FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 AND 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
| For the quarter ended March 31, 2003 | Commission file number 1-9645 |
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Texas (State of Incorporation) |
74-1787539 (I.R.S. Employer Identification No.) |
200 East Basse Road
San Antonio, Texas 78209
(210) 822-2828
(Address and telephone number
of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No
Indicate the number of shares outstanding of each class of the issuers classes of common stock, as of the latest practicable date.
| Class | Outstanding at April 30, 2003 | |
|
|
||
| Common Stock, $.10 par value | 614,134,900 |
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
INDEX
| Page No. | ||||||
Part I Financial Information |
||||||
Item 1. Unaudited Financial Statements |
||||||
Consolidated Balance Sheets at March 31, 2003 and December 31, 2002 |
3 | |||||
Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002 |
5 | |||||
Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 |
6 | |||||
Notes to Consolidated Financial Statements |
7 | |||||
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
13 | |||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
28 | |||||
Item 4. Controls and Procedures |
28 | |||||
Part II Other Information |
||||||
Item 1. Legal Proceedings |
29 | |||||
Item 6. Exhibits and reports on Form 8-K |
29 | |||||
(a) Exhibits |
||||||
(b) Reports on Form 8-K |
||||||
Signatures |
29 | |||||
Certification |
30 | |||||
Index to Exhibits |
32 | |||||
PART I
Item 1. UNAUDITED FINANCIAL STATEMENTS
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(In thousands)
| March 31, | December 31, | ||||||||
| 2003 | 2002 | ||||||||
| (Unaudited) | (Audited) | ||||||||
Current Assets |
|||||||||
Cash and cash equivalents |
$ | 349,242 | $ | 170,086 | |||||
Accounts receivable, less allowance of $66,392 at March
31, 2003 and $67,338 at December 31, 2002 |
1,422,868 | 1,584,995 | |||||||
Prepaid expenses |
258,875 | 203,578 | |||||||
Other current assets |
182,979 | 164,836 | |||||||
Total Current Assets |
2,213,964 | 2,123,495 | |||||||
Property, Plant and Equipment |
|||||||||
Land, buildings and improvements |
1,528,294 | 1,519,845 | |||||||
Structures and site leases |
2,622,411 | 2,581,414 | |||||||
Towers, transmitter and studio equipment |
755,089 | 743,463 | |||||||
Furniture and other equipment |
636,715 | 629,264 | |||||||
Construction in progress |
217,307 | 227,853 | |||||||
| 5,759,816 | 5,701,839 | ||||||||
Less accumulated depreciation |
1,569,338 | 1,459,027 | |||||||
| 4,190,478 | 4,242,812 | ||||||||
Intangible Assets |
|||||||||
Definite-lived intangibles, net |
736,184 | 761,728 | |||||||
Indefinite-lived intangibles - licenses |
11,742,747 | 11,738,947 | |||||||
Indefinite-lived intangibles - other |
401,649 | 389,801 | |||||||
Goodwill |
7,258,186 | 7,241,231 | |||||||
Other Assets |
|||||||||
Notes receivable |
18,730 | 21,658 | |||||||
Investments in, and advances to, nonconsolidated affiliates |
548,419 | 542,214 | |||||||
Other assets |
524,383 | 520,423 | |||||||
Other investments |
126,253 | 89,844 | |||||||
Total Assets |
$ | 27,760,993 | $ | 27,672,153 | |||||
See Notes to Consolidated Financial Statements
-3-
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
(In thousands)
| March 31, | December 31, | ||||||||
| 2003 | 2002 | ||||||||
| (Unaudited) | (Audited) | ||||||||
Current Liabilities |
|||||||||
Accounts payable |
$ | 304,813 | $ | 345,093 | |||||
Accrued interest |
117,746 | 71,335 | |||||||
Accrued expenses |
808,047 | 894,166 | |||||||
Current portion of long-term debt |
1,374,958 | 1,396,532 | |||||||
Deferred income |
405,267 | 277,042 | |||||||
Other current liabilities |
21,872 | 26,471 | |||||||
Total Current Liabilities |
3,032,703 | 3,010,639 | |||||||
Long-term debt |
7,259,130 | 7,382,090 | |||||||
Deferred income taxes |
2,543,123 | 2,470,458 | |||||||
Other long-term liabilities |
552,127 | 552,801 | |||||||
Minority interest |
46,014 | 46,073 | |||||||
Shareholders Equity |
|||||||||
Common stock |
61,427 | 61,340 | |||||||
Additional paid-in capital |
30,888,949 | 30,868,725 | |||||||
Accumulated deficit |
(16,581,743 | ) | (16,652,789 | ) | |||||
Accumulated other comprehensive loss |
(17,277 | ) | (47,798 | ) | |||||
Other |
(2,300 | ) | (3,131 | ) | |||||
Cost of shares held in treasury |
(21,160 | ) | (16,255 | ) | |||||
Total shareholders equity |
14,327,896 | 14,210,092 | |||||||
Total Liabilities and Shareholders Equity |
$ | 27,760,993 | $ | 27,672,153 | |||||
See Notes to Consolidated Financial Statements
-4-
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share data)
| Three Months Ended March 31, | ||||||||||||
| 2003 | 2002 | |||||||||||
Revenue |
$ | 1,779,443 | $ | 1,697,987 | ||||||||
Operating expenses: |
||||||||||||
Divisional operating expenses (excludes non-cash compensation
expenses of $516 and $1,460 in 2003 and 2002, respectively) |
1,361,075 | 1,288,977 | ||||||||||
Non-cash compensation expense |
799 | 1,838 | ||||||||||
Depreciation and amortization |
159,562 | 142,418 | ||||||||||
Corporate expenses (excludes non-cash compensation expenses of $283
and $378 in 2003 and 2002, respectively) |
42,779 | 38,969 | ||||||||||
Operating income |
215,228 | 225,785 | ||||||||||
Interest expense |
100,952 | 110,367 | ||||||||||
Gain (loss) on sale of assets related to mergers |
| 3,991 | ||||||||||
Gain (loss) on marketable securities |
2,792 | 2,984 | ||||||||||
Equity in earnings of nonconsolidated affiliates |
2,335 | 3,213 | ||||||||||
Other income (expense) - net |
2 | 26,207 | ||||||||||
Income before income taxes and cumulative effect of a change in
accounting principle |
119,405 | 151,813 | ||||||||||
Income tax (expense) benefit: |
||||||||||||
Current |
17,995 | 6,593 | ||||||||||
Deferred |
(66,354 | ) | (68,077 | ) | ||||||||
Income before cumulative effect of a change in accounting principle |
71,046 | 90,329 | ||||||||||
Cumulative effect of a change in accounting principle, net of tax of
$4,324,446 |
| (16,778,526 | ) | |||||||||
Net income (loss) |
71,046 | (16,688,197 | ) | |||||||||
Other comprehensive income (loss), net of tax: |
||||||||||||
Foreign currency translation adjustments |
7,207 | (12,262 | ) | |||||||||
Unrealized gain (loss) on securities: |
||||||||||||
Unrealized holding gain (loss) |
25,037 | (37,121 | ) | |||||||||
Reclassification adjustment for (gains) losses included in net
income (loss) |
(1,723 | ) | (2,475 | ) | ||||||||
Comprehensive income (loss) |
$ | 101,567 | $ | (16,740,055 | ) | |||||||
Net income (loss) per common share: |
||||||||||||
Basic: |
||||||||||||
Income before cumulative effect of a change in accounting principle |
$ | .12 | $ | .15 | ||||||||
Cumulative effect of a change in accounting principle |
| (28.00 | ) | |||||||||
Net income (loss) |
$ | .12 | $ | (27.85 | ) | |||||||
Diluted: |
||||||||||||
Income before cumulative effect of a change in accounting principle |
$ | .12 | $ | .15 | ||||||||
Cumulative effect of a change in accounting principle |
| (27.76 | ) | |||||||||
Net income (loss) |
$ | .12 | $ | (27.61 | ) | |||||||
See Notes to Consolidated Financial Statements
-5-
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
| Three Months Ended March 31, | |||||||||
| 2003 | 2002 | ||||||||
Cash Flows from operating activities: |
|||||||||
Net loss |
$ | 71,046 | $ | (16,688,197 | ) | ||||
Reconciling Items: |
|||||||||
Cumulative effect of a change in accounting principle, net of tax |
| 16,778,526 | |||||||
Depreciation and amortization |
159,562 | 142,418 | |||||||
Deferred taxes |
66,354 | 68,077 | |||||||
(Gain) loss on disposal of assets |
3,381 | (14,698 | ) | ||||||
(Gain) loss on sale of assets related to mergers |
| (3,991 | ) | ||||||
(Gain) loss on sale of other investments |
(2,779 | ) | | ||||||
(Gain) loss on forward exchange contract |
3,988 | (10,966 | ) | ||||||
(Gain) loss on trading securities |
(4,001 | ) | 7,982 | ||||||
Increase (decrease) other, net |
(1,421 | ) | (7,837 | ) | |||||
Changes in other operating assets and liabilities, net of
effects of acquisitions |
139,712 | 178,539 | |||||||
Net cash provided by (used in) operating activities |
435,842 | 449,853 | |||||||
Cash flows from investing activities: |
|||||||||
(Investment in) liquidation of restricted cash, net |
| (14,347 | ) | ||||||
Decrease (increase) in notes receivable - net |
2,928 | 1,899 | |||||||
Decrease (increase) in investments in and advances to
nonconsolidated affiliates - net |
3,195 | (3,418 | ) | ||||||
Purchases of investments |
(2,079 | ) | (250 | ) | |||||
Proceeds from sale of investments |
10,332 | 11,827 | |||||||
Purchases of property, plant and equipment |
(64,432 | ) | (108,650 | ) | |||||
Proceeds from disposal of assets |
3,196 | 9,945 | |||||||
Proceeds from divestitures placed in restricted cash |
| 18,000 | |||||||
Acquisition of operating assets |
(30,792 | ) | (17,138 | ) | |||||
Acquisition of operating assets with restricted cash |
| (3,653 | ) | ||||||
Decrease (increase) in other-net |
(19,738 | ) | (31,979 | ) | |||||
Net cash (used in) provided by investing activities |
(97,390 | ) | (137,764 | ) | |||||
Cash flows from financing activities: |
|||||||||
Draws on credit facilities |
242,209 | 325,760 | |||||||
Payments on credit facilities |
(829,799 | ) | (500,722 | ) | |||||
Proceeds from long-term debt |
999,164 | | |||||||
Payments on long-term debt |
(581,399 | ) | (153,458 | ) | |||||
Proceeds from exercise of stock options, stock purchase plan and
common stock warrants |
10,529 | 43,528 | |||||||
Net cash used in financing activities |
(159,296 | ) | (284,892 | ) | |||||
Net increase in cash and cash equivalents |
179,156 | 27,197 | |||||||
Cash and cash equivalents at beginning of period |
170,086 | 154,744 | |||||||
Cash and cash equivalents at end of period |
$ | 349,242 | $ | 181,941 | |||||
See Notes to Consolidated Financial Statements
-6-
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Preparation of Interim Financial Statements
The consolidated financial statements have been prepared by Clear Channel Communications, Inc. (the Company) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and, in the opinion of management, include all adjustments (consisting of normal recurring accruals and adjustments necessary for adoption of new accounting standards) necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. Due to seasonality and other factors, the results for the interim periods are not necessarily indicative of results for the full year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys 2002 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of the Company and its subsidiaries, the majority of which are wholly-owned. Investments in companies in which the Company owns 20 percent to 50 percent of the voting common stock or otherwise exercises significant influence over operating and financial policies of the company are accounted for under the equity method. All significant intercompany transactions are eliminated in the consolidation process. Certain reclassifications have been made to the 2002 consolidated financial statements to conform to the 2003 presentation.
Stock-Based Compensation
The Company accounts for its stock-based award plans in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, under which compensation expense is recorded to the extent that the market price on the grant date of the underlying stock exceeds the exercise price. The required pro forma net income and pro forma earnings per share as if the stock-based awards had been accounted for using the provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation are as follows:
| (In thousands, except per share data) | The three months ended March 31, | |||||||||
| 2003 | 2002 | |||||||||
Net income before cumulative effect of a change in accounting principle |
||||||||||
Reported |
$ | 71,046 | $ | 90,329 | ||||||
Pro forma stock compensation expense, net of tax |
12,237 | 13,257 | ||||||||
Pro Forma |
$ | 58,809 | $ | 77,072 | ||||||
Net income before cumulative effect of a change in accounting principle per common share |
||||||||||
Basic: |
||||||||||
Reported |
$ | .12 | $ | .15 | ||||||
Pro Forma |
$ | .10 | $ | .13 | ||||||
Net income before cumulative effect of a change in accounting principle per common share |
||||||||||
Diluted: |
||||||||||
Reported |
$ | .12 | $ | .15 | ||||||
Pro Forma |
$ | |||||||||