iHeartMedia, Inc. Reports Results For 2019 Second Quarter
San Antonio, TX, August 15, 2019 –iHeartMedia, Inc. (NASDAQ: IHRT) today reported financial results for the quarter ended June 30, 2019. IHRT successfully emerged from Chapter 11 on May 1, 2019 with a streamlined capital structure and completed the listing of its shares on the NASDAQ stock exchange (ticker: “IHRT”) on July 18, 2019.
Financial Highlights
Second Quarter
- Revenue of $913.3 million, up 2.4% year-over-year
- Excluding political revenue1, revenue increased 3.9%
- Digital revenue increased 32.8% year-over-year
- Operating income of $181.6 million was up 0.2% year-over-year
- Adjusted EBITDA1of $262.9 million, up 3.2% year-over-year
- Adjusted EBITDA margins1improved to 28.8% from 28.6%, up 20 basis points year-over-year
Year-to-Date
- Revenue of $1,709.1 million, up 2.7% year-over-year
- Excluding political revenue1, revenue increased 3.7%
- Digital revenue increased 30.6% year-over-year
- Operating income of $200.7 million was down from $243.3 million in the six months ended June 30, 2018 due to non-cash impairment charge of $91.4 million in first quarter of 2019
- Adjusted EBITDA1of $419.9 million, up 6.4% year-over-year
- Adjusted EBITDA margins1improved to 24.6% from 23.7%, up 90 basis points year-over-year
2019 Full Year Guidance
- Reaffirming consolidated revenue growth of low single digits
- Adjusted EBITDA margins expected to be 27-29%
- Expect to generate free cash flow of $250-$275 million in the second half of the year, resulting in expected cash at year-end of $375-$400 million
- Available cash anticipated to be used primarily for debt reduction
1See Supplemental Disclosure Regarding Non-GAAP Financial Information.
“iHeartMedia is the number one audio company in America and the only true multi-platform audio company able to reach consumers at scale,” said Bob Pittman, Chairman and CEO of iHeartMedia, Inc. “There are two segments of the audio sector -- radio, which provides companionship and connection when people want to join the world; and the music collection segment, which people use when they want to tune out and escape the world. As the leader in the radio, or companionship, segment of the audio sector, iHeartMedia uses its unparalleled reach and consumer connection to deliver a compelling experience for our audiences and revenue opportunities across our multiple platforms. As we look ahead, iHeartMedia intends to increase our share of radio advertising spend, participate in TV and digital advertising revenue pools, extend our leadership in podcasting and drive sponsorship revenue.”
“We successfully emerged from Chapter 11 on May 1, 2019 and are pleased that the restructuring process resulted in a capital structure that matches our successful operating business. We now have an iHeart business that will focus exclusively on increasing our lead as the number one audio company in the U.S. As demonstrated in our results, iHeartMedia’s increased revenue and overall positive financial performance reflects the resilience and growth of our businesses and the value of our recent investments, particularly in podcasting and data and analytics,” said Rich Bressler, President, Chief Operating Officer, and Chief Financial Officer. “We are focused on building long-term shareholder value through a combination of operational and capital structure initiatives and we are prioritizing de-leveraging in our capital allocation policies.”
Continued to outperform the broadcast radio industry
- Outperformed the broadcast radio industry by over 350 basis points this year alone, according to Miller Kaplan.
- iHeartMedia is ranked #1 in over 4 times more markets than the next largest broadcast group in its top 160 markets.
- iHeartMedia reaches 275 million Americans - more than the top two closest broadcast radio competitors combined.
Extended leadership in the fast-growing podcast segment
- #1 commercial podcaster in America measured by monthly downloads and unique listeners as measured by Podtrac.
- More than 300% growth in podcast listeners on the iHeartRadio app in the last year.
- Expanded unique monthly podcast audience by 277% year over year - faster than any other major company.
- Launched new original podcasts on iHeartRadio, including “Insomniac,” hosted by Scott Benjamin, “Sleepwalkers,” hosted by Emmy and Peabody Award winner Oz Woloshyn and co-hosted by Karah Preiss, former host of The Huffington Post science show “Talk Nerdy To Me,” and “Life Will Be the Death of Me,” hosted by comedian Chelsea Handler.
Produced events that enhance artist partnerships, provide crossover promotions for our stations and deliver unique brand building and activation opportunities to advertisers
- Announced the lineup for the “2019 iHeartRadio Music Festival,” the annual two-day event hosted at Las Vegas’ T-Mobile Arena, which will be broadcast live via iHeartMedia radio stations across more than 150 markets and will air on a televised special on The CW Network and will be live-streamed on The CW App.
- Hosted the “2019 iHeartRadio Wango Tango Presented by The JUVÉDERM® Collection of Dermal Fillers” at the Dignity Health Sports Park in Los Angeles, which was exclusively broadcast in a 90-minute television special on Freeform, livestreamed by LiveXLive, and aired on iHeartMedia radio stations across 100 markets.
- Showcased Country music’s biggest superstars at the sixth annual “iHeartCountry Festival Presented by Capital One®” at the Frank Erwin Center in Austin, Texas, which was broadcasted live in over 100+ local markets and on iHeartRadio.com, as well as livestreamed exclusively on LiveXLive.
Expanded our reach through digital and social channels
- Posted our 12thconsecutive month of year-over-year total listening hours growth, as of June 2019.
- Finished the quarter with more than 130 million registered users on the iHeartRadio app.
- Recorded 13 million monthly unique visitors on Snapchat and 23 million monthly unique visitors on YouTube.
Consolidated Results of Operations
GAAP and Non-GAAP Measures
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined2 |
|
Predecessor Company |
|
|
|||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from April 1, 2019 through May 1, |
|
Three Months Ended June 30, |
|
Three Months Ended June 30, |
|
% |
|||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
|
Change |
|||||||||
|
Revenue |
$ |
635,646 |
|
|
|
$ |
277,674 |
|
|
$ |
913,320 |
|
|
$ |
891,764 |
|
|
2.4 |
% |
|
Operating income |
$ |
133,688 |
|
|
|
$ |
47,891 |
|
|
$ |
181,579 |
|
|
$ |
181,239 |
|
|
0.2 |
% |
|
Net income (loss) |
$ |
38,793 |
|
|
|
$ |
11,298,524 |
|
|
$ |
11,337,317 |
|
|
$ |
(69,899 |
) |
|
nm |
|
|
Adjusted EBITDA1 |
$ |
194,753 |
|
|
|
$ |
68,097 |
|
|
$ |
262,850 |
|
|
$ |
254,784 |
|
|
3.2 |
% |
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined2 |
|
Predecessor Company |
|
|
|||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from January 1, 2019 through May 1, |
|
Six Months Ended June 30, |
|
Six Months Ended June 30, |
|
% |
|||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
|
Change |
|||||||||
|
Revenue |
$ |
635,646 |
|
|
|
$ |
1,073,471 |
|
|
$ |
1,709,117 |
|
|
$ |
1,664,536 |
|
|
2.7 |
% |
|
Operating income |
$ |
133,688 |
|
|
|
$ |
67,040 |
|
|
$ |
200,728 |
|
|
$ |
243,349 |
|
|
(17.5 |
)% |
|
Net income (loss) |
$ |
38,793 |
|
|
|
$ |
11,184,141 |
|
|
$ |
11,222,934 |
|
|
$ |
(486,893 |
) |
|
nm |
|
|
Adjusted EBITDA1 |
$ |
194,753 |
|
|
|
$ |
225,149 |
|
|
$ |
419,902 |
|
|
$ |
394,758 |
|
|
6.4 |
% |
Certain prior period amounts have been reclassified to conform to the 2019 presentation of financial information throughout the press release.
- See the end of this press release for reconciliations of (i) Adjusted EBITDA to net income (loss) and (ii) revenue, excluding political advertising revenue, to revenue. See also the definition of Adjusted EBITDA and Adjusted EBITDA margin under the Supplemental Disclosure section in this release.
- See Supplemental Disclosure Regarding Non-GAAP Financial Information.
As of June 30, 2019, we had 145,274,997 common shares and warrants outstanding, including 56,873,782 shares of Class A Common Stock, 6,947,567 shares of Class B Common Stock and 81,453,648 special warrants. The Class B Common Stock and the special warrants are convertible on a 1:1 basis into shares of Class A Common Stock, upon satisfaction of certain conditions.
Second Quarter 2019 Results
Revenue increased $21.6 million, or 2.4%, during the second quarter of 2019 as compared to the second quarter of 2018. Revenue increased as a result of higher digital revenue which increased $22.5 million driven by growth in podcasting, primarily as a result of our acquisition of Stuff Media in October 2018, as well as other digital revenue, including live radio and other on-demand services. Broadcast spot revenue decreased $7.8 million, primarily driven by an $8.1 million decrease in political revenue as a result of 2018 being a mid-term congressional election year, partially offset by increased programmatic buying by our national customers. Revenue from our Network businesses, including both Premiere and Total Traffic & Weather, increased $8.9 million, and Audio and Media Services revenue decreased $2.9 million as a result of a $4.1 million decrease in political revenue.
Direct operating expenses increased $13.1 million, or 5.0%, during the second quarter of 2019 as compared to the second quarter of 2018. Higher direct operating expenses were driven primarily by higher variable expenses, including digital royalties, content costs and production expenses from higher podcasting and digital subscription revenue. We also incurred a $1.2 million increase as a result of the application of fresh start accounting, and a $1.2 million increase due to the impact of the adoption of the new leasing standard in the first quarter of 2019. SG&A expenses increased $2.5 million, or 0.8%, during the second quarter of 2019 as compared to the second quarter of 2018. Higher employee costs, primarily driven by the acquisitions of Stuff Media and Jelli in the fourth quarter of 2018, were partially offset by lower commissions as a result of our revenue mix and by a $1.3 million impact as a result of the application of fresh start accounting.
Operating income increased $0.3 million, or 0.2%, during the second quarter of 2019 as compared to the second quarter of 2018.
Net income of $11.3 billion during the second quarter of 2019 was driven by a net gain of $9.5 billion recognized in relation to our emergence from bankruptcy and a $1.8 billion gain on disposal of our Outdoor business.
The Company's Adjusted EBITDA increased 3.2% to $262.9 million during the second quarter of 2019 as compared to the second quarter of 2018.
YTD 2019 Results
Revenue increased $44.6 million, or 2.7%, during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. The increase in revenue is primarily due to higher digital revenue of $39.1 million driven by growth in podcasting, primarily as a result of our acquisition of Stuff Media in October 2018, as well as other digital revenue, including live radio and other on-demand services and revenue from our Network businesses, including both Premiere and Total Traffic & Weather, which increased $15.0 million. Broadcast spot revenue decreased $10.7 million, primarily due to a $10.9 million decrease in political revenue as a result of 2018 being a mid-term congressional election year. Audio and Media Services revenue decreased $0.9 million due to a $5.1 million decrease in political revenue.
Direct operating expenses increased $39.2 million, or 7.8%, during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. Higher direct operating expenses were driven primarily by higher digital royalties, content costs and compensation-related expenses from higher podcasting and digital subscription revenue, as well as higher production costs related to our events, including the iHeartRadio Music Awards. We also incurred a $2.4 million increase in lease expense due to the impact of the adoption of the new leasing standard in the first quarter of 2019. SG&A expenses decreased $10.8 million, or 1.6%, during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. The decrease in our SG&A expenses was due to lower trade and barter expenses, primarily resulting from timing, partially offset by higher employee costs, primarily driven by the acquisitions of Stuff Media and Jelli in the fourth quarter of 2018.
Operating income decreased $42.6 million, or 17.5%, during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018 as a result of a $91.4 million non-cash impairment charge recorded in the first quarter of 2019.
Net income of $11.2 billion in the six months ended June 30, 2019 was driven by a net gain of $9.5 billion recognized in relation to our emergence from bankruptcy and a $1.8 billion gain on disposal of our Outdoor business.
The Company's Adjusted EBITDA increased 6.4% to $419.9 million during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018.
Liquidity and Financial Position
As of June 30, 2019, we had $127.2 million of cash on our balance sheet. We made cash interest payments of $137.5 million in the six months ended June 30, 2019 compared to $206.9 million in the six months ended June 30, 2018. For the six months ended June 30, 2019, cash provided by operating activities was $43.0 million, cash used for investing activities was $278.9 million and cash used for financing activities was $56.2 million.
Capital expenditures for the six months ended June 30, 2019 were $53.6 million compared to $27.3 million in the six months ended June 30, 2018. We estimate total capital expenditures for 2019 to be between $110 million and $120 million.
Our emergence from bankruptcy resulted in a new capital structure with significantly lower levels of long-term debt and a corresponding decrease in debt service requirements after emergence compared to historical debt levels. Our consolidated long-term debt decreased from $20.5 billion to approximately $5.8 billion.
Our primary sources of liquidity are cash on hand, which consisted of $127.2 million as of June 30, 2019, cash flow from operations and borrowing capacity under our ABL Facility. As of June 30, 2019, we had no borrowings outstanding under the ABL Facility, a borrowing base of $450.0 million and $59.2 million of outstanding letters of credit, resulting in $390.8 million of excess availability. We expect that our primary uses of liquidity will be to fund our working capital, make interest payments and voluntary prepayments of principal payments on our long-term debt, capital expenditures and other obligations.
Over the past ten years, we have transitioned our Audio business from a single platform radio broadcast operator to a company with multiple platforms including podcasting, networks and live events. We have also invested in numerous technologies and businesses to increase the competitiveness of our inventory with our advertisers and our audience. We believe that our ability to generate cash flow from operations from these business initiatives and borrowing capacity under our ABL Facility, taken together, will provide sufficient resources to operate our businesses, fund capital expenditures and other obligations and make principal and interest payments on our long-term debt that will ultimately de-lever our balance sheet over time.
On August 7, 2019, we completed the sale of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 (the "Notes") in a private placement. We used the net proceeds from the Notes, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under our Term Loan Facility. Our Term Loan Facility called for quarterly principal payments of approximately $8.75 million in addition to interest payments at LIBOR + 4.00%. As a result of our $740 million pre-payment, no such principal payments are required for the remaining term of the Term Loan Facility - resulting in an approximately $35 million annual reduction in required debt service payments. In addition, annual cash interest payments are expected to be approximately $7 million lower than would have been required before the refinancing transaction.
Comparison of operating performance:
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined2 |
|
Predecessor Company |
|
|
|||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from April 1, 2019 through May 1, |
|
Three Months Ended June 30, |
|
Three Months Ended June 30, |
|
% |
|||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
|
Change |
|||||||||
|
Revenue |
$ |
635,646 |
|
|
|
$ |
277,674 |
|
|
$ |
913,320 |
|
|
$ |
891,764 |
|
|
2.4 |
% |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Direct operating expenses (excludes depreciation and amortization) |
184,291 |
|
|
|
92,581 |
|
|
276,872 |
|
|
263,752 |
|
|
5.0 |
% |
||||
|
Selling, general and administrative expenses (excludes depreciation and amortization) |
227,140 |
|
|
|
103,552 |
|
|
330,692 |
|
|
328,200 |
|
|
0.8 |
% |
||||
|
Corporate expenses (excludes depreciation and amortization) |
34,390 |
|
|
|
18,979 |
|
|
53,369 |
|
|
52,478 |
|
|
1.7 |
% |
||||
|
Depreciation and amortization |
59,383 |
|
|
|
14,544 |
|
|
73,927 |
|
|
64,877 |
|
|
|
|||||
|
Impairment charges |
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|||||
|
Other operating income (expense), net |
3,246 |
|
|
|
(127 |
) |
|
3,119 |
|
|
(1,218 |
) |
|
|
|||||
|
Operating income |
$ |
133,688 |
|
|
|
$ |
47,891 |
|
|
$ |
181,579 |
|
|
$ |
181,239 |
|
|
|
|
|
Depreciation and amortization |
59,383 |
|
|
|
14,544 |
|
|
73,927 |
|
|
64,877 |
|
|
|
|||||
|
Other operating expense (income), net |
(3,246 |
) |
|
|
127 |
|
|
(3,119 |
) |
|
1,218 |
|
|
|
|||||
|
Non-cash compensation expense |
1,889 |
|
|
|
5,430 |
|
|
7,319 |
|
|
6,856 |
|
|
|
|||||
|
Restructuring and reorganization expenses |
3,039 |
|
|
|
105 |
|
|
3,144 |
|
|
594 |
|
|
|
|||||
|
Adjusted EBITDA1 |
194,753 |
|
|
|
68,097 |
|
|
262,850 |
|
|
254,784 |
|
|
|
|||||
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined2 |
|
Predecessor Company |
|
|
|||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from January 1, 2019 through May 1, |
|
Six Months Ended June 30, |
|
Six Months Ended June 30, |
|
% |
|||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
|
Change |
|||||||||
|
Revenue |
$ |
635,646 |
|
|
|
$ |
1,073,471 |
|
|
$ |
1,709,117 |
|
|
$ |
1,664,536 |
|
|
2.7 |
% |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Direct operating expenses (excludes depreciation and amortization) |
184,291 |
|
|
|
359,696 |
|
|
543,987 |
|
|
504,818 |
|
|
7.8 |
% |
||||
|
Selling, general and administrative expenses (excludes depreciation and amortization) |
227,140 |
|
|
|
436,345 |
|
|
663,485 |
|
|
674,292 |
|
|
(1.6 |
)% |
||||
|
Corporate expenses (excludes depreciation and amortization) |
34,390 |
|
|
|
66,020 |
|
|
100,410 |
|
|
105,376 |
|
|
(4.7 |
)% |
||||
|
Depreciation and amortization |
59,383 |
|
|
|
52,834 |
|
|
112,217 |
|
|
132,251 |
|
|
|
|||||
|
Impairment charges |
— |
|
|
|
91,382 |
|
|
91,382 |
|
|
— |
|
|
|
|||||
|
Other operating income (expense), net |
3,246 |
|
|
|
(154 |
) |
|
3,092 |
|
|
(4,450 |
) |
|
|
|||||
|
Operating income |
$ |
133,688 |
|
|
|
$ |
67,040 |
|
|
$ |
200,728 |
|
|
$ |
243,349 |
|
|
|
|
|
Depreciation and amortization |
59,383 |
|
|
|
52,834 |
|
|
112,217 |
|
|
132,251 |
|
|
|
|||||
|
Impairment |
— |
|
|
|
91,382 |
|
|
91,382 |
|
|
— |
|
|
|
|||||
|
Other operating expense (income), net |
(3,246 |
) |
|
|
154 |
|
|
(3,092 |
) |
|
4,450 |
|
|
|
|||||
|
Non-cash compensation expense |
1,889 |
|
|
|
13,241 |
|
|
15,130 |
|
|
13,536 |
|
|
|
|||||
|
Restructuring and reorganization expenses
|
3,039 |
|
|
|
498 |
|
|
3,537 |
|
|
1,172 |
|
|
|
|||||
|
Adjusted EBITDA1 |
$ |
194,753 |
|
|
|
$ |
225,149 |
|
|
$ |
419,902 |
|
|
$ |
394,758 |
|
|
|
|
Certain prior period amounts have been reclassified to conform to the 2019 presentation of financial information throughout the press release.
- See the end of this press release for reconciliations of (i) Adjusted EBITDA to net income (loss) and (ii) revenue, excluding political advertising revenue, to revenue. See also the definition of Adjusted EBITDA under the Supplemental Disclosure section in this release.
- See Supplemental Disclosure Regarding Non-GAAP Financial Information.
TABLE 1 - Statements of Operations
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined |
|
Predecessor Company |
||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from April 1, 2019 through May 1, |
|
Three Months Ended June 30, |
|
Three Months Ended June 30, |
||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
||||||||
|
Revenue |
$ |
635,646 |
|
|
|
$ |
277,674 |
|
|
$ |
913,320 |
|
|
$ |
891,764 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
||||||||
|
Direct operating expenses (excludes depreciation and amortization) |
184,291 |
|
|
|
92,581 |
|
|
276,872 |
|
|
263,752 |
|
||||
|
Selling, general and administrative expenses (excludes depreciation and amortization) |
227,140 |
|
|
|
103,552 |
|
|
330,692 |
|
|
328,200 |
|
||||
|
Corporate expenses (excludes depreciation and amortization) |
34,390 |
|
|
|
18,979 |
|
|
53,369 |
|
|
52,478 |
|
||||
|
Depreciation and amortization |
59,383 |
|
|
|
14,544 |
|
|
73,927 |
|
|
64,877 |
|
||||
|
Other operating income (expense), net |
3,246 |
|
|
|
(127 |
) |
|
3,119 |
|
|
(1,218 |
) |
||||
|
Operating income |
133,688 |
|
|
|
47,891 |
|
|
181,579 |
|
|
181,239 |
|
||||
|
Interest expense |
69,711 |
|
|
|
(400 |
) |
|
69,311 |
|
|
10,613 |
|
||||
|
Loss on investments, net |
— |
|
|
|
— |
|
|
— |
|
|
9,175 |
|
||||
|
Equity in loss of nonconsolidated affiliates |
(24 |
) |
|
|
(59 |
) |
|
(83 |
) |
|
(32 |
) |
||||
|
Other income (expense), net |
(9,157 |
) |
|
|
150 |
|
|
(9,007 |
) |
|
(2,058 |
) |
||||
|
Reorganization items, net |
— |
|
|
|
9,497,944 |
|
|
9,497,944 |
|
|
(68,740 |
) |
||||
|
Income from continuing operations before income taxes |
54,796 |
|
|
|
9,546,326 |
|
|
9,601,122 |
|
|
108,971 |
|
||||
|
Income tax benefit (expense) |
(16,003 |
) |
|
|
(100,289 |
) |
|
(116,292 |
) |
|
(142,032 |
) |
||||
|
Income (loss) from continuing operations |
38,793 |
|
|
|
9,446,037 |
|
|
9,484,830 |
|
|
(33,061 |
) |
||||
|
Income (loss) from discontinued operations, net of tax |
— |
|
|
|
1,854,677 |
|
|
1,854,677 |
|
|
(33,229 |
) |
||||
|
Net income (loss) |
38,793 |
|
|
|
11,300,714 |
|
|
11,339,507 |
|
|
(66,290 |
) |
||||
|
Less amount attributable to noncontrolling interest |
— |
|
|
|
2,190 |
|
|
2,190 |
|
|
3,609 |
|
||||
|
Net income (loss) attributable to the Company |
$ |
38,793 |
|
|
|
$ |
11,298,524 |
|
|
$ |
11,337,317 |
|
|
$ |
(69,899 |
) |
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined |
|
Predecessor Company |
||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from January 1, 2019 through May 1, |
|
Six Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
||||||||
|
Revenue |
$ |
635,646 |
|
|
|
$ |
1,073,471 |
|
|
$ |
1,709,117 |
|
|
$ |
1,664,536 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
||||||||
|
Direct operating expenses (excludes depreciation and amortization) |
184,291 |
|
|
|
359,696 |
|
|
543,987 |
|
|
504,818 |
|
||||
|
Selling, general and administrative expenses (excludes depreciation and amortization) |
227,140 |
|
|
|
436,345 |
|
|
663,485 |
|
|
674,292 |
|
||||
|
Corporate expenses (excludes depreciation and amortization) |
34,390 |
|
|
|
66,020 |
|
|
100,410 |
|
|
105,376 |
|
||||
|
Depreciation and amortization |
59,383 |
|
|
|
52,834 |
|
|
112,217 |
|
|
132,251 |
|
||||
|
Impairment charges |
— |
|
|
|
91,382 |
|
|
91,382 |
|
|
— |
|
||||
|
Other operating income (expense), net |
3,246 |
|
|
|
(154 |
) |
|
3,092 |
|
|
(4,450 |
) |
||||
|
Operating income |
133,688 |
|
|
|
67,040 |
|
|
200,728 |
|
|
243,349 |
|
||||
|
Interest expense |
69,711 |
|
|
|
(499 |
) |
|
69,212 |
|
|
331,746 |
|
||||
|
Loss on investments, net |
— |
|
|
|
(10,237 |
) |
|
(10,237 |
) |
|
9,175 |
|
||||
|
Equity in loss of nonconsolidated affiliates |
(24 |
) |
|
|
(66 |
) |
|
(90 |
) |
|
(63 |
) |
||||
|
Other expense, net |
(9,157 |
) |
|
|
23 |
|
|
(9,134 |
) |
|
(22,474 |
) |
||||
|
Reorganization items, net |
— |
|
|
|
9,461,826 |
|
|
9,461,826 |
|
|
(260,795 |
) |
||||
|
Income (loss) from continuing operations before income taxes |
54,796 |
|
|
|
9,519,085 |
|
|
9,573,881 |
|
|
(362,554 |
) |
||||
|
Income tax benefit (expense) |
(16,003 |
) |
|
|
(39,095 |
) |
|
(55,098 |
) |
|
20,701 |
|
||||
|
Income (loss) from continuing operations |
38,793 |
|
|
|
9,479,990 |
|
|
9,518,783 |
|
|
(341,853 |
) |
||||
|
Loss from discontinued operations, net of tax |
— |
|
|
|
1,685,123 |
|
|
1,685,123 |
|
|
(157,477 |
) |
||||
|
Net income (loss) |
38,793 |
|
|
|
11,165,113 |
|
|
11,203,906 |
|
|
(499,330 |
) |
||||
|
Less amount attributable to noncontrolling interest |
— |
|
|
|
(19,028 |
) |
|
(19,028 |
) |
|
(12,437 |
) |
||||
|
Net income (loss) attributable to the Company |
$ |
38,793 |
|
|
|
$ |
11,184,141 |
|
|
$ |
11,222,934 |
|
|
$ |
(486,893 |
) |
TABLE 2 - Selected Balance Sheet Information
Selected balance sheet information for June 30, 2019 and December 31, 2018:
|
|
Successor Company |
|
|
Predecessor Company |
||||
|
(In millions) |
June 30, 2019 |
|
|
December 31, 2018 |
||||
|
Cash |
$ |
127.2 |
|
|
|
$ |
224.0 |
|
|
Total Current Assets |
1,113.7 |
|
|
|
2,235.0 |
|
||
|
Net Property, Plant and Equipment |
834.2 |
|
|
|
502.2 |
|
||
|
Total Assets |
10,997.8 |
|
|
|
12,269.5 |
|
||
|
Current Liabilities (excluding current portion of long-term debt) |
672.2 |
|
|
|
1,201.5 |
|
||
|
Long-term Debt (including current portion of long-term debt) |
5,810.5 |
|
|
|
46.1 |
|
||
|
Shareholders’ Equity (Deficit) |
2,820.0 |
|
|
|
(11,560.3 |
) |
||
Included within the Predecessor Company's Consolidated Balance Sheet as of December 31, 2018 were current assets, long-term assets, current liabilities and long-term liabilities of $1,015.8 million, $3,351.5 million, $729.8 million and $5,872.3 million, respectively, of the Company's Outdoor business classified as discontinued operations.
At June 30, 2019 and December 31, 2018, iHeartMedia, Inc. had total debt and cash and cash equivalents of:
|
(In millions) |
Successor Company |
|
|
Predecessor Company |
||||
|
|
June 30, 2019 |
|
|
December 31, 2018 |
||||
|
Term Loan Facility due 2026(1) |
$ |
3,498.2 |
|
|
|
$ |
— |
|
|
Debtors-in-Possession Facility(2) |
— |
|
|
|
— |
|
||
|
Asset-based Revolving Credit Facility due 2023(2) |
— |
|
|
|
— |
|
||
|
6.375% Senior Secured Notes due 2026 |
800.0 |
|
|
|
— |
|
||
|
Other Secured Subsidiary Debt |
4.4 |
|
|
|
— |
|
||
|
Total Secured Debt |
4,302.6 |
|
|
|
— |
|
||
|
|
|
|
|
|
||||
|
8.375% Senior Unsecured Notes due 2027 |
1,450.0 |
|
|
|
— |
|
||
|
Other Subsidiary Debt |
57.9 |
|
|
|
46.1 |
|
||
|
Purchase accounting adjustments and original issue discount |
— |
|
|
|
— |
|
||
|
Long-term debt fees |
— |
|
|
|
— |
|
||
|
Liabilities subject to compromise(3) |
— |
|
|
|
15,149.5 |
|
||
|
Total Debt |
5,810.5 |
|
|
|
15,195.6 |
|
||
|
Less: Cash and cash equivalents |
127.2 |
|
|
|
224.0 |
|
||
|
|
$ |
5,683.3 |
|
|
|
$ |
14,971.6 |
|
1On August 7, 2019, we completed the sale of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 (the "Notes") in a private placement. We used the net proceeds from the Notes, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under our term loan facility.
2The Debtors-in-Possession Facility (the "DIP Facility"), which terminated with our emergence from the Chapter 11 Cases, provided for borrowings of up to $450.0 million. Upon the effectiveness of the Plan of Reorganization on May 1, 2019, the DIP Facility was repaid and canceled and we entered into the Asset-based Revolving Credit Facility (the "ABL Facility"). As of June 30, 2019, we had a facility size of $450.0 million under iHeartCommunications' ABL Facility, had no outstanding borrowings and had $59.2 million of outstanding letters of credit, resulting in $390.8 million of excess availability.
3In connection with our Chapter 11 Cases, the $6.3 billion outstanding under the Senior Secured Credit Facilities, the $1,999.8 million outstanding under the 9.0% Priority Guarantee Notes due 2019, the $1,750.0 million outstanding under the 9.0% Priority Guarantee Notes due 2021, the $870.5 million of 11.25% Priority Guarantee Notes due 2021, the $1,000.0 million outstanding under the 9.0% Priority Guarantee Notes due 2022, the $950.0 million outstanding under the 10.625% Priority Guarantee Notes due 2023, $6.0 million outstanding Other Secured Subsidiary Debt, the $1,781.6 million outstanding under the 14.0% Senior Notes due 2021, the $475.0 million outstanding under the Legacy Notes and $10.8 million outstanding Other Subsidiary Debt were reclassified to Liabilities subject to compromise in our Consolidated Balance Sheet during the Predecessor period.
The current portion of long-term debt was $53.4 million and $46.1 million as of June 30, 2019 and December 31, 2018, respectively.
On May 1, 2019, in accordance with the Plan of Reorganization iHeart Operations, Inc., a wholly-owned subsidiary, issued and sold 60,000 shares of Series A Perpetual Preferred Stock for net proceeds of $58.4 million. The Series A Preferred Stock is mandatorily redeemable in ten years and is therefore classified as debt on our balance sheet, with dividends treated as interest expense.
Supplemental Disclosure Regarding Non-GAAP Financial Information
The following tables set forth the Company’s Adjusted EBITDA for the three months and six months ended June 30, 2019 and 2018. Adjusted EBITDA is defined as consolidated Operating income adjusted to exclude restructuring and reorganization expenses included within Direct operating expenses, Selling, General and Administrative expenses, (“SG&A”) and Corporate expenses and non-cash compensation expenses included within Corporate expenses, as well as the following line items presented in our Statements of Operations: Depreciation and amortization; Impairment charges; and Other operating income (expense), net. Alternatively, Adjusted EBITDA is calculated as Consolidated net income (loss), adjusted to exclude Income tax (benefit) expense, Interest expense, Depreciation and amortization, Reorganization items, net, Other (income) expense, net, Loss on investments, net, Equity in earnings (loss) of nonconsolidated affiliates, Impairment charges, Other operating (income) expense, net, share-based compensation, and restructuring and reorganization expenses. Restructuring expenses primarily include severance expenses incurred in connection with cost savings initiatives and other expenses for matters management does not believe to be indicative of on-going operations. Reorganization expenses primarily include the amortization of retention bonus amounts paid or payable to certain members of management directly as a result of the Reorganization.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.
The Company uses Adjusted EBITDA and Adjusted EBITDA margin, among other measures, to evaluate the Company’s operating performance. Adjusted EBITDA is among the primary measures used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management. We believe this measure is an important indicator of the Company’s operational strength and performance of its business because it provides a link between operational performance and operating income. It is also a primary measure used by management in evaluating companies as potential acquisition targets.
The Company believes the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by the Company’s management. The Company believes it helps improve investors’ ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that have different capital structures or tax rates. In addition, the Company believes this measure is also among the primary measures used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry.
Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, operating income as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. Adjusted EBITDA is not necessarily a measure of the Company’s ability to fund its cash needs. As it excludes certain financial information compared with operating income, the most directly comparable GAAP financial measure, users of this financial information should consider the types of events and transactions which are excluded.
The Company presents revenue, excluding the effects of political revenue. Due to the cyclical nature of the electoral system and the seasonality of the related political revenue, management believes presenting revenue, excluding the effects of political revenue, provides additional information to investors about the Company’s revenue growth from period to period.
Since these non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, the most directly comparable GAAP financial measures as an indicator of operating performance.
As required by the SEC rules, the Company provides reconciliations below to the most directly comparable amounts reported under GAAP, including (i) Adjusted EBITDA to net income (loss) and (ii) revenue, excluding political advertising revenue, to revenue.
Predecessor - Successor Presentation
Our financial results for the periods from April 1, 2019 through May 1, 2019, from January 1, 2019 through May 1, 2019 and for the three and six months ended June 30, 2018 are referred to as those of the “Predecessor” period. Our financial results for the period from May 2, 2019 through June 30, 2019 are referred to as those of the “Successor” period. Our results of operations as reported in our Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report on our results for the period from April 1, 2019 through May 1, 2019, from January 1, 2019 through May 1, 2019 and the period from May 2, 2019 through June 30, 2019 separately, management views the Company’s operating results for the three and six months ended June 30, 2019 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods.
The Company cannot adequately benchmark the operating results of the period from May 2, 2019 through June 30, 2019 against any of the previous periods reported in its Consolidated Financial Statements without combining it with the period from April 1, 2019 through May 1, 2019 and the period from January 1, 2019 through May 1, 2019 and does not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding the Company’s overall operating performance. Management believes that the key performance metrics such as revenue, operating income and Adjusted EBITDA for the Successor period when combined with the Predecessor period provides more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting our results of operations as reported in our Consolidated Financial Statements in accordance with GAAP, the tables and discussion included within this release also present the combined results for the three and six months ended June 30, 2019.
The combined results for the three months ended June 30, 2019, which we refer to herein as the results for the "three months ended June 30, 2019" represent the sum of the reported amounts for the Predecessor period from April 1, 2019 through May 1, 2019 and the Successor period from May 2, 2019 through June 30, 2019. The combined results for the six months ended June 30, 2019, which we refer to herein as the results for the "six months ended June 30, 2019" represent the sum of the reported amounts for the Predecessor period from January 1, 2019 through May 1, 2019 and the Successor period from May 2, 2019 through June 30, 2019. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from bankruptcy and may not be indicative of future results.
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined |
|
Predecessor Company |
||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from April 1, 2019 through May 1, |
|
Three Months Ended June 30, |
|
Three Months Ended June 30, |
||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
||||||||
|
Net income (loss) |
$ |
38,793 |
|
|
|
$ |
11,300,714 |
|
|
$ |
11,339,507 |
|
|
$ |
(66,290 |
) |
|
(Income) loss from discontinued operations, net of tax |
— |
|
|
|
(1,854,677 |
) |
|
(1,854,677 |
) |
|
33,229 |
|
||||
|
Income tax (benefit) expense |
16,003 |
|
|
|
100,289 |
|
|
116,292 |
|
|
142,032 |
|
||||
|
Interest expense |
69,711 |
|
|
|
(400 |
) |
|
69,311 |
|
|
10,613 |
|
||||
|
Depreciation and amortization |
59,383 |
|
|
|
14,544 |
|
|
73,927 |
|
|
64,877 |
|
||||
|
EBITDA from continuing operations |
$ |
183,890 |
|
|
|
$ |
9,560,470 |
|
|
$ |
9,744,360 |
|
|
$ |
184,461 |
|
|
Reorganization items, net |
— |
|
|
|
(9,497,944 |
) |
|
(9,497,944 |
) |
|
68,740 |
|
||||
|
(Gain) loss on investments, net |
— |
|
|
|
— |
|
|
— |
|
|
(9,175 |
) |
||||
|
Other (income) expense, net |
9,157 |
|
|
|
(150 |
) |
|
9,007 |
|
|
2,058 |
|
||||
|
Equity in (earnings) loss of nonconsolidated affiliates |
24 |
|
|
|
59 |
|
|
83 |
|
|
32 |
|
||||
|
Impairment charges |
— |
|
|
|
— |
|
|
— |
|
|
— |
|
||||
|
Other operating (income) expense, net |
(3,246 |
) |
|
|
127 |
|
|
(3,119 |
) |
|
1,218 |
|
||||
|
Share-based compensation |
3,039 |
|
|
|
105 |
|
|
3,144 |
|
|
594 |
|
||||
|
Restructuring and reorganization expenses |
1,889 |
|
|
|
5,430 |
|
|
7,319 |
|
|
6,856 |
|
||||
|
Adjusted EBITDA from continuing operations |
$ |
194,753 |
|
|
|
$ |
68,097 |
|
|
$ |
262,850 |
|
|
$ |
254,784 |
|
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined |
|
Predecessor Company |
||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from January 1, 2019 through May 1, |
|
Six Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
||||||||
|
Net income (loss) |
$ |
38,793 |
|
|
|
$ |
11,165,113 |
|
|
$ |
11,203,906 |
|
|
$ |
(499,330 |
) |
|
(Income) loss from discontinued operations, net of tax |
— |
|
|
|
(1,685,123 |
) |
|
(1,685,123 |
) |
|
157,477 |
|
||||
|
Income tax (benefit) expense |
16,003 |
|
|
|
39,095 |
|
|
55,098 |
|
|
(20,701 |
) |
||||
|
Interest expense |
69,711 |
|
|
|
(499 |
) |
|
69,212 |
|
|
331,746 |
|
||||
|
Depreciation and amortization |
59,383 |
|
|
|
52,834 |
|
|
112,217 |
|
|
132,251 |
|
||||
|
EBITDA from continuing operations |
$ |
183,890 |
|
|
|
$ |
9,571,420 |
|
|
$ |
9,755,310 |
|
|
$ |
101,443 |
|
|
Reorganization items, net |
— |
|
|
|
(9,461,826 |
) |
|
(9,461,826 |
) |
|
260,795 |
|
||||
|
(Gain) loss on investments, net |
— |
|
|
|
10,237 |
|
|
10,237 |
|
|
(9,175 |
) |
||||
|
Other (income) expense, net |
9,157 |
|
|
|
(23 |
) |
|
9,134 |
|
|
22,474 |
|
||||
|
Equity in (earnings) loss of nonconsolidated affiliates |
24 |
|
|
|
66 |
|
|
90 |
|
|
63 |
|
||||
|
Impairment charges |
— |
|
|
|
91,382 |
|
|
91,382 |
|
|
— |
|
||||
|
Other operating (income) expense, net |
(3,246 |
) |
|
|
154 |
|
|
(3,092 |
) |
|
4,450 |
|
||||
|
Share-based compensation |
3,039 |
|
|
|
498 |
|
|
3,537 |
|
|
1,172 |
|
||||
|
Restructuring and reorganization expenses |
1,889 |
|
|
|
13,241 |
|
|
15,130 |
|
|
13,536 |
|
||||
|
Adjusted EBITDA from continuing operations |
$ |
194,753 |
|
|
|
$ |
225,149 |
|
|
$ |
419,902 |
|
|
$ |
394,758 |
|
Reconciliation of Revenue, excluding Political Advertising Revenue, to Revenue
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined |
|
Predecessor Company |
|
|
|||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from April 1, 2019 through May 1, |
|
Three Months Ended June 30, |
|
Three Months Ended June 30, |
|
% |
|||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
|
||||||||||
|
Consolidated revenue |
$ |
635,646 |
|
|
|
$ |
277,674 |
|
|
$ |
913,320 |
|
|
$ |
891,764 |
|
|
2.4 |
% |
|
Excluding: Political revenue |
(3,196 |
) |
|
|
(1,696 |
) |
|
(4,892 |
) |
|
(17,088 |
) |
|
|
|||||
|
Consolidated revenue, excluding effects of political revenue |
$ |
632,450 |
|
|
|
$ |
275,978 |
|
|
$ |
908,428 |
|
|
$ |
874,676 |
|
|
3.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Audio revenue |
$ |
596,230 |
|
|
|
$ |
260,461 |
|
|
$ |
856,691 |
|
|
$ |
831,948 |
|
|
3.0 |
% |
|
Excluding: Political revenue |
(2,669 |
) |
|
|
(1,360 |
) |
|
(4,029 |
) |
|
(12,112 |
) |
|
|
|||||
|
Audio revenue excluding, effects of political revenue |
$ |
593,561 |
|
|
|
$ |
259,101 |
|
|
$ |
852,662 |
|
|
$ |
819,836 |
|
|
4.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Audio & media services revenue |
$ |
40,537 |
|
|
|
$ |
17,970 |
|
|
$ |
58,507 |
|
|
$ |
61,417 |
|
|
(4.7 |
)% |
|
Excluding: Political revenue |
(527 |
) |
|
|
(336 |
) |
|
(863 |
) |
|
(4,976 |
) |
|
|
|||||
|
Audio & media services revenue, excluding effects of political revenue |
$ |
40,010 |
|
|
|
$ |
17,634 |
|
|
$ |
57,644 |
|
|
$ |
56,441 |
|
|
2.1 |
% |
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined |
|
Predecessor Company |
|
|
|||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from January 1, 2019 through May 1, |
|
Six Months Ended June 30, |
|
Six Months Ended June 30, |
|
% Change |
|||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
|
||||||||||
|
Consolidated revenue |
$ |
635,646 |
|
|
|
$ |
1,073,471 |
|
|
$ |
1,709,117 |
|
|
$ |
1,664,536 |
|
|
2.7 |
% |
|
Excluding: Political revenue |
(3,196 |
) |
|
|
(4,777 |
) |
|
(7,973 |
) |
|
(24,084 |
) |
|
|
|||||
|
Consolidated revenue, excluding effects of political revenue |
$ |
632,450 |
|
|
|
$ |
1,068,694 |
|
|
$ |
1,701,144 |
|
|
$ |
1,640,452 |
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Audio revenue |
$ |
596,230 |
|
|
|
$ |
1,006,677 |
|
|
$ |
1,602,907 |
|
|
$ |
1,557,050 |
|
|
2.9 |
% |
|
Excluding: Political revenue |
(2,669 |
) |
|
|
(3,980 |
) |
|
(6,649 |
) |
|
(17,558 |
) |
|
|
|||||
|
Audio revenue excluding, effects of political revenue |
$ |
593,561 |
|
|
|
$ |
1,002,697 |
|
|
$ |
1,596,258 |
|
|
$ |
1,539,492 |
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Audio & media services revenue |
$ |
40,537 |
|
|
|
$ |
69,362 |
|
|
$ |
109,899 |
|
|
$ |
110,759 |
|
|
(0.8 |
)% |
|
Excluding: Political revenue |
(527 |
) |
|
|
(797 |
) |
|
(1,324 |
) |
|
(6,526 |
) |
|
|
|||||
|
Audio & media services revenue, excluding effects of political revenue |
$ |
40,010 |
|
|
|
$ |
68,565 |
|
|
$ |
108,575 |
|
|
$ |
104,233 |
|
|
4.2 |
% |
The tables below present the comparison of our historical revenue streams for the periods presented:
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined |
|
Predecessor Company |
|
|
|||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from April 1, 2019 through May 1, |
|
Three Months Ended June 30, |
|
Three Months Ended June 30, |
|
% |
|||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
|
Change |
|||||||||
|
Broadcast Radio |
$ |
390,540 |
|
|
|
$ |
170,632 |
|
|
$ |
561,172 |
|
|
$ |
568,968 |
|
|
(1.4 |
)% |
|
Digital |
64,238 |
|
|
|
26,840 |
|
|
91,078 |
|
|
68,574 |
|
|
32.8 |
% |
||||
|
Networks |
105,426 |
|
|
|
50,889 |
|
|
156,315 |
|
|
146,981 |
|
|
6.4 |
% |
||||
|
Sponsorship and Events |
31,790 |
|
|
|
10,617 |
|
|
42,407 |
|
|
41,256 |
|
|
2.8 |
% |
||||
|
Audio and Media Services |
40,537 |
|
|
|
17,970 |
|
|
58,507 |
|
|
61,417 |
|
|
(4.7 |
)% |
||||
|
Other |
4,236 |
|
|
|
1,483 |
|
|
5,719 |
|
|
6,169 |
|
|
(7.3 |
)% |
||||
|
Eliminations |
(1,121 |
) |
|
|
(757 |
) |
|
(1,878 |
) |
|
(1,601 |
) |
|
|
|||||
|
Revenue, total |
$ |
635,646 |
|
|
|
$ |
277,674 |
|
|
$ |
913,320 |
|
|
$ |
891,764 |
|
|
2.4 |
% |
|
(In thousands) |
Successor Company |
|
|
Predecessor Company |
|
Non-GAAP Combined |
|
Predecessor Company |
|
|
|||||||||
|
|
Period from May 2, 2019 through June 30, |
|
|
Period from January 1, 2019 through May 1, |
|
Six Months Ended June 30, |
|
Six Months Ended June 30, |
|
% |
|||||||||
|
|
2019 |
|
|
2019 |
|
2019 |
|
2018 |
|
Change |
|||||||||
|
Broadcast Radio |
$ |
390,540 |
|
|
|
$ |
657,864 |
|
|
$ |
1,048,404 |
|
|
$ |
1,059,111 |
|
|
(1.0 |
)% |
|
Digital |
64,238 |
|
|
|
102,789 |
|
|
167,027 |
|
|
127,941 |
|
|
30.6 |
% |
||||
|
Networks |
105,426 |
|
|
|
189,088 |
|
|
294,514 |
|
|
279,032 |
|
|
5.5 |
% |
||||
|
Sponsorship and Events |
31,790 |
|
|
|
50,330 |
|
|
82,120 |
|
|
79,148 |
|
|
3.8 |
% |
||||
|
Audio and Media Services |
40,537 |
|
|
|
69,362 |
|
|
109,899 |
|
|
110,759 |
|
|
(0.8 |
)% |
||||
|
Other |
4,236 |
|
|
|
6,606 |
|
|
10,842 |
|
|
11,818 |
|
|
(8.3 |
)% |
||||
|
Eliminations |
(1,121 |
) |
|
|
(2,568 |
) |
|
(3,689 |
) |
|
(3,273 |
) |
|
|
|||||
|
Revenue, total |
$ |
635,646 |
|
|
|
$ |
1,073,471 |
|
|
$ |
1,709,117 |
|
|
$ |
1,664,536 |
|
|
2.7 |
% |
iHeartMedia, Inc. will host a conference call to discuss results on August 15, 2019, at 8:30 a.m. Eastern Time. The conference call number is (800) 230-1059 (U.S. callers) and (612) 234-9959 (International callers) and the passcode for both is 470499. A live audio webcast of the conference call will also be available on the Investors homepage of iHeartMedia's website investor.iheartmedia.com. After the live conference call, a replay will be available for a period of thirty days. The replay numbers are (800) 475-6701 (U.S. callers) and (320) 365-3844 (International callers) and the passcode for both is 470799. An archive of the webcast will be available beginning 24 hours after the call for a period of thirty days.
Certain statements herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of iHeartMedia, Inc. and its subsidiaries, including iHeartMedia Capital I, LLC and iHeartCommunications, Inc., to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,” “believe,” “expect,” “anticipate,” “estimates,” “forecast” and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about our business plans, strategies and initiatives, our expectations about certain markets and our liquidity, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date hereof. Various risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Item 1A. Risk Factors” of iHeartMedia, Inc.’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
iHeartMedia, Inc. to Report Quarterly Financial Results on August 15, 2019
New York, NY -- August 2, 2019—iHeartMedia, Inc. (NASDAQ: IHRT) announced today that on Thursday, August 15, 2019, it will issue financial results for the quarter ending June 30, 2019. The company will conduct a conference call at 8:30 a.m. (ET), following the release of its earnings announcement.
A live audio webcast of the call will be available on the Investors homepage of iHeartMedia’s website (https://investor.iheartmedia.com/) beginning at 8:30 a.m. (ET) on August 15th. The conference call can also be accessed by dialing (800) 230-1059 (domestic) or (612) 234-9959 (international) using PIN number 470499. Please call five minutes in advance to ensure that you are connected prior to the call.
An audio replay of the call will be available beginning at 10:30 a.m. (ET) on August 15th in the Events & Presentations section of iHeartMedia’s Investors home page, and at (800) 475-6701 (domestic) or (320) 365-3844 (international) using PIN number 470499.
The earnings release and any other information related to the call will be accessible on the Investors home page of iHeartMedia’s website.
iHeartMedia, Inc. Announces Upsize and Pricing of Offering of 5.25% Senior Secured Notes Due 2027
San Antonio, TX, August 1, 2019 – iHeartMedia, Inc. (NASDAQ: IHRT) (the “Company”) announced today that its indirect, wholly-owned subsidiary, iHeartCommunications, Inc. (“iHeartCommunications”), upsized and priced an offering of $750,000,000 aggregate principal amount of 5.25% Senior Secured Notes due 2027 (the “Notes”), an upsize of $250,000,000 over the amount previously announced. The issuance and sale of the Notes is expected to be completed on August 7, 2019, subject to customary closing conditions.
The Notes will be guaranteed on a senior secured basis by iHeartCommunications’ direct parent, iHeartMedia Capital I, LLC, and the subsidiaries of iHeartCommunications that guarantee iHeartCommunications’ term loan facility. The Notes and the related guarantees will be secured, subject to permitted liens and certain other exceptions, by a first priority lien on substantially all of the assets of iHeartCommunications and the guarantors (other than accounts receivable and related assets), and by a second priority lien on accounts receivable and related assets.
iHeartCommunications intends to use the proceeds from the Notes, together with cash on hand, to prepay at par a portion of the outstanding borrowings under its term loan facility, to pay accrued and unpaid interest thereon to, but excluding, the date of prepayment, and to pay fees and expenses related to the offering of the Notes and the use of proceeds therefrom.
The Notes and related guarantees will be offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities and foreign securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes or any other securities. The offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “intend,” “expect,” “believe,” “would,” “estimate,” “continue,” or “future,” or the negative or other variations thereof or comparable terminology. These forward-looking statements are based on current expectations and projections about future events. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements.
iHeartMedia, Inc. Announces Proposed Private Offering Of Senior Secured Notes
San Antonio, TX, August 1, 2019– iHeartMedia, Inc. (NASDAQ: IHRT) announced today that its indirect, wholly-owned subsidiary, iHeartCommunications, Inc. (“iHeartCommunications”), will offer, subject to market and customary conditions, $500,000,000 aggregate principal amount of Senior Secured Notes due 2027 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes will be guaranteed on a senior secured basis by iHeartCommunications’ direct parent, iHeartMedia Capital I, LLC, and the subsidiaries of iHeartCommunications that guarantee iHeartCommunications’ term loan facility. The Notes and the related guarantees will be secured, subject to permitted liens and certain other exceptions, by a first priority lien on substantially all of the assets of iHeartCommunications and the guarantors (other than accounts receivable and related assets), and by a second priority lien on accounts receivable and related assets.
iHeartCommunications intends to use the proceeds from the Notes, together with cash on hand, to prepay at par a portion of the outstanding borrowings under its term loan facility, to pay accrued and unpaid interest thereon to, but excluding, the date of prepayment, and to pay fees and expenses related to the offering of the Notes and the use of proceeds therefrom.
The Notes and related guarantees will be offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities and foreign securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes or any other securities. The offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “intend,” “expect,” “believe,” “would,” “estimate,” “continue,” or “future,” or the negative or other variations thereof or comparable terminology. These forward-looking statements are based on current expectations and projections about future events. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements.
iHeartMedia to Ring the NASDAQ Stock Market Opening Bell
New York, NY – July 18, 2019 – iHeartMedia, Inc. announced that Chairman and Chief Executive Officer Bob Pittman and President, COO and CFO Rich Bressler will ring the opening bell today, July 18, to commemorate the listing of the Company’s Class A common stock on the NASDAQ Global Select Market. The stock will begin trading today under the ticker “IHRT.”
The opening bell will ring at 9:30 a.m. ET and the ceremony can be viewed live at https://new.livestream.com/nasdaq/live.
iHeartMedia Announces It Has Been Approved for Listing on the NASDAQ Global Select Market
New York, NY -- June 28, 2019 – iHeartMedia, Inc. (OTC PINK: IHTM) today announced that its Class A common stock has been approved for listing on the NASDAQ Global Select Market. Upon listing, iHeartMedia’s Class A common stock will trade under the ticker “IHRT.”
As previously announced, iHeart had been evaluating all paths to achieve a listing of its Class A common stock on a recognized U.S. stock exchange following emergence from its restructuring process. iHeartMedia has determined that a listing on the NASDAQ Global Select Market is the optimal strategy for iHeartMedia and all of the company’s stakeholders.
As a result, the Company has requested the withdrawal of its previously filed registration statement on Form S-1 with the U.S. Securities and Exchange Commission. iHeartMedia’s management team will be meeting with investors the week of July 15 in advance of a listing date of July 18, 2019.
“This is an exciting time for our company and an important step in the evolution of iHeartMedia. Our listing on the NASDAQ will provide greater liquidity for existing shareholders, allow us to diversify our investor base, and give us improved access to public capital markets in the future,” said Bob Pittman, Chairman and Chief Executive Officer of iHeartMedia, Inc.
iHeartMedia, Inc. Names Kareem Chin Senior Vice President And Head Of Investor Relations
New York, NY – May 21, 2019 – iHeartMedia, Inc. announced today that media industry veteran Kareem Chin has been named Senior Vice President and Head of Investor Relations, effective today. Chin will be based in New York and will report to Rich Bressler, President, Chief Operating Officer and Chief Financial Officer of iHeartMedia, Inc.
iHeartMedia Successfully Completes Restructuring Process
iHeartMedia Successfully Completes Restructuring Process
America’s Number One Audio Company Formally Concludes Comprehensive Balance Sheet Restructuring, Significantly Reducing Debt from $16.1 billion to $5.75 billion
Completes Separation of Clear Channel Outdoor Holdings, Inc., Creating Two Independent Publicly-Traded Companies
NEW YORK – May 1, 2019 – iHeartMedia, Inc. (“iHeartMedia”), America’s number one audio company, today announced that the Company has successfully completed its restructuring process.
As a result of the comprehensive balance sheet restructuring, iHeartMedia’s debt has been significantly reduced – from $16.1 billion to $5.75 billion.
In addition, in conjunction with completion of the restructuring, and in accordance with its Plan of Reorganization (the “Plan”), iHeartMedia and Clear Channel Outdoor Holdings, Inc. (“CCOH”) have fully separated, creating two independent publicly-traded companies. Clear Channel Outdoor Holdings, Inc. shares will continue to be traded on the New York Stock Exchange under the ticker symbol “CCO.”
“We are pleased that iHeartMedia now has a capital structure that matches our exciting operating business. The focused dedication of our employees and the unwavering support of our new owners and advertising partners enabled iHeartMedia to seamlessly complete the restructuring process and reach this final milestone,” said Bob Pittman, Chairman and Chief Executive Officer of iHeartMedia, Inc. “iHeartMedia enters this next phase of growth as a multi-platform audio company with a vastly improved financial profile. We are well-positioned to continue to innovate and offer cutting-edge technologies, products and services to our audiences and advertisers.”
Pittman continued: “As the only major multi-platform audio company, iHeartMedia’s reach extends across more than 250 platforms and 2,000 different connected devices, from smart speakers to tablets, wearables, gaming consoles and much more. Over the past year, we have further cemented our position as the number one commercial podcaster globally – by a strong margin – through building new capabilities and content, including the ‘Ron Burgundy Podcast,’ season two of the true crime podcast ‘Atlanta Monster’ and many more, including ‘Stuff You Should Know,’ the first podcast ever to surpass one billion downloads. We continued to invest in key areas of the business with the acquisitions of Stuff Media, LLC – which further solidified our leading podcasting position – as well as technology companies like Jelli, Inc., which is the advertising technology platform that brings to life our SmartAudio data and analytics offerings. We continue to technologically transform our offerings for both consumers, with whom we are interacting more broadly across platforms, and advertisers, to whom we are offering data and analytics solutions previously available only from key digital players. In addition, we have continued to host our renowned and highly-anticipated live events, from the iHeartRadio Music Awards to iHeartRadio ALTer Ego. This is a very exciting time for audio, and iHeartMedia will continue to break new ground and unlock new opportunities across all platforms to reach audiences everywhere.”
As previously announced, pursuant to the Plan, Bob Pittman continues to serve as Chairman and Chief Executive Officer of iHeartMedia, Inc., and Rich Bressler continues to serve as President, Chief Operating Officer and Chief Financial Officer of iHeartMedia, Inc. In addition, a new Board of Directors has been appointed, including Bob Pittman, Rich Bressler, and the following members: Jay Rasulo, Gary Barber, Brad Gerstner, Sean Mahoney and Kamakshi Sivaramakrishnan. Upon iHeartMedia’s emergence, the new Board of Directors has assumed its responsibilities.
Kirkland & Ellis LLP served as legal counsel to iHeartMedia, Moelis & Company served as the Company’s investment banker, and Alvarez & Marsal served as the Company’s financial advisor.
About iHeartMedia, Inc.
iHeartMedia, Inc. is the number one audio company in America. The company’s leadership position in audio extends across multiple platforms including 848 live broadcast stations; its iHeartRadio service available across more than 250 platforms and 2,000 devices including smart speakers, smartphones, TVs and gaming consoles; through its influencers; social; live events; podcasting; and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The company is dedicated to using the latest technology solutions to transform the company’s products and services for the benefit of its consumers, communities, partners and advertisers.
Forward-Looking Statements
This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “expect,” “believe,” “would,” “estimate,” “continue,” or “future,” or the negative or other variations thereof or comparable terminology. These forward-looking statements are based on current expectations and projections about future events. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements.
iHeartMedia, Inc. and Clear Channel Outdoor Holdings, Inc. (CCOH) Announce Agreement On Material Terms To Fully Separate CCOH as Independent, Standalone Company Upon Completion of iHeartMedia’s Restructuring
William Eccleshare to Become Chief Executive Officer of the New Standalone CCOH
San Antonio, TX, [December 21, 2018] – iHeartMedia, Inc. (PINK: IHRTQ) (“iHeartMedia”) and Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (“CCOH”) announced that they have reached an agreement on the material terms to fully separate CCOH’s business from iHeartMedia, which currently owns 89.1% of CCOH’s outstanding common stock.
The separation is expected to occur in conjunction with, and is subject to, iHeartMedia’s emergence from its ongoing restructuring process. The material terms of the separation are outlined in CCOH’s Form 8-K, which was filed with the Securities and Exchange Commission on Monday, December 17, 2018.
Effective upon iHeartMedia’s emergence, William Eccleshare will become Chief Executive Officer of CCOH. Mr. Eccleshare, who currently serves as Chairman and CEO of Clear Channel International (CCI), has deep experience in creating value for advertisers across the out-of-home industry. He joined CCI in 2009 and went on to lead Clear Channel Outdoor, including full operational responsibility for CCI and Clear Channel Outdoor Americas (CCOA), before assuming his current role, in which he is responsible for overseeing CCI’s business operations in 22 countries across Asia, Europe and Latin America. Mr. Eccleshare will be based in London and will also continue to lead CCI as part of his new role.
Scott Wells will continue to lead CCOA as CEO, driving innovation and a customer-centric focus at the business. He will report to Mr. Eccleshare.
Until the company exits the restructuring process, Bob Pittman and Rich Bressler will continue their current leadership roles for CCOH, with Mr. Pittman as CEO and Mr. Bressler as President and Chief Financial Officer.
Mr. Eccleshare will also be a member of the new Board of Directors of CCOH, which will be announced prior to the separation.
“Today’s announcement is recognition that while iHeartMedia and CCOH are both very strong in their respective areas – iHeartMedia is America’s number one audio company and CCOH is one of the world’s largest outdoor advertising companies – their key constituencies have little strategic overlap. We believe that the separation of the two businesses makes strategic and financial sense, and will allow each company to better achieve their individual missions,” said Bob Pittman, Chairman and CEO of iHeartMedia, Inc. and current CEO of Clear Channel Outdoor Holdings, Inc. “Although both businesses are powerful advertising platforms, they each have valuable but different touch points within the advertising community and pursuing separate, highly-targeted strategies will unlock their full potential as freestanding companies.”
“William Eccleshare has a long, successful track record at CCOH, and throughout his career in the advertising industry, and has played an instrumental role in driving growth across CCOH’s business, especially in digital,” said Mr. Pittman. “Scott Wells will continue his successful leadership of CCOA, fostering deep relationships with advertising partners and growing the company’s offerings in exciting areas such as programmatic. With these strong leaders and CCOH’s creative, innovative and dedicated team, the future standalone company will be very well positioned for future growth and success.”
CCOH’s current leadership and Board of Directors will remain in place until iHeartMedia exits its restructuring process, at which time the new executives and Board will assume their responsibilities.
iHeartMedia Announces Post-Emergence Board of Directors
New Board’s Range of Highly Relevant Knowledge and Experience Will Be Critical In Ensuring Company’s Future Success
New York, NY and San Antonio, TX – November 6, 2018 – iHeartMedia, the leading audio company in America which has a greater reach in the U.S. than any other media outlet, announced today the members selected to serve on its Board of Directors upon its emergence from Chapter 11.
Subject to confirmation of the Company’s Plan of Reorganization, the post-emergence Board will consist of the following Directors, all of whom possess highly relevant knowledge and experience critical to positioning the company for future success:
- Bob Pittman, Chairman of the Board of Directors: Mr. Pittman is the current CEO and Board Chairman of iHeartMedia. Mr. Pittman was formerly COO of AOL Time Warner, Inc. after serving as President and COO of America Online, Inc. Mr. Pittman also served as the CEO of MTV Networks and was the cofounder and programmer who led the team that created MTV.
- Jay Rasulo: Mr. Rasulo was formerly an executive at Walt Disney Company from 1986 through 2015, having spent his last five years at Disney as the CFO and Senior Executive Vice President. During his tenure at Walt Disney, among other roles, he served as the Chairman of Walt Disney Parks & Resorts. Mr. Rasulo is a graduate of Columbia University and received his MA & MBA from the University of Chicago.
- Gary Barber: Mr. Barber served as the Chairman and CEO of Metro-Goldwyn-Mayer Inc. (MGM) from 2010 through March 2018. Prior to his role at MGM, he was the co-founder of Spyglass Entertainment, which he founded in 1998. Mr. Barber received his undergraduate and post graduate degrees from the University of Witwatersrand in South Africa.
- Rich Bressler: Mr. Bressler is the current President, COO and CFO of iHeartMedia. Before joining iHeart, Mr. Bressler was a Managing Director at THL. Prior to joining THL, Mr. Bressler’s experience included serving as Senior Executive Vice President and CFO of Viacom, Inc., as Chairman and CEO of Time Warner Digital Media, and as Executive Vice President and CFO of Time Warner Inc.
- Brad Gerstner: Mr. Gerstner is the Founder and CEO of Altimeter Capital, an internet, software, and travel focused investment firm founded in 2008. Prior to launching Altimeter, Mr. Gerstner was the Co- founder of three internet search start-ups. Mr. Gerstner received his MBA from Harvard Business School.
- Sean Mahoney: Mr. Mahoney is a private investor. He currently serves as a director at two public companies, Aptiv plc and Arconic Inc., and at post-bankruptcy Lehman Brothers Holdings Inc. His prior board service includes Delphi Automotive plc and Formula One Holdings. Mr. Mahoney was a partner at Goldman, Sachs & Co., where he headed the Financial Sponsors Group, and Vice Chairman, Global Banking, at Deutsche Bank Securities. Mr. Mahoney is a graduate of the University of Chicago and Oxford University (which he attended on a Rhodes Scholarship).
- Kamakshi Sivaramakrishnan: Ms. Sivaramakrishnan is the founder and CEO of Drawbridge, a company focused on designing quantitative algorithms for numerous areas, including computational advertising. Prior to founding Drawbridge, Ms. Sivaramakrishnan was a Senior Research Scientist at AdMob which was acquired by Google in 2010. Ms. Sivaramakrishnan has her Ph.D. from Stanford University.
“We are excited about both the depth and range of our new Board members,” said Pittman. “We know our ability to draw on the experience of this unique combination of leaders in their respective fields will give us an unparalleled competitive advantage as we build our next level of growth.”
iHeartMedia’s current Board of Directors will remain in place until the company emerges from Chapter 11, at which time the new Board will assume its responsibilities.