Clear Channel Outdoor Holdings, Inc. (CCO) Q2 2020 Earnings Report, Transcript and Summary

Ladies and gentlemen, thank you for standing by and welcome to the Clear Channel Outdoor Holdings 2020 Second Quarter Earnings Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the conference over to your speaker today, Eileen McLaughlin, Vice President, Investor Relations, Clear Channel Outdoor Holdings. Thank you. Please go ahead.

Good morning and thank you for joining Clear Channel Outdoor Holdings 2020 second quarter earnings call. On the call today are William Eccleshare, Chief Executive Officer of Clear Channel Outdoor Holdings Inc. and Brian Coleman, Chief Financial Officer of Clear Channel Outdoor Holdings Inc. who will provide an overview of the second quarter 2020 operating performance of Clear Channel Outdoor Holdings Inc and Clear Channel International B.V. After introduction and a review of our results, we will open up the line for questions and Scott Wells, Chief Executive Officer of Clear Channel Outdoor Americas will participate in the Q&A portion of the call. Before we begin, I’d like to remind everyone that this conference call includes forward-looking statements. These statements include management’s expectations, beliefs, and projections about performance and represents management’s current beliefs. There can be no assurance that management’s expectations, beliefs or projections will be achieved or that actual results will not differ from expectations. Please review the statements of risks contained in our earnings press releases and filings with the SEC. During today’s call, we will provide certain performance measures that do not conform to Generally Accepted Accounting Principles. We provided schedules that reconcile these non-GAAP measures with our reported results on a GAAP basis, as part of our earnings press releases and the earnings conference call presentation, which can be found in the financial section of our website, investor.clearchannel.com. Additionally, when we reference our business in China, we are referring to our 51% investment in Clear Media Limited, a public company that trades on the Hong Kong Stock Exchange. Please note that our earnings release and the slide presentation are also available on our website, investor.clearchannel.com, and are integral to our earnings conference call. They provide a detailed breakdown of foreign exchange and non-cash compensation expense items, as well as segment revenues and adjusted EBITDA among other important information. For that reason, we ask that you view each slide as William and Brian comment on them. Also, please note that the information provided on this call speaks only to management’s views as of today, August 7, 2020 and may no longer be accurate at the time of a replay. With that, please turn to Page 3 in the presentation and I will now turn the call over to William Eccleshare.

Good morning, everyone and thank you for taking the time to join today’s call. Once again, we are conducting this call remotely today, so please bear with us in case if there are technical issues during the call. I’d like to start by saying that I hope you and your families are well and safe. This has currently been an unprecedented quarter for Clear Channel Outdoor and indeed most businesses around the world and it’s one that I don’t anticipate repeating. Overall sales was significantly impacted by the COVID-19 pandemic, we are pleased that we are now beginning to see improvements in travel pattern, consumer behavior and economic activity in varying degrees across our platforms. As a result, we are seeing sequential improvement in our business performance. In the third quarter, we expect consolidated company revenues percentage decline to be in the low 30s as compared to same quarter last year with Europe performing slightly better than the U.S. as it emerges soon after the pandemic lockdown. And as we continue the longer term, we are confident in our strategy and the resilience of our business. We believe that the strength of our liquidity position and our financial flexibility will continue to support the continuity of our platform and operations through the current environment. Before I get into more detail on our business performance, I want to take this time to thank our employees for their resilience and commitment leading our business through this challenging period. I believe, we, as a company can feel proud of what we’ve done to manage through these unprecedented circumstances. Moving on to Slide 4, I’ll provide an overview of our business, the current environment and views on where they are pocketed as we compare. Since March, the implementation of lockdown measures to slow the spread of the COVID-19 outbreak resulted in a significant decline in out-of-home advertising as our audience stayed inside and our customers deferred buying decisions and reduced marketing spend. In the U.S., revenue was down almost 40% in the second quarter, as compared to the prior year. As you can see in the chart on this slide, based on Geopath, the out-of-home industry organization that provides third-party traffic data daily average miles traveled was down about half of where it was pre-COVID-19. In Europe, revenue was down over 6% as compared to the second quarter in 2019 with most of our markets in lockdown, our audience stayed home as indicated in the chart on this slide and our advertisers pulled back their spending. Anticipating the downturn, we focused on preserving liquidity including targeting cost cuts of over $100 million and capital expenditure savings of $25 million to mitigate the impact to our business for the second quarter of 2020. Our team has fully delivered on these initial – Brian will go into greater detail regarding our financial position shortly. But I do want to highlight that through the issuance of the new $375 million CCI B.V. senior secured notes, we increased our available cash. If you include the net proceeds from this transaction our cash increases to $975 million as of June 30, 2020. Importantly, we have not a lot of sight on the key part of our strategy to further improve our capital structure, pay down debt, and unlock shareholder value. As and when economies rebound, we will continue to evaluate potential transactions, including dispositions, as long as they fairly reflect the future value of a business or a region. Our focus remains on continuing to own, operate and enhance the value of our businesses in order to drive shareholder value. Now I will discuss what we are seeing in the third quarter, as well as actions we are taking to best position Clear Channel as economies in our markets begin to rebound. So far in the quarter, we are experiencing positive customer activity, which is reflected in our guidance and revenue to be down in the low 30s, which is a material improvement over the second quarter, which was down 55% as compared to 2019. In the U.S., as you can see on the graph, traffic is back up to about 95% of the pre-COVID-19 levels in most of the country. The traffic on weekend closer to a 100% pre-COVID levels according to Geopath. National advertising continues to be weaker than local. National advertisers have been very tentative about committing to major campaigns, well with our – there are also substantive compensations in flight. A key for this part of our business will be the full upfront with the many of our national advertisers set that plans for the following year. Print continues to hold up better than digital using longer term contracts. In Europe, as lockdowns are lifted, many of our markets have seen a strong rebound in bookings from their historic lows in the second quarter. Although we still have challenges despite some heavy infections rates occur - continues to occur. As you can see on the chart on this slide, driving and walking is close to being back to pre-COVID levels with Transit still lagging. We are seeing the strongest return in bookings in countries where lockdown restrictions would ease the earliest and where the emergence plans are well orchestrated. Switzerland for example was one of the first markets to reopen and has posted positive year-on-year growth in bookings for the past six weeks. We are also seeing improvement in France and as restrictions in the UK are lifted, we are seeing a significantly improved pipeline compared to the second quarter. About two-thirds of our revenue in Europe is from Street Furniture and Billboards, which is where we are seeing audience pickup faster. Close to 15% in malls and supermarkets. Supermarkets have remained stable throughout the pandemic, while malls have been slower to come back with over 10% of our European business is in Transit, which is being slow to recover. As we emerge from the lockdowns, we are seeing various levels of bounce back in certain verticals in some of our largest markets in Europe, notably we’ve seen good bookings from advertisers and packaged goods, telecom and fashion and beauty, travel, tech and entertainment inflow as a return. We are cautiously optimistic about the future with a varying degrees of improvements in travel patterns, consumer behavior and economic activity across our platform, combined with the positive customer activity we are experiencing. However, our visibility beyond the third quarter is limited and we remained unclear when a sustainable economic recovery will take hold. We currently expect sequential improvement in revenue performance through the balance of the year although at levels lower than 2019. Given the varying outlook by market, we expect to implement further cost savings initiatives including permanent cost reductions, through the remainder of the year. Our continued focus is on aligning our operating expense base with revenues to provide additional financial flexibility as circumstances warrant. In addition, we will continue to be flexible and front footed as we maneuver through the impact of the pandemic working closely with our advertising partners and adapting new ways that we believe will serve us well in the long run. Now please move to Slide 5. In the U.S., we have expanded our efforts to build direct relationships with brand owners, invested in tools to aid in the sales and lead process and built out technology to better serve our clients. Notably, radar is helping with the mobility data as audience levels picked up. We know where audiences are and how they are coming back and we believe the depth of our digital inventory provides the flexibility to quickly ramp up advertising campaigns and most effectively target the right audiences at the right time. Recently, we expanded our RADARProof tool with two separate partnerships. We partnered with IHS Markit to improve auto marketing as U.S. travelers are expected to take more road trips this summer. Our RADARProof tool is now able to show auto dealers how the out-of-home ad campaigns deliver sales. In a recent campaign using RADARProof, we were able to demonstrate a 15% increase in dealer brand sales driven by the out-of-home campaign. Working with Arrivalist, we are providing hospitality and travel brands with measurable consumer insights and in-depth performance analyses for their out-of-home advertising campaigns. In a campaign for a theme park, we were able to show that the out-of-home campaign drove a 66% average increase in visits in just one theme park. In technology, we are working with our partners to create deeper linked because that by existence and we continue to enhance our programmatic value proposition. We recently announced the partnership with Place Exchange, providing digital media buyers with programmatic access to Clear Channel Outdoor's digital out-of-home displays through omni-channel DSPs. In Europe, we are continuing to focus on employing data and technology in order to enhance our revenue and campaign management tools. We have accelerated our ability to provide our clients with granular audience data and insights that accurately demonstrate audience exposure to individual advertising panels. Clear Channel Radar is now being tested in both UK and Spain ahead of simultaneous launch later this month. In the UK, we launched the Return Audience hub with our data partner adsquare. The hub monitors a huge anonymized mobile dataset to learn and openly share how the portfolio is delivering audiences compared to pre-lockdown levels. The hub also demonstrates how mobility behaviors are adapting and provide simple off-the-shelf solutions to help advertisers utilize audience hotspots. The hub has received fantastic customer feedback for its accessibility, accuracy and simplicity. Additionally, as rain cycle get shortened, we’ve leveraged flexibility in digital to respond to last minute requests. Moving on now to Slide 6, we talked about our resilience during the crisis, but we also want to focus on the future and what comes next. More than anything during this process, we have learnt the importance of flexibility, and we remain optimistic about the long-term prospects for our business and our ability to return to growth. Out-of-home is favorably placed in a highly fragmented media market. We continue to believe, along with industry forecasters that the out-of-home industry will continue to grow faster than traditional media with digital out-of-home driving that growth. And with that in mind, we continue to believe with the technology investments made before the pandemic, as well as, as we continue to make specifically in expanding our digital footprint, will serve to better position our businesses to meet our customers’ needs. Now before I turn to Brian to discuss the financials in more detail, I want to highlight that our corporate social responsibility initiative remain an important part of our culture. Amidst the global crisis and call for sociopolitical change we’ve seen play out in all corners of the world, we have reinforced our commitment to our people and to promoting diversity and inclusion, as well as the need to do more to continue improving and evolving as an organization. Most importantly, we remain committed to our vision to deliver a leading platform in the industry and I am confident that the fundamentals of out-of-home, the strength of our portfolio and the strategic steps we are taking to bolster our financial position will continue to support Clear Channel Outdoor’s long-term performance and our ability to drive value. Now, I would like to turn it over to Brian to discuss our second quarter 2020 financial results.

Thank you, William. Good morning, everyone and thank you for joining our call this morning. Please turn to Slide 7. As you can see from our earnings release issued this morning, in this slide, as expected, the quarter - the second quarter was very difficult for us as it was for many media companies. I would like to echo William’s comments earlier and thank our operating teams. During the past several months, we’ve had to move quickly from a focus on building on our growth for preserving liquidity. The team is focused on managing operating cost and capital spend has been critical in preserving liquidity. Today, given the ongoing uncertainties, and the fact that most of you are likely more focused on the steps we are taking to improve liquidity and our capital structure, and we’ll focus only on the highlights of our second quarter results and not provide detail on the performances in Americas and Europe as I’ve done in the past. And you can obtain additional details from the earnings release and 10-K we filed this morning and of course, you are always welcome to reach out to the team with any additional questions you may have. But in the past, during our GAAP results discussion, I’ll also talk about our results adjusting for foreign exchange which is a non-GAAP financial measure. We believe this improves the comparability of our results to the prior year. Additionally, we tendered our shares in Clear Media on April 28th and therefore have only included Clear Media’s results for the month of April. Consolidated revenue for the quarter decreased 54.9% from last year to $315 million. Adjusting for foreign exchange, it was down 54.4%. The Americas segment revenue was down 39% and Europe’s segment revenue was down 62%, adjusting for foreign exchange during the second quarter as compared to the prior year. Consolidated net loss increased $131 million from $11 million in the second quarter of 2019 to $143 million in the second quarter of 2020. Adjusted EBITDA was a loss of $63 million in the quarter and excluding FX, was a loss of $67 million. And this compares to adjusted EBITDA of $180 million in the second quarter of 2019. Americas’ adjusted EBITDA was $47 million in the quarter, compared to $137 million in the second quarter of 2019. Europe’s adjusted EBITDA was a loss of $69 million in the quarter, and excluding FX, was a loss of $71 million, compared to adjusted EBITDA of $47 million in the second quarter of 2019. As William mentioned, we recently issued senior secured notes through our indirect wholly-owned subsidiary, Clear Channel International B.V., which we refer to as CCI B.V. Our Europe segment consists of the businesses operated by CCI B.V. and its consolidated subsidiaries. Accordingly, the revenue for our Europe segment is the revenue for CCI B.V. CCI B.V. revenue decreased $183 million during the second quarter of 2020, compared to the same period of 2019 to $107 million. After adjusting for a $2 million impact from movements in foreign exchange rates, CCI B.V. revenue decreased $181 million. CCI B.V. operating loss was $99 million in the second quarter of 2020, compared to operating income of $17 million in the same period in 2019. Now on to Slide 11 to discuss CapEx. Capital expenditures totaled $23 million in the second quarter of 2020, down $28 million from the prior year, as we proactively reduced our capital spend preserved liquidity even with the substantial reduction; we did continue to invest in digital in key locations with 19 new digital billboards in the U.S. and over a 100 new digital displays in Europe. Now on to Slide 12. Clear Channel Outdoors’ consolidated cash and cash equivalents as of June 30, 2020 totaled $662 million including $317 million of cash held outside the U.S. by our subsidiaries. Cash balance includes the $253 million we received from the sale of Clear Media. Our debt was $5.3 billion, up from $194 million as a result of our drawing on the cash flow revolver at the end of March and exchanging a promissory note and the principal amount of $53 million for the company’s Series A perpetual preferred stock. Cash interest payments for debt during the second quarter were $9 million. This was down compared to the prior year, due to the timing of interest payments. The company anticipates having approximately $166 million of cash interest payment obligations in the second half of 2020, and $360 million in 2021, including the interest on the new CCI B.V. secured notes which have its first interest payment in April of 2021. Moving on to Slide 13. Over the past year, we’ve taken several steps to improve our capital structure and liquidity. Deleveraging continues to be a priority for the company, it’s the reason we took the steps last year to push out our material long-term debt maturities and create a line of sight to free cash flow generation. When the pandemic happened, we had to pivot our focus to liquidity. Our priority now is to keep the flexibility necessary to return to a path of debt reduction and free cash flow generation. As we noted in our last earnings call, we drew down $150 million from our cash flow revolver at the end of March. We also received the approximately $253 million in cash from the sale of our stake in Clear Media. We met our cost savings goal of $100 million and our CapEx reduction goal of $25 million for the second quarter of 2020. As I stated last quarter, we focused on three areas; site lease, compensation, and discretionary spending. About 50% of the cost savings we achieved in the second quarter are site lease savings, and about 30% are compensation, with the balance discretionary spending and other costs. As previously announced, on July 12, we amended our credit agreement in response to the uncertain macroeconomic environment. The amendment suspends the springing financial covenant which requires that the company’s first lean net leverage ratio not exceed 7.6 times from the third quarter of 2020 through the second quarter of 2021. During the suspension period, the company is required to maintain minimum liquidity of $150 million including cash on hand and availability under the company’s receivable based credit facility and its revolving credit facility. Finally, as William mentioned, this week we issued $375 million in CCI B.V. senior secured notes to further bolster our liquidity position. The notes have a coupon rate of 6.625% and maturing five years. They also contain a short dated 18 month call protection provision. We believe the CCI B.V. notes offering serves as affirmation from the market of the strength of the out-of-home industry in general and our business in Europe specifically, and as well as our ability to manage through the pandemic. A portion of the proceeds from the CCI B.V. notes were used to pay down the CCI B.V. promissory note in full in the amount of $55 million. After giving effect to the $313 million of net proceeds from the CCI B.V. senior secured notes, as of June 30, 2020, cash and cash equivalents would have been $975 million. Total debt would have been $5.6 billion and net debt which hasn’t really changed is at $4.6 billion. From a liquidity standpoint and given what we know today, we believe that we have sufficient liquidity to fund the needs of the business as the economy recovers. And now, please turn to Slide 14 and let me turn the call back to William for his closing remarks.

Thank you, Brian. As I mentioned, our team has worked tirelessly to adapt to new working environments and new working relationships. From the start, we’ve been nimble and taken actions required at the moment and as a result, we delivered on our short-term priorities. And we continue to look for creative opportunities to reduce costs, while remaining focused on winning new business and building out our network. Importantly, our investments prior to the pandemic, combined with the strength of our platform and our focus on the key parts of our strategy positioned Clear Channel Outdoor to manage through this period of uncertainty. We remain focused on the strong medium and long-term opportunities within our sector, including investments in technology and expand in digital and we see Clear Channel is optimally positioned to benefit from these tailwinds. Before I conclude my remarks, I want to reiterate the following: first, as Brian said, we believe we have sufficient liquidity to fund the needs of the business as the economy recovers. Second, we are seeing near-term signs of improvement in our business, which is reflected in our guidance of revenue to be down in the low 30s, which is a material improvement over the second quarter, which was down 55% as compared to 2019. Visibility beyond the third quarter remains limited, but we are expecting continued sequential improvement in quarter four. Third, given the resilience of our teams, investments in our business and strength of our platform, we are cautiously optimistic and believe we will return to growth in 2021 dependent of course on the trajectory of the pandemic and the economies in which we operate. And lastly, as we stated in the past, we remain open to dispositions and opportunities that accelerate our path to creating enhanced value for shareholders. However, given the current economic environment, our focus remains on continuing to own, operate and enhance the value of the current portfolio of assets in order to drive shareholder value and build such a time as the economies rebound. I look forward to providing updates regarding our progress and now Scott will join Brian and myself in taking your questions. Operator?

[Operator Instructions] Your first question comes from the line of Steven Cahall with Wells Fargo.

Thanks. Good morning. Interesting to see those charts in the presentation about the foot traffic and the miles driven and they are not too far off of pre-COVID levels. How are you thinking about what marketers need to see to start returning? And you talked about seeing a little bit of green shoots in bookings. So just wondering how we think about sort of the lag between that data and what marketers actually do.

William, why don’t I take that?

So, let me take that. You want to go ahead? Okay. Well, let me just make a general comment, which is, because I think we’ve seen a – we are at the earlier stages of recovery. We’ve seen a early first phase of recovery in Europe ahead of the U.S. and I think what’s driven the recovery in Europe is, seeing advertisers kind of seeing the data and see with their own eyes people returning to the streets, we are sending to the streets, we are selling to stores and as that it happened, so – has strengthened and the bookings have come back. So I think it is the thing that is driving the return is the return of audience that took the street. And the encouraging thing certainly that we’ve been seeing in some of the European markets is as we mentioned is that, it does seem that there is some real pent-up demand that is coming back pretty quickly as the lockdowns are lifted and that does give us significantly more encouragement for Q3 than maybe we had couple of months ago. Scott, do you want to add from the U.S.?

I mean, I think the only thing I would add, William is that it’s varied very much by sector and that the traffic coming back is very important to the businesses that are open and operating normally or close to normally. But you think about some of the businesses that are big partners of ours like entertainment, retail, where they might not be operating normally, that’s going to have to make progress, as well to see the money come back. But I’d agree with William, that’s been overall of how the dynamic is working.

Great. And then, Brian, I think free cash flow came in nicely positive in the quarter. Can you maybe speak a little bit to the cash flow dynamics? Is free cash flow more resilient than EBITDA during this downturn and maybe an outlook on how you are managing CapEx would be helpful?

Sure, Steve. Thanks for the question. I think when it comes to how we look at free cash flow or EBITDA, what we saw in the quarter was, a pretty significant benefit, I guess is the way you would characterize it from working capital shifts, largely in the form of accounts receivable going down being a source of liquidity, being a source of free cash flow, because of the kind of a reduced level of business we have out there. Also, you will see a large amount of rent deferrals generating an increase in our short-term liabilities. So, what I would tell you is, there is no magic behind this, really - this is reflective of the current environment we are in, how it impacted working capital and largely we would expect that – again, that benefit to unwind as the business starts to recover as receivables start to build and as these deferred payments will, the ones that we are not able to get permanent relief from or paid out in the second half of the year. Your second question talk about the CapEx. In Q2, we had a pretty neo apertures we looked at new investments that came across the investment committee’s desk. I would tell you though that, there wasn’t a whole lot going on. I think a lot of municipalities that would have otherwise had tenders in many cases deferred those to later periods. And then the ones we did see, obviously we were – they had to be extremely worthy in order to invest a whole lot of money. So we’ve kept a pretty tight view on it. What you did see come through in Q2 was largely sustainable CapEx that needed to be made or committed CapEx from prior periods that we weren’t able to defer. I think going forward, our CapEx philosophy is going to be similar. Although we want to make sure that we adjust according to the recovery curve. And as we see things improve, the aperture may open a little bit and then maybe other opportunities. But, first and foremost, and I hope it came through in the open dialogue from William and myself, the focus is on liquidity. We feel like we are in a good spot. And so, we are not going to do things that jeopardizes that decision. At the same time, there is going to be necessary investment to be made in the business both to preserve the current plan and to continue growth and so we will continue to look at those as those opportunities come up.

Great. Thank you.

Your next question is from Kannan Venkarteshwar with Barclays.

Thank you. A couple if I could. Firstly, from a working capital perspective, obviously, you guys have raised a lot of money and the balance sheet seems to be in a comfortable place from a liquidity position. But could you give us a sense of cash burn as the recovery happens? Because you had a big working capital tailwind last quarter and I am assuming as you go through the recovery cycle and as activity picks up that diverse to some extent. So, if you could just give us some context around the liquidity on the balance sheet and the cash burn that would be great. And then I have a follow-up.

Sure. I think on the first one, and I actually touched upon a little bit on Steve’s question. You are right. I typically would expect what we’ve seen on the working capital side to reverse itself over time. But again, just given the nature of what generated that working capital movement that largely will reverse itself as the business starts to recover. So, as receivables grow, because we are doing more business or as improvements in the second half of the year cause our counterparties under various contracts to say, okay, the deferral we made because times were bad, times aren’t bad anymore and you’ll need to make these payments. Those largely will kind of go hand in hand and consequently, the underlying cash flow performance or EBITDA performance of the business will be improved. So, hopefully those will offset and that our operating gains will be greater than the working capital moves. That being said, I think on the international side, they were hit harder and while they’ve shown significant improvement in Q3 and we would expect sequentially that to continue into Q4. It’s not likely that there will be adjusted EBITDA positive through the rest of the year. And so, we need to be thoughtful and careful about how we manage CapEx and other liquidity levers that we have. The U.S. business wasn’t hit as hard. A little slower on the recovery curve, but again, positively sloping in Q3 we would expect that through Q4. So, hopefully I have answered your question, and maybe provided a little bit more color than I intended to. But I am happy to either follow-on on that or go to your next question.

Alright. That’s helpful. We can follow-up more in detail offline. And that’s okay. And then, the other question was largely around the cost leverage. You guys indicated that there is more cost-cutting measures that you are working through. Could you give us a sense of the fixed versus variable cost mix? I mean, I am assuming you’ve done a lot of the hard work already and you’ve cut a lot of costs. So, given the drop in activity, is it fair to assume that the OpEx that we see in your income statement in 2Q is basically in some ways mostly fixed cost or is there some variable cost over there? If you could just walk us through the cost components and what levers you have going forward? Thanks.

Yes, I think, first it’s a general statement on cost. We have pulled a lot of levers. A lot of them were temporary in nature. And I think that while the business continues to look at ways to optimize our cost structure and mainly to take permanent actions just to kind of right-size the business for where we are and what we are seeing. Largely, what we saw were deferrals, on compensation, rent deferrals, although there were certainly, we were able to capture some permanent rent abatements, as well. So I am not sure it’s fair to say that, the current cost is, the fixed cost that all the variable kind of got squeezed out, I mean, we still had revenues. So, we still had variable expense and in a lot of cases, we conferred it fixed to variable expense on a temporary basis and that may reconvert back to fixed or maybe permanent depending on the contract – underlying contract itself. So, not sure that’s the right way to look at it. I think that’s the most color I can give you on the fixed cost base.

Alright. Can I ask one more, sorry, as a follow-up?

Sure.

As you look at your business, obviously, historically, the outdoor business in city centers and densely populated areas had a different dynamic versus suburbs, now with potentially more work from home and so on, is there any permanent change that do you foresee in the flow of business and how that changes your footprint in terms of presence? Thanks.

Let me try and take a stab at that, because I think it’s an interesting question, Kannan. But I really think it is really far too early to say, whether there is going to be any permanent change. It does seem to me that we are already seeing in some markets where lockdowns have been lifted and where the pandemic has been well controlled, we are seeing a pretty rapid return to the pre-COVID ways of operating and behaviors of people in cities and in workplaces. So, I do think there will be some long-term impacts and probably a greater mix than there has been in the past in terms of people working remotely. But it will be, it will be a hybrid. It won’t be one way or the other. And I don’t really foresee any significant structural change in the way our business operates. On the contrary, and I think the momentum that this business had when we went into the pandemic and that was a global momentum in pretty much every market in the world our ability of being gaining share from traditional media. You saw very strong performance in Q1 in the United States. It seems to me to be every reason to believe that that will come back and very few reasons to believe that there is really going to be a permanent change in the nature of our business. Thank you.

Your next question is from the line of Avi Steiner with JPMorgan.

Good morning and thank you for taking the questions. I heard Q2 revenue decline is expected in the low 30s, which is a noted improvement from the second quarter. And if you gave this, I apologize, but how should we think about the underlying expense base not only get quarter-on-quarter perhaps but I am just trying to think through what you may see in the near-term as we try and think through EBITDA here and then I have got a couple more questions. Thank you.

I am sorry, Avi, could you repeat that?

Sure. Just relative to the 30% decline in low 30s revenue decline expected for the third quarter how should we think about associated or underlying expenses in the quarter? If you can help us there?

Yes. We continue to take a hard look at the expense line. We didn’t provide any guidance in Q3, because a lot of – in Q2, without visibility really into where or how dramatic the decline would be, we knew we had to respond aggressively on the cost side. As we think about Q3 and Q4, we are starting to see a recovery curve, positively sloping and we want to be sure that we can benefit that recovery and that’s why we didn’t make a lot of permanent cost reductions in Q2. It’s positively sloping. It’s still considerably negative than it was last year. We find ourselves in a strange position where down 30 sounds pretty good to the Q2. But in the scheme of times it’s still something we have to respond to. So I think the right way to think about it Avi, and without providing hard numbers is, while we see improvement in Q3 and sequentially, I think to the rest of the year, we are probably still ways off from returning to normality or returning to 2019 levels. And consequently, the company will have to continue to make decisions on the cost side. So, nothing to announce at this point in time, but I think, you should expect the company to continue to be aggressive on the cost side and that, now some of the future initiatives maybe more permanent in nature than what you saw in Q2.

Thank you. And then, in the release, you talk about deferred, revised and sales contracts canceled sales contracts. Is the deferral a meaningful piece of the revenue hit? And any visibility as to – at all as to when that might come in, it seems perhaps a little more positive than our rate cancellations kind of – how that may flow through? Thank you.

And let me take a run at that and Brian or William, you can jump in as well. We really – I mean, think about a movie release that was scheduled originally for April, got moved to July, maybe got moved to November and then maybe got moved to 2021, that would be multiple deferrals. I think that’s what my point would be is that, quantifying that is really quite difficult for you. I guess, what I’d characterize is that, you should think about the pressure on our revenue side in two ways. There is sales we didn’t make because we were busy in renegotiating contracts, particularly during the early part of the crisis that affects downstream time, because we do frontload a fair bit of our sales and then there is the actual movement within a quarter. I think that the biggest movement within a quarter in terms of cancellations and deferrals is probably behind us, touchwood. But that other factors, sales we didn’t make during those times, because we were busy moving things has a lag-on effect and that’s going to be one of the things that is a force against rapid revenue recovery. So, sorry, I can’t quantify that for you, but hopefully it gives you a feel, I don’t know, Brian or William, if you would add anything?

No, I think the only thing I would add from what we’ve been seeing in Europe is that, there undoubtedly had been some pent-up demand that has been deferred from quarter two and it’s being – it’s part of the strengthening that we are seeing in quarter three. But again, I would reiterate, it’s very hard to quantify how much of that is deferred and how much of it is new money coming in.

Fair enough. And lastly for me and thank you for the time. So beyond operational improvements and after sales, I am wondering if you can talk about maybe other paths of reducing leverage and whether that be winning new business which or maybe has been obscured a little bit, just in the midst of the pandemic? And then, potentially, if it were to avail itself discounts, being able to take the potential discounts on debt levels if available and maybe relatedly, just back to the potential winning new business. Since your liquidity position make you, I guess, more likely to be active on the new business opportunity front in terms of bidding for contracts, are you going to maintain your normal discipline? And again, thank you all for the time.

Sure, Avi and I’ll respond initially and then, Scott and William feel free to chime in. I think first I – and that hopefully came out through the comments that we’ve up to now, our focus has been on liquidity. There was a real pivot from where we were at the end of the summer after recapitalizing the company and we felt like we had a line of sight to a path we’d be leveraging COVID-19 and that much like it impacted lot of companies has derailed us a little bit on that journey. But as we’ve pulled the levers and we needed to do as we built up liquidity and as we see recovery in the business, we didn’t need to look further out and part of that is going back to our core position of wanting to generate additional free cash flow and delever. It’s starts of fundamentals and that’s focusing on the business and an important part of that will be being disciplined, but choosing the right investments to grow the business. And we’ve done a lot of work whether that be contract wins or digital conversions, our investment in technology that we think will improve the value of the business and our ability to deliver benefits to our customers, that’s first and foremost. You’ve mentioned asset dispositions, I think, we’ve been clear and communicated that we are open, much like, whether you are a buyer looking to acquire businesses or a seller looking to sell businesses, this is a challenging time. There is significant valuations happen. And so, that’s probably something we are waiting to see. But as the recovery improves and we get back to historic levels, I suspect that’s something that will heat up a little bit. Not seeing a lot of discounts on debt. Certainly, if that opportunity existed that may be a good news of the excess liquidity. I am not sure after just having built the balance that we have that we would be in a position to call any of it excess. But at the same time, as we start to realize what we believe is the recovery curve in front of us, we may change our minds about that and utilize excess cash in one way or the other. So, I think, in a lot of ways, it’s still the options that we had in front of us pre-pandemic, it’s just that you want to be very careful and profitable and make sure you are on the other side of this staying before you do anything that jeopardizes the comfort of the position that you currently find yourself in. I don’t know William or Scott, if you have anything to add, but that’s kind of my…

Yes, I’d add one thing for the avoidance of any doubt that maintaining our discipline or even increasing the discipline that we apply both in looking at new contracts, new business, any new opportunities, but also the discipline around any disposals and ensuring that we get the right value. That will absolutely be a part of how we move this business forward. So, I think the rigorous discipline that we have applied in the past will be if anything ratcheted it up as we move forward.

Thank you for the time.

Your next question comes from the line of Lance Vitanza with Cowen.

Hi, guys. Thanks for taking the questions. And I am sorry if I missed this on the call, but with respect to the segment operating results, I was a little surprised to see corporate expenses up year-over-year. I was wondering if there is any color there and what we should expect directionally as we think about the back half of the year. And then I have another question as well.

Yes. We are now just finalizing kind of the stages of exit from the transition services agreement that we had with iHeart. And so, we may be seeing some final spend and getting the infrastructure largely technology-related kind of up and running. But I do think that, that at the end of August, we will that’s our anticipated exit date. From the TSA, you will see a more normalized corporate expense profile. I would say that be in the $110 million to $115 million range on a go forward basis once we kind of flush through these last final stages of the exit. That’s significantly lower than what was a runrate corporate expense in 2018, of course, that included the copyright sheet. So, we feel pretty good about where we landed. Some incremental costs above what would have been the corporate expense runrate less the rights agreement, the trademark license agreement payments that we had. And that largely just reflects certain cost that related to the stand up, it’s a separate business. There are certain technology, certain executive fees that you have that you didn’t have before. But that amount offset by certain efficiencies that you have. But, I think the $110 million to $115 million per annum is probably a good runrate and as and if that changes, we will be sure to communicate that.

Perfect. Thanks, Brian. That’s helpful. And then, William, you had mentioned toward the end of your prepared remarks, if I got it right, that you are open to accretive dispositions that would perhaps help you delever the balance sheet more rapidly. Could you talk in general, about the environment for M&A right now? Are deals getting done? Have sellers kind of capitulated on valuation or are buyers comfortable paying pre-COVID prices?

It’s a great question. And I think the truth is, I would say, it is a difficult environment for M&A and certainly in our sector, I have not seen a great level of activity since the pandemic started. And frankly, I will be surprised if in the current environment, there were deals being done, because of the challenges around valuation, as you imply. So, short answer is, I don’t think there is a lot of activity going on at the moment and I doubt there will be until we start to see consistency in the timing and scale of the recovery.

Makes sense. And then, one quick last one if I could. Actually, I forgot. On the interest expense forecast, I think it’s up about $40 million year-on-year as we think about 2021. I know, obviously you’ve got the B.V. notes, that adds about $25 million to the runrate, but where is the extra $15 million coming from?

Yes, I’d have to compare our different views on it. But my guess is, it’s the long interest payment date on the CCI B.V. notes. Our first interest payment is in April and so it will include, not only your 2020 interest expense. But – I am sorry, not only your 2021 interest expense, but your 2020 interest expense. So that long interest payment date, probably just off the top of my head it probably accounts for the majority of the $15 million.

Makes sense. Okay. Thanks guys.

Your next question comes from the line of Aaron Watts with Deutsche Bank.

Hey, everyone. Thanks for having me on. A couple questions for me. I guess, first, encouraging to see the step in the right direction on kind of your revenue performance from 2Q to 3Q. Are you able to put any goal post around where the U.S. falls within that guidance? And where Europe is trending?

I am sorry, Aaron. I misheard or I didn’t hear the whole question. Just second time I’ve had to ask to repeat it and I apologize. But could you repeat the question?

No trouble. So, I am just curious that, within the low 30% guidance for 3Q, are you able to put any goal post around where the U.S. is falling within that and where Europe is trending within that?

Yes. We didn’t come out and give any specific color on the two different operating groups. I think we can tell from what we did say and we are talking about that, the improvement is a little clear in the European side. They were more greatly impacted, but they’ve also kind of – or we are seeing signs of recovery that’s a little more rapid. So, I think, the 30% zip code is pretty good for both entities, but just kind of using the information that we’ve talked about, it’s probably Europe is a little better. They are emerging a little faster from the lockdowns and there maybe a little more pressure kind of on the U.S. who obviously didn’t have the quite as significant as the drop in Q2. But you live in the U.S. you read about the – some of the things that are impacting, including the strong position we had in the south and in the west and kind of some of the pandemic issues that are going on there. So, I think, as much as I can say is that’s a good number for the consolidated entity and if you were to ask me, kind of how the segments look, I’d say, Europe is probably a little on the strong side of that and the U.S. is a little bit on the other side of that. But all within a very narrow band.

Okay. That’s helpful context. And then, maybe focusing on the U.S., any kind of themes you can call out or talk to around pricing and occupancy on the Billboard business, perhaps over these last few months or what you are seeing in the next couple months relative to what you’ve experienced during the last recession?

So, I’ll take a run at this one and Brian and William, you can chime in after. I mean, I think the thing to keep in mind is, this recession, and this downturn is entirely different than the last one. The speed with which we went in, the breadth of going in initially, and then the diversity of verticals based on who is having a good COVID and who is having a bad COVID are all really different? And then you factor on top of that, programmatic out-of-home didn’t exist the last time. You had a very different dynamic in terms of how much of our base was digital. And so, I think it’s really hard to look for answers to what’s going on this time by looking back at what happened last time and I think the other thing that I’d just really emphasize is, we don’t really, we’ve never really – we haven’t talked about rate and occupancy for years, it’s because, we are very focused on yield management and that is – it was obviously incredibly challenging during the sort of March, April, May timeframe. That dynamic is getting better and we are working very hard to strength deals that makes sense for both parties as we work through this. And it really is not something, I mean, we’ve really never given any historical guidance that would help you bridge to anything I was going to tell you about this environment. But you can imagine that it’s a very tough negotiating environment and I think that probably gives you as much as I am going to be able to give you on that one. But it’s very different than 2008, 2009. I mean, I’ve lived through it in 2008, 2009 and that was a very different dynamic than what we have right now.

Understood. Okay. And maybe just one last one for me. Appreciate that the airport business is a smaller piece of your overall pie, but curious just as maybe we start to get some green shoots and return to travel and some – more travel being allowed. Do you have any pent-up demand for that inventory? Or any kind of themes you can talk about as you sit today with how that business may recover?

So, the airports is an interesting business, because it’s like our traditional roadside business, there is multiple segments of it. You have an installed base that’s actually pretty stable and it has been stable throughout that is doing advertising on things like hotel rooms and car services and things like that. You then have a segment that is focused on luxury goods, you have a segment that is focused on reaching high-end business travelers and I guess, what I’d say is that the sort of endemic travel-related part of the business has been hit less than the luxury or business travel or in parts of those businesses. And I think that we are going to need to see some rebound in air travel before we see a lot of – it’s not the first place in our portfolio that people are looking to place money right now. That is certainly the case.

Okay. Great. Thanks for the time.

Your next question is from Stephan Bisson with Wolfe Research.

Good morning. I was hoping you guys might be able to drill down a little bit in terms of underlying categories, I think, clearly things like travel are especially hurt. But what really needs to recover to accelerate and bring a recovery into focus? And then, any color on geographic trends, large markets services and small markets perhaps?

Do you want to take in the U.S., Scott? And I’ll come in behind on Europe.

Yes. Sorry. Sorry, I was talking to mute. William, I’ll be happy to give the first wave here. In terms of the things that need to come back for a recovery, entertainment, amusements, retail, those are sectors that important sectors for us. I mean, food, to a degree, but probably, entertainment, amusements and retail are the ones that we most are looking for rebound to help truly say that we have a recovery going overall. Technology has been mixed. There had been a number of players that have sustained their investment or even increased it. They have also been a number that it pulled back – have pulled back pretty aggressively. So, it’s really when we get to a mode where amusements are open and theaters are open and we are promoting those businesses that way that we’ll see the recovery really, really starting to engage. William, I don’t know if there is things you would add internationally.

No. I am going to think internationally, it’s probably I have to say that the kind of the self – is being automated, which I think reflects both the fact that, our car dealerships were closed during the pandemic and wanted to get customers kind of back in their showrooms. And that’s perhaps people are more interested in car travel than they were prior to the pandemic for obvious reasons. But that’s still an outperforming category. And packaged goods has held up very well across Europe. Again, grocery retail did some during the period and packaged goods has been supporting that, as well. So those are the main issues and I think, I’d agree with Scott in terms of the categories that you need to see to return before you feel you’ve got a full recovery underway.

Understood. And then, I guess, lastly, you guys are in an unique position of having the global assets and it sounds like Europe is a couple – maybe a one step ahead in terms of the recovery process. Are you guys learning anything from Europe that might be able to help you in the states just in terms of timing and how best to serve those customers as the recovery takes hold?

Yes. I mean, I think the one thing you are learning is that, the [Technical Difficulty] – are coming back into the market. And I think, any concerns we had that this would be in any sense a permanent state have been laid. We are seeing our audiences return and we are seeing advertisers come back once those audiences are back. I think the other thing that we have perhaps underestimated in the past was that, one of the things we’ve learnt about the pandemic - about the virus is that, you are most safer outdoors than you are inside. You are most safer out-of-home than you are in home and we are an out-of-home medium. And I think that is playing to our strength, because throughout Europe as being as the lockdowns are lifted, you are seeing people returning to high streets, returning to the outdoor environment and that obviously plays to our strength. And then the final thing I would say in terms of the activity that we’ve been undertaking and we are doing this as much in the U.S. as we are in anywhere else is just, maintaining the dialogues with our advertisers, with their agencies and continuing to look for flexible ways in which can encourage them back into the market and that is certainly paying off for us as we see things coming back.

Great. Thanks so much.

Your next question is from Jason Bazinet with Citi.

Just one quick question. If we look at the dichotomy in the top-line between Europe and the U.S., is it fair to say that the vast majority of that is a function of the asset mix that you have meaning Billboards, Street Furniture, Transit and the link to those traffic numbers you talked about and very little of it has to do with differences and exposure by vertical? Thanks.

I think that’s a fair characterization. I certainly don’t think that the difference is around the different advertiser base that we have. I think it’s significantly to do with the inventory that we have, but it’s hard – the sharper decline in Europe versus the U.S. in quarter two. The European inventory, as I think we’ve said before, European inventory is primarily small format, Street Furniture, in city centers, whereas in the U.S., where much more the big billboards on the highways and that traffic has held up better in the U.S. during the pandemic. So I think it is much more inventory-based. We also have a higher proportion of digital in Europe than we do in the U.S. and that made it easier for advertisers both to stop activity more quickly and equally the other end to come back into the market more quickly and we are seeing that reflected now.

That’s super helpful. Thank you.

Your next question is from Jim Goss with Barrington Research.

Okay. Thank you. Just one thing. There is a sort of a disconnect between traffic and the ability and willingness of advertisers to allocate funds that would be dependent on end-market demand. I am wondering if you could talk about how this situation has been more extreme in this particular case and how you think that might then create the ability to snap back a little bit more?

Are you asking in contrast to 2008, 2009? Is that?

No, no, even – just in terms of normal times, I think, you do have – you have talked about the entertainment, retail, amusements coming back. I think national probably has the potential to come back. But one of the issues has been, availability of impressions and now that you’ve talked about the traffic coming back quite a lot, maybe that’s not been enough, because the advertisers have either with their end-markets that are – that they have some concern about or their own budgets and costs they want to manage. I am just wondering if – how those dynamics are playing out in terms of your ability to improve your profitability again?

Sure. I’ll give a run at it from a U.S. perspective, and William or Brian, you can pile on with other views for other geographies. I think we actually talked about this a lot on our Q1 call, but there were two things that were in play this time, which is different from a typical recession. Thing one was the fact that, so much traffic was reduced - traffic was reduced so much and businesses were closed. And you had a very different dynamic then – you usually don’t have a recession start on a date, but you can name. This, you could absolutely name, dates in March by each geography that things got shut down. And I think at that early stage, people were very hopeful that it was going to be temporary, a short thing. It was going to pass through and we would bounce back. And I think what’s happened over time is that some of the things you refer to in terms of people looking at their budgets and looking at their P&Ls has come into play. And you’ve gone from what was a dislocated crisis driven by things being shut to people realizing that their individual businesses may not come back as quickly. And again, there are people who are having a very good business during COVID. I think you’ve seen that during this earnings season that there is – their businesses, their profiting widely during this time. So, I do think that we have an ability - I think given the momentum that we had fundamentally in the marketplace heading into this, and given the momentum that outdoor as a category has and some of the things William was just talking about in terms of it’s better to be out than in. Those are all things that work to our favor, but I think what we are going to be fighting against this going to be people managing P&Ls and at least in the United States with the spiking in the south and west that came in sort of late June and early July. That took the wind out of the sales of a number of advertisers that we are thinking about coming back in and we’ve kept in tight dialogue and I expect that they will be coming back into the marketplace, but we kind of need to see cases coming down across the country to have some of those big advertisers come back. So, I think the potential is there. But I do think that people have shifted their focus some more conventional recession thinking than to crisis mode. And William, I’ll hand it to you there.

I think that’s right. I mean, I would just underline again that, it’s true throughout history that no two recessions are alike. But I think it’s more true this time around, I don’t think this is – it is technically, obviously a recession. But I don’t think it has very much in common with anything we’ve seen before and I certainly don’t think it has very much in common with 2008, 2009. It’s certainly different in terms of both its causes and the way it’s going to play out from everything that we are seeing. I think that was the last question. So, thank you for that. And I just wanted to conclude with a couple of thoughts. First of all to thank everybody for joining this call, for your attention and for the excellent questions that you’ve asked. I think, we, without a doubt are glad to put Q2 behind us. I think everybody at home has any business around the world will be glad, we are being glad to see the end of that quarter. I think we are encouraged by what we are seeing in Q3. We’ve made that very clear in terms of the guidance that we’ve given. I think the way the pandemic is playing out, Europe was first in and has been first out and I am significantly encouraged by what we are seeing in the European markets. As Brian said, a decline of 30% or 25% isn’t something to celebrate. But it’s clearly significantly better than a decline of 50%, 55%. So, we are cautiously optimistic as we said in the opening remarks about the way in which the resilience of our business and the way in which as our audiences returned to the street, our advertisers are returning to our boards. And that is good news. I would say, any recovery is hugely dependent upon the way in which the pandemic is controlled. We’ve seen that as Scott just referenced. We’ve seen that in the U.S. as we’ve had some spikes. We’ve seen advertisers retreat again. And so, any forecast, any prediction, any comments we make about the future are inevitably going to be dependent upon that the way in which the governments behave. And the way in which the pandemic behaves as a result of that. So, it’s very tough in any position like this to be, so dependent on some things that are outside of your control. I think we have been very controlled in the way that we have managed our cost base in Q2 and as we said in answer to an earlier question that we will continue to be actually vigilant on costs as we go through this unsound period. So, I think, with that, I will say thank you all very much indeed for joining our call. We look forward to keeping you updated in the coming weeks and months. Thank you very much.

Thank you. This concludes today’s conference call. You may now disconnect. Speakers please hold the line.