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DISPOSITIONS AND DISCONTINUED OPERATIONS
12 Months Ended
Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]  
DISPOSITIONS AND DISCONTINUED OPERATIONS DISPOSITIONS AND DISCONTINUED OPERATIONS
Strategic Review and Dispositions
In 2023, the Company sold, or entered into an agreement to sell, its businesses in Switzerland, Spain, Italy and France, which comprised the Company’s entire Europe-South segment, as follows:
•On March 31, 2023, the Company sold its former business in Switzerland to Goldbach Group AG for cash proceeds of $84.9 million, net of direct costs to transact the sale and cash sold, and recognized a gain on sale of $96.4 million.
•On May 30, 2023, the Company entered into an agreement with a subsidiary of JCDecaux SE, among other related parties, to sell the Company’s business in Spain. The sale is expected to close in 2024, upon satisfaction of regulatory approval and other customary closing conditions. The Company expects to receive cash consideration of approximately $64.3 million and to recognize a gain on sale when this transaction closes.
•On May 31, 2023, the Company sold its former business in Italy to a subsidiary of JCDecaux SE for cash proceeds of $4.3 million, net of direct costs to transact the sale and cash sold, and recognized a gain on sale of $11.2 million.
•On October 31, 2023, the Company sold its former business in France to Equinox Industries (“Equinox”). The Company delivered its business in France, including all related assets, to Equinox with $44.5 million of cash, subject to adjustment for related customary items, tax and other costs, to support ongoing operations of the business, and Equinox assumed the $29.7 million state-guaranteed loan held by Clear Channel France. In December 2023, Equinox repaid the Company $4.9 million to satisfy certain post-closing obligations. Additionally, the Company incurred certain direct costs to transact the sale. In total, cash delivered to the buyer (net of the repayment) and payment of these additional direct costs to transact the sale was $43.0 million, with an additional $0.8 million of accrued direct costs to be paid in 2024. Related to this sale, the Company recognized a loss of $212.0 million, including $200.6 million in the third quarter of 2023 and $11.4 million in the fourth quarter of 2023.
Gains and losses related to these sales are included within “Loss from discontinued operations” on the Consolidated Statement of Loss, and net cash proceeds are reflected with “Proceeds from disposition of businesses and/or assets, net of direct costs to sell and cash sold” in the investing activities of the Consolidated Statement of Cash Flows.
Discontinued Operations
The Company concluded that, in aggregate, the sales of the businesses in the Company’s Europe-South segment met the criteria for discontinued operations presentation in 2023. As a result, each of these businesses has been reclassified to discontinued operations in these financial statements for all periods presented.
As part of the sales agreements for each business, the Company has agreed to provide certain transitional services as defined within the respective Transition Services Agreement for a period of time after sale. Income and expenses related to these transitional services are presented as part of “Loss from continuing operations” on the Consolidated Statement of Loss.
Assets and Liabilities of Discontinued Operations
As previously described, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for all periods presented. The following table presents a reconciliation of the carrying amounts of the major classes of assets and liabilities of discontinued operations to the total assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:
(In thousands)
December 31,
2023
(1)
December 31,
2022
(2)
Assets of discontinued operations:
Cash and cash equivalents$651 $5,118 
Accounts receivable, net39,920 178,084 
Prepaid expenses and other current assets
12,668 21,385 
Property, plant and equipment, net
37,492 126,878 
Intangible assets, net and goodwill— 20,000 
Operating lease right-of-use assets35,609 160,841 
Other assets4,973 25,838 
Total assets of discontinued operations on Consolidated Balance Sheets$131,313 $538,144 
Liabilities of discontinued operations:
Accounts payable and accrued expenses
$29,046 $201,161 
Operating lease liabilities37,117 169,229 
Deferred revenue1,074 16,902 
Long-term debt, including current portion
— 32,116 
Other liabilities
1,541 56,246 
Total liabilities of discontinued operations on Consolidated Balance Sheets$68,778 $475,654 
(1)As of December 31, 2023, all assets and liabilities of the Company’s business in Spain are classified as current on the Consolidated Balance Sheet as they are held for sale and the sale is expected to occur within a year of the balance sheet date.
(2)As of December 31, 2022, all assets and liabilities of the Company’s former business in Switzerland were classified as current on the Consolidated Balance Sheet as they were held for sale and the sale was expected to occur within a year of the balance sheet date. The remaining assets and liabilities of the Company’s discontinued operations are classified as current or non-current in accordance with their original classification at December 31, 2022.
Letters of Credit and Guarantees
A portion of the Company’s letters of credit and guarantees outstanding at December 31, 2023 related to discontinued operations.
•Related to the former business in France, the Company has a $20.2 million letter of credit. In connection with the sale of this business, and pursuant to the related share purchase agreement, the Company’s former French business and/or Equinox will either replace or procure a counter-guarantee of the Company’s payment obligation under the letter of credit. Additionally, the Company retains an indemnity of $15.7 million related to a surety bond held by the former business in France. The Company has been indemnified by the former French business for this amount and will be released from any remaining obligation by March 2025.
•Related to the business in Spain, the Company had a $6.5 million of letter of credit and $8.8 million of bank guarantees outstanding at December 31, 2023, a portion of which was supported by $0.7 million of cash collateral. These will remain obligations of the Company until the sale of this business closes in 2024 or, if sooner, their expiration date.
Loss from Discontinued Operations
The following table provides details about the major classes of line items constituting “Loss from discontinued operations” as presented on the Company’s Consolidated Statements of Loss:
(In thousands)Year Ended December 31,
 202320222021
Revenue$361,872 $467,106 $472,360 
Expenses:
Direct operating expenses(1),(2)
284,658 346,000 382,740 
Selling, general and administrative expenses(1),(2)
77,659 105,683 125,607 
Depreciation and amortization16,516 35,974 40,057 
Impairment charges(3)
— 16,870 — 
Other expense (income), net13,835 1,104 (2,998)
Loss from discontinued operations before net loss on disposal and income taxes
(30,796)(38,525)(73,046)
Loss on disposal, net
(104,533)— — 
Income tax expense attributable to discontinued operations(4)
(16,380)(8,560)(1,930)
Loss from discontinued operations, net of income taxes$(151,709)$(47,085)$(74,976)
(1)Excludes depreciation and amortization
(2)Certain costs that were historically allocated to the Company’s Europe-South segment and reported within direct operating expenses and selling, general and administrative expenses on the Consolidated Statement of Loss have been deemed to be costs of continuing operations and are now reported within corporate expenses on the Consolidated Statement of Loss. As such, amounts totaling $4.7 million and $4.6 million for 2022 and 2021, respectively, have been reclassified to conform to the current period presentation.
(3)Impairment charges in 2022 reflect impairment of the entire goodwill balance allocated to the Europe-South reporting unit in the fourth quarter of 2022, excluding goodwill allocated to Switzerland, which was held for sale at December 31, 2022.
(4)The income tax expense attributable to discontinued operations in 2023 was largely driven by the sale of the Company’s former business in Switzerland.
Capital Expenditures of Discontinued Operations
The following table presents the capital expenditures of discontinued operations in 2023, 2022 and 2021:
(In thousands)Year Ended December 31,
 202320222021
Capital expenditures(1)
$21,808 $29,011 $25,362 
(1)In addition to payments that occurred during the period for capital expenditures, the Company had $1.5 million, $5.8 million and $8.3 million of accrued capital expenditures related to discontinued operations that remained unpaid as of December 31, 2023, 2022 and 2021, respectively.