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Account
iHeartMedia
IHRT
#7276
Rank
$0.47 B
Marketcap
๐บ๐ธ
United States
Country
$3.15
Share price
5.35%
Change (1 day)
162.50%
Change (1 year)
๐ฐ Media/Press
Entertainment
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Net Assets
Annual Reports (10-K)
iHeartMedia
Quarterly Reports (10-Q)
Submitted on 2010-11-08
iHeartMedia - 10-Q quarterly report FY
Text size:
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
o
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
(State or other jurisdiction of
incorporation or organization)
26-0241222
(I.R.S. Employer Identification No.)
200 East Basse Road
San Antonio, Texas
(Address of principal executive offices)
78209
(Zip Code)
(210) 822-2828
(Registrants 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
þ
No
o
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
o
No
o
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
o
Accelerated filer
o
Non-accelerated filer
þ
Smaller reporting company
o
(Do not check if a 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
o
No
þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Class
Outstanding at October 31, 2010
Class A common stock, $.001 par value
23,416,159
Class B common stock, $.001 par value
555,556
Class C common stock, $.001 par value
58,967,502
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
INDEX
Page No.
PART I
FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
2
Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009
2
Consolidated Statements of Operations for the three and nine months ended September 30, 2010 and 2009
3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009
4
Notes to Consolidated Financial Statements
5
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3. Quantitative and Qualitative Disclosures About Market Risk
27
Item 4. Controls and Procedures
27
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
28
Item 1A. Risk Factors
29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
29
Item 3. Defaults Upon Senior Securities
29
Item 4. (Removed and Reserved)
29
Item 5. Other Information
29
Item 6. Exhibits
30
Signatures
31
EX-11
EX-31.1
EX-31.2
EX-32.1
EX-32.2
1
Table of Contents
PART I
FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30,
2010
December 31,
(Unaudited)
2009
CURRENT ASSETS
Cash and cash equivalents
$
1,700,834
$
1,883,994
Accounts receivable, net
1,357,179
1,301,700
Other current assets
343,663
473,151
Total Current Assets
3,401,676
3,658,845
PROPERTY, PLANT AND EQUIPMENT
Structures, net
2,035,286
2,143,972
Other property, plant and equipment, net
1,151,228
1,188,421
INTANGIBLE ASSETS
Definite-lived intangibles, net
2,362,992
2,599,244
Indefinite-lived intangibles
3,544,703
3,562,057
Goodwill
4,120,633
4,125,005
Other assets
776,973
769,557
Total Assets
$
17,393,491
$
18,047,101
CURRENT LIABILITIES
Accounts payable and accrued expenses
$
945,292
$
995,740
Current portion of long-term debt
847,496
398,779
Deferred income
198,503
149,617
Total Current Liabilities
1,991,291
1,544,136
Long-term debt
19,691,007
20,303,126
Deferred income taxes
2,065,548
2,220,023
Other long-term liabilities
865,241
824,554
Commitments and contingent liabilities
SHAREHOLDERS DEFICIT
Noncontrolling interest
471,914
455,648
Common stock
82
82
Additional paid-in capital
2,123,398
2,109,110
Retained deficit
(9,492,507
)
(9,076,084
)
Accumulated other comprehensive loss
(319,933
)
(333,309
)
Cost of shares held in treasury
(2,550
)
(185
)
Total Shareholders Deficit
(7,219,596
)
(6,844,738
)
Total Liabilities and Shareholders Deficit
$
17,393,491
$
18,047,101
See notes to consolidated financial statements.
2
Table of Contents
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share data)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2010
2009
2010
2009
Revenue
$
1,477,347
$
1,393,973
$
4,231,134
$
4,039,825
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)
596,540
632,778
1,794,803
1,888,203
Selling, general and administrative expenses (excludes depreciation and amortization)
365,555
337,055
1,091,488
1,075,149
Corporate expenses (excludes depreciation and amortization)
80,518
79,723
209,123
177,445
Depreciation and amortization
184,079
190,189
549,591
573,994
Impairment charges
4,041,252
Other operating (expense) income
net
(29,559
)
1,403
(22,523
)
(33,007
)
Operating income (loss)
221,096
155,631
563,606
(3,749,225
)
Interest expense
389,197
369,314
1,160,571
1,140,992
Loss on marketable securities
(13,378
)
(13,378
)
Equity in earnings (loss) of nonconsolidated affiliates
2,994
1,226
8,612
(20,681
)
Other (expense) income net
(5,700
)
222,282
51,548
649,731
Loss before income taxes
(170,807
)
(3,553
)
(536,805
)
(4,274,545
)
Income tax benefit (expense)
20,415
(89,118
)
129,579
75,842
Consolidated net loss
(150,392
)
(92,671
)
(407,226
)
(4,198,703
)
Amount attributable to noncontrolling interest
4,293
(2,816
)
9,197
(17,227
)
Net loss attributable to the Company
$
(154,685
)
$
(89,855
)
$
(416,423
)
$
(4,181,476
)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments
126,548
70,166
12,876
155,881
Unrealized gain (loss) on securities and derivatives:
Unrealized holding gain (loss) on marketable securities
5,684
(9,705
)
9,217
(11,315
)
Unrealized holding gain (loss) on cash flow derivatives
529
(17,243
)
(7,617
)
(92,993
)
Reclassification adjustment
2,565
11,837
1,424
14,957
Comprehensive loss
(19,359
)
(34,800
)
(400,523
)
(4,114,946
)
Amount attributable to noncontrolling interest
18,764
9,192
2,524
19,529
Comprehensive loss attributable to the Company
$
(38,123
)
$
(43,992
)
$
(403,047
)
$
(4,134,475
)
Net loss per common share:
Basic
$
(1.91
)
$
(1.12
)
$
(5.14
)
$
(51.48
)
Weighted average common shares outstanding Basic
81,619
81,427
81,529
81,252
Diluted
$
(1.91
)
$
(1.12
)
$
(5.14
)
$
(51.48
)
Weighted average common shares outstanding Diluted
81,619
81,427
81,529
81,252
See notes to consolidated financial statements.
3
Table of Contents
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Nine Months Ended September 30,
2010
2009
Cash flows from operating activities:
Consolidated net loss
$
(407,226
)
$
(4,198,703
)
Reconciling items:
Impairment charges
4,041,252
Depreciation and amortization
549,591
573,994
Deferred taxes
(170,886
)
(118,608
)
Loss on disposal of operating assets
22,523
33,007
Loss on available-for-sale and trading securities
13,378
Gain on extinguishment of debt
(60,289
)
(669,333
)
Provision for doubtful accounts
14,880
20,774
Share-based compensation
24,967
28,522
Equity in (earnings) loss of nonconsolidated affiliates
(8,612
)
20,681
Amortization of deferred financing charges and note discounts, net
160,040
176,901
Other reconciling items net
9,722
31,654
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable
(74,710
)
118,521
Decrease in Federal income taxes receivable
132,309
75,939
Increase in deferred income
47,244
27,949
Increase (decrease) in accounts payable, accrued expenses and other liabilities
56,822
(78,628
)
Increase (decrease) in accrued interest
34,501
(26,857
)
Changes in other operating assets and liabilities, net of effects of acquisitions and dispositions
(14,334
)
(60,341
)
Net cash provided by operating activities
316,542
10,102
Cash flows from investing activities:
Sales of investments net
1,200
41,436
Purchases of property, plant and equipment
(169,405
)
(150,799
)
Acquisition of operating assets
(11,743
)
(7,294
)
Proceeds from disposal of assets
20,550
40,856
Change in other net
(5,941
)
8,782
Net cash used for investing activities
(165,339
)
(67,019
)
Cash flows from financing activities:
Draws on credit facilities
160,416
1,661,508
Payments on credit facilities
(140,254
)
(174,661
)
Proceeds from delayed draw term loan facility
138,795
500,000
Proceeds from long-term debt
6,844
Payments on long-term debt
(368,585
)
(468,696
)
Repurchases of long-term debt
(125,000
)
(300,937
)
Change in other net
(6,579
)
(25,373
)
Net cash (used for) provided by financing activities
(334,363
)
1,191,841
Net (decrease) increase in cash and cash equivalents
(183,160
)
1,134,924
Cash and cash equivalents at beginning of period
1,883,994
239,846
Cash and cash equivalents at end of period
$
1,700,834
$
1,374,770
See notes to consolidated financial statements.
4
Table of Contents
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: BASIS OF PRESENTATION AND NEW ACCOUNTING STANDARDS
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 Companys 2009 Annual Report on Form 10-K and Quarterly Reports on Forms 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010.
The consolidated financial statements include the accounts of the Company and its subsidiaries. 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 2010 presentation.
New Accounting Pronouncements
In August 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. This ASU amends various SEC paragraphs pursuant to the issuance of Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies and became effective upon issuance. The adoption of ASU No. 2010-21 will not have a material impact on the Companys financial position or results of operations.
In August 2010, the FASB issued ASU No. 2010-22, Accounting for Various TopicsTechnical Corrections to SEC Paragraphs. This ASU amends various SEC paragraphs and became effective upon issuance. The adoption of ASU No. 2010-22 will not have a material impact on the Companys financial position or results of operations.
Note 2: PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Property, Plant and Equipment
The Companys property, plant and equipment consisted of the following classes of assets at September 30, 2010 and December 31, 2009, respectively.
September 30,
December 31,
(In thousands)
2010
2009
Land, buildings and improvements
$
649,001
$
633,222
Structures
2,589,169
2,514,602
Towers, transmitters and studio equipment
389,494
381,046
Furniture and other equipment
263,554
234,101
Construction in progress
80,262
88,391
3,971,480
3,851,362
Less: accumulated depreciation
784,966
518,969
Property, plant and equipment, net
$
3,186,514
$
3,332,393
5
Table of Contents
CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Definite-lived Intangible Assets
The Company has definite-lived intangible assets which consist primarily of transit and street furniture contracts, permanent easements that provide the Company access to certain of its outdoor displays and other contractual rights in its Americas outdoor and International outdoor segments. The Company has talent and program rights contracts and advertiser relationships in its radio broadcasting segment and contracts for non-affiliated radio and television stations in its media representation operations. These definite-lived intangible assets are amortized over the shorter of either the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Companys future cash flows.
The following table presents the gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at September 30, 2010 and December 31, 2009, respectively:
September 30, 2010
December 31, 2009
Gross Carrying
Accumulated
Gross Carrying
Accumulated
(In thousands)
Amount
Amortization
Amount
Amortization
Transit, street furniture and other outdoor contractual rights
$
791,746
$
226,163
$
803,297
$
166,803
Customer / advertiser relationships
1,210,205
259,842
1,210,205
169,897
Talent contracts
320,854
89,011
320,854
57,825
Representation contracts
229,441
91,895
218,584
54,755
Other
549,761
72,104
550,041
54,457
Total
$
3,102,007
$
739,015
$
3,102,981
$
503,737
Total amortization expense related to definite-lived intangible assets was $82.8 million and $85.5 million for the three months ended September 30, 2010 and 2009, respectively, and $251.0 million and $257.8 million for the nine months ended September 30, 2010 and 2009, respectively.
As acquisitions and dispositions occur in the future, amortization expense may vary. The following table presents the Companys estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:
(In thousands)
2011
$
308,301
2012
292,385
2013
275,712
2014
254,737
2015
232,874
Indefinite-lived Intangible Assets
The Companys indefinite-lived intangible assets consist of Federal Communications Commission (FCC) broadcast licenses and billboard permits as follows:
September 30,
December 31,
(In thousands)
2010
2009
FCC broadcast licenses
$
2,424,791
$
2,429,839
Billboard permits
1,119,912
1,132,218
Total indefinite-lived intangible assets
$
3,544,703
$
3,562,057
6
Table of Contents
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 Companys reportable segments.
International
Radio
Americas Outdoor
Outdoor
(In thousands)
Broadcasting
Advertising
Advertising
Other
Total
Balance as of December 31, 2008
$
5,579,190
$
892,598
$
287,543
$
331,290
$
7,090,621
Impairment
(2,420,897
)
(390,374
)
(73,764
)
(211,988
)
(3,097,023
)
Acquisitions
4,518
2,250
110
6,878
Dispositions
(62,410
)
(2,276
)
(64,686
)
Foreign currency
16,293
17,412
33,705
Purchase price adjustments net
47,086
68,896
45,042
(482
)
160,542
Other
(618
)
(4,414
)
(5,032
)
Balance as of December 31, 2009
3,146,869
585,249
276,343
116,544
4,125,005
Acquisitions
257
257
Dispositions
(5,088
)
(5,088
)
Foreign currency
176
283
459
Balance as of September 30, 2010
$
3,141,781
$
585,425
$
276,626
$
116,801
$
4,120,633
The balance at December 31, 2008 is net of cumulative impairments of $1.1 billion, $2.3 billion, and $173.4 million in the Radio broadcasting, Americas outdoor and International outdoor segments, respectively.
NOTE 3: DEBT
Long-term debt at September 30, 2010 and December 31, 2009 consisted of the following:
September 30,
December 31,
(In thousands)
2010
2009
Senior Secured Credit Facilities:
Term Loan Facilities
(1)
$
10,885,447
$
10,885,447
Revolving Credit Facility Due 2014
1,842,500
1,812,500
Delayed Draw Facilities Due 2016
1,013,227
874,432
Receivables Based Facility Due 2014
354,232
355,732
Other secured long-term debt
5,822
5,225
Total consolidated secured debt
14,101,228
13,933,336
Senior Cash Pay Notes
796,250
796,250
Senior Toggle Notes
829,831
915,200
Clear Channel Senior Notes
2,911,393
3,267,549
Subsidiary Senior Notes
2,500,000
2,500,000
Other long-term debt
65,514
77,657
Purchase accounting adjustments and original issue discount
(665,713
)
(788,087
)
20,538,503
20,701,905
Less: current portion
847,496
398,779
Total long-term debt
$
19,691,007
$
20,303,126
(1)
The term loan facilities mature at various dates from 2014 through 2016.
The Companys weighted average interest rate at September 30, 2010 was 6.2%. The aggregate market value of the Companys debt based on market prices for which quotes were available was approximately $17.1 billion and $17.7 billion at September 30, 2010 and December 31, 2009, respectively.
7
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Debt Repurchases and Maturities
During the first nine months of 2010, Clear Channel Investments, Inc. (CC Investments), an indirect wholly-owned subsidiary of the Company, repurchased certain of the outstanding senior toggle notes of the Companys subsidiary, Clear Channel Communications, Inc. (Clear Channel), through an open market purchase as shown in the table below. Notes repurchased and held by CC Investments are eliminated in consolidation.
Nine Months Ended
(In thousands)
September 30, 2010
CC Investments
Principal amount of debt repurchased
$
185,185
Deferred loan costs and other
104
Gain recorded in Other (expense) income net
(60,289
)
Cash paid for repurchases of long-term debt
$
125,000
On July 16, 2010, Clear Channel made the election to pay interest on the senior toggle notes entirely in cash, effective for the interest period commencing August 1, 2010.
During the first nine months of 2010, Clear Channel repaid its remaining 7.65% senior notes upon maturity for $138.8 million, including $5.1 million of accrued interest, with proceeds from its delayed draw term loan facility that was specifically designated for this purpose. Also during the first nine months of 2010, the Company repaid Clear Channels remaining 4.50% senior notes upon maturity for $240.0 million with available cash on hand.
Note 4: OTHER DEVELOPMENTS
Disposition of Assets
On October 15, 2010, Clear Channel Outdoor Holdings, Inc., the Companys subsidiary, transferred its interest in its Branded Cities operations to its joint venture partner, The Ellman Companies. The long-lived tangible and intangible assets of the Branded Cities operations were transferred for less than their carrying values in connection with this transaction. In connection with this subsequent event, the Company recorded a non-cash charge in the third quarter of 2010 of approximately $23.6 million in Other operating income (expense) net to present these assets at their estimated fair values as of September 30, 2010.
During the three months ended September 30, 2010, the Companys International outdoor segment sold its outdoor advertising business in India, resulting in a loss of $3.7 million included in Other operating income (expense) net. In addition, the Company sold three radio stations and recorded a loss of $0.9 million in Other operating income (expense) net during the nine months ended September 30, 2010.
Share-based Compensation Expense
Share-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period. The following table presents the amount of share-based compensation expense recorded during the three and nine months ended September 30, 2010 and 2009, respectively:
Three Months Ended September 30,
Nine Months Ended September 30,
(In thousands)
2010
2009
2010
2009
Direct operating expenses
$
2,890
$
2,631
$
8,610
$
8,509
Selling, general and administrative expenses
1,721
1,750
5,148
5,474
Corporate expenses
3,732
4,835
11,209
14,539
Total share-based compensation expense
$
8,343
$
9,216
$
24,967
$
28,522
As of September 30, 2010, there was $67.7 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period of approximately three years.
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CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Additionally, the Company recorded compensation expense of $6.0 million in Corporate expenses related to shares tendered by Mark P. Mays to the Company on August 23, 2010 for purchase at $36.00 per share pursuant to a put option included in his amended employment agreement.
Supplemental Disclosures
Cash paid (received) for interest and income taxes, net of Federal income tax refunds of $132.3 million and $75.9 million for the nine months ended September 30, 2010 and 2009, respectively, was as follows:
Nine Months Ended
September 30,
(In thousands)
2010
2009
Interest
$
969,525
$
975,686
Income taxes
(113,840
)
(57,471
)
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 Companys 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 enterprises 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 (Expense)
The Companys income tax benefit (expense) for the three and nine months ended September 30, 2010 and 2009, respectively, consisted of the following components:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2010
2009
2010
2009
Current tax expense
$
(14,663
)
$
(12,735
)
$
(41,307
)
$
(42,766
)
Deferred tax benefit (expense)
35,078
(76,383
)
170,886
118,608
Income tax benefit (expense)
$
20,415
$
(89,118
)
$
129,579
$
75,842
The effective tax rate is the provision for income taxes as a percent of income from continuing operations before income taxes. The effective tax rate for the three and nine months ended September 30, 2010 was 11.9% and 24.1%, respectively, compared to an effective tax rate of (2,508.2%) and 1.8% for the three and nine months ended September 30, 2009, respectively. The 2010 effective rate was impacted primarily as a result of the Companys inability to benefit from tax losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future years. In addition, during the three months ended September 30, 2010, the Company recorded a valuation allowance of $13.4 million against deferred tax assets in foreign jurisdictions due to the uncertainty of the ability to realize those assets in future periods. The 2009 effective rate was impacted primarily by the impairment charge on goodwill in 2009 and as a result of a deferred tax valuation allowance recorded in 2009 due to the uncertainty of the Companys ability to utilize Federal and foreign tax losses at that time.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 5: FAIR VALUE MEASUREMENTS
The Company holds marketable equity securities and interest rate swaps that are measured at fair value on each reporting date.
ASC 820-10-35 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
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. The cost, unrealized holding gains or losses, and fair value of the Companys investments at September 30, 2010 and December 31, 2009, respectively, are as follows:
September 30, 2010
December 31, 2009
(In thousands)
Gross Unrealized
Gross Unrealized
Fair
Gross Unrealized
Gross Unrealized
Fair
Investments
Cost
Losses
Gains
Value
Cost
Losses
Gains
Value
Available-for-sale
$
19,104
$
(4,025
)
$
41,470
$
56,549
$
19,104
$
(12,237
)
$
32,035
$
38,902
Interest Rate Swap Agreements
The Companys aggregate $6.0 billion notional amount interest rate swap agreements are designated as a cash flow hedge and the effective portions of the gain or loss on the swaps are reported as a component of other comprehensive income. The Company entered into the swaps 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. On October 29, 2010, $3.5 billion of the Companys interest rate swaps matured. The remaining interest rate swap is scheduled to mature in 2013.
The swap agreements are valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreements 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 these agreements as Level 2.
The Company continually monitors its positions with, and credit quality of, the financial institutions which are counterparties to its interest rate swaps. The Company may be exposed to credit loss in the event of nonperformance by the counterparties to the interest rate swaps. 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 currently in income.
The Companys interest rate swaps meet the four criteria in ASC 815-30-35-22, which states that if certain critical terms and matching criteria are met, the change-in-variable-cash-flows method will result in no ineffectiveness being recorded in earnings. In accordance with ASC 815-20-35-9, as the critical terms of the swaps 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 related to these interest rate swaps.
The fair value of the Companys interest rate swaps designated as hedging instruments and recorded in Other long-term liabilities was $249.4 million and $237.2 million at September 30, 2010 and December 31, 2009, respectively.
The following table details the beginning and ending accumulated other comprehensive loss and the current period activity related to the interest rate swap agreements:
(In thousands)
Accumulated other comprehensive loss
Balance at December 31, 2009
$
149,179
Other comprehensive loss
7,617
Balance at September 30, 2010
$
156,796
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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 benefit (expense) allocated to each component of other comprehensive income for the three and nine months ended September 30, 2010 and 2009, respectively:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2010
2009
2010
2009
Foreign currency translation adjustments
$
(8,193
)
$
(6,799
)
$
(4,196
)
$
(15,388
)
Unrealized holding gain (loss) on marketable securities
(3,520
)
(2,869
)
(8,431
)
(7,208
)
Unrealized holding gain (loss) on cash flow derivatives
(318
)
10,082
4,570
54,377
Income tax benefit (expense)
$
(12,031
)
$
414
$
(8,057
)
$
31,781
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 Companys assumptions or the effectiveness of its strategies related to these proceedings.
In 2006, two of the Companys operating businesses (L&C Outdoor Ltda. and Publicidad Klimes Sao Paulo Ltda.) in the Sao 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 our businesses fall within the definition of communication services and as such are subject to the VAT. The aggregate amount of tax initially claimed to be owed by both businesses equals approximately $69.4 million, comprised of approximately $20.2 million in taxes, approximately $40.2 million in penalty and approximately $9.0 million in interest. In addition, the taxing authorities are seeking to impose an additional aggregate amount of interest on the tax and penalty amounts of approximately $39.3 million until the initial tax, penalty and interest are paid. The aggregate amount of additional interest accrues daily at an interest rate promulgated by the Brazilian government, which at September 30, 2010 is equal to approximately $1.85 million per month.
The Company has filed petitions to challenge the imposition of this tax against each of its businesses, which are proceeding separately. The Companys challenge for L&C Outdoor Ltda. was unsuccessful at the first administrative level, but successful at the second administrative level. The state taxing authority filed an appeal to the next administrative level, which required consideration by a full panel of 16 administrative law judges. On September 27, 2010, the Company received an unfavorable ruling from this final administrative level and intends to appeal this ruling to the judicial level. The Company has filed a petition to have the case remanded to the second administrative level for consideration of the amount of the penalty assessed against it. The Companys challenge for Publicidad Klimes Sao Paulo Ltda. was unsuccessful at the first administrative level, and denied at the second administrative level on or about September 24, 2009. The case is now pending before the third administrative level. Based on the Companys review of the law in similar cases in other Brazilian states, the Company has not accrued any costs related to these claims and believes the occurrence of loss is not probable.
At September 30, 2010, Clear Channel guaranteed $39.9 million of credit lines provided to certain of its international subsidiaries by a major international bank. Most of these credit lines related to intraday overdraft facilities covering participants in Clear Channels European cash management pool. As of September 30, 2010, no amounts were outstanding under these agreements.
As of September 30, 2010, Clear Channel had outstanding commercial standby letters of credit and surety bonds of $132.0 million and $46.7 million, respectively. Letters of credit in the amount of $15.7 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.
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CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 7: CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Company 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 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 and nine months ended September 30, 2010, the Company recognized management fees and reimbursable expenses of $4.4 million and $13.0 million, respectively. For the three and nine months ended September 30, 2009, the Company recognized management fees and reimbursable expenses of $6.1 million and $15.6 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 Companys 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:
Noncontrolling
(In thousands)
The Company
Interests
Consolidated
Balances at December 31, 2009
$
(7,300,386
)
$
455,648
$
(6,844,738
)
Net income (loss)
(416,422
)
9,197
(407,225
)
Foreign currency translation adjustments
9,748
3,128
12,876
Unrealized holding gain (loss) on marketable securities
9,830
(613
)
9,217
Unrealized holding loss on cash flow derivatives
(7,617
)
(7,617
)
Reclassification adjustment
1,414
10
1,424
Other net
11,923
4,544
16,467
Balances at September 30, 2010
$
(7,691,510
)
$
471,914
$
(7,219,596
)
Noncontrolling
(In thousands)
The Company
Interests
Consolidated
Balances at December 31, 2008
$
(3,342,451
)
$
426,220
$
(2,916,231
)
Net loss
(4,181,476
)
(17,227
)
(4,198,703
)
Foreign currency translation adjustments
136,350
19,531
155,881
Unrealized holding loss on marketable securities
(10,021
)
(1,294
)
(11,315
)
Unrealized holding loss on cash flow derivatives
(92,993
)
(92,993
)
Reclassification adjustment
13,665
1,292
14,957
Other net
9,010
18,834
27,844
Balances at September 30, 2009
$
(7,467,916
)
$
447,356
$
(7,020,560
)
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CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 9: SEGMENT DATA
The Company has three reportable segments, which it believes best reflect how the Company is currently managed radio broadcasting, Americas outdoor advertising and International outdoor advertising. The Americas outdoor advertising segment consists primarily of operations in the United States, Canada and Latin America, and the International outdoor advertising segment includes operations primarily in Europe, Asia and Australia. The category other includes media representation and other general support services and initiatives. Revenue and expenses earned and charged between segments are eliminated in consolidation.
The following table presents the Companys operating segment results for the three and nine months ended September 30, 2010 and 2009:
Corporate
Americas
International
and other
Radio
Outdoor
Outdoor
reconciling
(In thousands)
Broadcasting
Advertising
Advertising
Other
items
Eliminations
Consolidated
Three Months Ended
September 30, 2010
Revenue
$
743,034
$
333,269
$
361,817
$
61,849
$
$
(22,622
)
$
1,477,347
Direct operating expenses
202,771
143,940
236,679
24,112
(10,962
)
596,540
Selling, general and administrative expenses
240,668
51,750
63,474
21,323
(11,660
)
365,555
Depreciation and amortization
64,657
53,139
50,694
13,139
2,450
184,079
Corporate expenses
80,518
80,518
Other operating expense net
(29,559
)
(29,559
)
Operating income (loss)
$
234,938
$
84,440
$
10,970
$
3,275
$
(112,527
)
$
$
221,096
Intersegment revenues
$
7,259
$
865
$
$
14,498
$
$
$
22,622
Share-based compensation expense
$
1,746
$
2,207
$
658
$
$
3,732
$
$
8,343
Capital expenditures
$
10,515
$
30,689
$
21,869
$
$
2,923
$
$
65,996
Three Months Ended
September 30, 2009
Revenue
$
703,232
$
312,537
$
348,085
$
50,674
$
$
(20,555
)
$
1,393,973
Direct operating expenses
214,748
147,250
251,516
29,097
(9,833
)
632,778
Selling, general and administrative expenses
222,927
47,602
61,222
16,026
(10,722
)
337,055
Depreciation and amortization
63,008
54,102
56,951
14,086
2,042
190,189
Corporate expenses
79,723
79,723
Other operating income net
1,403
1,403
Operating income (loss)
$
202,549
$
63,583
$
(21,604
)
$
(8,535
)
$
(80,362
)
$
$
155,631
Intersegment revenues
$
7,225
$
760
$
$
12,570
$
$
$
20,555
Share-based compensation expense
$
2,070
$
1,775
$
537
$
$
4,834
$
$
9,216
Capital expenditures
$
9,933
$
23,819
$
23,335
$
84
$
1,005
$
$
58,176
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CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Corporate
Americas
International
and other
Radio
Outdoor
Outdoor
reconciling
(In thousands)
Broadcasting
Advertising
Advertising
Other
items
Eliminations
Consolidated
Nine Months Ended
September 30, 2010
Revenue
$
2,114,971
$
928,015
$
1,077,246
$
176,668
$
$
(65,766
)
$
4,231,134
Direct operating expenses
605,425
427,546
717,843
76,153
(32,164
)
1,794,803
Selling, general and administrative expenses
706,478
160,302
196,971
61,339
(33,602
)
1,091,488
Depreciation and amortization
192,401
158,319
152,522
39,660
6,689
549,591
Corporate expenses
209,123
209,123
Other operating expense net
(22,523
)
(22,523
)
Operating income (loss)
$
610,667
$
181,848
$
9,910
$
(484
)
$
(238,335
)
$
$
563,606
Intersegment revenues
$
21,056
$
2,712
$
$
41,998
$
$
$
65,766
Share-based compensation expense
$
5,252
$
6,553
$
1,953
$
$
11,209
$
$
24,967
Capital expenditures
$
21,617
$
70,615
$
68,659
$
$
8,514
$
$
169,405
Nine Months Ended
September 30, 2009
Revenue
$
2,024,421
$
898,277
$
1,036,678
$
141,807
$
$
(61,358
)
$
4,039,825
Direct operating expenses
676,515
440,885
729,798
73,378
(32,373
)
1,888,203
Selling, general and administrative expenses
688,493
147,839
200,091
67,711
(28,985
)
1,075,149
Depreciation and amortization
197,830
158,612
169,157
42,418
5,977
573,994
Corporate expenses
177,445
177,445
Impairment charges
4,041,252
4,041,252
Other operating expense net
(33,007
)
(33,007
)
Operating income (loss)
$
461,583
$
150,941
$
(62,368
)
$
(41,700
)
$
(4,257,681
)
$
$
(3,749,225
)
Intersegment revenues
$
24,641
$
2,029
$
$
34,688
$
$
$
61,358
Share-based compensation expense
$
6,208
$
5,971
$
1,806
$
$
14,537
$
$
28,522
Capital expenditures
$
33,542
$
58,116
$
55,860
$
104
$
3,177
$
$
150,799
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Format of Presentation
Managements discussion and analysis of our results of operations and financial condition should be read in conjunction with the consolidated financial statements and related footnotes. Our discussion is presented on both a consolidated and segmented basis. Our reportable operating segments are radio broadcasting (radio or radio broadcasting), which also includes our national syndication business, Americas outdoor advertising (Americas outdoor or Americas outdoor advertising) and International outdoor advertising (International outdoor or International outdoor advertising). Included in the other segment are our media representation business, Katz Media, as well as other general support services and initiatives.
We manage our operating segments primarily focusing on their operating income, while Corporate expenses, Other operating income (expense) net, Interest expense, Equity in earnings (loss) of nonconsolidated affiliates, Other income (expense) net and Income tax benefit (expense) are managed on a total company basis and are, therefore, included only in our discussion of consolidated results.
Executive Summary
The key highlights of our business for the three and nine months ended September 30, 2010 are summarized below:
Consolidated revenue increased $83.4 million and $191.3 million for the three and nine months ended September 30, 2010, respectively, compared to the same periods of 2009, primarily as a result of improved economic conditions throughout the first nine months of 2010.
Radio revenue increased $39.8 million and $90.6 million for the three and nine months ended September 30, 2010, respectively, compared to the same periods of 2009, primarily as a result of increased average rates per minute driven by increased demand for both national and local advertising.
Americas outdoor revenue increased $20.7 million and $29.7 million for the three and nine months ended September 30, 2010, respectively, compared to the same periods of 2009, driven by increases in revenue across our advertising inventory, particularly digital.
International outdoor revenue increased $13.7 million for the three months ended September 30, 2010, compared to the same period of 2009, primarily as a result of revenue growth from all of our advertising inventory categories, particularly street furniture, and across most countries, partially offset by a decrease from movements in foreign exchange of $12.5 million. Revenue increased $40.6 million for the nine months ended September 30, 2010 compared to the same period of 2009, primarily as a result of revenue growth from street furniture across most countries and included a $3.4 million increase from movements in foreign exchange.
Our subsidiary, Clear Channel Investments, Inc., repurchased $185.2 million aggregate principal amount of Clear Channels senior toggle notes for $125.0 million during the first nine months of 2010.
We repaid $240.0 million upon the maturity of Clear Channels 4.50% senior notes due 2010 in the first nine months of 2010.
During the third quarter of 2010, Clear Channel repaid its remaining 7.65% senior notes upon maturity for $138.8 million with proceeds from its delayed draw term loan facility that was specifically designated for this purpose.
During the third quarter of 2010, we received $132.3 million in Federal income tax refunds.
On October 15, 2010, Clear Channel Outdoor Holdings, Inc., our subsidiary, transferred its interest in its Branded Cities operations to its joint venture partner, The Ellman Companies. The long-lived tangible and intangible assets of the Branded Cities operations were transferred for less than their carrying values in connection with this transaction and, as a result, we recorded a non-cash charge in the third quarter of 2010 of approximately $23.6 million in Other operating income (expense) net to present these assets at their estimated fair values as of September 30, 2010.
Certain Credit Agreement EBITDA Adjustments
Clear Channels senior secured credit facilities allow Clear Channel to adjust the calculation of consolidated adjusted EBITDA (as calculated in accordance with the senior secured credit facilities) for certain charges. These charges include restructuring costs of $3.0 million and $35.9 million for the three and nine months ended September 30, 2010. In addition, certain other charges, including costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs and consulting fees incurred in connection with any of the foregoing, among other items, are also adjustments to the calculation of consolidated adjusted EBITDA. For the three and nine months ended September 30, 2010, Clear Channel adjusted the consolidated adjusted
15
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EBITDA calculation for an additional $3.1 million and $7.2 million, respectively. See SOURCES OF CAPITAL below for a description of the calculation of Clear Channels adjusted EBITDA pursuant to the senior secured credit facilities.
RESULTS OF OPERATIONS
Consolidated Results of Operations
The comparison of the three and nine months ended September 30, 2010 to the three and nine months ended September 30, 2009, respectively, is as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2010
2009
% Change
2010
2009
% Change
Revenue
$
1,477,347
$
1,393,973
6
%
$
4,231,134
$
4,039,825
5
%
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)
596,540
632,778
(6
%)
1,794,803
1,888,203
(5
%)
SG&A expenses (excludes depreciation and amortization)
365,555
337,055
8
%
1,091,488
1,075,149
2
%
Corporate expenses (excludes depreciation and amortization)
80,518
79,723
1
%
209,123
177,445
18
%
Depreciation and amortization
184,079
190,189
(3
%)
549,591
573,994
(4
%)
Impairment charges
4,041,252
Other operating income (expense)
net
(29,559
)
1,403
(22,523
)
(33,007
)
Operating income (loss)
221,096
155,631
563,606
(3,749,225
)
Interest expense
389,197
369,314
1,160,571
1,140,992
Loss on marketable securities
(13,378
)
(13,378
)
Equity in earnings (loss) of nonconsolidated affiliates
2,994
1,226
8,612
(20,681
)
Other income (expense) net
(5,700
)
222,282
51,548
649,731
Loss before income taxes
(170,807
)
(3,553
)
(536,805
)
(4,274,545
)
Income tax benefit (expense)
20,415
(89,118
)
129,579
75,842
Consolidated net loss
(150,392
)
(92,671
)
(407,226
)
(4,198,703
)
Amount attributable to noncontrolling interest
4,293
(2,816
)
9,197
(17,227
)
Net loss attributable to the Company
$
(154,685
)
$
(89,855
)
$
(416,423
)
$
(4,181,476
)
Consolidated Revenue
Consolidated revenue increased $83.4 million during the third quarter of 2010 compared to the same period of 2009 primarily as a result of a stronger economic environment compared to the prior year. Our radio broadcasting revenue increased $39.8 million driven by increases in both local and national advertising and average rate per minute. Americas outdoor revenue increased $20.7 million, driven by revenue increases across our advertising inventory, particularly digital. Our International outdoor revenue increased $13.7 million, primarily due to revenue growth from all of our advertising inventory categories, particularly street furniture, and across most countries, partially offset by decreases of $12.5 million from movements in foreign exchange. Other revenue increased $11.2 million compared to the same period of 2009, primarily from stronger national advertising in our media representation business.
Consolidated revenue increased $191.3 million during the first nine months of 2010 compared to the same period of 2009. Our radio broadcasting revenue increased $90.6 million driven by increases in national advertising and average rate per minute. Americas outdoor revenue increased $29.7 million, driven by revenue increases across our advertising inventory, particularly digital. Our International outdoor revenue increased $40.6 million, primarily due to revenue growth from street furniture across most countries, and included a $3.4 million increase from movements in foreign exchange. Other revenue increased $34.9 million compared to the same period of 2009, primarily from stronger national advertising in our media representation business.
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Consolidated Direct Operating Expenses
Consolidated direct operating expenses decreased $36.2 million during the third quarter of 2010 compared to the same period of 2009. Our radio broadcasting direct operating expenses decreased $12.0 million, primarily from a $5.6 million decline in programming expenses resulting from cost savings from our restructuring program in addition to a decline from the non-renewals of sports contracts. Americas outdoor direct operating expenses decreased $3.3 million, primarily as a result of the disposition of our taxi advertising business, partially offset by an increase in site lease expenses associated with the increase in revenue. Direct operating expenses in our International outdoor segment decreased $14.8 million, primarily as a result of a $9.4 million decrease from movements in foreign exchange in addition to decreased site lease expenses associated with cost savings from our restructuring program.
Consolidated direct operating expenses decreased $93.4 million during the first nine months of 2010 compared to the same period of 2009. Our radio broadcasting direct operating expenses decreased $71.1 million, primarily from a $25.7 million decline in expenses incurred in connection with our restructuring program from which cost savings resulted in a $12.0 million decline in programming expenses and a $12.7 million decline in compensation expense. Americas outdoor direct operating expenses decreased $13.3 million, primarily as a result of the disposition of our taxi advertising business, partially offset by an increase in site lease expenses associated with the increase in revenue. Direct operating expenses in our International outdoor segment decreased $12.0 million, primarily as a result of decreased site lease expenses associated with cost savings from our restructuring program, partially offset by a $1.2 million increase from movements in foreign exchange.
Consolidated Selling, General and Administrative (SG&A) Expenses
Consolidated SG&A expenses increased $28.5 million during the third quarter of 2010 compared to the same period of 2009. Our radio broadcasting SG&A expenses increased $17.7 million, primarily as a result of increased marketing and promotional expenses and increased bonus and commission expense associated with the increased revenue. SG&A expenses increased $4.1 million in our Americas outdoor segment, primarily as a result of increased bonus and commission expenses associated with the increase in revenue. SG&A expenses increased $2.3 million in our International outdoor segment, primarily from increased selling costs associated with the increase in revenue, partially offset by a $2.5 million decrease from movements in foreign exchange.
Consolidated SG&A expenses increased $16.3 million during the first nine months of 2010 compared to the same period of 2009. Our radio broadcasting SG&A expenses increased $18.0 million, primarily as a result of increased bonus and commission expense associated with the increase in revenue. SG&A expenses increased $12.5 million in our Americas outdoor segment, primarily as a result of the unfavorable impact of litigation in addition to an increase in selling and marketing costs associated with the increase in revenue. Our International outdoor SG&A expenses decreased $3.1 million, primarily as a result of cost savings from our restructuring program as well as a decrease in business tax related to a change in French tax law.
Corporate Expenses
Corporate expenses were flat during the third quarter of 2010 compared to the same period of 2009. The third quarter of 2009 included a $23.5 million accrual related to an unfavorable outcome of litigation. The third quarter of 2010 included an $18.1 million increase in bonus expense from improved operating performance compared to the prior year and a $15.3 million increase primarily related to headcount from centralization efforts and the expansion of corporate capabilities.
Corporate expenses increased $31.7 million during the first nine months of 2010 compared to the same period of 2009, primarily due to a $49.9 million increase in bonus expense from improved operating performance and a $37.3 million increase primarily related to headcount from centralization efforts and the expansion of corporate capabilities. Partially offsetting the 2010 increase was $23.5 million related to an unfavorable outcome of litigation recorded in the third quarter of 2009 discussed above and a $22.6 million decrease in expenses during 2010 associated with our restructuring program.
Depreciation and Amortization
Depreciation and amortization decreased $6.1 million during the third quarter of 2010 compared to the same period of 2009, due to decreased amortization in our International outdoor segment in 2010 primarily related to assets that became fully amortized during 2009.
Depreciation and amortization decreased $24.4 million during the first nine months of 2010 compared to the same period of 2009, primarily as a result of assets in our International outdoor segment that became fully amortized during 2009. Additionally, the first nine months of 2009 included $8.0 million of additional amortization expense associated with the finalization of purchase price allocations to the acquired intangible assets in our Radio segment.
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Other Operating Income (Expense) Net
Other operating expense of $29.6 million and $22.5 million for the three and nine months ended September 30, 2010, respectively, primarily related to a $23.6 million non-cash charge recorded as of September 30, 2010 as a result of the transfer of our subsidiarys interest in its Branded Cities business, and a $3.7 million loss on the sale of our outdoor advertising business in India.
Other operating expense of $33.0 million for the first nine months of 2009 primarily related to losses on the sale and exchange of radio stations.
Interest Expense
Interest expense increased $19.9 million during the third quarter of 2010 compared to the same period of 2009, primarily as a result of an increase in the weighted average cost of debt during 2010 due to the issuance of $2.5 billion in subsidiary senior notes in December 2009 partially offset by decreased interest expense due to the prepayment of $2.0 billion of term loans in December 2009. Clear Channels weighted average cost of debt in the third quarter of 2010 and 2009 was 6.2% and 5.7% , respectively.
Interest expense increased $19.6 million during the first nine months of 2010 compared to the same period of 2009, primarily as a result of an increase in the weighted average cost of debt during 2010 due to the issuance of $2.5 billion in subsidiary senior notes in December 2009. This increase was partially offset by decreased interest expense due to maturities of the 4.25% senior notes due May 2009 and the 4.5% senior notes due January 2010, repurchases of senior notes, senior toggle notes and senior cash pay notes made between April 2009 and March 2010, and prepayment of $2.0 billion of term loans in December 2009. The first six months of 2009 also included additional interest expense related to larger outstanding balances on the senior toggle notes and senior cash pay notes prior to the cancellation and retirement of $249.4 million and $183.8 million aggregate principal amount of the senior toggle notes and senior cash pay notes, respectively, in June of 2009. Clear Channels weighted average cost of debt for the first nine months of 2010 and 2009 was 6.3% and 5.8%, respectively.
Loss on Marketable Securities
The loss on marketable securities of $13.4 million during the three and nine months ended September 30, 2009 relates to an impairment of certain available-for-sale securities and a loss on the sale of equity securities.
Equity in Earnings (Loss) of Nonconsolidated Affiliates
Equity in earnings of nonconsolidated affiliates increased during the first nine months of 2010 compared to the same period of 2009, primarily as a result of a $19.7 million impairment of equity investments in our International outdoor segment in 2009.
Other Income (Expense) Net
Other income of $51.5 million for the first nine months of 2010 primarily related to an aggregate gain of $60.3 million on the repurchase of Clear Channels senior toggle notes. Please refer to the
Debt Repurchases and Maturities
section within this Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) for additional discussion of the repurchase.
Other income of $222.3 million in the third quarter of 2009 primarily related to an aggregate gain of $229.0 million on the third quarter open market repurchases of certain of Clear Channels senior notes. Other income of $649.7 million in the first nine months of 2009 primarily related to the third quarter repurchase discussed above in addition to an aggregate gain of $373.7 million on the second quarter repurchase of certain of Clear Channels senior toggle notes and senior cash pay notes. In addition, $66.6 million related to the open market repurchase of certain of Clear Channels senior notes at a discount.
Income Tax Benefit (Expense)
Income tax benefits of $20.4 million and $129.6 million were recorded for the three and nine months ended September 30, 2010, respectively, resulting in effective tax rates of 11.9% and 24.1% for those periods, respectively. The effective tax rates for the 2010 periods were impacted primarily as a result of our inability to benefit from tax losses in certain foreign jurisdictions due to the uncertainty of the ability to utilize those losses in future years. In addition, during the three months ended September 30, 2010, we recorded a valuation allowance of $13.4 million against deferred tax assets in foreign jurisdictions due to the uncertainty of our ability to realize those assets in future periods.
Income tax (expense) benefits of ($89.1) million and $75.8 million were recorded for the three and nine months ended September 30, 2009, respectively, resulting in effective tax rates of (2,508.2%) and 1.8% for those periods, respectively. The effective tax rates for the 2009 periods were primarily impacted by the impairment charge on goodwill. We recorded a deferred tax valuation
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allowance during the third quarter and during the first nine months of 2009 due to the uncertainty of our ability to utilize Federal and foreign tax losses at that time.
Segment Revenue and Divisional Operating Expenses
Radio Broadcasting
Our radio broadcasting operating results were as follows:
Three Months Ended
Nine Months Ended
September 30,
%
September 30,
%
(In thousands)
2010
2009
Change
2010
2009
Change
Revenue
$
743,034
$
703,232
6
%
$
2,114,971
$
2,024,421
4
%
Direct operating expenses
202,771
214,748
(6
%)
605,425
676,515
(11
%)
SG&A expenses
240,668
222,927
8
%
706,478
688,493
3
%
Depreciation and amortization
64,657
63,008
3
%
192,401
197,830
(3
%)
Operating income
$
234,938
$
202,549
16
%
$
610,667
$
461,583
32
%
Three Months
Radio broadcasting revenue increased $39.8 million during the third quarter of 2010 compared to the same period of 2009, primarily due to a $15.0 million increase in national advertising and a $14.0 million increase in local advertising driven by improved economic conditions and increases in average rate per minute during the third quarter of 2010 compared to the same period of 2009. Increases occurred across various advertising categories including automotive, political, financial services and healthcare.
Direct operating expenses decreased $12.0 million compared to the third quarter of 2009. Programming expenses declined $5.6 million primarily as a result of cost savings from our restructuring program. Expenses declined a further $7.4 million from the non-renewals of sports contracts. SG&A expenses increased $17.7 million during the third quarter of 2010 compared to the same period of 2009, primarily as a result of a $7.7 million increase in marketing and promotional expenses and an $8.1 million increase in bonus and commission expense associated with the increase in revenue.
Nine Months
Radio broadcasting revenue increased $90.6 million during the first nine months of 2010 compared to the same period of 2009, driven primarily by a $58.6 million increase in national advertising and a $25.5 million increase in local advertising. Average rates per minute have increased during the first nine months of 2010 compared to the same period of 2009 as a result of improved economic conditions. Increases occurred across various advertising categories including automotive, political, food and beverage and healthcare.
Direct operating expenses during the first nine months of 2010 decreased $71.1 million compared to the first nine months of 2009, primarily from a $25.7 million decrease in expenses associated with our restructuring program. Programming expenses and compensation expenses declined $12.0 million and $12.7 million, respectively, primarily as a result of cost savings from our restructuring program. Expenses declined further from the non-renewals of sports contracts, offset by $8.0 million associated with the finalization of purchase accounting during the first nine months of 2009. SG&A expenses increased $18.0 million, primarily as a result of a $13.9 million increase in bonus and commission expense associated with the increase in revenue.
Depreciation and amortization decreased $5.4 million during the first nine months of 2010 compared to the same period of the prior year. The first nine months of 2009 included $8.0 million of additional amortization expense associated with the finalization of purchase price allocations to the acquired intangible assets.
Americas Outdoor Advertising
Disposition of Taxi Business
On December 31, 2009, our subsidiary Clear Channel Outdoor, Inc. disposed of Clear Channel Taxi Media, LLC (Taxis), our taxi advertising business. For the three months ended September 30, 2009, Taxis contributed $9.8 million in revenue, $9.6 million in direct operating expenses and $2.4 million in SG&A expenses. For the nine months ended September 30, 2009, Taxis contributed $29.5 million in revenue, $29.5 million in direct operating expenses and $7.7 million in SG&A expenses.
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Our Americas outdoor operating results were as follows:
Three Months Ended
Nine Months Ended
September 30,
%
September 30,
%
(In thousands)
2010
2009
Change
2010
2009
Change
Revenue
$
333,269
$
312,537
7
%
$
928,015
$
898,277
3
%
Direct operating expenses
143,940
147,250
(2
%)
427,546
440,885
(3
%)
SG&A expenses
51,750
47,602
9
%
160,302
147,839
8
%
Depreciation and amortization
53,139
54,102
(2
%)
158,319
158,612
(0
%)
Operating income
$
84,440
$
63,583
33
%
$
181,848
$
150,941
20
%
Three Months
Americas outdoor revenue increased $20.7 million during the third quarter of 2010 compared to the same period of 2009 as a result of increased revenue across our advertising inventory, particularly digital. The increase was driven by increases in both occupancy and rate. Partially offsetting the revenue increase was the decrease in revenue related to the sale of Taxis.
Direct operating expenses decreased $3.3 million during the third quarter of 2010 compared to the same period of 2009, due to the disposition of Taxis. Offsetting the decrease was a $5.6 million increase in site-lease expenses associated with the increase in revenue. SG&A expenses increased $4.1 million during the third quarter of 2010 compared to the same period of 2009 primarily as a result of increased bonus and commission expenses associated with the increase in revenue, partially offset by the disposition of Taxis.
Nine Months
Americas outdoor revenue increased $29.7 million during the first nine months of 2010 compared to the same period of 2009 as a result of increased revenue across our advertising inventory, particularly digital. The increase was driven by increases in both occupancy and rate. Partially offsetting the revenue increase was the decrease in revenue related to the sale of Taxis.
Direct operating expenses decreased $13.3 million during the first nine months of 2010 compared to the same period of 2009. The decline in direct operating expenses was due to the disposition of Taxis, partially offset by a $16.9 million increase in site-lease expenses associated with the increase in revenue. SG&A expenses increased $12.5 million during the first nine months of 2010 compared to the same period of 2009 as a result of a $5.3 million increase primarily related to the unfavorable impact of litigation, a $4.4 million increase in consulting costs and a $6.0 million increase primarily due to bonus and commission expenses associated with the increase in revenue, partially offset by the disposition of Taxis.
International Outdoor Advertising
Our international outdoor operating results were as follows:
Three Months Ended
Nine Months Ended
September 30,
%
September 30,
%
(In thousands)
2010
2009
Change
2010
2009
Change
Revenue
$
361,817
$
348,085
4
%
$
1,077,246
$
1,036,678
4
%
Direct operating expenses
236,679
251,516
(6
%)
717,843
729,798
(2
%)
SG&A expenses
63,474
61,222
4
%
196,971
200,091
(2
%)
Depreciation and amortization
50,694
56,951
(11
%)
152,522
169,157
(10
%)
Operating income (loss)
$
10,970
$
(21,604
)
151
%
$
9,910
$
(62,368
)
116
%
Three Months
International outdoor revenue increased $13.7 million during the third quarter of 2010 compared to the same period of 2009. Revenue growth from all of our advertising inventory categories, particularly street furniture, and across most countries was partially offset by the exit from the business in Greece. Foreign exchange movements negatively impacted revenues by $12.5 million.
Direct operating expenses decreased $14.8 million during the third quarter of 2010 compared to the same period of 2009, primarily from a $9.4 million decrease from movements in foreign exchange and a $4.7 million decline in site-lease expenses as a result of cost savings from our restructuring program and the exit from the business in Greece. SG&A expenses increased $2.3
20
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million during the third quarter of 2010 compared to the same period of 2009 primarily from increased selling costs associated with the increase in revenue, partially offset by a $2.5 million decrease from movements in foreign exchange.
Depreciation and amortization decreased $6.3 million during the third quarter of 2010 compared to the same period of 2009 primarily as a result of assets that became fully amortized during 2009.
Nine Months
International outdoor revenue increased $40.6 million during the first nine months of 2010 compared to the same period of 2009, primarily as a result of revenue growth from street furniture across most countries and included a $3.4 million increase from movements in foreign exchange. Partially offsetting the increase was the exit from the businesses in Greece and India.
Direct operating expenses decreased $12.0 million during the first nine months of 2010 compared to the same period of 2009, primarily as a result of a $16.6 million decline in site-lease expenses associated with cost savings from our restructuring program and the exit from the business in Greece, partially offset by a $1.2 million increase from movements in foreign exchange. SG&A expenses decreased $3.1 million during the first nine months of 2010 compared to the same period of 2009, primarily as a result of a $4.5 million decrease in business tax related to a change in French tax law, partially offset by higher compensation expense associated with the increase in revenue.
Depreciation and amortization decreased $16.6 million during the first nine months of 2010 compared to the same period of 2009 primarily as a result of assets that became fully amortized during 2009.
Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income (Loss)
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2010
2009
2010
2009
Radio broadcasting
$
234,938
$
202,549
$
610,667
$
461,583
Americas outdoor advertising
84,440
63,583
181,848
150,941
International outdoor advertising
10,970
(21,604
)
9,910
(62,368
)
Other
3,275
(8,535
)
(484
)
(41,700
)
Impairment charges
(4,041,252
)
Other operating income (expense) net
(29,559
)
1,403
(22,523
)
(33,007
)
Corporate expenses
(82,968
)
(81,765
)
(215,812
)
(183,422
)
Consolidated operating income (loss)
$
221,096
$
155,631
$
563,606
$
(3,749,225
)
Share-Based Compensation Expense
The following table details amounts related to share-based compensation expense for the three and nine months ended September 30, 2010 and 2009, respectively:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2010
2009
2010
2009
Radio broadcasting
$
1,746
$
2,070
$
5,252
$
6,208
Americas outdoor advertising
2,207
1,775
6,553
5,971
International outdoor advertising
658
537
1,953
1,806
Corporate
3,732
4,834
11,209
14,537
Total share-based compensation expense
$
8,343
$
9,216
$
24,967
$
28,522
Additionally, we recorded compensation expense of $6.0 million in Corporate expenses related to shares tendered by Mark P. Mays to us on August 23, 2010 for purchase at $36.00 per share pursuant to a put option included in his amended employment agreement.
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LIQUIDITY AND CAPITAL RESOURCES
The following discussion highlights our cash flow activities during the nine months ended September 30, 2010 and 2009, respectively.
Cash Flows
Nine Months Ended
September 30,
(In thousands)
2010
2009
Cash provided by (used for):
Operating activities
$
316,542
$
10,102
Investing activities
$
(165,339
)
$
(67,019
)
Financing activities
$
(334,363
)
$
1,191,841
Operating Activities
The increase in cash flows from operations in the first nine months of 2010 compared to the same period of 2009 was primarily driven by improved profitability, including a 5% increase in revenue and a 3% decrease in direct operating and SG&A expenses. Our cash paid for interest increased $6.2 million and we received $132.3 million in Federal income tax refunds.
Investing Activities
Cash used for investing activities during the first nine months of 2010 primarily reflected capital expenditures of $169.4 million. We spent $21.6 million for capital expenditures in our Radio segment, $70.6 million in our Americas outdoor segment primarily related to the construction of new billboards, and $68.7 million in our International outdoor segment primarily related to new billboard and street furniture contracts and renewals of existing contracts. In addition, we acquired representation contracts for $10.9 million and received proceeds of $20.6 million primarily related to the sale of radio stations and assets in our Americas and International outdoor segments.
Cash used for investing activities during the first nine months of 2009 primarily reflected capital expenditures of $150.8 million. We spent $33.5 million for capital expenditures in our Radio segment, $58.1 million in our Americas outdoor segment primarily related to the construction of new billboards, and $55.9 million in our International outdoor segment primarily related to new billboard and street furniture contracts and renewals of existing contracts. We received proceeds of $41.4 million primarily related to the sale of our remaining investment in Grupo ACIR Communicaciones. In addition, we received proceeds of $40.9 million primarily related to the disposition of radio stations and corporate assets.
Financing Activities
During the first nine months of 2010, our wholly-owned subsidiary, Clear Channel Investments, Inc., repurchased $185.2 million aggregate principal amount of Clear Channels senior toggle notes for $125.0 million as discussed in the
Debt Repurchases and Maturities
section within this MD&A. Clear Channel repaid its remaining 7.65% senior notes upon maturity for $138.8 million with proceeds from its delayed draw term loan facility that was specifically designated for this purpose. In addition, we repaid Clear Channels remaining 4.50% senior notes upon maturity for $240.0 million with available cash on hand.
Cash provided by financing activities for the first nine months of 2009 primarily reflected a draw of remaining availability of $1.6 billion under Clear Channels $2.0 billion revolving credit facility. We redeemed Clear Channels $500.0 million aggregate principal amount of its 4.25% senior notes with proceeds from our $500.0 million delayed draw term loan facility that was specifically designated for this purpose. Our wholly-owned subsidiaries, CC Finco and CC Finco II, LLC, together repurchased certain of Clear Channels outstanding senior notes for $300.9 million. In addition, during the first nine months of 2009, our Americas outdoor segment purchased the remaining 15% interest in our fully consolidated subsidiary, Paneles Napsa S.A., for $13.0 million and our International outdoor segment acquired an additional 5% interest in our fully consolidated subsidiary, Clear Channel Jolly Pubblicita SPA, for $12.1 million.
Anticipated Cash Requirements
Our ability to fund our working capital needs, debt service and other obligations, and to comply with the financial covenant under our financing agreements depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control. If our future operating performance does not meet our expectations or our plans materially change in an adverse manner or prove to be materially inaccurate, we may need additional financing. There can be no assurance that such financing, if permitted under the terms of Clear Channels financing agreements, will
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be available on terms acceptable to us or at all. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet Clear Channels obligations.
We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue additional acquisitions and may decide to dispose of certain businesses. These acquisitions or dispositions could be material.
Based on our current and anticipated levels of operations and conditions in our markets, we believe that cash on hand as well as cash flow from operations will enable us to meet our working capital, capital expenditure, debt service and other funding requirements for at least the next 12 months.
We expect to be in compliance with the covenants contained in Clear Channels material financing agreements in 2010, including the subsidiary senior notes, and including the financial covenant contained in Clear Channels senior credit facilities that limits the ratio of our consolidated senior secured debt, net of cash and cash equivalents, to our consolidated adjusted EBITDA for the preceding four quarters. However, our anticipated results are subject to significant uncertainty and our ability to comply with this limitation may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any covenants set forth in Clear Channels financing agreements would result in a default thereunder. An event of default would permit the lenders under a defaulted financing agreement to declare all indebtedness thereunder to be due and payable prior to maturity. Moreover, the lenders under the revolving credit facility under Clear Channels senior secured credit facilities would have the option to terminate their commitments to make further extensions of revolving credit thereunder. If we are unable to repay Clear Channels obligations under any secured credit facility, the lenders could proceed against any assets that were pledged to secure such facility. In addition, a default or acceleration under any of Clear Channels material financing agreements, including the subsidiary senior notes, could cause a default under other of our obligations that are subject to cross-default and cross-acceleration provisions. The threshold amount for a cross-default under the senior secured credit facilities is $100.0 million.
SOURCES OF CAPITAL
As of September 30, 2010 and December 31, 2009, we had the following debt outstanding, net of cash and cash equivalents:
September 30,
December 31,
(In millions)
2010
2009
Senior Secured Credit Facilities:
Term Loan Facilities
$
10,885.4
$
10,885.4
Revolving Credit Facility
1,842.5
1,812.5
Delayed Draw Term Loan Facilities
1,013.2
874.4
Receivables Based Facility
354.2
355.8
Secured Subsidiary Debt
5.9
5.2
Total Secured Debt
14,101.2
13,933.3
Senior Cash Pay Notes
796.3
796.3
Senior Toggle Notes
829.8
915.2
Clear Channel Senior Notes
(1)
2,245.7
2,479.5
Subsidiary Senior Notes
2,500.0
2,500.0
Clear Channel Subsidiary Debt
65.5
77.7
Total Debt
20,538.5
20,702.0
Less: Cash and cash equivalents
1,700.8
1,884.0
$
18,837.7
$
18,818.0
(1)
Includes $665.7 million and $788.1 million at September 30, 2010 and December 31, 2009, respectively, in unamortized fair value purchase accounting discounts related to the merger.
We and our subsidiaries have from time to time repurchased certain debt obligations of Clear Channel and we may in the future, as part of various financing and investment strategies, purchase additional outstanding indebtedness of Clear Channel or its subsidiaries or our outstanding equity securities or outstanding equity securities of Clear Channel Outdoor Holdings, Inc., in tender offers, open market purchases, privately negotiated transactions or otherwise. We may also sell certain assets or properties and use the proceeds to reduce our indebtedness or the indebtedness of our subsidiaries. These purchases or sales, if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of
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operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in our leverage or other financial ratios, which could have a material positive or negative impact on our ability to comply with the covenants contained in our debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
The senior secured credit facilities require Clear Channel to comply on a quarterly basis with a financial covenant limiting the ratio of consolidated secured debt, net of cash and cash equivalents, to consolidated adjusted EBITDA for the preceding four quarters. Clear Channels secured debt consists of the senior secured credit facilities, the receivables-based credit facility and certain other secured subsidiary debt. Clear Channels consolidated adjusted EBITDA for the preceding four quarters of $1.7 billion is calculated as operating income for the period before depreciation, amortization, and other operating income (expense) net, plus impairment charges and non-cash compensation for the period, and is further adjusted for certain items, including: (i) an increase for expected cost savings (limited to $100.0 million in any twelve month period) of $54.3 million; (ii) an increase of $13.8 million for cash received from nonconsolidated affiliates; (iii) an increase of $51.3 million for non-cash items; (iv) an increase of $94.1 million related to restructuring charges and other costs/expenses; and (v) an increase of $13.1 million for various other items. The maximum ratio under this financial covenant is currently set at 9.5:1 and becomes more restrictive over time beginning in the second quarter of 2013. At September 30, 2010, our ratio was 7.1:1.
Disposition of Assets
On October 15, 2010, Clear Channel Outdoor Holdings, Inc., our subsidiary, transferred its interest in its Branded Cities operations to its joint venture partner, The Ellman Companies. The long-lived tangible and intangible assets of the Branded Cities operations were transferred for less than their carrying values in connection with this transaction. In connection with this subsequent event, we recorded a non-cash charge in the third quarter of 2010 of approximately $23.6 million in Other operating income (expense) net to present these assets at their estimated fair values as of September 30, 2010.
During the three months ended September 30, 2010, our International outdoor segment sold its outdoor advertising business in India, resulting in a loss of $3.7 million included in Other operating income (expense) net. In addition, we sold three radio stations and recorded a loss of $0.9 million in Other operating income (expense) net during the nine months ended September 30, 2010.
USES OF CAPITAL
Debt Repurchases and Maturities
During the first nine months of 2010, Clear Channel Investments, Inc. (CC Investments), our indirect wholly-owned subsidiary, repurchased certain of Clear Channels outstanding senior toggle notes through an open market purchase as shown in the table below. Notes repurchased and held by CC Investments are eliminated in consolidation.
Nine Months Ended
(In thousands)
September 30, 2010
CC Investments
Principal amount of debt repurchased
$
185,185
Deferred loan costs and other
104
Gain recorded in Other income (expense) net
(60,289
)
Cash paid for repurchases of long-term debt
$
125,000
On July 16, 2010, Clear Channel made the election to pay interest on the senior toggle notes entirely in cash, effective for the interest period commencing August 1, 2010.
During the first nine months of 2010, Clear Channel repaid its remaining 7.65% senior notes upon maturity for $138.8 million, including $5.1 million of accrued interest, with proceeds from its delayed draw term loan facility that was specifically designated for this purpose. Also during the first nine months of 2010, we repaid Clear Channels remaining 4.50% senior notes upon maturity for $240.0 million with available cash on hand.
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Certain Relationships with the Sponsors
We are 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 management and financial advisory services until 2018. These arrangements 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 and nine months ended September 30, 2010, we recognized management fees and reimbursable expenses of $4.4 million and $13.0 million, respectively. For the three and nine months ended September 30, 2009, we recognized management fees and reimbursable expenses of $6.1 million and $15.6 million, respectively.
Commitments, Contingencies and Guarantees
As a result of Clear Channels election to pay cash interest on the senior toggle notes, our contractual obligation to make a payment on August 1, 2013 will be reduced to $57.4 million, assuming the cash interest election remains in effect for the remaining term of the notes, compared to the $486.1 million disclosed in the schedule of Commitments, Contingencies and Guarantees in our Annual Report on Form 10-K for the year ended December 31, 2009.
We are currently involved in certain legal proceedings. Based on current assumptions, we have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. Future results of operations could be materially affected by changes in these assumptions or the effectiveness of our strategies related to these proceedings.
SEASONALITY
Typically, our Radio broadcasting, Americas outdoor and International outdoor segments experience their lowest financial performance in the first quarter of the calendar year, with International outdoor historically experiencing a loss from operations in that period. Our Radio broadcasting and Americas outdoor segments historically experience consistent performance for the remainder of the calendar year. Our International outdoor segment typically experiences its strongest performance in the second and fourth quarters of the calendar year. We expect this trend to continue in the future.
MARKET RISK
Interest Rate Risk
A significant amount of our long-term debt bears interest at variable rates. Accordingly, our earnings will be affected by changes in interest rates. At September 30, 2010, we had interest rate swap agreements with a $6.0 billion aggregate notional amount that effectively fix interest rates on a portion of our floating rate debt. The fair value of these agreements at September 30, 2010 was a liability of $249.4 million. At September 30, 2010, approximately 38% of our aggregate principal amount of long-term debt, taking into consideration debt for which we have entered into pay-fixed-rate-receive-floating-rate swap agreements, bears interest at floating rates.
Assuming the current level of borrowings and interest rate swap contracts and assuming a 30% change in LIBOR, our interest expense for the three and nine months ended September 30, 2010 would have changed by approximately $1.6 million and $4.7 million, respectively.
On October 29, 2010, $3.5 billion of our interest rate swaps matured. The remaining interest rate swap is scheduled to mature in 2013.
In the event of an adverse change in interest rates, management may take actions to further mitigate its exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.
Foreign Currency Exchange Rate Risk
We have operations in countries throughout the world. The financial results of our foreign operations are measured in their local currencies. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we operate. We believe we mitigate a small portion of our exposure to foreign currency fluctuations with a natural hedge through borrowings in currencies other than the U.S. dollar. We estimate a 10%
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increase in the value of the U.S. dollar relative to foreign currencies would have increased our net loss for the three and nine months ended September 30, 2010 by approximately $1.6 million and $2.5 million, respectively, and that a 10% decrease in the value of the U.S. dollar relative to foreign currencies would have decreased our net loss by a corresponding amount.
This analysis does not consider the implications that such fluctuations could have on the overall economic activity that could exist in such an environment in the U.S. or the foreign countries or on the results of operations of these foreign entities.
Inflation
Inflation is a factor in the economies in which we do business and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for wages, salaries and equipment. Although the exact impact of inflation is indeterminable, we believe we have offset these higher costs by increasing the effective advertising rates of most of our broadcasting stations and outdoor display faces.
NEW ACCOUNTING PRONOUNCEMENTS
In August 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. This ASU amends various SEC paragraphs pursuant to the issuance of Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies and became effective upon issuance. The adoption of ASU No. 2010-21 will not have a material impact on our financial position or results of operations.
In August 2010, the FASB issued ASU No. 2010-22, Accounting for Various TopicsTechnical Corrections to SEC Paragraphs. This ASU amends various SEC paragraphs and became effective upon issuance. The adoption of ASU No. 2010-22 will not have a material impact on our financial position or results of operations.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Except for the historical information, this report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance and availability of capital and the terms thereof. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables which could impact our future performance. These statements are made on the basis of managements views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that managements expectations will necessarily come to pass. We do not intend, nor do we undertake any duty, to update any forward-looking statements.
A wide range of factors could materially affect future developments and performance, including:
the impact of the substantial indebtedness incurred to finance the consummation of the merger, including the effect of our leverage on our financial position and earnings;
the need to allocate significant amounts of our cash flow to make payments on our indebtedness, which in turn could reduce our financial flexibility and ability to fund other activities;
risks associated with a global economic downturn and its impact on capital markets;
other general economic and political conditions in the United States and in other countries in which we currently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts;
the risk that our restructuring program may not be entirely successful;
the impact of the geopolitical environment;
industry conditions, including competition;
fluctuations in operating costs;
technological changes and innovations;
changes in labor conditions;
legislative or regulatory requirements;
capital expenditure requirements;
fluctuations in exchange rates and currency values;
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the outcome of pending and future litigation;
changes in interest rates;
taxes;
shifts in population and other demographics;
access to capital markets and borrowed indebtedness;
the risk that we may not be able to integrate the operations of recently acquired companies successfully; and
certain other factors set forth in our other filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2009.
This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Required information is presented under MARKET RISK within Item 2 of this Part I.
ITEM 4.
CONTROLS AND PROCEDURES
Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have carried out an evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2010 to ensure that information we are required to disclose in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC and is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
Certain of our subsidiaries are co-defendants with Live Nation (which was spun off as an independent company in December 2005) in 22 putative class actions filed beginning in May 2006 by different named plaintiffs in various district courts throughout the country. These actions generally allege that the defendants monopolized or attempted to monopolize the market for live rock concerts in violation of Section 2 of the Sherman Act. Plaintiffs claim that they paid higher ticket prices for defendants rock concerts as a result of defendants conduct. They seek damages in an undetermined amount. On April 17, 2006, the Judicial Panel for Multidistrict Litigation centralized these class action proceedings in the Central District of California. On March 2, 2007, plaintiffs filed motions for class certification in five template cases involving five regional markets: Los Angeles, Boston, New York, Chicago and Denver. Defendants opposed that motion and, on October 22, 2007, the district court issued its decision certifying the class for each regional market. On February 20, 2008, defendants filed a Motion for Reconsideration of the Class Certification Order, which is still pending. Plaintiffs filed a Motion for Approval of the Class Notice Plan on September 25, 2009, but the Court denied the Motion as premature and ordered the entire case stayed until the 9th Circuit issues its en banc opinion in
Dukes v. Wal-Mart
, 509 F.3d 1168 (9th Cir. 2007), a case that may change the standard for granting class certification in the 9th Circuit. On April 26, 2010, the 9th Circuit issued its opinion adopting a new class certification standard which will require district courts to resolve Rule 23 factual disputes that overlap with the merits of the case. In response, the defendants asked the court to set a hearing date for argument on our Motion for Reconsideration of the Class Certification Order. On July 30, 2010, Plaintiffs filed a motion to lift the stay of proceedings in the case. On October 13, 2010 the district court granted plaintiffs request to lift the stay and denied defendants motion to reconsider the decision to grant class certification. The court also ordered the parties to meet and confer on a joint stipulation for proceeding with class notification and discovery. In the Master Separation and Distribution Agreement between one of our subsidiaries and Live Nation that was entered into in connection with the spin-off of Live Nation in December 2005, Live Nation agreed, among other things, to assume responsibility for legal actions existing at the time of, or initiated after, the spin-off in which we are a defendant if such actions relate in any material respect to the business of Live Nation. Pursuant to the Agreement, Live Nation also agreed to indemnify us with respect to all liabilities assumed by Live Nation, including those pertaining to the claims discussed above.
On or about July 12, 2006, two of our operating businesses (L&C Outdoor Ltda. and Publicidad Klimes Sao Paulo Ltda.) in the Sao 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 our businesses fall within the definition of communication services and as such are subject to the VAT. The aggregate amount of tax initially claimed to be owed by both businesses equals approximately $69.4 million, comprised of approximately $20.2 million in taxes, approximately $40.2 million in penalty and approximately $9.0 million in interest (as of September 30, 2010 at an exchange rate of 0.59). In addition, the taxing authorities are seeking to impose an additional aggregate amount of interest on the tax and penalty amounts until the initial tax, penalty and interest are paid of approximately $39.3 million (as of September 30, 2010 at an exchange rate of 0.59). The aggregate amount of additional interest accrues daily at an interest rate promulgated by the Brazilian government, which at September 30, 2010 is equal to approximately $1.85 million per month.
We have filed petitions to challenge the imposition of this tax against each of our businesses, which are proceeding separately. Our challenge for L&C Outdoor Ltda. was unsuccessful at the first administrative level, but successful at the second administrative level. The state taxing authority filed an appeal to the next administrative level, which required consideration by a full panel of 16 administrative law judges. On September 27, 2010, we received an unfavorable ruling from this final administrative level and intend to appeal this ruling to the judicial level. We have filed a petition to have the case remanded to the second administrative level for consideration of the amount of the penalty assessed against us. Our challenge for Publicidad Klimes Sao Paulo Ltda. was unsuccessful at the first administrative level, and denied at the second administrative level on or about September 24, 2009. The case is now pending before the third administrative level.
We are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of these claims. 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 our assumptions or the effectiveness of our strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations.
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Item 1A.
Risk Factors
For information regarding our risk factors, please refer to Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2009. There have not been any material changes in the risk factors disclosed in the 2009 Annual Report on Form 10-K.
Additional information relating to risk factors is described in Managements Discussion and Analysis of Financial Condition and Results of Operations under Cautionary Statement Concerning Forward-Looking Statements.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth the purchases made during the quarter ended September 30, 2010 by or on behalf of the Company or an affiliated purchaser of shares of our Class A common stock registered pursuant to Section 12 of the Exchange Act:
Maximum Number (or
Approximate Dollar
Total Number of Shares
Value) of Shares that
Total Number of
Average
Purchased as Part of
May Yet Be Purchased
Shares
Price Paid
Publicly Announced
Under the Plans or
Period
Purchased
(1)
per Share
(2)
Plans or Programs
Programs
July 1 through July 31
67,215
$
6.50
(3
)
August 1 through August 31
200,000
$
36.00
(3
)
September 1 through September 30
81
$
7.50
(3
)
Total
267,296
$
28.57
$
100,000,000
(3)
(1)
The shares indicated consist of: (a) 200,000 shares tendered by Mark P. Mays to the Company on August 23, 2010 for purchase at $36.00 per share pursuant to a put option included in his amended employment agreement; and (b) 67,296 shares tendered by employees to the Company during the three months ended September 30, 2010 to satisfy the employees tax withholding obligations in connection with the vesting and release of restricted shares, which are repurchased by the Company based on their fair market value on the date the relevant transaction occurs.
(2)
The calculation of the average price paid per share does not give effect to any fees, commissions or other costs associated with the repurchase of such shares. The calculation includes 200,000 shares purchased by the Company at $36.00 per share pursuant to a put option included in Mr. Mays amended employment agreement. Without those 200,000 shares, the weighted average price paid per share would have been $6.50.
(3)
On August 9, 2010, Clear Channel Communications, Inc., an indirect subsidiary of the Company, announced that its board of directors approved a stock purchase program under which Clear Channel Communications or its subsidiaries may purchase up to an aggregate of $100 million of the Class A common stock of the Company and/or the Class A common stock of Clear Channel Outdoor Holdings, Inc., an indirect subsidiary of Clear Channel Communications. The stock purchase program does not have a fixed expiration date and may be modified, suspended or terminated at any time at Clear Channel Communications discretion. No shares were purchased under the stock purchase program during the three months ended September 30, 2010.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
(Removed and Reserved)
Item 5.
Other Information
None.
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Item 6.
Exhibits
Exhibit
Number
Description
11*
Statement re: Computation of Per Share Earnings.
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 of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Filed herewith.
**
Furnished herewith.
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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.
November 8, 2010
/s/ Scott D. Hamilton
Scott D. Hamilton
Chief Accounting Officer
31