Clear Channel Communications filed a Form 8-K with the SEC on August 9, 2005 reporting the following key events:
1) Clear Channel Outdoor Holdings entered into a new employment agreement with Paul Meyer to serve as President and COO with a base salary of $600,000 to $650,000 over three years.
2) Clear Channel Communications issued a press release announcing its financial results for the second quarter of 2005.
3) The filing included the employment agreement with Paul Meyer and the press release as exhibits.
The document is an employment agreement between SFX Entertainment (d/b/a Clear Channel Entertainment) and Michael Rapino for his role as President and CEO. It outlines the terms of his employment including a term until August 2007 with annual extensions, base salary of $550,000, eligibility for annual performance bonuses, and stock option grants contingent upon a planned spin-off. It also details benefits, paid time off, reimbursement of expenses, and contains standard nondisclosure and nonsolicitation clauses.
Clear Channel Communications filed an 8-K form with the SEC to provide notice of amendments to stock option agreements and restricted stock award agreements under its 2001 Stock Incentive Plan. The filing includes exhibits with the full text of the amended agreement forms. The purpose of the amendments is to permit electronic acceptance of the agreements.
This document provides a summary of amendments made to benefit plans for Kimberly-Clark Corporation employees. Effective December 31, 2009, future benefit accruals under Kimberly-Clark's pension plan and supplemental pension plans will be discontinued. Additionally, employer contributions to retirement contribution plans will end for future plan years and credits to supplemental retirement contribution programs will be discontinued going forward. Kimberly-Clark also intends to adopt a new 401(k)-style defined contribution plan in 2010 to provide matching and discretionary contributions.
The Goodyear Tire & Rubber Company announced an exchange offer for any and all of its outstanding 4.00% Convertible Senior Notes due 2034. Note holders who participate will receive the same number of shares they would receive upon conversion, plus a cash premium of $48.30 per $1,000 principal amount and accrued interest. The exchange allows Goodyear to reduce its debt by up to $350 million and save approximately $14 million annually in interest costs. The offer expires on December 5, 2007.
This document is a form from the New Hampshire Department of Revenue Administration for granting power of attorney. It consists of 6 sections:
1) Provides space to list taxpayer name and contact information.
2) Allows appointment of an attorney-in-fact including their name and contact details.
3) Specifies the tax matters or returns that the attorney-in-fact has authorization over.
4) Requires selecting an option to grant either full authorization or just access to confidential tax information.
5) Provides space to list any prior authorizations that are excepted from being revoked.
6) Requires signatures from the taxpayer and/or witnesses to finalize the power of attorney grant.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It details that stockholders will vote on electing three Class I directors, amending the company's certificate of incorporation to increase authorized shares, and ratifying the selection of an independent auditor. Biographies and backgrounds are provided for nominees to the board of directors and continuing directors.
This document is Form 56-F, which is used to notify the IRS of a fiduciary relationship between a financial institution and a federal agency acting as a receiver or conservator. The form provides information about the financial institution, the fiduciary, and the authority and scope of the fiduciary relationship. It allows the fiduciary to receive tax notices for the financial institution and revoke prior fiduciary notices. The fiduciary must sign and file the form within 10 days of appointment and annually thereafter to maintain the fiduciary relationship with the IRS.
This order summarizes a hearing held by the National Company Law Tribunal regarding violations of sections 215(3) and 217(3) of the Companies Act by M/s. Leisure Club India Pvt. Ltd. The violations involved holding only one board meeting each year from 2005-2006 to 2010-2011 where the annual accounts, auditor's report, and director's report were considered and approved without following proper procedures. While the petitioners sought to compound the offenses, the SFIO objected claiming the defaults were wilful. However, the SFIO failed to prove the violations were wilful or show how compounding would affect other cases. Therefore, the Tribunal imposed fines totaling Rs. 75,000, Rs.
The document is an employment agreement between SFX Entertainment (d/b/a Clear Channel Entertainment) and Michael Rapino for his role as President and CEO. It outlines the terms of his employment including a term until August 2007 with annual extensions, base salary of $550,000, eligibility for annual performance bonuses, and stock option grants contingent upon a planned spin-off. It also details benefits, paid time off, reimbursement of expenses, and contains standard nondisclosure and nonsolicitation clauses.
Clear Channel Communications filed an 8-K form with the SEC to provide notice of amendments to stock option agreements and restricted stock award agreements under its 2001 Stock Incentive Plan. The filing includes exhibits with the full text of the amended agreement forms. The purpose of the amendments is to permit electronic acceptance of the agreements.
This document provides a summary of amendments made to benefit plans for Kimberly-Clark Corporation employees. Effective December 31, 2009, future benefit accruals under Kimberly-Clark's pension plan and supplemental pension plans will be discontinued. Additionally, employer contributions to retirement contribution plans will end for future plan years and credits to supplemental retirement contribution programs will be discontinued going forward. Kimberly-Clark also intends to adopt a new 401(k)-style defined contribution plan in 2010 to provide matching and discretionary contributions.
The Goodyear Tire & Rubber Company announced an exchange offer for any and all of its outstanding 4.00% Convertible Senior Notes due 2034. Note holders who participate will receive the same number of shares they would receive upon conversion, plus a cash premium of $48.30 per $1,000 principal amount and accrued interest. The exchange allows Goodyear to reduce its debt by up to $350 million and save approximately $14 million annually in interest costs. The offer expires on December 5, 2007.
This document is a form from the New Hampshire Department of Revenue Administration for granting power of attorney. It consists of 6 sections:
1) Provides space to list taxpayer name and contact information.
2) Allows appointment of an attorney-in-fact including their name and contact details.
3) Specifies the tax matters or returns that the attorney-in-fact has authorization over.
4) Requires selecting an option to grant either full authorization or just access to confidential tax information.
5) Provides space to list any prior authorizations that are excepted from being revoked.
6) Requires signatures from the taxpayer and/or witnesses to finalize the power of attorney grant.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It details that stockholders will vote on electing three Class I directors, amending the company's certificate of incorporation to increase authorized shares, and ratifying the selection of an independent auditor. Biographies and backgrounds are provided for nominees to the board of directors and continuing directors.
This document is Form 56-F, which is used to notify the IRS of a fiduciary relationship between a financial institution and a federal agency acting as a receiver or conservator. The form provides information about the financial institution, the fiduciary, and the authority and scope of the fiduciary relationship. It allows the fiduciary to receive tax notices for the financial institution and revoke prior fiduciary notices. The fiduciary must sign and file the form within 10 days of appointment and annually thereafter to maintain the fiduciary relationship with the IRS.
This order summarizes a hearing held by the National Company Law Tribunal regarding violations of sections 215(3) and 217(3) of the Companies Act by M/s. Leisure Club India Pvt. Ltd. The violations involved holding only one board meeting each year from 2005-2006 to 2010-2011 where the annual accounts, auditor's report, and director's report were considered and approved without following proper procedures. While the petitioners sought to compound the offenses, the SFIO objected claiming the defaults were wilful. However, the SFIO failed to prove the violations were wilful or show how compounding would affect other cases. Therefore, the Tribunal imposed fines totaling Rs. 75,000, Rs.
This document lists milestones from KB Home, a homebuilder, over the past 50+ years. Some key milestones include KB Home becoming the first national homebuilder on the NYSE in 1969, building over 100,000 homes by 1977, establishing environmentally friendly practices and receiving awards in the 2000s, and expanding operations across the US through acquisitions and new divisions in various states from the 1990s-2000s. The milestones show KB Home's growth into a national homebuilder and increasing focus on sustainability, quality and customer satisfaction over the past 50+ years.
1) Clear Channel Communications reported record first quarter 2004 results with revenues of $2.0 billion, an 11% increase over the first quarter of 2003. Net income grew 64% to $116.5 million.
2) Radio broadcasting revenue increased 5% to $832.9 million and outdoor advertising revenue increased 16% to $521.6 million. Live entertainment revenue grew 17% to $514.0 million.
3) The company utilized cash flow to reduce debt by $779.9 million during the quarter and repurchased $100 million of stock under its new share buyback program.
Clear Channel Communications, Inc. filed a Form 8-K on August 16, 2006 to report on the public offering and closing of $250 million of 6.25% Notes due 2011 on August 15, 2006. The filing included an underwriting agreement as Exhibit 1.1, an opinion of counsel as Exhibit 5.1, and a supplemental indenture as Exhibit 10.1. The purpose of the report and accompanying exhibits was to satisfy SEC reporting requirements regarding the offering and terms of the notes issued.
This document is a Form 10-Q quarterly report filed by KB Home with the SEC for the quarter ended August 31, 2005. The report includes consolidated financial statements for the nine months and three months ended August 31, 2005 and 2004, including statements of income, balance sheets, and cash flows. It also includes notes to the financial statements describing the company's reporting segments, stock-based compensation accounting policies, and subsequent events.
VF Corporation posted record sales and earnings in 2005 and is strongly positioned for another outstanding year in 2006. The company achieved growth across most of its businesses, including its Mass Market, Specialty, Latin America, Mexico and Canada jeanswear divisions. One area of challenge was the Lee® brand in the U.S. The company is taking steps to restore growth to its North American jeans business through innovative new products and leveraging the strength of flagship brands in new categories and markets.
This document is KB Home's Form 10-Q quarterly report filed with the SEC on July 10, 2008 providing financial information for the quarter ended May 31, 2008. It includes KB Home's consolidated statements of operations, balance sheets, cash flows, and notes to the financial statements. The report shows that for the quarter ended May 31, 2008, KB Home had a net loss of $255.9 million or $3.30 per share compared to a net loss of $148.7 million or $1.93 per share for the same quarter last year. Revenues were $639.1 million compared to $1.4 billion in the prior year quarter.
1) KB Home had a very successful fiscal year in 2002, with revenues exceeding $5 billion for the first time in the company's history. Net orders and unit deliveries were up while earnings per share increased 30% over the previous year.
2) KB Home has transformed its business model over the past decade to focus on building homes only after securing buyers. This has brought greater stability and predictability compared to speculative building of the past.
3) Steady growth in new US households is expected to continue driving demand for new homes for decades. Large home builders like KB Home are well positioned due to economies of scale, purchasing power, and financial strength.
Clear Channel Communications filed a Form 8-K with the SEC announcing that Clear Channel Outdoor Holdings filed an S-1 registration statement for its planned IPO of common stock. Additionally, CCE Spinco filed a Form 10 registration statement for its planned spin-off from Clear Channel Communications to operate its live entertainment business as a separate publicly traded company. Both registration statements are pending SEC review and effectiveness. Certain statements in the filing constitute forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially.
Clear Channel Communications announced a strategic realignment plan involving its businesses to enhance shareholder value. The plan includes an IPO of 10% of Clear Channel Outdoor, a spin-off of 100% of Clear Channel Entertainment, a $3.00 per share special dividend, and a 50% increase in the recurring quarterly dividend. The transactions are expected to highlight the value of each business and allow them to pursue growth opportunities independently while returning significant capital to shareholders. Completion of the plan is subject to various approvals and conditions.
- Clear Channel Communications filed an 8-K form with the SEC announcing earnings results for Q1 2005 and amendments to its bylaws
- The bylaws were amended to separate the roles of Chairman and CEO, increase the shareholding requirement to call a special shareholder meeting, and provide officers and directors expanded indemnification rights
- Key changes to the bylaws include separating the Chairman and CEO roles, eliminating the Vice Chairman role, allowing only shareholders to remove directors for cause, and granting the CEO authority over certain corporate actions
Clear Channel Communications reported financial results for Q4 and full year 2005. Q4 revenue declined 1% to $1.76B while full year revenue was flat at $6.61B. Net income for Q4 was $461.6M compared to a net loss of $4.67B in Q4 2004. For the full year, net income was $935.7M compared to a net loss of $4.04B in 2004. In Q4 2005, Clear Channel completed an IPO for 10% of its outdoor advertising segment and spun off its live entertainment segment. Radio revenues declined 6% for the year due to implementing a strategy reducing commercial minutes. Outdoor revenues increased 9% with strong growth internationally
Cooper Industries reported financial results for the first quarter of 2009. Revenues decreased 19% to $1.26 billion due to weakness in global markets. Earnings per share from continuing operations were $0.48, but were $0.47 excluding restructuring charges and a tax item. The company generated a record $137 million in free cash flow. For 2009, earnings per share are forecast to be $2.30 to $2.60 excluding restructuring, and revenues are expected to decline 17-21% compared to 2008.
Clear Channel Communications agreed to purchase 5,690,800 shares of its own common stock from affiliates of Hicks, Muse, Tate & Furst, L.P. at $31.63 per share, the closing price on May 4, 2005. The transaction is expected to close on May 9, 2005. The purchase is not expected to impact Clear Channel's previously announced strategic realignment transactions. Clear Channel is a global leader in out-of-home advertising with operations in radio, television, outdoor displays, and entertainment venues across 63 countries.
- The document is a letter from the Chairman and CEO of First American Corporation to shareholders updating them on the company's annual report and proxy materials for 2007.
- Instead of sending a traditional annual report and proxy statement, the company is sending its 2007 Form 10-K and amendment, which includes most of the information that would be in the proxy statement.
- The annual shareholder meeting date has not yet been set, but once it is, shareholders will receive proxy materials and a summary annual report highlighting the company's financial performance and changes ahead.
First American sent its shareholders its 2007 Form 10-K and amendment instead of the annual report and proxy materials. The company's board will set a date for the annual shareholder meeting where proxy materials and a summary annual report will be provided. First American is separating its Financial Services and Information Solutions businesses into two independent publicly traded companies and will provide updates on its website and SEC filings.
The document is a Form 8-K filed by Clear Channel Communications, Inc. with the SEC reporting amendments to its bylaws approved by the board on July 25, 2006. The amendments included changing the director election standard from plurality to majority vote in uncontested elections, adding provisions around director resignations, and strengthening shareholder proposal requirements. Additional minor amendments regarding meeting notices and board vacancies were also made. The amended bylaws are attached as an exhibit.
The document is a Form 8-K filed by Micron Technology, Inc. with the SEC on April 2, 2008 reporting their financial results for the second quarter of fiscal year 2008.
The key details are:
1) Micron reported net sales of $1.4 billion for the second quarter, down 11% from the previous quarter due to lower selling prices, partially offset by increased production.
2) They recorded a non-cash goodwill impairment charge of $463 million due to their market capitalization falling below book value.
3) Excluding this charge, their net loss would have been $0.41 per diluted share or $314 million, compared to a loss of $
- Clear Channel Communications, Inc. filed an 8-K report announcing the public offering of $750 million of its 5.5% Notes Due 2014.
- The offering closed on September 20, 2004, with the net proceeds to be used for general corporate purposes.
- The 8-K filing included the underwriting agreement for the notes offering, an opinion on the validity of the notes, and the supplemental indenture establishing the terms of the notes.
Biolase Technology announced preliminary financial results for the second quarter of 2009. The company expects revenue to exceed $13.5 million, rebounding from the previous quarter. Gross margins are expected to return to historic ranges of 45-55% compared to 27% last quarter. Operating expenses will continue to reflect cost reduction programs. The company anticipates reporting net income and positive cash flow for the second quarter.
Clear Channel Communications filed an 8-K form with the SEC on May 2, 2003 regarding the sale of $500 million in senior notes. The filing included an underwriting agreement for the sale of the notes, an opinion on the transaction from the company's law firm, and a supplemental indenture between the company and trustee regarding the terms of the notes. The company's Chief Accounting Officer signed the filing.
Craftmade International Inc. filed its annual report on Form 10-K for the fiscal year ended June 30, 2009. The report discusses the company's two segments - Specialty and Mass - which have been impacted by the economic downturn and decline in housing. In January 2008, the company acquired certain assets of Woodard, LLC, expanding its outdoor furniture offerings. Lowe's remains its largest customer although there are no long-term contracts. The report provides an overview of the company's business operations and financial information.
This document is a Form 8-K filed by Clear Channel Communications, Inc. with the SEC on July 27, 2007 to report its financial results for the second quarter of 2007. Some key details:
- Revenue increased 5% to $1.78 billion compared to the second quarter of 2006.
- Income before discontinued operations increased 21% to $208.7 million.
- The company plans to divest its television group and 389 radio stations, which are expected to generate total proceeds of approximately $1.86 billion.
- The proposed merger of Clear Channel by a private equity group for $39.20 per share is pending shareholder and regulatory approval.
This document lists milestones from KB Home, a homebuilder, over the past 50+ years. Some key milestones include KB Home becoming the first national homebuilder on the NYSE in 1969, building over 100,000 homes by 1977, establishing environmentally friendly practices and receiving awards in the 2000s, and expanding operations across the US through acquisitions and new divisions in various states from the 1990s-2000s. The milestones show KB Home's growth into a national homebuilder and increasing focus on sustainability, quality and customer satisfaction over the past 50+ years.
1) Clear Channel Communications reported record first quarter 2004 results with revenues of $2.0 billion, an 11% increase over the first quarter of 2003. Net income grew 64% to $116.5 million.
2) Radio broadcasting revenue increased 5% to $832.9 million and outdoor advertising revenue increased 16% to $521.6 million. Live entertainment revenue grew 17% to $514.0 million.
3) The company utilized cash flow to reduce debt by $779.9 million during the quarter and repurchased $100 million of stock under its new share buyback program.
Clear Channel Communications, Inc. filed a Form 8-K on August 16, 2006 to report on the public offering and closing of $250 million of 6.25% Notes due 2011 on August 15, 2006. The filing included an underwriting agreement as Exhibit 1.1, an opinion of counsel as Exhibit 5.1, and a supplemental indenture as Exhibit 10.1. The purpose of the report and accompanying exhibits was to satisfy SEC reporting requirements regarding the offering and terms of the notes issued.
This document is a Form 10-Q quarterly report filed by KB Home with the SEC for the quarter ended August 31, 2005. The report includes consolidated financial statements for the nine months and three months ended August 31, 2005 and 2004, including statements of income, balance sheets, and cash flows. It also includes notes to the financial statements describing the company's reporting segments, stock-based compensation accounting policies, and subsequent events.
VF Corporation posted record sales and earnings in 2005 and is strongly positioned for another outstanding year in 2006. The company achieved growth across most of its businesses, including its Mass Market, Specialty, Latin America, Mexico and Canada jeanswear divisions. One area of challenge was the Lee® brand in the U.S. The company is taking steps to restore growth to its North American jeans business through innovative new products and leveraging the strength of flagship brands in new categories and markets.
This document is KB Home's Form 10-Q quarterly report filed with the SEC on July 10, 2008 providing financial information for the quarter ended May 31, 2008. It includes KB Home's consolidated statements of operations, balance sheets, cash flows, and notes to the financial statements. The report shows that for the quarter ended May 31, 2008, KB Home had a net loss of $255.9 million or $3.30 per share compared to a net loss of $148.7 million or $1.93 per share for the same quarter last year. Revenues were $639.1 million compared to $1.4 billion in the prior year quarter.
1) KB Home had a very successful fiscal year in 2002, with revenues exceeding $5 billion for the first time in the company's history. Net orders and unit deliveries were up while earnings per share increased 30% over the previous year.
2) KB Home has transformed its business model over the past decade to focus on building homes only after securing buyers. This has brought greater stability and predictability compared to speculative building of the past.
3) Steady growth in new US households is expected to continue driving demand for new homes for decades. Large home builders like KB Home are well positioned due to economies of scale, purchasing power, and financial strength.
Clear Channel Communications filed a Form 8-K with the SEC announcing that Clear Channel Outdoor Holdings filed an S-1 registration statement for its planned IPO of common stock. Additionally, CCE Spinco filed a Form 10 registration statement for its planned spin-off from Clear Channel Communications to operate its live entertainment business as a separate publicly traded company. Both registration statements are pending SEC review and effectiveness. Certain statements in the filing constitute forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially.
Clear Channel Communications announced a strategic realignment plan involving its businesses to enhance shareholder value. The plan includes an IPO of 10% of Clear Channel Outdoor, a spin-off of 100% of Clear Channel Entertainment, a $3.00 per share special dividend, and a 50% increase in the recurring quarterly dividend. The transactions are expected to highlight the value of each business and allow them to pursue growth opportunities independently while returning significant capital to shareholders. Completion of the plan is subject to various approvals and conditions.
- Clear Channel Communications filed an 8-K form with the SEC announcing earnings results for Q1 2005 and amendments to its bylaws
- The bylaws were amended to separate the roles of Chairman and CEO, increase the shareholding requirement to call a special shareholder meeting, and provide officers and directors expanded indemnification rights
- Key changes to the bylaws include separating the Chairman and CEO roles, eliminating the Vice Chairman role, allowing only shareholders to remove directors for cause, and granting the CEO authority over certain corporate actions
Clear Channel Communications reported financial results for Q4 and full year 2005. Q4 revenue declined 1% to $1.76B while full year revenue was flat at $6.61B. Net income for Q4 was $461.6M compared to a net loss of $4.67B in Q4 2004. For the full year, net income was $935.7M compared to a net loss of $4.04B in 2004. In Q4 2005, Clear Channel completed an IPO for 10% of its outdoor advertising segment and spun off its live entertainment segment. Radio revenues declined 6% for the year due to implementing a strategy reducing commercial minutes. Outdoor revenues increased 9% with strong growth internationally
Cooper Industries reported financial results for the first quarter of 2009. Revenues decreased 19% to $1.26 billion due to weakness in global markets. Earnings per share from continuing operations were $0.48, but were $0.47 excluding restructuring charges and a tax item. The company generated a record $137 million in free cash flow. For 2009, earnings per share are forecast to be $2.30 to $2.60 excluding restructuring, and revenues are expected to decline 17-21% compared to 2008.
Clear Channel Communications agreed to purchase 5,690,800 shares of its own common stock from affiliates of Hicks, Muse, Tate & Furst, L.P. at $31.63 per share, the closing price on May 4, 2005. The transaction is expected to close on May 9, 2005. The purchase is not expected to impact Clear Channel's previously announced strategic realignment transactions. Clear Channel is a global leader in out-of-home advertising with operations in radio, television, outdoor displays, and entertainment venues across 63 countries.
- The document is a letter from the Chairman and CEO of First American Corporation to shareholders updating them on the company's annual report and proxy materials for 2007.
- Instead of sending a traditional annual report and proxy statement, the company is sending its 2007 Form 10-K and amendment, which includes most of the information that would be in the proxy statement.
- The annual shareholder meeting date has not yet been set, but once it is, shareholders will receive proxy materials and a summary annual report highlighting the company's financial performance and changes ahead.
First American sent its shareholders its 2007 Form 10-K and amendment instead of the annual report and proxy materials. The company's board will set a date for the annual shareholder meeting where proxy materials and a summary annual report will be provided. First American is separating its Financial Services and Information Solutions businesses into two independent publicly traded companies and will provide updates on its website and SEC filings.
The document is a Form 8-K filed by Clear Channel Communications, Inc. with the SEC reporting amendments to its bylaws approved by the board on July 25, 2006. The amendments included changing the director election standard from plurality to majority vote in uncontested elections, adding provisions around director resignations, and strengthening shareholder proposal requirements. Additional minor amendments regarding meeting notices and board vacancies were also made. The amended bylaws are attached as an exhibit.
The document is a Form 8-K filed by Micron Technology, Inc. with the SEC on April 2, 2008 reporting their financial results for the second quarter of fiscal year 2008.
The key details are:
1) Micron reported net sales of $1.4 billion for the second quarter, down 11% from the previous quarter due to lower selling prices, partially offset by increased production.
2) They recorded a non-cash goodwill impairment charge of $463 million due to their market capitalization falling below book value.
3) Excluding this charge, their net loss would have been $0.41 per diluted share or $314 million, compared to a loss of $
- Clear Channel Communications, Inc. filed an 8-K report announcing the public offering of $750 million of its 5.5% Notes Due 2014.
- The offering closed on September 20, 2004, with the net proceeds to be used for general corporate purposes.
- The 8-K filing included the underwriting agreement for the notes offering, an opinion on the validity of the notes, and the supplemental indenture establishing the terms of the notes.
Biolase Technology announced preliminary financial results for the second quarter of 2009. The company expects revenue to exceed $13.5 million, rebounding from the previous quarter. Gross margins are expected to return to historic ranges of 45-55% compared to 27% last quarter. Operating expenses will continue to reflect cost reduction programs. The company anticipates reporting net income and positive cash flow for the second quarter.
Clear Channel Communications filed an 8-K form with the SEC on May 2, 2003 regarding the sale of $500 million in senior notes. The filing included an underwriting agreement for the sale of the notes, an opinion on the transaction from the company's law firm, and a supplemental indenture between the company and trustee regarding the terms of the notes. The company's Chief Accounting Officer signed the filing.
Craftmade International Inc. filed its annual report on Form 10-K for the fiscal year ended June 30, 2009. The report discusses the company's two segments - Specialty and Mass - which have been impacted by the economic downturn and decline in housing. In January 2008, the company acquired certain assets of Woodard, LLC, expanding its outdoor furniture offerings. Lowe's remains its largest customer although there are no long-term contracts. The report provides an overview of the company's business operations and financial information.
This document is a Form 8-K filed by Clear Channel Communications, Inc. with the SEC on July 27, 2007 to report its financial results for the second quarter of 2007. Some key details:
- Revenue increased 5% to $1.78 billion compared to the second quarter of 2006.
- Income before discontinued operations increased 21% to $208.7 million.
- The company plans to divest its television group and 389 radio stations, which are expected to generate total proceeds of approximately $1.86 billion.
- The proposed merger of Clear Channel by a private equity group for $39.20 per share is pending shareholder and regulatory approval.
Clear Channel Communications entered into an agreement to be acquired by private equity firms affiliated with Thomas H. Lee Partners and Bain Capital Partners. Under the terms of the agreement, shareholders will receive $37.60 per share in cash. The agreement includes provisions allowing Clear Channel to solicit other bids until certain dates and requires Clear Channel to pay termination fees to the buyers under certain circumstances. The employment agreements of key executives were also amended in connection with the transaction.
The document provides updated financial information for The Black & Decker Corporation reflecting the adoption of SFAS No. 123R and the translation of segment data using 2006 budgeted exchange rates. Net earnings for 2005 were $532.1 million compared to $445.6 million in 2004. Total sales increased 21% to $6,523.7 million in 2005 driven by acquisitions and volume growth. Operating income rose to $794.9 million in 2005 from $613.2 million in 2004, benefiting from productivity initiatives and leverage on higher sales.
- The Black & Decker Corporation restated its financial statements for prior periods to reflect the adoption of SFAS No. 123R, which requires expensing share-based payments, and to reflect the translation of segment data using 2006 budgeted exchange rates.
- The restatements were made in accordance with the modified retrospective method of adopting SFAS No. 123R and the Corporation's policy of translating segment data using budgeted exchange rates for the current year.
- The restated financial statements updated selected financial data, management's discussion and analysis, financial statements and notes, financial statement schedules, and the independent auditor's report.
1) Goodyear amended and restated the definitive agreements for its pan-European accounts receivable securitization facility, increasing the maximum funding from €275 million to €450 million.
2) The facility involves the daily sale of accounts receivable from several Goodyear European subsidiaries to a bankruptcy-remote French company, which purchases the receivables with commercial paper borrowings and a set-off against security deposits.
3) The facility expires no later than July 30, 2015 and is subject to customary representations, warranties, covenants and events of default, including a financial covenant regarding Goodyear Dunlop Tire Europe's leverage ratio.
Cintas Corporation reported financial results for its fiscal year ended May 31, 2009. Revenue decreased 4% to $3.8 billion due to a steep decline in the US economy and job losses. Net income was $226 million, down 33% from the prior year. Excluding restructuring and impairment charges, earnings per share were $1.83 for the year and $0.38 for the fourth quarter. Despite lower profits, Cintas generated $11 million more in free cash flow than the prior year and strengthened its balance sheet. The company expects results to improve when economic conditions and job growth recover.
WRA worked on energy, water, and public lands issues in 2003. In energy, they promoted renewable energy standards and efficiency measures. They also worked to reduce emissions from coal plants and prevent new coal plant construction. In water, they advocated for urban water conservation and efficiency and protected rivers and habitats. In lands, they focused on responsible oil and gas development, protecting roadless areas, managing motorized recreation, and grazing reform.
The annual report summarizes the organization's activities and accomplishments in 2006. Some key points:
- The organization celebrated a major victory that protected water rights and flows for Colorado's Gunnison River.
- The organization opened a new office in Nevada and added staff in multiple states to advance its mission of protecting land, air, and water resources in the Interior West.
- Notable programs and advocacy efforts achieved successes in renewable energy development, limiting new coal-fired power plants, protecting public lands from oil/gas development, and responsible management of motorized recreation on public lands.
Western Resource Advocates' (WRA) 2007 annual report summarizes the organization's work over the past year to protect land, air, water, and ecosystems in the Western United States. The report highlights WRA's efforts to promote clean energy alternatives to coal power, encourage responsible motorized recreation on public lands, influence oil and gas development policies, and implement water conservation strategies in urban areas. Through advocacy, litigation, and partnerships with other groups, WRA achieved victories such as blocking new coal plants, protecting roads and lands from off-road vehicle damage, passing legislation to safeguard wildlife from drilling impacts, and influencing several municipalities to adopt water conservation measures. The report outlines WRA's goals and strategies across its key program
C.H. Robinson achieved strong success in 2007 despite economic challenges. The company grew gross profits 14.9% to $1.2 billion through its diverse business lines and relationships with customers and carriers. Its non-asset based model allowed it to efficiently manage costs. The company continued investing in its business by expanding its office network and adding employees. C.H. Robinson is well positioned for future growth given ongoing trends driving demand for third party logistics.
This document is C.H. Robinson Worldwide's annual report (Form 10-K) filed with the SEC for the year ended December 31, 2007. It provides an overview of the company's business operations, including that it is a non-asset based third party logistics provider offering freight transportation and logistics services through a network of 218 offices worldwide. The report describes C.H. Robinson's main business lines of multimodal transportation services, fresh produce sourcing, and information services. It provides details on the types of transportation it arranges and its relationships with over 48,000 transportation providers.
This document is C.H. Robinson Worldwide's definitive proxy statement filed with the SEC on April 1, 2008 to provide shareholders information on matters to be voted on at the company's upcoming annual meeting on May 15, 2008. The proxy statement summarizes the purposes of the meeting as electing three directors, ratifying the selection of the independent auditors, and any other business properly brought before the meeting. It provides details on shareholder voting eligibility, the methods by which shareholders can vote including by mail, phone or internet, and the proposals to be voted on.
C.H. Robinson achieved strong success in 2007 despite challenging market conditions. The company grew gross profits 14.9% to $1.2 billion through its diverse mix of transportation services and customer relationships. Its non-asset based model and over 7,300 employees enabled it to efficiently manage over 6.5 million shipments. Looking ahead, C.H. Robinson is well positioned for continued growth given industry trends, its financial strength with no debt and $455 million in cash, and opportunities to expand internationally and through acquisitions.
C.H. Robinson achieved strong success in 2007 despite challenging market conditions. The company grew gross profits 14.9% to $1.2 billion through its diverse mix of transportation services and customer relationships. Its non-asset based model and over 7,300 employees enabled it to efficiently manage over 6.5 million shipments. Looking ahead, C.H. Robinson is well positioned for continued growth given industry trends, its financial strength with no debt and $455 million in cash, and opportunities to expand internationally and through acquisitions.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission. It summarizes KB Home's financial performance for the first quarter of fiscal year 2003, ending February 28, 2003. Key details include total revenues of $1.09 billion, net income of $52.8 million, basic earnings per share of $1.32, and cash dividends of $0.075 per share. The report includes financial statements and notes, as well as sections on management discussion/analysis, market risk, and controls/procedures.
There are three primary ways for individual investors to hold securities: direct registration system (DRS), physical paper certificates, and street-name registration through a brokerage account. Both DRS and street-name registration involve book-entry ownership with no physical certificate printed, while transactions are recorded electronically. Investors can choose to hold securities through different methods and change methods as desired, though brokers may charge fees. The DRS allows electronic transfer of book-entry shares between parties like brokers and issuers.
KBH was established as a public company in 1986 through an IPO of Kaufman and Broad Inc. (KBI). In 1989, the remaining portion of KBH was distributed to KBI shareholders, making KBH and KBI independent companies. KBI later merged with American International Group (AIG) in 1999. The document provides guidance on determining the tax basis for holdings in KBH and KBI/AIG following corporate restructurings and stock splits over the years. Questions regarding stock certificates or exchanges should be directed to AIG's transfer agent.
This document lists milestones from KB Home, a homebuilder, over the past 50+ years. Some key milestones include KB Home becoming the first national homebuilder on the New York Stock Exchange in 1969, building over 100,000 homes by 1977, establishing sustainability programs and receiving awards for energy efficient construction in the 2000s-2010s, and expanding nationwide through strategic acquisitions over the decades. The milestones show KB Home's growth from its founding to becoming one of the largest homebuilders in the United States.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended February 28, 2003. The 10-Q includes financial statements such as income statements, balance sheets, and cash flow statements for the quarter, as well as notes to the financial statements. It provides information on KB Home's revenues, expenses, assets, liabilities, cash flows, earnings per share, and reporting segments for its homebuilding and mortgage banking businesses.
This document is the Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended May 31, 2003. It includes the consolidated financial statements, notes to the financial statements, and management's discussion and analysis of the company's financial condition and results of operations for the quarter. Key details include total revenues of $2.5 billion for the six months ended May 31, 2003, net income of $134 million, and basic earnings per share of $3.36.
This document is the Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended May 31, 2003. The 10-Q provides KB Home's unaudited financial statements and disclosures including the consolidated statements of income, balance sheets, cash flows, and notes. It summarizes KB Home's revenues, construction and land costs, expenses, operating income, interest income/expense, taxes, and earnings per share for the interim period.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended August 31, 2003. The 10-Q provides financial statements and disclosures including the consolidated statements of income, balance sheets, cash flows, and notes to the financial statements. Key details include revenues of $3.98 billion for the nine months, net income of $232 million, basic EPS of $5.87, and total assets of $4.12 billion as of August 31, 2003.
This document is a Form 10-Q quarterly report filed by KB Home with the Securities and Exchange Commission for the quarter ended August 31, 2003. The 10-Q provides financial statements and disclosures including the consolidated statements of income, balance sheets, cash flows, and notes to the financial statements. It discloses that for the quarter ended August 31, 2003, KB Home had total revenues of $1.44 billion, net income of $97.8 million, and basic earnings per share of $2.51.
This document is KB Home's Form 10-Q quarterly report filed with the SEC for the quarterly period ended February 29, 2004. It includes financial statements, notes to the financial statements, and other financial information. Specifically, it provides KB Home's consolidated statements of income and cash flows for the periods ended February 29, 2004 and February 28, 2003, and consolidated balance sheet as of February 29, 2004 and November 30, 2003. It also includes a discussion and analysis of the company's financial condition and results of operations for the periods.
This document is a Form 10-Q quarterly report filed by KB Home with the SEC for the quarter ending May 31, 2004. The summary includes:
1) KB Home reported total revenues of $2.9 billion for the six months ended May 31, 2004, with construction pretax income of $258.7 million and mortgage banking pretax income of $4.5 million.
2) The balance sheet shows KB Home's assets including $65.6 million in cash, $429.2 million in receivables, and $3.55 billion in construction inventories as of May 31, 2004.
3) The document provides KB Home's financial statements and notes for the quarter,
This document is KB Home's Form 10-Q quarterly report filed with the SEC for the quarterly period ended February 29, 2004. It includes financial statements such as the consolidated statements of income and balance sheets, as well as notes to the financial statements and information on reportable segments. The filing provides shareholders and the public with financial information on KB Home's construction and mortgage banking operations for the quarterly period.
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck mari...Donc Test
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck maria r mitchell.docx
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck maria r mitchell.docx
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck maria r mitchell.docx
"Does Foreign Direct Investment Negatively Affect Preservation of Culture in the Global South? Case Studies in Thailand and Cambodia."
Do elements of globalization, such as Foreign Direct Investment (FDI), negatively affect the ability of countries in the Global South to preserve their culture? This research aims to answer this question by employing a cross-sectional comparative case study analysis utilizing methods of difference. Thailand and Cambodia are compared as they are in the same region and have a similar culture. The metric of difference between Thailand and Cambodia is their ability to preserve their culture. This ability is operationalized by their respective attitudes towards FDI; Thailand imposes stringent regulations and limitations on FDI while Cambodia does not hesitate to accept most FDI and imposes fewer limitations. The evidence from this study suggests that FDI from globally influential countries with high gross domestic products (GDPs) (e.g. China, U.S.) challenges the ability of countries with lower GDPs (e.g. Cambodia) to protect their culture. Furthermore, the ability, or lack thereof, of the receiving countries to protect their culture is amplified by the existence and implementation of restrictive FDI policies imposed by their governments.
My study abroad in Bali, Indonesia, inspired this research topic as I noticed how globalization is changing the culture of its people. I learned their language and way of life which helped me understand the beauty and importance of cultural preservation. I believe we could all benefit from learning new perspectives as they could help us ideate solutions to contemporary issues and empathize with others.
Vicinity Jobs’ data includes more than three million 2023 OJPs and thousands of skills. Most skills appear in less than 0.02% of job postings, so most postings rely on a small subset of commonly used terms, like teamwork.
Laura Adkins-Hackett, Economist, LMIC, and Sukriti Trehan, Data Scientist, LMIC, presented their research exploring trends in the skills listed in OJPs to develop a deeper understanding of in-demand skills. This research project uses pointwise mutual information and other methods to extract more information about common skills from the relationships between skills, occupations and regions.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
Independent Study - College of Wooster Research (2023-2024) FDI, Culture, Glo...AntoniaOwensDetwiler
"Does Foreign Direct Investment Negatively Affect Preservation of Culture in the Global South? Case Studies in Thailand and Cambodia."
Do elements of globalization, such as Foreign Direct Investment (FDI), negatively affect the ability of countries in the Global South to preserve their culture? This research aims to answer this question by employing a cross-sectional comparative case study analysis utilizing methods of difference. Thailand and Cambodia are compared as they are in the same region and have a similar culture. The metric of difference between Thailand and Cambodia is their ability to preserve their culture. This ability is operationalized by their respective attitudes towards FDI; Thailand imposes stringent regulations and limitations on FDI while Cambodia does not hesitate to accept most FDI and imposes fewer limitations. The evidence from this study suggests that FDI from globally influential countries with high gross domestic products (GDPs) (e.g. China, U.S.) challenges the ability of countries with lower GDPs (e.g. Cambodia) to protect their culture. Furthermore, the ability, or lack thereof, of the receiving countries to protect their culture is amplified by the existence and implementation of restrictive FDI policies imposed by their governments.
My study abroad in Bali, Indonesia, inspired this research topic as I noticed how globalization is changing the culture of its people. I learned their language and way of life which helped me understand the beauty and importance of cultural preservation. I believe we could all benefit from learning new perspectives as they could help us ideate solutions to contemporary issues and empathize with others.
New Visa Rules for Tourists and Students in Thailand | Amit Kakkar Easy VisaAmit Kakkar
Discover essential details about Thailand's recent visa policy changes, tailored for tourists and students. Amit Kakkar Easy Visa provides a comprehensive overview of new requirements, application processes, and tips to ensure a smooth transition for all travelers.
KYC Compliance: A Cornerstone of Global Crypto Regulatory FrameworksAny kyc Account
This presentation explores the pivotal role of KYC compliance in shaping and enforcing global regulations within the dynamic landscape of cryptocurrencies. Dive into the intricate connection between KYC practices and the evolving legal frameworks governing the crypto industry.
Confirmation of Payee (CoP) is a vital security measure adopted by financial institutions and payment service providers. Its core purpose is to confirm that the recipient’s name matches the information provided by the sender during a banking transaction, ensuring that funds are transferred to the correct payment account.
Confirmation of Payee was built to tackle the increasing numbers of APP Fraud and in the landscape of UK banking, the spectre of APP fraud looms large. In 2022, over £1.2 billion was stolen by fraudsters through authorised and unauthorised fraud, equivalent to more than £2,300 every minute. This statistic emphasises the urgent need for robust security measures like CoP. While over £1.2 billion was stolen through fraud in 2022, there was an eight per cent reduction compared to 2021 which highlights the positive outcomes obtained from the implementation of Confirmation of Payee. The number of fraud cases across the UK also decreased by four per cent to nearly three million cases during the same period; latest statistics from UK Finance.
In essence, Confirmation of Payee plays a pivotal role in digital banking, guaranteeing the flawless execution of banking transactions. It stands as a guardian against fraud and misallocation, demonstrating the commitment of financial institutions to safeguard their clients’ assets. The next time you engage in a banking transaction, remember the invaluable role of CoP in ensuring the security of your financial interests.
For more details, you can visit https://technoxander.com.
An accounting information system (AIS) refers to tools and systems designed for the collection and display of accounting information so accountants and executives can make informed decisions.
Fabular Frames and the Four Ratio ProblemMajid Iqbal
Digital, interactive art showing the struggle of a society in providing for its present population while also saving planetary resources for future generations. Spread across several frames, the art is actually the rendering of real and speculative data. The stereographic projections change shape in response to prompts and provocations. Visitors interact with the model through speculative statements about how to increase savings across communities, regions, ecosystems and environments. Their fabulations combined with random noise, i.e. factors beyond control, have a dramatic effect on the societal transition. Things get better. Things get worse. The aim is to give visitors a new grasp and feel of the ongoing struggles in democracies around the world.
Stunning art in the small multiples format brings out the spatiotemporal nature of societal transitions, against backdrop issues such as energy, housing, waste, farmland and forest. In each frame we see hopeful and frightful interplays between spending and saving. Problems emerge when one of the two parts of the existential anaglyph rapidly shrinks like Arctic ice, as factors cross thresholds. Ecological wealth and intergenerational equity areFour at stake. Not enough spending could mean economic stress, social unrest and political conflict. Not enough saving and there will be climate breakdown and ‘bankruptcy’. So where does speculative design start and the gambling and betting end? Behind each fabular frame is a four ratio problem. Each ratio reflects the level of sacrifice and self-restraint a society is willing to accept, against promises of prosperity and freedom. Some values seem to stabilise a frame while others cause collapse. Get the ratios right and we can have it all. Get them wrong and things get more desperate.
1. ================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date Of Report (Date Of Earliest Event Reported): 8/5/2005
CLEAR CHANNEL COMMUNICATIONS INC
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-09645
TX 74-1787539
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 E. Basse
San Antonio, TX 78209
(Address of Principal Executive Offices, Including Zip Code)
210-822-2828
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17CFR240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17CFR240.13e-4(c))
================================================================================
2. Items to be Included in this Report
Item 1.01 Entry into a Material Definitive Agreement
On August 5, 2005, Clear Channel Outdoor Holdings, Inc., a wholly-owned
subsidiary of Clear Channel Communications, Inc., (the quot;Companyquot;) entered into
an employment agreement with Paul J. Meyer, which replaced the existing
employment agreement by and between Mr. Meyer and the Company. The initial term
of the new agreement ends on the third anniversary of the date of the agreement;
the term automatically extends one day at a time beginning on the second
anniversary of the date of the agreement, unless one party gives the other one
year’s notice of expiration at or prior to the second anniversary of the date of
the agreement. The contract calls for Mr. Meyer to be the President and Chief
Operating Officer of Clear Channel Outdoor Holdings, Inc. for a base salary of
$600,000 in the first year of the agreement; $625,000 in the second year of the
agreement; and $650,000 in the third year of the agreement, subject to
additional annual raises thereafter in accordance with company policies. Mr.
Meyer is also eligible to receive a performance bonus as decided at the sole
discretion of the board of directors and the compensation committee of Clear
Channel Outdoor Holdings, Inc.
Mr. Meyer may terminate his employment at any time after the second
anniversary of the date of the agreement upon one year’s written notice. Clear
Channel Outdoor Holdings, Inc. may terminate Mr. Meyer without quot;Causequot; after the
second anniversary of the date of the agreement upon one year’s written notice.
quot;Causequot; is narrowly defined in the agreement. If Mr. Meyer is terminated without
quot;Cause,quot; he is entitled to receive a lump sum payment of accrued and unpaid base
salary and prorated bonus, if any, and any payments to which he may be entitled
under any applicable employee benefit plan. Mr. Meyer is prohibited by his
employment agreement from activities that compete with Clear Channel Outdoor
Holdings, Inc. for one year after he leaves Clear Channel Outdoor Holdings, Inc.
and he is prohibited from soliciting Clear Channel Outdoor Holdings, Inc.
employees for employment for 12 months after termination regardless of the
reason for termination of employment.
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 9, 2005 Clear Channel Communications, Inc. issued a press
release announcing its earnings for the quarter ended June 30, 2005.
The information contained in Exhibit 99.1 is incorporated herein by
reference. The information in this Current Report is being furnished and shall
not be deemed quot;filedquot; for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
Section. The information in this Current Report shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Employment Agreement by and between Clear Channel Outdoor
Holdings, Inc. and Mr. Paul Meyer dated August 5, 2005.
99.1 Press Release of Clear Channel Communications, Inc. issued August
9, 2005.
3. Signature(s)
Pursuant to the Requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
Undersigned hereunto duly authorized.
CLEAR CHANNEL COMMUNICATIONS, INC.
Date: August 9, 2005 By: /s/ HERBERT W. HILL JR.
--------------------------------
Herbert W. Hill, Jr.
Sr. Vice President/
Chief Accounting Officer
4. INDEX TO EXHIBITS
10.1 Employment Agreement by and between Clear Channel Outdoor Holdings,
Inc. and Mr. Paul Meyer dated August 5, 2005.
99.1 Press Release of Clear Channel Communications, Inc. issued August 9,
2005.
5. EXHIBIT 10.1
EMPLOYMENT AGREEMENT
[PAUL MEYER]
This Employment Agreement is entered into and effective as of the
Company’s signature below (the quot;Effective Datequot;) between Clear Channel Outdoor
Holdings, Inc., a Delaware corporation (the quot;Companyquot;) and Paul Meyer (the
quot;Employeequot;).
WHEREAS, the Company and the Employee desire to enter into an
employment relationship under the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. TERM OF EMPLOYMENT.
The Employee’s current Term of employment starts on the Effective Date
and ends no earlier than the third anniversary of the Effective Date, unless
neither party has given the one year notice described in Section 7(c) or 7(d),
below. If such one year notice has not been given, the Term shall automatically
extend, beginning on the second anniversary of the Effective Date, one day at a
time, until such notice has been given.
2. TITLE AND DUTIES.
The Employee’s title is President and Chief Operating Officer, Clear
Channel Outdoor. The Company may later choose to elevate this title and
responsibilities to Chief Executive Officer, at its sole discretion. Employee
understands and agrees that he will not receive any additional compensation in
the event of such change in title and responsibilities. The Employee will
perform job duties that are usual and customary for this position, and will
perform additional services and duties that the Company may from time to time
designate that are consistent with the usual and customary duties of this
position or of a Chief Executive Officer. The Employee will report to the
President and Chief Executive Officer, Clear Channel Communications, Inc.,
currently Mark Mays. The Employee will devote his full working time and efforts
to the business and affairs of Clear Channel Outdoor in its newly combined
domestic and international organizational form.
3. COMPENSATION AND BENEFITS
(a) BASE SALARY. The Company will pay the Employee an annual base
salary of $600,000 for the first year after the Effective Date; $625,000 for the
second year after the Effective Date; and $650,000 for the third year after the
Effective Date. The Employee will be eligible for additional annual raises
commensurate with Company policy. All payments of base salary will be made in
installments according to the Company’s regular payroll practice, prorated
monthly or weekly where appropriate, and subject to any increases that are
determined to be appropriate by the Board of Directors of the Company (quot;Boardquot;)
and its Compensation Committee.
6. (b) PERFORMANCE BONUS. No later than March 31 of each calendar year
during the term, Employee will be eligible to receive a performance bonus as set
forth in the Performance Bonus Calculation attached as quot;Exhibit Aquot; to this
Employment Agreement.
(c) EMPLOYMENT BENEFIT PLANS. The Employee will be entitled to
participate in: all pension, profit sharing, and other retirement plans; all
incentive compensation plans; and all group health, hospitalization and
disability or other insurance plans; paid vacation, sick leave and other
employee welfare benefit plans in which other similarly situated employees of
the Company may participate as stated in the employee guide.
(d) EXPENSES. The Company will pay or reimburse the Employee for all
normal and reasonable travel and entertainment expenses incurred by the Employee
in connection with the Employee’s responsibilities to the Company upon
submission of proper vouchers in accordance with the Company’s expense
reimbursement policy.
(e) STOCK OPTIONS. Any future stock option grants will be granted based
upon the performance of the Employee, which will be assessed in the sole
discretion of the Company and the Compensation Committee of the Board. All
option grants shall be made under the terms and conditions set forth in the
applicable Clear Channel Communications Stock Option Plan under which they are
issued. The Company reserves the right to modify any future Company incentive
compensation or stock option plan with respect to the change of control, the
granting of restricted stock or any other provision of such plans. The Company’s
obligations under this agreement to the Employee in the area of stock options
are conditioned upon and subject to the Company’s future decision, in its sole
discretion, to: 1) alter, suspend or discontinue its stock option grant program;
or 2) replace the program with an alternative form or method of compensation.
4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
During the course of the Employee’s employment with the Company, the
Company will provide the Employee with access to certain confidential
information, trade secrets, and other matters which are of a confidential or
proprietary nature, including but not limited to the Company’s customer lists,
pricing information, production and cost data, compensation and fee information,
strategic business plans, budgets, financial statements, and other information
the Company treats as confidential or proprietary (collectively the
quot;Confidential Informationquot;). The Company provides on an ongoing basis such
Confidential Information as the Company deems necessary or desirable to aid the
Employee in the performance of his duties. The Employee understands and
acknowledges that such Confidential Information is confidential and proprietary,
and agrees not to disclose such Confidential Information to anyone outside the
Company except to the extent that (i) the Employee deems such disclosure or use
reasonably necessary or appropriate in connection with performing his duties on
behalf of the Company; (ii) the Employee is required by order of a court of
competent jurisdiction (by subpoena or similar process) to disclose or discuss
any Confidential Information, provided that in such case, the Employee shall
promptly inform the Company of such event, shall cooperate with the Company in
attempting to obtain a protective order or to otherwise restrict such
disclosure, and shall only disclose Confidential Information to the minimum
extent necessary to comply with any such court order; or (iii) such Confidential
Information becomes generally known to and available for use in the industries
in which the Company does business, other than as a result of any action or
inaction by the Employee. The Employee further agrees that he will not during
employment and/or at any time thereafter use such Confidential Information in
competing, directly or
2
7. indirectly, with the Company. At such time as the Employee shall cease to be
employed by the Company, he will immediately turn over to the Company all
Confidential Information, including papers, documents, writings, electronically
stored information, other property, and all copies of them, provided to or
created by him during the course of his employment with the Company. This
nondisclosure covenant is binding on the Employee, as well as his heirs,
successors, and legal representatives, and will survive the termination of this
Agreement for any reason.
5. NONHIRE OF COMPANY EMPLOYEES.
To further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and for the consideration promised by
the Company under this Agreement, during the term of the Employee’s employment
with the Company and for a period of twelve months thereafter, regardless of the
reason for termination of employment, the Employee will not, directly or
indirectly, (i) hire any current or prospective employee of the Company, or any
subsidiary or affiliate of the Company (including, without limitation, any
current or prospective employee of the Company within the 6-month period
preceding the Employee’s last day of employment with the Company or within the
12-month period of this covenant) who worked, works, or has been offered
employment by the Company; (ii) solicit or encourage any such employee to
terminate their employment with the Company, or any subsidiary or affiliate of
the Company; or (iii) solicit or encourage any such employee to accept
employment with any business, operation, corporation, partnership, association,
agency, or other person or entity with which the Employee may be associated. If,
during the term of this non-hire covenant, the Employee learns that any such
employee has accepted employment with any business, operation, corporation,
partnership, association, agency, or other person or entity with which the
Employee may be associated (other than the Company), the Employee will
immediately send notice to the Company identifying the employee and certifying
that the Employee did not breach any provision of this non-hire covenant.
6. NON-COMPETITION.
To further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and for the consideration promised by
the Company under this Agreement, during the Employee’s employment with the
Company and for a period of one year thereafter, regardless of the reason for
termination of employment, the Employee will not, directly or indirectly, as an
owner, director, principal, agent, officer, employee, partner, consultant,
servant, or otherwise, carry on, operate, manage, control, or become involved in
any manner with any business, operation, corporation, partnership, association,
agency, or other person or entity which is in the same business as the Company
in any location in which the Company, or any subsidiary or affiliate of the
Company, operates or has plans or has projected to operate during the Employee’s
employment with the Company, including any area within a 50-mile radius of any
such location. The foregoing shall not prohibit the Employee from owning up to
5.0% of the outstanding stock of any publicly held company. Notwithstanding the
foregoing, after the Employee’s employment with the Company has terminated, upon
receiving written permission by the Board, the Employee shall be permitted to
engage in such competing activities that would otherwise be prohibited by this
covenant if such activities are determined in the sole discretion of the Board
in good faith to be immaterial to the operations of the Company, or any
subsidiary or affiliate of the Company, in the location in question.
3
8. To further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and for the consideration promised by
the Company under this Agreement, during the term of the Employee’s employment
with the Company and for a period of one year thereafter, regardless of the
reason for termination of employment, the Employee will not, directly or
indirectly, either for himself or for any other business, operation,
corporation, partnership, association, agency, or other person or entity, call
upon, compete for, solicit, divert, or take away, or attempt to divert or take
away current or prospective customers (including, without limitation, any
customer with whom the Company, or any subsidiary or affiliate of the Company,
(i) has an existing agreement or business relationship; (ii) has had an
agreement or business relationship within the six-month period preceding the
Employee’s last day of employment with the Company; or (iii) has included as a
prospect in its applicable pipeline) of the Company, or any subsidiary or
affiliate of the Company.
The Company and the Employee agree that the restrictions contained in
this noncompetition covenant are reasonable in scope and duration and are
necessary to protect the Company’s business interests and Confidential
Information. If any provision of this noncompetition covenant as applied to any
party or to any circumstance is adjudged by a court or arbitrator to be invalid
or unenforceable, the same will in no way affect any other circumstance or the
validity or enforceability of this Agreement. If any such provision, or any part
thereof, is held to be unenforceable because of the scope, duration, or
geographic area covered thereby, the parties agree that the court or arbitrator
making such determination shall have the power to reduce the scope and/or
duration and/or geographic area of such provision, and/or to delete specific
words or phrases, and in its reduced form, such provision shall then be
enforceable and shall be enforced. The parties agree and acknowledge that the
breach of this noncompetition covenant will cause irreparable damage to the
Company, and upon breach of any provision of this noncompetition covenant, the
Company shall be entitled to injunctive relief, specific performance, or other
equitable relief; provided, however, that this shall in no way limit any other
remedies which the Company may have (including, without limitation, the right to
seek monetary damages).
Should the Employee violate the provisions of this noncompetition covenant, then
in addition to all other rights and remedies available to the Company at law or
in equity, the duration of this covenant shall automatically be extended for the
period of time from which the Employee began such violation until he permanently
ceases such violation
7. TERMINATION.
The Employee’s employment with the Company may be terminated under the
following circumstances:
(a) DEATH. The Employee’s employment with the Company shall terminate
upon his death.
(b) DISABILITY. The Company may terminate the Employee’s employment
with the Company if, as a result of the Employee’s incapacity due to physical or
mental illness, the Employee is unable to perform his duties under this
Agreement on a full-time basis for more than 90 days in any 12 month period, as
determined by the Company.
4
9. (c) TERMINATION BY THE COMPANY. The Company may terminate the
Employee’s employment with the Company for any reason at any time after the
second anniversary of the Effective Date upon one year’s written notice, and, in
no case to be effective earlier than the third anniversary of the Effective
Date. The Company may also terminate the Employee’s employment for Cause. A
termination for Cause must be for one or more of the following reasons: (i)
conduct by the Employee constituting a material act of willful misconduct in
connection with the performance of his duties, including, without limitation,
violation of the Company’s policy on sexual harassment, misappropriation of
funds or property of the Company or any of its affiliates other than the
occasional, customary and de minimis use of Company property for personal
purposes, or other willful misconduct as determined in the sole discretion of
the Company; (ii) continued, willful and deliberate non-performance by the
Employee of his duties hereunder (other than by reason of the Employee’s
physical or mental illness, incapacity or disability) where such non-performance
has continued for more than 10 days following written notice of such
non-performance; (iii) the Employee’s refusal or failure to follow lawful
directives where such refusal or failure has continued for more than 30 days
following written notice of such refusal or failure; (iv) a criminal or civil
conviction of the Employee, a plea of nolo contendere by the Employee, or other
conduct by the Employee that, as determined in the sole discretion of the Board,
has resulted in, or would result in if he were retained in his position with the
Company, material injury to the reputation of the Company, including, without
limitation, conviction of fraud, theft, embezzlement, or a crime involving moral
turpitude; (v) a breach by the Employee of any of the provisions of this
Agreement; or (vi) a violation by the Employee of the Company’s employment
policies.
(d) TERMINATION BY THE EMPLOYEE. The Employee may terminate his
employment with the Company at any time after the second anniversary of the
Effective Date with a one year written notice to Company, and, in no case to be
effective earlier than the third anniversary of the Effective Date.
8. COMPENSATION UPON TERMINATION.
(a) DEATH. If the Employee’s employment with the Company terminates by
reason of his death, the Company will, within 90 days, pay in a lump sum amount
to such person as the Employee shall designate in a notice filed with the
Company or, if no such person is designated, to the Employee’s estate, the
Employee’s accrued and unpaid base salary and prorated bonus, if any (See
Exhibit A), and any payments to which the Employee’s spouse, beneficiaries, or
estate may be entitled under any applicable employee benefit plan (according to
the terms of such plans and policies).
(b) DISABILITY. If the Employee’s employment with the Company
terminates by reason of his disability, the Company shall, within 90 days, pay
in a lump sum amount to the Employee his accrued and unpaid base salary and
prorated bonus, if any (See Exhibit A), and any payments to which he may be
entitled under any applicable employee benefit plan (according to the terms of
such plans and policies).
(c) TERMINATION BY THE COMPANY FOR CAUSE. If the Employee’s employment
with the Company is terminated by the Company for Cause the Company will, within
90 days, pay in a lump sum amount to the Employee his accrued and unpaid base
salary and any payments to which he may be entitled under any applicable
employee benefit plan (according to the terms of such plans and policies).
5
10. (d) TERMINATION BY THE COMPANY WITHOUT CAUSE. If the Employee’s
employment with the Company is terminated by the Company without Cause, the
Company will, within 90 days after the effective date of the termination, pay in
a lump sum amount to the Employee his accrued and unpaid base salary and
prorated bonus, if any (See Exhibit A), and any payments to which he may be
entitled under any applicable employee benefit plan (according to the terms of
such plans and policies). Additionally, Employee will receive a total of
$600,000, paid pro rata over a one year period in accordance with the Company’s
standard payroll schedule and practices, as consideration for Employee’s
post-termination non-compete and non-solicitation obligations under Paragraphs
Five and Six, above.
(e) EFFECT OF COMPLIANCE WITH COMPENSATION UPON TERMINATION PROVISIONS.
Upon complying with Subparagraphs 8(a) through 8(d) above, as applicable, the
Company will have no further obligations to the Employee except as otherwise
expressly provided under this Agreement, provided that such compliance will not
adversely affect or alter the Employee’s rights under any employee benefit plan
of the Company in which the Employee has a vested interest, unless, otherwise
provided in such employee benefit plan or any agreement or other instrument
attendant thereto.
9. PARTIES BENEFITED; ASSIGNMENTS.
This Agreement shall be binding upon the Employee, his heirs and his
personal representative or representatives, and upon the Company and its
respective successors and assigns. Neither this Agreement nor any rights or
obligations hereunder may be assigned by the Employee, other than by will or by
the laws of descent and distribution.
10. NOTICES.
Any notice provided for in this Agreement will be in writing and will be deemed
to have been given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid. If to the Board or
the Company, the notice will be sent to Mark P. Mays, President and Chief
Executive Officer, Clear Channel Communications, Inc., 200 E. Basse Road, San
Antonio, TX 78209 and a copy of the notice will be sent to Andrew W. Levin, EVP
and CLO, Clear Channel Communications, Inc., 200 E. Basse Road, San Antonio, TX
78209 . If to the Employee, the notice will be sent to 5109 N. 34th Place,
Phoenix, AZ 85018. Such notices may alternatively be sent to such other address
as any party may have furnished to the other in writing in accordance with this
Agreement, except that notices of change of address shall be effective only upon
receipt.
11. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas without giving effect to any choice of
law or conflict provisions or rule (whether of the State of Texas or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Texas and the Employee hereby expressly consents to the
personal jurisdiction of the state and federal courts located in the State of
Texas for any lawsuit arising from or relating to this Agreement.
6
11. 12. DEFINITION OF COMPANY.
As used in this Agreement, the term quot;Companyquot; shall include any of its
past, present and future divisions, operating companies, subsidiaries and
affiliates.
13. LITIGATION AND REGULATORY COOPERATION.
During and after the Employee’s employment, the Employee shall
reasonably cooperate with the Company in the defense or prosecution of any
claims or actions now in existence or which may be brought in the future against
or on behalf of the Company which relate to events or occurrences that
transpired while the Employee was employed by the Company; provided, however,
that such cooperation shall not materially and adversely affect the Employee or
expose the Employee to an increased probability of civil or criminal litigation.
The Employee’s cooperation in connection with such claims or actions shall
include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Company at
mutually convenient times. During and after the Employee’s employment, the
Employee also shall cooperate fully with the Company in connection with any
investigation or review of any federal, state or local regulatory authority as
any such investigation or review relates to events or occurrences that
transpired while the Employee was employed by the Company. The Company will pay
the Employee on an hourly basis (to be derived from his base salary) for
requested litigation and regulatory cooperation that occurs after his
termination of employment, and reimburse the Employee for all costs and expenses
incurred in connection with his performance under this paragraph, including, but
not limited to, reasonable attorneys’ fees and costs.
14. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES.
The Company shall indemnify the Employee to the fullest extent
permitted by law, in effect at the time of the subject act or omission, and
shall advance to the Employee reasonable attorneys’ fees and expenses as such
fees and expenses are incurred (subject to an undertaking from the Employee to
repay such advances if it shall be finally determined by a judicial decision
which is not subject to further appeal that the Employee was not entitled to the
reimbursement of such fees and expenses), and the Employee will be entitled to
the protection of any insurance policies that the Company may elect to maintain
generally for the benefit of its directors and officers against all costs,
charges and expenses incurred or sustained by him in connection with any action,
suit or proceeding to which he may be made a party by reason of his being or
having been a director, officer or employee of the Company or any of its
subsidiaries, or his serving or having served any other enterprise as a
director, officer or employee at the request of the Company (other than any
dispute, claim or controversy arising under or relating to this Agreement). The
Company covenants to maintain during the Employee’s employment for the benefit
of the Employee (in his capacity as an officer and director of the Company)
Directors and Officers Insurance providing benefits to the Employee no less
favorable, taken as a whole, than the benefits provided to the other similarly
situated employees of the Company by the Directors and Officers Insurance
maintained by the Company on the date hereof; provided, however, that the Board
may elect to terminate Directors and Officers Insurance for all officers and
directors, including the Employee, if the Board determines in good faith that
such insurance is not available or is available only at unreasonable expense.
7
12. 15. ARBITRATION.
The parties agree that any dispute, controversy or claim, whether based on
contract, tort, statute, discrimination, retaliation, or otherwise, relating to,
arising from or connected in any manner to this Agreement, or to the alleged
breach of this Agreement, or arising out of or relating to Employee’s employment
or termination of employment, shall, upon timely written request of either party
be submitted to and resolved by binding arbitration. The arbitration shall be
conducted in San Antonio, Texas. The arbitration shall proceed in accordance
with the National Rules for Resolution of Employment Disputes of the American
Arbitration Association (quot;AAAquot;) in effect at the time the claim or dispute
arose, unless other rules are agreed upon by the parties. Unless otherwise
agreed to by the parties in writing, the arbitration shall be conducted by one
arbitrator who is a member of the AAA and who is selected pursuant to the
methods set out in the National Rules for Resolution of Employment Disputes of
the AAA. Any claims received after the applicable/relevant statute of
limitations period has passed shall be deemed null and void. The award of the
arbitrator shall be a reasoned award with findings of fact and conclusions of
law. Either party may bring an action in any court of competent jurisdiction to
compel arbitration under this Agreement, to enforce an arbitration award, and to
vacate an arbitration award. However, in actions seeking to vacate an award, the
standard of review to be applied by said court to the arbitrator’s findings of
fact and conclusions of law will be the same as that applied by an appellate
court reviewing a decision of a trial court sitting without a jury. The Company
will pay the actual costs of arbitration excluding attorney’s fees. Each party
will pay its own attorneys fees and other costs incurred by their respective
attorneys.
16. REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE.
The Employee represents and warrants to the Company that he is under no
contractual or other restriction which is inconsistent with the execution of
this Agreement, the performance of his duties hereunder or the other rights of
Company hereunder. The Employee also represents and warrants to the Company that
he is under no physical or mental disability that would hinder the performance
of his duties under this Agreement.
17. MISCELLANEOUS.
This Agreement contains the entire agreement of the parties relating to
the subject matter hereof. This Agreement supersedes any prior written or oral
agreements or understandings between the parties relating to the subject matter
hereof. No modification or amendment of this Agreement shall be valid unless in
writing and signed by or on behalf of the parties hereto. The failure of a party
to require performance of any provision of this Agreement shall in no manner
affect the right of such party at a later time to enforce any provision of this
Agreement. A waiver of the breach of any term or condition of this Agreement
shall not be deemed to constitute a waiver of any subsequent breach of the same
or any other term or condition. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations. If any provision of this Agreement, or the
application thereof to any person or circumstance, shall, for any reason and to
any extent, be held invalid or unenforceable, such invalidity and
unenforceability shall not affect the remaining provisions hereof or the
application of such provisions to other persons or circumstances, all of which
shall be enforced to the greatest extent permitted by law. The headings in this
Agreement are inserted
8
13. for convenience of reference only and shall not be a part of or control or
affect the meaning of any provision hereof.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date last executed below.
DATE: August 5, 2005 PAUL MEYER
/s/ Paul Meyer
-------------------------------
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
DATE: August 5, 2005 By: /s/ Mark P. Mays
------------------------------
Name: Mark P. Mays
Title: Chief Executive Officer
9
14. EXHIBIT A
PERFORMANCE BONUS CALCUATION
To be determined at the sole discretion of the Board and the Compensation
Committee.
10
15. EXHIBIT 99.1
CLEAR CHANNEL REPORTS SECOND QUARTER 2005 RESULTS
SAN ANTONIO, TEXAS AUGUST 9, 2005...Clear Channel Communications, Inc. (NYSE:
CCU) today reported results for its second quarter ended June 30, 2005. The
Company also announced today an update to its plan to strategically realign its
businesses and its share repurchase program.
The Company reported revenues of $2.46 billion in the second quarter of 2005, a
1% decrease from the $2.49 billion reported for the second quarter of 2004.
Clear Channel’s net income and diluted earnings per share were $220.7 million
and $.40 per diluted share during the second quarter of 2005. This compares to
net income and diluted earnings per share of $253.8 million and $.41 per diluted
share during the second quarter of 2004.
Mark Mays, President and Chief Executive Officer, commented, quot;Our second quarter
results reflect the short-term impact of our decision to reduce the commercial
loads on our radio stations, combined with a less than ideal advertising
environment. With just two complete quarters of quot;Less is Morequot; behind us we are
seeing positive trends. Early ratings results from the important spring ratings
book show that ratings and time spent listening are on the rise. In addition, we
are seeing real progress in the development of a 30-second marketplace. These
early results underscore that quot;Less is Morequot; is the right move for our business
over the long-term. Overall, our operational focus remains on leading change,
driving innovation and delivering value to our customers across all of our
businesses. We believe this long-term and forward thinking approach will create
shareholder value over the long-term.quot;
Mark Mays added, quot;Our strategic realignment plan is on track and is targeted to
be completed by the end of this year. It remains our intention to fund
activities that enhance shareholder returns. However, given current and changing
market conditions, we believe it is appropriate to expand the options available
to us in returning capital to shareholders and we may choose to use these funds
for share repurchases, a special dividend or a combination of both. As a result,
we have authorized an increase to our existing share repurchase program to an
aggregate of $1.0 billion. A significant share repurchase is an attractive
option for maximizing shareholder value and will enable us to maintain financial
flexibility. We have a strong track record of announcing and executing material
share repurchases and this decision will enable the company to return capital
directly to shareholders in a significant way, over a longer period of time.quot;
1
16. REVENUE AND DIVISIONAL OPERATING EXPENSES
<Table>
<Caption>
(In thousands) Three Months Ended
June 30,
--------------------------------- %
2005 2004 Change
--------------- -------------- ------------
<S> <C> <C> <C>
Revenue
Radio Broadcasting $ 931,929 $ 996,824 (7%)
Outdoor Advertising 684,508 639,549 7%
Live Entertainment 729,473 734,481 (1%)
Other 145,751 149,917 (3%)
Eliminations (32,910) (35,737)
--------------- --------------
CONSOLIDATED REVENUE $ 2,458,751 $ 2,485,034 (1%)
============== =============
Divisional operating expenses
Radio Broadcasting $ 554,217 $ 552,769 0%
Outdoor Advertising 460,865 432,989 6%
Live Entertainment 691,214 693,939 0%
Other 117,106 116,353 1%
Eliminations (32,910) (35,737)
--------------- --------------
CONSOLIDATED DIVISIONAL OPERATING EXPENSES $ 1,790,492 $ 1,760,313 2%
=============== ==============
</Table>
Included in the Company’s second quarter 2005 revenue and operating expenses are
approximately $20.1 million and $16.3 million, respectively, of foreign exchange
increases compared to the same period of 2004.
RADIO BROADCASTING
The Company’s radio revenues declined 6.5% to $931.9 million during the second
quarter of 2005 compared to the same period of 2004. The decline includes a
reduction of approximately $8.8 million from non-cash trade revenues. Both local
and national revenues were down for the quarter as well, primarily from its
reduction in commercial minutes made available for sale on its radio stations.
As a result, some of its larger advertising categories declined during the
quarter, including retail and automotive. While commercial minutes were down,
this was partially offset by an increase in average unit rates. As the year
progressed, the Company made improvements on its quot;Less is Morequot; initiative as
evidenced by increased average unit rates on its 15, 30 and 60 second
commercials over the first quarter of the year. The Company also saw improvement
in the second quarter in selling 30 second and 15 second commercials as a
percentage of total minutes sold. Finally, yield, or revenue divided by total
minutes of available inventory, has seen consistent improvement throughout the
year.
Divisional operating expenses were up $1.4 million during the second quarter of
2005 compared to the same period of 2004. Driving the increase were advertising
and promotional expenditures as well as sports broadcasting rights related to
contracts awarded in the second half of last year. Partially offsetting the
increase were decreases in commission and bad debt expenses.
OUTDOOR ADVERTISING
The Company’s outdoor advertising revenue increased 7.0% to $684.5 million
during the second quarter of 2005 compared to the same period of 2004. This
reflects an increase of 11.2% domestically and 3.7% internationally. The growth
domestically was driven by bulletin sales, while international growth came
primarily from transit and street furniture sales. Included in the second
quarter 2005 results is approximately $13.4 million from increases in foreign
exchange compared to the second quarter of 2004.
Domestic bulletin revenues grew principally from increased rates, with occupancy
up slightly for the second quarter of 2005 compared to 2004. Strong domestic
markets included Phoenix, Cleveland, Seattle, Jacksonville and San Antonio.
Strong advertising categories were automotive, entertainment, financial
services, retail and telecommunications.
2
17. Internationally, street furniture revenues benefited from an increase in
displays as well as average revenue per display compared to the second quarter
of 2004. The Company’s international transit revenue growth was fueled by an
increase in average revenue per display. Its strongest international markets for
the quarter were Australia/New Zealand, Sweden and the United Kingdom. However,
consistent with the end of 2004, the Company continued to see weak demand for
its media inventory in France, particularly from national sales which tempered
the overall results of its international revenues.
Outdoor advertising expenses increased 6.4% to $460.9 million during the second
quarter of 2005 compared to the same period of 2004. Included in the increase is
approximately $10.0 million from increases in foreign exchange. Divisional
operating expenses increased from commissions, production and site lease
expenses associated with the increase in revenue as well as increased rental
from new contracts in its international business entered into in the second half
of 2004.
On July 27, 2005 the Company announced to the trade union representatives and to
employees a draft plan to restructure its operations in France. In connection
with the restructuring, the Company expects to record approximately $25.0
million in restructuring costs, including employee termination and other costs,
as a component of divisional operating expenses during the third quarter of
2005.
LIVE ENTERTAINMENT
Live entertainment revenues were essentially flat for the second quarter of 2005
compared to the same period of 2004. Second quarter revenues included
approximately $6.7 million from increases in foreign exchange. The Company
experienced a decline in domestic music events during the second quarter as
compared to the same period of the prior year resulting in decreased attendance
and ticket revenues. Also, concession and merchandising revenues declined
associated with fewer events at the Company’s amphitheaters. These declines were
partially offset by revenue increases in its theater operations from increased
presenting weeks, increased ticket revenues in its motor sports group and
revenue growth in its European operations, primarily from promoting the U2 tour
as well as additional music festival revenues.
Live entertainment expenses were down $2.7 million for the second quarter of
2005 compared to the same period of 2004. Second quarter expenses included
approximately $6.3 million from increases in foreign exchange. This decline in
expenses was primarily due to lower talent costs associated with fewer events
and reduced artist guarantees in the current quarter compared to the same period
of 2004.
UPDATE TO STRATEGIC REALIGNMENT OF BUSINESSES
On April 29, 2005, the Company announced a plan to strategically realign its
businesses. This plan includes an initial public offering (quot;IPOquot;) of
approximately 10% of the common stock of the Company’s outdoor business (quot;Clear
Channel Outdoorquot;) and a 100% spin-off of its entertainment business (quot;Clear
Channel Entertainmentquot;). These transactions are progressing and are expected to
close by the end of the year. The closing of the IPO and spin-off of Clear
Channel Entertainment is subject to approval of the Company’s Board of
Directors, receipt of a tax opinion of counsel and letter ruling from the IRS
relating to the Clear Channel Entertainment spin-off, favorable market
conditions, the filing and effectiveness of registration statements with the
Securities and Exchange Commission and other customary conditions.
As part of the strategic realignment, the Company announced its intention to pay
a special dividend of $3.00 per share following the close of the IPO and the
spin-off of Clear Channel Entertainment, a total of approximately $1.6 billion.
The Company believes that it is appropriate to expand the options available to
returning this capital to shareholders. At this time, rather than paying the
approximately $1.6 billion as a $3.00 per share special dividend, the Company
now currently anticipates utilizing the approximately $1.6 billion in the form
of either share repurchases, a special dividend, or a combination of both. To
facilitate this change, the Board of Directors of the Company has increased the
current share repurchase program to $1.0 billion as described below. It is the
Company’s current intention to pay a special dividend in 2006 after taking into
account the results of the Company’s share repurchases, and subject to the
Company’s financial
3
18. condition, and market and economic conditions among other factors. The Company
intends to fund any share repurchases and/or a special dividend from funds
generated from the repayment of intercompany debt, the proceeds of any new debt
offerings, available cash balances and cash flow from operations. The timing and
amount of a special dividend, if any, is in the discretion of the Board of
Directors and may be based on the economic and market factors described above,
among others.
SHARE REPURCHASE AUTHORIZATION
On August 9, 2005, the Company’s Board of Directors authorized an increase in
and extension of its existing $1.0 billion share repurchase program, which was
originally authorized in February 2005 (the quot;February 2005 Programquot;).
As of June 30, 2005, the Company has purchased under the February 2005 Program
approximately 20.9 million shares of its common stock for an aggregate purchase
price of $692 million. The Board of Directors has authorized an increase of $692
million to the existing balance of the February 2005 Program, bringing the
current authorized amount of the share repurchase program to an aggregate of
$1.0 billion. This increase in the share repurchase program is effective
immediately, and expires on August 8, 2006, although the program may be
discontinued or suspended at anytime prior to its expiration. The Company will
purchase shares from time to time through open market or privately negotiated
transactions. The Company will base its decision on amounts of repurchases and
their timing on such factors as the Company’s financial condition and stock
price, general economic and market conditions and other factors.
CONFERENCE CALL
The Company will host a teleconference to discuss its results on August 9th at
9:00 a.m. Eastern Time. The conference call number is 888-283-6901 and the pass
code is 5915724. Please call ten minutes in advance to ensure that you are
connected prior to the presentation. The teleconference will also be available
via a live audio cast on the Company’s website, located at www.clearchannel.com.
A replay of the call will be available for 72 hours after the live conference
call. The replay number is 888-203-1112 and the pass code is 5915724. The audio
cast will also be archived on the Company’s website and will be available
beginning 24 hours after the call for a period of one week.
4
19. TABLE 1
FINANCIAL HIGHLIGHTS
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<Table>
<Caption>
Three Months Ended
June 30,
---------------------------------- %
2005 2004 Change
---------------- -------------- ------------
<S> <C> <C> <C>
REVENUE $ 2,458,751 $ 2,485,034 (1%)
Divisional operating expenses 1,790,492 1,760,313
Corporate expenses 48,156 46,581
Non-cash compensation expense 1,675 915
Depreciation and amortization 167,991 167,754
---------------- ----------------
OPERATING INCOME 450,437 509,471 (12%)
Interest expense 105,487 85,403
Gain (loss) on marketable securities 1,610 (5,503)
Equity in earnings of nonconsolidated affiliates 9,834 10,635
Other income (expense) - net 8,453 (2,694)
---------------- ----------------
Income before income taxes 364,847 426,506
Income tax benefit (expense):
Current (108,051) (106,888)
Deferred (36,064) (65,848)
---------------- ----------------
NET INCOME $ 220,732 $ 253,770 (13%)
================ ================
Net Income per share:
BASIC $ 0.41 $ 0.42 (2%)
================ ================
DILUTED $ 0.40 $ 0.41 (2%)
================ ================
Weighted average shares outstanding - diluted 545,090 612,960
</Table>
5
20. TABLE 2
SELECTED BALANCE SHEET INFORMATION
<Table>
<Caption>
(In millions) June 30, 2005 March 31, 2005
------------- --------------
<S> <C> <C>
Cash $ 321.3 $ 271.3
Total Current Assets $ 2,700.6 $ 2,316.6
Net Property, Plant and Equipment $ 3,961.6 $ 4,040.5
Total Assets $ 20,090.7 $ 19,769.7
Current Liabilities (excluding current portion of long-term debt) $ 2,247.7 $ 1,897.0
Long-Term Debt (including current portion of long-term debt) $ 7,896.7 $ 7,732.8
Shareholders’ Equity $ 8,662.1 $ 8,850.0
</Table>
TABLE 3
CAPITAL EXPENDITURES
Capital expenditures for the second quarter of 2005 versus 2004 were:
<Table>
<Caption>
(In millions) June 30, 2005 June 30, 2004
------------- -------------
<S> <C> <C>
Non-revenue producing $ 71.0 $ 47.4
Revenue producing 30.7 38.5
----------- -----------
Total capital expenditures $ 101.7 $ 85.9
=========== ===========
</Table>
The Company defines non-revenue producing capital expenditures as those
expenditures that are required on a recurring basis. Revenue producing capital
expenditures are discretionary capital investments for new revenue streams,
similar to an acquisition.
TABLE 4
LIQUIDITY AND FINANCIAL POSITION
For the six months ended June 30, 2005, cash flow from operating activities was
$774.1 million, cash flow used in investing activities was $236.3 million, and
cash flow used in financing activities was $427.0 million for a net increase in
cash of $110.8 million.
At June 30, 2005, Clear Channel had long-term debt of:
<Table>
<Caption>
(In millions) June 30, 2005
-------------
<S> <C>
Bank Credit Facilities $ 916.8
Public Notes 6,814.1
Other Debt 165.8
-------------
Total $ 7,896.7
=============
</Table>
Leverage, defined as debt*, net of cash, divided by the trailing 12-month pro
forma EBITDA**, was 3.4x at June 30, 2005.
At June 30, 2005, 70% of the Company’s debt bears interest at fixed rates and
30% of the Company’s debt bears interest at floating rates based upon LIBOR. The
Company’s weighted average cost of debt at June 30, 2005 was 5.6%.
----------
* As defined by Clear Channel’s credit facility, debt is long-term debt of
$7,897 million plus letters of credit of $241 million; guarantees of third party
debt of $13 million; net original issue discount/premium of $10 million;
deferred purchase consideration of $10 million included in other long-term
liabilities; less the fair value of interest rate swaps of $4 million; and less
purchase accounting premiums of $12 million. ** As defined by Clear Channel’s
credit facilities, pro forma EBITDA is the trailing twelve-month EBITDA adjusted
to include EBITDA of any assets acquired in the trailing twelve-month period.
6
21. As of August 9, 2005, Clear Channel has approximately $332.5 million available
on its bank credit facility. The Company does not have any public debt maturing
during the remainder of 2005. The Company may utilize existing capacity under
its bank facilities and other available funds for future maturities or
redemptions of debt. Redemptions or repurchases will occur through open market
purchases, privately negotiated transactions, or other means.
SUPPLEMENTAL DISCLOSURE REGARDING NON-GAAP FINANCIAL INFORMATION
TABLE 5
OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION
(D&A) AND NON-CASH COMPENSATION EXPENSE
The following tables set forth Clear Channel’s Operating Income, D&A and
Non-cash compensation expense for the three months ended June 30, 2005 and 2004.
The Company defines quot;Operating Income before D&A and Non-cash compensation
expensequot; as net income adjusted to exclude the following line items presented in
its Statement of Operations: Income tax benefit (expense); Other income
(expense) - net; Equity in earnings of nonconsolidated affiliates; Gain (loss)
on marketable securities; Interest expense; D&A; and, Non-cash compensation
expense.
The Company uses Operating Income before D&A and Non-cash compensation expense,
among other things, to evaluate the Company’s operating performance. This
measure is among the primary measures used by management for planning and
forecasting of future periods, as well as for measuring performance for
compensation of executives and other members of management. This measure is an
important indicator of the Company’s operational strength and performance of its
business because it provides a link between profitability and cash flows from
operating activities. It is also a primary measure used by management in
evaluating companies as potential acquisition targets.
The Company believes the presentation of this measure is relevant and useful for
investors because it allows investors to view performance in a manner similar to
the method used by the Company’s management. It helps improve investors’ ability
to understand the Company’s operating performance and makes it easier to compare
the Company’s results with other companies that have different capital
structures or tax rates. In addition, this measure is also among the primary
measures used externally by the Company’s investors, analysts and peers in its
industry for purposes of valuation and comparing the operating performance of
the Company to other companies in its industry. Additionally, the Company’s bank
credit facilities use this measure for compliance with leverage covenants.
Since Operating Income before D&A and Non-cash compensation expense is not a
measure calculated in accordance with GAAP, it should not be considered in
isolation of, or as a substitute for, net income as an indicator of operating
performance and may not be comparable to similarly titled measures employed by
other companies. Operating Income, D&A and Non-cash compensation expense are all
financial statement line items included on the Company’s statement of earnings.
Operating Income before D&A and Non-cash compensation expense is not necessarily
a measure of the Company’s ability to fund its cash needs. As it excludes
certain financial information compared with operating income and net income
(loss), the most directly comparable GAAP financial measure, users of this
financial information should consider the types of events and transactions,
which are excluded.
As required by the SEC, the Company provides reconciliations below of Operating
Income before D&A and Non-cash compensation expense for each segment to such
segment’s operating income; Operating Income before D&A and Non-cash
compensation expense to net income, the most directly comparable amounts
reported under GAAP; and, Net Income and Diluted Earnings Per Share excluding
certain items, if applicable.
7
22. <Table>
<Caption>
Non-cash Operating Income before
(In thousands) Operating income compensation Depreciation D&A and Non-cash
(loss) expense and amortization compensation expense
------ ------- ---------------- --------------------
<S> <C> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 2005
Radio Broadcasting $ 343,282 $ -- $ 34,430 $ 377,712
Outdoor Advertising 127,081 -- 96,562 223,643
Live Entertainment 23,434 -- 14,825 38,259
Other 11,257 -- 17,388 28,645
Corporate (54,617) 1,675 4,786 (48,156)
-------------- ------------- --------------- ----------------
Consolidated $ 450,437 $ 1,675 $ 167,991 $ 620,103
============= ============= =============== ===============
THREE MONTHS ENDED JUNE 30, 2004
Radio Broadcasting $ 405,848 $ 232 $ 37,975 $ 444,055
Outdoor Advertising 113,754 -- 92,806 206,560
Live Entertainment 25,647 -- 14,895 40,542
Other 16,706 -- 16,858 33,564
Corporate (52,484) 683 5,220 (46,581)
-------------- ------------- --------------- ----------------
Consolidated $ 509,471 $ 915 $ 167,754 $ 678,140
============= ============= =============== ===============
</Table>
TABLE 6
RECONCILIATION OF OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION (D&A)
AND NON-CASH COMPENSATION EXPENSE TO NET INCOME
<Table>
<Caption>
(In thousands) THREE MONTHS ENDED JUNE 30,
2005 2004
----------------- -----------------
<S> <C> <C>
Operating Income before D&A and Non-cash compensation expense
$ 620,103 $ 678,140
Non-cash compensation expense 1,675 915
Depreciation & amortization 167,991 167,754
----------------- -----------------
Operating Income 450,437 509,471
Interest expense 105,487 85,403
Gain (loss) on marketable securities 1,610 (5,503)
Equity in earnings of nonconsolidated affiliates 9,834 10,635
Other income (expense) - net 8,453 (2,694)
----------------- ------------------
Income before income taxes 364,847 426,506
Income tax (expense) benefit:
Current (108,051) (106,888)
Deferred (36,064) (65,848)
------------------ ------------------
Net income $ 220,732 $ 253,770
================= =================
</Table>
ABOUT CLEAR CHANNEL COMMUNICATIONS
Clear Channel Communications, Inc. (NYSE:CCU) is a global media and
entertainment company specializing in quot;gone from homequot; entertainment and
information services for local communities and premiere opportunities for
advertisers. Based in San Antonio, Texas, the company’s businesses include
radio, outdoor displays, live entertainment events and venues, and television
stations. See us on the web at www.clearchannel.com.
For further information contact:
Investors - Randy Palmer, Senior Vice President of Investor Relations, (210)
832-3315 or Media - Lisa Dollinger, Chief Communications Officer, (210) 832-3474
8
23. or visit our web-site at http://www.clearchannel.com.
CERTAIN STATEMENTS IN THIS DOCUMENT CONSTITUTE quot;FORWARD-LOOKING STATEMENTSquot;
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
CLEAR CHANNEL COMMUNICATIONS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,
PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. THE WORDS OR PHRASES quot;GUIDANCE,quot; quot;BELIEVE,quot; quot;EXPECT,quot; quot;ANTICIPATE,quot;
quot;ESTIMATESquot; AND quot;FORECASTquot; AND SIMILAR WORDS OR EXPRESSIONS ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. IN ADDITION, ANY STATEMENTS THAT REFER
TO EXPECTATIONS OR OTHER CHARACTERIZATIONS OF FUTURE EVENTS OR CIRCUMSTANCES ARE
FORWARD-LOOKING STATEMENTS. THE COMPANY CANNOT PROVIDE ANY ASSURANCE THAT THE
IPO OF CLEAR CHANNEL OUTDOOR, THE SPIN-OFF OF CLEAR CHANNEL ENTERTAINMENT OR THE
PAYMENT OF THE ONE-TIME/SPECIAL DIVIDEND WILL BE COMPLETED, OR THE TERMS OF
WHICH ALL OF THE TRANSACTIONS WILL BE CONSUMMATED. VARIOUS RISKS THAT COULD
CAUSE FUTURE RESULTS TO DIFFER FROM THOSE EXPRESSED BY THE FORWARD-LOOKING
STATEMENTS INCLUDED IN THIS DOCUMENT INCLUDE, BUT ARE NOT LIMITED TO: RISKS
INHERENT IN THE CONTEMPLATED IPO, SPIN-OFF, CASH DIVIDENDS OR BORROWINGS; COSTS
RELATED TO THE PROPOSED TRANSACTIONS; DISTRACTION OF THE COMPANY AND ITS
MANAGEMENT TEAM AS A RESULT OF THE PROPOSED TRANSACTIONS; CHANGES IN BUSINESS,
POLITICAL AND ECONOMIC CONDITIONS IN THE U.S. AND IN OTHER COUNTRIES IN WHICH
CLEAR CHANNEL COMMUNICATIONS CURRENTLY DOES BUSINESS (BOTH GENERAL AND RELATIVE
TO THE ADVERTISING AND ENTERTAINMENT INDUSTRIES); FLUCTUATIONS IN INTEREST
RATES; CHANGES IN OPERATING PERFORMANCE; SHIFTS IN POPULATION AND OTHER
DEMOGRAPHICS; CHANGES IN THE LEVEL OF COMPETITION FOR ADVERTISING DOLLARS;
FLUCTUATIONS IN OPERATING COSTS; TECHNOLOGICAL CHANGES AND INNOVATIONS; CHANGES
IN LABOR CONDITIONS; CHANGES IN GOVERNMENTAL REGULATIONS AND POLICIES AND
ACTIONS OF REGULATORY BODIES; FLUCTUATIONS IN EXCHANGE RATES AND CURRENCY
VALUES; CHANGES IN TAX RATES; AND CHANGES IN CAPITAL EXPENDITURE REQUIREMENTS;
ACCESS TO CAPITAL MARKETS AND CHANGES IN CREDIT RATINGS. OTHER UNKNOWN OR
UNPREDICTABLE FACTORS ALSO COULD HAVE MATERIAL ADVERSE EFFECTS ON CLEAR CHANNEL
COMMUNICATIONS’, CLEAR CHANNEL OUTDOOR’S AND CLEAR CHANNEL ENTERTAINMENT’S
FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS. IN LIGHT OF THESE RISKS,
UNCERTAINTIES, ASSUMPTIONS AND FACTORS, THE FORWARD-LOOKING EVENTS DISCUSSED IN
THIS DOCUMENT MAY NOT OCCUR. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE STATED, OR IF
NO DATE IS STATED, AS OF THE DATE OF THIS DOCUMENT. OTHER KEY RISKS ARE
DESCRIBED IN CLEAR CHANNEL COMMUNICATIONS’ REPORTS FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION, INCLUDING IN THE SECTION ENTITLED quot;ITEM 1.
BUSINESS - RISK FACTORSquot; OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 2004. EXCEPT AS OTHERWISE STATED IN THIS DOCUMENT, CLEAR
CHANNEL COMMUNICATIONS DOES NOT UNDERTAKE ANY OBLIGATION TO PUBLICLY UPDATE OR
REVISE ANY FORWARD-LOOKING STATEMENTS BECAUSE OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE.
A REGISTRATION STATEMENT RELATING TO THE IPO OF CLEAR CHANNEL OUTDOOR COMMON
STOCK AND AN INFORMATION STATEMENT RELATING TO THE SPIN-OFF OF CLEAR CHANNEL
ENTERTAINMENT WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THIS DOCUMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF CLEAR CHANNEL
OUTDOOR COMMON STOCK IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE. ANY SUCH OFFERING OF SECURITIES WILL BE MADE ONLY BY
MEANS OF A PROSPECTUS INCLUDED IN THE REGISTRATIONS STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
9