Exhibit 99.1

The charts below summarize the breakdown of our revenue by geography and product offering for the year ended December 31, 2019. For a description of the major markets in which we operate, see “Business—Our Major Markets.”

Revenue Breakdown By Country (2019)

 

 

Revenue by Product Offering (2019)

 

 

 

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Impact of the COVID-19 Pandemic

On March 11, 2020, the COVID-19 outbreak was characterized as a pandemic by the World Health Organization. In an effort to slow the pandemic, governments around the world placed significant restrictions on travel and closed businesses, resulting in unprecedented nationwide lock-downs. Our business, along with the global economy, has been adversely affected by these developments, which have resulted in a significant reduction in time spent out of the home by consumers, reductions in consumer spending, large declines in GDP, volatile economic conditions, and business disruptions across markets globally. The full magnitude and duration of the pandemic and the resulting downturn and their impact on our business is difficult to predict.

To better ensure the health, safety and wellbeing of our employees and their families during this extraordinary time, we initially transitioned a significant portion of our employees to work from home in Italy in early March, and expanded this directive globally by the end of March. We believe these teams were able to make the shift to a remote work environment relatively seamlessly. Our advertising inventory has been used to facilitate messages of support to medical teams, first responders, delivery professionals, food service workers, and many other key workers in all parts of the world. In addition, we have provided support to governments in helping remind citizens to observe restrictions and how to stay safe.

Markets in Europe have experienced dramatic declines in customer demand as a result of COVID-19. The downward impact across some European markets started to be felt in early March, corresponding with governments issuing advice on lockdowns in markets such as Italy, France and Spain. That downward impact continued across all European markets for the majority of the second quarter. In France, our largest market, the lockdown was announced mid-March and resulted in a sharp downturn in advertising spend at the end of the first quarter. In the U.K., our second largest market, the country entered full lockdown in the last week of March.

As a result, since March, there has been a significant decline in our customers’ near-term demand as they have deferred buying decisions and reduced marketing spend. The impact of COVID-19 and the protocols

 

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implemented around the world significantly affected the behavior and movement of consumers and our customers’ target audiences. Transit was the hardest hit with many people avoiding public transport for health and safety reasons. The scale and speed with which near-term demand declined, and the number of requests we received to defer or cancel contracts, has been unprecedented. We have taken, and will continue to take, steps to ensure the continuity of our platform and operations to serve our customers as local conditions permit.

In May, as new daily cases continued to fall in Europe, European countries started to gradually reopen their businesses and lift restrictions, helping mobility recover toward pre-COVID-19 levels. Following the continued return to normalized traffic levels, we are experiencing not only an uptick in bookings but also a shift in behavior from our customers, with lead time from booking to display now shorter than normal. With our high proportion of roadside advertising, we believe we are well positioned to capture the recovery in walking and driving and the resulting audience exposure to our assets.

It is unclear when an economic recovery could start and what a recovery will look like as countries emerge from this unprecedented shutdown of the global economy. In light of the rapidly-evolving impact of the COVID-19 pandemic, the magnitude and duration of its impact on our results of operations and overall financial performance will not be known until future periods. We anticipate significant adverse effects throughout our business during the remainder of the year. This is largely due to customers deferring buying decisions and reducing marketing spend.

We have taken a highly disciplined approach in managing the use of our cash through this period. We have implemented extensive cost saving initiatives, including reductions in operating costs and capital expenditures. We have taken steps that we believe will most effectively support our advertising partners to take quick advantage of renewed opportunities for connection with their customers as the pandemic restrictions begin to relax. Sales teams have been in active discussions with customers to develop advertising plans as restrictions are lifted. Importantly, we believe technology investments made before the pandemic, specifically in expanding our digital footprint, will serve to position our businesses to meet our customer’s needs. We believe that the depth of our digital inventory provides the flexibility to quickly accelerate advertising campaigns and most effectively target audiences at the right time for our advertisers. However, a second wave of the virus may result in changes or delays in our customers’ advertising plans, causing further adverse effects on our results.

Recent Developments

Our unaudited interim financial statements for the three months ended June 30, 2020 are unavailable at this time because our financial closing procedures are not yet complete. However, our results will be adversely impacted by the COVID-19 pandemic.

Our preliminary estimated range of revenue for the three months ended June 30, 2020 is expected to be between $100 million and $115 million. In addition, we expect our Adjusted EBITDA for the three months ended June 30, 2020 to be substantially negative and we do not expect to achieve positive Adjusted EBITDA for the year ended December 31, 2020.

These estimates may differ from actual results. Actual results remain subject to the completion of our quarter-end closing process, which includes a final review by our management. During the course of the preparation of the financial statements and related notes and our final review, additional items that require material adjustments to the preliminary revenue estimate presented above may be identified. Therefore, you should not place undue reliance upon these preliminary financial results. See the sections titled “Risk Factors” and “Forward-Looking Statements” for additional information regarding factors that could result in differences between the preliminary estimate of our revenue and the actual revenue we will report for the three months ended June 30, 2020.

 

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The preliminary revenue estimate for the three months ended June 30, 2020 presented above has been prepared by, and is the responsibility of, management. Ernst & Young LLP, our independent auditors, has not audited, reviewed, compiled or performed any procedures with respect to such preliminary information. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth summary historical consolidated financial data as of the dates and for the periods indicated. The summary historical consolidated financial data for the years ended December 31, 2019, 2018 and 2017, and as of December 31, 2019 and 2018, are derived from our audited consolidated financial statements, which are included elsewhere in this offering circular. The summary historical consolidated financial data for the three months ended March 31, 2020 and 2019 and as of March 31, 2020, are derived from our unaudited consolidated financial statements, which are included elsewhere in this offering circular. The summary historical consolidated financial data as of December 31, 2017 and March 31, 2019 are derived from our audited and unaudited consolidated financial statements, respectively, which are not included in this offering circular. In the opinion of management, the interim financial data reflects all adjustments (consisting only of normal and recurring adjustments) necessary for a fair presentation of the results for the interim periods. The summary historical financial information for the twelve months ended March 31, 2020, is not presented in accordance with GAAP and is derived by adding the historical financial information for the unaudited three months ended March 31, 2020 to the historical financial information for the year ended December 31, 2019 and subtracting the historical financial information for the unaudited three months ended March 31, 2019. The summary historical financial information for the twelve months ended March 31, 2020 has been included in this offering circular in order to provide investors with information for the latest practicable twelve-month period. Historical results are not necessarily indicative of the results to be expected for future periods and the interim results are not necessarily indicative of the results that may be expected for the full year.

The summary historical consolidated financial and other data should be read in conjunction with “Risk Factors,” “Offering Circular Summary—Impact of COVID-19 Pandemic,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes thereto included elsewhere in this offering circular. The amounts in the tables may not sum due to rounding.

 

(U.S. dollars in thousands)		Three Months Ended March 31,								Years Ended December 31,												Twelve Months Ended March 31,
		2020				2019				2019				2018				2017				2020
		(unaudited)				(unaudited)																(unaudited)
Results of Operations Data:
Revenue (1)		$	211,690			$	243,896			$	1,111,770			$	1,173,616			$	1,079,257			$	1,079,564
Operating expenses:
Direct operating expenses			173,596				173,908				742,377				778,344				733,180				742,065
Selling, general and administrative expenses			53,131				55,205				235,822				257,125				233,823				233,748
Corporate expenses			8,694				8,425				28,285				35,736				49,907				28,554
Depreciation and amortization			20,356				19,017				80,642				83,480				75,867				81,981
Impairment charges			—				—				—				—				4,159				—
Other operating income (expense)—net			(2,340	)			(377	)			2,744				3,436				7,115				781
Operating income (loss)			(46,427	)			(13,036	)			27,388				22,367				(10,564	)			(6,003	)
Interest expense—net			2,583				12,238				36,878				48,566				38,934				27,223
Loss on extinguishment of debt			—				—				10,961				—				—				10,961
Other income (expense)—net			(17,456	)			(2,646	)			170				(9,366	)			(3,081	)			(14,640	)

 

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(U.S. dollars in thousands)		Three Months Ended March 31,								Years Ended December 31,												Twelve Months Ended March 31,
		2020				2019				2019				2018				2017				2020
		(unaudited)				(unaudited)																(unaudited)
Net income (loss) from continuing operations before income taxes			(66,466	)			(27,920	)			(20,281	)			(35,565	)			(52,579	)			(58,827	)
Income tax expense			7,441				877				63,717				4,483				6,496				70,281
Consolidated net loss			(73,907	)			(28,797	)			(83,998	)			(40,048	)			(59,075	)			(129,108	)
Less amount attributable to noncontrolling interest			3				1				2				92				51				4
Net loss attributable to the Company			(73,910	)			(28,798	)			(84,000	)			(40,140	)			(59,126	)			(129,112	)
Other comprehensive income (loss), net of tax			1,610				6,557				26,069				41,582				(60,925	)			21,122
Comprehensive income (loss)			(72,300	)			(22,241	)			(57,931	)			1,442				(120,051	)			(107,990	)
Less amount attributable to noncontrolling interest			(6	)			(15	)			(29	)			(28	)			78				(20	)
Comprehensive income (loss) attributable to the Company		$	(72,294	)		$	(22,226	)		$	(57,902	)		$	1,470			$	(120,129	)		$	(107,970	)
Cash Flow Data:
Capital expenditures		$	10,096			$	11,934			$	85,800			$	63,967			$	87,586			$	83,962
Net cash provided by (used for) operating activities			19,233				19,541				71,135				88,692				41,433				70,827
Net cash provided by (used for) investing activities			(9,758	)			(11,974	)			(75,494	)			(62,259	)			(90,349	)			(73,278	)
Net cash provided by (used for) financing activities			(285	)			(6,284	)			6,784				(15,793	)			(868	)			12,783
Other Financial Data:
Adjusted EBITDA (1)			(21,072	)			9,601				123,369				119,849				75,326				92,696
Other Adjusted Financial Data:
Ratio of senior debt to Adjusted EBITDA after giving effect to the notes offered hereby (1)(2)																							3.24x
First lien leverage ratio after giving effect to the notes offered hereby (1)(2)																							3.24x
Secured leverage ratio after giving effect to the notes offered hereby (1)(2)																							3.24x
Selected Balance Sheet Data (at end of period):
Cash and cash equivalents		$	43,262			$	31,572			$	34,498			$	28,227			$	21,250
Current assets			337,565				356,539				407,695				401,125				398,543
Property, plant and equipment—net			280,540				280,629				295,638				290,803				310,128
Total assets			1,500,469				1,799,385				1,592,380				1,248,508				1,277,574
Current liabilities			563,411				578,277				587,445				420,112				398,693
Related party notes payable (3)			300,684				1,041,849				301,965				1,047,802				1,079,899
Shareholder’s equity (deficit)			162,935				(711,959	)			236,610				(703,717	)			(707,369	)

 

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(1)

We define Adjusted EBITDA as consolidated net loss, plus: income tax expense, net; all non-operating expenses (income), including other (income) expense, net, loss on extinguishment of debt, and interest expense, net; other operating (income) expense, net; impairment charges; depreciation and amortization; non-cash compensation expenses; and restructuring and other costs included within operating expenses. Restructuring and other costs include costs associated with cost savings initiatives such as severance, consulting and termination costs, and other special costs. Adjusted EBITDA is a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Adjusted EBITDA does not represent and should not be considered as alternatives to net income or cash flow from operations, as determined under GAAP. We believe that Adjusted EBITDA provides investors with helpful information with respect to our operations. We present Adjusted EBITDA to provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements.

The following table summarizes the calculation of our historical Adjusted EBITDA and provides a reconciliation to our consolidated net income (loss) for the periods indicated:

 

 

(2)

Our ratio of senior debt to Adjusted EBITDA is calculated by dividing the aggregate principal amount of our senior indebtedness to our Adjusted EBITDA for the trailing twelve month period. Our first lien leverage ratio is calculated by dividing the aggregate principal amount of our indebtedness that is secured by liens on the Collateral ranking pari passu with the liens securing the notes to our Adjusted EBITDA for the trailing twelve month period. Our secured leverage ratio is calculated by dividing the aggregate principal amount of our indebtedness that is secured by liens on the Collateral to our Adjusted EBITDA for the trailing twelve month period. For purposes of all three ratios, the aggregate principal amount of our indebtedness is calculated net of up to $50 million in unrestricted cash, and does not reflect indebtedness outstanding under the related party notes payable (including the French Intercompany Notes, which will not be subordinated to the notes offered hereby). See “Description of the Notes” for further information regarding such ratios, and footnote (3) below and “Certain Relationships and Related Party Transactions—Related Party Notes Payable” for further information regarding the related party notes payable.

 

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(3)

In connection with this offering, and immediately prior to the closing, certain wholly-owned subsidiaries of the Issuer that are borrowers under related party notes payable to subsidiaries of Parent will capitalize interest payments due under the related party notes payable and extend the maturity date of the related party notes payable to             , 2025, and certain of these related party notes payable will be subordinated to the notes offered hereby. The French Intercompany Notes will not be subordinated, but payments made under these obligations are offset in full by corresponding cash contributions to the Issuer’s other subsidiaries, such that any payments do not have any net impact on the amount of cash available to the Issuer and its subsidiaries taken as a whole. Of the $300.7 million outstanding as of March 31, 2020, $221.8 million would have been subordinated to the notes offered hereby and $78.9 million outstanding under the French Intercompany Notes would not have been subordinated.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our results of operations and financial condition together with the information included under “Offering Circular Summary—Summary Historical Consolidated Financial Data” and the consolidated financial statements and related notes included elsewhere in this offering circular. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under “Forward-Looking Statements” and “Risk Factors.” Actual results may differ materially from those contained in any forward-looking statements.

Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this document. In this MD&A, references to (i) “we,” “us” and “our” are to Clear Channel International B.V. together with its consolidated subsidiaries, (ii) “Issuer” are to Clear Channel International B.V. without any of its subsidiaries, (iii) “Parent” and “CCOH” are to Clear Channel Outdoor Holdings, Inc., our indirect parent company, and (iv) “iHeartCommunications” are to iHeartCommunications, Inc., the indirect parent of Parent until the Separation on May 1, 2019. Certain prior period amounts included herein have been reclassified to conform to the current period presentation.

This discussion contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially from those contained in any forward-looking statements.

Overview

Separation from iHeartCommunications

Prior to May 1, 2019, Parent was indirectly owned by iHeartCommunications and its parent company, iHeartMedia through Clear Channel Holdings, Inc. (“CCH”), a wholly-owned subsidiary of iHeartCommunications. Historically, Parent’s relationship with iHeartCommunications was governed by several agreements (the “Intercompany Agreements”) related to corporate, employee, tax and other services provided by iHeartCommunications to CCOH and its subsidiaries, including us. Certain of these costs, as applicable, were allocated to us from Parent, as further described in “Results of Operations” below.

On March 14, 2018, iHeartMedia and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. There were no material effects on our financial statements related to the iHeart Chapter 11 Cases as none of our subsidiaries or operations were guarantors of iHeartCommunications’ debt, nor were there any cross-default provisions that affected us as a result of iHeartCommunications’ default on its debt. On May 1, 2019 (the “Effective Date”), iHeartMedia emerged from bankruptcy, and CCH, CCOH and its subsidiaries, including the Company, were separated from, and ceased to be controlled by, iHeartMedia (the “Separation”). CCOH then merged with and into CCH (the “Merger”), with CCH surviving the Merger, becoming the successor to CCOH and changing its name to Clear Channel Outdoor Holdings, Inc.

In connection with the Separation, the Intercompany Agreements with iHeartCommunications were terminated, and Parent entered into a Transition Services Agreement (“TSA”) with iHeartCommunications for one year from the Effective Date (subject to certain rights of the Company to extend up to one additional year). Parent may terminate the TSA with respect to all or any individual service, in whole or in part, upon 30 days’ prior written notice, provided that any co-dependent services must be terminated concurrently.

Description of Our Business

Our revenue is derived from selling advertising space on the displays we own or operate in key markets in Europe and Singapore, consisting primarily of digital and traditional street furniture displays, billboards, transit displays and retail displays.

 

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We own the majority of our advertising displays, which typically are located on sites that we either lease or own or for which we have acquired permanent easements. The significant expenses associated with our operations include site lease expenses, as well as maintenance and installation expenses. Our site lease expenses include lease payments for use of the land under our displays, as well as any revenue-sharing arrangements or minimum guaranteed amounts payable under our long-term display contracts. Our maintenance and installation expenses include costs for transporting and changing the advertising copy on our displays; related labor costs; vinyl costs, which vary according to the complexity of the advertising copy and the quantity of displays; electricity costs and costs cleaning and maintaining our displays.

Macroeconomic Indicators, Seasonality and Recent Developments

Advertising revenue is correlated to changes in gross domestic product (“GDP”) as advertising spending has historically trended in line with GDP within each market. Additionally, our results are impacted by the economic conditions in the markets in which we have operations and fluctuations in foreign currency exchange rates.

We typically experience our lowest financial performance in the first quarter of the calendar year, which has historically resulted in a loss from operations in that period. This is generally offset during the remainder of the year, as we typically experience our strongest performance in the second and fourth quarters of the calendar year.

In December 2019, it was first reported that there had been an outbreak of COVID-19 in China, which subsequently spread to most countries around the globe. In March 2020, the World Health Organization characterized the COVID-19 outbreak as a pandemic, which is still ongoing. In an effort to slow the outbreak, governments around the world placed significant restrictions on travel and closed businesses, resulting in unprecedented nationwide lock-downs. Although most lock-downs have been or are in the process of being lifted, our business, along with the global economy, has been adversely affected by these developments. Since the onset of the crisis in March, we have experienced a sharp decline in bookings and received an unprecedented level of requests to defer or cancel current contracts as customers seek to conserve cash during the economic downturn. The extent to which COVID-19 will ultimately impact our results will depend on future developments, which are highly uncertain, but the curtailed customer demand we have experienced and are continuing to experience could materially adversely impact our business, results of operations and overall financial performance in future periods.

We are closely monitoring the spread of COVID-19 and its impact on our global business, and we have implemented specific actions to strengthen our financial position and support the continuity of our platform and operations. We believe that the combination of these initiatives and cash available to us will improve our liquidity position and provide us with additional flexibility during the economic downturn; however, given the quickly evolving economic environment, continuing downward pressure we are currently seeing, and the uncertainty around how long the economic downturn and its impact on our business will last, we are unable to accurately forecast future results.

Results of Operations

Revenue and expenses “excluding the impact of movements in foreign exchange rates” in this MD&A are presented because management believes that viewing certain financial results without the impact of fluctuations in foreign currency rates facilitates period-to-period comparisons of business performance and provides useful information. Revenue and expenses “excluding the impact of movements in foreign exchange rates” are calculated by converting the current period’s revenue and expenses in local currency to U.S. dollars using average foreign exchange rates for the prior period.

Three months ended March 31, 2020 Compared to Three Months Ended March 31, 2019

Due to seasonality and uncertainty surrounding COVID-19, the results for the interim period are not indicative of expected results for the full year.

 

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The comparison of our historical results of operations for the three months ended March 31, 2020 to the three months ended March 31, 2019 is as follows:

 

(in thousands)		Three Months Ended March 31,								% Change
		2020				2019
Revenue		$	211,690			$	243,896				(13.2	)%
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)			173,596				173,908				(0.2	)%
Selling, general and administrative expenses (excludes depreciation and amortization)			53,131				55,205				(3.8	)%
Corporate expenses (excludes depreciation and amortization)			8,694				8,425				3.2	%
Depreciation and amortization			20,356				19,017				7.0	%
Other operating expense, net			(2,340	)			(377	)
Operating loss			(46,427	)			(13,036	)
Interest expense, net			2,583				12,238
Other expense, net			(17,456	)			(2,646	)
Net loss before income taxes			(66,466	)			(27,920	)
Income tax expense			7,441				877
Consolidated net loss			(73,907	)			(28,797	)
Less amount attributable to noncontrolling interest			3				1
Net loss attributable to the Company		$	(73,910	)		$	(28,798	)

Revenue

Revenue decreased $32.2 million, or 13.2%, during the three months ended March 31, 2020 compared to the same period of 2019. Excluding the $6.3 million impact of movements in foreign exchange rates, revenue decreased $25.9 million, or 10.6%. Revenue, particularly in France, Spain, Italy and Switzerland, was adversely affected by COVID-19 as governments locked down countries experiencing concentrated outbreaks of the virus, resulting in reduced customer demand and the loss of advertising campaigns. The non-renewal of certain contracts in Spain and Switzerland also contributed to the overall decrease in revenue, which was partially offset by a new contract in France and higher revenue from digital display expansion in the U.K. Digital revenue increased $0.2 million, or 0.3%, to $64.2 million for the three months ended March 31, 2020. Excluding the $2.0 million impact of movements in foreign exchange rates, digital revenue increased $2.2 million, or 3.4%.

Direct Operating Expenses

Direct operating expenses decreased $0.3 million, or 0.2%, during the three months ended March 31, 2020 compared to the same period of 2019. Excluding the $5.0 million impact of movements in foreign exchange rates, direct operating expenses increased $4.7 million, or 2.7%. The largest drivers of this increase were higher fixed site lease expense related to the new contract in France and higher variable expenses in the U.K. resulting from higher revenue. These increases were partially offset by lower direct operating expenses in Spain and Switzerland related to the non-renewal of certain contracts.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses decreased $2.1 million, or 3.8%, during the three months ended March 31, 2020 compared to the same period of 2019. Excluding the $1.6 million impact of movements in foreign exchange rates, SG&A expenses decreased $0.5 million, or 0.8%.

 

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Corporate Expenses

Corporate expenses increased $0.3 million, or 3.2%, during the three months ended March 31, 2020 compared to the same period of 2019. Severance costs associated with cost-savings initiatives were largely offset by an increase in Stewardship Fees charged to the Parent, which are recorded as a reduction of corporate expenses.

Depreciation and Amortization

Depreciation and amortization increased $1.3 million, or 7.0%, during the three months ended March 31, 2020 compared to the same period of 2019. Excluding the $0.5 million impact of movements in foreign exchange rates, depreciation and amortization increased $1.8 million, or 9.9%. This is primarily due to asset acquisitions, partially offset by assets becoming fully depreciated or fully amortized.

Other Operating Expense, Net

Other operating expense, net, of $2.3 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively, primarily relates to net losses on the disposal of assets.

Interest Expense, Net

Interest expense, net, decreased $9.7 million during the three months ended March 31, 2020 compared to the same period of 2019 as a result of the redemption of the Senior Notes in September 2019.

Other Expense, Net

Other expense, net, increased $14.8 million during the three months ended March 31, 2020 compared to the same period of 2019 primarily due to increases in net foreign exchange losses recognized in connection with intercompany notes denominated in various currencies.

Income Tax Expense

The effective tax rates for the three months ended March 31, 2020 and 2019 were (11.2)% and (3.1)%, respectively. The effective rates were primarily impacted by the valuation allowances recorded against deferred tax assets due to uncertainty regarding our ability to realize those assets in future periods. Specifically, we recorded an $8.6 million valuation allowance at March 31, 2020 based on significant negative evidence for the forecasted realizability of deferred tax assets in Italy due, in part, to the negative effects of COVID-19. In addition, current period losses in certain jurisdictions did not result in tax benefits due to the inability to deduct those losses for tax purposes.

 

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Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

The comparison of our results of operations for the years ended December 31, 2019 and 2018 is as follows:

 

(U.S. dollars in thousands)		Years Ended December 31,								% Change
		2019				2018
Revenue		$	1,111,770				1,173,616				(5.3	)%
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)			742,377				778,344				(4.6	)%
Selling, general and administrative expenses (excludes depreciation and amortization)			235,822				257,125				(8.3	)%
Corporate expenses (excludes depreciation and amortization)			28,285				35,736				(20.9	)%
Depreciation and amortization			80,642				83,480				(3.4	)%
Other operating income, net			2,744				3,436				(20.1	)%
Operating income			27,388				22,367				22.4	%
Interest expense, net			36,878				48,566
Loss on extinguishment of debt			10,961				—
Other income (expense), net			170				(9,366	)
Net loss before income taxes			(20,281	)			(35,565	)
Income tax expense			63,717				4,483
Consolidated net loss			(83,998	)			(40,048	)
Less amount attributable to noncontrolling interest			2				92
Net loss attributable to the Company		$	(84,000	)			(40,140	)

Revenue

Revenue decreased $61.8 million, or 5.3%, during 2019 compared to 2018. Excluding the $57.5 million impact from movements in foreign exchange rates, revenues decreased $4.3 million, or 0.4%, during 2019 compared to 2018. The effects of non-renewal of contracts in certain countries, including Italy and Spain, were partially offset by increases in revenue from digital display expansion in various markets, particularly in the U.K., and new contracts in France. Digital revenue increased 5.9% to $323.2 million during 2019 as compared to $305.1 million during 2018. Excluding the $16.0 million impact of movements in foreign exchange rates, digital revenue increased $34.1 million, or 11.2%, in 2019 compared to 2018.

Direct Operating Expenses

Direct operating expenses decreased $36.0 million, or 4.6%, during 2019 compared to 2018. Excluding the $39.0 million impact from movements in foreign exchange rates, direct operating expenses increased $3.0 million, or 0.4%, during 2019 compared to 2018. This increase was primarily driven by higher site lease expenses in countries experiencing revenue growth, particularly in the U.K., and in countries with new contracts, particularly in France, partially offset by lower direct operating expenses, including site lease, labor and material expenses, related to the non-renewal of contracts in Italy and Spain.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses decreased $21.3 million, or 8.3%, during 2019 compared to 2018. Excluding the $12.4 million impact from movements in foreign exchange rates, SG&A expenses decreased $8.9 million, or 3.6%, during 2019 compared to 2018. This decrease was primarily driven by lower spending on restructuring and other cost initiatives, partially offset by higher marketing and employee compensation expenses in the U.K., primarily due to its favorable operating performance, and higher consulting fees in France.

 

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Corporate Expenses

Corporate expenses decreased $7.5 million, or 20.9%, during 2019 compared to 2018. This was primarily driven by an increase in Stewardship Fees charged to Parent, which are recorded as a reduction of corporate expenses, partially offset by smaller increases in management fees allocated to us by Parent and in other corporate expenses, largely related to the investigation in Italy. Refer to Notes 7 and 10 to the Consolidated Financial Statements for additional information.

Depreciation and Amortization

Depreciation and amortization decreased $2.8 million, or 3.4%, during 2019 compared to 2018. Excluding the $4.1 million impact from movements in foreign exchange rates, depreciation and amortization increased $1.3 million. The increase is primarily due to asset acquisitions, partially offset by assets becoming fully depreciated or fully amortized.

Other Operating Income, Net

Other operating income, net, of $2.7 million and $3.4 million for 2019 and 2018, respectively, related to net gains on the disposal of assets.

Interest Expense, Net

Interest expense, net, decreased $11.7 million during 2019 compared to 2018 as a result of the redemption of the Senior Notes in September 2019.

Loss on Extinguishment of Debt

We recognized a loss on extinguishment of debt of $11.0 million in 2019 as a result of the redemption of the Senior Notes in September 2019.

Other Income (Expense), Net

Other income, net, of $0.2 million for 2019 was driven by foreign exchange gains of $1.4 million offset by loss on sale of investments.

Other expense, net, of $9.4 million for 2018 related primarily to foreign exchange losses of $8.8 million, largely recognized in connection with intercompany notes denominated in various currencies.

Income Tax Expense

In 2019, the effective tax rate of (314)% was impacted primarily by the valuation allowance recorded against deferred tax assets in certain jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods.

In 2018, the effective tax rate of (13)% was impacted primarily by certain nondeductible interest and other intercompany charges and the inability to benefit from losses in certain jurisdictions.

Refer to Note 11 to our Consolidated Financial Statements for additional information.

2018 Compared to 2017

For a comparison of our historical results of operations for the year ended December 31, 2018 to the year ended December 31, 2017, refer to Exhibit 99.2 of CCOH’s Current Report on Form 8-K filed with the SEC on March 5, 2019.

 

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Liquidity and Capital Resources

Cash Flows

Three months ended March 31, 2020 and three months ended March 31, 2019

The following discussion highlights our cash flow activities during the three months ended March 31, 2020 and 2019:

 

(in thousands)		Three Months Ended March 31,
		2020				2019
Net cash provided by (used for):
Operating activities		$	19,233			$	19,541
Investing activities		$	(9,758	)		$	(11,974	)
Financing activities		$	(285	)		$	(6,284	)

Operating Activities

During the three months ended March 31, 2020, net loss as adjusted for non-cash and non-operating items, most notably depreciation and amortization, foreign exchange transaction loss and deferred taxes, resulted in $24.6 million of net cash outflows from operating activities. This was more than offset by $43.8 million of net cash inflows related to changes in working capital balances. A decrease in accounts receivable, driven by collections exceeding sales due to a combination of normal seasonality of the business and the adverse impact of COVID-19, and an increase in accounts payable, driven by the timing of invoice payments, were partially offset by a decrease in accrued expenses, driven by payment of the 2019 bonus to employees and lower sales commissions and VAT accruals related to lower revenue.

During the three months ended March 31, 2019, net loss as adjusted for non-cash and non-operating items, most notably depreciation and amortization and non-cash capitalized interest expense, resulted in $3.2 million of net cash inflows from operating activities. Additionally, changes in working capital balances resulted in $16.4 million of net cash inflows. A decrease in accounts receivable, driven by normal seasonality of the business, and an increase in deferred revenue, driven by the invoicing of annual campaigns, were partially offset by an increase in prepaid expenses and other current assets and decreases in accounts payable and accrued expenses, driven primarily by the timing of payments.

Investing Activities

Net cash used for investing activities primarily reflects our capital expenditures of $10.1 million and $11.9 million during the three months ended March 31, 2020 and 2019, respectively, which primarily related to constructing and sustaining our street furniture and other out-of-home advertising displays, including digital boards.

Financing Activities

Net cash used for financing activities during the three months ended March 31, 2019 primarily reflects repayments on related-party notes payable of $5.4 million, whereas no payments were made on related-party notes payable during the three months ended March 31, 2020. In addition, net cash used for financing activities reflects net transfers to related parties of $0.3 million and $0.8 million during the three months ended March 31, 2020 and 2019, respectively.

 

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Years ended December 31, 2019, 2018 and 2017

The following discussion highlights our cash flow activities during the years ended December 31, 2019, 2018 and 2017:

 

(U.S. dollars in thousands)		Years Ended December 31,
		2019				2018				2017
Net cash provided by (used for):
Operating activities		$	71,135			$	88,692			$	41,433
Investing activities		$	(75,494	)		$	(62,259	)		$	(90,349	)
Financing activities		$	6,784			$	(15,793	)		$	(868	)

Operating Activities

During 2019, net loss as adjusted for non-cash and non-operating items, most notably depreciation and amortization, deferred taxes, non-cash capitalized interest expense and loss on extinguishment of debt, resulted in $92.6 million of net cash inflows from operating activities. This was partially offset by $21.5 million of net cash outflows related to changes in working capital balances, particularly accounts payable, which decreased due to the timing of payments. Cash paid for interest was $24.3 million in 2019, a decrease of $8.5 million compared to 2018 due to the redemption of the Senior Notes in September 2019.

During 2018, net loss as adjusted for non-cash and non-operating items, most notably depreciation and amortization, non-cash capitalized interest expense and foreign exchange transaction loss, resulted in $91.7 million of net cash inflows from operating activities. This was partially offset by $3.0 million of net cash outflows related to changes in working capital balances, where an increase in accounts receivable was partially offset by increases in accounts payable and accrued expenses, driven primarily by the timing of payments. Cash paid for interest was $32.8 million in 2018, an increase of $6.6 million compared to 2017 due to the issuance of $150.0 million of Senior Notes in August 2017.

During 2017, net loss as adjusted for non-cash and non-operating items, most notably depreciation and amortization and non-cash capitalized interest expense, resulted in $60.7 million of net cash inflows from operating activities. This was partially offset by $19.3 million of net cash outflows related to changes in working capital balances, particularly a decrease in accrued expenses, which were affected by the timing of payments, and an increase in accounts receivable, which was impacted by slower collections. Cash paid for interest was $26.3 million in 2017.

Investing Activities

Net cash used for investing activities primarily reflects our capital expenditures of $85.8 million, $64.0 million and $87.6 million in 2019, 2018 and 2017, respectively, which primarily related to constructing and sustaining our street furniture and other out-of-home advertising displays, including digital boards.

Financing Activities

Net cash provided by financing activities during 2019 reflects borrowings on related-party notes payable, which were primarily used to redeem the outstanding Senior Notes in September 2019. This transaction is described in further detail within this MD&A below.

Net cash used for financing activities during 2018 primarily reflects net repayments of related-party notes payable of $14.8 million.

Net cash used for financing activities during 2017 primarily reflects net transfers to related parties of $152.0 million offset by proceeds from the issuance of $150.0 million of Senior Notes in August 2017.

 

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Anticipated Cash Requirements

Sources of Capital and Liquidity

Our primary sources of liquidity are cash on hand and cash flow from operations. At March 31, 2020, we had $43.3 million of cash on our balance sheet. It is CCOH’s policy to permanently reinvest the earnings of its non-U.S. subsidiaries as these earnings are generally redeployed in those jurisdictions for operating needs and continued functioning of their businesses. However, if any excess cash held by us and our subsidiaries is needed to fund operations in the U.S., CCOH has the ability to cause us to make distributions and repatriate available funds, subject to any limitations under applicable law and restrictions in our debt agreements, including the indenture governing the notes. CCOH does not have a legal obligation to do so but has the intent and ability to provide funds to us to the extent they are needed in order for us to meet our obligations as they become due.

We also have notes receivable from other wholly-owned subsidiaries of CCOH. In 2019, we reorganized our holding and financing structure and restructured our related party notes, consolidating some of our borrowing and lending activity in order to simplify intercompany funding arrangements. At March 31, 2020, we had four unsecured notes receivable from related parties, including Clear Channel Worldwide Holdings, Clear Channel Espectaculos S.L. and Clear Channel KNR Netherlands Antilles, with a total outstanding balance of $83.6 million. These notes are unsecured and bear interest at floating rates of 3.40% to 3.65% plus three-month LIBOR. As the result of an amendment, some of these notes will bear interest at 2.25% plus three-month USD LIBOR effective January 1, 2020. The note agreements allow for the provision of payment-in-kind interest, and interest is capitalized quarterly into the notes rather than paid in cash. Although the notes are repayable on demand, we have a history that supports our intent to hold these notes long-term.

Certain of our subsidiaries are the primary borrowers under various credit and overdraft facilities with European banks. As of March 31, 2020, there was $2.4 million outstanding under these facilities and there was approximately $5.3 million available for borrowings.

Uses of Capital and Liquidity

Our primary uses of liquidity are for working capital used to fund the operations of our business, capital expenditures and other funding requirements.

Prior to September 2019, we had $375.0 million aggregate principal amount outstanding of 8.75% Senior Notes, which was scheduled to mature on December 15, 2020 and bore interest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. In September 2019, we redeemed all of the outstanding Senior Notes at a price of 102.187% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with funds provided by the Parent, thereby releasing us from our remaining obligations under the Senior Notes Indenture. During 2019, we paid $23.6 million of cash interest on this debt.

We have notes payable to other wholly-owned subsidiaries of CCOH. In 2019, we reorganized our holding and financing structure and restructured our related party notes, consolidating some of our borrowing and lending activity in order to simplify intercompany funding arrangements. As a result, at March 31, 2020, we had three unsecured related party notes payable to Clear Channel Worldwide Holdings with a total outstanding balance of $300.7 million. These notes are unsecured and bear interest at floating rates of 2.25% plus three-month USD LIBOR and 3.40% to 3.65% plus three-month EUR LIBOR. The note agreements allow for the provision of payment-in-kind interest, and interest is capitalized quarterly into the notes rather than paid out in cash. Although the notes are repayable on demand, the counterparties have represented to us that, consistent with the past, they will not require payment in the next 12 months.

The primary driver of our capital expenditure requirements is the construction of new advertising structures, including the continued deployment of digital displays in accordance with our long-term strategy to digitize our network as an alternative to traditional methods of displaying our clients’ advertisements. Additionally, we have

 

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commitments relating to required purchases of property, plant, and equipment under certain street furniture contracts, and certain of our contracts contain penalties for not fulfilling our commitments related to its obligations to build bus stops, kiosks and other public amenities or advertising structures. At March 31, 2020, we had future capital expenditure commitments of $46.3 million, including $21.1 million committed for the remainder of 2020. As described below, in light of the rapidly-evolving impact of COVID-19 and the uncertainty around the related economic downturn, we are actively identifying opportunities to significantly reduce annual capital expenditures for 2020, including largely deferring discretionary growth capital expenditures, deferring sustaining capital expenditures to the extent possible, and exploring deferral options with respect to committed capital expenditures.

We also have future cash obligations under non-cancelable operating leases and other non-cancelable contracts. These costs, which are included in our direct operating expenses, have historically been satisfied by cash flows from operations. At March 31, 2020, we had future maturities of operating lease liabilities of $645.5 million, including $178.6 million maturing over the remainder of 2020, and future minimum payments under non-lease non-cancelable contracts of $772.8 million, including $130.8 million to be paid over the remainder of 2020. As described below, we are continuing discussions with landlords to align fixed site lease expenses with revenue during the economic downturn and have begun to see some success in this effort.

Trends and Uncertainties

Beginning in March 2020, we began seeing weakness in certain European markets affected by COVID-19. In light of the uncertainty presented by the unprecedented pandemic, future results are difficult to forecast. In response, we have implemented specific actions to strengthen our financial position and support the continuity of our platform and operations. These initiatives include negotiations with landlords to align fixed site lease expenses with revenue during the economic downturn; savings from lower variable compensation expense, temporary salary reductions, reduced hours for hourly employees, hiring freezes and furloughs; reducing discretionary expenses; deferring discretionary capital expenditures; and exploring options to defer our committed capital expenditures. Additionally, CCOH increased its cash on hand by selling its interest in Clear Media and by drawing $150 million on its Revolving Credit Facility. As previously described, CCOH has the intent and ability to provide funds to us to the extent they are needed in order for us to meet our obligations as they become due.

We believe that cash on hand, cash flows from operations, the initiatives that we are actively pursuing, and funding from CCOH will enable us to meet our working capital, capital expenditure and other funding requirements for at least the next 12 months. We believe our long-term plans, which include promoting outdoor media spending, capitalizing on our diverse geographic and product opportunities, and the continued deployment of digital displays, will enable us to continue generating cash flows from operations sufficient to meet our funding requirements in the long term. However, our anticipated results are subject to significant uncertainty and may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Our ability to meet our funding requirements depends on the impacts from these uncertainties including the impacts related to the COVID-19 pandemic, our future operating performance, our cash flow from operations and our ability to manage our liquidity and obtain supplemental liquidity, if necessary. Additional factors may emerge as a result of the COVID-19 pandemic that could cause our expectations to change. If we are unable to generate sufficient cash through our operations or obtain sources of supplemental liquidity, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition and on our ability to meet our obligations. We may take further cost-cutting measures beyond those discussed above to generate short-term liquidity in the event of an unanticipated need for cash. In addition, we regularly consider, and enter into discussions with lenders related to, potential financing alternatives, which may include supplemental liquidity through issuances of secured or unsecured debt.

We frequently evaluate strategic opportunities both within and outside our existing lines of business, and we expect from time to time to dispose of certain businesses and may pursue acquisitions. These dispositions or

 

18

acquisitions could be material. Specifically, as we continue to focus on operational efficiencies that drive greater margin and cash flow, CCOH will continue to review and consider opportunities to unlock shareholder value, which may include, among other things, potential asset or operational divestitures intended to deleverage and increase free cash flow.

Market Risk

We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates and inflation.

Foreign Currency Exchange Rate Risk

We have operations in countries throughout Europe and in Singapore. Operations in these countries are measured in their local currencies, and our consolidated financial statements are presented in U.S. dollars. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. Changes in economic or political conditions in any of the foreign countries in which we operate, including Brexit, could result in exchange rate movement, new currency or exchange controls or other currency restrictions being imposed.

We estimate a 10% increase in the value of the U.S. dollar relative to foreign currencies would have decreased our net loss for the three months ended March 31, 2020 by $7.4 million, and a 10% decrease in the value of the U.S. dollar relative to foreign currencies would have increased our net loss for the three months ended March 31, 2020 by a corresponding amount. This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity that could exist in such an environment in the U.S. or the foreign countries or on the results of operations of these foreign entities.

Inflation

Inflation is a factor in the economies in which we do business, and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for wages, salaries and equipment. Although the exact impact of inflation is indeterminable, we believe we have offset these higher costs by increasing the effective advertising rates of most of our outdoor display faces.

Critical Accounting Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenue and expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material. Our significant accounting policies are discussed in the notes to our consolidated financial statements. Management believes that certain accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates, management’s judgments and assumptions, and the effect if actual results differ from these assumptions are described in the consolidated financial statements for the year ended December 31, 2019 included in this offering circular.

In March 2020, COVID-19 was categorized as a pandemic by the World Health Organization. While the duration and severity of the effects of COVID-19 are currently unknown, we anticipate significant adverse

 

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effects on our results of operations throughout our business as more customers defer advertising buying decisions and reduce marketing spend. As such, we have updated certain of our estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period, as described below. There continues to be a high level of uncertainty in estimating our expected economic and operational impacts relative to COVID-19 as it is an evolving situation. As expected impacts from COVID-19 are revised, our estimates and assumptions may change, and we may experience further potential impacts to our financial statements in future periods.

Allowance for Doubtful Accounts

We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected. For all other customers, we recognize reserves for bad debt based on historical experience for each business unit, adjusted for relative improvements or deteriorations in the agings and changes in current economic conditions.

Leases

The most significant estimates used by management in accounting for leases and the impact of these estimates are as follows:

Lease term. Lease term includes the noncancelable period of the lease together with all of the following: periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option, and periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor. When calculating our lease liability for contracts in which we are the lessee, we generally exclude renewal periods from the lease term as we do not consider exercise of such options to be reasonably certain for most of our leases. Therefore, unless exercise of a renewal option is considered reasonably certain, the optional terms and payments are not included within the lease liability. The expected lease term is used in determining whether the lease is accounted for as an operating lease or a finance lease. A lease is considered a finance lease if the lease term is for a major part of the remaining economic life of the underlying asset. The expected lease term is also used in determining the depreciable life of the asset. An increase in the expected lease term will increase the probability that a lease may be considered a finance lease and will generally result in higher interest and depreciation expense for a leased property recorded on our balance sheet.

Incremental borrowing rate. We use the incremental borrowing rate (“IBR”) to determine the present value of lease payments at the commencement of a lease. The IBR, as defined in ASC Topic 842, is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. We also use the IBR in determining whether the lease is accounted for as an operating lease or a finance lease. An increase in the IBR decreases the net present value of the minimum lease payments and reduces the probability that a lease will be considered a finance lease.

Fair market value of leased asset. The fair market value of leased property is generally estimated based on comparable market data as provided by third-party sources. Fair market value is used in determining whether the lease is accounted for as an operating lease or a finance lease. A higher fair market value as compared to the present value of lease payments reduces the likelihood that a lease will be considered a finance lease.

Long-lived Assets

Long-lived assets, including property, plant and equipment and intangibles assets, are reported at historical cost less accumulated depreciation and amortization. We estimate the useful lives for various types of advertising structures and other long-lived assets based on our historical experience and our plans regarding how we intend

 

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to use those assets. Advertising structures have different lives depending on their nature, with large format bulletins generally having longer depreciable lives and posters and other displays having shorter depreciable lives. Street furniture and transit displays are depreciated over their estimated useful lives or appropriate contractual periods, whichever is shorter. Our experience indicates that the estimated useful lives applied to our portfolio of assets have been reasonable, and we do not expect significant changes to the estimated useful lives of our long-lived assets in the future. When we determine that structures or other long-lived assets will be disposed of prior to the end of their useful lives, we estimate the revised useful lives and depreciate the assets over the revised period. We also review long-lived assets for impairment when events and circumstances indicate that depreciable and amortizable long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

We use various assumptions in determining the remaining useful lives of assets to be disposed of prior to the end of their useful lives and in determining the current fair market value of long-lived assets that are determined to be unrecoverable. Estimated useful lives and fair values are sensitive to factors including contractual commitments, regulatory requirements, future expected cash flows, industry growth rates and discount rates, as well as future salvage values. Our impairment loss calculations require management to apply judgment in estimating future cash flows, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. We test goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired. The fair value of our reporting unit is used to apply value to the net assets of each reporting unit. To the extent that the carrying amount of net assets would exceed the fair value, an impairment charge is recorded. The discounted cash flow approach that we use for valuing goodwill as part of the impairment testing approach involves estimating future cash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value.

As described in Note 5 to our unaudited consolidated financial statements included elsewhere in this offering circular, historically, we treated each country in which we operate as a separate reporting unit for purposes of our annual goodwill impairment test; however, due to a change in the way the business is managed, we had only one reporting unit as of January 1, 2020. Corresponding with this change in our reporting units, we tested goodwill for impairment immediately before and after this change utilizing a discount rate of approximately 8.5% to 9.0% for each of our reporting units, and an estimated perpetual growth rate of 3.0%. This testing did not identify impairment.

Additionally, due to the expected impacts from COVID-19, we tested our goodwill for impairment as of March 31, 2020 in accordance with ASC 350-20-35; however, this did not result in any impairment of goodwill during the three months ended March 31, 2020. In determining the fair value of our reporting unit, we used the following assumptions:

 

•

Expected cash flows underlying our business plans for the periods 2020 through 2024, which are based on detailed, multi-year forecasts performed by each of our operating segments and reflect the advertising outlook across our businesses;

 

•

Cash flows beyond 2024 are projected to grow at a perpetual growth rate, which we estimated at 3.0%; and

 

•

In order to risk adjust the cash flow projections in determining fair value, we utilized a discount rate of 9.5%.

 

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Based on our assessment using the assumptions described above, a hypothetical 10% reduction in the estimated fair value in each of our reporting units would not result in a material impairment condition.

Tax Provisions

Our estimates of income taxes and the significant items giving rise to the deferred tax assets and liabilities are shown in the notes to our consolidated financial statements and reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration to both timing and probability of these estimates. Actual income taxes could vary from these estimates due to future changes in income tax law or results from the final review of our tax returns by foreign tax authorities.

We use our best and most informed judgment to determine whether it is more likely than not that our deferred tax assets will be realized. Deferred tax assets are reduced by valuation allowances if we believe it is more likely than not that some portion or the entire asset will not be realized.

We also use our best and most informed judgment to determine whether it is more likely than not that we will sustain positions that we have taken on tax returns and, if so, the amount of benefit to initially recognize within our financial statements. We regularly review our uncertain tax positions and adjust our unrecognized tax benefits (“UTBs”) in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law. These adjustments to our UTBs may affect our income tax expense, and settlement of uncertain tax positions may require use of our cash.

Litigation Accruals

We are currently involved in certain legal proceedings. Based on current assumptions, we have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. Management’s estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. Future results of operations could be materially affected by changes in these assumptions or the effectiveness of our strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations.

Asset Retirement Obligations

ASC Subtopic 410-20 requires us to estimate our obligation to dismantle and remove our advertising structures from leased land or property and to restore the site to its original condition upon the termination or non-renewal of a lease or contract. An estimate of third-party cost information is used with respect to the dismantling of the structures and the restoration of the site, and the retirement period is estimated for each obligation based on contract terms. The interest rate used to calculate the present value of such costs over the retirement period is based on an estimated risk-adjusted credit rate for the same period.

 

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INDEX TO FINANCIAL STATEMENTS

 

Unaudited Consolidated Financial Statements
Consolidated balance sheets as of March 31, 2020 and December 31, 2019			F-2
Consolidated statements of comprehensive loss for the three months ended March 31, 2020 and 2019			F-3
Consolidated statements of cash flows for the three months ended March 31, 2020 and 2019			F-4
Consolidated statement of shareholder’s equity (deficit) for the three months ended March 31, 2020 and 2019			F-5
Notes to consolidated financial statements			F-6
Audited Consolidated Financial Statements
Report of Independent Auditors			F-17
Consolidated balance sheets as of December 31, 2019 and 2018			F-18
Consolidated statements of comprehensive income for the years ended December 31, 2019, 2018 and 2017			F-19
Consolidated statements of cash flows for the years ended December 31, 2019, 2018 and 2017			F-20
Consolidated statements of changes in shareholder’s equity (deficit)			F-21
Notes to consolidated financial statements			F-22

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

(In thousands)		March 31, 2020 (unaudited)				December 31, 2019
CURRENT ASSETS
Cash and cash equivalents		$	43,262			$	34,498
Accounts receivable			244,502				322,839
Less: Allowance for credit losses			(8,254	)			(6,507	)
Accounts receivable, net			236,248				316,332
Prepaid expenses			27,082				29,366
Other current assets			30,973				27,499
Total Current Assets			337,565				407,695
NON-CURRENT ASSETS
Property, plant and equipment, net			280,540				295,638
Intangible assets, net			12,107				12,642
Goodwill			180,518				185,641
Operating lease right-of-use assets			572,122				566,597
Related party notes receivable			83,602				84,897
Other assets			34,015				39,270
Total Assets		$	1,500,469			$	1,592,380
CURRENT LIABILITIES
Accounts payable		$	89,673			$	56,507
Accrued expenses			229,336				286,889
Current operating lease liabilities			204,615				211,617
Deferred revenue			39,787				32,432
Total Current Liabilities			563,411				587,445
NON-CURRENT LIABILITIES
Related party notes payable			300,684				301,965
Non-current operating lease liabilities			378,779				372,105
Other long-term liabilities			94,660				94,255
Total Liabilities			1,337,534				1,355,770
Commitments and contingencies (Note 8)
SHAREHOLDER’S EQUITY
Noncontrolling interest			331				334
Parent Company’s net investment			(279,074	)			(204,136	)
Accumulated other comprehensive income			441,678				440,412
Total Shareholder’s Equity			162,935				236,610
Total Liabilities and Shareholder’s Equity		$	1,500,469			$	1,592,380

See Notes to Consolidated Financial Statements

 

F-2

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

 

(In thousands)		Three Months Ended March 31,
		2020				2019
Revenue		$	211,690				243,896
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)			173,596				173,908
Selling, general and administrative expenses (excludes depreciation and amortization)			53,131				55,205
Corporate expenses (excludes depreciation and amortization)			8,694				8,425
Depreciation and amortization			20,356				19,017
Other operating expense, net			(2,340	)			(377	)
Operating loss			(46,427	)			(13,036	)
Interest expense, net			2,583				12,238
Other expense, net			(17,456	)			(2,646	)
Net loss before income taxes			(66,466	)			(27,920	)
Income tax expense			7,441				877
Consolidated net loss			(73,907	)			(28,797	)
Less amount attributable to noncontrolling interest			3				1
Net loss attributable to the Company		$	(73,910	)		$	(28,798	)
Other comprehensive income:
Foreign currency translation adjustments			1,610				6,557
Other comprehensive income			1,610				6,557
Comprehensive loss			(72,300	)			(22,241	)
Less amount attributable to noncontrolling interest			(6	)			(15	)
Comprehensive loss attributable to the Company		$	(72,294	)		$	(22,226	)

See Notes to Consolidated Financial Statements

 

F-3

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

(In thousands)		Three Months Ended March 31,
		2020				2019
Cash flows from operating activities:
Consolidated net loss		$	(73,907	)		$	(28,797	)
Reconciling items:
Depreciation and amortization			20,356				19,017
Deferred taxes			8,444				505
Provision for doubtful accounts			402				378
Amortization of deferred financing charges and note premiums, net			—				475
Share-based compensation			574				230
Loss on disposal of operating assets, net			2,172				377
Non-cash capitalized interest expense			—				8,850
Foreign exchange transaction loss			17,399				2,320
Other reconciling items, net			(29	)			(171	)
Changes in operating assets and liabilities:
Decrease in accounts receivable			71,741				42,456
Increase in prepaid expenses and other current assets			(5,049	)			(11,225	)
Increase (decrease) in accounts payable			34,424				(9,960	)
Decrease in accrued expenses			(45,983	)			(10,925	)
Increase in deferred revenue			7,950				20,294
Changes in other operating assets and liabilities, net			(19,261	)			(14,283	)
Net cash provided by operating activities			19,233				19,541
Cash flows from investing activities:
Purchases of property, plant and equipment			(10,096	)			(11,934	)
Proceeds from disposal of assets			5				111
Proceeds from the sale of investments			333				—
Increase in related party notes receivable, net			—				(147	)
Other investing activities, net			—				(4	)
Net cash used for investing activities			(9,758	)			(11,974	)
Cash flows from financing activities:
Net transfers to related parties			(285	)			(845	)
Decrease in related party notes payable, net			—				(5,439	)
Net cash used for financing activities			(285	)			(6,284	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(2,645	)			(113	)
Net increase in cash, cash equivalents and restricted cash			6,545				1,170
Cash, cash equivalents and restricted cash at beginning of period			48,194				44,393
Cash, cash equivalents and restricted cash at end of period		$	54,739			$	45,563
Supplemental Disclosures:
Cash paid for interest			271				236
Cash paid for income taxes, net of refunds			3,134				2,970

See Notes to Consolidated Financial Statements

 

F-4

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

(UNAUDITED)

 

(In thousands)		The Company				Non-controlling Interest				Consolidated
Balance, January 1, 2020		$	236,276			$	334			$	236,610
Adoption of ASU 2016-13, Credit Losses			(1,667	)			—				(1,667	)
Net income (loss)			(73,910	)			3				(73,907	)
Foreign currency translation adjustments			1,616				(6	)			1,610
Net transfers from related parties			289				—				289
Balance, March 31, 2020		$	162,604			$	331			$	162,935
(In thousands)		The Company				Non-controlling Interest				Consolidated
Balance, January 1, 2019		$	(704,401	)		$	684			$	(703,717	)
Adoption of ASC 842, Leases			14,613				—				14,613
Net income (loss)			(28,798	)			1				(28,797	)
Foreign currency translation adjustments			6,572				(15	)			6,557
Net transfers to related parties			(615	)			—				(615	)
Balance, March 31, 2019		$	(712,629	)		$	670			$	(711,959	)

See Notes to Consolidated Financial Statements

 

F-5

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Clear Channel Outdoor Holdings, Inc. (“CCOH” or the “Parent Company”) is an outdoor advertising company that owns and operates advertising display faces in the United States (“U.S.”) and internationally. CCOH’s international business, Clear Channel International (“CCI”), operates in Europe, Asia and Latin America and provides advertising on street furniture and transit displays, billboards, mall displays, Smartbike programs, wallscapes and other displays, which are owned or operated under lease agreements. Clear Channel International B.V. (“CCIBV” or the “Company”) is a subsidiary of the CCI business and consists of CCI operations in Europe and Singapore. These consolidated financial statements represent the consolidated results of operations, financial position and cash flows of CCIBV.

COVID-19 Update

In March 2020, the World Health Organization categorized coronavirus diseases 2019 (“COVID-19”) as a pandemic. COVID-19 continues to spread throughout countries across the world, and the duration and severity of its effects are currently unknown. The Company is implementing and evaluating actions to strengthen its financial position and support the continuity of its platform and operations.

Basis of Presentation

These consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and have been derived from the accounting records of CCIBV using the historical results of operations and historical bases of assets and liabilities of the Company. Assets, liabilities, revenues and expenses that pertain to the Company and its subsidiaries have been included in these consolidated financial statements, which include the results of operations in Belgium, Denmark, Estonia, Finland, France, the Netherlands, Ireland, Italy, Latvia, Lithuania, Norway, Poland, Singapore, Spain, Sweden, Switzerland and the United Kingdom (“U.K.”). The consolidated financial statements also include the accounts of entities for which the Company has a controlling financial interest or is the primary beneficiary. All significant intercompany accounts have been eliminated upon consolidation.

The Company utilizes the services of CCOH and CCI for certain functions, such as legal, finance, internal audit, financial reporting, tax, insurance, global information technology, environmental matters and human resources services, including various employee benefit programs. The cost of these services has been allocated to the Company and included in these consolidated financial statements. The Company’s management considers these allocations to have been made on a reasonable basis. Refer to Note 6 to the Company’s consolidated financial statements for a complete discussion of the relationship with CCOH, including a description of the costs that have been allocated to the Company.

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions affect, among other things, the Company’s goodwill, long-lived assets, operating lease right-of-use assets and operating lease liabilities, assessment of the annual effective tax rate, valuation of deferred income taxes and income tax contingencies, the allowance for doubtful accounts, assessment of our lease and non-lease contract expenses, and measurement of compensation cost for bonus and other compensation plans. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, but actual results could differ from those estimates. The Company’s assessment of conditions and events, considered in the aggregate,

 

F-6

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

indicate it will be able to meet its obligations as they become due within one year after the date of these financial statements. There continues to be a high level of uncertainty in estimating the expected economic and operational impacts relative to COVID-19 as it is an evolving situation. The estimates and assumptions used in the first quarter 2020 financial statements may change in future periods as the expected impacts from COVID-19 are revised, resulting in further potential impacts to the Company’s financial statements.

The consolidated financial statements included herein may not be indicative of the financial position, results of operations or cash flows had CCIBV operated as a separate entity during the periods presented or for future periods. As these consolidated financial statements present a portion of the businesses of CCOH, the net assets of CCIBV have been presented as CCOH’s net investment in CCIBV. CCOH’s investment in CCIBV includes the accumulated deficit of CCIBV, net of cash transfers related to cash management functions performed by CCOH.

Certain prior period amounts have been reclassified to conform to the 2020 presentation.

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Recently Adopted

As of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Statements, which changed the methodology used to recognize impairment of the Company’s accounts receivable. Under the ASU, financial assets are presented at the net amount expected to be collected, requiring immediate recognition of estimated credit losses expected to occur over the asset’s remaining life. This is in contrast to previous GAAP, under which credit losses were not recognized until it was probable that a loss had been incurred. The Company adopted the ASU on a modified-retrospective basis through a cumulative-effect adjustment to retained earnings as of January 1, 2020, resulting in a decrease to equity of $1.7 million. The Company performed its expected credit loss calculation based on historical accounts receivable write-offs.

New Accounting Pronouncements Not Yet Adopted

During the third quarter of 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans. This update is designed to improve the effectiveness of disclosures related to defined benefit plans. The standard is effective for annual and interim periods beginning after December 15, 2021 for nonpublic entities. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain existing exceptions to the general principles in Topic 740. The new guidance is effective for annual and interim periods beginning after December 2020, and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

NOTE 3 – REVENUE

The Company generates revenue primarily from the sale of advertising space on printed and digital out-of-home advertising displays. Certain of these revenue transactions are considered leases for accounting purposes as the contracts convey to customers the right to control the use of the Company’s advertising displays for a period of time. The Company accounts for revenue from leases in accordance with the lease accounting guidance under Accounting Standards Codification (“ASC”) Topic 842; all remaining revenue transactions are accounted for as revenue from contracts with customers under ASC Topic 606.

 

F-7

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

Disaggregation of Revenue

The following table shows revenue from contracts with customers, revenue from leases and total revenue, disaggregated by geographical region, for the three months ended March 31, 2020 and 2019:

 

(In thousands)		Revenue from contracts with customers				Revenue from leases				Total Revenue
Three Months Ended March 31, 2020
France		$	47,279			$	4,898			$	52,177
United Kingdom			46,017				153				46,170
Rest of Europe and other			93,894				19,449				113,343
Total		$	187,190			$	24,500			$	211,690
Three Months Ended March 31, 2019
France		$	52,359			$	5,597			$	57,956
United Kingdom			38,359				6,149				44,508
Rest of Europe and other			113,143				28,289				141,432
Total		$	203,861			$	40,035			$	243,896

Revenue from Contracts with Customers

The following tables show the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers:

 

		Three Months Ended March 31,
(In thousands)		2020				2019
Accounts receivable, net of allowance, from contracts with customers:
Beginning balance		$	291,702			$	246,874
Ending balance		$	214,359			$	230,247
Deferred revenue from contracts with customers:
Beginning balance		$	24,902			$	22,742
Ending balance		$	28,530			$	34,911

During the three months ended March 31, 2020 and 2019, respectively, the Company recognized $16.3 million and $14.4 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the quarter.

The Company’s contracts with customers generally have terms of one year or less; however, as of March 31, 2020, the Company expects to recognize $41.1 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration of greater than one year. Approximately one third of these remaining performance obligations are expected to be recognized over the next year, with the remainder to be recognized through 2025.

 

F-8

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment

The Company’s property, plant and equipment consisted of the following classes of assets at March 31, 2020 and December 31, 2019:

 

(In thousands)		March 31, 2020				December 31, 2019
Structures		$	510,722			$	519,959
Furniture and other equipment			135,030				139,981
Land, buildings and improvements			34,031				34,834
Construction in progress			30,940				31,121
			710,723				725,895
Less: Accumulated depreciation			430,183				430,257
Property, plant and equipment, net		$	280,540			$	295,638

Total depreciation expense related to property, plant and equipment for the three months ended March 31, 2020 and 2019 was $20.0 million and $18.5 million, respectively.

NOTE 5 – INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table presents the gross carrying amount and accumulated amortization for intangible assets as of March 31, 2020 and December 31, 2019:

 

		March 31, 2020								December 31, 2019
(In thousands)		Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
Intangible assets		$	216,765			$	(204,658	)		$	223,934			$	(211,292	)

Total amortization expense related to definite-lived intangible assets for the three months ended March 31, 2020 and 2019 was $0.3 million and $0.5 million, respectively.

Goodwill

Historically, the Company treated each country in which it operates as a separate reporting unit for purposes of its annual goodwill impairment test. However, due to a change in the way the business is managed, the Company has only one reporting unit as of January 1, 2020. The Company tested goodwill for impairment for each reporting unit immediately before and after this change, and no impairment was identified.

Due to the expected negative financial statement impacts from COVID-19, the Company also tested its goodwill for impairment as of March 31, 2020; however, this did not result in any goodwill impairment charges. As expectations and projections of the financial statement impacts of COVID-19 are revised, the Company’s estimates and assumptions may change, and impairments may be recognized in future periods.

 

F-9

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

The following table presents the changes in the carrying amount of goodwill during the three months ended March 31, 2020:

 

(In thousands)
Balance as of December 31, 2019(1)		$	185,641
Foreign currency			(5,123	)
Balance as of March 31, 2020		$	180,518

 

(1)	The balance at December 31, 2019 is net of cumulative impairments of $191.4 million.

NOTE 6 – RELATED PARTY TRANSACTIONS

Agreements with CCOH

Cash Management Arrangement

The Parent Company’s policy is to permanently reinvest the earnings of its non-U.S. subsidiaries as these earnings are generally redeployed in those jurisdictions for operating needs and continued functioning of their businesses. However, if any excess cash held by the Company and its subsidiaries is needed to fund operations in the U.S., the Parent Company has the ability to cause the Company to make distributions and repatriate available funds, subject to any limitations under applicable law. Similarly, the Parent Company has the intent and ability to provide funds to the Company to the extent they are needed in order for the Company to meet its obligations as they become due.

Management Services

Prior to May 1, 2019, iHeartCommunications and CCOH provided management services to the Company, and starting on May 1, 2019, CCOH provides management services to the Company, which include, among other things: treasury and other financial-related services; certain executive officer services; legal and related services; licensing of intellectual property, copyrights, trademarks and other intangible assets; and other general corporate services. These services are charged to the Company based on actual direct costs incurred or allocated by CCOH based on headcount, revenue or other factors on a pro rata basis. For the three months ended March 31, 2020 and 2019, the Company recorded $5.6 million and $5.3 million, respectively, for these services, which are included in “Corporate expenses” in the Consolidated Statements of Comprehensive Loss.

Stewardship Fee

As described in Note 1, the Company is a subsidiary of CCOH, a publicly traded company. As a result, the Company incurs certain costs related to quarterly and annual reporting in order for the Parent Company to comply with the Securities and Exchange Commission (“SEC”) reporting requirements. In addition, the Company incurs costs related to the preparation of budgets, forecasts and other strategic initiatives of the Parent Company. Such costs are charged back to CCOH on a quarterly basis (“Stewardship Fees”) based on the time incurred by employees of the Company to perform the work. Stewardship fees charged to CCOH during the three months ended March 31, 2020 and 2019 were $9.6 million and $6.4 million, respectively. Such costs are included as a reduction of “Corporate expenses” in the Statements of Comprehensive Loss.

Related Party Notes

The Company has notes payable to and receivable from other wholly-owned subsidiaries of CCOH. The note agreements allow for the provision of payment-in-kind interest, and the Company’s historical policy was to settle

 

F-10

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

quarterly interest payments and receipts in a cash-free manner, by capitalizing interest into the notes. During the three months ended March 31, 2019, the Company capitalized $8.9 million in interest payable, which had been accrued in relation to related party notes payable, and $5.5 million in interest receivable, which had been recorded as income in relation to related party notes receivable.

In late 2019, the Company reorganized its holding and financing structure and restructured its related party notes, consolidating some of its borrowing and lending activity in order to simplify intercompany funding arrangements. The new note agreements do not have a requirement that interest be paid-in-kind; as such, the Company did not capitalize any interest into its related party notes payable or related party notes receivable during the three months ended March 31, 2020.

Related Party Notes Payable

The Company is the borrower of three unsecured notes payable to Clear Channel Worldwide Holdings, Inc. These notes, which bear interest at floating rates of 2.25% plus three-month USD LIBOR and 3.40% to 3.65% plus three-month EUR LIBOR, include $221.8 million denominated in USD, with the remainder in Euro currency. Although the notes are repayable on demand, the counterparty has represented to us that, consistent with the past, it will not require payment in the next 12 months; therefore, the notes payable are presented as long-term liabilities. Related party notes payable at March 31, 2020 and December 31, 2019 were as follows:

 

(In thousands)		March 31, 2020				December 31, 2019
Notes due to Clear Channel Worldwide Holdings, Inc.		$	300,684			$	301,965

Related Party Notes Receivable

The Company, as lender, has outstanding notes receivable balances with three related parties, which are unsecured and repayable on demand. The Company has a history that supports its intent to hold these notes long-term. Related party notes receivable March 31, 2020 and December 31, 2019 consisted of:

 

(In thousands)		March 31, 2020				December 31, 2019
Notes due from:
Clear Channel Worldwide Holdings, Inc.(1)		$	78,864			$	80,146
Clear Channel Espectaculos S.L.(2)			4,011				4,011
Clear Channel KNR Neth Antilles N.V.(2)			727				740
Total Related Party Notes Receivable		$	83,602			$	84,897

 

(1)	The Company has two outstanding notes receivable from Clear Channel Worldwide Holdings, Inc. These notes, which are denominated in Euro currency, bear interest at a floating rate of 3.40% to 3.65% plus three-month EUR LIBOR.

(2)	The Company has outstanding notes receivable from Clear Channel Espectaculos S.L. and Clear Channel KNR Neth Antilles N.V. These notes, which are denominated in USD currency, bear interest at 2.25% plus three-month USD LIBOR.

NOTE 7 – POSTRETIREMENT BENEFIT PLANS

Certain of the Company’s subsidiaries participate in defined-benefit or defined-contribution plans that cover substantially all regular employees. The Company deposits funds under various fiduciary-type arrangements or

 

F-11

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

provides reserves for these plans. Benefits under the defined-benefit plans are typically based either on years of service and the employee’s compensation (generally during a fixed number of years immediately before retirement) or on annual credits. The range of assumptions that are used for the defined-benefit plans reflect the different economic environments within the various countries.

Defined-Benefit Pension Plan Financial Information

The table below presents the components of net periodic cost recognized in the Consolidated Statements of Comprehensive Loss:

 

(In thousands)		Three Months Ended March 31,
		2020				2019
Service cost		$	808			$	827
Settlement gain			(359	)			—
Interest cost			674				927
Expected returns on plan assets			(1,286	)			(1,405	)
Amortization of actuarial losses			248				198
Amortization of prior service credits			(73	)			(70	)
Total net periodic pension cost		$	12			$	477

Plan Contributions

It is the Company’s general practice to fund amounts for pensions sufficient to meet the minimum requirements set forth in applicable employee benefits laws and local tax laws. From time to time, the Company contributes additional amounts as it deems appropriate. The Company contributed $0.6 million and $0.5 million to defined-benefit pension plans during the three months ended March 31, 2020 and 2019, respectively.

Defined-Contribution Retirement Plans

The Company’s employees participate in retirement plans administered as a service by third-party administrators. The Company contributed $2.9 million and $3.5 million to defined-contribution plans during the three months ended March 31, 2020 and 2019, respectively. Such costs were recorded within “Selling, general and administrative expenses.”

NOTE 8 – COMMITMENTS, CONTINGENCIES AND GUARANTEES

Legal Proceedings

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

 

F-12

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial disputes, employment and benefits related claims, land use and zoning, governmental fines, intellectual property claims, tax disputes and regulatory disputes.

Italy Investigation

During the three months ended June 30, 2018, the Company identified misstatements associated with VAT obligations in its business in Italy, which resulted in an understatement of its VAT obligation. These misstatements resulted in an understatement of other long-term liabilities of $16.9 million as of December 31, 2017. The effect of these misstatements is reflected in the historical financial statements in the appropriate periods. Upon identification of these misstatements, the Company undertook certain procedures, including a forensic investigation. In addition, the Company voluntarily disclosed the matter and findings to the Italian tax authorities in order to commence a discussion on the appropriate calculation of the VAT position.

The current expectation is that the Company may have to repay to the Italian tax authority a substantial portion of the VAT previously applied as a credit in relation to the transactions under investigation, amounting to approximately $20.4 million, including estimated possible penalties and interest. As of March 31, 2020, the Company had made payments of $8.1 million and applied VAT recoverable of $1.7 million; the timing of the remaining repayment has not been finalized. The ultimate amount to be paid may differ from the estimates, and such differences may be material.

Surety Bonds and Guarantees

As of March 31, 2020, the Company had outstanding surety bonds of $43.5 million, supported by $20.2 million of letters of credit held by CCOH, and outstanding bank guarantees of $26.2 million, of which $11.3 million were backed by cash collateral. Additionally, as of March 31, 2020, CCOH had outstanding surety bonds of $15.9 million held on behalf of the Company and its subsidiaries.

NOTE 9 – INCOME TAXES

Significant components of the provision for income tax expense are as follows:

 

(In thousands)		Three Months Ended March 31,
		2020				2019
Current tax expense (benefit)		$	(1,002	)		$	372
Deferred tax expense			8,443				505
Income tax expense		$	7,441			$	877

The effective tax rates for the three months ended March 31, 2020 and 2019 were (11.2)% and (3.1)%, respectively. The effective rates were primarily impacted by valuation allowances recorded against deferred tax assets due to uncertainty regarding the Company’s ability to realize those assets in future periods. Specifically, the Company recorded an $8.6 million valuation allowance at March 31, 2020 based on significant negative evidence for the forecasted realizability of deferred tax assets in Italy due, in part, to the negative effects of COVID-19. In addition, current period losses in certain jurisdictions did not result in tax benefits due to the inability to deduct those losses for tax purposes.

 

F-13

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

NOTE 10 – OTHER INFORMATION

Balance Sheets

The following table discloses the components of “Other current assets”:

 

(In thousands)		March 31, 2020				December 31, 2019
Inventory		$	17,976			$	18,880
Restricted cash			3,981				4,116
Income taxes receivable			4,117				—
Other receivables			2,718				2,256
Deposits			271				310
Other			1,910				1,937
Total other current assets		$	30,973			$	27,499

The following table discloses the components of “Other assets”:

 

(In thousands)		March 31, 2020				December 31, 2019
Restricted cash		$	7,496			$	9,580
Advertising taxes receivable			1,871				7,431
Deposits			13,839				6,535
Investments			5,690				5,914
Deferred income taxes(1)			—				4,503
Prepaid expenses			956				1,088
Other			4,163				4,219
Total other assets		$	34,015			$	39,270

 

(1)	The decrease in deferred income tax assets is primarily due to valuation allowances recorded against deferred tax assets as it was no longer more likely than not that the assets would be realizable. Refer to Note 9 for additional details.

The following table discloses the components of “Accrued expenses”:

 

(In thousands)		March 31, 2020				December 31, 2019
Accrued employee compensation and benefits		$	77,945			$	107,344
Accrued rent			88,249				86,387
Accrued taxes			10,453				20,095
Accrued other			52,689				73,063
Total accrued expenses		$	229,336			$	286,889

 

F-14

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

The following table discloses the components of “Other long-term liabilities”:

 

(In thousands)		March 31, 2020				December 31, 2019
Postretirement benefit obligation		$	44,808			$	46,364
Asset retirement obligation			24,069				24,560
Unrecognized tax benefits			6,812				7,720
Deferred income taxes(1)			3,851				—
Other			15,120				15,611
Total other long-term liabilities		$	94,660			$	94,255

 

(1)	The increase in deferred income tax liabilities is primarily due to valuation allowances recorded against deferred tax assets as it was no longer more likely than not that the assets would be realizable. Refer to Note 9 for additional details.

Statements of Comprehensive Loss

The following table discloses the components of “Other expense, net”:

 

(In thousands)		Three Months Ended March 31,
		2020				2019
Foreign exchange loss		$	(17,399	)		$	(2,320	)
Equity in earnings (loss) of nonconsolidated affiliates			—				(348	)
Other			(57	)			22
Total other expense, net		$	(17,456	)		$	(2,646	)

Statements of Cash Flows

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts of cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows:

 

(In thousands)		March 31, 2020				December 31, 2019
Cash and cash equivalents		$	43,262			$	34,498
Restricted cash included in:
Other current assets			3,981				4,116
Other assets			7,496				9,580
Total cash, cash equivalents and restricted cash in the Statements of Cash Flows		$	54,739			$	48,194

NOTE 11 – SUBSEQUENT EVENTS

In connection with the preparation of the financial statements and in accordance with ASC Subtopic 855-10, Subsequent Events – Overall, management has evaluated and reviewed the affairs of the Company for subsequent events that would impact the financial statements for the period ended March 31, 2020 through July 20, 2020, the date the financial statements were available to be issued.

 

F-15

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

 

CCIBV Note

On May 15, 2020, the Company issued a promissory note (the “CCIBV Note”) in principal amount of approximately $53.0 million. The CCIBV Note, which matures on May 15, 2022, bears interest at a rate of 14.00% per annum in cash (or 16.00% per annum if paid-in-kind), to be paid quarterly. The CCIBV Note contains restrictions on restricted payments and incurrence of indebtedness by the Company and is guaranteed by the Parent Company, a certain other parent entity of CCIBV and certain subsidiaries of CCIBV.

Related-Party Note Payable

In May 2020, the Company entered into a related party note payable to Clear Channel KNR Netherlands Antilles, and as of June 30, 2020 had drawn down $52.5 million in cash. The note bears interest at the aggregate of 3 month USD LIBOR and 2.25 percent or such other rate as may be agreed between the parties. Interest will accrue and be payable quarterly and repayment is due on demand. Although the note is repayable on demand, the counterparty has represented to us that it will not require payment in the next 12 months. The note may be rolled over on the repayment date or other date as agreed between the parties.

 

F-16

Report of Independent Auditors

The Directors of Clear Channel International B.V.:

We have audited the accompanying consolidated financial statements of Clear Channel International B.V. and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2019 and 2018 and the related consolidated statements of comprehensive income (loss), cash flows and changes in shareholder’s equity (deficit) for each of the three years in the period ended December 31, 2019, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Clear Channel International B.V. and subsidiaries at December 31, 2019 and 2018, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2019 in conformity with U.S. generally accepted accounting principles.

Adoption of New Accounting Standard

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases effective January 1, 2019. Our opinion is not modified with respect to this matter.

/s/ Ernst & Young, LLP

San Antonio, Texas

June 30, 2020

 

F-17

CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

(In thousands)		December 31, 2019				December 31, 2018
CURRENT ASSETS
Cash and cash equivalents		$	34,498			$	28,227
Accounts receivable, net of allowance of $6,507 and $8,253, respectively			316,332				315,407
Prepaid expenses			29,366				30,696
Other current assets			27,499				26,795
Total Current Assets			407,695				401,125
NON-CURRENT ASSETS
Property, plant and equipment, net			295,638				290,803
Intangible assets, net			12,642				13,524
Goodwill			185,641				187,741
Operating lease right-of-use assets			566,597				—
Related party notes receivable			84,897				249,159
Other assets			39,270				106,156
Total Assets		$	1,592,380			$	1,248,508
CURRENT LIABILITIES
Accounts payable		$	56,507			$	79,430
Accrued expenses			286,889				305,037
Current operating lease liabilities			211,617				—
Deferred revenue			32,432				35,645
Total Current Liabilities			587,445				420,112
NON-CURRENT LIABILITIES
Long-term debt			—				371,007
Related party subordinated notes payable			301,965				1,047,802
Non-current operating lease liabilities			372,105				—
Other long-term liabilities			94,255				113,304
Total Liabilities			1,355,770				1,952,225
Commitments and contingencies (Note 10)
SHAREHOLDER’S EQUITY (DEFICIT)
Noncontrolling interest			334				684
Parent Company’s net investment			(204,136	)			(1,120,442	)
Accumulated other comprehensive income			440,412				416,041
Total Shareholder’s Equity (Deficit)			236,610				(703,717	)
Total Liabilities and Shareholder’s Equity (Deficit)		$	1,592,380			$	1,248,508

See Notes to Consolidated Financial Statements

 

F-18