10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on July 23, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission File Number
1‑32663
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 86-0812139
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 East Basse Road 78209
San Antonio, Texas (Zip Code)
(Address of principal executive offices)
(210) 832-3700
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Outstanding at July 16, 2014 - - - - - - - - - - - - - - - - - - - - - - - - - - |
Class A Common Stock, $.01 par value Class B Common Stock, $.01 par value |
44,621,953 315,000,000 |
1
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
INDEX
Page No. |
|
Part I -- Financial Information |
|
Item 1. Financial Statements |
|
Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013 |
|
Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013 |
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
|
Item 4. Controls and Procedures |
|
Part II -- Other Information |
|
Item 1. Legal Proceedings |
|
Item 1A. Risk Factors |
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
|
Item 3. Defaults Upon Senior Securities |
|
Item 4. Mine Safety Disclosures |
|
Item 5. Other Information |
|
Item 6. Exhibits |
|
PART I -- FINANCIAL INFORMATION
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data) |
June 30, |
|
|
|
||
|
|
2014 |
|
December 31, |
||
|
|
(Unaudited) |
|
2013 |
||
CURRENT ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
225,974 |
|
$ |
314,545 |
|
Accounts receivable, net of allowance of $33,986 in 2014 and $33,127 in 2013 |
|
741,682 |
|
|
710,529 |
|
Prepaid expenses |
|
142,900 |
|
|
145,021 |
|
Other current assets |
|
74,581 |
|
|
68,333 |
|
|
Total Current Assets |
|
1,185,137 |
|
|
1,238,428 |
PROPERTY, PLANT AND EQUIPMENT |
|
|
|
|
|
|
Structures, net |
|
1,710,144 |
|
|
1,765,510 |
|
Other property, plant and equipment, net |
|
297,773 |
|
|
315,588 |
|
INTANGIBLE ASSETS AND GOODWILL |
|
|
|
|
|
|
Indefinite-lived intangibles |
|
1,067,891 |
|
|
1,067,783 |
|
Other intangibles, net |
|
456,006 |
|
|
487,926 |
|
Goodwill |
|
850,914 |
|
|
850,134 |
|
OTHER ASSETS |
|
|
|
|
|
|
Due from Clear Channel Communications |
|
950,172 |
|
|
879,108 |
|
Other assets |
|
151,757 |
|
|
154,915 |
|
|
Total Assets |
$ |
6,669,794 |
|
$ |
6,759,392 |
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
Accounts payable |
$ |
69,909 |
|
$ |
85,882 |
|
Accrued expenses |
|
534,533 |
|
|
563,766 |
|
Deferred income |
|
151,856 |
|
|
107,943 |
|
Current portion of long-term debt |
|
15,062 |
|
|
15,999 |
|
|
Total Current Liabilities |
|
771,360 |
|
|
773,590 |
Long-term debt |
|
4,919,635 |
|
|
4,919,377 |
|
Deferred tax liability |
|
629,850 |
|
|
656,150 |
|
Other long-term liabilities |
|
245,651 |
|
|
250,167 |
|
Commitments and contingent liabilities (Note 5) |
|
|
|
|
|
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
Noncontrolling interest |
|
198,510 |
|
|
202,046 |
|
Preferred stock, $.01 par value, 150,000,000 shares authorized, no shares issued and outstanding |
|
|
|
|||
Class A common stock, $.01 par value, 750,000,000 shares authorized, 44,731,645 and 44,117,843 shares issued in 2014 and 2013, respectively |
|
448 |
|
|
441 |
|
Class B common stock, $.01 par value, 600,000,000 shares authorized, 315,000,000 shares issued and outstanding |
|
3,150 |
|
|
3,150 |
|
Additional paid-in capital |
|
4,337,029 |
|
|
4,332,045 |
|
Accumulated deficit |
|
(4,208,808) |
|
|
(4,162,975) |
|
Accumulated other comprehensive loss |
|
(226,004) |
|
|
(213,572) |
|
Cost of shares held in treasury |
|
(1,027) |
|
|
(1,027) |
|
|
Total Shareholders’ Equity |
|
103,298 |
|
|
160,108 |
|
Total Liabilities and Shareholders’ Equity |
$ |
6,669,794 |
|
$ |
6,759,392 |
See Notes to Consolidated Financial Statements
1
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In thousands, except per share data) |
Three Months Ended |
|
Six Months Ended |
|||||||||||
|
|
|
|
June 30, |
|
June 30, |
||||||||
|
|
|
|
2014 |
|
2013 |
|
2014 |
|
2013 |
||||
Revenue |
$ |
781,205 |
|
$ |
766,871 |
|
$ |
1,416,456 |
|
$ |
1,417,081 |
|||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Direct operating expenses (excludes depreciation and amortization) |
|
413,144 |
|
|
399,558 |
|
|
794,657 |
|
|
785,749 |
||
|
Selling, general and administrative expenses (excludes depreciation and amortization) |
|
140,271 |
|
|
133,020 |
|
|
273,221 |
|
|
272,581 |
||
|
Corporate expenses (excludes depreciation and amortization) |
|
33,333 |
|
|
33,892 |
|
|
64,030 |
|
|
61,716 |
||
|
Depreciation and amortization |
|
98,726 |
|
|
97,566 |
|
|
197,467 |
|
|
197,893 |
||
|
Other operating income, net |
|
247 |
|
|
3,697 |
|
|
2,901 |
|
|
5,800 |
||
Operating income |
|
95,978 |
|
|
106,532 |
|
|
89,982 |
|
|
104,942 |
|||
Interest expense |
|
88,212 |
|
|
88,063 |
|
|
177,473 |
|
|
176,156 |
|||
Interest income on Due from Clear Channel Communications |
|
15,227 |
|
|
12,496 |
|
|
29,900 |
|
|
24,416 |
|||
Equity in earnings (loss) of nonconsolidated affiliates |
|
327 |
|
|
169 |
|
|
(409) |
|
|
(316) |
|||
Other income (expense), net |
|
11,983 |
|
|
(310) |
|
|
13,880 |
|
|
(1,217) |
|||
Income (loss) before income taxes |
|
35,303 |
|
|
30,824 |
|
|
(44,120) |
|
|
(48,331) |
|||
Income tax benefit (expense) |
|
24,820 |
|
|
(12,094) |
|
|
7,875 |
|
|
(7,088) |
|||
Consolidated net income (loss) |
|
60,123 |
|
|
18,730 |
|
|
(36,245) |
|
|
(55,419) |
|||
|
Less amount attributable to noncontrolling interest |
|
9,086 |
|
|
9,822 |
|
|
9,588 |
|
|
9,951 |
||
Net income (loss) attributable to the Company |
$ |
51,037 |
|
$ |
8,908 |
|
$ |
(45,833) |
|
$ |
(65,370) |
|||
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Foreign currency translation adjustments |
|
(12,025) |
|
|
(21,111) |
|
|
(16,562) |
|
|
(45,136) |
||
|
Unrealized gain (loss) on marketable securities |
|
(405) |
|
|
241 |
|
|
679 |
|
|
216 |
||
|
Other adjustments to comprehensive income (loss) |
|
- |
|
|
- |
|
|
- |
|
|
(998) |
||
Other comprehensive income (loss) |
|
(12,430) |
|
|
(20,870) |
|
|
(15,883) |
|
|
(45,918) |
|||
Comprehensive income (loss) |
|
38,607 |
|
|
(11,962) |
|
|
(61,716) |
|
|
(111,288) |
|||
|
Less amount attributable to noncontrolling interest |
|
(554) |
|
|
(6,737) |
|
|
(3,451) |
|
|
(6,830) |
||
Comprehensive income (loss) attributable to the Company |
$ |
39,161 |
|
$ |
(5,225) |
|
$ |
(58,265) |
|
$ |
(104,458) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to the Company per common share: |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Basic |
$ |
0.14 |
|
$ |
0.02 |
|
$ |
(0.13) |
|
$ |
(0.19) |
|
|
|
Weighted average common shares outstanding – Basic |
|
358,453 |
|
|
357,501 |
|
|
358,425 |
|
|
357,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
$ |
0.14 |
|
$ |
0.02 |
|
$ |
(0.13) |
|
$ |
(0.19) |
|
|
|
Weighted average common shares outstanding – Diluted |
|
359,832 |
|
|
358,766 |
|
|
358,425 |
|
|
357,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per share |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
See Notes to Consolidated Financial Statements
2
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands) |
Six Months Ended June 30, |
|||||
|
|
2014 |
|
2013 |
||
Cash flows from operating activities: |
|
|
|
|
|
|
Consolidated net loss |
$ |
(36,245) |
|
$ |
(55,419) |
|
Reconciling items: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
197,467 |
|
|
197,893 |
|
Deferred taxes |
|
(27,723) |
|
|
(29,491) |
|
Provision for doubtful accounts |
|
4,143 |
|
|
3,459 |
|
Share-based compensation |
|
4,250 |
|
|
3,995 |
|
Gain on sale of operating assets |
|
(2,901) |
|
|
(5,800) |
|
Amortization of deferred financing charges and note discounts, net |
|
4,325 |
|
|
4,261 |
|
Other reconciling items, net |
|
(14,212) |
|
|
1,236 |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: |
|
|
|
|
|
|
|
(Increase) decrease in accounts receivable |
|
(33,857) |
|
|
33,199 |
|
Increase in deferred income |
|
43,277 |
|
|
13,463 |
|
Decrease in accrued expenses |
|
(30,071) |
|
|
(43,399) |
|
Decrease in accounts payable |
|
(18,495) |
|
|
(23,251) |
|
Changes in other operating assets and liabilities |
|
(9,432) |
|
|
3,729 |
Net cash provided by operating activities |
|
80,526 |
|
|
103,875 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
(92,967) |
|
|
(80,105) |
|
Purchases of other operating assets |
|
(175) |
|
|
(480) |
|
Proceeds from disposal of assets |
|
6,888 |
|
|
9,586 |
|
Change in other, net |
|
(1,305) |
|
|
(585) |
Net cash used for investing activities |
|
(87,559) |
|
|
(71,584) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Draws on credit facilities |
|
820 |
|
|
637 |
|
Payments on credit facilities |
|
(1,675) |
|
|
(1,344) |
|
Payments on long-term debt |
|
(23) |
|
|
(4,788) |
|
Payments to repurchase noncontrolling interests |
|
- |
|
|
(61,143) |
|
Dividends and other payments to noncontrolling interests |
|
(9,673) |
|
|
(4,476) |
|
Net transfers to Clear Channel Communications |
|
(71,045) |
|
|
(121,662) |
|
Change in other, net |
|
695 |
|
|
1,030 |
Net cash used for financing activities |
|
(80,901) |
|
|
(191,746) |
|
Effect of exchange rate changes on cash |
|
(637) |
|
|
(3,819) |
|
Net decrease in cash and cash equivalents |
|
(88,571) |
|
|
(163,274) |
|
Cash and cash equivalents at beginning of period |
|
314,545 |
|
|
561,979 |
|
Cash and cash equivalents at end of period |
$ |
225,974 |
|
$ |
398,705 |
See Notes to Consolidated Financial Statements
3
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
Preparation of Interim Financial Statements
The accompanying consolidated financial statements were prepared by Clear Channel Outdoor Holdings, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. Due to seasonality and other factors, the results for the interim periods are not necessarily indicative of results for the full year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2013 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of the Company and its subsidiaries and give effect to allocations of expenses from the Company’s indirect parent entity, Clear Channel Communications, Inc. (“Clear Channel Communications”). These allocations were made on a specifically identifiable basis or using relative percentages of headcount or other methods management considered to be a reasonable reflection of the utilization of services provided. Also included in the consolidated financial statements are entities for which the Company has a controlling financial interest or is the primary beneficiary. Investments in companies in which the Company owns 20 percent to 50 percent of the voting common stock or otherwise exercises significant influence over operating and financial policies of the Company are accounted for under the equity method. All significant intercompany transactions are eliminated in the consolidation process. Certain prior-period amounts have been reclassified to conform to the 2014 presentation.
Adoption of New Accounting Standards
During the first quarter of 2014, the Company adopted the Financial Accounting Standards Board's (“FASB”) ASU No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. This update provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. The amendments are effective for fiscal years (and interim periods within) beginning after December 15, 2013 and are to be applied retrospectively to all prior periods presented for such obligations that exist at the beginning of an entity’s fiscal year of adoption. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.
During the first quarter of 2014, the Company adopted the FASB’s ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity of an Investment in a Foreign Entity. The amendments are effective prospectively for the fiscal years (and interim periods within) beginning after December 15, 2013 and provide clarification guidance for the release of the cumulative translation adjustment under current U.S. GAAP. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.
During the first quarter of 2014, the Company adopted the FASB’s ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This update requires unrecognized tax benefits to be offset against a deferred tax asset for a net operating loss carryforward, similar tax loss or tax credit carryforward in certain situations. The amendments are effective prospectively for the fiscal years (and interim periods within) beginning after December 15, 2013. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements
During the second quarter of 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This new standard provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under U.S. GAAP. The standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of the provisions of this new standard on its financial position and results of operations.
4
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 2 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Property, Plant and Equipment
The Company’s property, plant and equipment consisted of the following classes of assets at June 30, 2014 and December 31, 2013, respectively:
(In thousands) |
June 30, 2014 |
|
December 31, 2013 |
||
Structures |
$ |
3,064,825 |
|
$ |
3,021,152 |
Less: accumulated depreciation |
|
1,354,681 |
|
|
1,255,642 |
Structures, net |
$ |
1,710,144 |
|
$ |
1,765,510 |
|
|
|
|
|
|
Land, buildings and improvements |
$ |
211,154 |
|
$ |
213,670 |
Furniture and other equipment |
|
161,791 |
|
|
147,768 |
Construction in progress |
|
69,358 |
|
|
83,891 |
|
|
442,303 |
|
|
445,329 |
Less: accumulated depreciation |
|
144,530 |
|
|
129,741 |
Other property, plant and equipment, net |
$ |
297,773 |
|
$ |
315,588 |
Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets consist primarily of billboard permits in its Americas segment. Due to significant differences in both business practices and regulations, billboards in the International segment are subject to long-term, finite contracts unlike the Company’s permits in the United States and Canada. Accordingly, there are no indefinite-lived intangible assets in the International segment.
Other Intangible Assets
Other intangible assets include definite-lived intangible assets and permanent easements. The Company’s definite-lived intangible assets consist primarily of transit and street furniture contracts, site-leases and other contractual rights, all of which are amortized over the shorter of either the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. Permanent easements are indefinite-lived intangible assets which include certain rights to use real property not owned by the Company. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are recorded at cost.
The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets at June 30, 2014 and December 31, 2013, respectively:
(In thousands) |
June 30, 2014 |
|
December 31, 2013 |
||||||||
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Gross Carrying Amount |
|
Accumulated Amortization |
||||
Transit, street furniture and other contractual rights |
$ |
777,431 |
|
$ |
(497,061) |
|
$ |
777,521 |
|
$ |
(464,548) |
Permanent easements |
|
174,597 |
|
|
- |
|
|
173,753 |
|
|
- |
Other |
|
2,826 |
|
|
(1,787) |
|
|
2,832 |
|
|
(1,632) |
Total |
$ |
954,854 |
|
$ |
(498,848) |
|
$ |
954,106 |
|
$ |
(466,180) |
Total amortization expense related to definite-lived intangible assets for the three months ended June 30, 2014 and 2013 was $17.0 million and $17.4 million, respectively. Total amortization expense related to definite-lived intangible assets for the six months ended June 30, 2014 and 2013 was $34.1 million and $36.0 million, respectively.
5
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets.
(In thousands) |
||
2015 |
$ |
53,385 |
2016 |
|
43,442 |
2017 |
|
33,110 |
2018 |
|
24,665 |
2019 |
|
18,250 |
Goodwill
The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments.
(In thousands) |
Americas |
|
International |
|
Total |
||||
Balance as of December 31, 2012 |
$ |
571,932 |
|
$ |
290,316 |
|
$ |
862,248 |
|
|
Impairment |
|
- |
|
|
(10,684) |
|
|
(10,684) |
|
Foreign currency |
|
- |
|
|
(974) |
|
|
(974) |
|
Dispositions |
|
- |
|
|
(456) |
|
|
(456) |
Balance as of December 31, 2013 |
|
571,932 |
|
$ |
278,202 |
|
$ |
850,134 |
|
|
Foreign currency |
|
- |
|
|
780 |
|
|
780 |
Balance as of June 30, 2014 |
$ |
571,932 |
|
$ |
278,982 |
|
$ |
850,914 |
NOTE 3 – LONG-TERM DEBT
Long-term debt at June 30, 2014 and December 31, 2013, respectively, consisted of the following:
(In thousands) |
June 30, 2014 |
|
December 31, 2013 |
|||
Clear Channel Worldwide Holdings Senior Notes: |
|
|
|
|
|
|
|
6.5% Series A Senior Notes Due 2022 |
$ |
735,750 |
|
$ |
735,750 |
|
6.5% Series B Senior Notes Due 2022 |
|
1,989,250 |
|
|
1,989,250 |
Clear Channel Worldwide Holdings Senior Subordinated Notes: |
|
|
|
|
|
|
|
7.625% Series A Senior Subordinated Notes Due 2020 |
|
275,000 |
|
|
275,000 |
|
7.625% Series B Senior Subordinated Notes Due 2020 |
|
1,925,000 |
|
|
1,925,000 |
Senior revolving credit facility due 2018 |
|
- |
|
|
- |
|
Other debt |
|
16,169 |
|
|
17,133 |
|
Original issue discount |
|
(6,472) |
|
|
(6,757) |
|
Total debt |
|
4,934,697 |
|
|
4,935,376 |
|
Less: current portion |
|
15,062 |
|
|
15,999 |
|
Total long-term debt |
$ |
4,919,635 |
|
$ |
4,919,377 |
The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $5.3 billion and $5.1 billion at June 30, 2014 and December 31, 2013, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as Level 1.
6
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 4 – SUPPLEMENTAL DISCLOSURES
Income Tax Benefit (Expense)
The Company’s income tax benefit (expense) for the three and six months ended June 30, 2014 and 2013, respectively, consisted of the following components:
(In thousands) |
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
2014 |
|
2013 |
|
2014 |
|
2013 |
||||
Current tax benefit (expense) |
$ |
19,563 |
|
$ |
(18,550) |
|
$ |
(19,848) |
|
$ |
(36,579) |
Deferred tax benefit |
|
5,257 |
|
|
6,456 |
|
|
27,723 |
|
|
29,491 |
Income tax benefit (expense) |
$ |
24,820 |
|
$ |
(12,094) |
|
$ |
7,875 |
|
$ |
(7,088) |
The effective tax rates for the three and six months ended June 30, 2014 were (70.3)% and 17.8%, respectively. The effective rates were primarily impacted by the Company’s inability to record tax benefits on tax losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future years. In addition, the effective tax rates were impacted by the timing and mix of earnings in the various jurisdictions in which the Company operates.
The effective tax rates for the three and six months ended June 30, 2013 were 39.2% and (14.7)%, respectively. The effective rates for the three and six months ended June 30, 2013 were primarily impacted by the Company’s inability to record tax benefits on tax losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future years.
Supplemental Cash Flow Information
During the six months ended June 30, 2014 and 2013, cash paid for interest and income taxes, net of income tax refunds of $0.2 million and $1.2 million, respectively, was as follows:
(In thousands) |
Six Months Ended June 30, |
||||
|
2014 |
|
2013 |
||
Interest |
$ |
176,217 |
|
$ |
174,401 |
Income taxes |
|
16,823 |
|
|
24,712 |
NOTE 5 – COMMITMENTS, CONTINGENCIES AND GUARANTEES
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.
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; governmental fines; and tax disputes.
Los Angeles Litigation
In 2008, Summit Media, LLC, one of the Company’s competitors, sued the City of Los Angeles (the “City”), Clear Channel Outdoor, Inc. and CBS Outdoor in Los Angeles Superior Court (Case No. BS116611) challenging the validity of a settlement agreement that had been entered into in November 2006 among the parties. Pursuant to the settlement agreement, Clear Channel Outdoor, Inc. had taken down existing billboards and converted 83 existing signs from static displays to digital displays pursuant to modernization permits issued through an administrative process of the City. The Los Angeles Superior Court ruled in January 2010 that the settlement agreement constituted an ultra vires act of the City and nullified its existence, but did not invalidate the modernization permits issued to Clear Channel Outdoor, Inc. and CBS. All parties appealed the ruling by the Los Angeles Superior Court to the
7
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Court of Appeal for the State of California, Second Appellate District, Division 8. On December 10, 2012, the Court of Appeal issued an order upholding the Superior Court’s finding that the settlement agreement was ultra vires and remanding the case to the Superior Court for the purpose of invalidating the modernization permits issued to Clear Channel Outdoor, Inc. and CBS for the digital displays that were the subject of the settlement agreement. On January 22, 2013, Clear Channel Outdoor, Inc. filed a petition with the California Supreme Court requesting its review of the matter, and the Supreme Court denied that petition on February 27, 2013. On April 12, 2013, the Los Angeles Superior Court invalidated 82 digital modernization permits issued to Clear Channel Outdoor, Inc. (77 of which displays were operating at the time of the ruling) and 13 issued to CBS and ordered that the companies turn off the electrical power to affected digital displays by the close of business on April 15, 2013. Clear Channel Outdoor, Inc. has complied with the order. On April 16, 2013, the Court conducted further proceedings during which it held that it was not invalidating two additional digital modernization permits that Clear Channel Outdoor, Inc. had secured through a special zoning plan and confirmed that its April 12 order invalidated only digital modernization permits – no other types of permits the companies may have secured for the signs at issue. Summit Media, LLC filed a further motion requesting that the Court order the demolition of the 82 sign structures on which the now-invalidated digital signs operated, as well as the invalidation of several other permits for traditional signs allegedly issued under the settlement agreement. At a hearing held on November 22, 2013, the Court denied Summit Media, LLC’s demolition motion by allowing the 82 sign structures and their LED faces to remain intact, thus allowing Clear Channel Outdoor, Inc. to seek permits under the existing City sign code to either wrap the LED faces with vinyl or convert the LED faces to traditional static signs. The Court further confirmed the invalidation of all permits issued under the settlement agreement. In anticipation of this order, Clear Channel Outdoor, Inc. had removed six static billboard facings solely permitted under the settlement agreement. At a hearing held on January 21, 2014, the Court denied Summit Media, LLC’s motion for attorney’s fees on the basis that Summit Media, LLC had a substantial financial interest in the outcome of the litigation and, therefore, was not entitled to fees under California’s private attorney general statute. On March 12, 2014, Summit Media, LLC filed notices of appeal of the orders denying Summit Media, LLC’s fee petition and denying in part Summit Media, LLC’s demolition motion.
Guarantees
As of June 30, 2014, the Company had $65.8 million in letters of credit outstanding, of which $0.2 million of letters of credit were cash secured. Additionally, as of June 30, 2014, Clear Channel Communications had outstanding commercial standby letters of credit and surety bonds of $1.5 million and $42.7 million, respectively, held on behalf of the Company. These letters of credit and surety bonds relate to various operational matters, including insurance, bid and performance bonds, as well as other items. Letters of credit in the amount of $2.0 million are collateral in support of surety bonds and these amounts would only be drawn under the letter of credit in the event the associated surety bonds were funded and the Company did not honor its reimbursement obligation to the issuers.
In addition, as of June 30, 2014, the Company had outstanding bank guarantees of $59.5 million related to international subsidiaries, of which $15.8 million were backed by cash collateral.
NOTE 6 – RELATED PARTY TRANSACTIONS
The Company records net amounts due to or from Clear Channel Communications as “Due from/to Clear Channel Communications” on the consolidated balance sheets. The accounts represent the revolving promissory note issued by the Company to Clear Channel Communications and the Due from Clear Channel Communications Note, in the face amount of $1.0 billion, or if more or less than such amount, the aggregate unpaid principal amount of all advances. The accounts accrue interest pursuant to the terms of the promissory notes and are generally payable on demand or when they mature on December 15, 2017.
Included in the accounts are the net activities resulting from day-to-day cash management services provided by Clear Channel Communications. As a part of these services, the Company maintains collection bank accounts swept daily into accounts of Clear Channel Communications (after satisfying the funding requirements of the Trustee Accounts under the Clear Channel Worldwide Holdings, Inc. (“CCWH”) senior notes and the CCWH subordinated notes). In return, Clear Channel Communications funds the Company’s controlled disbursement accounts as checks or electronic payments are presented for payment. The Company’s claim in relation to cash transferred from its concentration account is on an unsecured basis and is limited to the balance of the “Due from Clear Channel Communications” account. At June 30, 2014 and December 31, 2013, the asset recorded in “Due from Clear Channel Communications” on the consolidated balance sheets was $950.2 million and $879.1 million, respectively.
The net interest income for the three months ended June 30, 2014 and 2013 was $15.2 million and $12.5 million, respectively. The net interest income for the six months ended June 30, 2014 and 2013 was $29.9 million and $24.4 million, respectively. At June 30, 2014 and December 31, 2013, the fixed interest rate on the “Due from Clear Channel Communications” account was 6.5%, which is equal to the fixed interest rate on the CCWH senior notes.
8
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Company provides advertising space on its billboards for radio stations owned by Clear Channel Communications. For the three months ended June 30, 2014 and 2013, the Company recorded $1.1 million and $0.1 million, respectively, in revenue for these advertisements. For the six months ended June 30, 2014 and 2013, the Company recorded $2.1 million and $0.2 million, respectively, in revenue for these advertisements.
Under the Corporate Services Agreement between Clear Channel Communications and the Company, Clear Channel Communications provides management services to the Company, which include, among other things: (i) treasury, payroll and other financial related services; (ii) certain executive officer services; (iii) human resources and employee benefits services; (iv) legal and related services; (v) information systems, network and related services; (vi) investment services; (vii) procurement and sourcing support services; and (viii) other general corporate services. These services are charged to the Company based on actual direct costs incurred or allocated by Clear Channel Communications based on headcount, revenue or other factors on a pro rata basis. For the three months ended June 30, 2014 and 2013, the Company recorded $7.1 million and $9.3 million, respectively, as a component of corporate expenses for these services. For the six months ended June 30, 2014 and 2013, the Company recorded $16.3 million and $18.7 million, respectively, as a component of corporate expenses for these services.
Pursuant to the Tax Matters Agreement between Clear Channel Communications and the Company, the operations of the Company are included in a consolidated federal income tax return filed by Clear Channel Communications. The Company’s provision for income taxes has been computed on the basis that the Company files separate consolidated federal income tax returns with its subsidiaries. Tax payments are made to Clear Channel Communications on the basis of the Company’s separate taxable income. Tax benefits recognized on the Company’s employee stock option exercises are retained by the Company.
The Company computes its deferred income tax provision using the liability method in accordance with the provisions of ASC 740-10, as if the Company was a separate taxpayer. Deferred tax assets and liabilities are determined based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not some portion or all of the asset will not be realized.
Pursuant to the Employee Matters Agreement, the Company’s employees participate in Clear Channel Communications’ employee benefit plans, including employee medical insurance and a 401(k) retirement benefit plan. These costs are recorded as a component of selling, general and administrative expenses and were approximately $2.7 million and $2.7 million for the three months ended June 30, 2014 and 2013, respectively. For the six months ended June 30, 2014 and 2013, the Company recorded approximately $5.3 million and $5.4 million, respectively, as a component of selling, general and administrative expenses for these services.
9
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 7 – SHAREHOLDERS’ EQUITY AND COMPREHENSIVE LOSS
The Company reports its noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity. The following table shows the changes in shareholders’ equity attributable to the Company and the noncontrolling interests of subsidiaries in which the Company has a majority, but not total ownership interest:
(In thousands) |
The Company |
|
Noncontrolling Interests |
|
Consolidated |
|||
Balances at January 1, 2014 |
$ |
(41,938) |
|
$ |
202,046 |
|
$ |
160,108 |
Net income (loss) |
|
(45,833) |
|
|
9,588 |
|
|
(36,245) |
Dividends and other payments to noncontrolling interests |
|
- |
|
|
- |
|
|
- |
Foreign currency translation adjustments |
|
(13,111) |
|
|
(3,451) |
|
|
(16,562) |
Unrealized holding gain on marketable securities |
|
679 |
|
|
- |
|
|
679 |
Other adjustments to comprehensive loss |
|
- |
|
|
- |
|
|
- |
Other, net |
|
4,991 |
|
|
(9,673) |
|
|
(4,682) |
Balances at June 30, 2014 |
$ |
(95,212) |
|
$ |
198,510 |
|
$ |
103,298 |
|
|
|
|
|
|
|
|
|
Balances at January 1, 2013 |
$ |
198,155 |
|
$ |
247,934 |
|
$ |
446,089 |
Net income (loss) |
|
(65,370) |
|
|
9,951 |
|
|
(55,419) |
Foreign currency translation adjustments |
|
(38,306) |
|
|
(6,830) |
|
|
(45,136) |
Unrealized holding gain on marketable securities |
|
216 |
|
|
- |
|
|
216 |
Other adjustments to comprehensive loss |
|
(998) |
|
|
- |
|
|
(998) |
Other, net |
|
2,306 |
|
|
(8,835) |
|
|
(6,529) |
Balances at June 30, 2013 |
$ |
96,003 |
|
$ |
242,220 |
|
$ |
338,223 |
On July 21, 2014, in accordance with the terms of its charter, a committee of the Company’s board of directors (1) provided notice of its intent to demand $175 million outstanding under the revolving promissory note with Clear Channel Communications on August 11, 2014 and (2) declared a special cash dividend in aggregate amount equal to $175 million, the payment of which is conditioned upon the satisfaction by Clear Channel Communications of such demand, payable on August 11, 2014 to the Company’s stockholders of record as of August 4, 2014. Following satisfaction of the demand, the balance outstanding under the note will be reduced by $175 million.
10
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 8 – SEGMENT DATA
The Company has two reportable segments, which it believes best reflect how the Company is currently managed – Americas and International. The Americas segment consists of operations primarily in the United States and Canada, and the International segment primarily includes operations in Europe, Asia, Australia and Latin America. The Americas and International display inventory consists primarily of billboards, street furniture displays and transit displays. Corporate includes infrastructure and support including information technology, human resources, legal, finance and administrative functions of each of the Company’s reportable segments, as well as overall executive, administrative and support functions. Share-based payments are recorded in corporate expenses.
The following table presents the Company’s reportable segment results for the three and six months ended June 30, 2014 and 2013:
(In thousands) |
|
|
|
|
|
|
Corporate and other |
|
|
|
|
|
Americas |
|
International |
|
reconciling items |
|
Consolidated |
||||
Three months ended June 30, 2014 |
|||||||||||
Revenue |
$ |
319,147 |
|
$ |
462,058 |
|
$ |
- |
|
$ |
781,205 |
Direct operating expenses |
|
139,734 |
|
|
273,410 |
|
|
- |
|
|
413,144 |
Selling, general and administrative expenses |
|
52,420 |
|
|
87,851 |
|
|
- |
|
|
140,271 |
Corporate expenses |
|
- |
|
|
- |
|
|
33,333 |
|
|
33,333 |
Depreciation and amortization |
|
47,523 |
|
|
50,214 |
|
|
989 |
|
|
98,726 |
Other operating income, net |
|
- |
|
|
- |
|
|
247 |
|
|
247 |
Operating income (loss) |
$ |
79,470 |
|
$ |
50,583 |
|
$ |
(34,075) |
|
$ |
95,978 |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
$ |
17,190 |
|
$ |
36,269 |
|
$ |
880 |
|
$ |
54,339 |
Share-based compensation expense |
$ |
- |
|
$ |
- |
|
$ |
2,240 |
|
$ |
2,240 |
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2013 |
|||||||||||
Revenue |
$ |
335,025 |
|
$ |
431,846 |
|
$ |
- |
|
$ |
766,871 |
Direct operating expenses |
|
141,813 |
|
|
257,745 |
|
|
- |
|
|
399,558 |
Selling, general and administrative expenses |
|
55,121 |
|
|
77,899 |
|
|
- |
|
|
133,020 |
Corporate expenses |
|
- |
|
|
- |
|
|
33,892 |
|
|
33,892 |
Depreciation and amortization |
|
47,041 |
|
|
49,930 |
|
|
595 |
|
|
97,566 |
Other operating income, net |
|
- |
|
|
- |
|
|
3,697 |
|
|
3,697 |
Operating income (loss) |
$ |
91,050 |
|
$ |
46,272 |
|
$ |
(30,790) |
|
$ |
106,532 |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
$ |
16,756 |
|
$ |
22,792 |
|
$ |
1,116 |
|
$ |
40,664 |
Share-based compensation expense |
$ |
- |
|
$ |
- |
|
$ |
2,334 |
|
$ |
2,334 |
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2014 |
|||||||||||
Revenue |
$ |
587,904 |
|
$ |
828,552 |
|
$ |
- |
|
$ |
1,416,456 |
Direct operating expenses |
|
273,022 |
|
|
521,635 |
|
|
- |
|
|
794,657 |
Selling, general and administrative expenses |
|
103,532 |
|
|
169,689 |
|
|
- |
|
|
273,221 |
Corporate expenses |
|
- |
|
|
- |
|
|
64,030 |
|
|
64,030 |
Depreciation and amortization |
|
95,121 |
|
|
100,658 |
|
|
1,688 |
|
|
197,467 |
Other operating income, net |
|
- |
|
|
- |
|
|
2,901 |
|
|
2,901 |
Operating income (loss) |
$ |
116,229 |
|
$ |
36,570 |
|
$ |
(62,817) |
|
$ |
89,982 |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
$ |
29,410 |
|
$ |
61,355 |
|
$ |
2,202 |
|
$ |
92,967 |
Share-based compensation expense |
$ |
- |
|
$ |
- |
|
$ |
4,250 |
|
$ |
4,250 |
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2013 |
|||||||||||
Revenue |
$ |
621,486 |
|
$ |
795,595 |
|
$ |
- |
|
$ |
1,417,081 |
Direct operating expenses |
|
278,704 |
|
|
507,045 |
|
|
- |
|
|
785,749 |
Selling, general and administrative expenses |
|
109,493 |
|
|
163,088 |
|
|
- |
|
|
272,581 |
Corporate expenses |
|
- |
|
|
- |
|
|
61,716 |
|
|
61,716 |
Depreciation and amortization |
|
95,726 |
|
|
100,923 |
|
|
1,244 |
|
|
197,893 |
Other operating income, net |
|
- |
|
|
- |
|
|
5,800 |
|
|
5,800 |
Operating income (loss) |
$ |
137,563 |
|
$ |
24,539 |
|
$ |
(57,160) |
|
$ |
104,942 |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
$ |
29,651 |
|
$ |
48,700 |
|
$ |
1,754 |
|
$ |
80,105 |
Share-based compensation expense |
$ |
- |
|
$ |
- |
|
$ |
3,995 |
|
$ |
3,995 |
11
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 9 – GUARANTOR SUBSIDIARIES
The Company and certain of the Company’s direct and indirect wholly-owned domestic subsidiaries (the “Guarantor Subsidiaries”) fully and unconditionally guarantee on a joint and several basis certain of the outstanding indebtedness of CCWH (the “Subsidiary Issuer”). The following consolidating schedules present financial information on a combined basis in conformity with the SEC’s Regulation S-X Rule 3-10(d):
(In thousands) |
As of June 30, 2014 |
|||||||||||||||||
|
|
Parent |
|
Subsidiary |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Company |
|
Issuer |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
Cash and cash equivalents |
$ |
35,121 |
|
$ |
- |
|
$ |
7,203 |
|
$ |
183,650 |
|
$ |
- |
|
$ |
225,974 |
|
Accounts receivable, net of allowance |
|
- |
|
|
- |
|
|
216,108 |
|
|
525,574 |
|
|
- |
|
|
741,682 |
|
Intercompany receivables |
|
- |
|
|
189,985 |
|
|
1,604,536 |
|
|
- |
|
|
(1,794,521) |
|
|
- |
|
Prepaid expenses |
|
1,327 |
|
|
- |
|
|
63,297 |
|
|
78,276 |
|
|
- |
|
|
142,900 |
|
Other current assets |
|
65 |
|
|
6,850 |
|
|
22,108 |
|
|
45,558 |
|
|
- |
|
|
74,581 |
|
|
Total Current Assets |
|
36,513 |
|
|
196,835 |
|
|
1,913,252 |
|
|
833,058 |
|
|
(1,794,521) |
|
|
1,185,137 |
Structures, net |
|
- |
|
|
- |
|
|
1,100,054 |
|
|
610,090 |
|
|
- |
|
|
1,710,144 |
|
Other property, plant and equipment, net |
|
- |
|
|
- |
|
|
161,635 |
|
|
136,138 |
|
|
- |
|
|
297,773 |
|
Indefinite-lived intangibles |
|
- |
|
|
- |
|
|
1,055,890 |
|
|
12,001 |
|
|
- |
|
|
1,067,891 |
|
Other intangibles, net |
|
- |
|
|
- |
|
|
335,459 |
|
|
120,547 |
|
|
- |
|
|
456,006 |
|
Goodwill |
|
- |
|
|
- |
|
|
571,932 |
|
|
278,982 |
|
|
- |
|
|
850,914 |
|
Due from Clear Channel Communications |
|
950,172 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
950,172 |
|
Intercompany notes receivable |
|
182,026 |
|
|
4,996,551 |
|
|
- |
|
|
- |
|
|
(5,178,577) |
|
|
- |
|
Other assets |
|
346,863 |
|
|
853,396 |
|
|
1,355,744 |
|
|
63,847 |
|
|
(2,468,093) |
|
|
151,757 |
|
|
Total Assets |
$ |
1,515,574 |
|
$ |
6,046,782 |
|
$ |
6,493,966 |
|
$ |
2,054,663 |
|
$ |
(9,441,191) |
|
$ |
6,669,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
- |
|
$ |
- |
|
$ |
6,422 |
|
$ |
63,487 |
|
$ |
- |
|
$ |
69,909 |
|
Intercompany payable |
|
1,601,604 |
|
|
- |
|
|
189,985 |
|
|
2,932 |
|
|
(1,794,521) |
|
|
- |
|
Accrued expenses |
|
534 |
|
|
(1,130) |
|
|
94,029 |
|
|
441,100 |
|
|
- |
|
|
534,533 |
|
Deferred income |
|
- |
|
|
- |
|
|
61,388 |
|
|
90,468 |
|
|
- |
|
|
151,856 |
|
Current portion of long-term debt |
|
- |
|
|
- |
|
|
53 |
|
|
15,009 |
|
|
- |
|
|
15,062 |
|
|
Total Current Liabilities |
|
1,602,138 |
|
|
(1,130) |
|
|
351,877 |
|
|
612,996 |
|
|
(1,794,521) |
|
|
771,360 |
Long-term debt |
|
- |
|
|
4,918,528 |
|
|
1,107 |
|
|
- |
|
|
- |
|
|
4,919,635 |
|
Intercompany notes payable |
|
- |
|
|
- |
|
|
5,034,451 |
|
|
144,126 |
|
|
(5,178,577) |
|
|
- |
|
Deferred tax liability |
|
186 |
|
|
85 |
|
|
614,501 |
|
|
15,078 |
|
|
- |
|
|
629,850 |
|
Other long-term liabilities |
|
- |
|
|
- |
|
|
145,104 |
|
|
100,547 |
|
|
- |
|
|
245,651 |
|
Total shareholders' equity |
|
(86,750) |
|
|
1,129,299 |
|
|
346,926 |
|
|
1,181,916 |
|
|
(2,468,093) |
|
|
103,298 |
|
|
Total Liabilities and Shareholders' Equity |
$ |
1,515,574 |
|
$ |
6,046,782 |
|
$ |
6,493,966 |
|
$ |
2,054,663 |
|
$ |
(9,441,191) |
|
$ |
6,669,794 |
13
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands) |
As of December 31, 2013 |
|||||||||||||||||
|
|
Parent |
|
Subsidiary |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Company |
|
Issuer |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
Cash and cash equivalents |
$ |
83,185 |
|
$ |
- |
|
$ |
5,885 |
|
$ |
225,475 |
|
$ |
- |
|
$ |
314,545 |
|
Accounts receivable, net of allowance |
|
- |
|
|
- |
|
|
207,753 |
|
|
502,776 |
|
|
- |
|
|
710,529 |
|
Intercompany receivables |
|
- |
|
|
186,659 |
|
|
1,592,228 |
|
|
- |
|
|
(1,778,887) |
|
|
- |
|
Prepaid expenses |
|
1,390 |
|
|
- |
|
|
72,006 |
|
|
71,625 |
|
|
- |
|
|
145,021 |
|
Other current assets |
|
3 |
|
|
6,850 |
|
|
20,333 |
|
|
41,147 |
|
|
- |
|
|
68,333 |
|
|
Total Current Assets |
|
84,578 |
|
|
193,509 |
|
|
1,898,205 |
|
|
841,023 |
|
|
(1,778,887) |
|
|
1,238,428 |
Structures, net |
|
- |
|
|
- |
|
|
1,142,094 |
|
|
623,416 |
|
|
- |
|
|
1,765,510 |
|
Other property, plant and equipment, net |
|
- |
|
|
- |
|
|
178,149 |
|
|
137,439 |
|
|
- |
|
|
315,588 |
|
Indefinite-lived intangibles |
|
- |
|
|
- |
|
|
1,055,728 |
|
|
12,055 |
|
|
- |
|
|
1,067,783 |
|
Other intangibles, net |
|
- |
|
|
- |
|
|
344,178 |
|
|
143,748 |
|
|
- |
|
|
487,926 |
|
Goodwill |
|
- |
|
|
- |
|
|
571,932 |
|
|
278,202 |
|
|
- |
|
|
850,134 |
|
Due from Clear Channel Communications |
|
879,108 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
879,108 |
|
Intercompany notes receivable |
|
182,026 |
|
|
5,002,517 |
|
|
- |
|
|
- |
|
|
(5,184,543) |
|
|
- |
|
Other assets |
|
408,083 |
|
|
871,363 |
|
|
1,373,504 |
|
|
61,626 |
|
|
(2,559,661) |
|
|
154,915 |
|
|
Total Assets |
$ |
1,553,795 |
|
$ |
6,067,389 |
|
$ |
6,563,790 |
|
$ |
2,097,509 |
|
$ |
(9,523,091) |
|
$ |
6,759,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
- |
|
$ |
- |
|
$ |
11,742 |
|
$ |
74,140 |
|
$ |
- |
|
$ |
85,882 |
|
Intercompany payable |
|
1,586,370 |
|
|
- |
|
|
186,659 |
|
|
5,858 |
|
|
(1,778,887) |
|
|
- |
|
Accrued expenses |
|
725 |
|
|
1,342 |
|
|
105,909 |
|
|
455,790 |
|
|
- |
|
|
563,766 |
|
Deferred income |
|
- |
|
|
- |
|
|
42,591 |
|
|
65,352 |
|
|
- |
|
|
107,943 |
|
Current portion of long-term debt |
|
- |
|
|
- |
|
|
47 |
|
|
15,952 |
|
|
- |
|
|
15,999 |
|
|
Total Current Liabilities |
|
1,587,095 |
|
|
1,342 |
|
|
346,948 |
|
|
617,092 |
|
|
(1,778,887) |
|
|
773,590 |
Long-term debt |
|
- |
|
|
4,918,243 |
|
|
1,134 |
|
|
- |
|
|
- |
|
|
4,919,377 |
|
Intercompany notes payable |
|
- |
|
|
- |
|
|
5,025,497 |
|
|
159,046 |
|
|
(5,184,543) |
|
|
- |
|
Deferred tax liability |
|
175 |
|
|
85 |
|
|
638,141 |
|
|
17,749 |
|
|
- |
|
|
656,150 |
|
Other long-term liabilities |
|
- |
|
|
- |
|
|
143,925 |
|
|
106,242 |
|
|
- |
|
|
250,167 |
|
Total shareholders' equity |
|
(33,475) |
|
|
1,147,719 |
|
|
408,145 |
|
|
1,197,380 |
|
|
(2,559,661) |
|
|
160,108 |
|
|
Total Liabilities and Shareholders' Equity |
$ |
1,553,795 |
|
$ |
6,067,389 |
|
$ |
6,563,790 |
|
$ |
2,097,509 |
|
$ |
(9,523,091) |
|
$ |
6,759,392 |
14
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands) |
Three Months Ended June 30, 2014 |
|||||||||||||||||
|
|
Parent |
|
Subsidiary |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Company |
|
Issuer |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
Revenue |
$ |
- |
|
$ |
- |
|
$ |
295,190 |
|
$ |
486,015 |
|
$ |
- |
|
$ |
781,205 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses |
|
- |
|
|
- |
|
|
123,377 |
|
|
289,767 |
|
|
- |
|
|
413,144 |
|
Selling, general and administrative expenses |
|
- |
|
|
- |
|
|
48,493 |
|
|
91,778 |
|
|
- |
|
|
140,271 |
|
Corporate expenses |
|
2,769 |
|
|
- |
|
|
16,016 |
|
|
14,548 |
|
|
- |
|
|
33,333 |
|
Depreciation and amortization |
|
- |
|
|
- |
|
|
47,466 |
|
|
51,260 |
|
|
- |
|
|
98,726 |
|
Other operating income (expense), net |
|
(142) |
|
|
- |
|
|
814 |
|
|
(425) |
|
|
- |
|
|
247 |
Operating income (loss) |
|
(2,911) |
|
|
- |
|
|
60,652 |
|
|
38,237 |
|
|
- |
|
|
95,978 |
|
Interest (income) expense, net |
|
(2) |