IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Results of Operations and Financial Condition

IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Results of Operations and Financial Condition
Item 2.02

The Company’s preliminary financial results for the second quarter of 2019 set forth in Item 7.01 below are hereby incorporated by reference into this Item 2.02.

Preliminary Results for the Second Quarter of 2019

The Company’s preliminary results of operations for the second quarter of 2019 are as indicated below:

Revenue, Operating income and Adjusted EBITDA:

We define “Adjusted EBITDA” as consolidated operating income adjusted to exclude restructuring and reorganization expenses included within direct operating expenses, selling, general and administrative expenses, (“SG&A”) and corporate expenses and share-based compensation expenses included within corporate expenses, as well as the following line items presented in our Statements of Operations: depreciation and amortization; and other operating income (expense), net. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance. This measure is among the primary measures used by the Company’s management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of the Company’s management. We believe this measure is an important indicator of our operational strength and performance of our business because it provides a link between operational performance and operating income.

We are not able to reconcile our expected Adjusted EBITDA for the Predecessor Period from April 1, 2019 to May 1, 2019 and the Successor Period from May 2, 2019 to June 30, 2019 to net income (loss), the most directly comparable GAAP financial measure, without unreasonable effort because we have not yet completed the financial close process for the second quarter of 2019. Given the complexity of accounting for our emergence from Chapter 11 Bankruptcy, certain items impacting net income (loss) for the second quarter of 2019, particularly income taxes, require additional analyses which are not complete as of the date of this Form 8-K. Accordingly, we have presented a reconciliation of expected Adjusted EBITDA to operating income, the next most directly comparable GAAP financial measure. We anticipate presenting a reconciliation from Adjusted EBITDA to net income in our June 30, 2019 Form 10-Q which is expected to be filed in August 2019.

2019 Full Year Guidance

For the year ended December 31, 2019, on a consolidated and combined basis, the Company expects total revenue growth in the low single digits and Adjusted EBITDA margins in the range of 26% to 29%.

Adjusted EBITDA margin is a non-GAAP financial measure. We are unable to reconcile our Adjusted EBITDA margin guidance to the corresponding GAAP measure because the amount and timing of future changes that might impact these measures (such as amortization of future acquired intangible assets, impairment charges and provision or benefit for income taxes) are variable, uncertain or out of our control and therefore cannot be reasonably predicted without unreasonable effort, if at all. As a result, we are unable to provide a reconciliation of this measure. In addition, we believe such reconciliations could imply a degree of precision that might be confusing or misleading to investors. For the same reasons, we are unable to address the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on future GAAP financial results.

Investor Presentation Materials

As noted in the Introductory Note above, the Company intends to participate in certain investor presentations prior to Listing. Copies of selected presentation slides to be used in those meetings are attached as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01 in their entirety.

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In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K, including the presentation slides attached as Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

FORWARD-LOOKING STATEMENTS

This Form 8-K contains statements about future events and expectations that constitute forward-looking statements, including statements about the Company’s expectations for future financial performance. Forward-looking statements are based on the Company’s beliefs, assumptions and expectations of industry trends, future financial and operating performance and growth plans, taking into account information currently available to the Company. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward looking statements and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, the factors described in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Words such as “anticipates”, “believes”, “continues”, “estimates”, “expects”, “goal”, “objectives”, “intends”, “may”, “opportunity”, “plans”, “potential”, “near-term, “long-term”, “projections, “assumptions”, “projects”, “guidance”, “forecasts”, “outlook”, “target”, “trends”, “should”, “could”, “would”, “will” and similar expressions are intended to identify such forward-looking statement. We qualify any forward-looking statements entirely by these cautionary factors. We assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

PRO FORMA FINANCIAL INFORMATION

The pro forma financial information included in Exhibit 99.1 for the year ended December 31, 2018 gives effect to the separation from the Company of the Company’s former subsidiary Clear Channel Outdoor Holdings, Inc. (the “Separation”), which occurred on May 1, 2019 in connection with the Company’s emergence from bankruptcy on that date, as if the Separation occurred on January 1, 2018. The unaudited pro forma condensed financial data for the Company giving pro forma effect to the Separation are included in the Company’s Current Report on Form 8-K filed on May 7, 2019 and are available on the SEC’s website at www.sec.gov. The pro forma financial information included in Exhibit 99.1 does not give effect to the Reorganization or the application of fresh start accounting to the Company’s financial results as a result of the Reorganization.

Exhibits.

99.1    Select Presentation Slides

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iHeartMedia, Inc. Exhibit
EX-99.1 2 d773236dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   iHeartMedia Today     #1 Audio Media Company in the U.S.3                                  $3.6 Billion                        PF Revenue1        ~$1.0 Billion PF Adj. EBITDA1        27%                         PF Adj. EBITDA                         Margin1                             275M US Monthly Broadcast Reach    146M Social Followers    130M Registered iHeartRadio Users      130M Monthly Podcast Downloads and Streams            854 Owned Broadcast Radio Stations      800+ Station & Personality Websites      250+ Listening Platforms    20,…
To view the full exhibit click here

About IHEARTMEDIA, INC. (OTCMKTS:IHRT)

iHeartMedia, Inc. is a global media and entertainment company that specializes in broadcast and digital radio, out-of-home, mobile, and on-demand entertainment and information services for national audiences and local communities. The Company operates in three segments: iHeartMedia (iHM), Americas outdoor advertising (Americas outdoor) and International outdoor advertising (International outdoor). Its iHM segment provides media and entertainment services through broadcast and digital delivery and also includes its national syndication business. Its Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Its other category includes its full-service media representation business, Katz Media Group, as well as other general support services. It has a Smartbike bicycle rental program that provides bicycles for rent to the general public in several municipalities.

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