Clear Channel Outdoor Holdings, Inc. Reports Results for the First Quarter of 2026
Pending Take-Private Merger:
On
The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of customary closing conditions, including receipt of required stockholder and regulatory approvals, such as review by the
In
In light of the Merger, the Company will not host a public earnings conference call or webcast and is not providing financial guidance.
Financial Highlights:
Financial highlights for the first quarter of 2026 compared to the same period in 2025:
|
(In thousands) |
Three Months Ended
|
|
% Change |
||
|
|
2026 |
|
2025 |
|
|
|
Consolidated revenue |
$ 373,864 |
|
$ 334,180 |
|
11.9 % |
|
Loss from continuing operations |
(49,447) |
|
(55,302) |
|
(10.6) % |
|
Consolidated net income (loss)1,2 |
(47,994) |
|
63,213 |
|
NM |
|
Adjusted EBITDA3 |
103,847 |
|
79,257 |
|
31.0 % |
|
AFFO3 |
6,538 |
|
(22,863) |
|
NM |
|
|
|
|
1 |
Includes income from discontinued operations. |
|
2 |
Percentage changes that are not meaningful have been designated as "NM." |
|
3 |
This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for additional information. |
Results:
Revenue:
|
(In thousands) |
Three Months Ended
|
|
% Change |
||
|
|
2026 |
|
2025 |
|
|
|
Revenue: |
|
|
|
|
|
|
America |
$ 278,487 |
|
$ 254,193 |
|
9.6 % |
|
Airports |
95,226 |
|
79,983 |
|
19.1 % |
|
Other |
151 |
|
4 |
|
|
|
Consolidated Revenue |
$ 373,864 |
|
$ 334,180 |
|
11.9 % |
Revenue for the first quarter of 2026 compared to the same period in 2025:
America: Revenue up 9.6%:
- Growth across multiple markets, led by the
San Francisco/Bay Area , reflecting strong demand from technology advertisers and the impact of Super Bowl LX - Higher print and digital billboard revenue, reflecting higher advertiser demand and new inventory; digital revenue up 10.7% to
$99.3 million (from$89 .6 million) - National sales represented 31.1% of America revenue
Airports: Revenue up 19.1%:
- Strong performance at
San Francisco International Airport , reflecting the impact of Super Bowl LX, higher demand from technology advertisers and increased conference activity - Growth driven by both digital and print revenue; digital revenue up 20.0% to
$59.1 million (from$49 .3 million) - National sales represented 58.4% of Airports revenue
Direct Operating and SG&A Expenses 1 :
|
(In thousands) |
Three Months Ended
|
|
% Change |
||
|
|
2026 |
|
2025 |
|
|
|
Direct operating and SG&A expenses: |
|||||
|
America |
$ 173,962 |
|
$ 166,327 |
|
4.6 % |
|
Airports |
72,300 |
|
65,670 |
|
10.1 % |
|
Other |
432 |
|
194 |
|
|
|
Consolidated Direct operating and SG&A expenses 2 |
$ 246,694 |
|
$ 232,191 |
|
6.2 % |
|
|
|
|
1 |
"Direct operating and SG&A expenses" as presented throughout this earnings release refers to the sum of direct operating expenses and selling, general and administrative expenses. |
|
2 |
Includes restructuring and other costs of |
Direct operating and SG&A expenses for the first quarter of 2026 compared to the same period in 2025:
America: Direct operating and SG&A expenses up 4.6%:
- Site lease expense up 4.9% to
$92.6 million (from$88.3 million ), driven by higher revenue - Higher employee compensation from incentive-based pay and higher credit loss expense, partially offset by lower payment processing fees
Airports: Direct operating and SG&A expenses up 10.1%:
- Site lease expense up 10.2% to
$56.5 million (from$51.2 million ), reflecting higher minimum guaranteed payments under certain contracts and the renewal contract with theMetropolitan Washington Airports Authority
Segment Adjusted EBITDA 1 :
|
(In thousands) |
Three Months Ended
|
|
% Change |
||
|
|
2026 |
|
2025 |
|
|
|
America Segment Adjusted EBITDA |
$ 104,702 |
|
$ 87,871 |
|
19.2 % |
|
Airports Segment Adjusted EBITDA |
22,926 |
|
14,313 |
|
60.2 % |
|
|
|
|
1 |
Segment Adjusted EBITDA is a GAAP financial measure calculated as Revenue less Direct operating expenses and SG&A expenses, excluding restructuring and other costs. See "Supplemental Disclosures" section herein for additional information. |
Corporate Expenses:
|
(In thousands) |
Three Months Ended
|
|
% Change |
||
|
|
2026 |
|
2025 |
|
|
|
Corporate expenses1 |
$ 30,818 |
|
$ 19,780 |
|
55.8 % |
|
Adjusted Corporate expenses2 |
23,500 |
|
22,737 |
|
3.4 % |
|
|
|
|
1 |
Includes restructuring and other costs (reversals), net, of |
|
2 |
Adjusted Corporate expenses is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for additional information, including for a reconciliation of Corporate expenses to Adjusted Corporate expenses. |
Corporate expenses and Adjusted Corporate expenses for the first quarter of 2026 compared to the same period in 2025:
- Corporate expenses up 55.8%, primarily reflecting the non-recurrence of
$9.9 million of insurance proceeds recognized in the prior-year period related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter - Adjusted Corporate expenses up 3.4%, reflecting higher employee compensation related to insurance benefits
Capital Expenditures:
|
(In thousands) |
Three Months Ended
|
|
% Change |
||
|
|
2026 |
|
2025 |
|
|
|
Capital expenditures: |
|||||
|
America |
$ 7,916 |
|
$ 9,819 |
|
(19.4) % |
|
Airports |
3,734 |
|
2,234 |
|
67.1 % |
|
Other |
31 |
|
12 |
|
|
|
Corporate |
877 |
|
1,166 |
|
(24.8) % |
|
Consolidated capital expenditures |
$ 12,558 |
|
$ 13,231 |
|
(5.1) % |
Markets and Displays:
As of
|
|
Net digital |
|
Total number of displays as of |
||||
|
|
|
Digital |
|
Printed |
|
Total |
|
|
America1: |
|
|
|
|
|
|
|
|
Billboards2 |
27 |
|
2,028 |
|
32,210 |
|
34,238 |
|
Other displays3 |
(2) |
|
530 |
|
17,876 |
|
18,406 |
|
Airports4 |
(32) |
|
2,551 |
|
9,240 |
|
11,791 |
|
Total displays |
(7) |
|
5,109 |
|
59,326 |
|
64,435 |
|
|
|
|
1 |
As of |
|
2 |
Billboards includes bulletins, posters, spectaculars and wallscapes. |
|
3 |
Other displays includes street furniture and transit displays. The increase in printed displays during the first quarter primarily reflects the addition of displays under a new transit advertising contract. |
|
4 |
As of |
Liquidity and Financial Position:
Cash and Cash Equivalents:
As of
The following table summarizes our consolidated cash flows for the three months ended
|
(In thousands) |
Three Months Ended
|
|
Net cash provided by operating activities1 |
$ 3,229 |
|
Net cash used for investing activities2 |
(17,295) |
|
Net cash used for financing activities |
(325) |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
(666) |
|
Net decrease in cash, cash equivalents and restricted cash |
$ (15,057) |
|
|
|
|
Cash paid for interest |
$ 93,912 |
|
Cash paid for income taxes, net of refunds |
$ 72 |
|
|
|
|
1 |
Includes payment of |
|
2 |
Primarily includes |
Debt:
Based on our outstanding indebtedness as of
Our next significant debt maturities occur in 2028, when
In
TABLE 1 - Financial Highlights of
|
(In thousands) |
Three Months Ended
|
||
|
|
2026 |
|
2025 |
|
Revenue |
$ 373,864 |
|
$ 334,180 |
|
Operating expenses: |
|
|
|
|
Direct operating expenses |
180,102 |
|
168,529 |
|
Selling, general and administrative expenses |
66,592 |
|
63,662 |
|
Corporate expenses |
30,818 |
|
19,780 |
|
Depreciation and amortization |
41,523 |
|
43,004 |
|
Other operating expense (income), net1 |
15,346 |
|
(5,785) |
|
Operating income |
39,483 |
|
44,990 |
|
Interest expense, net |
(98,498) |
|
(99,361) |
|
Other income, net |
741 |
|
249 |
|
Loss from continuing operations before income taxes |
(58,274) |
|
(54,122) |
|
Income tax benefit (expense) attributable to continuing operations |
8,827 |
|
(1,180) |
|
Loss from continuing operations |
(49,447) |
|
(55,302) |
|
Income from discontinued operations2 |
1,453 |
|
118,515 |
|
Consolidated net income (loss) |
(47,994) |
|
63,213 |
|
Less: Net income attributable to noncontrolling interests |
600 |
|
704 |
|
Net income (loss) attributable to the Company |
$ (48,594) |
|
$ 62,509 |
|
|
|
|
1 |
Other operating expense (income), net, for the three months ended |
|
2 |
Income from discontinued operations for the three months ended |
Weighted Average Shares Outstanding
|
(In thousands) |
Three Months Ended
|
||
|
|
2026 |
|
2025 |
|
Weighted average common shares outstanding – Basic and Diluted |
498,488 |
|
490,332 |
TABLE 2 - Selected Balance Sheet Information:
|
(In thousands) |
|
|
|
|
Cash and cash equivalents |
$ 182,421 |
|
$ 190,022 |
|
Total current assets1 |
733,768 |
|
793,194 |
|
Property, plant and equipment, net |
432,463 |
|
441,823 |
|
Total assets1 |
3,723,456 |
|
3,828,875 |
|
Current liabilities (excluding current portion of long-term debt)2 |
585,782 |
|
617,782 |
|
Long-term debt (including current portion of long-term debt) |
5,105,290 |
|
5,102,993 |
|
Stockholders' deficit |
(3,438,349) |
|
(3,394,368) |
|
|
|
|
1 |
Total current assets and total assets include assets of discontinued operations of |
|
2 |
Current liabilities include liabilities of discontinued operations of |
TABLE 3 - Total Debt:
|
(In thousands) |
Maturity |
|
|
|
|
|
Receivables-Based Credit Facility1 |
|
|
$ — |
|
$ — |
|
Revolving Credit Facility2 |
|
|
— |
|
— |
|
Term Loan Facility |
|
|
425,000 |
|
425,000 |
|
|
|
|
865,000 |
|
865,000 |
|
|
|
|
1,150,000 |
|
1,150,000 |
|
|
|
|
900,000 |
|
900,000 |
|
|
|
|
899,311 |
|
899,311 |
|
|
|
|
905,950 |
|
905,950 |
|
Finance leases |
|
|
3,564 |
|
3,636 |
|
Original issue discount |
|
|
(3,289) |
|
(3,605) |
|
Long-term debt fees |
|
|
(40,246) |
|
(42,299) |
|
Total debt |
|
|
5,105,290 |
|
5,102,993 |
|
Less: Cash and cash equivalents |
|
|
(182,421) |
|
(190,022) |
|
Net debt |
|
|
$ 4,922,869 |
|
$ 4,912,971 |
|
|
|
|
1 |
As of |
|
2 |
As of |
Supplemental Disclosures:
Reportable Segments and Segment Adjusted EBITDA
The Company operates two reportable segments: America (which includes our
Segment Adjusted EBITDA is the profitability metric reported to the Company's Chief Operating Decision Maker (the Company's President and Chief Executive Officer) for purposes of allocating resources and assessing segment performance. As such, it is the measure of segment profit for the Company under
Non-GAAP Financial Information
This earnings release includes information that does not conform to GAAP, including Adjusted EBITDA, Adjusted Corporate expenses, Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO"). The Company believes these non-GAAP measures provide investors with useful insights into its operating performance, particularly when comparing to other out-of-home advertisers, as these measures are widely used within the industry. Please refer to the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures below.
The Company defines and uses these non-GAAP measures as follows:
- Adjusted EBITDA is defined as income (loss) from continuing operations, plus: income tax expense (benefit) attributable to continuing operations; non-operating expenses (income), including interest expense, net, and other expense (income), net; other operating expense (income), net; depreciation, amortization and impairment charges; share-based compensation expense; and restructuring and other costs, which include costs associated with cost-saving initiatives such as severance, consulting and termination costs, and other special costs.
The Company uses Adjusted EBITDA to plan and forecast for future periods and as a key performance measure for executive compensation. The Company believes Adjusted EBITDA allows investors to assess the Company's performance in a way that is consistent with management's approach and facilitates comparisons to other companies with different capital structures or tax rates. Additionally, the Company believes Adjusted EBITDA is commonly used by investors, analysts and peers in the industry for valuation and performance comparisons.
- Adjusted Corporate expenses is defined as corporate expenses excluding share-based compensation and restructuring and other costs. The Company uses Adjusted Corporate expenses to evaluate core corporate spending and for planning and forecasting purposes.
- FFO is defined in accordance with the
National Association of Real Estate Investment Trusts ("Nareit") as 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.
- AFFO is defined as FFO excluding discontinued operations and before adjustments for continuing operations, including: maintenance capital expenditures; straight-line rent effects; depreciation, amortization and impairment of non-real estate; amortization of deferred financing costs and note discounts; share-based compensation; deferred income taxes; restructuring and other costs; transaction costs; and other items, such as adjustments for unconsolidated affiliates and noncontrolling interests and gains or losses from the disposition of non-real estate.
Although the Company is not a Real Estate Investment Trust ("REIT"), it competes directly with REITs that present the non-GAAP measures of FFO and AFFO. Therefore, the Company believes that presenting these measures helps investors evaluate its performance on the same terms as its direct competitors. The Company calculates FFO in accordance with Nareit's definition, which does not restrict its use to REITs. Additionally, the Company believes FFO and AFFO are already commonly used by investors, analysts and competitors in the industry for valuation and performance comparisons.
The Company does not use, and you should not use, FFO and AFFO as indicators of the Company's ability to fund its cash needs, pay dividends or make other distributions. Since the Company is not a REIT, it has no obligation to pay dividends and does not intend to do so in 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.
These non-GAAP financial measures should not be considered in isolation or as substitutes for the most directly comparable GAAP measures as an indicator of operating performance or the Company's ability to fund its cash needs. In addition, these measures may not be comparable to similarly named measures presented by other companies.
See reconciliations of loss from continuing operations to Adjusted EBITDA, corporate expenses to Adjusted Corporate expenses, and consolidated net income (loss) to FFO and AFFO in the tables below.
This information should be read in conjunction with the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, available on the Investor Relations page of the Company's website at investor.clearchannel.com.
Reconciliation of Loss from Continuing Operations to Adjusted EBITDA
|
|
Three Months Ended
|
||
|
(in thousands) |
2026 |
|
2025 |
|
Loss from continuing operations |
$ (49,447) |
|
$ (55,302) |
|
Adjustments: |
|
|
|
|
Income tax expense (benefit) attributable to continuing operations |
(8,827) |
|
1,180 |
|
Other income, net |
(741) |
|
(249) |
|
Interest expense, net |
98,498 |
|
99,361 |
|
Other operating expense (income), net1 |
15,346 |
|
(5,785) |
|
Depreciation and amortization |
41,523 |
|
43,004 |
|
Share-based compensation |
5,846 |
|
5,424 |
|
Restructuring and other costs (reversals), net2 |
1,649 |
|
(8,376) |
|
Adjusted EBITDA |
$ 103,847 |
|
$ 79,257 |
|
|
|
|
1 |
Other operating expense (income), net, for the three months ended |
|
2 |
Restructuring and other costs (reversals), net, for the three months ended |
Reconciliation of Corporate Expenses to Adjusted Corporate Expenses
|
|
Three Months Ended
|
||
|
(in thousands) |
2026 |
|
2025 |
|
Corporate expenses |
$ 30,818 |
|
$ 19,780 |
|
Less adjustments: |
|
|
|
|
Share-based compensation |
5,846 |
|
5,424 |
|
Restructuring and other costs (reversals), net1 |
1,472 |
|
(8,381) |
|
Adjusted Corporate expenses |
$ 23,500 |
|
$ 22,737 |
|
|
|
|
1 |
Restructuring and other costs (reversals), net, for the three months ended |
Reconciliation of Consolidated Net Income (Loss) to FFO and AFFO
|
|
Three Months Ended
|
||
|
(in thousands) |
2026 |
|
2025 |
|
Consolidated net income (loss) |
$ (47,994) |
|
$ 63,213 |
|
Depreciation and amortization of real estate |
36,821 |
|
38,394 |
|
Net loss (gain) on disposition of real estate (excludes condemnation proceeds)1 |
521 |
|
(138,423) |
|
Adjustment for unconsolidated affiliates and non-controlling interests |
(904) |
|
(1,115) |
|
Funds From Operations (FFO) |
(11,556) |
|
(37,931) |
|
Less: FFO from discontinued operations |
1,072 |
|
(19,651) |
|
FFO from continuing operations |
(12,628) |
|
(18,280) |
|
Capital expenditures–maintenance |
(2,677) |
|
(4,501) |
|
Straight-line rent effect |
1,583 |
|
(2,089) |
|
Depreciation and amortization of non-real estate |
4,702 |
|
4,610 |
|
Amortization of deferred financing costs and note discounts |
2,462 |
|
2,367 |
|
Share-based compensation |
5,846 |
|
5,424 |
|
Deferred income taxes |
(9,961) |
|
(36) |
|
Restructuring and other costs (reversals), net2 |
1,649 |
|
(8,376) |
|
Transaction costs3 |
15,762 |
|
596 |
|
Other items, net |
(200) |
|
(2,578) |
|
Adjusted Funds From Operations (AFFO) |
$ 6,538 |
|
$ (22,863) |
|
|
|
|
1 |
Net loss (gain) on disposition of real estate for the three months ended |
|
2 |
Restructuring and other costs (reversals), net, for the three months ended |
|
3 |
Transaction costs for the three months ended |
About
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this earnings release are considered "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of
Various risks that could cause actual results to differ from those expressed by the forward-looking statements included in this earnings release include, but are not limited to: uncertainties associated with the proposed Merger, including the failure to receive the requisite stockholder approval (including through the special meeting of stockholders) or consummate the Merger in a timely manner or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring us to pay a termination fee pursuant to the Merger Agreement; failure to satisfy the conditions precedent to consummate the Merger, including the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of our common stock and obtaining required regulatory approvals; the risk that restrictions on the operation of our business during the pendency of the Merger may impact our ability to pursue certain business opportunities or strategic transactions or undertake certain actions we might otherwise have taken; litigation relating to, or other unexpected costs resulting from, the Merger; continued economic uncertainty, an economic slowdown or recession, or other macroeconomic factors, including as a result of geopolitical developments, increased tariffs and retaliatory trade regulations and policies; our ability to service our debt obligations and to fund our operations and capital expenditures; the impact of our substantial indebtedness; the difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom fully or at all; our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords and on favorable terms; competition; regulations, consumer concerns and other challenges regarding privacy, digital services, data protection, cybersecurity 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 changes to sustainability laws and regulations; the impact of strategic transactions that we have pursued in the past and may, if we do not consummate the Merger, pursue in the future; uncertainties regarding the consummation of the sale of our business in
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