Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 04, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-32663 | |
Entity Registrant Name | CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-0318078 | |
Entity Address, Address Line One | 4830 North Loop 1604 West, | |
Entity Address, Address Line Two | Suite 111 | |
Entity Address, City or Town | San Antonio, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78249 | |
City Area Code | (210) | |
Local Phone Number | 547-8800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 467,328,864 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001334978 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | CCO | |
Security Exchange Name | NYSE | |
Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
No Trading Symbol Flag | true | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 662,088 | $ 398,858 |
Accounts receivable | 393,958 | 733,471 |
Less: Allowance for credit losses | (24,680) | (23,786) |
Accounts receivable, net | 369,278 | 709,685 |
Prepaid expenses | 57,535 | 60,593 |
Other current assets | 29,788 | 32,755 |
Total Current Assets | 1,118,689 | 1,201,891 |
PROPERTY, PLANT AND EQUIPMENT | ||
Structures, net | 712,723 | 953,545 |
Other property, plant and equipment, net | 208,464 | 257,609 |
INTANGIBLE ASSETS AND GOODWILL | ||
Indefinite-lived permits | 843,846 | 965,863 |
Other intangible assets, net | 302,877 | 326,665 |
Goodwill | 702,457 | 704,158 |
OTHER ASSETS | ||
Operating lease right-of-use assets | 1,601,221 | 1,885,482 |
Other assets | 73,562 | 98,075 |
Total Assets | 5,563,839 | 6,393,288 |
CURRENT LIABILITIES | ||
Accounts payable | 112,498 | 94,588 |
Accrued expenses | 363,144 | 503,939 |
Current operating lease liabilities | 329,683 | 387,882 |
Deferred revenue | 84,383 | 84,035 |
Accrued interest | 106,926 | 89,786 |
Current portion of long-term debt | 20,665 | 20,294 |
Total Current Liabilities | 1,017,299 | 1,180,524 |
NON-CURRENT LIABILITIES | ||
Long-term debt | 5,257,138 | 5,063,724 |
Mandatorily-redeemable preferred stock | 0 | 44,912 |
Non-current operating lease liabilities | 1,304,490 | 1,559,743 |
Deferred tax liability | 410,255 | 416,066 |
Other long-term liabilities | 182,512 | 183,025 |
Total Liabilities | 8,171,694 | 8,447,994 |
Commitments and Contingencies (Note 5) | ||
STOCKHOLDERS’ DEFICIT | ||
Noncontrolling interest | 11,424 | 152,814 |
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized; 468,367,036 shares issued as of June 30, 2020; 466,744,939 shares issued as of December 31, 2019 | 4,684 | 4,667 |
Additional paid-in capital | 3,496,641 | 3,489,593 |
Accumulated deficit | (5,771,481) | (5,349,611) |
Accumulated other comprehensive loss | (346,400) | (349,552) |
Treasury stock (1,082,635 shares held as of June 30, 2020; 504,650 shares held as of December 31, 2019) | (2,723) | (2,617) |
Total Stockholders' Deficit | (2,607,855) | (2,054,706) |
Total Liabilities and Stockholders' Deficit | $ 5,563,839 | $ 6,393,288 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 2,350,000,000 | 2,350,000,000 |
Common stock issued (in shares) | 468,367,036 | 466,744,939 |
Treasury stock (in shares) | 1,082,635 | 504,650 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 314,906 | $ 698,015 | $ 865,715 | $ 1,285,131 |
Operating expenses: | ||||
Direct operating expenses (excludes depreciation and amortization) | 254,553 | 363,029 | 604,822 | 710,856 |
Selling, general and administrative expenses (excludes depreciation and amortization) | 99,688 | 134,721 | 223,392 | 257,687 |
Corporate expenses (excludes depreciation and amortization) | 32,665 | 38,907 | 69,003 | 67,521 |
Depreciation and amortization | 66,192 | 80,174 | 141,945 | 155,250 |
Impairment charges | 0 | 0 | 123,137 | 0 |
Other operating income (expense), net | 69,600 | 1,270 | 63,579 | (2,252) |
Operating income (loss) | (68,592) | 82,454 | (233,005) | 91,565 |
Interest expense, net | 88,742 | 107,971 | 178,884 | 222,834 |
Loss on Due from iHeartCommunications | 0 | (5,778) | 0 | (5,778) |
Loss on extinguishment of debt | 0 | 0 | 0 | (5,474) |
Other expense, net | (4,490) | (9,203) | (23,379) | (9,768) |
Consolidated net loss before income taxes | (161,824) | (40,498) | (435,268) | (152,289) |
Income tax benefit (expense) | 19,221 | 29,093 | 3,442 | (28,670) |
Consolidated net loss | (142,603) | (11,405) | (431,826) | (180,959) |
Less amount attributable to noncontrolling interest | (5,405) | (466) | (17,137) | (5,853) |
Net loss attributable to the Company | (137,198) | (10,939) | (414,689) | (175,106) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 10,442 | 172 | (5,979) | 2,721 |
Other adjustments to comprehensive income, net of tax | (19) | 2,592 | (19) | 2,592 |
Other comprehensive income (loss) | 10,423 | 2,764 | (5,998) | 5,313 |
Comprehensive loss | (126,775) | (8,175) | (420,687) | (169,793) |
Less amount attributable to noncontrolling interest | 350 | (3,021) | (1,901) | 563 |
Comprehensive loss attributable to the Company | $ (127,125) | $ (5,154) | $ (418,786) | $ (170,356) |
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Net loss attributable to the Company per share of common stock (in dollars per share) | $ (0.30) | $ (0.03) | $ (0.89) | $ (0.48) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Cumulative Effect, Period Of Adoption, Adjustment | Common Stock | Non-controlling Interest | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period Of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Treasury Stock | Class A Common Shares IssuedCommon Stock | Class B Common Shares IssuedCommon Stock | Common Shares IssuedCommon Stock |
Beginning balance (in shares) at Dec. 31, 2018 | 51,559,633 | 315,000,000 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ (2,101,652) | $ 14,613 | $ 3,666 | $ 160,362 | $ 3,086,307 | $ (5,000,920) | $ 14,613 | $ (344,489) | $ (6,578) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (180,959) | (5,853) | (175,106) | |||||||||
Exercise of stock options and release of stock awards (in shares) | 187,120 | 797,340 | ||||||||||
Exercise of stock options and release of stock awards | (2,128) | 9 | 295 | (2,432) | ||||||||
Share-based compensation | 10,395 | 39 | 10,356 | |||||||||
Payments to noncontrolling interests | (9,548) | (9,548) | ||||||||||
Recapitalization of equity (in shares) | (51,746,753) | (315,000,000) | 365,618,611 | |||||||||
Recapitalization of equity | 0 | (11) | (6,575) | 6,586 | ||||||||
Capital contributions | 114,967 | 114,967 | ||||||||||
Distributions | (65,936) | (65,936) | ||||||||||
Other comprehensive income (loss) | 5,313 | 563 | 4,750 | |||||||||
Other | 10 | 10 | ||||||||||
Ending balance (in shares) at Jun. 30, 2019 | 0 | 0 | 366,415,951 | |||||||||
Ending balance at Jun. 30, 2019 | (2,214,925) | 3,664 | 145,563 | 3,139,424 | (5,161,413) | (339,739) | (2,424) | |||||
Beginning balance (in shares) at Mar. 31, 2019 | 51,709,760 | 315,000,000 | ||||||||||
Beginning balance at Mar. 31, 2019 | (2,255,830) | 3,667 | 155,027 | 3,088,061 | (5,150,474) | (345,524) | (6,587) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (11,405) | (466) | (10,939) | |||||||||
Exercise of stock options and release of stock awards (in shares) | 36,993 | 797,340 | ||||||||||
Exercise of stock options and release of stock awards | (2,192) | 8 | 223 | (2,423) | ||||||||
Share-based compensation | 8,561 | (113) | 8,674 | |||||||||
Payments to noncontrolling interests | (5,864) | (5,864) | ||||||||||
Recapitalization of equity (in shares) | (51,746,753) | (315,000,000) | 365,618,611 | |||||||||
Recapitalization of equity | (11) | (6,575) | 6,586 | |||||||||
Capital contributions | 114,967 | 114,967 | ||||||||||
Distributions | (65,936) | (65,936) | ||||||||||
Other comprehensive income (loss) | 2,764 | (3,021) | 5,785 | |||||||||
Other | 10 | 10 | ||||||||||
Ending balance (in shares) at Jun. 30, 2019 | 0 | 0 | 366,415,951 | |||||||||
Ending balance at Jun. 30, 2019 | (2,214,925) | $ 3,664 | 145,563 | 3,139,424 | (5,161,413) | (339,739) | (2,424) | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 466,744,939 | |||||||||||
Beginning balance at Dec. 31, 2019 | (2,054,706) | $ (7,181) | $ 4,667 | 152,814 | 3,489,593 | (5,349,611) | $ (7,181) | (349,552) | (2,617) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (431,826) | (17,137) | (414,689) | |||||||||
Exercise of stock options and release of stock awards (in shares) | 1,622,097 | |||||||||||
Exercise of stock options and release of stock awards | (57) | $ 17 | 32 | (106) | ||||||||
Share-based compensation | 6,883 | 50 | 6,833 | |||||||||
Payments to noncontrolling interests | (198) | (198) | ||||||||||
Clear Media divestiture | (114,772) | (122,204) | 183 | 7,249 | ||||||||
Other comprehensive income (loss) | (5,998) | (1,901) | (4,097) | |||||||||
Ending balance (in shares) at Jun. 30, 2020 | 468,367,036 | |||||||||||
Ending balance at Jun. 30, 2020 | (2,607,855) | $ 4,684 | 11,424 | 3,496,641 | (5,771,481) | (346,400) | (2,723) | |||||
Beginning balance (in shares) at Mar. 31, 2020 | 466,914,142 | |||||||||||
Beginning balance at Mar. 31, 2020 | (2,363,543) | $ 4,669 | 138,755 | 3,493,369 | (5,634,283) | (363,722) | (2,331) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (142,603) | (5,405) | (137,198) | |||||||||
Exercise of stock options and release of stock awards (in shares) | 1,452,894 | |||||||||||
Exercise of stock options and release of stock awards | (383) | $ 15 | (6) | (392) | ||||||||
Share-based compensation | 3,106 | 8 | 3,098 | |||||||||
Payments to noncontrolling interests | (80) | (80) | ||||||||||
Clear Media divestiture | (114,772) | (122,204) | 183 | 7,249 | ||||||||
Recapitalization of equity | 0 | |||||||||||
Other comprehensive income (loss) | 10,423 | 350 | 10,073 | |||||||||
Other | (3) | (3) | 0 | |||||||||
Ending balance (in shares) at Jun. 30, 2020 | 468,367,036 | |||||||||||
Ending balance at Jun. 30, 2020 | $ (2,607,855) | $ 4,684 | $ 11,424 | $ 3,496,641 | $ (5,771,481) | $ (346,400) | $ (2,723) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (431,826) | $ (180,959) |
Reconciling items: | ||
Depreciation and amortization | 141,945 | 155,250 |
Impairment charges | 123,137 | 0 |
Loss (gain) on disposal of operating and other assets, net | (71,100) | 2,090 |
Foreign exchange transaction loss | 22,731 | 3,625 |
Deferred taxes | (21,242) | (15,143) |
Credit losses | 11,886 | 4,417 |
Share-based compensation | 6,883 | 10,395 |
Amortization of deferred financing charges and note discounts, net | 5,116 | 5,230 |
Loss on Due from iHeartCommunications | 0 | 5,778 |
Loss on extinguishment of debt | 0 | 5,474 |
Other reconciling items, net | (2,682) | (2,787) |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | ||
Decrease in accounts receivable | 203,235 | 44,823 |
Increase in prepaid expenses | (2,303) | (29,272) |
Increase in other current assets | (7,067) | (5,674) |
Increase (decrease) in accounts payable | 30,275 | (3,364) |
Decrease in accrued expenses | (56,475) | (25,190) |
Increase in accrued interest | 20,754 | 55,632 |
Increase in deferred revenue | 20,502 | 10,539 |
Changes in other operating assets and liabilities, net | (18,191) | 14,271 |
Net cash provided by (used for) operating activities | (24,422) | 55,135 |
Cash flows from investing activities: | ||
Proceeds from disposal of assets, net | 217,023 | 2,518 |
Purchases of property, plant and equipment | (63,171) | (79,281) |
Purchases of concession rights | (3,792) | 0 |
Other investing activities, net | (484) | 76 |
Net cash provided by (used for) investing activities | 149,576 | (76,687) |
Cash flows from financing activities: | ||
Draws on credit facilities | 150,000 | 0 |
Proceeds from long-term debt | 0 | 2,235,197 |
Payments on long-term debt | (10,145) | (2,200,113) |
Debt issuance costs | (1,202) | (26,795) |
Proceeds from issuance of mandatorily-redeemable preferred stock | 0 | 43,798 |
Net transfers from iHeartCommunications | 0 | 43,399 |
Proceeds from settlement of Due from iHeartCommunications | 0 | 115,798 |
Other financing activities, net | (261) | (2,956) |
Net cash provided by financing activities | 138,392 | 208,328 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (7,271) | 159 |
Net increase in cash, cash equivalents and restricted cash | 256,275 | 186,935 |
Cash, cash equivalents and restricted cash at beginning of period | 417,075 | 202,869 |
Cash, cash equivalents and restricted cash at end of period | 673,350 | 389,804 |
Supplemental Disclosures: | ||
Cash paid for interest and dividends on mandatorily-redeemable preferred stock | 155,185 | 161,184 |
Cash paid for income taxes, net of refunds | $ 9,982 | $ 21,598 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Preparation of Interim Financial Statements The consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. and its subsidiaries, as well as entities for which the Company has a controlling financial interest or is the primary beneficiary. All significant intercompany transactions have been eliminated in consolidation. All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. The accompanying consolidated financial statements were prepared by 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 may not be indicative of results for the full year. The financial statements contained herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10-K, filed on February 27, 2020. Prior to the Company's separation from iHeartMedia, Inc. ("iHeartMedia") and iHeartCommunications, Inc. ("iHeartCommunications") on May 1, 2019 (the "Separation"), the historical financial statements of the Company consisted of the carve-out financial statements of the outdoor businesses of Clear Channel Holdings, Inc. ("CCH"), Clear Channel Outdoor Holdings, Inc. ("CCOH") and its subsidiaries (the "Outdoor Business") and gave effect to allocations of expenses from iHeartMedia to the Company. The carve-out financial statements excluded the portion of the radio businesses previously owned by CCH, which had historically been reported as part of iHeartMedia’s iHM segment prior to the Separation, and amounts attributable to CCH, which was a holding company prior to the Separation with no independent assets or operations. Upon the Separation and the transactions related thereto, the Company’s only assets, liabilities and operations were those of the Outdoor Business. Certain prior period amounts have been reclassified to conform to the 2020 presentation. The Company changed its presentation of segment information during the first quarter of 2020 to reflect changes in the way the business is managed and resources are allocated by the Company's chief operating decision maker ("CODM"). Effective January 1, 2020, there are two reportable business segments: Americas, which consists of operations primarily in the United States ("U.S."), and Europe, which consists of operations in Europe and Singapore. The Company's remaining operating segments in China and Latin America, which do not meet the quantitative thresholds to qualify as reportable segments, are disclosed as "Other." Accordingly, the Company has restated the segment disclosures for prior periods. Refer to Note 2 for additional details. In March 2020, the World Health Organization categorized coronavirus disease 2019 ("COVID-19") as a pandemic. COVID-19 continues to spread throughout the U.S. and other countries across the world, and the duration and severity of its effects are currently unknown. The Company has taken and continues to take actions to strengthen its financial position and support the continuity of its platform and operations. These actions include contract negotiations with landlords and municipalities to better align fixed site lease expenses with reductions in revenue. Where applicable, the Company has applied the April supplemental Financial Accounting Standards Board ("FASB") staff guidance regarding accounting for rent concessions resulting from COVID-19. During the second quarter of 2020, the Company recognized reductions of rent expense on lease and non-lease contracts due to negotiated rent abatements of $29.4 million. Negotiated deferrals of rent payments only did not result in a reduction of rent expense. The Company’s consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill, long-lived asset and indefinite-lived intangible 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's assessment of conditions and events, considered in the aggregate, indicates 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 second 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. 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 Instruments, 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 $7.2 million. This adjustment includes $5.4 million related to Clear Media Limited ("Clear Media"), a former indirect, non-wholly owned subsidiary of the Company based in China that was sold on April 28, 2020. The Company performed its expected credit loss calculation separately by segment based on historical accounts receivable write-offs. New Accounting Pronouncements Not Yet Adopted 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. |
SEGMENT DATA
SEGMENT DATA | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA As described in Note 1, the Company changed its presentation of segment information during the first quarter of 2020 to reflect changes in the way the business is managed and resources are allocated by the Company's CODM. Effective January 1, 2020, the Company has two reportable segments – Americas and Europe. The Company's operating segments in China and Latin America, which do not meet the quantitative thresholds to qualify as reportable segments, are disclosed as "Other." As discussed in Note 12, the Company sold its operations in China on April 28, 2020. Accordingly, "Other" segment information presented below includes China through the date of the sale. Each segment provides outdoor advertising services in its respective geographic region using various digital and traditional display types, consisting primarily of billboards, street furniture displays and transit displays. Additionally, beginning in 2020, Segment Adjusted EBITDA is the profitability metric reported to the Company's CODM for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Segment Adjusted EBITDA is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. Segment information for total assets is not presented as this information is not used by the Company's CODM in measuring segment performance or allocating resources between segments. The following tables present the Company's reportable segment results for the three and six months ended June 30, 2020 and 2019. The Company has restated the segment information for prior periods to conform to the 2020 presentation. (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenue Americas $ 199,700 $ 327,142 $ 495,487 $ 599,864 Europe 107,346 290,437 319,036 534,332 Other 7,860 80,436 51,192 150,935 Total $ 314,906 $ 698,015 $ 865,715 $ 1,285,131 Capital Expenditures Americas $ 8,405 $ 15,930 $ 31,896 $ 27,338 Europe 9,327 22,491 19,422 34,425 Other 2,043 6,174 8,385 9,059 Corporate 3,620 6,513 7,260 8,459 Total $ 23,395 $ 51,108 $ 66,963 $ 79,281 Segment Adjusted EBITDA Americas $ 47,019 $ 136,747 $ 154,977 227,876 Europe (68,819) 46,536 (82,930) 63,017 Other (15,255) 20,141 (30,442) 31,361 Total $ (37,055) $ 203,424 $ 41,605 $ 322,254 Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes Segment Adjusted EBITDA $ (37,055) $ 203,424 $ 41,605 $ 322,254 Less reconciling items: Corporate expenses (1) 32,665 38,907 69,003 67,521 Depreciation and amortization 66,192 80,174 141,945 155,250 Impairment charges — — 123,137 — Restructuring and other costs 2,280 3,159 4,104 5,666 Other operating (income) expense, net (69,600) (1,270) (63,579) 2,252 Interest expense, net 88,742 107,971 178,884 222,834 Other charges (2) 4,490 14,981 23,379 21,020 Consolidated net loss before income taxes $ (161,824) $ (40,498) $ (435,268) $ (152,289) (1) Corporate expenses include expenses related to 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. (2) Other charges includes loss on due from iHeartCommunications, loss on extinguishment of debt and other expense, net. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUEThe 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. 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 and six months ended June 30, 2020 and 2019: (In thousands) Revenue from contracts with customers Revenue from leases Total Revenue Three Months Ended June 30, 2020 Americas $ 89,903 $ 109,797 $ 199,700 Europe 90,985 16,361 107,346 Other (1) 7,413 447 7,860 Total $ 188,301 $ 126,605 $ 314,906 Three Months Ended June 30, 2019 Americas $ 182,526 $ 144,616 $ 327,142 Europe 255,024 35,413 290,437 Other (1) 74,479 5,957 80,436 Total $ 512,029 $ 185,986 $ 698,015 Six Months Ended June 30, 2020 Americas $ 253,181 $ 242,306 $ 495,487 Europe 278,175 40,861 319,036 Other (1) 46,689 4,503 51,192 Total $ 578,045 $ 287,670 $ 865,715 Six Months Ended June 30, 2019 Americas $ 314,853 $ 285,011 $ 599,864 Europe 458,885 75,447 534,332 Other (1) 138,699 12,236 150,935 Total $ 912,437 $ 372,694 $ 1,285,131 (1) Other includes the Company's businesses in China and Latin America. 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 June 30, Six Months Ended June 30, (In thousands) 2020 2019 2020 2019 Accounts receivable, net of allowance, from contracts with customers: Beginning balance $ 375,509 $ 418,916 $ 581,555 $ 367,918 Ending balance $ 239,957 $ 509,129 $ 239,957 $ 509,129 Deferred revenue from contracts with customers: Beginning balance $ 57,022 $ 57,073 $ 52,589 $ 39,916 Ending balance $ 47,760 $ 55,164 $ 47,760 $ 55,164 During the three months ended June 30, 2020 and 2019, respectively, the Company recognized $20.3 million and $38.2 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the quarter. During the six months ended June 30, 2020 and 2019, respectively, the Company recognized $44.5 million and $32.3 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 June 30, 2020, the Company expects to recognize $101.5 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with the majority of this amount to be recognized over the next five years. Bad debt expense related to receivables from contracts with customers and leases was $8.2 million and $2.6 million during the three months ended June 30, 2020 and 2019, respectively, and $11.9 million and $4.4 million during the six months ended June 30, 2020 and 2019, respectively. The increase in bad debt expense in 2020 is primarily due to COVID-19. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt outstanding as of June 30, 2020 and December 31, 2019 consisted of the following: (In thousands) June 30, December 31, Term Loan Facility (1) $ 1,985,000 $ 1,995,000 Revolving Credit Facility (2) 150,000 — Receivables-Based Credit Facility — — Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 1,250,000 1,250,000 Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024 (3) 1,901,525 1,901,525 Clear Channel International, B.V. Promissory Note Due 2022 (4) 54,265 — Other debt 5,398 4,161 Original issue discount (13,612) (9,561) Long-term debt fees (54,773) (57,107) Total debt $ 5,277,803 $ 5,084,018 Less: Current portion 20,665 20,294 Total long-term debt $ 5,257,138 $ 5,063,724 (1) In March and June 2020, the Company paid $5.0 million each, for a total of $10.0 million, of the outstanding principal on the term loan facility ("Term Loan Facility") in accordance with the terms of the senior secured credit agreement ("Senior Secured Credit Agreement") governing the senior secured credit facilities (the "Senior Secured Credit Facilities," which consist of the Term Loan Facility and the revolving credit facility (the "Revolving Credit Facility")). (2) On March 24 2020, the Company borrowed $150.0 million under its Revolving Credit Facility. The Revolving Credit Facility matures on August 23, 2024. (3) On February 28, 2020, the Company and the guarantors under the Indenture (the "CCWH Senior Notes Indenture") governing the 9.25% Senior Notes due 2024 (the "CCWH Senior Notes") filed a registration statement with the SEC to register the offer to exchange the CCWH Senior Notes and the guarantees thereof for a like principal amount of CCWH Senior Notes and guarantees thereof that have been registered under the Securities Act, in accordance with the deadlines set forth in the Registration Rights Agreement. The registration statement, as amended on April 6, 2020, became effective on April 7, 2020. (4) On May 15, 2020, a subsidiary of the Company issued a promissory note in the principal amount of approximately $53.0 million due May 15, 2022 ("the CCIBV Note"). The note bears interest at a rate of 14.00% per annum if paid in cash or 16.00% if paid-in-kind, to be paid quarterly. The CCIBV Note was subsequently transferred to a third party in exchange for the Company's Series A Perpetual Preferred Stock (par value of $0.01 and an aggregate liquidation preference of approximately $47 million) (the "preferred stock"). As discussed in further detail below, while the CCIBV Note was retired on August 4, 2020 concurrent with the issuance of new Clear Channel International B.V. notes, the preferred stock remains outstanding and held by the subsidiary and is eliminated in consolidation. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $5.0 billion and $5.4 billion as of June 30, 2020 and December 31, 2019, 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. Letters of Credit, Surety Bonds and Guarantees As of June 30, 2020, the Company had $20.2 million of letters of credit outstanding under its Revolving Credit Facility, resulting in $4.8 million of remaining excess availability. Additionally, the Company had $63.3 million of letters of credit outstanding under its receivables-based credit facility (the "Receivables-Based Credit Facility"), which had a borrowing base less than its borrowing limit of $125.0 million, limiting excess availability to $15.7 million. Access to availability under these credit facilities is limited by the covenants relating to incurrence of secured indebtedness in the CCWH Senior Notes Indenture. Additionally, as of June 30, 2020, the Company had $112.2 million and $32.6 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by $10.9 million of cash collateral. These letters of credit, surety bonds and bank guarantees relate to various operational matters, including insurance, bid, concession and performance bonds, as well as other items. Amendment to the Senior Credit Facility In June 2020, we entered into an amendment to the credit agreement to our Senior Credit Facility, thereby suspending the springing financial covenant through June 30, 2021 and delaying the scheduled financial covenant step-down until March 31, 2022. In addition, for all reporting periods through September 30, 2021, we are required to maintain minimum cash on hand and availability under our receivables-based credit facility and Revolving Credit Facility of $150 million. New Clear Channel International B. V. Notes On August 4, 2020, Clear Channel International B.V., our indirect wholly-owned subsidiary, issued $375.0 million aggregate principal amount of 6.625% Senior Secured Notes due 2025 (the "CCIBV Senior Secured Notes"). As anticipated with the offering, a portion of the proceeds was used to repay the CCIBV Note in full. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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. 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, and tax disputes. China Investigation Two former employees of Clear Media, a former indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed on the Hong Kong Stock Exchange, have been convicted in China of certain crimes, including the crime of misappropriation of funds, and sentenced to imprisonment. The Company is not aware of any litigation, claim or assessment pending against the Company in relation to this investigation. Based on information known to date, the Company believes any contingent liabilities arising from potential misconduct that has been or may be identified by the investigation in China are not material to the Company’s consolidated financial statements. The Company advised both the SEC and the United States Department of Justice ("DOJ") of the investigation at Clear Media and is cooperating to provide documents, interviews and information to the agencies. Subsequent to the announcement that the Company was considering a strategic review of its stake in Clear Media, in March 2020, Clear Channel Outdoor Holdings received a subpoena from the staff of the SEC and a Grand Jury subpoena from the United States Attorney's Office for the Eastern District of New York, both in connection with the previously disclosed investigations. On April 28, 2020, the Company tendered the shares representing its 50.91% stake in Clear Media to Ever Harmonic Global Limited ("Ever Harmonic"), a special-purpose vehicle wholly owned by a consortium of investors which includes the chief executive officer and an executive director of Clear Media, and on May 14, 2020, the Company received the final proceeds of the sale. In connection with the sale of its shares in Clear Media, the Company entered into an Investigation and Litigation Support Agreement with Clear Media and Ever Harmonic that requires Clear Media, if requested by the SEC and/or DOJ, to use reasonable efforts to timely provide relevant factual information to the SEC and/or DOJ, among other obligations. The Clear Media investigation could implicate the books and records, internal controls and anti-bribery provisions of the U.S. Foreign Corrupt Practices Act, which statute and regulations provide for potential monetary penalties as well as criminal and civil sanctions. It is possible that monetary penalties and other sanctions could be assessed on the Company in connection with this matter. The nature and amount of any monetary penalty or other sanctions cannot reasonably be estimated at this time and could be qualitatively or quantitatively material to the Company. 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 June 30, 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. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income Tax Benefit (Expense) The Company’s income tax benefit (expense) for the three and six months ended June 30, 2020 and 2019 consisted of the following components: (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Current tax benefit (expense) $ (19,764) $ 27,907 $ (17,800) $ (43,813) Deferred tax benefit 38,985 1,186 21,242 15,143 Income tax benefit (expense) $ 19,221 $ 29,093 $ 3,442 $ (28,670) The effective tax rates for the three and six months ended June 30, 2020 were 11.9% and 0.8%, respectively. The effective rate in 2020 was primarily impacted by the valuation allowance recorded against current period deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods. Additionally, the Company recorded $57.8 million of tax expense as a result of selling its 50.91% stake in Clear Media. The effective tax rates for the three and six months ended June 30, 2019 were 71.8% and (18.8)%, respectively. The effective rate in 2019 was primarily impacted by the valuation allowance recorded against deferred tax assets resulting from losses in U.S. and certain foreign jurisdictions due to uncertainty regarding the Company's ability to realize those assets in future periods. On March 27, 2020, the Coronavirus Aid, Relief, and Economics Security Act (“CARES Act”) was signed into law in the U.S. to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, relaxes the limitation for business interest deductions for 2019 and 2020 by allowing taxpayers to deduct interest up to the sum of 50% of adjusted taxable income (previously 30% of adjusted taxable income under the Tax Cuts and Jobs Act of 2017). Additionally, the CARES Act permits net operating loss carryovers to offset 100% of taxable income for taxable years beginning before 2021. As of June 30, 2020, the CARES Act did not have a significant impact on the Company’s effective tax rate. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, Plant and Equipment The Company’s property, plant and equipment consisted of the following classes of assets as of June 30, 2020 and December 31, 2019: (In thousands) June 30, December 31, Structures $ 2,305,539 $ 2,832,797 Furniture and other equipment 224,007 234,183 Land, buildings and improvements 150,061 149,889 Construction in progress 48,101 84,289 2,727,708 3,301,158 Less: Accumulated depreciation 1,806,521 2,090,004 Property, plant and equipment, net $ 921,187 $ 1,211,154 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of June 30, 2020 and December 31, 2019: (In thousands) June 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Indefinite-lived permits $ 843,846 $ — $ 965,863 $ — Transit, street furniture and other outdoor 440,449 (374,736) 535,912 (451,021) Permanent easements 163,301 — 163,399 — Trademarks 83,569 (10,064) 83,569 (5,898) Other 1,836 (1,478) 5,352 (4,648) Total intangible assets $ 1,533,001 $ (386,278) $ 1,754,095 $ (461,567) During the first quarter of 2020, the Company tested its intangible assets for impairment due to the expected negative financial statement impacts from COVID-19, including a reduction in projected cash flows. This testing indicated an impairment of indefinite-lived permits in our Americas segment resulting in a charge of $123.1 million recorded in the three months ended March 31, 2020. The primary estimates and assumptions impacting the impairment were the aforementioned reductions in projected cash flows and an increased discount rate. Goodwill Due to the expected negative financial statement impacts from COVID-19, the Company tested its goodwill for impairment as of March 31, 2020; however, this did not result in any goodwill impairment charges. The following table presents changes in the goodwill balance for the Company's segments during the six months ended June 30, 2020: (In thousands) Americas Europe Other Consolidated December 31, 2019 (1) $ 507,819 $ 185,641 $ 10,698 $ 704,158 Foreign currency — (576) (1,125) (1,701) Balance as of June 30, 2020 $ 507,819 $ 185,065 $ 9,573 $ 702,457 (1) The balance at December 31, 2019 is net of cumulative impairments of $2.6 billion, $191.4 million and $80.7 million for Americas, Europe and Other, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Prior to the Separation on May 1, 2019, under the Corporate Services Agreement between iHeartCommunications and the Company, iHeartCommunications provided management services to the Company. These services were charged to the Company based on actual direct costs incurred or allocated by iHeartCommunications based on headcount, revenue or other factors on a pro rata basis. For the one-month and four-month periods ended April 30, 2019, the Company recorded $2.8 million and $10.2 million, respectively, as a component of corporate expenses for these services. Upon consummation of the Separation, the Corporate Services Agreement was terminated, and iHeartMedia, iHeartMedia Management Services, Inc. (“iHM Management Services”), iHeartCommunications and the Company entered into a one-year transition services agreement (the “Transition Services Agreement”), which has been extended to August 31, 2020. Under the Transition Services Agreement, iHM Management Services provides, or causes any member of the iHeart Group to provide, the Company with certain administrative and support services and other assistance. For the period from May 1, 2019 through June 30, 2019, the Company recorded $2.8 million as a component of corporate expenses for fees under the Transition Services Agreement. For the three and six months ended June 30, 2020, the Company recorded $1.0 million and $2.7 million, respectively, as a component of corporate expenses for fees under the Transition Services Agreement. Additionally, in accordance with the Master Agreement with iHeartCommunications, the Company allows iHeartCommunications to use, without charge, Americas’ displays that the Company believes would otherwise be unsold. This arrangement will continue throughout the term of the Transition Services Agreement. The value of services provided under this arrangement was $4.2 million and $1.3 million during the three months ended June 30, 2020 and 2019, respectively, and $6.6 million and $3.7 million for the six months ended June 30, 2020 and 2019, respectively. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table presents the computation of net loss per share for the three and six months ended June 30, 2020 and 2019: (In thousands, except per share data) Three Months Ended Six Months Ended 2020 2019 2020 2019 Numerator: Net loss attributable to the Company – common shares $ (137,198) $ (10,939) $ (414,689) $ (175,106) Denominator: Weighted average common shares outstanding – basic 464,474 362,409 463,970 362,225 Weighted average common shares outstanding – diluted 464,474 362,409 463,970 362,225 Net loss attributable to the Company per share of common stock: Basic $ (0.30) $ (0.03) $ (0.89) $ (0.48) Diluted $ (0.30) $ (0.03) $ (0.89) $ (0.48) Outstanding equity awards with respect to 12.4 million shares and 8.4 million shares for the three months ended June 30, 2020 and 2019, respectively, and 12.9 million and 8.3 million for the six months ended June 30, 2020 and 2019, respectively, were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive. |
OTHER INFORMATION
OTHER INFORMATION | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
OTHER INFORMATION | OTHER INFORMATION Other Comprehensive Income (Loss) There were no changes in deferred income tax liabilities resulting from adjustments to comprehensive loss during the three and six months ended June 30, 2020. The total increase in other comprehensive income related to the impact of pensions on deferred income tax liabilities was $0.6 million for the three and six months ended June 30, 2019. Shareholder Rights Plan On May 19, 2020, the Board of Directors adopted a shareholder rights plan to protect the interests of all Company shareholders. Pursuant to the rights plan, one right is issued for each share of common stock as of the close of business on May 29, 2020. The rights will generally become exercisable only if any person or group acquires 10% or more of the Company's common stock. The plan has a 360-day term, expiring on May 14, 2021. Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts reported in the Consolidated Statement of Cash Flows: (In thousands) June 30, December 31, Cash and cash equivalents in the Balance Sheets $ 662,088 $ 398,858 Restricted cash included in: Other current assets 647 4,116 Other assets 10,615 14,101 Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 673,350 $ 417,075 |
DISPOSITION
DISPOSITION | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITION | DispositionAs previously disclosed in the Quarterly Report on Form 10-Q filed on May 6, 2020, on April 28, 2020, the Company tendered its 50.91% stake in Clear Media pursuant to a voluntary conditional cash offer made by and on behalf of Ever Harmonic Global Limited. On May 14, 2020, the Company received $253.1 million in cash proceeds from the sale of its shares in Clear Media,,and the Clear Media disposition is now complete. The Company recognized a gain on the sale of Clear Media of $75.2 million, recorded within "Other operating income (expense), net" on the Consolidated Statement of Comprehensive Loss, for the three and six months ended June 30, 2020. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Preparation of Interim Financial Statements | Preparation of Interim Financial Statements The consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. and its subsidiaries, as well as entities for which the Company has a controlling financial interest or is the primary beneficiary. All significant intercompany transactions have been eliminated in consolidation. All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. The accompanying consolidated financial statements were prepared by 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 may not be indicative of results for the full year. The financial statements contained herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10-K, filed on February 27, 2020. Prior to the Company's separation from iHeartMedia, Inc. ("iHeartMedia") and iHeartCommunications, Inc. ("iHeartCommunications") on May 1, 2019 (the "Separation"), the historical financial statements of the Company consisted of the carve-out financial statements of the outdoor businesses of Clear Channel Holdings, Inc. ("CCH"), Clear Channel Outdoor Holdings, Inc. ("CCOH") and its subsidiaries (the "Outdoor Business") and gave effect to allocations of expenses from iHeartMedia to the Company. The carve-out financial statements excluded the portion of the radio businesses previously owned by CCH, which had historically been reported as part of iHeartMedia’s iHM segment prior to the Separation, and amounts attributable to CCH, which was a holding company prior to the Separation with no independent assets or operations. Upon the Separation and the transactions related thereto, the Company’s only assets, liabilities and operations were those of the Outdoor Business. Certain prior period amounts have been reclassified to conform to the 2020 presentation. |
New Accounting Pronouncements Recently and Not Yet Adopted | 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 Instruments, 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 $7.2 million. This adjustment includes $5.4 million related to Clear Media Limited ("Clear Media"), a former indirect, non-wholly owned subsidiary of the Company based in China that was sold on April 28, 2020. The Company performed its expected credit loss calculation separately by segment based on historical accounts receivable write-offs. New Accounting Pronouncements Not Yet Adopted 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. |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Results | The following tables present the Company's reportable segment results for the three and six months ended June 30, 2020 and 2019. The Company has restated the segment information for prior periods to conform to the 2020 presentation. (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenue Americas $ 199,700 $ 327,142 $ 495,487 $ 599,864 Europe 107,346 290,437 319,036 534,332 Other 7,860 80,436 51,192 150,935 Total $ 314,906 $ 698,015 $ 865,715 $ 1,285,131 Capital Expenditures Americas $ 8,405 $ 15,930 $ 31,896 $ 27,338 Europe 9,327 22,491 19,422 34,425 Other 2,043 6,174 8,385 9,059 Corporate 3,620 6,513 7,260 8,459 Total $ 23,395 $ 51,108 $ 66,963 $ 79,281 Segment Adjusted EBITDA Americas $ 47,019 $ 136,747 $ 154,977 227,876 Europe (68,819) 46,536 (82,930) 63,017 Other (15,255) 20,141 (30,442) 31,361 Total $ (37,055) $ 203,424 $ 41,605 $ 322,254 Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes Segment Adjusted EBITDA $ (37,055) $ 203,424 $ 41,605 $ 322,254 Less reconciling items: Corporate expenses (1) 32,665 38,907 69,003 67,521 Depreciation and amortization 66,192 80,174 141,945 155,250 Impairment charges — — 123,137 — Restructuring and other costs 2,280 3,159 4,104 5,666 Other operating (income) expense, net (69,600) (1,270) (63,579) 2,252 Interest expense, net 88,742 107,971 178,884 222,834 Other charges (2) 4,490 14,981 23,379 21,020 Consolidated net loss before income taxes $ (161,824) $ (40,498) $ (435,268) $ (152,289) (1) Corporate expenses include expenses related to 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. (2) Other charges includes loss on due from iHeartCommunications, loss on extinguishment of debt and other expense, net. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table shows revenue from contracts with customers, revenue from leases and total revenue, disaggregated by geographical region, for the three and six months ended June 30, 2020 and 2019: (In thousands) Revenue from contracts with customers Revenue from leases Total Revenue Three Months Ended June 30, 2020 Americas $ 89,903 $ 109,797 $ 199,700 Europe 90,985 16,361 107,346 Other (1) 7,413 447 7,860 Total $ 188,301 $ 126,605 $ 314,906 Three Months Ended June 30, 2019 Americas $ 182,526 $ 144,616 $ 327,142 Europe 255,024 35,413 290,437 Other (1) 74,479 5,957 80,436 Total $ 512,029 $ 185,986 $ 698,015 Six Months Ended June 30, 2020 Americas $ 253,181 $ 242,306 $ 495,487 Europe 278,175 40,861 319,036 Other (1) 46,689 4,503 51,192 Total $ 578,045 $ 287,670 $ 865,715 Six Months Ended June 30, 2019 Americas $ 314,853 $ 285,011 $ 599,864 Europe 458,885 75,447 534,332 Other (1) 138,699 12,236 150,935 Total $ 912,437 $ 372,694 $ 1,285,131 (1) Other includes the Company's businesses in China and Latin America. |
Summary of Contract with Customer, Asset and Liability | The following tables show the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2020 2019 2020 2019 Accounts receivable, net of allowance, from contracts with customers: Beginning balance $ 375,509 $ 418,916 $ 581,555 $ 367,918 Ending balance $ 239,957 $ 509,129 $ 239,957 $ 509,129 Deferred revenue from contracts with customers: Beginning balance $ 57,022 $ 57,073 $ 52,589 $ 39,916 Ending balance $ 47,760 $ 55,164 $ 47,760 $ 55,164 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Outstanding | Long-term debt outstanding as of June 30, 2020 and December 31, 2019 consisted of the following: (In thousands) June 30, December 31, Term Loan Facility (1) $ 1,985,000 $ 1,995,000 Revolving Credit Facility (2) 150,000 — Receivables-Based Credit Facility — — Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 1,250,000 1,250,000 Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024 (3) 1,901,525 1,901,525 Clear Channel International, B.V. Promissory Note Due 2022 (4) 54,265 — Other debt 5,398 4,161 Original issue discount (13,612) (9,561) Long-term debt fees (54,773) (57,107) Total debt $ 5,277,803 $ 5,084,018 Less: Current portion 20,665 20,294 Total long-term debt $ 5,257,138 $ 5,063,724 (1) In March and June 2020, the Company paid $5.0 million each, for a total of $10.0 million, of the outstanding principal on the term loan facility ("Term Loan Facility") in accordance with the terms of the senior secured credit agreement ("Senior Secured Credit Agreement") governing the senior secured credit facilities (the "Senior Secured Credit Facilities," which consist of the Term Loan Facility and the revolving credit facility (the "Revolving Credit Facility")). (2) On March 24 2020, the Company borrowed $150.0 million under its Revolving Credit Facility. The Revolving Credit Facility matures on August 23, 2024. (3) On February 28, 2020, the Company and the guarantors under the Indenture (the "CCWH Senior Notes Indenture") governing the 9.25% Senior Notes due 2024 (the "CCWH Senior Notes") filed a registration statement with the SEC to register the offer to exchange the CCWH Senior Notes and the guarantees thereof for a like principal amount of CCWH Senior Notes and guarantees thereof that have been registered under the Securities Act, in accordance with the deadlines set forth in the Registration Rights Agreement. The registration statement, as amended on April 6, 2020, became effective on April 7, 2020. (4) On May 15, 2020, a subsidiary of the Company issued a promissory note in the principal amount of approximately $53.0 million due May 15, 2022 ("the CCIBV Note"). The note bears interest at a rate of 14.00% per annum if paid in cash or 16.00% if paid-in-kind, to be paid quarterly. The CCIBV Note was subsequently transferred to a third party in exchange for the Company's Series A Perpetual Preferred Stock (par value of $0.01 and an aggregate liquidation preference of approximately $47 million) (the "preferred stock"). As discussed in further detail below, while the CCIBV Note was retired on August 4, 2020 concurrent with the issuance of new Clear Channel International B.V. notes, the preferred stock remains outstanding and held by the subsidiary and is eliminated in consolidation. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit (Expense) | The Company’s income tax benefit (expense) for the three and six months ended June 30, 2020 and 2019 consisted of the following components: (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Current tax benefit (expense) $ (19,764) $ 27,907 $ (17,800) $ (43,813) Deferred tax benefit 38,985 1,186 21,242 15,143 Income tax benefit (expense) $ 19,221 $ 29,093 $ 3,442 $ (28,670) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The Company’s property, plant and equipment consisted of the following classes of assets as of June 30, 2020 and December 31, 2019: (In thousands) June 30, December 31, Structures $ 2,305,539 $ 2,832,797 Furniture and other equipment 224,007 234,183 Land, buildings and improvements 150,061 149,889 Construction in progress 48,101 84,289 2,727,708 3,301,158 Less: Accumulated depreciation 1,806,521 2,090,004 Property, plant and equipment, net $ 921,187 $ 1,211,154 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of June 30, 2020 and December 31, 2019: (In thousands) June 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Indefinite-lived permits $ 843,846 $ — $ 965,863 $ — Transit, street furniture and other outdoor 440,449 (374,736) 535,912 (451,021) Permanent easements 163,301 — 163,399 — Trademarks 83,569 (10,064) 83,569 (5,898) Other 1,836 (1,478) 5,352 (4,648) Total intangible assets $ 1,533,001 $ (386,278) $ 1,754,095 $ (461,567) |
Schedule of Goodwill | The following table presents changes in the goodwill balance for the Company's segments during the six months ended June 30, 2020: (In thousands) Americas Europe Other Consolidated December 31, 2019 (1) $ 507,819 $ 185,641 $ 10,698 $ 704,158 Foreign currency — (576) (1,125) (1,701) Balance as of June 30, 2020 $ 507,819 $ 185,065 $ 9,573 $ 702,457 (1) The balance at December 31, 2019 is net of cumulative impairments of $2.6 billion, $191.4 million and $80.7 million for Americas, Europe and Other, respectively. |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Computation of Earnings Per Share | The following table presents the computation of net loss per share for the three and six months ended June 30, 2020 and 2019: (In thousands, except per share data) Three Months Ended Six Months Ended 2020 2019 2020 2019 Numerator: Net loss attributable to the Company – common shares $ (137,198) $ (10,939) $ (414,689) $ (175,106) Denominator: Weighted average common shares outstanding – basic 464,474 362,409 463,970 362,225 Weighted average common shares outstanding – diluted 464,474 362,409 463,970 362,225 Net loss attributable to the Company per share of common stock: Basic $ (0.30) $ (0.03) $ (0.89) $ (0.48) Diluted $ (0.30) $ (0.03) $ (0.89) $ (0.48) |
OTHER INFORMATION (Tables)
OTHER INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts reported in the Consolidated Statement of Cash Flows: (In thousands) June 30, December 31, Cash and cash equivalents in the Balance Sheets $ 662,088 $ 398,858 Restricted cash included in: Other current assets 647 4,116 Other assets 10,615 14,101 Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 673,350 $ 417,075 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Number of reportable segments | segment | 2 | ||||||
COVID-19, negotiated rent abatements | $ 29,400 | ||||||
Cumulative effect from adoption | 2,607,855 | $ 2,607,855 | $ 2,363,543 | $ 2,054,706 | $ 2,214,925 | $ 2,255,830 | $ 2,101,652 |
Cumulative Effect, Period Of Adoption, Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cumulative effect from adoption | 7,181 | (14,613) | |||||
Accumulated Deficit | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cumulative effect from adoption | $ 5,771,481 | $ 5,771,481 | $ 5,634,283 | 5,349,611 | $ 5,161,413 | $ 5,150,474 | 5,000,920 |
Accumulated Deficit | Cumulative Effect, Period Of Adoption, Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cumulative effect from adoption | 7,181 | $ (14,613) | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Clear Media Limited | Accumulated Deficit | Cumulative Effect, Period Of Adoption, Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cumulative effect from adoption | $ (5,400) |
SEGMENT DATA (Details)
SEGMENT DATA (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)segment | Jun. 30, 2019USD ($) | |
Segment Reporting [Abstract] | |||||
Number of reportable segments | segment | 2 | ||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 314,906 | $ 698,015 | $ 865,715 | $ 1,285,131 | |
Capital Expenditures | 23,395 | 51,108 | 66,963 | 79,281 | |
Segment Adjusted EBITDA | (37,055) | 203,424 | 41,605 | 322,254 | |
Corporate expenses | 32,665 | 38,907 | 69,003 | 67,521 | |
Depreciation and amortization | 66,192 | 80,174 | 141,945 | 155,250 | |
Impairment charges | 0 | $ 123,100 | 0 | 123,137 | 0 |
Restructuring and other costs | 2,280 | 3,159 | 4,104 | 5,666 | |
Other operating (income) expense, net | (69,600) | (1,270) | (63,579) | 2,252 | |
Interest expense, net | 88,742 | 107,971 | 178,884 | 222,834 | |
Other charges | 4,490 | 14,981 | 23,379 | 21,020 | |
Consolidated net loss before income taxes | (161,824) | (40,498) | (435,268) | (152,289) | |
Operating segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 314,906 | 698,015 | 865,715 | 1,285,131 | |
Segment Adjusted EBITDA | (37,055) | 203,424 | 41,605 | 322,254 | |
Operating segments | Americas | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 199,700 | 327,142 | 495,487 | 599,864 | |
Capital Expenditures | 8,405 | 15,930 | 31,896 | 27,338 | |
Segment Adjusted EBITDA | 47,019 | 136,747 | 154,977 | 227,876 | |
Operating segments | Europe | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 107,346 | 290,437 | 319,036 | 534,332 | |
Capital Expenditures | 9,327 | 22,491 | 19,422 | 34,425 | |
Segment Adjusted EBITDA | (68,819) | 46,536 | (82,930) | 63,017 | |
Operating segments | Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 7,860 | 80,436 | 51,192 | 150,935 | |
Capital Expenditures | 2,043 | 6,174 | 8,385 | 9,059 | |
Segment Adjusted EBITDA | (15,255) | 20,141 | (30,442) | 31,361 | |
Corporate and other reconciling items | |||||
Segment Reporting Information [Line Items] | |||||
Capital Expenditures | 3,620 | 6,513 | 7,260 | 8,459 | |
Corporate expenses | $ 32,665 | $ 38,907 | $ 69,003 | $ 67,521 |
REVENUE - Revenue by Segment an
REVENUE - Revenue by Segment and Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from contracts with customers | $ 188,301 | $ 512,029 | $ 578,045 | $ 912,437 |
Revenue from leases | 126,605 | 185,986 | 287,670 | 372,694 |
Revenue | 314,906 | 698,015 | 865,715 | 1,285,131 |
Americas | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from contracts with customers | 89,903 | 182,526 | 253,181 | 314,853 |
Revenue from leases | 109,797 | 144,616 | 242,306 | 285,011 |
Revenue | 199,700 | 327,142 | 495,487 | 599,864 |
Europe | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from contracts with customers | 90,985 | 255,024 | 278,175 | 458,885 |
Revenue from leases | 16,361 | 35,413 | 40,861 | 75,447 |
Revenue | 107,346 | 290,437 | 319,036 | 534,332 |
Other | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from contracts with customers | 7,413 | 74,479 | 46,689 | 138,699 |
Revenue from leases | 447 | 5,957 | 4,503 | 12,236 |
Revenue | $ 7,860 | $ 80,436 | $ 51,192 | $ 150,935 |
REVENUE - Schedule of Contract
REVENUE - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Accounts receivable, net of allowance, from contracts with customers: | |||||
Beginning balance | $ 375,509 | $ 581,555 | $ 509,129 | $ 418,916 | $ 367,918 |
Ending balance | 239,957 | 375,509 | 581,555 | 509,129 | 418,916 |
Deferred revenue from contracts with customers: | |||||
Beginning balance | 57,022 | 52,589 | 55,164 | 57,073 | 39,916 |
Ending balance | $ 47,760 | $ 57,022 | $ 52,589 | $ 55,164 | $ 57,073 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Contract liabilities, revenue recognized | $ 20.3 | $ 38.2 | $ 44.5 | $ 32.3 |
Revenue, remaining performance obligation | 101.5 | 101.5 | ||
Bad debt expense | $ 8.2 | $ 2.6 | $ 11.9 | $ 4.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, period | 5 years | 5 years |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt Outstanding (Details) - USD ($) | Mar. 24, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | May 15, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Total debt | $ 5,277,803,000 | $ 5,277,803,000 | $ 5,084,018,000 | ||||
Original issue discount | (13,612,000) | (13,612,000) | (9,561,000) | ||||
Long-term debt fees | (54,773,000) | (54,773,000) | (57,107,000) | ||||
Less: Current portion | 20,665,000 | 20,665,000 | 20,294,000 | ||||
Total long-term debt | 5,257,138,000 | 5,257,138,000 | 5,063,724,000 | ||||
Draws on credit facilities | 150,000,000 | $ 0 | |||||
Series A Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||
Preferred stock, liquidation preference | $ 47,000,000 | ||||||
New Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 150,000,000 | 150,000,000 | 0 | ||||
Draws on credit facilities | $ 150,000,000 | ||||||
New Receivables-Based Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 0 | 0 | 0 | ||||
Clear Channel International, B.V. Promissory Note Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 54,265,000 | 54,265,000 | 0 | ||||
Clear Channel International, B.V. Promissory Note Due 2022 | Subsidiary | |||||||
Debt Instrument [Line Items] | |||||||
Note issued, interest rate, paid in cash (as a percent) | 14.00% | ||||||
Note issued, interest rate, paid in kind (as a percent) | 16.00% | ||||||
Secured Debt | New term loan facility | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 1,985,000,000 | 1,985,000,000 | 1,995,000,000 | ||||
Payments of debt | 5,000,000 | $ 5,000,000 | 10,000,000 | ||||
Secured Debt | CCOH Senior Secured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 1,250,000,000 | $ 1,250,000,000 | 1,250,000,000 | ||||
Stated interest rate (as a percent) | 5.125% | 5.125% | |||||
Senior Notes | Clear Channel Worldwide Holdings Senior Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 1,901,525,000 | $ 1,901,525,000 | 1,901,525,000 | ||||
Stated interest rate (as a percent) | 9.25% | 9.25% | |||||
Unsecured Debt | Other debt | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 5,398,000 | $ 5,398,000 | $ 4,161,000 | ||||
Promissory Note | Clear Channel International, B.V. Promissory Note Due 2022 | Subsidiary | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of note | $ 53,000,000 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) | Aug. 04, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Guarantor Obligations [Line Items] | |||
Required minimum cash on hand and availability under lines of credit | $ 150,000,000 | ||
Surety bonds | |||
Guarantor Obligations [Line Items] | |||
Guarantee obligations | 112,200,000 | ||
Bank Guarantees | |||
Guarantor Obligations [Line Items] | |||
Guarantee obligations | 32,600,000 | ||
Bank guarantees backed by cash collateral | |||
Guarantor Obligations [Line Items] | |||
Guarantee obligations | 10,900,000 | ||
New Revolving Credit Facility | |||
Guarantor Obligations [Line Items] | |||
Letters of credit outstanding | 20,200,000 | ||
Excess borrowing capacity | 4,800,000 | ||
Line of Credit | Revolving Credit Facility | New Receivables-Based Credit Facility | |||
Guarantor Obligations [Line Items] | |||
Letters of credit outstanding | 63,300,000 | ||
Excess borrowing capacity | 15,700,000 | ||
Maximum borrowing capacity | 125,000,000 | ||
Secured Debt | Clear Channel International Senior Secured Notes due 2025 | Subsidiary | Subsequent Event | |||
Guarantor Obligations [Line Items] | |||
Aggregate principal amount | $ 375,000,000 | ||
Stated interest rate (as a percent) | 6.625% | ||
Level 1 | |||
Guarantor Obligations [Line Items] | |||
Aggregate market value of debt | $ 5,000,000,000 | $ 5,400,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($)employee | Mar. 30, 2020 | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | |
Income Tax Examination [Line Items] | |||||
Number of employees convicted | employee | 2 | ||||
Decrease in other long term liabilities from misstatement | $ (182,512) | $ (182,512) | $ (183,025) | ||
Payment of income tax penalties and interest | 8,100 | ||||
VAT recoverable | $ 1,700 | ||||
Ministry of Economic Affairs and Finance, Italy | |||||
Income Tax Examination [Line Items] | |||||
Estimated loss from Italy investigation | $ 20,400 | ||||
VAT Obligation | |||||
Income Tax Examination [Line Items] | |||||
Decrease in other long term liabilities from misstatement | $ 16,900 | ||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Clear Media Limited | |||||
Income Tax Examination [Line Items] | |||||
Ownership percentage sold | 50.91% |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Current tax benefit (expense) | $ (19,764) | $ 27,907 | $ (17,800) | $ (43,813) |
Deferred tax benefit | 38,985 | 1,186 | 21,242 | 15,143 |
Income tax benefit (expense) | $ 19,221 | $ 29,093 | $ 3,442 | $ (28,670) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 30, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
Effective tax rate | 11.90% | 71.80% | 0.80% | (18.80%) | |
Tax effect from sale of business, total expense | $ 57.8 | ||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Clear Media Limited | |||||
Operating Loss Carryforwards [Line Items] | |||||
Ownership percentage sold | 50.91% |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule Of Property, Plant And Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,727,708 | $ 3,301,158 |
Less: Accumulated depreciation | 1,806,521 | 2,090,004 |
Property, plant and equipment, net | 921,187 | 1,211,154 |
Structures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,305,539 | 2,832,797 |
Furniture and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 224,007 | 234,183 |
Land, buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 150,061 | 149,889 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 48,101 | $ 84,289 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Indefinite-lived permits | $ 843,846 | $ 843,846 | $ 965,863 | |||
Gross Carrying Amount | 1,533,001 | 1,533,001 | 1,754,095 | |||
Accumulated Amortization | (386,278) | (386,278) | (461,567) | |||
Impairment of indefinite-lived permits | 0 | $ 123,100 | $ 0 | 123,137 | $ 0 | |
Transit, street furniture and other outdoor contractual rights | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Amount | 440,449 | 440,449 | 535,912 | |||
Accumulated Amortization | (374,736) | (374,736) | (451,021) | |||
Permanent easements | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Amount | 163,301 | 163,301 | 163,399 | |||
Accumulated Amortization | 0 | 0 | 0 | |||
Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Amount | 83,569 | 83,569 | 83,569 | |||
Accumulated Amortization | (10,064) | (10,064) | (5,898) | |||
Other | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Amount | 1,836 | 1,836 | 5,352 | |||
Accumulated Amortization | $ (1,478) | $ (1,478) | $ (4,648) |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Beginning balance | $ 704,158 | |
Foreign currency | (1,701) | |
Ending balance | 702,457 | $ 704,158 |
Americas | ||
Goodwill [Line Items] | ||
Beginning balance | 507,819 | |
Foreign currency | 0 | |
Ending balance | 507,819 | 507,819 |
Goodwill, cumulative impairment | 2,600,000 | |
Europe | ||
Goodwill [Line Items] | ||
Beginning balance | 185,641 | |
Foreign currency | (576) | |
Ending balance | 185,065 | 185,641 |
Goodwill, cumulative impairment | 191,400 | |
Other | ||
Goodwill [Line Items] | ||
Beginning balance | 10,698 | |
Foreign currency | (1,125) | |
Ending balance | $ 9,573 | 10,698 |
Goodwill, cumulative impairment | $ 80,700 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Apr. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Apr. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | |||||||
Component of corporate expenses | $ 32,665 | $ 38,907 | $ 69,003 | $ 67,521 | |||
iHeartCommunications | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 4,200 | $ 1,300 | 6,600 | $ 3,700 | |||
iHeartCommunications | Corporate Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Component of corporate expenses | $ 2,800 | $ 10,200 | |||||
iHeartCommunications | Transition Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Component of corporate expenses | $ 2,800 | $ 1,000 | $ 2,700 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Net loss attributable to the Company – common shares | $ (137,198) | $ (10,939) | $ (414,689) | $ (175,106) |
Denominator: | ||||
Weighted average common shares outstanding - basic (in shares) | 464,474 | 362,409 | 463,970 | 362,225 |
Weighted average common shares outstanding - diluted (in shares) | 464,474 | 362,409 | 463,970 | 362,225 |
Net loss attributable to the Company per share of common stock: | ||||
Basic (in dollars per share) | $ (0.30) | $ (0.03) | $ (0.89) | $ (0.48) |
Diluted (in dollars per share) | $ (0.30) | $ (0.03) | $ (0.89) | $ (0.48) |
Outstanding equity awards not included in computation of diluted earnings per share (in shares) | 12,400 | 8,400 | 12,900 | 8,300 |
OTHER INFORMATION - Narrative (
OTHER INFORMATION - Narrative (Details) | May 19, 2020employee | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Other Income and Expenses [Abstract] | |||||
Increase (decrease) of pensions on deferred income tax liabilities | $ | $ 0 | $ 600,000 | $ 0 | $ 600,000 | |
Mandatorily Redeemable Preferred Stock | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Number of rights issued per share | employee | 1 | ||||
Percentage of common stock acquired for rights to be exercisable (as a percent) | 10.00% | ||||
Shareholder rights plan, term (in days) | 360 days |
OTHER INFORMATION - Schedule of
OTHER INFORMATION - Schedule of Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Other Income and Expenses [Abstract] | ||||
Cash and cash equivalents | $ 662,088 | $ 398,858 | ||
Restricted cash included in: | ||||
Other current assets | 647 | 4,116 | ||
Other assets | 10,615 | 14,101 | ||
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows | $ 673,350 | $ 417,075 | $ 389,804 | $ 202,869 |
DISPOSITION (Details)
DISPOSITION (Details) - Clear Media Limited - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Millions | May 14, 2020 | Jun. 30, 2020 | Apr. 28, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Ownership percentage sold | 50.91% | ||
Proceeds from sale Clear Media | $ 253.1 | ||
Gain on sale of Clear Media | $ 75.2 |