4 unchanged sentences
We have audited the accompanying consolidated balance sheets of iHeartMedia, Inc.
−Removed: and subsidiaries (the Company) as of December 31, 2020 and 2019 (Successor), the related consolidated statements of comprehensive income (loss), changes in stockholders' equity (deficit) and cash flows for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor), the period from January 1, 2019 through May 1, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019 (Successor), and the results of its operations and its cash flows for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor), the period from January 1, 2019 through May 1, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor) in conformity with U.S.
+Added: and subsidiaries (the Company) as of December 31, 2021 and 2020 (Successor), the related consolidated statements of comprehensive income (loss), changes in stockholders' equity (deficit) and cash flows for the years ended December 31, 2021 (Successor), December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor), and the period from January 1, 2019 through May 1, 2019 (Predecessor), and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020 (Successor), and the results of its operations and its cash flows for the years ended December 31, 2021 (Successor), December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor), and the period from January 1, 2019 through May 1, 2019 (Predecessor) in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2022 expressed an unqualified opinion thereon.
−Removed: Adoption of New Accounting Standard
−Removed: As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019.
Basis for Opinion
17 unchanged sentences
Management conducts impairment tests for goodwill and indefinite-lived intangibles annually during the third quarter, or more frequently, if events or circumstances indicate the carrying value of goodwill or indefinite-lived intangibles may be impaired.
−Removed: In the first quarter, the Company performed an interim impairment test which resulted in a goodwill impairment charge of $1.2 billion related to the Audio reporting unit within the Audio segment, and FCC license impairment charges of $502.7 million.
+Added: The Company performed their annual impairment test as of July 1, 2021 on goodwill and indefinite-lived intangible assets which resulted in no impairment charges being recorded to goodwill or FCC Licenses.
Auditing management’s impairment tests for goodwill and intangible assets with indefinite lives was complex and highly judgmental and required the involvement of a valuation specialist due to the significant estimation required to determine the fair value of the reporting units and FCC licenses.
45 unchanged sentences
Long-term debt 5,738,195 5,982,155
−Removed: Series A Mandatorily Redeemable Preferred Stock, par value $ 0.001 , authorized 60,000 shares, 60,000 shares issued in 2020 and 2019, respectively
−Removed: 60,000 60,000
+Added: Series A Mandatorily Redeemable Preferred Stock, par value $ 0.001 , authorized 95,000 shares, no shares issued in 2021 and 60,000 shares issued in 2020, respectively
Noncurrent operating lease liabilities 738,814 764,491
9 unchanged sentences
Additional paid-in capital 2,876,571 2,849,020
−Removed: Retained earnings (Accumulated deficit) ( 1,803,620 ) 112,548
+Added: Accumulated deficit ( 1,962,819 ) ( 1,803,620 )
Accumulated other comprehensive income (loss) ( 257 ) 194
8 unchanged sentences
Successor Company Predecessor Company
−Removed: (In thousands, except per share data) Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, Year Ended December 31,
+Added: (In thousands, except per share data) Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1,
2021 2020 2019 2019
5 unchanged sentences
1,519,355 1,395,010 1,052,484 491,449
−Removed: Corporate expenses (excludes depreciation and amortization) 144,572 136,171 53,647 184,216
Depreciation and amortization 469,417 402,929 249,623 52,834
3 unchanged sentences
Interest expense (income), net 332,384 343,745 266,773 ( 499 )
−Removed: Loss on investments, net ( 9,346 ) ( 20,928 ) ( 10,237 ) ( 472 )
−Removed: Equity in earnings (loss) of nonconsolidated affiliates ( 379 ) ( 279 ) ( 66 ) 116
+Added: Gain (loss) on investments, net 43,643 ( 9,346 ) ( 20,928 ) ( 10,237 )
+Added: Equity in loss of nonconsolidated affiliates ( 1,138 ) ( 379 ) ( 279 ) ( 66 )
Other income (expense), net ( 14,976 ) ( 7,751 ) ( 18,266 ) 23
3 unchanged sentences
Income (loss) from continuing operations ( 158,389 ) ( 1,915,222 ) 113,299 9,479,990
−Removed: Income (loss) from discontinued operations, net of tax — — 1,685,123 ( 164,667 )
+Added: Income from discontinued operations, net of tax — — — 1,685,123
Net income (loss) ( 158,389 ) ( 1,915,222 ) 113,299 11,165,113
3 unchanged sentences
Foreign currency translation adjustments ( 451 ) 945 ( 750 ) ( 1,175 )
−Removed: Other adjustments to comprehensive income (loss) — — — ( 1,498 )
−Removed: Reclassification adjustments — — — 2,962
Other comprehensive income (loss) ( 451 ) 945 ( 750 ) ( 1,175 )
20 unchanged sentences
Stock Additional
−Removed: Capital Retained Earnings (Accumulated
+Added: Capital Accumulated
Deficit Accumulated
5 unchanged sentences
64,726,864 6,886,925 74,835,899 $ 8,350 $ 72 $ 2,849,020 $ ( 1,803,620 ) $ 194 $ ( 3,199 ) $ 1,050,817
−Removed: ( 523 ) — — ( 1,914,699 ) — — ( 1,915,222 )
+Added: Net income (loss) 810 — — ( 159,199 ) — — ( 158,389 )
Vesting of restricted stock and other
3 unchanged sentences
Conversion of Class B Shares to Class A Shares 7,634,045 ( 7,634,045 ) — — — — — — —
+Added: Other 2,982 ( 750 ) — — — — — ( 750 )
+Added: Other comprehensive loss — — — — ( 451 ) — ( 451 )
+Added: December 31, 2021 (Successor)
120,633,937 21,590,192 5,304,430 $ 8,410 $ 142 $ 2,876,571 $ ( 1,962,819 ) $ ( 257 ) $ ( 6,282 ) $ 915,765
−Removed: Cancellation of Special Warrants ( 2,982 ) — — — — — — —
+Added: (1) The Successor Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2021 or 2020.
+Added: See Notes to Consolidated Financial Statements
+Added: CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) OF
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: (In thousands, except per share data) Controlling Interest
+Added: Common Shares (1)
+Added: Interest Common
+Added: Stock Additional
+Added: Capital Retained Earnings (Accumulated
+Added: Deficit) Accumulated
+Added: Comprehensive
+Added: Income (Loss) Treasury
+Added: Shares Class B
+Added: Shares Special Warrants Total
+Added: December 31, 2019 (Successor)
57,776,204 6,904,910 81,046,593 $ 9,123 $ 65 $ 2,826,533 $ 112,548 $ ( 750 ) $ ( 2,078 ) $ 2,945,441
−Removed: Other comprehensive income
+Added: Net loss ( 523 ) — — ( 1,914,699 ) — — ( 1,915,222 )
+Added: Vesting of restricted stock and other 724,963 — 1 ( 23 ) — — ( 1,121 ) ( 1,143 )
+Added: Share-based compensation
— — 22,516 — — — 22,516
+Added: Conversion of Special Warrants to Class A and B Shares 6,205,617 2,095 ( 6,207,712 ) — 6 ( 6 ) — — — —
+Added: Conversion of Class B Shares to Class A Shares 20,080 ( 20,080 ) — — — — — — —
+Added: Other ( 2,982 ) ( 250 ) — — ( 1,469 ) ( 1 ) — ( 1,720 )
+Added: Other comprehensive income — — — — 945 — 945
December 31, 2020 (Successor)
64,726,864 6,886,925 74,835,899 $ 8,350 $ 72 $ 2,849,020 $ ( 1,803,620 ) $ 194 $ ( 3,199 ) $ 1,050,817
−Removed: (1) The Successor Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2020 or 2019.
−Removed: See Notes to Consolidated Financial Statements
+Added: (1) The Predecessor Company's former Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2020 or 2019.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) OF
7 unchanged sentences
Deficit) Accumulated
−Removed: Comprehensive
−Removed: Loss Treasury
+Added: Comprehensive Income (Loss) Treasury
Shares Class B
41 unchanged sentences
57,776,204 6,904,910 — 81,046,593 $ 9,123 $ 65 $ 2,826,533 $ 112,548 $ ( 750 ) $ ( 2,078 ) $ 2,945,441
−Removed: (1) The Predecessor Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2019 or 2018..
−Removed: See Notes to Consolidated Financial Statements
−Removed: CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) OF
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: (In thousands, except per share data) Controlling Interest
−Removed: Common Shares (1)
−Removed: Interest Common
−Removed: Stock Additional
−Removed: Capital Accumulated
−Removed: Deficit Accumulated
−Removed: Comprehensive
−Removed: Loss Treasury
−Removed: Shares Class B
−Removed: Shares Class C
−Removed: December 31, 2017 (Predecessor)
−Removed: 32,626,168 555,556 58,967,502 $ 41,191 $ 92 $ 2,072,566 $ ( 13,142,001 ) $ ( 313,718 ) $ ( 2,474 ) $ ( 11,344,344 )
−Removed: Net loss ( 729 ) — — ( 201,910 ) — — ( 202,639 )
−Removed: Issuance of restricted stock and other
−Removed: ( 333,224 ) ( 713 ) — — — — ( 84 ) ( 797 )
−Removed: Share-based compensation
−Removed: — — 2,066 — — — 2,066
−Removed: Share-based compensation - discontinued operations
−Removed: 8,517 — — — — — 8,517
−Removed: Payments to non-controlling interests
−Removed: ( 8,742 ) — — — — — ( 8,742 )
−Removed: Other 57 — — ( 1,435 ) 1,435 — 57
−Removed: Other comprehensive loss
−Removed: ( 8,713 ) — — — ( 5,747 ) — ( 14,460 )
−Removed: December 31, 2018 (Predecessor)
−Removed: 32,292,944 555,556 58,967,502 $ 30,868 $ 92 $ 2,074,632 $ ( 13,345,346 ) $ ( 318,030 ) $ ( 2,558 ) $ ( 11,560,342 )
−Removed: (1) The Company's Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2018 and 2017, respectively.
−Removed: See Notes to Consolidated Financial Statements
+Added: (1) The Company's former Class D Common Stock and Preferred Stock are not presented in the data above as there were no shares issued and outstanding in 2019 and 2018, respectively.
CONSOLIDATED STATEMENTS OF CASH FLOWS OF
2 unchanged sentences
Successor Company Predecessor Company
−Removed: (In thousands) Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, Year Ended December 31,
+Added: (In thousands) Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1,
2021 2020 2019 2019
1 unchanged sentence
Net income (loss) $ ( 158,389 ) $ ( 1,915,222 ) $ 113,299 $ 11,165,113
−Removed: (Income) loss from discontinued operations — — ( 1,685,123 ) 164,667
+Added: Income from discontinued operations — — — ( 1,685,123 )
Reconciling items:
7 unchanged sentences
(Gain) loss on disposal of operating and other assets 26,841 6,986 4,539 ( 143 )
−Removed: Loss on investments 9,346 20,928 10,237 472
−Removed: Equity in (earnings) loss of nonconsolidated affiliates 379 279 66 ( 116 )
+Added: (Gain) loss on investments ( 43,643 ) 9,346 20,928 10,237
+Added: Equity in loss of nonconsolidated affiliates 1,138 379 279 66
Barter and trade income ( 16,276 ) ( 10,502 ) ( 12,961 ) ( 5,947 )
9 unchanged sentences
Cash provided by (used for) operating activities from continuing operations 330,573 215,945 468,905 ( 7,505 )
−Removed: Cash provided by (used for) operating activities from discontinued operations — — ( 32,681 ) 225,453
+Added: Cash used for operating activities from discontinued operations — — — ( 32,681 )
Net cash provided by (used for) operating activities 330,573 215,945 468,905 ( 40,186 )
Cash flows from investing activities:
+Added: Business combinations ( 245,462 ) ( 62,050 ) — ( 1,998 )
+Added: Proceeds from sale of investments 50,757 1,000 765 —
Proceeds from disposal of assets 37,463 2,041 7,281 99
−Removed: Purchases of businesses ( 62,050 ) — ( 1,998 ) ( 74,272 )
Purchases of property, plant and equipment ( 183,372 ) ( 85,205 ) ( 75,993 ) ( 36,197 )
5 unchanged sentences
Proceeds from long-term debt and credit facilities — 779,750 1,250,007 269
−Removed: Payments on long-term debt and credit facilities ( 532,392 ) ( 1,285,408 ) ( 8,294 ) ( 622,677 )
+Added: Payments on long-term debt, Mandatorily Redeemable Preferred Stock and credit facilities ( 352,383 ) ( 532,392 ) ( 1,285,408 ) ( 8,294 )
Proceeds from Mandatorily Redeemable Preferred Stock — — — 60,000
3 unchanged sentences
Cash provided by (used for) financing activities from continuing operations ( 352,124 ) 241,180 ( 58,033 ) ( 107,226 )
−Removed: Cash provided by (used for) financing activities from discontinued operations — — 51,669 ( 11,297 )
+Added: Cash provided by financing activities from discontinued operations — — — 51,669
Net cash provided by (used for) financing activities ( 352,124 ) 241,180 ( 58,033 ) ( 55,557 )
26 unchanged sentences
See Note 16, Discontinued Operations .
−Removed: As part of the Separation and Reorganization (as defined below), the Company reevaluated its segment reporting, resulting in the presentation of two reportable segments:
−Removed: ▪ Audio, which provides media and entertainment services via broadcast and digital delivery and also includes the Company’s events and national syndication businesses and
−Removed: ▪ Audio and Media Services, which provides other audio and media services, including the Company’s media representation business, Katz Media Group (“Katz Media”) and the Company's provider of scheduling and broadcast software, RCS.
+Added: As of January 1, 2021, the Company began reporting based on three reportable segments:
+Added: • the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;
+Added: • the Digital Audio Group, which includes all of the Company's Digital businesses, including Podcasting;
+Added: • the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), a full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services.
+Added: These reporting segments reflect how senior management operates the Company, align with certain leadership and organizational changes implemented in the first quarter of 2021 and provide improved visibility into the underlying performances, results, and margin profiles of our distinct businesses.
+Added: Additionally, as of January 1, 2021, Segment Adjusted EBITDA is the segment profitability metric reported to the Company's Chief Operating Decision Maker for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment.
+Added: Segment Adjusted EBITDA is calculated as Revenue less operating expenses, excluding restructuring expenses and share-based compensation expenses.
+Added: Restructuring expenses primarily include severance expenses incurred in connection with cost saving initiatives, as well as certain expenses, which, in the view of management, are outside the ordinary course of business or otherwise not representative of the Company's operations during a normal business cycle.
+Added: The corresponding current and prior period segment disclosures have been recast to reflect the current segment presentation.
+Added: See Note 12, Segment Data .
Our business has been adversely impacted by the novel coronavirus pandemic (“COVID-19”), its impact on the operating and economic environment and related, near-term advertiser spending decisions.
−Removed: iHeartCommunications borrowed $ 350.0 million principal amount under its $ 450.0 million senior secured asset-based revolving credit facility (the “ABL Facility”) as a precautionary measure to preserve iHeartCommunications’ financial flexibility in light of this uncertainty.
−Removed: The Company repaid the amounts borrowed under the ABL Facility during the second and third quarters of 2020 using cash on hand and the proceeds from the issuance of the incremental term loan (as discussed below).
−Removed: As of December 31, 2020, the ABL Facility had a facility size of $ 450.0 million, no principal amounts outstanding and $ 32.9 million of outstanding letters of credit, resulting in $ 417.1 million of excess availability.
−Removed: As a result of certain restrictions in the Company's debt and preferred stock agreements, as of December 31, 2020, approximately $ 172 million was available to be drawn upon under the ABL Facility.
−Removed: In July 2020, iHeartCommunications issued $ 450.0 million of incremental term loans pursuant to an amendment (the “Amendment No.
−Removed: 2”) to the credit agreement (as amended, the “Credit Agreement”) with iHeartMedia Capital I, LLC as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Bank of America, N.A., as administrative agent, governing the Company’s $ 2.5 billion aggregate principal amount of senior secured term loans (the “Term Loan Facility”) and used a portion of the proceeds to repay the $ 235.0 million outstanding balance under the ABL Facility.
+Added: The Company's revenue in the latter half of the month ended March 31, 2020, through the remainder of 2020 and into 2021 was significantly and negatively impacted as a
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The Company's revenue in the latter half of the month ended March 31, 2020 and in the remainder of 2020 was significantly and negatively impacted as a result of a decline in advertising spend driven by COVID-19, and the Company's management took proactive actions during the year to expand the Company’s financial flexibility by reducing expenses and preserving cash as a result of such impact.
−Removed: On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (“CARES Act”).
+Added: result of a decline in advertising spend driven by COVID-19, and the Company's management took proactive actions during 2020, which continued into 2021, to expand the Company’s financial flexibility by reducing expenses and preserving cash as a result of such impact.
+Added: Although our results for 2021 continued to be impacted by the effects of the COVID-19 pandemic, our revenue increased significantly compared to 2020, including revenue from our Multiplatform segment, which includes our broadcast radio, networks and sponsorship and events businesses.
+Added: On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES Act”) was signed into law.
The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.
−Removed: The Company continues to examine the impacts the CARES Act may have on its business.
−Removed: For more information on the expected benefits of the CARES Act on the Company's income tax liabilities, see Note 11, Income Taxes .
+Added: The provisions of the CARES Act resulted in an increase to allowable interest deductions of $ 179.4 million during 2020.
+Added: In addition, the Company was able to defer the payment of $ 29.3 million in certain employment taxes during 2020, half of which was due and paid on January 3, 2022 and the other half will be due on January 3, 2023.
+Added: In addition, the Company claimed $ 12.4 million in refundable payroll tax credits related to the CARES Act provisions, of which $ 0.7 million was received in 2020, $ 3.8 million was received in 2021 and $ 7.9 million was received in January 2022.
As of December 31, 2021, the Company had approximately $ 352.1 million in cash and cash equivalents.
−Removed: While the Company expects COVID-19 to continue to negatively impact the results of operations, cash flows and financial position of the Company for some time into the future, the related financial impact cannot be reasonably estimated at this time.
+Added: While the the effects of COVID-19 may continue to negatively impact the results of operations, cash flows and financial position of the Company, the related financial impact cannot be reasonably estimated at this time.
Based on current available liquidity, the Company expects to be able to meet its obligations as they become due over the coming year.
−Removed: As a result of uncertainty related to COVID-19 and its negative impact on the Company's business and the public trading values of its debt and equity, the Company was required to perform interim impairment tests on its long-lived assets, intangible assets and indefinite-lived intangible assets as of March 31, 2020.
−Removed: The interim impairment tests resulted in a non-cash impairment of the Company's Federal Communication Commission (“FCC”) licenses of $ 502.7 million and a non-cash impairment charge of $ 1.2 billion to reduce goodwill.
−Removed: The Company performed its annual impairment testing of goodwill and indefinite-lived intangible assets as of July 1, 2020.
−Removed: No additional impairment charges were recorded as a result of this assessment.
−Removed: For more information, see Note 7, Property, Plant and Equipment, Intangible Assets and Goodwill .
Voluntary Filing under Chapter 11
1 unchanged sentence
Clear Channel Outdoor Holdings, Inc.
−Removed: (“CCOH”) and its direct and indirect subsidiaries did not file voluntary petitions for reorganization under the Bankruptcy Code and were not Debtors in the Chapter 11 Cases.
−Removed: On the Effective Date, the conditions to the effectiveness of the Plan of Reorganization were satisfied and the Company emerged from Chapter 11 through (a) a series of transactions (through which the Outdoor Group was were separated from, and ceased to be controlled by, the iHeart Group, and (b) the Reorganization of transactions through which iHeartCommunications’ debt was reduced from approximately $ 16 billion to approximately $ 5.8 billion and a global compromise and settlement among Claimholders in connection with the Chapter 11 Cases was effected.
+Added: (“CCOH”) and its direct and indirect subsidiaries (the “Outdoor Group”) did not file voluntary petitions for reorganization under the Bankruptcy Code and were not Debtors in the Chapter 11 Cases.
+Added: On May 1, 2019, ( the “Effective Date”), the conditions to the effectiveness of the Plan of Reorganization were satisfied and the Company emerged from Chapter 11 through (a) a series of transactions (the “Separation”) through which the Outdoor Group was separated from, and ceased to be controlled by, the Company and its subsidiaries (the “iHeart Group”), and (b) a series of transactions (the “Reorganization”) through which iHeartCommunications’ debt was reduced from approximately $ 16 billion to approximately $ 5.8 billion and a global compromise and settlement among Claimholders in connection with the Chapter 11 Cases was effected.
The compromise and settlement involved, among others, (i) the restructuring of iHeartCommunications’ indebtedness by (A) replacing its “debtor-in-possession” credit facility with a $ 450 million ABL Facility and (B) issuing to certain Claimholders, on account of their claims, approximately $ 3.5 billion aggregate principal amount of new senior secured term loans (the “Term Loan Facility”), approximately $ 1.45 billion aggregate principal amount of new 8.375 % Senior Notes due 2027 (the “Senior Unsecured Notes”) and approximately $ 800 million aggregate principal amount of new 6.375 % Senior Secured Notes due 2026 (the “ 6.375 % Senior Secured Notes”), (ii) the Company’s issuance of new Class A common stock, new Class B common stock and special warrants to purchase shares of new Class A common stock and Class B common stock (“Special Warrants”) to Claimholders, subject to ownership restrictions imposed by the Federal Communications Commission (“FCC”), (iii) the settlement of certain intercompany transactions, and (iv) the sale of the preferred stock (the “iHeart Operations Preferred Stock”) of the Company’s wholly-owned subsidiary iHeart Operations, Inc.
4 unchanged sentences
Refer to Note 15, Fresh Start Accounting , for additional information.
+Added: References to “Successor” or “Successor Company” relate to the financial position and results of operations of the Company after the Effective Date.
+Added: References to "Predecessor" or "Predecessor Company" refer to the financial position and results of operations of the Company on or before the Effective Date.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: References to “Successor” or “Successor Company” relate to the financial position and results of operations of the Company after the Effective Date.
−Removed: References to "Predecessor" or "Predecessor Company" refer to the financial position and results of operations of the Company on or before the Effective Date.
−Removed: During the Predecessor period, the Company applied Accounting Standards Codification (“ASC”) 852 - Reorganizations (“ASC 852”) in preparing the consolidated financial statements.
+Added: During the Predecessor period, the Company applied Accounting Standards Codification (“ASC”) 852, Reorganizations, in preparing the consolidated financial statements.
ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.
−Removed: Accordingly, certain charges incurred during 2018 and 2019 related to the Chapter 11 Cases, including the write-off of unamortized long-term debt fees and discounts associated with debt classified as liabilities subject to compromise, and professional fees incurred directly as a result of the Chapter 11 Cases are recorded as Reorganization items, net in the Predecessor period.
+Added: Accordingly, certain charges incurred during 2019 related to the Chapter 11 Cases, including the write-off of unamortized long-term debt fees and discounts associated with debt classified as liabilities subject to compromise, and professional fees incurred directly as a result of the Chapter 11 Cases are recorded as Reorganization items, net in the Predecessor period.
ASC 852 requires certain additional reporting for financial statements prepared between the bankruptcy filing date and the date of emergence from bankruptcy, including:
11 unchanged sentences
All significant intercompany accounts have been eliminated in consolidation.
−Removed: Certain prior period amounts have been reclassified to conform to the 2020 presentation.
The Company is the beneficiary of two trusts created to comply with Federal Communications Commission (“FCC”) ownership rules.
3 unchanged sentences
The Company is also the beneficiary of proceeds from the sale of stations held in the trusts.
−Removed: The Company consolidates the trusts in accordance with ASC 810-10, which requires an enterprise involved with variable interest entities to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in the variable interest entity, as the trusts were determined to be a variable interest entity and the Company is the primary beneficiary under the trusts.
+Added: The Company consolidates the trusts in accordance with ASC 810-10, Consolidation , which requires an enterprise involved with variable interest entities to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in the variable interest entity, as the trusts were determined to be a variable interest entity and the Company is the primary beneficiary under the trusts.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable
2 unchanged sentences
The Company evaluates the collectability of its accounts receivable based on a combination of factors.
−Removed: In circumstances where it is aware of a specific customer’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: circumstances where it is aware of a specific customer’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected.
For all other customers, it recognizes reserves for bad debt based on historical experience of bad debts as a percent of accounts receivable for each business unit, adjusted for relative improvements or deteriorations in the agings and changes in current economic conditions.
6 unchanged sentences
Various acquisition agreements may include contingent purchase consideration based on performance requirements of the investee.
−Removed: The Company accounts for these payments in conformity with the provisions of ASC 805-20-30, which establish the requirements related to recognition of certain assets and liabilities arising from contingencies.
+Added: The Company accounts for these payments in conformity with the provisions of ASC 805-20-30, Business Combinations , which establish the requirements related to recognition of certain assets and liabilities arising from contingencies.
Property, Plant and Equipment
3 unchanged sentences
Towers, transmitters and studio equipment – 5 to 40 years
+Added: Computer equipment and software - 3 years
Furniture and other equipment – 5 to 7 years
6 unchanged sentences
The asset or business must be available for immediate sale and the sale must be highly probable within one year.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company enters into operating lease contracts for land, buildings, structures and other equipment.
5 unchanged sentences
ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.
−Removed: Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the respective lease term.
+Added: Operating lease ROU assets and liabilities are recognized at commencement date based
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: on the present value of lease payments over the respective lease term.
Lease expense is recognized on a straight-line basis over the lease term.
5 unchanged sentences
As a result, unless a renewal option is considered reasonably assured, the optional terms and related payments are not included within the lease liability.
+Added: For those leases for which renewal periods are included in calculating minimum lease liabilities, any adjustments resulting from changes in circumstances which result in the renewal options no longer being reasonably certain are accounted for as changes in estimates.
The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
1 unchanged sentence
As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease.
−Removed: The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment." In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date.
+Added: The IBR, as defined in ASC 842, Leases , is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment." In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, Reorganizations , the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date.
As a result, the Company adjusted the IBR used to value the Company's ROU assets and operating lease liabilities at the Effective Date (see Note 15, Fresh Start Accounting ).
1 unchanged sentence
Upon application of fresh start accounting on the Effective Date, the Company elected to use the practical expedient to not separate non-lease components from the associated lease component for all classes of the Company's assets.
+Added: When the Company decides to abandon a leased property before the expiration of the lease term, management assesses whether such property will be subleased.
+Added: If it is determined that subleasing the property for the remaining lease term is reasonable, management estimates the fair value of the sublease payments to be received and compares the estimated fair value to the ROU asset.
+Added: To the extent the estimated fair value is less than the net book value of the ROU asset, the Company records a non-cash impairment charge for the difference, and the remaining ROU asset is recorded ratably over the remaining lease term.
+Added: If it is determined that subleasing the property for the remaining lease term is not reasonable (e.g.
+Added: the remaining lease term is too short to reasonably expect the property to be subleased), amortization of the net book value of the ROU asset is accelerated and recognized as expense ratably from the decision date to the date the Company ceases use of the property.
Intangible Assets
−Removed: The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Audio segment.
+Added: The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment.
The Company’s indefinite-lived intangible assets are not subject to amortization, but are tested for impairment at least annually.
2 unchanged sentences
As a result, the Company adjusted its FCC licenses to their respective estimated fair values as of the Effective Date of $ 2,281.7 million (see Note 15, Fresh Start Accounting ).
−Removed: The Company normally performs its annual impairment test for its FCC licenses using a direct valuation technique as prescribed in ASC 805-20-S99.
+Added: The Company normally performs its annual impairment test for its FCC licenses using a direct valuation technique as prescribed in ASC 805-20-S99, Business Combinations .
The Company engages a third-party valuation firm to assist the Company in the development of these assumptions and the Company’s determination of the fair value of its FCC licenses.
As discussed above, as a result of uncertainty related to COVID-19 and its negative impact on the Company's business and the public trading values of its debt and equity, the Company performed interim impairment tests on its indefinite-lived intangible assets as of March 31, 2020.
+Added: The interim impairment tests resulted in a non-cash impairment of the Company's FCC licenses of $ 502.7 million.
+Added: The Company performed its annual impairment testing of indefinite-lived intangible assets as of July 1, 2021
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: interim impairment tests resulted in a non-cash impairment of the Company's FCC licenses of $ 502.7 million.
−Removed: The Company performed its annual impairment testing of indefinite-lived intangible assets as of July 1, 2020 and no additional impairment charges were recorded.
+Added: and 2020 and no additional impairment charges were recorded.
See Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .
9 unchanged sentences
The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.
−Removed: The Company identified its reporting units in accordance with ASC 350-20-55.
+Added: The Company identified its reporting units in accordance with ASC 350-20-55, Intangibles-Goodwill and Other .
Generally, the Company's annual impairment test includes a full quantitative assessment, which involves the preparation of a fair value estimate for each reporting unit based on the most recent projected financial results, market and industry factors, including comparison to peer companies and the application of the Company's current estimated WACC.
1 unchanged sentence
As of May 1, 2019, the Company allocated its estimated enterprise fair value to its individual assets and liabilities based on their estimated fair values in conformity with ASC 805, Business Combinations .
−Removed: Upon application of fresh start accounting in accordance with ASC 852 in connection with the emergence from bankruptcy, the Company recorded goodwill of $ 3.3 billion, which represented the excess of Reorganization Value over the estimated fair value of the Company's assets and liabilities.
+Added: Upon application of fresh start accounting in accordance with ASC 852, Reorganizations , in connection with the emergence from bankruptcy, the Company recorded goodwill of $ 3.3 billion, which represented the excess of Reorganization Value over the estimated fair value of the Company's assets and liabilities.
Goodwill was further allocated to reporting units based on the relative fair values of the Company's reporting units as of May 1, 2019.
+Added: As a result of the changes in the Company's management structure and its reportable segments effective at the beginning of 2021, the Company performed an interim impairment test on goodwill as of January 1, 2021.
+Added: No impairment charges were recorded in the first quarter of 2021 in connection with the interim impairment test.
As discussed above, as a result of uncertainty related to COVID-19 and its negative impact on the Company's business and the public trading values of its debt and equity, the Company performed interim impairment tests on its long-lived assets, intangible assets and indefinite-lived intangible assets as of March 31, 2020.
The interim impairment tests resulted in a non-cash impairment of the Company's goodwill of $ 1.2 billion.
−Removed: The Company performed its annual impairment testing of goodwill and indefinite-lived intangible assets as of July 1, 2020 and no additional impairment charges were recorded.
−Removed: In addition, no further impairment was considered necessary in the fourth quarter of 2020.
+Added: The Company performed its annual impairment testing of goodwill and indefinite-lived intangible assets as of July 1, 2021 and 2020 and no additional impairment charges were recorded.
For more information, see Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .
2 unchanged sentences
The Company does not recognize gains or losses upon the issuance of securities by any of its equity method investees.
−Removed: The Company reviews the value of equity method investments and records impairment charges in the statement of operations as a component of “Equity in earnings (loss) of nonconsolidated affiliates” for any decline in value that is determined to be other-than-temporary.
+Added: The Company reviews the value of equity method investments and records impairment charges in the statement of comprehensive income (loss) as a component of “Equity in loss of nonconsolidated affiliates” for any decline in value.
IHEARTMEDIA, INC.
5 unchanged sentences
For equity securities without readily determinable fair values, we have elected the measurement alternative under which we measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
−Removed: Prior to the adoption of ASU 2016-01, marketable equity securities not accounted for under the equity method were classified as available-for-sale.
−Removed: For equity securities classified as available-for-sale, realized gains and losses were included in net income.
−Removed: Unrealized gains and losses on equity securities classified as available-for-sale were recognized in accumulated other comprehensive income (loss) ("AOCI"), net of tax.
−Removed: Equity securities without readily determinable fair values were recorded at cost.
−Removed: The Company recorded noncash impairment charges of $ 0.9 million, $ 21.0 million, $ 8.3 million and $ 14.2 million during the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) the period from January 1, 2019 through May 1, 2019 (Predecessor) and the year ended 2018 (Predecessor), respectively.
−Removed: Such charge is recorded on the Statement of Comprehensive Income (Loss) in “Loss on investments, net”.
+Added: Investments in notes receivable are evaluated for credit losses in accordance with ASC 326, Financial Instruments-Credit Losses , on a quarterly basis or when indicators of credit loss exist.
+Added: The Company recorded noncash impairment charges of $ 8.7 million, $ 0.9 million, $ 21.0 million and $ 8.3 million during the year ended December 31, 2021 (Successor), the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor), respectively.
+Added: These charges are recorded on the Statement of Comprehensive Income (Loss) in “Gain (loss) on investments, net”.
+Added: Any noncash impairment charges related to equity method investments are recorded on the Statement of Comprehensive Income (Loss) in "Equity in loss of nonconsolidated affiliates."
Financial Instruments
13 unchanged sentences
The Company receives payments from customers based on billing schedules that are established in its contracts, and deferred revenue is recorded when payment is received from a customer before the Company has satisfied the performance obligation or a non-cancelable contract has been billed in advance in accordance with the Company’s normal billing terms.
−Removed: The primary source of revenue in the Audio segment is the sale of advertising on the Company’s broadcast radio stations, its iHeartRadio mobile application and website, station websites, and national and local live and virtual events.
−Removed: Revenues for advertising spots are recognized at the point in time when the advertisement is broadcast or streamed, while revenues for online display advertisements are recognized over time based on impressions delivered or time elapsed, depending upon the terms of the contract.
+Added: The primary source of revenue in the Multiplatform Group segment is the sale of advertising on the Company’s broadcast radio stations and national and local live and virtual events.
+Added: Revenues for advertising spots are recognized at the point in time when the advertisement is broadcast.
Revenues for event sponsorships are recognized over the period of the event.
−Removed: Audio also generates revenues from programming talent, network syndication, traffic and weather data, and other miscellaneous transactions, which are recognized when the services are transferred to the customer.
−Removed: Audio's contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.
−Removed: The Company also generates revenue through contractual commissions realized from the sale of national spot and online advertising on behalf of clients of its full-service media representation business, Katz Media, which is part of the Audio and
+Added: Multiplatform Group also generates revenues from programming talent, network syndication, traffic and weather data, and other miscellaneous transactions, which are recognized when the services are transferred to the customer.
+Added: Multiplatform Group's contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Media Services business.
+Added: The primary source of revenue in the Digital Audio Group segment is the sale of advertising on the Company’s iHeartRadio mobile application and website, station websites, and podcast network.
+Added: Revenues for advertising spots are recognized over time based on impressions delivered or time elapsed, depending upon the terms of the contract.
+Added: Digital Audio Group’s contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.
+Added: The Company also generates revenue through contractual commissions realized from the sale of national spot and online advertising on behalf of clients of its full-service media representation business, Katz Media, which is part of the Audio and Media Services Group segment.
Revenues from these contracts are recognized at the point in time when the advertisements are broadcast.
16 unchanged sentences
The Company records advertising expense as it is incurred.
−Removed: Advertising expenses were $ 167.2 million, $ 126.0 million, $ 59.6 million and $ 201.2 million for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor), the period from January 1, 2019 through May 1, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor), respectively, which include $ 133.0 million, $ 105.0 million, $ 46.0 million and $ 155.2 million in barter advertising, respectively.
+Added: Advertising expenses were $ 166.1 million, $ 167.2 million, $ 126.0 million and $ 59.6 million for the years ended December 31, 2021 and 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor), respectively, which include $ 130.1 million, $ 133.0 million, $ 105.0 million and $ 46.0 million in barter advertising, respectively.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Share-Based Compensation
−Removed: Under the fair value recognition provisions of ASC 718-10, share-based compensation cost is measured at the grant date based on the fair value of the award.
+Added: Under the fair value recognition provisions of ASC 718, Compensation-Stock Compensation , share-based compensation cost is measured at the grant date based on the fair value of the award.
For awards that vest based on service conditions, this cost is recognized as expense on a straight-line basis over the vesting period.
1 unchanged sentence
Determining the fair value of share-based awards at the grant date requires assumptions and judgments, such as expected volatility, among other factors.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreign Currency
5 unchanged sentences
Foreign currency transaction gains and losses are included in Other income (expense), net in the Statement of Comprehensive Income (Loss).
−Removed: Reclassifications
+Added: Reclassifications and New Segment Presentation
Certain prior period amounts have been reclassified to conform to the 2021 presentation.
−Removed: In the first quarter of 2020, in connection with a reorganization of the Company’s management structure after the Separation and emergence from the Chapter 11 cases, the Company reevaluated the classification of certain expenses to determine whether such expenses should be included within Direct operating expenses, Selling, general & administrative (“SG&A”) expenses or Corporate expenses.
−Removed: As a result, certain expenses were reclassified from Corporate expenses to Direct operating or SG&A expenses.
−Removed: In addition, certain expenses were reclassified from SG&A expenses to Direct operating expenses.
−Removed: The reclassifications had no impact on the Company's Operating Income (Loss) or Net Income (Loss).
−Removed: Accordingly, the Company recast the corresponding amounts in the prior period to conform to the current expense classifications.
−Removed: The corresponding current and prior period segment disclosures were recast to reflect the current expense classifications.
−Removed: See Note 15, Segment Data .
−Removed: New Accounting Pronouncements Recently Adopted
−Removed: During the second quarter of 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments and finalized amendments to FASB ASC Subtopic 825-15, Financial Instruments-Credit Losses ("ASC 326") .
−Removed: The amendments of ASU 2016-13 are intended to provide financial statement users with more decision-useful information related to expected credit losses on financial instruments and other commitments to extend credit by replacing the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates.
−Removed: The amendments of ASU 2016-13 eliminate the probable initial recognition threshold and, in turn, reflect an entity’s current estimate of all expected credit losses.
−Removed: ASU 2016-13 does not specify the method for measuring expected credit losses, and an entity is allowed to apply methods that reasonably reflect its expectations of the credit loss estimate.
−Removed: Additionally, the amendments of ASU 2016-13 require that credit losses on available for sale debt securities be presented as an allowance rather than as a write-down.
−Removed: The Company adopted the updated guidance in the first quarter of 2020 utilizing the modified retrospective approach, which resulted in the recognition of estimated credit loss reserves against certain available-for-sale debt securities from third-parties held by the Company.
−Removed: Upon adoption, the Company recognized a $ 1.5 million cumulative-effect adjustment to opening retained earnings to reflect expected credit losses in relation to notes receivable held by the Company.
−Removed: In addition, the Company evaluated the potential impact of the COVID-19 pandemic on the collectability of its notes receivable from third-parties.
−Removed: To develop an estimate of the present value of expected cash flows of notes receivable, the Company used a probability-weighted discounted cash flow model.
−Removed: As a result of this analysis, the Company recognized an additional credit loss reserve against available-for-sale debt securities of $ 5.6 million, which was recognized within Loss on investments, net in the Company's Statement of Comprehensive Loss for the year ended December 31, 2020.
−Removed: The Company will continue to actively monitor the impact of the COVID-19 pandemic on expected credit losses.
−Removed: The FASB issued ASU No.
−Removed: 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) .
−Removed: The new guidance simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, hybrid taxes and the recognition of deferred tax liabilities for outside basis differences.
−Removed: It also clarifies and simplifies other aspects of the accounting for income taxes.
−Removed: For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years.
−Removed: Early adoption is permitted in interim or annual periods with any adjustments reflected as of the beginning of the annual period that includes that interim period.
−Removed: Additionally, entities that elect early adoption must adopt all the amendments in the same period.
−Removed: Amendments are to be applied prospectively, except for certain amendments that are to be applied either retrospectively or with a modified retrospective approach through a cumulative effect adjustment recorded to retained earnings.
−Removed: The Company early adopted this standard, which did not have significant impact on our financial position, results of operations or cash flows.
+Added: In connection with the organization and leadership changes resulting in the realignment of its reportable segments as discussed above, the Company also determined that all selling, general and administrative expenses incurred by its reportable segments and by its corporate functions would be reported together as Selling, general and administrative expenses.
+Added: Amounts presented in prior years as Corporate expenses have been reclassified as Selling, general and administrative expenses to conform to the current presentation.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: New Accounting Pronouncements Recently Adopted
In March 2020, the FASB issued ASU No.
−Removed: 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting .
−Removed: This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.
−Removed: The guidance was effective upon issuance and generally can be applied through December 31, 2022.
−Removed: The adoption of this standard did not have a significant impact on our financial position, results of operations or cash flows.
+Added: 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of the Interbank Offered Rate Transition on Financial Reporting to provide optional relief from applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform.
+Added: In addition, in January 2021, the FASB issued ASU No.
+Added: 2021-01, Reference Rate Reform (Topic 848) – Scope, to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.
+Added: The guidance is effective upon issuance and generally can be applied through December 31, 2022.
+Added: The Company is currently evaluating the future impact of adoption of this standard.
+Added: New Accounting Pronouncements Not Yet Adopted
+Added: In October 2021, the FASB issued ASU No.
+Added: 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification 606.
+Added: The amendments of ASU 2021-08 are effective for interim and annual periods beginning after December 15, 2022.
+Added: The Company is currently evaluating the future impact of adoption of this standard.
Restricted Cash
7 unchanged sentences
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 352,554 $ 721,187
−Removed: (1) During the quarter ended December 31, 2020, the Successor Company settled the remaining claims outstanding and provided a final distribution to all General Unsecured Claimholders.
−Removed: As a result the remaining balance held in the Guarantor General Unsecured Recovery Cash Pool pursuant to the terms of the Plan of Reorganization of $ 9.9 M was released and was reclassified as cash and cash equivalents available for general use.
−Removed: NOTE 2 - EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS
−Removed: Plan of Reorganization
−Removed: As described in Note 1, on May 1, 2019, the Company and the other Debtors emerged from bankruptcy pursuant to the Plan of Reorganization.
−Removed: Capitalized terms not defined in this note are defined in the Plan of Reorganization.
−Removed: On or following the Effective Date and pursuant to the Plan of Reorganization, the following occurred:
−Removed: ▪ CCOH was separated from and ceased to be controlled by iHeartCommunications and its subsidiaries.
−Removed: ▪ The existing indebtedness of iHeartCommunications of approximately $ 16 billion was discharged, the Company entered into the Term Loan Facility ($ 3,500 million) and issued the 6.375 % Senior Secured Notes ($ 800 million) and the Senior Unsecured Notes ($ 1,450 million), collectively the “Successor Emergence Debt.”
−Removed: ▪ The Company adopted an amended and restated certificate of incorporation and bylaws.
−Removed: ▪ Shares of the Predecessor Company’s issued and outstanding common stock immediately prior to the Effective Date were canceled, and on the Effective Date, reorganized iHeartMedia issued an aggregate of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock to holders of claims pursuant to the Plan of Reorganization.
−Removed: ▪ The following classes of claims received the Successor Emergence Debt and 99.1 % of the new equity, as defined in the Plan of Reorganization:
−Removed: ▪ Secured Term Loan / 2019 PGN Claims (Class 4)
−Removed: ▪ Secured Non- 9.0 % PGN Due 2019 Claims Other Than Exchange 11.25 % PGN Claims (Class 5A)
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: ▪ Secured Exchange 11.25 % PGN Claims (Class 5B)
−Removed: ▪ iHC 2021 / Legacy Notes Claims (Class 6)
−Removed: ▪ Guarantor Funded Debt against other Guarantor Debtors Other than CCH and TTWN (Class 7)
−Removed: ▪ The holders of the Guarantor Funded Debt Unsecured Claims Against CCH (Class 7F) received their Pro Rata share of 100 percent of the CCOH Interests held by the Debtors and CC Finco, LLC and Broader Media, LLC.
−Removed: Refer to the discussion below regarding the Separation Transaction.
−Removed: ▪ Settled the following classes of claims in cash:
−Removed: • General Unsecured Claims Against Non-Obligor Debtors (Class 7A);
−Removed: • General Unsecured Claims Against TTWN Debtors (Class 7B);
−Removed: • iHC Unsecured Claims (Class 7D);
−Removed: paid 14.44 % of allowed claim
−Removed: • Guarantor General Unsecured Claims (Class 7G);
−Removed: paid minimum of 45 % and maximum of 55 % of allowed claim
−Removed: ▪ The CCOH Due From Claims (Class 8) represent the negotiated claim between iHeartMedia and CCOH, which was settled in cash on the date of emergence at 14.44 %.
−Removed: ▪ The Predecessor Company’s common stockholders (Class 9) received their pro rata share of 1 % of the new common stock;
−Removed: provided that 0.1 % of the new common stock that otherwise would have been distributed to the Company's former sponsors was instead distributed to holders of Legacy Notes Claims.
−Removed: ▪ The Company entered into a new $ 450.0 million ABL Facility, which was undrawn at emergence.
−Removed: ▪ The Company funded the Guarantor General Unsecured Recovery Cash Pool for $ 17.5 million in order to settle the Class 7G General Unsecured Claims.
−Removed: ▪ The Company funded the Professional Fee Escrow Account.
−Removed: ▪ On the Effective Date, the iHeartMedia, Inc.
−Removed: 2019 Equity Incentive Plan (the “Post-Emergence Equity Plan”) became effective.
−Removed: The Post-Emergence Equity Plan allows the Company to grant stock options and restricted stock units representing up to 12,770,387 shares of Class A common stock for key members of management and service providers and up to 1,596,298 for non-employee members of the board of directors.
−Removed: The amounts of Class A common stock reserved under the Post-Emergence Equity Plan were equal to 8 % and 1 %, respectively, of the Company’s fully-diluted and distributed shares of Class A common stock as of the Effective Date.
−Removed: In addition, as part of the Separation, iHeartCommunications and CCOH consummated the following transactions:
−Removed: ▪ the cash sweep agreement under the then-existing corporate services agreement and any agreements or licenses requiring royalty payments to iHeartMedia by CCOH for trademarks or other intellectual property (“Trademark License Fees”) were terminated;
−Removed: ▪ iHeartCommunications, iHeartMedia, iHeartMedia Management Services, Inc.
−Removed: (“iHM Management Services”) and CCOH entered into a transition services agreement (the “Transition Services Agreement”) pursuant to which, the Company or its subsidiaries will provide administrative services historically provided to CCOH by iHeartCommunications for a period of one year after the Effective Date, which was terminated on August 31, 2020;
−Removed: ▪ the Trademark License Fees charged to CCOH during the post-petition period were waived by iHeartMedia;
−Removed: ▪ iHeartMedia contributed the rights, title and interest in and to all tradenames, trademarks, service marks, common law marks and other rights related to the Clear Channel tradename (the “CC Intellectual Property”) to CCOH;
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: ▪ iHeartMedia paid $ 115.8 million to CCOH, which consisted of the $ 149.0 million payment by iHeartCommunications to CCOH as CCOH’s recovery of its claims under the Due from iHeartCommunications Note, partially offset by the $ 33.2 million net amount payable to iHeartCommunications under the post-petition intercompany balance between iHeartCommunications and CCOH after adjusting for the post-petition Trademark License Fees which were waived as part of the settlement agreement;
−Removed: ▪ iHeartCommunications entered into a revolving loan agreement with Clear Channel Outdoor, LLC (“CCOL”) and Clear Channel International, Ltd., wholly-owned subsidiaries of CCOH, to provide a line of credit in an aggregate amount not to exceed $ 200 million at the prime rate of interest, which was terminated by the borrowers on July 30, 2019 in connection with the closing of an underwritten public offering of common stock by CCOH;
−Removed: ▪ iHeart Operations, Inc.
−Removed: issued $ 60.0 million in preferred stock to a third party for cash (see Note 9, Long-Term Debt ).
−Removed: NOTE 3 - FRESH START ACCOUNTING
−Removed: In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company qualified for and adopted fresh start accounting on the Effective Date.
−Removed: The Company was required to adopt fresh start accounting because (i) the holders of existing voting shares of the Predecessor Company received less than 50 % of the voting shares of the Successor Company and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan of Reorganization was less than the post-petition liabilities and allowed claims.
−Removed: In accordance with ASC 852, with the application of fresh start accounting, the Company allocated its reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, "Business Combinations." The reorganization value represents the fair value of the Successor Company's assets before considering liabilities.
−Removed: The excess reorganization value over the fair value of identified tangible and intangible assets is reported as goodwill.
−Removed: As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the consolidated financial statements after May 1, 2019 are not comparable with the consolidated financial statements as of or prior to that date.
−Removed: Reorganization Value
−Removed: As set forth in the Plan of Reorganization and the Disclosure Statement, the enterprise value of the Successor Company was estimated to be between $ 8.0 billion and $ 9.5 billion.
−Removed: Based on the estimates and assumptions discussed below, the Company estimated the enterprise value to be $ 8.75 billion, which was the mid-point of the range of enterprise value as of the Effective Date.
−Removed: Management and its valuation advisors estimated the enterprise value of the Successor Company, which was approved by the Bankruptcy Court.
−Removed: The selected publicly traded companies analysis approach, the discounted cash flow analysis approach and the selected transactions analysis approach were all utilized in estimating the enterprise value.
−Removed: The use of each approach provides corroboration for the other approaches.
−Removed: To estimate enterprise value utilizing the selected publicly traded companies analysis method, valuation multiples derived from the operating data of publicly-traded benchmark companies to the same operating data of the Company were applied.
−Removed: The selected publicly traded companies analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography.
−Removed: The valuation multiples were derived based on historical and projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization and applied to projected operating data of the Company.
−Removed: To estimate enterprise value utilizing the discounted cash flow method, an estimate of future cash flows for the period 2019 to 2022 with a terminal value was determined and discounted the estimated future cash flows to present value.
−Removed: The expected cash flows for the period 2019 to 2022 with a terminal value were based upon certain financial projections and assumptions provided to the Bankruptcy Court.
−Removed: The expected cash flows for the period 2019 to 2022 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable.
−Removed: A terminal value was included, calculated using the terminal multiple method, which estimates a range of values at which the Successor Company will be valued at the end of the Projection Period based on applying a terminal multiple to final year Adjusted EBITDA (referred to as "OIBDAN" in the
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: documents filed with the Bankruptcy Court), which is defined as consolidated operating income adjusted to exclude non-cash compensation expenses included within corporate expenses, as well as Depreciation and amortization, Impairment charges and Other operating income (expense), net.
−Removed: To estimate enterprise value utilizing the selected transactions analysis, valuation multiples were derived from an analysis of consideration paid and net debt assumed from publicly disclosed merger or acquisition transactions, and such multiples were applied to the broadcast cash flows of the Successor Company.
−Removed: The selected transactions analysis identified companies and assets involved in publicly disclosed merger and acquisition transactions for which the targets had operating and financial characteristics comparable in certain respects to the Successor Company.
−Removed: The following table reconciles the enterprise value per the Plan of Reorganization to the implied value (for fresh start accounting purposes) of the Successor Company's common stock as of the Effective Date:
−Removed: (In thousands, except per share data)
−Removed: Enterprise Value $ 8,750,000
−Removed: Cash and cash equivalents 63,142
−Removed: Debt issued upon emergence ( 5,748,178 )
−Removed: Finance leases and short-term notes ( 61,939 )
−Removed: Mandatorily Redeemable Preferred Stock ( 60,000 )
−Removed: Changes in deferred tax liabilities (1)
−Removed: Noncontrolling interest ( 8,943 )
−Removed: Implied value of Successor Company common stock $ 2,770,172
−Removed: Shares issued upon emergence (2)
−Removed: Per share value $ 19.07
−Removed: (1) Difference in the assumed effect of deferred taxes in the calculation of enterprise value versus the actual effect of deferred taxes as of May 1.
−Removed: (2) Includes the Class A Common Stock, Class B Common Stock and Special Warrants issued at emergence.
−Removed: The reconciliation of the Company’s enterprise value to reorganization value as of the Effective Date is as follows:
−Removed: (In thousands)
−Removed: Enterprise Value $ 8,750,000
−Removed: Cash and cash equivalents 63,142
−Removed: Current liabilities (excluding Current portion of long-term debt) 426,944
−Removed: Deferred tax liability 596,850
−Removed: Other long-term liabilities 54,393
−Removed: Noncurrent operating lease obligations 818,879
−Removed: Reorganization value $ 10,710,208
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Consolidated Balance Sheet
−Removed: The adjustments set forth in the following consolidated balance sheet as of May 1, 2019 reflect the effect of the Separation (reflected in the column "Separation of CCOH Adjustments"), the consummation of the transactions contemplated by the Plan of Reorganization that are incremental to the Separation (reflected in the column "Reorganization Adjustments") and the fair value adjustments as a result of applying fresh start accounting (reflected in the column "Fresh Start Adjustments").
−Removed: The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities, as well as significant assumptions or inputs.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands) Separation of CCOH Adjustments Reorganization Adjustments Fresh Start Adjustments
−Removed: Predecessor (A) (B) (C) Successor
−Removed: CURRENT ASSETS
−Removed: Cash and cash equivalents $ 175,811 $ — $ ( 112,669 ) (1) $ — $ 63,142
−Removed: Accounts receivable, net 748,326 — — ( 10,810 ) (1) 737,516
−Removed: Prepaid expenses 127,098 — — ( 24,642 ) (2) 102,456
−Removed: Other current assets 22,708 — 8,125 (2) ( 1,668 ) (3) 29,165
−Removed: Current assets of discontinued operations 1,000,753 ( 1,000,753 ) (1) — — —
−Removed: Total Current Assets 2,074,696 ( 1,000,753 ) ( 104,544 ) ( 37,120 ) 932,279
−Removed: PROPERTY, PLANT AND EQUIPMENT
−Removed: Property, plant and equipment, net 499,001 — — 333,991 (4) 832,992
−Removed: INTANGIBLE ASSETS AND GOODWILL
−Removed: Indefinite-lived intangibles - licenses 2,326,626 — — ( 44,906 ) (5) 2,281,720
−Removed: Other intangibles, net 104,516 — — 2,240,890 (5) 2,345,406
−Removed: Goodwill 3,415,492 — — ( 92,127 ) (5) 3,323,365
−Removed: Operating lease right-of-use assets 355,826 — — 554,278 (6) 910,104
−Removed: Other assets 139,409 — ( 384 ) (3) ( 54,683 ) (2) 84,342
−Removed: Long-term assets of discontinued operations 5,351,513 ( 5,351,513 ) (1) — — —
−Removed: Total Assets $ 14,267,079 $ ( 6,352,266 ) $ ( 104,928 ) $ 2,900,323 $ 10,710,208
−Removed: CURRENT LIABILITIES
−Removed: Accounts payable $ 41,847 $ — $ 3,061 (4) $ — $ 44,908
−Removed: Current operating lease liabilities 470 — 31,845 (7) 39,092 (6) 71,407
−Removed: Accrued expenses 208,885 — ( 32,250 ) (5) 2,328 (9) 178,963
−Removed: Accrued interest 462 — ( 462 ) (6) — —
−Removed: Deferred revenue 128,452 — — 3,214 (7) 131,666
−Removed: Current portion of long-term debt 46,618 — 6,529 (7) 40 (6) 53,187
−Removed: Current liabilities of discontinued operations 999,778 ( 999,778 ) (1) — — —
−Removed: Total Current Liabilities 1,426,512 ( 999,778 ) 8,723 44,674 480,131
−Removed: Long-term debt — — 5,758,516 (8) ( 1,586 ) (8) 5,756,930
−Removed: Series A Mandatorily Redeemable Preferred Stock — — 60,000 (9) — 60,000
−Removed: Noncurrent operating lease liabilities 828 — 398,154 (7) 419,897 (6) 818,879
−Removed: Deferred income taxes — — 575,341 (10) 185,419 (10) 760,760
−Removed: Other long-term liabilities 121,081 — ( 64,524 ) (11) ( 2,164 ) (7) 54,393
−Removed: Liabilities subject to compromise 16,770,266 — ( 16,770,266 ) (7) — —
−Removed: Long-term liabilities of discontinued operations 7,472,633 ( 7,472,633 ) (1) — — —
−Removed: Commitments and contingent liabilities (Note 10)
−Removed: STOCKHOLDERS’ EQUITY (DEFICIT)
−Removed: Noncontrolling interest 13,584 ( 13,199 ) (1) — 8,558 (11) 8,943
−Removed: Predecessor common stock 92 — ( 92 ) (12) — —
−Removed: Successor Class A Common Stock — — 57 (13) — 57
−Removed: Successor Class B Common Stock — — 7 (13) — 7
−Removed: Predecessor additional paid-in capital 2,075,130 — ( 2,075,130 ) (12) — —
−Removed: Successor additional paid-in capital — 2,770,108 (13) — 2,770,108
−Removed: Accumulated deficit ( 13,288,497 ) 1,825,531 (1) 9,231,616 (14) 2,231,350 (12) —
−Removed: Accumulated other comprehensive loss ( 321,988 ) 307,813 (1) — 14,175 (12) —
−Removed: Cost of share held in treasury ( 2,562 ) — 2,562 (12) — —
−Removed: Total Stockholders' Equity (Deficit) ( 11,524,241 ) 2,120,145 9,929,128 2,254,083 2,779,115
−Removed: Total Liabilities and Stockholders' Equity (Deficit) $ 14,267,079 $ ( 6,352,266 ) $ ( 104,928 ) $ 2,900,323 $ 10,710,208
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Separation of CCOH Adjustments
−Removed: (1) On May 1, 2019, as part of the Separation, the outstanding shares of both classes of CCOH common stock were consolidated such that CCH held all of the outstanding CCOH Class A common stock that was held by subsidiaries of iHeartCommunications, through a series of share distributions by other subsidiaries that held CCOH common stock and a conversion of CCOH Class B common stock that CCH held to CCOH Class A common stock.
−Removed: Prior to the Separation, iHeartCommunications owned approximately 89.1 % of the economic rights and approximately 99 % of the voting rights of CCOH.
−Removed: To complete the Separation, CCOH merged with and into CCH, with CCH surviving the merger and changing its name to Clear Channel Outdoor Holdings, Inc.
−Removed: (“New CCOH”), and pre-merger shares of CCOH Class A common stock (other than shares of CCOH Class A common stock held by CCH or any direct or indirect wholly-owned subsidiary of CCH) were converted into an equal number of shares of post-merger common stock of New CCOH.
−Removed: iHeartCommunications transferred the post-merger common stock of New CCOH it held to Claimholders pursuant to the Plan of Reorganization but retained 31,269,762 shares.
−Removed: Such retained shares were distributed to two affiliated Claimholders on July 18, 2019.
−Removed: Upon completion of the merger and Separation, New CCOH became an independent public company.
−Removed: Upon distribution of the shares held by iHeartCommunications, the Company does not hold any ownership interest in CCOH.
−Removed: The assets and liabilities of CCOH have been classified as discontinued operations.
−Removed: The discontinued operations reflect the assets and liabilities of CCOH, which are presented as discontinued operations as of the Effective Date.
−Removed: CCOH’s assets and liabilities are adjusted to:
−Removed: (1) eliminate the balance on the Due from iHeartCommunications Note and the balance on the intercompany payable due to iHeartCommunications from CCOH’s consolidated balance sheet, which are intercompany amounts that were eliminated in consolidation;
−Removed: (2) eliminate CCOH’s Noncontrolling interest and treasury shares;
−Removed: and (3) eliminate other intercompany balances.
−Removed: Reorganization Adjustments
−Removed: In accordance with the Plan of Reorganization, the following adjustments were made:
−Removed: (1) The table below reflects the sources and uses of cash on the Effective Date from implementation of the Plan:
−Removed: (In thousands)
−Removed: Cash at May 1, 2019 (excluding discontinued operations) $ 175,811
−Removed: Proceeds from issuance of Mandatorily Redeemable Preferred Stock $ 60,000
−Removed: Release of restricted cash from other assets into cash 3,428
−Removed: Total sources of cash $ 63,428
−Removed: Payment of Mandatorily Redeemable Preferred Stock issuance costs $ ( 1,513 )
−Removed: Payment of New Term Loan Facility to settle certain creditor claims ( 1,822 )
−Removed: Payments for Emergence debt issuance costs ( 7,213 )
−Removed: Funding of the Guarantor General Unsecured Recovery Cash Pool ( 17,500 )
−Removed: Payments for fully secured claims and general unsecured claims ( 1,990 )
−Removed: Payment of contract cure amounts ( 15,763 )
−Removed: Payment of consenting stakeholder fees ( 4,000 )
−Removed: Payment of professional fees ( 85,091 ) (a)
−Removed: Funding of Professional Fees Escrow Account ( 41,205 ) (a)
−Removed: Total uses of cash $ ( 176,097 )
−Removed: Net uses of cash $ ( 112,669 )
−Removed: Cash upon emergence $ 63,142
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (a) Approximately $ 30.5 million of professional fees paid at emergence were accrued as of May 1, 2019.
−Removed: These payments also reflect both the payment of success fees for $ 86.1 million and other professionals paid directly at emergence.
−Removed: (2) Pursuant to the terms of the Plan of Reorganization, on the Effective Date, the Company funded the Guarantor General Unsecured Recovery Cash Pool account in the amount of $ 17.5 million, which was reclassified as restricted cash within Other current assets.
−Removed: The Company made payments of $ 6.0 million through the Cash Pool at the time of emergence.
−Removed: Additionally, $ 3.4 million of restricted cash previously held to pay critical utility vendors was reclassified to cash.
−Removed: (3) Reflects the write-off of prepaid expenses related to the $ 2.3 million of prepaid premium for Predecessor Company's director and officer insurance policy, offset by the accrual of future reimbursements of $ 1.9 million for negotiated discounts related to the professional fee escrow account.
−Removed: (4) Reflects the reinstatement of $ 3.1 million of accounts payable included within Liabilities subject to compromise to be satisfied in the ordinary course of business.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (5) Reflects the reduction of accrued expenses related to the $ 21.2 million of professional fees paid directly, $ 9.3 million of professional fees paid through the Professional Fee Escrow Account and other accrued expense items.
−Removed: Additionally, the Company reinstated accrued expenses included within Liabilities subject to compromise to be satisfied in the ordinary course of business.
−Removed: (In thousands)
−Removed: Reinstatement of accrued expenses $ 551
−Removed: Payment of professional fees ( 21,177 )
−Removed: Payment of professional fees through the escrow account ( 9,260 )
−Removed: Impact on other accrued expenses ( 2,364 )
−Removed: Net impact on Accrued expenses $ ( 32,250 )
−Removed: (6) Reflects the write-off of the DIP facility accrued interest associated with the DIP facility fees paid at emergence.
−Removed: (7) As part of the Plan of Reorganization, the Bankruptcy Court approved the settlement of claims reported within Liabilities subject to compromise in the Company's Consolidated balance sheet at their respective allowed claim amounts.
−Removed: The table below indicates the disposition of Liabilities subject to compromise:
−Removed: (In thousands)
−Removed: Liabilities subject to compromise pre-emergence $ 16,770,266
−Removed: To be reinstated on the Effective Date:
−Removed: Deferred taxes $ ( 596,850 )
−Removed: Accrued expenses ( 551 )
−Removed: Accounts payable ( 3,061 )
−Removed: Finance leases and other debt ( 16,867 ) (a)
−Removed: Current operating lease liabilities ( 31,845 )
−Removed: Noncurrent operating lease liabilities ( 398,154 )
−Removed: Other long-term liabilities ( 14,518 ) (b)
−Removed: Total liabilities reinstated $ ( 1,061,846 )
−Removed: Less amounts settled per the Plan of Reorganization
−Removed: Issuance of new debt $ ( 5,750,000 )
−Removed: Payments to cure contracts ( 15,763 )
−Removed: Payments for settlement of general unsecured claims from escrow account ( 5,822 )
−Removed: Payments for fully secured and other claim classes at emergence ( 1,990 )
−Removed: Equity issued at emergence to creditors in settlement of Liabilities subject to Compromise ( 2,742,471 )
−Removed: Total amounts settled ( 8,516,046 )
−Removed: Gain on settlement of Liabilities Subject to Compromise $ 7,192,374
−Removed: (a) Includes finance lease liabilities and other debt of $ 6.6 million and $ 10.3 million classified as current and long-term debt, respectively.
−Removed: (b) Reinstatement of Other long-term liabilities were as follows:
−Removed: (In thousands)
−Removed: Reinstatement of long-term asset retirement obligations $ 3,527
−Removed: Reinstatement of non-qualified deferred compensation plan 10,991
−Removed: Total reinstated Other long-term liabilities $ 14,518
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (8) The exit financing consists of the Term Loan Facility of approximately $ 3.5 billion and 6.375 % Senior Secured Notes totaling $ 800 million, both maturing seven years from the date of issuance, the Senior Unsecured Notes totaling $ 1.45 billion, maturing eight years from the date of issuance, and a $ 450 million ABL Facility with no amount drawn at emergence, which matures on June 14, 2023.
−Removed: Upon emergence, the Company paid cash of $ 1.8 million to settle certain creditor claims for which claims were designated to receive term loans pursuant to the Plan of Reorganization.
−Removed: The remaining $ 10.3 million is related to the reinstatement of the Long-term portion of finance leases and other debt as described above.
−Removed: (In thousands) Term Interest Rate Amount
−Removed: Term Loan Facility 7 years Libor + 4.00 %
−Removed: 6.375 % Senior Secured Notes
−Removed: 7 years 6.375 % 800,000
−Removed: Senior Unsecured Notes 8 years 8.375 % 1,450,000
−Removed: Asset-based Revolving Credit Facility 4 years Varies (a)
−Removed: Total Long-Term Debt - Exit Financing $ 5,750,000
−Removed: Payment of Term Loan Facility to settle certain creditor claims ( 1,822 )
−Removed: Net proceeds from exit financing at emergence $ 5,748,178
−Removed: Long-term portion of finance leases and other debt reinstated 10,338
−Removed: Net impact on Long-term debt $ 5,758,516
−Removed: (a) Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (x) a eurocurrency rate or (y) a base rate.
−Removed: The applicable margin for borrowings under the ABL Facility range from 1.25 % to 1.75 % for eurocurrency borrowings and from 0.25 % to 0.75 % for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recently ended fiscal quarter.
−Removed: (9) Reflects the issuance by iHeart Operations of $ 60.0 million in aggregate liquidation preference of its Series A Perpetual Preferred Stock, par value $ 0.001 per share.
−Removed: On May 1, 2029, the shares of the Preferred Stock will be subject to mandatory redemption for $ 60.0 million in cash, plus any accrued and unpaid dividends, unless waived by the holders of the Preferred Stock.
−Removed: (10) Reflects the reinstatement of deferred tax liabilities included within Liabilities subject to compromise of $ 596.9 million, offset by an adjustment to net deferred tax liabilities of $ 21.5 million.
−Removed: Upon emergence from the Chapter 11 Cases, iHeartMedia’s federal and state net operating loss carryforwards were reduced in accordance with Section 108 of the U.S.
−Removed: Internal Revenue Code of 1986, as amended (the “Code”), due to cancellation of debt income, which is excluded from U.S.
−Removed: federal taxable income.
−Removed: The estimated remaining deferred tax assets attributed to federal and state net operating loss carryforwards upon emergence totaled $ 114.9 million.
−Removed: The adjustments reflect a reduction in deferred tax assets for federal and state net operating loss carryforwards as described above, a reduction in deferred tax liabilities attributed to long-term debt as a result of the restructuring of our indebtedness upon emergence and a reduction in valuation allowance.
−Removed: (11) Reflects the reinstatement of Other long-term liabilities from Liabilities subject to compromise, offset by the reduction of liabilities for unrecognized tax benefits classified as Other long-term liabilities that were discharged and effectively settled upon emergence.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands)
−Removed: Reinstatement of long-term asset retirement obligations $ 3,527
−Removed: Reinstatement of non-qualified pension plan 10,991
−Removed: Reduction of liabilities for unrecognized tax benefits ( 79,042 )
−Removed: Net impact to Other long-term liabilities $ ( 64,524 )
−Removed: (12) Pursuant to the terms of the Plan of Reorganization, as of the Effective Date, all Predecessor common stock and stock-based compensation awards were canceled without any distribution.
−Removed: As a result of the cancellation, the Company recognized $ 1.5 million in compensation expense related to the unrecognized portion of share-based compensation as of the Effective Date.
−Removed: (13) Reflects the issuance of Successor Company equity, including the issuance of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock in exchange for claims against or interests in iHeartMedia pursuant to the Plan of Reorganization.
−Removed: (In thousands)
−Removed: Equity issued to Class 9 Claimholders (prior equity holders) $ 27,701
−Removed: Equity issued to creditors in settlement of Liabilities subject to compromise 2,742,471
−Removed: Total equity issued at emergence $ 2,770,172
−Removed: (14) The table reflects the cumulative impact of the reorganization adjustments discussed above:
−Removed: (In thousands)
−Removed: Gain on settlement of Liabilities subject to compromise $ 7,192,374
−Removed: Payment of professional fees upon emergence ( 11,509 )
−Removed: Payment of success fees upon emergence ( 86,065 )
−Removed: Cancellation of unvested stock-based compensation awards ( 1,530 )
−Removed: Cancellation of Predecessor prepaid director and officer insurance policy ( 2,331 )
−Removed: Write-off of debt issuance and Mandatorily Redeemable Preferred Stock costs incurred at emergence ( 8,726 )
−Removed: Total Reorganization items, net $ 7,082,213
−Removed: Income tax benefit $ 102,914
−Removed: Cancellation of Predecessor Equity 2,074,190 (a)
−Removed: Issuance of Successor Equity to prior equity holders ( 27,701 )
−Removed: Net Impact on Accumulated deficit $ 9,231,616
−Removed: (a) This value is reflective of Predecessor common stock, Additional paid in capital and the recognition of $ 1.5 million in compensation expense related to the unrecognized portion of share-based compensation, less Treasury stock.
−Removed: Fresh Start Adjustments
−Removed: We have applied fresh start accounting in accordance with ASC 852.
−Removed: Fresh start accounting requires the revaluation of our assets and liabilities to fair value, including both existing and new intangible assets, such as FCC licenses, developed technology, customer relationships and tradenames.
−Removed: Fresh start accounting also requires the elimination of all predecessor earnings or deficits in Accumulated deficit and Accumulated other comprehensive loss.
−Removed: These adjustments reflect the actual amounts recorded as of the Effective Date.
−Removed: (1) Reflects the fair value adjustment as of May 1, 2019 made to accounts receivable to reflect management's best estimate of the expected collectability of accounts receivable balances.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (2) Reflects the fair value adjustment as of May 1, 2019 to eliminate certain prepaid expenses related to software implementation costs and other upfront payments.
−Removed: The Company historically incurred third-party implementation fees in connection with installing various cloud-based software products, and these amounts were recorded as prepaid expenses and recognized as a component of selling, general and administrative expense over the term of the various contracts.
−Removed: The Company determined that the remaining unamortized costs related to such implementation fees do not provide any rights that result in future economic benefits.
−Removed: In addition, the Company pays signing bonuses to certain of its on-air personalities, and these amounts were recorded as prepaid expenses and recognized as a component of Direct operating expenses over the terms of the various contracts.
−Removed: To the extent these contracts do not contain substantive claw-back provisions, these prepaid amounts do not provide any enforceable rights that result in future economic benefits.
−Removed: Accordingly, the balances related to these contracts as of May 1, 2019 were adjusted to zero.
−Removed: (3) Reflects the fair value adjustment to eliminate receivables related to tenant allowances per certain lease agreements.
−Removed: These receivables were incorporated into the recalculated lease obligations per ASC 842.
−Removed: (4) Reflects the fair value adjustment to recognize the Company’s property, plant and equipment as of May 1, 2019 based on the fair values of such property, plant and equipment.
−Removed: Property was valued using a market approach comparing similar properties to recent market transactions.
−Removed: Equipment and towers were valued primarily using a replacement cost approach.
−Removed: Internally-developed and owned software technology assets were valued primarily using the Royalty Savings Method, similar to the approach used in valuing the Company’s tradenames and trademarks.
−Removed: Estimated royalty rates were determined for each of the software technology assets considering the relative contribution to the Company’s overall profitability as well as available public market information regarding market royalty rates for similar assets.
−Removed: The selected royalty rates were applied to the revenue generated by the software technology assets.
−Removed: The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued.
−Removed: For certain of the software technology assets, the Company used the cost approach which utilized historical financial data regarding development costs and expected future profit associated with the assets.
−Removed: The adjustment to the Company’s property, plant and equipment consists of a $ 182.9 million increase in tangible property and equipment and a $ 151.0 million increase in software technology assets
−Removed: (5) Historical goodwill and other intangible assets have been eliminated and the Company has recognized certain intangible assets at estimated current fair values as part of the application of fresh start accounting, with the most material intangible assets being the FCC licenses related to the Company’s 854 radio stations.
−Removed: The Company has also recorded customer-related and marketing-related intangible assets, including the iHeart tradename.
−Removed: The following table sets forth estimated fair values of the components of these intangible assets and their estimated useful lives:
−Removed: (In thousands) Estimated Fair Value Estimated Useful Life
−Removed: FCC licenses $ 2,281,720 (a) Indefinite
−Removed: Customer / advertiser relationships 1,643,670 (b) 5 - 15 years
−Removed: Talent contracts 373,000 (b) 2 - 10 years
−Removed: Trademarks and tradenames 321,928 (b) 7 - 15 years
−Removed: Other 6,808 (c)
−Removed: Total intangible assets upon emergence $ 4,627,126
−Removed: Elimination of historical acquired intangible assets ( 2,431,142 )
−Removed: Fresh start adjustment to acquired intangible assets $ 2,195,984
−Removed: (a) FCC licenses.
−Removed: The fair value of the indefinite-lived FCC licenses was determined primarily using the direct valuation method of the Income Approach and, for smaller markets a combination of the Income approach and the Market Approach.
−Removed: The Company engaged a third-party valuation firm to assist it in the development of the assumptions and the Company’s determination of the fair value of its FCC licenses.
−Removed: Under the direct valuation method, the fair value of the FCC licenses was calculated at the market level as prescribed by ASC 350.
−Removed: The application of the direct valuation method attempts to isolate the income that is
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: properly attributable to the FCC licenses alone (that is, apart from tangible and identified intangible assets and goodwill).
−Removed: It is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and whose only other assets have essentially been paid for (or added) as part of the build-up process.
−Removed: Under the direct valuation method, it is assumed that rather than acquiring FCC licenses as part of a going concern business, the buyer hypothetically obtains FCC licenses and builds a new operation with similar attributes from scratch.
−Removed: Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value.
−Removed: Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the FCC licenses.
−Removed: In applying the direct valuation method to the Company’s FCC licenses, the licenses are grouped by type (e.g.
−Removed: FM licenses vs.
−Removed: AM licenses) and market size in order to ensure appropriate assumptions are used in valuing the various FCC licenses based on population and demographics that influence the level of revenues generated by each FCC license, using industry projections.
−Removed: The key assumptions used in applying the direct valuation method include market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate (“WACC”) and terminal values.
−Removed: The WACC was calculated by weighting the required returns on interest-bearing debt and common equity capital in proportion to their estimated percentages based on a market participant capital structure.
−Removed: For licenses valued using the Market Transaction Method, the Company used publicly available data, which included sales of comparable radio stations and FCC auction data involving radio broadcast licenses to estimate the fair value of FCC licenses.
−Removed: Similar to the application of the Income approach for the FCC licenses, the Company grouped licenses by type and market size for comparison to historical market transactions.
−Removed: The historical book value of the FCC licenses as of May 1, 2019 was subtracted from the fair value of the FCC licenses to determine the adjustment to decrease the value of Indefinite-lived intangible assets-licenses by $ 44.9 million.
−Removed: (b) Other intangible assets.
−Removed: Definite-lived intangible assets include customer/advertiser relationships, talent contracts for on-air personalities, trademarks and tradenames and other intangible assets.
−Removed: The Company engaged a third-party valuation firm to assist in developing the assumptions and determining the fair values of each of these assets.
−Removed: For purposes of estimating the fair values of customer/advertiser relationships and talent contracts, the Company primarily utilized the Income Approach (specifically, the multi-period excess earnings method, or MPEEM) to estimate fair value based on the present value of the incremental after-tax cash flows attributable only to the subject intangible assets after deducting contributory asset charges.
−Removed: The cash flows attributable to each grouping of customer/advertiser relationships were adjusted for the appropriate contributory asset charges (e.g., FCC licenses, working capital, tradenames, technology, workforce, etc.).
−Removed: The discount rate utilized to present-value the after-tax cash flows was selected based on consideration of the overall business risks and the risks associated with the specific assets being valued.
−Removed: Additionally, for certain advertiser relationships the Company used the Cost Approach using historical financial data regarding the sales, administrative and overhead expenses related to the Company’s selling efforts associated with revenue for both existing and new advertisers.
−Removed: The ratio of expenses for selling efforts to revenue was applied to total revenue from new customers to determine an estimated cost per revenue dollar of revenue generated by new customers.
−Removed: This ratio was applied to total revenue from existing customers to estimate the replacement cost of existing customer/advertiser relationships.
−Removed: The historical book value of customer/advertiser relationships as of May 1, 2019 was subtracted from the fair value of the customer/advertiser relationships determined as described above to determine the adjustment to increase the value of the customer/advertiser relationship intangible assets by $ 1,604.1 million.
−Removed: For purposes of estimating the fair value of trademarks and tradenames, the Company primarily used the Royalty Savings Method, a variation of the Income approach.
−Removed: Estimated royalty rates were determined for each of the trademarks and tradenames considering the relative contribution to the Company’s overall profitability as well as available public information regarding market royalty rates for similar assets.
−Removed: The selected royalty rates were applied to the revenue generated by the trademarks and tradenames to determine the amount of royalty payments saved as a result of owning these assets.
−Removed: The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued.
−Removed: The historical book values of talent contracts, trademarks and
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: tradenames and other intangible assets as of May 1, 2019 were subtracted from the fair values determined as described above to determine the adjustments as follows:
−Removed: (In millions)
−Removed: Customer/advertiser relationships $ 1,604.1 increase in value
−Removed: Talent contracts 361.6 increase in value
−Removed: Trademarks and tradenames 274.4 increase in value
−Removed: Other 0.8 increase in value
−Removed: Total fair value adjustment $ 2,240.9 increase in value
−Removed: (c) Included within other intangible assets are permanent easements, which have an indefinite useful life.
−Removed: All other intangible assets are amortized over the respective lives of the agreements, or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows.
−Removed: The following table sets forth the adjustments to goodwill:
−Removed: (In thousands)
−Removed: Reorganization value $ 10,710,208
−Removed: Fair value of assets (excluding goodwill) ( 7,386,843 )
−Removed: Total goodwill upon emergence 3,323,365
−Removed: Elimination of historical goodwill ( 3,415,492 )
−Removed: Fresh start adjustment to goodwill $ ( 92,127 )
−Removed: (6) The operating lease obligation as of May 1, 2019 had been calculated using an incremental borrowing rate applicable to the Company while it was a debtor-in-possession before its emergence from bankruptcy.
−Removed: Upon application of fresh start accounting, the lease obligation was recalculated using the incremental borrowing rate applicable to the Company after emergence from bankruptcy and commensurate to its new capital structure.
−Removed: The incremental borrowing rate used decreased from 12.44 % as of March 31, 2019 to 6.54 % as of May 1, 2019.
−Removed: As a result of this decrease, the Company's Operating lease liabilities and corresponding Operating lease right-of-use assets increased by $ 541.2 million to reflect the higher balances resulting from the application of a lower incremental borrowing rate.
−Removed: The Operating lease right-of-use-assets were further adjusted to reflect the resetting of the Company's straight-line lease calculation.
−Removed: In addition, the Company increased the Operating lease right-of-use assets to recognize $ 13.1 million related to the favorable lease contracts.
−Removed: (7) Reflects the fair value adjustment to adjust deferred revenue and other liabilities as of May 1, 2019 to its estimated fair value.
−Removed: The fair value of the deferred revenue was determined using the market approach and the cost approach.
−Removed: The market approach values deferred revenue based on the amount an acquirer would be required to pay a third party to assume the remaining performance obligations.
−Removed: The cost approach values deferred revenue utilizing estimated costs that will be incurred to fulfill the obligation plus a normal profit margin for the level of effort or assumption of risk by the acquirer.
−Removed: Additionally, a deferred gain was recorded at the time of the certain historical sale-leaseback transaction.
−Removed: During the implementation of ASC 842, the operating portion was written off as of January 1, 2019.
−Removed: The financing lease deferred gain remained.
−Removed: As part of fresh start accounting, this balance of $ 0.9 million was written off.
−Removed: (8) Reflects the fair value adjustment to adjust Long-term debt as of May 1, 2019.
−Removed: This adjustment is to state the Company's finance leases and other pre-petition debt at estimated fair values.
−Removed: (9) Reflects the fair value adjustment to adjust Accrued expenses as of May 1, 2019.
−Removed: This adjustment primarily relates to adjusting vacation accruals to estimated fair values.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (10) Reflects a net increase to deferred tax liabilities for fresh start adjustments attributed primarily to property, plant and equipment and intangible assets, the effects of which are partially offset by a decrease in the valuation allowance.
−Removed: The Company believes it is more likely than not that its deferred tax assets remaining after the Reorganization and emergence will be realized based on taxable income from reversing deferred tax liabilities primarily attributable to property, plant and equipment and intangible assets.
−Removed: (11) Reflects the adjustment as of May 1, 2019 to state the noncontrolling interest balance at estimated fair value.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (12) The table below reflects the cumulative impact of the fresh start adjustments as discussed above:
−Removed: (In thousands)
−Removed: Fresh start adjustment to Accounts receivable, net $ ( 10,810 )
−Removed: Fresh start adjustment to Other current assets ( 1,668 )
−Removed: Fresh start adjustment to Prepaid expenses ( 24,642 )
−Removed: Fresh start adjustment to Property, plant and equipment, net 333,991
−Removed: Fresh start adjustment to Intangible assets 2,195,984
−Removed: Fresh start adjustment to Goodwill ( 92,127 )
−Removed: Fresh start adjustment to Operating lease right-of-use assets 554,278
−Removed: Fresh start adjustment to Other assets ( 54,683 )
−Removed: Fresh start adjustment to Accrued expenses ( 2,328 )
−Removed: Fresh start adjustment to Deferred revenue ( 3,214 )
−Removed: Fresh start adjustment to Debt 1,546
−Removed: Fresh start adjustment to Operating lease obligations ( 458,989 )
−Removed: Fresh start adjustment to Other long-term liabilities 2,164
−Removed: Fresh start adjustment to Noncontrolling interest ( 8,558 )
−Removed: Total Fresh Start Adjustments impacting Reorganization items, net $ 2,430,944
−Removed: Reset of Accumulated other comprehensive income ( 14,175 )
−Removed: Income tax expense ( 185,419 )
−Removed: Net impact to Accumulated deficit $ 2,231,350
−Removed: Reorganization Items, Net
−Removed: The tables below present the Reorganization items incurred and cash paid for Reorganization items as a result of the Chapter 11 Cases during the periods presented:
−Removed: (In thousands) Successor Company Predecessor Company
−Removed: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, Year Ended December 31,
−Removed: 2020 2019 2019 2018
−Removed: Write-off of deferred loans costs $ — $ — $ — $ ( 67,079 )
−Removed: Write-off of original issue discount — — — ( 131,100 )
−Removed: Debtor-in-possession refinancing costs — — — ( 10,546 )
−Removed: Professional fees and other bankruptcy related costs — — ( 157,487 ) ( 147,119 )
−Removed: Net gain on settlement of Liabilities subject to compromise — — 7,192,374 ( 275 )
−Removed: Impact of fresh start adjustments — — 2,430,944 —
−Removed: Other items, net — — ( 4,005 ) —
−Removed: Reorganization items, net $ — $ — $ 9,461,826 $ ( 356,119 )
−Removed: Cash payments for Reorganization items, net $ 443 $ 18,360 $ 183,291 $ 103,727
−Removed: The Company incurred additional professional fees related to the bankruptcy, post-emergence, of $ 6.3 million and $ 26.5 million for the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019, respectively,
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: which are included within Other income (expense), net in the Company's Consolidated Statements of Comprehensive Income (Loss).
−Removed: NOTE 4 - DISCONTINUED OPERATIONS
−Removed: Discontinued operations relate to our domestic and international outdoor advertising businesses and were previously reported as the Americas outdoor and International outdoor segments prior to the Separation.
−Removed: Revenue, expenses and cash flows for these businesses are separately reported as revenue, expenses and cash flows from discontinued operations in the Company's financial statements for all periods presented.
−Removed: Financial Information for Discontinued Operations
−Removed: Income Statement Information
−Removed: The following shows the revenue, income (loss) from discontinued operations and gain on disposal of the Predecessor Company's discontinued operations for the periods presented:
−Removed: (In thousands) Predecessor Company
−Removed: Period from January 1, 2019 through May 1, Year Ended December 31,
−Removed: Revenue $ 804,566 $ 2,721,705
−Removed: Loss from discontinued operations before income taxes $ ( 133,475 ) $ ( 132,152 )
−Removed: Income tax expense ( 6,933 ) ( 32,515 )
−Removed: Loss from discontinued operations, net of taxes $ ( 140,408 ) $ ( 164,667 )
−Removed: Gain on disposals before income taxes $ 1,825,531 $ —
−Removed: Income tax expense — —
−Removed: Gain on disposals, net of taxes $ 1,825,531 $ —
−Removed: Income from discontinued operations, net of taxes $ 1,685,123 $ ( 164,667 )
−Removed: In connection with the Separation, the Company and its subsidiaries entered into the agreements described below.
−Removed: Transition Services Agreement
−Removed: On the Effective Date, the Company, iHM Management Services, iHeartCommunications and CCOH entered into a transition services agreement (the “Transition Services Agreement”), pursuant to which iHM Management Services agreed to provide, or cause the Company and its subsidiaries to provide, CCOH with certain administrative and support services and other assistance which CCOH utilized in the conduct of its business as such business was conducted prior to the Separation, for one year from the Effective Date (subject to certain rights of CCOH to extend up to one additional year).
−Removed: The allocation of cost was based on various measures depending on the service provided, which measures include relative revenue, employee headcount, number of users of a service or other factors.
−Removed: CCOH terminated the Transition Services Agreement on August 31, 2020.
−Removed: New Tax Matters Agreement
−Removed: On the Effective Date, the Company entered into a new tax matters agreement (the “New Tax Matters Agreement”) by and among the Company, iHeartCommunications, iHeart Operations, CCH, CCOH and CCOL, to allocate the responsibility of the
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Company and its subsidiaries, on the one hand, and the Outdoor Group, on the other, for the payment of taxes arising prior and subsequent to, and in connection with, the Separation.
−Removed: The New Tax Matters Agreement requires that the Company and iHeartCommunications indemnify CCOH and its subsidiaries, and their respective directors, officers and employees, and hold them harmless, on an after-tax basis, from and against (i) any taxes other than transfer taxes or indirect gains taxes imposed on the Company or any of its subsidiaries (other than CCOH and its subsidiaries) in connection with the Separation, (ii) any transfer taxes and indirect gains taxes arising in connection with the Separation, and (iii) fifty percent of the amount by which the amount of taxes (other than transfer taxes or indirect gains taxes) imposed on CCOH or any of its subsidiaries in connection with the Separation that are paid to the applicable taxing authority on or before the third anniversary of the separation of CCOH exceeds $ 5 million, provided that, the obligations of the Company and iHeartCommunications to indemnify CCOH and its subsidiaries with respect taxes (other than transfer taxes or indirect gains taxes) imposed on CCOH or any of its subsidiaries in connection with the Separation will not exceed $ 15 million.
−Removed: In addition, if the Company or its subsidiaries use certain tax attributes of CCOH and its subsidiaries (including net operating losses, foreign tax credits and other credits) and such use results in a decrease in the tax liability of the Company or its subsidiaries, then the Company is required to reimburse CCOH for the use of such attributes based on the amount of tax benefit realized.
−Removed: The New Tax Matters Agreement provides that any reduction of the tax attributes of CCOH and its subsidiaries as a result of cancellation of indebtedness income realized in connection with the Chapter 11 Cases is not treated as a use of such attributes (and therefore does not require the Company or iHeartCommunications to reimburse CCOH for such reduction).
−Removed: The New Tax Matters Agreement also requires that (i) CCOH indemnify the Company for any income taxes paid by the Company on behalf of CCOH and its subsidiaries or, with respect to any income tax return for which CCOH or any of its subsidiaries joins with the Company or any of subsidiaries in filing a consolidated, combined or unitary return, the amount of taxes that would have been incurred by CCOH and its subsidiaries if they had filed a separate return, and (ii) except as described in the preceding paragraph, CCOH indemnify the Company and its subsidiaries, and their respective directors, officers and employees, and hold them harmless, on an after-tax basis, from and against any taxes other than transfer taxes or indirect gains taxes imposed on CCOH or any of its subsidiaries in connection with the Separation.
−Removed: Any tax liability of CCH attributable to any taxable period ending on or before the date of the completion of the Separation, other than any such tax liability resulting from CCH’s being a successor of CCOH in connection with the merger of CCOH with and into CCOH or arising from the operation of the business of CCOH and its subsidiaries after the merger of CCOH with and into CCH, will not be treated as a liability of CCOH and its subsidiaries for purposes of the New Tax Matters Agreement.
NOTE 2 – REVENUE
The Company generates revenue from several sources:
−Removed: • The primary source of revenue in the Audio segment is the sale of advertising on the Company’s radio stations, its iHeartRadio mobile application and website, station websites, and live and virtual events.
−Removed: This segment also generates revenues from programming talent, network syndication, traffic and weather data, and other miscellaneous transactions.
−Removed: • The Company also generates revenue through contractual commissions realized from the sale of national spot and online advertising on behalf of clients of its full-service media representation business, Katz Media, which is reported in the Company’s Audio and Media Services segment.
+Added: • The primary source of revenue in the Multiplatform Group segment is the sale of advertising on the Company’s radio stations.
+Added: This segment also generates revenues from programming talent, network syndication, traffic and weather data, live and virtual events and other miscellaneous transactions.
+Added: • The primary source of revenue in the Digital Audio Group segment is the sale of advertising on the Company’s iHeartRadio mobile application and website, station websites and on its podcast network.
+Added: • The Company also generates revenue through contractual commissions realized from the sale of national spot and online advertising on behalf of clients of its full-service media representation business, Katz Media, which is reported in the Company’s Audio and Media Services Group segment.
IHEARTMEDIA, INC.
2 unchanged sentences
Disaggregation of Revenue
−Removed: The following table shows revenue streams for the Successor Company for the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019:
+Added: The following table shows revenue streams for the Successor Company for the year ended December 31, 2021, the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019:
Successor Company
−Removed: (In thousands) Audio Audio and Media Services Eliminations Consolidated
+Added: (In thousands) Multiplatform Group Digital Audio Group Audio and Media Services Group Eliminations Consolidated
Year Ended December 31, 2021
3 unchanged sentences
503,052 — — — 503,052
+Added: Sponsorship and Events (3)
160,322 — — — 160,322
+Added: Digital, excluding Podcast (4)
+Added: — 581,918 — ( 5,845 ) 576,073
+Added: — 252,564 — — 252,564
+Added: Audio & Media Services (6)
+Added: — — 247,957 ( 6,602 ) 241,355
+Added: 11,958 — — ( 670 ) 11,288
+Added: Total 2,487,584 834,482 247,957 ( 13,117 ) 3,556,906
+Added: Revenue from leases (8)
+Added: 1,434 — — — 1,434
+Added: Revenue, total $ 2,489,018 $ 834,482 $ 247,957 $ ( 13,117 ) $ 3,558,340
+Added: Year Ended December 31, 2020
+Added: Revenue from contracts with customers:
+Added: Broadcast Radio (1)
+Added: $ 1,604,880 $ — $ — $ — $ 1,604,880
+Added: 484,950 — — — 484,950
Sponsorship and Events (3)
107,654 — — — 107,654
−Removed: Audio and Media Services (5)
+Added: Digital, excluding Podcast (4)
— 372,687 — — 372,687
— 101,684 — — 101,684
+Added: Audio & Media Services (6)
+Added: — — 274,749 ( 7,086 ) 267,663
+Added: 7,276 — — ( 670 ) 6,606
Total 2,204,760 474,371 274,749 ( 7,756 ) 2,946,124
7 unchanged sentences
425,631 — — — 425,631
−Removed: 425,631 — — 425,631
Sponsorship and Events (3)
159,187 — — — 159,187
−Removed: Audio and Media Services (5)
+Added: Digital, excluding Podcast (4)
— 231,160 — — 231,160
— 42,229 — — 42,229
+Added: Audio & Media Services (6)
+Added: — 167,292 ( 4,589 ) 162,703
+Added: 13,017 — ( 447 ) 12,570
Total 2,173,217 273,389 167,292 ( 5,036 ) 2,608,862
2 unchanged sentences
Revenue, total $ 2,174,411 $ 273,389 $ 167,292 $ ( 5,036 ) $ 2,610,056
−Removed: (1) Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations.
−Removed: (2) Digital revenue is generated through the sale of streaming and display advertisements on digital platforms, subscriptions to iHeartRadio streaming services, podcasting and the dissemination of other digital content.
−Removed: (3) Networks revenue is generated through the sale of advertising on the Company’s Premiere and Total Traffic & Weather network programs and through the syndication of network programming to other media companies.
−Removed: (4) Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent.
−Removed: (5) Audio and media services revenue is generated by services provided to broadcast industry participants through the Company’s Katz Media and RCS businesses.
−Removed: As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast and webcast software and technology and services to radio stations, television music channels, cable companies, satellite music networks and Internet stations worldwide.
−Removed: (6) Other revenue represents fees earned for miscellaneous services, including on-site promotions, activations, and local marketing agreements.
−Removed: (7) Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases.
IHEARTMEDIA, INC.
2 unchanged sentences
The following table shows revenue streams from continuing operations for the Predecessor Company.
−Removed: The presentation of amounts in the Predecessor periods has been revised to conform to the Successor period presentation.
+Added: The presentation of amounts in the Predecessor period has been revised to conform to the Successor period presentation.
Predecessor Company
−Removed: (In thousands) Audio Audio and Media Services Eliminations Consolidated
+Added: (In thousands) Multiplatform Group Digital Audio Group Audio and Media Services Group Eliminations Consolidated
Period from January 1, 2019 through May 1, 2019
1 unchanged sentence
Broadcast Radio (1)
−Removed: Digital 102,789 — — 102,789
−Removed: Networks 189,088 — — 189,088
−Removed: Sponsorship and Events 50,330 — — 50,330
−Removed: Audio and Media Services — 69,362 ( 2,325 ) 67,037
−Removed: Other 5,910 — ( 243 ) 5,667
−Removed: Total 1,005,981 69,362 ( 2,568 ) 1,072,775
−Removed: Revenue from leases 696 — — 696
−Removed: Revenue, total $ 1,006,677 $ 69,362 $ ( 2,568 ) $ 1,073,471
−Removed: Year Ended December 31, 2018
−Removed: Revenue from contracts with customers:
−Removed: Broadcast Radio $ 2,264,058 $ — $ — $ 2,264,058
−Removed: Digital 284,565 — — 284,565
−Removed: Networks 582,302 — — 582,302
+Added: $ 657,864 $ — $ — $ — $ 657,864
+Added: 189,088 — — — 189,088
Sponsorship and Events (3)
+Added: 50,330 — — — 50,330
+Added: Digital, excluding Podcast (4)
+Added: — 91,695 — — 91,695
+Added: — 11,094 — — 11,094
Audio and Media Services (6)
−Removed: Other 19,446 — — 19,446
+Added: — — 69,362 ( 2,325 ) 67,037
+Added: 5,910 — — ( 243 ) 5,667
Total 903,192 102,789 69,362 ( 2,568 ) 1,072,775
Revenue from leases (8)
+Added: 696 — — — 696
Revenue, total $ 903,888 $ 102,789 $ 69,362 $ ( 2,568 ) $ 1,073,471
+Added: (1) Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations.
+Added: (2) Networks revenue is generated through the sale of advertising on the Company’s Premiere and Total Traffic & Weather network programs and through the syndication of network programming to other media companies.
+Added: (3) Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent.
+Added: (4) Digital, excluding Podcast revenue is generated through the sale of streaming and display advertisements on digital platforms and through subscriptions to iHeartRadio streaming services.
+Added: (5) Podcast revenue is generated through the sale of advertising on the Company's podcast network.
+Added: (6) Audio and media services revenue is generated by services provided to broadcast industry participants through the Company’s Katz Media and RCS businesses.
+Added: As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and Internet stations worldwide.
+Added: (7) Other revenue represents fees earned for miscellaneous services, including on-site promotions, activations, and local marketing agreements.
+Added: (8) Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Trade and Barter
3 unchanged sentences
Successor Company Predecessor Company
−Removed: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, Year Ended December 31,
+Added: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1,
(In thousands) 2021 2020 2019 2019
2 unchanged sentences
Trade and barter expenses 149,846 154,715 134,865 58,330
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The Successor Company recognized barter revenue of $ 10.5 million and $ 13.0 million for the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019, respectively, in connection with investments made in companies in exchange for advertising services.
−Removed: The Predecessor Company recognized barter revenue of $ 5.9 million and $ 10.9 million in the period from January 1, 2019 through May 1, 2019 and the year ended December 31, 2018 in connection with investments made in companies in exchange for advertising services.
+Added: The Successor Company recognized barter revenue of $ 16.3 million, $ 10.5 million and $ 13.0 million for the year ended December 31, 2021, the year ended December 31, 2020, and the period from May 2, 2019 through December 31, 2019, respectively, in connection with investments made in companies in exchange for advertising services.
+Added: The Predecessor Company recognized barter revenue of $ 5.9 million in the period from January 1, 2019 through May 1, 2019 in connection with investments made in companies in exchange for advertising services.
Deferred Revenue
1 unchanged sentence
Successor Company Predecessor Company
−Removed: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, Year Ended December 31,
+Added: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1,
(In thousands) 2021 2020 2019 2019
7 unchanged sentences
(1) Deferred revenue from contracts with customers, which excludes other sources of deferred revenue that are not related to contracts with customers, is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized.
−Removed: As described in Note 3, as part of the fresh start accounting adjustments on May 1, 2019, deferred revenue from contracts with customers was adjusted to its estimated fair value.
+Added: As described in Note 15, Fresh Start Accounting , as part of the fresh start accounting adjustments on May 1, 2019, deferred revenue from contracts with customers was adjusted to its estimated fair value.
The Company’s contracts with customers generally have a term of one year or less;
−Removed: however, as of December 31, 2020, the Company expects to recognize $ 270.9 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration of greater than one year, with substantially all of this amount to be recognized over the next five years .
+Added: however, as of December 31, 2021, the Company expects to recognize $ 244.7 million of revenue in future periods for remaining performance obligations from current
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: contracts with customers that have an original expected duration of greater than one year, with substantially all of this amount to be recognized over the next five years .
Commissions related to the Company’s media representation business have been excluded from this amount as they are contingent upon future sales.
5 unchanged sentences
NOTE 3 – LEASES
−Removed: The following tables provide the components of lease expense included within the Consolidated Statement of Comprehensive Income (Loss) for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor):
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The following tables provide the components of lease expense included within the Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2021 and 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor):
Successor Company Predecessor Company
3 unchanged sentences
Variable lease expense 31,516 31,451 15,940 476
+Added: Non-cash impairment of ROU assets (1)
+Added: 44,311 8,043 — —
+Added: (1) In addition to non-cash impairment of ROU assets, the Company recorded an additional $ 13.4 million of non-cash impairments related to leasehold improvements in 2021.
+Added: The amounts related to leasehold improvements was immaterial for 2020 and 2019.
The following table provides the weighted average remaining lease term and the weighted average discount rate for the Company's leases as of December 31, 2021 (Successor):
1 unchanged sentence
Operating lease weighted average discount rate 6.5 %
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2021 (Successor), the Company’s future maturities of operating lease liabilities were as follows:
5 unchanged sentences
Total operating lease liability $ 827,399
−Removed: The following table provides supplemental cash flow information related to leases for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor):
+Added: The following table provides supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor):
Successor Company Predecessor Company
4 unchanged sentences
$ 74,745 $ 56,243 $ 29,498 $ 913,598
−Removed: (1) Lease liabilities from obtaining right-of-use assets include transition liabilities upon adoption of ASC 842, as well as new leases entered into during the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31,
+Added: (1) Lease liabilities from obtaining right-of-use assets include transition liabilities upon adoption of ASC 842, Leases , as well as new leases entered into during the year ended December 31, 2021 (Successor), the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor).
+Added: Upon adoption of fresh start accounting upon emergence from the Chapter 11 Cases, the Company increased its operating lease obligation by $ 459.0 million to reflect its operating lease obligation as estimated fair value (see Note 15, Fresh Start Accounting ).
+Added: The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows.
+Added: The non-cash operating lease expense was $ 114.5 million, $ 103.4 million, $ 61.6 million and $ 14.3 million for the year ended December 31, 2021 (Successor), the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor), respectively.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor).
−Removed: Upon adoption of fresh start accounting upon emergence from the Chapter 11 Cases, the Company increased its operating lease obligation by $ 459.0 million to reflect its operating lease obligation as estimated fair value (see Note 3, Fresh Start Accounting ).
−Removed: The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows.
−Removed: The non-cash operating lease expense was $ 103.4 million, $ 61.6 million and $ 14.3 million for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor), respectively.
NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Property, Plant and Equipment
−Removed: On October 22, 2020, the Company acquired Voxnest, Inc.
−Removed: ("Voxnest") for approximately $ 50 million.
−Removed: Voxnest is the leading consolidated marketplace for podcasts and podcast analytics, enterprise publishing tools, programmatic integration and targeted ad serving and will be included within the Company's Audio segment.
−Removed: During the first quarter of 2021, we entered into a Share Purchase Agreement to acquire Triton Digital, a global leader in digital audio and podcast technology and measurement services, from The E.W.
−Removed: Scripps Company for $ 230 million in cash, subject to certain adjustments.
−Removed: The consummation of the proposed acquisition is subject to the satisfaction or waiver of customary closing conditions, including regulatory approval.
+Added: On March 31, 2021, the Company acquired Triton Digital, a global leader in digital audio and podcast technology and measurement services, from The E.W.
+Added: Scripps Company for $ 228.5 million in cash.
+Added: The assets acquired as part of this transaction consisted of $ 69.4 million in current and fixed assets, consisting primarily of accounts receivable and technology, and $ 191.3 million in intangible assets, consisting primarily of customer relationships, along with $ 168.0 million in goodwill (of which $ 6.9 million is tax-deductible).
+Added: The Company also assumed liabilities of $ 32.2 million, consisting primarily of accounts payable and deferred tax liabilities.
+Added: The assessment of fair value of assets acquired and liabilities assumed is preliminary and is based on information that was available to management at the time these consolidated financial statements were prepared.
+Added: The finalization of the Company’s acquisition accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed, which could be material.
Property, Plant and Equipment
11 unchanged sentences
Indefinite-lived Intangible Assets
−Removed: The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Audio segment.
+Added: The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment.
FCC broadcast licenses are granted to radio stations for up to eight years under the Telecommunications Act of 1996 (the “Act”).
2 unchanged sentences
The Company does not believe that the technology of wireless broadcasting will be replaced in the foreseeable future.
−Removed: In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date.
−Removed: As a result, the Company adjusted its FCC licenses to their respective estimated fair values as of the Effective Date of $ 2,281.7 million (see Note 3, Fresh Start Accounting ).
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, Reorganizations , the Company applied the provisions of fresh start accounting to its Consolidated Financial Statements on the Effective Date.
+Added: As a result, the Company adjusted its FCC licenses to their respective estimated fair values of $ 2,281.7 million as of the Effective Date (see Note 15, Fresh Start Accounting ).
Annual Impairment Test on Indefinite-lived Intangible Assets
2 unchanged sentences
The Company applied fresh start accounting as of May 1, 2019 in connection with its emergence from Chapter 11 bankruptcy, which required stating the Company’s intangible assets at estimated fair value.
−Removed: Such fair values recorded in fresh start accounting reflected the economic conditions in place at the time of emergence.
+Added: Such fair values recorded in fresh start
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: accounting reflected the economic conditions in place at the time of emergence.
The economic downturn starting in March 2020 and the COVID-19 pandemic had an adverse impact on the trading values of the Company’s publicly-traded debt and equity and on the Company's first quarter 2020 results, and the continuing uncertainty surrounding the duration and magnitude of the economic impact of the pandemic had a negative impact on the Company's forecasted future cash flows.
13 unchanged sentences
After an impairment loss is recognized, the adjusted carrying amount of the indefinite-lived asset is its new accounting basis.
−Removed: The fair value of the indefinite-lived asset is determined using the direct valuation method as prescribed in ASC 805-20-S99.
−Removed: Under the direct valuation method, the fair value of the indefinite-lived assets is calculated at the market level as prescribed by ASC 350-30-35.
+Added: The fair value of the indefinite-lived asset is determined using the direct valuation method as prescribed in ASC 805-20-S99, Business Combinations .
+Added: Under the direct valuation method, the fair value of the indefinite-lived assets is calculated at the market level as prescribed by ASC 350-30-35, Intangibles - Goodwill and Other .
The Company engaged a third-party valuation firm to assist it in the development of the assumptions and the Company’s determination of the fair value of its indefinite-lived intangible assets.
7 unchanged sentences
Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the indefinite-lived intangible assets.
+Added: The key assumptions used in applying the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values.
+Added: This data is populated using industry normalized information representing an average FCC license within a market.
+Added: No further impairment was recognized as a result of the Company's annual impairment test on indefinite-lived intangible assets in 2021 or 2020.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values.
−Removed: This data is populated using industry normalized information representing an average FCC license or billboard permit within a market.
−Removed: No further impairment was recognized as a result of the Company's annual impairment test on indefinite-lived intangible assets.
During the period from January 1, 2019 through May 1, 2019, the Predecessor Company recognized non-cash impairment charges of $ 91.4 million in relation to indefinite-lived FCC licenses as a result of an increase in the WACC used in performing the annual impairment test.
As a result of the fair value exercise applied in connection with fresh start accounting, the Successor Company opted to use a qualitative assessment as permitted by ASC 350, "Intangibles - Goodwill and Other" as of July 1, 2019 and no additional impairment charges were recorded.
−Removed: The Predecessor Company recognized impairment charges related to its indefinite-lived intangible assets within several iHM radio markets of $ 33.2 million during the year ended December 31, 2018.
Other Intangible Assets
18 unchanged sentences
Total $ 2,338,958 $ ( 672,358 ) $ 2,353,821 $ ( 429,329 )
−Removed: Total amortization expense related to definite-lived intangible assets for the Successor Company for the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019 was $ 258.9 million and $ 171.5 million, respectively.
−Removed: Total amortization expense related to definite-lived intangible assets for the Predecessor Company for the period
+Added: Total amortization expense related to definite-lived intangible assets for the Successor Company for the year ended December 31, 2021, the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019 was $ 280.6 million, $ 258.9 million and $ 171.5 million, respectively.
+Added: Total amortization expense related to definite-lived intangible assets for the Predecessor Company for the period from January 1, 2019 through May 1, 2019 and the year ended December 31, 2019 was $ 12.7 million.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: from January 1, 2019 through May 1, 2019 and the year ended December 31, 2018 was $ 12.7 million and $ 110.9 million, respectively.
As acquisitions and dispositions occur in the future, amortization expense may vary.
2 unchanged sentences
2022 $ 254,713
−Removed: The following table presents the changes in the carrying amount of goodwill:
−Removed: (In thousands) Audio Audio & Media Services Consolidated
−Removed: Balance as of December 31, 2018 (Predecessor) $ 3,330,922 $ 81,831 $ 3,412,753
−Removed: Acquisitions — 2,767 2,767
−Removed: Foreign currency — ( 28 ) ( 28 )
−Removed: Balance as of May 1, 2019 (Predecessor) $ 3,330,922 $ 84,570 $ 3,415,492
−Removed: Impact of fresh start accounting ( 111,712 ) 19,585 ( 92,127 )
−Removed: Balance as of May 2, 2019 (Successor) $ 3,219,210 $ 104,155 $ 3,323,365
+Added: The following tables present the changes in the carrying amount of goodwill:
+Added: (In thousands) Audio Audio & Media Services Group Consolidated
+Added: Balance as of December 31, 2019 $ 3,221,468 $ 104,154 $ 3,325,622
+Added: Impairment ( 1,224,374 ) — ( 1,224,374 )
Acquisitions 44,606 — 44,606
1 unchanged sentence
Foreign currency — 245 245
−Removed: Other 7,087 — 7,087
−Removed: Balance as of December 31, 2019 (Successor) $ 3,221,468 $ 104,154 $ 3,325,622
−Removed: Impairment ( 1,224,374 ) — ( 1,224,374 )
+Added: Balance as of December 31, 2020 $ 2,041,536 $ 104,399 $ 2,145,935
+Added: (In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Consolidated
+Added: Balance as of January 1, 2021 $ 1,462,217 $ 579,319 $ 104,399 $ 2,145,935
Acquisitions 1,267 168,031 — 169,298
1 unchanged sentence
Foreign currency — — ( 206 ) ( 206 )
−Removed: Balance as of December 31, 2020 (Successor) $ 2,041,536 $ 104,399 $ 2,145,935
−Removed: The balance at December 31, 2018 (Predecessor) is net of cumulative impairments of $ 3.5 billion and $ 212.0 million in the Company’s Audio and Audio and Media Services segments, respectively.
−Removed: Goodwill Impairment
−Removed: The Company performs its annual impairment test on goodwill as of July 1 of each year.
−Removed: The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.
−Removed: As described in Note 1, the economic disruption as a result of COVID-19 had a significant impact to the trading values of the Company’s publicly-traded debt and equity and on the Company's results in the latter half of the month ended March 31, 2020.
−Removed: In addition, the Company expected that the pandemic would continue to impact the operating and economic environment of our
+Added: Balance as of December 31, 2021
+Added: $ 1,462,038 $ 747,350 $ 104,193 $ 2,313,581
+Added: As a result of the leadership and organizational changes implemented in the first quarter 2021, as described in Note 1, Basis of Presentation , the Company re-evaluated its reporting units and allocated goodwill to these new reporting units.
+Added: Refer to Note 12, Segment Data, for additional information on our segments.
+Added: Goodwill was allocated to these new reporting units based on the relative fair values of these reporting units.
+Added: Fair value was calculated using the expected present value of future cash flows, and included estimates, judgments and assumptions consistent with those of a market participant that management believes were appropriate in the circumstances.
+Added: The estimates and judgments that most significantly affect the fair value calculations are assumptions related to long-term growth rates, expected profit margins and discount rates.
+Added: The Company did not recast prior-period goodwill balances to the new reporting units as it was impractical to do so.
+Added: The balance at December 31, 2019 (Successor) is net of cumulative impairments of $ 3.5 billion and $ 212.0 million in the Company’s Audio and Audio and Media Services segments, respectively.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: customers and would impact the near-term spending decisions of advertisers.
+Added: Goodwill Impairment
+Added: The Company performs its annual impairment test on goodwill as of July 1 of each year.
+Added: The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.
+Added: As described in Note 1, Summary of Significant Accounting Policies , the economic disruption as a result of COVID-19 had a significant impact to the trading values of the Company’s publicly-traded debt and equity and on the Company's results in the latter half of the month ended March 31, 2020.
+Added: In addition, the Company expected that the pandemic would continue to impact the operating and economic environment of our customers and would impact the near-term spending decisions of advertisers.
As a result, the Company performed an interim impairment test on its indefinite-lived intangible assets as of March 31, 2020.
9 unchanged sentences
As a result, the Company recognized a non-cash impairment charge of $ 1.2 billion in the first quarter of 2020 to reduce goodwill.
−Removed: The Company engaged a third-party valuation firm to assist it in the development of the assumptions and the Company’s determination of the fair value of its reporting units as of July 1, 2020 as part of the annual impairment test.
−Removed: No further impairment was recognized as a result of the Company's annual impairment test on goodwill.
−Removed: While management believes the estimates and assumptions utilized to calculate the fair value of the Company's tangible and intangible long-lived assets, indefinite-lived FCC licenses and reporting units are reasonable, it is possible a material change could occur to the estimated fair value of these assets.
−Removed: Uncertainty regarding the full extent of the economic downturn as a result of COVID-19, as well as the timing of any recovery, may result in the Company's actual results not being consistent with its estimates, and the Company could be exposed to future impairment losses that could be material to its results of operations.
+Added: The Company engaged a third-party valuation firm to assist it in the development of the assumptions and the Company’s determination of the fair value of its reporting units as of July 1 2021 and 2020 as part of the annual impairment test.
+Added: No impairment was recognized as a result of the Company's annual impairment tests on goodwill.
+Added: As a result of the changes in the Company's management structure and its reportable segments effective at the beginning of 2021, the Company performed an interim impairment test on goodwill as of January 1, 2021.
+Added: No impairment charges were recorded in the first quarter of 2021 in connection with the interim impairment test.
IHEARTMEDIA, INC.
4 unchanged sentences
(In thousands) Available-for-Sale Debt Securities Equity Method Investments Other Investments Marketable Equity Securities Total Investments
−Removed: Balance at December 31, 2018 (Predecessor) $ 25,823 $ 24,104 $ 38,813 $ — $ 88,740
−Removed: Purchases of investments — 591 103 — 694
−Removed: Equity in loss — ( 66 ) — — ( 66 )
−Removed: Loss on investments ( 1,895 ) — ( 8,342 ) — ( 10,237 )
−Removed: Other ( 3 ) — — — ( 3 )
−Removed: Balance at May 1, 2019 (Predecessor) $ 23,925 $ 24,629 $ 30,574 $ — $ 79,128
−Removed: Impact of fresh start accounting ( 8,842 ) ( 14,986 ) ( 1,062 ) — ( 24,890 )
−Removed: Balance at May 2, 2019 (Successor) $ 15,083 $ 9,643 $ 29,512 $ — $ 54,238
+Added: Balance at December 31, 2019 (Successor) $ 33,128 $ 10,952 $ 16,989 $ 2,700 $ 63,769
Purchases of investments 9,595 1,523 7,629 — 18,747
Equity in loss — ( 379 ) — — ( 379 )
+Added: Disposals ( 194 ) ( 1,000 ) ( 1,194 )
+Added: Distributions received — ( 31 ) — — ( 31 )
Loss on investments ( 7,116 ) — ( 959 ) ( 1,271 ) ( 9,346 )
4 unchanged sentences
Disposals ( 426 ) — ( 1,172 ) — ( 1,598 )
−Removed: Distributions received — ( 31 ) — — ( 31 )
−Removed: Loss on investments, net ( 7,116 ) — ( 959 ) ( 1,271 ) ( 9,346 )
+Added: Gain (loss) on investments, net ( 62 ) — ( 8,680 ) 2,801 ( 5,941 )
Other ( 4,363 ) — 5,070 — 707
1 unchanged sentence
Equity method investments in the table above are not consolidated, but are accounted for under the equity method of accounting.
−Removed: The Company records its investments in these entities on the balance sheet within “Other assets.” The Company's interests in the operations of equity method investments are recorded in the statement of comprehensive income (loss) as “Equity in earnings (loss) of nonconsolidated affiliates.” Other investments includes various investments in companies for which there is no readily determinable market value.
−Removed: During 2020, the Successor Company recorded $ 15.0 million in its Audio segment for investments made in seven companies in exchange for advertising services.
+Added: The Company records its investments in these entities on the balance sheet within “Other assets.” The Company's interests in the operations of equity method investments are recorded in the statement of comprehensive income (loss) as “Equity in loss of nonconsolidated affiliates.” Other investments includes various investments in companies for which there is no readily determinable market value.
+Added: During 2021, the Successor Company recorded $ 17.5 million for investments made in seven companies in exchange for advertising services and cash.
+Added: One of these investments is being accounted for under the equity method of accounting, three of these investments are being accounted for at amortized cost and three of these investments are notes receivable that are convertible into cash or equity.
+Added: During 2020, the Successor Company recorded $ 15.0 million for investments made in seven companies in exchange for advertising services and cash.
One of these investments is being accounted for under the equity method of accounting, two of these investments are being accounted for at amortized cost and four of these investments are notes receivable that are convertible into cash or equity.
−Removed: During the period from May 2, 2019 through December 31, 2019, the Successor Company recorded $ 30.0 million in its Audio segment for investments made in ten companies in exchange for advertising services and cash.
−Removed: Two of these investments are being accounted for under the equity method of accounting, one of these investments is being accounted for at amortized cost, one of these investments is being accounted for as an available-for-sale security and six of these investments are notes receivable that are convertible into cash or equity.
−Removed: The Successor Company recognized barter revenue of $ 10.5 million and $ 13.0 million in the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019, respectively.
−Removed: The Predecessor Company recognized barter revenue of $ 6.0 million in the period from January 1, 2019 through May 1, 2019 in connection with these investments as services were provid ed.
−Removed: The Successor Company recognized non-cash investment impairments totaling $ 5.7 million and $ 21.0
+Added: The Successor Company recognized barter revenue of $ 16.3 million and $ 10.5 million in the year ended December 31, 2021 and the year ended December 31, 2020, respectively.
+Added: The Successor Company recognized non-cash investment impairments totaling $ 8.7 million and $ 5.7 million on our investments for the year ended December 31, 2021 and the year ended December 31, 2020 , respectively, which were recorded in “Gain (loss) on investments, net.”
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: million on our investments for the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019, respectively, which were recorded in “Loss on investments, net.” The Predecessor Company recognized non-cash investment impairments totaling $ 10.2 million on our investments for the period from January 1, 2019 through May 1, 2019, which were recorded in “Loss on investments, net.”
NOTE 6 – LONG-TERM DEBT
3 unchanged sentences
Term Loan Facility due 2026 $ 1,864,032 $ 2,080,259
−Removed: $ 2,080,259 $ 2,251,271
Incremental Term Loan Facility due 2026 401,220 447,750
7 unchanged sentences
Other secured subsidiary debt (2)
−Removed: 22,753 20,992
Total consolidated secured debt 4,320,602 4,600,762
7 unchanged sentences
Total long-term debt $ 5,738,195 $ 5,982,155
−Removed: (1) On February 3, 2020, iHeartCommunications made a $ 150.0 million prepayment using cash on hand and entered into an agreement to amend the Term Loan Facility to reduce the interest rate to LIBOR plus a margin of 3.00 %, or the Base Rate (as defined in the Credit Agreement) plus a margin of 2.00 % and to modify certain covenants contained in the Credit Agreement.
−Removed: (2) On July 16, 2020, iHeartCommunications issued $ 450.0 million of incremental term loans under the Amendment No.
−Removed: 2, resulting in net proceeds of $ 425.8 million, after original issue discount and debt issuance costs.
−Removed: A portion of the proceeds from the issuance was used to repay the remaining balance outstanding on the Company's ABL Facility of $ 235.0 million, with the remaining $ 190.6 million of the proceeds available for general corporate purposes.
−Removed: (3) On March 13, 2020, iHeartCommunications borrowed $ 350.0 million under the ABL Facility, the proceeds of which were invested as cash on the Balance Sheet.
−Removed: During the second and third quarters of 2020, iHeartCommunications voluntarily repaid principal amounts outstanding under the ABL Facility.
−Removed: As of December 31, 2020, the ABL Facility had a facility size of $ 450.0 million, no principal amounts outstanding and $ 32.9 million of outstanding letters of credit, resulting in $ 417.1 million of excess availability.
−Removed: As a result of certain restrictions in the Company's debt and preferred stock agreements, as of December 31, 2020, approximately $ 172 million was available to be drawn upon under the ABL Facility.
+Added: (1) As of December 31, 2021, the ABL Facility had a facility size of $ 450.0 million, no outstanding borrowings and $ 26.9 million of outstanding letters of credit, resulting in $ 423.1 million of borrowing base availability.
(2) Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2022 through 2045.
1 unchanged sentence
The aggregate market value of the Successor Company’s debt based on market prices for which quotes were available was approximately $ 5.9 billion and $ 6.2 billion as of December 31, 2021 and December 31, 2020, respectively.
−Removed: Under the fair value hierarchy established by ASC 820-10-35, the fair market value of the Successor Company’s debt is classified as either Level 1 or Level 2.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Under the fair value hierarchy established by ASC 820-10-35, Fair Value Measurement , the fair market value of the Successor Company’s debt is classified as either Level 1 or Level 2.
+Added: As of December 31, 2021 we were in compliance with all covenants related to the Company's debt agreements.
Asset-based Revolving Credit Facility due 2023
4 unchanged sentences
Subject to certain conditions, iHeartCommunications may at any time request one or more increases in the amount of revolving credit commitments, in an amount up to the sum of (x) $ 150.0 million and (y) the amount by which the borrowing base exceeds the aggregate revolving credit commitments.
−Removed: As of December 31, 2020, iHeartCommunications had no principal amounts outstanding under the ABL Facility, a facility size of $ 450.0 million and $ 32.9 million in outstanding letters of credit, resulting in $ 417.1 million of excess availability.
−Removed: As a result of certain restrictions in the Company's debt and preferred stock agreements, as of December 31, 2020, approximately $ 172.0 million was available to be drawn upon under the ABL Facility.
+Added: As of December 31, 2021,
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: iHeartCommunications had no principal amounts outstanding under the ABL Facility, a facility size of $ 450.0 million and $ 26.9 million in outstanding letters of credit, resulting in $ 423.1 million of borrowing base availability.
Interest Rate and Fees
11 unchanged sentences
All obligations under the ABL Facility, and the guarantees of those obligations, are secured by a perfected security interest in the accounts receivable and related assets of iHeartCommunications’ and the guarantors’ accounts receivable, qualified cash and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ Term Loan Facility in such accounts receivable, qualified cash and related assets and proceeds thereof, subject to permitted liens and certain exceptions.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Certain Covenants and Events of Default
1 unchanged sentence
Term Loan Facility due 2026
−Removed: On the Effective Date, iHeartCommunications, as borrower, entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Capital I, as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Citibank N.A., as administrative and collateral agent, governing the Term Loan Facility.
+Added: On the Effective Date, iHeartCommunications, as borrower, entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Capital I, as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Bank of America, N.A.., as succesor administrative and collateral agent, governing the Term Loan Facility.
On the Effective Date, iHeartCommunications issued an aggregate of approximately $ 3.5 billion principal amount of senior secured term loans under the Term Loan Facility to certain Claimholders pursuant to the Plan of Reorganization.
−Removed: As described below, on August 7, 2019, the proceeds from the issuance of $ 750.0 million in aggregate principal amount of 5.25 % Senior Secured Notes due 2027 were used, together with cash on hand, to prepay at par $ 740.0 million of borrowings outstanding under the Term Loan Facility due 2026.
−Removed: On November 22, 2019, the proceeds from the issuance of $ 500.0 million in aggregate principal amount of 4.75 % Senior Secured Notes due 2028 were used, together with cash on hand, to prepay at par $ 500.0 million of borrowings outstanding under the Term Loan Facility due 2026.
The Term Loan Facility matures on May 1, 2026.
−Removed: On February 3, 2020, iHeartCommunications entered into an amendment to the Credit Agreement governing its Term Loan Facility due 2026.
−Removed: The amendment reduces the interest rate to LIBOR plus a margin of 3.00 % (from LIBOR plus a margin of 4.00 %), or the Base Rate (as defined in the Credit Agreement) plus a margin of 2.00 % (from Base Rate plus a margin of 3.00 %) and modifies certain covenants contained in the Credit Agreement.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: As described below, on August 7, 2019, the proceeds from the issuance of $ 750.0 million in aggregate principal amount of 5.25 % Senior Secured Notes due 2027 were used, together with cash on hand, to prepay at par $ 740.0 million of borrowings outstanding under the Term Loan Facility.
+Added: On November 22, 2019, the proceeds from the issuance of $ 500.0 million in aggregate principal amount of 4.75 % Senior Secured Notes due 2028 were used, together with cash on hand, to prepay at par $ 500.0 million of borrowings outstanding under the Term Loan Facility.
+Added: On February 3, 2020, iHeartCommunications entered into an amendment to the Term Loan Credit Agreement which reduced the interest rate to LIBOR plus a margin of 3.00 % (from LIBOR plus a margin of 4.00 %), or the Base Rate (as defined in the Term Loan Credit Agreement) plus a margin of 2.00 % (from Base Rate plus a margin of 3.00 %) and modified certain covenants contained in the Term Loan Credit Agreement.
In connection with the Term Loan Facility amendment in February 2020, iHeartCommunications also prepaid at par $ 150.0 million of borrowings outstanding under the Term Loan Facility with cash on hand.
On July 16, 2020, iHeartCommunications entered into Amendment No.
−Removed: 2 to issue $ 450.0 million of incremental term loan commitments, resulting in net proceeds of $ 425.8 million, after original issue discount and debt issuance costs.
−Removed: A portion of the proceeds from the issuance were used to repay the remaining balance outstanding under the ABL Facility of $ 235.0 million, with the remaining $ 190.6 million of the proceeds available for general corporate purposes.
−Removed: Under the terms of the Term Loan Facility Credit Agreement, iHeartCommunications made quarterly principal payments totaling $ 23.3 million during the year ended December 31, 2020.
+Added: 2 to issue $ 450.0 million of incremental term loan commitments (the “Incremental Term Loan Facility”), resulting in net proceeds of $ 425.8 million, after original issue discount and debt issuance costs.
+Added: A portion of the proceeds from the issuance were used to repay the balance outstanding under the ABL Facility of $ 235.0 million, with the remaining $ 190.6 million of the proceeds available for general corporate purposes.
+Added: On July 16, 2021, iHeartCommunications, Inc.
+Added: entered into Amendment No.
+Added: 3 which reduced the interest rate of its Incremental Term Loan Facility due 2026 to a Eurocurrency Rate of LIBOR plus a margin of 3.25 % and floor of 0.50 % (from LIBOR plus a margin of 4.00 % and floor of 0.75 %).
+Added: The Base Rate interest amount was reduced to Base Rate plus a margin of 2.25 % and floor of 1.50 %.
+Added: In connection with the amendment, iHeartCommunications voluntarily prepaid $ 250.0 million of borrowings outstanding under the Term Loan credit facilities with cash on hand, resulting in a reduction of $ 44.3 million of the existing Incremental Term Loan Facility due 2026 and $ 205.7 million of the Term Loan Facility due 2026.
+Added: Under the terms of the Term Loan Credit Agreement, iHeartCommunications made quarterly principal payments of $ 6.4 million during the three months ended September 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021, and previously made payments of $ 5.25 million during the three months ended March 31, 2020 and June 30, 2020.
+Added: Following the prepayment of $ 250.0 million of borrowings outstanding under the Term Loan credit facilities on July 16, 2021, iHeartCommunications is no longer required to make such quarterly payments.
Interest Rate and Fees
−Removed: Following the amendment made on February 3, 2020, the Term loans under the Term Loan Facility bear interest at a rate per annum equal to LIBOR plus a margin of 3.00 %, or the Base Rate plus a margin of 2.00 %.
−Removed: The incremental term loans issued pursuant to Amendment No.
−Removed: 2 have an interest rate of 4.00 % for Eurocurrency Rate Loans and 3.00 % for Base Rate Loans (subject to a LIBOR floor of 0.75 % and Base Rate floor of 1.75 %).
−Removed: Amendment No.
−Removed: 2 also modifies certain other provisions of the Credit Agreement.
+Added: Following the amendment made on February 3, 2020, the loans under the Term Loan Facility due 2026 bear interest at a rate per annum equal to LIBOR plus a margin of 3.00 %, or the Base Rate plus a margin of 2.00 %.
+Added: Following the amendment made on July 16, 2021, the incremental loans under the Incremental Term Loan Facility due 2026 have an interest rate of LIBOR plus a margin of 3.25 % and floor of 0.50 % for Eurocurrency Rate Loans and Base Rate plus a margin of 2.25 % and floor of 1.50 % for Base Rate Loans.
Collateral and Guarantees
27 unchanged sentences
Bank National Association, as trustee and collateral agent, governing the $ 800.0 million aggregate principal amount of 6.375 % Senior Secured Notes due 2026 that were issued to certain Claimholders pursuant to the Plan of Reorganization.
−Removed: The 6.375 % Senior Secured Notes mature on May 1, 2026 and bear interest at a rate of 6.375 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2020.
+Added: The 6.375 % Senior Secured Notes mature on May 1, 2026 and bear interest at a rate of 6.375 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year.
The 6.375 % Senior Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility or other credit facilities or capital markets debt securities.
−Removed: The 6.375 % Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’
+Added: The 6.375 % Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the 6.375 % Senior Secured Notes
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: and the guarantors’ existing and future indebtedness that is not expressly subordinated to the 6.375 % Senior Secured Notes (including the Term Loan Facility, the 5.25 % Senior Secured Notes, the 4.75 % Senior Secured Notes and the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 6.375 % Senior Secured Notes, effectively subordinated in right of payment to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 6.375 % Senior Secured Notes, to the extent of the value of such assets, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the 6.375 % Senior Secured Notes.
+Added: (including the Term Loan Facility, the 5.25 % Senior Secured Notes, the 4.75 % Senior Secured Notes and the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 6.375 % Senior Secured Notes, effectively subordinated in right of payment to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 6.375 % Senior Secured Notes, to the extent of the value of such assets, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the 6.375 % Senior Secured Notes.
The 6.375 % Senior Secured Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications and the guarantors, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility.
17 unchanged sentences
The 5.25 % Senior Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.25 % per annum.
−Removed: Interest is payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2020.
+Added: Interest is payable semi-annually on February 15 and August 15 of each year.
The 5.25 % Senior Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility.
−Removed: The 5.25 % Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the 5.25 % Senior Secured Notes (including the Term Loan Facility, the 6.375 % Senior Secured Notes, the 4.75 % Senior Secured Notes and the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 5.25 % Senior
+Added: The 5.25 % Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the 5.25 % Senior Secured Notes (including the Term Loan Facility, the 6.375 % Senior Secured Notes, the 4.75 % Senior Secured Notes and the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 5.25 % Senior Secured Notes, effectively subordinated to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 5.25 % Senior Secured Notes, to the extent of the value of
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Secured Notes, effectively subordinated to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 5.25 % Senior Secured Notes, to the extent of the value of such collateral, and structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the 5.25 % Senior Secured Notes.
+Added: such collateral, and structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the 5.25 % Senior Secured Notes.
The 5.25 % Senior Secured Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications and the guarantors, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility.
17 unchanged sentences
The 4.75 % Senior Secured Notes mature on January 15, 2028 and bear interest at a rate of 4.75 % per annum.
−Removed: Interest is payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2020.
+Added: Interest is payable semi-annually on January 15 and July 15 of each year.
The 4.75 % Senior Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility.
The 4.75 % Senior Secured Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is not expressly subordinated to the 4.75 % Senior Secured Notes (including the Term Loan Facility, the 6.375 % Senior Secured Notes, the 5.25 % Senior Secured Notes and the Senior Unsecured Notes), effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 4.75 % Senior Secured Notes, effectively subordinated to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 4.75 % Senior Secured Notes, to the extent of the value of such collateral, and structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the 4.75 % Senior Secured Notes.
+Added: The 4.75 % Senior Secured Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The 4.75 % Senior Secured Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications and the guarantors, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility.
+Added: and the guarantors, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility.
iHeartCommunications may redeem the 4.75 % Senior Secured Notes at its option, in whole or part, at any time prior to January 15, 2023, at a price equal to 100 % of the principal amount of the 4.75 % Senior Secured Notes redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date.
15 unchanged sentences
Bank National Association, as trustee, governing the $ 1,450.0 million aggregate principal amount of 8.375 % Senior Notes due 2027 that were issued to certain Claimholders pursuant to the Plan of Reorganization.
−Removed: The Senior Unsecured Notes mature on May 1, 2027 and bear interest at a rate of 8.375 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2019.
+Added: The Senior Unsecured Notes mature on May 1, 2027 and bear interest at a rate of 8.375 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year.
The Senior Unsecured Notes are guaranteed on a senior unsecured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility or other credit facilities or capital markets debt securities.
2 unchanged sentences
iHeartCommunications may redeem the Senior Unsecured Notes at its option, in whole or in part, on or after May 1, 2022, at the redemption prices set forth in the Senior Unsecured Notes Indenture plus accrued and unpaid interest to the redemption date.
−Removed: At any time prior to May 1, 2022, iHeartCommunications redeem at its option, up to 40 % of the aggregate principal amount of the Senior Unsecured Notes at a
+Added: At any time prior to May 1, 2022, iHeartCommunications redeem at its option, up to 40 % of the aggregate principal amount of the Senior Unsecured Notes at a redemption price equal to 108.375 % of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the proceeds of one or more equity offerings.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: redemption price equal to 108.375 % of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the proceeds of one or more equity offerings.
The Senior Unsecured Notes Indenture contains covenants that limit the ability of Capital I and its restricted subsidiaries, including iHeartCommunications, to, among other things:
12 unchanged sentences
The iHeart Operations Preferred Stock was purchased by a third party investor.
−Removed: As of December 31, 2020, the liquidation preference of the iHeart Operations Preferred Stock was $ 60.0 million.
−Removed: As further described below, the iHeart Operations Preferred Stock is mandatorily redeemable for cash at a date certain and therefore is classified as a liability in the Company's balance sheet.
−Removed: There are no sinking fund provisions applicable to the iHeart Operations Preferred Stock.
−Removed: Shares of the iHeart Operations Preferred Stock, upon issuance, were fully paid and non-assessable.
−Removed: The shares of the iHeart Operations Preferred Stock are not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of iHeart Operations.
−Removed: The holders of shares of the iHeart Operations Preferred Stock have no pre-emptive rights with respect to any shares of our capital stock or any of iHeart Operations’ other securities convertible into or carrying rights or options to purchase any such capital stock.
−Removed: Holders of the iHeart Operations Preferred Stock are entitled to receive, as declared by the board of directors of iHeart Operations, in respect of each share, cumulative dividends accruing daily and payable quarterly at a per annum rate equal to the sum of (1) the greater of (a) LIBOR and (b) two percent, plus (2) the applicable margin, which is calculated as a function of iHeartMedia’s consolidated total leverage ratio.
−Removed: Dividends are payable on the liquidation preference.
−Removed: Unless all accrued and unpaid dividends on the iHeart Operations Preferred Stock are paid in full, no dividends or distributions may be paid on any equity interests of iHeartMedia or its subsidiaries other than iHeart Operations, and no such equity interests may be repurchased or redeemed (subject to certain exceptions that are specified in the certificate of designation for the iHeart Operations Preferred Stock).
−Removed: Dividends, if declared, will be payable on March 31, June 30, September 30 and December 31 of each year (or on the next business day if such date is not a business day).
−Removed: During the year ended December 31, 2020 and the period from May 1, 2019 through December 31, 2019, the Successor Company recognized $ 9.3 million and $ 5.5 million, respectively, of interest expense related to dividends on mandatorily redeemable preferred stock.
−Removed: Other than as set forth below, iHeart Operations may not redeem the iHeart Operations Preferred Stock at its option prior to the third anniversary of the issue date of the iHeart Operations Preferred Stock.
−Removed: Upon consummation of certain equity offerings, iHeart Operations may, at its option, redeem all or a part of the iHeart Operations Preferred Stock for the liquidation preference plus a make-whole premium.
−Removed: At any time on or after the third anniversary of the issue date, the iHeart Operations Preferred Stock may be redeemed at the option of iHeart Operations, in whole or in part, for cash at a redemption price equal to the liquidation preference per share.
+Added: On October 27, 2021, iHeart Operations repurchased all of the iHeart Operations Preferred Stock with cash on hand for an aggregate price of $ 64.4 million (“Redemption Price”), including accrued dividends, upon obtaining consent from the third party investor.
+Added: The Redemption Price included a negotiated make-whole premium as the redemption occurred prior to the optional redemption date set forth in the Certificate of Designation governing the iHeart Operations Preferred Stock.
+Added: Subsequent to the transaction, the preferred shares were retired and cancelled and are no longer outstanding.
+Added: Holders of the iHeart Operations Preferred Stock were entitled to receive, as declared by the board of directors of iHeart Operations, in respect of each share, cumulative dividends accruing daily and payable quarterly at a per annum rate equal to the sum of (1) the greater of (a) LIBOR and (b) two percent, plus (2) the applicable margin, which was calculated as a function of iHeartMedia’s consolidated total leverage ratio.
+Added: Dividends were payable on the liquidation preference.
+Added: Unless all accrued and unpaid dividends on the iHeart Operations Preferred Stock were paid in full, no dividends or distributions could be paid on any equity interests of iHeartMedia or its subsidiaries other than iHeart Operations, and no such equity interests could be repurchased or redeemed (subject to certain exceptions that were specified in the certificate of designation for the iHeart Operations Preferred Stock).
+Added: Dividends, if declared, were payable on March 31, June 30, September 30 and December 31 of each year (or on the next business day if such date is not a business day).
+Added: During the year ended December 31, 2021, the year ended December 31, 2020 and the period from May 1, 2019 through December 31, 2019, the Successor Company recognized $ 7.5 million, $ 9.3 million and $ 5.5 million, respectively, of interest expense related to dividends on mandatorily redeemable preferred stock.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Upon (i) a liquidation, dissolution or winding up of iHeart Operations, iHeartMedia or iHeartCommunications, together with the subsidiaries of such entity, taken as a whole, (ii) a bankruptcy event, (iii) a change of control, (iv) a sale or transfer of all or substantially all of iHeart Operations’, iHeartMedia’s or iHeartCommunications’ assets and the assets of such entity’s subsidiaries, taken as a whole in a single transaction (other than to iHeartMedia or any of its subsidiaries), or a series of transactions, (v) an acceleration or payment default of indebtedness of iHeart Operations, iHeartMedia or any of its subsidiaries of $ 100 million or more or (vi) consummation of certain equity offerings of iHeartMedia, iHeart Operations or iHeartCommunications or certain significant subsidiaries, then any holder of shares of iHeart Operations Preferred Stock may require iHeartMedia to purchase such holder’s shares of iHeart Operations Preferred Stock at a purchase price equal to (a) the liquidation preference plus a make-whole premium, if such purchase is consummated prior to the third anniversary of the issue date or (b) the liquidation preference, if the purchase is consummated on or after the third anniversary of the issue date.
−Removed: The shares of iHeart Operations Preferred Stock include repurchase rights, pursuant to which the holders may require iHeartMedia or iHeartCommunications to purchase the iHeart Operations Preferred Stock after the fifth anniversary of the issue date.
−Removed: On the tenth anniversary of the issue date, the shares of iHeart Operations Preferred Stock will be subject to mandatory redemption for an amount equal to the liquidation preference.
−Removed: If a default occurs or dividends payable on the shares of iHeart Operations Preferred Stock have not been paid in cash for twelve consecutive quarters, the holders of the iHeart Operations Preferred Stock will have the right, voting as a class, to elect one director to iHeartMedia’s Board of Directors.
−Removed: Upon any termination of the rights of the holders of shares of the iHeart Operations Preferred Stock as a class to vote for a director as described above, the director so elected to iHeartMedia’s Board of Directors will cease to be qualified as a director and the term of such director’s office shall terminate immediately.
Future Maturities of Long-term Debt
3 unchanged sentences
Thereafter 2,703,441
−Removed: (1) Excludes purchase accounting adjustments and original issue discount of $ 18.8 million and long-term debt fees of $ 21.8 million, which are amortized through interest expense over the life of the underlying debt obligations.
−Removed: (2) Under the terms of the Term Loan Facility and Incremental Term Loan Facility, the Company is required to make quarterly prepayments of $ 6.4 million.
−Removed: Such prepayments are reflected in the table above.
+Added: (1) Excludes original issue discount of $ 13.5 million and long-term debt fees of $ 18.4 million, which are amortized through interest expense over the life of the underlying debt obligations..
Surety Bonds and Letters of Credit
−Removed: As of December 31, 2020, iHeartCommunications had outstanding surety bonds and commercial standby letters of credit of $ 9.1 million and $ 33.3 million, respectively.
−Removed: These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: As of December 31, 2021, iHeartCommunications had outstanding surety bonds, commercial standby letters of credit and bank guarantees of $ 11.6 million , $ 27.3 million and $ 0.2 million, respectively.
+Added: These surety bonds, letters of credit and bank guarantees relate to various operational matters including insurance, lease and performance bonds as well as other items.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Commitments and Contingencies
−Removed: The Company accounts for its rentals that include renewal options, annual rent escalation clauses, minimum franchise payments and maintenance related to displays under the guidance in ASC 842.
−Removed: The Company accounts for annual rent escalation clauses included in the lease term on a straight-line basis under the guidance in ASC 840-20-25.
+Added: The Company accounts for its rentals that include renewal options, annual rent escalation clauses, minimum franchise payments and maintenance related to displays under the guidance in ASC 842, Leases .
+Added: The Company accounts for annual rent escalation clauses included in the lease term on a straight-line basis under the guidance in ASC 842, Leases .
The Company considers renewal periods in determining its lease terms if at inception of the lease there is reasonable assurance the lease will be renewed.
3 unchanged sentences
The Company accounts for these leases in accordance with the policies described above.
−Removed: As of December 31, 2020, the Company's future minimum rental commitments under non-cancelable operating lease agreements with terms in excess of one year, minimum payments under non-cancelable contracts in excess of one year, capital expenditure commitments and employment/talent contracts consist of the following:
+Added: Rent expense charged to operations for the year ended December 31, 2021 (Successor), the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor) was $ 203.5 million, $ 198.2 million, $ 128.3 million and $ 59.2 million, respectively.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: As of December 31, 2021, the Company's future minimum payments under non-cancelable contracts in excess of one year and employment/talent contracts consist of the following:
(In thousands)
−Removed: Non-Cancelable Non-Cancelable Employment/Talent
−Removed: Operating Leases Contracts Contracts
+Added: Non-Cancelable Employment/Talent
+Added: Contracts Contracts
2022 $ 218,441 $ 83,344
5 unchanged sentences
Total $ 487,040 $ 262,269
−Removed: Rent expense charged to operations for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor), the period from January 1, 2019 through May 1, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor) was $ 198.2 million, $ 128.3 million, $ 59.2 million and $ 169.9 million, respectively.
The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated.
10 unchanged sentences
Alien Ownership Restrictions and FCC Petition for Declaratory Ruling
−Removed: The Communications Act and FCC regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest (the “Foreign Ownership Rule”).
−Removed: Under the Plan of Reorganization, the Company committed to file the PDR requesting the FCC to permit the Company to be up to 100% foreign-owned.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: On November 5, 2020, the FCC issued the Declaratory Ruling, which granted the relief requested by the PDR, subject to certain conditions.
−Removed: On November 9, 2020, the Company notified the holders of Special Warrants of the commencement of an exchange process (the notification, the “Exchange Notice,” and the exchange, the “Exchange”).
−Removed: In the Exchange, which took place 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.
+Added: The Communications Act and FCC regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest.
+Added: Under the Plan of Reorganization, the Company committed to file a petition for declaratory ruling (the “PDR”) requesting the FCC to permit the Company to be up to 100% foreign-owned.
+Added: On November 5, 2020, the FCC issued the 2020 Declaratory Ruling, which granted the relief requested by the PDR, subject to certain conditions, as described further in Note 9, Stockholder's Equity .
+Added: On November 9, 2020, the Company notified the holders of Special Warrants of the commencement of an exchange process (the “Exchange Notice”).
+Added: 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 (the “Exchange”).
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.
−Removed: Business – Regulation of Our Business, Alien Ownership Restrictions” and “Item 1A.
−Removed: Risk Factors - Regulatory, Legislative and Litigation Risks, Regulations imposed by the Communications Act and the FCC limit the amount of foreign individuals or entities that may invest in our capital stock without FCC approval.”
−Removed: NOTE 11 – INCOME TAXES
−Removed: On March 27, 2020 the CARES Act, which included numerous tax provisions, was signed into law.
−Removed: The CARES Act included certain temporary relief provisions with respect to the application of the Section 163(j) interest deduction limitation including the ability to elect to use the Company’s 2019 Adjusted Taxable Income (as defined under Section 163(j)) for purposes of calculating the 2020 interest deduction limitation.
−Removed: This provision of the CARES Act resulted in an increase to allowable interest deductions of $ 179.4 million during 2020.
−Removed: The other federal income tax provisions within the CARES Act did not materially impact the Company’s financial statements.
−Removed: On December 27, 2020, the Consolidated Appropriations Act was signed into law in order to provide further stimulus and support to those affected by the COVID-19 pandemic.
−Removed: The tax provisions included within the Consolidated Appropriations Act did not materially impact the Company’s financial statements in the current year.
−Removed: As a result of steps in the Plan of Reorganization described in Note 2 and the fresh start accounting adjustments described in Note 3, there were significant tax adjustments recorded in the period from January 1, 2019 through May 1, 2019.
−Removed: The Company recorded income tax benefits of $ 102.9 million for reorganization adjustments in the Predecessor period ended May 1, 2019, primarily consisting of:
−Removed: (1) $ 483.0 million in tax expense for the reduction in federal and state net operating loss (“NOL”) carryforwards from the cancellation of debt income ("CODI") realized upon emergence;
−Removed: (2) $ 275.2 million in tax benefit for the reduction in deferred tax liabilities attributed primarily to long-term debt that was discharged upon emergence;
−Removed: (3) $ 62.3 million in tax benefit for the effective settlement of liabilities for unrecognized tax benefits that were discharged upon emergence;
−Removed: and (4) $ 263.8 million in tax benefit for the reduction in valuation allowance resulting from the adjustments described above.
−Removed: The Company recorded income tax expense of $ 185.4 million for fresh start adjustments in the Predecessor period ended May 1, 2019, consisting of $ 529.1 million tax expense for the increase in deferred tax liabilities resulting from fresh start accounting adjustments, which was partially offset by $ 343.7 million tax benefit for the reduction in the valuation allowance on our deferred tax assets.
+Added: Business – Regulation of Our Business, Alien Ownership Restrictions” of our Annual Report on Form 10-K for the year ended December 31, 2020 and "Part II, Item 1A.
+Added: Risk Factors - Regulatory, Legislative and Litigation Risks, Regulations imposed by the Communications Act and the FCC limit the amount of foreign individuals or entities that may invest in our capital stock without FCC approval" in this Quarterly Report on Form 10-Q for additional information.
+Added: On March 8, 2021, the Company filed the Remedial PDR with the FCC.
+Added: The Remedial PDR relates to the acquisition by Global Media & Entertainment Ltd (f/k/a Honeycomb Investments Limited) ("Global Investments") of the Company’s Class A Common Stock.
+Added: Specifically, on February 5, 2021, Global Investments, The Global Media & Entertainment Investments Trust (the "GMEI Trust"), James Hill (as trustee of the GMEI Trust), Simon Groom (as trustee of the GMEI Trust) and Michael Tabor (as beneficiary of the GMEI Trust) (together with Global Investments and any affiliates or third parties to whom they may assign or transfer any of their rights or interests, the "GMEI Investors") filed a Schedule 13D with the SEC, in which the
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: GMEI Investors disclosed beneficial ownership of 9,631,329 shares of the Company’s Class A Common Stock, which at that time represented approximately 8.7 % of the Company’s outstanding Class A Common Stock.
+Added: This ownership interest was inconsistent with the FCC’s foreign ownership rules and the 2020 Declaratory Ruling issued by the FCC relating to the Company’s foreign ownership on November 5, 2020, both of which limit a foreign investor in the GMEI Investors’ position to holding no more than 5 % of the Company’s voting equity or total equity without prior FCC approval.
+Added: The Remedial PDR, which was filed pursuant to the rules and regulations of the FCC, sought (a) specific approval for the more than 5 % equity and voting interests in the Company presently held by the GMEI Investors and (b) as amended, advance approval for the GMEI Investors to increase their equity and voting interest in the Company up to any non-controlling amount not to exceed 14.99 %.
+Added: On March 26, 2021, the FCC conditioned the approval of applications by the Company to acquire certain radio stations, which were pending prior to the GMEI Investors’ Schedule 13D filing, on the Company taking certain actions with respect to the GMEI Investors' rights as stockholders of the Company.
+Added: On that same date, and in order to implement the conditions required by the FCC, the Company’s Board of Directors (the “Board”) resolved to take certain actions to limit the rights of the GMEI Investors, including, but not limited to, suspending all voting rights of GMEI Investors until and unless the FCC releases a declaratory ruling granting specific approval for each of the GMEI Investors to hold more than 5 percent of the equity and/or voting interests of the Company.
+Added: On December 22, 2021, the FCC issued the “GMEI Declaratory Ruling" which granted the Remedial PDR.
+Added: Subject to certain conditions set forth therein, the GMEI Declaratory Ruling (a) grants specific approval for the more than 5 % equity and/or voting interests in the Company presently held by the GMEI Investors, (b) grants advance approval for the GMEI Investors to increase their equity and/or voting interests in the Company up to any non-controlling amount not to exceed 14.99 %, and (c) restates the terms of the 2020 Declaratory Ruling, including that the Company may have up to 100 % of its voting stock and equity owned by non-U.S.
+Added: individuals and entities.
+Added: At such time, the actions previously taken by the Board of Directors to implement the conditions required by the FCC during the pendency of the Remedial PDR ceased to apply.
+Added: NOTE 8 – INCOME TAXES
Significant components of the provision for income tax benefit (expense) from continuing operations are as follows:
(In thousands) Successor Company Predecessor Company
−Removed: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, Year Ended December 31,
+Added: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1,
2021 2020 2019 2019
Current – Federal
+Added: $ ( 2,169 ) $ ( 652 ) $ ( 172 ) $ 2,264
Current – foreign
+Added: ( 2,177 ) ( 1,674 ) ( 754 ) ( 282 )
Current – state
+Added: ( 14,919 ) 1,680 ( 10,045 ) 74,762
Total current benefit (expense) ( 19,265 ) ( 646 ) ( 10,971 ) 76,744
Deferred – Federal
+Added: 932 172,302 ( 14,470 ) ( 109,511 )
Deferred – foreign
+Added: 976 28 23 ( 8 )
Deferred – state
+Added: 8,966 11,939 5,327 ( 6,320 )
Total deferred benefit (expense) 10,874 184,269 ( 9,120 ) ( 115,839 )
Income tax benefit (expense) $ ( 8,391 ) $ 183,623 $ ( 20,091 ) $ ( 39,095 )
−Removed: The current tax expense recorded in the Successor period ended December 31, 2020 was primarily related to local country foreign tax expense in certain jurisdictions partially offset by adjustments to the Company’s reserves for unrecognized tax benefits in certain state jurisdictions.
+Added: The current tax expense recorded in the period ended December 31, 2021 was primarily related to federal and state and local tax expenses incurred due to taxable income in excess of available net operating losses during the period.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The current tax expense recorded in the period ended December 31, 2020 was primarily related to local country foreign tax expense in certain jurisdictions partially offset by adjustments to the Company’s reserves for unrecognized tax benefits in certain state jurisdictions.
The current tax expense of $ 11.0 million recorded in the Successor period from May 2, 2019 through December 31, 2019 was primarily related to state income taxes on operating profits generated in certain state jurisdictions during the period.
1 unchanged sentence
The current tax benefit of $ 76.7 million recorded for the Predecessor period from January 1, 2019 through May 1, 2019 relates primarily to the effective settlement of liabilities for unrecognized tax benefits that were discharged upon the Company's emergence from bankruptcy for certain state jurisdictions.
−Removed: Current tax expense for the Predecessor period ended December 31, 2018 was $ 10.2 million.
−Removed: The current tax expense recorded in 2018 was primarily related to state income tax expense incurred during the period and reserves recorded for unrecognized state tax benefits.
−Removed: The deferred tax benefit of $ 184.3 million recorded in the Successor period ended December 31, 2020 related primarily to the current period net operating losses and a reduction in deferred tax liabilities recorded in connection with the impairment of our FCC licenses discussed in Note 7.
+Added: The deferred tax benefit of $ 10.9 million recorded in the period ended December 31, 2021 related primarily to the difference of book in excess of tax depreciation and amortization expense during the period and the disallowance of interest expense deductions under Section 163(j) of the Internal Revenue Code.
+Added: These benefits were partially offset by the utilization of net operating losses during the current period and the recording of valuation allowance adjustments against certain federal and state deferred tax assets for disallowed interest carryforwards due to the uncertainty of the ability to realize those assets in future periods.
+Added: The deferred tax benefit of $ 184.3 million recorded in the period ended December 31, 2020 related primarily to the current period net operating losses and a reduction in deferred tax liabilities recorded in connection with the impairment of our FCC licenses discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .
The deferred tax expense of $ 9.1 million recorded in the Successor period from May 2, 2019 through December 31, 2019 related primarily to the utilization of federal and state net operating loss carryforwards which offset taxable income during the period.
−Removed: The deferred tax expense of $ 115.8 million recorded in the Predecessor period from January 1, 2019 through May 1, 2019 related primarily to the impact of reorganization and fresh start adjustments described above.
+Added: The deferred tax expense of $ 115.8 million recorded in the Predecessor period from January 1, 2019 through May 1, 2019 related primarily to the impact of reorganization and fresh start adjustments described in Note 15, Fresh Start Accounting .
+Added: On March 27, 2020, the CARES Act, which included numerous tax provisions, was signed into law.
+Added: The CARES Act included certain temporary relief provisions with respect to the application of the Section 163(j) interest deduction limitation including the ability to elect to use the Company’s 2019 Adjusted Taxable Income (as defined under Section 163(j)) for purposes of calculating the 2020 interest deduction limitation.
+Added: This provision of the CARES Act resulted in an increase to allowable interest deductions of $ 179.4 million during 2020.
+Added: The other federal income tax provisions within the CARES Act did not materially impact the Company’s financial statements.
+Added: On December 27, 2020, the Consolidated Appropriations Act was signed into law in order to provide further stimulus and support to those affected by the COVID-19 pandemic.
+Added: The tax provisions included within the Consolidated Appropriations Act did not materially impact the Company’s financial statements in the current year.
+Added: As a result of steps in the Plan of Reorganization described in Note 14, Emergence from Voluntary Reorganization Under Chapter 11 Proceedings , and the fresh start accounting adjustments described in Note 15, Fresh Start Accounting , there were significant tax adjustments recorded in the period from January 1, 2019 through May 1, 2019.
+Added: The Company recorded income tax benefits of $ 102.9 million for reorganization adjustments in the Predecessor period ended May 1, 2019, primarily consisting of:
+Added: (1) $ 483.0 million in tax expense for the reduction in federal and state net operating loss (“NOL”) carryforwards from the cancellation of debt income ("CODI") realized upon emergence;
+Added: (2) $ 275.2 million in tax benefit for the reduction in deferred tax liabilities attributed primarily to long-term debt that was discharged upon emergence;
+Added: (3) $ 62.3 million in tax benefit for the effective settlement of liabilities for unrecognized tax benefits that were discharged upon emergence;
+Added: and (4) $ 263.8 million in tax benefit for the reduction in valuation allowance resulting from the adjustments described above.
+Added: The Company recorded income tax expense of $ 185.4 million for fresh start adjustments in the Predecessor period ended May 1, 2019, consisting of $ 529.1 million tax expense for the increase in deferred tax liabilities resulting from fresh start accounting adjustments, which was partially offset by $ 343.7 million tax benefit for the reduction in the valuation allowance on our deferred tax assets.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Significant components of the Successor Company's deferred tax liabilities and assets as of December 31, 2020 and 2019 are as follows:
+Added: Significant components of the Company's deferred tax liabilities and assets as of December 31, 2021 and 2020 are as follows:
Successor Company
17 unchanged sentences
Net deferred tax liabilities $ 558,222 $ 556,477
−Removed: The deferred tax liability related to intangibles and fixed assets primarily relates to the difference in book and tax basis of FCC licenses and other intangible assets that were adjusted for book purposes to estimated fair values as part of the application of fresh start accounting, and were further adjusted in the first quarter of 2020 upon recognition of an impairment as discussed in Note 7.
+Added: The deferred tax liability related to intangibles and fixed assets primarily relates to the difference in book and tax basis of FCC licenses and other intangible assets that were adjusted for book purposes to estimated fair values as part of the application of fresh start accounting, and were further adjusted in the first quarter of 2020 upon recognition of an impairment as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .
In accordance with ASC 350-10, Intangibles—Goodwill and Other , the Company does not amortize FCC licenses.
1 unchanged sentence
As the Company continues to amortize its tax basis in its FCC licenses, the deferred tax liability will increase over time.
−Removed: The Company’s net foreign deferred tax liabilities for the periods ending December 31, 2020 and December 31, 2019 were $ 0.3 million.
−Removed: At December 31, 2020, the Successor Company had recorded net operating loss and tax credit carryforwards (tax effected) for federal and state income tax purposes of approximately $ 218.3 million, expiring in various amounts through 2040 or in some cases with no expiration date.
−Removed: In connection with the tax reform legislation passed in December of 2017, Section 163(j) of the Internal Revenue Code was amended, thereby establishing new rules governing a U.S.
−Removed: taxpayer’s ability to deduct interest expense beginning in 2018.
−Removed: Section 163(j), as amended, generally limits the deduction for business interest expense to thirty percent of adjusted taxable income (notwithstanding the temporary provisions described above from the enactment of the CARES Act), and provides that any disallowed interest expense may be carried forward indefinitely.
−Removed: The Successor Company recorded deferred tax assets for federal and state interest limitation carryforwards of $ 315.3 million as of December 31, 2020.
−Removed: In connection with the taxable separation of the Outdoor division as part of the bankruptcy restructuring, the Successor Company realized a $ 7.2 billion capital loss (gross after attribute reduction calculations).
+Added: The Company’s net foreign deferred tax liabilities for the period ending December 31, 2021 were $ 13.2 million and the Company's net foreign deferred tax assets for the period ending December 31, 2020 were $ 0.3 million.
+Added: At December 31, 2021, the Company had recorded net operating loss and tax credit carryforwards (tax effected) for federal and state income tax purposes of approximately $ 157.1 million, expiring in various amounts through 2040 or in some cases with no expiration date.
+Added: Internal Revenue Code Section 163(j), as amended, generally limits the deduction for business interest expense to thirty percent of adjusted taxable income (notwithstanding the temporary provisions described above from the enactment of the CARES Act), and provides that any disallowed interest expense may be carried forward indefinitely.
+Added: The Company recorded deferred tax assets for federal and state interest limitation carryforwards of $ 337.7 million as of December 31, 2021.
+Added: In connection with the taxable separation of the Outdoor division as part of the bankruptcy restructuring, the Company realized a $ 7.2 billion capital loss (gross after attribute reduction calculations).
For federal tax purposes the capital loss can be carried forward 5 years and only be used to offset capital gains.
For state tax purposes, the capital loss has various carryforward periods.
−Removed: The Successor Company has recorded a full valuation allowance against the deferred tax asset associated with the federal and state capital loss carryforward as it is not expected to be realized.
−Removed: The Successor Company expects to realize the benefits of a portion of its remaining deferred tax assets based upon expected future taxable income from deferred tax liabilities that reverse in the relevant federal and state jurisdictions and carryforward periods.
−Removed: As of December 31, 2020, the Successor Company had recorded a valuation allowance of $ 1.8 billion against a portion of these U.S.
−Removed: federal and state deferred tax assets which it does not expect to realize, relating primarily to capital loss carryforwards and certain state net operating loss
+Added: As of December 31, 2021 the tax effected balance of the capital loss carryforwards were $ 1.7 billion.
+Added: The Company has recorded a full valuation allowance against the deferred tax asset associated with the federal and state capital loss carryforward as it is not expected to be realized.
+Added: The Company expects to realize the benefits of a portion of its remaining deferred tax assets based upon expected future taxable income from deferred tax liabilities that reverse in the relevant federal and state jurisdictions and carryforward periods.
+Added: As of December 31, 2021, the Company had recorded a valuation allowance of $ 1.9 billion against a portion of these U.S.
+Added: federal and state deferred tax assets which it does not expect to realize, relating primarily to capital loss carryforwards and certain state net operating loss carryforwards.
+Added: The Company's U.S.
+Added: federal and state deferred tax valuation allowance increased by $ 36.1 million during the period ending December 31, 2021 primarily due to an
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: carryforwards.
−Removed: The Successor Company's U.S.
−Removed: federal and state deferred tax valuation allowance increased by $ 1.1 billion during the Successor period ending December 31, 2020 primarily due to an increase in the capital loss carryforward as determined on the Company's 2019 income tax filings.
+Added: increase in valuation allowances against interest limitation carryforwards.
Any deferred tax liabilities associated with acquired FCC licenses and tax-deductible goodwill intangible assets are now relied upon as sources of future taxable income for purposes of realizing deferred tax assets attributed to carryforwards that have an indefinite life such as the Section 163(j) interest carryforward.
5 unchanged sentences
Successor Company
−Removed: Year Ended December 31, Period from May 2, 2019 through December 31,
+Added: Year Ended December 31, Year Ended December 31, Period from May 2, 2019 through December 31,
(In thousands) 2021 2020 2019
−Removed: Amount Percent Amount Percent
+Added: Amount Percent Amount Percent Amount Percent
Income tax benefit (expense) at statutory rates $ 31,500 21.0 % 440,758 21.0 % $ ( 28,012 ) 21.0 %
6 unchanged sentences
Impairment charges — — % ( 257,119 ) ( 12.3 ) % — — %
+Added: Tax credits 4,831 3.2 % 3,353 0.2 % — — %
Other, net ( 1,712 ) ( 1.1 ) % 23,658 1.1 % ( 2,862 ) 2.1 %
1 unchanged sentence
Predecessor Company
−Removed: Period from January 1, 2019 through May 1, Year Ended December 31,
+Added: Period from January 1, 2019 through May 1,
(In thousands) 2019
−Removed: Amount Percent Amount Percent
−Removed: Income tax benefit (expense) at statutory rates $ ( 1,999,008 ) 21.0 % $ 5,069 21.0 %
+Added: Amount Percent
+Added: Income tax expense at statutory rates $ ( 1,999,008 ) 21.0 %
State income taxes, net of federal tax effect
4 unchanged sentences
648,384 ( 6.8 ) %
−Removed: Tax impact of outdoor charges eliminated in discontinued operations — — % ( 8,017 ) ( 33.2 ) %
Reorganization and fresh start adjustments 1,245,282 ( 13.1 ) %
1 unchanged sentence
Income tax expense $ ( 39,095 ) 0.4 %
−Removed: The Successor Company’s effective tax rate for the year ended December 31, 2020 is 8.7 %.
−Removed: The effective tax rate for this period was primarily impacted by the impairment charges to non-deductible goodwill discussed in Note 7.
−Removed: In addition, the Company recorded deferred tax adjustments to state net operating losses and federal and state disallowed interest carryforwards
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: as a result of the filing of 2019 tax returns and certain legal entity restructuring completed during the period.
+Added: The Company’s effective tax rate for the year ended December 31, 2021 is ( 5.6 )%.
+Added: The effective tax rate for this period was primarily impacted by the valuation allowance adjustments recorded during the year against certain federal and state deferred tax assets for disallowed interest carryforwards due to the uncertainty of the ability to realize those assets in future periods.
+Added: The Company’s effective tax rate for the year ended December 31, 2020 was 8.7 %.
+Added: The effective tax rate for this period was primarily impacted by the impairment charges to non-deductible goodwill discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .
+Added: In addition, the Company recorded deferred tax adjustments to state net operating losses and federal and state disallowed interest carryforwards as a result of the filing of 2019 tax returns and certain legal entity restructuring completed during the period.
These adjustments were partially offset by valuation allowance adjustments recorded during the year against certain federal and state deferred tax assets such as net operating loss carryforwards and disallowed interest carryforwards due to the uncertainty of the ability to realize those assets in future periods.
12 unchanged sentences
In addition to the above mentioned adjustments, the Reorganization and fresh start adjustments line above includes the reversal of the $ 2.0 billion in tax benefits that are presented in the reconciliation table in the Income tax benefit at statutory rates line.
−Removed: The Predecessor Company’s effective tax rate for the year ended December 31, 2018 was ( 57.3 )%.
−Removed: The effective tax rate for 2018 was primarily impacted by $ 11.3 million of deferred tax expense attributed to the valuation allowance recorded against federal and state deferred tax assets generated in the period due to the uncertainty of the ability to realize those assets in future periods.
−Removed: In addition, the Company did not record a tax effect for charges between the iHeartMedia group and the Outdoor Group that were eliminated in the presentation of discontinued operations as these charges are respected for income tax purposes under the Tax Matters Agreement.
−Removed: The Successor Company continues to record interest and penalties related to unrecognized tax benefits in current income tax expense.
+Added: The Company continues to record interest and penalties related to unrecognized tax benefits in current income tax expense.
The total amount of interest accrued at December 31, 2021 and 2020 was $ 4.2 million and $ 5.3 million, respectively.
9 unchanged sentences
Decreases for tax position taken in previous years ( 217 ) ( 1,566 )
−Removed: Decreases due to settlements with tax authorities — ( 1,183 )
Decreases due to lapse of statute of limitations ( 1,267 ) ( 195 )
5 unchanged sentences
federal jurisdiction and various state and foreign jurisdictions.
−Removed: During 2019 the Company settled several state and local tax and foreign tax examinations resulting is a reduction of unrecognized tax benefits of $ 1.2 million, excluding interest.
−Removed: In addition, during 2019 the statute of limitations for certain tax years expired upon our emergence from bankruptcy resulting in the reduction to unrecognized tax benefits of $ 42.0 million, excluding interest.
All federal income tax matters through 2017 are closed.
6 unchanged sentences
In connection with the effectiveness of the Plan of Reorganization, all unvested restricted shares were canceled.
−Removed: Pursuant to the Post-Emergence Equity Plan the Company adopted in connection with the effectiveness of our Plan of Reorganization, the Company has granted restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals.
−Removed: This Post-Emergence Equity Plan is designed to provide an incentive to certain key members of management and service providers of the Company or any of its subsidiaries and non-employee members of the Board of Directors and to offer an additional inducement in obtaining the services of such individuals.
−Removed: The Post-Emergence Equity Plan provides for the grant of (a) options and (b) restricted stock units, which, in each case, may be subject to contingencies or restrictions as set forth under the plan and applicable award agreement.
−Removed: The aggregate number of shares of Class A common stock that may be issued or used for reference purposes with respect to which awards may be granted under the plan shall be equal to the sum of (a) 12,770,387 shares of Class A common stock for awards to key members of management and service providers plus (b) 1,596,298 shares of Class A common stock for awards to non-employee members of the Board.
−Removed: Such shares of common stock may, in the discretion of the Board of Directors, consist either in whole or in part of authorized but unissued shares of common stock or shares of common stock held in the treasury of the Company.
+Added: Pursuant to our 2019 Incentive Equity Plan ("2019 Plan") we adopted in connection with the effectiveness of our Plan of Reorganization as well as our 2021 Long-Term Incentive Award Plan ("2021 Plan"), we have granted restricted stock units and options to purchase shares of the Company's Class A common stock to our employees and directors.
+Added: The 2021 Plan was approved in April 2021.
+Added: In connection with the approval, the 2019 Plan was terminated and no future awards will be granted under the 2019 Plan.
+Added: The terms and conditions of the 2019 Plan continue to govern any outstanding awards under this plan.
+Added: The 2019 Plan and 2021 Plan are designed to provide an incentive to certain key members of management and service providers of the Company or any of its subsidiaries and non-employee members of the Board of Directors and to offer an additional inducement in obtaining the services of such individuals.
+Added: The 2019 Plan provided for the grant of (a) options and (b) restricted stock units, which, in each case, may be subject to contingencies or restrictions as set forth under the plan and applicable award agreement.
+Added: The 2021 Plan provides for the grant of (a) incentive and non-incentive options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock units, (e) other stock or cash-based awards and (f) dividend equivalents.
+Added: The aggregate number of shares of Class A common stock that may be issued or used for reference purposes with respect to which awards may be granted under the 2021 Plan share be equal to the sum of (a) 6,000,000 shares of Class A common stock plus (b) shares of Class A common stock which are subject to outstanding awards under the 2019 Plan, and become available for issuance under the 2021 Plan (which may not exceed 10,743,222 shares of Class A common stock).
+Added: Such shares of common stock may, in the discretion of the Board of Directors, consist either in whole or in part of authorized but unissued shares of common stock, shares purchased on the open market, or shares of common stock held in the treasury of the Company.
The Company shall at all times during the term of the plan reserve and keep available such number of shares of common stock as will be sufficient to satisfy the requirements of the plan.
2 unchanged sentences
Stock Options
+Added: Options granted under the 2021 Plan may not have a term that exceeds ten years .
+Added: The term of each option granted pursuant to the 2019 Plan may not exceed (a) six (6) years from the date of grant thereof in the case of the awards granted upon emergence
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The term of each option granted pursuant to the plan may not exceed (a) six (6) years from the date of grant thereof in the case of the awards granted upon emergence and (b) ten (10) years from the date of grant thereof in the case of all other options;
+Added: and (b) ten (10) years from the date of grant thereof in the case of all other options;
subject, however, in either case, to earlier termination as hereinafter provided.
−Removed: Options granted under the plan are exercisable at such time or times and subject to such terms and conditions as shall be determined by the Compensation Committee of the Board (the "Committee") at the time of grant.
−Removed: The options granted as Emergence Awards vest (or vested, as applicable), subject to a participant’s continued full-time employment or service with the Company through each applicable vesting date, (a) 20 % on July 22, 2019, and (b) an additional 20 % vesting on each of the next four anniversaries of the grant date.
−Removed: No options granted under the plan will provide for any dividends or dividend equivalents thereon.
−Removed: The Company accounts for its share-based payments using the fair value recognition provisions of ASC 718-10.
+Added: Options granted under the 2019 Plan and 2021 Plan are exercisable at such time or times and subject to such terms and conditions as shall be determined by the Compensation Committee of the Board (the "Committee") at the time of grant.
+Added: The options granted as Emergence Awards under the 2019 Plan vest (or vested, as applicable), subject to a participant’s continued full-time employment or service with the Company through each applicable vesting date, (a) 20 % on July 22, 2019, and (b) an additional 20 % vesting on each of the next four anniversaries of the grant date.
+Added: No options granted under the 2019 Plan or the 2021 Plan will provide for any dividends or dividend equivalents thereon.
+Added: The Company accounts for its share-based payments using the fair value recognition provisions of ASC 718-10, Compensation—Stock Compensation .
The fair value of options that vest based on continued service is estimated on the grant date using a Black-Scholes option-pricing model.
6 unchanged sentences
Year Ended December 31, Period from May 2, 2019 through December 31,
+Added: 2021 2020 2019
Expected volatility 56 % 44 % – 57 %
2 unchanged sentences
0.35 % – 1.41 %
+Added: 1.40 % – 2.02 %
Dividend yield — % — % — %
4 unchanged sentences
Granted 296 19.20
+Added: Exercised ( 244 ) 16.72
Forfeited ( 112 ) 13.89
15 unchanged sentences
Restricted Stock Units ( “ RSUs ” )
−Removed: RSUs may be issued either alone or in addition to other awards granted under the plan.
−Removed: The RSUs granted in respect of the Emergence Awards vest or vested (as applicable), subject to a participant’s continued full-time employment or service with the Company through each applicable vesting date, (a) 20 % on July 22, 2019, and (b) an additional 20 % vesting on each of the next four anniversaries of the grant date.
−Removed: Each RSU (representing one share of common stock) awarded to a participant will be credited with dividends paid in respect of one share of common stock (“Dividend Equivalents”).
+Added: RSUs may be issued either alone or in addition to other awards granted under the 2019 Plan and 2021 Plan.
+Added: The RSUs granted in respect of the Emergence Awards under the 2019 Plan vest or vested (as applicable), subject to a participant’s continued full-time employment or service with the Company through each applicable vesting date, (a) 20 % on July 22, 2019, and (b) an additional 20 % vesting on each of the next four anniversaries of the grant date.
+Added: Each RSU (representing one share of common stock) awarded to a participant, both under the 2019 Plan and the 2021 Plan will be credited with dividends paid in respect of one share of common stock (“Dividend Equivalents”).
Dividend Equivalents will be withheld by the Company for the participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee.
Dividend Equivalents credited to a participant’s account and attributable to any particular RSU (and earnings thereon, if applicable) shall be distributed to the participant upon settlement of such RSU and, if such RSU is forfeited, the participant shall have no right to such Dividend Equivalents.
−Removed: The following table presents a summary of the Successor Company's restricted stock outstanding and restricted stock activity as of and during the year ended December 31, 2020 (“Price” reflects the weighted average share price at the date of grant):
+Added: The following table presents a summary of the Successor Company's RSUs outstanding and RSU stock activity as of and during the year ended December 31, 2021 (“Price” reflects the weighted average share price at the date of grant):
(In thousands, except per share data) Awards Price
5 unchanged sentences
Performance-based Restricted Stock Units (“Performance RSUs”)
−Removed: In August 2020, the Company issued Performance RSUs to certain key employees.
+Added: In August 2020, the Company issued Performance RSUs under the 2019 Plan to certain key employees.
Such Performance RSUs vest upon the achievement of critical operational (cost savings) improvements and specific environmental, social and governance initiatives, which are being measured over an approximately 18-month period from the date of issuance.
−Removed: In the year ended December 31, 2020, the Company recognized $ 3.4 million in relation to these Performance RSUs.
+Added: In the year ended December 31, 2021 and the year ended December 31, 2020, the Company recognized $ 1.6 million and $ 3.4 million , respectively, in relation to these Performance RSUs.
IHEARTMEDIA, INC.
4 unchanged sentences
Outstanding, January 1, 2021 556 $ 8.98
−Removed: Granted 556 8.98
Vested (restriction lapsed) — —
3 unchanged sentences
In conjunction with the cancellation, the Predecessor Company accelerated the unrecognized share-based compensation expense and recorded $ 1.5 million of compensation expense in the period from January 1, 2019 through May 1, 2019 (Predecessor), principally reflected in Reorganization costs, net.
−Removed: Stock Options
−Removed: The Predecessor Company granted options to purchase its shares of Class A common stock to certain key executives under its equity incentive plan at no less than the fair value of the underlying stock on the date of grant.
−Removed: These options were granted for a term not to exceed ten years and were forfeited, except in certain circumstances, in the event the executive terminated his or her employment or relationship with the Predecessor Company or one of its affiliates.
−Removed: Approximately three-fourths of the options outstanding at December 31, 2017 vested based solely on continued service over a period of up to five years with the remainder becoming eligible to vest over a period of up to five years if certain predetermined performance targets are met.
−Removed: The equity incentive plan contains antidilutive provisions that permitted an adjustment for any change in capitalization.
−Removed: As of December 31, 2018, the Predecessor Company had 690,994 options outstanding with a weighted average exercise price of $ 33.70 .
−Removed: During the period from January 1, 2019 through May 1, 2019 (Predecessor) and the year ended December 31, 2018 there were no options vested, granted or exercised and the 690,994 options outstanding were canceled upon the Company’s emergence from bankruptcy.
−Removed: Restricted Stock Awards (RSAs)
−Removed: The Predecessor Company granted restricted stock awards to certain of its employees and affiliates under its equity incentive plan.
−Removed: The restricted stock awards were restricted in transferability for a term of up to five years .
−Removed: Restricted stock awards were forfeited, except in certain circumstances, in the event the employee terminates his or her employment or relationship with the Company prior to the lapse of the restriction.
−Removed: As of December 31, 2018, the Predecessor Company had 5,258,526 RSAs outstanding with a weighted average share price at the date of the grant of $ 3.74 .
−Removed: During the period from January 1, 2019 through May 1, 2019 (Predecessor), there were 18,600 RSA's vested at a weighted average share price at the date of the grant of $ 1.42 and 110,333 RSA's forfeited at a weighted average share price at the date of the grant of $ 3.16 .
−Removed: Outstanding RSA's of 5,129,593 were canceled upon the Company’s emergence from bankruptcy.
Successor Common Stock and Special Warrants
5 unchanged sentences
Total Successor Class A Common Stock, Class B Common Stock and Special Warrants issued and outstanding 147,528,559
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Class A Common Stock
5 unchanged sentences
Upon our dissolution or liquidation or the sale of all or substantially all of the Successor Company's assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Successor Company's Class A common stock will be entitled to receive pro rata together with holders of the Successor Company's Class B common stock our remaining assets available for distribution.
−Removed: New Class A common stock certificates issued upon transfer or new issuance of Class A common stock shares will contain a legend stating that such shares of Class A common stock are subject to the provisions of our amended and restated certificate of incorporation, including but not limited to provisions governing compliance with requirements of the Communications Act and regulations thereunder, including, without limitation, those concerning foreign ownership and media ownership.
+Added: New Class A common stock certificates issued upon transfer or new issuance of Class A common stock shares contain a legend stating that such shares of Class A common stock are subject to the provisions of our amended and restated certificate of incorporation, including but not limited to provisions governing compliance with requirements of the Communications Act and regulations thereunder, including, without limitation, those concerning foreign ownership and media ownership.
On July 18, 2019, the Company’s Class A common stock was listed and began trading on the Nasdaq Global Select Market ("Nasdaq") under the ticker symbol “IHRT”.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Class B Common Stock
5 unchanged sentences
Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Successor Company's Class B common stock will be entitled to receive pro rata with holders of the Successor Company's Class A common stock our remaining assets available for distribution.
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: During the year ended December 31, 2020, 20,080 shares of the Class B common stock were converted into Class A common stock.
+Added: During the years ended December 31, 2021 and December 31, 2020, 7,634,045 and 20,080 shares of the Class B common stock were converted into Class A common stock, respectively.
During the period from May 2, 2019 to December 31, 2019, 53,317 shares of the Class B common stock were converted into Class A common stock.
4 unchanged sentences
provided , that no such distribution will be made to holders of Special Warrants if (x) the Communications Act or an FCC rule prohibits such distribution to holders of Special Warrants or (y) our FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate the Communications Act or any applicable FCC rule or (ii) any such holder not to be deemed to hold a noncognizable (under FCC rules governing foreign ownership) future equity interest in the Company;
−Removed: provided further , that, if any distribution of common stock or any other securities to a holder of Special Warrants is not permitted pursuant to clauses (x) or (y), the Company will cause economically equivalent warrants to be distributed to such holder in lieu thereof, to the extent that such distribution of warrants would not violate the Communications Act or any applicable FCC rules.
+Added: provided further , that, if any distribution of common stock or any other securities to a holder of Special Warrants is not permitted pursuant to clauses (x) or (y), the Company will cause economically equivalent warrants to be distributed to such
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: holder in lieu thereof, to the extent that such distribution of warrants would not violate the Communications Act or any applicable FCC rules.
The Special Warrants will expire on the earlier of the twentieth anniversary of the issuance date and the occurrence of a change in control of the Company.
During the year ended December 31, 2021, stockholders exercised 47,197,139 and 22,337,312 Special Warrants for an equivalent number of shares of Class A common stock and Class B common stock, respectively.
+Added: During the year ended December 31, 2020, stockholders exercised 6,205,617 and 2,095 Special Warrants for an equivalent number of shares of Class A common stock and Class B common stock, respectively.
During the period from May 2, 2019 through ended December 31, 2019, stockholders exercised 216,921 and 10,660 Special Warrants for an equivalent number of Class A common stock and Class B common stock, respectively.
6 unchanged sentences
The share-based compensation cost 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.
−Removed: Share-based compensation payments are recorded in corporate expenses and were $ 22.9 million and $ 26.4 million for the Successor Company for the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019, respectively.
−Removed: Share-based compensation expenses for the Predecessor Company were $ 0.5 million and $ 2.1 million during the period from January 1, 2019 through May 1, 2019 and the year ended December 31, 2018, respectively.
+Added: Share-based compensation payments are recorded in corporate expenses and were $ 23.5 million, $ 22.9 million and $ 26.4 million for the Successor Company for the year ended December 31, 2021, the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019, respectively.
+Added: Share-based compensation expenses for the Predecessor Company were $ 0.5 million during the period from January 1, 2019 through May 1, 2019.
+Added: The tax benefit related to the share-based compensation expense for the Successor Company for the year ended December 31, 2021, the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019 was $ 3.5 million, $ 3.1 million and $ 2.9 million, respectively.
+Added: The tax benefit related to the share-based compensation expense for the Predecessor Company for the period from January 1, 2019 through May 1, 2019 was $ 0.1 million.
+Added: As of December 31, 2021, there was $ 39.6 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vest based on service conditions.
+Added: This cost is expected to be recognized over a weighted average period of approximately 2.1 years.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The tax benefit related to the share-based compensation expense for the Successor Company for the year ended December 31, 2020 and the period from May 1, 2019 through December 31, 2019 was $ 5.7 million and $ 4.1 million, respectively.
−Removed: The tax benefit related to the share-based compensation expense for the Predecessor Company for the period from January 1, 2019 through May 1, 2019 and the year ended December 31, 2018 was $ 0.1 million and $ 0.5 million, respectively.
−Removed: As of December 31, 2020, there was $ 54.0 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vest based on service conditions.
−Removed: This cost is expected to be recognized over a weighted average period of approximately 2.8 years.
−Removed: In addition, as of December 31, 2020, there was $ 1.6 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vest based on certain performance conditions.
Income (Loss) per Share
(In thousands, except per share data) Successor Company Predecessor Company
−Removed: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, Year Ended December 31,
+Added: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1,
2021 2020 2019 2019
Net income (loss) attributable to the Company – common shares $ ( 159,199 ) $ ( 1,914,699 ) $ 112,548 $ 11,184,141
−Removed: Income (loss) from discontinued operations, net of tax $ — $ — $ 1,685,123 $ ( 164,667 )
+Added: Income from discontinued operations, net of tax $ — $ — $ — $ 1,685,123
Noncontrolling interest from discontinued operations, net of tax - common shares
−Removed: — — 19,028 124
−Removed: Total income (loss) from discontinued operations, net of tax - common shares
−Removed: $ — $ — $ 1,704,151 $ ( 164,543 )
+Added: Total income from discontinued operations, net of tax - common shares $ — $ — $ — $ 1,704,151
Total income (loss) from continuing operations $ ( 159,199 ) $ ( 1,914,699 ) $ 112,548 $ 9,479,990
11 unchanged sentences
From discontinued operations - Diluted $ — $ — $ — $ 19.76
−Removed: (1) All of the outstanding Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Successor Company for the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019.
−Removed: (2) Outstanding equity awards representing 9.1 million and 5.9 million shares of Class A common stock of the Successor Company for the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
−Removed: Outstanding equity awards representing 5.9 million and 7.2 million shares of Class A common stock of the Predecessor Company for the period for the period from January 1, 2019 through May 1, 2019 and the year ended December 31, 2018, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
+Added: (1) All of the outstanding Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Successor Company for the year ended December 31, 2021, December 31, 2020 and the period from May 2, 2019 through December 31, 2019.
+Added: (2) Outstanding equity awards representing 10.5 million, 9.1 million and 5.9 million shares of Class A common stock of the Successor Company for the year ended December 31, 2021, the year ended December 31, 2020 , and the period from May 2, 2019 through December 31, 2019, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
+Added: Outstanding equity awards representing 5.9 million shares of Class A common stock of the Predecessor Company for the period for the period from January 1, 2019 through May 1, 2019 were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
Stockholder Rights Plan
On May 5, 2020, the Board approved the adoption of a short-term stockholder rights plan (the “Stockholder Rights Plan”).
+Added: Pursuant to the stockholder rights plan, the Board declared a dividend distribution of one right on each outstanding share of Class A common stock, share of Class B common stock and special warrant issued in connection with the Plan of Reorganization.
+Added: The record date for such dividend distribution was May 18, 2020.
+Added: Under the Stockholder Rights Plan, subject to certain exceptions, the rights were generally exercisable only if, in a transaction not approved by the Board, a person or group acquired beneficial ownership of 10 % or more of the Company’s Class A common stock (or 20 % in the case of certain passive investors), including through such person’s ownership of the convertible Class B common stock and/or special warrants, as further detailed in the Stockholder Rights Plan.
+Added: In that situation, each holder of a right (other than the acquiring person or group) would have the right to purchase, upon payment of the exercise price, a
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Pursuant to the stockholder rights plan, the Board declared a dividend distribution of one right on each outstanding share of Class A common stock, share of Class B common stock and special warrant issued in connection with the Plan of Reorganization.
−Removed: The record date for such dividend distribution was May 18, 2020.
−Removed: Under the Stockholder Rights Plan, subject to certain exceptions, the rights will generally be exercisable only if, in a transaction not approved by the Board, a person or group acquires beneficial ownership of 10 % or more of the Company’s Class A common stock (or 20 % in the case of certain passive investors), including through such person’s ownership of the convertible Class B common stock and/or special warrants, as further detailed in the Stockholder Rights Plan.
−Removed: In that situation, each holder of a right (other than the acquiring person or group) will have the right to purchase, upon payment of the exercise price, a number of shares of the Company’s Class A common stock, Class B common stock or special warrants, as applicable, having a market value of twice such price.
−Removed: In addition, the Stockholder Rights Plan contains a similar provision if the Company is acquired in a merger or other business combination after an acquiring person acquires beneficial ownership of 10 % or more of the Company’s Class A common stock (or 20 % in the case of certain passive investors).
−Removed: The Stockholder Rights Plan has a duration of less than one year, expiring on May 5, 2021.
−Removed: The Stockholder Rights Plan may also be terminated, or the rights may be redeemed, by action of the Company prior to the scheduled expiration date under certain circumstances, including if the Board determines that market and other conditions warrant, which the Board intends to monitor.
−Removed: The adoption of the Stockholder Rights Plan is not a taxable event and does not have any impact on the Company’s financial reporting.
−Removed: NOTE 13 – EMPLOYEE STOCK AND SAVINGS PLANS
+Added: number of shares of the Company’s Class A common stock, Class B common stock or special warrants, as applicable, having a market value of twice such price.
+Added: In addition, the Stockholder Rights Plan contained a similar provision if the Company was acquired in a merger or other business combination after an acquiring person acquires beneficial ownership of 10 % or more of the Company’s Class A common stock (or 20 % in the case of certain passive investors).
+Added: The Stockholder Rights Plan expired on May 5, 2021.
+Added: The adoption of the Stockholder Rights Plan was not a taxable event and did not have any impact on the Company’s financial reporting.
+Added: NOTE 10 – EMPLOYEE BENEFIT PLANS
iHeartCommunications has various 401(k) savings and other plans for the purpose of providing retirement benefits for substantially all employees.
1 unchanged sentence
Employees vest in these iHeartCommunications matching contributions based upon their years of service to iHeartCommunications.
−Removed: In April 2020, the Company announced incremental operating-expense-saving initiatives in response to the economic environment resulting from the COVID-19 pandemic, which included a temporary suspension of the Company's 401(k) matching program.
−Removed: Contributions of $ 4.5 million, $ 8.6 million, $ 6.1 million and $ 13.5 million were made to these plans for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor), the period from January 1, 2019 through May 1, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor), respectively, were expensed.
+Added: In April 2020, the Company announced incremental operating-expense-saving initiatives in response to the economic environment resulting from the COVID-19 pandemic, which included a temporary suspension of the Company's 401(k) matching program that continued through December 31, 2021.
+Added: Contributions of $ 4.5 million, $ 8.6 million and $ 6.1 million were made to these plans for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor), respectively, were expensed.
+Added: Starting January 1, 2022, the Company recommenced its 401(k) matching program.
iHeartCommunications offers a non-qualified deferred compensation plan for a select group of management or highly compensated employees, under which such employees were able to make an annual election to defer up to 50 % of their annual salary and up to 80 % of their bonus before taxes.
iHeartCommunications suspended all salary and bonus deferrals and company matching contributions to the deferred compensation plan on January 1, 2010.
−Removed: iHeartCommunications accounts for the plan in accordance with the provisions of ASC 710-10.
+Added: iHeartCommunications accounts for the plan in accordance with the provisions of ASC 710-10, Compensation—General .
Matching credits on amounts deferred may be made in iHeartCommunications' sole discretion and iHeartCommunications retains ownership of all assets until distributed.
Participants in the plan have the opportunity to allocate their deferrals and any iHeartCommunications matching credits among different investment options, the performance of which is used to determine the amounts to be paid to participants under the plan.
−Removed: In accordance with the provisions of ASC 710-10, the assets and liabilities of the non-qualified deferred compensation plan are presented in “Other assets” and “Other long-term liabilities” in the accompanying consolidated balance sheets, respectively.
+Added: In accordance with the provisions of ASC 710-10, Compensation—General , the assets and liabilities of the non-qualified deferred compensation plan are presented in “Other assets” and “Other long-term liabilities” in the accompanying consolidated balance sheets, respectively.
The asset and liability under the deferred compensation plan at December 31, 2021 (Successor) was approximately $ 12.9 million recorded in “Other assets” and $ 12.9 million recorded in “Other long-term liabilities”, respectively.
2 unchanged sentences
OTHER INCOME (EXPENSE), NET
−Removed: The following table discloses the components of "Other income (expense), net" for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor), the period from January 1, 2019 through May 1, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor), respectively:
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The following table discloses the components of "Other income (expense), net" for the year ended December 31, 2021 (Successor), the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the period from January 1, 2019 through May 1, 2019 (Predecessor), respectively:
(In thousands) Successor Company Predecessor Company
−Removed: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, Year Ended December 31,
+Added: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1,
2021 2020 2019 2019
Professional fees $ ( 1,389 ) $ ( 6,278 ) $ ( 26,487 ) $ ( 156 )
+Added: Loss on extinguishment of debt ( 11,600 ) — — —
Other ( 1,987 ) ( 1,473 ) 8,221 179
Total other income (expense), net $ ( 14,976 ) $ ( 7,751 ) $ ( 18,266 ) $ 23
−Removed: Other income (expense), net for the year ended December 31, 2020 (Successor), the period from May 2, 2019 through December 31, 2019 (Successor) and the year ended December 31, 2018 (Predecessor) included $ 6.3 million, $ 26.5 million and $ 23.1 million, respectively, in expenses incurred in connection with our bankruptcy and negotiations with lenders and other activities related to our capital structure.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Other income (expense), net for the year ended December 31, 2021 (Successor), the year ended December 31, 2020 (Successor) and the period from May 2, 2019 through December 31, 2019 (Successor) included $ 1.4 million , $ 6.3 million and $ 26.5 million, respectively, in expenses incurred in connection with our bankruptcy.
OTHER CURRENT ASSETS
21 unchanged sentences
Total other assets $ 126,713 $ 105,624
−Removed: IHEARTMEDIA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OTHER LONG-TERM LIABILITIES
8 unchanged sentences
Total other long-term liabilities $ 80,897 $ 71,217
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
6 unchanged sentences
NOTE 12 – SEGMENT DATA
−Removed: The Company’s primary business is included in its Audio segment.
−Removed: Revenue and expenses earned and charged between Audio, Corporate and the Company's Audio & Media Services businesses are eliminated in consolidation.
−Removed: The Audio segment provides media and entertainment services via broadcast and digital delivery and also includes the Company’s events and national syndication businesses.
−Removed: The Audio & Media Services business provides other audio and media services, including the Company’s media representation business (Katz Media) and its provider of scheduling and broadcast software (RCS).
+Added: As discussed in Note 1, Summary of Significant Accounting Policies , in connection with certain leadership and organizational changes implemented in the first quarter 2021, the Company revised its segment reporting as of January 1, 2021.
+Added: The corresponding current and prior period segment disclosures were recast to reflect the current segment presentation.
+Added: Segment Adjusted EBITDA is the segment profitability metric reported to the Company’s Chief Operating Decision Maker for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment.
+Added: The Company’s primary businesses are included in its Multiplatform Group and Digital Audio Group segments.
+Added: Revenue and expenses earned and charged between Multiplatform Group, Digital Audio Group, Corporate and the Company's Audio & Media Services Group are eliminated in consolidation.
+Added: The Multiplatform Group provides media and entertainment services via broadcast delivery and also includes the Company’s events and national syndication businesses.
+Added: The Digital Audio Group provides media and entertainment services via digital delivery.
+Added: The Audio & Media Services Group provides other audio and media services, including the Company’s media representation business (Katz Media) and its provider of scheduling and broadcast software (RCS).
Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance and administrative functions for the Company’s businesses.
−Removed: Share-based compensation is recorded within Corporate expenses.
−Removed: Beginning with the first quarter of 2021, the Company is changing its presentation of segment information to reflect changes in the way the business is managed and resources are allocated by the Company's Chief Operating Decision Maker ("CODM") as a result of a reorganization of the Company's management structure.
−Removed: Effective January 1, 2021, the Company will have three reportable segments - iHeartMedia Multiplatform Group, which includes our Broadcast radio, Networks and Sponsorships and Events businesses, iHeartMedia Digital Audio Group, which includes all of our Digital assets, including Podcasting, and our Audio and Media Services Group.
−Removed: These reportable segments reflect how senior management views the Company, align with certain leadership and organizational changes implemented in the first quarter of 2021.
+Added: Share-based payments are recorded in Selling, general and administrative expense.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Additionally, beginning on January 1, 2021, Segment Adjusted EBITDA will be the segment profitability metric reported to the Company's CODM for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment.
−Removed: Segment Adjusted EBITDA is calculated as Revenue less Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
−Removed: Restructuring expenses consist primarily of severance expenses incurred in connection with cost saving initiatives, as well as certain expenses, which, in the view of management, are outside the ordinary course of business or otherwise not representative of the Company's operations during a normal business cycle.
−Removed: The following table presents the Company's segment results for the Successor Company for the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019:
−Removed: Successor Company
−Removed: (In thousands) Audio Audio and Media Services Corporate and other reconciling items Eliminations Consolidated
+Added: The following table presents the Company's segment results for the Successor Company for the year ended December 31, 2021, the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019:
+Added: (In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated
Year Ended December 31, 2021
Revenue $ 2,489,018 $ 834,482 $ 247,957 $ — $ ( 13,117 ) $ 3,558,340
−Removed: Direct operating expenses 1,136,279 32,387 — ( 5,518 ) 1,163,148
−Removed: Selling, general and administrative expenses
+Added: Operating expenses (1)
1,745,680 573,835 171,766 269,043 ( 13,117 ) 2,747,207
−Removed: Corporate expenses — — 144,624 ( 52 ) 144,572
−Removed: Depreciation and amortization
+Added: Segment Adjusted EBITDA (2)
$ 743,338 $ 260,647 $ 76,191 $ ( 269,043 ) $ — $ 811,133
+Added: Depreciation and amortization ( 469,417 )
Impairment charges ( 57,734 )
Other operating expense, net ( 32,320 )
−Removed: — — 11,344 — 11,344
−Removed: Operating income (loss) $ 99,573 $ 67,640 $ ( 1,904,837 ) $ — $ ( 1,737,624 )
+Added: Restructuring expenses ( 73,262 )
+Added: Share-based compensation expense ( 23,543 )
+Added: Operating income $ 154,857
Segment assets $ 6,953,772 $ 1,088,471 $ 438,773 $ 403,898 $ ( 3,605 ) $ 8,881,309
2 unchanged sentences
Share-based compensation expense — — — 23,543 — 23,543
−Removed: $ — $ — $ 22,862 $ — $ 22,862
−Removed: Period from May 2, 2019 through December 31, 2019
+Added: (In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated
+Added: Year Ended December 31, 2020
Revenue $ 2,206,854 $ 474,371 $ 274,749 $ — $ ( 7,756 ) $ 2,948,218
−Removed: Direct operating expenses 858,597 21,106 — ( 747 ) 878,956
−Removed: Selling, general and administrative expenses
+Added: Operating expenses (1)
1,723,449 343,598 180,081 170,173 ( 7,756 ) 2,409,545
−Removed: Corporate expenses — — 136,203 ( 32 ) 136,171
−Removed: Depreciation and amortization
+Added: Segment Adjusted EBITDA (2)
$ 483,405 $ 130,773 $ 94,668 $ ( 170,173 ) $ — $ 538,673
+Added: Depreciation and amortization ( 402,929 )
Impairment charges ( 1,738,752 )
Other operating expense, net ( 11,344 )
−Removed: — — 8,000 — 8,000
−Removed: Operating income (loss)
−Removed: $ 558,538 $ 30,279 $ ( 149,181 ) $ — $ 439,636
+Added: Restructuring expenses ( 100,410 )
+Added: Share-based compensation expense ( 22,862 )
+Added: Operating loss $ ( 1,737,624 )
Segment assets $ 7,736,229 $ 187,051 $ 473,628 $ 809,638 $ ( 3,585 ) $ 9,202,961
−Removed: $ 10,040,750 $ 486,551 $ 497,576 $ ( 3,778 ) $ 11,021,099
Intersegment revenues 670 — 7,086 — — 7,756
1 unchanged sentence
Share-based compensation expense — — — 22,862 — 22,862
−Removed: $ — $ — $ 26,411 $ — $ 26,411
−Removed: The following table presents the Company's segment results for the Predecessor Company for the periods indicated.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Predecessor Company
−Removed: (In thousands) Audio Audio and Media Services Corporate and other reconciling items Eliminations Consolidated
−Removed: Period from January 1, 2019 through May 1, 2019
+Added: (In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated
+Added: Period from May 2, 2019 through December 31, 2019
Revenue $ 2,174,411 $ 273,389 $ 167,292 $ — $ ( 5,036 ) $ 2,610,056
−Removed: Direct operating expenses 371,989 9,559 — ( 364 ) 381,184
−Removed: Selling, general and administrative expenses
−Removed: 383,342 46,072 — ( 2,184 ) 427,230
−Removed: Corporate expenses 53,667 ( 20 ) 53,647
−Removed: Depreciation and amortization
−Removed: 41,233 5,266 6,335 — 52,834
−Removed: Impairment charges — — 91,382 — 91,382
−Removed: Other operating expense, net
−Removed: — — 154 — 154
−Removed: Operating income (loss)
−Removed: $ 210,113 $ 8,465 $ ( 151,538 ) $ — $ 67,040
−Removed: Intersegment revenues $ 243 $ 2,325 $ — $ — $ 2,568
−Removed: Capital expenditures $ 31,177 $ 1,263 $ 3,757 $ — $ 36,197
−Removed: Share-based compensation expense
+Added: Operating expenses (1)
1,381,073 194,366 120,685 143,420 ( 5,036 ) 1,834,508
−Removed: Year Ended December 31, 2018
−Removed: Revenue $ 3,353,770 $ 264,061 $ — $ ( 6,508 ) $ 3,611,323
−Removed: Direct operating expenses 1,104,290 28,360 — ( 211 ) 1,132,439
−Removed: Selling, general and administrative expenses
+Added: Segment Adjusted EBITDA (2)
$ 793,338 $ 79,023 $ 46,607 $ ( 143,420 ) $ — $ 775,548
−Removed: Corporate expenses — — 184,283 ( 67 ) 184,216
Depreciation and amortization ( 249,623 )
−Removed: 173,657 18,286 20,008 — 211,951
Impairment charges —
Other operating expense, net ( 8,000 )
−Removed: Operating income (loss)
−Removed: $ 866,941 $ 69,910 $ ( 246,707 ) $ — $ 690,144
+Added: Restructuring expenses ( 51,878 )
+Added: Share-based compensation expense ( 26,411 )
+Added: Operating income $ 439,636
Segment Assets $ 9,949,638 $ 73,108 $ 486,551 $ 515,580 $ ( 3,778 ) $ 11,021,099
−Removed: $ 7,084,222 $ 448,072 $ 370,157 $ ( 206 ) $ 7,902,245
Intersegment revenues $ 447 $ — $ 4,589 $ — $ — $ 5,036
1 unchanged sentence
Share-based compensation expense $ — $ — $ — $ 26,411 $ — $ 26,411
−Removed: $ — $ — $ 2,066 $ — $ 2,066
−Removed: (1) The Predecessor Company's Segment assets exclude $ 4,367.3 million of assets related to discontinued operations as of December 31, 2018.
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 16 — QUARTERLY RESULTS OF OPERATIONS (Unaudited)
−Removed: (In thousands, except per share data) Successor Company
−Removed: Three Months Ended
−Removed: March 31, Three Months Ended June 30, Three Months Ended
−Removed: September 30, Three Months Ended
−Removed: 2020 2020 2020 2020
+Added: The following table presents the Company's segment results for the Predecessor Company for the period from January 1, 2019 through May 1, 2019:
+Added: (In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated
+Added: Period from January 1, 2019 through May 1, 2019
Revenue $ 903,888 $ 102,789 $ 69,362 $ — $ ( 2,568 ) $ 1,073,471
Operating expenses (1)
−Removed: Direct operating expenses
635,205 88,621 55,278 71,785 ( 2,568 ) 848,321
−Removed: Selling, general and administrative expenses
−Removed: 344,141 261,219 292,581 327,156
−Removed: Corporate expenses
+Added: Segment Adjusted EBITDA (2)
$ 268,683 $ 14,168 $ 14,084 $ ( 71,785 ) $ — $ 225,150
Depreciation and amortization ( 52,834 )
−Removed: 96,768 103,347 99,379 103,435
Impairment charges ( 91,382 )
−Removed: 1,727,857 5,378 — 5,517
Other operating expense, net ( 154 )
−Removed: Operating income (loss) ( 1,730,779 ) ( 159,087 ) 39,395 112,847
−Removed: Interest expense, net 90,089 81,963 85,562 86,131
−Removed: Gain (loss) on investments, net
−Removed: ( 9,955 ) 1,280 62 ( 733 )
−Removed: Equity in income (loss) of nonconsolidated affiliates ( 564 ) ( 31 ) ( 58 ) 274
−Removed: Other income (expense), net
−Removed: ( 7,860 ) ( 1,258 ) ( 1,177 ) 2,544
−Removed: Income (loss) before income taxes ( 1,839,247 ) ( 241,059 ) ( 47,340 ) 28,801
−Removed: Income tax benefit (expense) 150,511 43,742 15,228 ( 25,858 )
−Removed: Net income (loss)
−Removed: ( 1,688,736 ) ( 197,317 ) ( 32,112 ) 2,943
−Removed: Less amount attributable to noncontrolling interest
−Removed: — — — ( 523 )
−Removed: Net income (loss) attributable to the Company
−Removed: $ ( 1,688,736 ) $ ( 197,317 ) $ ( 32,112 ) $ 3,466
−Removed: Net income (loss) attributable to the Company per common share:
−Removed: Basic $ ( 11.60 ) $ ( 1.35 ) $ ( 0.22 ) $ 0.02
−Removed: Diluted $ ( 11.60 ) $ ( 1.35 ) $ ( 0.22 ) $ 0.02
−Removed: The Successor Company's Class A common shares are quoted for trading on the Nasdaq Global Select Market under the symbol IHRT.
+Added: Restructuring expenses ( 13,242 )
+Added: Share-based compensation expense ( 498 )
+Added: Operating loss $ 67,040
+Added: Intersegment revenues $ 243 $ — $ 2,325 $ — $ — $ 2,568
+Added: Capital expenditures $ 25,270 $ 4,694 $ 1,263 $ 4,970 $ — $ 36,197
+Added: Share-based compensation expense $ — $ — $ — $ 498 $ — $ 498
+Added: (1) Consolidated operating expenses consist of Direct operating expenses and Selling, general and administrative expenses and exclude Restructuring expenses, share-based compensation expenses and depreciation and amortization.
+Added: (2) For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating income, the most closely comparable GAAP measure, and to Net income (loss), please see "Reconciliation of Operating Income (Loss) to Adjusted EBITDA" and "Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA" in Item 7 of this Annual Report on Form 10-K.
+Added: Beginning on January 1, 2021, Segment Adjusted EBITDA became the segment profitability metric reported to the Company's Chief Operating Decision Maker for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment.
+Added: NOTE 13 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
+Added: Tax Matters Agreement
+Added: On the Effective Date, the Company entered into the Tax Matters Agreement by and among the Company, iHeartCommunications, iHeart Operations, CCH, CCOH and Clear Channel Outdoor, Inc., to allocate the responsibility of the Company and its subsidiaries, on the one hand, and the Outdoor Group, on the other, for the payment of taxes arising prior and subsequent to, and in connection with, the Separation (the “Tax Matters Agreement”).
+Added: For information regarding the Tax Matters Agreement, refer to Note 16, Discontinued Operations .
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In thousands, except per share data) Predecessor Company Successor Company
−Removed: Three Months Ended
−Removed: March 31, Period from April 1, 2019 through May 1, Period from May 2, 2019 through June 30, Three Months Ended
−Removed: September 30, Three Months Ended
+Added: NOTE 14 - EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS
+Added: Plan of Reorganization
+Added: As described in Note 1, Summary of Significant Accounting Policies , on May 1, 2019, the Company and the other Debtors emerged from bankruptcy pursuant to the Plan of Reorganization.
+Added: Capitalized terms not defined in this note are defined in the Plan of Reorganization.
+Added: On or following the Effective Date and pursuant to the Plan of Reorganization, the following occurred:
+Added: ▪ CCOH was separated from and ceased to be controlled by iHeartCommunications and its subsidiaries.
+Added: ▪ The existing indebtedness of iHeartCommunications of approximately $ 16 billion was discharged, the Company entered into the Term Loan Facility ($ 3,500 million) and issued the 6.375 % Senior Secured Notes ($ 800 million) and the Senior Unsecured Notes ($ 1,450 million), collectively the “Successor Emergence Debt.”
+Added: ▪ The Company adopted an amended and restated certificate of incorporation and bylaws.
+Added: ▪ Shares of the Predecessor Company’s issued and outstanding common stock immediately prior to the Effective Date were canceled, and on the Effective Date, reorganized iHeartMedia issued an aggregate of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock to holders of claims pursuant to the Plan of Reorganization.
+Added: ▪ The following classes of claims received the Successor Emergence Debt and 99.1 % of the new equity, as defined in the Plan of Reorganization:
+Added: ▪ Secured Term Loan / 2019 PGN Claims (Class 4)
+Added: ▪ Secured Non- 9.0 % PGN Due 2019 Claims Other Than Exchange 11.25 % PGN Claims (Class 5A)
+Added: ▪ Secured Exchange 11.25 % PGN Claims (Class 5B)
+Added: ▪ iHC 2021 / Legacy Notes Claims (Class 6)
+Added: ▪ Guarantor Funded Debt against other Guarantor Debtors Other than CCH and TTWN (Class 7)
+Added: ▪ The holders of the Guarantor Funded Debt Unsecured Claims Against CCH (Class 7F) received their Pro Rata share of 100 percent of the CCOH Interests held by the Debtors and CC Finco, LLC and Broader Media, LLC.
+Added: Refer to the discussion below regarding the Separation Transaction.
+Added: ▪ Settled the following classes of claims in cash:
+Added: • General Unsecured Claims Against Non-Obligor Debtors (Class 7A);
+Added: • General Unsecured Claims Against TTWN Debtors (Class 7B);
+Added: • iHC Unsecured Claims (Class 7D);
+Added: paid 14.44 % of allowed claim
+Added: • Guarantor General Unsecured Claims (Class 7G);
+Added: paid minimum of 45 % and maximum of 55 % of allowed claim
+Added: ▪ The CCOH Due From Claims (Class 8) represent the negotiated claim between iHeartMedia and CCOH, which was settled in cash on the date of emergence at 14.44 %.
+Added: ▪ The Predecessor Company’s common stockholders (Class 9) received their pro rata share of 1 % of the new common stock;
+Added: provided that 0.1 % of the new common stock that otherwise would have been distributed to the Company's former sponsors was instead distributed to holders of Legacy Notes Claims.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: ▪ The Company entered into a new $ 450.0 million ABL Facility, which was undrawn at emergence.
+Added: ▪ The Company funded the Guarantor General Unsecured Recovery Cash Pool for $ 17.5 million in order to settle the Class 7G General Unsecured Claims.
+Added: ▪ The Company funded the Professional Fee Escrow Account.
+Added: ▪ On the Effective Date, the iHeartMedia, Inc.
+Added: 2019 Incentive Equity Plan (the “Post-Emergence Equity Plan”) became effective.
+Added: The Post-Emergence Equity Plan allowed the Company to grant stock options and restricted stock units representing up to 12,770,387 shares of Class A common stock for key members of management and service providers and up to 1,596,298 for non-employee members of the board of directors.
+Added: The amounts of Class A common stock reserved under the Post-Emergence Equity Plan were equal to 8 % and 1 %, respectively, of the Company’s fully-diluted and distributed shares of Class A common stock as of the Effective Date.
+Added: In addition, as part of the Separation, iHeartCommunications and CCOH consummated the following transactions:
+Added: ▪ the cash sweep agreement under the then-existing corporate services agreement and any agreements or licenses requiring royalty payments to iHeartMedia by CCOH for trademarks or other intellectual property (“Trademark License Fees”) were terminated;
+Added: ▪ iHeartCommunications, iHeartMedia, iHeartMedia Management Services, Inc.
+Added: (“iHM Management Services”) and CCOH entered into a transition services agreement (the “Transition Services Agreement”) pursuant to which, the Company or its subsidiaries provided administrative services historically provided to CCOH by iHeartCommunications for a period of one year after the Effective Date, which was terminated on August 31, 2020;
+Added: ▪ the Trademark License Fees charged to CCOH during the post-petition period were waived by iHeartMedia;
+Added: ▪ iHeartMedia contributed the rights, title and interest in and to all tradenames, trademarks, service marks, common law marks and other rights related to the Clear Channel tradename (the “CC Intellectual Property”) to CCOH;
+Added: ▪ iHeartMedia paid $ 115.8 million to CCOH, which consisted of the $ 149.0 million payment by iHeartCommunications to CCOH as CCOH’s recovery of its claims under the Due from iHeartCommunications Note, partially offset by the $ 33.2 million net amount payable to iHeartCommunications under the post-petition intercompany balance between iHeartCommunications and CCOH after adjusting for the post-petition Trademark License Fees which were waived as part of the settlement agreement;
+Added: ▪ iHeartCommunications entered into a revolving loan agreement with Clear Channel Outdoor, LLC (“CCOL”) and Clear Channel International, Ltd., wholly-owned subsidiaries of CCOH, to provide a line of credit in an aggregate amount not to exceed $ 200 million at the prime rate of interest, which was terminated by the borrowers on July 30, 2019 in connection with the closing of an underwritten public offering of common stock by CCOH;
+Added: ▪ iHeart Operations, Inc.
+Added: issued $ 60.0 million in preferred stock to a third party for cash, which was repurchased on October 27, 2021 (see Note 6, Long-Term Debt ).
+Added: NOTE 15 - FRESH START ACCOUNTING
+Added: In connection with the Company's emergence from bankruptcy and in accordance with ASC 852, Reorganizations , the Company qualified for and adopted fresh start accounting on the Effective Date.
+Added: The Company was required to adopt fresh start accounting because (i) the holders of existing voting shares of the Predecessor Company received less than 50 % of the voting shares of the Successor Company and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan of Reorganization was less than the post-petition liabilities and allowed claims.
+Added: In accordance with ASC 852, Reorganizations , with the application of fresh start accounting, the Company allocated its reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, Business
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Combinations .
+Added: The reorganization value represents the fair value of the Successor Company's assets before considering liabilities.
+Added: The excess reorganization value over the fair value of identified tangible and intangible assets is reported as goodwill.
+Added: As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the consolidated financial statements after May 1, 2019 are not comparable with the consolidated financial statements as of or prior to that date.
+Added: Reorganization Value
+Added: As set forth in the Plan of Reorganization and the Disclosure Statement, the enterprise value of the Successor Company was estimated to be between $ 8.0 billion and $ 9.5 billion.
+Added: Based on the estimates and assumptions discussed below, the Company estimated the enterprise value to be $ 8.75 billion, which was the mid-point of the range of enterprise value as of the Effective Date.
+Added: Management and its valuation advisors estimated the enterprise value of the Successor Company, which was approved by the Bankruptcy Court.
+Added: The selected publicly traded companies analysis approach, the discounted cash flow analysis approach and the selected transactions analysis approach were all utilized in estimating the enterprise value.
+Added: The use of each approach provides corroboration for the other approaches.
+Added: To estimate enterprise value utilizing the selected publicly traded companies analysis method, valuation multiples derived from the operating data of publicly-traded benchmark companies to the same operating data of the Company were applied.
+Added: The selected publicly traded companies analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography.
+Added: The valuation multiples were derived based on historical and projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization and applied to projected operating data of the Company.
+Added: To estimate enterprise value utilizing the discounted cash flow method, an estimate of future cash flows for the period 2019 to 2022 with a terminal value was determined and discounted the estimated future cash flows to present value.
+Added: The expected cash flows for the period 2019 to 2022 with a terminal value were based upon certain financial projections and assumptions provided to the Bankruptcy Court.
+Added: The expected cash flows for the period 2019 to 2022 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable.
+Added: A terminal value was included, calculated using the terminal multiple method, which estimates a range of values at which the Successor Company will be valued at the end of the Projection Period based on applying a terminal multiple to final year Adjusted EBITDA (referred to as "OIBDAN" in the documents filed with the Bankruptcy Court), which is defined as consolidated operating income adjusted to exclude non-cash compensation expenses included within corporate expenses, as well as Depreciation and amortization, Impairment charges and Other operating income (expense), net.
+Added: To estimate enterprise value utilizing the selected transactions analysis, valuation multiples were derived from an analysis of consideration paid and net debt assumed from publicly disclosed merger or acquisition transactions, and such multiples were applied to the broadcast cash flows of the Successor Company.
+Added: The selected transactions analysis identified companies and assets involved in publicly disclosed merger and acquisition transactions for which the targets had operating and financial characteristics comparable in certain respects to the Successor Company.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The following table reconciles the enterprise value per the Plan of Reorganization to the implied value (for fresh start accounting purposes) of the Successor Company's common stock as of the Effective Date:
+Added: (In thousands, except per share data)
+Added: Enterprise Value $ 8,750,000
+Added: Cash and cash equivalents 63,142
+Added: Debt issued upon emergence ( 5,748,178 )
+Added: Finance leases and short-term notes ( 61,939 )
+Added: Mandatorily Redeemable Preferred Stock ( 60,000 )
+Added: Changes in deferred tax liabilities (1)
+Added: Noncontrolling interest ( 8,943 )
+Added: Implied value of Successor Company common stock $ 2,770,172
+Added: Shares issued upon emergence (2)
+Added: Per share value $ 19.07
+Added: (1) Difference in the assumed effect of deferred taxes in the calculation of enterprise value versus the actual effect of deferred taxes as of May 1.
+Added: (2) Includes the Class A Common Stock, Class B Common Stock and Special Warrants issued at emergence.
+Added: The reconciliation of the Company’s enterprise value to reorganization value as of the Effective Date is as follows:
+Added: (In thousands)
+Added: Enterprise Value $ 8,750,000
+Added: Cash and cash equivalents 63,142
+Added: Current liabilities (excluding Current portion of long-term debt) 426,944
+Added: Deferred tax liability 596,850
+Added: Other long-term liabilities 54,393
+Added: Noncurrent operating lease obligations 818,879
+Added: Reorganization value $ 10,710,208
+Added: Consolidated Balance Sheet
+Added: The adjustments set forth in the following consolidated balance sheet as of May 1, 2019 reflect the effect of the Separation (reflected in the column "Separation of CCOH Adjustments"), the consummation of the transactions contemplated by the Plan of Reorganization that are incremental to the Separation (reflected in the column "Reorganization Adjustments") and the fair value adjustments as a result of applying fresh start accounting (reflected in the column "Fresh Start Adjustments").
+Added: The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities, as well as significant assumptions or inputs.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In thousands) Separation of CCOH Adjustments Reorganization Adjustments Fresh Start Adjustments
+Added: Predecessor (A) (B) (C) Successor
+Added: CURRENT ASSETS
+Added: Cash and cash equivalents $ 175,811 $ — $ ( 112,669 ) (1) $ — $ 63,142
+Added: Accounts receivable, net 748,326 — — ( 10,810 ) (1) 737,516
+Added: Prepaid expenses 127,098 — — ( 24,642 ) (2) 102,456
+Added: Other current assets 22,708 — 8,125 (2) ( 1,668 ) (3) 29,165
+Added: Current assets of discontinued operations 1,000,753 ( 1,000,753 ) (1) — — —
+Added: Total Current Assets 2,074,696 ( 1,000,753 ) ( 104,544 ) ( 37,120 ) 932,279
+Added: PROPERTY, PLANT AND EQUIPMENT
+Added: Property, plant and equipment, net 499,001 — — 333,991 (4) 832,992
+Added: INTANGIBLE ASSETS AND GOODWILL
+Added: Indefinite-lived intangibles - licenses 2,326,626 — — ( 44,906 ) (5) 2,281,720
+Added: Other intangibles, net 104,516 — — 2,240,890 (5) 2,345,406
+Added: Goodwill 3,415,492 — — ( 92,127 ) (5) 3,323,365
+Added: Operating lease right-of-use assets 355,826 — — 554,278 (6) 910,104
+Added: Other assets 139,409 — ( 384 ) (3) ( 54,683 ) (2) 84,342
+Added: Long-term assets of discontinued operations 5,351,513 ( 5,351,513 ) (1) — — —
+Added: Total Assets $ 14,267,079 $ ( 6,352,266 ) $ ( 104,928 ) $ 2,900,323 $ 10,710,208
+Added: CURRENT LIABILITIES
+Added: Accounts payable $ 41,847 $ — $ 3,061 (4) $ — $ 44,908
+Added: Current operating lease liabilities 470 — 31,845 (7) 39,092 (6) 71,407
+Added: Accrued expenses 208,885 — ( 32,250 ) (5) 2,328 (9) 178,963
+Added: Accrued interest 462 — ( 462 ) (6) — —
+Added: Deferred revenue 128,452 — — 3,214 (7) 131,666
+Added: Current portion of long-term debt 46,618 — 6,529 (7) 40 (6) 53,187
+Added: Current liabilities of discontinued operations 999,778 ( 999,778 ) (1) — — —
+Added: Total Current Liabilities 1,426,512 ( 999,778 ) 8,723 44,674 480,131
+Added: Long-term debt — — 5,758,516 (8) ( 1,586 ) (8) 5,756,930
+Added: Series A Mandatorily Redeemable Preferred Stock — — 60,000 (9) — 60,000
+Added: Noncurrent operating lease liabilities 828 — 398,154 (7) 419,897 (6) 818,879
+Added: Deferred income taxes — — 575,341 (10) 185,419 (10) 760,760
+Added: Other long-term liabilities 121,081 — ( 64,524 ) (11) ( 2,164 ) (7) 54,393
+Added: Liabilities subject to compromise 16,770,266 — ( 16,770,266 ) (7) — —
+Added: Long-term liabilities of discontinued operations 7,472,633 ( 7,472,633 ) (1) — — —
+Added: Commitments and contingent liabilities (Note 7)
+Added: STOCKHOLDERS’ EQUITY (DEFICIT)
+Added: Noncontrolling interest 13,584 ( 13,199 ) (1) — 8,558 (11) 8,943
+Added: Predecessor common stock 92 — ( 92 ) (12) — —
+Added: Successor Class A Common Stock — — 57 (13) — 57
+Added: Successor Class B Common Stock — — 7 (13) — 7
+Added: Predecessor additional paid-in capital 2,075,130 — ( 2,075,130 ) (12) — —
+Added: Successor additional paid-in capital — — 2,770,108 (13) — 2,770,108
+Added: Accumulated deficit ( 13,288,497 ) 1,825,531 (1) 9,231,616 (14) 2,231,350 (12) —
+Added: Accumulated other comprehensive loss ( 321,988 ) 307,813 (1) — 14,175 (12) —
+Added: Cost of share held in treasury ( 2,562 ) — 2,562 (12) — —
+Added: Total Stockholders' Equity (Deficit) ( 11,524,241 ) 2,120,145 9,929,128 2,254,083 2,779,115
+Added: Total Liabilities and Stockholders' Equity (Deficit) $ 14,267,079 $ ( 6,352,266 ) $ ( 104,928 ) $ 2,900,323 $ 10,710,208
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Separation of CCOH Adjustments
+Added: (1) On May 1, 2019, as part of the Separation, the outstanding shares of both classes of CCOH common stock were consolidated such that CCH held all of the outstanding CCOH Class A common stock that was held by subsidiaries of iHeartCommunications, through a series of share distributions by other subsidiaries that held CCOH common stock and a conversion of CCOH Class B common stock that CCH held to CCOH Class A common stock.
+Added: Prior to the Separation, iHeartCommunications owned approximately 89.1 % of the economic rights and approximately 99 % of the voting rights of CCOH.
+Added: To complete the Separation, CCOH merged with and into CCH, with CCH surviving the merger and changing its name to Clear Channel Outdoor Holdings, Inc.
+Added: (“New CCOH”), and pre-merger shares of CCOH Class A common stock (other than shares of CCOH Class A common stock held by CCH or any direct or indirect wholly-owned subsidiary of CCH) were converted into an equal number of shares of post-merger common stock of New CCOH.
+Added: iHeartCommunications transferred the post-merger common stock of New CCOH it held to Claimholders pursuant to the Plan of Reorganization but retained 31,269,762 shares.
+Added: Such retained shares were distributed to two affiliated Claimholders on July 18, 2019.
+Added: Upon completion of the merger and Separation, New CCOH became an independent public company.
+Added: Upon distribution of the shares held by iHeartCommunications, the Company does not hold any ownership interest in CCOH.
+Added: The assets and liabilities of CCOH have been classified as discontinued operations.
+Added: The discontinued operations reflect the assets and liabilities of CCOH, which are presented as discontinued operations as of the Effective Date.
+Added: CCOH’s assets and liabilities are adjusted to:
+Added: (1) eliminate the balance on the Due from iHeartCommunications Note and the balance on the intercompany payable due to iHeartCommunications from CCOH’s consolidated balance sheet, which are intercompany amounts that were eliminated in consolidation;
+Added: (2) eliminate CCOH’s Noncontrolling interest and treasury shares;
+Added: and (3) eliminate other intercompany balances.
+Added: Reorganization Adjustments
+Added: In accordance with the Plan of Reorganization, the following adjustments were made:
+Added: (1) The table below reflects the sources and uses of cash on the Effective Date from implementation of the Plan:
+Added: (In thousands)
+Added: Cash at May 1, 2019 (excluding discontinued operations) $ 175,811
+Added: Proceeds from issuance of Mandatorily Redeemable Preferred Stock $ 60,000
+Added: Release of restricted cash from other assets into cash 3,428
+Added: Total sources of cash $ 63,428
+Added: Payment of Mandatorily Redeemable Preferred Stock issuance costs $ ( 1,513 )
+Added: Payment of New Term Loan Facility to settle certain creditor claims ( 1,822 )
+Added: Payments for Emergence debt issuance costs ( 7,213 )
+Added: Funding of the Guarantor General Unsecured Recovery Cash Pool ( 17,500 )
+Added: Payments for fully secured claims and general unsecured claims ( 1,990 )
+Added: Payment of contract cure amounts ( 15,763 )
+Added: Payment of consenting stakeholder fees ( 4,000 )
+Added: Payment of professional fees ( 85,091 ) (a)
+Added: Funding of Professional Fees Escrow Account ( 41,205 ) (a)
+Added: Total uses of cash $ ( 176,097 )
+Added: Net uses of cash $ ( 112,669 )
+Added: Cash upon emergence $ 63,142
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (a) Approximately $ 30.5 million of professional fees paid at emergence were accrued as of May 1, 2019.
+Added: These payments also reflect both the payment of success fees for $ 86.1 million and other professionals paid directly at emergence.
+Added: (2) Pursuant to the terms of the Plan of Reorganization, on the Effective Date, the Company funded the Guarantor General Unsecured Recovery Cash Pool account in the amount of $ 17.5 million, which was reclassified as restricted cash within Other current assets.
+Added: The Company made payments of $ 6.0 million through the Cash Pool at the time of emergence.
+Added: Additionally, $ 3.4 million of restricted cash previously held to pay critical utility vendors was reclassified to cash.
+Added: (3) Reflects the write-off of prepaid expenses related to the $ 2.3 million of prepaid premium for Predecessor Company's director and officer insurance policy, offset by the accrual of future reimbursements of $ 1.9 million for negotiated discounts related to the professional fee escrow account.
+Added: (4) Reflects the reinstatement of $ 3.1 million of accounts payable included within Liabilities subject to compromise to be satisfied in the ordinary course of business.
+Added: (5) Reflects the reduction of accrued expenses related to the $ 21.2 million of professional fees paid directly, $ 9.3 million of professional fees paid through the Professional Fee Escrow Account and other accrued expense items.
+Added: Additionally, the Company reinstated accrued expenses included within Liabilities subject to compromise to be satisfied in the ordinary course of business.
+Added: (In thousands)
+Added: Reinstatement of accrued expenses $ 551
+Added: Payment of professional fees ( 21,177 )
+Added: Payment of professional fees through the escrow account ( 9,260 )
+Added: Impact on other accrued expenses ( 2,364 )
+Added: Net impact on Accrued expenses $ ( 32,250 )
+Added: (6) Reflects the write-off of the DIP facility accrued interest associated with the DIP facility fees paid at emergence.
+Added: (7) As part of the Plan of Reorganization, the Bankruptcy Court approved the settlement of claims reported within Liabilities subject to compromise in the Company's Consolidated balance sheet at their respective allowed claim amounts.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The table below indicates the disposition of Liabilities subject to compromise:
+Added: (In thousands)
+Added: Liabilities subject to compromise pre-emergence $ 16,770,266
+Added: To be reinstated on the Effective Date:
+Added: Deferred taxes $ ( 596,850 )
+Added: Accrued expenses ( 551 )
+Added: Accounts payable ( 3,061 )
+Added: Finance leases and other debt ( 16,867 ) (a)
+Added: Current operating lease liabilities ( 31,845 )
+Added: Noncurrent operating lease liabilities ( 398,154 )
+Added: Other long-term liabilities ( 14,518 ) (b)
+Added: Total liabilities reinstated $ ( 1,061,846 )
+Added: Less amounts settled per the Plan of Reorganization
+Added: Issuance of new debt $ ( 5,750,000 )
+Added: Payments to cure contracts ( 15,763 )
+Added: Payments for settlement of general unsecured claims from escrow account ( 5,822 )
+Added: Payments for fully secured and other claim classes at emergence ( 1,990 )
+Added: Equity issued at emergence to creditors in settlement of Liabilities subject to Compromise ( 2,742,471 )
+Added: Total amounts settled ( 8,516,046 )
+Added: Gain on settlement of Liabilities Subject to Compromise $ 7,192,374
+Added: (a) Includes finance lease liabilities and other debt of $ 6.6 million and $ 10.3 million classified as current and long-term debt, respectively.
+Added: (b) Reinstatement of Other long-term liabilities were as follows:
+Added: (In thousands)
+Added: Reinstatement of long-term asset retirement obligations $ 3,527
+Added: Reinstatement of non-qualified deferred compensation plan 10,991
+Added: Total reinstated Other long-term liabilities $ 14,518
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (8) The exit financing consists of the Term Loan Facility of approximately $ 3.5 billion and 6.375 % Senior Secured Notes totaling $ 800 million, both maturing seven years from the date of issuance, the Senior Unsecured Notes totaling $ 1.45 billion, maturing eight years from the date of issuance, and a $ 450 million ABL Facility with no amount drawn at emergence, which matures on June 14, 2023.
+Added: Upon emergence, the Company paid cash of $ 1.8 million to settle certain creditor claims for which claims were designated to receive term loans pursuant to the Plan of Reorganization.
+Added: The remaining $ 10.3 million is related to the reinstatement of the Long-term portion of finance leases and other debt as described above.
+Added: (In thousands) Term Interest Rate Amount
+Added: Term Loan Facility 7 years Libor + 4.00 %
+Added: 6.375 % Senior Secured Notes
+Added: 7 years 6.375 % 800,000
+Added: Senior Unsecured Notes 8 years 8.375 % 1,450,000
+Added: Asset-based Revolving Credit Facility 4 years Varies (a)
+Added: Total Long-Term Debt - Exit Financing $ 5,750,000
+Added: Payment of Term Loan Facility to settle certain creditor claims ( 1,822 )
+Added: Net proceeds from exit financing at emergence $ 5,748,178
+Added: Long-term portion of finance leases and other debt reinstated 10,338
+Added: Net impact on Long-term debt $ 5,758,516
+Added: (a) Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (x) a eurocurrency rate or (y) a base rate.
+Added: The applicable margin for borrowings under the ABL Facility range from 1.25 % to 1.75 % for eurocurrency borrowings and from 0.25 % to 0.75 % for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recently ended fiscal quarter.
+Added: (9) Reflects the issuance by iHeart Operations of $ 60.0 million in aggregate liquidation preference of its Series A Perpetual Preferred Stock, par value $ 0.001 per share.
+Added: On May 1, 2029, the shares of the Preferred Stock would have been subject to mandatory redemption for $ 60.0 million in cash, plus any accrued and unpaid dividends.
+Added: However, these shares were repurchased for cash on October 27, 2021.
+Added: (10) Reflects the reinstatement of deferred tax liabilities included within Liabilities subject to compromise of $ 596.9 million, offset by an adjustment to net deferred tax liabilities of $ 21.5 million.
+Added: Upon emergence from the Chapter 11 Cases, iHeartMedia’s federal and state net operating loss carryforwards were reduced in accordance with Section 108 of the U.S.
+Added: Internal Revenue Code of 1986, as amended (the “Code”), due to cancellation of debt income, which is excluded from U.S.
+Added: federal taxable income.
+Added: The estimated remaining deferred tax assets attributed to federal and state net operating loss carryforwards upon emergence totaled $ 114.9 million.
+Added: The adjustments reflect a reduction in deferred tax assets for federal and state net operating loss carryforwards as described above, a reduction in deferred tax liabilities attributed to long-term debt as a result of the restructuring of our indebtedness upon emergence and a reduction in valuation allowance.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (11) Reflects the reinstatement of Other long-term liabilities from Liabilities subject to compromise, offset by the reduction of liabilities for unrecognized tax benefits classified as Other long-term liabilities that were discharged and effectively settled upon emergence.
+Added: (In thousands)
+Added: Reinstatement of long-term asset retirement obligations $ 3,527
+Added: Reinstatement of non-qualified pension plan 10,991
+Added: Reduction of liabilities for unrecognized tax benefits ( 79,042 )
+Added: Net impact to Other long-term liabilities $ ( 64,524 )
+Added: (12) Pursuant to the terms of the Plan of Reorganization, as of the Effective Date, all Predecessor common stock and stock-based compensation awards were canceled without any distribution.
+Added: As a result of the cancellation, the Company recognized $ 1.5 million in compensation expense related to the unrecognized portion of share-based compensation as of the Effective Date.
+Added: (13) Reflects the issuance of Successor Company equity, including the issuance of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock in exchange for claims against or interests in iHeartMedia pursuant to the Plan of Reorganization.
+Added: (In thousands)
+Added: Equity issued to Class 9 Claimholders (prior equity holders) $ 27,701
+Added: Equity issued to creditors in settlement of Liabilities subject to compromise 2,742,471
+Added: Total equity issued at emergence $ 2,770,172
+Added: (14) The table reflects the cumulative impact of the reorganization adjustments discussed above:
+Added: (In thousands)
+Added: Gain on settlement of Liabilities subject to compromise $ 7,192,374
+Added: Payment of professional fees upon emergence ( 11,509 )
+Added: Payment of success fees upon emergence ( 86,065 )
+Added: Cancellation of unvested stock-based compensation awards ( 1,530 )
+Added: Cancellation of Predecessor prepaid director and officer insurance policy ( 2,331 )
+Added: Write-off of debt issuance and Mandatorily Redeemable Preferred Stock costs incurred at emergence ( 8,726 )
+Added: Total Reorganization items, net $ 7,082,213
+Added: Income tax benefit $ 102,914
+Added: Cancellation of Predecessor Equity 2,074,190 (a)
+Added: Issuance of Successor Equity to prior equity holders ( 27,701 )
+Added: Net Impact on Accumulated deficit $ 9,231,616
+Added: (a) This value is reflective of Predecessor common stock, Additional paid in capital and the recognition of $ 1.5 million in compensation expense related to the unrecognized portion of share-based compensation, less Treasury stock.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Fresh Start Adjustments
+Added: We have applied fresh start accounting in accordance with ASC 852, Reorganizations .
+Added: Fresh start accounting requires the revaluation of our assets and liabilities to fair value, including both existing and new intangible assets, such as FCC licenses, developed technology, customer relationships and tradenames.
+Added: Fresh start accounting also requires the elimination of all predecessor earnings or deficits in Accumulated deficit and Accumulated other comprehensive loss.
+Added: These adjustments reflect the actual amounts recorded as of the Effective Date.
+Added: (1) Reflects the fair value adjustment as of May 1, 2019 made to accounts receivable to reflect management's best estimate of the expected collectability of accounts receivable balances.
+Added: (2) Reflects the fair value adjustment as of May 1, 2019 to eliminate certain prepaid expenses related to software implementation costs and other upfront payments.
+Added: The Company historically incurred third-party implementation fees in connection with installing various cloud-based software products, and these amounts were recorded as prepaid expenses and recognized as a component of selling, general and administrative expense over the term of the various contracts.
+Added: The Company determined that the remaining unamortized costs related to such implementation fees do not provide any rights that result in future economic benefits.
+Added: In addition, the Company pays signing bonuses to certain of its on-air personalities, and these amounts were recorded as prepaid expenses and recognized as a component of Direct operating expenses over the terms of the various contracts.
+Added: To the extent these contracts do not contain substantive claw-back provisions, these prepaid amounts do not provide any enforceable rights that result in future economic benefits.
+Added: Accordingly, the balances related to these contracts as of May 1, 2019 were adjusted to zero.
+Added: (3) Reflects the fair value adjustment to eliminate receivables related to tenant allowances per certain lease agreements.
+Added: These receivables were incorporated into the recalculated lease obligations per ASC 842.
+Added: (4) Reflects the fair value adjustment to recognize the Company’s property, plant and equipment as of May 1, 2019 based on the fair values of such property, plant and equipment.
+Added: Property was valued using a market approach comparing similar properties to recent market transactions.
+Added: Equipment and towers were valued primarily using a replacement cost approach.
+Added: Internally-developed and owned software technology assets were valued primarily using the Royalty Savings Method, similar to the approach used in valuing the Company’s tradenames and trademarks.
+Added: Estimated royalty rates were determined for each of the software technology assets considering the relative contribution to the Company’s overall profitability as well as available public market information regarding market royalty rates for similar assets.
+Added: The selected royalty rates were applied to the revenue generated by the software technology assets.
+Added: The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued.
+Added: For certain of the software technology assets, the Company used the cost approach which utilized historical financial data regarding development costs and expected future profit associated with the assets.
+Added: The adjustment to the Company’s property, plant and equipment consists of a $ 182.9 million increase in tangible property and equipment and a $ 151.0 million increase in software technology assets
+Added: (5) Historical goodwill and other intangible assets have been eliminated and the Company has recognized certain intangible assets at estimated current fair values as part of the application of fresh start accounting, with the most material intangible assets being the FCC licenses related to the Company’s 854 radio stations.
+Added: The Company has also recorded customer-related and marketing-related intangible assets, including the iHeart tradename.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The following table sets forth estimated fair values of the components of these intangible assets and their estimated useful lives:
+Added: (In thousands) Estimated Fair Value Estimated Useful Life
+Added: FCC licenses $ 2,281,720 (a) Indefinite
+Added: Customer / advertiser relationships 1,643,670 (b) 5 - 15 years
+Added: Talent contracts 373,000 (b) 2 - 10 years
+Added: Trademarks and tradenames 321,928 (b) 7 - 15 years
+Added: Other 6,808 (c)
+Added: Total intangible assets upon emergence $ 4,627,126
+Added: Elimination of historical acquired intangible assets ( 2,431,142 )
+Added: Fresh start adjustment to acquired intangible assets $ 2,195,984
+Added: (a) FCC licenses.
+Added: The fair value of the indefinite-lived FCC licenses was determined primarily using the direct valuation method of the Income Approach and, for smaller markets a combination of the Income approach and the Market Approach.
+Added: The Company engaged a third-party valuation firm to assist it in the development of the assumptions and the Company’s determination of the fair value of its FCC licenses.
+Added: Under the direct valuation method, the fair value of the FCC licenses was calculated at the market level as prescribed by ASC 350, Intangibles-Goodwill and Other .
+Added: The application of the direct valuation method attempts to isolate the income that is properly attributable to the FCC licenses alone (that is, apart from tangible and identified intangible assets and goodwill).
+Added: It is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and whose only other assets have essentially been paid for (or added) as part of the build-up process.
+Added: Under the direct valuation method, it is assumed that rather than acquiring FCC licenses as part of a going concern business, the buyer hypothetically obtains FCC licenses and builds a new operation with similar attributes from scratch.
+Added: Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value.
+Added: Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the FCC licenses.
+Added: In applying the direct valuation method to the Company’s FCC licenses, the licenses are grouped by type (e.g.
+Added: FM licenses vs.
+Added: AM licenses) and market size in order to ensure appropriate assumptions are used in valuing the various FCC licenses based on population and demographics that influence the level of revenues generated by each FCC license, using industry projections.
+Added: The key assumptions used in applying the direct valuation method include market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate (“WACC”) and terminal values.
+Added: The WACC was calculated by weighting the required returns on interest-bearing debt and common equity capital in proportion to their estimated percentages based on a market participant capital structure.
+Added: For licenses valued using the Market Transaction Method, the Company used publicly available data, which included sales of comparable radio stations and FCC auction data involving radio broadcast licenses to estimate the fair value of FCC licenses.
+Added: Similar to the application of the Income approach for the FCC licenses, the Company grouped licenses by type and market size for comparison to historical market transactions.
+Added: The historical book value of the FCC licenses as of May 1, 2019 was subtracted from the fair value of the FCC licenses to determine the adjustment to decrease the value of Indefinite-lived intangible assets-licenses by $ 44.9 million.
+Added: (b) Other intangible assets.
+Added: Definite-lived intangible assets include customer/advertiser relationships, talent contracts for on-air personalities, trademarks and tradenames and other intangible assets.
+Added: The Company engaged a third-party valuation firm to assist in developing the assumptions and determining the fair values of each of these assets.
+Added: For purposes of estimating the fair values of customer/advertiser relationships and talent contracts, the Company primarily utilized the Income Approach (specifically, the multi-period excess earnings method, or MPEEM) to
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: estimate fair value based on the present value of the incremental after-tax cash flows attributable only to the subject intangible assets after deducting contributory asset charges.
+Added: The cash flows attributable to each grouping of customer/advertiser relationships were adjusted for the appropriate contributory asset charges (e.g., FCC licenses, working capital, tradenames, technology, workforce, etc.).
+Added: The discount rate utilized to present-value the after-tax cash flows was selected based on consideration of the overall business risks and the risks associated with the specific assets being valued.
+Added: Additionally, for certain advertiser relationships the Company used the Cost Approach using historical financial data regarding the sales, administrative and overhead expenses related to the Company’s selling efforts associated with revenue for both existing and new advertisers.
+Added: The ratio of expenses for selling efforts to revenue was applied to total revenue from new customers to determine an estimated cost per revenue dollar of revenue generated by new customers.
+Added: This ratio was applied to total revenue from existing customers to estimate the replacement cost of existing customer/advertiser relationships.
+Added: The historical book value of customer/advertiser relationships as of May 1, 2019 was subtracted from the fair value of the customer/advertiser relationships determined as described above to determine the adjustment to increase the value of the customer/advertiser relationship intangible assets by $ 1,604.1 million.
+Added: For purposes of estimating the fair value of trademarks and tradenames, the Company primarily used the Royalty Savings Method, a variation of the Income approach.
+Added: Estimated royalty rates were determined for each of the trademarks and tradenames considering the relative contribution to the Company’s overall profitability as well as available public information regarding market royalty rates for similar assets.
+Added: The selected royalty rates were applied to the revenue generated by the trademarks and tradenames to determine the amount of royalty payments saved as a result of owning these assets.
+Added: The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued.
+Added: The historical book values of talent contracts, trademarks and tradenames and other intangible assets as of May 1, 2019 were subtracted from the fair values determined as described above to determine the adjustments as follows:
+Added: (In millions)
+Added: Customer/advertiser relationships $ 1,604.1 increase in value
+Added: Talent contracts 361.6 increase in value
+Added: Trademarks and tradenames 274.4 increase in value
+Added: Other 0.8 increase in value
+Added: Total fair value adjustment $ 2,240.9 increase in value
+Added: (c) Included within other intangible assets are permanent easements, which have an indefinite useful life.
+Added: All other intangible assets are amortized over the respective lives of the agreements, or over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows.
+Added: The following table sets forth the adjustments to goodwill:
+Added: (In thousands)
+Added: Reorganization value $ 10,710,208
+Added: Fair value of assets (excluding goodwill) ( 7,386,843 )
+Added: Total goodwill upon emergence 3,323,365
+Added: Elimination of historical goodwill ( 3,415,492 )
+Added: Fresh start adjustment to goodwill $ ( 92,127 )
+Added: (6) The operating lease obligation as of May 1, 2019 had been calculated using an incremental borrowing rate applicable to the Company while it was a debtor-in-possession before its emergence from bankruptcy.
+Added: Upon application of fresh start accounting, the lease obligation was recalculated using the incremental borrowing rate applicable to the Company after emergence from bankruptcy and commensurate to its new capital structure.
+Added: The incremental borrowing rate used decreased from 12.44 % as of March 31, 2019 to 6.54 % as of May 1, 2019.
+Added: As a result of this decrease, the Company's Operating lease liabilities and corresponding Operating lease right-of-use assets increased by $ 541.2 million to reflect the higher balances resulting from the application of a lower incremental borrowing rate.
+Added: The Operating lease right-of-use-assets were
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: further adjusted to reflect the resetting of the Company's straight-line lease calculation.
+Added: In addition, the Company increased the Operating lease right-of-use assets to recognize $ 13.1 million related to the favorable lease contracts.
+Added: (7) Reflects the fair value adjustment to adjust deferred revenue and other liabilities as of May 1, 2019 to its estimated fair value.
+Added: The fair value of the deferred revenue was determined using the market approach and the cost approach.
+Added: The market approach values deferred revenue based on the amount an acquirer would be required to pay a third party to assume the remaining performance obligations.
+Added: The cost approach values deferred revenue utilizing estimated costs that will be incurred to fulfill the obligation plus a normal profit margin for the level of effort or assumption of risk by the acquirer.
+Added: Additionally, a deferred gain was recorded at the time of the certain historical sale-leaseback transaction.
+Added: During the implementation of ASC 842, Leases , the operating portion was written off as of January 1, 2019.
+Added: The financing lease deferred gain remained.
+Added: As part of fresh start accounting, this balance of $ 0.9 million was written off.
+Added: (8) Reflects the fair value adjustment to adjust Long-term debt as of May 1, 2019.
+Added: This adjustment is to state the Company's finance leases and other pre-petition debt at estimated fair values.
+Added: (9) Reflects the fair value adjustment to adjust Accrued expenses as of May 1, 2019.
+Added: This adjustment primarily relates to adjusting vacation accruals to estimated fair values.
+Added: (10) Reflects a net increase to deferred tax liabilities for fresh start adjustments attributed primarily to property, plant and equipment and intangible assets, the effects of which are partially offset by a decrease in the valuation allowance.
+Added: The Company believes it is more likely than not that its deferred tax assets remaining after the Reorganization and emergence will be realized based on taxable income from reversing deferred tax liabilities primarily attributable to property, plant and equipment and intangible assets.
+Added: (11) Reflects the adjustment as of May 1, 2019 to state the noncontrolling interest balance at estimated fair value.
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (12) The table below reflects the cumulative impact of the fresh start adjustments as discussed above:
+Added: (In thousands)
+Added: Fresh start adjustment to Accounts receivable, net $ ( 10,810 )
+Added: Fresh start adjustment to Other current assets ( 1,668 )
+Added: Fresh start adjustment to Prepaid expenses ( 24,642 )
+Added: Fresh start adjustment to Property, plant and equipment, net 333,991
+Added: Fresh start adjustment to Intangible assets 2,195,984
+Added: Fresh start adjustment to Goodwill ( 92,127 )
+Added: Fresh start adjustment to Operating lease right-of-use assets 554,278
+Added: Fresh start adjustment to Other assets ( 54,683 )
+Added: Fresh start adjustment to Accrued expenses ( 2,328 )
+Added: Fresh start adjustment to Deferred revenue ( 3,214 )
+Added: Fresh start adjustment to Debt 1,546
+Added: Fresh start adjustment to Operating lease obligations ( 458,989 )
+Added: Fresh start adjustment to Other long-term liabilities 2,164
+Added: Fresh start adjustment to Noncontrolling interest ( 8,558 )
+Added: Total Fresh Start Adjustments impacting Reorganization items, net $ 2,430,944
+Added: Reset of Accumulated other comprehensive income ( 14,175 )
+Added: Income tax expense ( 185,419 )
+Added: Net impact to Accumulated deficit $ 2,231,350
+Added: Reorganization Items, Net
+Added: The tables below present the Reorganization items incurred and cash paid for Reorganization items as a result of the Chapter 11 Cases during the periods presented:
+Added: (In thousands) Successor Company Predecessor Company
+Added: Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1,
2021 2020 2019 2019
−Removed: Revenue $ 795,797 $ 277,674 $ 635,646 $ 948,338 $ 1,026,072
−Removed: Operating expenses:
−Removed: Direct operating expenses 282,874 98,310 198,772 316,740 363,444
−Removed: Selling, general and administrative expenses 324,934 102,296 220,231 327,115 350,324
−Removed: Corporate expenses 39,141 14,506 26,818 58,513 50,840
−Removed: Depreciation and amortization 38,290 14,544 59,383 95,268 94,972
−Removed: Impairment charges 91,382 — — — —
−Removed: Other operating (income) expense, net 27 127 ( 3,246 ) 9,880 1,366
−Removed: Operating income 19,149 47,891 133,688 140,822 165,126
−Removed: Interest expense (income), net ( 99 ) ( 400 ) 69,711 100,967 96,095
−Removed: Gain (loss) on investments, net ( 10,237 ) — — 1,735 ( 22,663 )
−Removed: Equity in loss of nonconsolidated affiliates ( 7 ) ( 59 ) ( 24 ) ( 1 ) ( 254 )
−Removed: Other income (expense), net ( 127 ) 150 ( 9,157 ) ( 12,457 ) 3,348
+Added: Professional fees and other bankruptcy related costs — — — ( 157,487 )
+Added: Net gain on settlement of Liabilities subject to compromise — — — 7,192,374
+Added: Impact of fresh start adjustments — — — 2,430,944
+Added: Other items, net — — — ( 4,005 )
Reorganization items, net $ — $ — $ — $ 9,461,826
−Removed: Income (loss) from continuing operations before income taxes ( 27,241 ) 9,546,326 54,796 29,132 49,462
−Removed: Income tax benefit (expense) 61,194 ( 100,289 ) ( 16,003 ) ( 16,758 ) 12,670
−Removed: Income from continuing operations 33,953 9,446,037 38,793 12,374 62,132
−Removed: Income (loss) from discontinued operations ( 169,554 ) 1,854,677 — — —
−Removed: Net income (loss) ( 135,601 ) 11,300,714 38,793 12,374 62,132
−Removed: Less amount attributable to noncontrolling interest ( 21,218 ) 2,190 — — 751
−Removed: Net income (loss) attributable to the Company $ ( 114,383 ) $ 11,298,524 $ 38,793 $ 12,374 $ 61,381
−Removed: Net income (loss) to the Company per common share:
−Removed: From continuing operations - Basic $ 0.40 $ 110.28 $ 0.27 $ 0.08 $ 0.42
−Removed: From discontinued operations - Basic $ ( 1.73 ) $ 21.63 $ — $ — $ —
−Removed: From continuing operations - Diluted $ 0.40 $ 110.28 $ 0.27 $ 0.08 $ 0.42
−Removed: From discontinued operations - Diluted $ ( 1.73 ) $ 21.63 $ — $ — $ —
−Removed: The Predecessor Company's Class A common shares were quoted for trading on the OTC / Pink Sheets Bulletin Board under the symbol IHRT.
−Removed: The Successor Company's Class A common shares are quoted for trading on the Nasdaq Global Select Market under the symbol IHRT.
−Removed: NOTE 17 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
+Added: Cash payments for Reorganization items, net $ — $ 443 $ 18,360 $ 183,291
+Added: The Successor Company incurred additional professional fees related to the bankruptcy, post-emergence, of $ 1.4 million, $ 6.3 million and $ 26.5 million for the year ended December 31, 2021, the year ended December 31, 2020 and the period from May 2, 2019 through December 31, 2019, respectively, which are included within Other income (expense), net in the Company's Consolidated Statements of Comprehensive Income (Loss).
+Added: IHEARTMEDIA, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 16 - DISCONTINUED OPERATIONS
+Added: Discontinued operations relate to our domestic and international outdoor advertising businesses and were previously reported as the Americas outdoor and International outdoor segments prior to the Separation.
+Added: Revenue, expenses and cash flows for these businesses are separately reported as revenue, expenses and cash flows from discontinued operations in the Company's financial statements for all periods presented.
+Added: Financial Information for Discontinued Operations
+Added: Income Statement Information
+Added: The following shows the revenue, income (loss) from discontinued operations and gain on disposal of the Predecessor Company's discontinued operations for the period from January 1, 2019 through May 1, 2019:
+Added: (In thousands) Predecessor Company
+Added: Period from January 1, 2019 through May 1,
+Added: Revenue $ 804,566
+Added: Loss from discontinued operations before income taxes $ ( 133,475 )
+Added: Income tax expense ( 6,933 )
+Added: Loss from discontinued operations, net of taxes $ ( 140,408 )
+Added: Gain on disposals before income taxes $ 1,825,531
+Added: Income tax expense —
+Added: Gain on disposals, net of taxes $ 1,825,531
+Added: Income from discontinued operations, net of taxes $ 1,685,123
+Added: In connection with the Separation, the Company and its subsidiaries entered into the agreements described below.
Transition Services Agreement
−Removed: On the Effective Date, the Company, iHM Management Services, iHeartCommunications and CCOH entered into the Transition Services Agreement.
+Added: On the Effective Date, the Company, iHM Management Services, iHeartCommunications and CCOH entered into a transition services agreement (the “Transition Services Agreement”), pursuant to which iHM Management Services agreed to provide, or cause the Company and its subsidiaries to provide, CCOH with certain administrative and support services and other assistance which CCOH utilized in the conduct of its business as such business was conducted prior to the Separation, for one year from the Effective Date (subject to certain rights of CCOH to extend up to one additional year).
+Added: The allocation of cost was based on various measures depending on the service provided, which measures include relative revenue, employee headcount, number of users of a service or other factors.
CCOH terminated the Transition Services Agreement on August 31, 2020.
−Removed: For information regarding the Transition Services Agreement, refer to Note 4, Discontinued Operations .
IHEARTMEDIA, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: New Tax Matters Agreement
−Removed: On the Effective Date, the Company entered into the New Tax Matters Agreement by and among the Company, iHeartCommunications, iHeart Operations, CCH, CCOH and Clear Channel Outdoor, Inc., to allocate the responsibility of the Company and its subsidiaries, on the one hand, and the Outdoor Group, on the other, for the payment of taxes arising prior and subsequent to, and in connection with, the Separation.
−Removed: For information regarding the New Tax Matters Agreement, refer to Note 4, Discontinued Operations .
+Added: Tax Matters Agreement
+Added: On the Effective Date, the Company entered into the Tax Matters Agreement to allocate the responsibility of the Company and its subsidiaries, on the one hand, and the Outdoor Group, on the other, for the payment of taxes arising prior and subsequent to, and in connection with, the Separation.
+Added: The Tax Matters Agreement requires that the Company and iHeartCommunications indemnify CCOH and its subsidiaries, and their respective directors, officers and employees, and hold them harmless, on an after-tax basis, from and against (i) any taxes other than transfer taxes or indirect gains taxes imposed on the Company or any of its subsidiaries (other than CCOH and its subsidiaries) in connection with the Separation, (ii) any transfer taxes and indirect gains taxes arising in connection with the Separation, and (iii) fifty percent of the amount by which the amount of taxes (other than transfer taxes or indirect gains taxes) imposed on CCOH or any of its subsidiaries in connection with the Separation that are paid to the applicable taxing authority on or before the third anniversary of the separation of CCOH exceeds $ 5 million, provided that, the obligations of the Company and iHeartCommunications to indemnify CCOH and its subsidiaries with respect taxes (other than transfer taxes or indirect gains taxes) imposed on CCOH or any of its subsidiaries in connection with the Separation will not exceed $ 15 million.
+Added: In addition, if the Company or its subsidiaries use certain tax attributes of CCOH and its subsidiaries (including net operating losses, foreign tax credits and other credits) and such use results in a decrease in the tax liability of the Company or its subsidiaries, then the Company is required to reimburse CCOH for the use of such attributes based on the amount of tax benefit realized.
+Added: The Tax Matters Agreement provides that any reduction of the tax attributes of CCOH and its subsidiaries as a result of cancellation of indebtedness income realized in connection with the Chapter 11 Cases is not treated as a use of such attributes (and therefore does not require the Company or iHeartCommunications to reimburse CCOH for such reduction).
+Added: The Tax Matters Agreement also requires that (i) CCOH indemnify the Company for any income taxes paid by the Company on behalf of CCOH and its subsidiaries or, with respect to any income tax return for which CCOH or any of its subsidiaries joins with the Company or any of subsidiaries in filing a consolidated, combined or unitary return, the amount of taxes that would have been incurred by CCOH and its subsidiaries if they had filed a separate return, and (ii) except as described in the preceding paragraph, CCOH indemnify the Company and its subsidiaries, and their respective directors, officers and employees, and hold them harmless, on an after-tax basis, from and against any taxes other than transfer taxes or indirect gains taxes imposed on CCOH or any of its subsidiaries in connection with the Separation.
+Added: Any tax liability of CCH attributable to any taxable period ending on or before the date of the completion of the Separation, other than any such tax liability resulting from CCH’s being a successor of CCOH in connection with the merger of CCOH with and into CCOH or arising from the operation of the business of CCOH and its subsidiaries after the merger of CCOH with and into CCH, will not be treated as a liability of CCOH and its subsidiaries for purposes of the Tax Matters Agreement.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.