Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) today reported results
for its third quarter ended September 30, 2008.
Clear Channel Communications completed the merger with a group of equity
funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee
Partners, L.P. on July 30, 2008. Clear Channel Communications is now
owned indirectly by CC Media Holdings, Inc. ("CC
Media Holdings”). The merger was accounted for
as a purchase business combination in conformity with Statement of
Financial Accounting Standards No. 141, Business Combinations ("Statement
141”), and Emerging Issues Task Force Issue
88-16, Basis in Leveraged Buyout Transactions ("EITF
88-16”). Staff Accounting Bulletin No. 54, Push
Down Basis of Accounting Required in Certain Limited Circumstances ("SAB
54”), requires the application of push down
accounting in situations where the ownership of an entity has changed.
As a result, the post-merger financial statements of the Company reflect
the new basis of accounting.
Accordingly, the financial statements as of September 30, 2008 reflect
Clear Channel Communications’ fair value basis
resulting from the merger that has been pushed down to the Company. A
portion of the consideration paid by Clear Channel Communications has
been allocated to the assets and liabilities acquired at their
respective fair values at July 30, 2008. The remaining portion was
recorded at the continuing shareholders basis, due to the fact that
certain shares of Clear Channel Communications’
were exchanged for shares of CC Media Holdings’
Class A common stock. Excess consideration after this allocation was
recorded as goodwill. Clear Channel Communications has estimated the
fair value of the acquired assets and liabilities as of the merger date
utilizing information available at the time the financial statements
were prepared. These estimates are subject to refinement until all
pertinent information is obtained. Clear Channel Communications is
currently in the process of obtaining third-party valuations of certain
of the acquired assets and liabilities in order to allocate the purchase
price. Clear Channel Communications will complete its purchase price
allocation within one year of the closing of the acquisition. The final
allocation of the purchase price may be different than the initial
allocation.
The Company reported revenues of $813.4 million in the third quarter of
2008, a 0.5% decrease from the $817.5 million reported for the third
quarter of 2007. Included in the Company’s
revenue is a $20.2 million increase due to movements in foreign
exchange; excluding the effects of these movements in foreign exchange,
the revenue decline would have been 3%. See reconciliation of revenue
excluding effects of foreign exchange to revenue at the end of this
press release.
Clear Channel Outdoor’s operating expenses
increased 7% to $605.5 million during the third quarter of 2008 compared
to 2007. Included in the Company’s third
quarter 2008 expenses is an $18.1 million increase due to movements in
foreign exchange; excluding the effects of these movements in foreign
exchange, growth in expenses would have been 4%. See reconciliation of
expenses excluding effects of foreign exchange to expenses at the end of
this press release. Also included in the Company’s
third quarter 2008 operating expenses is approximately $3.0 million of
non-cash compensation expense. This compares to non-cash compensation
expense in operating expenses of $2.3 million in the third quarter of
2007.
Clear Channel Outdoor’s net income and
diluted earnings per share were $9.1 million and $0.03, respectively,
during the third quarter of 2008. This compares to net income of $54.7
million or $0.15 per diluted share in the third quarter of 2007. Clear
Channel Outdoor’s third quarter 2008 net
income included an approximate $9.0 million loss or $0.03 per diluted
share on the impairment of a nonconsolidated affiliate. Excluding this
loss, Clear Channel Outdoor’s third quarter
2008 net income would have been approximately $18.1 million or $0.06 per
diluted share. See reconciliation of net income and diluted earnings per
share at the end of this release.
The Company’s OIBDAN was $194.6 million in
the third quarter of 2008, an 18% decrease from the third quarter of
2007. The Company defines OIBDAN as net income adjusted to exclude
non-cash compensation expense and the following line items presented in
its Statement of Operations: Minority interest, net of tax; Income tax
benefit (expense); Other (expense) income - net; Equity in earnings of
nonconsolidated affiliates; Interest expense; Gain on disposition of
assets - net; and, D&A. See reconciliation of OIBDAN to net income at
the end of this press release.
"Throughout its history, the Outdoor category
has proven remarkably resilient. Still, economic pressures in the US and
abroad are having their effect on our advertisers and our business
performance. Overall revenues in the third quarter were virtually flat
with the same period last year – our
international operations grew modestly while revenues in the Americas
were off slightly. As we navigate these near-term difficulties, we are
committed to measures that will position our businesses defensively.
Cost efficiencies, disciplined capital spending and execution are
paramount. We are confident that Clear Channel Outdoor’s strong
and flexible assets are well-positioned for the long term –
our geographic diversity, digital platform and premium positioning
world-wide are unique and valuable properties,”
commented Mark Mays, Chief Executive Officer of Clear Channel Outdoor.
Paul J. Meyer, Global President and Chief Operating Officer, commented, "In
the third quarter, the Americas' results reflect overall a decline in
national business and a more modest decline in local business, partially
offset by another strong performance from our Latin American markets and
our growing U.S. digital networks. We continue to control core expenses,
but overall expenses are still being negatively impacted by new
contracts. Internationally, we began to experience the impact of the
growing global slowdown across our Western European businesses,
particularly in France and the UK. The effect of this slowdown was
mitigated somewhat by strong performances in our Eastern European
markets and China, which benefited significantly from Olympic
advertising.”
|
Revenue, Direct Operating and
SG&A Expenses, and OIBDAN by Division
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Three Months Ended
|
|
%
|
|
|
|
September 30,
|
|
Change
|
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
Americas
|
|
$
|
369,730
|
|
|
$
|
386,353
|
|
|
(4
|
%)
|
|
International
|
|
|
443,645
|
|
|
|
431,188
|
|
|
3
|
%
|
|
Consolidated revenue
|
|
$
|
813,375
|
|
|
$
|
817,541
|
|
|
(0.5
|
%)
|
|
|
|
|
|
Direct Operating and SG&A Expenses
by Division
|
|
|
|
Americas
|
|
$
|
222,655
|
|
|
$
|
203,975
|
|
|
|
|
Less: Non-cash compensation expense
|
|
|
(2,388
|
)
|
|
|
(1,859
|
)
|
|
|
|
|
|
|
220,267
|
|
|
|
202,116
|
|
|
9
|
%
|
|
|
|
|
|
|
|
|
|
International
|
|
|
382,839
|
|
|
|
361,725
|
|
|
|
|
Less: Non-cash compensation expense
|
|
|
(630
|
)
|
|
|
(398
|
)
|
|
|
|
|
|
|
382,209
|
|
|
|
361,327
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
Plus: Non-cash compensation expense
|
|
|
3,018
|
|
|
|
2,257
|
|
|
|
|
Consolidated direct operating and SG&A expenses
|
|
$
|
605,494
|
|
|
$
|
565,700
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company’s 2008 revenue and direct
operating and SG&A expenses increased approximately $20.2 million and
$18.1 million, respectively, from foreign exchange movements during the
third quarter of 2008 as compared to the same period of 2007.
|
OIBDAN
|
|
|
|
|
|
Americas
|
|
$
|
149,463
|
|
$
|
184,237
|
|
(19
|
%)
|
|
International
|
|
|
61,436
|
|
|
69,861
|
|
(12
|
%)
|
|
Corporate
|
|
|
(16,314
|
)
|
|
(16,197
|
)
|
|
|
Consolidated OIBDAN
|
|
$
|
194,585
|
|
$
|
237,901
|
|
(18
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
See reconciliation of OIBDAN to net income at the end of this press
release.
Americas
Revenue declined approximately $16.6 million during the third quarter of
2008 compared to the same period of 2007 driven by a decline in bulletin
and poster revenues. The decline in bulletin and poster revenues was
driven principally by a decline in occupancy compared to the third
quarter of 2007. A decline in national advertising had the biggest
adverse impact on occupancy. Partially offsetting the decline in
bulletin and poster revenues was an increase in digital revenues
primarily driven by an increase in the number of digital displays. The
top five advertising categories during the quarter were
telecommunications, retail, media, automotive and amusements. With the
exception of Los Angeles and Milwaukee, two of the markets where the
Company has installed digital networks, results for most U.S. markets
reflected slowing demand during the quarter. The Company’s
Latin American markets experienced significant growth in both revenue
and OIBDAN during the quarter.
Operating expenses increased $18.7 million during the third quarter of
2008 compared to the same period of 2007 primarily from an $11.6 million
increase in site-lease expenses. The increase in site-lease expenses is
attributable to new taxi contracts in New York and Las Vegas, new
airport contracts in San Jose and Seattle and new street furniture
contracts in San Francisco.
International
Revenue increased approximately $12.5 million during the third quarter
of 2008 compared to the same period of 2007 including the positive
impact in foreign exchange of $18.5 million. Also contributing to the
increased revenue was growth in China principally from the effects of
the Olympics. Partially offsetting the revenue growth was a decline in
France mostly from the loss of a contract for advertising on railways.
Revenues in the United Kingdom also declined in the third quarter of
2008. The top five international advertising categories were retail,
food products, telecommunications, automotive and entertainment. Leading
markets during the quarter included China, Finland, Romania, Turkey,
Poland, Russia and the Baltics.
Operating expenses increased $21.1 million primarily from an increase of
$16.9 million from movements in foreign exchange.
Digital Conversion
The Company installed 56 digital displays during the quarter, compared
to 27 during the same period last year. The Company has installed a
total of 137 units through the first nine months of the year. The
Company expects to install in excess of 150 digital boards in 2008.
FAS No. 123 (R): Share-Based Payment ("FAS
123(R)”)
The following table details non-cash compensation expense, which
represents employee compensation costs related to stock option grants
and restricted stock awards, for the third quarter of 2008 and 2007:
|
(In thousands)
|
|
Three Months Ended
|
|
|
|
September 30,
|
|
|
|
|
2008
|
|
|
2007
|
|
Direct operating expense
|
|
$
|
2,456
|
|
$
|
1,629
|
|
SG&A
|
|
|
562
|
|
|
628
|
|
Corporate
|
|
|
228
|
|
|
125
|
|
Total share-based payments
|
|
$
|
3,246
|
|
$
|
2,382
|
|
|
|
|
|
|
|
|
Current Information and Expectations
The Company has previously provided information regarding its revenue
pacings and certain expectations related to 2008 operating results. That
information was last provided on May 9, 2008 and has not been updated.
The Company is not providing such information in this release and does
not anticipate providing this information in the future. The Company
will not update or revise any previously disclosed information.
Investors are cautioned to no longer rely on such prior information
given the passage of time and other reasons discussed in the Company’s
reports filed with the SEC. Future results could differ materially than
the forward-looking information previously disclosed.
The Company periodically reviews its disclosure practices in the
ordinary course of its business and management determined to cease
providing this information after taking into consideration a number of
factors. There should be nothing read into the timing of this change in
policy, nor should any inferences be drawn relative to internal or
external economic factors.
The global economic slowdown has adversely affected advertising revenues
across the Company’s business in recent
months. The Company will perform its annual impairment test in the
fourth quarter of 2008 and it is possible that a continued deterioration
in advertising revenues could result in the Company recognizing an
impairment charge.
TABLE 1 - Financial Highlights of
Clear Channel Outdoor Holdings, Inc. and Subsidiaries - Unaudited
The discussion in this release is presented on a combined basis of the
post-merger period for 2008. The 2008 post-merger and pre-merger results
are presented below, but are not discussed separately. The Company
believes that the discussion on a combined basis is more meaningful as
it allows the results of the operations to be analyzed to comparable
periods in 2007.
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
(In thousands, except per share data)
|
|
September 30,
|
|
%
|
|
|
|
|
2008
|
|
|
|
2007
|
|
|
Change
|
|
Revenue
|
|
$
|
813,375
|
|
|
$
|
817,541
|
|
|
(0.5
|
%)
|
|
Direct operating expenses
|
|
|
463,117
|
|
|
|
434,472
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
142,377
|
|
|
|
131,228
|
|
|
|
|
Corporate expenses
|
|
|
16,542
|
|
|
|
16,322
|
|
|
|
|
Depreciation and amortization
|
|
|
118,798
|
|
|
|
99,793
|
|
|
|
|
Gain on disposition of assets – net
|
|
|
4,034
|
|
|
|
414
|
|
|
|
|
Operating Income
|
|
|
76,575
|
|
|
|
136,140
|
|
|
(44
|
%)
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
44,222
|
|
|
|
40,178
|
|
|
|
|
Equity in earnings (loss) of nonconsolidated affiliates
|
|
|
(9,814
|
)
|
|
|
(836
|
)
|
|
|
|
Other (expense) income – net
|
|
|
2,090
|
|
|
|
2,815
|
|
|
|
|
Income before income taxes and minority interest
|
|
|
24,629
|
|
|
|
97,941
|
|
|
|
|
Income tax (expense) benefit:
|
|
|
|
|
|
|
|
Current
|
|
|
(9,840
|
)
|
|
|
(31,663
|
)
|
|
|
|
Deferred
|
|
|
1,037
|
|
|
|
(5,784
|
)
|
|
|
|
Income tax (expense) benefit
|
|
|
(8,803
|
)
|
|
|
(37,447
|
)
|
|
|
|
Minority interest expense, net of tax
|
|
|
6,711
|
|
|
|
5,778
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,115
|
|
|
$
|
54,716
|
|
|
(83
|
%)
|
|
|
|
|
|
|
|
|
|
Diluted net earnings per share
|
|
$
|
.03
|
|
|
$
|
.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following information in Table 1 is presented for two periods:
post-merger and pre-merger. Purchase accounting adjustments pursuant to
the aforementioned standards were pushed down to the opening balance
sheet of the Company on July 31, 2008 as the merger occurred at the
close of business on July 30, 2008 and the results of operations
subsequent to this date reflect the impact of the new basis of
accounting. The merger resulted in a new basis of accounting beginning
on July 31, 2008 and the financial reporting periods are presented as
follows:
-
The period from July 31 through September 30, 2008 includes the
post-merger period of the Company, reflecting the purchase accounting
adjustments related to the merger that were pushed down to the Company.
-
The periods from January 1 through July 30, 2008 and July 1 through
July 30, 2008 include the pre-merger period of the Company.
-
The 2007 periods presented are pre-merger. The consolidated financial
statements for all pre-merger periods were prepared using the
historical basis of accounting for the Company. As a result of the
merger and the associated purchase accounting, the consolidated
financial statements of the post-merger periods are not comparable to
periods preceding the merger.
|
(In thousands, except per share data)
|
|
Post-Merger
|
|
Pre-Merger
|
|
Combined
|
|
|
|
Period from
July 31 through September 30,
|
|
Period from
July 1 through July 30,
|
|
Three Months Ended
September 30,
|
|
|
|
2008
|
|
2008
|
|
2008
|
|
Revenue
|
|
$
|
541,699
|
|
|
$
|
271,676
|
|
|
$
|
813,375
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Direct operating expenses
|
|
|
304,763
|
|
|
|
158,354
|
|
|
|
463,117
|
|
|
Selling, general and administrative expenses
|
|
|
93,175
|
|
|
|
49,202
|
|
|
|
142,377
|
|
|
Depreciation and amortization
|
|
|
81,015
|
|
|
|
37,783
|
|
|
|
118,798
|
|
|
Corporate expenses
|
|
|
11,231
|
|
|
|
5,311
|
|
|
|
16,542
|
|
|
Gain on disposition of assets – net
|
|
|
1,528
|
|
|
|
2,506
|
|
|
|
4,034
|
|
|
Operating income
|
|
|
53,043
|
|
|
|
23,532
|
|
|
|
76,575
|
|
|
Interest expense (including interest on debt with Clear Channel
Communications)
|
|
|
29,640
|
|
|
|
14,582
|
|
|
|
44,222
|
|
|
Equity in earnings (loss) of nonconsolidated affiliates
|
|
|
(947
|
)
|
|
|
(8,867
|
)
|
|
|
(9,814
|
)
|
|
Other income (expense) – net
|
|
|
(977
|
)
|
|
|
3,067
|
|
|
|
2,090
|
|
|
Income before income taxes and minority interest
|
|
|
21,479
|
|
|
|
3,150
|
|
|
|
24,629
|
|
|
Income tax benefit (expense):
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
(5,032
|
)
|
|
|
(4,808
|
)
|
|
|
(9,840
|
)
|
|
Deferred
|
|
|
(82
|
)
|
|
|
1,119
|
|
|
|
1,037
|
|
|
Income tax benefit (expense)
|
|
|
(5,114
|
)
|
|
|
(3,689
|
)
|
|
|
(8,803
|
)
|
|
Minority interest income (expense), net of tax
|
|
|
(5,551
|
)
|
|
|
(1,160
|
)
|
|
|
(6,711
|
)
|
|
Net income (loss)
|
|
$
|
10,814
|
|
|
$
|
(1,699
|
)
|
|
$
|
9,115
|
|
|
Basic
|
|
$
|
.03
|
|
|
$
|
(.00
|
)
|
|
$
|
.03
|
|
|
Weighted average common shares outstanding –
Basic
|
|
|
355,294
|
|
|
|
355,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
.03
|
|
|
$
|
(.00
|
)
|
|
$
|
.03
|
|
|
Weighted average common shares outstanding –
Diluted
|
|
|
355,655
|
|
|
|
355,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-Merger
|
|
Pre-Merger
|
|
|
|
Period from
July 31 through September 30,
|
|
Period from
July 1 through July 30,
|
|
Three Months Ended September 30,
|
|
|
|
2008
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
541,699
|
|
|
$
|
271,676
|
|
|
$
|
817,541
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Direct operating expenses (excludes depreciation and amortization)
|
|
|
304,763
|
|
|
|
158,354
|
|
|
|
434,472
|
|
|
Selling, general and administrative expenses (excludes depreciation
and amortization)
|
|
|
93,175
|
|
|
|
49,202
|
|
|
|
131,228
|
|
|
Depreciation and amortization
|
|
|
81,015
|
|
|
|
37,783
|
|
|
|
99,793
|
|
|
Corporate expenses (excludes depreciation and amortization)
|
|
|
11,231
|
|
|
|
5,311
|
|
|
|
16,322
|
|
|
Gain on disposition of assets – net
|
|
|
1,528
|
|
|
|
2,506
|
|
|
|
414
|
|
|
Operating income
|
|
|
53,043
|
|
|
|
23,532
|
|
|
|
136,140
|
|
|
|
|
|
|
|
|
|
|
Interest expense on debt with Clear Channel Communications
|
|
|
29,440
|
|
|
|
14,508
|
|
|
|
39,274
|
|
|
Interest expense
|
|
|
966
|
|
|
|
504
|
|
|
|
2,093
|
|
|
Interest income on Due from Clear Channel Communications
|
|
|
766
|
|
|
|
430
|
|
|
|
1,189
|
|
|
Equity in earnings (loss) of nonconsolidated affiliates
|
|
|
(947
|
)
|
|
|
(8,867
|
)
|
|
|
(836
|
)
|
|
Other income (expense) – net
|
|
|
(977
|
)
|
|
|
3,067
|
|
|
|
2,815
|
|
|
Income before income taxes and minority interest
|
|
|
21,479
|
|
|
|
3,150
|
|
|
|
97,941
|
|
|
Income tax benefit (expense):
|
|
|
|
|
|
|
|
Current
|
|
|
(5,032
|
)
|
|
|
(4,808
|
)
|
|
|
(31,663
|
)
|
|
Deferred
|
|
|
(82
|
)
|
|
|
1,119
|
|
|
|
(5,784
|
)
|
|
Income tax benefit (expense)
|
|
|
(5,114
|
)
|
|
|
(3,689
|
)
|
|
|
(37,447
|
)
|
|
Minority interest income (expense), net of tax
|
|
|
(5,551
|
)
|
|
|
(1,160
|
)
|
|
|
(5,778
|
)
|
|
Net income (loss)
|
|
|
10,814
|
|
|
|
(1,699
|
)
|
|
|
54,716
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(110,923
|
)
|
|
|
(9,592
|
)
|
|
|
52,345
|
|
|
Unrealized loss on marketable securities
|
|
|
(20,685
|
)
|
|
|
(2,404
|
)
|
|
|
—
|
|
|
Comprehensive income (loss)
|
|
$
|
(120,794
|
)
|
|
$
|
(13,695
|
)
|
|
$
|
107,061
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
.03
|
|
|
$
|
(.00
|
)
|
|
$
|
.15
|
|
|
Weighted average common shares outstanding –
Basic
|
|
|
355,294
|
|
|
|
355,294
|
|
|
|
354,909
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
.03
|
|
|
$
|
(.00
|
)
|
|
$
|
.15
|
|
|
Weighted average common shares outstanding –
Diluted
|
|
|
355,655
|
|
|
|
355,568
|
|
|
|
355,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Taxes
The effective tax rate for the three months ended September 30, 2008
decreased to 35.7% as compared to 38.2% for the three months ended
September 30, 2007, primarily due to the favorable settlement of certain
state tax return examinations during 2008.
TABLE 2 - Selected Balance Sheet
Information - Unaudited
Selected balance sheet information for 2008 and 2007 was:
|
|
|
September 30,
|
|
December 31,
|
|
(In millions)
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Cash
|
|
$
|
82.1
|
|
$
|
134.9
|
|
Due from Clear Channel Communications
|
|
$
|
378.6
|
|
$
|
265.4
|
|
Total Current Assets
|
|
$
|
1,594.4
|
|
$
|
1,607.1
|
|
Net Property, Plant and Equipment
|
|
$
|
2,586.8
|
|
$
|
2,244.1
|
|
Total Assets
|
|
$
|
11,858.8
|
|
$
|
5,935.6
|
|
|
|
|
|
|
|
Current Liabilities (excluding current portion of long-term debt)
|
|
$
|
727.5
|
|
$
|
834.2
|
|
Long-Term Debt (including current portion of long-term debt)
|
|
$
|
75.7
|
|
$
|
182.0
|
|
Debt with Clear Channel Communications
|
|
$
|
2,500.0
|
|
$
|
2,500.0
|
|
Shareholders’ Equity
|
|
$
|
6,591.7
|
|
$
|
1,982.7
|
|
|
|
|
|
|
|
|
TABLE 3 - Capital Expenditures -
Unaudited
Capital expenditures for the nine months ended September 30, 2008 and
2007 were:
|
(In millions)
|
|
September 30,
|
|
September 30,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Non-revenue producing
|
|
$
|
59.2
|
|
$
|
53.7
|
|
Revenue producing
|
|
|
178.7
|
|
|
111.5
|
|
Total capital expenditures
|
|
$
|
237.9
|
|
$
|
165.2
|
|
|
|
|
|
|
|
|
The Company defines non-revenue producing capital expenditures as those
expenditures that are required on a recurring basis. Revenue producing
capital expenditures are discretionary capital investments for new
revenue streams, similar to an acquisition.
TABLE 4 - Total Debt - Unaudited
At September 30, 2008, Clear Channel Outdoor had total debt of:
|
(In millions)
|
|
September 30, 2008
|
|
|
|
|
|
Bank Credit Facility
|
|
$
|
—
|
|
Debt with Clear Channel Communications
|
|
|
2,500.0
|
|
Other Debt
|
|
|
75.7
|
|
Total
|
|
|
2,575.7
|
|
Cash
|
|
|
82.1
|
|
Due from Clear Channel Communications
|
|
|
378.6
|
|
Net Debt
|
|
$
|
2,115.0
|
|
|
|
|
|
Liquidity and Financial Position
For the nine months ended September 30, 2008, cash flow from operating
activities was $447.5 million, cash flow used by investing activities
was $308.5 million, cash flow used by financing activities was $195.0
million, and the effect of exchange rate changes on cash was $3.2
million for a net decrease in cash of $52.8 million.
Leverage, defined as total debt including debt to Clear Channel
Communications, net of cash, divided by the trailing 12-month OIBDAN,
was 2.4x at September 30, 2008.
|
Supplemental Disclosure Regarding Non-GAAP Financial Information
|
|
|
|
Operating Income before Depreciation and Amortization (D&A),
Non-cash Compensation Expense and Gain on Disposition of Assets -
Net (OIBDAN)
|
|
|
|
The following tables set forth Clear Channel Outdoor's OIBDAN for
the three months ended September 30, 2008 and 2007. The Company
defines OIBDAN as net income adjusted to exclude non-cash
compensation expense and the following line items presented in its
Statement of Operations: Minority interest, net of tax; Income tax
benefit (expense); Other (expense) income - net; Equity in earnings
of nonconsolidated affiliates; Interest expense; Gain on disposition
of assets - net; and D&A.
|
|
|
|
The Company uses OIBDAN, among other things, to evaluate the
Company's operating performance. This measure is among the primary
measures used by management for planning and forecasting of future
periods, as well as for measuring performance for compensation of
executives and other members of management. This measure is an
important indicator of the Company's operational strength and
performance of its business because it provides a link between
profitability and cash flows from operating activities. It is also a
primary measure used by management in evaluating companies as
potential acquisition targets.
|
|
|
|
The Company believes the presentation of this measure is relevant
and useful for investors because it allows investors to view
performance in a manner similar to the method used by the Company's
management. It helps improve investors' ability to understand the
Company's operating performance and makes it easier to compare the
Company's results with other companies that have different capital
structures, stock option structures or tax rates. In addition, this
measure is also among the primary measures used externally by the
Company's investors, analysts and peers in its industry for purposes
of valuation and comparing the operating performance of the Company
to other companies in its industry.
|
|
|
|
Since OIBDAN is not a measure calculated in accordance with GAAP, it
should not be considered in isolation of, or as a substitute for,
net income as an indicator of operating performance and may not be
comparable to similarly titled measures employed by other companies.
OIBDAN is not necessarily a measure of the Company's ability to fund
its cash needs. As it excludes certain financial information
compared with operating income and net income (loss), the most
directly comparable GAAP financial measures, users of this financial
information should consider the types of events and transactions,
which are excluded.
|
|
|
|
In addition, because a significant portion of the Company's
advertising operations are conducted in foreign markets, principally
France and the United Kingdom, management reviews the operating
results from its foreign operations on a constant Dollar basis. A
constant dollar basis (i.e. a foreign currency adjustment is made to
the 2008 actual foreign revenues and expenses at average 2007
foreign exchange rates) allows for comparison of operations
independent of foreign exchange movements.
|
|
|
|
As required by the SEC, the Company provides reconciliations below
to the most directly comparable amounts reported under GAAP,
including: (i) OIBDAN for each segment to consolidated operating
income; (ii) Revenue excluding foreign exchange effects to revenue;
(iii) Expense excluding foreign exchange effects to expense (iv)
OIBDAN to net income and (v) Net income and diluted earnings per
share excluding certain items discussed earlier.
|
|
|
|
(In thousands)
|
|
Operating income (loss)
|
|
Non-cash compensation expense
|
|
Depreciation
and amortization
|
|
Gain on disposition of assets - net
|
|
OIBDAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
2008
|
|
|
|
|
|
|
|
Americas
|
|
$
|
91,208
|
|
|
$
|
2,388
|
|
$
|
55,867
|
|
$
|
—
|
|
|
$
|
149,463
|
|
|
International
|
|
|
(2,125
|
)
|
|
|
630
|
|
|
62,931
|
|
|
—
|
|
|
|
61,436
|
|
|
Corporate
|
|
|
(16,542
|
)
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
|
(16,314
|
)
|
|
Gain on disposition of assets – net
|
|
|
4,034
|
|
|
|
—
|
|
|
—
|
|
|
(4,034
|
)
|
|
|
—
|
|
|
Consolidated
|
|
$
|
76,575
|
|
|
$
|
3,246
|
|
$
|
118,798
|
|
$
|
(4,034
|
)
|
|
$
|
194,585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
2007
|
|
|
|
|
|
|
|
Americas
|
|
$
|
134,686
|
|
|
$
|
1,859
|
|
$
|
47,692
|
|
$
|
—
|
|
|
$
|
184,237
|
|
|
International
|
|
|
17,362
|
|
|
|
398
|
|
|
52,101
|
|
|
—
|
|
|
|
69,861
|
|
|
Corporate
|
|
|
(16,322
|
)
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
|
(16,197
|
)
|
|
Gain on disposition of assets – net
|
|
|
414
|
|
|
|
—
|
|
|
—
|
|
|
(414
|
)
|
|
|
—
|
|
|
Consolidated
|
|
$
|
136,140
|
|
|
$
|
2,382
|
|
$
|
99,793
|
|
$
|
(414
|
)
|
|
$
|
237,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Revenue excluding Foreign Exchange Effects to
Revenue
|
|
|
|
|
|
|
|
(In thousands)
|
|
Three Months Ended
|
|
%
|
|
|
|
September 30,
|
|
Change
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
813,375
|
|
|
$
|
817,541
|
|
(0.5
|
%)
|
|
Less: Foreign exchange increase
|
|
|
(20,185
|
)
|
|
|
—
|
|
|
|
Revenue excluding effects of foreign exchange
|
|
$
|
793,190
|
|
|
$
|
817,541
|
|
(3
|
%)
|
|
|
|
|
|
|
|
|
|
International revenue
|
|
$
|
443,645
|
|
|
$
|
431,188
|
|
3
|
%
|
|
Less: Foreign exchange increase
|
|
|
(18,460
|
)
|
|
|
—
|
|
|
|
International revenue excluding effects of foreign exchange
|
|
$
|
425,185
|
|
|
$
|
431,188
|
|
(1
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Expense (Direct Operating and SG&A Expenses)
excluding Foreign Exchange Effects to Expense
|
|
|
|
(In thousands)
|
|
Three Months Ended
|
|
%
|
|
|
|
September 30,
|
|
Change
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Expense
|
|
$
|
605,494
|
|
|
$
|
565,700
|
|
7
|
%
|
|
Less: Foreign exchange increase
|
|
|
(18,115
|
)
|
|
|
—
|
|
|
|
Expense excluding effects of foreign exchange
|
|
$
|
587,379
|
|
|
$
|
565,700
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
International expense
|
|
$
|
382,839
|
|
|
$
|
361,725
|
|
6
|
%
|
|
Less: Foreign exchange increase
|
|
|
(16,903
|
)
|
|
|
—
|
|
|
|
International expense excluding effects of foreign exchange
|
|
$
|
365,936
|
|
|
$
|
361,725
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of OIBDAN excluding Foreign Exchange Effects to
OIBDAN
|
|
|
|
(In thousands)
|
|
Three Months Ended
|
|
%
|
|
|
|
September 30,
|
|
Change
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
OIBDAN
|
|
$
|
194,585
|
|
|
$
|
237,901
|
|
(18
|
%)
|
|
Less: Foreign exchange increase
|
|
|
(2,070
|
)
|
|
|
—
|
|
|
|
OIBDAN excluding effects of foreign exchange
|
|
$
|
192,515
|
|
|
$
|
237,901
|
|
(19
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of OIBDAN to Net income
|
|
|
|
(In thousands)
|
|
Three Months Ended
|
|
%
|
|
|
|
September 30,
|
|
Change
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
OIBDAN
|
|
$
|
194,585
|
|
|
$
|
237,901
|
|
|
(18
|
%)
|
|
Non-cash compensation expense
|
|
|
3,246
|
|
|
|
2,382
|
|
|
|
|
Depreciation & amortization
|
|
|
118,798
|
|
|
|
99,793
|
|
|
|
|
Gain on disposition of assets – net
|
|
|
4,034
|
|
|
|
414
|
|
|
|
|
Operating Income
|
|
|
76,575
|
|
|
|
136,140
|
|
|
(44
|
%)
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
44,222
|
|
|
|
40,178
|
|
|
|
|
Equity in earnings (loss) of nonconsolidated affiliates
|
|
|
(9,814
|
)
|
|
|
(836
|
)
|
|
|
|
Other (expense) income– net
|
|
|
2,090
|
|
|
|
2,815
|
|
|
|
|
Income before income taxes and minority interest
|
|
|
24,629
|
|
|
|
97,941
|
|
|
|
|
Income tax (expense) benefit:
|
|
|
|
|
|
|
|
Current
|
|
|
(9,840
|
)
|
|
|
(31,663
|
)
|
|
|
|
Deferred
|
|
|
1,037
|
|
|
|
(5,784
|
)
|
|
|
|
Income tax (expense) benefit
|
|
|
(8,803
|
)
|
|
|
(37,447
|
)
|
|
|
|
Minority interest expense, net of tax
|
|
|
6,711
|
|
|
|
5,778
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,115
|
|
|
$
|
54,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income and Diluted Earnings per Share ("EPS”)
|
|
|
|
(In millions, except per share data)
|
|
Three Months Ended
|
|
Three Months Ended
|
|
|
|
September 30, 2008
|
|
September 30, 2007
|
|
|
|
Net Income
|
|
EPS
|
|
Net Income
|
|
EPS
|
|
Reported Amounts
|
|
$
|
9.1
|
|
|
$
|
0.03
|
|
|
$
|
54.7
|
|
$
|
0.15
|
|
Less: Loss on impairment
|
|
|
(9.0
|
)
|
|
|
(0.03
|
)
|
|
|
—
|
|
|
—
|
|
Amounts excluding certain items
|
|
$
|
18.1
|
|
|
$
|
0.06
|
|
|
$
|
54.7
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
About Clear Channel Outdoor Holdings
Clear Channel Outdoor, headquartered in San Antonio, Texas, is a global
leader in the outdoor advertising industry providing clients with
advertising opportunities through billboards, street furniture displays,
transit displays, and other out-of-home advertising displays.
Certain statements in this document 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 which may cause the actual results, performance or achievements
of Clear Channel Outdoor to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The words or phrases "guidance,”
"believe,”
"expect,”
"anticipate,”
"estimates”
and "forecast” and
similar words or expressions are intended to identify such
forward-looking statements. In addition, any statements that refer to
expectations or other characterizations of future events or
circumstances are forward-looking statements.
Various risks that could cause future results to differ from those
expressed by the forward-looking statements included in this document
include, but are not limited to: changes in business, political and
economic conditions in the U.S. and in other countries in which Clear
Channel Outdoor currently does business (both general and relative to
the advertising industry); fluctuations in interest rates; changes in
operating performance; shifts in population and other demographics;
changes in the level of competition for advertising dollars;
fluctuations in operating costs; technological changes and innovations;
changes in labor conditions; changes in governmental regulations and
policies and actions of regulatory bodies; fluctuations in exchange
rates and currency values; changes in tax rates; and changes in capital
expenditure requirements and access to capital markets. Other unknown or
unpredictable factors also could have material adverse effects on Clear
Channel Outdoor’s future results, performance
or achievements. In light of these risks, uncertainties, assumptions and
factors, the forward-looking events discussed in this document may not
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated, or
if no date is stated, as of the date of this document. Other key risks
are described in Clear Channel Outdoor’s
reports and other documents filed with the U.S. Securities and Exchange
Commission, including in the section entitled "Item 1A. Risk Factors”
of the Company’s Annual Report filed on Form
10-K for the year ended December 31, 2007. Except as otherwise stated in
this document, Clear Channel Outdoor does not undertake any obligation
to publicly update or revise any forward-looking statements because of
new information, future events or otherwise.