Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | CCO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding (in shares) | 482,843,052 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001334978 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 339,976 | $ 286,781 |
Accounts receivable, net | 523,008 | 619,829 |
Prepaid expenses | 74,072 | 55,371 |
Other current assets | 31,783 | 27,395 |
Assets held for sale | 0 | 131,540 |
Total Current Assets | 968,839 | 1,120,916 |
PROPERTY, PLANT AND EQUIPMENT | ||
Structures, net | 555,423 | 556,312 |
Other property, plant and equipment, net | 214,280 | 231,236 |
INTANGIBLE ASSETS AND GOODWILL | ||
Goodwill | 652,173 | 650,643 |
OTHER ASSETS | ||
Operating lease right-of-use assets | 1,522,402 | 1,479,634 |
Other assets | 75,925 | 73,088 |
Total Assets | 4,948,923 | 5,086,011 |
CURRENT LIABILITIES | ||
Accounts payable | 86,469 | 101,621 |
Accrued expenses | 441,950 | 488,782 |
Current operating lease liabilities | 256,749 | 254,217 |
Accrued interest | 109,762 | 80,133 |
Deferred revenue | 95,204 | 60,408 |
Current portion of long-term debt | 27,002 | 25,218 |
Liabilities held for sale | 0 | 111,161 |
Total Current Liabilities | 1,017,136 | 1,121,540 |
NON-CURRENT LIABILITIES | ||
Long-term debt | 5,564,940 | 5,568,799 |
Non-current operating lease liabilities | 1,310,665 | 1,277,854 |
Deferred tax liabilities, net | 249,051 | 243,668 |
Other long-term liabilities | 140,988 | 136,956 |
Total Liabilities | 8,282,780 | 8,348,817 |
Commitments and Contingencies (Note 5) | ||
STOCKHOLDERS’ DEFICIT | ||
Noncontrolling interests | 12,452 | 12,864 |
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (491,325,901 shares issued as of March 31, 2023; 483,639,206 shares issued as of December 31, 2022) | 4,913 | 4,836 |
Additional paid-in capital | 3,547,471 | 3,543,424 |
Accumulated deficit | (6,504,865) | (6,469,953) |
Accumulated other comprehensive loss | (371,733) | (335,189) |
Treasury stock (9,878,963 shares held as of March 31, 2023; 7,325,251 shares held as of December 31, 2022) | (22,095) | (18,788) |
Total Stockholders' Deficit | (3,333,857) | (3,262,806) |
Total Liabilities and Stockholders' Deficit | 4,948,923 | 5,086,011 |
Permits, net | ||
INTANGIBLE ASSETS AND GOODWILL | ||
Permits and other intangible assets, net | 710,665 | 723,061 |
Other intangible assets, net | ||
INTANGIBLE ASSETS AND GOODWILL | ||
Permits and other intangible assets, net | $ 249,216 | $ 251,121 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 2,350,000,000 | 2,350,000,000 |
Common stock issued (in shares) | 491,325,901 | 483,639,206 |
Treasury stock (in shares) | 9,878,963 | 7,325,251 |
CONSOLIDATED STATEMENTS OF LOSS
CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenue | $ 545,435 | $ 525,688 | |
Operating expenses: | |||
Direct operating expenses | [1] | 344,850 | 321,202 |
Selling, general and administrative expenses | [1] | 118,196 | 108,957 |
Corporate expenses | [1] | 34,541 | 43,645 |
Depreciation and amortization | 72,963 | 60,407 | |
Other operating income, net | (91,276) | (4,911) | |
Operating income (loss) | 66,161 | (3,612) | |
Interest expense, net | (102,753) | (82,798) | |
Other income (expense), net | 9,004 | (5,999) | |
Loss before income taxes | (27,588) | (92,409) | |
Income tax benefit (expense) | (7,834) | 2,680 | |
Consolidated net loss | (35,422) | (89,729) | |
Less amount attributable to noncontrolling interests | (510) | 139 | |
Net loss attributable to the Company | $ (34,912) | $ (89,868) | |
Net loss attributable to the Company per share of common stock - basic (in dollars per share) | $ (0.07) | $ (0.19) | |
Net loss attributable to the Company per share of common stock - diluted (in dollars per share) | $ (0.07) | $ (0.19) | |
[1]Excludes depreciation and amortization |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss attributable to the Company | $ (34,912) | $ (89,868) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (3,680) | 4,265 |
Reclassification adjustment for realized gains from cumulative translation adjustments and pension related to sale of Swiss business, included in “Other operating income, net” | (32,862) | 0 |
Comprehensive loss | (71,454) | (85,603) |
Less amount attributable to noncontrolling interests | 2 | (6) |
Comprehensive loss attributable to the Company | $ (71,456) | $ (85,597) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Non-controlling Interest | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 474,480,862 | ||||||
Beginning balance at Dec. 31, 2021 | $ (3,193,970) | $ 4,745 | $ 11,060 | $ 3,522,367 | $ (6,373,349) | $ (350,950) | $ (7,843) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (89,729) | 139 | (89,868) | ||||
Release of stock awards and exercise of stock options (in shares) | 542,586 | ||||||
Release of stock awards and exercise of stock options | (12) | $ 5 | (5) | (12) | |||
Share-based compensation | 4,714 | 4,714 | |||||
Payments to noncontrolling interests | (199) | (199) | |||||
Other comprehensive income (loss) | 4,265 | (6) | 4,271 | ||||
Disposal of Swiss business | 0 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 475,023,448 | ||||||
Ending balance at Mar. 31, 2022 | $ (3,274,931) | $ 4,750 | 10,994 | 3,527,076 | (6,463,217) | (346,679) | (7,855) |
Beginning balance (in shares) at Dec. 31, 2022 | 483,639,206 | 483,639,206 | |||||
Beginning balance at Dec. 31, 2022 | $ (3,262,806) | $ 4,836 | 12,864 | 3,543,424 | (6,469,953) | (335,189) | (18,788) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (35,422) | (510) | (34,912) | ||||
Release of stock awards and exercise of stock options (in shares) | 7,686,695 | ||||||
Release of stock awards and exercise of stock options | (3,307) | $ 77 | (77) | (3,307) | |||
Share-based compensation | 4,124 | 4,124 | |||||
Payments from noncontrolling interests | 96 | 96 | |||||
Other comprehensive income (loss) | (3,680) | 2 | (3,682) | ||||
Disposal of Swiss business | $ (32,862) | (32,862) | |||||
Ending balance (in shares) at Mar. 31, 2023 | 491,325,901 | 491,325,901 | |||||
Ending balance at Mar. 31, 2023 | $ (3,333,857) | $ 4,913 | $ 12,452 | $ 3,547,471 | $ (6,504,865) | $ (371,733) | $ (22,095) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (35,422) | $ (89,729) |
Reconciling items: | ||
Depreciation and amortization | 72,963 | 60,407 |
Non-cash operating lease expense | 85,152 | 83,594 |
Deferred taxes | 5,412 | (1,749) |
Share-based compensation | 4,124 | 4,714 |
Net gain on disposal of business and operating assets | (96,749) | (11,841) |
Foreign exchange transaction loss (gain) | (9,137) | 6,686 |
Other reconciling items, net | 5,894 | 2,773 |
Changes in operating assets and liabilities, net of effects of disposition: | ||
Decrease in accounts receivable | 110,532 | 109,948 |
Increase in prepaid expenses and other operating assets | (31,266) | (11,042) |
Decrease in accounts payable and accrued expenses | (63,904) | (53,772) |
Decrease in operating lease liabilities | (93,357) | (98,948) |
Increase in accrued interest | 29,711 | 29,106 |
Increase in deferred revenue | 23,599 | 18,705 |
Increase in other operating liabilities | 3,356 | 613 |
Net cash provided by operating activities | 10,908 | 49,465 |
Cash flows from investing activities: | ||
Capital expenditures | (38,427) | (35,809) |
Asset acquisitions | (5,675) | (2,518) |
Net proceeds from disposal of business and assets | 93,523 | 19,359 |
Other investing activities, net | (320) | 154 |
Net cash provided by (used for) investing activities | 49,101 | (18,814) |
Cash flows from financing activities: | ||
Payments on long-term debt | (5,501) | (5,542) |
Taxes paid related to net share settlement of equity awards | (3,307) | (12) |
Other financing activities, net | 96 | (199) |
Net cash used for financing activities | (8,712) | (5,753) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,079 | (2,270) |
Net increase in cash, cash equivalents and restricted cash | 52,376 | 22,628 |
Cash, cash equivalents and restricted cash at beginning of period | 298,682 | 419,971 |
Cash, cash equivalents and restricted cash at end of period | 351,058 | 442,599 |
Supplemental disclosures: | ||
Cash paid for interest | 72,320 | 51,575 |
Cash paid for income taxes, net of refunds | $ 2,122 | $ 774 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Preparation of Interim Financial Statements These consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. and its subsidiaries, as well as entities in which the Company has a controlling financial interest or for which the Company is the primary beneficiary. Intercompany transactions have been eliminated in consolidation. All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. The accompanying consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. Due to seasonality and other factors, the results for the interim periods may not be indicative of results for the full year. The financial statements contained herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on February 28, 2023. The Company’s consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the amounts reported in the consolidated financial statements and accompanying notes. 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. As described in the Company’s 2022 Annual Report on Form 10-K, the Company changed segments during the fourth quarter of 2022 to reflect changes in the way the business is managed and resources are allocated by the Company’s chief operating decision maker (“CODM”). As such, the Company has revised its segment disclosures for prior periods to conform to the current period presentation. Additionally, certain prior period amounts in the Consolidated Statement of Cash Flows have been reclassified to conform to the 2023 presentation. Disposition As disclosed in the Company’s 2022 Annual Report on Form 10-K, in December 2022, Clear Channel International Limited, a wholly-owned subsidiary of the Company, entered into a definitive agreement to sell its business in Switzerland to Goldbach Group AG. As such, assets and liabilities of the Company’s business in Switzerland were presented as held for sale on the Company’s Consolidated Balance Sheet as of December 31, 2022. The conditions to closing were satisfied during the first quarter of 2023, and the sale of the Company’s business in Switzerland was completed on March 31, 2023. The Company recognized a gain on sale of $96.4 million, recorded within “Other operating income, net” on the Consolidated Statement of Loss for the three months ended March 31, 2023. Gross cash proceeds of $94.2 million are reflected as cash from investing activities within “Net proceeds from disposal of business and assets” on the Consolidated Statement of Cash Flows for the three months ended March 31, 2023. |
SEGMENT DATA
SEGMENT DATA | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA The Company has four reportable segments, which it believes best reflect how the Company is currently managed: America, Airports, Europe-North and Europe-South. The Company's remaining operations in Latin America and Singapore are disclosed as “Other.” Segment Adjusted EBITDA is the profitability metric reported to the Company’s CODM for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Segment Adjusted EBITDA is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. Segment information for total assets is not presented as this information is not used by the Company’s CODM in measuring segment performance or allocating resources between segments. The following table presents the Company’s reportable segment results for the three months ended March 31, 2023 and 2022. As described in Note 1, the Company has revised its segment disclosures for the prior period to conform to the current period presentation. (In thousands) Three Months Ended March 31, 2023 2022 Revenue America $ 236,049 $ 239,256 Airports 53,789 55,883 Europe-North 128,503 122,098 Europe-South 108,015 89,550 Other 19,079 18,901 Total $ 545,435 $ 525,688 Capital Expenditures (1) America $ 16,808 $ 14,800 Airports 4,751 3,012 Europe-North 7,066 6,450 Europe-South 5,051 8,623 Other 1,921 1,003 Corporate 2,830 1,921 Total $ 38,427 $ 35,809 Segment Adjusted EBITDA America $ 81,365 $ 100,406 Airports 6,264 9,930 Europe-North 7,172 6,974 Europe-South (12,220) (21,807) Other 369 460 Total $ 82,950 $ 95,963 Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes Segment Adjusted EBITDA $ 82,950 $ 95,963 Less reconciling items: Corporate expenses (2) 34,541 43,645 Depreciation and amortization 72,963 60,407 Restructuring and other costs (3) 561 434 Other operating income, net (91,276) (4,911) Interest expense, net 102,753 82,798 Other expense (income), net (9,004) 5,999 Consolidated net loss before income taxes $ (27,588) $ (92,409) (1) In addition to payments that occurred during the period for capital expenditures, as disclosed here and in the Consolidated Statements of Cash Flows, the Company had $18.0 million and $16.6 million of accrued capital expenditures that remained unpaid as of March 31, 2023 and 2022, respectively. (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 within the Corporate expenses line item. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company generates revenue primarily from the sale of advertising space on printed and digital out-of-home advertising displays. Certain of these revenue transactions are considered leases for accounting purposes as the contracts convey to customers the right to control the use of the Company’s advertising displays for a period of time. The Company accounts for revenue from leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, while the Company’s remaining revenue transactions are accounted for as revenue from contracts with customers in accordance with ASC Topic 606. Disaggregation of Revenue The following table shows revenue from contracts with customers, revenue from leases and total revenue, disaggregated by geography, for the three months ended March 31, 2023 and 2022: (In thousands) Revenue from contracts with customers Revenue from leases Total revenue Three Months Ended March 31, 2023 U.S. (1) $ 144,557 $ 145,281 $ 289,838 Europe (2) 219,034 17,484 236,518 Other (3) 13,413 5,666 19,079 Total $ 377,004 $ 168,431 $ 545,435 Three Months Ended March 31, 2022 U.S. (1) $ 147,880 $ 147,259 $ 295,139 Europe (2) 194,100 17,548 211,648 Other (3) 13,398 5,503 18,901 Total $ 355,378 $ 170,310 $ 525,688 (1) U.S. revenue, which also includes revenue derived from airport displays in the Caribbean, is comprised of revenue from the Company’s America and Airports segments. (2) Europe revenue is comprised of revenue from the Company’s Europe-North and Europe-South segments. (3) Other includes the Company’s businesses in Latin America and Singapore. Revenue from Contracts with Customers The following tables show the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers: Three Months Ended March 31, (In thousands) 2023 (1) 2022 Accounts receivable, net of allowance, from contracts with customers: Beginning balance $ 480,016 $ 492,706 Ending balance 392,838 390,049 Deferred revenue from contracts with customers: Beginning balance $ 32,369 $ 42,016 Ending balance 54,521 56,955 (1) The beginning balances for the three months ended March 31, 2023 exclude accounts receivable and deferred revenue from contracts with customers that were held for sale as of December 31, 2022. During the three months ended March 31, 2023 and 2022, respectively, the Company recognized $26.0 million and $32.3 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the respective year. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt outstanding as of March 31, 2023 and December 31, 2022 consisted of the following: (In thousands) March 31, December 31, Term Loan Facility Due 2026 (1),(2) $ 1,930,000 $ 1,935,000 Revolving Credit Facility Due 2024 — — Receivables-Based Credit Facility Due 2024 — — 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 1,000,000 1,000,000 Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029 1,050,000 1,050,000 Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025 375,000 375,000 Other debt (3) 36,844 36,798 Original issue discount (5,242) (5,596) Long-term debt fees (44,660) (47,185) Total debt 5,591,942 5,594,017 Less: Current portion 27,002 25,218 Total long-term debt $ 5,564,940 $ 5,568,799 (1) 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. In accordance with these terms, the Company paid $5.0 million of the outstanding principal on the Term Loan Facility during the three months ended March 31, 2023. (2) On February 20, 2023, the Senior Secured Credit Agreement was amended to establish Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined therein) as the alternate rate of interest applicable to the Company’s Term Loan Facility in connection with the cessation of London Interbank Offered Rate (“LIBOR”). Please refer to the Company’s 2022 Annual Report on Form 10-K for additional details regarding this amendment. (3) Other debt includes finance leases and various borrowings utilized for general operating purposes, including a state-guaranteed loan with a third-party lender of €30.0 million, or approximately $32.5 million at current exchange rates. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $4.8 billion and $4.7 billion as of March 31, 2023 and December 31, 2022, respectively. Under the fair value hierarchy established by ASC Section 820-10-35, the inputs used to determine the market value of the Company’s debt are classified as Level 1. As of March 31, 2023, the Company was in compliance with all covenants contained in its debt agreements. Letters of Credit, Surety Bonds and Guarantees As of March 31, 2023, 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, and $43.1 million of letters of credit outstanding under its Receivables-Based Credit Facility, resulting in $73.5 million of excess availability. Additionally, as of March 31, 2023, the Company had $86.0 million and $32.1 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by $9.0 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 | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations. Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial disputes, employment and benefits related claims, land use and zoning disputes, governmental fines, intellectual property claims and tax disputes. China Investigation Two former employees of Clear Media Limited (“Clear Media”), a former indirect, non-wholly-owned subsidiary of the Company, 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. The Company advised both the SEC and the U.S. Department of Justice (the “DOJ”) of the investigation of Clear Media and continues to cooperate with these agencies. Subsequent to the announcement that the Company was considering a strategic review of its stake in Clear Media, in March 2020, the Company 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 Global Limited, 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. The SEC and DOJ 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. As previously disclosed, the Company is meeting with these agencies to engage in discussions about potential resolution of these matters, including potential settlement. Based on the discussions to date, the Company recorded an estimated liability during the first quarter of 2022 to account for a potential resolution of these matters. However, at this time, the Company cannot predict the eventual scope, duration or outcome of these discussions, including whether a settlement will be reached, the amount of any potential monetary payments or the scope of injunctive or other relief, the results of which may be materially adverse to the Company, its financial condition and its results of operations. At this time, the Company is unable to reasonably estimate, or provide any assurance regarding, the amount of any potential loss in excess of the amount accrued relating to this investigation. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income Tax Benefit (Expense) The Company’s income tax benefit (expense) for the three months ended March 31, 2023 and 2022 consisted of the following components: (In thousands) Three Months Ended March 31, 2023 2022 Current tax benefit (expense) $ (2,422) $ 931 Deferred tax benefit (expense) (5,412) 1,749 Income tax benefit (expense) $ (7,834) $ 2,680 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022: (In thousands) March 31, December 31, Structures $ 2,341,336 $ 2,317,552 Furniture and other equipment 250,153 244,154 Land, buildings and improvements 153,014 154,439 Construction in progress 64,304 80,567 Property, plant and equipment, gross 2,808,807 2,796,712 Less: Accumulated depreciation (2,039,104) (2,009,164) Property, plant and equipment, net $ 769,703 $ 787,548 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022: (In thousands) March 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Permits (1) $ 742,732 $ (32,067) $ 739,119 $ (16,058) Transit, street furniture and other outdoor contractual rights 422,386 (386,610) 420,838 (383,184) Permanent easements (1) 162,759 — 160,688 — Trademarks 83,569 (32,971) 83,569 (30,889) Other 1,384 (1,301) 1,302 (1,203) Total intangible assets $ 1,412,830 $ (452,949) $ 1,405,516 $ (431,334) (1) During the three months ended March 31, 2023, the Company acquired permits and permanent easements of $3.5 million and $2.1 million, respectively, as part of asset acquisitions. The acquired permit has an amortization period of 16 years. Goodwill The following table presents changes in the goodwill balance for the Company’s segments with goodwill during the three months ended March 31, 2023: (In thousands) America Airports Europe-North Consolidated Balance as of December 31, 2022 (1) $ 482,937 $ 24,882 $ 142,824 $ 650,643 Foreign currency impact — — 1,530 1,530 Balance as of March 31, 2023 $ 482,937 $ 24,882 $ 144,354 $ 652,173 (1) The balance at December 31, 2022 is net of cumulative impairments of $2.6 billion for America, $79.4 million for Europe-North, $128.9 million for Europe-South and $90.4 million for Other. |
COST-SAVINGS INITIATIVES
COST-SAVINGS INITIATIVES | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
COST-SAVINGS INITIATIVES | COST-SAVINGS INITIATIVES Restructuring Plan to Reduce Headcount During 2020, the Company committed to a restructuring plan to reduce headcount in its Europe business, which was executed through the fourth quarter of 2021 when the impacted employees were terminated. Since then, any additional costs incurred, or in some cases reversed, related to residual restructuring activity in the Company’s Europe-South segment. As of March 31, 2023, the Company had incurred cumulative costs of $37.4 million in its Europe-South segment in connection with this restructuring plan. Substantially all costs have been severance benefits and related costs, and remaining costs associated with this restructuring plan are not expected to be significant. As of March 31, 2023, the remaining liability related to this restructuring plan was $5.7 million. The Company expects to pay most of this balance by the end of 2023. The following table presents changes in this liability balance during the three months ended March 31, 2023: (In thousands) Europe-South Liability balance as of December 31, 2022 $ 7,203 Costs incurred, net (1) 157 Costs paid or otherwise settled (1,745) Foreign currency impact 90 Liability balance as of March 31, 2023 $ 5,705 (1) Costs are reported in “Direct operating expenses” and “Selling, general and administrative expenses” on the Consolidated Statements of Loss. They are categorized as Restructuring and other costs and are therefore excluded from Segment Adjusted EBITDA. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table presents the computation of net loss per share for the three months ended March 31, 2023 and 2022: (In thousands, except per share data) Three Months Ended 2023 2022 Numerator: Net loss attributable to the Company – common shares $ (34,912) $ (89,868) Denominator: Weighted average common shares outstanding – basic 478,501 470,568 Weighted average common shares outstanding – diluted 478,501 470,568 Net loss attributable to the Company per share of common stock: Basic $ (0.07) $ (0.19) Diluted $ (0.07) $ (0.19) Outstanding equity awards of 19.2 million and 27.6 million for the three months ended March 31, 2023 and 2022, respectively, were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive. |
OTHER INFORMATION
OTHER INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INFORMATION | OTHER INFORMATION Reconciliation of Cash, Cash Equivalents and Restricted Cash The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to the cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows: (In thousands) March 31, December 31, Cash and cash equivalents in the Balance Sheets $ 339,976 $ 286,781 Cash and cash equivalents included in Assets held for sale — 569 Restricted cash included in: Other current assets 2,764 2,763 Assets held for sale — 512 Other assets 8,318 8,057 Total cash, cash equivalents and restricted cash in the Statements of Cash Flows $ 351,058 $ 298,682 Accounts Receivable The following table discloses the components of “Accounts receivable, net,” as reported in the Consolidated Balance Sheets: (In thousands) March 31, December 31, Accounts receivable $ 547,582 $ 642,390 Less: Allowance for credit losses (24,574) (22,561) Accounts receivable, net $ 523,008 $ 619,829 Credit loss expense related to accounts receivable was $2.7 million and $0.3 million during the three months ended March 31, 2023 and 2022, respectively. The increase was driven by specific reserves for certain customers. Share-Based Compensation On May 2, 2023, the Compensation Committee of the Company’s Board of Directors approved grants of 15.0 million restricted stock units (“RSUs”) and 3.4 million performance stock units (“PSUs”) to certain of its employees. • The RSUs generally vest in three equal annual installments on each of April 1, 2024, April 1, 2025 and April 1, 2026, provided that the recipient is still employed by, or providing services to, the Company on each such vesting date. • The PSUs 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 performance period commencing on April 1, 2023 and ending on March 31, 2026 (the “Performance Period”). If the Company achieves Relative TSR at the 75 th percentile or higher, the PSUs will be earned at 150% of the target number of shares; if the Company achieves Relative TSR at the 50 th percentile, the PSUs will be earned at 100% of the target number of shares; if the Company achieves Relative TSR at the 25 th percentile, the PSUs will be earned at 50% of the target number of shares; and if the Company achieves Relative TSR below the 25 th percentile, no PSUs will be earned. To the extent Relative TSR is between achievement levels, the portion of the PSUs that is earned will be determined using straight-line interpolation. Notwithstanding the foregoing, to the extent the Company’s absolute total shareholder return over the Performance Period is less than 0%, the maximum payout shall not be greater than 100% of the target number of shares. The PSUs are considered market-condition awards pursuant to ASC Topic 260, Earnings Per Share . Other Comprehensive Income (Loss) There were no significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive income (loss) during the three months ended March 31, 2023 and 2022. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Preparation of Interim Financial Statements | These consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. and its subsidiaries, as well as entities in which the Company has a controlling financial interest or for which the Company is the primary beneficiary. Intercompany transactions have been eliminated in consolidation. All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. The accompanying consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. Due to seasonality and other factors, the results for the interim periods may not be indicative of results for the full year. The financial statements contained herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on February 28, 2023. |
Use of Estimates | The Company’s consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the amounts reported in the consolidated financial statements and accompanying notes. 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. As described in the Company’s 2022 Annual Report on Form 10-K, the Company changed segments during the fourth quarter of 2022 to reflect changes in the way the business is managed and resources are allocated by the Company’s chief operating decision maker (“CODM”). As such, the Company has revised its segment disclosures for prior periods to conform to the current period presentation. Additionally, certain prior period amounts in the Consolidated Statement of Cash Flows have been reclassified to conform to the 2023 presentation. |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Results | The following table presents the Company’s reportable segment results for the three months ended March 31, 2023 and 2022. As described in Note 1, the Company has revised its segment disclosures for the prior period to conform to the current period presentation. (In thousands) Three Months Ended March 31, 2023 2022 Revenue America $ 236,049 $ 239,256 Airports 53,789 55,883 Europe-North 128,503 122,098 Europe-South 108,015 89,550 Other 19,079 18,901 Total $ 545,435 $ 525,688 Capital Expenditures (1) America $ 16,808 $ 14,800 Airports 4,751 3,012 Europe-North 7,066 6,450 Europe-South 5,051 8,623 Other 1,921 1,003 Corporate 2,830 1,921 Total $ 38,427 $ 35,809 Segment Adjusted EBITDA America $ 81,365 $ 100,406 Airports 6,264 9,930 Europe-North 7,172 6,974 Europe-South (12,220) (21,807) Other 369 460 Total $ 82,950 $ 95,963 Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes Segment Adjusted EBITDA $ 82,950 $ 95,963 Less reconciling items: Corporate expenses (2) 34,541 43,645 Depreciation and amortization 72,963 60,407 Restructuring and other costs (3) 561 434 Other operating income, net (91,276) (4,911) Interest expense, net 102,753 82,798 Other expense (income), net (9,004) 5,999 Consolidated net loss before income taxes $ (27,588) $ (92,409) (1) In addition to payments that occurred during the period for capital expenditures, as disclosed here and in the Consolidated Statements of Cash Flows, the Company had $18.0 million and $16.6 million of accrued capital expenditures that remained unpaid as of March 31, 2023 and 2022, respectively. (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 within the Corporate expenses line item. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table shows revenue from contracts with customers, revenue from leases and total revenue, disaggregated by geography, for the three months ended March 31, 2023 and 2022: (In thousands) Revenue from contracts with customers Revenue from leases Total revenue Three Months Ended March 31, 2023 U.S. (1) $ 144,557 $ 145,281 $ 289,838 Europe (2) 219,034 17,484 236,518 Other (3) 13,413 5,666 19,079 Total $ 377,004 $ 168,431 $ 545,435 Three Months Ended March 31, 2022 U.S. (1) $ 147,880 $ 147,259 $ 295,139 Europe (2) 194,100 17,548 211,648 Other (3) 13,398 5,503 18,901 Total $ 355,378 $ 170,310 $ 525,688 (1) U.S. revenue, which also includes revenue derived from airport displays in the Caribbean, is comprised of revenue from the Company’s America and Airports segments. (2) Europe revenue is comprised of revenue from the Company’s Europe-North and Europe-South segments. (3) Other includes the Company’s businesses in Latin America and Singapore. |
Schedule of Contract with Customer | The following tables show the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers: Three Months Ended March 31, (In thousands) 2023 (1) 2022 Accounts receivable, net of allowance, from contracts with customers: Beginning balance $ 480,016 $ 492,706 Ending balance 392,838 390,049 Deferred revenue from contracts with customers: Beginning balance $ 32,369 $ 42,016 Ending balance 54,521 56,955 (1) The beginning balances for the three months ended March 31, 2023 exclude accounts receivable and deferred revenue from contracts with customers that were held for sale as of December 31, 2022. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Outstanding | Long-term debt outstanding as of March 31, 2023 and December 31, 2022 consisted of the following: (In thousands) March 31, December 31, Term Loan Facility Due 2026 (1),(2) $ 1,930,000 $ 1,935,000 Revolving Credit Facility Due 2024 — — Receivables-Based Credit Facility Due 2024 — — 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 1,000,000 1,000,000 Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029 1,050,000 1,050,000 Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025 375,000 375,000 Other debt (3) 36,844 36,798 Original issue discount (5,242) (5,596) Long-term debt fees (44,660) (47,185) Total debt 5,591,942 5,594,017 Less: Current portion 27,002 25,218 Total long-term debt $ 5,564,940 $ 5,568,799 (1) 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. In accordance with these terms, the Company paid $5.0 million of the outstanding principal on the Term Loan Facility during the three months ended March 31, 2023. (2) On February 20, 2023, the Senior Secured Credit Agreement was amended to establish Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined therein) as the alternate rate of interest applicable to the Company’s Term Loan Facility in connection with the cessation of London Interbank Offered Rate (“LIBOR”). Please refer to the Company’s 2022 Annual Report on Form 10-K for additional details regarding this amendment. (3) Other debt includes finance leases and various borrowings utilized for general operating purposes, including a state-guaranteed loan with a third-party lender of €30.0 million, or approximately $32.5 million at current exchange rates. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit (Expense) | The Company’s income tax benefit (expense) for the three months ended March 31, 2023 and 2022 consisted of the following components: (In thousands) Three Months Ended March 31, 2023 2022 Current tax benefit (expense) $ (2,422) $ 931 Deferred tax benefit (expense) (5,412) 1,749 Income tax benefit (expense) $ (7,834) $ 2,680 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022: (In thousands) March 31, December 31, Structures $ 2,341,336 $ 2,317,552 Furniture and other equipment 250,153 244,154 Land, buildings and improvements 153,014 154,439 Construction in progress 64,304 80,567 Property, plant and equipment, gross 2,808,807 2,796,712 Less: Accumulated depreciation (2,039,104) (2,009,164) Property, plant and equipment, net $ 769,703 $ 787,548 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022: (In thousands) March 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Permits (1) $ 742,732 $ (32,067) $ 739,119 $ (16,058) Transit, street furniture and other outdoor contractual rights 422,386 (386,610) 420,838 (383,184) Permanent easements (1) 162,759 — 160,688 — Trademarks 83,569 (32,971) 83,569 (30,889) Other 1,384 (1,301) 1,302 (1,203) Total intangible assets $ 1,412,830 $ (452,949) $ 1,405,516 $ (431,334) (1) During the three months ended March 31, 2023, the Company acquired permits and permanent easements of $3.5 million and $2.1 million, respectively, as part of asset acquisitions. The acquired permit has an amortization period of 16 years. |
Schedule of Goodwill | The following table presents changes in the goodwill balance for the Company’s segments with goodwill during the three months ended March 31, 2023: (In thousands) America Airports Europe-North Consolidated Balance as of December 31, 2022 (1) $ 482,937 $ 24,882 $ 142,824 $ 650,643 Foreign currency impact — — 1,530 1,530 Balance as of March 31, 2023 $ 482,937 $ 24,882 $ 144,354 $ 652,173 (1) The balance at December 31, 2022 is net of cumulative impairments of $2.6 billion for America, $79.4 million for Europe-North, $128.9 million for Europe-South and $90.4 million for Other. |
COST-SAVINGS INITIATIVES (Table
COST-SAVINGS INITIATIVES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table presents changes in this liability balance during the three months ended March 31, 2023: (In thousands) Europe-South Liability balance as of December 31, 2022 $ 7,203 Costs incurred, net (1) 157 Costs paid or otherwise settled (1,745) Foreign currency impact 90 Liability balance as of March 31, 2023 $ 5,705 (1) Costs are reported in “Direct operating expenses” and “Selling, general and administrative expenses” on the Consolidated Statements of Loss. They are categorized as Restructuring and other costs and are therefore excluded from Segment Adjusted EBITDA. |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Computation of Earnings Per Share | The following table presents the computation of net loss per share for the three months ended March 31, 2023 and 2022: (In thousands, except per share data) Three Months Ended 2023 2022 Numerator: Net loss attributable to the Company – common shares $ (34,912) $ (89,868) Denominator: Weighted average common shares outstanding – basic 478,501 470,568 Weighted average common shares outstanding – diluted 478,501 470,568 Net loss attributable to the Company per share of common stock: Basic $ (0.07) $ (0.19) Diluted $ (0.07) $ (0.19) |
OTHER INFORMATION (Tables)
OTHER INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents | The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to the cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows: (In thousands) March 31, December 31, Cash and cash equivalents in the Balance Sheets $ 339,976 $ 286,781 Cash and cash equivalents included in Assets held for sale — 569 Restricted cash included in: Other current assets 2,764 2,763 Assets held for sale — 512 Other assets 8,318 8,057 Total cash, cash equivalents and restricted cash in the Statements of Cash Flows $ 351,058 $ 298,682 |
Schedule of Accounts Receivable and Allowance for Credit Losses | The following table discloses the components of “Accounts receivable, net,” as reported in the Consolidated Balance Sheets: (In thousands) March 31, December 31, Accounts receivable $ 547,582 $ 642,390 Less: Allowance for credit losses (24,574) (22,561) Accounts receivable, net $ 523,008 $ 619,829 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Goldbach Group AG $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Gain on sale of Swiss business | $ 96.4 |
Proceeds from sale of business | $ 94.2 |
SEGMENT DATA - Schedule of Repo
SEGMENT DATA - Schedule of Reportable Segment Results (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | ||
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 4 | ||
Segment Reporting Information [Line Items] | |||
Revenue | $ 545,435 | $ 525,688 | |
Capital Expenditures | 38,427 | 35,809 | |
Segment Adjusted EBITDA | 82,950 | 95,963 | |
Corporate expenses | [1] | 34,541 | 43,645 |
Depreciation and amortization | 72,963 | 60,407 | |
Restructuring and other costs | 561 | 434 | |
Other operating income, net | (91,276) | (4,911) | |
Interest expense, net | 102,753 | 82,798 | |
Other expense (income), net | (9,004) | 5,999 | |
Consolidated net loss before income taxes | (27,588) | (92,409) | |
Accrued capital expenditures | 18,000 | 16,600 | |
Operating segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 545,435 | 525,688 | |
Segment Adjusted EBITDA | 82,950 | 95,963 | |
Operating segments | America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 236,049 | 239,256 | |
Capital Expenditures | 16,808 | 14,800 | |
Segment Adjusted EBITDA | 81,365 | 100,406 | |
Operating segments | Airports | |||
Segment Reporting Information [Line Items] | |||
Revenue | 53,789 | 55,883 | |
Capital Expenditures | 4,751 | 3,012 | |
Segment Adjusted EBITDA | 6,264 | 9,930 | |
Operating segments | Europe-North | |||
Segment Reporting Information [Line Items] | |||
Revenue | 128,503 | 122,098 | |
Capital Expenditures | 7,066 | 6,450 | |
Segment Adjusted EBITDA | 7,172 | 6,974 | |
Operating segments | Europe-South | |||
Segment Reporting Information [Line Items] | |||
Revenue | 108,015 | 89,550 | |
Capital Expenditures | 5,051 | 8,623 | |
Segment Adjusted EBITDA | (12,220) | (21,807) | |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 19,079 | 18,901 | |
Capital Expenditures | 1,921 | 1,003 | |
Segment Adjusted EBITDA | 369 | 460 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Capital Expenditures | 2,830 | 1,921 | |
Corporate expenses | $ 34,541 | $ 43,645 | |
[1]Excludes depreciation and amortization |
REVENUE - Revenue By Segment an
REVENUE - Revenue By Segment and Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 377,004 | $ 355,378 |
Revenue from leases | $ 168,431 | $ 170,310 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenue | Revenue |
Revenue | $ 545,435 | $ 525,688 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 144,557 | 147,880 |
Revenue from leases | 145,281 | 147,259 |
Revenue | 289,838 | 295,139 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 219,034 | 194,100 |
Revenue from leases | 17,484 | 17,548 |
Revenue | 236,518 | 211,648 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 13,413 | 13,398 |
Revenue from leases | 5,666 | 5,503 |
Revenue | $ 19,079 | $ 18,901 |
REVENUE - Schedule of Contract
REVENUE - Schedule of Contract with Customer (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Accounts receivable, net of allowance, from contracts with customers: | |||
Beginning balance | $ 480,016 | $ 390,049 | $ 492,706 |
Ending balance | 392,838 | 480,016 | 390,049 |
Deferred revenue from contracts with customers: | |||
Beginning balance | 32,369 | 56,955 | 42,016 |
Ending balance | $ 54,521 | $ 32,369 | $ 56,955 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract liabilities, revenue recognized | $ 26 | $ 32.3 |
Revenue, remaining performance obligation | $ 83.6 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period | 5 years |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt Outstanding (Details) $ in Thousands, € in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Total debt | $ 5,591,942 | $ 5,594,017 | |
Original issue discount | (5,242) | (5,596) | |
Long-term debt fees | (44,660) | (47,185) | |
Less: Current portion | 27,002 | 25,218 | |
Total long-term debt | 5,564,940 | 5,568,799 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 0 | |
Receivables-Based Credit Facility Due 2024 | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 0 | |
State Guaranteed Loan | Europe | |||
Debt Instrument [Line Items] | |||
Unsecured loan received, COVID-19 | 32,500 | € 30 | |
Secured Debt | Term Loan Facility Due 2026 | |||
Debt Instrument [Line Items] | |||
Total debt | $ 1,930,000 | 1,935,000 | |
Debt instrument original principal amount quarterly amortization percentage | 1% | 1% | |
Payments of debt | $ 5,000 | ||
Secured Debt | Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027 | |||
Debt Instrument [Line Items] | |||
Total debt | $ 1,250,000 | 1,250,000 | |
Stated interest rate (as a percent) | 5.125% | ||
Secured Debt | Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025 | |||
Debt Instrument [Line Items] | |||
Total debt | $ 375,000 | 375,000 | |
Stated interest rate (as a percent) | 6.625% | ||
Senior Notes | Clear Channel Outdoor Holdings 7.75% Senior Notes Due 2028 | |||
Debt Instrument [Line Items] | |||
Total debt | $ 1,000,000 | 1,000,000 | |
Stated interest rate (as a percent) | 7.75% | ||
Senior Notes | Clear Channel Outdoor Holdings 7.5% Senior Notes Due 2029 | |||
Debt Instrument [Line Items] | |||
Total debt | $ 1,050,000 | 1,050,000 | |
Stated interest rate (as a percent) | 7.50% | ||
Unsecured Debt | Other debt | |||
Debt Instrument [Line Items] | |||
Total debt | $ 36,844 | $ 36,798 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Surety bonds | ||
Guarantor Obligations [Line Items] | ||
Guarantee obligations | $ 86 | |
Bank Guarantees | ||
Guarantor Obligations [Line Items] | ||
Guarantee obligations | 32.1 | |
Bank guarantees backed by cash collateral | ||
Guarantor Obligations [Line Items] | ||
Guarantee obligations | 9 | |
Revolving Credit Facility | ||
Guarantor Obligations [Line Items] | ||
Letters of credit outstanding | 43.2 | |
Excess borrowing capacity | 131.8 | |
Receivables-Based Credit Facility Due 2024 | Revolving Credit Facility | Line of Credit | ||
Guarantor Obligations [Line Items] | ||
Letters of credit outstanding | 43.1 | |
Excess borrowing capacity | 73.5 | |
Level 1 | ||
Guarantor Obligations [Line Items] | ||
Aggregate market value of debt | $ 4,800 | $ 4,700 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - employee | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2020 | |
Income Tax Examination [Line Items] | ||
Number of employees convicted | 2 | |
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Clear Media Limited | ||
Income Tax Examination [Line Items] | ||
Ownership percentage sold | 50.91% |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current tax benefit (expense) | $ (2,422) | $ 931 |
Deferred tax benefit (expense) | (5,412) | 1,749 |
Income tax benefit (expense) | $ (7,834) | $ 2,680 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (as a percent) | (28.40%) | 2.90% |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule Of Property, Plant And Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,808,807 | $ 2,796,712 |
Less: Accumulated depreciation | (2,039,104) | (2,009,164) |
Property, plant and equipment, net | 769,703 | 787,548 |
Structures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,341,336 | 2,317,552 |
Furniture and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 250,153 | 244,154 |
Land, buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 153,014 | 154,439 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 64,304 | $ 80,567 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (452,949) | $ (431,334) |
Total intangible assets | 1,412,830 | 1,405,516 |
Permanent easements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Indefinite-lived | 162,759 | 160,688 |
Indefinite-lived intangible assets acquired | 2,100 | |
Permits, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived | 742,732 | 739,119 |
Accumulated Amortization | (32,067) | (16,058) |
Finite-lived intangible assets acquired | $ 3,500 | |
Useful life of intangibles (in years) | 16 years | |
Transit, street furniture and other outdoor contractual rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived | $ 422,386 | 420,838 |
Accumulated Amortization | (386,610) | (383,184) |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived | 83,569 | 83,569 |
Accumulated Amortization | (32,971) | (30,889) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived | 1,384 | 1,302 |
Accumulated Amortization | (1,301) | (1,203) |
Permanent easements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 0 | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill | ||
Beginning balance | $ 650,643 | |
Foreign currency impact | 1,530 | |
Ending balance | 652,173 | |
America | ||
Goodwill | ||
Beginning balance | 482,937 | |
Foreign currency impact | 0 | |
Ending balance | 482,937 | |
Goodwill, cumulative impairment | $ 2,600,000 | |
Airports | ||
Goodwill | ||
Beginning balance | 24,882 | |
Foreign currency impact | 0 | |
Ending balance | 24,882 | |
Europe-North | ||
Goodwill | ||
Beginning balance | 142,824 | |
Foreign currency impact | 1,530 | |
Ending balance | $ 144,354 | |
Goodwill, cumulative impairment | 79,400 | |
Europe-South | ||
Goodwill | ||
Goodwill, cumulative impairment | 128,900 | |
Other | ||
Goodwill | ||
Goodwill, cumulative impairment | $ 90,400 |
COST-SAVINGS INITIATIVES - Narr
COST-SAVINGS INITIATIVES - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Europe-South | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | $ 5,705 | $ 7,203 |
Restructuring Plan to Reduce Headcount | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | 5,700 | |
Restructuring Plan to Reduce Headcount | Europe-South | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs incurred | $ 37,400 |
COST-SAVINGS INITIATIVES - Chan
COST-SAVINGS INITIATIVES - Change in Liability (Details) - Europe-South $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 7,203 |
Costs incurred, net | 157 |
Costs paid or otherwise settled | (1,745) |
Foreign currency impact | 90 |
Ending balance | $ 5,705 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss attributable to the Company – common shares | $ (34,912) | $ (89,868) |
Denominator: | ||
Weighted average common shares outstanding - basic (in shares) | 478,501 | 470,568 |
Weighted average common shares outstanding - diluted (in shares) | 478,501 | 470,568 |
Net loss attributable to the Company per share of common stock: | ||
Basic (in dollars per share) | $ (0.07) | $ (0.19) |
Diluted (in dollars per share) | $ (0.07) | $ (0.19) |
Outstanding equity awards not included in computation of diluted earnings per share (in shares) | 19,200 | 27,600 |
OTHER INFORMATION - Schedule of
OTHER INFORMATION - Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Other Income and Expenses [Abstract] | ||||
Cash and cash equivalents in the Balance Sheets | $ 339,976 | $ 286,781 | ||
Cash and cash equivalents included in Assets held for sale | 0 | 569 | ||
Restricted cash included in: | ||||
Other current assets | 2,764 | 2,763 | ||
Assets held for sale | 0 | 512 | ||
Other assets | 8,318 | 8,057 | ||
Total cash, cash equivalents and restricted cash in the Statements of Cash Flows | $ 351,058 | $ 298,682 | $ 442,599 | $ 419,971 |
OTHER INFORMATION - Schedule _2
OTHER INFORMATION - Schedule of Accounts Receivable and Allowance for Credit Losses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Other Income and Expenses [Abstract] | ||
Accounts receivable | $ 547,582 | $ 642,390 |
Less: Allowance for credit losses | (24,574) | (22,561) |
Accounts receivable, net | $ 523,008 | $ 619,829 |
OTHER INFORMATION - Narrative (
OTHER INFORMATION - Narrative (Details) shares in Millions | 3 Months Ended | ||
May 02, 2023 installment shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Credit loss expense | $ | $ 2,700,000 | $ 300,000 | |
Increase (decrease) of pensions on deferred income tax liabilities | $ | $ 0 | $ 0 | |
Restricted Stock Units (RSUs) | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted (in shares) | shares | 15 | ||
Number of vesting installments | installment | 3 | ||
Performance Stock Units (PSUs) | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted (in shares) | shares | 3.4 | ||
Performance Stock Units (PSUs) | TSR at 90th percentile or higher | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Relative TSR percentage achieved | 150% | ||
Performance Stock Units (PSUs) | TSR at 60th percentile | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Relative TSR percentage achieved | 100% | ||
Performance Stock Units (PSUs) | TSR at 30th percentile | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Relative TSR percentage achieved | 50% | ||
Performance Stock Units (PSUs) | Share-based Payment Arrangement, Tranche Four | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Relative TSR percentage achieved | 100% | ||
Total shareholder return percentage | 0% |