Clear Channel Outdoor(CCO) - 2025 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited condensed consolidated financial statements and their detailed explanatory notes Consolidated Balance Sheets Presents the Company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates | (In thousands) | June 30, 2025 | December 31, 2024 | Change (Absolute) | Change (%) | | :--------------------------------- | :-------------- | :---------------- | :---------------- | :--------- | | Cash and cash equivalents | $138,573 | $109,707 | $28,866 | 26.3% | | Total Current Assets | $664,778 | $1,659,044 | $(994,266) | -59.9% | | Total Assets | $3,766,618 | $4,804,263 | $(1,037,645) | -21.6% | | Total Current Liabilities | $577,992 | $1,271,978 | $(693,986) | -54.6% | | Total Liabilities | $7,168,822 | $8,444,046 | $(1,275,224) | -15.1% | | Total Stockholders' Deficit | $(3,402,204) | $(3,639,783) | $237,579 | 6.5% | Consolidated Statements of Income (Loss) Details the Company's revenues, expenses, and net income or loss for the reporting periods, including earnings per share | (In thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------ | :------------------------------- | :------------------------------- | :---------------- | :--------- | | Revenue | $402,808 | $376,483 | $26,325 | 7.0% | | Operating income | $77,424 | $68,430 | $8,994 | 13.1% | | Income (loss) from continuing operations | $6,331 | $(25,414) | $31,745 | NM | | Income (loss) from discontinued operations | $4,318 | $(13,220) | $17,538 | NM | | Consolidated net income (loss) | $10,649 | $(38,634) | $49,283 | NM | | Net income (loss) attributable to the Company | $9,520 | $(39,170) | $48,690 | NM | | Basic EPS | $0.02 | $(0.08) | $0.10 | NM | | Diluted EPS | $0.02 | $(0.08) | $0.10 | NM | | (In thousands, except per share data) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Revenue | $736,988 | $703,323 | $33,665 | 4.8% | | Operating income | $122,414 | $112,315 | $10,099 | 9.0% | | Income (loss) from continuing operations | $(48,971) | $(94,638) | $45,667 | NM | | Income (loss) from discontinued operations | $122,833 | $(33,079) | $155,912 | NM | | Consolidated net income (loss) | $73,862 | $(127,717) | $201,579 | NM | | Net income (loss) attributable to the Company | $72,029 | $(128,837) | $200,866 | NM | | Basic EPS | $0.15 | $(0.26) | $0.41 | NM | | Diluted EPS | $0.15 | $(0.26) | $0.41 | NM | Consolidated Statements of Comprehensive Income (Loss) Reports net income or loss alongside other comprehensive income items, such as foreign currency translation adjustments, for the periods presented | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------------------------------------------------------------------ | :------------------------------- | :------------------------------- | :---------------- | :--------- | | Net income (loss) attributable to the Company | $9,520 | $(39,170) | $48,690 | NM | | Foreign currency translation adjustments | $8,596 | $(4,615) | $13,211 | NM | | Reclassification adjustment for realized net losses from cumulative translation adjustments and pension related to sold businesses | — | — | — | NM | | Other comprehensive income (loss) | $8,596 | $(4,615) | $13,211 | NM | | Comprehensive income (loss) attributable to the Company | $18,098 | $(43,785) | $61,883 | NM | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------------------------------------------------------------------ | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Net income (loss) attributable to the Company | $72,029 | $(128,837) | $200,866 | NM | | Foreign currency translation adjustments | $31,252 | $(16,411) | $47,663 | NM | | Reclassification adjustment for realized net losses from cumulative translation adjustments and pension related to sold businesses | $128,890 | — | $128,890 | NM | | Other comprehensive income (loss) | $160,142 | $(16,411) | $176,553 | NM | | Comprehensive income (loss) attributable to the Company | $232,149 | $(145,243) | $377,392 | NM | Consolidated Statements of Changes in Stockholders' Deficit Outlines changes in equity components, including net income, share-based compensation, and foreign currency adjustments, over the reporting periods | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | | Balances at March 31 | $(3,420,724) | $(3,546,492) | | Net income (loss) | $10,649 | $(38,634) | | Share-based compensation | $7,326 | $7,546 | | Foreign currency translation adjustments | $8,596 | $(4,615) | | Balances at June 30 | $(3,402,204) | $(3,590,577) | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Balances at December 31 | $(3,639,783) | $(3,450,743) | | Net income (loss) | $73,862 | $(127,717) | | Share-based compensation | $12,762 | $12,845 |\ | Foreign currency translation adjustments | $31,252 | $(16,411) | | Disposition of businesses | $128,890 | — | | Balances at June 30 | $(3,402,204) | $(3,590,577) | Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities for the reporting periods | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Net cash provided by (used for) operating activities | $2,326 | $(3,972) | $6,298 | NM | | Net cash provided by (used for) investing activities | $557,286 | $(50,828) | $608,114 | NM | | Net cash used for financing activities | $(585,281) | $(5,711) | $(579,570) | NM | | Net decrease in cash, cash equivalents and restricted cash | $(21,255) | $(62,604) | $41,349 | 66.0% | | Cash, cash equivalents and restricted cash at end of period | $150,817 | $197,937 | $(47,120) | -23.8% | Condensed Notes to Consolidated Financial Statements Provides detailed explanations and additional information supporting the condensed consolidated financial statements Note 1. Basis of Presentation This note outlines the principles of consolidation, adherence to U.S. GAAP for interim reporting, the use of management estimates, and the classification of certain international businesses as discontinued operations - The Company classified its Europe-North segment and Latin American businesses as discontinued operations as of December 31, 2024, in addition to its business in Spain, which was classified as discontinued operations in 2023[25] - These consolidated financial statements are prepared in accordance with U.S. GAAP applicable to interim financial reporting and include all normal and recurring adjustments necessary. Certain information and footnote disclosures required for annual financial statements have been condensed or omitted[22][23] Note 2. Dispositions and Discontinued Operations This note details the sales of several international businesses in 2025, including Mexico, Peru, Chile, and the Europe-North segment, and the ongoing sales process for Brazil and Spain. It also provides financial data for assets, liabilities, and income/loss from discontinued operations Dispositions in 2025 | Business Sold | Sale Date | Purchase Price (in millions) | Gain on Sale (in millions) | Net Cash Proceeds (as of June 30, 2025, in millions) | | :-------------------------------- | :-------- | :--------------------------- | :------------------------- | :--------------------------------------------------- | | Mexico, Peru, Chile | Feb 5, 2025 | $34.0 | $69.5 | $12.6 | | Europe-North segment | Mar 31, 2025 | $625.0 | $65.9 | $576.7 | | Brazil (definitive agreement) | May 6, 2025 | ~$14.7 | $(47.9) (cumulative loss) | Expected later in 2025 | - The sales process for the Company's remaining discontinued operations in Spain is ongoing and is expected to occur within the next year, subject to regulatory approval and other closing conditions[31] Income (Loss) from Discontinued Operations | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $42,579 | $214,033 | $216,505 | $391,426 | | Income (loss) from discontinued operations, net of income taxes | $4,318 | $(13,220) | $122,833 | $(33,079) | Capital Expenditures of Discontinued Operations | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Capital expenditures | $3,727 | $9,313 | $16,022 | $24,213 | Note 3. Segment Data This note details the Company's two reportable segments, America and Airports, and the 'Other' category (Singapore), providing their revenue, Segment Adjusted EBITDA, and capital expenditures. Segment Adjusted EBITDA is the key profitability metric for management - The Company operates two reportable segments: America (U.S. operations excluding airports) and Airports (U.S. and Caribbean airport operations), with remaining operations in Singapore reported as 'Other'[43] Segment Revenue and Adjusted EBITDA | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | America Revenue | $303,111 | $290,207 | $557,304 | $539,984 | | America Segment Adjusted EBITDA | $127,601 | $126,980 | $215,472 | $222,444 | | Airports Revenue | $99,685 | $86,219 | $179,668 | $163,145 | | Airports Segment Adjusted EBITDA | $24,347 | $19,082 | $38,660 | $38,164 | Segment Capital Expenditures | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | America | $8,827 | $13,450 | $18,646 | $22,273 | | Airports | $2,559 | $1,807 | $4,793 | $3,446 | Note 4. Revenue This note outlines the Company's primary revenue sources from advertising displays, distinguishing between contracts with customers (ASC 606) and leases (ASC 842), and disaggregating total revenue by geography - The Company generates revenue primarily from the sale of advertising on printed and digital out-of-home advertising displays, with certain transactions accounted for as leases and others as contracts with customers[50] Total Revenue from Continuing Operations by Type and Geography | (In thousands) | Revenue from contracts with customers (Q2 2025) | Revenue from leases (Q2 2025) | Total revenue (Q2 2025) | | :------------- | :---------------------------------------------- | :---------------------------- | :---------------------- | | U.S. | $257,549 | $145,247 | $402,796 | | Singapore | $12 | — | $12 | | Total | $257,561 | $145,247 | $402,808 | | (In thousands) | Revenue from contracts with customers (YTD 2025) | Revenue from leases (YTD 2025) | Total revenue (YTD 2025) | | :------------- | :----------------------------------------------- | :----------------------------- | :----------------------- | | U.S. | $465,757 | $271,215 | $736,972 | | Singapore | $16 | — | $16 | | Total | $465,773 | $271,215 | $736,988 | Note 5. Long-Term Debt This note provides a breakdown of the Company's long-term debt, including various senior secured and senior notes, and details recent debt management activities such as repurchases and a significant refinancing event that extended debt maturities. The Company was in compliance with all debt covenants as of June 30, 2025 Long-Term Debt Outstanding | (In thousands) | Maturity | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------- | :------------ | :---------------- | | Term Loan Facility | Aug 2028 | $425,000 | $425,000 | | Clear Channel Outdoor Holdings 5.125% Senior Secured Notes | Aug 2027 | $1,250,000 | $1,250,000 | | Clear Channel Outdoor Holdings 9.000% Senior Secured Notes | Sep 2028 | $750,000 | $750,000 | | Clear Channel Outdoor Holdings 7.875% Senior Secured Notes | Apr 2030 | $865,000 | $865,000 | | Clear Channel Outdoor Holdings 7.750% Senior Notes | Apr 2028 | $899,311 | $995,000 | | Clear Channel Outdoor Holdings 7.500% Senior Notes | Jun 2029 | $905,950 | $1,040,000 | | Clear Channel International B.V. Term Loan Facility | | — | $375,000 | | Total long-term debt | | $5,066,919 | $5,659,957 | - In Q2 2025, the Company repurchased $95.7 million of 7.750% Senior Notes and $134.1 million of 7.500% Senior Notes for a total cash payment of $203.4 million, resulting in a $28.8 million gain on extinguishment of debt[57] - On August 4, 2025, the Company closed a private offering of $2.05 billion in new senior secured notes (7.125% due 2031 and 7.500% due 2033) to redeem in full its $1.25 billion 5.125% Senior Secured Notes due 2027 and $750 million 9.000% Senior Secured Notes due 2028, satisfying and discharging their indentures[59][61] - As of June 30, 2025, the Company was in compliance with all covenants contained in its debt agreements[54] Note 6. Commitments and Contingencies This note addresses the Company's involvement in various legal proceedings arising in the ordinary course of business, for which estimates of probable costs are accrued. The resolution of these claims could materially affect financial results - The Company and its subsidiaries are involved in legal proceedings, including commercial disputes, employment claims, land use, governmental fines, intellectual property, personal injury, and tax disputes[62][63] - Estimates for probable costs of resolving claims are accrued, but future results could be materially affected by changes in assumptions or the effectiveness of strategies[62] Note 7. Income Taxes This note details the income tax benefit/expense for continuing operations, highlighting the impact of valuation allowances on effective tax rates. It also mentions a subsequent tax reform event (OBBB) enacted after the reporting period Income Tax Benefit (Expense) Attributable to Continuing Operations | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Current tax expense attributable to continuing operations | $(1,281) | $(337) | $(2,497) | $(830) | | Deferred tax benefit (expense) attributable to continuing operations | $(3,245) | $6,164 | $(3,209) | $6,485 | | Income tax benefit (expense) attributable to continuing operations | $(4,526) | $5,827 | $(5,706) | $5,655 | - The effective tax rates for continuing operations were 41.7% (Q2 2025) and (13.2)% (YTD 2025), primarily impacted by a valuation allowance against deferred tax assets due to uncertainty regarding their realization[64] - The One Big Beautiful Bill Act (OBBB) was enacted on July 4, 2025, introducing revisions to the Internal Revenue Code, including modifications to bonus depreciation and interest expense limitations. The Company is evaluating its impact for recognition in Q3 2025[66] Note 8. Property, Plant and Equipment This note provides a breakdown of the Company's property, plant, and equipment, including structures, land, buildings, furniture, and construction in progress, net of accumulated depreciation Property, Plant and Equipment, Net | (In thousands) | June 30, 2025 | December 31, 2024 | | :----------------------------- | :------------ | :---------------- | | Structures | $1,859,073 | $1,847,953 | | Land, buildings and improvements | $128,231 | $130,325 | | Furniture and other equipment | $99,819 | $96,500 | | Construction in progress | $26,997 | $31,682 | | Property, plant and equipment, gross | $2,114,120 | $2,106,460 | | Less: Accumulated depreciation | $(1,656,706) | $(1,626,473) | | Property, plant and equipment, net | $457,414 | $479,987 | Note 9. Intangible Assets and Goodwill This note presents the gross carrying amounts and accumulated amortization for major classes of intangible assets, as well as the goodwill balances for the America and Airports segments, noting no changes in goodwill during the period Intangible Assets (Gross Carrying Amount and Accumulated Amortization) | (In thousands) | June 30, 2025 Gross Carrying Amount | June 30, 2025 Accumulated Amortization | December 31, 2024 Gross Carrying Amount | December 31, 2024 Accumulated Amortization | | :------------------------------------ | :------------------------------------ | :------------------------------------- | :-------------------------------------- | :--------------------------------------- | | Permits | $758,482 | $(177,847) | $758,482 | $(145,177) | | Permanent easements | $165,867 | — | $165,031 | — | | Trademarks | $83,569 | $(51,691) | $83,569 | $(47,533) | | Transit, street furniture and other outdoor contractual rights | $206,283 | $(191,456) | $206,283 | $(188,885) | | Total intangible assets | $1,214,201 | $(420,994) | $1,213,365 | $(381,595) | Goodwill Balance by Segment | (In thousands) | America | Airports | Consolidated | | :------------- | :--------- | :------- | :----------- | | Balance as of June 30, 2025 | $482,937 | $24,882 | $507,819 | Note 10. Stockholders' Deficit This note details share-based compensation expense, the annual grants of restricted stock units (RSUs) and performance stock units (PSUs) in May 2025, and the Company's new practice of settling share-based awards through the reissuance of treasury shares Share-Based Compensation Expense for Continuing Operations | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Share-based compensation expense | $7,400 | $6,700 | $12,800 | $11,300 | - On May 28, 2025, the Company granted approximately 18.2 million RSUs and 4.0 million PSUs to employees. RSUs vest in three equal annual installments, while PSUs vest based on Relative TSR (65%) and Cumulative Adjusted EBITDA less capital expenditures (35%) over a three-year performance period[73][74][75] - Beginning in Q2 2025, the Company started settling certain share-based compensation awards through the reissuance of treasury shares, rather than issuing new shares of common stock[77] Note 11. Other Information This note provides reconciliations for cash, cash equivalents, and restricted cash, details components of accounts receivable and accrued expenses, and explains changes in other operating income, net, primarily driven by lower transaction costs Reconciliation of Cash, Cash Equivalents and Restricted Cash | (In thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------------------------- | :------------ | :---------------- | | Cash and cash equivalents in the Balance Sheets | $138,573 | $109,707 | | Cash and cash equivalents included in Current assets of discontinued operations | $8,487 | $54,595 | | Restricted cash included in: Other current assets | $1,321 | $1,116 | | Restricted cash included in: Current assets of discontinued operations | $886 | $6,654 | | Restricted cash included in: Other assets | $1,550 | — | | Total cash, cash equivalents and restricted cash in the Statements of Cash Flows | $150,817 | $172,072 | Accounts Receivable, Net | (In thousands) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Accounts receivable | $342,022 | $355,622 | | Less: Allowance for credit losses | $(11,504) | $(11,526) | | Accounts receivable, net | $330,518 | $344,096 | Accrued Expenses Components | (In thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Accrued rent | $43,208 | $54,785 | | Accrued employee compensation and benefits | $26,074 | $41,723 | | Accrued taxes | $13,759 | $14,711 | | Accrued other | $59,167 | $52,396 | | Total accrued expenses | $142,208 | $163,615 | - Other operating income, net, increased year-over-year primarily due to lower transaction costs associated with structural initiatives and financial advisory services[118] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's analysis of the Company's financial condition, operational results, and liquidity, including recent strategic and macroeconomic impacts OVERVIEW The overview describes the Company's out-of-home advertising business, its two reportable segments (America and Airports), and the classification of certain international businesses as discontinued operations. It highlights recent dispositions, significant debt reduction and refinancing activities, and discusses macroeconomic factors like inflation, interest rates, and trade policies affecting the business - The Company generates revenue by selling advertising on out-of-home displays, including roadside billboards, street furniture, and airport displays, utilizing both digital and printed formats[92] - In Q1 2025, the Company sold its businesses in Mexico, Peru, and Chile for $34.0 million and its Europe-North segment businesses for $625.0 million. A definitive agreement to sell the Brazil business for approximately $14.7 million was entered into in May 2025, with the Spain sale ongoing[93][94][95] - In the first half of 2025, the Company reduced outstanding debt by approximately $605 million through the full prepayment of the $375.0 million CCIBV Term Loan Facility and the repurchase of $229.7 million aggregate principal amount of Senior Notes[96][97] - On August 4, 2025, the Company closed a private offering of $2.05 billion in new senior secured notes to redeem $2.0 billion of existing senior secured notes, extending its debt maturity profile[99] - The U.S. economy continues to face pressure from persistent inflation and elevated interest rates, affecting the Company's cost structure. Global trade policy uncertainties, including expanded tariffs, may also impact material and component costs[101][102] RESULTS OF OPERATIONS This section provides a detailed analysis of the Company's financial performance for continuing operations, both on a consolidated basis and by segment (America and Airports), and separately discusses the results of discontinued operations. It highlights key revenue drivers, expense changes, and profitability metrics - The discussion of results of operations focuses on continuing operations, with Segment Adjusted EBITDA serving as the primary profitability metric for the America and Airports segments[105] Consolidated Results of Continuing Operations Consolidated revenue increased by 7.0% in Q2 2025 and 4.8% year-to-date, driven by the MTA contract and strong Airports demand, with digital revenue showing significant growth. Operating expenses rose due to higher site lease and employee compensation costs, but corporate expenses decreased. Net income improved substantially, aided by a gain on debt extinguishment and lower interest expense Consolidated Financial Performance (Continuing Operations) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------- | | Revenue | $402,808 | $376,483 | 7.0% | | Operating income | $77,424 | $68,430 | 13.1% | | Income (loss) from continuing operations before income taxes | $10,857 | $(31,241) | NM | | Income (loss) from continuing operations | $6,331 | $(25,414) | NM | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :--------- | | Revenue | $736,988 | $703,323 | 4.8% | | Operating income | $122,414 | $112,315 | 9.0% | | Income (loss) from continuing operations before income taxes | $(43,265) | $(100,293) | NM | | Income (loss) from continuing operations | $(48,971) | $(94,638) | NM | Consolidated Digital Revenue Growth | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | | Digital revenue | $177,308 | $150,737 | 17.6% | | Percent of total consolidated revenue | 44.0% | 40.0% | 4.0 pp | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | | Digital revenue | $316,189 | $277,566 | 13.9% | | Percent of total consolidated revenue | 42.9% | 39.5% | 3.4 pp | - Consolidated direct operating expenses increased by 11.0% for the three months and 9.9% for the six months ended June 30, 2025, primarily due to higher site lease expense from the MTA contract and increased Airports revenue[109] - Corporate expenses decreased by 8.6% for the three months and 20.4% for the six months ended June 30, 2025, driven by lower legal costs, employee compensation, and the receipt of $10.1 million in insurance proceeds in the current year[113][114][115] - Interest expense, net, decreased by $4.1 million for the three months and $6.4 million for the six months ended June 30, 2025, primarily due to the repurchase of Senior Notes and lower average interest rates on the Term Loan Facility[119] - A gain on extinguishment of debt of $28.8 million was recognized during the three and six months ended June 30, 2025, related to the repurchase of Senior Notes at a discount[120] America Results of Operations The America segment experienced revenue growth of 4.4% in Q2 2025 and 3.2% year-to-date, primarily driven by the MTA contract and improved performance in the San Francisco/Bay Area market, with digital revenue being a key contributor. Direct operating expenses increased due to higher site lease costs related to the MTA contract America Segment Financial Performance | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :----------------------- | :------------------------------- | :------------------------------- | :--------- | | Revenue | $303,111 | $290,207 | 4.4% | | Segment Adjusted EBITDA | $127,601 | $126,980 | 0.5% | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :----------------------- | :----------------------------- | :----------------------------- | :--------- | | Revenue | $557,304 | $539,984 | 3.2% | | Segment Adjusted EBITDA | $215,472 | $222,444 | (3.1)% | - America revenue increased by $12.9 million (4.4%) for the three months and $17.3 million (3.2%) for the six months ended June 30, 2025, primarily driven by the MTA contract and improved performance in the San Francisco/Bay Area market[125] America Digital Revenue Growth | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | | Digital revenue | $113,800 | $102,427 | 11.1% | | Percent of total segment revenue | 37.5% | 35.3% | 2.2 pp | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | | Digital revenue | $186,646 | $203,424 | 9.0% | | Percent of total segment revenue | 36.5% | 34.6% | 1.9 pp | - America direct operating expenses increased by 10.4% for the three months and 8.6% for the six months ended June 30, 2025, primarily due to higher site lease expense, largely attributable to the MTA contract[127] Airports Results of Operations The Airports segment demonstrated strong revenue growth of 15.6% in Q2 2025 and 10.1% year-to-date, driven by robust advertising demand at key airports, with digital revenue significantly contributing to this increase. Direct operating expenses also rose due to higher site lease costs reflecting revenue growth Airports Segment Financial Performance | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :----------------------- | :------------------------------- | :------------------------------- | :--------- | | Revenue | $99,685 | $86,219 | 15.6% | | Segment Adjusted EBITDA | $24,347 | $19,082 | 27.6% | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :----------------------- | :----------------------------- | :----------------------------- | :--------- | | Revenue | $179,668 | $163,145 | 10.1% | | Segment Adjusted EBITDA | $38,660 | $38,164 | 1.3% | - Airports revenue increased by $13.5 million (15.6%) for the three months and $16.5 million (10.1%) for the six months ended June 30, 2025, driven by strong advertising demand at major airports like Port Authority of New York and New Jersey, San Francisco, and Hartsfield-Jackson Atlanta[130] Airports Digital Revenue Growth | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | | Digital revenue | $63,508 | $48,310 | 31.5% | | Percent of total segment revenue | 63.7% | 56.0% | 7.7 pp | | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | | Digital revenue | $112,765 | $90,920 | 24.0% | | Percent of total segment revenue | 62.8% | 55.7% | 7.1 pp | - Airports direct operating expenses increased by 12.8% for the three months and 13.5% for the six months ended June 30, 2025, primarily due to higher site lease expense reflecting revenue growth and lower rent abatements[133] Income (Loss) from Discontinued Operations Income from discontinued operations significantly improved year-over-year, moving from losses in 2024 to income in 2025, primarily driven by cost reductions and a substantial net gain from international business sales completed in the first quarter of 2025 - Income from discontinued operations was $4.3 million for Q2 2025 and $122.8 million for YTD 2025, a significant improvement compared to losses of $13.2 million and $33.1 million for the same periods in 2024[137][138][139] - The year-to-date income in 2025 was primarily driven by a $132.0 million net gain resulting from international business sales completed in Q1 2025[138] - The 2024 losses included expenses such as depreciation and amortization, impairment charges on Latin American assets, and higher interest expense and transaction costs related to international sales processes, which were not incurred in 2025[139] LIQUIDITY AND CAPITAL RESOURCES This section analyzes the Company's liquidity, detailing its short-term and long-term cash requirements, including working capital, capital expenditures, and debt service obligations. It also outlines the sources of capital, such as cash on hand, operating cash flow, proceeds from dispositions, and available credit facilities, and discusses potential future financing strategies - The Company's primary cash requirements include working capital, capital expenditures, and debt service obligations, which are typically met through cash on hand, internally generated cash flow, and credit facilities[141] - Long-term cash requirements include the repayment of outstanding debt, which now extends through 2033 following a recent refinancing, and investments in business growth and new technologies[143] - The Company may repurchase outstanding notes in the future, which could materially impact its liquidity, results of operations, or leverage ratios[144] Cash Requirements This subsection details the Company's specific cash needs, including significant site lease expenses for operations, capital expenditures for continuing and discontinued operations, and debt service obligations. It also provides projections for future cash interest payments - Site lease expense is a significant cash requirement, totaling $293.6 million for continuing operations during the six months ended June 30, 2025[149] Capital Expenditures | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Capital expenditures for continuing operations | $26,058 | $27,615 | | Capital expenditures for discontinued operations | $16,022 | $24,213 | | Total capital expenditures | $42,080 | $51,828 | - Cash interest payments decreased by $8.3 million to $210.2 million for the six months ended June 30, 2025, primarily due to recent refinancing activity and changes in interest payment timing and rates[155] - The Company expects cash interest payments of approximately $184 million for the remainder of 2025 and approximately $400 million in 2026. The next scheduled debt maturity is in April 2028[156][157] Sources of Capital and Liquidity This subsection details the Company's sources of funds, including cash on hand, net cash provided by operating activities (which improved significantly year-over-year), substantial proceeds from business dispositions, and available capacity under its Revolving Credit Facility and Receivables-Based Credit Facility, both of which had their maturity dates extended to June 2030 Cash, Cash Equivalents and Restricted Cash | (In thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------------------------- | :------------ | :---------------- | | Cash and cash equivalents in the Balance Sheets | $138,573 | $109,707 | | Cash and cash equivalents included in Current assets of discontinued operations | $8,487 | $54,595 | | Restricted cash included in: Other current assets | $1,321 | $1,116 | | Restricted cash included in: Current assets of discontinued operations | $886 | $6,654 | | Restricted cash included in: Other assets | $1,550 | — | | Total cash, cash equivalents and restricted cash in the Statements of Cash Flows | $150,817 | $172,072 | - Net cash provided by operating activities was $2.3 million for the six months ended June 30, 2025, an improvement from a $4.0 million outflow in the prior year, driven by $10.1 million in insurance proceeds and reduced cash interest payments[162] - The Company received $589.3 million in net cash proceeds from the sale of its Mexico, Peru, Chile, and Europe-North segment businesses during the six months ended June 30, 2025[163] Credit Facilities Borrowings and Availability (as of June 30, 2025) | (in millions) | Revolving Credit Facility | Receivables-Based Credit Facility | Total Credit Facilities | | :-------------------------- | :------------------------ | :-------------------------------- | :---------------------- | | Borrowing limit | $100.0 | $200.0 | $300.0 | | Borrowings outstanding | — | — | — | | Letters of credit outstanding | $6.8 | $81.2 | $88.1 | | Excess availability | $93.2 | $118.8 | $211.9 | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risks from changes in interest rates and inflation, with no material changes to disclosures since the 2024 Annual Report on Form 10-K - The Company is exposed to market risks from changes in interest rates and inflation[172] - There have been no material changes in the Company's market risk disclosures from those provided in its 2024 Annual Report on Form 10-K[172] ITEM 4. CONTROLS AND PROCEDURES Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[173] - There were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[174] PART II—OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, and other disclosures not covered in the financial statements ITEM 1. LEGAL PROCEEDINGS This section refers to Note 6 of the Condensed Consolidated Financial Statements for detailed information regarding legal proceedings - Information regarding the Company's legal proceedings is provided in Note 6 to the Condensed Consolidated Financial Statements[177] ITEM 1A. RISK FACTORS This section directs readers to Item 1A of the 2024 Annual Report on Form 10-K for comprehensive risk factor disclosures - Information regarding the Company's risk factors is disclosed in Item 1A of its 2024 Annual Report on Form 10-K[178] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the quarter, the Company withheld common stock from employees for tax obligations related to RSU vesting, recording them as treasury stock, with no other equity repurchases - The Company withheld shares of its common stock from employees to satisfy tax withholding obligations related to the vesting of restricted stock units, which were recorded as additions back to treasury stock[179] - The Company did not otherwise repurchase any of its equity securities during the period[179] ITEM 3. DEFAULTS UPON SENIOR SECURITIES The Company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[180] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[181] ITEM 5. OTHER INFORMATION No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - None of the Company's directors or officers adopted or terminated a 'Rule 10b5-1 trading arrangement' or a 'non-Rule 10b5-1 trading arrangement' during the quarter ended June 30, 2025[182] ITEM 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including corporate documents, indentures for new notes, credit agreement amendments, and certifications - Exhibits include the Amended Certificate of Incorporation, Amended and Restated Bylaws, Indentures for the 7.125% Senior Secured Notes due 2031 and 7.500% Senior Secured Notes due 2033, and amendments to the Receivables-Based Credit Agreement and Senior Secured Credit Agreement[183] Signatures The report was officially signed on August 5, 2025, by Jason A. Dilger, Chief Accounting Officer of Clear Channel Outdoor Holdings, Inc - The report was signed on August 5, 2025, by Jason A. Dilger, Chief Accounting Officer of Clear Channel Outdoor Holdings, Inc[187]