Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Shares of our Class A common stock are quoted for trading on the Nasdaq Global Select Market ("Nasdaq") under the symbol “IHRT.” There were 604 stockholders of record of our Class A common stock as of February 22, 2021. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
There is no established public trading market for our Class B common stock. There were 29,088,181 shares of our Class B common stock outstanding on February 22, 2021. Holders of shares of the Successor Company's Class B common stock are generally entitled to convert shares of Class B common stock into shares of Class A common stock on a one-for-one basis, subject to the Company’s ability to restrict conversion in order to comply with the Communications Act of 1934, as amended (the “Communications Act”) and Federal Communications Commission (“FCC”) regulations. There were 89 stockholders of record of our Class B common stock as of February 22, 2021. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
On November 5, 2020, the FCC issued the Declaratory Ruling, which permits the Company to be up to 100% foreign-owned, subject to certain conditions. On January 8, 2021, the Company exchanged a portion of the outstanding Special Warrants into Class A common stock or Class B common stock, in compliance with the Declaratory Ruling, the Communications Act and FCC rules. Following the Exchange, the Company’s remaining Special Warrants continue to be exercisable for shares of Class A common stock or Class B common stock. Each Special Warrant issued under the special warrant agreement entered into in connection with the Reorganization may be exercised by its holder to purchase one share of the Company's Class A common stock or Class B common stock, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, (a) subject to certain exceptions, such exercising holder owning more than 4.99 percent of the Company's outstanding Class A common stock or total equity, or (b) the Company violating any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC. Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement. There were 6,201,453 Special Warrants outstanding on February 22, 2021.
For more information regarding our Class A common Stock, Class B common stock and Special Warrants, refer to Note 12, Stockholders' Equity to our consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.
We currently have no intention to pay dividends on our Class A common stock at any time in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant.
28
Stock Performance Graph
The following chart provides a comparison of the cumulative total returns, adjusted for any stock splits and dividends, for iHeartMedia, Inc., our Radio Index* and the Nasdaq Stock Market Index for the period fro m July 18, 2019, t he day our Class A common stock was listed and began trading on the Nasdaq, through December 31, 2020.
Indexed Stock Price Close
(Price Adjusted for Stock Splits and Dividends)
Source: Yahoo Finance
* We have constructed a peer group index comprised of other radio companies that includes Cumulus Media, Beasley Broadcast Group and Entercom Communications. Our peer group index previously included Emmis Communications, which delisted from Nasdaq in 2020 and we have replaced with Beasley Broadcast Group.
7/18/19 9/30/19 12/31/19 3/31/20 6/30/20 9/30/20 12/31/20
iHeartMedia, Inc. $ 1,000 $ 909 $ 1,024 $ 443 $ 506 $ 492 $ 787
Radio Index* $ 1,000 $ 780 $ 860 $ 422 $ 439 $ 344 $ 489
Nasdaq Stock Market Index $ 1,000 $ 975 $ 1,093 $ 938 $ 1,226 $ 1,361 $ 1,570
Purchases of Equity Securities
The following table sets forth the purchases made during the quarter ended December 31, 2020 by or on behalf of us or an affiliated purchaser of shares of our Class A common stock registered pursuant to Section 12 of the Exchange Act:
29
Period Total Number of Shares Purchased (1)
Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 through October 31 759 $ 8.19 — $ —
November 1 through November 30 9,673 8.53 — —
December 1 through December 31 6,923 8.35 — —
Total 17,355 $ 8.45 — —
(1) The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended December 31, 2020 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.
30
ITEM 6. SELECTED FINANCIAL DATA
The following tables set forth our selected historical consolidated financial and other data as of the dates and for the periods indicated. The selected historical financial data are derived from our audited consolidated financial statements. Certain prior period amounts have been reclassified to conform to the 2020 presentation. Historical results are not necessarily indicative of the results to be expected for future periods. Acquisitions and dispositions impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data.
The selected historical consolidated financial and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto located within Item 8 of Part II of this Annual Report on Form 10-K.
(In thousands, except per share data) Successor Company Predecessor Company
For the Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, For the Years Ended December 31,
2020 2019 2019 2018 2017 2016
Results of Operations Data:
Revenue $ 2,948,218 $ 2,610,056 $ 1,073,471 $ 3,611,323 $ 3,586,647 $ 3,574,633
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)
1,163,148 878,956 381,184 1,132,439 1,121,088 1,024,402
Selling, general and administrative expenses (excludes depreciation and amortization)
1,225,097 897,670 427,230 1,350,157 1,318,346 1,202,841
Corporate expenses (excludes depreciation and amortization)
144,572 136,171 53,647 184,216 174,400 187,263
Depreciation and amortization 402,929 249,623 52,834 211,951 275,304 291,103
Impairment charges (1)
1,738,752 — 91,382 33,150 6,040 726
Other operating (income) expense, net 11,344 8,000 154 9,266 (9,313) 1,132
Operating income (loss) (1,737,624) 439,636 67,040 690,144 700,782 867,166
Interest expense (income), net 343,745 266,773 (499) 334,798 1,484,435 1,475,090
Loss on investments (9,346) (20,928) (10,237) (472) (3,827) (13,438)
Equity in earnings (loss) of nonconsolidated affiliates (379) (279) (66) 116 (1,865) (15,044)
Gain on extinguishment of debt — — — — 1,271 157,556
Other income (expense), net (7,751) (18,266) 23 (23,007) (45,122) (2,420)
Reorganization items, net — — 9,461,826 (356,119) — —
Income (loss) from continuing operations before income taxes (2,098,845) 133,390 9,519,085 (24,136) (833,196) (481,270)
Income tax benefit (expense) 183,623 (20,091) (39,095) (13,836) 177,188 127,130
Income (loss) from continuing operations (1,915,222) 113,299 9,479,990 (37,972) (656,008) (354,140)
Income (loss) from discontinued operations, net of tax — — 1,685,123 (164,667) 197,297 107,568
Net income (loss) (1,915,222) 113,299 11,165,113 (202,639) (458,711) (246,572)
Less amount attributable to noncontrolling interest (523) 751 (19,028) (729) (60,651) 55,484
Net income (loss) attributable to the Company $ (1,914,699) $ 112,548 $ 11,184,141 $ (201,910) $ (398,060) $ (302,056)
31
(In thousands, except per share data) Successor Company Predecessor Company
For the Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, For the Years Ended December 31,
2020 2019 2019 2018 2017 2016
Net income (loss) per common share:
Basic:
From continuing operations $ (13.12) $ 0.77 $ 109.92 $ (0.44) $ (7.71) $ (4.19)
From discontinued operations — — 19.76 (1.93) 3.02 0.62
Basic net income (loss) per share $ (13.12) $ 0.77 $ 129.68 $ (2.36) $ (4.68) $ (3.57)
Diluted:
From continuing operations $ (13.12) $ 0.77 $ 109.92 $ (0.44) $ (7.71) $ (4.19)
From discontinued operations — — 19.76 (1.93) 3.02 0.62
Diluted net income (loss) per share $ (13.12) $ 0.77 $ 129.68 $ (2.36) $ (4.68) $ (3.57)
(1) We recorded non-cash impairment charges of $1,738.8 million, $0.0 million, $91.4 million $33.2 million, $6.0 million and $0.7 million during 2020, the period from May 2, 2019 through December 31, 2019, the period from January 1, 2019 through May 1, 2019, 2018, 2017 and 2016, respectively. Our impairment charges are discussed more fully in Item 8 of Part II of this Annual Report on Form 10-K.
(In thousands) Successor Company Predecessor Company
As of December 31, As of December 31,
2020 2019 2018 2017 2016
Balance Sheet Data:
Current assets $ 1,618,976 $ 1,416,348 $ 2,235,017 $ 2,067,347 $ 2,494,229
Property, plant and equipment, net 811,702 846,876 502,202 489,685 535,329
Total assets 9,202,961 11,021,099 12,269,515 12,260,431 12,851,789
Current liabilities 717,804 667,398 1,247,649 16,354,597 1,674,574
Long-term debt, net of current maturities 5,982,155 5,756,504 — 410,661 14,912,060
Liabilities subject to compromise — — 16,480,256 — —
Stockholders' equity (deficit) 1,050,817 2,945,441 (11,560,342) (11,344,344) (10,901,861)
32