Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | iHeartMedia, Inc. | |
Entity Central Index Key | 0001400891 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Class A Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 57,369,978 | |
Class B Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,947,480 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 127,159 | $ 224,037 |
Accounts receivable, net of allowance of $3,081 in 2019 and $26,584 in 2018 | 843,064 | 868,861 |
Prepaid expenses | 109,101 | 99,532 |
Other current assets | 34,361 | 26,787 |
Current assets of discontinued operations | 0 | 1,015,800 |
Total Current Assets | 1,113,685 | 2,235,017 |
PROPERTY, PLANT AND EQUIPMENT | ||
Property, plant and equipment, net | 834,232 | 502,202 |
INTANGIBLE ASSETS AND GOODWILL | ||
Indefinite-lived intangibles - licenses | 2,282,697 | 2,417,915 |
Other intangibles, net | 2,305,407 | 200,422 |
Goodwill | 3,323,207 | 3,412,753 |
OTHER ASSETS | ||
Operating lease right-of-use assets | 900,755 | |
Other assets | 237,841 | 149,736 |
Long-term assets of discontinued operations | 0 | 3,351,470 |
Total Assets | 10,997,824 | 12,269,515 |
CURRENT LIABILITIES | ||
Accounts payable | 47,885 | 49,435 |
Current operating lease liabilities | 77,050 | |
Accrued expenses | 338,398 | 298,383 |
Accrued interest | 69,473 | 767 |
Deferred revenue | 139,381 | 123,143 |
Current portion of long-term debt | 53,406 | 46,105 |
Current liabilities of discontinued operations | 0 | 729,816 |
Total Current Liabilities | 725,593 | 1,247,649 |
Long-term debt | 5,757,097 | 0 |
Series A Mandatorily Redeemable Preferred Stock, par value $0.001, authorized 60,000 shares, 60,000 shares issued in 2019 and no shares issued in 2018 | 60,000 | 0 |
Noncurrent operating lease liabilities | 805,866 | 0 |
Deferred income taxes | 773,824 | 0 |
Other long-term liabilities | 55,396 | 229,679 |
Liabilities subject to compromise | 0 | 16,480,256 |
Long-term liabilities of discontinued operations | 0 | 5,872,273 |
Commitments and contingent liabilities (Note 9) | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Noncontrolling interest | 8,372 | 30,868 |
Preferred stock | 0 | 0 |
Common stock | 92 | |
Additional paid-in capital | 2,773,147 | 2,074,632 |
Retained earnings (Accumulated deficit) | 38,793 | (13,345,346) |
Accumulated other comprehensive loss | (328) | (318,030) |
Cost of shares (0 in 2019 and 805,982 in 2018) held in treasury | 0 | (2,558) |
Total Stockholders' Equity (Deficit) | 2,820,048 | (11,560,342) |
Total Liabilities and Stockholders' Equity (Deficit) | 10,997,824 | 12,269,515 |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock | 57 | 32 |
Class B Common Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock | 7 | $ 1 |
Special Warrants | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for receivables | $ 3,081 | $ 26,584 |
Class of Stock [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 150,000,000 | 150,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized | 60,000 | |
Preferred stock, shares issued | 60,000 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 1 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 56,873,782 | 32,292,944 |
Common stock, shares outstanding (in shares) | 56,873,782 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 1 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 6,947,567 | 555,556 |
Common stock, shares outstanding (in shares) | 6,947,567 | |
Special Warrants | ||
Class of Stock [Line Items] | ||
Common stock, shares issued (in shares) | 81,453,648 | |
Common stock, shares outstanding (in shares) | 81,453,648 | |
Treasury stock | ||
Class of Stock [Line Items] | ||
Treasury stock, shares | 0 | 805,982 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | |||||
Revenue | $ 277,674 | $ 635,646 | $ 891,764 | $ 1,073,471 | $ 1,664,536 |
Operating expenses: | |||||
Direct operating expenses (excludes depreciation and amortization) | 92,581 | 184,291 | 263,752 | 359,696 | 504,818 |
Selling, general and administrative expenses | 103,552 | 227,140 | 328,200 | 436,345 | 674,292 |
Corporate expenses (excludes depreciation and amortization) | 18,979 | 34,390 | 52,478 | 66,020 | 105,376 |
Depreciation and amortization | 14,544 | 59,383 | 64,877 | 52,834 | 132,251 |
Impairment charges | 0 | 91,382 | 0 | ||
Other operating income (expense), net | (127) | 3,246 | (1,218) | (154) | (4,450) |
Operating income | 47,891 | 133,688 | 181,239 | 67,040 | 243,349 |
Interest expense (income), net | (400) | 69,711 | 10,613 | (499) | 331,746 |
Gain (loss) on investments, net | 0 | 0 | 9,175 | (10,237) | 9,175 |
Equity in loss of nonconsolidated affiliates | (59) | (24) | (32) | (66) | (63) |
Other income (expense), net | 150 | (9,157) | (2,058) | 23 | (22,474) |
Reorganization items, net | 9,497,944 | 0 | (68,740) | 9,461,826 | (260,795) |
Income (loss) before income taxes | 9,546,326 | 54,796 | 108,971 | 9,519,085 | (362,554) |
Income tax expense | (100,289) | (16,003) | (142,032) | (39,095) | 20,701 |
Income (loss) from continuing operations | 9,446,037 | 38,793 | (33,061) | 9,479,990 | (341,853) |
Income (loss) from discontinued operations, net of tax | 1,854,677 | 0 | (33,229) | 1,685,123 | (157,477) |
Consolidated net income (loss) | 11,300,714 | 38,793 | (66,290) | 11,165,113 | (499,330) |
Less amount attributable to noncontrolling interest | 2,190 | 0 | 3,609 | (19,028) | (12,437) |
Net income (loss) attributable to the Company | 11,298,524 | 38,793 | (69,899) | 11,184,141 | (486,893) |
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustments | (3,493) | (328) | (19,094) | (1,175) | (12,533) |
Other comprehensive loss, net of tax | (3,493) | (328) | (19,094) | (1,175) | (12,533) |
Comprehensive income (loss) | 11,295,031 | 38,465 | (88,993) | 11,182,966 | (499,426) |
Less amount attributable to noncontrolling interest | (788) | 0 | (9,063) | 2,784 | (3,617) |
Comprehensive income (loss) attributable to the Company | $ 11,295,819 | $ 38,465 | $ (79,930) | $ 11,180,182 | $ (495,809) |
Basic net income (loss) per share | |||||
From continuing operations (in dollars per share) | $ 110.28 | $ 0.27 | $ (0.39) | $ 109.92 | $ (4.01) |
From discontinued operations (in dollars per share) | 21.63 | 0 | (0.43) | 19.76 | (1.70) |
Basic net income (loss) per share (in dollars per share) | $ 131.91 | $ 0.27 | $ (0.82) | $ 129.68 | $ (5.71) |
Weighted average common shares outstanding - Basic (in shares) | 85,652 | 145,275 | 85,280 | 86,241 | 85,248 |
Diluted net income (loss) per share | |||||
From continuing operations (in dollars per share) | $ 110.28 | $ 0.27 | $ (0.39) | $ 109.92 | $ (4.01) |
From discontinued operations (in dollars per share) | 21.63 | 0 | (0.43) | 19.76 | (1.70) |
Diluted net income (loss) per share (in dollars per share) | $ 131.91 | $ 0.27 | $ (0.82) | $ 129.68 | $ (5.71) |
Weighted average common shares outstanding - Diluted (in shares) | 85,652 | 145,298 | 85,280 | 86,241 | 85,248 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Shares | Common SharesClass A Shares | Common SharesClass B Shares | Common SharesClass C Shares | Common SharesSpecial Warrants | Non- controlling Interest | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | |
Beginning balance (in shares) at Dec. 31, 2017 | [1] | 32,626,168 | 555,556 | 58,967,502 | ||||||||
Beginning balance at Dec. 31, 2017 | $ (11,344,344) | $ 92 | $ 41,191 | $ 2,072,566 | $ (13,142,001) | $ (313,718) | $ (2,474) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Consolidated net income (loss) | (499,330) | (12,437) | (486,893) | |||||||||
Issuance of restricted stock (in shares) | 70,000 | |||||||||||
Issuance of restricted stock | 8 | 8 | ||||||||||
Forfeitures of restricted stock (in shares) | (217,577) | |||||||||||
Share-based compensation | 4,797 | 3,625 | 1,172 | |||||||||
Dividend declared | (10,257) | (10,257) | ||||||||||
Other | (671) | (652) | (1,435) | 1,435 | (19) | |||||||
Other comprehensive income (loss) | (12,533) | (3,617) | (8,916) | |||||||||
Ending balance (in shares) at Jun. 30, 2018 | [1] | 32,478,591 | 555,556 | 58,967,502 | ||||||||
Ending balance at Jun. 30, 2018 | (11,862,330) | 92 | 17,861 | 2,073,738 | (13,630,329) | (321,199) | (2,493) | |||||
Beginning balance (in shares) at Mar. 31, 2018 | [1] | 32,552,286 | 555,556 | 58,967,502 | ||||||||
Beginning balance at Mar. 31, 2018 | (11,771,410) | 92 | 29,429 | 2,073,144 | (13,560,430) | (311,168) | (2,477) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Consolidated net income (loss) | (66,290) | 3,609 | (69,899) | |||||||||
Issuance of restricted stock | 3 | 3 | ||||||||||
Forfeitures of restricted stock (in shares) | [2] | (73,695) | ||||||||||
Share-based compensation | 2,113 | 1,520 | 593 | |||||||||
Dividend declared | (7,006) | (7,006) | ||||||||||
Other | (646) | (631) | 1 | (16) | ||||||||
Other comprehensive income (loss) | (19,094) | (9,063) | (10,031) | |||||||||
Ending balance (in shares) at Jun. 30, 2018 | [1] | 32,478,591 | 555,556 | 58,967,502 | ||||||||
Ending balance at Jun. 30, 2018 | (11,862,330) | 92 | 17,861 | 2,073,738 | (13,630,329) | (321,199) | (2,493) | |||||
Beginning balance (in shares) at Dec. 31, 2018 | [1] | 32,292,944 | 555,556 | 58,967,502 | ||||||||
Beginning balance at Dec. 31, 2018 | (11,560,342) | 92 | 30,868 | 2,074,632 | (13,345,346) | (318,030) | (2,558) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Consolidated net income (loss) | 11,165,113 | (19,028) | 11,184,141 | |||||||||
Non-controlling interest - Separation | (13,199) | (13,199) | ||||||||||
Accumulated other comprehensive loss - Separation | 307,813 | 307,813 | ||||||||||
Issuance of restricted stock | 192 | 196 | (4) | |||||||||
Forfeitures of restricted stock (in shares) | [1] | (110,333) | ||||||||||
Share-based compensation | 2,028 | 2,028 | ||||||||||
Share-based compensation - discontinued operations | 2,449 | 2,449 | ||||||||||
Dividend declared | (3,684) | (3,684) | ||||||||||
Other | 1 | 1 | ||||||||||
Other comprehensive income (loss) | (1,175) | 2,784 | (3,959) | |||||||||
Cancellation of Predecessor equity (in shares) | (32,182,611) | (555,556) | (58,967,502) | |||||||||
Cancellation of Predecessor equity | (403) | (92) | (386) | (2,076,660) | 2,059,998 | 14,175 | 2,562 | |||||
Issuance of Successor common stock, warrants and other equity (in shares) | 56,861,941 | 6,947,567 | 81,453,648 | |||||||||
Issuance of Successor common stock and warrants | 2,751,414 | 64 | 8,943 | 2,770,108 | (27,701) | |||||||
Ending balance (in shares) at May. 01, 2019 | [1] | 56,861,941 | 6,947,567 | 0 | 81,453,648 | |||||||
Ending balance at May. 01, 2019 | 2,779,115 | 64 | 8,943 | 2,770,108 | 0 | 0 | 0 | |||||
Beginning balance (in shares) at Mar. 31, 2019 | [1] | 32,247,361 | 555,556 | 58,967,502 | ||||||||
Beginning balance at Mar. 31, 2019 | (11,566,113) | 92 | 11,437 | 2,075,025 | (13,330,821) | (319,284) | (2,562) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Consolidated net income (loss) | 11,300,714 | 2,190 | 11,298,524 | |||||||||
Non-controlling interest - Separation | (13,199) | (13,199) | ||||||||||
Accumulated other comprehensive loss - Separation | 307,813 | |||||||||||
Issuance of restricted stock | 132 | 132 | ||||||||||
Forfeitures of restricted stock (in shares) | [1] | (64,750) | ||||||||||
Share-based compensation | 1,635 | 1,635 | ||||||||||
Share-based compensation - discontinued operations | 614 | 614 | ||||||||||
Other | 1 | 1 | ||||||||||
Other comprehensive income (loss) | (3,493) | (788) | (2,705) | |||||||||
Cancellation of Predecessor equity (in shares) | [1] | (32,182,611) | (555,556) | (58,967,502) | ||||||||
Cancellation of Predecessor equity | (403) | 92 | 386 | 2,076,660 | (2,059,998) | (14,175) | (2,562) | |||||
Issuance of Successor common stock, warrants and other equity (in shares) | [1] | 56,861,941 | 6,947,567 | 81,453,648 | ||||||||
Issuance of Successor common stock and warrants | 2,751,414 | 64 | 8,943 | 2,770,108 | (27,701) | |||||||
Ending balance (in shares) at May. 01, 2019 | [1] | 56,861,941 | 6,947,567 | 0 | 81,453,648 | |||||||
Ending balance at May. 01, 2019 | 2,779,115 | 64 | 8,943 | 2,770,108 | 0 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Consolidated net income (loss) | 38,793 | 38,793 | ||||||||||
Share-based compensation | 3,039 | 3,039 | ||||||||||
Dividend declared | (571) | (571) | ||||||||||
Other comprehensive income (loss) | (328) | (328) | ||||||||||
Vesting of restricted stock (in shares) | [1] | 11,841 | ||||||||||
Issuance of Successor common stock, warrants and other equity (in shares) | 81,453,648 | |||||||||||
Ending balance (in shares) at Jun. 30, 2019 | [1] | 56,873,782 | 6,947,567 | 0 | 81,453,648 | |||||||
Ending balance at Jun. 30, 2019 | $ 2,820,048 | $ 64 | $ 8,372 | $ 2,773,147 | $ 38,793 | $ (328) | $ 0 | |||||
[1] | The Predecessor Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2018 or 2017. | |||||||||||
[2] | The Predecessor Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2019. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 2 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | May 01, 2019USD ($) | Jun. 30, 2018USD ($) | |
Cash flows from operating activities: | |||
Net income (loss) | $ 38,793 | $ 11,165,113 | $ (499,330) |
(Income) loss from discontinued operations | 0 | (1,685,123) | 157,477 |
Reconciling items: | |||
Impairment charges | 0 | 91,382 | 0 |
Depreciation and amortization | 59,383 | 52,834 | 132,251 |
Deferred taxes | 13,056 | 115,839 | (27,271) |
Provision for doubtful accounts | 3,081 | 3,268 | 12,642 |
Amortization of deferred financing charges and note discounts, net | 216 | 512 | 11,871 |
Non-cash Reorganization items, net | 0 | (9,619,236) | 254,920 |
Share-based compensation | 3,039 | 498 | 1,172 |
(Gain) loss on disposal of operating and other assets | (3,960) | (143) | 2,143 |
(Gain) loss on investments | 0 | 10,237 | (9,175) |
Equity in loss of nonconsolidated affiliates | 24 | 66 | 63 |
Barter and trade income | (1,934) | (5,947) | (2,607) |
Other reconciling items, net | 73 | (65) | (568) |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||
(Increase) decrease in accounts receivable | (108,613) | 117,263 | 55,188 |
Increase in prepaid expenses and other current assets | (14,773) | (24,044) | (13,770) |
Increase (decrease) in accrued expenses | 18,006 | (123,971) | (31,775) |
Increase (decrease) in accounts payable | 2,995 | (32,914) | 14,660 |
Increase in accrued interest | 69,294 | 256 | 301,399 |
Increase (decrease) in deferred income | 4,745 | 13,377 | (3,403) |
Changes in other operating assets and liabilities | (224) | (86,707) | 4,298 |
Cash provided by (used for) operating activities from continuing operations | 83,201 | (7,505) | 360,185 |
Cash provided by (used for) operating activities from discontinued operations | 0 | (32,681) | 84,172 |
Net cash provided by (used for) operating activities | 83,201 | (40,186) | 444,357 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (17,435) | (36,197) | (27,306) |
Proceeds from disposal of assets | 471 | 99 | 832 |
Change in other, net | (823) | (2,680) | 6,452 |
Cash provided by (used for) investing activities from continuing operations | (17,787) | (38,778) | (20,022) |
Cash provided by (used for) investing activities from discontinued operations | 0 | (222,366) | (58,263) |
Net cash used for investing activities | (17,787) | (261,144) | (78,285) |
Cash flows from financing activities: | |||
Draws on credit facilities | 0 | 0 | 143,332 |
Payments on credit facilities | 0 | 0 | (133,308) |
Proceeds from long-term debt | 0 | 269 | 0 |
Payments on long-term debt | 0 | (8,294) | (363,442) |
Proceeds from Mandatorily Redeemable Preferred Stock | 0 | 60,000 | 0 |
Settlement of intercompany related to discontinued operations | 0 | (159,196) | 0 |
Dividends and other payments to noncontrolling interests | (571) | 0 | (4,862) |
Change in other, net | (113) | (5) | (14) |
Cash provided by (used for) financing activities from continuing operations | (684) | (107,226) | (358,294) |
Cash provided by (used for) financing activities from discontinued operations | 0 | 51,669 | (2,527) |
Net cash provided by (used for) financing activities | (684) | (55,557) | (360,821) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 11 | 562 | (4,699) |
Net increase in cash, cash equivalents and restricted cash | 64,741 | (356,325) | 552 |
Cash, cash equivalents and restricted cash at beginning of period | 74,009 | 430,334 | 311,300 |
Cash, cash equivalents and restricted cash at end of period | 138,750 | 74,009 | 311,852 |
Less cash, cash equivalents and restricted cash of discontinued operations at end of period | 0 | 0 | 219,196 |
Cash, cash equivalents and restricted cash of continuing operations at end of period | 138,750 | 74,009 | 92,656 |
SUPPLEMENTAL DISCLOSURES: | |||
Cash paid for interest | 430 | 137,042 | 206,948 |
Cash paid for income taxes | 1,549 | 22,092 | 23,375 |
Cash paid for Reorganization items, net | $ 13,049 | $ 183,291 | $ 5,875 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Preparation of Interim Financial Statements All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to iHeartMedia, 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. As described below, as a result of the application of fresh start accounting and the effects of the implementation of the Company's Plan of Reorganization (as defined below), the consolidated financial statements after the Effective Date (as defined below), are not comparable with the consolidated financial statements on or before that date. Refer to Note 3, "Fresh Start Accounting," for additional information. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2018 Annual Report on Form 10-K. Th e consolidated financial statements include the accounts of the Company and its subsidiaries. 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% to 50% 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. Unless otherwise indicated, information in these notes to the consolidated financial statements relates to continuing operations. Certain of the Company's operations have been presented as discontinued. The Company presents businesses that represent components as discontinued operations when the components meet the criteria for held for sale, are sold, or spun-off and their disposal represents a strategic shift that has, or will have, a major effect on its operations and financial results. See Note 4, Discontinued Operations . As part of the Separation and Reorganization (as defined below), the Company reevaluated its segment reporting, resulting in the presentation of two businesses: ▪ Audio, which provides media and entertainment services via broadcast and digital delivery and also includes the Company’s events and national syndication businesses and ▪ Audio & Media Services, which provides other audio and media services, including the Company’s media representation business and the Company's provider of scheduling and broadcast software. Prior periods have been recast to reflect the Company's current segment presentation. See Note 13, Segment Data . Certain prior period amounts have been reclassified to conform to the 2019 presentation. Voluntary Filing under Chapter 11 On March 14, 2018 (the "Petition Date"), the Company, iHeartCommunications, Inc. ("iHeartCommunications") and certain of the Company's direct and indirect domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). Clear Channel Outdoor Holdings, Inc. (“CCOH”) and its direct and indirect subsidiaries did not file voluntary petitions for reorganization under the Bankruptcy Code and were not Debtors in the Chapter 11 Cases. On April 28, 2018, the Company and the other Debtors filed a plan of reorganization (as amended, the “Plan of Reorganization”) and a related disclosure statement with the Bankruptcy Court, which we subsequently amended by filing the second, third, fourth and fifth amended Plan of Reorganization and amended versions of the Disclosure Statement. On January 22, 2019, the Plan of Reorganization was confirmed by the Bankruptcy Court. On May 1, 2019 (the “Effective Date”), the conditions to the effectiveness of the Plan of Reorganization were satisfied and the Company emerged from Chapter 11 through (a) a series of transactions (the “Separation”) through which CCOH, its parent Clear Channel Holdings, Inc. (“CCH”) and its subsidiaries (collectively with CCOH and CCH, the “Outdoor Group”) were separated from, and ceased to be controlled by, the Company and its subsidiaries (the “iHeart Group”), and (b) a series of transactions (the “Reorganization”) through which iHeartCommunications’ debt was reduced from approximately $16 billion to approximately $5.8 billion and a global compromise and settlement among holders of claims (“Claimholders”) in connection with the Chapter 11 Cases was effected. The compromise and settlement involved, among others, (i) the restructuring of iHeartCommunications’ indebtedness by (A) replacing its “debtor-in-possession” credit facility with a $450 million senior secured asset-based revolving credit facility (the “ABL Facility”) and (B) issuing to certain Claimholders, on account of their claims, approximately $3.5 billion aggregate principal amount of new senior secured term loans (the “Term Loan Facility”), approximately $1.45 billion aggregate principal amount of new 8.375% Senior Notes due 2027 (the “Senior Unsecured Notes”) and approximately $800 million aggregate principal amount of new 6.375% Senior Secured Notes due 2026 (the “Senior Secured Notes”), (ii) the Company’s issuance of new Class A common stock, new Class B common stock and special warrants to purchase shares of new Class A common stock and Class B common stock (“Special Warrants”) to Claimholders, subject to ownership restrictions imposed by the Federal Communications’ Commission (“FCC”), (iii) the settlement of certain intercompany transactions, and (iv) the sale of the preferred stock (the “iHeart Operations Preferred Stock”) of the Company’s wholly-owned subsidiary iHeart Operations, Inc. (“iHeart Operations”) in connection with the Separation. All of the Predecessor (as defined below) Company's equity existing as of the Effective Date was canceled on such date pursuant to the Plan of Reorganization. Upon the Company's emergence from the Chapter 11 Cases, the Company adopted fresh start accounting, which resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the consolidated financial statements after the Effective Date, are not comparable with the consolidated financial statements on or before that date. Refer to Note 3, "Fresh Start Accounting," for additional information. References to "Successor" or "Successor Company" relate to the financial position and results of operations of the Company after the Effective Date. References to "Predecessor" or "Predecessor Company" refer to the financial position and results of operations of the Company on or before the Effective Date. During the Predecessor period, the Company applied Accounting Standards Codification (“ASC”) 852 - Reorganizations (“ASC 852”) in preparing the consolidated financial statements. ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain charges incurred during 2018 and 2019 related to the Chapter 11 Cases, including the write-off of unamortized long-term debt fees and discounts associated with debt classified as liabilities subject to compromise, and professional fees incurred directly as a result of the Chapter 11 Cases are recorded as Reorganization items, net in the Predecessor period. ASC 852 requires certain additional reporting for financial statements prepared between the bankruptcy filing date and the date of emergence from bankruptcy, including: • Reclassification of Debtor pre-petition liabilities that are unsecured, under-secured or where it cannot be determined that the liabilities are fully secured, to a separate line item in the Consolidated Balance Sheet called, "Liabilities subject to compromise"; and • Segregation of Reorganization items, net as a separate line in the Consolidated Statement of Comprehensive Loss, included within income from continuing operations. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. During the Chapter 11 Cases, the Company’s ability to continue as a going concern was contingent upon the Company’s ability to successfully implement the Company’s Plan of Reorganization, among other factors. As a result of the effectiveness and implementation of the Plan of Reorganization, there is no longer substantial doubt about the Company's ability to continue as a going concern. 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 Statements of Cash Flows: (In thousands) Successor Company Predecessor Company June 30, December 31, Cash and cash equivalents $ 127,159 $ 224,037 Restricted cash included in: Other current assets 11,591 3,428 Total cash, cash equivalents and restricted cash in the Statement of Cash Flows (1) $ 138,750 $ 227,465 (1) The Predecessor Company's Cash and cash equivalents, restricted cash included in other current assets and restricted cash included in other assets as of December 31, 2018 in the table above exclude $202.9 million classified as current and long-term assets of CCOH. New Accounting Pronouncements Recently Adopted Leases The Company adopted ASU No. 2016-02, which created ASC 842, Leases , and all subsequent ASUs relating to this Topic, as of January 1, 2019 (collectively, "ASC 842"). This new lease accounting standard, which supersedes previous lease accounting guidance under U.S. GAAP, results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of a right-of-use ("ROU") asset and lease liability by lessees for those leases classified as operating leases. Lessor accounting is also updated to align with certain changes in the lessee model and the revenue recognition standard ("ASC Topic 606"), which was adopted in 2018. The Company applied the transition provisions of this standard at January 1, 2019 following the optional transition method provided by ASU No. 2018-11; consequently, the consolidated financial statements and notes to the consolidated financial statements for periods before the date of adoption continue to be presented in accordance with ASC Topic 840. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to not reassess whether expired or existing contracts are or contain leases and to carry forward the historical lease classification for those leases that commenced prior to the date of adoption. Upon adoption of ASC 842, prepaid and deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. Additionally, deferred gains related to previous transactions that were historically accounted for as sale and operating leasebacks in accordance with ASC Topic 840 were eliminated and recognized as a cumulative-effect adjustment to equity, resulting in an increase to equity, net of tax, of $128.9 million . Under ASC Topic 840, such gains were recognized ratably over the lease term as a credit to operating lease expense, and operating lease expense for the three and six months ended June 30, 2018 included credits of $1.3 million and $2.6 million , respectively, for the amortization of these gains, which were not recognized in the Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor). Adoption of the new standard had a material impact on our consolidated balance sheets, but it did not have a material impact on our other consolidated financial statements. Additionally, the standard requires disclosures to meet the objective of enabling users of the financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Refer to Note 5, Revenue , and Note 6, Leases , for more information. Intangible Assets and Goodwill During the first quarter of 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) . This update eliminated the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Entities are required to record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The standard is effective for annual and any interim impairment tests performed for periods beginning after December 15, 2019. The Company early adopted the proposed guidance under ASU 2017-04 beginning on January 1, 2019 on a prospective basis. The implementation of ASU 2017-04 did not have a material impact on our consolidated financial statements and related disclosures. During the third quarter of 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract . This update requires that a customer in a cloud computing arrangement that is a service contract follow the internal use software guidance in Accounting Standards Codification (ASC) 350-402 to determine which implementation costs to capitalize as assets. The standard is effective for fiscal years beginning after December 15, 2019. The Company early adopted the proposed guidance under ASU 2018-15 beginning on January 1, 2019 on a prospective basis. The implementation of ASU 2018-15 did not have a material impact on our consolidated financial statements and related disclosures. |
EMERGENCE FROM VOLUNTARY REORGA
EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS | 6 Months Ended |
Jun. 30, 2019 | |
Reorganizations [Abstract] | |
EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS | EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS Plan of Reorganization As described in Note 1, on March 14, 2018, the Company and the other Debtors filed the Chapter 11 Cases and on April 28, 2018, the Company and the other Debtors filed a plan of reorganization, which was subsequently amended as the Plan of Reorganization and was confirmed on January 22, 2019. The Debtors then emerged from bankruptcy upon effectiveness of the Plan of Reorganization on May 1, 2019 (the “Effective Date”). Capitalized terms not defined in this report are defined in the Plan of Reorganization. On or following the Effective Date and pursuant to the Plan of Reorganization, the following occurred: ▪ Clear Channel Outdoor Holdings, Inc. (“CCOH”) was separated from, and ceased to be controlled by iHeartCommunications and its subsidiaries. ▪ The existing indebtedness of iHeartCommunications of approximately $16 billion was discharged, the Company entered into the Term Loan Facility ( $3,500 million ) and issued Senior Secured Notes ( $800 million ) and Senior Unsecured Notes ( $1,450 million ), collectively the “Successor Emergence Debt.” ▪ The Company adopted an amended and restated certificate of incorporation and bylaws. ▪ Shares of the Predecessor Company’s issued and outstanding common stock immediately prior to the Effective Date were canceled, and on the Effective Date, reorganized iHeartMedia issued an aggregate of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock were issued to holders of claims pursuant to the Plan of Reorganization. ▪ The following classes of claims received the Successor Emergence Debt and 99.1% of the new equity, as defined in the Plan of Reorganization: ▪ Secured Term Loan / 2019 PGN Claims (Class 4) ▪ Secured Non- 9.0% PGN Due 2019 Claims Other Than Exchange 11.25% PGN Claims (Class 5A) ▪ Secured Exchange 11.25% PGN Claims (Class 5B) ▪ iHC 2021 / Legacy Notes Claims (Class 6) ▪ Guarantor Funded Debt against other Guarantor Debtors Other than CCH and TTWN (Class 7) ▪ The holders of the Guarantor Funded Debt Unsecured Claims Against CCH (Class 7F) received their Pro Rata share of 100 percent of the CCOH Interests held by the Debtors and CC Finco, LLC and Broader Media, LLC. Refer to the discussion below regarding the Separation Transaction. ▪ Settled the following classes of claims in cash: – General Unsecured Claims Against Non-Obligor Debtors (Class 7A); paid in full – General Unsecured Claims Against TTWN Debtors (Class 7B); paid in full – iHC Unsecured Claims (Class 7D); paid 14.44% of allowed claim – Guarantor General Unsecured Claims (Class 7G); paid minimum of 45% and maximum of 55% of allowed claim ▪ The CCOH Due From Claims (Class 8) represent the negotiated claim between iHeartMedia and CCOH, which was settled in cash on the date of emergence at 14.44% . ▪ The Predecessor Company’s common stockholders (Class 9) received their pro rata share of 1% of the new common stock; provided that 0.1% of the new common stock that otherwise would have been distributed to the Company's former sponsors was instead distributed to Holders Legacy Notes Claims. ▪ The Company entered into a new $450.0 million ABL Facility, which was undrawn at emergence. ▪ The Company funded the Guarantor General Unsecured Recovery Cash Pool for $17.5 million in order to settle the Class 7G General Unsecured Claims. ▪ The Company funded the Professional Fee Escrow Account. ▪ On the Effective Date, the iHeartMedia, Inc. 2019 Equity Incentive Plan (the “Post-Emergence Equity Plan”) became effective. The Post-Emergence Equity Plan allows the Company to grant stock options and restricted stock units representing up to 12,770,387 shares of Class A common stock for key members of management and service providers and up to 1,596,298 for non-employee members of the board of directors. The amounts of Class A common stock reserved under the Post-Emergence Equity Plan were equal to 8% and 1% , respectively, of the Company’s fully-diluted and distributed shares of Class A common stock as of the Effective Date. In addition, as part of the Separation, iHeartCommunications and CCOH consummated the following transactions: ▪ the cash sweep agreement under the then-existing corporate services agreement and any agreements or licenses requiring royalty payments to iHeartMedia by CCOH for trademarks or other intellectual property (“Trademark License Fees”) were terminated; ▪ iHeartCommunications, iHeartMedia, iHeartMedia Management Services, Inc. and CCOH entered into a transition services agreement (the “Transition Services Agreement”) pursuant to which, the Company or its subsidiaries will provide administrative services historically provided to CCOH by iHeartCommunications for a period of one year after the Effective Date, which may be extended under certain circumstances; ▪ the Trademark License Fees charged to CCOH during the post-petition period were waived by iHeartMedia; ▪ iHeartMedia contributed the rights, title and interest in and to all tradenames, trademarks, service marks, common law marks and other rights related to the Clear Channel tradename (the “CC Intellectual Property”) to CCOH; ▪ iHeartMedia paid $115.8 million to CCOH, which consisted of the $149.0 million payment by iHeartCommunications to CCOH as CCOH’s recovery of its claims under the Due from iHeartCommunications Note, partially offset by the $33.2 million net amount payable to iHeartCommunications under the post-petition intercompany balance between iHeartCommunications and CCOH after adjusting for the post-petition Trademark License Fees which were waived as part of the settlement agreement; ▪ iHeartCommunications entered into a revolving loan agreement with Clear Channel Outdoor, LLC (“CCOL”) and Clear Channel International, Ltd., wholly-owned subsidiaries of CCOH, to provide a line of credit in an aggregate amount not to exceed $200 million at the prime rate of interest, which was terminated by CCOL on July 30, 2019 in connection with the closing of an underwritten public offering of common stock by CCOH; and ▪ iHeart Operations, Inc. issued $60.0 million in preferred stock to a third party for cash (see Note 8 - Long-term Debt). FRESH START ACCOUNTING Fresh Start In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company qualified for and adopted fresh start accounting on the Effective Date. The Company was required to adopt fresh start accounting because (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan of Reorganization was less than the post-petition liabilities and allowed claims. In accordance with ASC 852, with the application of fresh start accounting, the Company allocated its reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, "Business Combinations." The reorganization value represents the fair value of the Successor Company's assets before considering liabilities. The excess reorganization value over the fair value of identified tangible and intangible assets is reported as goodwill. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the consolidated financial statements after May 1, 2019 are not comparable with the consolidated financial statements as of or prior to that date. Reorganization Value As set forth in the Plan of Reorganization and the Disclosure Statement, the enterprise value of the Successor Company was estimated to be between $8.0 billion and $9.5 billion . Based on the estimates and assumptions discussed below, the Company estimated the enterprise value to be $8.75 billion , which is the mid-point of the range of enterprise value. Management estimated the enterprise value of the Successor Company utilizing the selected publicly traded companies analysis approach, the discounted cash flow analysis (“DCF”) approach and the selected transactions analysis approach. The use of each approach provides corroboration for the other approaches. To estimate enterprise value utilizing the selected publicly traded companies analysis method, management applied valuation multiples, derived from the operating data of publicly-traded benchmark companies to the same operating data of the Company. The selected publicly traded companies analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography. The valuation multiples were derived based on historical and projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization and applied to projected operating data of the Company. To estimate enterprise value utilizing the discounted cash flow method, management established an estimate of future cash flows for the period 2019 to 2022 with a terminal value and discounted the estimated future cash flows to present value. The expected cash flows for the period 2019 to 2022 with a terminal value were based upon certain financial projections and assumptions provided to the Bankruptcy Court. The expected cash flows for the period 2019 to 2022 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable. A terminal value was included, calculated using the terminal multiple method, which estimates a range of values at which the Successor Company will be valued at the end of the Projection Period based on applying a terminal multiple to final year OIBDAN, which is defined as consolidated operating income adjusted to exclude non-cash compensation expenses included within corporate expenses, as well as Depreciation and amortization, Impairment charges and Other operating income (expense), net. To estimate enterprise value utilizing the selected transactions analysis, management applied valuation multiples derived from an analysis of consideration paid and net debt assumed from publicly disclosed merger or acquisition transactions to the broadcast cash flows of the Successor Company. The selected transactions analysis identified companies and assets involved in publicly disclosed merger and acquisition transactions for which the targets had operating and financial characteristics comparable in certain respects to the Successor Company. The following table reconciles the enterprise value per the Plan of Reorganization to the implied value (for fresh start accounting purposes) of the Successor common stock as of the Effective Date: (In thousands, except per share data) Enterprise Value $ 8,750,000 Plus: Cash and cash equivalents 63,142 Less: Debt issued upon emergence (5,748,178 ) Finance leases and short-term notes (61,939 ) Mandatorily Redeemable Preferred Stock (60,000 ) Changes in deferred tax liabilities (1) (163,910 ) Noncontrolling interest (8,943 ) Implied value of Successor common stock $ 2,770,172 Shares issued upon emergence (2) 145,263 Per share value $ 19.07 (1) Difference in the assumed effect of deferred taxes in the calculation of enterprise value versus the actual effect of deferred taxes as of May 1. (2) Includes the Class A Common Stock, Class B Common Stock and Special Warrants issued at emergence. The reconciliation of the Company’s enterprise value to reorganization value as of the Effective Date is as follows: (In thousands) Enterprise Value $ 8,750,000 Plus: Cash and cash equivalents 63,142 Current liabilities (excluding Current portion of long-term debt) 426,944 Deferred tax liability 596,850 Other long-term liabilities 54,393 Noncurrent Operating lease obligations 818,879 Reorganization Value $ 10,710,208 Consolidated Balance Sheet The adjustments set forth in the following consolidated balance sheet as of May 1, 2019 reflect the effect of the Separation (reflected in the column "Separation of CCOH Adjustments"), the consummation of the transactions contemplated by the Plan of Reorganization that are incremental to the Separation (reflected in the column "Reorganization Adjustments") and the fair value adjustments as a result of applying fresh start accounting (reflected in the column "Fresh Start Adjustments"). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities, as well as significant assumptions or inputs. (In thousands) Separation of CCOH Adjustments Reorganization Adjustments Fresh Start Adjustments Predecessor (A) (B) (C) Successor CURRENT ASSETS Cash and cash equivalents $ 175,811 $ — $ (112,669 ) (1) $ — $ 63,142 Accounts receivable, net 748,326 — — (10,810 ) (1) 737,516 Prepaid expenses 127,098 — — (24,642 ) (2) 102,456 Other current assets 22,708 — 8,125 (2) (1,668 ) (3) 29,165 Current assets of discontinued operations 1,000,753 (1,000,753 ) (1) — — Total Current Assets 2,074,696 (1,000,753 ) (104,544 ) (37,120 ) 932,279 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net 499,001 — — 333,991 (4) 832,992 INTANGIBLE ASSETS AND GOODWILL Indefinite-lived intangibles - licenses 2,326,626 — — (44,906 ) (5) 2,281,720 Other intangibles, net 104,516 — — 2,240,890 (5) 2,345,406 Goodwill 3,415,492 — — (92,127 ) (5) 3,323,365 OTHER ASSETS Operating lease right-of-use assets 355,826 — — 554,278 (6) 910,104 Other assets 139,409 — (384 ) (3) (54,683 ) (2) 84,342 Long-term assets of discontinued operations 5,351,513 (5,351,513 ) (1) — — — Total Assets $ 14,267,079 $ (6,352,266 ) $ (104,928 ) $ 2,900,323 $ 10,710,208 CURRENT LIABILITIES Accounts payable $ 41,847 $ — $ 3,061 (4) $ — $ 44,908 Current operating lease liabilities 470 — 31,845 (7) 39,092 (6) 71,407 Accrued expenses 208,885 — (32,250 ) (5) 2,328 (9) 178,963 Accrued interest 462 — (462 ) (6) — — Deferred revenue 128,452 — — 3,214 (7) 131,666 Current portion of long-term debt 46,618 — 6,529 (7) 40 (6) 53,187 Current liabilities of discontinued operations 999,778 (999,778 ) (1) — — — Total Current Liabilities 1,426,512 (999,778 ) 8,723 44,674 480,131 Long-term debt — — 5,758,516 (8) (1,586 ) (8) 5,756,930 Series A Mandatorily Redeemable Preferred Stock — — 60,000 (9) — 60,000 Noncurrent operating lease liabilities 828 — 398,154 (7) 419,897 (6) 818,879 Deferred income taxes — — 575,341 (10) 185,419 (10) 760,760 Other long-term liabilities 121,081 — (64,524 ) (11) (2,164 ) (7) 54,393 Liabilities subject to compromise 16,770,266 — (16,770,266 ) (7) — — Long-term liabilities of discontinued operations 7,472,633 (7,472,633 ) (1) — — — Commitments and contingent liabilities (Note 9) STOCKHOLDERS’ EQUITY (DEFICIT) Noncontrolling interest 13,584 (13,199 ) (1) — 8,558 (11) 8,943 Predecessor common stock 92 — (92 ) (12) — — Successor Class A Common Stock — — 57 (13) — 57 Successor Class B Common Stock — — 7 (13) — 7 Predecessor additional paid-in capital 2,075,130 — (2,075,130 ) (12) — — Successor additional paid-in capital — 2,770,108 (13) — 2,770,108 Accumulated deficit (13,288,497 ) 1,825,531 (1) 9,231,616 (14) 2,231,350 (12) — Accumulated other comprehensive loss (321,988 ) 307,813 (1) — 14,175 (12) — Cost of share held in treasury (2,562 ) — 2,562 (12) — — Total Stockholders' Equity (Deficit) (11,524,241 ) 2,120,145 9,929,128 2,254,083 2,779,115 Total Liabilities and Stockholders' Equity (Deficit) $ 14,267,079 $ (6,352,266 ) $ (104,928 ) $ 2,900,323 $ 10,710,208 A. Separation of CCOH Adjustments (1) On May 1, 2019, as part of the Separation, the outstanding shares of both classes of CCOH common stock were consolidated such that CCH held all of the outstanding CCOH Class A common stock that was held by subsidiaries of iHeartCommunications, through a series of share distributions by other subsidiaries that held CCOH common stock and a conversion of CCOH Class B common stock that CCH held to CCOH Class A common stock. Prior to the Separation, iHeartCommunications owned approximately 89.1% of the economic rights and approximately 99% of the voting rights of CCOH. To complete the Separation, CCOH merged with and into CCH, with CCH surviving the merger and changing its name to Clear Channel Outdoor Holdings, Inc. (“New CCOH”), and pre-merger shares of CCOH Class A common stock (other than shares of CCOH Class A common stock held by CCH or any direct or indirect wholly-owned subsidiary of CCH) were converted into an equal number of shares of post-merger common stock of New CCOH. iHeartCommunications transferred the post-merger common stock of New CCOH it held to Claimholders pursuant to the Plan of Reorganization but retained 31,269,762 shares. Such retained shares were distributed to two affiliated Claimholders on July 18, 2019. Upon completion of the merger and Separation New CCOH became an independent public company. Upon distribution of the shares held by iHeartCommunications, the Company does not hold any ownership interest in CCOH. The assets and liabilities of CCOH have been classified as discontinued operations. The discontinued operations reflect the assets and liabilities of CCOH, which are presented as discontinued operations as of the Effective Date. CCOH’s assets and liabilities are adjusted to: (1) eliminate the balance on the Due from iHeartCommunications Note and the balance on the intercompany payable due to iHeartCommunications from CCOH’s consolidated balance sheet, which are intercompany amounts that were eliminated in consolidation; (2) eliminate CCOH’s Noncontrolling interest and treasury shares; and (3) eliminate other intercompany balances. B. Reorganization Adjustments In accordance with the Plan of Reorganization, the following adjustments were made: (1) The table below reflects the sources and uses of cash on the Effective Date from implementation of the Plan: (In thousands) Cash at May 1, 2019 (excluding discontinued operations) $ 175,811 Sources: Proceeds from issuance of Mandatorily Redeemable Preferred Stock $ 60,000 Release of restricted cash from other assets into cash 3,428 Total sources of cash $ 63,428 Uses: Payment of Mandatorily Redeemable Preferred Stock issuance costs $ (1,513 ) Payment of New Term Loan Facility to settle certain creditor claims (1,822 ) Payments for Emergence debt issuance costs (7,213 ) Funding of the Guarantor General Unsecured Recovery Cash Pool (17,500 ) Payments for fully secured claims and general unsecured claims (1,990 ) Payment of contract cure amounts (15,763 ) Payment of consenting stakeholder fees (4,000 ) Payment of professional fees (85,091 ) (a) Funding of Professional Fees Escrow Account (41,205 ) (a) Total uses of cash $ (176,097 ) Net uses of cash $ (112,669 ) Cash upon emergence $ 63,142 (a) Approximately $30.5 million of professional fees paid at emergence were accrued as of May 1, 2019. These payments also reflect both the payment of Success fees for $86.1 million and other professionals paid directly at emergence. (2) Pursuant to the terms of the Plan of Reorganization, on the Effective Date, the Company funded the Guarantor General Unsecured Recovery Cash Pool account in the amount of $17.5 million , which was reclassified as restricted cash within Other current assets. The Company made payments of $6.0 million through the Cash Pool at the time of emergence. Additionally, $3.4 million of restricted cash previously held to pay critical utility vendors was reclassified to cash. (3) Reflects the write-off of prepaid expenses related to the $2.3 million of prepaid premium for Predecessor Company's director and officer insurance policy, offset by the accrual of future reimbursements of $1.9 million for negotiated discounts related to the professional fee escrow account. (4) Reflects the reinstatement of $3.1 million of accounts payable included within Liabilities subject to compromise to be satisfied in the ordinary course of business. (5) Reflects the reduction of accrued expenses related to the $21.2 million of professional fees paid directly, $9.3 million of professional fees paid through the Professional Fee Escrow Account and other accrued expense items. Additionally, the Company reinstated accrued expenses included within Liabilities subject to compromise to be satisfied in the ordinary course of business. (In thousands) Reinstatement of accrued expenses $ 551 Payment of professional fees (21,177 ) Payment of professional fees through the escrow account (9,260 ) Impact on other accrued expenses (2,364 ) Net impact on Accrued expenses $ (32,250 ) (6) Reflects the write-off of the DIP facility accrued interest associated with the DIP facility fees paid at emergence. (7) As part of the Plan of Reorganization, the Bankruptcy Court approved the settlement of claims reported within Liabilities subject to compromise in the Company's Consolidated balance sheet at their respective allowed claim amounts. (In thousands) Liabilities subject to compromise pre-emergence $ 16,770,266 To be reinstated on the Effective Date: Deferred taxes $ (596,850 ) Accrued expenses (551 ) Accounts payable (3,061 ) Finance leases and other debt (16,867 ) (a) Current operating lease liabilities (31,845 ) Noncurrent operating lease liabilities (398,154 ) Other long-term liabilities (14,518 ) (b) Total liabilities reinstated $ (1,061,846 ) Less amounts settled per the Plan of Reorganization Issuance of new debt $ (5,750,000 ) Payments to cure contracts (15,763 ) Payments for settlement of general unsecured claims from escrow account (5,822 ) Payments for fully secured and other claim classes at emergence (1,990 ) Equity issued at emergence to creditors in settlement of Liabilities subject to Compromise (2,742,471 ) Total amounts settled (8,516,046 ) Gain on settlement of Liabilities Subject to Compromise $ 7,192,374 (a) Includes finance lease liabilities and other debt of $6.6 million and $10.3 million classified as current and long-term debt, respectively. (b) Reinstatement of Other long-term liabilities were as follows: (In thousands) Reinstatement of long-term asset retirement obligations $ 3,527 Reinstatement of non-qualified deferred compensation plan 10,991 Total reinstated Other long-term liabilities $ 14,518 (8) The exit financing consists of the New Term Loan Facility of approximately $3.5 billion and New Senior Secured Notes totaling $800 million , both maturing seven years from the date of issuance, New Senior Unsecured Notes totaling $1.45 billion , maturing eight years from the date of issuance, and a $450 million New ABL Facility with no amount drawn at emergence, which matures on June 14, 2023. Upon Emergence, the Company paid cash of $1.8 million to settle certain creditor claims for which claims were designated to receive term loan facilities pursuant to the Plan. $10.3 million is related to the reinstatement of the Long-term portion of finance leases and other debt as described above. (In thousands) Term Interest Rate Amount Term Loan Facility 7 years Libor + 4.00% $ 3,500,000 Senior Secured Notes 7 years 6.375% 800,000 Senior Unsecured Notes 8 years 8.375% 1,450,000 Asset-based Revolving Credit Facility 4 years Varies (a) — Total Long-Term Debt - Exit Financing $ 5,750,000 Less: Payment of Term Loan Facility to settle certain creditor claims (1,822 ) Net proceeds from exit financing at emergence $ 5,748,178 Long-term portion of finance leases and other debt reinstated 10,338 Net impact on Long-term debt $ 5,758,516 (a) Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (x) a eurocurrency rate or (y) a base rate. The applicable margin for borrowings under the ABL Facility range from 1.25% to 1.75% for eurocurrency borrowings and from 0.25% to 0.75% for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recently delivered borrowing base certificate. (9) Reflects the issuance by iHeart Operations of $60.0 million in aggregate liquidation preference of its Series A Perpetual Preferred Stock, par value $0.001 per share. On May 1, 2029, the shares of the Preferred Stock will be subject to mandatory redemption for $60.0 million in cash, plus any accrued and unpaid dividends, unless waived by the holders of the Preferred Stock. (10) Reflects the reinstatement of deferred tax liabilities included within Liabilities subject to compromise of $596.9 million , offset by an adjustment to net deferred tax liabilities of $21.5 million . Upon emergence from bankruptcy proceedings under Chapter 11 of the Bankruptcy Code, iHeartMedia’s federal and state net operating loss carryforwards are expected to be reduced in accordance with Section 108 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), due to cancellation of debt income, which is excluded from U.S. federal taxable income. The estimated remaining deferred tax assets attributed federal and state net operating loss carryforwards upon emergence totaled $114.9 million . The adjustments reflect a reduction in deferred tax assets for federal and state net operating loss carryforwards as described above, a reduction in deferred tax liabilities attributed to long-term debt as a result of the restructuring of our indebtedness upon Emergence and a reduction in valuation allowance. (11) Reflects the reinstatement of Other long-term liabilities from Liabilities subject to compromise, offset by the reduction of liabilities for unrecognized tax benefits classified as Other long-term liabilities that were discharged and effectively settled upon Emergence. (In thousands) Reinstatement of long-term asset retirement obligations $ 3,527 Reinstatement of non-qualified pension plan 10,991 Reduction of liabilities for unrecognized tax benefits (79,042 ) Net impact to Other long-term liabilities $ (64,524 ) (12) Pursuant to the terms of the Plan of Reorganization, as of the Effective Date, all Predecessor common stock and stock-based compensation awards were canceled without any distribution. As a result of the cancellation, the Company recognized $1.5 million in compensation expense related to the unrecognized portion of share-based compensation as of the Effective Date. (13) Reflects the issuance of Successor Company equity, including the issuance of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock in exchange for claims against or interests in iHeartMedia pursuant to the Plan of Reorganization. (In thousands) Equity issued to Class 9 Claim holders (prior equity holders) $ 27,701 Equity issued to creditors in settlement of Liabilities subject to compromise 2,742,471 Total Equity issued at emergence $ 2,770,172 (14) The table reflects the cumulative impact of the reorganization adjustments discussed above: (In thousands) Gain on settlement of Liabilities subject to compromise $ 7,192,374 Payment of professional fees upon emergence (11,509 ) Payment of success fees upon emergence (86,065 ) Cancellation of unvested stock-based compensation awards (1,530 ) Cancellation of Predecessor prepaid director and officer insurance policy (2,331 ) Write-off of debt issuance and Mandatorily Redeemable Preferred Stock costs incurred at Emergence (8,726 ) Total Reorganization items, net $ 7,082,213 Income tax benefit $ 102,914 Cancellation of Predecessor Equity 2,074,190 (a) Issuance of Successor Equity to prior equity holders (27,701 ) Net Impact on Accumulated deficit $ 9,231,616 (a) This value is reflective of Predecessor common stock, Additional paid in capital and the recognition of $1.5 million in compensation expense related to the unrecognized portion of share-based compensation, less Treasury stock. C. Fresh Start Adjustments We have applied fresh start accounting in accordance with ASC 852. Fresh start accounting requires the revaluation of our assets and liabilities to fair value, including both existing and new intangible assets, such as FCC licenses, developed technology, customer relationships and tradenames. Fresh start accounting also requires the elimination of all predecessor earnings or deficits in Accumulated deficit and Accumulated other comprehensive loss. These adjustments reflect the actual amounts recorded as of the Effective Date. (1) Reflects the fair value adjustment as of May 1, 2019 made to accounts receivable to reflect management's best estimate of the expected collectability of accounts receivable balances. (2) Reflects the fair value adjustment as of May 1, 2019 to eliminate certain prepaid expenses related to software implementation costs and other upfront payments. The Company historically incurred third-party implementation fees in connection with installing various cloud-based software products, and these amounts were recorded as prepaid expenses and recognized as a component of selling, general and administrative expense over the term of the various contracts. The Company determined that the remaining unamortized costs related to such implementation fees do not provide any rights that result in future economic benefits. In addition, the Company pays signing bonuses to certain of its on-air personalities, and these amounts were recorded as prepaid expenses and recognized as a component of Direct operating expenses over the terms of the various contracts. To the extent these contracts do not contain substantive claw-back provisions, these prepaid amounts do not provide any enforceable rights that result in future economic benefits. Accordingly, the balances related to these contracts as of May 1, 2019 were adjusted to zero. (3) Reflects the fair value adjustment to eliminate receivables related to tenant allowances per certain lease agreements. These receivables were incorporated into the recalculated lease obligations per ASC 842. (4) Reflects the fair value adjustment to recognize the Company’s property, plant and equipment as of May 1, 2019 based on the fair values of such property, plant and equipment. Property was valued using a market approach comparing similar properties to recent market transactions. Equipment and towers were valued primarily using a replacement cost approach. Internally-developed and owned software technology assets were valued primarily using the Royalty Savings Method, similar to the approach used in valuing the Company’s tradenames and trademarks. Estimated royalty rates were determined for each of the software technology assets considering the relative contribution to the Company’s overall profitability as well as available public market information regarding market royalty rates for similar assets. The selected royalty rates were applied to the revenue generated by the software technology assets. The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued. For certain of the software technology assets, the Company used the cost approach which utilized historical financial data regarding development costs and expected future profit associated with the assets. The adjustment to the Company’s property, plant and equipment consists of a $182.9 million increase in tangible property and equipment and a $151.0 million increase in software technology assets (5) Historical goodwill and other intangible assets have been eliminated and the Company has recognized certain intangible assets at estimated current fair values as part of the application of fresh start accounting, with the most material intangible assets being the FCC licenses related to the Company’s 854 radio stations. The Company has also recorded customer-related and marketing-related intangible assets, including the iHeart tradename. (In thousands) Estimated Fair Value Estimated Useful Life FCC licenses $ 2,281,720 (a) Indefinite Customer / advertiser relationships 1,643,670 (b) 5 - 15 years Talent contracts 373,000 (b) 2 - 10 years Trademarks and tradenames 321,928 (b) 7 - 15 years Other 6,808 (c) Total intangible assets upon emergence 4,627,126 Elimination of historical acquired intangible assets $ (2,431,142 ) Fresh start adjustment to acquired intangible assets 2,195,984 (a) FCC licenses. The fair value of the indefinite-lived FCC licenses was determined primarily using the direct valuation method of the Income Approach and, for smaller markets a combination of the Income approach and the Market Approach. T |
FRESH START ACCOUNTING
FRESH START ACCOUNTING | 6 Months Ended |
Jun. 30, 2019 | |
Reorganizations [Abstract] | |
FRESH START ACCOUNTING | EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS Plan of Reorganization As described in Note 1, on March 14, 2018, the Company and the other Debtors filed the Chapter 11 Cases and on April 28, 2018, the Company and the other Debtors filed a plan of reorganization, which was subsequently amended as the Plan of Reorganization and was confirmed on January 22, 2019. The Debtors then emerged from bankruptcy upon effectiveness of the Plan of Reorganization on May 1, 2019 (the “Effective Date”). Capitalized terms not defined in this report are defined in the Plan of Reorganization. On or following the Effective Date and pursuant to the Plan of Reorganization, the following occurred: ▪ Clear Channel Outdoor Holdings, Inc. (“CCOH”) was separated from, and ceased to be controlled by iHeartCommunications and its subsidiaries. ▪ The existing indebtedness of iHeartCommunications of approximately $16 billion was discharged, the Company entered into the Term Loan Facility ( $3,500 million ) and issued Senior Secured Notes ( $800 million ) and Senior Unsecured Notes ( $1,450 million ), collectively the “Successor Emergence Debt.” ▪ The Company adopted an amended and restated certificate of incorporation and bylaws. ▪ Shares of the Predecessor Company’s issued and outstanding common stock immediately prior to the Effective Date were canceled, and on the Effective Date, reorganized iHeartMedia issued an aggregate of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock were issued to holders of claims pursuant to the Plan of Reorganization. ▪ The following classes of claims received the Successor Emergence Debt and 99.1% of the new equity, as defined in the Plan of Reorganization: ▪ Secured Term Loan / 2019 PGN Claims (Class 4) ▪ Secured Non- 9.0% PGN Due 2019 Claims Other Than Exchange 11.25% PGN Claims (Class 5A) ▪ Secured Exchange 11.25% PGN Claims (Class 5B) ▪ iHC 2021 / Legacy Notes Claims (Class 6) ▪ Guarantor Funded Debt against other Guarantor Debtors Other than CCH and TTWN (Class 7) ▪ The holders of the Guarantor Funded Debt Unsecured Claims Against CCH (Class 7F) received their Pro Rata share of 100 percent of the CCOH Interests held by the Debtors and CC Finco, LLC and Broader Media, LLC. Refer to the discussion below regarding the Separation Transaction. ▪ Settled the following classes of claims in cash: – General Unsecured Claims Against Non-Obligor Debtors (Class 7A); paid in full – General Unsecured Claims Against TTWN Debtors (Class 7B); paid in full – iHC Unsecured Claims (Class 7D); paid 14.44% of allowed claim – Guarantor General Unsecured Claims (Class 7G); paid minimum of 45% and maximum of 55% of allowed claim ▪ The CCOH Due From Claims (Class 8) represent the negotiated claim between iHeartMedia and CCOH, which was settled in cash on the date of emergence at 14.44% . ▪ The Predecessor Company’s common stockholders (Class 9) received their pro rata share of 1% of the new common stock; provided that 0.1% of the new common stock that otherwise would have been distributed to the Company's former sponsors was instead distributed to Holders Legacy Notes Claims. ▪ The Company entered into a new $450.0 million ABL Facility, which was undrawn at emergence. ▪ The Company funded the Guarantor General Unsecured Recovery Cash Pool for $17.5 million in order to settle the Class 7G General Unsecured Claims. ▪ The Company funded the Professional Fee Escrow Account. ▪ On the Effective Date, the iHeartMedia, Inc. 2019 Equity Incentive Plan (the “Post-Emergence Equity Plan”) became effective. The Post-Emergence Equity Plan allows the Company to grant stock options and restricted stock units representing up to 12,770,387 shares of Class A common stock for key members of management and service providers and up to 1,596,298 for non-employee members of the board of directors. The amounts of Class A common stock reserved under the Post-Emergence Equity Plan were equal to 8% and 1% , respectively, of the Company’s fully-diluted and distributed shares of Class A common stock as of the Effective Date. In addition, as part of the Separation, iHeartCommunications and CCOH consummated the following transactions: ▪ the cash sweep agreement under the then-existing corporate services agreement and any agreements or licenses requiring royalty payments to iHeartMedia by CCOH for trademarks or other intellectual property (“Trademark License Fees”) were terminated; ▪ iHeartCommunications, iHeartMedia, iHeartMedia Management Services, Inc. and CCOH entered into a transition services agreement (the “Transition Services Agreement”) pursuant to which, the Company or its subsidiaries will provide administrative services historically provided to CCOH by iHeartCommunications for a period of one year after the Effective Date, which may be extended under certain circumstances; ▪ the Trademark License Fees charged to CCOH during the post-petition period were waived by iHeartMedia; ▪ iHeartMedia contributed the rights, title and interest in and to all tradenames, trademarks, service marks, common law marks and other rights related to the Clear Channel tradename (the “CC Intellectual Property”) to CCOH; ▪ iHeartMedia paid $115.8 million to CCOH, which consisted of the $149.0 million payment by iHeartCommunications to CCOH as CCOH’s recovery of its claims under the Due from iHeartCommunications Note, partially offset by the $33.2 million net amount payable to iHeartCommunications under the post-petition intercompany balance between iHeartCommunications and CCOH after adjusting for the post-petition Trademark License Fees which were waived as part of the settlement agreement; ▪ iHeartCommunications entered into a revolving loan agreement with Clear Channel Outdoor, LLC (“CCOL”) and Clear Channel International, Ltd., wholly-owned subsidiaries of CCOH, to provide a line of credit in an aggregate amount not to exceed $200 million at the prime rate of interest, which was terminated by CCOL on July 30, 2019 in connection with the closing of an underwritten public offering of common stock by CCOH; and ▪ iHeart Operations, Inc. issued $60.0 million in preferred stock to a third party for cash (see Note 8 - Long-term Debt). FRESH START ACCOUNTING Fresh Start In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company qualified for and adopted fresh start accounting on the Effective Date. The Company was required to adopt fresh start accounting because (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan of Reorganization was less than the post-petition liabilities and allowed claims. In accordance with ASC 852, with the application of fresh start accounting, the Company allocated its reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, "Business Combinations." The reorganization value represents the fair value of the Successor Company's assets before considering liabilities. The excess reorganization value over the fair value of identified tangible and intangible assets is reported as goodwill. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the consolidated financial statements after May 1, 2019 are not comparable with the consolidated financial statements as of or prior to that date. Reorganization Value As set forth in the Plan of Reorganization and the Disclosure Statement, the enterprise value of the Successor Company was estimated to be between $8.0 billion and $9.5 billion . Based on the estimates and assumptions discussed below, the Company estimated the enterprise value to be $8.75 billion , which is the mid-point of the range of enterprise value. Management estimated the enterprise value of the Successor Company utilizing the selected publicly traded companies analysis approach, the discounted cash flow analysis (“DCF”) approach and the selected transactions analysis approach. The use of each approach provides corroboration for the other approaches. To estimate enterprise value utilizing the selected publicly traded companies analysis method, management applied valuation multiples, derived from the operating data of publicly-traded benchmark companies to the same operating data of the Company. The selected publicly traded companies analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography. The valuation multiples were derived based on historical and projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization and applied to projected operating data of the Company. To estimate enterprise value utilizing the discounted cash flow method, management established an estimate of future cash flows for the period 2019 to 2022 with a terminal value and discounted the estimated future cash flows to present value. The expected cash flows for the period 2019 to 2022 with a terminal value were based upon certain financial projections and assumptions provided to the Bankruptcy Court. The expected cash flows for the period 2019 to 2022 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable. A terminal value was included, calculated using the terminal multiple method, which estimates a range of values at which the Successor Company will be valued at the end of the Projection Period based on applying a terminal multiple to final year OIBDAN, which is defined as consolidated operating income adjusted to exclude non-cash compensation expenses included within corporate expenses, as well as Depreciation and amortization, Impairment charges and Other operating income (expense), net. To estimate enterprise value utilizing the selected transactions analysis, management applied valuation multiples derived from an analysis of consideration paid and net debt assumed from publicly disclosed merger or acquisition transactions to the broadcast cash flows of the Successor Company. The selected transactions analysis identified companies and assets involved in publicly disclosed merger and acquisition transactions for which the targets had operating and financial characteristics comparable in certain respects to the Successor Company. The following table reconciles the enterprise value per the Plan of Reorganization to the implied value (for fresh start accounting purposes) of the Successor common stock as of the Effective Date: (In thousands, except per share data) Enterprise Value $ 8,750,000 Plus: Cash and cash equivalents 63,142 Less: Debt issued upon emergence (5,748,178 ) Finance leases and short-term notes (61,939 ) Mandatorily Redeemable Preferred Stock (60,000 ) Changes in deferred tax liabilities (1) (163,910 ) Noncontrolling interest (8,943 ) Implied value of Successor common stock $ 2,770,172 Shares issued upon emergence (2) 145,263 Per share value $ 19.07 (1) Difference in the assumed effect of deferred taxes in the calculation of enterprise value versus the actual effect of deferred taxes as of May 1. (2) Includes the Class A Common Stock, Class B Common Stock and Special Warrants issued at emergence. The reconciliation of the Company’s enterprise value to reorganization value as of the Effective Date is as follows: (In thousands) Enterprise Value $ 8,750,000 Plus: Cash and cash equivalents 63,142 Current liabilities (excluding Current portion of long-term debt) 426,944 Deferred tax liability 596,850 Other long-term liabilities 54,393 Noncurrent Operating lease obligations 818,879 Reorganization Value $ 10,710,208 Consolidated Balance Sheet The adjustments set forth in the following consolidated balance sheet as of May 1, 2019 reflect the effect of the Separation (reflected in the column "Separation of CCOH Adjustments"), the consummation of the transactions contemplated by the Plan of Reorganization that are incremental to the Separation (reflected in the column "Reorganization Adjustments") and the fair value adjustments as a result of applying fresh start accounting (reflected in the column "Fresh Start Adjustments"). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities, as well as significant assumptions or inputs. (In thousands) Separation of CCOH Adjustments Reorganization Adjustments Fresh Start Adjustments Predecessor (A) (B) (C) Successor CURRENT ASSETS Cash and cash equivalents $ 175,811 $ — $ (112,669 ) (1) $ — $ 63,142 Accounts receivable, net 748,326 — — (10,810 ) (1) 737,516 Prepaid expenses 127,098 — — (24,642 ) (2) 102,456 Other current assets 22,708 — 8,125 (2) (1,668 ) (3) 29,165 Current assets of discontinued operations 1,000,753 (1,000,753 ) (1) — — Total Current Assets 2,074,696 (1,000,753 ) (104,544 ) (37,120 ) 932,279 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net 499,001 — — 333,991 (4) 832,992 INTANGIBLE ASSETS AND GOODWILL Indefinite-lived intangibles - licenses 2,326,626 — — (44,906 ) (5) 2,281,720 Other intangibles, net 104,516 — — 2,240,890 (5) 2,345,406 Goodwill 3,415,492 — — (92,127 ) (5) 3,323,365 OTHER ASSETS Operating lease right-of-use assets 355,826 — — 554,278 (6) 910,104 Other assets 139,409 — (384 ) (3) (54,683 ) (2) 84,342 Long-term assets of discontinued operations 5,351,513 (5,351,513 ) (1) — — — Total Assets $ 14,267,079 $ (6,352,266 ) $ (104,928 ) $ 2,900,323 $ 10,710,208 CURRENT LIABILITIES Accounts payable $ 41,847 $ — $ 3,061 (4) $ — $ 44,908 Current operating lease liabilities 470 — 31,845 (7) 39,092 (6) 71,407 Accrued expenses 208,885 — (32,250 ) (5) 2,328 (9) 178,963 Accrued interest 462 — (462 ) (6) — — Deferred revenue 128,452 — — 3,214 (7) 131,666 Current portion of long-term debt 46,618 — 6,529 (7) 40 (6) 53,187 Current liabilities of discontinued operations 999,778 (999,778 ) (1) — — — Total Current Liabilities 1,426,512 (999,778 ) 8,723 44,674 480,131 Long-term debt — — 5,758,516 (8) (1,586 ) (8) 5,756,930 Series A Mandatorily Redeemable Preferred Stock — — 60,000 (9) — 60,000 Noncurrent operating lease liabilities 828 — 398,154 (7) 419,897 (6) 818,879 Deferred income taxes — — 575,341 (10) 185,419 (10) 760,760 Other long-term liabilities 121,081 — (64,524 ) (11) (2,164 ) (7) 54,393 Liabilities subject to compromise 16,770,266 — (16,770,266 ) (7) — — Long-term liabilities of discontinued operations 7,472,633 (7,472,633 ) (1) — — — Commitments and contingent liabilities (Note 9) STOCKHOLDERS’ EQUITY (DEFICIT) Noncontrolling interest 13,584 (13,199 ) (1) — 8,558 (11) 8,943 Predecessor common stock 92 — (92 ) (12) — — Successor Class A Common Stock — — 57 (13) — 57 Successor Class B Common Stock — — 7 (13) — 7 Predecessor additional paid-in capital 2,075,130 — (2,075,130 ) (12) — — Successor additional paid-in capital — 2,770,108 (13) — 2,770,108 Accumulated deficit (13,288,497 ) 1,825,531 (1) 9,231,616 (14) 2,231,350 (12) — Accumulated other comprehensive loss (321,988 ) 307,813 (1) — 14,175 (12) — Cost of share held in treasury (2,562 ) — 2,562 (12) — — Total Stockholders' Equity (Deficit) (11,524,241 ) 2,120,145 9,929,128 2,254,083 2,779,115 Total Liabilities and Stockholders' Equity (Deficit) $ 14,267,079 $ (6,352,266 ) $ (104,928 ) $ 2,900,323 $ 10,710,208 A. Separation of CCOH Adjustments (1) On May 1, 2019, as part of the Separation, the outstanding shares of both classes of CCOH common stock were consolidated such that CCH held all of the outstanding CCOH Class A common stock that was held by subsidiaries of iHeartCommunications, through a series of share distributions by other subsidiaries that held CCOH common stock and a conversion of CCOH Class B common stock that CCH held to CCOH Class A common stock. Prior to the Separation, iHeartCommunications owned approximately 89.1% of the economic rights and approximately 99% of the voting rights of CCOH. To complete the Separation, CCOH merged with and into CCH, with CCH surviving the merger and changing its name to Clear Channel Outdoor Holdings, Inc. (“New CCOH”), and pre-merger shares of CCOH Class A common stock (other than shares of CCOH Class A common stock held by CCH or any direct or indirect wholly-owned subsidiary of CCH) were converted into an equal number of shares of post-merger common stock of New CCOH. iHeartCommunications transferred the post-merger common stock of New CCOH it held to Claimholders pursuant to the Plan of Reorganization but retained 31,269,762 shares. Such retained shares were distributed to two affiliated Claimholders on July 18, 2019. Upon completion of the merger and Separation New CCOH became an independent public company. Upon distribution of the shares held by iHeartCommunications, the Company does not hold any ownership interest in CCOH. The assets and liabilities of CCOH have been classified as discontinued operations. The discontinued operations reflect the assets and liabilities of CCOH, which are presented as discontinued operations as of the Effective Date. CCOH’s assets and liabilities are adjusted to: (1) eliminate the balance on the Due from iHeartCommunications Note and the balance on the intercompany payable due to iHeartCommunications from CCOH’s consolidated balance sheet, which are intercompany amounts that were eliminated in consolidation; (2) eliminate CCOH’s Noncontrolling interest and treasury shares; and (3) eliminate other intercompany balances. B. Reorganization Adjustments In accordance with the Plan of Reorganization, the following adjustments were made: (1) The table below reflects the sources and uses of cash on the Effective Date from implementation of the Plan: (In thousands) Cash at May 1, 2019 (excluding discontinued operations) $ 175,811 Sources: Proceeds from issuance of Mandatorily Redeemable Preferred Stock $ 60,000 Release of restricted cash from other assets into cash 3,428 Total sources of cash $ 63,428 Uses: Payment of Mandatorily Redeemable Preferred Stock issuance costs $ (1,513 ) Payment of New Term Loan Facility to settle certain creditor claims (1,822 ) Payments for Emergence debt issuance costs (7,213 ) Funding of the Guarantor General Unsecured Recovery Cash Pool (17,500 ) Payments for fully secured claims and general unsecured claims (1,990 ) Payment of contract cure amounts (15,763 ) Payment of consenting stakeholder fees (4,000 ) Payment of professional fees (85,091 ) (a) Funding of Professional Fees Escrow Account (41,205 ) (a) Total uses of cash $ (176,097 ) Net uses of cash $ (112,669 ) Cash upon emergence $ 63,142 (a) Approximately $30.5 million of professional fees paid at emergence were accrued as of May 1, 2019. These payments also reflect both the payment of Success fees for $86.1 million and other professionals paid directly at emergence. (2) Pursuant to the terms of the Plan of Reorganization, on the Effective Date, the Company funded the Guarantor General Unsecured Recovery Cash Pool account in the amount of $17.5 million , which was reclassified as restricted cash within Other current assets. The Company made payments of $6.0 million through the Cash Pool at the time of emergence. Additionally, $3.4 million of restricted cash previously held to pay critical utility vendors was reclassified to cash. (3) Reflects the write-off of prepaid expenses related to the $2.3 million of prepaid premium for Predecessor Company's director and officer insurance policy, offset by the accrual of future reimbursements of $1.9 million for negotiated discounts related to the professional fee escrow account. (4) Reflects the reinstatement of $3.1 million of accounts payable included within Liabilities subject to compromise to be satisfied in the ordinary course of business. (5) Reflects the reduction of accrued expenses related to the $21.2 million of professional fees paid directly, $9.3 million of professional fees paid through the Professional Fee Escrow Account and other accrued expense items. Additionally, the Company reinstated accrued expenses included within Liabilities subject to compromise to be satisfied in the ordinary course of business. (In thousands) Reinstatement of accrued expenses $ 551 Payment of professional fees (21,177 ) Payment of professional fees through the escrow account (9,260 ) Impact on other accrued expenses (2,364 ) Net impact on Accrued expenses $ (32,250 ) (6) Reflects the write-off of the DIP facility accrued interest associated with the DIP facility fees paid at emergence. (7) As part of the Plan of Reorganization, the Bankruptcy Court approved the settlement of claims reported within Liabilities subject to compromise in the Company's Consolidated balance sheet at their respective allowed claim amounts. (In thousands) Liabilities subject to compromise pre-emergence $ 16,770,266 To be reinstated on the Effective Date: Deferred taxes $ (596,850 ) Accrued expenses (551 ) Accounts payable (3,061 ) Finance leases and other debt (16,867 ) (a) Current operating lease liabilities (31,845 ) Noncurrent operating lease liabilities (398,154 ) Other long-term liabilities (14,518 ) (b) Total liabilities reinstated $ (1,061,846 ) Less amounts settled per the Plan of Reorganization Issuance of new debt $ (5,750,000 ) Payments to cure contracts (15,763 ) Payments for settlement of general unsecured claims from escrow account (5,822 ) Payments for fully secured and other claim classes at emergence (1,990 ) Equity issued at emergence to creditors in settlement of Liabilities subject to Compromise (2,742,471 ) Total amounts settled (8,516,046 ) Gain on settlement of Liabilities Subject to Compromise $ 7,192,374 (a) Includes finance lease liabilities and other debt of $6.6 million and $10.3 million classified as current and long-term debt, respectively. (b) Reinstatement of Other long-term liabilities were as follows: (In thousands) Reinstatement of long-term asset retirement obligations $ 3,527 Reinstatement of non-qualified deferred compensation plan 10,991 Total reinstated Other long-term liabilities $ 14,518 (8) The exit financing consists of the New Term Loan Facility of approximately $3.5 billion and New Senior Secured Notes totaling $800 million , both maturing seven years from the date of issuance, New Senior Unsecured Notes totaling $1.45 billion , maturing eight years from the date of issuance, and a $450 million New ABL Facility with no amount drawn at emergence, which matures on June 14, 2023. Upon Emergence, the Company paid cash of $1.8 million to settle certain creditor claims for which claims were designated to receive term loan facilities pursuant to the Plan. $10.3 million is related to the reinstatement of the Long-term portion of finance leases and other debt as described above. (In thousands) Term Interest Rate Amount Term Loan Facility 7 years Libor + 4.00% $ 3,500,000 Senior Secured Notes 7 years 6.375% 800,000 Senior Unsecured Notes 8 years 8.375% 1,450,000 Asset-based Revolving Credit Facility 4 years Varies (a) — Total Long-Term Debt - Exit Financing $ 5,750,000 Less: Payment of Term Loan Facility to settle certain creditor claims (1,822 ) Net proceeds from exit financing at emergence $ 5,748,178 Long-term portion of finance leases and other debt reinstated 10,338 Net impact on Long-term debt $ 5,758,516 (a) Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (x) a eurocurrency rate or (y) a base rate. The applicable margin for borrowings under the ABL Facility range from 1.25% to 1.75% for eurocurrency borrowings and from 0.25% to 0.75% for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recently delivered borrowing base certificate. (9) Reflects the issuance by iHeart Operations of $60.0 million in aggregate liquidation preference of its Series A Perpetual Preferred Stock, par value $0.001 per share. On May 1, 2029, the shares of the Preferred Stock will be subject to mandatory redemption for $60.0 million in cash, plus any accrued and unpaid dividends, unless waived by the holders of the Preferred Stock. (10) Reflects the reinstatement of deferred tax liabilities included within Liabilities subject to compromise of $596.9 million , offset by an adjustment to net deferred tax liabilities of $21.5 million . Upon emergence from bankruptcy proceedings under Chapter 11 of the Bankruptcy Code, iHeartMedia’s federal and state net operating loss carryforwards are expected to be reduced in accordance with Section 108 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), due to cancellation of debt income, which is excluded from U.S. federal taxable income. The estimated remaining deferred tax assets attributed federal and state net operating loss carryforwards upon emergence totaled $114.9 million . The adjustments reflect a reduction in deferred tax assets for federal and state net operating loss carryforwards as described above, a reduction in deferred tax liabilities attributed to long-term debt as a result of the restructuring of our indebtedness upon Emergence and a reduction in valuation allowance. (11) Reflects the reinstatement of Other long-term liabilities from Liabilities subject to compromise, offset by the reduction of liabilities for unrecognized tax benefits classified as Other long-term liabilities that were discharged and effectively settled upon Emergence. (In thousands) Reinstatement of long-term asset retirement obligations $ 3,527 Reinstatement of non-qualified pension plan 10,991 Reduction of liabilities for unrecognized tax benefits (79,042 ) Net impact to Other long-term liabilities $ (64,524 ) (12) Pursuant to the terms of the Plan of Reorganization, as of the Effective Date, all Predecessor common stock and stock-based compensation awards were canceled without any distribution. As a result of the cancellation, the Company recognized $1.5 million in compensation expense related to the unrecognized portion of share-based compensation as of the Effective Date. (13) Reflects the issuance of Successor Company equity, including the issuance of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock in exchange for claims against or interests in iHeartMedia pursuant to the Plan of Reorganization. (In thousands) Equity issued to Class 9 Claim holders (prior equity holders) $ 27,701 Equity issued to creditors in settlement of Liabilities subject to compromise 2,742,471 Total Equity issued at emergence $ 2,770,172 (14) The table reflects the cumulative impact of the reorganization adjustments discussed above: (In thousands) Gain on settlement of Liabilities subject to compromise $ 7,192,374 Payment of professional fees upon emergence (11,509 ) Payment of success fees upon emergence (86,065 ) Cancellation of unvested stock-based compensation awards (1,530 ) Cancellation of Predecessor prepaid director and officer insurance policy (2,331 ) Write-off of debt issuance and Mandatorily Redeemable Preferred Stock costs incurred at Emergence (8,726 ) Total Reorganization items, net $ 7,082,213 Income tax benefit $ 102,914 Cancellation of Predecessor Equity 2,074,190 (a) Issuance of Successor Equity to prior equity holders (27,701 ) Net Impact on Accumulated deficit $ 9,231,616 (a) This value is reflective of Predecessor common stock, Additional paid in capital and the recognition of $1.5 million in compensation expense related to the unrecognized portion of share-based compensation, less Treasury stock. C. Fresh Start Adjustments We have applied fresh start accounting in accordance with ASC 852. Fresh start accounting requires the revaluation of our assets and liabilities to fair value, including both existing and new intangible assets, such as FCC licenses, developed technology, customer relationships and tradenames. Fresh start accounting also requires the elimination of all predecessor earnings or deficits in Accumulated deficit and Accumulated other comprehensive loss. These adjustments reflect the actual amounts recorded as of the Effective Date. (1) Reflects the fair value adjustment as of May 1, 2019 made to accounts receivable to reflect management's best estimate of the expected collectability of accounts receivable balances. (2) Reflects the fair value adjustment as of May 1, 2019 to eliminate certain prepaid expenses related to software implementation costs and other upfront payments. The Company historically incurred third-party implementation fees in connection with installing various cloud-based software products, and these amounts were recorded as prepaid expenses and recognized as a component of selling, general and administrative expense over the term of the various contracts. The Company determined that the remaining unamortized costs related to such implementation fees do not provide any rights that result in future economic benefits. In addition, the Company pays signing bonuses to certain of its on-air personalities, and these amounts were recorded as prepaid expenses and recognized as a component of Direct operating expenses over the terms of the various contracts. To the extent these contracts do not contain substantive claw-back provisions, these prepaid amounts do not provide any enforceable rights that result in future economic benefits. Accordingly, the balances related to these contracts as of May 1, 2019 were adjusted to zero. (3) Reflects the fair value adjustment to eliminate receivables related to tenant allowances per certain lease agreements. These receivables were incorporated into the recalculated lease obligations per ASC 842. (4) Reflects the fair value adjustment to recognize the Company’s property, plant and equipment as of May 1, 2019 based on the fair values of such property, plant and equipment. Property was valued using a market approach comparing similar properties to recent market transactions. Equipment and towers were valued primarily using a replacement cost approach. Internally-developed and owned software technology assets were valued primarily using the Royalty Savings Method, similar to the approach used in valuing the Company’s tradenames and trademarks. Estimated royalty rates were determined for each of the software technology assets considering the relative contribution to the Company’s overall profitability as well as available public market information regarding market royalty rates for similar assets. The selected royalty rates were applied to the revenue generated by the software technology assets. The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued. For certain of the software technology assets, the Company used the cost approach which utilized historical financial data regarding development costs and expected future profit associated with the assets. The adjustment to the Company’s property, plant and equipment consists of a $182.9 million increase in tangible property and equipment and a $151.0 million increase in software technology assets (5) Historical goodwill and other intangible assets have been eliminated and the Company has recognized certain intangible assets at estimated current fair values as part of the application of fresh start accounting, with the most material intangible assets being the FCC licenses related to the Company’s 854 radio stations. The Company has also recorded customer-related and marketing-related intangible assets, including the iHeart tradename. (In thousands) Estimated Fair Value Estimated Useful Life FCC licenses $ 2,281,720 (a) Indefinite Customer / advertiser relationships 1,643,670 (b) 5 - 15 years Talent contracts 373,000 (b) 2 - 10 years Trademarks and tradenames 321,928 (b) 7 - 15 years Other 6,808 (c) Total intangible assets upon emergence 4,627,126 Elimination of historical acquired intangible assets $ (2,431,142 ) Fresh start adjustment to acquired intangible assets 2,195,984 (a) FCC licenses. The fair value of the indefinite-lived FCC licenses was determined primarily using the direct valuation method of the Income Approach and, for smaller markets a combination of the Income approach and the Market Approach. T |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS Discontinued operations relate to our domestic and international outdoor advertising businesses and were previously reported as the Americas outdoor and International outdoor segments prior to the Separation. Assets, liabilities, revenue, expenses and cash flows for these businesses are separately reported as assets, liabilities, revenue, expenses and cash flows from discontinued operations in the Company's financial statements for all periods presented. Financial Information for Discontinued Operations Income Statement Information The following shows the revenue, income (loss) from discontinued operations and gain (loss) on disposal of the Predecessor Company's discontinued operations for the periods presented: (In thousands) Predecessor Company Period from April 1, 2019 through May 1, Three Months Ended June 30, Period from January 1, 2019 through May 1, Six Months Ended June 30, 2019 2018 2019 2018 Revenue $ 217,450 $ 711,980 $ 804,566 $ 1,310,378 Loss from discontinued operations before income taxes $ (21,684 ) $ (28,476 ) $ (133,475 ) $ (107,357 ) Income tax benefit (expense) 50,830 (4,753 ) (6,933 ) (50,120 ) Income (loss) from discontinued operations, net of taxes $ 29,146 $ (33,229 ) $ (140,408 ) $ (157,477 ) Gain (loss) on disposals before income taxes $ 1,825,531 $ — $ 1,825,531 $ — Income tax benefit (expense) — — — — Gain (loss) on disposals, net of taxes $ 1,825,531 $ — $ 1,825,531 $ — Income (loss) from discontinued operations, net of taxes $ 1,854,677 $ (33,229 ) $ 1,685,123 $ (157,477 ) Balance Sheet Information The following table shows the classes of assets and liabilities classified as discontinued operations for the Predecessor Company as of December 31, 2018: (In thousands) Predecessor Company December 31, CURRENT ASSETS Cash and cash equivalents $ 182,456 Accounts receivable 706,309 Prepaid expenses 95,734 Other current assets 31,301 Current assets of discontinued operations $ 1,015,800 LONG-TERM ASSETS Structures, net $ 1,053,016 Property, plant and equipment, net 235,922 Indefinite-lived intangibles - permits 971,163 Other intangibles, net 252,862 Goodwill 706,003 Other assets 132,504 Long-term assets of discontinued operations $ 3,351,470 CURRENT LIABILITIES Accounts payable $ 113,714 Accrued expenses 528,482 Accrued interest 2,341 Deferred income 85,052 Current portion of long-term debt 227 Current liabilities of discontinued operations $ 729,816 LONG-TERM LIABILITIES Long-term debt $ 5,277,108 Deferred income taxes 335,015 Other long-term liabilities 260,150 Long-term liabilities of discontinued operations $ 5,872,273 In connection with the Separation, the Company and its subsidiaries entered into the agreements described below. Transition Services Agreement On the Effective Date, the Company, iHeartMedia Management Services, Inc. (“iHM Management Services”), iHeartCommunications and CCOH entered into a transition services agreement (the “Transition Services Agreement”), pursuant to which iHM Management Services has agreed to provide, or cause the Company, iHeartCommunications, iHeart Operations or any member of the iHeart Group to provide, CCOH with certain administrative and support services and other assistance which CCOH will utilize in the conduct of its business as such business was conducted prior to the Separation, for one year from the Effective Date (subject to certain rights of CCOH to extend up to one additional year, as described below). The transition services may include, among other things, (a) treasury, payroll and other financial related services, (b) certain executive officer services, (c) human resources and employee benefits, (d) legal and related services, (e) information systems, network and related services, (f) investment services and (g) procurement and sourcing support. The charges for the transition services are generally consistent with the Corporate Services Agreement, dated as of November 10, 2005, by and between iHeartMedia Management Services and CCOH (the “Corporate Services Agreement”), which governed the provision of certain services by the iHeart Group to the Outdoor Group prior to the Separation. The allocation of cost is based on various measures depending on the service provided, which measures include relative revenue, employee headcount, number of users of a service or other factors. CCOH may request an extension of the term for all services or individual services for one-month periods for up to an additional 12 months, and the price for transition services provided during such extended term will be increased for any service other than those identified in the schedules to the Transition Services Agreement as an “IT Service” or any other service the use and enjoyment of which requires the use of another IT Service. CCOH may terminate the Transition Services Agreement with respect to all or any individual service, in whole or in part, upon 30 days’ prior written notice, provided that any co-dependent services must be terminated concurrently. New Tax Matters Agreement On the Effective Date, the Company entered into a new tax matters agreement (the “New Tax Matters Agreement”) by and among the Company, iHeartCommunications, iHeart Operations, CCH, CCOH and Clear Channel Outdoor, Inc., to allocate the responsibility of the Company and its subsidiaries, on the one hand, and the Outdoor Group, on the other, for the payment of taxes arising prior and subsequent to, and in connection with, the Separation. The New Tax Matters Agreement requires that the Company and iHeartCommunications indemnify CCOH and its subsidiaries, and their respective directors, officers and employees, and hold them harmless, on an after-tax basis, from and against (i) any taxes other than transfer taxes or indirect gains taxes imposed on the Company or any of its subsidiaries (other than CCOH and its subsidiaries) in connection with the Separation, (ii) any transfer taxes and indirect gains taxes arising in connection with the Separation, and (iii) fifty percent of the amount by which the amount of taxes (other than transfer taxes or indirect gains taxes) imposed on CCOH or any of its subsidiaries in connection with the Separation that are paid to the applicable taxing authority on or before the third anniversary of the separation of CCOH exceeds $5 million , provided that, the obligations of the Company and iHeartCommunications to indemnify CCOH and its subsidiaries with respect taxes (other than transfer taxes or indirect gains taxes) imposed on CCOH or any of its subsidiaries in connection with the Separation will not exceed $15 million . In addition, if the Company or its subsidiaries use certain tax attributes of CCOH and its subsidiaries (including net operating losses, foreign tax credits and other credits) and such use results in a decrease in the tax liability of the Company or its subsidiaries, then the Company is required to reimburse CCOH for the use of such attributes based on the amount of tax benefit realized. The New Tax Matters Agreement provides that any reduction of the tax attributes of CCOH and its subsidiaries as a result of cancellation of indebtedness income realized in connection with the Chapter 11 Cases is not treated as a use of such attributes (and therefore does not require the Company or iHeartCommunications to reimburse CCOH for such reduction). The New Tax Matters Agreement also requires that (i) CCOH indemnify the Company for any income taxes paid by the Company on behalf of CCOH and its subsidiaries or, with respect to any income tax return for which CCOH or any of its subsidiaries joins with the Company or any of subsidiaries in filing a consolidated, combined or unitary return, the amount of taxes that would have been incurred by CCOH and its subsidiaries if they had filed a separate return, and (ii) except as described in the preceding paragraph, CCOH indemnify the Company and its subsidiaries, and their respective directors, officers and employees, and hold them harmless, on an after-tax basis, from and against any taxes other than transfer taxes or indirect gains taxes imposed on CCOH or any of its subsidiaries in connection with the Separation. Any tax liability of CCH attributable to any taxable period ending on or before the date of the completion of the Separation, other than any such tax liability resulting from CCH’s being a successor of CCOH in connection with the merger of CCOH with and into CCOH or arising from the operation of the business of CCOH and its subsidiaries after the merger of CCOH with and into CCH, will not be treated as a liability of CCOH and its subsidiaries for purposes of the New Tax Matters Agreement. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue The following table shows revenue streams for the Successor Company for the Period from May 2, 2019 through June 30, 2019: Successor Company (In thousands) Audio Audio and Media Services Eliminations Consolidated Period from May 2, 2019 through June 30, 2019 Revenue from contracts with customers: Broadcast Radio (1) $ 390,540 $ — $ — $ 390,540 Digital (2) 64,238 — (132 ) 64,106 Networks (3) 105,426 — — 105,426 Sponsorship and Events (4) 31,790 — — 31,790 Audio and Media Services (5) — 40,537 (989 ) 39,548 Other (6) 3,957 — — 3,957 Total 595,951 40,537 (1,121 ) 635,367 Revenue from leases (7) 279 — — 279 Revenue, total $ 596,230 $ 40,537 $ (1,121 ) $ 635,646 (1) Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations. (2) Digital revenue is generated through the sale of streaming and display advertisements on digital platforms, subscriptions to iHeartRadio streaming services, podcasting and the dissemination of other digital content. (3) Networks revenue is generated through the sale of advertising on the Company’s Premiere and Total Traffic & Weather network programs and through the syndication of network programming to other media companies. (4) Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent. (5) Audio and media services revenue is generated by services provided to broadcast industry participants through the Company’s Katz Media Group and Radio Computing Services (“RCS”) businesses. As a media representation firm, Katz Media Group generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast and webcast software and technology and services to radio stations, television music channels, cable companies, satellite music networks and Internet stations worldwide. (6) Other revenue represents fees earned for miscellaneous services, including on-site promotions, activations, and local marketing agreements. (7) Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases. The following table shows revenue streams from continuing operations for the Predecessor Company. The presentation of amounts in the Predecessor periods has been revised to conform to the Successor period presentation. Predecessor Company (In thousands) Audio (1) Audio and Media Services (1) Eliminations Consolidated Period from April 1, 2019 through May 1, 2019 Revenue from contracts with customers: Broadcast Radio $ 170,632 $ — $ — $ 170,632 Digital 26,840 — (56 ) 26,784 Networks 50,889 — — 50,889 Sponsorship and Events 10,617 — — 10,617 Audio and Media Services — 17,970 (701 ) 17,269 Other 1,197 — — 1,197 Total 260,175 17,970 (757 ) 277,388 Revenue from leases 286 — — 286 Revenue, total $ 260,461 $ 17,970 $ (757 ) $ 277,674 Three Months Ended June 30, 2018 Revenue from contracts with customers: Broadcast Radio $ 568,968 $ — $ — $ 568,968 Digital 68,574 — — 68,574 Networks 146,981 — — 146,981 Sponsorship and Events 41,256 — — 41,256 Audio and Media Services — 61,417 (1,601 ) 59,816 Other 5,537 — — 5,537 Total 831,316 61,417 (1,601 ) 891,132 Revenue from leases 632 — — 632 Revenue, total $ 831,948 $ 61,417 $ (1,601 ) $ 891,764 Period from January 1, 2019 through May 1, 2019 Revenue from contracts with customers: Broadcast Radio $ 657,864 $ — $ — $ 657,864 Digital 102,789 — (223 ) 102,566 Networks 189,088 — — 189,088 Sponsorship and Events 50,330 — — 50,330 Audio and Media Services — 69,362 (2,345 ) 67,017 Other 5,910 — — 5,910 Total 1,005,981 69,362 (2,568 ) 1,072,775 Revenue from leases 696 — — 696 Revenue, total $ 1,006,677 $ 69,362 $ (2,568 ) $ 1,073,471 Six Months Ended June 30, 2018 Revenue from contracts with customers: Broadcast Radio $ 1,059,111 $ — $ — $ 1,059,111 Digital 127,941 — — 127,941 Networks 279,032 — — 279,032 Sponsorship and Events 79,148 — — 79,148 Audio and Media Services — 110,759 (3,273 ) 107,486 Other 10,296 10,296 Total 1,555,528 110,759 (3,273 ) 1,663,014 Revenue from leases 1,522 — — 1,522 Revenue, total $ 1,557,050 $ 110,759 $ (3,273 ) $ 1,664,536 (1) Due to a re-evaluation of the Company’s internal segment reporting upon the effectiveness of the Plan of Reorganization, the Company’s RCS business is included in the Audio & Media Services results for all periods presented. See Note 1 for further information. Trade and Barter Trade and barter transactions represent the exchange of advertising spots for merchandise, services or other assets in the ordinary course of business. The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised to the customer. Trade and barter revenues and expenses from continuing operations, which are included in consolidated revenue and selling, general and administrative expenses, respectively, were as follows: Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from April 1, 2019 through May 1, Three Months Ended June 30, (In thousands) 2019 2019 2018 Trade and barter revenues $ 29,699 $ 10,349 $ 35,992 Trade and barter expenses 28,023 8,474 31,688 Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from January 1, 2019 through May 1, Six Months Ended June 30, (In thousands) 2019 2019 2018 Trade and barter revenues $ 29,699 $ 65,934 $ 89,938 Trade and barter expenses 28,023 58,330 96,220 Deferred Revenue The following tables show the Company’s deferred revenue balance from contracts with customers, excluding discontinued operations: Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from April 1, 2019 through May 1, Three Months Ended June 30, (In thousands) 2019 2019 2018 Deferred revenue from contracts with customers: Beginning balance (1) $ 151,773 $ 155,114 $ 166,429 Revenue recognized, included in beginning balance (59,018 ) (43,172 ) (59,450 ) Additions, net of revenue recognized during period, and other 66,997 39,533 53,390 Ending balance 159,752 $ 151,475 $ 160,369 Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from January 1, 2019 through May 1, Six Months Ended June 30, (In thousands) 2019 2019 2018 Deferred revenue from contracts with customers: Beginning balance (1) $ 151,773 $ 148,720 $ 155,228 Revenue recognized, included in beginning balance (59,018 ) (76,473 ) (82,215 ) Additions, net of revenue recognized during period, and other 66,997 79,228 87,356 Ending balance $ 159,752 $ 151,475 $ 160,369 (1) Deferred revenue from contracts with customers, which excludes other sources of deferred revenue that are not related to contracts with customers, is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized. As described in Note 3, as part of the fresh start accounting adjustments on May 1, 2019, deferred revenue from contracts with customers was adjusted to its estimated fair value. The Company’s contracts with customers generally have terms of one year or less; however, as of June 30, 2019 , the Company expects to recognize $199.8 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 substantially all of this amount to be recognized over the next five years . Commissions related to the Company’s media representation business have been excluded from this amount as they are contingent upon future sales. Revenue from Leases As of June 30, 2019 , the future lease payments to be received by the Successor Company are as follows: (In thousands) 2019 $ 556 2020 1,028 2021 959 2022 700 2023 656 Thereafter 10,602 Total $ 14,501 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The Company enters into operating lease contracts for land, buildings, structures and other equipment. Arrangements are evaluated at inception to determine whether such arrangements contain a lease. Operating leases primarily include land and building lease contracts and leases of radio towers. Arrangements to lease building space consist primarily of the rental of office space, but may also include leases of other equipment, including automobiles and copiers. Operating leases are reflected on the Company's balance sheet within Operating lease right-of-use assets and the related short-term and long-term liabilities are included within Current and Noncurrent operating lease liabilities, respectively. The Company's finance leases are included within Property, plant and equipment with the related liabilities included within Long-term debt or within Liabilities subject to compromise. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term. Certain of the Company's operating lease agreements include rental payments that are adjusted periodically for inflationary changes. Payments due to changes in inflationary adjustments are included within variable rent expense, which is accounted for separately from periodic straight-line lease expense. Amounts related to insurance and property taxes in lease arrangements when billed on a pass-through basis are allocated to the lease and non-lease components of the lease based on their relative standalone selling prices. Certain of the Company's leases provide options to extend the terms of the agreements. Generally, renewal periods are excluded from minimum lease payments when calculating the lease liabilities as, for most leases, the Company does not consider exercise of such options to be reasonably certain. As a result, unless a renewal option is considered reasonably assured, the optional terms and related payments are not included within the lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. The implicit rate within the Company's lease agreements is generally not determinable. As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment." In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date. As a result, the Company adjusted the IBR used to value the Company's ROU assets and operating lease liabilities at the Effective Date (see Note 3 - Fresh Start Accounting ). In addition, upon adoption of ASC 852 in the first quarter of 2019, the Company did not elect the practical expedient to combine non-lease components with the associated lease components. Upon application of fresh start accounting on the Effective Date, the Company elected to use the practical expedient to not separate non-lease components from the associated lease component for all classes of the Company's assets. The following tables provide the components of lease expense included within the Consolidated Statement of Comprehensive Income (Loss) for the Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor): Successor Company Predecessor Company (In thousands) Period from May 2, 2019 through June 30, 2019 Period from April 1, 2019 through May 1, 2019 Operating lease expense $ 25,439 $ 11,302 Variable lease expense $ 3,447 $ 150 Successor Company Predecessor Company (In thousands) Period from May 2, 2019 through June 30, 2019 Period from January 1, 2019 through May 1, 2019 Operating lease expense $ 25,439 $ 44,667 Variable lease expense $ 3,447 $ 476 The following table provides the weighted average remaining lease term and the weighted average discount rate for the Company's leases as of June 30, 2019 (Successor): June 30, Operating lease weighted average remaining lease term (in years) 14.0 Operating lease weighted average discount rate 6.54 % As of June 30, 2019 (Successor), the Company’s future maturities of operating lease liabilities were as follows: (In thousands) 2019 $ 60,870 2020 136,837 2021 126,445 2022 119,453 2023 106,385 Thereafter 841,655 Total lease payments $ 1,391,645 Less: Effect of discounting 508,729 Total operating lease liability $ 882,916 The following table provides supplemental cash flow information related to leases for the Period from May 2, 2019 through June 30, 2019 (Successor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor): Successor Company Predecessor Company (In thousands) Period from May 2, 2019 through June 30, 2019 Period from January 1, 2019 through May 1, 2019 Cash paid for amounts included in measurement of operating lease liabilities $ 23,400 $ 44,888 Lease liabilities arising from obtaining right-of-use assets (1) $ 3,194 $ 913,598 (1) Lease liabilities from obtaining right-of-use assets include transition liabilities upon adoption of ASC 842, as well as new leases entered into during Period from May 2, 2019 through June 30, 2019 (Successor), Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor). Upon adoption of fresh start accounting upon Emergence from the Chapter 11 Cases, the Company increased its operating lease obligation by $459.0 million to reflect its operating lease obligation as estimated fair value (see Note 3 - Fresh Start Accounting). |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL | 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 as of June 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively: (In thousands) Successor Company Predecessor Company June 30, December 31, Land, buildings and improvements $ 375,661 $ 427,501 Towers, transmitters and studio equipment 152,274 365,991 Furniture and other equipment 280,726 591,601 Construction in progress 42,429 43,809 851,090 1,428,902 Less: accumulated depreciation 16,858 926,700 Property, plant and equipment, net $ 834,232 $ 502,202 In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date. As a result, the Company adjusted Property, plant and equipment to their respective fair values at the Effective Date (see Note 3 - Fresh Start Accounting ). Indefinite-lived Intangible Assets The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Audio segment. In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date. As a result, the Company adjusted its FCC licenses to their respective estimated fair values as of the Effective Date of $2,281.7 million (see Note 3 - Fresh Start Accounting ). The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year. In addition, the Company tests for impairment of intangible assets whenever events and circumstances indicate that such assets might be impaired. During the Period from January 1, 2019 through May 1, 2019, the Predecessor Company recognized non-cash impairment charges of $91.4 million in relation to indefinite-lived FCC licenses as a result of an increase in the weighted average cost of capital used in performing the annual impairment test. Other Intangible Assets Other intangible assets include definite-lived intangible assets and permanent easements. The Company’s definite-lived intangible assets primarily include customer and advertiser relationships, talent and representation contracts, trademarks and tradenames 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 amortized cost. In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date. As a result, the Company adjusted Other intangible assets to their respective fair values at the Effective Date (see Note 3 - Fresh Start Accounting). The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of June 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively: (In thousands) Successor Company Predecessor Company June 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer / advertiser relationships 1,645,880 (29,095 ) 1,326,636 (1,278,885 ) Talent contracts 373,000 (8,240 ) 164,933 (148,578 ) Trademarks and tradenames 321,977 (4,977 ) — — Other 7,057 (195 ) 376,978 (240,662 ) Total $ 2,347,914 $ (42,507 ) $ 1,868,547 $ (1,668,125 ) Total amortization expense related to definite-lived intangible assets for the Successor Company for the Period from May 2, 2019 through June 30, 2019 was $42.5 million . Total amortization expense related to definite-lived intangible assets for the Predecessor Company for the Period from April 1, 2019 through May 1, 2019, the three months ended June 30, 2018 , the Period from January 1, 2019 through May 1, 2019 and the six months ended June 30, 2018 was $3.0 million , $40.1 million , $12.7 million and $81.9 million , respectively. As acquisitions and dispositions occur in the future, amortization expense may vary. 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) 2020 $ 21,253 2021 20,456 2022 19,234 2023 19,062 2024 17,978 Goodwill The following table presents the changes in the carrying amount of goodwill: (In thousands) Consolidated Balance as of December 31, 2017 (Predecessor) $ 3,337,039 Acquisitions 77,320 Dispositions (1,606 ) Balance as of December 31, 2018 (Predecessor) $ 3,412,753 Acquisitions 2,767 Foreign currency (28 ) Balance as of May 1, 2019 $ 3,415,492 Impact of fresh start accounting (92,127 ) Balance as of May 2, 2019 (Successor) $ 3,323,365 Acquisitions 4,637 Dispositions (4,834 ) Foreign currency 39 Balance as of June 30, 2019 (Successor) $ 3,323,207 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt outstanding as of June 30, 2019 (Successor) and December 31, 2018 (Predecessor) consisted of the following: (In thousands) Successor Company Predecessor Company June 30, December 31, Term Loan Facility due 2026 (1) $ 3,498,178 $ — Debtors-in-Possession Facility (2) — — Asset-based Revolving Credit Facility due 2023 (2) — — 6.375% Senior Secured Notes due 2026 800,000 — Other secured subsidiary debt (3) 4,416 — Total consolidated secured debt 4,302,594 — 8.375% Senior Unsecured Notes due 2027 1,450,000 — Other subsidiary debt 57,909 46,105 Long-term debt, net subject to compromise (4) — 15,149,477 Total debt, prior to reclassification to Liabilities subject to compromise 5,810,503 15,195,582 Less: Current portion 53,406 46,105 Less: Amounts reclassified to Liabilities subject to compromise — 15,149,477 Total long-term debt $ 5,757,097 $ — (1) On August 7, 2019, iHeartCommunications issued $750.0 million of 5.25% Senior Secured Notes due 2027 (the “New Senior Secured Notes”), the proceeds of which were used, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the Term Loan Facility, plus $0.8 million of accrued and unpaid interest to, but not including, the date of prepayment. (2) The Debtors-in-Possession Facility (the "DIP Facility"), which terminated with the emergence from the Chapter 11 Cases, provided for borrowings of up to $450.0 million . On the Effective Date, the DIP Facility was repaid and canceled and the Successor Company entered into the ABL Facility. As of June 30, 2019 , the Successor Company had a facility size of $450.0 million under iHeartCommunications' ABL Facility, had no outstanding borrowings and had $59.2 million of outstanding letters of credit, resulting in $390.8 million of excess availability. (3) Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2019 through 2045. (4) In connection with the Company's Chapter 11 Cases, the $6,300.0 million outstanding under the Senior Secured Credit Facilities, the $1,999.8 million outstanding under the 9.0% Priority Guarantee Notes due 2019, the $1,750.0 million outstanding under the 9.0% Priority Guarantee Notes due 2021, the $870.5 million of 11.25% Priority Guarantee Notes due 2021, the $1,000.0 million outstanding under the 9.0% Priority Guarantee Notes due 2022, the $950.0 million outstanding under the 10.625% Priority Guarantee Notes due 2023, $6.0 million outstanding Other Secured Subsidiary debt, the $1,781.6 million outstanding under the 14.0% Senior Notes due 2021, the $475.0 million outstanding under the Legacy Notes and $10.8 million outstanding Other Subsidiary Debt were reclassified to Liabilities subject to compromise in the Company's Consolidated Balance Sheet as of the Petition Date. As of the Petition Date, the Company ceased making principal and interest payments, and ceased accruing interest expense in relation to long-term debt reclassified as Liabilities subject to compromise during the Predecessor period. The Company’s weighted average interest rate was 7.1% and 9.9% as of June 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $5.9 billion and $8.7 billion as of June 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Successor Company’s debt is classified as either Level 1 or Level 2. Asset-based Revolving Credit Facility due 2023 On the Effective Date, iHeartCommunications, as borrower, entered into a Credit Agreement (the “ABL Credit Agreement”) with iHeartMedia Capital I, LLC, the direct parent of iHeartCommunications (“Capital I”), as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, Citibank, N.A., as administrative and collateral agent, and the lenders party thereto from time to time, governing the ABL Facility. The ABL Facility includes a letter of credit sub-facility and a swingline loan sub-facility. Size and Availability The ABL Facility provides for a senior secured asset-based revolving credit facility in the aggregate principal amount of up to $450.0 million , with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (A) the borrowing base, which equals the sum of (i) 90.0% of the eligible accounts receivable of iHeartCommunications and the subsidiary guarantors and (ii) 100% of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the aggregate revolving credit commitments. Subject to certain conditions, iHeartCommunications may at any time request one or more increases in the amount of revolving credit commitments, in an amount up to the sum of (x) $150.0 million and (y) the amount by which the borrowing base exceeds the aggregate revolving credit commitments. Interest Rate and Fees Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (1) a eurocurrency rate or (2) a base rate. The applicable margin for borrowings under the ABL Facility range from 1.25% to 1.75% for eurocurrency borrowings and from 0.25% to 0.75% for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recently delivered borrowing base certificate. In addition to paying interest on outstanding principal under the ABL Facility, iHeartCommunications is required to pay a commitment fee to the lenders under the ABL Facility in respect of the unutilized commitments thereunder. The commitment fee rate ranges from 0.25% to 0.375% per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications may also pay customary letter of credit fees. Maturity Borrowings under the ABL Facility will mature, and lending commitments thereunder will terminate on June 14, 2023. Prepayments If at any time, the sum of the outstanding amounts under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the facility (such lesser amount, the “line cap”), iHeartCommunications is required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess. iHeartCommunications may voluntarily repay outstanding loans under the ABL Facility at any time without premium or penalty, other than customary “breakage” costs with respect to eurocurrency rate loans. Any voluntary prepayments made by iHeartCommunications will not reduce iHeartCommunications’ commitments under the ABL Facility. Guarantees and Security The ABL Facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications’ Term Loan Facility. All obligations under the ABL Facility, and the guarantees of those obligations, are secured by a perfected security interest in the accounts receivable and related assets of iHeartCommunications’ and the guarantors’ accounts receivable, qualified cash and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ Term Loan Facility in such accounts receivable, qualified cash and related assets and proceeds thereof, subject to permitted liens and certain exceptions. Certain Covenants and Events of Default If borrowing availability is less than the greater of (a) $40.0 million and (b) 10% of the aggregate commitments under the ABL Facility, in each case, for two consecutive business days (a “Trigger Event”), iHeartCommunications will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00 for fiscal quarters ending on or after the occurrence of the Trigger Event, and must continue to comply with this minimum fixed charge coverage ratio until borrowing availability exceeds the greater of (x) $40.0 million and (y) 10% of the aggregate commitments under the ABL Facility, in each case, for 20 consecutive calendar days, at which time the Trigger Event shall no longer be deemed to be occurring. Term Loan Facility due 2026 On the Effective Date, iHeartCommunications, as borrower, entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Capital I, as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Citibank N.A., as administrative and collateral agent, governing the approximately $3.5 billion Term Loan Facility. On the Effective Date, iHeartCommunications issued an aggregate of approximately $3.5 billion principal amount of senior secured term loans under the Term Loan Facility to certain Claimholders pursuant to the Plan of Reorganization. The Term Loan Facility matures on May 1, 2026. As described below, on August 7, 2019, the proceeds from the issuance of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 was used, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the Term Loan Facility due 2026. Interest Rate and Fees Term loans under the Term Loan Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (1) a base rate or (2) a eurocurrency rate. The applicable rate for such term loans is 3.00% with respect to base rate loans and 4.00% with respect to eurocurrency rate loans. Collateral and Guarantees The Term Loan Facility is guaranteed by Capital I and each of iHeartCommunications’ existing and future material wholly-owned restricted subsidiaries, subject to certain exceptions. All obligations under the Term Loan Facility, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first priority lien in substantially all of the assets of iHeartCommunications and all of the guarantors’ assets, including a lien on the capital stock of iHeartCommunications and certain of its subsidiaries owned by a guarantor, other than the accounts receivable and related assets of iHeartCommunications and all of the subsidiary guarantors, and by a second priority lien on accounts receivable and related assets securing iHeartCommunications’ ABL Facility. Prepayments iHeartCommunications is required to prepay outstanding term loans under the Term Loan Facility, subject to certain exceptions, with: • 50% (which percentage may be reduced to 25% and to 0% based upon iHeartCommunications’ first lien leverage ratio) of iHeartCommunications’ annual excess cash flow, subject to customary credits, reductions and exclusions; • 100% (which percentage may be reduced to 50% and 0% based upon iHeartCommunications’ first lien leverage ratio) of the net cash proceeds of sales or other dispositions of the assets of iHeartCommunications or its wholly owned restricted subsidiaries, subject to reinvestment rights and certain other exceptions; and • 100% of the net cash proceeds of any incurrence of debt, other than debt permitted under the Term Loan Facility. iHeartCommunications may voluntarily repay outstanding loans under the Term Loan Facility at any time, without prepayment premium or penalty, except in connection with a repricing event within nine months of the Effective Date and subject to customary “breakage” costs with respect to eurocurrency loans. Certain Covenants and Events of Default The Term Loan Facility does not include any financial covenants. However, the Term Loan Facility includes negative covenants that, subject to significant exceptions, limit Capital I’s ability and the ability of its restricted subsidiaries (including iHeartCommunications) to, among other things: • incur additional indebtedness; • create liens on assets; • engage in mergers, consolidations, liquidations and dissolutions; • sell assets; • pay dividends and distributions or repurchase Capital I’s capital stock; • make investments, loans, or advances; • prepay certain junior indebtedness; • engage in certain transactions with affiliates; • amend material agreements governing certain junior indebtedness; and • change lines of business. The Term Loan Facility includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the Term Loan Facility are entitled to take various actions, including the acceleration of all amounts due under the Term Loan Facility and all actions permitted to be taken under the loan documents relating thereto or applicable law. 6.375% Senior Secured Notes due 2026 On the Effective Date, iHeartCommunications entered into an indenture (the “Senior Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, governing the $800.0 million aggregate principal amount of 6.375% Senior Secured Notes due 2026 that were issued to certain Claimholders pursuant to the Plan of Reorganization. The Senior Secured Notes mature on May 1, 2026 and bear interest at a rate of 6.375% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2020. The Senior Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility or other credit facilities or capital markets debt securities. The Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the Senior Secured Notes (including the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the Senior Secured Notes, effectively subordinated in right of payment to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the Senior Secured Notes, to the extent of the value of such assets, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the Senior Secured Notes. The Senior Secured Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications and the guarantors, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility. iHeartCommunications may redeem the Senior Secured Notes at its option, in whole or in part, at any time prior to May 1, 2022, at a price equal to 100% of the principal amount of the Senior Secured Notes being redeemed, plus an applicable premium and plus accrued and unpaid interest to the redemption date. iHeartCommunications may redeem the Senior Secured Notes at its option, in whole or in part, on or after May 1, 2022, at the redemption prices set forth in the Senior Secured Notes Indenture plus accrued and unpaid interest to the redemption date. At any time prior to May 1, 2022, iHeartCommunications may redeem at its option, up to 40% of the aggregate principal amount of the Senior Secured Notes at a redemption price equal to 106.375% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the proceeds of one or more equity offerings. The Senior Secured Notes Indenture contains covenants that limit the ability of Capital I and its restricted subsidiaries, including iHeartCommunications, to, among other things: • incur or guarantee additional debt or issue certain preferred stock; • make certain restricted payments; • create restrictions on distributions to iHeartCommunications or Capital I; • sell certain assets; • create liens on certain assets; • enter into certain transactions with affiliates; and • merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets. 8.375% Senior Unsecured Notes due 2027 On the Effective Date, iHeartCommunications entered into an indenture (the “Senior Unsecured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, governing the $1,450.0 million aggregate principal amount of 8.375% Senior Notes due 2027 that were issued to certain Claimholders pursuant to the Plan of Reorganization. The Senior Unsecured Notes mature on May 1, 2027 and bear interest at a rate of 8.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2019. The Senior Unsecured Notes are guaranteed on a senior unsecured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility or other credit facilities or capital markets debt securities. The Senior Unsecured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the Senior Unsecured Notes, effectively subordinated in right of payment to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured (including the Senior Secured Notes and borrowings under the ABL Facility and the Term Loan Facility), to the extent of the value of the collateral securing such indebtedness, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the Senior Unsecured Notes. iHeartCommunications may redeem the Senior Unsecured Notes at its option, in whole or in part, at any time prior to May 1, 2022, at a price equal to 100% of the principal amount of the Senior Unsecured Notes being redeemed, plus an applicable premium and plus accrued and unpaid interest to the redemption date. iHeartCommunications may redeem the Senior Unsecured Notes at its option, in whole or in part, on or after May 1, 2022, at the redemption prices set forth in the Senior Unsecured Notes Indenture plus accrued and unpaid interest to the redemption date. At any time prior to May 1, 2022, iHeartCommunications redeem at its option, up to 40% of the aggregate principal amount of the Senior Unsecured Notes at a redemption price equal to 108.375% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the proceeds of one or more equity offerings. The Senior Unsecured Notes Indenture contains covenants that limit the ability of Capital I and its restricted subsidiaries, including iHeartCommunications, to, among other things: • incur or guarantee additional debt or issue certain preferred stock; • make certain restricted payments; • create restrictions on distributions to iHeartCommunications or Capital I; • sell certain assets; • create liens on certain assets; • enter into certain transactions with affiliates; and • merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets. Mandatorily Redeemable Preferred Stock On the Effective Date, in accordance with the Plan of Reorganization, iHeart Operations issued 60,000 shares of its Series A Perpetual Preferred Stock, par value $0.001 per share (the "iHeart Operations Preferred Stock"), having an aggregate initial liquidation preference of $60.0 million for a cash purchase price of $60.0 million . The iHeart Operations Preferred Stock was purchased by a third party investor. As of June 30, 2019, the liquidation preference of the iHeart Operations Preferred Stock was approximately $60.0 million . There are no sinking fund provisions applicable to the iHeart Operations Preferred Stock. Shares of the iHeart Operations Preferred Stock, upon issuance, were fully paid and non-assessable. The iHeart Operations Preferred Stock are not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of iHeart Operations. The holders of shares of the iHeart Operations Preferred Stock have no pre-emptive rights with respect to any shares of our capital stock or any of iHeart Operations’ other securities convertible into or carrying rights or options to purchase any such capital stock. Holders of the iHeart Operations Preferred Stock are entitled to receive, as declared by the board of directors of iHeart Operations, in respect of each share, cumulative dividends accruing daily and payable quarterly at a per annum rate equal to the sum of (1) the greater of (a) LIBOR and (b) two percent, plus (2) the applicable margin, which is calculated as a function of iHeartMedia’s consolidated total leverage ratio. Dividends will be payable on the liquidation preference. Unless all accrued and unpaid dividends on the iHeart Operations Preferred Stock are paid in full, no dividends or distributions may be paid on any equity interests of iHeartMedia or its subsidiaries other than iHeart Operations, and no such equity interests may be repurchased or redeemed (subject to certain exceptions that are specified in the certificate of designation for the iHeart Operations Preferred Stock). Dividends, if declared, will be payable on March 31, June 30, September 30 and December 31 of each year (or on the next business day if such date is not a business day). Other than as set forth below, iHeart Operations may not redeem the iHeart Operations Preferred Stock at its option prior to the third anniversary of the issue date of the iHeart Operations Preferred Stock. Upon consummation of certain equity offerings, iHeart Operations may, at its option, redeem all or a part of the iHeart Operations Preferred Stock for the liquidation preference plus a make-whole premium. At any time on or after the third anniversary of the issue date, the iHeart Operations Preferred Stock may be redeemed at the option of iHeart Operations, in whole or in part, for cash at a redemption price equal to the liquidation preference per share. Upon (i) a liquidation, dissolution or winding up of iHeart Operations, iHeartMedia or iHeartCommunications, together with the subsidiaries of such entity, taken as a whole, (ii) a bankruptcy event, (iii) a change of control, (iv) a sale or transfer of all or substantially all of iHeart Operations’, iHeartMedia’s or iHeartCommunications’ assets and the assets of such entity’s subsidiaries, taken as a whole in a single transaction (other than to iHeartMedia or any of its subsidiaries), or a series of transactions, (v) an acceleration or payment default of indebtedness of iHeart Operations, iHeartMedia or any of its subsidiaries of $100 million or more or (vi) consummation of certain equity offerings of iHeartMedia, iHeart Operations or iHeartCommunications or certain significant subsidiaries, then any holder of shares of iHeart Operations Preferred Stock may require iHeartMedia to purchase such holder’s shares of iHeart Operations Preferred Stock at a purchase price equal to (a) the liquidation preference plus a make-whole premium, if such purchase is consummated prior to the third anniversary of the issue date or (b) the liquidation preference, if the purchase is consummated on or after the third anniversary of the issue date. The shares of iHeart Operations Preferred Stock include repurchase rights, pursuant to which the holders may require iHeartMedia or iHeartCommunications to purchase the iHeart Operations Preferred Stock after the fifth anniversary of the issue date. On the tenth anniversary of the issue date, the shares of iHeart Operations Preferred Stock will be subject to mandatory redemption for an amount equal to the liquidation preference. If a default occurs or dividends payable on the shares of iHeart Operations Preferred Stock have not been paid in cash for twelve consecutive quarters, the holders of the iHeart Operations Preferred Stock will have the right, voting as a class, to elect one director to iHeartMedia’s Board of Directors. Upon any termination of the rights of the holders of shares of the iHeart Operations Preferred Stock as a class to vote for a director as described above, the director so elected to iHeartMedia’s Board of Directors will cease to be qualified as a director and the term of such director’s office shall terminate immediately. New 5.25% Senior Secured Notes due 2027 On August 7, 2019, iHeartCommunications completed the sale of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 (the “New Senior Secured Notes”) in a private placement to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States pursuant to Regulation S under the Securities Act. iHeartCommunications used the net proceeds from the New Senior Secured Notes, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the Term Loan Facility due 2026, plus approximately $0.8 million of accrued and unpaid interest to, but not including, the date of prepayment. The New Senior Secured Notes were issued pursuant to an indenture, dated as of August 7, 2019 (the “New Senior Secured Notes Indenture”), by and among iHeartCommunications, the guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent. The New Senior Secured Notes Indenture contains covenants that limit iHeartCommunications’ ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from iHeartCommunications’ restricted subsidiaries; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of iHeartCommunications’ assets; (vii) sell certain assets, including capital stock of iHeartCommunications’ subsidiaries; (viii) designate iHeartCommunications’ subsidiaries as unrestricted subsidiaries, and (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments. The New Senior Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.25% per annum. Interest will be payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2020. Surety Bonds, Letters of Credit and Guarantees As of June 30, 2019 , the Successor Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $17.8 million and $59.2 million , respectively. Included within the Successor Company's outstanding commercial standby letters of credit were $0.9 million held on behalf of CCOH. These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and tax disputes. Chapter 11 Cases iHeartCommunications' filing of the Chapter 11 Cases constituted an event of default that accelerated its obligations under its debt agreements. Due to the Chapter 11 Cases, however, the creditors' ability to exercise remedies under iHeartCommunications' debt agreements were stayed as of March 14, 2018, the Petition Date, and continue to be stayed. On March 21, 2018, Wilmington Savings Fund Society, FSB ("WSFS"), solely in its capacity as successor indenture trustee to the 6.875% Senior Notes due 2018 and 7.25% Senior Notes due 2027, and not in its individual capacity, filed an adversary proceeding against the Company in the Chapter 11 Cases. In the complaint, WSFS alleged, among other things, that the "springing lien" provisions of the priority guarantee notes indentures and the priority guarantee notes security agreements amounted to "hidden encumbrances" on the Company's property, to which the holders of the 6.875% Senior Notes due 2018 and 7.25% Senior Notes due 2027 were entitled to "equal and ratable" treatment. On March 26, 2018, Delaware Trust Co. ("Delaware Trust"), in its capacity as successor indenture trustee to the 14% Senior Notes due 2021, filed a motion to intervene as a plaintiff in the adversary proceeding filed by WSFS. In the complaint, Delaware Trust alleged, among other things, that the indenture governing the 14% Senior Notes due 2021 also has its own "negative pledge" covenant, and, therefore, to the extent the relief sought by WSFS in its adversary proceeding is warranted, the holders of the 14% Senior Notes due 2021 are also entitled to the same "equal and ratable" liens on the same property. On April 6, 2018, the Company filed a motion to dismiss the adversary proceeding and a hearing on such motion was held on May 7, 2018. We answered the complaint and completed discovery. The trial was held on October 24, 2018. On January 15, 2019, the Bankruptcy Court entered judgment in the Company's favor denying all relief sought by WSFS and all other parties. Pursuant to a settlement (the “Legacy Plan Settlement”) with WSFS and certain consenting Legacy Noteholders of all issues related to confirmation of the Company's plan of reorganization, on May 1, 2019 upon the Company's confirmed plan of reorganization becoming effective, this adversary proceeding was deemed withdrawn and/or dismissed, with respect to all parties thereto, with prejudice and in its entirety. On October 9, 2018, WSFS, solely in its capacity as successor indenture trustee to the 6.875% Senior Notes due 2018 and 7.25% Senior Notes due 2027, and not in its individual capacity, filed an adversary proceeding against Clear Channel Holdings, Inc. (“CCH”) and certain shareholders of iHeartMedia. The named shareholder defendants are Bain Capital LP; Thomas H. Lee Partners L.P.; Abrams Capital L.P.; and Highfields Capital Management L.P. In the complaint, WSFS alleged, among other things, that the shareholder defendants engaged in a “pattern of inequitable and bad faith conduct, including the abuse of their insider positions to benefit themselves at the expense of third-party creditors including particularly the Legacy Noteholders.” The complaint asks the court to grant relief in the form of equitable subordination of the shareholder defendants’ term loan, priority guarantee notes and 2021 notes claims to any and all claims of the legacy noteholders. In addition, the complaint seeks to have any votes to accept the Fourth Amended Plan of Reorganization by Abrams and Highfields on account of their 2021 notes claims, and any votes to accept the Fourth Amended Plan of Reorganization by defendant CCH on account of its junior notes claims, to be designated and disqualified. The Court held a pre-trial conference and oral argument on October 18, 2018. Pursuant to the Legacy Plan Settlement, on May 1, 2019 upon the Company's confirmed Plan of Reorganization becoming effective, this adversary proceeding was deemed withdrawn and/or dismissed, with respect to all parties thereto, with prejudice and in its entirety. Stockholder Litigation On May 9, 2016, a stockholder of CCOH filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned GAMCO Asset Management Inc. v. iHeartMedia, Inc. et al., C.A. No. 12312-VCS. The complaint named as defendants the Company, iHeartCommunications, Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., the Company's pre-bankruptcy private equity sponsors and pre-bankruptcy majority owners (together, the "Former Sponsor Defendants"), and the members of CCOH's board of directors. CCOH also was named as a nominal defendant. The complaint alleged that CCOH had been harmed by the intercompany agreements with iHeartCommunications , CCOH’s lack of autonomy over its own cash and the actions of the defendants in serving the interests of the Company, iHeartCommunications and the Former Sponsor Defendants to the detriment of CCOH and its minority stockholders. The plaintiff sought, among other things, a ruling that the defendants breached their fiduciary duties to CCOH and that the Company, iHeartCommunications and the Former Sponsor Defendants aided and abetted the CCOH board of directors' breaches of fiduciary duty, rescission of payments made by CCOH to iHeartCommunications and its affiliates pursuant to dividends declared in connection with the CCIBV Note Offering and Outdoor Asset Sales, and an order requiring the Company, iHeartCommunications and the Former Sponsor Defendants to disgorge all profits they have received as a result of the alleged fiduciary misconduct. On July 20, 2016, the defendants filed a motion to dismiss plaintiff's verified stockholder derivative complaint for failure to state a claim upon which relief can be granted. On November 23, 2016, the Court granted defendants' motion to dismiss all claims brought by the plaintiff. On December 19, 2016, the plaintiff filed a notice of appeal of the ruling. The oral hearing on the appeal was held on October 11, 2017. On October 12, 2017, the Supreme Court of Delaware affirmed the lower court's ruling, dismissing the case. On December 29, 2017, another stockholder of CCOH filed a derivative lawsuit (the “Norfolk Lawsuit”) in the Court of Chancery of the State of Delaware, captioned Norfolk County Retirement System, v. iHeartMedia, Inc., et al., C.A. No. 2017-0930-JRS. The complaint names as defendants the Company, iHeartCommunications, the Former Sponsor Defendants, and the members of CCOH's board of directors. CCOH is named as a nominal defendant. The complaint alleges that CCOH has been harmed by the CCOH Board’s November 2017 decision to extend the maturity date of the intercompany revolving note (the “Third Amendment”) at what the complaint describes as far-below-market interest rates. The plaintiff is seeking, among other things, a ruling that the defendants breached their fiduciary duties to CCOH, a modification of the Third Amendment to bear a commercially reasonable rate of interest, and an order requiring disgorgement of all profits, benefits and other compensation obtained by defendants as a result of the alleged breaches of fiduciary duties. On March 7, 2018, the defendants filed a motion to dismiss plaintiff's verified derivative complaint for failure to state a claim upon which relief can be granted. On March 16, 2018, the Company filed a Notice of Suggestion of Pendency of Bankruptcy and Automatic Stay of Proceedings. On May 4, 2018, plaintiff filed its response to the motion to dismiss. On June 26, 2018, the defendants filed a reply brief in further support of their motion to dismiss. Oral argument on the motion to dismiss was held on September 20, 2018. On August 27, 2018, the same stockholder of CCOH that had filed a derivative lawsuit against the Company and others in 2016 (GAMCO Asset Management Inc.) filed a putative class action lawsuit (the “GAMCO II Lawsuit”) in the Court of Chancery of the State of Delaware, captioned GAMCO Asset Management, Inc. v. Hendrix, et al., C.A. No. 2018-0633-JRS. The complaint names as defendants the Former Sponsor Defendants and the members of CCOH’s board of directors. The complaint alleges that minority shareholders in CCOH during the period November 8, 2017 to March 14, 2018 were harmed by decisions of the CCOH Board and the intercompany note committee of the Board relating to the Intercompany Note. The plaintiff seeks, among other things, a ruling that the CCOH Board, the intercompany note committee, and the Sponsor Defendants breached their fiduciary duties and that the Sponsor Defendants aided and abetted the Board’s breach of fiduciary duty; and an award of damages, together with pre- and post-judgment interests, to the putative class of minority shareholders. On December 16, 2018, the Debtors, CCOH, GAMCO Asset Management, Inc., and Norfolk County Retirement System entered into a settlement (the “CCOH Separation Settlement”) of all claims, objections, and other causes of action that have been or could be asserted by or on behalf of CCOH, GAMCO Asset Management, Inc., and/or Norfolk County Retirement System by and among the Debtors, CCOH, GAMCO Asset Management, Inc., certain individual defendants in the GAMCO Asset Management, Inc. action and/or the Norfolk County Retirement System action, and the private equity sponsor defendants in such actions. The CCOH Separation Settlement provides for the consensual separation of the Debtors and CCOH, including approximately $149.0 million of recovery to CCOH on account of its claim against iHeartCommunications in the Chapter 11 cases, a $200 million unsecured revolving line of credit from certain of the Debtors to CCOH for a period of up to three years, the transfer of certain of the Debtors’ intellectual property to CCOH, the waiver by the Debtors of the setoff for the value of the transferred intellectual property, mutual releases, the termination of the cash sweep under the existing Corporate Services Agreement, the termination of any agreements or licenses requiring royalty payments from CCOH to the Debtors for trademarks or other intellectual property, the waiver of any post-petition amounts owed by CCOH relating to such trademarks or other intellectual property, and the execution of a new transition services agreement and other separation documents. The CCOH Separation Settlement was approved by the Bankruptcy Court and the United States District Court for the Southern District of Texas on January 22, 2019. On May 1, 2019, the Debtors’ Plan of Reorganization went effective, and the Norfolk Lawsuit and GAMCO II Lawsuit were each subsequently dismissed with prejudice. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income Tax Expense The Company’s income tax expense for the Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 1, 2019 (Predecessor), the three months ended June 30, 2018 (Predecessor), the Period from January 1, 2019 through May 1, 2019 (Predecessor) and the six months ended June 30, 2018 (Predecessor), respectively, consisted of the following components: (In thousands) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from April 1, 2019 through May 1, Three Months Ended June 30, 2019 2019 2018 Current tax benefit (expense) $ (2,947 ) $ 6,950 $ (30,354 ) Deferred tax expense (13,056 ) (107,239 ) (111,678 ) Income tax expense $ (16,003 ) $ (100,289 ) $ (142,032 ) (In thousands) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from January 1, 2019 through May 1, Six Months Ended June 30, 2019 2019 2018 Current tax benefit (expense) $ (2,947 ) $ 76,744 $ (6,570 ) Deferred tax benefit (expense) (13,056 ) (115,839 ) 27,271 Income tax benefit (expense) $ (16,003 ) $ (39,095 ) $ 20,701 The effective tax rate for the Successor Company for the Period from May 2, 2019 through June 30, 2019 was 29.2% . The effective tax rate for continuing operations of the Predecessor Company for Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor) was 1.1% and 0.4% , respectively. The income tax expense for the Period from April 1, 2019 through May 1 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor) primarily consists of the income tax impacts from reorganization and fresh start adjustments, including adjustments to our valuation allowance. The Company recorded income tax benefits of $102.9 million for reorganization adjustments in the Predecessor period, primarily consisting of: (1)tax expense for the reduction in federal and state net operating loss (“NOL”) carryforwards from the cancellation of debt income ("CODI") realized upon emergence; (2) tax benefit for the reduction in deferred tax liabilities attributed primarily to long-term debt that was discharged upon emergence; (3) tax benefit for the effective settlement of liabilities for unrecognized tax benefits that were discharged upon emergence; and (4) tax benefit for the reduction in valuation allowance resulting from the adjustments described above. The Company recorded income tax expense of $185.4 million for fresh start adjustments in the Predecessor period, consisting of $529.1 million tax expense for the increase in deferred tax liabilities resulting from fresh start accounting adjustments, which was partially offset by $343.7 million tax benefit for the reduction in the valuation allowance on our deferred tax assets. The effective tax rate for the three and six months ended June 30, 2018 (Predecessor) was 130.3% and 5.7% , respectively. The 2018 effective tax rates were primarily impacted by the valuation allowance recorded against deferred tax assets resulting from current period interest expense limitation carryforward in U.S. federal and certain state jurisdictions due to uncertainty regarding our ability to realize those assets in future periods. As a result of the Plan of Reorganization, the Company expects the majority of its federal NOL carryforwards and certain state NOL carryforwards to be reduced or eliminated as a result of the CODI realized from the bankruptcy emergence. Pursuant to the attribute reduction and ordering rules set forth in the Internal Revenue Code of 1986, as amended (the “Code”), the reduction in the Company’s tax attributes for excludible CODI does not occur until the last day of the Company’s tax year, December 31, 2019. Accordingly, the tax adjustments recorded in the Predecessor period represent our best estimate using all available information at June 30, 2019. Additionally, the Company recognized a capital loss for tax purposes as a result of the series of transactions to effect the Plan of Reorganization. This capital loss may be carried forward to offset capital gains recognized by the Company in the next five years, subject to annual limitations under Section 382 of the Code. The deferred tax asset associated with the capital loss carryforward is offset by a valuation allowance due to significant uncertainty regarding the Company’s ability to utilize the carryforward prior to its expiration. The final tax impacts of the bankruptcy emergence, as well as the Plan of Reorganization’s overall effect on the Company’s tax attributes and tax basis in assets will be refined based on the Company’s final December 31, 2019 financial position as required under the Code. The final tax impacts on the companies tax attributes could change significantly from the current estimates. |
STOCKHOLDER'S EQUITY (DEFICIT)
STOCKHOLDER'S EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDER'S EQUITY (DEFICIT) | STOCKHOLDER'S EQUITY (DEFICIT) Historically, the Company granted restricted shares of the Company's Class A common stock to certain key individuals. In connection with the effectiveness of the Plan of Reorganization, all unvested restricted shares were canceled. Pursuant to the new equity incentive plan the Company entered into in connection with the effectiveness of our Plan of Reorganization, we have granted restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals. Predecessor Common Stock The following table presents the balances of the Company's Class A, Class B, Class C and Class D Common Stock as of June 30, 2019 and December 31, 2018 are as below: (In thousands, except share and per share data) Successor Company Predecessor Company June 30, December 31, (Unaudited) Predecessor Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, no shares issued in 2019 and 32,292,944 shares issued in 2018 — 32 Predecessor Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, no shares issued in 2019 and 555,556 shares issued in 2018 — 1 Predecessor Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, no shares issued in 2019 and 58,967,502 shares issued in 2018 — 59 Predecessor Class D Common Stock, par value $.001 per share, authorized 200,000,000 shares, no shares issued in 2019 and 2018 — — Successor Common Stock Class A Common Stock Holders of shares of the Successor Company's Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the Successor Company's Class A common stock will have the exclusive right to vote for the election of directors. There will be no cumulative voting rights in the election of directors. Holders of shares of the Successor Company's Class A common stock are entitled to receive dividends, on a per share basis, when and if declared by the Company's Board out of funds legally available therefor and whenever any dividend is made on the shares of the Successor Company's Class B common stock subject to certain exceptions set forth in our certificate. The Successor Company may not subdivide or combine (by stock split, reverse stock split, recapitalization, merger, consolidation or any other transaction) its shares of Class A common stock or Class B common stock without subdividing or combining its shares of Class B common stock or Class A common stock, respectively, in a similar manner. Upon our dissolution or liquidation or the sale of all or substantially all of the Successor Company's assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Successor Company's Class A common stock will be entitled to receive pro rata together with holders of the Successor Company's Class B common stock our remaining assets available for distribution. New Class A common stock certificates issued upon transfer or new issuance of Class A common stock shares will contain a legend stating that such shares of Class A common stock are subject to the provisions of our amended and restated certificate of incorporation, including but not limited to provisions governing compliance with requirements of the Communications Act and regulations thereunder, including, without limitation, those concerning foreign ownership and media ownership. On July 18, 2019, the Company’s Class A common stock was listed and began trading on the NASDAQ Global Select Market ("Nasdaq") under the ticker symbol “IHRT”. Class B Common Stock Holders of shares of the Successor Company's Class B common stock are not entitled to vote for the election of directors or, in general, on any other matter submitted to a vote of the Company’s stockholders, but are entitled to one vote per share on the following matters: (a) any amendment or modification of any specific rights or obligations of the holders of Class B common stock that does not similarly affect the rights or obligations of the holders of Class A common stock, in which case the holders of Class B Common Stock will be entitled to a separate class vote, with each share of Class B common stock having one vote; and (b) to the extent submitted to a vote of our stockholders, (i) the retention or dismissal of outside auditors by the Company, (ii) any dividends or distributions to our stockholders, (ii) any material sale of assets, recapitalization, merger, business combination, consolidation, exchange of stock or other similar reorganization of the Company or any of its subsidiaries, (iv) the adoption of any amendment to our certificate of incorporation, (v) other than in connection with any management equity or similar plan adopted by the Company's Board, any authorization or issuance of equity interests, or any security or instrument convertible into or exchangeable for equity interests, in the Company or any of its subsidiaries, and (vi) the liquidation of the Company, in which case in respect to any such vote concerning the matters described in clause (b), the holders of Class B common stock are entitled to vote with the holders of the Class A common stock, with each share of common stock having one vote and voting together as a single class. Holders of shares of the Successor Company's Class B common stock are generally entitled to convert shares of Class B common stock into shares of Class A common stock on a one-for-one basis, subject to the Company’s ability to restrict conversion in order to comply with the Communications Act and FCC regulations. Holders of shares of the Successor Company's Class B common stock are entitled to receive dividends when and if declared by the Company's Board out of funds legally available therefor and whenever any dividend is made on the shares of the Successor Company's Class A common stock subject to certain exceptions set forth in our certificate of incorporation. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Successor Company's Class B common stock will be entitled to receive pro rata with holders of the Successor Company's Class A common stock our remaining assets available for distribution. Special Warrants Each Special Warrant issued under the special warrant agreement entered into in connection with the Reorganization may be exercised by its holder to purchase one share of Successor Class A common stock or Successor Class B common stock at an exercise price of $0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99 percent of the Successor Company's outstanding Class A common stock, (b) more than 22.5 percent of the Successor Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any foreign ownership threshold set by the FCC pursuant to a declaratory ruling or specific approval requirement or (d) the Company violating any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC. Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement. To the extent there are any dividends declared or distributions made with respect to the Successor Class A common stock or Successor Class B common stock, those dividends or distributions will also be made to holders of Special Warrants concurrently and on a pro rata basis based on their ownership of common stock underlying their Special Warrants on an as-exercised basis; provided , that no such distribution will be made to holders of Special Warrants if (x) the Communications Act or an FCC rule prohibits such distribution to holders of Special Warrants or (y) our FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate the Communications Act or any applicable FCC rule or (ii) any such holder not to be deemed to hold a noncognizable (under FCC rules governing foreign ownership) future equity interest in the Company; provided further , that, if any distribution of common stock or any other securities to a holder of Special Warrants is not permitted pursuant to clauses (x) or (y), the Company will cause economically equivalent warrants to be distributed to such holder in lieu thereof, to the extent that such distribution of warrants would not violate the Communications Act or any applicable FCC rules. To the extent within the Company's control, any tender or exchange offer subject to Sections 13 or 14 of the Exchange Act for the Successor Class A common stock, Successor Class B common stock or Special Warrants will be made concurrently and on a pro rata basis (in the case of holders of Special Warrants, based upon their ownership of common stock underlying their Special Warrants on an as-exercised basis) to all holders of Successor Class A common stock, Successor Class B common stock and Special Warrants. Distributions to holders of Special Warrants and payments to holders of Special Warrants pursuant to a tender or exchange offer for Special Warrants subject to Sections 13 or 14 of the Exchange Act will be made in compliance with FCC ownership conditions. The number of shares of the Successor Company's common stock to be received upon exercise of each special warrant is subject to adjustment from time to time. Such number will increase or decrease proportionally upon any increase or decrease in the number of shares of the Successor Company's common stock outstanding resulting from any subdivisions, splits, combination or reverse splits (except in connection with a change of control). The Company is not required to issue fractional shares in connection with the exercise of Special Warrants, and may either pay an amount in cash in lieu of such fractional shares or round the number of shares received to the nearest whole number. The exercise price is not subject to any adjustment. Upon the occurrence of any reclassification or recapitalization whereby holders of the Successor Company's common stock are entitled to receive proceeds in cash, stock, securities or other assets or property with respect to or in exchange for common stock, holders who exercise Special Warrants are entitled to receive such proceeds commensurate with the number of shares of common stock they would have received if they had exercised their Special Warrants immediately prior to such reclassification or recapitalization. Upon a change of control in which the only consideration payable to holders of common stock is cash, each special warrant will be deemed to be exercised immediately prior to the consummation of such change of control and the holder will receive solely the cash consideration to which such holder would have been entitled as a result of such change of control. Upon a change of control in which the consideration payable to holders of common stock is other than only cash, at the Company's option, each special warrant will be either (A) assumed by the party surviving such change of control and will continue to be exercisable for the kind and amount of consideration to which such holder would have been entitled as a result of such change of control had the special warrant been exercised immediately prior, or (B) if not assumed by the party surviving such change of control, deemed to be exercised immediately prior to the consummation of such change of control and the holder will receive the consideration to which such holder would have been entitled as a result of such Change of Control, less the exercise price, as though the special warrant had been exercised immediately prior. The Special Warrants will expire on the earlier of the twentieth anniversary of the issuance date and the occurrence of a change in control of the Company. Computation of Income (Loss) per Share (In thousands, except per share data) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from April 1, 2019 through May 1, Three Months Ended June 30, 2019 2019 2018 NUMERATOR: Net loss attributable to the Company – common shares $ 38,793 $ 11,298,524 $ (69,899 ) Less: Non-controlling interest from discontinued operations, net of tax - common shares $ — $ (2,190 ) $ (3,609 ) Income (loss) from discontinued operations, net of tax — 1,854,677 (33,229 ) Total income (loss) from discontinued operations, net of tax - common shares $ — $ 1,852,487 $ (36,838 ) Income (loss) from continuing operations $ 38,793 $ 9,446,037 $ (33,061 ) DENOMINATOR (1) : Weighted average common shares outstanding - basic 145,275 85,652 85,280 Stock options and restricted stock (2) : 23 — — Weighted average common shares outstanding - diluted 145,298 85,652 85,280 Net loss attributable to the Company per common share: From continuing operations - Basic $ 0.27 $ 110.28 $ (0.39 ) From discontinued operations - Basic $ — $ 21.63 $ (0.43 ) From continuing operations - Diluted $ 0.27 $ 110.28 $ (0.39 ) From discontinued operations - Diluted $ — $ 21.63 $ (0.43 ) (In thousands, except per share data) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from January 1, 2019 through May 1, Six Months Ended 2019 2019 2018 NUMERATOR: Net loss attributable to the Company – common shares $ 38,793 $ 11,184,141 $ (486,893 ) Less: Non-controlling interest from discontinued operations, net of tax - common shares $ — $ 19,028 $ 12,437 Income (loss) from discontinued operations, net of tax — 1,685,123 (157,477 ) Total income (loss) from discontinued operations, net of tax - common shares $ — $ 1,704,151 $ (145,040 ) Income (loss) from continuing operations $ 38,793 $ 9,479,990 $ (341,853 ) DENOMINATOR (1) : Weighted average common shares outstanding - basic 145,275 86,241 85,248 Stock options and restricted stock (2) : 23 — — Weighted average common shares outstanding - diluted 145,298 86,241 85,248 Net loss attributable to the Company per common share: From continuing operations - Basic $ 0.27 $ 109.92 $ (4.01 ) From discontinued operations - Basic $ — $ 19.76 $ (1.70 ) From continuing operations - Diluted $ 0.27 $ 109.92 $ (4.01 ) From discontinued operations - Diluted $ — $ 19.76 $ (1.70 ) (1) The 81,453,648 Special Warrants issued at Emergence are included in both the basic and diluted weighted average common shares outstanding of the Successor Company for the Period from May 2, 2019 through June 30, 2019. (2) Outstanding equity awards of 1.3 million for the Successor Company for the Period from May 2, 2019 through June 30, 2019 were not included in the computation of diluted earnings per share because to do so would have been antidilutive. Outstanding equity awards of 5.9 million , 8.0 million , 5.9 million and 8.0 million of the Predecessor Company for the Period from April 1, 2019 through May 1, 2019, the three months ended June 30, 2018 , the Period from January 1, 2019 through May 1, 2019 and the six months ended June 30, 2018 respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive. |
OTHER INFORMATION
OTHER INFORMATION | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
OTHER INFORMATION | OTHER INFORMATION Other Comprehensive Income (Loss) There was no change in deferred income tax liabilities resulting from adjustments to comprehensive loss for the Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 2 (Predecessor), the three months ended June 30, 2018 (Predecessor), the Period from January 1, 2019 through May 2 (Predecessor) and the six months ended June 30, 2018 (Predecessor). |
SEGMENT DATA
SEGMENT DATA | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA The Company’s primary business is included in its Audio segment. Revenue and expenses earned and charged between Audio, Corporate and the Company's Audio & Media Services businesses are eliminated in consolidation. The Audio segment provides media and entertainment services via broadcast and digital delivery and also includes the Company’s events and national syndication businesses. The Audio & Media Services business provides other audio and media services, including the Company’s media representation business and its provider of scheduling and broadcast software. Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance and administrative functions for the Company’s businesses. Share-based payments are recorded in corporate expense. In conjunction with the Separation and the Reorganization, the Company revised its segment reporting, as discussed in Note 1. The following table presents the Company's segment results for the Successor Company for the Period from May 2, 2019 through June 30, 2019 : Successor Company (In thousands) Audio Audio & Media Services Corporate and other reconciling items Eliminations Consolidated Period from May 2, 2019 through June 30, 2019 Revenue $ 596,230 $ 40,537 $ — $ (1,121 ) $ 635,646 Direct operating expenses 179,471 4,872 — (52 ) 184,291 Selling, general and administrative expenses 206,006 22,195 — (1,061 ) 227,140 Corporate expenses — — 34,398 (8 ) 34,390 Depreciation and amortization 54,577 3,619 1,187 — 59,383 Other operating expense, net — — 3,246 — 3,246 Operating income (loss) $ 156,176 $ 9,851 $ (32,339 ) $ — $ 133,688 Intersegment revenues $ 112 $ 1,009 $ — $ — $ 1,121 Capital expenditures $ 13,554 $ 830 $ 3,051 $ — $ 17,435 Share-based compensation expense $ — $ — $ 3,039 $ — $ 3,039 Predecessor Company (In thousands) Audio Audio and Media Services Corporate and other reconciling items Eliminations Consolidated Period from April 1, 2019 through May 1, 2019 Revenue $ 260,461 $ 17,970 $ — $ (757 ) $ 277,674 Direct operating expenses 90,254 2,549 — (222 ) 92,581 Selling, general and administrative expenses 93,880 10,203 — (531 ) 103,552 Corporate expenses 18,983 (4 ) 18,979 Depreciation and amortization 11,682 1,204 1,658 — 14,544 Other operating expense, net — — (127 ) — (127 ) Operating income (loss) $ 64,645 $ 4,014 $ (20,768 ) $ — $ 47,891 Intersegment revenues $ 56 $ 701 $ — $ — $ 757 Capital expenditures $ 11,136 $ 577 $ 1,530 $ — $ 13,243 Share-based compensation expense $ — $ — $ 105 $ — $ 105 Three Months Ended June 30, 2018 Revenue $ 831,948 $ 61,417 $ — $ (1,601 ) $ 891,764 Direct operating expenses 256,861 6,930 — (39 ) 263,752 Selling, general and administrative expenses 298,644 31,118 — (1,562 ) 328,200 Corporate expenses — — 52,478 — 52,478 Depreciation and amortization 55,245 4,508 5,124 — 64,877 Other operating expense, net — — (1,218 ) — (1,218 ) Operating income (loss) $ 221,198 $ 18,861 $ (58,820 ) $ — $ 181,239 Intersegment revenues $ — $ 1,601 $ — $ — $ 1,601 Capital expenditures $ 14,877 $ 654 $ 1,744 $ — $ 17,275 Share-based compensation expense $ — $ — $ 594 $ — $ 594 Period from January 1, 2019 through May 1, 2019 Revenue $ 1,006,677 $ 69,362 $ — $ (2,568 ) $ 1,073,471 Direct operating expenses 350,501 9,559 — (364 ) 359,696 Selling, general and administrative expenses 396,032 42,497 — (2,184 ) 436,345 Corporate expenses 66,040 (20 ) 66,020 Depreciation and amortization 40,982 5,266 6,586 — 52,834 Impairment charges — — 91,382 — 91,382 Other operating expense, net — — (154 ) — (154 ) Operating income (loss) $ 219,162 $ 12,040 $ (164,162 ) $ — $ 67,040 Intersegment revenues $ 243 $ 2,325 $ — $ — $ 2,568 Capital expenditures $ 31,177 $ 1,263 $ 3,757 $ — $ 36,197 Share-based compensation expense $ — $ — $ 498 $ — $ 498 Six Months Ended June 30, 2018 Revenue $ 1,557,050 $ 110,759 $ — $ (3,273 ) $ 1,664,536 Direct operating expenses 490,802 14,108 — (92 ) 504,818 Selling, general and administrative expenses 614,561 62,898 — (3,167 ) 674,292 Corporate expenses — — 105,390 (14 ) 105,376 Depreciation and amortization 112,294 9,558 10,399 — 132,251 Other operating income, net — — (4,450 ) — (4,450 ) Operating income (loss) $ 339,393 $ 24,195 $ (120,239 ) $ — $ 243,349 Intersegment revenues $ — $ 3,273 $ — $ — $ 3,273 Capital expenditures $ 23,878 $ 770 $ 2,658 $ — $ 27,306 Share-based compensation expense $ — $ — $ 1,172 $ — $ 1,172 |
CERTAIN RELATIONSHIPS AND RELAT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS iHeartCommunications Line of Credit On the Effective Date, iHeartCommunications entered into a revolving loan agreement with CCOL and Clear Channel International, Ltd., both subsidiaries of CCOH, governing a revolving credit facility that provides for borrowings of up to $200 million . The iHeartCommunications line of credit is unsecured. On July 30, 2019, in connection with the consummation of an underwritten public offering of common stock of CCOH, CCOL terminated the iHeartCommunications line of credit. As of June 30, 2019 and the date of termination, there were no amounts drawn under the facility. Transition Services Agreement Pursuant to the Transition Services Agreement between us, iHeartMedia Management Services, Inc. (‘‘iHM Management Services’’), iHeartCommunications and CCOH, for one year from the Effective Date (subject to certain rights of New CCOH to extend up to one additional year, as described below), iHM Management Services has agreed to provide, or cause us, iHeartCommunications, iHeart Operations or any member of the iHeart Group to provide, CCH with certain administrative and support services and other assistance which CCH will utilize in the conduct of its business as such business was conducted prior to the Separation. The transition services may include, among other things, (a) treasury, payroll and other financial related services, (b) certain executive officer services, (c) human resources and employee benefits, (d) legal and related services, (e) information systems, network and related services, (f) investment services and (g) procurement and sourcing support. The charges for the transition services will generally be intended to be consistent with the Corporate Services Agreement. The allocation of cost is based on various measures depending on the service provided, which measures include relative revenue, employee headcount or number of users of a service. New CCOH may request an extension of the term for all services or individual services for one-month periods for up to an additional 12 months, and the price for transition services provided during such extended term will be increased for any service other than those identified in the schedules to the Transition Services Agreement as an ‘‘IT Service’’ or any other service the use and enjoyment of which requires the use of another IT Service. New CCOH may terminate the Transition Services Agreement with respect to all or any individual service, in whole or in part, upon 30 days’ prior written notice, provided that any co-dependent services must be terminated concurrently. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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. As described below, as a result of the application of fresh start accounting and the effects of the implementation of the Company's Plan of Reorganization (as defined below), the consolidated financial statements after the Effective Date (as defined below), are not comparable with the consolidated financial statements on or before that date. Refer to Note 3, "Fresh Start Accounting," for additional information. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2018 Annual Report on Form 10-K. Th e consolidated financial statements include the accounts of the Company and its subsidiaries. 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% to 50% 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. |
New Accounting Pronouncements Recently Adopted | New Accounting Pronouncements Recently Adopted Leases The Company adopted ASU No. 2016-02, which created ASC 842, Leases , and all subsequent ASUs relating to this Topic, as of January 1, 2019 (collectively, "ASC 842"). This new lease accounting standard, which supersedes previous lease accounting guidance under U.S. GAAP, results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of a right-of-use ("ROU") asset and lease liability by lessees for those leases classified as operating leases. Lessor accounting is also updated to align with certain changes in the lessee model and the revenue recognition standard ("ASC Topic 606"), which was adopted in 2018. The Company applied the transition provisions of this standard at January 1, 2019 following the optional transition method provided by ASU No. 2018-11; consequently, the consolidated financial statements and notes to the consolidated financial statements for periods before the date of adoption continue to be presented in accordance with ASC Topic 840. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to not reassess whether expired or existing contracts are or contain leases and to carry forward the historical lease classification for those leases that commenced prior to the date of adoption. Upon adoption of ASC 842, prepaid and deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. Additionally, deferred gains related to previous transactions that were historically accounted for as sale and operating leasebacks in accordance with ASC Topic 840 were eliminated and recognized as a cumulative-effect adjustment to equity, resulting in an increase to equity, net of tax, of $128.9 million . Under ASC Topic 840, such gains were recognized ratably over the lease term as a credit to operating lease expense, and operating lease expense for the three and six months ended June 30, 2018 included credits of $1.3 million and $2.6 million , respectively, for the amortization of these gains, which were not recognized in the Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor). Adoption of the new standard had a material impact on our consolidated balance sheets, but it did not have a material impact on our other consolidated financial statements. Additionally, the standard requires disclosures to meet the objective of enabling users of the financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Refer to Note 5, Revenue , and Note 6, Leases , for more information. Intangible Assets and Goodwill During the first quarter of 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) . This update eliminated the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Entities are required to record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The standard is effective for annual and any interim impairment tests performed for periods beginning after December 15, 2019. The Company early adopted the proposed guidance under ASU 2017-04 beginning on January 1, 2019 on a prospective basis. The implementation of ASU 2017-04 did not have a material impact on our consolidated financial statements and related disclosures. During the third quarter of 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract . This update requires that a customer in a cloud computing arrangement that is a service contract follow the internal use software guidance in Accounting Standards Codification (ASC) 350-402 to determine which implementation costs to capitalize as assets. The standard is effective for fiscal years beginning after December 15, 2019. The Company early adopted the proposed guidance under ASU 2018-15 beginning on January 1, 2019 on a prospective basis. The implementation of ASU 2018-15 did not have a material impact on our consolidated financial statements and related disclosures. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [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 Statements of Cash Flows: (In thousands) Successor Company Predecessor Company June 30, December 31, Cash and cash equivalents $ 127,159 $ 224,037 Restricted cash included in: Other current assets 11,591 3,428 Total cash, cash equivalents and restricted cash in the Statement of Cash Flows (1) $ 138,750 $ 227,465 (1) The Predecessor Company's Cash and cash equivalents, restricted cash included in other current assets and restricted cash included in other assets as of December 31, 2018 in the table above exclude $202.9 million classified as current and long-term assets of CCOH. |
FRESH START ACCOUNTING (Tables)
FRESH START ACCOUNTING (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Reorganizations [Abstract] | |
Fresh-Start Adjustments | The adjustments set forth in the following consolidated balance sheet as of May 1, 2019 reflect the effect of the Separation (reflected in the column "Separation of CCOH Adjustments"), the consummation of the transactions contemplated by the Plan of Reorganization that are incremental to the Separation (reflected in the column "Reorganization Adjustments") and the fair value adjustments as a result of applying fresh start accounting (reflected in the column "Fresh Start Adjustments"). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities, as well as significant assumptions or inputs. (In thousands) Separation of CCOH Adjustments Reorganization Adjustments Fresh Start Adjustments Predecessor (A) (B) (C) Successor CURRENT ASSETS Cash and cash equivalents $ 175,811 $ — $ (112,669 ) (1) $ — $ 63,142 Accounts receivable, net 748,326 — — (10,810 ) (1) 737,516 Prepaid expenses 127,098 — — (24,642 ) (2) 102,456 Other current assets 22,708 — 8,125 (2) (1,668 ) (3) 29,165 Current assets of discontinued operations 1,000,753 (1,000,753 ) (1) — — Total Current Assets 2,074,696 (1,000,753 ) (104,544 ) (37,120 ) 932,279 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net 499,001 — — 333,991 (4) 832,992 INTANGIBLE ASSETS AND GOODWILL Indefinite-lived intangibles - licenses 2,326,626 — — (44,906 ) (5) 2,281,720 Other intangibles, net 104,516 — — 2,240,890 (5) 2,345,406 Goodwill 3,415,492 — — (92,127 ) (5) 3,323,365 OTHER ASSETS Operating lease right-of-use assets 355,826 — — 554,278 (6) 910,104 Other assets 139,409 — (384 ) (3) (54,683 ) (2) 84,342 Long-term assets of discontinued operations 5,351,513 (5,351,513 ) (1) — — — Total Assets $ 14,267,079 $ (6,352,266 ) $ (104,928 ) $ 2,900,323 $ 10,710,208 CURRENT LIABILITIES Accounts payable $ 41,847 $ — $ 3,061 (4) $ — $ 44,908 Current operating lease liabilities 470 — 31,845 (7) 39,092 (6) 71,407 Accrued expenses 208,885 — (32,250 ) (5) 2,328 (9) 178,963 Accrued interest 462 — (462 ) (6) — — Deferred revenue 128,452 — — 3,214 (7) 131,666 Current portion of long-term debt 46,618 — 6,529 (7) 40 (6) 53,187 Current liabilities of discontinued operations 999,778 (999,778 ) (1) — — — Total Current Liabilities 1,426,512 (999,778 ) 8,723 44,674 480,131 Long-term debt — — 5,758,516 (8) (1,586 ) (8) 5,756,930 Series A Mandatorily Redeemable Preferred Stock — — 60,000 (9) — 60,000 Noncurrent operating lease liabilities 828 — 398,154 (7) 419,897 (6) 818,879 Deferred income taxes — — 575,341 (10) 185,419 (10) 760,760 Other long-term liabilities 121,081 — (64,524 ) (11) (2,164 ) (7) 54,393 Liabilities subject to compromise 16,770,266 — (16,770,266 ) (7) — — Long-term liabilities of discontinued operations 7,472,633 (7,472,633 ) (1) — — — Commitments and contingent liabilities (Note 9) STOCKHOLDERS’ EQUITY (DEFICIT) Noncontrolling interest 13,584 (13,199 ) (1) — 8,558 (11) 8,943 Predecessor common stock 92 — (92 ) (12) — — Successor Class A Common Stock — — 57 (13) — 57 Successor Class B Common Stock — — 7 (13) — 7 Predecessor additional paid-in capital 2,075,130 — (2,075,130 ) (12) — — Successor additional paid-in capital — 2,770,108 (13) — 2,770,108 Accumulated deficit (13,288,497 ) 1,825,531 (1) 9,231,616 (14) 2,231,350 (12) — Accumulated other comprehensive loss (321,988 ) 307,813 (1) — 14,175 (12) — Cost of share held in treasury (2,562 ) — 2,562 (12) — — Total Stockholders' Equity (Deficit) (11,524,241 ) 2,120,145 9,929,128 2,254,083 2,779,115 Total Liabilities and Stockholders' Equity (Deficit) $ 14,267,079 $ (6,352,266 ) $ (104,928 ) $ 2,900,323 $ 10,710,208 The tables below present the Reorganization items incurred and cash paid for Reorganization items as a result of the Chapter 11 Cases during the periods presented: (In thousands) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from April 1, 2019 through May 1, Three Months Ended June 30, 2019 2019 2018 Write-off of deferred loans costs $ — $ — $ (12,409 ) Write-off of original issue discount — — — Debtor-in-possession refinancing costs — — (10,546 ) Professional fees and other bankruptcy related costs — (121,374 ) (45,785 ) Net gain on settlement of Liabilities subject to compromise — 7,192,379 — Impact of fresh start adjustments — 2,430,944 — Other items, net — (4,005 ) — Reorganization items, net $ — $ 9,497,944 $ (68,740 ) Cash payments for Reorganization items, net $ 13,049 $ 149,346 $ 5,723 (In thousands) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from January 1, 2019 through May 1, Six Months Ended June 30, 2019 2019 2018 Write-off of deferred loans costs $ — $ — $ (67,079 ) Write-off of original issue discount — — (131,100 ) Debtor-in-possession refinancing costs — — (10,546 ) Professional fees and other bankruptcy related costs — (157,487 ) (52,070 ) Net gain on settlement of Liabilities subject to compromise — 7,192,374 — Impact of fresh start adjustments — 2,430,944 — Other items, net — (4,005 ) — Reorganization items, net $ — $ 9,461,826 $ (260,795 ) Cash payments for Reorganization items, net $ 13,049 $ 183,291 $ 5,875 The following table reconciles the enterprise value per the Plan of Reorganization to the implied value (for fresh start accounting purposes) of the Successor common stock as of the Effective Date: (In thousands, except per share data) Enterprise Value $ 8,750,000 Plus: Cash and cash equivalents 63,142 Less: Debt issued upon emergence (5,748,178 ) Finance leases and short-term notes (61,939 ) Mandatorily Redeemable Preferred Stock (60,000 ) Changes in deferred tax liabilities (1) (163,910 ) Noncontrolling interest (8,943 ) Implied value of Successor common stock $ 2,770,172 Shares issued upon emergence (2) 145,263 Per share value $ 19.07 (1) Difference in the assumed effect of deferred taxes in the calculation of enterprise value versus the actual effect of deferred taxes as of May 1. (2) Includes the Class A Common Stock, Class B Common Stock and Special Warrants issued at emergence. The reconciliation of the Company’s enterprise value to reorganization value as of the Effective Date is as follows: (In thousands) Enterprise Value $ 8,750,000 Plus: Cash and cash equivalents 63,142 Current liabilities (excluding Current portion of long-term debt) 426,944 Deferred tax liability 596,850 Other long-term liabilities 54,393 Noncurrent Operating lease obligations 818,879 Reorganization Value $ 10,710,208 The following table sets forth estimated fair values of the components of these intangible assets and their estimated useful lives: (In thousands) Estimated Fair Value Estimated Useful Life FCC licenses $ 2,281,720 (a) Indefinite Customer / advertiser relationships 1,643,670 (b) 5 - 15 years Talent contracts 373,000 (b) 2 - 10 years Trademarks and tradenames 321,928 (b) 7 - 15 years Other 6,808 (c) Total intangible assets upon emergence 4,627,126 Elimination of historical acquired intangible assets $ (2,431,142 ) Fresh start adjustment to acquired intangible assets 2,195,984 (a) FCC licenses. The fair value of the indefinite-lived FCC licenses was determined primarily using the direct valuation method of the Income Approach and, for smaller markets a combination of the Income approach and the Market Approach. The Company engaged a third-party valuation firm to assist it in the development of the assumptions and the Company’s determination of the fair value of its FCC licenses. Under the direct valuation method, the fair value of the FCC licenses was calculated at the market level as prescribed by ASC 350. The application of the direct valuation method attempts to isolate the income that is properly attributable to the FCC licenses alone (that is, apart from tangible and identified intangible assets and goodwill). It is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and whose only other assets have essentially been paid for (or added) as part of the build-up process. Under the direct valuation method, it is assumed that rather than acquiring FCC licenses as part of a going concern business, the buyer hypothetically obtains FCC licenses and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the FCC licenses. In applying the direct valuation method to the Company’s FCC licenses, the licenses are grouped by type (e.g. FM licenses vs. AM licenses) and market size in order to ensure appropriate assumptions are used in valuing the various FCC licenses based on population and demographics that influence the level of revenues generated by each FCC license, using industry projections. The key assumptions used in applying the direct valuation method include market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate (“WACC”) and terminal values. The WACC was calculated by weighting the required returns on interest-bearing debt and common equity capital in proportion to their estimated percentages based on a market participant capital structure. For licenses valued using the Market Transaction Method, the Company used publicly available data, which included sales of comparable radio stations and FCC auction data involving radio broadcast licenses to estimate the fair value of FCC licenses. Similar to the application of the Income approach for the FCC licenses, the Company grouped licenses by type and market size for comparison to historical market transactions. The historical book value of the FCC licenses as of May 1, 2019 was subtracted from the fair value of the FCC licenses to determine the adjustment to decrease the value of Indefinite-lived intangible assets-licenses by $44.9 million . (b) Other intangible assets. Definite-lived intangible assets include customer/advertiser relationships, talent contracts for on-air personalities, trademarks and tradenames and other intangible assets. The Company engaged a third-party valuation firm to assist in developing the assumptions and determining the fair values of each of these assets. For purposes of estimating the fair values of customer/advertiser relationships and talent contracts, the Company primarily utilized the Income Approach (specifically, the multi-period excess earnings method, or MPEEM) to estimate fair value based on the present value of the incremental after-tax cash flows attributable only to the subject intangible assets after deducting contributory asset charges. The cash flows attributable to each grouping of customer/advertiser relationships were adjusted for the appropriate contributory asset charges (e.g., FCC licenses, working capital, tradenames, technology, workforce, etc.). The discount rate utilized to present-value the after-tax cash flows was selected based on consideration of the overall business risks and the risks associated with the specific assets being valued. Additionally, for certain advertiser relationships the Company used the Cost Approach using historical financial data regarding the sales, administrative and overhead expenses related to the Company’s selling efforts associated with revenue for both existing and new advertisers. The ratio of expenses for selling efforts to revenue was applied to total revenue from new customers to determine an estimated cost per revenue dollar of revenue generated by new customers. This ratio was applied to total revenue from existing customers to estimate the replacement cost of existing customer/advertiser relationships. The historical book value of customer/advertiser relationships as of May 1, 2019 was subtracted from the fair value of the customer/advertiser relationships determined as described above to determine the adjustment to increase the value of the customer/advertiser relationship intangible assets by $1,604.1 million . For purposes of estimating the fair value of trademarks and tradenames, the Company primarily used the Royalty Savings Method, a variation of the Income approach. Estimated royalty rates were determined for each of the trademarks and tradenames considering the relative contribution to the Company’s overall profitability as well as available public information regarding market royalty rates for similar assets. The selected royalty rates were applied to the revenue generated by the trademarks and tradenames to determine the amount of royalty payments saved as a result of owning these assets. The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued. The historical book values of talent contracts, trademarks and tradenames and other intangible assets as of May 1, 2019 were subtracted from the fair values determined as described above to determine the adjustments as follows: Customer/advertiser relationships $ 1,604.1 million increase in value Talent contracts 361.6 million increase in value Trademarks and tradenames 274.4 million increase in value Other 0.8 million increase in value Total fair value adjustment $ 2,240.9 million increase in value (c) Included within other intangible assets are permanent easements, which have an indefinite useful life. All other intangible assets are amortized over 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. The following table sets forth the adjustments to goodwill: (In thousands) Reorganization value $ 10,710,208 Less: Fair value of assets (excluding goodwill) (7,386,843 ) Total goodwill upon emergence 3,323,365 Elimination of historical goodwill (3,415,492 ) Fresh start adjustment to goodwill $ (92,127 ) The table below reflects the cumulative impact of the fresh start adjustments as discussed above: (In thousands) Fresh start adjustment to Accounts receivable, net $ (10,810 ) Fresh start adjustment to Other current assets (1,668 ) Fresh start adjustment to Prepaid expenses (24,642 ) Fresh start adjustment to Property, plant and equipment, net 333,991 Fresh start adjustment to Intangible assets 2,195,984 Fresh start adjustment to Goodwill (92,127 ) Fresh start adjustment to Operating lease right-of-use assets 554,278 Fresh start adjustment to Other assets (54,683 ) Fresh start adjustment to Accrued expenses (2,328 ) Fresh start adjustment to Deferred revenue (3,214 ) Fresh start adjustment to Debt 1,546 Fresh start adjustment to Operating lease obligations (458,989 ) Fresh start adjustment to Other long-term liabilities 2,164 Fresh start adjustment to Noncontrolling interest (8,558 ) Total Fresh Start Adjustments impacting Reorganization items, net $ 2,430,944 Reset of Accumulated other comprehensive income (14,175 ) Income tax expense (185,419 ) Net impact to Accumulated deficit $ 2,231,350 The table below reflects the sources and uses of cash on the Effective Date from implementation of the Plan: (In thousands) Cash at May 1, 2019 (excluding discontinued operations) $ 175,811 Sources: Proceeds from issuance of Mandatorily Redeemable Preferred Stock $ 60,000 Release of restricted cash from other assets into cash 3,428 Total sources of cash $ 63,428 Uses: Payment of Mandatorily Redeemable Preferred Stock issuance costs $ (1,513 ) Payment of New Term Loan Facility to settle certain creditor claims (1,822 ) Payments for Emergence debt issuance costs (7,213 ) Funding of the Guarantor General Unsecured Recovery Cash Pool (17,500 ) Payments for fully secured claims and general unsecured claims (1,990 ) Payment of contract cure amounts (15,763 ) Payment of consenting stakeholder fees (4,000 ) Payment of professional fees (85,091 ) (a) Funding of Professional Fees Escrow Account (41,205 ) (a) Total uses of cash $ (176,097 ) Net uses of cash $ (112,669 ) Cash upon emergence $ 63,142 (a) Approximately $30.5 million of professional fees paid at emergence were accrued as of May 1, 2019. These payments also reflect both the payment of Success fees for $86.1 million and other professionals paid directly at emergence. (2) Pursuant to the terms of the Plan of Reorganization, on the Effective Date, the Company funded the Guarantor General Unsecured Recovery Cash Pool account in the amount of $17.5 million , which was reclassified as restricted cash within Other current assets. The Company made payments of $6.0 million through the Cash Pool at the time of emergence. Additionally, $3.4 million of restricted cash previously held to pay critical utility vendors was reclassified to cash. (3) Reflects the write-off of prepaid expenses related to the $2.3 million of prepaid premium for Predecessor Company's director and officer insurance policy, offset by the accrual of future reimbursements of $1.9 million for negotiated discounts related to the professional fee escrow account. (4) Reflects the reinstatement of $3.1 million of accounts payable included within Liabilities subject to compromise to be satisfied in the ordinary course of business. (5) Reflects the reduction of accrued expenses related to the $21.2 million of professional fees paid directly, $9.3 million of professional fees paid through the Professional Fee Escrow Account and other accrued expense items. Additionally, the Company reinstated accrued expenses included within Liabilities subject to compromise to be satisfied in the ordinary course of business. (In thousands) Reinstatement of accrued expenses $ 551 Payment of professional fees (21,177 ) Payment of professional fees through the escrow account (9,260 ) Impact on other accrued expenses (2,364 ) Net impact on Accrued expenses $ (32,250 ) (6) Reflects the write-off of the DIP facility accrued interest associated with the DIP facility fees paid at emergence. (7) As part of the Plan of Reorganization, the Bankruptcy Court approved the settlement of claims reported within Liabilities subject to compromise in the Company's Consolidated balance sheet at their respective allowed claim amounts. (In thousands) Liabilities subject to compromise pre-emergence $ 16,770,266 To be reinstated on the Effective Date: Deferred taxes $ (596,850 ) Accrued expenses (551 ) Accounts payable (3,061 ) Finance leases and other debt (16,867 ) (a) Current operating lease liabilities (31,845 ) Noncurrent operating lease liabilities (398,154 ) Other long-term liabilities (14,518 ) (b) Total liabilities reinstated $ (1,061,846 ) Less amounts settled per the Plan of Reorganization Issuance of new debt $ (5,750,000 ) Payments to cure contracts (15,763 ) Payments for settlement of general unsecured claims from escrow account (5,822 ) Payments for fully secured and other claim classes at emergence (1,990 ) Equity issued at emergence to creditors in settlement of Liabilities subject to Compromise (2,742,471 ) Total amounts settled (8,516,046 ) Gain on settlement of Liabilities Subject to Compromise $ 7,192,374 (a) Includes finance lease liabilities and other debt of $6.6 million and $10.3 million classified as current and long-term debt, respectively. (b) Reinstatement of Other long-term liabilities were as follows: (In thousands) Reinstatement of long-term asset retirement obligations $ 3,527 Reinstatement of non-qualified deferred compensation plan 10,991 Total reinstated Other long-term liabilities $ 14,518 (8) The exit financing consists of the New Term Loan Facility of approximately $3.5 billion and New Senior Secured Notes totaling $800 million , both maturing seven years from the date of issuance, New Senior Unsecured Notes totaling $1.45 billion , maturing eight years from the date of issuance, and a $450 million New ABL Facility with no amount drawn at emergence, which matures on June 14, 2023. Upon Emergence, the Company paid cash of $1.8 million to settle certain creditor claims for which claims were designated to receive term loan facilities pursuant to the Plan. $10.3 million is related to the reinstatement of the Long-term portion of finance leases and other debt as described above. (In thousands) Term Interest Rate Amount Term Loan Facility 7 years Libor + 4.00% $ 3,500,000 Senior Secured Notes 7 years 6.375% 800,000 Senior Unsecured Notes 8 years 8.375% 1,450,000 Asset-based Revolving Credit Facility 4 years Varies (a) — Total Long-Term Debt - Exit Financing $ 5,750,000 Less: Payment of Term Loan Facility to settle certain creditor claims (1,822 ) Net proceeds from exit financing at emergence $ 5,748,178 Long-term portion of finance leases and other debt reinstated 10,338 Net impact on Long-term debt $ 5,758,516 (a) Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (x) a eurocurrency rate or (y) a base rate. The applicable margin for borrowings under the ABL Facility range from 1.25% to 1.75% for eurocurrency borrowings and from 0.25% to 0.75% for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recently delivered borrowing base certificate. (9) Reflects the issuance by iHeart Operations of $60.0 million in aggregate liquidation preference of its Series A Perpetual Preferred Stock, par value $0.001 per share. On May 1, 2029, the shares of the Preferred Stock will be subject to mandatory redemption for $60.0 million in cash, plus any accrued and unpaid dividends, unless waived by the holders of the Preferred Stock. (10) Reflects the reinstatement of deferred tax liabilities included within Liabilities subject to compromise of $596.9 million , offset by an adjustment to net deferred tax liabilities of $21.5 million . Upon emergence from bankruptcy proceedings under Chapter 11 of the Bankruptcy Code, iHeartMedia’s federal and state net operating loss carryforwards are expected to be reduced in accordance with Section 108 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), due to cancellation of debt income, which is excluded from U.S. federal taxable income. The estimated remaining deferred tax assets attributed federal and state net operating loss carryforwards upon emergence totaled $114.9 million . The adjustments reflect a reduction in deferred tax assets for federal and state net operating loss carryforwards as described above, a reduction in deferred tax liabilities attributed to long-term debt as a result of the restructuring of our indebtedness upon Emergence and a reduction in valuation allowance. (11) Reflects the reinstatement of Other long-term liabilities from Liabilities subject to compromise, offset by the reduction of liabilities for unrecognized tax benefits classified as Other long-term liabilities that were discharged and effectively settled upon Emergence. (In thousands) Reinstatement of long-term asset retirement obligations $ 3,527 Reinstatement of non-qualified pension plan 10,991 Reduction of liabilities for unrecognized tax benefits (79,042 ) Net impact to Other long-term liabilities $ (64,524 ) (12) Pursuant to the terms of the Plan of Reorganization, as of the Effective Date, all Predecessor common stock and stock-based compensation awards were canceled without any distribution. As a result of the cancellation, the Company recognized $1.5 million in compensation expense related to the unrecognized portion of share-based compensation as of the Effective Date. (13) Reflects the issuance of Successor Company equity, including the issuance of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock in exchange for claims against or interests in iHeartMedia pursuant to the Plan of Reorganization. (In thousands) Equity issued to Class 9 Claim holders (prior equity holders) $ 27,701 Equity issued to creditors in settlement of Liabilities subject to compromise 2,742,471 Total Equity issued at emergence $ 2,770,172 (14) The table reflects the cumulative impact of the reorganization adjustments discussed above: (In thousands) Gain on settlement of Liabilities subject to compromise $ 7,192,374 Payment of professional fees upon emergence (11,509 ) Payment of success fees upon emergence (86,065 ) Cancellation of unvested stock-based compensation awards (1,530 ) Cancellation of Predecessor prepaid director and officer insurance policy (2,331 ) Write-off of debt issuance and Mandatorily Redeemable Preferred Stock costs incurred at Emergence (8,726 ) Total Reorganization items, net $ 7,082,213 Income tax benefit $ 102,914 Cancellation of Predecessor Equity 2,074,190 (a) Issuance of Successor Equity to prior equity holders (27,701 ) Net Impact on Accumulated deficit $ 9,231,616 (a) This value is reflective of Predecessor common stock, Additional paid in capital and the recognition of $1.5 million in compensation expense related to the unrecognized portion of share-based compensation, less Treasury stock. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following shows the revenue, income (loss) from discontinued operations and gain (loss) on disposal of the Predecessor Company's discontinued operations for the periods presented: (In thousands) Predecessor Company Period from April 1, 2019 through May 1, Three Months Ended June 30, Period from January 1, 2019 through May 1, Six Months Ended June 30, 2019 2018 2019 2018 Revenue $ 217,450 $ 711,980 $ 804,566 $ 1,310,378 Loss from discontinued operations before income taxes $ (21,684 ) $ (28,476 ) $ (133,475 ) $ (107,357 ) Income tax benefit (expense) 50,830 (4,753 ) (6,933 ) (50,120 ) Income (loss) from discontinued operations, net of taxes $ 29,146 $ (33,229 ) $ (140,408 ) $ (157,477 ) Gain (loss) on disposals before income taxes $ 1,825,531 $ — $ 1,825,531 $ — Income tax benefit (expense) — — — — Gain (loss) on disposals, net of taxes $ 1,825,531 $ — $ 1,825,531 $ — Income (loss) from discontinued operations, net of taxes $ 1,854,677 $ (33,229 ) $ 1,685,123 $ (157,477 ) Balance Sheet Information The following table shows the classes of assets and liabilities classified as discontinued operations for the Predecessor Company as of December 31, 2018: (In thousands) Predecessor Company December 31, CURRENT ASSETS Cash and cash equivalents $ 182,456 Accounts receivable 706,309 Prepaid expenses 95,734 Other current assets 31,301 Current assets of discontinued operations $ 1,015,800 LONG-TERM ASSETS Structures, net $ 1,053,016 Property, plant and equipment, net 235,922 Indefinite-lived intangibles - permits 971,163 Other intangibles, net 252,862 Goodwill 706,003 Other assets 132,504 Long-term assets of discontinued operations $ 3,351,470 CURRENT LIABILITIES Accounts payable $ 113,714 Accrued expenses 528,482 Accrued interest 2,341 Deferred income 85,052 Current portion of long-term debt 227 Current liabilities of discontinued operations $ 729,816 LONG-TERM LIABILITIES Long-term debt $ 5,277,108 Deferred income taxes 335,015 Other long-term liabilities 260,150 Long-term liabilities of discontinued operations $ 5,872,273 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table shows revenue streams for the Successor Company for the Period from May 2, 2019 through June 30, 2019: Successor Company (In thousands) Audio Audio and Media Services Eliminations Consolidated Period from May 2, 2019 through June 30, 2019 Revenue from contracts with customers: Broadcast Radio (1) $ 390,540 $ — $ — $ 390,540 Digital (2) 64,238 — (132 ) 64,106 Networks (3) 105,426 — — 105,426 Sponsorship and Events (4) 31,790 — — 31,790 Audio and Media Services (5) — 40,537 (989 ) 39,548 Other (6) 3,957 — — 3,957 Total 595,951 40,537 (1,121 ) 635,367 Revenue from leases (7) 279 — — 279 Revenue, total $ 596,230 $ 40,537 $ (1,121 ) $ 635,646 (1) Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations. (2) Digital revenue is generated through the sale of streaming and display advertisements on digital platforms, subscriptions to iHeartRadio streaming services, podcasting and the dissemination of other digital content. (3) Networks revenue is generated through the sale of advertising on the Company’s Premiere and Total Traffic & Weather network programs and through the syndication of network programming to other media companies. (4) Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent. (5) Audio and media services revenue is generated by services provided to broadcast industry participants through the Company’s Katz Media Group and Radio Computing Services (“RCS”) businesses. As a media representation firm, Katz Media Group generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast and webcast software and technology and services to radio stations, television music channels, cable companies, satellite music networks and Internet stations worldwide. (6) Other revenue represents fees earned for miscellaneous services, including on-site promotions, activations, and local marketing agreements. (7) Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases. The following table shows revenue streams from continuing operations for the Predecessor Company. The presentation of amounts in the Predecessor periods has been revised to conform to the Successor period presentation. Predecessor Company (In thousands) Audio (1) Audio and Media Services (1) Eliminations Consolidated Period from April 1, 2019 through May 1, 2019 Revenue from contracts with customers: Broadcast Radio $ 170,632 $ — $ — $ 170,632 Digital 26,840 — (56 ) 26,784 Networks 50,889 — — 50,889 Sponsorship and Events 10,617 — — 10,617 Audio and Media Services — 17,970 (701 ) 17,269 Other 1,197 — — 1,197 Total 260,175 17,970 (757 ) 277,388 Revenue from leases 286 — — 286 Revenue, total $ 260,461 $ 17,970 $ (757 ) $ 277,674 Three Months Ended June 30, 2018 Revenue from contracts with customers: Broadcast Radio $ 568,968 $ — $ — $ 568,968 Digital 68,574 — — 68,574 Networks 146,981 — — 146,981 Sponsorship and Events 41,256 — — 41,256 Audio and Media Services — 61,417 (1,601 ) 59,816 Other 5,537 — — 5,537 Total 831,316 61,417 (1,601 ) 891,132 Revenue from leases 632 — — 632 Revenue, total $ 831,948 $ 61,417 $ (1,601 ) $ 891,764 Period from January 1, 2019 through May 1, 2019 Revenue from contracts with customers: Broadcast Radio $ 657,864 $ — $ — $ 657,864 Digital 102,789 — (223 ) 102,566 Networks 189,088 — — 189,088 Sponsorship and Events 50,330 — — 50,330 Audio and Media Services — 69,362 (2,345 ) 67,017 Other 5,910 — — 5,910 Total 1,005,981 69,362 (2,568 ) 1,072,775 Revenue from leases 696 — — 696 Revenue, total $ 1,006,677 $ 69,362 $ (2,568 ) $ 1,073,471 Six Months Ended June 30, 2018 Revenue from contracts with customers: Broadcast Radio $ 1,059,111 $ — $ — $ 1,059,111 Digital 127,941 — — 127,941 Networks 279,032 — — 279,032 Sponsorship and Events 79,148 — — 79,148 Audio and Media Services — 110,759 (3,273 ) 107,486 Other 10,296 10,296 Total 1,555,528 110,759 (3,273 ) 1,663,014 Revenue from leases 1,522 — — 1,522 Revenue, total $ 1,557,050 $ 110,759 $ (3,273 ) $ 1,664,536 (1) Due to a re-evaluation of the Company’s internal segment reporting upon the effectiveness of the Plan of Reorganization, the Company’s RCS business is included in the Audio & Media Services results for all periods presented. See Note 1 for further information. |
Barter And Trade Revenues And Expenses | Trade and barter revenues and expenses from continuing operations, which are included in consolidated revenue and selling, general and administrative expenses, respectively, were as follows: Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from April 1, 2019 through May 1, Three Months Ended June 30, (In thousands) 2019 2019 2018 Trade and barter revenues $ 29,699 $ 10,349 $ 35,992 Trade and barter expenses 28,023 8,474 31,688 Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from January 1, 2019 through May 1, Six Months Ended June 30, (In thousands) 2019 2019 2018 Trade and barter revenues $ 29,699 $ 65,934 $ 89,938 Trade and barter expenses 28,023 58,330 96,220 |
Summary of Contract with Customer, Asset and Liability | The following tables show the Company’s deferred revenue balance from contracts with customers, excluding discontinued operations: Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from April 1, 2019 through May 1, Three Months Ended June 30, (In thousands) 2019 2019 2018 Deferred revenue from contracts with customers: Beginning balance (1) $ 151,773 $ 155,114 $ 166,429 Revenue recognized, included in beginning balance (59,018 ) (43,172 ) (59,450 ) Additions, net of revenue recognized during period, and other 66,997 39,533 53,390 Ending balance 159,752 $ 151,475 $ 160,369 Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from January 1, 2019 through May 1, Six Months Ended June 30, (In thousands) 2019 2019 2018 Deferred revenue from contracts with customers: Beginning balance (1) $ 151,773 $ 148,720 $ 155,228 Revenue recognized, included in beginning balance (59,018 ) (76,473 ) (82,215 ) Additions, net of revenue recognized during period, and other 66,997 79,228 87,356 Ending balance $ 159,752 $ 151,475 $ 160,369 (1) Deferred revenue from contracts with customers, which excludes other sources of deferred revenue that are not related to contracts with customers, is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized. As described in Note 3, as part of the fresh start accounting adjustments on May 1, 2019, deferred revenue from contracts with customers was adjusted to its estimated fair value. |
Schedule of Future Lease Payments to Be Received | As of June 30, 2019 , the future lease payments to be received by the Successor Company are as follows: (In thousands) 2019 $ 556 2020 1,028 2021 959 2022 700 2023 656 Thereafter 10,602 Total $ 14,501 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The following tables provide the components of lease expense included within the Consolidated Statement of Comprehensive Income (Loss) for the Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor): Successor Company Predecessor Company (In thousands) Period from May 2, 2019 through June 30, 2019 Period from April 1, 2019 through May 1, 2019 Operating lease expense $ 25,439 $ 11,302 Variable lease expense $ 3,447 $ 150 Successor Company Predecessor Company (In thousands) Period from May 2, 2019 through June 30, 2019 Period from January 1, 2019 through May 1, 2019 Operating lease expense $ 25,439 $ 44,667 Variable lease expense $ 3,447 $ 476 The following table provides the weighted average remaining lease term and the weighted average discount rate for the Company's leases as of June 30, 2019 (Successor): June 30, Operating lease weighted average remaining lease term (in years) 14.0 Operating lease weighted average discount rate 6.54 % |
Lessee, Operating Lease, Liability, Maturity | As of June 30, 2019 (Successor), the Company’s future maturities of operating lease liabilities were as follows: (In thousands) 2019 $ 60,870 2020 136,837 2021 126,445 2022 119,453 2023 106,385 Thereafter 841,655 Total lease payments $ 1,391,645 Less: Effect of discounting 508,729 Total operating lease liability $ 882,916 |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental cash flow information related to leases for the Period from May 2, 2019 through June 30, 2019 (Successor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor): Successor Company Predecessor Company (In thousands) Period from May 2, 2019 through June 30, 2019 Period from January 1, 2019 through May 1, 2019 Cash paid for amounts included in measurement of operating lease liabilities $ 23,400 $ 44,888 Lease liabilities arising from obtaining right-of-use assets (1) $ 3,194 $ 913,598 (1) Lease liabilities from obtaining right-of-use assets include transition liabilities upon adoption of ASC 842, as well as new leases entered into during Period from May 2, 2019 through June 30, 2019 (Successor), Period from April 1, 2019 through May 1, 2019 (Predecessor) and the Period from January 1, 2019 through May 1, 2019 (Predecessor). Upon adoption of fresh start accounting upon Emergence from the Chapter 11 Cases, the Company increased its operating lease obligation by $459.0 million to reflect its operating lease obligation as estimated fair value (see Note 3 - Fresh Start Accounting). |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 (Successor) and December 31, 2018 (Predecessor), respectively: (In thousands) Successor Company Predecessor Company June 30, December 31, Land, buildings and improvements $ 375,661 $ 427,501 Towers, transmitters and studio equipment 152,274 365,991 Furniture and other equipment 280,726 591,601 Construction in progress 42,429 43,809 851,090 1,428,902 Less: accumulated depreciation 16,858 926,700 Property, plant and equipment, net $ 834,232 $ 502,202 |
Schedule of Gross Carrying Amount and Accumulated Amortization for Other Intangible Assets | The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of June 30, 2019 (Successor) and December 31, 2018 (Predecessor), respectively: (In thousands) Successor Company Predecessor Company June 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer / advertiser relationships 1,645,880 (29,095 ) 1,326,636 (1,278,885 ) Talent contracts 373,000 (8,240 ) 164,933 (148,578 ) Trademarks and tradenames 321,977 (4,977 ) — — Other 7,057 (195 ) 376,978 (240,662 ) Total $ 2,347,914 $ (42,507 ) $ 1,868,547 $ (1,668,125 ) |
Schedule of Future Amortization Expense | 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) 2020 $ 21,253 2021 20,456 2022 19,234 2023 19,062 2024 17,978 |
Schedule of Changes In Carrying Amount Of Goodwill | The following table presents the changes in the carrying amount of goodwill: (In thousands) Consolidated Balance as of December 31, 2017 (Predecessor) $ 3,337,039 Acquisitions 77,320 Dispositions (1,606 ) Balance as of December 31, 2018 (Predecessor) $ 3,412,753 Acquisitions 2,767 Foreign currency (28 ) Balance as of May 1, 2019 $ 3,415,492 Impact of fresh start accounting (92,127 ) Balance as of May 2, 2019 (Successor) $ 3,323,365 Acquisitions 4,637 Dispositions (4,834 ) Foreign currency 39 Balance as of June 30, 2019 (Successor) $ 3,323,207 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Outstanding | Long-term debt outstanding as of June 30, 2019 (Successor) and December 31, 2018 (Predecessor) consisted of the following: (In thousands) Successor Company Predecessor Company June 30, December 31, Term Loan Facility due 2026 (1) $ 3,498,178 $ — Debtors-in-Possession Facility (2) — — Asset-based Revolving Credit Facility due 2023 (2) — — 6.375% Senior Secured Notes due 2026 800,000 — Other secured subsidiary debt (3) 4,416 — Total consolidated secured debt 4,302,594 — 8.375% Senior Unsecured Notes due 2027 1,450,000 — Other subsidiary debt 57,909 46,105 Long-term debt, net subject to compromise (4) — 15,149,477 Total debt, prior to reclassification to Liabilities subject to compromise 5,810,503 15,195,582 Less: Current portion 53,406 46,105 Less: Amounts reclassified to Liabilities subject to compromise — 15,149,477 Total long-term debt $ 5,757,097 $ — (1) On August 7, 2019, iHeartCommunications issued $750.0 million of 5.25% Senior Secured Notes due 2027 (the “New Senior Secured Notes”), the proceeds of which were used, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the Term Loan Facility, plus $0.8 million of accrued and unpaid interest to, but not including, the date of prepayment. (2) The Debtors-in-Possession Facility (the "DIP Facility"), which terminated with the emergence from the Chapter 11 Cases, provided for borrowings of up to $450.0 million . On the Effective Date, the DIP Facility was repaid and canceled and the Successor Company entered into the ABL Facility. As of June 30, 2019 , the Successor Company had a facility size of $450.0 million under iHeartCommunications' ABL Facility, had no outstanding borrowings and had $59.2 million of outstanding letters of credit, resulting in $390.8 million of excess availability. (3) Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2019 through 2045. (4) In connection with the Company's Chapter 11 Cases, the $6,300.0 million outstanding under the Senior Secured Credit Facilities, the $1,999.8 million outstanding under the 9.0% Priority Guarantee Notes due 2019, the $1,750.0 million outstanding under the 9.0% Priority Guarantee Notes due 2021, the $870.5 million of 11.25% Priority Guarantee Notes due 2021, the $1,000.0 million outstanding under the 9.0% Priority Guarantee Notes due 2022, the $950.0 million outstanding under the 10.625% Priority Guarantee Notes due 2023, $6.0 million outstanding Other Secured Subsidiary debt, the $1,781.6 million outstanding under the 14.0% Senior Notes due 2021, the $475.0 million outstanding under the Legacy Notes and $10.8 million outstanding Other Subsidiary Debt were reclassified to Liabilities subject to compromise in the Company's Consolidated Balance Sheet as of the Petition Date. As of the Petition Date, the Company ceased making principal and interest payments, and ceased accruing interest expense in relation to long-term debt reclassified as Liabilities subject to compromise during the Predecessor period. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The Company’s income tax expense for the Period from May 2, 2019 through June 30, 2019 (Successor), the Period from April 1, 2019 through May 1, 2019 (Predecessor), the three months ended June 30, 2018 (Predecessor), the Period from January 1, 2019 through May 1, 2019 (Predecessor) and the six months ended June 30, 2018 (Predecessor), respectively, consisted of the following components: (In thousands) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from April 1, 2019 through May 1, Three Months Ended June 30, 2019 2019 2018 Current tax benefit (expense) $ (2,947 ) $ 6,950 $ (30,354 ) Deferred tax expense (13,056 ) (107,239 ) (111,678 ) Income tax expense $ (16,003 ) $ (100,289 ) $ (142,032 ) (In thousands) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from January 1, 2019 through May 1, Six Months Ended June 30, 2019 2019 2018 Current tax benefit (expense) $ (2,947 ) $ 76,744 $ (6,570 ) Deferred tax benefit (expense) (13,056 ) (115,839 ) 27,271 Income tax benefit (expense) $ (16,003 ) $ (39,095 ) $ 20,701 |
STOCKHOLDER'S EQUITY (DEFICIT)
STOCKHOLDER'S EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Stock by Class | The following table presents the balances of the Company's Class A, Class B, Class C and Class D Common Stock as of June 30, 2019 and December 31, 2018 are as below: (In thousands, except share and per share data) Successor Company Predecessor Company June 30, December 31, (Unaudited) Predecessor Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, no shares issued in 2019 and 32,292,944 shares issued in 2018 — 32 Predecessor Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, no shares issued in 2019 and 555,556 shares issued in 2018 — 1 Predecessor Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, no shares issued in 2019 and 58,967,502 shares issued in 2018 — 59 Predecessor Class D Common Stock, par value $.001 per share, authorized 200,000,000 shares, no shares issued in 2019 and 2018 — — |
Computation of Income (Loss) Per Share | Computation of Income (Loss) per Share (In thousands, except per share data) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from April 1, 2019 through May 1, Three Months Ended June 30, 2019 2019 2018 NUMERATOR: Net loss attributable to the Company – common shares $ 38,793 $ 11,298,524 $ (69,899 ) Less: Non-controlling interest from discontinued operations, net of tax - common shares $ — $ (2,190 ) $ (3,609 ) Income (loss) from discontinued operations, net of tax — 1,854,677 (33,229 ) Total income (loss) from discontinued operations, net of tax - common shares $ — $ 1,852,487 $ (36,838 ) Income (loss) from continuing operations $ 38,793 $ 9,446,037 $ (33,061 ) DENOMINATOR (1) : Weighted average common shares outstanding - basic 145,275 85,652 85,280 Stock options and restricted stock (2) : 23 — — Weighted average common shares outstanding - diluted 145,298 85,652 85,280 Net loss attributable to the Company per common share: From continuing operations - Basic $ 0.27 $ 110.28 $ (0.39 ) From discontinued operations - Basic $ — $ 21.63 $ (0.43 ) From continuing operations - Diluted $ 0.27 $ 110.28 $ (0.39 ) From discontinued operations - Diluted $ — $ 21.63 $ (0.43 ) (In thousands, except per share data) Successor Company Predecessor Company Period from May 2, 2019 through June 30, Period from January 1, 2019 through May 1, Six Months Ended 2019 2019 2018 NUMERATOR: Net loss attributable to the Company – common shares $ 38,793 $ 11,184,141 $ (486,893 ) Less: Non-controlling interest from discontinued operations, net of tax - common shares $ — $ 19,028 $ 12,437 Income (loss) from discontinued operations, net of tax — 1,685,123 (157,477 ) Total income (loss) from discontinued operations, net of tax - common shares $ — $ 1,704,151 $ (145,040 ) Income (loss) from continuing operations $ 38,793 $ 9,479,990 $ (341,853 ) DENOMINATOR (1) : Weighted average common shares outstanding - basic 145,275 86,241 85,248 Stock options and restricted stock (2) : 23 — — Weighted average common shares outstanding - diluted 145,298 86,241 85,248 Net loss attributable to the Company per common share: From continuing operations - Basic $ 0.27 $ 109.92 $ (4.01 ) From discontinued operations - Basic $ — $ 19.76 $ (1.70 ) From continuing operations - Diluted $ 0.27 $ 109.92 $ (4.01 ) From discontinued operations - Diluted $ — $ 19.76 $ (1.70 ) (1) The 81,453,648 Special Warrants issued at Emergence are included in both the basic and diluted weighted average common shares outstanding of the Successor Company for the Period from May 2, 2019 through June 30, 2019. (2) Outstanding equity awards of 1.3 million for the Successor Company for the Period from May 2, 2019 through June 30, 2019 were not included in the computation of diluted earnings per share because to do so would have been antidilutive. Outstanding equity awards of 5.9 million , 8.0 million , 5.9 million and 8.0 million of the Predecessor Company for the Period from April 1, 2019 through May 1, 2019, the three months ended June 30, 2018 , the Period from January 1, 2019 through May 1, 2019 and the six months ended June 30, 2018 respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive. |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Results | The following table presents the Company's segment results for the Successor Company for the Period from May 2, 2019 through June 30, 2019 : Successor Company (In thousands) Audio Audio & Media Services Corporate and other reconciling items Eliminations Consolidated Period from May 2, 2019 through June 30, 2019 Revenue $ 596,230 $ 40,537 $ — $ (1,121 ) $ 635,646 Direct operating expenses 179,471 4,872 — (52 ) 184,291 Selling, general and administrative expenses 206,006 22,195 — (1,061 ) 227,140 Corporate expenses — — 34,398 (8 ) 34,390 Depreciation and amortization 54,577 3,619 1,187 — 59,383 Other operating expense, net — — 3,246 — 3,246 Operating income (loss) $ 156,176 $ 9,851 $ (32,339 ) $ — $ 133,688 Intersegment revenues $ 112 $ 1,009 $ — $ — $ 1,121 Capital expenditures $ 13,554 $ 830 $ 3,051 $ — $ 17,435 Share-based compensation expense $ — $ — $ 3,039 $ — $ 3,039 Predecessor Company (In thousands) Audio Audio and Media Services Corporate and other reconciling items Eliminations Consolidated Period from April 1, 2019 through May 1, 2019 Revenue $ 260,461 $ 17,970 $ — $ (757 ) $ 277,674 Direct operating expenses 90,254 2,549 — (222 ) 92,581 Selling, general and administrative expenses 93,880 10,203 — (531 ) 103,552 Corporate expenses 18,983 (4 ) 18,979 Depreciation and amortization 11,682 1,204 1,658 — 14,544 Other operating expense, net — — (127 ) — (127 ) Operating income (loss) $ 64,645 $ 4,014 $ (20,768 ) $ — $ 47,891 Intersegment revenues $ 56 $ 701 $ — $ — $ 757 Capital expenditures $ 11,136 $ 577 $ 1,530 $ — $ 13,243 Share-based compensation expense $ — $ — $ 105 $ — $ 105 Three Months Ended June 30, 2018 Revenue $ 831,948 $ 61,417 $ — $ (1,601 ) $ 891,764 Direct operating expenses 256,861 6,930 — (39 ) 263,752 Selling, general and administrative expenses 298,644 31,118 — (1,562 ) 328,200 Corporate expenses — — 52,478 — 52,478 Depreciation and amortization 55,245 4,508 5,124 — 64,877 Other operating expense, net — — (1,218 ) — (1,218 ) Operating income (loss) $ 221,198 $ 18,861 $ (58,820 ) $ — $ 181,239 Intersegment revenues $ — $ 1,601 $ — $ — $ 1,601 Capital expenditures $ 14,877 $ 654 $ 1,744 $ — $ 17,275 Share-based compensation expense $ — $ — $ 594 $ — $ 594 Period from January 1, 2019 through May 1, 2019 Revenue $ 1,006,677 $ 69,362 $ — $ (2,568 ) $ 1,073,471 Direct operating expenses 350,501 9,559 — (364 ) 359,696 Selling, general and administrative expenses 396,032 42,497 — (2,184 ) 436,345 Corporate expenses 66,040 (20 ) 66,020 Depreciation and amortization 40,982 5,266 6,586 — 52,834 Impairment charges — — 91,382 — 91,382 Other operating expense, net — — (154 ) — (154 ) Operating income (loss) $ 219,162 $ 12,040 $ (164,162 ) $ — $ 67,040 Intersegment revenues $ 243 $ 2,325 $ — $ — $ 2,568 Capital expenditures $ 31,177 $ 1,263 $ 3,757 $ — $ 36,197 Share-based compensation expense $ — $ — $ 498 $ — $ 498 Six Months Ended June 30, 2018 Revenue $ 1,557,050 $ 110,759 $ — $ (3,273 ) $ 1,664,536 Direct operating expenses 490,802 14,108 — (92 ) 504,818 Selling, general and administrative expenses 614,561 62,898 — (3,167 ) 674,292 Corporate expenses — — 105,390 (14 ) 105,376 Depreciation and amortization 112,294 9,558 10,399 — 132,251 Other operating income, net — — (4,450 ) — (4,450 ) Operating income (loss) $ 339,393 $ 24,195 $ (120,239 ) $ — $ 243,349 Intersegment revenues $ — $ 3,273 $ — $ — $ 3,273 Capital expenditures $ 23,878 $ 770 $ 2,658 $ — $ 27,306 Share-based compensation expense $ — $ — $ 1,172 $ — $ 1,172 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | May 01, 2019 | Apr. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||
Long-term debt | $ 5,810,503,000 | $ 15,195,582,000 | |||||
Cumulative effect from adoption of ASC 842 | $ 128,908,000 | ||||||
Amortization of lease gains | $ 1,300,000 | $ 2,600,000 | |||||
iHeartCommunications, Inc. | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-term debt | $ 5,800,000,000 | $ 16,000,000,000 | |||||
Secured Debt | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-term debt | 4,302,594,000 | ||||||
Secured Debt | Term Loan Facility due 2026 | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-term debt | $ 3,498,178,000 | 3,500,000,000 | |||||
Debt instrument, aggregate principal amount | 3,500,000,000 | ||||||
Stated interest rate | 5.25% | ||||||
Secured Debt | 6.375% Senior Secured Notes due 2026 | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-term debt | $ 800,000,000 | 800,000,000 | |||||
Debt instrument, aggregate principal amount | $ 800,000,000 | ||||||
Stated interest rate | 6.375% | ||||||
Secured Debt | iHeartCommunications, Inc. | Term Loan Facility due 2026 | |||||||
Segment Reporting Information [Line Items] | |||||||
Debt instrument, aggregate principal amount | 3,500,000,000 | ||||||
Senior Notes | iHeartCommunications, Inc. | 8.375% Senior Unsecured Notes due 2027 | |||||||
Segment Reporting Information [Line Items] | |||||||
Debt instrument, aggregate principal amount | $ 1,450,000,000 | ||||||
Stated interest rate | 8.375% | ||||||
Senior Notes | iHeartCommunications, Inc. | 6.375% Senior Secured Notes due 2026 | |||||||
Segment Reporting Information [Line Items] | |||||||
Debt instrument, aggregate principal amount | $ 800,000,000 | ||||||
Stated interest rate | 6.375% | ||||||
Accumulated Deficit | |||||||
Segment Reporting Information [Line Items] | |||||||
Cumulative effect from adoption of ASC 842 | $ 128,908,000 | ||||||
Revolving Credit Facility | Line of Credit | iHeartCommunications, Inc. | ABL Facility | |||||||
Segment Reporting Information [Line Items] | |||||||
Maximum borrowings provided under credit facility | $ 450,000,000 |
BASIS OF PRESENTATION - Reconci
BASIS OF PRESENTATION - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | May 01, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 127,159 | $ 224,037 | |||
Restricted cash included in: | |||||
Other current assets | 11,591 | 3,428 | |||
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows | $ 138,750 | $ 74,009 | 430,334 | $ 311,852 | $ 311,300 |
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows | 227,465 | ||||
CCOH | Other Assets | |||||
Restricted cash included in: | |||||
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows | $ 202,900 |
EMERGENCE FROM VOLUNTARY REOR_2
EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS (Details) - USD ($) | May 01, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Number of securities called by warrants or rights (in shares) | 81,453,648 | |||
New equity (as a percent) | 99.10% | |||
Pro rata share of interests (as a percent) | 100.00% | |||
Funding of guarantor general unsecured claims, settled in cash (as a percent) | 14.44% | |||
Pro rata share of new common stock (as a percent) | 1.00% | |||
Pro rata share of new common stock, distributed to legacy notes holders (as a percent) | 0.10% | |||
Funding of the Guarantor General Unsecured Recovery Cash Pool | $ 17,500,000 | |||
iHeartCommunications, Inc. | ||||
Debt Instrument [Line Items] | ||||
Debtor reorganization items, discharge of debt | 16,000,000,000 | |||
iHeart Operations, Inc. | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of preferred stock | 60,000,000 | |||
CCOH | ||||
Debt Instrument [Line Items] | ||||
Total settlement amount paid | 115,800,000 | |||
CCOH | iHeartCommunications, Inc. | ||||
Debt Instrument [Line Items] | ||||
Payment of intercompany note | 149,000,000 | |||
iHeartCommunications, Inc. | CCOH | ||||
Debt Instrument [Line Items] | ||||
Post-petition intercompany balance, net | 33,200,000 | |||
Term Loan Facility due 2026 | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 3,500,000,000 | |||
Stated interest rate | 5.25% | |||
9.0% Priority Guarantee Notes Due 2021 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 9.00% | 9.00% | ||
11.25% Priority Guarantee Notes Due 2021 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 11.25% | 11.25% | ||
Asset-based Revolving Credit Facility due 2023 | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowings provided under credit facility | $ 450,000,000 | |||
Revolving Loan Agreement | CCOH | iHeartCommunications, Inc. | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowings provided under credit facility | $ 200,000,000 | |||
6.375% Senior Secured Notes due 2026 | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 800,000,000 | |||
Stated interest rate | 6.375% | |||
8.375% Senior Unsecured Notes due 2027 | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 1,450,000,000 | |||
Stated interest rate | 8.375% | 8.375% | ||
Class A Shares | ||||
Debt Instrument [Line Items] | ||||
Common stock, shares issued (in shares) | 56,861,941 | 56,873,782 | 32,292,944 | |
Class B Shares | ||||
Debt Instrument [Line Items] | ||||
Common stock, shares issued (in shares) | 6,947,567 | 6,947,567 | 555,556 | |
Management And Service Providers | Post Emergence Equity Plan | Class A Shares | Common Shares | ||||
Debt Instrument [Line Items] | ||||
Number of shares authorized (in shares) | 12,770,387 | |||
Number of shares authorized, fully diluted and distributed (as a percent) | 8.00% | |||
Director | Post Emergence Equity Plan | Class A Shares | Common Shares | ||||
Debt Instrument [Line Items] | ||||
Number of shares authorized (in shares) | 1,596,298 | |||
Number of shares authorized, fully diluted and distributed (as a percent) | 1.00% | |||
Revolving Credit Facility | Asset-based Revolving Credit Facility due 2023 | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowings provided under credit facility | $ 450,000,000 | |||
Revolving Credit Facility | Subsidiary | Asset-based Revolving Credit Facility due 2023 | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowings provided under credit facility | $ 450,000,000 | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Funding of guarantor general unsecured claims (as a percent) | 45.00% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Funding of guarantor general unsecured claims (as a percent) | 55.00% |
FRESH START ACCOUNTING - Reorga
FRESH START ACCOUNTING - Reorganization Value (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | May 01, 2019 | Jun. 30, 2019 |
Fresh-Start Adjustment [Line Items] | ||
Enterprise Value | $ 8,750,000 | $ 8,750,000 |
Cash and cash equivalents | 63,142 | |
Debt issued upon emergence | (5,748,178) | |
Finance leases and short-term notes | (61,939) | |
Mandatorily Redeemable Preferred Stock | (60,000) | |
Changes in deferred tax liabilities | (163,910) | |
Noncontrolling interest | (8,943) | |
Implied value of Successor common stock | $ 2,770,172 | |
Shares issued upon emergence (in shares) | 145,263 | |
Per share value (in dollars per share) | $ 19.07 | |
Current liabilities (excluding Current portion of long-term debt) | $ 426,944 | |
Deferred tax liability | 596,850 | |
Other long-term liabilities | 54,393 | |
Noncurrent operating lease liabilities | $ 818,879 | |
Minimum | ||
Fresh-Start Adjustment [Line Items] | ||
Enterprise Value | 8,000,000 | |
Maximum | ||
Fresh-Start Adjustment [Line Items] | ||
Enterprise Value | $ 9,500,000 |
FRESH START ACCOUNTING - Schedu
FRESH START ACCOUNTING - Schedule of Fresh Start Adjustments to the Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | May 01, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 175,811 | |
Fresh-Start Adjustment, Increase (Decrease), Assets [Abstract] | ||
Accounts receivable, net | (10,810) | |
Indefinite-lived intangibles - licenses | 2,195,984 | |
Other intangibles, net | 6,808 | |
Impact of fresh start accounting | (92,127) | |
Operating lease right-of-use assets | $ 541,200 | 554,278 |
Other assets | (54,683) | |
Fresh-Start Adjustment, Increase (Decrease), Liabilities and Stockholders' Equity [Abstract] | ||
Accrued expenses | (2,328) | |
Long-term debt | 1,546 | |
Other long-term liabilities | 2,164 | |
Noncontrolling interest | (8,558) | |
Accumulated other comprehensive loss | (14,175) | |
CURRENT ASSETS | ||
Cash and cash equivalents | 63,142 | |
Accounts receivable, net | 737,516 | |
Prepaid expenses | 102,456 | |
Other current assets | 29,165 | |
Total Current Assets | 932,279 | |
PROPERTY, PLANT AND EQUIPMENT | ||
Property, plant and equipment, net | 832,992 | |
INTANGIBLE ASSETS AND GOODWILL | ||
Indefinite-lived intangibles - licenses | 2,281,720 | |
Other intangibles, net | 2,345,406 | |
Goodwill | 3,323,365 | |
OTHER ASSETS | ||
Operating lease right-of-use assets | 910,104 | |
Other assets | 84,342 | |
Long-term assets of discontinued operations | 0 | |
Total Assets | 10,710,208 | |
CURRENT LIABILITIES | ||
Accounts payable | 44,908 | |
Current operating lease liabilities | 71,407 | |
Accrued expenses | 178,963 | |
Accrued interest | 0 | |
Deferred revenue | 131,666 | |
Current portion of long-term debt | 53,187 | |
Current liabilities of discontinued operations | 0 | |
Total Current Liabilities | 480,131 | |
Long-term debt | 5,756,930 | |
Series A Mandatorily Redeemable Preferred Stock | 60,000 | |
Noncurrent operating lease liabilities | 818,879 | |
Deferred income taxes | 760,760 | |
Other long-term liabilities | 54,393 | |
Liabilities subject to compromise | 0 | |
Long-term liabilities of discontinued operations | 0 | |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Noncontrolling interest | 8,943 | |
Successor additional paid-in capital | 2,770,108 | |
Total Stockholders' Equity (Deficit) | 2,779,115 | |
Total Liabilities and Stockholders' Equity (Deficit) | 10,710,208 | |
Fresh Start Adjustments | ||
Fresh-Start Adjustment, Increase (Decrease), Assets [Abstract] | ||
Accounts receivable, net | (10,810) | |
Prepaid expenses | (24,642) | |
Other current assets | (1,668) | |
Total Current Assets | (37,120) | |
Property, plant and equipment, net | 333,991 | |
Indefinite-lived intangibles - licenses | (44,906) | |
Other intangibles, net | 2,240,890 | |
Impact of fresh start accounting | (92,127) | |
Operating lease right-of-use assets | 554,278 | |
Other assets | (54,683) | |
Total Assets | 2,900,323 | |
Fresh-Start Adjustment, Increase (Decrease), Liabilities and Stockholders' Equity [Abstract] | ||
Current operating lease liabilities | 39,092 | |
Accrued expenses | 2,328 | |
Deferred revenue | 3,214 | |
Current portion of long-term debt | 40 | |
Total Current Liabilities | 44,674 | |
Long-term debt | (1,586) | |
Noncurrent operating lease liabilities | 419,897 | |
Deferred income taxes | 185,419 | |
Other long-term liabilities | (2,164) | |
Noncontrolling interest | 8,558 | |
Accumulated deficit | 2,231,350 | |
Accumulated other comprehensive loss | 14,175 | |
Total Stockholders' Equity (Deficit) | 2,254,083 | |
Total Liabilities and Stockholders' Equity (Deficit) | 2,900,323 | |
Predecessor | ||
CURRENT ASSETS | ||
Cash and cash equivalents | 175,811 | |
Accounts receivable, net | 748,326 | |
Prepaid expenses | 127,098 | |
Other current assets | 22,708 | |
Current assets of discontinued operations | 1,000,753 | |
Total Current Assets | 2,074,696 | |
PROPERTY, PLANT AND EQUIPMENT | ||
Property, plant and equipment, net | 499,001 | |
INTANGIBLE ASSETS AND GOODWILL | ||
Indefinite-lived intangibles - licenses | 2,326,626 | |
Other intangibles, net | 104,516 | |
Goodwill | 3,415,492 | |
OTHER ASSETS | ||
Operating lease right-of-use assets | 355,826 | |
Other assets | 139,409 | |
Long-term assets of discontinued operations | 5,351,513 | |
Total Assets | 14,267,079 | |
CURRENT LIABILITIES | ||
Accounts payable | 41,847 | |
Current operating lease liabilities | 470 | |
Accrued interest | 462 | |
Accrued expenses | 208,885 | |
Deferred revenue | 128,452 | |
Current portion of long-term debt | 46,618 | |
Current liabilities of discontinued operations | 999,778 | |
Total Current Liabilities | 1,426,512 | |
Noncurrent operating lease liabilities | 828 | |
Deferred income taxes | 0 | |
Other long-term liabilities | 121,081 | |
Liabilities subject to compromise | 16,770,266 | |
Long-term liabilities of discontinued operations | 7,472,633 | |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Noncontrolling interest | 13,584 | |
Predecessor common stock | 92 | |
Predecessor additional paid-in capital | 2,075,130 | |
Accumulated deficit | (13,288,497) | |
Accumulated other comprehensive loss | (321,988) | |
Cost of share held in treasury | (2,562) | |
Total Stockholders' Equity (Deficit) | (11,524,241) | |
Total Liabilities and Stockholders' Equity (Deficit) | 14,267,079 | |
Separation of CCOH Adjustments | ||
CURRENT ASSETS | ||
Current assets of discontinued operations | (1,000,753) | |
Total Current Assets | (1,000,753) | |
OTHER ASSETS | ||
Long-term assets of discontinued operations | (5,351,513) | |
Total Assets | (6,352,266) | |
CURRENT LIABILITIES | ||
Current liabilities of discontinued operations | (999,778) | |
Total Current Liabilities | (999,778) | |
Long-term liabilities of discontinued operations | (7,472,633) | |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Noncontrolling interest | (13,199) | |
Accumulated deficit | 1,825,531 | |
Accumulated other comprehensive loss | 307,813 | |
Total Stockholders' Equity (Deficit) | 2,120,145 | |
Total Liabilities and Stockholders' Equity (Deficit) | (6,352,266) | |
Reorganization Adjustments | ||
CURRENT ASSETS | ||
Cash and cash equivalents | (112,669) | |
Other current assets | 8,125 | |
Total Current Assets | (104,544) | |
OTHER ASSETS | ||
Other assets | (384) | |
Total Assets | (104,928) | |
CURRENT LIABILITIES | ||
Accounts payable | 3,061 | |
Current operating lease liabilities | 31,845 | |
Accrued interest | (462) | |
Accrued expenses | (32,250) | |
Current portion of long-term debt | 6,529 | |
Total Current Liabilities | 8,723 | |
Long-term debt | 5,758,516 | |
Series A Mandatorily Redeemable Preferred Stock | 60,000 | |
Noncurrent operating lease liabilities | 398,154 | |
Deferred income taxes | 575,341 | |
Other long-term liabilities | (64,524) | |
Liabilities subject to compromise | (16,770,266) | |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Predecessor common stock | (92) | |
Predecessor additional paid-in capital | (2,075,130) | |
Accumulated deficit | 9,231,616 | |
Cost of share held in treasury | 2,562 | |
Total Stockholders' Equity (Deficit) | 9,929,128 | |
Total Liabilities and Stockholders' Equity (Deficit) | (104,928) | |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Successor additional paid-in capital | 2,770,108 | |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Successor Common Stock | 57 | |
Class A Common Stock | Reorganization Adjustments | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Predecessor common stock | 57 | |
Class B Common Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Successor Common Stock | 7 | |
Class B Common Stock | Reorganization Adjustments | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Predecessor common stock | $ 7 |
FRESH START ACCOUNTING - Narrat
FRESH START ACCOUNTING - Narrative (Details) | May 01, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)station$ / sharesshares | May 02, 2019USD ($) | Mar. 31, 2019 | Dec. 31, 2018$ / sharesshares | Jun. 30, 2018USD ($) |
Debt Instrument [Line Items] | ||||||
Voting shares to predecessor company, less than | 50.00% | |||||
Number of shares retained (in shares) | shares | 31,269,762 | |||||
Funding of Guarantor General Unsecured Recovery Cash Pool classified as restricted | $ 17,500,000 | |||||
Funding of Guarantor General Unsecured Recovery Cash Pool at emergence classified as restricted | 6,000,000 | |||||
Funding of Guarantor General Unsecured Recovery Cash Pool, amount reclassified to cash | 3,400,000 | |||||
Write-off of prepaid premium on insurance policy | 2,300,000 | |||||
Accrual for future reimbursement of discounts | 1,900,000 | |||||
Accrued professional fees paid directly | 21,200,000 | |||||
Liabilities subject to compromise, accounts payable | $ 3,100,000 | |||||
Unpaid professional fees | 30,500,000 | $ 6,100,000 | ||||
Payment of professional fees through the escrow account | 9,260,000 | |||||
Cash paid to settle certain creditor claims | 1,800,000 | |||||
Finance leases and other debt, noncurrent | 10,300,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||
Deferred taxes | 596,850,000 | |||||
Liabilities subject to compromise, adjustment to net deferred tax liabilities | 21,500,000 | |||||
Federal and state net operating loss carryforwards upon emergence | 114,900,000 | |||||
Compensation expense | $ 1,500,000 | |||||
Number of securities called by warrants or rights (in shares) | shares | 81,453,648 | |||||
Number of radio stations owned | station | 854 | |||||
Operating lease weighted average discount rate | 6.54% | 12.44% | ||||
Fresh start adjustment to Operating lease right-of-use assets | $ 554,278,000 | $ 541,200,000 | ||||
Fresh-start adjustment to operating lease liabilities | 458,989,000 | 530,700,000 | ||||
Fresh-start adjustments, write-off of financing lease liability | 900,000 | |||||
Operating lease right-of-use assets | 900,755,000 | |||||
Accrued reorganization items, net | $ 6,600,000 | |||||
Accrued professional fees | $ 50,100,000 | |||||
iHeart Operations, Inc. | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of preferred stock | $ 60,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
iHeartCommunications, Inc. | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of economic rights prior to reorganization | 89.10% | |||||
Percentage of voting rights prior to reorganization | 99.00% | |||||
Term Loan Facility due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Total consolidated secured debt | $ 3,500,000,000 | |||||
New Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total consolidated secured debt | 800,000,000 | |||||
New Senior Unsecured Note | ||||||
Debt Instrument [Line Items] | ||||||
Unsecured debt | $ 1,450,000,000 | |||||
Line of Credit | Asset-based Revolving Credit Facility due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowings provided under credit facility | 450,000,000 | |||||
Revolving Credit Facility | Line of Credit | Asset-based Revolving Credit Facility due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowings provided under credit facility | $ 450,000,000 | |||||
Class B Shares | ||||||
Debt Instrument [Line Items] | ||||||
Common stock, shares issued (in shares) | shares | 6,947,567 | 6,947,567 | 555,556 | |||
Class A Shares | ||||||
Debt Instrument [Line Items] | ||||||
Common stock, shares issued (in shares) | shares | 56,861,941 | 56,873,782 | 32,292,944 | |||
Property, Plant and Equipment | ||||||
Debt Instrument [Line Items] | ||||||
Property, plant and equipment, net | $ 182,900,000 | |||||
Favorable Leased Assets | ||||||
Debt Instrument [Line Items] | ||||||
Operating lease right-of-use assets | $ 13,100,000 | |||||
Software Technology Assets | ||||||
Debt Instrument [Line Items] | ||||||
Property, plant and equipment, net | $ 151,000,000 |
FRESH START ACCOUNTING - Reor_2
FRESH START ACCOUNTING - Reorganization Adjustments - Sources and Uses of Cash (Details) - USD ($) $ in Thousands | May 01, 2019 | Jun. 30, 2019 |
Reorganizations [Abstract] | ||
Cash at May 1, 2019 (excluding discontinued operations) | $ 175,811 | |
Proceeds from issuance of Mandatorily Redeemable Preferred Stock | 60,000 | |
Release of restricted cash from other assets into cash | 3,428 | |
Total sources of cash | 63,428 | |
Payment of Mandatorily Redeemable Preferred Stock issuance costs | (1,513) | |
Payment of New Term Loan Facility to settle certain creditor claims | (1,822) | |
Payments for Emergence debt issuance costs | (7,213) | |
Funding of the Guarantor General Unsecured Recovery Cash Pool | (17,500) | |
Payments for fully secured claims and general unsecured claims | (1,990) | |
Payment of contract cure amounts | (15,763) | |
Payment of consenting stakeholder fees | (4,000) | |
Payment of professional fees | (85,091) | |
Funding of Professional Fees Escrow Account | (41,205) | |
Total uses of cash | (176,097) | |
Net uses of cash | (112,669) | |
Cash upon emergence | 63,142 | |
Unpaid professional fees | 30,500 | $ 6,100 |
Success fees paid | $ 86,100 |
FRESH START ACCOUNTING - Reor_3
FRESH START ACCOUNTING - Reorganization Adjustments - Schedule of Net Impact on Accrued Expenses (Details) $ in Thousands | May 01, 2019USD ($) |
Reorganizations [Abstract] | |
Reinstatement of accrued expenses | $ 551 |
Payment of professional fees | (21,177) |
Payment of professional fees through the escrow account | (9,260) |
Debtor Reorganization Items, Accrued Expenses, Current Tax Expense Impact | (2,364) |
Net impact on Accrued expenses | $ (32,250) |
FRESH START ACCOUNTING - Reor_4
FRESH START ACCOUNTING - Reorganization Adjustments - Schedule of Liabilities Subject To Compromise (Details) - USD ($) $ in Thousands | May 01, 2019 | May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2018 |
Reorganizations [Abstract] | ||||||||
Total liabilities subject to compromise | $ 1,061,846 | $ 1,061,846 | $ 0 | $ 1,061,846 | $ 0 | $ 16,770,266 | $ 16,480,256 | |
Deferred taxes | (596,850) | (596,850) | (596,850) | |||||
Accrued expenses | (551) | (551) | (551) | |||||
Accounts payable | (3,061) | (3,061) | (3,061) | |||||
Finance leases and other debt | (16,867) | (16,867) | (16,867) | |||||
Current operating lease liabilities | (31,845) | (31,845) | (31,845) | |||||
Noncurrent operating lease liabilities | (398,154) | (398,154) | (398,154) | |||||
Other long-term liabilities | (14,518) | (14,518) | (14,518) | |||||
Issuance of new debt | (5,750,000) | |||||||
Payment of contract cure amounts | (15,763) | |||||||
Payments for settlement of general unsecured claims from escrow account | (5,822) | |||||||
Payments for fully secured claims and general unsecured claims | (1,990) | |||||||
Equity issued at emergence to creditors in settlement of Liabilities subject to Compromise | (2,742,471) | |||||||
Total amounts settled | (8,516,046) | |||||||
Net gain on settlement of Liabilities subject to compromise | 7,192,374 | 7,192,379 | $ 0 | $ 0 | 7,192,374 | $ 0 | ||
Finance leases and other debt, current | 6,600 | 6,600 | 6,600 | |||||
Finance leases and other debt, noncurrent | 10,300 | 10,300 | 10,300 | |||||
Reinstatement of long-term asset retirement obligations | 3,527 | 3,527 | 3,527 | |||||
Reinstatement of non-qualified deferred compensation plan | 10,991 | 10,991 | 10,991 | |||||
Total reinstated Other long-term liabilities | $ 14,518 | $ 14,518 | $ 14,518 |
FRESH START ACCOUNTING - Reor_5
FRESH START ACCOUNTING - Reorganization Adjustments - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | May 01, 2019 | Jun. 14, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 5,810,503 | $ 15,195,582 | ||
Total Long-Term Debt - Exit Financing | $ 5,750,000 | |||
Payment of New Term Loan Facility to settle certain creditor claims | (1,822) | |||
Net proceeds from exit financing at emergence | 5,748,178 | |||
Long-term portion of finance leases and other debt reinstated | 10,338 | |||
Net impact on Long-term debt | $ 5,758,516 | |||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 4,302,594 | |||
Secured Debt | Term Loan Facility due 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 7 years | |||
Interest rate during period (as a percent) | 4.00% | |||
Long-term debt | $ 3,500,000 | 3,498,178 | ||
Secured Debt | New Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 7 years | |||
Interest rate during period (as a percent) | 6.375% | |||
Long-term debt | $ 800,000 | 800,000 | ||
Secured Debt | Asset-based Revolving Credit Facility due 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 4 years | |||
Long-term debt | $ 0 | 0 | ||
Unsecured Debt | New Senior Unsecured Note | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 8 years | |||
Interest rate during period (as a percent) | 8.375% | |||
Long-term debt | $ 1,450,000 | $ 1,450,000 | ||
Eurodollar | Secured Debt | Term Loan Facility due 2026 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.00% | |||
Base Rate | Secured Debt | Term Loan Facility due 2026 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.00% | |||
Subsidiary | Minimum | Eurodollar | Revolving Credit Facility | Line of Credit | Asset-based Revolving Credit Facility due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.25% | |||
Subsidiary | Minimum | Base Rate | Revolving Credit Facility | Line of Credit | Asset-based Revolving Credit Facility due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.25% | |||
Subsidiary | Maximum | Eurodollar | Revolving Credit Facility | Line of Credit | Asset-based Revolving Credit Facility due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.75% | |||
Subsidiary | Maximum | Base Rate | Revolving Credit Facility | Line of Credit | Asset-based Revolving Credit Facility due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.75% |
FRESH START ACCOUNTING - Reor_6
FRESH START ACCOUNTING - Reorganization Adjustments - Schedule of Effects on Other Long-Term Liabilities (Details) $ in Thousands | May 01, 2019USD ($) |
Reorganizations [Abstract] | |
Reinstatement of long-term asset retirement obligations | $ 3,527 |
Reinstatement of non-qualified pension plan | 10,991 |
Reduction of liabilities for unrecognized tax benefits | (79,042) |
Net impact to Other long-term liabilities | $ (64,524) |
FRESH START ACCOUNTING - Reor_7
FRESH START ACCOUNTING - Reorganization Adjustments - Equity Issued (Details) $ in Thousands | May 01, 2019USD ($) |
Reorganizations [Abstract] | |
Equity issued to Class 9 Claim holders (prior equity holders) | $ 27,701 |
Equity issued to creditors in settlement of Liabilities subject to compromise | 2,742,471 |
Total Equity issued at emergence | $ 2,770,172 |
FRESH START ACCOUNTING - Reor_8
FRESH START ACCOUNTING - Reorganization Adjustments - Cumulative Effect of Emergence (Details) - USD ($) $ in Thousands | May 01, 2019 | May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Reorganizations [Abstract] | |||||||
Gain on settlement of Liabilities subject to compromise | $ 7,192,374 | $ 7,192,379 | $ 0 | $ 0 | $ 7,192,374 | $ 0 | |
Payment of professional fees upon emergence | (11,509) | ||||||
Payment of success fees upon emergence | (86,065) | ||||||
Cancellation of unvested stock-based compensation awards | (1,530) | ||||||
Cancellation of Predecessor prepaid director and officer insurance policy | (2,331) | ||||||
Write-off of debt issuance and Mandatorily Redeemable Preferred Stock costs incurred at Emergence | (8,726) | ||||||
Reorganization items, net | 7,082,213 | $ 9,497,944 | $ 0 | $ (68,740) | $ 9,461,826 | $ (260,795) | |
Income tax benefit | 102,914 | ||||||
Cancellation of Predecessor Equity | 2,074,190 | ||||||
Issuance of Successor Equity to prior equity holders | 27,701 | ||||||
Net Impact on Accumulated deficit | 9,231,616 | ||||||
Compensation expense | $ 1,500 |
FRESH START ACCOUNTING - Fresh
FRESH START ACCOUNTING - Fresh Start Adjustments - Schedule of Intangible Assets (Details) $ in Thousands | May 01, 2019USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Indefinite-lived intangibles - licenses | $ 2,195,984 |
Other intangibles, net | 6,808 |
Total intangible assets upon emergence | 4,627,126 |
Elimination of historical acquired intangible assets | (2,431,142) |
Fresh start adjustment to acquired intangible assets | 2,195,984 |
Total fair value adjustment | 2,240,900 |
Licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Indefinite-lived intangibles - licenses | 2,281,720 |
Total fair value adjustment | 44,900 |
Customer / advertiser relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets | 1,643,670 |
Total fair value adjustment | 1,604,100 |
Talent contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets | 373,000 |
Total fair value adjustment | 361,600 |
Trademarks and tradenames | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets | 321,928 |
Total fair value adjustment | $ 274,400 |
Minimum | Customer / advertiser relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 5 years |
Minimum | Talent contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 2 years |
Minimum | Trademarks and tradenames | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 7 years |
Maximum | Customer / advertiser relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 15 years |
Maximum | Talent contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Maximum | Trademarks and tradenames | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 15 years |
FRESH START ACCOUNTING - Fres_2
FRESH START ACCOUNTING - Fresh Start Adjustments - Impact on Fair Value of Historical Fair Values (Details) $ in Millions | May 01, 2019USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Total fair value adjustment | $ 2,240.9 |
Customer / advertiser relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Total fair value adjustment | 1,604.1 |
Talent contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Total fair value adjustment | 361.6 |
Trademarks and tradenames | |
Finite-Lived Intangible Assets [Line Items] | |
Total fair value adjustment | 274.4 |
Other | |
Finite-Lived Intangible Assets [Line Items] | |
Total fair value adjustment | $ 0.8 |
FRESH START ACCOUNTING - Fres_3
FRESH START ACCOUNTING - Fresh Start Adjustments - Effects on Goodwill (Details) $ in Thousands | May 01, 2019USD ($) |
Reorganizations [Abstract] | |
Reorganization Value | $ 10,710,208 |
Less: Fair value of assets (excluding goodwill) | (7,386,843) |
Total goodwill upon emergence | 3,323,365 |
Elimination of historical goodwill | (3,415,492) |
Fresh start adjustment to Goodwill | $ (92,127) |
FRESH START ACCOUNTING - Fres_4
FRESH START ACCOUNTING - Fresh Start Adjustments - Schedule of Cumulative Adjustments (Details) - USD ($) $ in Thousands | May 01, 2019 | Jun. 30, 2019 |
Reorganizations [Abstract] | ||
Fresh start adjustment to Accounts receivable, net | $ (10,810) | |
Fresh start adjustment to Other current assets | (1,668) | |
Fresh start adjustment to Prepaid expenses | (24,642) | |
Fresh start adjustment to Property, plant and equipment, net | 333,991 | |
Fresh start adjustment to Intangible assets | 2,195,984 | |
Fresh start adjustment to Goodwill | (92,127) | |
Fresh start adjustment to Operating lease right-of-use assets | 554,278 | $ 541,200 |
Fresh start adjustment to Other assets | (54,683) | |
Fresh start adjustment to Accrued expenses | (2,328) | |
Fresh start adjustment to Deferred revenue | (3,214) | |
Fresh start adjustment to Debt | 1,546 | |
Fresh start adjustment to Operating lease obligations | (458,989) | $ (530,700) |
Fresh start adjustment to Other long-term liabilities | 2,164 | |
Fresh start adjustment to Noncontrolling interest | (8,558) | |
Reset of Accumulated other comprehensive income | (14,175) | |
Total Fresh Start Adjustments impacting Reorganization items, net | 2,430,944 | |
Income tax expense | (185,419) | |
Net impact to Accumulated deficit | $ 2,231,350 |
FRESH START ACCOUNTING - Sche_2
FRESH START ACCOUNTING - Schedules of Reorganization Items, Net (Details) - USD ($) $ in Thousands | May 01, 2019 | May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2019 |
Reorganizations [Abstract] | ||||||
Write-off of deferred loans costs | $ 0 | $ 0 | $ (12,409) | $ 0 | $ (67,079) | |
Write-off of original issue discount | 0 | 0 | 0 | 0 | (131,100) | |
Debtor-in-possession refinancing costs | 0 | 0 | (10,546) | 0 | (10,546) | |
Professional fees and other bankruptcy related costs | (121,374) | 0 | (45,785) | (157,487) | (52,070) | |
Net gain on settlement of Liabilities subject to compromise | $ 7,192,374 | 7,192,379 | 0 | 0 | 7,192,374 | 0 |
Impact of fresh start adjustments | 2,430,944 | 0 | 0 | 2,430,944 | 0 | |
Other items, net | (4,005) | 0 | 0 | (4,005) | 0 | |
Reorganization items, net | 9,497,944 | 0 | (68,740) | 9,461,826 | (260,795) | |
Cash payments for Reorganization items, net | $ 149,346 | $ 13,049 | $ 5,723 | $ 183,291 | $ 5,875 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax [Abstract] | ||||||
Income (loss) from discontinued operations, net of taxes | $ 1,854,677 | $ 0 | $ (33,229) | $ 1,685,123 | $ (157,477) | |
CURRENT ASSETS | ||||||
Current assets of discontinued operations | 0 | $ 1,015,800 | ||||
LONG-TERM ASSETS | ||||||
Long-term assets of discontinued operations | 0 | 3,351,470 | ||||
CURRENT LIABILITIES | ||||||
Current liabilities of discontinued operations | 0 | 729,816 | ||||
LONG-TERM LIABILITIES | ||||||
Long-term liabilities of discontinued operations | $ 0 | 5,872,273 | ||||
Income taxes examination, indemnification covenant, minimum taxes paid to taxing authority | 5,000 | 5,000 | ||||
Income taxes examination, indemnification covenant, maximum taxes paid to taxing authority | 15,000 | 15,000 | ||||
Predecessor Company | Discontinued Operations, Disposed of by Means Other than Sale | ||||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Revenue | 217,450 | 711,980 | 804,566 | 1,310,378 | ||
Loss from discontinued operations before income taxes | (21,684) | (28,476) | (133,475) | (107,357) | ||
Income tax benefit (expense) | 50,830 | (4,753) | (6,933) | (50,120) | ||
Income (loss) from discontinued operations, net of taxes | 29,146 | (33,229) | (140,408) | (157,477) | ||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax [Abstract] | ||||||
Gain (loss) on disposals before income taxes | 1,825,531 | 0 | 1,825,531 | 0 | ||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||
Gain (loss) on disposals, net of taxes | 1,825,531 | 0 | 1,825,531 | 0 | ||
Income (loss) from discontinued operations, net of taxes | $ 1,854,677 | $ (33,229) | $ 1,685,123 | $ (157,477) | ||
CURRENT ASSETS | ||||||
Cash and cash equivalents | 182,456 | |||||
Accounts receivable | 706,309 | |||||
Prepaid expenses | 95,734 | |||||
Other current assets | 31,301 | |||||
Current assets of discontinued operations | 1,015,800 | |||||
LONG-TERM ASSETS | ||||||
Structures, net | 1,053,016 | |||||
Property, plant and equipment, net | 235,922 | |||||
Indefinite-lived intangibles - permits | 971,163 | |||||
Other intangibles, net | 252,862 | |||||
Goodwill | 706,003 | |||||
Other assets | 132,504 | |||||
Long-term assets of discontinued operations | 3,351,470 | |||||
CURRENT LIABILITIES | ||||||
Accounts payable | 113,714 | |||||
Accrued expenses | 528,482 | |||||
Accrued interest | 2,341 | |||||
Deferred income | 85,052 | |||||
Current portion of long-term debt | 227 | |||||
Current liabilities of discontinued operations | 729,816 | |||||
LONG-TERM LIABILITIES | ||||||
Long-term debt | 5,277,108 | |||||
Deferred income taxes | 335,015 | |||||
Other long-term liabilities | 260,150 | |||||
Long-term liabilities of discontinued operations | $ 5,872,273 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | $ 277,388 | $ 635,367 | $ 891,132 | $ 1,072,775 | $ 1,663,014 |
Revenue from leases | 286 | 279 | 632 | 696 | 1,522 |
Revenue, total | 277,674 | 635,646 | 891,764 | 1,073,471 | 1,664,536 |
Eliminations | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | (757) | (1,121) | (1,601) | (2,568) | (3,273) |
Revenue from leases | 0 | 0 | 0 | 0 | 0 |
Revenue, total | (757) | (1,121) | (1,601) | (2,568) | (3,273) |
Audio | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 260,175 | 595,951 | 831,316 | 1,005,981 | 1,555,528 |
Revenue from leases | 286 | 279 | 632 | 696 | 1,522 |
Revenue, total | 260,461 | 596,230 | 831,948 | 1,006,677 | 1,557,050 |
Audio and Media Services | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 17,970 | 40,537 | 61,417 | 69,362 | 110,759 |
Revenue from leases | 0 | 0 | 0 | 0 | 0 |
Revenue, total | 17,970 | 40,537 | 61,417 | 69,362 | 110,759 |
Broadcast Radio | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 170,632 | 390,540 | 568,968 | 657,864 | 1,059,111 |
Broadcast Radio | Eliminations | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 0 | 0 | 0 | 0 | 0 |
Broadcast Radio | Audio | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 170,632 | 390,540 | 568,968 | 657,864 | 1,059,111 |
Broadcast Radio | Audio and Media Services | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 0 | 0 | 0 | 0 | 0 |
Digital | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 26,784 | 64,106 | 68,574 | 102,566 | 127,941 |
Digital | Eliminations | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | (56) | (132) | 0 | (223) | 0 |
Digital | Audio | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 26,840 | 64,238 | 68,574 | 102,789 | 127,941 |
Digital | Audio and Media Services | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 0 | 0 | 0 | 0 | 0 |
Networks | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 50,889 | 105,426 | 146,981 | 189,088 | 279,032 |
Networks | Eliminations | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 0 | 0 | 0 | 0 | 0 |
Networks | Audio | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 50,889 | 105,426 | 146,981 | 189,088 | 279,032 |
Networks | Audio and Media Services | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 0 | 0 | 0 | 0 | 0 |
Sponsorship and Events | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 10,617 | 31,790 | 41,256 | 50,330 | 79,148 |
Sponsorship and Events | Eliminations | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 0 | 0 | 0 | 0 | 0 |
Sponsorship and Events | Audio | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 10,617 | 31,790 | 41,256 | 50,330 | 79,148 |
Sponsorship and Events | Audio and Media Services | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 0 | 0 | 0 | 0 | 0 |
Audio and Media Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 17,269 | 39,548 | 59,816 | 67,017 | 107,486 |
Audio and Media Services | Eliminations | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | (701) | (989) | (1,601) | (2,345) | (3,273) |
Audio and Media Services | Audio | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 0 | 0 | 0 | 0 | 0 |
Audio and Media Services | Audio and Media Services | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 17,970 | 40,537 | 61,417 | 69,362 | 110,759 |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 1,197 | 3,957 | 5,537 | 5,910 | 10,296 |
Other | Eliminations | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 0 | 0 | 0 | 0 | |
Other | Audio | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 1,197 | 3,957 | 5,537 | 5,910 | 10,296 |
Other | Audio and Media Services | Operating segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE - Schedule of Barter an
REVENUE - Schedule of Barter and Trade Revenue and Expenses (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Trade and barter revenues | $ 277,388 | $ 635,367 | $ 891,132 | $ 1,072,775 | $ 1,663,014 |
Trade and Barter Transactions | |||||
Disaggregation of Revenue [Line Items] | |||||
Trade and barter revenues | 10,349 | 29,699 | 35,992 | 65,934 | 89,938 |
Trade and barter expenses | $ 8,474 | $ 28,023 | $ 31,688 | $ 58,330 | $ 96,220 |
REVENUE - Schedule of Contract
REVENUE - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | |
Contract Liabilities | |||||
Beginning balance | $ 155,114 | $ 151,773 | $ 166,429 | $ 148,720 | $ 155,228 |
Revenue recognized, included in beginning balance | (43,172) | (59,018) | (59,450) | (76,473) | (82,215) |
Additions, net of revenue recognized during period, and other | 39,533 | 66,997 | 53,390 | 79,228 | 87,356 |
Ending balance | $ 151,773 | $ 159,752 | $ 160,369 | $ 151,773 | $ 160,369 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 $ in Millions | Jun. 30, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 199.8 |
Revenue, remaining performance obligation, period | 5 years |
REVENUE - Revenue From Leases (
REVENUE - Revenue From Leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2019 | $ 556 |
2020 | 1,028 |
2021 | 959 |
2022 | 700 |
2023 | 656 |
Thereafter | 10,602 |
Total | $ 14,501 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 4 Months Ended |
May 01, 2019 | Jun. 30, 2019 | May 01, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 11,302 | $ 25,439 | $ 44,667 |
Variable lease expense | $ 150 | $ 3,447 | $ 476 |
LEASES - Summary of Weighted Av
LEASES - Summary of Weighted Average Lease Term and Discount Rate (Details) | Jun. 30, 2019 | Mar. 31, 2019 |
Leases [Abstract] | ||
Operating lease weighted average remaining lease term (in years) | 14 years | |
Operating lease weighted average discount rate | 6.54% | 12.44% |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 60,870 |
2020 | 136,837 |
2021 | 126,445 |
2022 | 119,453 |
2023 | 106,385 |
Thereafter | 841,655 |
Total lease payments | 1,391,645 |
Less: Effect of discounting | 508,729 |
Total operating lease liability | $ 882,916 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 4 Months Ended |
Jun. 30, 2019 | May 01, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of operating lease liabilities | $ 23,400 | $ 44,888 |
Lease liabilities arising from obtaining right-of-use assets | 3,194 | 913,598 |
Fresh-start adjustment to operating lease liabilities | $ 530,700 | $ 458,989 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Schedule Of Property, Plant And Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 851,090 | $ 1,428,902 |
Less: accumulated depreciation | 16,858 | 926,700 |
Property, plant and equipment, net | 834,232 | 502,202 |
Land, buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 375,661 | 427,501 |
Towers, transmitters and studio equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 152,274 | 365,991 |
Furniture and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 280,726 | 591,601 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 42,429 | $ 43,809 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangibles - licenses | $ 2,195,984 | $ 2,195,984 | |||
Impairment charges | $ 0 | 91,382 | $ 0 | ||
Total amortization expense related to definite-lived intangible assets | 3,000 | $ 42,500 | $ 40,100 | 12,700 | $ 81,900 |
Licenses | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangibles - licenses | $ 2,281,720 | $ 2,281,720 |
PROPERTY, PLANT AND EQUIPMENT_5
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Schedule Of Gross Carrying Amount and Accumulated Amortization for Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,347,914 | $ 1,868,547 |
Accumulated Amortization | (42,507) | (1,668,125) |
Customer / advertiser relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,645,880 | |
Accumulated Amortization | (29,095) | |
Talent contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 373,000 | |
Accumulated Amortization | (8,240) | |
Trademarks and tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 321,977 | 0 |
Accumulated Amortization | (4,977) | $ 0 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,057 | |
Accumulated Amortization | $ (195) |
PROPERTY, PLANT AND EQUIPMENT_6
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Schedule Of Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Property, Plant and Equipment [Abstract] | |
2020 | $ 21,253 |
2021 | 20,456 |
2022 | 19,234 |
2023 | 19,062 |
2024 | $ 17,978 |
PROPERTY, PLANT AND EQUIPMENT_7
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL - Schedule Of Changes In Carrying Amount Of Goodwill (Details) - USD ($) $ in Thousands | 2 Months Ended | 4 Months Ended | 12 Months Ended |
Jun. 30, 2019 | May 01, 2019 | Dec. 31, 2018 | |
Goodwill | |||
Beginning balance | $ 3,415,492 | $ 3,412,753 | $ 3,337,039 |
Acquisitions | 4,637 | 2,767 | 77,320 |
Dispositions | (4,834) | (1,606) | |
Foreign currency | 39 | (28) | |
Impact of fresh start accounting | (92,127) | ||
Ending balance | $ 3,323,207 | $ 3,415,492 | $ 3,412,753 |
LONG-TERM DEBT - Schedule Of Lo
LONG-TERM DEBT - Schedule Of Long-Term Debt Outstanding (Details) - USD ($) | Aug. 07, 2019 | Jun. 30, 2019 | May 01, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Jun. 14, 2018 | Mar. 26, 2018 |
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 5,810,503,000 | $ 15,195,582,000 | |||||
Long-term debt, net subject to compromise | 0 | 15,149,477,000 | |||||
Less: Current portion | 53,406,000 | 46,105,000 | |||||
Total long-term debt | 5,757,097,000 | 0 | |||||
Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 4,302,594,000 | ||||||
Term Loan Facility due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Total consolidated secured debt | $ 3,500,000,000 | ||||||
Term Loan Facility due 2026 | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 3,498,178,000 | 3,500,000,000 | |||||
Debt instrument, face amount | 3,500,000,000 | ||||||
Stated interest rate | 5.25% | ||||||
Debtors-in-Possession Facility | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 0 | ||||||
Debtors-in-Possession Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
DIP Facility, aggregate principal amount | $ 450,000,000 | ||||||
6.375% Senior Secured Notes due 2026 | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 800,000,000 | 800,000,000 | |||||
Debt instrument, face amount | $ 800,000,000 | ||||||
Stated interest rate | 6.375% | ||||||
Other secured subsidiary debt | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 4,416,000 | ||||||
8.375% Senior Unsecured Notes due 2027 | Unsecured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 1,450,000,000 | $ 1,450,000,000 | |||||
Debt instrument, face amount | $ 1,450,000,000 | ||||||
Stated interest rate | 8.375% | 8.375% | |||||
Other subsidiary debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 57,909,000 | $ 46,105,000 | |||||
Asset-based Revolving Credit Facility due 2023 | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 0 | $ 0 | |||||
Asset-based Revolving Credit Facility due 2023 | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowings provided under credit facility | 450,000,000 | ||||||
Outstanding borrowings under facility | 0 | ||||||
Letters of credit outstanding | 59,200,000 | ||||||
Line of credit, excess availability | $ 390,800,000 | ||||||
9.0% Priority Guarantee Notes Due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 9.00% | ||||||
9.0% Priority Guarantee Notes Due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 9.00% | 9.00% | |||||
11.25% Priority Guarantee Notes Due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 11.25% | 11.25% | |||||
9.0% Priority Guarantee Notes Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 9.00% | ||||||
10.625% Priority Guarantee Notes Due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 10.625% | ||||||
14.0% Senior Notes Due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 14.00% | 14.00% | |||||
Liabilities Subject To Compromise | Other secured subsidiary debt | |||||||
Debt Instrument [Line Items] | |||||||
Total consolidated secured debt | $ 6,000,000 | ||||||
Liabilities Subject To Compromise | Other subsidiary debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 10,800,000 | ||||||
Liabilities Subject To Compromise | Senior Secured Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Total consolidated secured debt | 6,300,000,000 | ||||||
Liabilities Subject To Compromise | 9.0% Priority Guarantee Notes Due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Total consolidated secured debt | 1,999,800,000 | ||||||
Liabilities Subject To Compromise | 9.0% Priority Guarantee Notes Due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Total consolidated secured debt | 1,750,000,000 | ||||||
Liabilities Subject To Compromise | 11.25% Priority Guarantee Notes Due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Total consolidated secured debt | 870,500,000 | ||||||
Liabilities Subject To Compromise | 9.0% Priority Guarantee Notes Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Total consolidated secured debt | 1,000,000,000 | ||||||
Liabilities Subject To Compromise | 10.625% Priority Guarantee Notes Due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Total consolidated secured debt | 950,000,000 | ||||||
Liabilities Subject To Compromise | 14.0% Senior Notes Due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 1,781,600,000 | ||||||
Liabilities Subject To Compromise | Legacy Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 475,000,000 | ||||||
Subsequent Event | Term Loan Facility due 2026 | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment of debt | $ 740,000,000 | ||||||
Subsequent Event | Senior Secured Notes Due 2027 | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 750,000,000 | ||||||
Stated interest rate | 5.25% | ||||||
Prepayment of debt | $ 740,000,000 | ||||||
Accrued and unpaid interest | $ 800,000 |
LONG-TERM DEBT - Asset-based Re
LONG-TERM DEBT - Asset-based Revolving Credit Facility due 2023 (Details) | Jun. 14, 2018USD ($) | Jun. 01, 2018USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Weighted average interest rate | 7.10% | 9.90% | ||
Aggregate market value of debt | $ 5,900,000,000 | $ 8,700,000,000 | ||
Line of Credit | Asset-based Revolving Credit Facility due 2023 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowings provided under credit facility | 450,000,000 | |||
Revolving Credit Facility | Line of Credit | Asset-based Revolving Credit Facility due 2023 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowings provided under credit facility | 450,000,000 | |||
Revolving Credit Facility | Subsidiary | Line of Credit | Asset-based Revolving Credit Facility due 2023 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowings provided under credit facility | $ 450,000,000 | |||
Percentage of eligible accounts receivable | 90.00% | |||
Percentage of qualified cash | 100.00% | |||
Maximum increase in credit facility | $ 150,000,000 | |||
Borrowing capacity threshold | $ 40,000,000 | |||
Percentage of aggregate commitments or borrowing base | 10.00% | |||
Minimum fixed charge coverage ratio required for four consecutive quarters | 1 | |||
Revolving Credit Facility | Subsidiary | Line of Credit | Asset-based Revolving Credit Facility due 2023 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.25% | |||
Revolving Credit Facility | Subsidiary | Line of Credit | Asset-based Revolving Credit Facility due 2023 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.375% | |||
Revolving Credit Facility | Subsidiary | Line of Credit | Asset-based Revolving Credit Facility due 2023 | Eurodollar | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.25% | |||
Revolving Credit Facility | Subsidiary | Line of Credit | Asset-based Revolving Credit Facility due 2023 | Eurodollar | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.75% | |||
Revolving Credit Facility | Subsidiary | Line of Credit | Asset-based Revolving Credit Facility due 2023 | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.25% | |||
Revolving Credit Facility | Subsidiary | Line of Credit | Asset-based Revolving Credit Facility due 2023 | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.75% |
LONG-TERM DEBT - Term Loan Faci
LONG-TERM DEBT - Term Loan Facility due 2026 (Details) - Secured Debt - Term Loan Facility due 2026 - USD ($) $ in Millions | Aug. 07, 2019 | May 01, 2019 | Jun. 30, 2019 |
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 3,500 | ||
Stated interest rate | 5.25% | ||
Prepayments, annual excess cash flow | 50.00% | ||
Prepayments, cash proceeds from sales or other dispositions of assets | 100.00% | ||
Prepayments, cash proceeds from incurrence of debt | 100.00% | ||
Base Rate | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.00% | ||
Eurodollar | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.00% | ||
Subsequent Event | |||
Debt Instrument [Line Items] | |||
Proceeds from issuance of debt | $ 750 | ||
Prepayment of debt | $ 740 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Prepayments, annual excess cash flow, reduction | 0.00% | ||
Prepayments, cash proceeds from sales or other dispositions of assets, reduction | 0.00% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Prepayments, annual excess cash flow, reduction | 25.00% | ||
Prepayments, cash proceeds from sales or other dispositions of assets, reduction | 50.00% |
LONG-TERM DEBT - 6.375% Senior
LONG-TERM DEBT - 6.375% Senior Secured Notes due 2026 (Details) - Secured Debt - 6.375% Senior Secured Notes due 2026 - USD ($) | May 01, 2019 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 800,000,000 | |
Stated interest rate | 6.375% | |
Redemption of principal plus applicable premium | 100.00% | |
Percentage of principal amount redeemed | 40.00% | |
Percentage of redemption price | 106.375% |
LONG-TERM DEBT - 8.375% Senior
LONG-TERM DEBT - 8.375% Senior Unsecured Notes due 2027 (Details) - Unsecured Debt - 8.375% Senior Unsecured Notes due 2027 - USD ($) | May 01, 2019 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 1,450,000,000 | |
Stated interest rate | 8.375% | 8.375% |
Percentage of principal amount redeemed | 40.00% | |
Percentage of redemption price | 108.375% |
LONG-TERM DEBT - Mandatorily Re
LONG-TERM DEBT - Mandatorily Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | May 01, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock issued | $ 0 | $ 0 | |
Acceleration or payment default amount | 100,000 | ||
Redeemable Preferred Stock | |||
Debt Instrument [Line Items] | |||
Preferred stock, shares issued | 60,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Liquidation preference value | $ 60,000 | $ 60,000 | |
Preferred stock issued | $ 60,000 |
LONG-TERM DEBT - New Notes and
LONG-TERM DEBT - New Notes and Surety Bonds, Letters of Credit and Guarantees (Details) - USD ($) | Aug. 07, 2019 | Jun. 30, 2019 | May 01, 2019 |
Secured Debt | Term Loan Facility due 2026 | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 3,500,000,000 | ||
Stated interest rate | 5.25% | ||
Surety bonds | |||
Debt Instrument [Line Items] | |||
Guarantees obligations | $ 17,800,000 | ||
Commercial standby letters of credit | |||
Debt Instrument [Line Items] | |||
Guarantees obligations | 59,200,000 | ||
Subsequent Event | Secured Debt | Senior Secured Notes Due 2027 | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 750,000,000 | ||
Stated interest rate | 5.25% | ||
Prepayment of debt | $ 740,000,000 | ||
Accrued and unpaid interest | 800,000 | ||
Subsequent Event | Secured Debt | Term Loan Facility due 2026 | |||
Debt Instrument [Line Items] | |||
Prepayment of debt | $ 740,000,000 | ||
iHeartCommunications, Inc. | Commercial standby letters of credit | |||
Debt Instrument [Line Items] | |||
Guarantees obligations | $ 900,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Dec. 16, 2018 | Jun. 30, 2019 | Oct. 09, 2018 | Mar. 26, 2018 | Mar. 21, 2018 |
6.875% Senior Notes due 2018 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 6.875% | 6.875% | |||
7.25% Senior Notes due 2027 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 7.25% | 7.25% | |||
14.0% Senior Notes Due 2021 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 14.00% | 14.00% | |||
CCOH Separation Settlement | Chapter 11 Cases | |||||
Debt Instrument [Line Items] | |||||
Loss contingency, loss | $ 149 | ||||
CCOH Separation Settlement | Unsecured Revolving Line of Credit Issued To Debtors | |||||
Debt Instrument [Line Items] | |||||
Loss contingency, loss | $ 200 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Current tax benefit (expense) | $ 6,950 | $ (2,947) | $ (30,354) | $ 76,744 | $ (6,570) |
Deferred tax expense | (107,239) | (13,056) | (111,678) | (115,839) | 27,271 |
Income tax expense | $ (100,289) | $ (16,003) | $ (142,032) | $ (39,095) | $ 20,701 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rates (as a percent) | 1.10% | 29.20% | 130.30% | 0.40% | 5.70% |
Net tax expense recorded for adjustments | $ 102.9 | ||||
Fresh-start adjustments, income tax expense | 185.4 | ||||
Fresh-start adjustments, income tax expense for increase in deferred tax liabilities | 529.1 | ||||
Fresh-start adjustments, income tax expense (benefit) for reduction in valuation allowance of deferred tax assets | $ 343.7 |
STOCKHOLDER'S EQUITY (DEFICIT_2
STOCKHOLDER'S EQUITY (DEFICIT) - Balances of Predecessor Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2019 | May 01, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Common stock issued | $ 92 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock issued | $ 57 | $ 32 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 1 | |
Common stock, shares authorized (in shares) | 1,000,000,000 | 400,000,000 | |
Common stock, shares issued (in shares) | 56,873,782 | 56,861,941 | 32,292,944 |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock issued | $ 7 | $ 1 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 1 | |
Common stock, shares authorized (in shares) | 1,000,000,000 | 150,000,000 | |
Common stock, shares issued (in shares) | 6,947,567 | 6,947,567 | 555,556 |
Class C Common Stock | |||
Class of Stock [Line Items] | |||
Common stock issued | $ 59 | ||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Common stock, shares authorized (in shares) | 100,000,000 | ||
Common stock, shares issued (in shares) | 58,967,502 | ||
Class D Common Stock | |||
Class of Stock [Line Items] | |||
Common stock issued | $ 0 | ||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Common stock, shares authorized (in shares) | 200,000,000 | ||
Common stock, shares issued (in shares) | 0 |
STOCKHOLDER'S EQUITY (DEFICIT_3
STOCKHOLDER'S EQUITY (DEFICIT) - Narrative (Details) - Special Warrants | May 01, 2019$ / shares |
Class of Stock [Line Items] | |
Special warrants, exercise price per share (in dollars per share) | $ 0.001 |
Special warrants, conversion terms, ownership percentage of common stock | 4.99% |
Special warrants, conversion terms, ownership percentage of capital stock or voting interests | 22.50% |
STOCKHOLDER'S EQUITY (DEFICIT_4
STOCKHOLDER'S EQUITY (DEFICIT) - Computation of Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | ||
NUMERATOR: | ||||||
Net loss attributable to the Company – common shares | $ 11,298,524 | $ 38,793 | $ (69,899) | $ 11,184,141 | $ (486,893) | |
Non-controlling interest from discontinued operations, net of tax - common shares | (2,190) | 0 | (3,609) | 19,028 | 12,437 | |
Income (loss) from discontinued operations, net of tax | 1,854,677 | 0 | (33,229) | 1,685,123 | (157,477) | |
Total income (loss) from discontinued operations, net of tax - common shares | 1,852,487 | 0 | (36,838) | 1,704,151 | (145,040) | |
Income (loss) from continuing operations | $ 9,446,037 | $ 38,793 | $ (33,061) | $ 9,479,990 | $ (341,853) | |
DENOMINATOR: | ||||||
Weighted average common shares outstanding - basic (in shares) | 85,652,000 | 145,275,000 | 85,280,000 | 86,241,000 | 85,248,000 | |
Stock options and restricted stock (in shares) | 0 | 23,000 | 0 | 0 | 0 | |
Weighted average common shares outstanding - diluted (in shares) | 85,652,000 | 145,298,000 | 85,280,000 | 86,241,000 | 85,248,000 | |
Net loss attributable to the Company per common share: | ||||||
From continuing operations - Basic (in dollars per share) | $ 110.28 | $ 0.27 | $ (0.39) | $ 109.92 | $ (4.01) | |
From discontinued operations - Basic (in dollars per share) | 21.63 | 0 | (0.43) | 19.76 | (1.70) | |
From continuing operations - Diluted (in dollars per share) | 110.28 | 0.27 | (0.39) | 109.92 | (4.01) | |
From discontinued operations - Diluted (in dollars per share) | $ 21.63 | $ 0 | $ (0.43) | $ 19.76 | $ (1.70) | |
Outstanding equity awards excluded from computation of diluted earnings per share (in shares) | 5,900,000 | 1,300,000 | 8,000,000 | 5,900,000 | 8,000,000 | |
Common Shares | Special Warrants | ||||||
Net loss attributable to the Company per common share: | ||||||
Issuance of Successor common stock, warrants and other equity (in shares) | 81,453,648 | [1] | 81,453,648 | 81,453,648 | ||
[1] | The Predecessor Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2018 or 2017. |
OTHER INFORMATION (Details)
OTHER INFORMATION (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |||||
Change in deferred income tax liabilities | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
SEGMENT DATA (Details)
SEGMENT DATA (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 277,674 | $ 635,646 | $ 891,764 | $ 1,073,471 | $ 1,664,536 |
Direct operating expenses | 92,581 | 184,291 | 263,752 | 359,696 | 504,818 |
Selling, general and administrative expenses | 103,552 | 227,140 | 328,200 | 436,345 | 674,292 |
Corporate expenses | 18,979 | 34,390 | 52,478 | 66,020 | 105,376 |
Depreciation and amortization | 14,544 | 59,383 | 64,877 | 52,834 | 132,251 |
Impairment charges | 0 | 91,382 | 0 | ||
Other operating income, net | (127) | 3,246 | (1,218) | (154) | (4,450) |
Operating income | 47,891 | 133,688 | 181,239 | 67,040 | 243,349 |
Capital expenditures | 13,243 | 17,435 | 17,275 | 36,197 | 27,306 |
Share-based compensation expense | 105 | 3,039 | 594 | 498 | 1,172 |
Operating segments | Audio | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 260,461 | 596,230 | 831,948 | 1,006,677 | 1,557,050 |
Direct operating expenses | 90,254 | 179,471 | 256,861 | 350,501 | 490,802 |
Selling, general and administrative expenses | 93,880 | 206,006 | 298,644 | 396,032 | 614,561 |
Corporate expenses | 0 | 0 | 0 | ||
Depreciation and amortization | 11,682 | 54,577 | 55,245 | 40,982 | 112,294 |
Impairment charges | 0 | ||||
Other operating income, net | 0 | 0 | 0 | 0 | 0 |
Operating income | 64,645 | 156,176 | 221,198 | 219,162 | 339,393 |
Capital expenditures | 11,136 | 13,554 | 14,877 | 31,177 | 23,878 |
Share-based compensation expense | 0 | 0 | 0 | 0 | 0 |
Operating segments | Audio and Media Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 17,970 | 40,537 | 61,417 | 69,362 | 110,759 |
Direct operating expenses | 2,549 | 4,872 | 6,930 | 9,559 | 14,108 |
Selling, general and administrative expenses | 10,203 | 22,195 | 31,118 | 42,497 | 62,898 |
Corporate expenses | 0 | 0 | 0 | ||
Depreciation and amortization | 1,204 | 3,619 | 4,508 | 5,266 | 9,558 |
Impairment charges | 0 | ||||
Other operating income, net | 0 | 0 | 0 | 0 | 0 |
Operating income | 4,014 | 9,851 | 18,861 | 12,040 | 24,195 |
Capital expenditures | 577 | 830 | 654 | 1,263 | 770 |
Share-based compensation expense | 0 | 0 | 0 | 0 | 0 |
Corporate and other reconciling items | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | 0 |
Direct operating expenses | 0 | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 | 0 |
Corporate expenses | 18,983 | 34,398 | 52,478 | 66,040 | 105,390 |
Depreciation and amortization | 1,658 | 1,187 | 5,124 | 6,586 | 10,399 |
Impairment charges | 91,382 | ||||
Other operating income, net | (127) | 3,246 | (1,218) | (154) | (4,450) |
Operating income | (20,768) | (32,339) | (58,820) | (164,162) | (120,239) |
Capital expenditures | 1,530 | 3,051 | 1,744 | 3,757 | 2,658 |
Share-based compensation expense | 105 | 3,039 | 594 | 498 | 1,172 |
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (757) | (1,121) | (1,601) | (2,568) | (3,273) |
Direct operating expenses | (222) | (52) | (39) | (364) | (92) |
Selling, general and administrative expenses | (531) | (1,061) | (1,562) | (2,184) | (3,167) |
Corporate expenses | (4) | (8) | 0 | (20) | (14) |
Depreciation and amortization | 0 | 0 | 0 | 0 | 0 |
Impairment charges | 0 | ||||
Other operating income, net | 0 | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 | 0 |
Capital expenditures | 0 | 0 | 0 | 0 | 0 |
Share-based compensation expense | 0 | 0 | 0 | 0 | 0 |
Intersegment revenues | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 757 | 1,121 | 1,601 | 2,568 | 3,273 |
Intersegment revenues | Audio | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 56 | 112 | 0 | 243 | 0 |
Intersegment revenues | Audio and Media Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 701 | $ 1,009 | $ 1,601 | $ 2,325 | $ 3,273 |
CERTAIN RELATIONSHIPS AND REL_2
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS (Details) | May 01, 2019USD ($) |
CCOH | iHeartCommunications, Inc. | Revolving Loan Agreement | |
Related Party Transaction [Line Items] | |
Due from iHeartCommunications on revolving credit facility | $ 200,000,000 |
Uncategorized Items - ihrt-2019
Label | Element | Value | |
Contract With Customer, Liability, Excluding Leases | ihrt_ContractWithCustomerLiabilityExcludingLeases | $ 151,475,000 | |
Retained Earnings [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 0 | |
Common Stock [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 64,000 | |
Additional Paid-in Capital [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 2,770,108,000 | |
AOCI Attributable to Parent [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 0 | |
Noncontrolling Interest [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 8,943,000 | |
Treasury Stock [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 0 | |
Common Class B [Member] | Common Stock [Member] | |||
Shares, Outstanding | us-gaap_SharesOutstanding | 6,947,567 | [1] |
Common Class C [Member] | Common Stock [Member] | |||
Shares, Outstanding | us-gaap_SharesOutstanding | 0 | [1] |
Common Class A [Member] | Common Stock [Member] | |||
Shares, Outstanding | us-gaap_SharesOutstanding | 56,861,941 | [1] |
Special Warrants [Member] | Common Stock [Member] | |||
Shares, Outstanding | us-gaap_SharesOutstanding | 81,453,648 | [1] |
[1] | The Predecessor Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2018 or 2017. |