UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________
Commission File Number
000-53354
CC MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 26-0241222
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 East Basse Road
San Antonio, Texas 78209
(Address of principal executive offices) (Zip Code)
(210) 822-2828
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Outstanding at July 31, 2012
- - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - -
Class A common stock, $.001 par value 23,579,852 (1)
Class B common stock, $.001 par value 555,556
Class C common stock, $.001 par value 58,967,502
(1) Outstanding Class A common stock includes 111,291 shares owned by a subsidiary
Explanatory Note
This Amendment No. 1(“the Amendment”) to the CC Media Holdings, Inc. Form 10-Q for the quarter ended June 30, 2012 (the “Form 10-Q”) filed with the Securities and Exchange Commission on August 1, 2012 (the “Filing Date”) is filed solely to correct the net loss attributable to the Company per common share amounts included in the financial statements in Part I, Item 1 and included in Exhibit 11 thereto and to make corresponding changes to Exhibit 101 to the Form 10-Q, which contains the XBRL (Extensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part I, Item 1 of the Form 10-Q. Due to an administrative error, the adjustment for participating securities dividends was incorrect, resulting in net loss attributable to the Company per common share being overstated by $0.09 per share and $0.09 per share for the three months and six months ended June 30, 2012, respectively. This error had no impact on any other items presented on the Company’s Consolidated Statements of Comprehensive Income (Loss) including Revenue, Operating Income, Net income (loss) and Net income (loss) attributable to the Company. The calculation error had no impact on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows or any disclosures included in the Notes to the Consolidated Financial Statements and Management’s Discussion and Analysis. No other changes to our Form 10-Q are made in this Amendment. This Amendment speaks as of the Filing Date, does not reflect events that may have occurred subsequent to the Filing Date, and, other than as set forth below, does not modify or update the disclosures made in the Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Form 10-Q.
2
CC MEDIA HOLDINGS, INC.
| Page No. |
Part I – Financial Information |
|
Item 1. Financial Statements | 1 |
Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011 | 1 |
Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2012 and 2011 | 2 |
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 | 3 |
Notes to Consolidated Financial Statements | 4 |
Part II – Other Information |
|
Item 6. Exhibits | 15 |
Signatures | 16 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
(In thousands) |
| June 30, |
|
|
| |
|
| 2012 |
|
| December 31, | |
|
| (Unaudited) |
|
| 2011 | |
CURRENT ASSETS |
|
|
|
|
| |
Cash and cash equivalents | $ | 1,316,516 |
| $ | 1,228,682 | |
Accounts receivable, net |
| 1,371,276 |
|
| 1,399,135 | |
Other current assets |
| 368,079 |
|
| 357,468 | |
| Total Current Assets |
| 3,055,871 |
|
| 2,985,285 |
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT |
|
|
|
|
| |
Structures, net |
| 1,920,953 |
|
| 1,950,437 | |
Other property, plant and equipment, net |
| 1,100,595 |
|
| 1,112,890 | |
|
|
|
|
|
|
|
INTANGIBLE ASSETS AND GOODWILL |
|
|
|
|
| |
Definite-lived intangibles, net |
| 1,882,905 |
|
| 2,017,760 | |
Indefinite-lived intangibles |
| 3,515,666 |
|
| 3,517,071 | |
Goodwill |
| 4,183,156 |
|
| 4,186,718 | |
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
|
| |
Other assets |
| 792,676 |
|
| 771,878 | |
Total Assets | $ | 16,451,822 |
| $ | 16,542,039 | |
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
| |
Accounts payable and accrued expenses | $ | 793,430 |
| $ | 856,727 | |
Accrued interest |
| 155,567 |
|
| 160,361 | |
Current portion of long-term debt |
| 323,528 |
|
| 268,638 | |
Deferred income |
| 212,412 |
|
| 143,236 | |
| Total Current Liabilities |
| 1,484,937 |
|
| 1,428,962 |
|
|
|
|
|
|
|
Long-term debt |
| 20,391,288 |
|
| 19,938,531 | |
Deferred income taxes |
| 1,823,695 |
|
| 1,938,599 | |
Other long-term liabilities |
| 613,845 |
|
| 707,888 | |
|
|
|
|
|
|
|
Commitments and contingent liabilities (Note 6) |
|
|
|
|
| |
|
|
|
|
|
|
|
SHAREHOLDERS' DEFICIT |
|
|
|
|
| |
Noncontrolling interest |
| 291,449 |
|
| 521,794 | |
Common stock |
| 84 |
|
| 83 | |
Additional paid-in capital |
| 2,131,867 |
|
| 2,132,368 | |
Retained deficit |
| (10,039,921) |
|
| (9,857,267) | |
Accumulated other comprehensive loss |
| (241,852) |
|
| (266,043) | |
Cost of shares held in treasury |
| (3,570) |
|
| (2,876) | |
| Total Shareholders' Deficit |
| (7,861,943) |
|
| (7,471,941) |
|
|
|
|
|
|
|
Total Liabilities and Shareholders' Deficit | $ | 16,451,822 |
| $ | 16,542,039 | |
See Notes to Consolidated Financial Statements
1
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands, except per share data) |
| Three Months Ended |
|
| Six Months Ended | ||||||||
|
|
|
| June 30, |
|
| June 30, | ||||||
|
| 2012 |
|
| 2011 |
|
| 2012 |
|
| 2011 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue | $ | 1,602,494 |
| $ | 1,604,386 |
| $ | 2,963,217 |
| $ | 2,925,212 | ||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
| ||
|
| Direct operating expenses (excludes depreciation and amortization) |
| 607,095 |
|
| 630,015 |
|
| 1,221,529 |
|
| 1,214,084 |
|
| Selling, general and administrative expenses (excludes depreciation and |
|
|
|
|
|
|
|
|
|
|
|
|
| amortization) |
| 398,123 |
|
| 420,436 |
|
| 821,751 |
|
| 793,146 |
|
| Corporate expenses (excludes depreciation and amortization) |
| 71,158 |
|
| 56,486 |
|
| 140,356 |
|
| 108,833 |
|
| Depreciation and amortization |
| 181,839 |
|
| 189,641 |
|
| 357,205 |
|
| 373,352 |
|
| Other operating income - net | 1,917 |
|
| 3,229 |
|
| 5,041 |
|
| 19,943 | |
Operating income |
| 346,196 |
|
| 311,037 |
|
| 427,417 |
|
| 455,740 | ||
Interest expense |
| 385,867 |
|
| 358,950 |
|
| 759,883 |
|
| 728,616 | ||
Equity in earnings of nonconsolidated affiliates |
| 4,696 |
|
| 5,271 |
|
| 8,251 |
|
| 8,246 | ||
Other expense - net |
| (1,397) |
|
| (4,517) |
|
| (17,670) |
|
| (6,553) | ||
Loss before income taxes |
| (36,372) |
|
| (47,159) |
|
| (341,885) |
|
| (271,183) | ||
Income tax benefit |
| 8,663 |
|
| 9,184 |
|
| 166,061 |
|
| 101,845 | ||
Consolidated net loss |
| (27,709) |
|
| (37,975) |
|
| (175,824) |
|
| (169,338) | ||
| Less amount attributable to noncontrolling interest |
| 11,316 |
|
| 15,204 |
|
| 6,830 |
|
| 15,673 | |
Net loss attributable to the Company | $ | (39,025) |
| $ | (53,179) |
| $ | (182,654) |
| $ | (185,011) | ||
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
| ||
| Foreign currency translation adjustments |
| (40,380) |
|
| 36,565 |
|
| (3,291) |
|
| 75,872 | |
| Unrealized gain on securities and derivatives: |
|
|
|
|
|
|
|
|
|
|
| |
|
| Unrealized holding gain (loss) on marketable securities |
| (11,317) |
|
| 11,057 |
|
| 731 |
|
| 14,009 |
|
| Unrealized holding gain (loss) on cash flow derivatives |
| 15,935 |
|
| (1,399) |
|
| 24,514 |
|
| 11,943 |
| Reclassification adjustment |
| 91 |
|
| 59 |
|
| 154 |
|
| 148 | |
Other comprehensive income (loss) |
| (35,671) |
|
| 46,282 |
|
| 22,108 |
|
| 101,972 | ||
Comprehensive loss |
| (74,696) |
|
| (6,897) |
|
| (160,546) |
|
| (83,039) | ||
| Less amount attributable to noncontrolling interest |
| (5,738) |
|
| 6,435 |
|
| (2,083) |
|
| 13,133 | |
Comprehensive loss attributable to the Company | $ | (68,958) |
| $ | (13,332) |
| $ | (158,463) |
| $ | (96,172) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to the Company per common share: |
|
|
|
|
|
|
|
|
|
|
| ||
| Basic | $ | (0.48) |
| $ | (0.65) |
| $ | (2.31) |
| $ | (2.27) | |
| Weighted average common shares outstanding – Basic |
| 82,543 |
|
| 82,375 |
|
| 82,598 |
|
| 82,317 | |
| Diluted | $ | (0.48) |
| $ | (0.65) |
| $ | (2.31) |
| $ | (2.27) | |
| Weighted average common shares outstanding – Diluted |
| 82,543 |
|
| 82,375 |
|
| 82,598 |
|
| 82,317 | |
See Notes to Consolidated Financial Statements
2
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands) |
| Six Months Ended June 30, | ||||
|
| 2012 |
| 2011 | ||
Cash flows from operating activities: |
|
|
|
| ||
| Consolidated net loss | $ | (175,824) | $ | (169,338) | |
|
|
|
|
|
|
|
Reconciling items: |
|
|
|
| ||
| Depreciation and amortization |
| 357,205 |
| 373,352 | |
| Deferred taxes |
| (123,582) |
| (90,895) | |
| Gain on disposal of operating assets |
| (5,041) |
| (19,943) | |
| Loss on extinguishment of debt |
| 15,167 |
| 5,721 | |
| Provision for doubtful accounts |
| 8,271 |
| 8,300 | |
| Share-based compensation |
| 12,712 |
| 8,029 | |
| Equity in earnings of nonconsolidated affiliates |
| (8,251) |
| (8,246) | |
| Amortization of deferred financing charges and note discounts, net |
| 84,132 |
| 100,233 | |
| Other reconciling items – net |
| 10,119 |
| 13,998 | |
| Changes in operating assets and liabilities: |
|
|
|
| |
|
| (Increase) decrease in accounts receivable |
| 15,608 |
| (18,262) |
|
| Increase in deferred income |
| 67,345 |
| 61,427 |
|
| Decrease in accrued expenses |
| (33,690) |
| (108,083) |
|
| Decrease in accounts payable and other liabilities |
| (76,648) |
| (74,089) |
|
| Increase (decrease) in accrued interest |
| (4,791) |
| 20,240 |
|
| Changes in other operating assets and liabilities, net of effects of |
|
|
|
|
|
| acquisitions and dispositions |
| (26,126) |
| (38,944) |
Net cash provided by operating activities |
| 116,606 |
| 63,500 | ||
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
| ||
| Purchases of property, plant and equipment |
| (174,292) |
| (140,452) | |
| Purchases of other operating assets |
| (18,636) |
| (37,962) | |
| Proceeds from disposal of assets |
| 11,284 |
| 48,116 | |
| Change in other – net |
| (9,488) |
| 856 | |
Net cash used for investing activities |
| (191,132) |
| (129,442) | ||
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
| ||
| Draws on credit facilities |
| 606,861 |
| 10,000 | |
| Payments on credit facilities |
| (1,920,013) |
| (958,074) | |
| Proceeds from long-term debt |
| 2,200,000 |
| 1,726,254 | |
| Payments on long-term debt |
| (437,182) |
| (1,362,496) | |
| Dividends paid |
| (244,734) |
| - | |
| Deferred financing charges |
| (40,002) |
| (46,597) | |
| Change in other – net |
| (2,570) |
| (4,915) | |
Net cash provided by (used for) financing activities |
| 162,360 |
| (635,828) | ||
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
| 87,834 |
| (701,770) | ||
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
| 1,228,682 |
| 1,920,926 | ||
|
|
|
|
|
|
|
Cash and cash equivalents at end of period | $ | 1,316,516 | $ | 1,219,156 | ||
See Notes to Consolidated Financial Statements
3
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
Preparation of Interim Financial Statements
The accompanying consolidated financial statements were prepared by CC Media Holdings, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. Due to seasonality and other factors, the results for the interim periods are not necessarily indicative of results for the full year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2011 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the period ended March 31, 2012.
The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling financial interest or is the primary beneficiary. Investments in companies in which the Company owns 20 percent to 50 percent of the voting common stock or otherwise exercises significant influence over operating and financial policies of the Company are accounted for under the equity method. All significant intercompany transactions are eliminated in the consolidation process. Certain prior-period amounts have been reclassified to conform to the 2012 presentation.
During the first quarter of 2012, and in connection with the appointment of the new chief executive officer of the Company’s indirect subsidiary, Clear Channel Outdoor Holdings, Inc. (“CCOH”), the Company reevaluated its segment reporting and determined that its Latin American operations were more appropriately aligned with the operations of its International outdoor advertising segment. As a result, the operations of Latin America are no longer reflected within the Company’s Americas outdoor advertising segment and are currently included in the results of its International outdoor advertising segment. Accordingly, the Company has restated the corresponding segment disclosures for prior periods.
NOTE 2 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
The Company’s property, plant and equipment consisted of the following classes of assets at June 30, 2012 and December 31, 2011, respectively.
(In thousands) |
| June 30, |
|
| December 31, |
|
| 2012 |
|
| 2011 |
Land, buildings and improvements | $ | 670,122 |
| $ | 657,346 |
Structures |
| 2,858,625 |
|
| 2,783,434 |
Towers, transmitters and studio equipment |
| 411,577 |
|
| 400,832 |
Furniture and other equipment |
| 387,204 |
|
| 365,137 |
Construction in progress |
| 75,128 |
|
| 68,658 |
|
| 4,402,656 |
|
| 4,275,407 |
Less: accumulated depreciation |
| 1,381,108 |
|
| 1,212,080 |
Property, plant and equipment, net | $ | 3,021,548 |
| $ | 3,063,327 |
Definite-lived Intangible Assets
The Company has definite-lived intangible assets which consist primarily of transit and street furniture contracts, talent and representation contracts and customer and advertiser relationships, all of which are amortized over the respective lives of the agreements, or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are recorded at cost.
4
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The following table presents the gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at June 30, 2012 and December 31, 2011, respectively:
(In thousands) |
| June 30, 2012 |
| December 31, 2011 | |||||
|
|
| Gross Carrying Amount |
| Accumulated Amortization |
| Gross Carrying Amount |
| Accumulated Amortization |
Transit, street furniture and other outdoor contractual rights | $ | 779,418 | $ | (365,941) | $ | 773,238 | $ | (329,563) | |
Customer / advertiser relationships |
| 1,210,245 |
| (466,635) |
| 1,210,269 |
| (409,794) | |
Talent contracts |
| 349,046 |
| (161,833) |
| 347,489 |
| (139,154) | |
Representation contracts |
| 243,936 |
| (154,478) |
| 237,451 |
| (137,058) | |
Other |
| 561,619 |
| (112,472) |
| 560,978 |
| (96,096) | |
| Total | $ | 3,144,264 | $ | (1,261,359) | $ | 3,129,425 | $ | (1,111,665) |
Total amortization expense related to definite-lived intangible assets was $76.2 million and $80.4 million for the three months ended June 30, 2012 and 2011, respectively, and $151.5 million and $159.5 million for the six months ended June 30, 2012 and 2011, respectively.
The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:
(In thousands) |
|
|
2013 | $ | 283,193 |
2014 |
| 263,354 |
2015 |
| 237,112 |
2016 |
| 222,565 |
2017 |
| 194,814 |
Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of Federal Communications Commission (“FCC”) broadcast licenses in its Media and Entertainment (“CCME”) segment and billboard permits in its Americas outdoor advertising (“Americas outdoor”) segment. Due to significant differences in both business practices and regulations, billboards in the International outdoor segment are subject to long-term, finite contracts unlike the Company’s permits in the United States and Canada. Accordingly, there are no indefinite-lived assets in the International outdoor segment. The Company’s indefinite-lived intangible assets are as follows:
(In thousands) |
| June 30, |
|
| December 31, |
|
| 2012 |
|
| 2011 |
FCC broadcast licenses | $ | 2,409,401 |
| $ | 2,411,367 |
Billboard permits |
| 1,106,265 |
|
| 1,105,704 |
Total indefinite-lived intangible assets | $ | 3,515,666 |
| $ | 3,517,071 |
5
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Goodwill
The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments.
(In thousands) |
| CCME |
| Americas Outdoor Advertising |
| International Outdoor Advertising |
| Other |
| Consolidated | |
Balance as of December 31, 2010 | $ | 3,140,198 | $ | 571,932 | $ | 290,310 | $ | 116,886 | $ | 4,119,326 | |
| Impairment |
| - |
| - |
| (1,146) |
| - |
| (1,146) |
| Acquisitions |
| 82,844 |
| - |
| 2,995 |
| 212 |
| 86,051 |
| Dispositions |
| (10,542) |
| - |
| - |
| - |
| (10,542) |
| Foreign currency |
| - |
| - |
| (6,898) |
| - |
| (6,898) |
| Other |
| (73) |
| - |
| - |
| - |
| (73) |
Balance as of December 31, 2011 | $ | 3,212,427 | $ | 571,932 | $ | 285,261 | $ | 117,098 | $ | 4,186,718 | |
| Acquisitions |
| 188 |
| - |
| - |
| 51 |
| 239 |
| Dispositions |
| (445) |
| - |
| - |
| - |
| (445) |
| Foreign currency |
| - |
| - |
| (3,325) |
| - |
| (3,325) |
| Other |
| (31) |
| - |
| - |
| - |
| (31) |
Balance as of June 30, 2012 | $ | 3,212,139 | $ | 571,932 | $ | 281,936 | $ | 117,149 | $ | 4,183,156 | |
NOTE 3 – LONG-TERM DEBT
Long-term debt at June 30, 2012 and December 31, 2011, respectively, consisted of the following:
(In thousands) |
| June 30, |
|
| December 31, | |
|
|
| 2012 |
|
| 2011 |
Senior Secured Credit Facilities: |
|
|
|
|
| |
| Term Loan Facilities (1) | $ | 10,328,873 |
| $ | 10,493,847 |
| Revolving Credit Facility Due 2014 |
| 10,000 |
|
| 1,325,550 |
| Delayed Draw Term Loan Facilities Due 2016 |
| 961,407 |
|
| 976,776 |
Receivables Based Facility Due 2014 |
| - |
|
| - | |
Priority Guarantee Notes Due 2021 |
| 1,750,000 |
|
| 1,750,000 | |
Other Secured Subsidiary Long-term Debt |
| 27,187 |
|
| 30,976 | |
Total Consolidated Secured Debt |
| 13,077,467 |
|
| 14,577,149 | |
|
|
|
|
|
|
|
Senior Cash Pay Notes Due 2016 |
| 796,250 |
|
| 796,250 | |
Senior Toggle Notes Due 2016 |
| 829,831 |
|
| 829,831 | |
Clear Channel Senior Notes (2) |
| 1,748,564 |
|
| 1,998,415 | |
Subsidiary Senior Notes Due 2017 |
| 2,500,000 |
|
| 2,500,000 | |
Subsidiary Senior Subordinated Notes Due 2020 |
| 2,200,000 |
|
| - | |
Other Subsidiary Debt |
| 19,250 |
|
| 19,860 | |
Purchase accounting adjustments and original issue discount |
| (456,546) |
|
| (514,336) | |
|
|
| 20,714,816 |
|
| 20,207,169 |
Less: current portion |
| 323,528 |
|
| 268,638 | |
Total long-term debt | $ | 20,391,288 |
| $ | 19,938,531 | |
|
|
|
|
|
|
|
| (1) Term Loan Facilities mature at various dates from 2014 through 2016. | |||||
| (2) Clear Channel’s Senior Notes mature at various dates from 2013 through 2027. | |||||
6
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Company’s weighted average interest rate at June 30, 2012 was 6.5%. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $17.6 billion and $16.2 billion at June 30, 2012 and December 31, 2011, respectively.
Subsidiary Senior Subordinated Notes Issuance
During the first quarter of 2012, the Company’s indirect subsidiary, Clear Channel Worldwide Holdings, Inc. (“CCWH”) issued $275.0 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 and $1,925.0 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (collectively, the “Subordinated Notes”). Interest on the Subordinated Notes is payable to the trustee weekly in arrears and to the noteholders on March 15 and September 15 of each year, beginning on September 15, 2012.
The Subordinated Notes are CCWH’s senior subordinated obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis by CCOH, its wholly-owned subsidiary Clear Channel Outdoor, Inc. (“CCOI”), and certain of CCOH’s other domestic subsidiaries (collectively, the “Guarantors”). The Subordinated Notes are unsecured senior subordinated obligations that rank junior to all of CCWH’s existing and future senior debt, including CCWH’s outstanding senior notes, equally with any of CCWH’s existing and future senior subordinated debt and ahead of all of CCWH’s existing and future debt that expressly provides that it is subordinated to the Subordinated Notes. The guarantees of the Subordinated Notes rank junior to each Guarantor’s existing and future senior debt, including CCWH’s outstanding senior notes, equally with each Guarantor’s existing and future senior subordinated debt and ahead of each Guarantor’s existing and future debt that expressly provides that it is subordinated to the guarantees of the Subordinated Notes.
The Company capitalized $40.0 million in fees and expenses associated with the Subordinated Notes offering and is amortizing them through interest expense over the life of the Subordinated Notes.
With the proceeds of the Subordinated Notes (net of the initial purchasers’ discount of $33.0 million), CCWH loaned an aggregate amount equal to $2,167.0 million to CCOI. CCOI paid all other fees and expenses of the offering using cash on hand and, with the proceeds of the loans, made a special cash dividend to CCOH, which in turn made a special cash dividend on March 15, 2012 in an amount equal to $6.0832 per share to its Class A and Class B stockholders of record at the close of business on March 12, 2012, including Clear Channel Holdings, Inc. (“CC Holdings”) and CC Finco, LLC (“CC Finco”), both wholly-owned subsidiaries of the Company. Of the $2,170.4 million special cash dividend paid by CCOH, an aggregate of $1,925.7 million was distributed to CC Holdings and CC Finco, with the remaining $244.7 million distributed to other stockholders. As a result, the Company recorded a reduction of $244.7 million in “Noncontrolling interest” on the consolidated balance sheet.
2011 Clear Channel Refinancing Transactions
In February 2011, Clear Channel Communications, Inc. (“Clear Channel”), an indirect subsidiary of the Company, amended its senior secured credit facilities and its receivables based facility and issued $1,000 million aggregate principal amount of 9.0% Priority Guarantee Notes due 2021 (the “Initial Notes”). In June 2011, Clear Channel issued an additional $750.0 million in aggregate principal amount of its 9.0% Priority Guarantee Notes due 2021 (the “Additional Notes”) at an issue price of 93.845% of the principal amount. The Initial Notes and the Additional Notes have identical terms and are treated as a single class.
The Company capitalized $39.5 million in fees and expenses associated with the Initial Notes offering and is amortizing them through interest expense over the life of the Initial Notes. The Company capitalized an additional $7.1 million in fees and expenses associated with the offering of the Additional Notes and is amortizing them through interest expense over the life of the Additional Notes.
Clear Channel used the proceeds of the Initial Notes offering to prepay $500.0 million of the indebtedness outstanding under its senior secured credit facilities. The $500.0 million prepayment was allocated on a ratable basis between outstanding term loans and revolving credit commitments under Clear Channel’s revolving credit facility.
Clear Channel obtained, concurrent with the offering of the Initial Notes, amendments to its credit agreements with respect to its senior secured credit facilities and its receivables based facility (revolving credit commitments under the receivables based facility were reduced from $783.5 million to $625.0 million), which were required as a condition to complete the offering. The amendments, among other things, permit Clear Channel to request future extensions of the maturities of its senior secured credit facilities, provide Clear Channel with greater flexibility in the use of its accordion capacity, provide Clear Channel with greater flexibility to incur new debt, provided that the proceeds from such new debt are used to pay down senior secured credit facility indebtedness, and provide
7
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
greater flexibility for CCOH and its subsidiaries to incur new debt, provided that the net proceeds distributed to Clear Channel from the issuance of such new debt are used to pay down senior secured credit facility indebtedness.
Of the $703.8 million of proceeds from the issuance of the Additional Notes ($750.0 million aggregate principal amount net of $46.2 million of discount), Clear Channel used $500 million for general corporate purposes (to replenish cash on hand that Clear Channel previously used to pay senior notes at maturity on March 15, 2011 and May 15, 2011) and used the remaining $203.8 million to repay at maturity a portion of Clear Channel’s 5% senior notes that matured in March 2012.
Debt Repayments, Maturities and Other
In connection with the issuance of the Subordinated Notes, CCOH paid a special cash dividend equal to $2,170.4 million to its Class A and Class B stockholders, consisting of $1,925.7 million distributed to CC Holdings and CC Finco and $244.7 million distributed to other stockholders. In connection with the Subordinated Notes issuance and the dividend paid by CCOH during the first quarter of 2012, Clear Channel repaid indebtedness under its senior secured credit facilities in an amount equal to the aggregate amount of dividend proceeds distributed to CC Holdings and CC Finco, or $1,925.7 million. Of this amount, a prepayment of $1,918.1 million was applied to indebtedness outstanding under Clear Channel’s revolving credit facility, thus permanently reducing the revolving credit commitments under Clear Channel’s revolving credit facility to $10.0 million. The remaining $7.6 million prepayment was allocated on a pro rata basis to Clear Channel’s term loan facilities.
In addition, on March 15, 2012, using cash on hand, Clear Channel made voluntary prepayments under its senior secured credit facilities in an aggregate amount equal to $170.5 million, as follows: (i) $16.2 million under its term loan A due 2014, (ii) $129.8 million under its term loan B due 2016, (iii) $10.0 million under its term loan C due 2016 and (iv) $14.5 million under its delayed draw term loans due 2016. As a result of the prepayment of term loan indebtedness under Clear Channel’s senior secured credit facilities, the scheduled repayment of term loans is revised as set forth below:
(In millions) |
| Tranche A Term |
| Tranche B Term |
| Tranche C Term |
| Delayed Draw 2 |
| Delayed Draw 3 | |
Year |
| Loan* |
| Loan** |
| Loan** |
| Term Loan** |
| Term Loan** | |
2013 | $ | 71.4 |
| - | $ | 2.8 |
| - |
| - | |
2014 | $ | 998.6 |
| - | $ | 7.0 |
| - |
| - | |
2015 |
| - |
| - | $ | 3.4 |
| - |
| - | |
2016 |
| - | $ | 8,598.5 | $ | 647.2 | $ | 559.6 | $ | 401.8 | |
| Total | $ | 1,070.0 | $ | 8,598.5 | $ | 660.4 | $ | 559.6 | $ | 401.8 |
*Balance of Tranche A Term Loan is due July 30, 2014
**Balance of Tranche B Term Loan, Tranche C Term Loan, Delayed Draw 1 Term Loan and Delayed Draw 2 Term Loan are due January 29, 2016
In connection with the prepayments on Clear Channel’s senior secured credit facilities discussed above, the Company recorded a loss of $15.2 million in “Other expense” related to the accelerated expensing of loan fees.
During the first quarter of 2012, Clear Channel repaid its 5.0% senior notes at maturity for $249.9 million (net of $50.1 million principal amount repaid to a subsidiary of Clear Channel with respect to notes repurchased and held by such entity), plus accrued interest, using a portion of the proceeds from the 2011 offering of the Additional Notes, along with cash on hand.
During the first six months of 2011, Clear Channel repaid its 6.25% senior notes at maturity for $692.7 million (net of $57.3 million principal amount repaid to a subsidiary of Clear Channel with respect to notes repurchased and held by such entity), plus accrued interest, using a portion of the proceeds from the 2011 offering of the Initial Notes, along with available cash on hand. Clear Channel also repaid its 4.4% senior notes at maturity for $140.2 million (net of $109.8 million principal amount repaid to a subsidiary of Clear Channel with respect to notes repurchased and held by such entity), plus accrued interest, with available cash on hand. Prior to, and in connection with the Additional Notes offering, Clear Channel repaid all amounts outstanding under its receivables based credit facility on June 8, 2011, using cash on hand. This voluntary repayment did not reduce the commitments under this facility and Clear Channel may reborrow amounts under this facility at any time. In addition, on June 27, 2011, Clear Channel made a voluntary payment of $500.0 million on its revolving credit facility.
8
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 4 – SUPPLEMENTAL DISCLOSURES
Divestiture Trusts
The Company owns certain radio stations which, under current FCC rules, are not permitted or transferable. These radio stations were placed in a trust in order to comply with FCC rules at the time of the closing of the merger that resulted in the Company’s acquisition of Clear Channel. The Company is the beneficial owner of the trust, but the radio stations are managed by an independent trustee. The Company will have to divest all of these radio stations unless any stations may be owned by the Company under then-current FCC rules, in which case the trust will be terminated with respect to such stations. The trust agreement stipulates that the Company must fund any operating shortfalls of the trust activities, and any excess cash flow generated by the trust is distributed to the Company. The Company is also the beneficiary of proceeds from the sale of stations held in the trust. The Company consolidates the trust in accordance with ASC 810-10, which requires an enterprise involved with variable interest entities to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in the variable interest entity, as the trust was determined to be a variable interest entity and the Company is its primary beneficiary.
Income Tax Benefit
The Company’s income tax benefit for the three and six months ended June 30, 2012 and 2011, respectively, consisted of the following components:
(In thousands) |
| Three Months Ended |
| Six Months Ended | ||||||
|
| June 30, |
| June 30, | ||||||
|
| 2012 |
|
| 2011 |
| 2012 |
|
| 2011 |
Current tax benefit (expense) | $ | (16,481) |
| $ | (21,045) | $ | 42,479 |
| $ | 10,950 |
Deferred tax benefit |
| 25,144 |
|
| 30,229 |
| 123,582 |
|
| 90,895 |
Income tax benefit | $ | 8,663 |
| $ | 9,184 | $ | 166,061 |
| $ | 101,845 |
The effective tax rate for the three and six months ended June 30, 2012 was 23.8% and 48.6%, respectively. The effective tax rate for the three months ended June 30, 2012 was primarily impacted by the Company’s inability to record tax benefits for tax losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future periods. The effective tax rate for the six months ended June 30, 2012 was primarily impacted by the completion of income tax examinations in various jurisdictions during the period which resulted in a reduction to income tax expense of approximately $61.0 million.
The effective tax rate for the three and six months ended June 30, 2011 was 19.5% and 37.6%, respectively. The effective tax rate for the three months ended June 30, 2011 was primarily impacted by the deferred tax expense recorded as a result of changes to tax rates and laws in certain domestic jurisdictions and the vesting of equity awards. The effective tax rate for the six months ended June 30, 2011 was primarily impacted by the Company’s settlement of U.S. federal and state tax examinations during the period. Pursuant to the settlements, the Company recorded a reduction to income tax expense of approximately $12.3 million to reflect the net tax benefits of the settlements. In addition, the effective rate for the six months ended June 30, 2011 was impacted by the Company’s ability to benefit from certain tax loss carryforwards in foreign jurisdictions due to increased taxable income during 2011, where the losses previously did not provide a benefit.
During the six months ended June 30, 2012 and 2011, cash paid for interest and income taxes, net of income tax refunds of $0.9 million and $1.2 million, respectively, was as follows:
(In thousands) |
| Six Months Ended June 30, | |||
|
| 2012 |
|
| 2011 |
Interest | $ | 682,608 |
| $ | 610,549 |
Income taxes |
| 37,764 |
|
| 62,080 |
9
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 5 – FAIR VALUE MEASUREMENTS
The Company’s marketable equity securities and interest rate swap are measured at fair value on each reporting date.
Marketable Equity Securities
The marketable equity securities are measured at fair value using quoted prices in active markets. Due to the fact that the inputs used to measure the marketable equity securities at fair value are observable, the Company has categorized the fair value measurements of the securities as Level 1 in accordance with ASC 820-10-35.
The cost, unrealized holding gains or losses, and fair value of the Company’s investments at June 30, 2012 and December 31, 2011 are as follows:
(In thousands) |
| June 30, |
|
| December 31, |
|
| 2012 |
|
| 2011 |
Cost | $ | 7,786 |
| $ | 7,786 |
Gross unrealized losses |
| - |
|
| - |
Gross unrealized gains |
| 66,373 |
|
| 65,214 |
Fair value | $ | 74,159 |
| $ | 73,000 |
Interest Rate Swap Agreement
The Company’s $2.5 billion notional amount interest rate swap agreement is designated as a cash flow hedge and the effective portion of the gain or loss on the swap is reported as a component of other comprehensive income (loss). Ineffective portions of a cash flow hedging derivative’s change in fair value are recognized currently in earnings. In accordance with ASC 815-20-35-9, as the critical terms of the swap and the floating-rate debt being hedged were the same at inception and remained the same during the current period, no ineffectiveness was recorded in earnings.
The Company entered into the swap to effectively convert a portion of its floating-rate debt to a fixed basis, thus reducing the impact of interest rate changes on future interest expense. The interest rate swap agreement matures in September 2013.
The swap agreement is valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreement by using market information available as of the reporting date, including prevailing interest rates and credit spread. Due to the fact that the inputs are either directly or indirectly observable, the Company classified the fair value measurements of its swap agreement as Level 2 in accordance with ASC 820-10-35.
The Company continually monitors its positions with, and credit quality of, the financial institution which is counterparty to its interest rate swap. The Company may be exposed to credit loss in the event of nonperformance by the counterparty to the interest rate swap. However, the Company considers this risk to be low. If a derivative instrument no longer qualifies as a cash flow hedge, hedge accounting is discontinued and the gain or loss that was recorded in other comprehensive income is recognized in income.
The fair value of the Company’s $2.5 billion notional amount interest rate swap designated as a hedging instrument and recorded in “Other long-term liabilities” was $121.0 million and $159.1 million at June 30, 2012 and December 31, 2011, respectively.
The following table details the beginning and ending accumulated other comprehensive loss and the current period activity related to the interest rate swap agreement:
(In thousands) | Accumulated other comprehensive loss | |
Balance at December 31, 2011 | $ | 100,292 |
Other comprehensive income |
| (24,514) |
Balance at June 30, 2012 | $ | 75,778 |
10
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Other Comprehensive Income (Loss)
The following table discloses the amount of income tax (asset) liability allocated to each component of other comprehensive income (loss) for the three and six months ended June 30, 2012 and 2011, respectively:
(In thousands) |
| Three Months Ended June 30, |
|
| Six Months Ended June 30, | |||||||
|
| 2012 |
|
| 2011 |
|
| 2012 |
|
| 2011 | |
Foreign currency translation adjustments | $ | 884 |
| $ | - |
| $ | (1,350) |
| $ | - | |
Unrealized holding gain (loss) on marketable securities |
| 6,588 |
|
| (12,643) |
|
| (429) |
|
| (13,772) | |
Unrealized holding gain (loss) on cash flow derivatives |
| (8,480) |
|
| 835 |
|
| (13,600) |
|
| (7,129) | |
| Total income tax benefit | $ | (1,008) |
| $ | (11,808) |
| $ | (15,379) |
| $ | (20,901) |
NOTE 6 – COMMITMENTS, CONTINGENCIES AND GUARANTEES
The Company and its subsidiaries are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, the Company has accrued its estimate of the probable costs for 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.
Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; and tax disputes.
Brazil Litigation
On or about July 12, 2006 and April 12, 2007, two of the Company’s operating businesses (L&C Outdoor Ltda. (“L&C”) and Publicidad Klimes São Paulo Ltda. (“Klimes”), respectively) in the São Paulo, Brazil market received notices of infraction from the state taxing authority, seeking to impose a value added tax (“VAT”) on such businesses, retroactively for the period from December 31, 2001 through January 31, 2006. The taxing authority contends that these businesses fall within the definition of “communication services” and as such are subject to the VAT. L&C and Klimes filed separate petitions to challenge the imposition of this tax.
On August 8, 2011, Brazil’s National Council of Fiscal Policy (CONFAZ) published a convenio authorizing sixteen states, including the State of São Paulo, to issue an amnesty that would reduce the principal amount of VAT allegedly owed and reduce or waive related interest and penalties. The State of São Paulo ratified the amnesty in late August 2011. On May 10, 2012, the State of São Paulo published an amnesty decree that mirrors the convenio. Klimes and L&C accepted the amnesty on May 24, 2012 by making the aggregate required payment of $10.9 million. On that same day, Klimes and L&C filed petitions to discontinue the tax litigation based on the amnesty payments.
Guarantees
As of June 30, 2012, Clear Channel had outstanding surety bonds and commercial standby letters of credit of $50.1 million and $140.2 million, respectively, of which $67.5 million of letters of credit were cash secured. Letters of credit in the amount of $9.1 million are collateral in support of surety bonds and these amounts would only be drawn under the letter of credit in the event the associated surety bonds were funded and Clear Channel did not honor its reimbursement obligation to the issuers. These letters of credit and surety bonds relate to various operational matters including insurance, bid, and performance bonds as well as other items.
As of June 30, 2012, Clear Channel had outstanding bank guarantees of $51.7 million related to international subsidiaries, of which $4.4 million were backed by cash collateral.
NOTE 7 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Clear Channel is a party to a management agreement with certain affiliates of Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the “Sponsors”) and certain other parties pursuant to which such affiliates of the Sponsors will provide
11
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
management and financial advisory services until 2018. These agreements require management fees to be paid to such affiliates of the Sponsors for such services at a rate not greater than $15.0 million per year, plus reimbursable expenses. For the three months ended June 30, 2012 and 2011, the Company recognized management fees and reimbursable expenses of $4.0 million and $4.2 million, respectively. For the six months ended June 30, 2012 and 2011, the Company recognized management fees and reimbursable expenses of $8.0 million and $8.0 million, respectively.
NOTE 8 – EQUITY AND COMPREHENSIVE INCOME (LOSS)
The Company reports its noncontrolling interests in consolidated subsidiaries as a component of equity separate from the Company’s equity. The following table shows the changes in equity attributable to the Company and the noncontrolling interests of subsidiaries in which the Company has a majority, but not total ownership interest:
(In thousands) |
| The Company |
|
| Noncontrolling Interests |
|
| Consolidated | |
Balances at January 1, 2012 | $ | (7,993,735) |
| $ | 521,794 |
| $ | (7,471,941) | |
| Net income (loss) |
| (182,654) |
|
| 6,830 |
|
| (175,824) |
| Dividend |
| - |
|
| (244,734) |
|
| (244,734) |
| Foreign currency translation adjustments |
| (1,190) |
|
| (2,101) |
|
| (3,291) |
| Unrealized holding gain on marketable securities |
| 730 |
|
| 1 |
|
| 731 |
| Unrealized holding gain on cash flow derivatives |
| 24,514 |
|
| - |
|
| 24,514 |
| Reclassification adjustment |
| 137 |
|
| 17 |
|
| 154 |
| Other - net |
| (1,194) |
|
| 9,642 |
|
| 8,448 |
Balances at June 30, 2012 | $ | (8,153,392) |
| $ | 291,449 |
| $ | (7,861,943) | |
|
|
|
|
|
|
|
|
|
|
Balances at January 1, 2011 | $ | (7,695,606) |
| $ | 490,920 |
| $ | (7,204,686) | |
| Net income (loss) |
| (185,011) |
|
| 15,673 |
|
| (169,338) |
| Foreign currency translation adjustments |
| 62,817 |
|
| 13,055 |
|
| 75,872 |
| Unrealized holding gain on marketable securities |
| 13,949 |
|
| 60 |
|
| 14,009 |
| Unrealized holding gain on cash flow derivatives |
| 11,943 |
|
| - |
|
| 11,943 |
| Reclassification adjustment |
| 131 |
|
| 17 |
|
| 148 |
| Other - net |
| (657) |
|
| 2,684 |
|
| 2,027 |
Balances at June 30, 2011 | $ | (7,792,434) |
| $ | 522,409 |
| $ | (7,270,025) | |
The Company completed a voluntary stock option exchange program on March 21, 2011 and exchanged 2.5 million stock options granted under the Clear Channel 2008 Executive Incentive Plan for 1.3 million replacement stock options with a lower exercise price and different service and performance vesting conditions. The Company accounted for the exchange program as a modification of the existing awards under ASC 718 and will recognize incremental compensation expense of approximately $1.0 million over the service period of the new awards.
NOTE 9 – SEGMENT DATA
The Company’s reportable segments, which it believes best reflect how the Company is currently managed, are CCME, Americas outdoor advertising and International outdoor advertising. Revenue and expenses earned and charged between segments are recorded at fair value and eliminated in consolidation. The CCME segment provides media and entertainment services via broadcast and digital delivery and also includes the Company’s national syndication business. The Americas outdoor advertising segment consists of operations primarily in the United States and Canada. The International outdoor advertising segment primarily includes operations in Europe, Asia and Latin America. The Americas outdoor and International outdoor display inventory consists primarily of billboards, street furniture displays and transit displays. The Other category includes the Company’s media representation business as well as other general support services and initiatives which are ancillary to the Company’s other businesses. Corporate includes infrastructure and support, including information technology, human resources, legal, finance and administrative functions of each of the Company’s operating segments, as well as overall executive, administrative and support functions. Share-based payments are recorded by each segment in direct operating and selling, general and administrative expenses.
12
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
During the first quarter of 2012, the Company revised its segment reporting, as discussed in Note 1. The following table presents the Company’s reportable segment results for the three and six months ended June 30, 2012 and 2011.
(In thousands) |
| CCME |
| Americas Outdoor Advertising |
| International Outdoor Advertising |
| Other |
| Corporate and other reconciling items |
| Eliminations |
| Consolidated | |
Three Months Ended June 30, 2012 | |||||||||||||||
Revenue | $ | 793,039 | $ | 320,678 | $ | 440,648 | $ | 64,144 | $ | - | $ | (16,015) | $ | 1,602,494 | |
Direct operating expenses |
| 196,348 |
| 143,185 |
| 263,710 |
| 5,787 |
| - |
| (1,935) |
| 607,095 | |
Selling, general and administrative expenses |
| 243,157 |
| 44,699 |
| 87,586 |
| 36,761 |
| - |
| (14,080) |
| 398,123 | |
Depreciation and amortization |
| 67,923 |
| 48,567 |
| 50,710 |
| 11,355 |
| 3,284 |
| - |
| 181,839 | |
Corporate expenses |
| - |
| - |
| - |
| - |
| 71,158 |
| - |
| 71,158 | |
Other operating income - net |
| - |
| - |
| - |
| - |
| 1,917 |
| - |
| 1,917 | |
Operating income (loss) | $ | 285,611 | $ | 84,227 | $ | 38,642 | $ | 10,241 | $ | (72,525) | $ | - | $ | 346,196 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Intersegment revenues | $ | - | $ | - | $ | - | $ | 16,015 | $ | - | $ | - | $ | 16,015 | |
Capital expenditures | $ | 16,674 | $ | 33,780 | $ | 39,247 | $ | 6,617 | $ | 5,327 | $ | - | $ | 101,645 | |
Share-based compensation expense | $ | 1,202 | $ | 1,240 | $ | 874 | $ | - | $ | 2,499 | $ | - | $ | 5,815 | |
Three Months Ended June 30, 2011 | |||||||||||||||
Revenue | $ | 771,744 | $ | 318,217 | $ | 470,991 | $ | 59,172 | $ | - | $ | (15,738) | $ | 1,604,386 | |
Direct operating expenses |
| 211,368 |
| 141,010 |
| 274,462 |
| 6,984 |
| - |
| (3,809) |
| 630,015 | |
Selling, general and administrative expenses |
| 252,581 |
| 49,035 |
| 93,902 |
| 36,847 |
| - |
| (11,929) |
| 420,436 | |
Depreciation and amortization |
| 69,033 |
| 50,322 |
| 55,278 |
| 12,809 |
| 2,199 |
| - |
| 189,641 | |
Corporate expenses |
| - |
| - |
| - |
| - |
| 56,486 |
| - |
| 56,486 | |
Other operating income - net |
| - |
| - |
| - |
| - |
| 3,229 |
| - |
| 3,229 | |
Operating income (loss) | $ | 238,762 | $ | 77,850 | $ | 47,349 | $ | 2,532 | $ | (55,456) | $ | - | $ | 311,037 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Intersegment revenues | $ | - | $ | 745 | $ | - | $ | 14,993 | $ | - | $ | - | $ | 15,738 | |
Capital expenditures | $ | 10,424 | $ | 34,562 | $ | 23,979 | $ | 1,004 | $ | 6,514 | $ | - | $ | 76,483 | |
Share-based compensation expense | $ | 882 | $ | 1,674 | $ | 701 | $ | - | $ | 2,481 | $ | - | $ | 5,738 | |
Six Months Ended June 30, 2012 | |||||||||||||||
Revenue | $ | 1,464,549 | $ | 600,829 | $ | 811,780 | $ | 115,842 | $ | - | $ | (29,783) | $ | 2,963,217 | |
Direct operating expenses |
| 412,727 |
| 287,595 |
| 513,353 |
| 12,326 |
| - |
| (4,472) |
| 1,221,529 | |
Selling, general and administrative expenses |
| 484,130 |
| 97,278 |
| 188,156 |
| 77,498 |
| - |
| (25,311) |
| 821,751 | |
Depreciation and amortization |
| 134,979 |
| 91,525 |
| 99,745 |
| 24,208 |
| 6,748 |
| - |
| 357,205 | |
Corporate expenses |
| - |
| - |
| - |
| - |
| 140,356 |
| - |
| 140,356 | |
Other operating income - net |
| - |
| - |
| - |
| - |
| 5,041 |
| - |
| 5,041 | |
Operating income (loss) | $ | 432,713 | $ | 124,431 | $ | 10,526 | $ | 1,810 | $ | (142,063) | $ | - | $ | 427,417 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment revenues | $ | - | $ | 770 | $ | - | $ | 29,013 | $ | - | $ | - | $ | 29,783 | |
Capital expenditures | $ | 26,826 | $ | 59,116 | $ | 66,909 | $ | 9,005 | $ | 12,436 | $ | - | $ | 174,292 | |
Share-based compensation expense | $ | 2,416 | $ | 3,172 | $ | 2,083 | $ | - | $ | 5,041 | $ | - | $ | 12,712 | |
13
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands) |
| CCME |
| Americas Outdoor Advertising |
| International Outdoor Advertising |
| Other |
| Corporate and other reconciling items |
| Eliminations |
| Consolidated |
Six Months Ended June 30, 2011 | ||||||||||||||
Revenue | $ | 1,404,709 | $ | 587,918 | $ | 851,504 | $ | 110,435 | $ | - | $ | (29,354) | $ | 2,925,212 |
Direct operating expenses |
| 400,613 |
| 276,960 |
| 529,892 |
| 14,169 |
| - |
| (7,550) |
| 1,214,084 |
Selling, general and administrative expenses |
| 474,713 |
| 98,593 |
| 167,524 |
| 74,120 |
| - |
| (21,804) |
| 793,146 |
Depreciation and amortization |
| 133,489 |
| 98,944 |
| 108,986 |
| 26,094 |
| 5,839 |
| - |
| 373,352 |
Corporate expenses |
| - |
| - |
| - |
| - |
| 108,833 |
| - |
| 108,833 |
Other operating income - net |
| - |
| - |
| - |
| - |
| 19,943 |
| - |
| 19,943 |
Operating income (loss) | $ | 395,894 | $ | 113,421 | $ | 45,102 | $ | (3,948) | $ | (94,729) | $ | - | $ | 455,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment revenues | $ | - | $ | 1,688 | $ | - | $ | 27,666 | $ | - | $ | - | $ | 29,354 |
Capital expenditures | $ | 23,663 | $ | 65,477 | $ | 39,102 | $ | 3,126 | $ | 9,084 | $ | - | $ | 140,452 |
Share-based compensation expense | $ | 2,436 | $ | 3,842 | $ | 1,604 | $ | - | $ | 147 | $ | - | $ | 8,029 |
14
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
ITEM 6. EXHIBITS | ||
|
|
|
Exhibit Number |
| Description |
10.1 |
| Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on Form S-8 (File No. 333-181514) filed on May 18, 2012). |
10.2 |
| Clear Channel Outdoor Holdings, Inc. Amended and Restated 2006 Annual Incentive Plan (Incorporated by reference to Appendix B to the Clear Channel Outdoor Holdings, Inc. Definitive Proxy Statement on Schedule 14A for its 2012 Annual Meeting of Stockholders filed on April 9, 2012). |
10.3 |
| Form of Restricted Stock Unit Agreement under the Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan, dated May 10, 2012, between Thomas W. Casey and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.49 to the Clear Channel Worldwide Holdings, Inc. Registration Statement on Form S-4 (File No. 333-182265) filed on June 21, 2012). |
11* |
| Statement re: Computation of Loss Per Share. |
31.1* |
| Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
| Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
| Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2** |
| Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101*** |
| Interactive Data Files. |
* | Filed herewith. | |
** | Furnished herwith. | |
*** | In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. | |
15
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CC MEDIA HOLDINGS, INC.
August 3, 2012
/s/ SCOTT D. HAMILTON
Scott D. Hamilton
Senior Vice President, Chief Accounting Officer and Assistant Secretary
16