Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-32663 | ||
Entity Registrant Name | CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 88-0318078 | ||
Entity Address, Address Line One | 4830 North Loop 1604 West, | ||
Entity Address, Address Line Two | Suite 111 | ||
Entity Address, City or Town | San Antonio, | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78249 | ||
City Area Code | (210) | ||
Local Phone Number | 547-8800 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 956.1 | ||
Entity Bankruptcy Proceedings, Reporting Current | true | ||
Entity Common Stock, Shares Outstanding | 471,347,483 | ||
Documents Incorporated by Reference | Portions of our Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001334978 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | CCO | ||
Security Exchange Name | NYSE | ||
Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Preferred Stock Purchase Rights | ||
Security Exchange Name | NYSE | ||
No Trading Symbol Flag | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Antonio, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 410,767 | $ 785,308 |
Accounts receivable, net | 643,116 | 468,329 |
Prepaid expenses | 54,180 | 49,509 |
Other current assets | 26,458 | 31,614 |
Total Current Assets | 1,134,521 | 1,334,760 |
PROPERTY, PLANT AND EQUIPMENT | ||
Structures, net | 622,738 | 688,947 |
Other property, plant and equipment, net | 204,508 | 199,877 |
INTANGIBLE ASSETS AND GOODWILL | ||
Indefinite-lived permits | 717,666 | 826,528 |
Other intangible assets, net | 271,448 | 292,751 |
Goodwill | 698,704 | 709,637 |
OTHER ASSETS | ||
Operating lease right-of-use assets | 1,567,468 | 1,632,664 |
Other assets | 82,302 | 70,109 |
Total Assets | 5,299,355 | 5,755,273 |
CURRENT LIABILITIES | ||
Accounts payable | 108,567 | 101,159 |
Accrued expenses | 523,364 | 444,492 |
Current operating lease liabilities | 316,692 | 343,793 |
Accrued interest | 66,444 | 115,053 |
Deferred revenue | 76,712 | 64,313 |
Current portion of long-term debt | 21,165 | 21,396 |
Total Current Liabilities | 1,112,944 | 1,090,206 |
NON-CURRENT LIABILITIES | ||
Long-term debt | 5,583,788 | 5,550,890 |
Non-current operating lease liabilities | 1,310,917 | 1,341,759 |
Deferred tax liabilities, net | 324,579 | 356,269 |
Other long-term liabilities | 161,097 | 198,751 |
Total Liabilities | 8,493,325 | 8,537,875 |
Commitments and Contingencies (Note 8) | ||
STOCKHOLDERS’ DEFICIT | ||
Noncontrolling interest | 11,060 | 10,855 |
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (474,480,862 and 468,703,164 shares issued as of December 31, 2021 and 2020, respectively) | 4,745 | 4,687 |
Additional paid-in capital | 3,522,367 | 3,502,991 |
Accumulated deficit | (6,373,349) | (5,939,534) |
Accumulated other comprehensive loss | (350,950) | (358,520) |
Treasury stock (3,671,788 and 1,360,252 shares held as of December 31, 2021 and 2020, respectively) | (7,843) | (3,081) |
Total Stockholders’ Deficit | (3,193,970) | (2,782,602) |
Total Liabilities and Stockholders’ Deficit | $ 5,299,355 | $ 5,755,273 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,350,000,000 | 2,350,000,000 |
Common stock, shares issued (in shares) | 474,480,862 | 468,703,164 |
Treasury stock (in shares) | 3,671,788 | 1,360,252 |
CONSOLIDATED STATEMENTS OF LOSS
CONSOLIDATED STATEMENTS OF LOSS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||
Revenue | $ 2,241,118 | $ 1,854,608 | $ 2,683,810 | |
Operating expenses: | ||||
Direct operating expenses | [1] | 1,270,258 | 1,201,208 | 1,452,177 |
Selling, general and administrative expenses | [1] | 459,397 | 442,310 | 520,928 |
Corporate expenses | [1] | 156,181 | 137,297 | 144,341 |
Depreciation and amortization | 253,155 | 269,421 | 309,324 | |
Impairment charges | 118,950 | 150,400 | 5,300 | |
Other operating income, net | (627) | (53,614) | (1,162) | |
Operating income (loss) | (16,196) | (292,414) | 252,902 | |
Interest expense, net | (350,457) | (360,259) | (419,518) | |
Loss on extinguishment of debt | (102,757) | (5,389) | (101,745) | |
Loss on Due from iHeartCommunications | 0 | 0 | (5,778) | |
Other income (expense), net | 1,762 | (170) | (15,384) | |
Loss before income taxes | (467,648) | (658,232) | (289,523) | |
Income tax benefit (expense) | 34,528 | 58,006 | (72,254) | |
Consolidated net loss | (433,120) | (600,226) | (361,777) | |
Less amount attributable to noncontrolling interest | 695 | (17,487) | 1,527 | |
Net loss attributable to the Company | $ (433,815) | $ (582,739) | $ (363,304) | |
Net loss attributable to the Company per share of common stock - basic (in dollars per share) | $ (0.93) | $ (1.25) | $ (0.88) | |
Net loss attributable to the Company per share of common stock - diluted (in dollars per share) | $ (0.93) | $ (1.25) | $ (0.88) | |
[1] | Excludes depreciation and amortization |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) attributable to the Company | $ (433,815) | $ (582,739) | $ (363,304) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (18,031) | 3,265 | (4,802) |
Reclassification adjustments | (11,292) | (5,817) | 1,290 |
Other adjustments to comprehensive income (loss), net of tax | 36,876 | (15,538) | (2,948) |
Other comprehensive income (loss) | 7,553 | (18,090) | (6,460) |
Comprehensive loss | (426,262) | (600,829) | (369,764) |
Less amount attributable to noncontrolling interest | (17) | (1,875) | (1,397) |
Comprehensive loss attributable to the Company | $ (426,245) | $ (598,954) | $ (368,367) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Non-controlling Interest | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Treasury Stock | Class A Common Shares Issued | Class B Common Shares Issued | Common Shares Issued |
Beginning balance (in shares) at Dec. 31, 2018 | 51,559,633 | 315,000,000 | 0 | |||||||||
Beginning balance at Dec. 31, 2018 | $ (2,101,652) | $ 14,613 | $ 160,362 | $ 3,666 | $ 3,086,307 | $ (5,000,920) | $ 14,613 | $ (344,489) | $ (6,578) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income (loss) | (361,777) | 1,527 | (363,304) | |||||||||
Exercise of stock options and release of stock awards (in shares) | 187,120 | 1,126,328 | ||||||||||
Exercise of stock options and release of stock awards | (2,098) | 12 | 515 | (2,625) | ||||||||
Share-based compensation | 15,770 | 37 | 15,733 | |||||||||
Payments to noncontrolling interests | (6,311) | (6,311) | ||||||||||
Recapitalization of equity (in shares) | (51,746,753) | (315,000,000) | 365,618,611 | |||||||||
Recapitalization of equity | 0 | (11) | (6,575) | 6,586 | ||||||||
Capital contributions | 114,967 | 114,967 | ||||||||||
Distributions | (53,783) | (53,783) | ||||||||||
Issuance of common stock (in shares) | 100,000,000 | |||||||||||
Issuance of common stock | 333,419 | 1,000 | 332,419 | |||||||||
Other comprehensive income (loss) | (6,460) | (1,397) | (5,063) | |||||||||
Other | (1,394) | (1,404) | 10 | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 0 | 466,744,939 | |||||||||
Ending balance at Dec. 31, 2019 | $ (2,054,706) | $ (7,181) | 152,814 | 4,667 | 3,489,593 | (5,349,611) | $ (7,181) | (349,552) | (2,617) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 [Member] | |||||||||||
Net income (loss) | $ (600,226) | (17,487) | (582,739) | |||||||||
Exercise of stock options and release of stock awards (in shares) | 1,958,225 | |||||||||||
Exercise of stock options and release of stock awards | (423) | 20 | 21 | (464) | ||||||||
Share-based compensation | 13,235 | 51 | 13,184 | |||||||||
Payments to noncontrolling interests | (444) | (444) | ||||||||||
Capital contributions | (114,772) | (122,204) | 183 | 7,249 | ||||||||
Other comprehensive income (loss) | (18,090) | (1,875) | (16,215) | |||||||||
Other | 5 | 10 | (3) | (2) | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 0 | 468,703,164 | |||||||||
Ending balance at Dec. 31, 2020 | (2,782,602) | 10,855 | 4,687 | 3,502,991 | (5,939,534) | (358,520) | (3,081) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income (loss) | $ (433,120) | 695 | (433,815) | |||||||||
Exercise of stock options and release of stock awards (in shares) | 23,000 | 5,777,698 | ||||||||||
Exercise of stock options and release of stock awards | $ (4,726) | 58 | (22) | (4,762) | ||||||||
Share-based compensation | 19,398 | 0 | 19,398 | |||||||||
Payments to noncontrolling interests | (473) | (473) | ||||||||||
Other comprehensive income (loss) | 7,553 | (17) | 7,570 | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | 474,480,862 | |||||||||
Ending balance at Dec. 31, 2021 | $ (3,193,970) | $ 11,060 | $ 4,745 | $ 3,522,367 | $ (6,373,349) | $ (350,950) | $ (7,843) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Consolidated net income (loss) | $ (433,120) | $ (600,226) | $ (361,777) |
Reconciling items: | |||
Depreciation, amortization and impairment charges | 372,105 | 419,821 | 314,624 |
Non-cash operating lease expense | 361,672 | 347,593 | 400,401 |
Loss on extinguishment of debt | 102,757 | 5,389 | 101,745 |
Deferred taxes | (31,582) | (80,336) | 24,067 |
Share-based compensation | 19,398 | 13,235 | 15,770 |
Amortization of deferred financing charges and note discounts | 11,538 | 11,842 | 10,300 |
Credit loss expense (reversal) | (2,727) | 19,390 | 6,223 |
Gain on disposal of operating and other assets, net | (1,722) | (65,401) | (1,873) |
Other reconciling items, net | 5,370 | (3,636) | 2,848 |
Changes in operating assets and liabilities, net of effects of disposition: | |||
Decrease (increase) in accounts receivable | (177,069) | 109,014 | (12,555) |
Decrease (increase) in prepaid expenses and other operating assets | (8,839) | 4,116 | (22,532) |
Increase in accounts payable and accrued expenses | 94,689 | 2,946 | 12,541 |
Decrease in operating lease liabilities | (389,335) | (334,017) | (407,496) |
Increase (decrease) in accrued interest | (48,032) | 28,236 | 88,551 |
Increase in deferred revenue | 1,162 | 4,956 | 2,956 |
Increase (decrease) in other operating liabilities | (9,760) | (20,730) | 40,733 |
Net cash provided by (used for) operating activities | (133,495) | (137,808) | 214,526 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (148,006) | (124,162) | (232,464) |
Asset acquisitions | (18,523) | (1,319) | 0 |
Proceeds from disposal of assets, net | 13,208 | 218,874 | 10,709 |
Other investing activities, net | 618 | 1,128 | 1,713 |
Net cash provided by (used for) investing activities | (152,703) | 94,521 | (220,042) |
Cash flows from financing activities: | |||
Draws on credit facilities | 0 | 150,000 | 0 |
Payments on credit facilities | (130,000) | (20,000) | 0 |
Proceeds from long-term debt | 2,085,570 | 375,000 | 5,475,000 |
Payments on long-term debt | (2,011,042) | (74,971) | (5,716,036) |
Debt issuance costs | (24,438) | (10,476) | (64,816) |
Proceeds from issuance of common stock | 0 | 0 | 333,419 |
Proceeds from issuance of mandatorily-redeemable preferred stock | 0 | 0 | 43,798 |
Net transfers from iHeartCommunications | 0 | 0 | 43,399 |
Proceeds from settlement of Due from iHeartCommunications | 0 | 0 | 115,798 |
Other financing activities, net | (5,327) | (1,274) | (10,553) |
Net cash provided by (used for) financing activities | (85,237) | 418,279 | 220,009 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3,655) | 2,994 | (287) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (375,090) | 377,986 | 214,206 |
Cash, cash equivalents and restricted cash at beginning of year | 795,061 | 417,075 | 202,869 |
Cash, cash equivalents and restricted cash at end of year | 419,971 | 795,061 | 417,075 |
Supplemental Disclosures: | |||
Cash paid for interest | 387,582 | 323,804 | 323,892 |
Cash paid for income taxes, net of refunds | $ 4,770 | $ 35,234 | $ 25,198 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Development of Business, Merger and Separation Clear Channel Outdoor Holdings, Inc. (“CCOH”) became a publicly traded company on the New York Stock Exchange (“NYSE”) through an initial public offering (“IPO”) on November 11, 2005. Prior to the IPO, CCOH was an indirect wholly-owned subsidiary of iHeartCommunications, Inc. (“iHeartCommunications”), a diversified media and entertainment company. On March 14, 2018, iHeartMedia, Inc. (“iHeartMedia”), the parent company of iHeartCommunications, and certain of its subsidiaries including iHeartCommunications and CCH (collectively, the “Debtors”) filed voluntary petitions for relief (the “iHeart Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). CCOH and its direct and indirect subsidiaries did not file petitions for relief under the Bankruptcy Code and were not Debtors in the iHeart Chapter 11 Cases. iHeartMedia emerged from bankruptcy on May 1, 2019 (the “Effective Date”), and, pursuant to iHeartMedia’s Plan of Reorganization, CCH, CCOH and its subsidiaries (collectively, the “Outdoor Group”) were separated from, and ceased to be controlled by, iHeartMedia and iHeartCommunications (collectively, with its subsidiaries, the “iHeart Group”) through a series of transactions (the “Separation”). Additionally, pursuant to the Settlement and Separation Agreement (the “Separation Agreement”) entered into with iHeartMedia and iHeartCommunications, the agreements governing CCOH’s relationship with iHeartCommunications were terminated. Also on the Effective Date, CCOH merged with and into CCH (the “Merger”), with CCH surviving the Merger, becoming the successor to CCOH and changing its name to Clear Channel Outdoor Holdings, Inc. All references in these financial statements to the “Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. Following the consummation of the Merger, the shares of common stock of the Company began trading on the NYSE at the opening of the market on May 2, 2019 under the symbol “CCO,” which is the same trading symbol previously used by CCOH. Refer to Note 13 for additional details regarding the Separation and Merger. Nature of Business The Company sells advertising on billboards, street furniture displays, transit displays and other advertising displays that it owns or operates within its two reportable business segments: Americas, which consists of operations primarily in the United States (“U.S.”), and Europe, which consists of operations in Europe and Singapore. The Company’s remaining operating segments, Latin America and China, prior to its sale on April 28, 2020, do not or did not meet the quantitative thresholds to qualify as reportable segments and are disclosed as “Other.” References to “International business” or “International businesses” herein refer to the Company’s operations in its Europe segment and in its Latin America and China (prior to April 28, 2020) operating segments. Refer to Note 3 for additional details on the Company’s segments. Recent Developments COVID-19 In March 2020, the World Health Organization categorized coronavirus disease 2019 (“COVID-19”) as a pandemic. While the duration and severity of the effects of the pandemic remain uncertain, the Company has taken actions to strengthen its financial position and support the continuity of its platform and operations, as follows: • The Company continues to complete contract negotiations with landlords and municipalities to better align fixed site lease expenses with reductions in revenue. Where applicable, the Company has applied the April 2020 supplemental Financial Accounting Standards Board (“FASB”) staff guidance regarding accounting for rent concessions resulting from COVID-19. The Company recognized reductions of fixed rent payments on lease and non-lease contracts due to negotiated rent abatements of $98.5 million and $77.7 million during 2021 and 2020, respectively, which was partially offset by variable rent expense. Negotiated deferrals of rent payments did not result in a reduction of rent expense. • The Company received European governmental support and wage subsidies in response to COVID-19 of $4.4 million, net of amounts in dispute, and $15.6 million during 2021 and 2020, respectively. These subsidies have been recorded as reductions in compensation and rent costs. • The Company executed upon its restructuring plans to reduce headcount, which it committed to during the third quarter of 2020. During 2021 and 2020, the Company incurred restructuring and other costs pursuant to these plans of $31.9 million and $14.6 million, respectively. Refer to Note 4 for additional details. • In June 2021, one of the Company’s subsidiaries within its Europe segment borrowed approximately $34.1 million, at current exchange rates, through a state-guaranteed loan program established in response to COVID-19. Refer to Note 6 for additional details. Disposition On April 28, 2020, the Company tendered its 50.91% stake in Clear Media Limited (“Clear Media”), a former indirect, non-wholly owned subsidiary of the Company based in China, pursuant to a voluntary conditional cash offer made by and on behalf of Ever Harmonic Global Limited (“Ever Harmonic”), and on May 14, 2020, the Company received $253.1 million in cash proceeds from the sale of its shares in Clear Media. The Company recognized a gain on the sale of Clear Media of $75.2 million, which is recorded within “Other operating income, net” on the Company’s Consolidated Statement of Loss for the year ended December 31, 2020. Preparation of Financial Statements The Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill, long-lived assets and indefinite-lived intangible assets; operating lease right-of-use assets and operating lease liabilities; assessment of the annual effective tax rate; valuation of deferred income taxes and income tax contingencies; defined-benefit plan obligations; the allowance for credit losses; assessment of lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans. The Company’s assessment of conditions and events, considered in the aggregate, indicates that the Company will be able to meet its obligations as they become due within one year after the date of these financial statements. There continues to be uncertainty in estimating the expected economic and operational impacts relative to COVID-19 as the situation continues to evolve. The estimates and assumptions used in these financial statements may change in future periods as the expected impacts from COVID-19 are revised, resulting in further potential impacts to the Company’s financial statements. Format of Presentation Prior to Separation, the historical financial statements of the Company consisted of the carve-out financial statements of the businesses of the Outdoor Group (the “Outdoor Business”). The carve-out financial statements excluded the portion of the radio businesses previously owned by CCH, which had historically been reported as part of iHeartMedia’s iHM segment prior to the Separation, and amounts attributable to CCH, which was a holding company prior to the Separation with no independent assets or operations. Upon the Separation and the transactions related thereto (the “Transactions”), the Company’s only assets, liabilities and operations were those of the Outdoor Business. In addition, the historical financial statements of the Company prior to Separation gave effect to allocations of expenses from iHeartMedia to the Company. These allocations, which ceased at the time of Separation, were made on a specifically identifiable basis or by using relative percentages of headcount or other methods management considered to be a reasonable reflection of the utilization of services provided. Certain prior period amounts in the Consolidated Statements of Cash Flows have been reclassified to conform to the 2021 presentation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, as well as entities for which the Company has a controlling financial interest or is the primary beneficiary. The Company reports noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity. Intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. Accounts Receivable Adoption of ASU 2016-13 As of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments , and all subsequently issued related amendments, which changed the methodology used to recognize impairment of the Company’s accounts receivable. Under the ASU, financial assets are presented at the net amount expected to be collected, requiring immediate recognition of estimated credit losses expected to occur over the asset’s remaining life. This is in contrast to previous GAAP, under which credit losses were not recognized until it was probable that a loss had been incurred. The Company adopted the ASU on a modified-retrospective basis through a cumulative-effect adjustment to retained earnings as of January 1, 2020, resulting in a decrease to equity of $7.2 million, including $5.4 million related to Clear Media. The Company performed its expected credit loss calculation separately by segment based on historical accounts receivable write-offs, including consideration of economic conditions such as COVID-19. Accounts Receivable Policies Accounts receivable are recorded when the Company has an unconditional right to payment, either because it has satisfied a performance obligation prior to receiving payment from the customer or has a non-cancelable contract that has been billed in advance in accordance with the Company’s normal billing terms. Accounts receivable are recorded at the invoiced amount, net of allowances for credit losses. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all other customers, the Company applies historical write-off rates, net of recoveries, to outstanding accounts receivable balances by aging bucket to determine the expected credit loss. Credit loss expense (reversal) related to accounts receivable was $(2.7) million, $19.4 million, and $6.2 million during 2021, 2020, and 2019, respectively. The increase in credit loss expense in 2020 was primarily due to COVID-19, and we experienced a net credit loss reversal in 2021 related to our recovery from COVID-19. The Company believes its concentration of credit risk is limited due to the large number and the geographic diversification of its customers. The following table discloses the components of “Accounts receivable, net” as reported in the Consolidated Balance Sheets: (In thousands) December 31, 2021 December 31, 2020 Accounts receivable $ 666,888 $ 500,372 Less: Allowance for credit losses (23,772) (32,043) Accounts receivable, net $ 643,116 $ 468,329 Restricted Cash Restricted cash is recorded in “Other current assets” and in “Other assets” in the Company’s Consolidated Balance Sheets. The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows: (In thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents in the Balance Sheet $ 410,767 $ 785,308 Restricted cash included in: Other current assets 1,685 1,433 Other assets 7,519 8,320 Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 419,971 $ 795,061 Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method at rates that, in the opinion of management, are adequate to allocate the cost of such assets over their estimated useful lives, which are as follows: Buildings and improvements — 10 to 39 years Structures — 3 to 20 years Furniture and other equipment — 2 to 20 years Leasehold improvements — shorter of economic life or lease term assuming renewal periods, if appropriate For assets associated with a lease or contract, the assets are depreciated over the shorter of the economic life or the lease or contract term, assuming renewal periods, if appropriate. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized. The Company tests for possible impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value. The Company did not recognize any impairments on property, plant and equipment during the years ended December 31, 2021 , 2020 or 2019, respectively. Refer to Note 10 for additional disclosures about the Company's property, plant and equipment. Indefinite-lived Permits The Company’s indefinite-lived permits relate to billboard permits in its Americas segment. These permits are granted for the right to operate an advertising structure at the specified location as long as the structure is in compliance with the laws and regulations of each jurisdiction. The Company’s permits are located on owned land, leased land or land for which we have acquired permanent easements. In cases in which the Company’s permits are located on leased land, if the Company loses its lease, the Company will typically obtain permission to relocate the permit or bank it with the municipality for future use. Due to significant differences in both business practices and regulations, billboards in the Company’s International business are subject to long-term, finite contracts unlike the Company’s permits in the U.S. Accordingly, there are no indefinite-lived intangible assets in the Company’s International business. The Company's indefinite-lived permits are not subject to amortization but are tested for impairment at least annually, as of July 1 of each year. The Company also tests for possible impairment of its indefinite-lived permits whenever events or changes in circumstances, such as a significant reduction in operating cash flow or a dramatic change in the manner for which the asset is intended to be used, indicate that the carrying amount of the asset may not be recoverable. The impairment test consists of a comparison of the fair value of indefinite-lived intangible assets at the market level with their carrying amounts. If the carrying amounts exceed the fair value, an impairment loss is recognized equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of an indefinite-lived asset is its new accounting basis. As prescribed in Accounting Standards Codification (“ASC”) 805-20-S99, the fair value of the indefinite-lived assets is determined using the direct valuation method, which attempts to isolate the income that is properly attributable to the indefinite-lived intangible asset alone (that is, apart from tangible and other identified intangible assets and goodwill). Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase that are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model to calculate the value that is directly attributable to the indefinite-lived intangible assets. In its application of the direct valuation method, the Company forecasts revenue, expenses and cash flows over a ten-year period for each of its markets and also calculates a “normalized” residual year, which represents the perpetual cash flows of each market. The residual year cash flow is capitalized to arrive at the terminal value of the permits in each market. The key assumptions using the direct valuation method are 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 and terminal values. This data is populated using industry-normalized information representing an average billboard permit within a market. The Company engages a third-party valuation firm to assist with the development of its assumptions used to determine of the fair value of the permits. Refer to Note 11 for additional disclosures about the Company’s indefinite-lived permits, including recent impairments. Other Intangible Assets Other intangible assets include transit, street furniture and other outdoor contractual rights; permanent easements; trademarks; and other miscellaneous intangible assets. • The Company’s transit, street furniture and other contractual rights are definite-lived intangible assets that are recorded at cost and 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. The Company periodically reviews the appropriateness of the amortization periods related to these definite-lived intangible assets. • Permanent easements are indefinite-lived intangible assets that include certain rights to use real property not owned by the Company and are tested for impairment at least annually. The Company tests for possible impairment of other intangible assets whenever events and circumstances indicate that they might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When a specific asset is determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value. Refer to Note 11 for additional disclosures about the Company's other intangible assets. Goodwill The Company performs its annual impairment test on July 1 of each year. In accordance with ASC Topic 350, the carrying amount of each reporting unit, including goodwill, is compared to the fair value of the reporting unit, and any excess, limited to the total amount of goodwill allocated to the reporting unit, is recorded as a goodwill impairment charge. The Company identifies its reporting units in accordance with ASC 350-20-55. Each of the Company’s advertising markets are components. For purposes of the goodwill test, the U.S. advertising markets within the Company’s Americas segment are aggregated into a single reporting unit, Americas; the countries within the Company’s Europe segment are aggregated into a single reporting unit, Europe; and the countries within our Latin America operating segment are aggregated into a single reporting unit, Latin America. Prior to the sale of Clear Media, the Company also had a China reporting unit. The Company uses a discounted cash flow model to determine the fair value of each reporting unit, which requires the Company to estimate future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. Refer to Note 11 for additional disclosures about the Company's goodwill, including recent impairments. Leased Assets The Company enters into contracts to use land, buildings and office space, structures, and other equipment such as automobiles and copiers. Some of these contracts enable the Company to display advertising on buses, bus shelters, trains and other private or municipal assets. Additionally, most of the Company’s advertising structures are located on leased land. No single contract or lease is material to the Company’s operations. Arrangements involving the use of property, plant and equipment are evaluated at inception to determine whether they contain a lease under ASC Topic 842. The majority of the Company’s transit contracts do not meet the definition of a lease under ASC Topic 842 due to substantive substitution rights within those contracts. The Company's leases are primarily operating leases, including land lease contracts and lease contracts for the use of space on floors, walls and exterior locations on buildings. The land leases typically have initial terms of between 10 and 20 years and renew indefinitely, with rental payments generally escalating at an inflation-based index. Land leases are typically paid in advance for periods ranging up to 12 months, although some of our international land leases are paid in advance for longer periods or in arrears. Certain of the Company's street furniture contracts also meet the definition of an operating lease. Most international street furniture display faces are operated through contracts with municipalities, which typically have terms ranging from 1 to 15 years. Operating leases are reflected on the Company’s Consolidated Balance Sheets as “Operating lease right-of-use assets,” and the related short-term and long-term liabilities are included within “Current operating lease liabilities” and “Non-current operating lease liabilities,” respectively. Right-of-use (“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 lease commencement based on the present value of lease payments over the lease term, and lease expense is recognized on a straight-line basis over the lease term. The Company’s finance leases are included within “Property, plant and equipment” on the Consolidated Balance Sheets, and the related short-term and long-term liabilities are included within “Current portion of long-term debt” and “Long-term debt,” respectively. Expenditures for maintenance are charged to operations as incurred. Certain of the Company’s operating lease agreements include rental payments that are based on a percentage of revenue, and others include rental payments that are adjusted periodically for inflationary changes. Percentage rent contracts, in which lease expense is calculated as a percentage of advertising revenue, and 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. The Company is commonly assessed VAT on its international contracts, which is treated as a non-lease component. Many of the Company’s operating lease contracts permit the Company to continue operating the leased assets after the rights and obligations of the lease agreements have expired. Such contracts are not considered to be leases after they expire, and future expected payments are not included in operating lease liabilities or ROU assets. Additionally, many of the Company's leases entered into in connection with advertising structures provide options to extend the terms of the agreements. Renewal periods are generally excluded from minimum lease payments when calculating the lease liabilities as the Company does not consider exercise of such options to be reasonably certain for most leases. Therefore, unless exercise of a renewal option is considered reasonably assured, the optional terms and payments are not included within the lease liability. The Company’s lease agreements do not contain 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 Topic 842, is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Refer to Note 7 for additional disclosures about the Company’s operating leases. Nonconsolidated Affiliates In general, 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 investee are accounted for using the equity method of accounting. The Company does not recognize gains or losses upon the issuance of securities by any of its equity-method investees. The Company reviews the value of equity-method investments and records impairment charges in the Consolidated Statements of Loss as a component of “Other income (expense), net” for any decline in value that is determined to be other-than-temporary. Asset Retirement Obligations ASC Subtopic 410-20 requires the Company to estimate its obligation to dismantle and remove its advertising structures from leased land and to reclaim the site to its original condition upon the termination or non-renewal of a lease or contract. The Company’s asset retirement obligation is reported in “Other long-term liabilities” on the Company’s Consolidated Balance Sheets. The Company records the present value of obligations associated with the retirement of its advertising structures in the period in which the obligation is incurred. Due to the high rate of lease renewals over a long period of time, the calculation assumes that the related assets will be removed at some period over the next 50 years. An estimate of third-party cost information is used with respect to the dismantling of the structures and the reclamation of the site. The interest rate used to calculate the present value of such costs over the retirement period is based on an estimated risk-adjusted credit rate for the same period. When the liability is recorded, the cost is capitalized as part of the related advertising structure’s carrying value. Over time, accretion of the liability is recognized as an operating expense, and the capitalized cost is depreciated over the expected useful life of the related asset. Refer to Note 12 for additional disclosures about the Company’s asset retirement obligations. Revenue Recognition The Company generates revenue primarily from the sale of advertising space on printed and digital out-of-home advertising displays, which may be sold as individual units or as a network package. These contracts typically cover periods of a few weeks to one year, although there are some with longer terms. Revenue contracts in our Americas segment are generally cancelable after a specified notice period, and revenue contracts in our International business are generally non-cancelable or require the customer to pay a fee to terminate the contract. Certain of these revenue transactions are considered leases for accounting purposes as the contracts convey to customers the right to control the use of the Company’s advertising displays for a period of time. To qualify as a lease, fulfillment of the contract must be dependent upon the use of a specified advertising structure, the customer must have almost exclusive use of the advertising display throughout the contract term, and the customer must also have the right to change the advertisement that is displayed throughout the contract term. The Company accounts for revenue from leases, which are all classified as operating leases, in accordance with ASC Topic 842, while the Company’s remaining revenue transactions are accounted for as revenue from contracts with customers (ASC Topic 606). Revenue from Leases Under ASC Topic 842, the Company elected a practical expedient to not separate non-lease components from associated lease components if certain criteria are met. As such, each right to control the use of an advertising display that meets the lease criteria is combined with the related installation and maintenance services provided under the contract into a single lease component. Production services, which do not meet the criteria to be combined, and each advertising display that does not meet the lease criteria (along with any related installation and maintenance services) are non-lease components. Consideration in out-of-home advertising contracts is allocated between lease and non-lease components in proportion to their relative standalone selling prices, which are generally approximated by the contractual prices for each promised service. Revenue from Contracts with Customers The Company recognizes revenue when or as it satisfies a performance obligation by transferring a promised good or service to a customer. Revenue from the sale of advertising space on displays is generally recognized ratably over the term of the contract as the advertisement is displayed. The Company also generates revenue from production and creative services, which are distinct from the advertising display services, and related revenue is recognized at the point in time the Company installs the advertising copy at the display site. The Company recognizes revenue in amounts that reflect the consideration it expects to receive in exchange for transferring goods or services to customers, excluding sales taxes and other similar taxes collected on behalf of governmental authorities (the “transaction price”). When this consideration includes a variable amount, the Company estimates the amount of consideration it expects to receive and only recognizes revenue to the extent that it is probable it will not be reversed in a future reporting period. Because the transfer of promised goods and services to the customer is generally within a year of scheduled payment from the customer, the Company is not typically required to consider the effects of the time value of money when determining the transaction price. Advertising revenue is reported net of agency commissions. Trade and barter transactions represent the exchange of display space 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 display space promised to the customer. Revenue is recognized on trade and barter transactions when the advertisements are displayed, and expenses are recorded ratably over a period that estimates when the merchandise, services or other assets received are utilized. Trade and barter revenues and expenses are included on the Company’s Consolidated Statements of Loss within “Revenue” and “Operating expenses,” respectively. Trade and barter revenues and expenses were as follows: Years Ended December 31, (In thousands) 2021 2020 2019 Trade and barter revenues $ 7,650 $ 7,851 $ 14,967 Trade and barter expenses 8,270 7,409 9,416 In order to appropriately identify the unit of accounting for revenue recognition, the Company determines which promised goods and services in a contract with a customer are distinct and are therefore separate performance obligations. If a promised good or service does not meet the criteria to be considered distinct, it is combined with other promised goods or services until a distinct bundle of goods or services exists. Certain of the Company’s contracts with customers include options for the customer to acquire additional goods or services for free or at a discount, and management judgment is required to determine whether these options are material rights that are separate performance obligations. For revenue arrangements that contain multiple distinct goods or services, the Company allocates the transaction price to these performance obligations in proportion to their relative standalone selling prices. The Company has concluded that the contractual prices for the promised goods and services in its standard contracts generally approximate management’s best estimate of standalone selling price as the rates reflect various factors such as the size and characteristics of the target audience, market location and size, and recent market selling prices. However, where the Company provides customers with free or discounted services as part of contract negotiations, management uses judgment to determine how much of the transaction price to allocate to these performance obligations. The Company receives payments from customers based on billing schedules that are established in its contracts, and deferred revenue is recorded when payment is received from a customer before the Company has satisfied the performance obligation or a non-cancelable contract has been billed in advance in accordance with the Company’s normal billing terms. Americas contracts are generally billed monthly in advance, and contracts related to our International businesses include a combination of advance billings and billings upon completion of service. Refer to Note 5 for additional disclosures about the Company’s revenue. Contract Costs Incremental costs of obtaining a contract primarily relate to sales commissions, which are included in “Selling, general and administrative expenses” on the Company’s Consolidated Statements of Loss and are generally commensurate with sales. These costs are generally expensed when incurred because the period of benefit is one year or less. Share-Based Compensation Under the fair value recognition provisions of ASC Subtopic 718-10, share-based compensation cost is measured at the grant date based on the fair value of the award. For awards that vest based on service conditions, this cost is recognized as expense on a straight-line basis over the requisite service period. For awards that vest based on performance conditions, this cost is recognized over the requisite service period if it is probable that the performance conditions will be satisfied. For awards that vest based on market conditions, this cost is recognized over the requisite service period regardless of whether the market condition is met. Determining the fair value of share-based awards at the grant date requires assumptions and judgments, such as expected volatility, among other factors. Refer to Note 14 for additional disclosures about the Company’s share-based compensation cost. Income Taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting basis and tax basis of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion or the entire asset will not be realized. The Company has not provided U.S. federal income taxes for temporary differences with respect to investments in foreign subsidiaries, which resulted in tax basis amounts greater than the financial reporting basis at December 31, 2021 . It is not apparent that these unrecognized deferred tax assets will reverse in the foreseeable future. If any excess cash held by our foreign subsidiaries were needed to fund operations in the U.S., the Company could presently repatriate available funds with minimal U.S. tax consequences, as calculated for tax law purposes. The Company regularly reviews its tax liabilities on amounts that may be distributed in future periods and provides for foreign withholding and other current and deferred taxes on any such amounts, where applicable. Prior to the Separation, the operations of the Company were included in a consolidated U.S. federal income tax return filed by iHeartMedia. However, for financial reporting purposes, the Company’s provision for income taxes was computed as if the Company filed separate consolidated U.S. federal income tax returns with its subsidiaries. Refer to Note 9 for additional disclosures about the Company’s income taxes. Asset Acquisitions The Company accounts for transactions that meet the definition of asset group purchases as asset acquisitions and allocates the acquisition purchase price to the assets acquired at their estimated relative fair values at the date of acquisition, which is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. During 2021, the Company completed several acquisitions of out-of-home advertising assets, which included a combination of structures with digital and printed faces, land, indefinite-lived permits, permanent easements and other contractual rights, for a total consideration of $19.9 million, of which $18.5 million was in cash. Financial Instruments The Company recognizes accounts receivable, accounts payable and debt in its Consolidated Balance Sheets at their carrying amounts. Due to their short maturities, the carrying amounts of accounts receivable and accounts payable approximate their fair values. Refer to Note 6 for the Company’s fair value measurement of debt. Foreign Currency Results of operations for foreign subsidiaries and foreign equity investees are translated into U.S. dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into U.S. dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of Stockholders’ Deficit on the Company’s Consolidated Balance Sheets, within “Accumulated other comprehensive loss.” Foreign currency transaction gains and losses are recorded on the Company’s Consolidated Statements of Loss, within “Other income (expense), net.” New Accounting Pronouncements Recently Adopted As previously described in the “Accounts Receivable” section of this Note, the Company adopted ASU 2016-13 as of January 1, 2020. Additionally, the Company adopted the guidance under ASU 2019-12, Simplifying the Accounting for Income Taxes , as of January 1, 2021 on a prospective basis. This update, which simplifies the accounting for income taxes by removing certain existing exceptions to the general principles in ASC Topic 740, does not have a material impact on the Company’s consolidated financial statements or disclosures. New Accounting Pronouncements Not Yet Adopted In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance , which requires disclosures that increase the transparency of certain transactions with governments. The amendments in this ASU are effective for annual periods beginning after December 15, 2021 and may be applied prospectively or retrospectively. The Company does not expect to be materially impacted by the implementation of this ASU. Reference Rate Reform For the last several years, there has been an ongoing effort amongst regulators, standard setters, financial in |
SEGMENT DATA
SEGMENT DATA | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA The Company has two reportable segments, which it believes best reflect how the Company is currently managed – Americas and Europe. The Americas segment consists of operations primarily in the U.S., and the Europe segment consists of operations in Europe and Singapore. The Company's remaining operating segments do not meet the quantitative thresholds to qualify as reportable segments and are disclosed as “Other.” Each segment provides out-of-home advertising services in its respective geographic region using various digital and traditional display types, consisting primarily of billboards, street furniture displays and transit displays. Segment Adjusted EBITDA is the profitability metric reported to the Company’s Chief Operating Decision Maker (“CODM”) for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Segment Adjusted EBITDA is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. Segment information for total assets is not presented as this information is not used by the Company’s CODM in measuring segment performance or allocating resources between segments. The following table presents the Company’s reportable segment results for the years ended December 31, 2021, 2020 and 2019: (In thousands) Years Ended December 31, 2021 2020 2019 Revenue Americas $ 1,173,620 $ 976,972 $ 1,273,018 Europe 1,008,905 804,395 1,111,770 Other (1) 58,593 73,241 299,022 Total $ 2,241,118 $ 1,854,608 $ 2,683,810 Capital Expenditures Americas $ 68,498 $ 56,312 $ 82,707 Europe 62,759 43,342 80,535 Other (1) 4,401 11,802 55,447 Corporate 12,348 12,706 13,775 Total $ 148,006 $ 124,162 $ 232,464 Segment Adjusted EBITDA Americas $ 500,304 $ 319,872 $ 510,135 Europe 49,993 (54,093) 142,590 Other (1) (333) (35,505) 73,296 Total $ 549,964 $ 230,274 $ 726,021 Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes Segment Adjusted EBITDA $ 549,964 $ 230,274 $ 726,021 Less reconciling items: Corporate expenses (2) 156,181 137,297 144,341 Depreciation and amortization 253,155 269,421 309,324 Impairment charges 118,950 150,400 5,300 Restructuring and other costs (3) 38,501 19,184 15,316 Other operating income, net (627) (53,614) (1,162) Interest expense, net 350,457 360,259 419,518 Other reconciling items (4) 100,995 5,559 122,907 Consolidated net loss before income taxes $ (467,648) $ (658,232) $ (289,523) (1) Other includes the Company's operations in Latin America and, for periods prior to the disposition of the Company's stake in Clear Media on April 28, 2020, China. Refer to Note 1 for additional details related to this disposition. (2) Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of each of the Company’s reportable segments, as well as overall executive, administrative and support functions. Share-based payments and certain restructuring and other costs are recorded in corporate expenses. (3) The restructuring and other costs line item in this reconciliation excludes those restructuring and other costs related to corporate functions, which are included with the Corporate expenses line item. (4) Other reconciling items includes Loss on extinguishment of debt, Loss on Due from iHeartCommunications, and Other income (expense), net. |
COST-SAVINGS INITIATIVES
COST-SAVINGS INITIATIVES | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
COST-SAVINGS INITIATIVES | COST-SAVINGS INITIATIVES The Company engages in various cost-savings initiatives in order to realize its long-term cost-savings goals. The Company recognizes a liability for restructuring and other related costs at fair value in the period in which it incurs a present obligation. In the case of one-time employment termination benefits, the Company recognizes a liability when the plan of termination meets certain criteria, as defined by GAAP, and has been communicated to employees. For other benefits, the Company recognizes a liability when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. Restructuring Plans to Reduce Headcount During 2020, the Company committed to restructuring plans to reduce headcount in the Americas and Europe segments as well as in Latin America, primarily in response to the impact of COVID-19. The Americas plan and the Latin America portion of the international plan were completed in 2020. In 2021, the Company continued to execute on the Europe portion of the international plan, which was revised in April 2021 to reflect delays in implementation and additional headcount reductions. Upon termination of the impacted employees in the fourth quarter of 2021, actual costs were less than our previous estimates due to fewer employees being terminated than originally expected, and remaining costs are not expected to be significant. The following table presents costs incurred in the Company’s Europe segment in connection with this portion of the restructuring plan during the years ended December 31, 2021 and 2020 and since the plan was initiated: Years Ended December 31, Total to date (In thousands) 2021 2020 December 31, Costs incurred in Europe segment: Direct operating expenses (1) $ 14,315 $ 2,382 $ 16,697 Selling, general and administrative expenses (1) 16,485 5,977 22,462 Total charges $ 30,800 $ 8,359 $ 39,159 (1) Costs are categorized as Restructuring and other costs and are therefore excluded from Segment Adjusted EBITDA. As of December 31, 2021, the total liability related to these restructuring plans was $24.3 million, which the Company expects to pay in 2022, although payments may be made through the end of the second quarter of 2023 in accordance with the terms of the Europe portion of the international plan. The following table presents changes in the liability balance during the years ended December 31, 2021, 2020 and 2019: (In thousands) Americas Europe Other Corporate Total Liability balance as of December 31, 2019 $ — $ — $ — $ — $ — Costs incurred (1) 3,208 8,359 495 2,529 14,591 Costs paid or otherwise settled (675) (5,904) (495) (1,711) (8,785) Liability balance as of December 31, 2020 $ 2,533 $ 2,455 $ — $ 818 $ 5,806 Costs incurred (1) — 30,800 — 1,077 31,877 Costs paid or otherwise settled (2,533) (9,395) — (1,439) (13,367) Liability balance as of December 31, 2021 $ — $ 23,860 $ — $ 456 $ 24,316 (1) Substantially all charges related to these plans were severance benefits and related costs. Other Restructuring Costs In addition, the Company has incurred restructuring costs associated with various other cost-savings initiatives outside of the aforementioned plans, primarily related to one-time termination benefits. In 2021, the Company recognized additional restructuring costs of $4.3 million and $1.9 million in Europe and Corporate, respectively, and in 2020, the Company recognized additional restructuring costs of $0.3 million, $0.5 million and $1.6 million in Europe, Other and Corporate, respectively. As of December 31, 2021, the total remaining liability related to these cost-savings initiatives was approximately $3.6 million and is expected to be paid through the second quarter of 2022. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue The Company’s advertising structures, which may be owned or leased, are used to generate revenue, and such revenue may be classified as revenue from contracts with customers or revenue from leases depending on the terms of the contract, as described in Note 2. The following table shows revenue from contracts with customers, revenue from leases and total revenue, disaggregated by segment, for the years ended December 31, 2021, 2020 and 2019: (In thousands) Revenue from contracts with customers Revenue from Total Revenue Year Ended December 31, 2021 Americas (1) $ 568,231 $ 605,389 $ 1,173,620 Europe (2) 905,738 103,167 1,008,905 Other (3) 47,225 11,368 58,593 Total $ 1,521,194 $ 719,924 $ 2,241,118 Year Ended December 31, 2020 Americas (1) $ 488,682 $ 488,290 $ 976,972 Europe (2) 708,465 95,930 804,395 Other (3) 63,565 9,676 73,241 Total $ 1,260,712 $ 593,896 $ 1,854,608 Year Ended December 31, 2019 Americas (1) $ 687,558 $ 585,460 $ 1,273,018 Europe (2) 968,582 143,188 1,111,770 Other (3) 275,003 24,019 299,022 Total $ 1,931,143 $ 752,667 $ 2,683,810 (1) Americas revenue is primarily generated in the U.S. but also includes revenue derived from airport displays in the Caribbean. Americas total revenue for the years ended December 31 , 2021, 2020 and 2019 includes revenue from transit displays of $170.8 million, $134.3 million and $221.3 million, respectively, including revenue from airport displays of $160.3 million, $123.8 million and $203.0 million, respectively. (2) Europe revenue consists of revenue generated in Europe and Singapore. Europe total revenue for the years ended December 31, 2021, 2020 and 2019 includes revenue from France of $264.9 million, $215.0 million and $284.4 million , respectively. (3) Other includes the Company’s businesses in Latin America and, for periods prior to the disposition of the Company’s stake in Clear Media on April 28, 2020, China. Other total revenue for the years ended December 31, 2020 and 2019 includes revenue from Latin America of $44.0 million and $89.6 million, respectively. Revenue from Contracts with Customers The following tables show the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers: (In thousands) Years Ended December 31, 2021 (1) 2020 (2) 2019 (3) Accounts receivable, net of allowance, from contracts with customers Beginning balance $ 349,799 $ 581,555 $ 367,918 Ending balance $ 492,706 $ 349,799 $ 581,555 Deferred revenue from contracts with customers Beginning balance $ 37,712 $ 52,589 $ 39,916 Ending balance $ 42,016 $ 37,712 $ 52,589 (1) The increases in the accounts receivable and deferred revenue balances from contracts with customers in 2021 were driven by higher sales and billings related to our continued recovery from COVID-19. (2) The decreases in the accounts receivable and deferred revenue balances from contracts with customers in 2020 were driven by the sale of Clear Media and lower sales and billings related to COVID-19. (3) The primary driver for the increases in the accounts receivable and deferred revenue balances from contracts with customers in 2019 was related to the implementation of ASC Topic 842 as of January 1, 2019. Because the definition of a lease is more restrictive under the new standard, fewer of the Company’s new revenue contracts meet the definition of a lease for accounting purposes, resulting in an increase in the percentage of revenue that is categorized as revenue from contracts with customers. During the years ended December 31, 2021 , 2020 and 2019, respectively, the Company recognized $36.8 million, $48.0 million and $36.8 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of that year. The Company’s contracts with customers generally have terms of one year or less; however, as of December 31, 2021 , the Company expects to recognize $96.8 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 the majority of this amount to be recognized over the next five years. Revenue from Leases As of December 31, 2021 , future lease payments to be received by the Company are as follows: (In thousands) 2022 $ 381,913 2023 33,074 2024 15,306 2025 8,828 2026 5,752 Thereafter 2,159 Total $ 447,032 Note that the future lease payments disclosed are limited to the non-cancelable period of the lease and, for contracts that require the customer to pay a significant fee to terminate the contract such that the customer is considered reasonably certain not to exercise this option, periods beyond the termination option. Payments scheduled for periods beyond a termination option are not included for contracts that allow cancellation by the customer without a significant fee. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt outstanding at December 31, 2021 and 2020 consisted of the following: (In thousands) December 31, December 31, Term Loan Facility (1) $ 1,955,000 $ 1,975,000 Revolving Credit Facility (2) — 130,000 Receivables-Based Credit Facility — — Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 1,250,000 1,250,000 Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028 (3) 1,000,000 — Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029 (4) 1,050,000 — Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024 (3),(4) — 1,901,525 Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025 375,000 375,000 Other debt (5) 39,006 6,763 Original issue discount (6,976) (8,296) Long-term debt fees (57,077) (57,706) Total debt 5,604,953 5,572,286 Less: Current portion 21,165 21,396 Total long-term debt $ 5,583,788 $ 5,550,890 (1) During 2021, the Company paid $20.0 million of the outstanding principal on the term loan facility (“Term Loan Facility”) in accordance with the terms of the senior secured credit agreement governing the senior secured credit facilities (“Senior Secured Credit Facilities”), which consist of the Term Loan Facility and the revolving credit facility (“Revolving Credit Facility”). (2) The Company repaid the $130.0 million outstanding balance under the Revolving Credit Facility on October 26, 2021 using cash on hand. (3) On February 17, 2021, the Company issued $1.0 billion aggregate principal amount of 7.75% Senior Notes due 2028. On March 4, 2021, the Company used the net proceeds from this issuance to cause Clear Channel Worldwide Holdings, Inc. (“CCWH”), a subsidiary of the Company, to redeem $940.0 million aggregate principal amount of its 9.25% Senior Notes due 2024 (“CCWH Senior Notes”) at a redemption price equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. (4) On June 1, 2021, the Company issued $1.05 billion aggregate principal amount of 7.5% Senior Notes due 2029. On June 16, 2021, the Company used the net proceeds from this issuance to cause CCWH to redeem all of the outstanding $961.5 million aggregate principal amount of its CCWH Senior Notes at a redemption price equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. (5) Other debt includes various borrowings and finance leases utilized for general operating purposes. On June 29, 2021, one of the Company’s non-guarantor European subsidiaries entered into a state-guaranteed loan of €30.0 million, or approximately $34.1 million at current exchange rates, with a third-party lender. The term of this unsecured loan, which is guaranteed by the government of that country, will range from one As a result of the CCWH Senior Notes redemptions described in the footnotes to the above table, the Company recognized debt extinguishment losses of $102.8 million during 2021. The Company recognized debt extinguishment losses of $5.4 million in 2020 upon repayment of the CCIBV promissory note and $101.7 million in 2019 related to partial redemption of the CCWH Senior Notes. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $5.9 billion and $5.6 billion at December 31, 2021 and December 31, 2020, respectively. Under the fair value hierarchy established by ASC 820-10-35, the inputs used to determine the market value of the Company’s debt are classified as Level 1. Senior Secured Credit Facilities On August 23, 2019, the Company and the guarantors thereof entered into a credit agreement (the “Senior Secured Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, the syndication agent party thereto, the co-documentation agents party thereto, the lenders party thereto, and the joint lead arrangers and joint bookrunners party thereto. The Senior Secured Credit Agreement governs the Company’s Term Loan Facility and Revolving Credit Facility. In June 2020, the Company entered into an amendment to the Senior Secured Credit Agreement, to, among other things, suspend the springing financial covenant through June 30, 2021 and delay the scheduled financial covenant step-down until March 31, 2022. In May 2021, the Company entered into a second amendment to the Senior Secured Credit Agreement to, among other things, extend the suspended springing financial covenant through December 31, 2021 and further delay the scheduled financial covenant step-down until September 30, 2022. Size and Availability The Senior Secured Credit Agreement provides for the Term Loan Facility in an aggregate principal amount of $2,000.0 million and the Revolving Credit Facility in an aggregate principal amount of $175.0 million. The Company is the borrower under the Senior Secured Credit Facilities. The Revolving Credit Facility includes sub-facilities for letters of credit and for short-term borrowings referred to as the swing line borrowings. In addition, the Senior Secured Credit Agreement provides that the Company may request at any time, subject to customary and other conditions, incremental term loans or incremental revolving credit commitments. The lenders under the Senior Secured Credit Facilities are not under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans will be subject to certain customary conditions precedent and other provisions. Interest Rate and Fees Borrowings under the Senior Secured Credit Agreement bear interest at a rate per annum equal to the Applicable Rate (as defined therein) plus, at the Company’s option, either (a) a base rate determined by reference to the highest of (1) the Federal Funds Rate plus 0.50%, (2) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate” and (3) the Eurocurrency rate that would be calculated as of such day in respect of a proposed Eurocurrency rate loan with a one-month interest period plus 1.00%, or (b) a Eurocurrency rate that is equal to the LIBOR rate as published by Bloomberg two business days prior to the commencement of the interest period. Amortization and Maturity The term loans under the Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the balance being payable on August 23, 2026. The Revolving Credit Facility matures on August 23, 2024. Prepayments The Senior Secured Credit Facilities contain customary mandatory prepayments, including with respect to excess cash flow, asset sale proceeds and proceeds from certain incurrences of indebtedness. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time after the six-month anniversary of the closing of the Senior Secured Credit Facilities without premium or penalty, other than customary breakage costs with respect to LIBOR loans. Guarantees and Security The Senior Secured Credit Facilities are guaranteed by certain existing and wholly-owned domestic subsidiaries of the Company. All obligations under the Senior Secured Credit Facilities and the guarantees of those obligations are secured by a perfected first priority security interest in all of the Company’s and the guarantors’ assets securing the Senior Secured Credit Facilities on a pari passu basis with the liens on such assets (other than the assets securing the Company’s Receivables-Based Credit Facility) (such assets, other than accounts receivable and certain other assets, the “CCOH Senior Secured Notes Priority Collateral”) and a perfected second priority security interest in all of the Company’s and the guarantors’ assets securing the Receivables-Based Credit Facility on a first-priority basis (the “ABL Priority Collateral” and, together with the CCOH Senior Secured Notes Priority Collateral, the “CCOH Senior Secured Notes Collateral”). Certain Covenants The Senior Secured Credit Agreement contains a springing financial covenant which is applicable solely to the Revolving Credit Facility. The springing financial covenant generally requires compliance with a first lien net leverage ratio of 7.60 to 1.00, with a stepdown to 7.10 to 1.00 if the balance of the Revolving Credit Facility is greater than $0 and undrawn letters of credit exceed $10 million. Pursuant to the second amendment to the Senior Secured Credit Agreement, the springing financial covenant was suspended through December 31, 2021, and the scheduled financial covenant step-down is delayed until September 30, 2022. In addition, the Company is required to maintain minimum cash on hand and availability under the Receivables-Based Credit Facility and Revolving Credit Facility of $150 million for all reporting periods through March 31, 2022. The Senior Secured Credit Agreement also includes negative covenants that, subject to significant exceptions, limit the Company’s ability and the ability of its restricted subsidiaries 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 stock; make investments, loans, or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; enter into agreements that restrict its restricted subsidiaries’ ability to make distributions; and amend or waive organizational documents. As of December 31, 2021, the Company was in compliance with all covenants contained in the Senior Secured Credit Agreement, as amended. Receivables-Based Credit Facility On August 23, 2019, concurrently with the entry into the Senior Secured Credit Agreement, the Company entered into a receivables-based credit agreement (the “Receivables-Based Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and L/C issuer, the other lenders and L/C issuers party thereto, the joint lead arrangers and bookrunners party thereto and the co-documentation agents party thereto. The Receivables-Based Credit Agreement governs the Company’s Receivables-Based Credit Facility. The Company and certain of its subsidiaries are borrowers under the Receivables-Based Credit Facility. The Receivables-Based Credit Facility includes sub-facilities for letters of credit and for short-term borrowings referred to as the swing line borrowings. In addition, the Receivables-Based Credit Agreement provides that the Company has the right at any time, subject to customary conditions, to request incremental commitments on terms set forth in the Receivables-Based Credit Agreement. Size and Availability The Receivables-Based Credit Agreement provides for an asset-based revolving credit facility, with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (i) the borrowing base, which equals 85.0% of the eligible accounts receivable of the borrower and the subsidiary borrowers, subject to customary eligibility criteria minus any reserves, and (ii) the aggregate revolving credit commitments. The aggregate revolving credit commitments are $125.0 million. Interest Rate and Fees Borrowings under the Receivables-Based Credit Agreement bear interest at a rate per annum equal to the Applicable Rate (as defined therein) plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate,” (c) the Eurocurrency rate that would be calculated as of such day in respect of a proposed Eurocurrency rate loan with a one-month interest period plus 1.00% and (d) 0.00%, or (2) a Eurocurrency rate equal to the LIBOR rate as published by Bloomberg two business days prior to the commencement of the interest period. In addition to paying interest on outstanding principal under the Receivables-Based Credit Agreement, the Company is required to pay a commitment fee to the lenders under the Receivables-Based Credit Agreement in respect of the unutilized revolving commitments thereunder. The Company is also required to pay a customary letter of credit fee for each issued letter of credit. Maturity Borrowings under the Receivables-Based Credit Agreement mature, and lending commitments thereunder terminate, on August 23, 2024. Prepayments If at any time, the outstanding amount under the Receivables-Based Credit Agreement exceeds the lesser of (i) the aggregate amount committed by the revolving credit lenders and (ii) the borrowing base, the Company will be required to prepay first, any protective advances, and second, any outstanding revolving loans and swing line loans and/or cash collateralize letters of credit in an aggregate amount equal to such excess, as applicable. Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the Receivables-Based Credit Agreement at any time without premium or penalty. Any voluntary prepayments made will not reduce commitments under the Receivables-Based Credit Agreement. Guarantees and Security The Receivables-Based Credit Facility is guaranteed by certain subsidiaries of the Company that guarantee the Senior Secured Credit Agreement. All obligations under the Receivables-Based Credit Agreement and the guarantees of those obligations are secured by a perfected first priority security interest in the ABL Priority Collateral and a perfected second priority security interest in the CCOH Senior Secured Notes Priority Collateral. Certain Covenants The Receivables-Based Credit Agreement contemplates that if borrowing availability is less than an amount set forth therein, the Company will be required to comply with a fixed charge coverage ratio of no less than 1.00 to 1.00 for the most recent period of four consecutive fiscal quarters ended prior to the occurrence of the Covenant Trigger Period (as defined in the Receivables-Based Credit Agreement), and will be required to continue to comply with this minimum fixed charge coverage ratio for a certain period of time until borrowing availability recovers. The fixed charge coverage ratio did not apply for the four quarters ended December 31, 2021 because a Covenant Trigger Period was not in effect. The Receivables-Based Credit Agreement also includes negative covenants that, subject to significant exceptions, limit the Company’s ability and the ability of its restricted subsidiaries 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 stock; make investments, loans, or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; enter into agreements that restrict its restricted subsidiaries’ ability to make distributions; and amend or waive organizational documents. As of December 31, 2021, the Company was in compliance with all covenants contained in the Receivables-Based Credit Agreement. CCOH 5.125% Senior Secured Notes Due 2027 On August 23, 2019, concurrently with the entry into the Senior Secured Credit Agreement and Receivables-Based Credit Facility, the Company completed the sale of $1,250.0 million in aggregate principal amount of CCOH Senior Secured Notes (the “CCOH Senior Secured Notes”). The CCOH Senior Secured Notes were issued pursuant to an indenture, dated as of August 23, 2019 (the “CCOH Senior Secured Notes Indenture”), among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank National Association, as trustee and as collateral agent. The CCOH Senior Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.125% per annum. Interest on the CCOH Senior Secured Notes is payable to the holders thereof semi-annually on February 15 and August 15 of each year. Guarantees and Security The CCOH Senior Secured Notes are guaranteed fully and unconditionally on a senior secured basis by the Company’s existing and future wholly-owned domestic subsidiaries that guarantee the Company’s obligations under the Term Loan Facility and the Revolving Credit Facility. The CCOH Senior Secured Notes and the guarantees thereof are secured on a first-priority basis by security interests in the CCOH Senior Secured Notes Priority Collateral and on a second-priority basis by security interests in the ABL Priority Collateral, in each case, other than any excluded assets and subject to intercreditor agreements. The CCOH Senior Secured Notes and the guarantees are general senior secured obligations of the Company and the guarantors thereof and rank pari passu in right of payment with the Company’s and the guarantors’ existing and future senior indebtedness, including the Senior Secured Credit Facilities, the Receivables-Based Credit Facility, the CCOH 7.75% Senior Notes and the CCOH 7.5% Senior Notes. Redemptions The Company may redeem all or a portion of the CCOH Senior Secured Notes beginning on August 15, 2022 at the redemption prices set forth in the CCOH Senior Secured Notes Indenture. Prior to August 15, 2022, the Company may redeem all or a portion of the CCOH Senior Secured Notes at a redemption price equal to 100% of the principal amount of the CCOH Senior Secured Notes plus the “make-whole” premium described in the CCOH Senior Secured Notes Indenture. The Company may redeem up to 40% of the aggregate principal amount of the CCOH Senior Secured Notes at any time prior to August 15, 2022 using the net proceeds from certain equity offerings at 105.125% of the principal amount of the CCOH Senior Secured Notes. During any twelve month period prior to August 15, 2022, subject to certain exceptions and conditions, the Company may also redeem up to 10% of the then outstanding aggregate principal amount of CCOH Senior Secured Notes at a redemption price equal to 103% of the aggregate principal amount of the CCOH Senior Secured Notes being redeemed, provided that at the time of any such redemption, there are no outstanding borrowings under the Senior Secured Credit Facilities (including any amounts drawn under any revolving credit facility or other borrowings outstanding in respect of any term loans), and no such redemption can be made with the proceeds of any indebtedness that refinances existing indebtedness. Certain Covenants The CCOH Senior Secured Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional debt or issue certain preferred stock; redeem, purchase or retire subordinated debt; make certain investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not Guarantors; enter into certain transactions with affiliates; merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; sell certain assets, including capital stock of the Company’s subsidiaries; designate the Company’s subsidiaries as unrestricted subsidiaries; pay dividends, redeem or repurchase capital stock or make other restricted payments; and incur certain liens. As of December 31, 2021, the Company was in compliance with all covenants contained in the CCOH Senior Secured Notes Indenture. CCOH 7.75% Senior Notes Due 2028 On February 17, 2021, the Company completed the sale of $1.0 billion aggregate principal amount of 7.75% Senior Notes due 2028 (the “CCOH 7.75% Senior 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 U.S. pursuant to Regulation S under the Securities Act. On the same date, the Company entered into an indenture, dated as of February 17, 2021 (the “CCOH 7.75% Senior Notes Indenture”), by and among the Company, the subsidiaries of the Company acting as guarantors party thereto (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee. The CCOH 7.75% Senior Notes mature on April 15, 2028 and bear interest at a rate of 7.75% per annum. Interest on the CCOH 7.75% Senior Notes is payable to the holders thereof semi-annually on April 15 and October 15 of each year, with the first payment made on October 15, 2021. Guarantees and Security The CCOH 7.75% Senior Notes are guaranteed on a senior unsecured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The CCOH 7.75% Senior Notes (i) rank pari passu in right of payment with all existing and future senior indebtedness of the Company; (ii) are senior in right of payment to all of the future subordinated indebtedness of the Company and the Guarantors; (iii) are effectively subordinated to all of the Company’s and the Guarantors’ existing and future indebtedness secured by a lien, to the extent of the value of such collateral; and (iv) are structurally subordinated to any existing and future obligations of any existing or future subsidiaries of the Company that do not guarantee the CCOH 7.75% Senior Notes, including all of the Company’s foreign subsidiaries. Redemptions The Company may redeem all or a portion of the CCOH 7.75% Senior Notes beginning on April 15, 2024 at the redemption prices set forth in the CCOH 7.75% Senior Notes Indenture. Prior to April 15, 2024, the Company may redeem all or a portion of the CCOH 7.75% Senior Notes at a redemption price equal to 100% of the principal amount of the CCOH 7.75% Senior Notes plus the “make-whole” premium described in the CCOH 7.75% Senior Notes Indenture. The Company may redeem up to 40% of the aggregate principal amount of the CCOH 7.75% Senior Notes at any time prior to April 15, 2024 using the net proceeds from certain equity offerings at 107.75% of the principal amount of the CCOH 7.75% Senior Notes. Certain Covenants The CCOH 7.75% Senior Notes Indenture contains covenants that limit the Company’s 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 the Company’s restricted subsidiaries that are not Guarantors; (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 the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments; and (x) incur certain liens. As of December 31, 2021, the Company was in compliance with all covenants contained in the CCOH 7.75% Senior Notes Indenture. CCOH 7.5% Senior Notes Due 2029 On June 1, 2021, the Company completed the sale of $1.05 billion aggregate principal amount of 7.5% Senior Notes due 2029 (the “CCOH 7.5% Senior Notes”) in a private placement to qualified institutional buyers under Rule 144A under the Securities Act and to persons outside the U.S. pursuant to Regulation S under the Securities Act. On the same date, the Company entered into an indenture, dated as of June 1, 2021 (the “CCOH 7.5% Senior Notes Indenture”), by and among the Company, the Guarantors, and U.S. Bank National Association, as trustee. The CCOH 7.5% Senior Notes mature on June 1, 2029 and bear interest at a rate of 7.5% per annum. Interest on the CCOH 7.5% Senior Notes is payable to the holders thereof semi-annually on June 1 and December 1 of each year, with the first payment made on December 1, 2021. Guarantees and Security The CCOH 7.5% Senior Notes are guaranteed on a senior unsecured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The CCOH 7.5% Senior Notes (i) rank pari passu in right of payment with all existing and future senior indebtedness of the Company; (ii) are senior in right of payment to all of the future subordinated indebtedness of the Company and the Guarantors; (iii) are effectively subordinated to all of the Company’s and the Guarantors’ existing and future indebtedness secured by a lien, to the extent of the value of the collateral securing such debt; and (iv) are structurally subordinated to any existing and future obligations of any existing or future subsidiaries of the Company that do not guarantee the CCOH 7.5% Senior Notes, including all of the Company’s foreign subsidiaries. Redemptions The Company may redeem all or a portion of the CCOH 7.5% Senior Notes beginning on June 1, 2024 at the redemption prices set forth in the CCOH 7.5% Senior Notes Indenture. Prior to June 1, 2024, the Company may redeem all or a portion of the CCOH 7.5% Senior Notes at a redemption price equal to 100% of the principal amount of the CCOH 7.5% Senior Notes plus the “make-whole” premium described in the CCOH 7.5% Senior Notes Indenture. The Company may redeem up to 40% of the aggregate principal amount of the CCOH 7.5% Senior Notes at any time prior to June 1, 2024 using the net proceeds from certain equity offerings at 107.5% of the principal amount of the CCOH 7.5% Senior Notes. Certain Covenants The CCOH 7.5% Senior Notes Indenture contains covenants that limit the Company’s 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 the Company’s restricted subsidiaries that are not Guarantors; (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 the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments; and (x) incur certain liens. As of December 31, 2021, the Company was in compliance with all covenants contained in the CCOH 7.5% Senior Notes Indenture. CCIBV 6.625% Senior Secured Notes Due 2025 On August 4, 2020, Clear Channel International B.V. (“CCIBV”), an indirect wholly-owned subsidiary of the Company, issued $375.0 million aggregate principal amount of 6.625% Senior Secured Notes due 2025 (the “CCIBV Senior Secured Notes”). The CCIBV Senior Secured Notes were issued under an indenture, dated as of August 4, 2020 (the “CCIBV Senior Secured Notes Indenture”), among CCIBV, the CCIBV Guarantors (as defined below), U.S. Bank National Association as trustee, paying agent, registrar, authentication agent and transfer agent, and U.S. Bank Trustees Limited as security agent. The CCIBV Senior Secured Notes mature on August 1, 2025 and bear interest at a rate of 6.625% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, with the first payment made on April 1, 2021. Guarantees and Security The CCIBV Senior Secured Notes are guaranteed by certain of CCIBV's existing and future subsidiaries (collectively, the “CCIBV Guarantors”). The Company does not guarantee the CCIBV Senior Secured Notes. The CCIBV Senior Secured Notes and certain of the guarantees (the “secured guarantees”) are secured by pledges over (i) the capital stock and material bank accounts of CCIBV and certain of its indirect subsidiaries and (ii) the net intercompany balance by and between the parent holding company of CCIBV and CCIBV subject to certain conditions as set forth in the CCIBV Senior Secured Notes Indenture. The CCIBV Senior Secured Notes and secured guarantees rank, in right of payment, pari passu to unsubordinated indebtedness and senior to subordinated indebtedness of CCIBV and the Guarantors, as applicable, and rank, in right of security, senior to unsecured and junior lien indebtedness of CCIBV and the Guarantors, as applicable, to the extent of the value of the assets that constitute collateral. Redemptions CCIBV may redeem the CCIBV Senior Secured Notes at its option, in whole or part, at the redemption prices set forth in the CCIBV Senior Secured Notes Indenture plus accrued and unpaid interest to the redemption date. Certain Covenants The CCIBV Senior Secured Notes Indenture contains covenants that limit CCIBV's ability and the ability of its restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) create liens on assets; (v) engage in certain transactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell all or substantially all of CCIBV's assets. Future Maturities of Long-term Debt Future maturities of long-term debt as of December 31, 2021 are as follows: (in thousands) 2022 $ 21,165 2023 21,141 2024 20,443 2025 395,355 2026 1,875,314 Thereafter 3,335,588 Total (1) $ 5,669,006 (1) Excludes original issue discount and long-term debt fees of $7.0 million and $57.1 million, respectively, which are amortized through interest expense over the life of the underlying debt obligations Letters of Credit, Surety Bonds and Guarantees As of December 31, 2021 , the Company had $43.2 million of letters of credit outstanding under its Revolving Credit Facility, resulting in $131.8 million of remaining excess availability. Additionally, the Company had $47.9 million of letters of credit outstanding under its Receivables-Based Credit Facility, resulting in $77.1 million of excess availability. Additionally, as of December 31, 2021 , the Company had $90.7 million and $29.5 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by $8.8 million of cash collateral. These letters of credit, surety bonds and bank guarantees relate to various operational matters, including insurance, bid, concession and performance bonds, as well as other items. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments The Company has various commitments under non-cancelable contracts, including contracts that meet the definition of a lease under ASC Topic 842, as previously described. Non-cancelable contracts that provide the supplier with a substantive substitution right regarding the property, plant and equipment used to fulfill the contract do not meet the definition of a lease for accounting purposes and have been included within non-lease non-cancelable contracts in the table below. Additionally, the Company has capital expenditure commitments relating to required purchases of property, plant, and equipment under certain transit and street furniture contracts, and certain of the Company’s contracts contain penalties for not fulfilling its commitments related to its obligations to build bus stops, kiosks and other public amenities or advertising structures. Historically, any such penalties have not materially impacted the Company’s financial position or results of operations. As of December 31, 2021 , the Company’s future minimum payments under non-lease non-cancelable contracts in excess of one year and capital expenditure commitments consisted of the following: (In thousands) Non-Lease Capital Non-Cancelable Expenditure Contracts Commitments 2022 $ 283,314 $ 48,165 2023 239,571 32,083 2024 211,196 13,398 2025 170,917 8,035 2026 122,085 9,721 Thereafter 263,779 31,846 Total $ 1,290,862 $ 143,248 Refer to Note 7 for the Company’s future maturities of operating lease liabilities as of December 31, 2021 . Legal Proceedings The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations. Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial disputes, employment and benefits related claims, land use and zoning, governmental fines, intellectual property claims and tax disputes. China Investigation Two former employees of Clear Media, a former indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed on the Hong Kong Stock Exchange, have been convicted in China of certain crimes, including the crime of misappropriation of Clear Media funds, and sentenced to imprisonment. The Company is not aware of any litigation, claim or assessment pending against the Company in relation to this proceeding. Based on information known to date, the Company believes any contingent liabilities arising from potential misconduct that has been or may be identified by the investigation in China would not be material to the Company’s consolidated financial statements. The Company advised both the SEC and the U.S. Department of Justice ("DOJ") of the investigation at Clear Media and is cooperating to provide documents, interviews and information to the agencies. Subsequent to the announcement that the Company was considering a strategic review of its stake in Clear Media, in March 2020, Clear Channel Outdoor Holdings received a subpoena from the staff of the SEC and a Grand Jury subpoena from the U.S. Attorney's Office for the Eastern District of New York, both in connection with the previously disclosed investigations. On April 28, 2020, the Company tendered the shares representing its 50.91% stake in Clear Media to Ever Harmonic, a special-purpose vehicle wholly owned by a consortium of investors which includes the chief executive officer and an executive director of Clear Media, and on May 14, 2020, the Company received the final proceeds of the sale. In connection with the sale of its shares in Clear Media, the Company entered into an Investigation and Litigation Support Agreement with Clear Media and Ever Harmonic that requires Clear Media, if requested by the SEC and/or DOJ, to use reasonable efforts to timely provide relevant factual information to the SEC and/or DOJ, among other obligations. The Clear Media investigation could implicate the books and records, internal controls and anti-bribery provisions of the U.S. Foreign Corrupt Practices Act, which statute and regulations provide for potential monetary penalties as well as criminal and civil sanctions. It is possible that monetary penalties and other sanctions could be assessed on the Company in connection with this matter. The nature and amount of any monetary penalty or other sanctions cannot reasonably be estimated at this time and could be qualitatively or quantitatively material to the Company. The Company has begun meeting with these agencies to engage in discussions about potential resolution of these matters, but these discussions are in a preliminary stage and there can be no guarantee that any resolution shall be reached or, if one is reached, the timing of any such resolution. In connection with this investigation, the SEC has also requested information regarding the Company’s historical oversight of its business in Italy and the misstatements and related forensic investigation, as described below. The Company is cooperating to provide documents and information responsive to the SEC inquiries and is voluntarily sharing the documents and information with the DOJ. Italy Investigation During the three months ended June 30, 2018, the Company identified misstatements associated with VAT obligations in its business in Italy, which resulted in an understatement of its VAT obligation of $16.9 million as of December 31, 2017. Upon identification of these misstatements, the Company undertook certain procedures, including a forensic investigation. In addition, the Company voluntarily disclosed the matter and findings to the Italian tax authorities in order to commence a discussion on the appropriate calculation of the VAT position. In February 2021, the Company negotiated a final settlement with the Italian tax authorities to repay a substantial portion of the VAT previously applied as a credit in relation to the transactions under investigation, amounting to approximately $21.7 million, including penalties and interest. The Company had previously made payments of $8.1 million and applied VAT recoverable of $1.7 million against the outstanding balance. During the year ended December 31, 2021, the Company paid an additional $5.4 million, with the majority of the residual amount to be paid in quarterly installments over the next four years. Other Contingencies In various areas in which the Company operates, out-of-home advertising is the object of restrictive and, in some cases, prohibitive zoning and other regulatory provisions, either enacted or proposed. The impact to the Company of loss of displays due to governmental action has been somewhat mitigated by Federal and state laws mandating compensation for such loss and constitutional restraints. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income Tax Benefit (Expense) Significant components of the provision for income tax benefit (expense) are as follows: (In thousands) Years Ended December 31, 2021 2020 2019 Current - federal $ — $ — $ (813) Current - foreign 4,239 (22,667) (43,941) Current - state (1,293) 337 (3,433) Total current benefit (expense) 2,946 (22,330) (48,187) Deferred - federal 25,830 62,167 3,762 Deferred - foreign 74 3,936 (27,980) Deferred - state 5,678 14,233 151 Total deferred benefit (expense) 31,582 80,336 (24,067) Income tax benefit (expense) $ 34,528 $ 58,006 $ (72,254) In 2021 , the Company recognized a current tax benefit of $2.9 million, compared to current tax expense of $22.3 million and $48.2 million in 2020 and 2019, respectively. The current tax expense for 2019 was primarily related to foreign income taxes on operating profits generated in certain jurisdictions during the period. Current taxes in 2020 and 2021 were lower primarily due to the economic impact of COVID-19; however, in 2020 this was partially offset by $23.3 million of current tax expense that the Company recorded related to the sale of its stake in Clear Media. The current tax benefit for 2021 was primarily related to the reduction in unrecognized tax benefits as a result of settlements with taxing authorities. In 2021 , the Company recognized a deferred tax benefit of $31.6 million, compared to deferred tax benefit of $80.3 million in 2020 and deferred tax expense of $24.1 million in 2019. Deferred tax expense for 2019 was primarily due to valuation allowances recorded against international deferred tax assets. The deferred tax benefits for 2020 and 2021 were primarily driven by impairment charges on the Company’s indefinite-lived permits, which resulted in a reduction in the associated deferred tax liability without a corresponding change in valuation allowance. Additionally, in 2020, the Company recorded $36.4 million of deferred tax expense related to the sale of its stake in Clear Media, with a net impact of $23.6 million after offset of the valuation allowance. Deferred Taxes Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2021 and 2020 are as follows: (In thousands) December 31, December 31, 2021 2020 Deferred tax liabilities: Operating lease right-of-use asset $ 369,676 $ 370,080 Intangibles and fixed assets (1) 349,924 402,675 Other 7,792 1,983 Total deferred tax liabilities 727,392 774,738 Deferred tax assets: Operating lease liabilities 376,424 376,185 Net operating loss carryforwards (2) 262,190 237,066 Interest expense carryforwards (3) 105,808 96,563 Accrued expenses 19,437 15,190 Stock-based compensation expense (4) 4,717 9,478 Credit loss provision 4,512 6,000 Other 26,204 28,878 Total deferred tax assets 799,292 769,360 Less: Valuation allowance (5) 396,479 350,891 Net deferred tax assets (6) 402,813 418,469 Net deferred tax liabilities $ 324,579 $ 356,269 (1) The deferred tax liabilities associated with intangibles and fixed assets primarily relate to the differences in the book and tax basis of acquired billboard permits and tax-deductible goodwill created from the Company’s various stock acquisitions. In accordance with ASC Subtopic 350-10, the Company does not amortize its book basis in permits. As a result, this deferred tax liability will not reverse over time and will continue to increase unless the Company recognizes impairment charges related to its permits and tax-deductible goodwill or sells its permits. As described in Note 11, the Company impaired its permits in 2021, driving a decrease in the related deferred tax liability. (2) At December 31, 2021 , the Company had recorded deferred tax assets for net operating loss carryforwards (tax-effected) for federal and state income tax purposes of $84.3 million. The Company’s federal and certain state net operating losses carry forward indefinitely without expiration, while the remaining state net operating loss carryforwards expire in various amounts through 2041. At December 31, 2021 , the Company had recorded $177.9 million (tax-effected) of deferred tax assets for foreign net operating loss carryforwards, the majority of which may be carried forward without expiration. (3) Section 163(j) of the Internal Revenue Code generally limits the deduction for business interest expense to 30% of adjusted taxable income and provides that any disallowed interest expense may be carried forward indefinitely. In applying the rules under Section 163(j), the Company made the election to be considered an operator of a “real property trade or business” and recorded a carryforward deferred tax asset (tax-effected) for federal and state purposes related to interest expense limitations on its non-real property assets. (4) Full realization of the deferred tax assets related to stock-based compensation expense under ASC Subtopic 718-10 requires stock options to be exercised at a price equaling or exceeding the sum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at the grant date. Accordingly, there can be no assurance that the stock price of the Company’s common stock will rise to levels sufficient to realize the entire deferred tax benefit currently reflected in the Company’s Consolidated Balance Sheet. See Note 14 for additional discussion of ASC Subtopic 718-10. (5) Due to the Company’s evaluation of all available evidence, including significant negative evidence of cumulative losses in the related jurisdictions, the Company continues to record valuation allowances on deferred tax assets that are not expected to be realized. As of December 31, 2021, the Company had a valuation allowances of $158.2 million recorded against a portion of its federal and state deferred tax assets and $238.3 million recorded against its deferred tax assets in foreign jurisdictions. (6) The Company expects to realize the benefits of this portion of its deferred tax assets based upon its assessment of deferred tax liabilities that will reverse in the same carryforward period and jurisdiction and are of the appropriate character, as well as the Company's ability to generate future taxable income in certain tax jurisdictions. Any deferred tax liabilities associated with acquired billboard permits and tax-deductible goodwill intangible assets are not relied upon as a source of future taxable income as these intangible assets have an indefinite life. Effective Tax Rate Loss before income taxes was as follows: (In thousands) Years Ended December 31, 2021 2020 2019 U.S. $ (321,194) $ (481,300) $ (262,201) Foreign (146,454) (176,932) (27,322) Total loss before income taxes $ (467,648) $ (658,232) $ (289,523) The reconciliation of income tax computed at the U.S. federal statutory rates to income tax benefit (expense) is: (In thousands) Years Ended December 31, 2021 2020 2019 Amount Percent Amount Percent Amount Percent Income tax benefit at statutory rates $ 98,206 21.0 % $ 138,229 21.0 % $ 60,800 21.0 % State income taxes, net of federal tax effect 10,088 2.2 % 13,812 2.1 % 6,937 2.4 % Foreign income taxes (31,012) (6.6) % (56,865) (8.6) % (77,659) (26.8) % Nondeductible items (229) 0.0 % (1,047) (0.2) % (760) (0.3) % Changes in valuation allowance and other estimates (45,710) (9.8) % (39,726) (6.0) % (58,940) (20.4) % Other, net 3,185 0.7 % 3,603 0.5 % (2,632) (0.9) % Income tax benefit (expense) $ 34,528 7.4 % $ 58,006 8.8 % $ (72,254) (25.0) % The Company recorded tax benefit of $34.5 million and $58.0 million during 2021 and 2020, respectively, and tax expense of $72.3 million during 2019. The effective tax rate in each of these years of 7.4%, 8.8% and (25.0)%, respectively, was largely impacted by the valuation allowance recorded against deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company's ability to realize those assets in future periods. Additionally, during 2020, the Company recorded tax expense of $59.7 million as a result of the sale of the Company’s stake in Clear Media, with a net impact of $46.9 million after offset of the valuation allowance. Unrecognized Tax Benefits A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (In thousands) Years Ended December 31, Unrecognized Tax Benefits 2021 2020 Balance at beginning of period $ 33,743 $ 37,334 Increases for tax position taken in the current year 2,145 1,834 Increases for tax positions taken in previous years 432 7,405 Decreases for tax position taken in previous years (1) (5,595) (11,612) Decreases due to settlements with tax authorities (5,166) — Decreases due to lapse of statute of limitations (2) (978) (1,218) Balance at end of period $ 24,581 $ 33,743 (1) During 2020, the Company reversed $8.4 million in unrecognized tax benefits as a result of selling its 50.91% stake in Clear Media. (2) All federal income tax matters through 2018 are closed. Substantially all material state, local, and foreign income tax matters have been concluded for years through 2007. The Company records interest and penalties related to unrecognized tax benefits in current income tax expense. At December 31, 2021 and 2020, the total amount of interest accrued was $4.6 million and $6.0 million, respectively, resulting in total unrecognized tax benefits, including accrued interest and penalties, of $29.2 million and $39.7 million, respectively. The unrecognized tax benefits, net of deposits on account with taxing authorities, are reflected on the Company’s Consolidated Balance Sheets as follows: $16.0 million and $23.8 million is included in “Other long-term liabilities” at December 31, 2021 and 2020, respectively, and $4.0 million is included in “Accrued expenses” at December 31, 2020. In addition, $12.7 million and $11.9 million of unrecognized tax benefits are netted with the Company’s deferred tax assets for its net operating loss carryforwards at December 31, 2021 and 2020, respectively. The total amount of unrecognized tax benefits at December 31, 2021 and 2020 that, if recognized, would impact the effective income tax rate was $12.1 million and $23.4 million, respectively. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The following table provides the components of ASC Topic 842 lease expense included within the Consolidated Statements of Loss for the years ended December 31, 2021, 2020 and 2019, respectively: Years Ended December 31, (In thousands) 2021 2020 2019 Operating lease expense $ 462,452 $ 455,832 $ 533,392 Variable lease expense $ 120,515 $ 95,156 $ 142,064 The following table provides the weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases as of December 31, 2021 and 2020, respectively: December 31, December 31, Operating lease weighted-average remaining lease term (in years) 10.2 10.0 Operating lease weighted-average discount rate 6.48 % 6.63% As of December 31, 2021, the Company’s future maturities of operating lease liabilities were as follows: (In thousands) 2022 $ 400,625 2023 298,977 2024 232,917 2025 194,107 2026 169,287 Thereafter 1,029,830 Total lease payments $ 2,325,743 Less: Effect of discounting (698,134) Total operating lease liability $ 1,627,609 The following table provides supplemental cash flow information related to leases: Years Ended December 31, (In thousands) 2021 2020 2019 Cash paid for amounts included in measurement of operating lease liabilities $ 490,115 $ 442,256 $ 527,812 Lease liabilities arising from obtaining right-of-use assets (1) $ 374,546 $ 106,324 $ 2,318,161 (1) Includes new leases entered into in each respective year presented. The amount for the year ended December 31, 2019 also includes transition liabilities upon adoption of ASC Topic 842. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The Company’s property, plant and equipment consisted of the following classes of assets as of December 31, 2021 and 2020: (In thousands) December 31, December 31, Structures $ 2,356,245 $ 2,378,124 Furniture and other equipment 251,084 244,913 Land, buildings and improvements 146,064 149,992 Construction in progress 54,361 42,366 Property, plant and equipment, gross 2,807,754 2,815,395 Less: Accumulated depreciation (1,980,508) (1,926,571) Property, plant and equipment, net $ 827,246 $ 888,824 Depreciation Total depreciation expense related to property, plant and equipment for the years ended December 31, 2021 , 2020 and 2019 was $230.7 million, $247.5 million, and $287.9 million, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of December 31, 2021 and 2020: (In thousands) December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Indefinite-lived permits $ 717,666 $ — $ 826,528 $ — Transit, street furniture and other outdoor 446,976 (397,778) 458,316 (398,186) Permanent easements 161,079 — 162,900 — Trademarks 83,569 (22,560) 83,569 (14,229) Other 1,307 (1,145) 2,072 (1,691) Total intangible assets $ 1,410,597 $ (421,483) $ 1,533,385 $ (414,106) Impairment Charges As described in Note 2, the Company performs its annual impairment test for indefinite-lived intangible assets as of July 1 of each year and more frequently as events or changes in circumstances warrant. As a result of these tests, the Company recognized total impairment charges on its indefinite-lived permits of $119.0 million, $140.7 million and $5.3 million during 2021 , 2020 and 2019, respectively. The impairment charges in 2021 and 2020 were due to increases in the discount rate and expected negative financial statement impacts from COVID-19, respectively. The Company did not recognize impairments on any other intangible assets during any of these years. Amortization Total amortization expense related to definite-lived intangible assets for the years ended December 31, 2021 , 2020 and 2019 was $22.5 million, $22.0 million, and $21.4 million, respectively. The following table presents the Company’s estimate of future amortization expense; however, in the event that acquisitions and dispositions occur in the future, amortization expense may vary. (In thousands) 2022 $ 19,310 2023 14,664 2024 14,547 2025 14,433 2026 13,644 Thereafter 33,771 Total $ 110,369 Goodwill The following table presents changes in the goodwill balance for the Company’s segments: (In thousands) Americas Europe Other Consolidated Balance as of December 31, 2019 (1) $ 507,819 $ 185,641 $ 10,698 $ 704,158 Impairment — — (9,746) (9,746) Foreign currency — 16,177 (952) 15,225 Balance as of December 31, 2020 $ 507,819 $ 201,818 $ — $ 709,637 Foreign currency — (10,933) — (10,933) Balance as of December 31, 2021 $ 507,819 $ 190,885 $ — $ 698,704 (1) The balance at December 31, 2019 is net of cumulative impairments of $2.6 billion, $191.4 million and $80.7 million for Americas, Europe and Other, respectively. As described in Note 2, the Company performs its annual impairment test for goodwill as of July 1 of each year and more frequently as events or changes in circumstances warrant. Due to the negative financial statement impacts of COVID-19, the Company recorded an impairment charge of $9.7 million during 2020, representing the entire goodwill balance in the Company's Latin America business. The Company concluded no goodwill impairment was required in 2021 or 2019. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | ASSET RETIREMENT OBLIGATIONS The following table presents the activity related to the Company’s asset retirement obligations: (In thousands) Years Ended December 31, 2021 2020 Beginning balance $ 46,152 $ 43,823 Additions and adjustments due to changes in estimates 4,815 1,803 Accretion of liability 4,253 2,269 Liabilities settled (3,037) (3,162) Foreign currency (1,802) 1,419 Ending balance $ 50,381 $ 46,152 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Merger Agreement On March 27, 2019, as contemplated by the Separation Agreement and iHeartMedia’s Plan of Reorganization, CCH and its subsidiary, CCOH, entered into an Agreement and Plan of Merger. On May 1, 2019, CCOH merged with and into CCH, with CCH surviving the Merger. The Merger was effected through a series of transactions, as follows: • Prior to the Merger, the 315,000,000 shares of CCOH's Class B Common Stock (“Old CCOH Class B Common Stock”) held by CCH were converted into shares of CCOH's Class A Common Stock (the “Old CCOH Class A Common Stock”); • At the effective time of the Merger, each share of Old CCOH Class A Common Stock issued and outstanding (other than shares of Old CCOH Class A Common Stock held by CCH) converted into one share of common stock of the Company (the “Common Stock”); • The 325,726,917 shares of Old CCOH Class A Common Stock held by CCH were canceled and retired, and no shares of Common Stock were exchanged for such shares; and • All outstanding shares of CCH's common stock, all held by iHeartCommunications immediately before the Merger, were converted into 325,726,917 shares of Common Stock and transferred to certain holders of claims in iHeartMedia Chapter 11 Cases pursuant to the iHeartMedia Plan of Reorganization. As a result, immediately after the Merger, CCH had a single class of common stock, and the holders of Old CCOH Class A Common Stock owned the same percentage of the Company that they owned of CCOH immediately before the Merger. At the effective time of the Merger, CCH changed its name to Clear Channel Outdoor Holdings, Inc. Separation Agreement On March 27, 2019, CCH, CCOH, iHeartMedia and iHeartCommunications entered into the Separation Agreement governing the terms of the separation of the Outdoor Group from the iHeart Group, immediately after giving effect to the Transactions. On May 1, 2019, (i) the iHeart Group transferred to the Outdoor Group any and all direct or indirect title and interest in the assets and associated liabilities that were primarily related to or used primarily in connection with the Outdoor Business; and (ii) the Outdoor Group transferred to the iHeart Group any and all direct or indirect title and interest in the assets and associated liabilities of the business conducted by the iHeart Group, including the radio business. Both items (i) and (ii) were subject to certain exceptions as set forth in the Separation Agreement. Upon consummation of the Separation, certain intercompany notes and intercompany accounts among the Outdoor Group and the iHeart Group were settled, terminated and canceled, including the revolving promissory note payable between iHeartCommunications and the Company (the “Due from iHeartCommunications Note”). As a result, in 2019 iHeartCommunications paid the Company cash of $115.8 million, consisting of $149.0 million recovered on the Due from iHeartCommunications Note, partially offset by a net $33.2 million intercompany balance in favor of iHeartCommunications. This resulted in the recognition of a $5.8 million loss on the Consolidated Statement of Loss, representing the difference between the carrying amount of the Due from iHeartCommunications Note, net of allowance for credit losses at the time of Separation, and the amount ultimately recovered. In addition, the Company received (i) the trademarks listed on the schedules to the Separation Agreement, including the “Clear Channel” and “Clear Channel Outdoor” trademarks, among other Clear Channel marks; and (ii) reimbursement of the reasonable expenses incurred on or prior to May 1, 2019 of legal counsel and financial advisors of the Company’s Board of Directors (the “Board”) or the special committee of the Company’s Board, in each case, to the extent incurred in connection with the Separation. Corporate Services and Transition Services Agreements Prior to the Separation, under the Corporate Services Agreement between iHeartCommunications and the Company, iHeartCommunications provided management services to the Company, which included, among other things: treasury, payroll and other financial related services; certain executive officer services; human resources and employee benefits services; legal and related services; information systems, network and related services; investment services; procurement and sourcing support services; licensing of intellectual property, copyrights, trademarks and other intangible assets; and other general corporate services. These services were charged to the Company based on actual direct costs incurred or allocated by iHeartCommunications based on headcount, revenue or other factors on a pro rata basis. The Company recorded $10.2 million for these services as a component of corporate expenses during the 2019 period prior to the Separation. Upon consummation of the Separation, the Corporate Services Agreement was terminated, and iHeartMedia, iHeartMedia Management Services, Inc. (“iHM Management Services”), iHeartCommunications and the Company entered into a transition services agreement (the “Transition Services Agreement”), which ended on August 31, 2020. Under the Transition Services Agreement, iHM Management Services provided, or caused any member of the iHeart Group to provide, the Company with certain administrative and support services and other assistance. The Company recorded $2.8 million and $8.7 million for fees under the Transition Services Agreement as a component of corporate expenses during the year ended December 31, 2020 and the 2019 post-Separation period, respectively. Tax Matters Agreement Upon consummation of the Separation, the pre-existing Tax Matters Agreement between iHeartCommunications and the Company was terminated and replaced with a new tax matters agreement (the “New Tax Matters Agreement”) by and among iHeartMedia, iHeartCommunications, iHeart Operations, Inc., the Company and CCO to allocate the responsibility of the iHeart Group, on the one hand, and the Outdoor Group, on the other, for the payment of taxes arising prior to and subsequent to, and in connection with, the Separation. In addition to certain indemnifications between iHeartMedia and the Company, and their respective subsidiaries, directors, officers and employees, the New Tax Matters Agreement requires iHeartMedia to reimburse the Company for the use of certain of the Company's tax attributes (including net operating losses, foreign tax credits and other credits) if such use results in a decrease in the tax liability of iHeartMedia or its subsidiaries, with the exception of the use of any reduction of the Company's tax attributes as a result of cancellation of indebtedness income realized in connection with the iHeart Chapter 11 Cases. Any tax liability of the Company attributable to any taxable period ending on or before May 1, 2019, other than any such tax liability resulting from the Company being a successor of CCOH in connection with the Merger or arising from the operation of the Company after the Merger, will not be treated as a liability of the Company and its subsidiaries for purposes of the New Tax Matters Agreement. Other Related Party Transactions In accordance with the Master Agreement with iHeartCommunications, the Company allowed iHeartCommunications to use, without charge, Americas out-of-home advertising displays that the Company believed would otherwise be unsold; however, this arrangement ended when the Transition Services Agreement was terminated. The value of services provided under this arrangement was $9.2 million and $6.0 million for the years ended December 31, 2020 and 2019, respectively. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | STOCKHOLDERS’ DEFICIT Common Stock On May 1, 2019, the Merger was effected through a series of transactions, described in Note 13, such that immediately after the Merger, the Company had a single class of common stock, and the holders of Old CCOH Class A Common Stock owned the same percentage of the Company that they owned of CCOH immediately before the Merger. The shares of Old CCOH Class A Common Stock were delisted from the NYSE, and, following the consummation of the Merger, the shares of common stock of the Company began trading on the NYSE at the opening of the market on May 2, 2019 under the symbol, “CCO,” which is the same trading symbol used by CCOH prior to the Merger. On July 30, 2019, the Company issued 100 million shares of common stock in a public offering and received proceeds of $333.4 million, net of underwriting discounts and offering expenses. The Company used the net proceeds from this offering to redeem a portion of its outstanding debt. Shareholder Rights Plan On May 19, 2020, the Board adopted a shareholder rights plan (the “Rights Plan”) to protect the interests of all Company shareholders. Pursuant to the Rights Plan, one right was issued for each share of common stock as of the close of business on May 29, 2020. The rights will generally become exercisable only if any person or group acquires 10% or more of the Company's common stock. The original Rights Plan had a 360-day term, expiring on May 14, 2021. On May 14, 2021, the Company’s Board approved an amendment to the Rights Plan, extending its expiration date to April 15, 2022. All other terms and conditions of the Rights Plan adopted in May 2020 remain unchanged. Share-Based Compensation Share-Based Compensation Plans The Company has historically granted equity incentive awards to executive officers and other eligible participants under the 2012 Amended and Restated Stock Incentive Plan (the “2012 Stock Incentive Plan”). On May 5, 2021, the Company’s stockholders approved the adoption of the 2012 Second Amended and Restated Equity Incentive Plan (the “2021 Stock Incentive Plan”), which amends and restates the 2012 Stock Incentive Plan. The 2021 Stock Incentive Plan is a broad-based incentive plan that provides for granting stock options, stock appreciation rights, restricted stock, restricted stock units, and performance-based cash and stock awards to any of the Company’s or its subsidiaries’ present or future directors, officers, employees, consultants or advisors. As of December 31, 2021, the Company had 34,132,684 shares available for issuance under the 2021 Stock Incentive Plan, assuming a 100% payout of the Company’s outstanding performance stock units. The Company also has outstanding awards under its 2005 Stock Incentive Plan which terminated on May 18, 2012. Share-Based Compensation Expense Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period. Share-based compensation expense, which is recognized within “Corporate expenses” on the Consolidated Statements of Loss, was as follows: (In thousands) Years Ended December 31, 2021 2020 2019 Restricted stock units and awards $ 15,364 $ 10,819 $ 10,380 Performance stock units 4,007 1,897 511 Stock options and other 27 519 4,879 Total share-based compensation expense $ 19,398 $ 13,235 $ 15,770 The tax benefit related to the share-based compensation expense for the years ended December 31, 2021, 2020 and 2019 was $4.8 million, $3.3 million and $4.1 million, respectively. As of December 31, 2021, there was $17.1 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period of approximately three years. Restricted Stock Units and Awards The Company grants both restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) under its equity incentive plan. RSUs represent the right to receive shares upon vesting and generally vest ratably in annual increments over a three-year period. RSAs represent shares of common stock that contain a legend which restricts their transferability for a term of up to five years. Both RSUs and RSAs are forfeited, except in certain circumstances, in the event the employee terminates his or her employment or relationship with the Company prior to the lapse of the restriction or prior to vesting. The following table presents a summary of the Company’s RSUs and RSAs outstanding at December 31, 2021 and related activity during the year: (Shares in thousands) Number of Weighted-Average Grant-Date Fair Value Outstanding, January 1, 2021 15,865 $ 1.93 Granted (1) 7,312 $ 2.27 Vested (6,973) $ 2.24 Forfeited (381) $ 2.36 Outstanding, December 31, 2021 15,823 $ 1.95 (1) The weighted-average grant-date fair value of the Company’s RSUs and RSAs granted during the years ended December 31, 2021, 2020 and 2019 was $2.27, $1.04 and $2.84 per share, respectively. Performance Stock Units The Company grants performance stock units (“PSUs”) under its equity incentive plan. PSUs represent the right to receive shares of the Company’s common stock, which vest and become earned based on the achievement of the Company’s total shareholder return relative to the Company’s peer group (the “Relative TSR”) over a three-year performance period. If the Company achieves Relative TSR at the 90th percentile or higher, the PSUs will be earned at 150% of the target number of shares; if the Company achieves Relative TSR at the 60th percentile, the PSUs will be earned at 100% of the target number of shares; and if the Company achieves Relative TSR at the 30th percentile, the PSUs will be earned at 50% of the target number of shares. To the extent Relative TSR is between achievement levels, the portion of the PSUs that is earned will be determined using straight-line interpolation. PSUs, which are considered market-condition awards pursuant to ASC Topic 260, are measured at the grant-date fair value based on a Monte Carlo simulation model as of the grant date. The following assumptions were used to calculate the fair value of the Company’s PSUs on the date of grant: Years Ended December 31, 2021 2020 2019 Expected volatility 65.8% 60.9% 33.3% Risk-free interest rate 0.3% 0.2% 1.6% Expected dividend yield —% —% —% The following table presents a summary of the Company’s PSUs outstanding, assuming a 100% payout, at December 31, 2021 and related activity during the year: (Shares in thousands) Number of PSUs Weighted-Average Grant-Date Fair Value Outstanding, January 1, 2021 5,282 $ 1.39 Granted (1) 2,053 $ 2.55 Forfeited (28) $ 2.38 Outstanding, December 31, 2021 7,307 $ 1.71 (1) The weighted-average grant-date fair value of the Company’s PSUs granted during the years ended December 31, 2021, 2020 and 2019 was $2.55, $1.00 and $2.38 per share, respectively. Stock Options The Company has historically granted options to purchase shares of its common stock to certain employees and directors of the Company and its affiliates under its equity incentive plan at no less than the fair value of the underlying stock on the date of grant. These options were granted for a term not exceeding ten years, are generally forfeited in the event the recipient terminates his or her employment or relationship with the Company or one of its affiliates, and vest solely on continued service over a period of up to five years. The equity incentive plan contains anti-dilutive provisions that permit an adjustment for any change in capitalization. The Company accounts for its share-based payments using the fair value recognition provisions of ASC Subtopic 718-10. The fair value of each option awarded was estimated on the date of grant using a Black-Scholes option-pricing model and amortized straight-line to expense over the vesting period. The Company did not estimate forfeitures at grant date, but rather elected to account for forfeitures when they occur. There were no stock options granted during the years ended December 31, 2021 and 2020. The weighted-average grant-date fair value of the Company’s stock options granted during 2019 was $2.05 per share. The following assumptions were used to calculate the fair value of the Company’s stock options granted during 2019, as of the date of grant: Year Ended 2019 Expected volatility (1) 44% Expected life in years (2) 5.8 Risk-free interest rate (3) 1.88% Expected dividend yield —% (1) Expected volatility is based on historical volatility of the Company’s stock over the expected life of the options. (2) The expected life represents the period of time that options granted are expected to be outstanding. The Company used historical data to estimate option exercises and employee terminations within the valuation model. (3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected life of the option. The following table presents a summary of the Company’s stock options outstanding at December 31, 2021 and related activity during the year: (In thousands, except per share data) Options Weighted-Average Exercise Price Weighted-Average Aggregate Outstanding, January 1, 2021 4,573 $ 5.50 5.4 years $ 3 Exercised (23) 1.51 Expired (502) 6.04 Other 2 5.69 Outstanding, December 31, 2021 4,050 5.45 5.0 years $ 37 Exercisable 3,965 5.42 5.0 years $ 37 Expected to vest 85 6.85 6.3 years $ — A summary of the Company’s unvested options at December 31, 2021 and changes during the year is presented below: (In thousands, except per share data) Options Weighted- Average Grant Date Fair Value Unvested, January 1, 2021 816 $ 2.33 Vested (1) (731) $ 2.05 Unvested, December 31, 2021 85 $ 4.75 (1) The total fair value of the Company’s options vested during the years ended December 31, 2021, 2020 and 2019 was $1.5 million, $2.1 million and $2.3 million, respectively. Computation of Net Loss per Share The following table presents the computation of net loss per share for the years ended December 31, 2021, 2020 and 2019: (In thousands, except per share data) Years Ended December 31, 2021 2020 2019 Numerator: Net loss attributable to the Company – common shares $ (433,815) $ (582,739) $ (363,304) Denominator: Weighted average common shares outstanding – basic 468,491 464,522 413,087 Weighted average common shares outstanding – diluted 468,491 464,522 413,087 Net loss attributable to the Company per share of common stock: Basic $ (0.93) $ (1.25) $ (0.88) Diluted $ (0.93) $ (1.25) $ (0.88) Outstanding equity awards of 26.1 million, 16.4 million and 10.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined-Contribution Plans The Company’s U.S. employees are eligible to participate in various 401(k) savings and other plans. Under these plans, a Company employee can make pre-tax contributions, and the Company will match 50% of the employee’s first 5% of pay contributed to the plan, up to a maximum match of $5,000. Employees vest in these Company matching contributions based upon their years of service to the Company. The Company recorded contributions to these plans of $2.4 million, $2.5 million and $2.5 million for the years ended December 31, 2021 , 2020 and 2019, respectively, as a component of operating expenses. The Company’s international employees participate in retirement plans administered as a service by third-party administrators. The Company recorded contributions to these plans of $10.1 million, $14.2 million and $13.0 million for the years ended December 31, 2021 , 2020 and 2019, respectively, as a component of operating expenses. Defined-Benefit Pension Plans The Company also maintains defined-benefit pension plans for employees in certain of the Company’s international markets. Benefits under the defined-benefit pension plans are typically based either on years of service and the employee’s compensation (generally during a fixed number of years immediately before retirement) or on annual credits. The range of assumptions used for the defined-benefit pension plans reflects the different economic environments within the various countries. Net Periodic Pension Cost (Benefit) The table below presents the components of net periodic pension cost (benefit) recognized in the Consolidated Statements of Loss: (In thousands) Years Ended December 31, 2021 2020 2019 Service cost $ 2,135 $ 3,628 $ 3,277 Interest cost 2,101 2,641 3,515 Expected return on plan assets (5,039) (5,153) (5,494) Amortization of actuarial losses 923 870 744 Amortization of prior service costs (1) (4,911) (301) (283) Settlement loss — 876 835 Curtailment gain (2) (4,049) — — Total net periodic pension cost (benefit) $ (8,840) $ 2,561 $ 2,594 (1) 2021 includes a gain of $4.6 million, reported in “Corporate expenses” on the Consolidated Statement of Loss, related to the Company’s amendment of one of its defined-benefit pension plans to provide members the option to give up some of their whole of life pension in exchange for receiving additional temporary pension payments at their State Pension age. (2) In 2021, some of the Company’s defined-benefit pension plans were curtailed related to the Company’s restructuring plan to reduce headcount in its Europe segment, resulting in a curtailment gain. The service cost component of net periodic pension cost (benefit) is reported in “Direct operating expenses” and “Selling, general and administrative expenses” on the Consolidated Statements of Loss, and the remaining components of net periodic pension cost (benefit) are reported in “Other income (expense), net,” unless otherwise noted. Projected Benefit Obligation and Fair Value of Plan Assets The following table presents the changes in the Company’s projected benefit obligation and the fair value of plan assets: (In thousands) Years Ended December 31, 2021 2020 Projected benefit obligation: Beginning balance, projected benefit obligation $ 217,436 $ 193,688 Service cost 2,135 3,628 Interest cost 2,101 2,641 Contributions by plan participants 896 848 Actuarial loss (gain) (1) (9,184) 16,181 Foreign exchange impact (4,924) 11,123 Benefits paid (4,086) (9,161) Plan amendments (2) (4,604) — Plan curtailment (3) (5,968) — Other — (1,512) Ending balance, projected benefit obligation $ 193,802 $ 217,436 Fair value of plan assets: Beginning balance, fair value of plan assets $ 152,857 $ 145,504 Actual return on plan assets 17,787 5,644 Foreign exchange impact (2,793) 6,868 Contributions by Company 5,245 3,154 Contributions by plan participants 896 848 Benefits paid (4,086) (9,161) Ending balance, fair value of plan assets $ 169,906 $ 152,857 Under-funded status, net (4) $ (23,896) $ (64,579) (1) The actuarial gain in 2021 represents the decrease to the projected benefit obligation resulting from changes in the actuarial assumptions used, primarily an increased discount rate. The actuarial loss in 2020 was attributable to global market conditions. (2) In 2021, the Company amended one of its defined-benefit pension plans, as previously described, resulting in a decrease to the projected benefit obligation. (3) In 2021, some of the Company’s defined-benefit pension plans were curtailed related to the Company’s restructuring plan to reduce headcount in its Europe segment, resulting in a decrease to the projected benefit obligation. (4) Represents the net under-funded status of the Company’s defined-benefit pension plans. The related liability or asset for each plan, dependent upon whether it is under-funded or fully funded, is recorded within “Other long-term liabilities” or “Other assets,” respectively, on the Company’s Consolidated Balance Sheet. At December 31, 2021 , the Company had $10.0 million reported in “Other assets” and $33.9 million reported in “Other long-term liabilities,” and at December 31, 2020, the entire under-funded balance of $64.6 million was reported in “Other long-term liabilities.” The accumulated benefit obligation is the present value of benefits earned to date, assuming no future salary increases. The aggregate accumulated benefit obligation for the Company’s defined-benefit pension plans as of December 31, 2021 and 2020 was $184.9 million and $210.0 million, respectively. As of December 31, 2021 and 2020, the aggregate accumulated benefit obligation for the defined-benefit pension plans exceeded plan assets. Other Comprehensive Income (Loss) The following table presents the pre-tax net loss (gain) and the amortization of pre-tax net loss and prior service costs recognized in accumulated other comprehensive loss: (In thousands) Years Ended December 31, 2021 2020 2019 Beginning balance, accumulated other comprehensive loss $ 50,985 $ 40,360 $ 38,729 Net actuarial loss (gain) arising during the period (21,932) 15,690 4,301 Amortization of net actuarial loss (923) (870) (744) Amortization of prior service costs 4,911 301 283 Plan amendments during the period (4,604) — — Other adjustments (3,511) (4,496) (2,209) Ending balance, accumulated other comprehensive loss $ 24,926 $ 50,985 $ 40,360 For the years ended December 31, 2021, 2020 and 2019, the total increase in “Other comprehensive income (loss)” related to the impact of pensions on deferred income tax liabilities was $0.2 million, $0.7 million and $0.2 million, respectively. The following table presents the amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic pension cost (benefit): (In thousands) Years Ended December 31, 2021 2020 2019 Unrecognized net actuarial loss $ 26,729 $ 53,163 $ 41,733 Unrecognized prior service cost (1,803) (2,178) (1,373) Total $ 24,926 $ 50,985 $ 40,360 Assumptions Used The following table presents the assumptions used to measure the net periodic pension cost (benefit) and the year-end projected benefit obligation: Years Ended December 31, 2021 2020 2019 Weighted-average assumptions used to measure net periodic pension cost (benefit): Discount rates 0.00% - 1.30% 0.30% - 2.00% 0.90% - 2.90% Expected long-term rates of return on plan assets 1.50% - 3.90% 1.50% - 4.40% 1.00% - 5.60% Rates of compensation increase 0.50% - 2.30% 0.50% - 2.30% 1.00% - 2.30% Weighted-average assumptions used to measure projected benefit obligation: Discount rates 0.20% - 1.80% 0.00% - 1.30% 0.30% - 2.00% Expected long-term rates of return on plan assets 1.50% - 4.00% 1.50% - 3.90% 1.50% - 4.40% Rates of compensation increase 0.50% - 2.60% 0.50% - 2.30% 0.50% - 2.30% Discount Rates The discount rate assumptions for jurisdictions for which rates are not determined by the government reflect the yields available on high-quality, fixed income debt instruments at the measurement date. A portfolio of high-quality corporate bonds is used to construct a yield curve. The cash flows from the Company’s expected benefit obligation payments are then matched to the yield curve to derive the discount rates. In certain countries, where the markets for high-quality long-term bonds are not generally as well developed, a portfolio of long-term government bonds is used as a base, to which a credit spread is added to simulate corporate bond yields at these maturities in the jurisdiction of each plan, as the benchmark for developing the respective discount rates. Expected Long-Term Rates of Return on Plan Assets Expected long-term rates of return on plan assets, a component of net periodic pension cost (benefit), are based on the calculated market-related value of plan assets and take into account long-term expectations for future returns and the investment policies and strategies of the respective plans. These rates of return are developed by the Company and are tested for reasonableness against historical returns. The use of expected long-term rates of return on plan assets may result in recognized pension income that is greater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term rates of return are designed to approximate the actual long-term returns and therefore result in a pattern of income and cost recognition that more closely matches the pattern of the services provided by the employees. Differences between actual and expected returns are recognized as a component of net loss or gain in accumulated other comprehensive income (loss), which is amortized as a component of net periodic pension cost (benefit) over the service lives or life expectancy of the plan participants, depending on the plan, provided such amounts exceed certain thresholds provided by accounting standards. Rates of Compensation Increase and Mortality Rate The rates of compensation increase is determined by the Company, based upon its long-term plans for such increases. Mortality rate assumptions are based on life expectancy and death rates for different types of participants. Mortality rates are periodically updated based on actual experience. Defined-Benefit Pension Plan Assets The following tables present the fair value of each class of plan assets held by the Company’s defined-benefit pension plans, categorized by level of the fair value hierarchy, at December 31, 2021 and 2020: (In thousands) December 31, 2021 Level 1 (1) Level 2 (2) Level 3 Cash and short-term investments $ 1,517 $ 17,620 $ — Credit instruments — 16,069 — Equity securities — 89,167 — Real estate — 8,908 — Fixed income: Corporate bonds — 32,718 — Insurance contracts — 3,907 — Fair value of plan assets $ 1,517 $ 168,389 $ — (In thousands) December 31, 2020 Level 1 (1) Level 2 (2) Level 3 Cash and short-term investments $ 8,899 $ — $ — Equity securities 104,588 — — Real estate — 8,272 — Fixed income: Corporate bonds — 25,749 — Insurance contracts — 5,349 — Fair value of plan assets $ 113,487 $ 39,370 $ — (1) Assets categorized as Level 1 are measured at fair value using unadjusted quoted prices in active markets for identical assets. (2) Assets categorized as Level 2 are measured at fair value using inputs other than quoted prices in active markets that are observable for the assets, either directly or indirectly. Expected Benefit Payments The following table presents the expected benefit payments to defined-benefit pension plan participants over the next ten years. These payments have been estimated based on the same assumptions used to measure the plans’ pension benefit obligation at December 31, 2021 and include benefits attributable to estimated future compensation increases, where applicable: (In thousands) 2022 $ 4,561 2023 3,907 2024 4,709 2025 5,988 2026 5,988 2027 - 2031 33,393 Plan Contributions It is the Company’s general practice to fund amounts for pensions sufficient to meet the minimum requirements set forth in applicable employee benefits laws and local tax laws. From time to time, the Company contributes additional amounts as it deems appropriate. The Company contributed $5.2 million, $3.2 million and $4.5 million to its defined-benefit pension plans during the years ended December 31, 2021, 2020 and 2019, respectively. |
MANDATORILY - REDEEMABLE PREFER
MANDATORILY - REDEEMABLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
MANDATORILY - REDEEMABLE PREFERRED STOCK | MANDATORILY-REDEEMABLE PREFERRED STOCK On May 1, 2019, the Company issued and sold 45,000 shares of Series A Perpetual Preferred Stock (the “Preferred Stock”), par value $0.01 per share, having an aggregate initial liquidation preference of $45.0 million for a cash purchase price of $45.0 million, before fees and expenses. The terms and conditions of the Preferred Stock and the rights of its holders were set forth in the Certificate of Designation of Series A Perpetual Preferred Stock of the Company, filed with the office of the Secretary of State of the State of Delaware on May 1, 2019, and the Series A Investors Rights Agreement, dated as of May 1, 2019, by and among the Company, CCWH, and the purchaser listed therein. In May 2020, the Preferred Stock was exchanged for a CCIBV promissory note, which the Company subsequently repaid in full using a portion of the proceeds from the CCIBV Senior Secured Notes. As of December 31, 2021, the Preferred Stock remains outstanding and held by a subsidiary of the Company and is thereby eliminated in consolidation. |
OTHER INFORMATION
OTHER INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
OTHER INFORMATION | OTHER INFORMATION Consolidated Statements of Loss The following table discloses the components of “Other income (expense), net” for the years ended December 31, 2021 , 2020 and 2019, respectively: (In thousands) Years Ended December 31, 2021 2020 2019 Foreign exchange gain (loss) $ (3,981) $ 502 $ (2,248) Equity in earnings of nonconsolidated affiliates 176 697 364 Other (1) 5,567 (1,369) (13,500) Total other income (expense), net $ 1,762 $ (170) $ (15,384) (1) In 2021, other income was primarily comprised of gains related to our defined-benefit pension plans for employees, described further in Note 15. In 2019, other expense included costs incurred related to the Separation from iHeartMedia. Consolidated Balance Sheets The following table discloses the components of “Accrued expenses” as of December 31, 2021 and 2020, respectively: (In thousands) As of December 31, 2021 2020 Accrued rent $ 160,074 $ 189,509 Accrued employee compensation and benefits 144,802 85,927 Accrued taxes 57,764 42,453 Accrued other 160,724 126,603 Total accrued expenses $ 523,364 $ 444,492 |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Allowance for Credit Losses (In thousands) Charges Balance at Adoption of to Costs, Write-off Balance Beginning ASU Expenses of Accounts at End of Description of period 2016-13 (1) and other Receivable Other (2) Period Year Ended December 31, 2019 $ 24,224 $ — $ 6,223 $ (6,392) $ (269) $ 23,786 Year Ended December 31, 2020 $ 23,786 $ 7,181 $ 19,390 $ (4,911) $ (13,403) $ 32,043 Year Ended December 31, 2021 $ 32,043 $ — $ (2,727) $ (4,502) $ (1,042) $ 23,772 (1) The Company adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, as of January 1, 2020, which resulted in an increase in the allowance for credit losses balance, recorded as a cumulative-effect adjustment to retained earnings. (2) Other primarily includes foreign currency adjustments and, in 2020, also included divestiture activity related to the sale of the Company’s stake in Clear Media on April 28, 2020. Deferred Tax Asset Valuation Allowance (In thousands) Charges Balance at to Costs, Balance Beginning Expenses at end of Description of Period and other (1) Reversal (2) Adjustments (3) Period Year Ended December 31, 2019 $ 316,682 $ 105,935 $ (2,443) $ (127,235) $ 292,939 Year Ended December 31, 2020 $ 292,939 $ 96,422 $ (2,091) $ (36,379) $ 350,891 Year Ended December 31, 2021 $ 350,891 $ 74,837 $ (11,966) $ (17,283) $ 396,479 (1) The Company has recorded valuation allowances on deferred tax assets attributable to net operating losses in certain jurisdictions due to uncertainty of its ability to utilize these assets in future periods. During 2021, the Company recorded valuation allowances of $45.7 million and $29.1 million related to domestic deferred tax assets and foreign deferred tax assets, respectively. (2) The Company has realized tax benefits associated with certain deferred tax assets, primarily related to foreign loss carryforwards, on which a valuation allowance was previously recorded. The associated valuation allowance was reversed in the period in which, based on the weight of available evidence, it is more-likely-than-not that the deferred tax asset will be realized. (3) The Company has adjusted certain valuation allowances as a result of changes in tax rates in certain jurisdictions, the expiration of carryforward periods for net operating loss carryforwards, and foreign exchange rate movements. Also, in 2019 the Company recorded a reduction in the valuation allowance of $124.6 million to adjust for the reduction in deferred tax assets attributed to federal NOL carryforwards and certain state NOL carryforwards at the time of separation from iHeartMedia. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Preparation of Financial Statements and Format of Presentation | The Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill, long-lived assets and indefinite-lived intangible assets; operating lease right-of-use assets and operating lease liabilities; assessment of the annual effective tax rate; valuation of deferred income taxes and income tax contingencies; defined-benefit plan obligations; the allowance for credit losses; assessment of lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans. The Company’s assessment of conditions and events, considered in the aggregate, indicates that the Company will be able to meet its obligations as they become due within one year after the date of these financial statements. There continues to be uncertainty in estimating the expected economic and operational impacts relative to COVID-19 as the situation continues to evolve. The estimates and assumptions used in these financial statements may change in future periods as the expected impacts from COVID-19 are revised, resulting in further potential impacts to the Company’s financial statements. Format of Presentation Prior to Separation, the historical financial statements of the Company consisted of the carve-out financial statements of the businesses of the Outdoor Group (the “Outdoor Business”). The carve-out financial statements excluded the portion of the radio businesses previously owned by CCH, which had historically been reported as part of iHeartMedia’s iHM segment prior to the Separation, and amounts attributable to CCH, which was a holding company prior to the Separation with no independent assets or operations. Upon the Separation and the transactions related thereto (the “Transactions”), the Company’s only assets, liabilities and operations were those of the Outdoor Business. In addition, the historical financial statements of the Company prior to Separation gave effect to allocations of expenses from iHeartMedia to the Company. These allocations, which ceased at the time of Separation, were made on a specifically identifiable basis or by using relative percentages of headcount or other methods management considered to be a reasonable reflection of the utilization of services provided. |
Reclassifications | Certain prior period amounts in the Consolidated Statements of Cash Flows have been reclassified to conform to the 2021 presentation. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, as well as entities for which the Company has a controlling financial interest or is the primary beneficiary. The Company reports noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity. Intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. |
Accounts Receivable Policies | Accounts Receivable Adoption of ASU 2016-13 As of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments , and all subsequently issued related amendments, which changed the methodology used to recognize impairment of the Company’s accounts receivable. Under the ASU, financial assets are presented at the net amount expected to be collected, requiring immediate recognition of estimated credit losses expected to occur over the asset’s remaining life. This is in contrast to previous GAAP, under which credit losses were not recognized until it was probable that a loss had been incurred. The Company adopted the ASU on a modified-retrospective basis through a cumulative-effect adjustment to retained earnings as of January 1, 2020, resulting in a decrease to equity of $7.2 million, including $5.4 million related to Clear Media. The Company performed its expected credit loss calculation separately by segment based on historical accounts receivable write-offs, including consideration of economic conditions such as COVID-19. Accounts Receivable Policies Accounts receivable are recorded when the Company has an unconditional right to payment, either because it has satisfied a performance obligation prior to receiving payment from the customer or has a non-cancelable contract that has been billed in advance in accordance with the Company’s normal billing terms. Accounts receivable are recorded at the invoiced amount, net of allowances for credit losses. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all other customers, the Company applies historical write-off rates, net of recoveries, to outstanding accounts receivable balances by aging bucket to determine the expected credit loss. Credit loss expense (reversal) related to accounts receivable was $(2.7) million, $19.4 million, and $6.2 million during 2021, 2020, and 2019, respectively. The increase in credit loss expense in 2020 was primarily due to COVID-19, and we experienced a net credit loss reversal in 2021 related to our recovery from COVID-19. The Company believes its concentration of credit risk is limited due to the large number and the geographic diversification of its customers. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method at rates that, in the opinion of management, are adequate to allocate the cost of such assets over their estimated useful lives, which are as follows: Buildings and improvements — 10 to 39 years Structures — 3 to 20 years Furniture and other equipment — 2 to 20 years Leasehold improvements — shorter of economic life or lease term assuming renewal periods, if appropriate For assets associated with a lease or contract, the assets are depreciated over the shorter of the economic life or the lease or contract term, assuming renewal periods, if appropriate. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for renewal and betterments are capitalized. The Company tests for possible impairment of property, plant and equipment whenever events and circumstances indicate that depreciable assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value. The Company did not recognize any impairments on property, plant and equipment during the years ended December 31, 2021 , 2020 or 2019, respectively. |
Indefinite-lived Permits and Other Intangible Assets | Indefinite-lived Permits The Company’s indefinite-lived permits relate to billboard permits in its Americas segment. These permits are granted for the right to operate an advertising structure at the specified location as long as the structure is in compliance with the laws and regulations of each jurisdiction. The Company’s permits are located on owned land, leased land or land for which we have acquired permanent easements. In cases in which the Company’s permits are located on leased land, if the Company loses its lease, the Company will typically obtain permission to relocate the permit or bank it with the municipality for future use. Due to significant differences in both business practices and regulations, billboards in the Company’s International business are subject to long-term, finite contracts unlike the Company’s permits in the U.S. Accordingly, there are no indefinite-lived intangible assets in the Company’s International business. The Company's indefinite-lived permits are not subject to amortization but are tested for impairment at least annually, as of July 1 of each year. The Company also tests for possible impairment of its indefinite-lived permits whenever events or changes in circumstances, such as a significant reduction in operating cash flow or a dramatic change in the manner for which the asset is intended to be used, indicate that the carrying amount of the asset may not be recoverable. The impairment test consists of a comparison of the fair value of indefinite-lived intangible assets at the market level with their carrying amounts. If the carrying amounts exceed the fair value, an impairment loss is recognized equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of an indefinite-lived asset is its new accounting basis. As prescribed in Accounting Standards Codification (“ASC”) 805-20-S99, the fair value of the indefinite-lived assets is determined using the direct valuation method, which attempts to isolate the income that is properly attributable to the indefinite-lived intangible asset alone (that is, apart from tangible and other identified intangible assets and goodwill). Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase that are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model to calculate the value that is directly attributable to the indefinite-lived intangible assets. In its application of the direct valuation method, the Company forecasts revenue, expenses and cash flows over a ten-year period for each of its markets and also calculates a “normalized” residual year, which represents the perpetual cash flows of each market. The residual year cash flow is capitalized to arrive at the terminal value of the permits in each market. The key assumptions using the direct valuation method are 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 and terminal values. This data is populated using industry-normalized information representing an average billboard permit within a market. The Company engages a third-party valuation firm to assist with the development of its assumptions used to determine of the fair value of the permits. Other Intangible Assets Other intangible assets include transit, street furniture and other outdoor contractual rights; permanent easements; trademarks; and other miscellaneous intangible assets. • The Company’s transit, street furniture and other contractual rights are definite-lived intangible assets that are recorded at cost and 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. The Company periodically reviews the appropriateness of the amortization periods related to these definite-lived intangible assets. • Permanent easements are indefinite-lived intangible assets that include certain rights to use real property not owned by the Company and are tested for impairment at least annually. The Company tests for possible impairment of other intangible assets whenever events and circumstances indicate that they might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When a specific asset is determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value. |
Goodwill | Goodwill The Company performs its annual impairment test on July 1 of each year. In accordance with ASC Topic 350, the carrying amount of each reporting unit, including goodwill, is compared to the fair value of the reporting unit, and any excess, limited to the total amount of goodwill allocated to the reporting unit, is recorded as a goodwill impairment charge. The Company identifies its reporting units in accordance with ASC 350-20-55. Each of the Company’s advertising markets are components. For purposes of the goodwill test, the U.S. advertising markets within the Company’s Americas segment are aggregated into a single reporting unit, Americas; the countries within the Company’s Europe segment are aggregated into a single reporting unit, Europe; and the countries within our Latin America operating segment are aggregated into a single reporting unit, Latin America. Prior to the sale of Clear Media, the Company also had a China reporting unit. The Company uses a discounted cash flow model to determine the fair value of each reporting unit, which requires the Company to estimate future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. |
Leased Assets | Leased Assets The Company enters into contracts to use land, buildings and office space, structures, and other equipment such as automobiles and copiers. Some of these contracts enable the Company to display advertising on buses, bus shelters, trains and other private or municipal assets. Additionally, most of the Company’s advertising structures are located on leased land. No single contract or lease is material to the Company’s operations. Arrangements involving the use of property, plant and equipment are evaluated at inception to determine whether they contain a lease under ASC Topic 842. The majority of the Company’s transit contracts do not meet the definition of a lease under ASC Topic 842 due to substantive substitution rights within those contracts. The Company's leases are primarily operating leases, including land lease contracts and lease contracts for the use of space on floors, walls and exterior locations on buildings. The land leases typically have initial terms of between 10 and 20 years and renew indefinitely, with rental payments generally escalating at an inflation-based index. Land leases are typically paid in advance for periods ranging up to 12 months, although some of our international land leases are paid in advance for longer periods or in arrears. Certain of the Company's street furniture contracts also meet the definition of an operating lease. Most international street furniture display faces are operated through contracts with municipalities, which typically have terms ranging from 1 to 15 years. Operating leases are reflected on the Company’s Consolidated Balance Sheets as “Operating lease right-of-use assets,” and the related short-term and long-term liabilities are included within “Current operating lease liabilities” and “Non-current operating lease liabilities,” respectively. Right-of-use (“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 lease commencement based on the present value of lease payments over the lease term, and lease expense is recognized on a straight-line basis over the lease term. The Company’s finance leases are included within “Property, plant and equipment” on the Consolidated Balance Sheets, and the related short-term and long-term liabilities are included within “Current portion of long-term debt” and “Long-term debt,” respectively. Expenditures for maintenance are charged to operations as incurred. Certain of the Company’s operating lease agreements include rental payments that are based on a percentage of revenue, and others include rental payments that are adjusted periodically for inflationary changes. Percentage rent contracts, in which lease expense is calculated as a percentage of advertising revenue, and 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. The Company is commonly assessed VAT on its international contracts, which is treated as a non-lease component. Many of the Company’s operating lease contracts permit the Company to continue operating the leased assets after the rights and obligations of the lease agreements have expired. Such contracts are not considered to be leases after they expire, and future expected payments are not included in operating lease liabilities or ROU assets. Additionally, many of the Company's leases entered into in connection with advertising structures provide options to extend the terms of the agreements. Renewal periods are generally excluded from minimum lease payments when calculating the lease liabilities as the Company does not consider exercise of such options to be reasonably certain for most leases. Therefore, unless exercise of a renewal option is considered reasonably assured, the optional terms and payments are not included within the lease liability. The Company’s lease agreements do not contain 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 Topic 842, is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. |
Nonconsolidated Affiliates | Nonconsolidated Affiliates In general, 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 investee are accounted for using the equity method of accounting. The Company does not recognize gains or losses upon the issuance of securities by any of its equity-method investees. The Company reviews the value of equity-method investments and records impairment charges in the Consolidated Statements of Loss as a component of “Other income (expense), net” for any decline in value that is determined to be other-than-temporary. |
Asset Retirement Obligations | Asset Retirement Obligations ASC Subtopic 410-20 requires the Company to estimate its obligation to dismantle and remove its advertising structures from leased land and to reclaim the site to its original condition upon the termination or non-renewal of a lease or contract. The Company’s asset retirement obligation is reported in “Other long-term liabilities” on the Company’s Consolidated Balance Sheets. The Company records the present value of obligations associated with the retirement of its advertising structures in the period in which the obligation is incurred. Due to the high rate of lease renewals over a long period of time, the calculation assumes that the related assets will be removed at some period over the next 50 years. An estimate of third-party cost information is used with respect to the dismantling of the structures and the reclamation of the site. The interest rate used to calculate the present value of such costs over the retirement period is based on an estimated risk-adjusted credit rate for the same period. When the liability is recorded, the cost is capitalized as part of the related advertising structure’s carrying value. Over time, accretion of the liability is recognized as an operating expense, and the capitalized cost is depreciated over the expected useful life of the related asset. |
Revenue Recognition | Revenue Recognition The Company generates revenue primarily from the sale of advertising space on printed and digital out-of-home advertising displays, which may be sold as individual units or as a network package. These contracts typically cover periods of a few weeks to one year, although there are some with longer terms. Revenue contracts in our Americas segment are generally cancelable after a specified notice period, and revenue contracts in our International business are generally non-cancelable or require the customer to pay a fee to terminate the contract. Certain of these revenue transactions are considered leases for accounting purposes as the contracts convey to customers the right to control the use of the Company’s advertising displays for a period of time. To qualify as a lease, fulfillment of the contract must be dependent upon the use of a specified advertising structure, the customer must have almost exclusive use of the advertising display throughout the contract term, and the customer must also have the right to change the advertisement that is displayed throughout the contract term. The Company accounts for revenue from leases, which are all classified as operating leases, in accordance with ASC Topic 842, while the Company’s remaining revenue transactions are accounted for as revenue from contracts with customers (ASC Topic 606). Revenue from Leases Under ASC Topic 842, the Company elected a practical expedient to not separate non-lease components from associated lease components if certain criteria are met. As such, each right to control the use of an advertising display that meets the lease criteria is combined with the related installation and maintenance services provided under the contract into a single lease component. Production services, which do not meet the criteria to be combined, and each advertising display that does not meet the lease criteria (along with any related installation and maintenance services) are non-lease components. Consideration in out-of-home advertising contracts is allocated between lease and non-lease components in proportion to their relative standalone selling prices, which are generally approximated by the contractual prices for each promised service. Revenue from Contracts with Customers The Company recognizes revenue when or as it satisfies a performance obligation by transferring a promised good or service to a customer. Revenue from the sale of advertising space on displays is generally recognized ratably over the term of the contract as the advertisement is displayed. The Company also generates revenue from production and creative services, which are distinct from the advertising display services, and related revenue is recognized at the point in time the Company installs the advertising copy at the display site. The Company recognizes revenue in amounts that reflect the consideration it expects to receive in exchange for transferring goods or services to customers, excluding sales taxes and other similar taxes collected on behalf of governmental authorities (the “transaction price”). When this consideration includes a variable amount, the Company estimates the amount of consideration it expects to receive and only recognizes revenue to the extent that it is probable it will not be reversed in a future reporting period. Because the transfer of promised goods and services to the customer is generally within a year of scheduled payment from the customer, the Company is not typically required to consider the effects of the time value of money when determining the transaction price. Advertising revenue is reported net of agency commissions. Trade and barter transactions represent the exchange of display space 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 display space promised to the customer. Revenue is recognized on trade and barter transactions when the advertisements are displayed, and expenses are recorded ratably over a period that estimates when the merchandise, services or other assets received are utilized. Trade and barter revenues and expenses are included on the Company’s Consolidated Statements of Loss within “Revenue” and “Operating expenses,” respectively. Trade and barter revenues and expenses were as follows: Years Ended December 31, (In thousands) 2021 2020 2019 Trade and barter revenues $ 7,650 $ 7,851 $ 14,967 Trade and barter expenses 8,270 7,409 9,416 In order to appropriately identify the unit of accounting for revenue recognition, the Company determines which promised goods and services in a contract with a customer are distinct and are therefore separate performance obligations. If a promised good or service does not meet the criteria to be considered distinct, it is combined with other promised goods or services until a distinct bundle of goods or services exists. Certain of the Company’s contracts with customers include options for the customer to acquire additional goods or services for free or at a discount, and management judgment is required to determine whether these options are material rights that are separate performance obligations. For revenue arrangements that contain multiple distinct goods or services, the Company allocates the transaction price to these performance obligations in proportion to their relative standalone selling prices. The Company has concluded that the contractual prices for the promised goods and services in its standard contracts generally approximate management’s best estimate of standalone selling price as the rates reflect various factors such as the size and characteristics of the target audience, market location and size, and recent market selling prices. However, where the Company provides customers with free or discounted services as part of contract negotiations, management uses judgment to determine how much of the transaction price to allocate to these performance obligations. The Company receives payments from customers based on billing schedules that are established in its contracts, and deferred revenue is recorded when payment is received from a customer before the Company has satisfied the performance obligation or a non-cancelable contract has been billed in advance in accordance with the Company’s normal billing terms. Americas contracts are generally billed monthly in advance, and contracts related to our International businesses include a combination of advance billings and billings upon completion of service. Refer to Note 5 for additional disclosures about the Company’s revenue. Contract Costs Incremental costs of obtaining a contract primarily relate to sales commissions, which are included in “Selling, general and administrative expenses” on the Company’s Consolidated Statements of Loss and are generally commensurate with sales. These costs are generally expensed when incurred because the period of benefit is one year or less. |
Share-Based Compensation | Share-Based CompensationUnder the fair value recognition provisions of ASC Subtopic 718-10, share-based compensation cost is measured at the grant date based on the fair value of the award. For awards that vest based on service conditions, this cost is recognized as expense on a straight-line basis over the requisite service period. For awards that vest based on performance conditions, this cost is recognized over the requisite service period if it is probable that the performance conditions will be satisfied. For awards that vest based on market conditions, this cost is recognized over the requisite service period regardless of whether the market condition is met. Determining the fair value of share-based awards at the grant date requires assumptions and judgments, such as expected volatility, among other factors. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting basis and tax basis of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion or the entire asset will not be realized. The Company has not provided U.S. federal income taxes for temporary differences with respect to investments in foreign subsidiaries, which resulted in tax basis amounts greater than the financial reporting basis at December 31, 2021 . It is not apparent that these unrecognized deferred tax assets will reverse in the foreseeable future. If any excess cash held by our foreign subsidiaries were needed to fund operations in the U.S., the Company could presently repatriate available funds with minimal U.S. tax consequences, as calculated for tax law purposes. The Company regularly reviews its tax liabilities on amounts that may be distributed in future periods and provides for foreign withholding and other current and deferred taxes on any such amounts, where applicable. |
Asset Acquisitions | Asset Acquisitions The Company accounts for transactions that meet the definition of asset group purchases as asset acquisitions and allocates the acquisition purchase price to the assets acquired at their estimated relative fair values at the date of acquisition, which is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. |
Financial Instruments | Financial Instruments The Company recognizes accounts receivable, accounts payable and debt in its Consolidated Balance Sheets at their carrying amounts. Due to their short maturities, the carrying amounts of accounts receivable and accounts payable approximate their fair values. Refer to Note 6 for the Company’s fair value measurement of debt. |
Foreign Currency | Foreign CurrencyResults of operations for foreign subsidiaries and foreign equity investees are translated into U.S. dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into U.S. dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of Stockholders’ Deficit on the Company’s Consolidated Balance Sheets, within “Accumulated other comprehensive loss.” Foreign currency transaction gains and losses are recorded on the Company’s Consolidated Statements of Loss, within “Other income (expense), net.” |
New Accounting Pronouncements Recently and Not Yet Adopted | New Accounting Pronouncements Recently Adopted As previously described in the “Accounts Receivable” section of this Note, the Company adopted ASU 2016-13 as of January 1, 2020. Additionally, the Company adopted the guidance under ASU 2019-12, Simplifying the Accounting for Income Taxes , as of January 1, 2021 on a prospective basis. This update, which simplifies the accounting for income taxes by removing certain existing exceptions to the general principles in ASC Topic 740, does not have a material impact on the Company’s consolidated financial statements or disclosures. New Accounting Pronouncements Not Yet Adopted In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance , which requires disclosures that increase the transparency of certain transactions with governments. The amendments in this ASU are effective for annual periods beginning after December 15, 2021 and may be applied prospectively or retrospectively. The Company does not expect to be materially impacted by the implementation of this ASU. Reference Rate Reform For the last several years, there has been an ongoing effort amongst regulators, standard setters, financial institutions and other market participants to replace interbank offered rates, including the London Interbank Offered Rate (“LIBOR”), with alternative reference rates. In the U.S., the Alternative Reference Rates Committee has formally recommended forward-looking Secured Overnight Financing Rate (“SOFR”) term rates as the replacement for USD LIBOR, while various other risk-free rates have been selected to replace LIBOR for other currencies. After December 31, 2021, the ICE Benchmark Administration, LIBOR’s administrator, ceased publication of certain LIBOR rates. The remaining USD LIBOR rates will be published through June 30, 2023. In connection with the phasing-out of LIBOR, at the end of 2021 the Company agreed with the lenders under its Senior Secured Credit Agreement to no longer request borrowings in Sterling Pounds or Euros. The Company is currently working with the administrative agent of its Senior Secured Credit Facilities and Receivables-Based Credit Facility to finalize replacement rates but does not expect the replacement of LIBOR to have a material impact on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting , in order to ease the potential burden of accounting for reference rate reform initiatives. The update provides temporary optional expedients and exceptions for applying GAAP contract modification accounting to contracts and other transactions affected by reference rate reform if certain criteria are met and may be applied through December 31, 2022. The Company is assessing whether it will use these optional expedients and exceptions but does not expect adoption of this guidance to have a material impact on the Company’s consolidated financial statements or disclosures. The Company will continue to monitor and assess regulatory developments during the transition period. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable, Net | The following table discloses the components of “Accounts receivable, net” as reported in the Consolidated Balance Sheets: (In thousands) December 31, 2021 December 31, 2020 Accounts receivable $ 666,888 $ 500,372 Less: Allowance for credit losses (23,772) (32,043) Accounts receivable, net $ 643,116 $ 468,329 |
Schedule of Cash and Cash Equivalents | The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows: (In thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents in the Balance Sheet $ 410,767 $ 785,308 Restricted cash included in: Other current assets 1,685 1,433 Other assets 7,519 8,320 Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 419,971 $ 795,061 |
Schedule of Restricted Cash and Cash Equivalents | The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows: (In thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents in the Balance Sheet $ 410,767 $ 785,308 Restricted cash included in: Other current assets 1,685 1,433 Other assets 7,519 8,320 Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 419,971 $ 795,061 |
Barter And Trade Revenues And Expenses Table | Trade and barter revenues and expenses were as follows: Years Ended December 31, (In thousands) 2021 2020 2019 Trade and barter revenues $ 7,650 $ 7,851 $ 14,967 Trade and barter expenses 8,270 7,409 9,416 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Results | The following table presents the Company’s reportable segment results for the years ended December 31, 2021, 2020 and 2019: (In thousands) Years Ended December 31, 2021 2020 2019 Revenue Americas $ 1,173,620 $ 976,972 $ 1,273,018 Europe 1,008,905 804,395 1,111,770 Other (1) 58,593 73,241 299,022 Total $ 2,241,118 $ 1,854,608 $ 2,683,810 Capital Expenditures Americas $ 68,498 $ 56,312 $ 82,707 Europe 62,759 43,342 80,535 Other (1) 4,401 11,802 55,447 Corporate 12,348 12,706 13,775 Total $ 148,006 $ 124,162 $ 232,464 Segment Adjusted EBITDA Americas $ 500,304 $ 319,872 $ 510,135 Europe 49,993 (54,093) 142,590 Other (1) (333) (35,505) 73,296 Total $ 549,964 $ 230,274 $ 726,021 Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes Segment Adjusted EBITDA $ 549,964 $ 230,274 $ 726,021 Less reconciling items: Corporate expenses (2) 156,181 137,297 144,341 Depreciation and amortization 253,155 269,421 309,324 Impairment charges 118,950 150,400 5,300 Restructuring and other costs (3) 38,501 19,184 15,316 Other operating income, net (627) (53,614) (1,162) Interest expense, net 350,457 360,259 419,518 Other reconciling items (4) 100,995 5,559 122,907 Consolidated net loss before income taxes $ (467,648) $ (658,232) $ (289,523) (1) Other includes the Company's operations in Latin America and, for periods prior to the disposition of the Company's stake in Clear Media on April 28, 2020, China. Refer to Note 1 for additional details related to this disposition. (2) Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of each of the Company’s reportable segments, as well as overall executive, administrative and support functions. Share-based payments and certain restructuring and other costs are recorded in corporate expenses. (3) The restructuring and other costs line item in this reconciliation excludes those restructuring and other costs related to corporate functions, which are included with the Corporate expenses line item. (4) Other reconciling items includes Loss on extinguishment of debt, Loss on Due from iHeartCommunications, and Other income (expense), net. |
COST-SAVINGS INITIATIVES (Table
COST-SAVINGS INITIATIVES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents costs incurred in the Company’s Europe segment in connection with this portion of the restructuring plan during the years ended December 31, 2021 and 2020 and since the plan was initiated: Years Ended December 31, Total to date (In thousands) 2021 2020 December 31, Costs incurred in Europe segment: Direct operating expenses (1) $ 14,315 $ 2,382 $ 16,697 Selling, general and administrative expenses (1) 16,485 5,977 22,462 Total charges $ 30,800 $ 8,359 $ 39,159 (1) Costs are categorized as Restructuring and other costs and are therefore excluded from Segment Adjusted EBITDA. As of December 31, 2021, the total liability related to these restructuring plans was $24.3 million, which the Company expects to pay in 2022, although payments may be made through the end of the second quarter of 2023 in accordance with the terms of the Europe portion of the international plan. The following table presents changes in the liability balance during the years ended December 31, 2021, 2020 and 2019: (In thousands) Americas Europe Other Corporate Total Liability balance as of December 31, 2019 $ — $ — $ — $ — $ — Costs incurred (1) 3,208 8,359 495 2,529 14,591 Costs paid or otherwise settled (675) (5,904) (495) (1,711) (8,785) Liability balance as of December 31, 2020 $ 2,533 $ 2,455 $ — $ 818 $ 5,806 Costs incurred (1) — 30,800 — 1,077 31,877 Costs paid or otherwise settled (2,533) (9,395) — (1,439) (13,367) Liability balance as of December 31, 2021 $ — $ 23,860 $ — $ 456 $ 24,316 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table shows revenue from contracts with customers, revenue from leases and total revenue, disaggregated by segment, for the years ended December 31, 2021, 2020 and 2019: (In thousands) Revenue from contracts with customers Revenue from Total Revenue Year Ended December 31, 2021 Americas (1) $ 568,231 $ 605,389 $ 1,173,620 Europe (2) 905,738 103,167 1,008,905 Other (3) 47,225 11,368 58,593 Total $ 1,521,194 $ 719,924 $ 2,241,118 Year Ended December 31, 2020 Americas (1) $ 488,682 $ 488,290 $ 976,972 Europe (2) 708,465 95,930 804,395 Other (3) 63,565 9,676 73,241 Total $ 1,260,712 $ 593,896 $ 1,854,608 Year Ended December 31, 2019 Americas (1) $ 687,558 $ 585,460 $ 1,273,018 Europe (2) 968,582 143,188 1,111,770 Other (3) 275,003 24,019 299,022 Total $ 1,931,143 $ 752,667 $ 2,683,810 (1) Americas revenue is primarily generated in the U.S. but also includes revenue derived from airport displays in the Caribbean. Americas total revenue for the years ended December 31 , 2021, 2020 and 2019 includes revenue from transit displays of $170.8 million, $134.3 million and $221.3 million, respectively, including revenue from airport displays of $160.3 million, $123.8 million and $203.0 million, respectively. (2) Europe revenue consists of revenue generated in Europe and Singapore. Europe total revenue for the years ended December 31, 2021, 2020 and 2019 includes revenue from France of $264.9 million, $215.0 million and $284.4 million , respectively. (3) Other includes the Company’s businesses in Latin America and, for periods prior to the disposition of the Company’s stake in Clear Media on April 28, 2020, China. Other total revenue for the years ended December 31, 2020 and 2019 includes revenue from Latin America of $44.0 million and $89.6 million, respectively. |
Contract with Customer, Asset and Liability | The following tables show the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers: (In thousands) Years Ended December 31, 2021 (1) 2020 (2) 2019 (3) Accounts receivable, net of allowance, from contracts with customers Beginning balance $ 349,799 $ 581,555 $ 367,918 Ending balance $ 492,706 $ 349,799 $ 581,555 Deferred revenue from contracts with customers Beginning balance $ 37,712 $ 52,589 $ 39,916 Ending balance $ 42,016 $ 37,712 $ 52,589 (1) The increases in the accounts receivable and deferred revenue balances from contracts with customers in 2021 were driven by higher sales and billings related to our continued recovery from COVID-19. (2) The decreases in the accounts receivable and deferred revenue balances from contracts with customers in 2020 were driven by the sale of Clear Media and lower sales and billings related to COVID-19. (3) The primary driver for the increases in the accounts receivable and deferred revenue balances from contracts with customers in 2019 was related to the implementation of ASC Topic 842 as of January 1, 2019. Because the definition of a lease is more restrictive under the new standard, fewer of the Company’s new revenue contracts meet the definition of a lease for accounting purposes, resulting in an increase in the percentage of revenue that is categorized as revenue from contracts with customers. |
Operating Lease, Lease Income | As of December 31, 2021 , future lease payments to be received by the Company are as follows: (In thousands) 2022 $ 381,913 2023 33,074 2024 15,306 2025 8,828 2026 5,752 Thereafter 2,159 Total $ 447,032 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Senior Notes | Long-term debt outstanding at December 31, 2021 and 2020 consisted of the following: (In thousands) December 31, December 31, Term Loan Facility (1) $ 1,955,000 $ 1,975,000 Revolving Credit Facility (2) — 130,000 Receivables-Based Credit Facility — — Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 1,250,000 1,250,000 Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028 (3) 1,000,000 — Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029 (4) 1,050,000 — Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024 (3),(4) — 1,901,525 Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025 375,000 375,000 Other debt (5) 39,006 6,763 Original issue discount (6,976) (8,296) Long-term debt fees (57,077) (57,706) Total debt 5,604,953 5,572,286 Less: Current portion 21,165 21,396 Total long-term debt $ 5,583,788 $ 5,550,890 (1) During 2021, the Company paid $20.0 million of the outstanding principal on the term loan facility (“Term Loan Facility”) in accordance with the terms of the senior secured credit agreement governing the senior secured credit facilities (“Senior Secured Credit Facilities”), which consist of the Term Loan Facility and the revolving credit facility (“Revolving Credit Facility”). (2) The Company repaid the $130.0 million outstanding balance under the Revolving Credit Facility on October 26, 2021 using cash on hand. (3) On February 17, 2021, the Company issued $1.0 billion aggregate principal amount of 7.75% Senior Notes due 2028. On March 4, 2021, the Company used the net proceeds from this issuance to cause Clear Channel Worldwide Holdings, Inc. (“CCWH”), a subsidiary of the Company, to redeem $940.0 million aggregate principal amount of its 9.25% Senior Notes due 2024 (“CCWH Senior Notes”) at a redemption price equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. (4) On June 1, 2021, the Company issued $1.05 billion aggregate principal amount of 7.5% Senior Notes due 2029. On June 16, 2021, the Company used the net proceeds from this issuance to cause CCWH to redeem all of the outstanding $961.5 million aggregate principal amount of its CCWH Senior Notes at a redemption price equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. (5) Other debt includes various borrowings and finance leases utilized for general operating purposes. On June 29, 2021, one of the Company’s non-guarantor European subsidiaries entered into a state-guaranteed loan of €30.0 million, or approximately $34.1 million at current exchange rates, with a third-party lender. The term of this unsecured loan, which is guaranteed by the government of that country, will range from one |
Schedule of Future Maturities of Long-Term Debt | Future maturities of long-term debt as of December 31, 2021 are as follows: (in thousands) 2022 $ 21,165 2023 21,141 2024 20,443 2025 395,355 2026 1,875,314 Thereafter 3,335,588 Total (1) $ 5,669,006 (1) Excludes original issue discount and long-term debt fees of $7.0 million and $57.1 million, respectively, which are amortized through interest expense over the life of the underlying debt obligations |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Non-Lease Non-Cancelable Contracts | As of December 31, 2021 , the Company’s future minimum payments under non-lease non-cancelable contracts in excess of one year and capital expenditure commitments consisted of the following: (In thousands) Non-Lease Capital Non-Cancelable Expenditure Contracts Commitments 2022 $ 283,314 $ 48,165 2023 239,571 32,083 2024 211,196 13,398 2025 170,917 8,035 2026 122,085 9,721 Thereafter 263,779 31,846 Total $ 1,290,862 $ 143,248 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Significant Components of the Provision for Income Tax Benefit (Expense) | Significant components of the provision for income tax benefit (expense) are as follows: (In thousands) Years Ended December 31, 2021 2020 2019 Current - federal $ — $ — $ (813) Current - foreign 4,239 (22,667) (43,941) Current - state (1,293) 337 (3,433) Total current benefit (expense) 2,946 (22,330) (48,187) Deferred - federal 25,830 62,167 3,762 Deferred - foreign 74 3,936 (27,980) Deferred - state 5,678 14,233 151 Total deferred benefit (expense) 31,582 80,336 (24,067) Income tax benefit (expense) $ 34,528 $ 58,006 $ (72,254) |
Significant Components of Deferred Tax Liabilities and Assets | Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2021 and 2020 are as follows: (In thousands) December 31, December 31, 2021 2020 Deferred tax liabilities: Operating lease right-of-use asset $ 369,676 $ 370,080 Intangibles and fixed assets (1) 349,924 402,675 Other 7,792 1,983 Total deferred tax liabilities 727,392 774,738 Deferred tax assets: Operating lease liabilities 376,424 376,185 Net operating loss carryforwards (2) 262,190 237,066 Interest expense carryforwards (3) 105,808 96,563 Accrued expenses 19,437 15,190 Stock-based compensation expense (4) 4,717 9,478 Credit loss provision 4,512 6,000 Other 26,204 28,878 Total deferred tax assets 799,292 769,360 Less: Valuation allowance (5) 396,479 350,891 Net deferred tax assets (6) 402,813 418,469 Net deferred tax liabilities $ 324,579 $ 356,269 (1) The deferred tax liabilities associated with intangibles and fixed assets primarily relate to the differences in the book and tax basis of acquired billboard permits and tax-deductible goodwill created from the Company’s various stock acquisitions. In accordance with ASC Subtopic 350-10, the Company does not amortize its book basis in permits. As a result, this deferred tax liability will not reverse over time and will continue to increase unless the Company recognizes impairment charges related to its permits and tax-deductible goodwill or sells its permits. As described in Note 11, the Company impaired its permits in 2021, driving a decrease in the related deferred tax liability. (2) At December 31, 2021 , the Company had recorded deferred tax assets for net operating loss carryforwards (tax-effected) for federal and state income tax purposes of $84.3 million. The Company’s federal and certain state net operating losses carry forward indefinitely without expiration, while the remaining state net operating loss carryforwards expire in various amounts through 2041. At December 31, 2021 , the Company had recorded $177.9 million (tax-effected) of deferred tax assets for foreign net operating loss carryforwards, the majority of which may be carried forward without expiration. (3) Section 163(j) of the Internal Revenue Code generally limits the deduction for business interest expense to 30% of adjusted taxable income and provides that any disallowed interest expense may be carried forward indefinitely. In applying the rules under Section 163(j), the Company made the election to be considered an operator of a “real property trade or business” and recorded a carryforward deferred tax asset (tax-effected) for federal and state purposes related to interest expense limitations on its non-real property assets. (4) Full realization of the deferred tax assets related to stock-based compensation expense under ASC Subtopic 718-10 requires stock options to be exercised at a price equaling or exceeding the sum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at the grant date. Accordingly, there can be no assurance that the stock price of the Company’s common stock will rise to levels sufficient to realize the entire deferred tax benefit currently reflected in the Company’s Consolidated Balance Sheet. See Note 14 for additional discussion of ASC Subtopic 718-10. (5) Due to the Company’s evaluation of all available evidence, including significant negative evidence of cumulative losses in the related jurisdictions, the Company continues to record valuation allowances on deferred tax assets that are not expected to be realized. As of December 31, 2021, the Company had a valuation allowances of $158.2 million recorded against a portion of its federal and state deferred tax assets and $238.3 million recorded against its deferred tax assets in foreign jurisdictions. (6) The Company expects to realize the benefits of this portion of its deferred tax assets based upon its assessment of deferred tax liabilities that will reverse in the same carryforward period and jurisdiction and are of the appropriate character, as well as the Company's ability to generate future taxable income in certain tax jurisdictions. Any deferred tax liabilities associated with acquired billboard permits and tax-deductible goodwill intangible assets are not relied upon as a source of future taxable income as these intangible assets have an indefinite life. |
Schedule of Income (Loss) Before Income Taxes | Loss before income taxes was as follows: (In thousands) Years Ended December 31, 2021 2020 2019 U.S. $ (321,194) $ (481,300) $ (262,201) Foreign (146,454) (176,932) (27,322) Total loss before income taxes $ (467,648) $ (658,232) $ (289,523) |
Reconciliation of Income Tax Computed at the U.S. Federal Statutory Rates to Income Tax Benefit | The reconciliation of income tax computed at the U.S. federal statutory rates to income tax benefit (expense) is: (In thousands) Years Ended December 31, 2021 2020 2019 Amount Percent Amount Percent Amount Percent Income tax benefit at statutory rates $ 98,206 21.0 % $ 138,229 21.0 % $ 60,800 21.0 % State income taxes, net of federal tax effect 10,088 2.2 % 13,812 2.1 % 6,937 2.4 % Foreign income taxes (31,012) (6.6) % (56,865) (8.6) % (77,659) (26.8) % Nondeductible items (229) 0.0 % (1,047) (0.2) % (760) (0.3) % Changes in valuation allowance and other estimates (45,710) (9.8) % (39,726) (6.0) % (58,940) (20.4) % Other, net 3,185 0.7 % 3,603 0.5 % (2,632) (0.9) % Income tax benefit (expense) $ 34,528 7.4 % $ 58,006 8.8 % $ (72,254) (25.0) % |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (In thousands) Years Ended December 31, Unrecognized Tax Benefits 2021 2020 Balance at beginning of period $ 33,743 $ 37,334 Increases for tax position taken in the current year 2,145 1,834 Increases for tax positions taken in previous years 432 7,405 Decreases for tax position taken in previous years (1) (5,595) (11,612) Decreases due to settlements with tax authorities (5,166) — Decreases due to lapse of statute of limitations (2) (978) (1,218) Balance at end of period $ 24,581 $ 33,743 (1) During 2020, the Company reversed $8.4 million in unrecognized tax benefits as a result of selling its 50.91% stake in Clear Media. (2) All federal income tax matters through 2018 are closed. Substantially all material state, local, and foreign income tax matters have been concluded for years through 2007. |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following table provides the components of ASC Topic 842 lease expense included within the Consolidated Statements of Loss for the years ended December 31, 2021, 2020 and 2019, respectively: Years Ended December 31, (In thousands) 2021 2020 2019 Operating lease expense $ 462,452 $ 455,832 $ 533,392 Variable lease expense $ 120,515 $ 95,156 $ 142,064 The following table provides the weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases as of December 31, 2021 and 2020, respectively: December 31, December 31, Operating lease weighted-average remaining lease term (in years) 10.2 10.0 Operating lease weighted-average discount rate 6.48 % 6.63% The following table provides supplemental cash flow information related to leases: Years Ended December 31, (In thousands) 2021 2020 2019 Cash paid for amounts included in measurement of operating lease liabilities $ 490,115 $ 442,256 $ 527,812 Lease liabilities arising from obtaining right-of-use assets (1) $ 374,546 $ 106,324 $ 2,318,161 (1) Includes new leases entered into in each respective year presented. The amount for the year ended December 31, 2019 also includes transition liabilities upon adoption of ASC Topic 842. |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2021, the Company’s future maturities of operating lease liabilities were as follows: (In thousands) 2022 $ 400,625 2023 298,977 2024 232,917 2025 194,107 2026 169,287 Thereafter 1,029,830 Total lease payments $ 2,325,743 Less: Effect of discounting (698,134) Total operating lease liability $ 1,627,609 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020: (In thousands) December 31, December 31, Structures $ 2,356,245 $ 2,378,124 Furniture and other equipment 251,084 244,913 Land, buildings and improvements 146,064 149,992 Construction in progress 54,361 42,366 Property, plant and equipment, gross 2,807,754 2,815,395 Less: Accumulated depreciation (1,980,508) (1,926,571) Property, plant and equipment, net $ 827,246 $ 888,824 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of December 31, 2021 and 2020: (In thousands) December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Indefinite-lived permits $ 717,666 $ — $ 826,528 $ — Transit, street furniture and other outdoor 446,976 (397,778) 458,316 (398,186) Permanent easements 161,079 — 162,900 — Trademarks 83,569 (22,560) 83,569 (14,229) Other 1,307 (1,145) 2,072 (1,691) Total intangible assets $ 1,410,597 $ (421,483) $ 1,533,385 $ (414,106) |
Schedule of Estimated Amortization Expense | The following table presents the Company’s estimate of future amortization expense; however, in the event that acquisitions and dispositions occur in the future, amortization expense may vary. (In thousands) 2022 $ 19,310 2023 14,664 2024 14,547 2025 14,433 2026 13,644 Thereafter 33,771 Total $ 110,369 |
Schedule of Changes in Carrying Amount of Goodwill | The following table presents changes in the goodwill balance for the Company’s segments: (In thousands) Americas Europe Other Consolidated Balance as of December 31, 2019 (1) $ 507,819 $ 185,641 $ 10,698 $ 704,158 Impairment — — (9,746) (9,746) Foreign currency — 16,177 (952) 15,225 Balance as of December 31, 2020 $ 507,819 $ 201,818 $ — $ 709,637 Foreign currency — (10,933) — (10,933) Balance as of December 31, 2021 $ 507,819 $ 190,885 $ — $ 698,704 (1) The balance at December 31, 2019 is net of cumulative impairments of $2.6 billion, $191.4 million and $80.7 million for Americas, Europe and Other, respectively. |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Activity Related to Asset Retirement Obligations | The following table presents the activity related to the Company’s asset retirement obligations: (In thousands) Years Ended December 31, 2021 2020 Beginning balance $ 46,152 $ 43,823 Additions and adjustments due to changes in estimates 4,815 1,803 Accretion of liability 4,253 2,269 Liabilities settled (3,037) (3,162) Foreign currency (1,802) 1,419 Ending balance $ 50,381 $ 46,152 |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable | Share-based compensation expense, which is recognized within “Corporate expenses” on the Consolidated Statements of Loss, was as follows: (In thousands) Years Ended December 31, 2021 2020 2019 Restricted stock units and awards $ 15,364 $ 10,819 $ 10,380 Performance stock units 4,007 1,897 511 Stock options and other 27 519 4,879 Total share-based compensation expense $ 19,398 $ 13,235 $ 15,770 |
Summary of Restricted Stock and Restricted Stock Units Outstanding and Activity | The following table presents a summary of the Company’s RSUs and RSAs outstanding at December 31, 2021 and related activity during the year: (Shares in thousands) Number of Weighted-Average Grant-Date Fair Value Outstanding, January 1, 2021 15,865 $ 1.93 Granted (1) 7,312 $ 2.27 Vested (6,973) $ 2.24 Forfeited (381) $ 2.36 Outstanding, December 31, 2021 15,823 $ 1.95 (1) The weighted-average grant-date fair value of the Company’s RSUs and RSAs granted during the years ended December 31, 2021, 2020 and 2019 was $2.27, $1.04 and $2.84 per share, respectively. |
Schedule Assumptions Used to Calculate Fair Value of Options | The following assumptions were used to calculate the fair value of the Company’s PSUs on the date of grant: Years Ended December 31, 2021 2020 2019 Expected volatility 65.8% 60.9% 33.3% Risk-free interest rate 0.3% 0.2% 1.6% Expected dividend yield —% —% —% Year Ended 2019 Expected volatility (1) 44% Expected life in years (2) 5.8 Risk-free interest rate (3) 1.88% Expected dividend yield —% (1) Expected volatility is based on historical volatility of the Company’s stock over the expected life of the options. (2) The expected life represents the period of time that options granted are expected to be outstanding. The Company used historical data to estimate option exercises and employee terminations within the valuation model. (3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected life of the option. |
Summary of Unvested Options and Changes | The following table presents a summary of the Company’s PSUs outstanding, assuming a 100% payout, at December 31, 2021 and related activity during the year: (Shares in thousands) Number of PSUs Weighted-Average Grant-Date Fair Value Outstanding, January 1, 2021 5,282 $ 1.39 Granted (1) 2,053 $ 2.55 Forfeited (28) $ 2.38 Outstanding, December 31, 2021 7,307 $ 1.71 (1) The weighted-average grant-date fair value of the Company’s PSUs granted during the years ended December 31, 2021, 2020 and 2019 was $2.55, $1.00 and $2.38 per share, respectively. |
Summary of Stock Options Outstanding and Stock Option Activity | The following table presents a summary of the Company’s stock options outstanding at December 31, 2021 and related activity during the year: (In thousands, except per share data) Options Weighted-Average Exercise Price Weighted-Average Aggregate Outstanding, January 1, 2021 4,573 $ 5.50 5.4 years $ 3 Exercised (23) 1.51 Expired (502) 6.04 Other 2 5.69 Outstanding, December 31, 2021 4,050 5.45 5.0 years $ 37 Exercisable 3,965 5.42 5.0 years $ 37 Expected to vest 85 6.85 6.3 years $ — A summary of the Company’s unvested options at December 31, 2021 and changes during the year is presented below: (In thousands, except per share data) Options Weighted- Average Grant Date Fair Value Unvested, January 1, 2021 816 $ 2.33 Vested (1) (731) $ 2.05 Unvested, December 31, 2021 85 $ 4.75 (1) The total fair value of the Company’s options vested during the years ended December 31, 2021, 2020 and 2019 was $1.5 million, $2.1 million and $2.3 million, respectively. |
Computation of Earnings (Loss) Per Share | The following table presents the computation of net loss per share for the years ended December 31, 2021, 2020 and 2019: (In thousands, except per share data) Years Ended December 31, 2021 2020 2019 Numerator: Net loss attributable to the Company – common shares $ (433,815) $ (582,739) $ (363,304) Denominator: Weighted average common shares outstanding – basic 468,491 464,522 413,087 Weighted average common shares outstanding – diluted 468,491 464,522 413,087 Net loss attributable to the Company per share of common stock: Basic $ (0.93) $ (1.25) $ (0.88) Diluted $ (0.93) $ (1.25) $ (0.88) |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Cost | The table below presents the components of net periodic pension cost (benefit) recognized in the Consolidated Statements of Loss: (In thousands) Years Ended December 31, 2021 2020 2019 Service cost $ 2,135 $ 3,628 $ 3,277 Interest cost 2,101 2,641 3,515 Expected return on plan assets (5,039) (5,153) (5,494) Amortization of actuarial losses 923 870 744 Amortization of prior service costs (1) (4,911) (301) (283) Settlement loss — 876 835 Curtailment gain (2) (4,049) — — Total net periodic pension cost (benefit) $ (8,840) $ 2,561 $ 2,594 (1) 2021 includes a gain of $4.6 million, reported in “Corporate expenses” on the Consolidated Statement of Loss, related to the Company’s amendment of one of its defined-benefit pension plans to provide members the option to give up some of their whole of life pension in exchange for receiving additional temporary pension payments at their State Pension age. (2) In 2021, some of the Company’s defined-benefit pension plans were curtailed related to the Company’s restructuring plan to reduce headcount in its Europe segment, resulting in a curtailment gain. |
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets | The following table presents the changes in the Company’s projected benefit obligation and the fair value of plan assets: (In thousands) Years Ended December 31, 2021 2020 Projected benefit obligation: Beginning balance, projected benefit obligation $ 217,436 $ 193,688 Service cost 2,135 3,628 Interest cost 2,101 2,641 Contributions by plan participants 896 848 Actuarial loss (gain) (1) (9,184) 16,181 Foreign exchange impact (4,924) 11,123 Benefits paid (4,086) (9,161) Plan amendments (2) (4,604) — Plan curtailment (3) (5,968) — Other — (1,512) Ending balance, projected benefit obligation $ 193,802 $ 217,436 Fair value of plan assets: Beginning balance, fair value of plan assets $ 152,857 $ 145,504 Actual return on plan assets 17,787 5,644 Foreign exchange impact (2,793) 6,868 Contributions by Company 5,245 3,154 Contributions by plan participants 896 848 Benefits paid (4,086) (9,161) Ending balance, fair value of plan assets $ 169,906 $ 152,857 Under-funded status, net (4) $ (23,896) $ (64,579) (1) The actuarial gain in 2021 represents the decrease to the projected benefit obligation resulting from changes in the actuarial assumptions used, primarily an increased discount rate. The actuarial loss in 2020 was attributable to global market conditions. (2) In 2021, the Company amended one of its defined-benefit pension plans, as previously described, resulting in a decrease to the projected benefit obligation. (3) In 2021, some of the Company’s defined-benefit pension plans were curtailed related to the Company’s restructuring plan to reduce headcount in its Europe segment, resulting in a decrease to the projected benefit obligation. (4) Represents the net under-funded status of the Company’s defined-benefit pension plans. The related liability or asset for each plan, dependent upon whether it is under-funded or fully funded, is recorded within “Other long-term liabilities” or “Other assets,” respectively, on the Company’s Consolidated Balance Sheet. At December 31, 2021 , the Company had $10.0 million reported in “Other assets” and $33.9 million reported in “Other long-term liabilities,” and at December 31, 2020, the entire under-funded balance of $64.6 million was reported in “Other long-term liabilities.” |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | The following table presents the pre-tax net loss (gain) and the amortization of pre-tax net loss and prior service costs recognized in accumulated other comprehensive loss: (In thousands) Years Ended December 31, 2021 2020 2019 Beginning balance, accumulated other comprehensive loss $ 50,985 $ 40,360 $ 38,729 Net actuarial loss (gain) arising during the period (21,932) 15,690 4,301 Amortization of net actuarial loss (923) (870) (744) Amortization of prior service costs 4,911 301 283 Plan amendments during the period (4,604) — — Other adjustments (3,511) (4,496) (2,209) Ending balance, accumulated other comprehensive loss $ 24,926 $ 50,985 $ 40,360 For the years ended December 31, 2021, 2020 and 2019, the total increase in “Other comprehensive income (loss)” related to the impact of pensions on deferred income tax liabilities was $0.2 million, $0.7 million and $0.2 million, respectively. The following table presents the amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic pension cost (benefit): (In thousands) Years Ended December 31, 2021 2020 2019 Unrecognized net actuarial loss $ 26,729 $ 53,163 $ 41,733 Unrecognized prior service cost (1,803) (2,178) (1,373) Total $ 24,926 $ 50,985 $ 40,360 |
Defined Benefit Plan, Assumptions | The following table presents the assumptions used to measure the net periodic pension cost (benefit) and the year-end projected benefit obligation: Years Ended December 31, 2021 2020 2019 Weighted-average assumptions used to measure net periodic pension cost (benefit): Discount rates 0.00% - 1.30% 0.30% - 2.00% 0.90% - 2.90% Expected long-term rates of return on plan assets 1.50% - 3.90% 1.50% - 4.40% 1.00% - 5.60% Rates of compensation increase 0.50% - 2.30% 0.50% - 2.30% 1.00% - 2.30% Weighted-average assumptions used to measure projected benefit obligation: Discount rates 0.20% - 1.80% 0.00% - 1.30% 0.30% - 2.00% Expected long-term rates of return on plan assets 1.50% - 4.00% 1.50% - 3.90% 1.50% - 4.40% Rates of compensation increase 0.50% - 2.60% 0.50% - 2.30% 0.50% - 2.30% |
Defined Benefit Plan, Plan Assets, Category | Defined-Benefit Pension Plan Assets The following tables present the fair value of each class of plan assets held by the Company’s defined-benefit pension plans, categorized by level of the fair value hierarchy, at December 31, 2021 and 2020: (In thousands) December 31, 2021 Level 1 (1) Level 2 (2) Level 3 Cash and short-term investments $ 1,517 $ 17,620 $ — Credit instruments — 16,069 — Equity securities — 89,167 — Real estate — 8,908 — Fixed income: Corporate bonds — 32,718 — Insurance contracts — 3,907 — Fair value of plan assets $ 1,517 $ 168,389 $ — (In thousands) December 31, 2020 Level 1 (1) Level 2 (2) Level 3 Cash and short-term investments $ 8,899 $ — $ — Equity securities 104,588 — — Real estate — 8,272 — Fixed income: Corporate bonds — 25,749 — Insurance contracts — 5,349 — Fair value of plan assets $ 113,487 $ 39,370 $ — (1) Assets categorized as Level 1 are measured at fair value using unadjusted quoted prices in active markets for identical assets. (2) Assets categorized as Level 2 are measured at fair value using inputs other than quoted prices in active markets that are observable for the assets, either directly or indirectly. |
Schedule of Net Periodic Benefit Cost Not yet Recognized | The following table presents the expected benefit payments to defined-benefit pension plan participants over the next ten years. These payments have been estimated based on the same assumptions used to measure the plans’ pension benefit obligation at December 31, 2021 and include benefits attributable to estimated future compensation increases, where applicable: (In thousands) 2022 $ 4,561 2023 3,907 2024 4,709 2025 5,988 2026 5,988 2027 - 2031 33,393 |
OTHER INFORMATION (Tables)
OTHER INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Components of Other Income (Expense) | The following table discloses the components of “Other income (expense), net” for the years ended December 31, 2021 , 2020 and 2019, respectively: (In thousands) Years Ended December 31, 2021 2020 2019 Foreign exchange gain (loss) $ (3,981) $ 502 $ (2,248) Equity in earnings of nonconsolidated affiliates 176 697 364 Other (1) 5,567 (1,369) (13,500) Total other income (expense), net $ 1,762 $ (170) $ (15,384) (1) In 2021, other income was primarily comprised of gains related to our defined-benefit pension plans for employees, described further in Note 15. In 2019, other expense included costs incurred related to the Separation from iHeartMedia. |
Schedule of Accrued Expenses | The following table discloses the components of “Accrued expenses” as of December 31, 2021 and 2020, respectively: (In thousands) As of December 31, 2021 2020 Accrued rent $ 160,074 $ 189,509 Accrued employee compensation and benefits 144,802 85,927 Accrued taxes 57,764 42,453 Accrued other 160,724 126,603 Total accrued expenses $ 523,364 $ 444,492 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Thousands, € in Millions | Jun. 29, 2021USD ($) | Jun. 29, 2021EUR (€) | May 14, 2020USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Apr. 28, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Number of reportable segments | segment | 2 | |||||
Non-cash operating lease expense | $ 98,500 | $ 77,700 | ||||
European governmental support and wage subsidies received, COVID-19 | 4,400 | 15,600 | ||||
Estimated total restructuring charges | 31,877 | 14,591 | ||||
Europe | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Estimated total restructuring charges | $ 30,800 | $ 8,359 | ||||
Europe | State Guaranteed Loan | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
State guaranteed loan | $ 34,100 | € 30 | ||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Clear Media Limited | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Ownership percentage sold | 50.91% | 50.91% | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Clear Media Limited | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cash received from sale of business | $ 253,100 | |||||
Gain on sale of clear media | $ 75,200 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||||
Total accumulated other comprehensive loss | $ 3,193,970,000 | $ 2,782,602,000 | $ 2,054,706,000 | $ 2,101,652,000 |
Bad debt, net of recoveries | (2,700,000) | 19,400,000 | 6,200,000 | |
Impairment of assets | $ 0 | 0 | 0 | |
ARO, removal period | 50 years | |||
Revenue, description of timing | Revenue from the sale of advertising space on displays is generally recognized ratably over the term of the contract as the advertisement is displayed. | |||
Asset acquisition, consideration transferred | $ 19,900,000 | |||
Cash payments for asset acquisitions | $ 18,523,000 | 1,319,000 | 0 | |
Minimum | Building and improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 10 years | |||
Minimum | Structures | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 3 years | |||
Minimum | Furniture and other equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 2 years | |||
Operating lease, term | 1 year | |||
Minimum | Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease, term | 10 years | |||
Maximum | Building and improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 39 years | |||
Maximum | Structures | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 20 years | |||
Maximum | Furniture and other equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 20 years | |||
Operating lease, term | 15 years | |||
Maximum | Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease, term | 20 years | |||
Maximum | Land | Americas Outdoor | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease, term | 12 months | |||
Accumulated Deficit | ||||
Property, Plant and Equipment [Line Items] | ||||
Total accumulated other comprehensive loss | $ 6,373,349,000 | $ 5,939,534,000 | 5,349,611,000 | 5,000,920,000 |
Cumulative Effect, Period of Adoption, Adjustment | ||||
Property, Plant and Equipment [Line Items] | ||||
Total accumulated other comprehensive loss | 7,181,000 | (14,613,000) | ||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||
Property, Plant and Equipment [Line Items] | ||||
Total accumulated other comprehensive loss | 7,181,000 | $ (14,613,000) | ||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Disposal Group, Held-for-sale, Not Discontinued Operations | Clear Media Limited | ||||
Property, Plant and Equipment [Line Items] | ||||
Total accumulated other comprehensive loss | $ 5,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Accounts Receivable and Allowance For Credit Losses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 666,888 | $ 500,372 |
Less: Allowance for credit losses | (23,772) | (32,043) |
Accounts receivable, net | $ 643,116 | $ 468,329 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 410,767 | $ 785,308 | ||
Restricted cash included in: | ||||
Other current assets | 1,685 | 1,433 | ||
Other assets | 7,519 | 8,320 | ||
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows | $ 419,971 | $ 795,061 | $ 417,075 | $ 202,869 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Trade and Barter Revenues (Details) - Trade and Barter Transactions - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Trade and barter revenues | $ 7,650 | $ 7,851 | $ 14,967 |
Trade and barter expenses | $ 8,270 | $ 7,409 | $ 9,416 |
SEGMENT DATA (Details)
SEGMENT DATA (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | ||
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 2 | |||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 2,241,118 | $ 1,854,608 | $ 2,683,810 | |
Segment Adjusted EBITDA | 549,964 | 230,274 | 726,021 | |
Corporate expenses | [1] | 156,181 | 137,297 | 144,341 |
Depreciation and amortization | 253,155 | 269,421 | 309,324 | |
Impairment charges | 118,950 | 150,400 | 5,300 | |
Restructuring and other costs | 38,501 | 19,184 | 15,316 | |
Other operating income, net | (627) | (53,614) | (1,162) | |
Interest expense, net | 350,457 | 360,259 | 419,518 | |
Other reconciling items | 100,995 | 5,559 | 122,907 | |
Income (loss) before income taxes | (467,648) | (658,232) | (289,523) | |
Americas | ||||
Segment Reporting Information [Line Items] | ||||
Impairment charges | 119,000 | 140,700 | 5,300 | |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,241,118 | 1,854,608 | 2,683,810 | |
Capital Expenditures | 148,006 | 124,162 | 232,464 | |
Segment Adjusted EBITDA | 549,964 | 230,274 | 726,021 | |
Operating segments | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,173,620 | 976,972 | 1,273,018 | |
Capital Expenditures | 68,498 | 56,312 | 82,707 | |
Segment Adjusted EBITDA | 500,304 | 319,872 | 510,135 | |
Operating segments | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,008,905 | 804,395 | 1,111,770 | |
Capital Expenditures | 62,759 | 43,342 | 80,535 | |
Segment Adjusted EBITDA | 49,993 | (54,093) | 142,590 | |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 58,593 | 73,241 | 299,022 | |
Capital Expenditures | 4,401 | 11,802 | 55,447 | |
Segment Adjusted EBITDA | (333) | (35,505) | 73,296 | |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Capital Expenditures | 12,348 | 12,706 | 13,775 | |
Corporate expenses | $ 156,181 | $ 137,297 | $ 144,341 | |
[1] | Excludes depreciation and amortization |
COST-SAVINGS INITIATIVES (Detai
COST-SAVINGS INITIATIVES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 5,806 | $ 0 |
Costs incurred | 31,877 | 14,591 |
Costs paid or otherwise settled | (13,367) | (8,785) |
Ending balance | 24,316 | 5,806 |
Remaining restructuring cost expected | 3,600 | |
Americas | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 2,533 | 0 |
Costs incurred | 0 | 3,208 |
Costs paid or otherwise settled | (2,533) | (675) |
Ending balance | 0 | 2,533 |
Europe | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 2,455 | 0 |
Costs incurred | 30,800 | 8,359 |
Costs paid or otherwise settled | (9,395) | (5,904) |
Ending balance | 23,860 | 2,455 |
Restructuring costs incurred | 39,159 | |
Europe | Headcount reduction | ||
Restructuring Reserve [Roll Forward] | ||
Costs incurred | 4,300 | 300 |
Other | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | 0 |
Costs incurred | 0 | 495 |
Costs paid or otherwise settled | 0 | (495) |
Ending balance | 0 | 0 |
Other | One-time Termination Benefits | ||
Restructuring Reserve [Roll Forward] | ||
Costs incurred | 500 | |
Corporate | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 818 | 0 |
Costs incurred | 1,077 | 2,529 |
Costs paid or otherwise settled | (1,439) | (1,711) |
Ending balance | 456 | 818 |
Corporate | Headcount reduction | ||
Restructuring Reserve [Roll Forward] | ||
Costs incurred | 1,900 | 1,600 |
Operating Expense | Europe | ||
Restructuring Reserve [Roll Forward] | ||
Costs incurred | 14,315 | 2,382 |
Restructuring costs incurred | 16,697 | |
Selling, General and Administrative Expenses | Europe | ||
Restructuring Reserve [Roll Forward] | ||
Costs incurred | 16,485 | $ 5,977 |
Restructuring costs incurred | $ 22,462 |
REVENUE - Revenue By Segment an
REVENUE - Revenue By Segment and Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from contracts with customers | $ 1,521,194 | $ 1,260,712 | $ 1,931,143 |
Revenue from leases | 719,924 | 593,896 | 752,667 |
Revenue | 2,241,118 | 1,854,608 | 2,683,810 |
Operating segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,241,118 | 1,854,608 | 2,683,810 |
Operating segments | Americas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,173,620 | 976,972 | 1,273,018 |
Transit Displays | Operating segments | Americas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 170,800 | 134,300 | 221,300 |
Airport Displays | Operating segments | Americas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 160,300 | 123,800 | 203,000 |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contracts with customers | 568,231 | 488,682 | 687,558 |
Revenue from leases | 605,389 | 488,290 | 585,460 |
Revenue | 1,173,620 | 976,972 | 1,273,018 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contracts with customers | 905,738 | 708,465 | 968,582 |
Revenue from leases | 103,167 | 95,930 | 143,188 |
Revenue | 1,008,905 | 804,395 | 1,111,770 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contracts with customers | 47,225 | 63,565 | 275,003 |
Revenue from leases | 11,368 | 9,676 | 24,019 |
Revenue | 58,593 | 73,241 | 299,022 |
France | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 264,900 | 215,000 | 284,400 |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 44,000 | $ 89,600 |
REVENUE - Schedule of Contract
REVENUE - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, net of allowance, from contracts with customers | |||
Beginning balance | $ 349,799 | $ 581,555 | $ 367,918 |
Ending balance | 492,706 | 349,799 | 581,555 |
Deferred revenue from contracts with customers | |||
Beginning balance | 37,712 | 52,589 | 39,916 |
Ending balance | $ 42,016 | $ 37,712 | $ 52,589 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Contract liabilities, revenue recognized | $ 36.8 | $ 48 | $ 36.8 |
Revenue, remaining performance obligation | $ 96.8 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, period | 5 years |
REVENUE - Revenue From Leases (
REVENUE - Revenue From Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2022 | $ 381,913 |
2023 | 33,074 |
2024 | 15,306 |
2025 | 8,828 |
2026 | 5,752 |
Thereafter | 2,159 |
Total | $ 447,032 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) € in Millions | Oct. 26, 2021USD ($) | Jun. 29, 2021USD ($) | Jun. 29, 2021EUR (€) | Jun. 16, 2021USD ($) | Mar. 04, 2021USD ($) | Feb. 17, 2021USD ($) | Aug. 23, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 01, 2021USD ($) | Aug. 04, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | $ 5,604,953,000 | $ 5,572,286,000 | ||||||||||
Original issue discount | (6,976,000) | (8,296,000) | ||||||||||
Long-term debt fees | (57,077,000) | (57,706,000) | ||||||||||
Less: Current portion | 21,165,000 | 21,396,000 | ||||||||||
Total long-term debt | 5,583,788,000 | 5,550,890,000 | ||||||||||
Repayments of debt | 2,011,042,000 | 74,971,000 | $ 5,716,036,000 | |||||||||
State guaranteed loan year one | 0.50% | 0.50% | ||||||||||
State guaranteed loan year two and three | 1.00% | 1.00% | ||||||||||
State guaranteed loan after year four | 2.00% | 2.00% | ||||||||||
Term Loan Facility | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | 1,955,000,000 | 1,975,000,000 | ||||||||||
Payments of debt | 20,000,000 | |||||||||||
Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | 0 | 130,000,000 | ||||||||||
Repayments of debt | $ 130,000,000 | |||||||||||
Receivables-Based Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | 0 | 0 | ||||||||||
Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | $ 1,250,000,000 | $ 1,250,000,000 | 1,250,000,000 | |||||||||
Interest rate (as a percent) | 5.125% | 5.125% | ||||||||||
Redemption price, percentage | 100.00% | |||||||||||
Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028 | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | $ 1,000,000,000 | 0 | ||||||||||
Aggregate principal amount of notes issued | $ 1,000,000,000 | |||||||||||
Interest rate (as a percent) | 7.75% | 7.75% | ||||||||||
Redemption price, percentage | 100.00% | |||||||||||
Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029 | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | $ 1,050,000,000 | 0 | ||||||||||
Aggregate principal amount of notes issued | $ 1,050,000,000 | |||||||||||
Interest rate (as a percent) | 7.50% | 7.50% | ||||||||||
Redemption price, percentage | 100.00% | |||||||||||
Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024 | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | $ 0 | 1,901,525,000 | ||||||||||
Interest rate (as a percent) | 9.25% | |||||||||||
Partial redemption of senior notes | $ 961,500,000 | $ 940,000,000 | ||||||||||
Redemption price, percentage | 104.625% | |||||||||||
Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025 | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | $ 375,000,000 | 375,000,000 | ||||||||||
Aggregate principal amount of notes issued | $ 375,000,000 | |||||||||||
Interest rate (as a percent) | 6.625% | 6.625% | ||||||||||
Other debt | Unsecured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Total | $ 39,006,000 | $ 6,763,000 | ||||||||||
State Guaranteed Loan | Europe | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate (as a percent) | 0.00% | 0.00% | ||||||||||
State guaranteed loan | $ 34,100,000 | € 30 | ||||||||||
State Guaranteed Loan | Europe | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt term | 1 year | 1 year | ||||||||||
State Guaranteed Loan | Europe | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt term | 6 years | 6 years |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) | Jun. 16, 2021 | Feb. 17, 2021 | Aug. 23, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 01, 2021 | Aug. 04, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Loss on extinguishment of debt | $ 102,757,000 | $ 5,389,000 | $ 101,745,000 | |||||
Debt instrument, covenant, required facility | $ 0 | |||||||
Debt instrument, covenant, letters of credit, minimum | $ 10,000,000 | |||||||
Required minimum cash and line of credit available | 150,000,000 | |||||||
Level 1(1) | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Aggregate market value of debt | $ 5,900,000,000 | 5,600,000,000 | ||||||
Secured Debt | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Net leverage ratio | 760.00% | |||||||
Leverage ratio step down ratio | 710.00% | |||||||
Secured Debt | Senior Secured Credit Facility | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 0 | |||||||
Secured Debt | Federal Funds Rate | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.50% | |||||||
Secured Debt | Eurodollar | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.00% | |||||||
Secured Debt | Term Loan Facility | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 2,000,000,000 | |||||||
Debt instrument original principal amount quarterly amortization percentage | 1.00% | |||||||
Prepayment threshold period | 6 months | |||||||
Secured Debt | Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Interest rate (as a percent) | 5.125% | 5.125% | ||||||
Redemption price, percentage | 100.00% | |||||||
Secured Debt | Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 | Debt Instrument, Redemption, Period One | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Redemption price, percentage | 105.125% | |||||||
Debt instrument redemption percentage allowed | 40.00% | |||||||
Secured Debt | Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 | Debt Instrument, Redemption, Period Two | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Redemption price, percentage | 103.00% | |||||||
Debt instrument redemption percentage allowed | 10.00% | |||||||
Secured Debt | Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Loss on extinguishment of debt | $ 102,800,000 | $ 5,400,000 | ||||||
Interest rate (as a percent) | 6.625% | 6.625% | ||||||
Aggregate principal amount of notes issued | $ 375,000,000 | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 175,000,000 | |||||||
Line of Credit | Receivables-Based Credit Facility | Revolving Credit Facility | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 125,000,000 | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.00% | |||||||
Percentage of eligible accounts receivable | 85.00% | |||||||
Minimum fixed charge coverage ratio required for four consecutive quarters | 1 | |||||||
Line of Credit | Receivables-Based Credit Facility | Federal Funds Rate | Revolving Credit Facility | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.50% | |||||||
Line of Credit | Receivables-Based Credit Facility | Eurodollar | Revolving Credit Facility | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.00% | |||||||
Senior Notes | Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Interest rate (as a percent) | 7.75% | 7.75% | ||||||
Redemption price, percentage | 100.00% | |||||||
Aggregate principal amount of notes issued | $ 1,000,000,000 | |||||||
Senior Notes | Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028 | Debt Instrument, Redemption, Period One | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Redemption price, percentage | 107.75% | |||||||
Debt instrument redemption percentage allowed | 40.00% | |||||||
Senior Notes | Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Interest rate (as a percent) | 7.50% | 7.50% | ||||||
Redemption price, percentage | 100.00% | |||||||
Debt instrument redemption percentage allowed | 40.00% | |||||||
Aggregate principal amount of notes issued | $ 1,050,000,000 | |||||||
Senior Notes | Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029 | Debt Instrument, Redemption, Period One | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Redemption price, percentage | 107.50% | |||||||
Senior Notes | Clear Channel Worldwide Holdings 9.25% Senior Notes Due 2024 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Interest rate (as a percent) | 9.25% | |||||||
Redemption price, percentage | 104.625% |
LONG-TERM DEBT - Schedule of Fu
LONG-TERM DEBT - Schedule of Future Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 21,165 | |
2023 | 21,141 | |
2024 | 20,443 | |
2025 | 395,355 | |
2026 | 1,875,314 | |
Thereafter | 3,335,588 | |
Total | 5,669,006 | |
Original issue discount | 6,976 | $ 8,296 |
Long term debt fees | $ 57,077 | $ 57,706 |
LONG-TERM DEBT - Letters of Cre
LONG-TERM DEBT - Letters of Credit, Surety Bonds and Guarantees (Details) $ in Millions | Dec. 31, 2021USD ($) |
Revolving Credit Facility | |
Guarantor Obligations [Line Items] | |
Letters of credit outstanding | $ 43.2 |
Line of credit, excess availability | 131.8 |
Receivables-Based Credit Facility | Revolving Credit Facility | Line of Credit | |
Guarantor Obligations [Line Items] | |
Letters of credit outstanding | 47.9 |
Line of credit, excess availability | 77.1 |
Surety bonds | |
Guarantor Obligations [Line Items] | |
Outstanding commercial standby letters of credit | 90.7 |
Bank Guarantees | |
Guarantor Obligations [Line Items] | |
Outstanding commercial standby letters of credit | 29.5 |
Bank guarantees backed by cash collateral | |
Guarantor Obligations [Line Items] | |
Outstanding commercial standby letters of credit | $ 8.8 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2021USD ($) | Dec. 31, 2021USD ($)employee | Dec. 31, 2020USD ($) | Apr. 28, 2020 | Dec. 31, 2017USD ($) | |
Non-Cancelable Contracts | |||||
2022 | $ 283,314 | ||||
2023 | 239,571 | ||||
2024 | 211,196 | ||||
2025 | 170,917 | ||||
2026 | 122,085 | ||||
Thereafter | 263,779 | ||||
Total | 1,290,862 | ||||
Capital Expenditure Commitments | |||||
2022 | 48,165 | ||||
2023 | 32,083 | ||||
2024 | 13,398 | ||||
2025 | 8,035 | ||||
2026 | 9,721 | ||||
Thereafter | 31,846 | ||||
Total | $ 143,248 | ||||
Loss Contingencies [Line Items] | |||||
Number of employees convicted | employee | 2 | ||||
Other long-term liabilities | $ 161,097 | $ 198,751 | |||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Clear Media Limited | |||||
Loss Contingencies [Line Items] | |||||
Ownership percentage sold | 50.91% | 50.91% | |||
VAT Obligation | |||||
Loss Contingencies [Line Items] | |||||
Other long-term liabilities | $ 16,900 | ||||
Ministry of Economic Affairs and Finance, Italy | VAT Obligation | |||||
Loss Contingencies [Line Items] | |||||
Income tax examination, estimate of possible loss | $ 21,700 | ||||
Income tax examination, penalties | 8,100 | ||||
Recoverable amount applied | 1,700 | ||||
Negotiated payment amount | $ 5,400 | ||||
Residual amount payment period | 4 years |
INCOME TAXES - Significant Comp
INCOME TAXES - Significant Components of the Provision for Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Current - federal | $ 0 | $ 0 | $ (813) |
Current - foreign | 4,239 | (22,667) | (43,941) |
Current - state | (1,293) | 337 | (3,433) |
Total current benefit (expense) | 2,946 | (22,330) | (48,187) |
Deferred - federal | 25,830 | 62,167 | 3,762 |
Deferred - foreign | 74 | 3,936 | (27,980) |
Deferred - state | 5,678 | 14,233 | 151 |
Total deferred benefit (expense) | 31,582 | 80,336 | (24,067) |
Income tax benefit (expense) | $ (34,528) | $ (58,006) | $ 72,254 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Current tax (benefit) expense | $ (2,946) | $ 22,330 | $ 48,187 |
Deferred tax expense (benefit) | (31,582) | (80,336) | 24,067 |
Total impact after offset of valuation allowance | 46,900 | ||
Income tax expense (benefit) | $ (34,528) | $ (58,006) | $ 72,254 |
Effective tax rate expense (benefit) | 7.40% | 8.80% | (25.00%) |
Unrecognized tax benefits, interest on income taxes accrued | $ 4,600 | $ 6,000 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 29,200 | 39,700 | |
Unrecognized tax benefits | 24,581 | 33,743 | $ 37,334 |
Unrecognized tax benefits net of deferred tax assets | 12,700 | 11,900 | |
Unrecognized tax benefits that, if recognized, would impact the effective income tax rate | 12,100 | 23,400 | |
Other Noncurrent Liabilities | |||
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | 16,000 | 23,800 | |
Accrued Liabilities | |||
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | 4,000 | ||
Clear Media Limited | |||
Operating Loss Carryforwards [Line Items] | |||
Current tax (benefit) expense | $ (2,900) | 23,300 | |
Deferred tax expense (benefit) | 36,400 | ||
Total impact after offset of valuation allowance | 23,600 | ||
Income tax expense (benefit) | $ 59,700 |
INCOME TAXES - Significant Co_2
INCOME TAXES - Significant Components of Deferred Tax Liabilities and Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax liabilities: | ||
Operating lease right-of-use asset | $ 369,676 | $ 370,080 |
Intangibles and fixed assets | 349,924 | 402,675 |
Other | 7,792 | 1,983 |
Total deferred tax liabilities | 727,392 | 774,738 |
Deferred tax assets: | ||
Operating lease liabilities | 376,424 | 376,185 |
Net operating loss carryforwards | 262,190 | 237,066 |
Interest expense carryforwards | 105,808 | 96,563 |
Accrued expenses | 19,437 | 15,190 |
Stock-based compensation expense | 4,717 | 9,478 |
Credit loss provision | 4,512 | 6,000 |
Other | 26,204 | 28,878 |
Total deferred tax assets | 799,292 | 769,360 |
Less: Valuation allowance | 396,479 | 350,891 |
Net deferred tax assets | 402,813 | 418,469 |
Net deferred tax liabilities | 324,579 | $ 356,269 |
U.S. | ||
Deferred tax assets: | ||
Less: Valuation allowance | 45,700 | |
Deferred tax assets for net operating loss carryforwards (tax effected) | 84,300 | |
Offsetting associated valuation allowance | 158,200 | |
Foreign | ||
Deferred tax assets: | ||
Deferred tax assets for net operating loss carryforwards (tax effected) | 177,900 | |
Offsetting associated valuation allowance | $ 238,300 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (321,194) | $ (481,300) | $ (262,201) |
Foreign | (146,454) | (176,932) | (27,322) |
Total loss before income taxes | $ (467,648) | $ (658,232) | $ (289,523) |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Income Tax Computed at the U.S. Federal Statutory Rates to Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amount | |||
Income tax benefit at statutory rates | $ 98,206 | $ 138,229 | $ 60,800 |
State income taxes, net of federal tax effect | 10,088 | 13,812 | 6,937 |
Foreign income taxes | (31,012) | (56,865) | (77,659) |
Nondeductible items | (229) | (1,047) | (760) |
Changes in valuation allowance and other estimates | (45,710) | (39,726) | (58,940) |
Other, net | 3,185 | 3,603 | (2,632) |
Income tax benefit (expense) | $ 34,528 | $ 58,006 | $ (72,254) |
Percent | |||
Income tax benefit at statutory rates | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal tax effect | 2.20% | 2.10% | 2.40% |
Foreign income taxes | (6.60%) | (8.60%) | (26.80%) |
Nondeductible items | (0.00%) | (0.20%) | (0.30%) |
Changes in valuation allowance and other estimates | (9.80%) | (6.00%) | (20.40%) |
Other, net | 0.70% | 0.50% | (0.90%) |
Income tax benefit (expense) | 7.40% | 8.80% | (25.00%) |
INCOME TAXES - Reconciliation_2
INCOME TAXES - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 28, 2020 | |
Unrecognized Tax Benefits | |||
Balance at beginning of period | $ 33,743 | $ 37,334 | |
Increases for tax position taken in the current year | 2,145 | 1,834 | |
Increases for tax positions taken in previous years | 432 | 7,405 | |
Decreases for tax position taken in previous years | (5,595) | (11,612) | |
Decreases due to settlements with tax authorities | (5,166) | 0 | |
Decreases due to lapse of statute of limitations | (978) | (1,218) | |
Balance at end of period | $ 24,581 | 33,743 | |
Income Tax Contingency [Line Items] | |||
Unrecognized tax benefits from disposal of business | $ 8,400 | ||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Clear Media Limited | |||
Income Tax Contingency [Line Items] | |||
Ownership percentage sold | 50.91% | 50.91% |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 462,452 | $ 455,832 | $ 533,392 |
Variable lease expense | $ 120,515 | $ 95,156 | $ 142,064 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease weighted-average remaining lease term (in years) | 10 years 2 months 12 days | 10 years |
Operating lease weighted-average discount rate | 6.48% | 6.63% |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 400,625 |
2023 | 298,977 |
2024 | 232,917 |
2025 | 194,107 |
2026 | 169,287 |
Thereafter | 1,029,830 |
Total lease payments | 2,325,743 |
Less: Effect of discounting | (698,134) |
Total operating lease liability | $ 1,627,609 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Cash paid for amounts included in measurement of operating lease liabilities | $ 490,115 | $ 442,256 | $ 527,812 |
Lease liabilities arising from obtaining right-of-use assets | $ 374,546 | $ 106,324 | $ 2,318,161 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant And Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 2,807,754 | $ 2,815,395 | |
Less: Accumulated depreciation | (1,980,508) | (1,926,571) | |
Property, plant and equipment, net | 827,246 | 888,824 | |
Depreciation expense | 230,700 | 247,500 | $ 287,900 |
Structures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,356,245 | 2,378,124 | |
Furniture and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 251,084 | 244,913 | |
Land, buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 146,064 | 149,992 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 54,361 | $ 42,366 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Intangible Assets [Line Items] | ||
Indefinite-lived permits | $ 717,666 | $ 826,528 |
Gross Carrying Amount | 1,410,597 | 1,533,385 |
Accumulated Amortization | (421,483) | (414,106) |
Transit, street furniture and other outdoor contractual rights | ||
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount | 446,976 | 458,316 |
Accumulated Amortization | (397,778) | (398,186) |
Permanent easements | ||
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount | 161,079 | 162,900 |
Accumulated Amortization | 0 | 0 |
Trademarks | ||
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount | 83,569 | 83,569 |
Accumulated Amortization | (22,560) | (14,229) |
Other | ||
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,307 | 2,072 |
Accumulated Amortization | $ (1,145) | $ (1,691) |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Impairment Charges (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Impairment charges | $ 118,950,000 | $ 150,400,000 | $ 5,300,000 |
Impairment of assets | 0 | 0 | 0 |
Americas | |||
Goodwill [Line Items] | |||
Impairment charges | $ 119,000,000 | $ 140,700,000 | $ 5,300,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 22,500 | $ 22,000 | $ 21,400 |
2022 | 19,310 | ||
2023 | 14,664 | ||
2024 | 14,547 | ||
2025 | 14,433 | ||
2026 | 13,644 | ||
Thereafter | 33,771 | ||
Total | $ 110,369 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | |||
Beginning balance | $ 709,637,000 | $ 704,158,000 | |
Impairment | 0 | (9,746,000) | $ 0 |
Foreign currency | (10,933,000) | 15,225,000 | |
Ending balance | 698,704,000 | 709,637,000 | 704,158,000 |
Americas | |||
Goodwill | |||
Beginning balance | 507,819,000 | 507,819,000 | |
Impairment | 0 | ||
Foreign currency | 0 | 0 | |
Ending balance | 507,819,000 | 507,819,000 | 507,819,000 |
Goodwill, cumulative impairment | 2,600,000,000 | ||
Europe | |||
Goodwill | |||
Beginning balance | 201,818,000 | 185,641,000 | |
Impairment | 0 | ||
Foreign currency | (10,933,000) | 16,177,000 | |
Ending balance | 190,885,000 | 201,818,000 | 185,641,000 |
Goodwill, cumulative impairment | 191,400,000 | ||
Other | |||
Goodwill | |||
Beginning balance | 0 | 10,698,000 | |
Impairment | (9,746,000) | ||
Foreign currency | 0 | (952,000) | |
Ending balance | $ 0 | $ 0 | 10,698,000 |
Goodwill, cumulative impairment | $ 80,700,000 |
INTANGIBLE ASSETS AND GOODWIL_6
INTANGIBLE ASSETS AND GOODWILL - Impairment of Goodwill (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment of goodwill | $ 0 | $ 9,746,000 | $ 0 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis | ||
Beginning balance | $ 46,152 | $ 43,823 |
Additions and adjustments due to changes in estimates | 4,815 | 1,803 |
Accretion of liability | 4,253 | 2,269 |
Liabilities settled | (3,037) | (3,162) |
Foreign currency | (1,802) | 1,419 |
Ending balance | $ 50,381 | $ 46,152 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | Mar. 27, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||
Proceeds from related party debt | $ 115,800 | ||||
Recoverable amount | 149,000 | ||||
Notes payable, related parties | 33,200 | ||||
Corporate expenses | [1] | $ 156,181 | $ 137,297 | 144,341 | |
iHeartCommunications | |||||
Related Party Transaction [Line Items] | |||||
Loss on transaction expense | 5,800 | ||||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Value of related party arrangements | 9,200 | 6,000 | |||
Corporate Services Agreement | iHeartCommunications | |||||
Related Party Transaction [Line Items] | |||||
Corporate expenses | 10,200 | ||||
Transition Services Agreement | iHeartCommunications | |||||
Related Party Transaction [Line Items] | |||||
Corporate expenses | $ 2,800 | $ 8,700 | |||
Old CCOH Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Conversion of stock, shares issued (in shares) | 315,000,000 | ||||
New CCOH Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Conversion of stock, shares issued (in shares) | 325,726,917 | ||||
Shares converted per share (in shares) | 1 | ||||
Chapter 11 Cases | CCH's Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Conversion of stock, shares issued (in shares) | 325,726,917 | ||||
[1] | Excludes depreciation and amortization |
STOCKHOLDERS' DEFICIT - Narrati
STOCKHOLDERS' DEFICIT - Narrative (Details) $ / shares in Units, $ in Thousands | May 19, 2020right | Jul. 30, 2019USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from issuance of common stock | $ | $ 333,400 | $ 0 | $ 0 | $ 333,419 | |
Shares available for future issuance (in shares) | shares | 34,132,684 | ||||
Tax benefit related to share-based compensation expense | $ | $ 4,800 | $ 3,300 | $ 4,100 | ||
Unrecognized compensation cost related to arrangements that will vest based on service conditions | $ | $ 17,100 | ||||
Granted (in shares) | shares | 0 | 0 | |||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.05 | ||||
Common Shares Issued | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of common stock (in shares) | shares | 100,000,000 | 100,000,000 | |||
Mandatorily Redeemable Preferred Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of rights issued per share | right | 1 | ||||
Percentage of common stock acquired for rights to be exercisable (as a percent) | 10.00% | ||||
Shareholder rights plan, term (in days) | 360 days | ||||
Stock options and other | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of options | 5 years | ||||
Term of options granted | 10 years | ||||
Restricted stock units and awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average period over which cost is expected to be recognized (in years) | 3 years | ||||
Vesting period of options | 3 years | ||||
Transfer limitation period | 5 years | ||||
Performance stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of options | 3 years | ||||
Performance stock units | TSR at 30th percentile | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Relative TSR percentage achieved | 50.00% | ||||
Performance stock units | TSR at 90th percentile or higher | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Relative TSR percentage achieved | 150.00% | ||||
Performance stock units | TSR at 60th percentile | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Relative TSR percentage achieved | 100.00% |
STOCKHOLDERS' DEFICIT - Summary
STOCKHOLDERS' DEFICIT - Summary of Share-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 19,398 | $ 13,235 | $ 15,770 |
Restricted stock units and awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 15,364 | 10,819 | 10,380 |
Performance stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 4,007 | 1,897 | 511 |
Stock options and other | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 27 | $ 519 | $ 4,879 |
STOCKHOLDERS' DEFICIT - Summa_2
STOCKHOLDERS' DEFICIT - Summary of Restricted Stock and Restricted Stock Units Outstanding and Activity (Details) - Restricted stock units and awards - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning balance (in shares) | 15,865 | ||
Granted (in shares) | 7,312 | ||
Vested (restriction lapsed) (in shares) | (6,973) | ||
Forfeited (in shares) | (381) | ||
Ending balance (in shares) | 15,823 | 15,865 | |
Price | |||
Beginning balance (in dollars per share) | $ 1.93 | ||
Granted (in dollars per share) | 2.27 | $ 1.04 | $ 2.84 |
Vested (restriction lapsed) (in dollars per share) | 2.24 | ||
Forfeited (in dollars per share) | 2.36 | ||
Ending balance (in dollars per share) | $ 1.95 | $ 1.93 |
STOCKHOLDERS' DEFICIT - Schedul
STOCKHOLDERS' DEFICIT - Schedule Assumptions Used to Calculate Fair Value of PSUs (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 44.00% | ||
Risk-free interest rate | 1.88% | ||
Expected dividend yield | 0.00% | ||
Performance stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 65.80% | 60.90% | 33.30% |
Risk-free interest rate | 0.30% | 0.20% | 1.60% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
STOCKHOLDERS' DEFICIT - Summa_3
STOCKHOLDERS' DEFICIT - Summary of PSUs Outstanding and Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Performance stock units | |||
Number of PSUs | |||
Beginning balance (in shares) | 5,282 | ||
Granted (in shares) | 2,053 | ||
Forfeited (in shares) | (28) | ||
Ending balance (in shares) | 7,307 | 5,282 | |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in dollars per share) | $ 1.39 | ||
Granted (in dollars per share) | 2.55 | $ 1 | $ 2.38 |
Forfeited (in dollars per share) | 2.38 | ||
Ending balance (in dollars per share) | $ 1.71 | $ 1.39 | |
Restricted stock units and awards | |||
Number of PSUs | |||
Beginning balance (in shares) | 15,865 | ||
Granted (in shares) | 7,312 | ||
Forfeited (in shares) | (381) | ||
Ending balance (in shares) | 15,823 | 15,865 | |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in dollars per share) | $ 1.93 | ||
Granted (in dollars per share) | 2.27 | $ 1.04 | $ 2.84 |
Forfeited (in dollars per share) | 2.36 | ||
Ending balance (in dollars per share) | $ 1.95 | $ 1.93 |
STOCKHOLDERS' DEFICIT - Sched_2
STOCKHOLDERS' DEFICIT - Schedule Assumptions Used to Calculate Fair Value of Options (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Expected volatility | 44.00% |
Expected life in years | 5 years 9 months 18 days |
Risk-free interest rate | 1.88% |
Expected dividend yield | 0.00% |
STOCKHOLDERS' DEFICIT - Summa_4
STOCKHOLDERS' DEFICIT - Summary of Stock Options Outstanding and Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options | ||
Beginning balance (in shares) | 4,573 | |
Exercised (in shares) | (23) | |
Expired (in shares) | (502) | |
Other (in shares) | 2 | |
Ending balance (in shares) | 4,050 | 4,573 |
Exercisable (in shares) | 3,965 | |
Expected to vest (in shares) | 85 | |
Price | ||
Beginning balance (in dollars per share) | $ 5.50 | |
Exercised (in dollars per share) | 1.51 | |
Expired (in dollars per share) | 6.04 | |
Other (in dollars per share) | 5.69 | |
Ending balance (in dollars per share) | 5.45 | $ 5.50 |
Exercisable (in dollars per share) | 5.42 | |
Expected to vest (in dollars per share) | $ 6.85 | |
Weighted-Average Remaining Contractual Term | ||
Outstanding | 5 years | 5 years 4 months 24 days |
Exercisable | 5 years | |
Expected to vest | 6 years 3 months 18 days | |
Aggregate Intrinsic Value | ||
Outstanding at beginning of year | $ 3 | |
Outstanding at end of year | 37 | $ 3 |
Exercisable | 37 | |
Expected to vest | $ 0 |
STOCKHOLDERS' DEFICIT - Summa_5
STOCKHOLDERS' DEFICIT - Summary of Unvested Options and Changes (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested, beginning balance (in shares) | 816 | ||
Vested (in shares) | (731) | ||
Unvested, ending balance (in shares) | 85 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested, beginning balance (in dollars per share) | $ 2.33 | ||
Vested (in dollars per share) | 2.05 | ||
Unvested, ending balance (in dollars per share) | $ 4.75 | ||
Total fair value of options vested | $ 1.5 | $ 2.1 | $ 2.3 |
STOCKHOLDERS' DEFICIT - Computa
STOCKHOLDERS' DEFICIT - Computation of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss attributable to the Company – common shares | $ (433,815) | $ (582,739) | $ (363,304) |
Denominator: | |||
Weighted average common shares outstanding - basic (in shares) | 468,491 | 464,522 | 413,087 |
Weighted average common shares outstanding - diluted (in shares) | 468,491 | 464,522 | 413,087 |
Net loss attributable to the Company per share of common stock: | |||
Basic (in dollars per share) | $ (0.93) | $ (1.25) | $ (0.88) |
Diluted (in dollars per share) | $ (0.93) | $ (1.25) | $ (0.88) |
Stock options and restricted shares not included in computation of diluted earnings per share | 26,100 | 16,400 | 10,100 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company matching contributions | $ 2,400,000 | $ 2,500,000 | $ 2,500,000 |
Percent of first pay contributed the company will match (as a percent) | 50.00% | ||
First pay contributed that will be matched (as a percent) | 5.00% | ||
Maximum contribution | $ 5,000 | ||
Accumulated benefit obligation | 184,900,000 | 210,000,000 | |
Increase (decrease) in deferred income tax liabilities | 200,000 | 700,000 | 200,000 |
Contributions by Company | 5,245,000 | 3,154,000 | 4,500,000 |
International | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Company matching contributions | $ 10,100,000 | $ 14,200,000 | $ 13,000,000 |
EMPLOYEE BENEFIT PLANS - Summar
EMPLOYEE BENEFIT PLANS - Summary of Net Periodic Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Service cost | $ 2,135 | $ 3,628 | $ 3,277 |
Interest cost | 2,101 | 2,641 | 3,515 |
Expected return on plan assets | (5,039) | (5,153) | (5,494) |
Amortization of actuarial losses | 923 | 870 | 744 |
Amortization of prior service costs | (4,911) | (301) | (283) |
Settlement loss | 0 | 876 | 835 |
Curtailment gain | (4,049) | 0 | 0 |
Total net periodic pension cost (benefit) | (8,840) | 2,561 | 2,594 |
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of prior service costs | (4,911) | $ (301) | $ (283) |
General and Administrative Expense | |||
Retirement Benefits [Abstract] | |||
Amortization of prior service costs | 4,600 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of prior service costs | $ 4,600 |
EMPLOYEE BENEFIT PLANS - Summ_2
EMPLOYEE BENEFIT PLANS - Summary of Changes in Benefit Obligations and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Projected benefit obligation: | |||
Beginning balance, projected benefit obligation | $ 217,436 | $ 193,688 | |
Service cost | 2,135 | 3,628 | $ 3,277 |
Interest cost | 2,101 | 2,641 | 3,515 |
Contributions by plan participants | 896 | 848 | |
Actuarial loss (gain) | (9,184) | 16,181 | |
Foreign exchange impact | (4,924) | 11,123 | |
Benefits paid | (4,086) | (9,161) | |
Plan amendments during the period | (4,604) | 0 | |
Plan curtailment | (5,968) | 0 | |
Other | 0 | (1,512) | |
Ending balance, projected benefit obligation | 193,802 | 217,436 | 193,688 |
Fair value of plan assets: | |||
Beginning balance, fair value of plan assets | 152,857 | 145,504 | |
Actual return on plan assets | 17,787 | 5,644 | |
Foreign exchange impact | (2,793) | 6,868 | |
Contributions by Company | 5,245 | 3,154 | 4,500 |
Contributions by plan participants | 896 | 848 | |
Benefits paid | (4,086) | (9,161) | |
Ending balance, fair value of plan assets | 169,906 | 152,857 | $ 145,504 |
Under-funded status, net | (23,896) | (64,579) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employee-related liabilities | $ 64,600 | ||
Other Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee-related liabilities | 10,000 | ||
Other Noncurrent Liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee-related liabilities | $ 33,900 |
EMPLOYEE BENEFIT PLANS - Summ_3
EMPLOYEE BENEFIT PLANS - Summary of Amortization of Prior Service Costs and Changes in Pre-tax Net Loss (Gain) Recognized in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward] | |||
Beginning balance, accumulated other comprehensive loss | $ 50,985 | $ 40,360 | $ 38,729 |
Net actuarial loss (gain) arising during the period | (21,932) | 15,690 | 4,301 |
Amortization of net actuarial loss | (923) | (870) | (744) |
Amortization of prior service costs | 4,911 | 301 | 283 |
Plan amendments during the period | (4,604) | 0 | 0 |
Other adjustments | (3,511) | (4,496) | (2,209) |
Ending balance, accumulated other comprehensive loss | 24,926 | 50,985 | 40,360 |
Unrecognized net actuarial loss | 26,729 | 53,163 | 41,733 |
Unrecognized prior service cost | (1,803) | (2,178) | (1,373) |
Total | $ 24,926 | $ 50,985 | $ 40,360 |
EMPLOYEE BENEFIT PLANS - Summ_4
EMPLOYEE BENEFIT PLANS - Summary of Assumptions Used to Measure Net Periodic Cost (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Minimum | |||
Weighted-average assumptions used to measure net periodic pension cost (benefit): | |||
Discount rates | 0.00% | 0.30% | 0.90% |
Expected long-term rates of return on plan assets | 1.50% | 1.50% | 1.00% |
Rates of compensation increase | 0.50% | 0.50% | 1.00% |
Weighted-average assumptions used to measure projected benefit obligation: | |||
Discount rates | 0.20% | 0.00% | 0.30% |
Expected long-term rates of return on plan assets | 1.50% | 1.50% | 1.50% |
Rates of compensation increase | 0.50% | 0.50% | 0.50% |
Maximum | |||
Weighted-average assumptions used to measure net periodic pension cost (benefit): | |||
Discount rates | 1.30% | 2.00% | 2.90% |
Expected long-term rates of return on plan assets | 3.90% | 4.40% | 5.60% |
Rates of compensation increase | 2.30% | 2.30% | 2.30% |
Weighted-average assumptions used to measure projected benefit obligation: | |||
Discount rates | 1.80% | 1.30% | 2.00% |
Expected long-term rates of return on plan assets | 4.00% | 3.90% | 4.40% |
Rates of compensation increase | 2.60% | 2.30% | 2.30% |
EMPLOYEE BENEFIT PLANS - Summ_5
EMPLOYEE BENEFIT PLANS - Summary of Defined-benefit Pension Plans’ Assets and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 169,906 | $ 152,857 | $ 145,504 |
Level 1(1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,517 | 113,487 | |
Level 2(2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 168,389 | 39,370 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Cash and short-term investments | Level 1(1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,517 | 8,899 | |
Cash and short-term investments | Level 2(2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 17,620 | 0 | |
Cash and short-term investments | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Credit instruments | Level 1(1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Credit instruments | Level 2(2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 16,069 | ||
Credit instruments | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Equity securities | Level 1(1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 104,588 | |
Equity securities | Level 2(2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 89,167 | 0 | |
Equity securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Real estate | Level 1(1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Real estate | Level 2(2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8,908 | 8,272 | |
Real estate | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Corporate bonds | Level 1(1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Corporate bonds | Level 2(2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 32,718 | 25,749 | |
Corporate bonds | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Insurance contracts | Level 1(1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Insurance contracts | Level 2(2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 3,907 | 5,349 | |
Insurance contracts | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS - Summ_6
EMPLOYEE BENEFIT PLANS - Summary of Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
2022 | $ 4,561 |
2023 | 3,907 |
2024 | 4,709 |
2025 | 5,988 |
2026 | 5,988 |
2027 - 2031 | $ 33,393 |
MANDATORILY - REDEEMABLE PREF_2
MANDATORILY - REDEEMABLE PREFERRED STOCK (Details) - Series A Preferred Stock $ / shares in Units, $ in Millions | May 01, 2019USD ($)$ / sharesshares |
Class of Stock [Line Items] | |
Preferred stock issued (in shares) | shares | 45,000 |
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 |
Aggregate initial liquidation preference | $ 45 |
Mandatorily redeemable preferred stock | $ 45 |
OTHER INFORMATION - Components
OTHER INFORMATION - Components of Other Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange gain (loss) | $ (3,981) | $ 502 | $ (2,248) |
Equity in earnings of nonconsolidated affiliates | 176 | 697 | 364 |
Other | 5,567 | (1,369) | (13,500) |
Total other income (expense), net | $ 1,762 | $ (170) | $ (15,384) |
OTHER INFORMATION - Schedule of
OTHER INFORMATION - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Income and Expenses [Abstract] | ||
Accrued rent | $ 160,074 | $ 189,509 |
Accrued employee compensation and benefits | 144,802 | 85,927 |
Accrued taxes | 57,764 | 42,453 |
Accrued other | 160,724 | 126,603 |
Accrued expenses | $ 523,364 | $ 444,492 |
SCHEDULE II VALUATION AND QUA_2
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Movement in Valuation Allowances and Reserves | ||||
Total stockholders' equity (deficit) | $ 3,193,970 | $ 2,782,602 | $ 2,054,706 | $ 2,101,652 |
Accumulated Deficit | ||||
Movement in Valuation Allowances and Reserves | ||||
Total stockholders' equity (deficit) | 6,373,349 | 5,939,534 | 5,349,611 | 5,000,920 |
Cumulative Effect, Period of Adoption, Adjustment | ||||
Movement in Valuation Allowances and Reserves | ||||
Total stockholders' equity (deficit) | 7,181 | (14,613) | ||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||
Movement in Valuation Allowances and Reserves | ||||
Total stockholders' equity (deficit) | 7,181 | (14,613) | ||
Allowance for Doubtful Accounts | ||||
Movement in Valuation Allowances and Reserves | ||||
Balance at Beginning of Period | 32,043 | 23,786 | 24,224 | |
Charges to Costs, Expenses and other | (2,727) | 19,390 | 6,223 | |
Write-off of Accounts Receivable | (4,502) | (4,911) | (6,392) | |
Other | (1,042) | (13,403) | (269) | |
Balance at End of Period | $ 23,772 | 32,043 | 23,786 | |
Allowance for Doubtful Accounts | Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||
Movement in Valuation Allowances and Reserves | ||||
Total stockholders' equity (deficit) | $ 0 | $ 7,181 | $ 0 |
SCHEDULE II VALUATION AND QUA_3
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS - Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Movement in Valuation Allowances and Reserves | |||
Deferred tax assets, valuation allowance | $ 396,479 | $ 350,891 | |
Reduction of valuation allowance | $ 124,600 | ||
U.S. | |||
Movement in Valuation Allowances and Reserves | |||
Deferred tax assets, valuation allowance | 45,700 | ||
Deferred Tax Asset Valuation Allowance | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | 350,891 | 292,939 | 316,682 |
Charges to Costs, Expenses and other | 74,837 | 96,422 | 105,935 |
Reversal | 11,966 | 2,091 | 2,443 |
Adjustments | (17,283) | (36,379) | (127,235) |
Balance at End of Period | 396,479 | $ 350,891 | $ 292,939 |
Deferred Tax Asset Valuation Allowance | Foreign | |||
Movement in Valuation Allowances and Reserves | |||
Charges to Costs, Expenses and other | $ 29,100 |
Uncategorized Items - cco-20211
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |