Clear Channel Outdoor Holdings Inc.

02/26/2024 | Press release | Distributed by Public on 02/26/2024 05:01

Clear Channel Outdoor Holdings, Inc. Reports Results for the Fourth Quarter and Full Year of 2023

SAN ANTONIO, Feb. 26, 2024/PRNewswire/ -- Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the "Company") today reported financial results for the quarter and year ended December 31, 2023.

"Our fourth quarter consolidated revenue of $632.1 million increased 12.4%, or 10.8% excluding movements in foreign exchange rates, reflecting improving business trends and solid execution from our operating team. The Airports and Europe-North segments both performed very strongly, while the America segment returned to growth in the quarter. We see those trends continuing with the America segment, in particular, accelerating into the new year," said Scott Wells, Chief Executive Officer of Clear Channel Outdoor Holdings, Inc. "We are delivering on our strategic roadmap to transform into a technology-fueled, visual media powerhouse reaching a growing audience.

"In the year ahead, we remain focused on driving our key initiatives to focus our organization on our higher-margin U.S. markets. The sale process of our Europe-North segment is ongoing, and we have initiated a sale process for our Latin American businesses. We are also evaluating paths to optimize our cost structure, while strategically investing in our technology and digital infrastructure. We believe these efforts will increase operating leverage in our business and enhance our ability to organically grow Adjusted EBITDA and free cash flow. These efforts all reflect our priority to reduce leverage over the next few years.

"The out-of-home industry is forecasted to deliver healthy growth in 2024, and we are optimistic about our outlook given the improving climate in our largest markets and the strength of our Airports segment, coupled with the investments we have made to expand the range of advertisers we serve. We remain committed to maintaining ample liquidity on our balance sheet and operating in a disciplined manner."

Financial Highlights:

Financial highlights for the fourth quarter of 2023 as compared to the same period of 2022, including financial highlights excluding movements in foreign exchange rates ("FX")1:

(In millions)

Three Months Ended
December 31, 2023


% Change

Revenue:




Consolidated Revenue2

$ 632.1


12.4 %

Excluding movements in FX1,2

623.1


10.8 %

AmericaRevenue

298.5


0.5 %

AirportsRevenue

111.2


44.3 %

Europe-NorthRevenue

191.8


17.8 %

Excluding movements in FX1

184.6


13.4 %





Net Income:




Income from Continuing Operations

25.4


(76.2) %





Adjusted EBITDA1:




Adjusted EBITDA1,2

190.0


9.2 %

Excluding movements in FX1,2

188.0


8.1 %

AmericaSegment Adjusted EBITDA3

136.2


0.6 %

AirportsSegment Adjusted EBITDA3

30.1


42.7 %

Europe-NorthSegment Adjusted EBITDA3

52.5


17.5 %

Excluding movements in FX1

50.5


13.1 %



1

This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for more information.

2

Financial highlights exclude results of discontinued operations. See "Dispositions and Discontinued Operations" section herein for more information.

3

Segment Adjusted EBITDA is a GAAP financial measure. See "Supplemental Disclosures" section herein for more information.

Dispositions and Discontinued Operations:

During the first three quarters of 2023, we sold our businesses in Switzerland and Italy (on March 31 and May 31, respectively) for aggregate cash proceeds, net of direct costs to transact the sales and cash sold, of $89.2 million. In May 2023, we also entered into an agreement to sell our business in Spain for cash consideration of approximately $64.3 million. This transaction is expected to close in 2024, upon satisfaction of regulatory approval and other customary closing conditions. We are using the net proceeds from these sales, after payment of transaction-related fees and expenses, to improve liquidity and increase financial flexibility of the business as permitted under our debt agreements.

On October 31, 2023, we sold our business in France to Equinox Industries ("Equinox"). We delivered our business in France to Equinox with $44.5 million of cash, subject to adjustment for related customary items, tax and other costs, to support ongoing operations of the business, and Equinox assumed the $29.7 million state-guaranteed loan held by Clear Channel France. In December 2023, Equinox repaid us $4.9 million to satisfy certain post-closing obligations. Additionally, we incurred certain direct costs to transact the sale. In total, cash delivered to the buyer (net of the repayment) and payment of these additional direct costs was $43.0 million, with an additional $0.8 million of accrued direct costs to be paid in 2024.

During 2023, our plan to sell these businesses (collectively comprising our entire Europe-South segment) met the criteria to be reported as discontinued operations. As a result, each of the Europe-South segment businesses has been reclassified to discontinued operations in our financial statements for all periods presented, resulting in changes to the presentation of certain amounts for prior periods. The discussion in this earnings release presents the results of continuing operations and excludes amounts related to discontinued operations for all periods presented, unless otherwise noted.

International Sales Processes:

We have initiated processes to sell the businesses in our Europe-North segment and in Latin America. There can be no assurance that these processes will result in any additional transactions or particular outcomes. We have not set a timetable for completion of these processes, may suspend the processes at any time and do not intend to make further announcements regarding the processes unless and until our Board approves a course of action for which further disclosure is appropriate.

Guidance:

Our expectations for the first quarter and full year of 2024 are as follows:


First Quarter of 2024


% change from prior year

(in millions)

Low


High


Low


High

Consolidated Revenue1,2

$ 465


$ 490


6 %


12 %

America

245


255


4 %


8 %

Airports

74


79


38 %


47 %

Europe-North1

130


140


1 %


9 %



1

Excludes movements in FX

2

Excludes results of discontinued operations


Full Year of 2024


% change from prior year

(in millions)

Low


High


Low


High

Consolidated Revenue1,2

$ 2,200


$ 2,260


3 %


6 %

America

1,135


1,165


3 %


6 %

Airports

345


360


11 %


16 %

Europe-North1

635


655


2 %


6 %

Loss from Continuing Operations1

(131)


(101)


(17) %


(36) %

Adjusted EBITDA1,2,3

550


585


3 %


9 %

Adjusted Funds from Operations ("AFFO")1,2,3

75


100


(10) %


20 %

Capital Expenditures2

130


150


(10) %


4 %



1

Excludes movements in FX

2

Excludes results of discontinued operations

3

This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for more information.

Expected results and estimates may be impacted by factors outside of the Company's control, and actual results may be materially different from this guidance. See "Cautionary Statement Concerning Forward-Looking Statements" herein.

Results:

Results provided herein exclude amounts related to discontinued operations for all periods presented.

Revenue:

(In thousands)

Three Months Ended

December 31,


%

Change


Year Ended

December 31,


%

Change


2023


2022



2023


2022


Revenue:












America

$ 298,520


$ 297,069


0.5 %


$ 1,100,846


$ 1,105,552


(0.4) %

Airports

111,213


77,095


44.3 %


311,605


256,402


21.5 %

Europe-North

191,779


162,781


17.8 %


619,557


566,119


9.4 %

Other

30,602


25,302


20.9 %


95,132


85,955


10.7 %

Consolidated Revenue

$ 632,114


$ 562,247


12.4 %


$ 2,127,140


$ 2,014,028


5.6 %













Revenue excluding movements in FX1:












America

$ 298,520


$ 297,069


0.5 %


$ 1,100,846


$ 1,105,552


(0.4) %

Airports

111,213


77,095


44.3 %


311,605


256,402


21.5 %

Europe-North

184,559


162,781


13.4 %


618,716


566,119


9.3 %

Other

28,791


25,302


13.8 %


89,674


85,955


4.3 %

Consolidated Revenue excluding
movements in FX

$ 623,083


$ 562,247


10.8 %


$ 2,120,841


$ 2,014,028


5.3 %


1 This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for more information.

Revenue for the fourth quarter of 2023, as compared to the same period of 2022:

America: Revenue up 0.5%:

  • Billboards revenue up driven by digital deployments and programmatic growth
  • Digital revenue up 2.4% to $114.0 million from $111.3 million
  • National sales comprised 37.1% of America revenue, compared to 36.7% in the prior year

Airports: Revenue up 44.3%:

  • Revenue up across most airports and verticals; increased demand and continued investment in digital infrastructure
  • Digital revenue up 57.9% to $73.1 million from $46.3 million
  • National sales comprised 58.9% of Airports revenue, compared to 56.0% in the prior year

Europe-North: Revenue up 17.8%; excluding movements in FX, up 13.4%:

  • Revenue up across all products and countries, most notably the U.K. and Belgium, driven by increased demand, deployment of additional digital displays and new contracts
  • Digital revenue up 22.9% to $109.7 million from $89.2 million; digital revenue, excluding movements in FX, up 17.9% to $105.2 million

Other: Revenue up 20.9%; excluding movements in FX, up 13.8%:

  • Higher revenue in Brazil and Mexico

Direct Operating and SG&A Expenses1:

(In thousands)

Three Months Ended

December 31,


%

Change


Year Ended

December 31,


%

Change


2023


2022



2023


2022


Direct operating and SG&A expenses:

America

$ 162,863


$ 162,218


0.4 %


$ 633,021


$ 607,618


4.2 %

Airports

81,109


55,998


44.8 %


243,383


195,538


24.5 %

Europe-North

140,479


118,067


19.0 %


507,185


462,787


9.6 %

Other

23,380


18,254


28.1 %


80,740


73,625


9.7 %

Consolidated Direct operating and
SG&A expenses2

$ 407,831


$ 354,537


15.0 %


$ 1,464,329


$ 1,339,568


9.3 %













Direct operating and SG&A expenses excluding movements in FX3:

America

$ 162,863


$ 162,218


0.4 %


$ 633,021


$ 607,618


4.2 %

Airports

81,109


55,998


44.8 %


243,383


195,538


24.5 %

Europe-North

135,224


118,067


14.5 %


509,520


462,787


10.1 %

Other

22,130


18,254


21.2 %


76,632


73,625


4.1 %

Consolidated Direct operating and
SG&A expenses excluding
movements in FX

$ 401,326


$ 354,537


13.2 %


$ 1,462,556


$ 1,339,568


9.2 %



1

"Direct operating and SG&A expenses" as presented throughout this earnings release refers to the sum of direct operating expenses (excluding depreciation and amortization) and selling, general and administrative expenses (excluding depreciation and amortization).

2

Includes restructuring and other costs of $2.2 million and $0.4 million during the three months ended December 31, 2023 and 2022, respectively, and $3.1 million and $1.8 million during the years ended December 31, 2023 and 2022, respectively.

3

This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for more information.

Direct operating and SG&A expenses for the fourth quarter of 2023, as compared to the same period of 2022:

America: Direct operating and SG&A expenses up 0.4%:

  • Site lease expense up 2.1% to $89.5 million from $87.7 million driven by lower rent abatements
  • Offset by lower property taxes related to a legal settlement, maintenance costs and credit loss expense

Airports: Direct operating and SG&A expenses up 44.8%:

  • Site lease expense up 46.4% to $64.9 million from $44.3 million driven by higher revenue
  • Higher variable incentive compensation costs

Europe-North: Direct operating and SG&A expenses up 19.0%; excluding movements in FX, up 14.5%:

  • Site lease expense up 15.7% to $63.5 million from $54.9 million; site lease expense, excluding movements in FX, up 12.0% to $61.5 million driven by higher revenue
  • Higher property taxes and compensation costs

Other: Direct operating and SG&A expenses up 28.1%; excluding movements in FX, up 21.2%:

  • Higher site lease expense driven by lower rent abatements and higher revenue
  • Restructuring costs to reduce scale of Singapore business following loss of contract

Corporate Expenses1:

(In thousands)

Three Months Ended

December 31,


%

Change


Year Ended

December 31,


%

Change


2023


2022



2023


2022


Corporate expenses2

$ 42,897


$ 38,529


11.3 %


$ 172,324


$ 161,852


6.5 %

Corporate expenses excluding
movements in FX3

42,282


38,529


9.7 %


172,123


161,852


6.3 %



1

Certain costs that were historically allocated to the Company's Europe-South segment and reported within SG&A expenses, totaling $0.9 million and $4.7 million during the three and twelve months ended December 31, 2022, respectively, have been deemed to be costs of continuing operations and are now reported within corporate expenses for all periods presented.

2

Includes restructuring and other costs of $1.2 million and $0.3 million during the three months ended December 31, 2023 and 2022, respectively, and $21.3 million and $10.0 million during the years ended December 31, 2023 and 2022, respectively. Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of the Company's former indirect, non-wholly-owned subsidiary, Clear Media Limited.

3

This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for more information.

Corporate expenses for the fourth quarter of 2023, as compared to the same period of 2022, up 11.3%; excluding movements in FX, up 9.7%, driven by higher employee compensation costs.

Income (Loss) from Continuing Operations:

(In thousands)

Three Months Ended

December 31,


%

Change


Year Ended

December 31,


%

Change


2023


2022



2023


2022


Income (loss) from continuing
operations1

$ 25,386


$ 106,496


(76.2) %


$ (157,107)


$ (47,303)


NM



1

Percentage changes that are so large as to not be meaningful have been designated as "NM."

Adjusted EBITDA1:

(In thousands)

Three Months Ended

December 31,


%

Change


Year Ended

December 31,


%

Change


2023


2022



2023


2022


Segment Adjusted EBITDA2:

America

$ 136,157


$ 135,328


0.6 %


$ 468,370


$ 499,390


(6.2) %

Airports

30,106


21,097


42.7 %


68,226


60,864


12.1 %

Europe-North

52,453


44,623


17.5 %


114,303


103,654


10.3 %

Other

7,804


7,048


10.7 %


14,974


12,330


21.4 %

Total Segment Adjusted EBITDA

226,520


208,096


8.9 %


665,873


676,238


(1.5) %

Adjusted Corporate expenses1,3

(36,533)


(34,150)


7.0 %


(130,657)


(131,377)


(0.5) %

Adjusted EBITDA1

$ 189,987


$ 173,946


9.2 %


$ 535,216


$ 544,861


(1.8) %













Segment Adjusted EBITDA excluding movements in FX1:

America

$ 136,157


$ 135,328


0.6 %


$ 468,370


$ 499,390


(6.2) %

Airports

30,106


21,097


42.7 %


68,226


60,864


12.1 %

Europe-North

50,465


44,623


13.1 %


111,105


103,654


7.2 %

Other

7,234


7,048


2.6 %


13,615


12,330


10.4 %

Total Segment Adjusted EBITDA

223,962


208,096


7.6 %


661,316


676,238


(2.2) %

Adjusted Corporate expenses excluding
movements in FX1,3

(35,973)


(34,150)


5.3 %


(130,527)


(131,377)


(0.6) %

Adjusted EBITDA excluding
movements in FX1

$ 187,989


$ 173,946


8.1 %


$ 530,789


$ 544,861


(2.6) %



1

This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for more information.

2

Segment Adjusted EBITDA is a GAAP financial measure. See "Supplemental Disclosures" section herein for more information.

3

Certain costs that were historically included in Segment Adjusted EBITDA for the Europe-South segment have been deemed to be costs of continuing operations
and have been reclassified to Adjusted Corporate expenses for all periods presented.

AFFO1:

(In thousands)

Three Months Ended

December 31,


%

Change


Year Ended

December 31,


%

Change


2023


2022



2023


2022


AFFO1

$ 73,207


$ 56,226


30.2 %


$ 83,014


$ 163,987


(49.4) %

AFFO excluding movements in FX1

71,598


56,226


27.3 %


78,561


163,987


(52.1) %



1

This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for more information.

Capital Expenditures:

(In thousands)

Three Months Ended

December 31,


%

Change


Year Ended

December 31,


%

Change


2023


2022



2023


2022


America

$ 23,587


$ 27,278


(13.5) %


$ 75,431


$ 79,529


(5.2) %

Airports

9,668


7,929


21.9 %


20,050


25,298


(20.7) %

Europe-North

10,286


11,580


(11.2) %


29,284


34,025


(13.9) %

Other

1,887


2,044


(7.7) %


6,421


4,571


40.5 %

Corporate

2,922


3,249


(10.1) %


13,600


12,245


11.1 %

Consolidated capital expenditures

$ 48,350


$ 52,080


(7.2) %


$ 144,786


$ 155,668


(7.0) %

Markets and Displays:

As of December 31, 2023, we operated more than 325,000 print and digital out-of-home advertising displays in 19 countries as part of our continuing operations, with the majority of our revenue generated by operations in the U.S. and Europe. As of December 31, 2023, we had presence in 84 Designated Market Areas ("DMAs") in the U.S., including 43 of the top 50 U.S. markets, and in 12 countries throughout Europe, excluding markets that are considered discontinued operations.


Number of digital
displays added, net,
in fourth quarter


Total number of displays as of December 31, 2023



Digital


Printed


Total

America1:








Billboards2

30


1,831


33,831


35,662

Other displays3

(6)


606


13,306


13,912

Airports4

(70)


2,453


10,426


12,879

Europe-North

98


15,256


241,590


256,846

Other

3


1,223


5,402


6,625

Total displays

55


21,369


304,555


325,924



1

As of December 31, 2023, our America segment had presence in 28 U.S. DMAs.

2

Billboards includes bulletins, posters, spectaculars and wallscapes.

3

Other displays includes street furniture and transit displays.

4

As of December 31, 2023, our Airports segment had displays across nearly 200 commercial and private airports in the U.S. and the Caribbean.

Clear Channel International B.V.

Clear Channel International B.V. ("CCIBV"), an indirect wholly-owned subsidiary of the Company and the issuer of our 6.625% Senior Secured Notes due 2025 (the "CCIBV Senior Secured Notes"), includes the operations of our Europe-North and Europe-South segments, as well as Singapore, which is included in "Other." The financial results of Singapore are immaterial to the results of CCIBV. Revenue and the scale of the Company's business in Singapore will be reduced in 2024 due to the loss of a contract, which terminated on December 31, 2023.

As the businesses in the Europe-South segment are considered discontinued operations, results of these businesses are now reported as a separate component of Consolidated net income (loss) in the CCIBV Consolidated Statements of Income (Loss) for all periods presented and are excluded from the discussion below.

CCIBV results from continuing operations for the fourth quarter of 2023 as compared to the same period of 2022 are as follows:

  • CCIBV revenue increased 17.0% to $198.1 million from $169.3 million. Excluding the $7.4 million impact of movements in FX, CCIBV revenue increased 12.6% driven by higher revenue in our Europe-North segment, as described in the above "Results" section of this earnings release. Singapore represented approximately 3% of CCIBV revenue from continuing operations for the three months ended December 31, 2023.
  • CCIBV operating income was $31.2 million compared to $22.1 million in the same period of 2022.

Liquidity and Financial Position:

Cash and Cash Equivalents:

As of December 31, 2023, we had $251.7 million of cash on our balance sheet, including $84.3 million of cash held outside the U.S. (excludes cash held by our business in Spain, which is discontinued operations).

The following table summarizes our cash flows for the year ended December 31, 2023 on a consolidated basis, including both continuing and discontinued operations:

(In thousands)

Year Ended

December 31, 2023

Net cash provided by operating activities

$ 31,254

Net cash used for investing activities1

(119,573)

Net cash provided by financing activities

45,638

Effect of exchange rate changes on cash, cash equivalents and restricted cash

4,540

Net decrease in cash, cash equivalents and restricted cash

$ (38,141)



Cash paid for interest

$ 404,398

Cash paid for income taxes, net of refunds

$ 10,346



1

Includes proceeds from the disposition of businesses, net of costs to sell and cash sold, of $46.1 million and capital expenditures for discontinued operations of $21.8 million.

Debt:

We anticipate having cash interest payment obligations of approximately $448 million in 2024 and $408 million in 2025, assuming that we do not refinance or incur additional debt. The expected increase in cash interest payments in 2024 is largely due to differences in the timing of interest payments between the newly-issued CCOH 9.000% Senior Notes and the refinanced portion of the Term Loan.

Our next debt maturity is in August 2025 when the CCIBV Senior Secured Notes become due. Please refer to Table 3 in this earnings release for additional detail regarding our outstanding debt balance.

TABLE 1 - Financial Highlights of Clear Channel Outdoor Holdings, Inc. and its Subsidiaries:


(In thousands)

Three Months Ended

December 31,


Year Ended

December 31,


2023


2022


2023


2022

Revenue

$ 632,114


$ 562,247


$ 2,127,140


$ 2,014,028

Operating expenses:








Direct operating expenses1

302,480


260,637


1,092,686


981,979

Selling, general and administrative expenses1

105,351


93,900


371,643


357,589

Corporate expenses1

42,897


38,529


172,324


161,852

Depreciation and amortization

55,419


65,483


241,828


217,835

Impairment charges

-


-


-


22,676

Other operating expense, net

1,647


1,457


11,769


2,133

Operating income

124,320


102,241


236,890


269,964

Interest expense, net

(106,810)


(98,895)


(421,434)


(360,599)

Gain on extinguishment of debt

-


-


3,817


-

Other income (expense), net

2,681


23,203


6,403


(37,060)

Income (loss) from continuing operations before income taxes

20,191


26,549


(174,324)


(127,695)

Income tax benefit attributable to continuing operations

5,195


79,947


17,217


80,392

Income (loss) from continuing operations

25,386


106,496


(157,107)


(47,303)

Income (loss) from discontinued operations2

617


(7,058)


(151,709)


(47,085)

Consolidated net income (loss)

26,003


99,438


(308,816)


(94,388)

Less: Net income attributable to noncontrolling interests

1,226


753


2,106


2,216

Net income (loss) attributable to the Company

$ 24,777


$ 98,685


$ (310,922)


$ (96,604)



1

Excludes depreciation and amortization.

2

Loss from discontinued operations for the year ended December 31, 2023 includes a loss of $212.0 million on the sale of our former business in France, partially offset by gains of $96.4 million and $11.2 million from the sales of our former businesses in Switzerland and Italy, respectively. Income (loss) from discontinued operations also reflects the net income (loss) collectively generated by operations of our Europe-South segment during the respective period and income tax expense driven by the sale of these businesses.

Weighted Average Shares Outstanding


(In thousands)

Three Months Ended

December 31,


Year Ended

December 31,


2023


2022


2023


2022

Weighted average common shares outstanding - Basic

483,027


476,069


481,727


474,362

Weighted average common shares outstanding - Diluted

489,132


481,664


481,727


474,362

TABLE 2 - Selected Balance Sheet Information:


(In thousands)

December 31,
2023


December 31,
2022

Cash and cash equivalents

$ 251,652


$ 282,232

Total current assets1

957,401


1,120,916

Net property, plant and equipment

666,344


672,113

Total assets2

4,722,475


5,086,011

Current liabilities (excluding current portion of long-term debt)3

883,116


1,100,337

Long-term debt (including current portion of long-term debt)

5,631,903


5,561,901

Stockholders' deficit

(3,450,743)


(3,262,806)



1

Total current assets includes assets of discontinued operations of $131.3 million and $322.5 million at December 31, 2023 and December 31, 2022, respectively.

2

Total assets includes assets of discontinued operations of $131.3 million and $538.1 million at December 31, 2023 and December 31, 2022, respectively.

3

Current liabilities includes liabilities of discontinued operations of $68.8 million and $356.1 million at December 31, 2023 and December 31, 2022, respectively.

TABLE 3 - Total Debt:


(In thousands)

December 31,
2023


December 31,
2022

Debt:




Term Loan Facility Due 20261,2

$ 1,260,000


$ 1,935,000

Revolving Credit Facility Due 20263

-


-

Receivables-Based Credit Facility Due 20264

-


-

Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027

1,250,000


1,250,000

Clear Channel Outdoor Holdings 9.000% Senior Secured Notes Due 20282

750,000


-

Clear Channel Outdoor Holdings 7.750% Senior Notes Due 20285

995,000


1,000,000

Clear Channel Outdoor Holdings 7.500% Senior Notes Due 20295

1,040,000


1,050,000

Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025

375,000


375,000

Finance leases

4,202


4,682

Original issue discount

(2,690)


(5,596)

Long-term debt fees

(39,609)


(47,185)

Total debt

5,631,903


5,561,901

Less: Cash and cash equivalents

(251,652)


(282,232)

Net debt

$ 5,380,251


$ 5,279,669



1

The term loans under the Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the balance being payable on August 23, 2026. In accordance with these terms, we paid $10.0 million of the outstanding principal on the Term Loan Facility during the six months ended June 30, 2023. In August 2023, we made a prepayment, described in note (2) to this table, that satisfied the remaining quarterly payment obligations.

2

On August 22, 2023, we issued $750.0 million aggregate principal amount of 9.000% Senior Secured Notes due 2028. On the same date, we used a portion of the net proceeds from this issuance to prepay $665.0 million of outstanding principal on the Term Loan Facility.

3

In June 2023, the Senior Secured Credit Agreement was amended, extending the maturity date of the Revolving Credit Facility to August 2026 and reducing the aggregate revolving credit commitments of the Revolving Credit Facility to $150.0 million. The full $150.0 million will be available through August 23, 2024, and $115.8 million will be available through August 23, 2026. As of December 31, 2023, we had $43.2 million of letters of credit outstanding and $106.8 million of excess availability under the Revolving Credit Facility.

4

In June 2023, the Receivables-Based Credit Agreement was amended, extending its maturity to August 2026 and increasing its aggregate revolving credit commitments to $175.0 million. (The borrowing limit of the Receivables-Based Credit Facility is equal to the lesser of $175.0 million and the borrowing base, which is calculated based on our accounts receivable balance each period in accordance with our Receivables-Based Credit Agreement.) As of December 31, 2023, we had $47.6 million of letters of credit outstanding and $127.4 million of excess availability under the Receivables-Based Credit Facility.

5

In September 2023, we repurchased in the open market $5.0 million of the CCOH 7.750% Senior Notes and $10.0 million of the CCOH 7.500% Senior Notes. The repurchased notes are held by a subsidiary of the Company and have not been cancelled.

Supplemental Disclosures:

Reportable Segments and Segment Adjusted EBITDA

The Company has four reportable segments, which it believes best reflect how the Company is currently managed: America, which consists of the Company's U.S. operations excluding airports; Airports, which includes revenue from U.S. and Caribbean airports; Europe-North, which consists of operations in the U.K., the Nordics and several other countries throughout northern and central Europe; and Europe-South, which consists of operations in Spain, and prior to their sales on March 31, 2023, May 31, 2023 and October 31, 2023, respectively, Switzerland, Italy and France. The Company's remaining operations in Latin America and Singapore are disclosed as "Other." As described in the "Dispositions and Discontinued Operations" section of this earnings release, the Company's Europe-South segment met the criteria to be reported as discontinued operations during 2023. As such, results of this segment are excluded from this earnings release, which only reflects continuing operations, for all periods presented.

Segment Adjusted EBITDA is the profitability metric reported to the Company's chief operating decision maker for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Segment Adjusted EBITDA is a GAAP financial measure that is calculated as Revenue less Direct operating expenses and SG&A expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost savings initiatives such as severance, consulting and termination costs and other special costs.

Non-GAAP Financial Information

This earnings release includes information that does not conform to U.S. generally accepted accounting principles ("GAAP"), including Adjusted EBITDA, Adjusted Corporate expenses, Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO"). The Company presents this information because the Company believes these non-GAAP measures help investors better understand the Company's operating performance as compared to other out-of-home advertisers, and these metrics are widely used by such companies in practice. Please refer to the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures below.

The Company defines, and uses, these non-GAAP financial measures as follows:

  • Adjusted EBITDA is defined as income (loss) from continuing operations, plus: income tax expense (benefit) attributable to continuing operations; all non-operating expenses (income), including other expense (income), gain on extinguishment of debt and interest expense, net; other operating expense (income), net; depreciation, amortization and impairment charges; share-based compensation expense included within corporate expenses; and restructuring and other costs included within operating expenses. Restructuring and other costs include costs associated with cost savings initiatives such as severance, consulting and termination costs and other special costs.

    The Company uses Adjusted EBITDA as one of the primary measures for the planning and forecasting of future periods, as well as for measuring performance for compensation of Company executives and other members of Company management. The Company believes Adjusted EBITDA is useful for investors because it allows investors to view performance in a manner similar to the method used by Company management and helps improve investors' ability to understand the Company's operating performance, making it easier to compare the Company's results with other companies that have different capital structures or tax rates. In addition, the Company believes Adjusted EBITDA is 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.

  • As part of the calculation of Adjusted EBITDA, the Company also presents the non-GAAP financial measure of "Adjusted Corporate expenses," which the Company defines as corporate expenses excluding share-based compensation expense and restructuring and other costs.

  • The Company uses the National Association of Real Estate Investment Trusts ("Nareit") definition of FFO, which is consolidated net income (loss) before: depreciation, amortization and impairment of real estate; gains or losses from the disposition of real estate; and adjustments to eliminate unconsolidated affiliates and noncontrolling interests. The Company defines AFFO as FFO excluding discontinued operations and before the following adjustments for continuing operations: maintenance capital expenditures; straight-line rent effects; depreciation, amortization and impairment of non-real estate; amortization of deferred financing costs and discounts; share-based compensation expense; deferred taxes; restructuring and other costs; transaction costs; foreign exchange transaction gain or loss; non-service related pension costs or benefits; and other items, including adjustment for unconsolidated affiliates and noncontrolling interest and nonrecurring infrequent or unusual gains or losses.

    The Company is not a Real Estate Investment Trust ("REIT"). However, the Company competes directly with REITsthat present the non-GAAP measures of FFOand AFFOand, accordingly, believes that presenting such measures will be helpful to investors in evaluating the Company's operations with the same terms used by the Company's direct competitors. The Company calculates FFOin accordance with the definition adopted by Nareit. Nareitdoes not restrict presentation of non-GAAP measures traditionally presented by REITsby entities that are not REITs. In addition, the Company believes FFOand AFFOare already among the primary measures used externally by the Company's investors, analysts and competitors in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry. The Company does not use, and you should not use, FFOand AFFOas an indication of the Company's ability to fund its cash needs or pay dividends or make other distributions. Because the Company is not a REIT, the Company does not have an obligation to pay dividends or make distributions to stockholders and does not intend to pay dividends for the foreseeable future. Moreover, the presentation of these measures should not be construed as an indication that the Company is currently in a position to convert into a REIT.

A significant portion of the Company's advertising operations is conducted in foreign markets, principally Europe, and Company management reviews the results from its foreign operations on a constant dollar basis. The Company presents the GAAP measures of revenue, direct operating and SG&A expenses, corporate expenses and Segment Adjusted EBITDA, as well as the non-GAAP financial measures of Adjusted EBITDA, Adjusted Corporate expenses, FFO and AFFO, excluding movements in foreign exchange rates because Company management believes that viewing certain financial results without the impact of fluctuations in foreign currency rates facilitates period-to-period comparisons of business performance and provides useful information to investors. These measures, which exclude the effects of foreign exchange rates, are calculated by converting the current period's amounts in local currency to U.S. dollars using average monthly foreign exchange rates for the same period of the prior year.

Since these non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, the most directly comparable GAAP financial measures as an indicator of operating performance or, in the case of Adjusted EBITDA, FFO and AFFO, the Company's ability to fund its cash needs. In addition, these measures may not be comparable to similar measures provided by other companies. See reconciliations of loss from continuing operations to Adjusted EBITDA, corporate expenses to Adjusted Corporate expenses, and consolidated net loss to FFO and AFFO in the tables set forth below. This data should be read in conjunction with the Company's most recent Annual Report on Form 10-K, Form 10-Qs and Form 8-Ks, which are available on the Investor Relations page of the Company's website at investor.clearchannel.com.

Reconciliation of Income (Loss) from Continuing Operations to Adjusted EBITDA



Three Months Ended

December 31,


Year Ended

December 31,

(in thousands)

2023


2022


2023


2022

Income (loss) from continuing operations

$ 25,386


$ 106,496


$ (157,107)


$ (47,303)

Adjustments:








Income tax benefit attributable to continuing operations

(5,195)


(79,947)


(17,217)


(80,392)

Other (income) expense, net

(2,681)


(23,203)


(6,403)


37,060

Gain on extinguishment of debt

-


-


(3,817)


-

Interest expense, net

106,810


98,895


421,434


360,599

Other operating expense, net

1,647


1,457


11,769


2,133

Impairment charges

-


-


-


22,676

Depreciation and amortization

55,419


65,483


241,828


217,835

Share-based compensation

5,196


4,121


20,330


20,512

Restructuring and other costs1

3,405


644


24,399


11,741

Adjusted EBITDA

$ 189,987


$ 173,946


$ 535,216


$ 544,861



1

Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of the Company's former indirect, non-wholly-owned subsidiary, Clear Media Limited.

Reconciliation of Corporate Expenses to Adjusted Corporate Expenses



Three Months Ended

December 31,


Year Ended

December 31,

(in thousands)

2023


2022


2023


2022

Corporate expenses

$ (42,897)


$ (38,529)


$ (172,324)


$ (161,852)

Share-based compensation

5,196


4,121


20,330


20,512

Restructuring and other costs1

1,168


258


21,337


9,963

Adjusted Corporate expenses

$ (36,533)


$ (34,150)


$ (130,657)


$ (131,377)



1

Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of the Company's former indirect, non-wholly-owned subsidiary, Clear Media Limited.

Reconciliation of Consolidated Net Income (Loss) to FFO and AFFO



Three Months Ended

December 31,


Year Ended

December 31,

(in thousands)

2023


2022


2023


2022

Consolidated net income (loss)

$ 26,003


$ 99,438


$ (308,816)


$ (94,388)

Depreciation and amortization of real estate

48,738


66,271


226,724


217,856

Net loss on disposition of real estate (excludes condemnation proceeds)1

10,229


984


108,322


8,066

Impairment of real estate

-


-


-


22,676

Adjustment for unconsolidated affiliates and non-controlling interests

(1,858)


(1,055)


(3,849)


(4,219)

Funds From Operations (FFO)

83,112


165,638


22,381


149,991

Less: FFO from discontinued operations

12,913


1,043


(34,759)


(19,503)

FFO from continuing operations

70,199


164,595


57,140


169,494

Capital expenditures-maintenance

(12,110)


(17,526)


(44,977)


(44,983)

Straight-line rent effect

617


814


4,730


1,877

Depreciation and amortization of non-real estate

7,457


7,379


29,542


30,809

Gain on extinguishment of debt

-


-


(3,817)


-

Amortization of deferred financing costs and discounts

2,878


2,855


11,666


11,236

Share-based compensation

5,196


4,121


20,330


20,512

Deferred taxes

(10,580)


(85,037)


(29,044)


(88,975)

Restructuring and other costs2

3,405


644


24,399


11,741

Transaction costs

6,555


871


13,262


10,482

Foreign exchange transaction (gain) loss

(4,450)


(23,301)


(11,895)


39,666

Other items3

4,040


811


11,678


2,128

Adjusted Funds From Operations (AFFO)

$ 73,207


$ 56,226


$ 83,014


$ 163,987



1

Net loss on disposition of real estate for the three months ended December 31, 2023 includes a loss of $11.4 million on the sale of our former business in France and, for the year ended December 31, 2023, includes a loss of $212.0 million on the sale of our former business in France, partially offset by gains of $96.4 million and $11.2 million from the sales of our former businesses in Switzerland and Italy, respectively.

2

Restructuring and other costs during the years ended December 31, 2023 and 2022 include expenses of $19.0 million and $7.1 million, respectively, recorded for the resolution of the investigation of the Company's former indirect, non-wholly-owned subsidiary, Clear Media Limited.

3

Other items for the year ended December 31, 2023 include expenses related to the CCOH 9.000% Senior Secured Notes issuance and Term Loan Facility prepayment.

Reconciliation of Loss from Continuing Operations Guidance1 to Adjusted EBITDA Guidance1



Full Year of 2024

(in millions)

Low


High

Loss from continuing operations

$ (131)


$ (101)

Adjustments:




Income tax expense attributable to continuing operations

9


9

Other expense, net

1


1

Interest expense, net

422


427

Other operating expense, net

13


13

Depreciation and amortization

215


215

Share-based compensation

16


16

Restructuring and other costs

5


5

Adjusted EBITDA

$ 550


$ 585



1

Guidance excludes movements in FX

Reconciliation of Loss from Continuing Operations Guidance1 to AFFO Guidance1



Full Year of 2024

(in millions)

Low


High

Loss from continuing operations

$ (131)


$ (101)

Depreciation and amortization of real estate

184


184

Net gain on disposition of real estate (excludes condemnation proceeds)

(1)


(1)

Adjustment for unconsolidated affiliates and non-controlling interests

(6)


(6)

FFO from continuing operations

46


76

Capital expenditures-maintenance

(42)


(47)

Straight-line rent effect

(8)


(8)

Depreciation and amortization of non-real estate

31


31

Amortization of deferred financing costs and discounts

11


11

Share-based compensation

16


16

Deferred taxes

(7)


(7)

Restructuring and other costs

5


5

Other items

23


23

Adjusted Funds From Operations (AFFO)

$ 75


$ 100



1

Guidance excludes movements in FX.

Conference Call

The Company will host a conference call to discuss these results on February 26, 2024 at 8:30 a.m. Eastern Time. The conference call number is 866-424-2432 (U.S. callers) or +1 215-268-9862 (international callers). A live audio webcast of the conference call will be available on the "Events and Presentations" section of the Company's investor website (investor.clearchannel.com). A replay of the webcast will be available after the live conference call on the "Events and Presentations" section of the Company's investor website.

About Clear Channel Outdoor Holdings, Inc.

Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is at the forefront of driving innovation in the out-of-home advertising industry. Our dynamic advertising platform is broadening the pool of advertisers using our medium through the expansion of digital billboards and displays and the integration of data analytics and programmatic capabilities that deliver measurable campaigns that are simpler to buy. By leveraging the scale, reach and flexibility of our diverse portfolio of assets, we connect advertisers with millions of consumers every month across more than 325,000 print and digital displays in 19 countries, excluding businesses held for sale.

For further information, please contact:

Investors:
Eileen McLaughlin
Vice President - Investor Relations
(646) 355-2399
[email protected]

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this earnings release constitute "forward-looking statements" 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 that may cause the actual results, performance or achievements of Clear Channel Outdoor Holdings, Inc. and its subsidiaries (the "Company") to be materially different from any future results, performance, achievements, guidance, goals and/or targets expressed or implied by such forward-looking statements. The words "guidance," "believe," "expect," "anticipate," "estimate," "forecast," "goals," "targets" and similar words and 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, such as statements about our guidance, outlook, long-term forecast, goals or targets; our business plans and strategies; our expectations about the timing, closing, satisfaction of closing conditions, use of proceeds and benefits of the sales of our European businesses as well as expectations about certain markets and strategic review processes; industry and market trends; and our liquidity, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict.

Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this earnings release include, but are not limited to: continued economic uncertainty, an economic slowdown or a recession; our ability to service our debt obligations and to fund our operations, business strategy and capital expenditures; the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings; the difficulty, cost and time required to implement our strategy, including optimizing our portfolio, and the fact that we may not realize the anticipated benefits therefrom; our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords; competition; regulations and consumer concerns regarding privacy, digital services, data protection and the use of artificial intelligence; a breach of our information security measures; legislative or regulatory requirements; restrictions on out-of-home advertising of certain products; environmental, health, safety and land use laws and regulations, as well as various actual and proposed environmental, social and governance policies, regulations and disclosure standards; the impact of the processes to sell the businesses in our Europe-North segment and in Latin America; the impact of the recent dispositions or agreements to dispose of the businesses in our Europe-South segment and the potential dispositions of our other international businesses, as well as other strategic transactions or acquisitions; third-party claims of intellectual property infringement, misappropriation or other violation against us or our suppliers; risks of doing business in foreign countries; fluctuations in exchange rates and currency values; volatility of our stock price; the impacts on our stock price as a result of future sales of common stock, or the perception thereof, and dilution resulting from additional capital raised through the sale of common stock or other equity-linked instruments; our ability to continue to comply with the applicable listing standards of the New York Stock Exchange; the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; the effect of analyst or credit ratings downgrades; our dependence on our management team and other key individuals; continued scrutiny and changing expectations from investors, lenders, customers, government regulators, municipalities, activists and other stakeholders; and certain other factors set forth in our filings with the SEC. 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 earnings release. Other key risks are described in the section entitled "Item 1A. Risk Factors" of the Company's reports filed with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

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SOURCE Clear Channel Outdoor Holdings, Inc.