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Bank of America Securities 2024 Leveraged Finance Conference

Dec 3, 2024

Speaker 3

I'm pleased to have with us from Clear Channel Outdoor, David Sailer, CFO, and Jason Menzel, Treasurer. Thank you both for joining us today.

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

Great to be here. Thank you.

Jason Menzel
SVP and Treasurer, Clear Channel Outdoor Holdings

Thank you.

So I just wanted to start on the MTA contract i know it was discussed on the last call, but, One can you just give us a very high-level overview of the financial impact? and how this fits into the longer-term strategy and outlook for the company?

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

Sure n o, the MTA, they're a great collection of assets. And I want to be clear, it's the above-the-ground assets. It's the roadside billboards, which is right in line with what we do on the America segment. I know that's been confusing for some folks as far as what assets do we have, but they are the billboards that are on MTA property, above ground, obviously on the railways. It's on trestles as well, above ground.

And it's a great collection of assets. In New York, we have a good presence in New York, but I wouldn't say our presence was great in New York s o getting these assets, especially in the borough of Manhattan and going out to kind of where the airports are, really gives us coverage in areas we didn't have coverage before.

And New York is a very important market from a national standpoint s o when national RFPs come in, the two biggest cities they want are LA and New York and other cities in between, of course. But we have a fantastic presence in LA. And now with the MTA, it just enhances the offering that we have. And we'll be able to respond to probably more RFPs than we have in the past s o strategically.

I think it was a great fit a nd I'm really excited about it w e started the contract on November 1st, so it's just starting to ramp. So we'll see a little bit of that effect in the Q4. But as you get into next year, and I'd say from a high level when you're thinking about the financials, on the top line, it's probably a little over a 2% increase or 200 basis points to our America's numbers on the top line.

From the bottom line, it is absolute EBITDA that's going to roll through, but it is a lower margin contract it's a municipal contract with a MAG and a pretty high rev share. So from a margin standpoint, it will probably decrease margins by 50 points, half a percentage point year over year when you look at it. But I mean, we look at that as really just really good assets to bring into the fold for the Americas group. I talk a lot about it from a national standpoint, but it will also be a very good sell for our local folks in New York and from markets importing dollars into New York as well from a local standpoint.

Great. And then shifting to advertising, how are current discussions or the tone of conversations going with advertisers, especially now that it's post-election? And are there any insights you can provide into 2025?

Sure y eah. I mean, obviously, everyone had concerns with the election a nd now, I think sides just wanted to have an outcome. And we kind of know what happens a nd I think that was helpful, I think, moving past that b ut from an advertiser standpoint, I feel good going into 2025 i think cautiously optimistic. I feel better today from a national standpoint and how that business is performing as we're going into 2025 i think 2024 was a better year than 2023.

National, we always talk about this, we'll be lumpy. You'll have your quarters, some quarters that'll be up and some that are slightly down a nd that could be to a fact that you could have had a campaign for a specific product that went away and you have to fill it. But as I look into 2025, I think the conversations are good t here's a lot of activity out there.

From a local standpoint, I mean, local has been strong w hen you think about from percentage, I'll talk to the Q3, we were up 3%. That was up from 5% Q3 from the prior year. We've had 14 consecutive quarters of local growth. So local has performed really well. And we've talked about an initiative that we've been trying to hire more AEs when we came out of COVID a nd obviously, we did cost reductions w e probably didn't fill our AEs quick enough. That initiative, I think, has helped us this year w e'll continue that into next year. So I feel pretty good about that as well.

Great. And then for both national and local, are there any categories perhaps that you can call out that are lagging maybe more than expected or starting to accelerate more than anticipated?

Sure. I'll start out with the positive. From a category, nationally, pharma, we talk about a lot t hat's a category that performed really well in the Q3 and for the full year. Travel has done well, and that's been across both the America segment and airports. Telecom or telco has been strong in 2024, and that's probably more at the national level.

Amusements have been strong w hen I say amusements, that's kind of your theme parks i t's probably a little bit more of a local buy. That has been strong s o there's been a lot of areas. We've talked about technology has been up this year. So a lot of verticals that have been really strong, CPG. From a negative standpoint, we've talked about media and entertainment. Last year, it was down t he strikes didn't help. Hasn't bounced back as quick as we expected t hat's probably a vertical that's been kind of flattened down this year.

We'll see how that plays out into next year y ou had a couple of strong movies in the Q4, which should help a nd there was a lot of advertising for it, but the vertical has been down this year. As we get into next year, there seems to be a strong slate of movies y ou also have the streaming services. They've kind of been a little bit up and down s o that vertical hasn't performed as well.

We talked about insurance. I mean, that's a vertical that three, four years ago, that's been down tens of millions of dollars over that time period b ut the way we've kind of counterbalanced that is with some of the vertical things that we've been doing as far as going after specific verticals w e've talked about pharma a lot, CPG.

The beverage category where we have expertise that we'll either hire internally to help to sell those assets or to go into those verticals s o those are ways we're trying to offset some of the things like media entertainment or insurance that have been down. But national has been a vertical that has been a little bit lumpy, up and down.

Great. And then just, David, I don't know if you've shared this or if I've missed this, but in terms of media and entertainment, how large of a category is that?

I mean, it's a little smaller now than it was a few years back, but I mean, we only have a couple of verticals that are really a huge part of our book, but it was an important vertical to the business, especially on the coast, but it has been down. It's probably flattish this year, flat to down. It's an important vertical, but we've been able to offset it, and we'll see how that progresses into next year, as I said before, with the movie slates, how the streaming services does, but it has been a vertical that I'm probably not counting on as much as others as we look into next year.

Great. And then moving on to digital, over time, what are? you targeting that to represent as a percent of total revenue? And then what are really the areas of growth that'll get you to that final target?

Sure. I mean, you had the guy to talk about when you think about digital and our digital transformation of our screens. And I'll talk first about the America segment, and then I'll talk about airports separately. I mean, I don't have a specific target in my head of how much revenue should be digital versus printed but right now, roughly 35% of our America revenue right now, I'm talking just from an America standpoint, is digital.

And we have markets that are above 50%, probably in the low 50s from a total revenue standpoint a nd then on the flip side, obviously, we have markets that are below that 35% threshold. I mean, what's the upper limit? I don't know. Overseas, we have a few markets that are plus 70%.

So I'm not going to sit here and say, "Oh, we want to get to X," but there's plenty of runway. When I talk about that 35% of revenue, it's only 5% of our assets. So there's a lot of runway from an asset standpoint to convert to digital to increase that amount b ut I also don't want to sit here and say it's just digital o ur printed assets are valuable.

And there are clients that really want that printed asset because you can own that location i t's your sign. It's kind of known as that advertiser in that space. So I think a balance of both is really helpful. Airports is probably a little bit different a nd I talk about that in a little bit of a different tone, is right now, roughly 55% of our revenue in the airports is digital.

It's been growing over the last several years l ast quarter, printed actually grew faster than digital in the airports t hat just speaks to an advertiser may want to own that specific spot in an airport, or they might do an experiential in an airport. Both sides of those products, I think, are really valuable.

To the consumer as far as t o our advertisers a s far as where will that number go in airports, I think it will grow over time. The dynamic that's different in airports as to roadside, roadside, you're converting digital signs, and you do that over time, a certain amount each year. There's a regulatory involved in each municipality as far as to convert to a digital asset from a printed.

Where you get that increase on airports is really when that airport comes up for RFP or you're renewing that contract. Usually, after roughly a 10-year contract, it's either an RFP or a renewal y ou're going to come to the airport with a program. And right now, and we like this, the airports want their airports to be a little bit more digital s o as you renew those airports, you're going to put in more digital assets.

You'll probably have less assets in there, but they're worth more. If you walked through an airport 10 years ago and you walked through that same airport today, and if we were the advertiser in there, you probably have less signs today t here's probably more digital, but it's more valuable.

I mean, less clutter. And there's certain things that you can do within the airports i t's category exclusivity. You can do certain things c ertain airports in San Jose are 100% digital y ou can sponsor certain sections of the airports t here's a lot of creativity that the airports team, they've done a really nice job with the last several years. The proof is in their numbers over the last couple of years t he growth we've seen on airports has really been spectacular.

Great. Thank you. And then kind of moving on to asset sales and kind of more of a strategic review topic, just can you discuss your confidence in getting the Europe North sale done and when? And at this point, what do you think is more of the delay if we can?

I mean, look, we're committed to, I mean, we've said this, we're committed to selling our European assets. But I'd caveat it with it has probably taken longer than we would have wanted b ut at the end of the day, those assets have performed really well i mean, we went to market back in 2022.

And that's when the Ukraine war broke out, and we were selling the entire European platform. Everyone knows the story that happened with rates and the economy a nd we kind of stopped that process a nd then we went back out with probably our tougher assets to sell, which was Europe South, which some of those assets struggled during COVID.

And we sold Switzerland, Italy, and France, Spain was part of that as well b ut that regulatory review, that's not going to go through with JCDecaux. And when we sold those assets, we brought back that process earlier of 2024 or late 2023. And we went back to the process of selling European North with assets that were higher margin, producing more cash.

I mean, we put in our Q2 earnings release the LTM on our European assets a nd the bottom line Q2 LTM of this year was 10%, roughly 10% on the top line, roughly 20% on the bottom. And I say that because we also want to get the value i mean, those assets performing well, not looking to get the highest multiple possible, but we want to get the right value for our shareholders s o that obviously held up the process to a certain extent a nd then the business themselves, it's a complicated business. It's across many countries with a lot of different jurisdictions.

And it's a collection of a lot of contracts. So the diligence from that standpoint is taking longer than expected b ut we are committed to selling those assets a nd I feel pretty good where we are on the process.

Great. I mean, is that something that you do see as a 2025 event, or is it hard to say?

Yeah, look, we're not going to i mean, we sit here towards the end of 2024. We said we're not going to give a specific date on it. But look, where we are today, I feel pretty good about it.

Great, and then the application of proceeds from that sale, can you just remind us kind of the waterfall there?

Sure. I mean, that's probably a perfect question for Jason to go through.

Jason Menzel
SVP and Treasurer, Clear Channel Outdoor Holdings

Yeah s o the proceeds from that sale, obviously, as David said, the sale has taken a little bit longer than anticipated a nd I think when we were here last year, we were facing down the maturity of the CCIBV bonds that are tied to those assets in.

20 25, So in March of this year, we actually went out with a maturity extension and converted that bond into a term loan. So that gave us till 2027 to figure that out. But we did put some special provisions in there in the event of the asset sale being successful, which is proceeds from the sale of any of the European assets are paid down at par. So not necessarily any call protections for asset sale proceeds s o that was a great outcome from that.

So anyway, any proceeds that come out of any of the sales from the European assets that are material, obviously, carve-outs for small things that are just running our business, but they will be applied to the BV term loan. If there are proceeds left over from that, we would run those up the chain through CCOH. And that's where we kind of obtain a lot of our optionality, right? We have options under the CCOH agreements to reinvest in the business.

Via CapEx or acquisitions w e have options to make first lien debt offer, or sorry, an offer to first lien debt holders. That's a par offer to all of our secured debt holders t hat's the term loan, the 5 and 8s, the 9%s, and the 7 7/8s, which I think is another bond we had just recently refinanced before we were here last time.

So we have lots of optionality when it comes to the application of those proceeds a nd I think the way that we think through that is, do we want to apply those proceeds to delivering on the numerator of the leverage or the denominator? And we're very thoughtful in that capital allocation process. It's a process that David's involved in i 'm involved in w e'd have lots of folks that are very smart at our company that are also involved in that process. And we put a lot of time into how we allocate what I'll call capital that's available for debt repayment or investment. And we'll make that call when we get those proceeds.

Great.

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

Decision we want to make.

Jason Menzel
SVP and Treasurer, Clear Channel Outdoor Holdings

It's a decision we do want to make.

It's helpful. And once Europe North has completed, what's next? Kind of how do we think about additional asset sales? And then once primarily a U.S.-focused business, what then becomes the main focus for the business?

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

Sure i mean, Jason spoke to the European process o bviously, Spain, which was being sold to JCDecaux and through regulatory concerns that JCDecaux kind of backed out of that deal, which was totally within their right. That is a country that we will market at this current time t hat's something that will happen in 2025.

We are also in the middle of the process in Latin America with our four countries that we have down there, which is Mexico, Brazil, Chile, and Peru. But once those processes are over, I mean, it is the focus on our US operations, and the goal was to sell those assets, utilize those proceeds, as Jason said, to pay down debt or potentially to invest in the business.

And then to really focus on our US business i mean, we look at our, and it's really to continue what we're doing. It's not like we haven't been running that U.S. business y eah, there'll be more focus and more management attention to it as the European assets and Latin American assets are sold b ut it's really to continue the goal of creating that visual media landscape that we have for our clients it 's really to grow our asset base in the U.S. and MTA is part of that.

And it's really to grow the U.S. business i t's a higher margin business i ts kicks off a lot of cash, obviously, pre-debt service b ut as we said last year, [the goal] is to be cash flow positive going forward w e mentioned last year on our calls that we're at a point now where our AFFO, if you include our growth CapEx, that we're positive. So the goal is to get to positive cash flow and to really look at that capital structure to start paying down debt to continue growing that U.S. business a nd from that point in time, as you start paying down debt, you're growing that U.S. business.

Your equity value, as you sell your European assets, you should get a multiple uplift y ou'll have a little bit of a currency there. It's something to go after from a capital structure. But from a pure business standpoint, I mean, it's really to keep doing the things that we have been doing and to focus on as far as our data and analytics, our radar platform, which enabled us to do the pharmaceutical sales that we're doing i talked about the verticals as far as pharmaceuticals and going after B2B vertical automotive and things along those lines.

And at a local level, is to increase the amount of AEs that we have to grow that local business a t the end of the day, the margins on those businesses are high a nd that's really what the strategy was to become a U.S.-focused business. It's kind of the opposite of what some companies are doing i t's more to be global. And we're kind of focusing to be a U.S. business a nd the reason for that is the U.S. business at home industry is very different than the businesses that we had overseas.

Got it a nd then just shifting to free cash flow, capital allocation, and you touched on this, David, but what are some of the other drivers of free cash flow generation? And how are you envisioning some of the puts and takes, let's say, over the next couple of years out?

Sure. If you want to start, and I'll come pile over the top.

Jason Menzel
SVP and Treasurer, Clear Channel Outdoor Holdings

Yeah. I think David's talk about the investments in technology is, I think, a big driver of our cash flow and investing in the top line, right? Our free cash flow generation, as we said on the last couple of earnings calls, is AFFO as being able to pay for both our maintenance CapEx and our discretionary CapEx i t's a huge turning point for us.

For that to be positive in the second half of this year and hoping to improve on that next year is really a big turning point for us, especially when you consider some of most companies have had to endure interest payments and interest rate hikes in the last year or so. We've been able to absorb that and still show positivity.

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

I mean, to that point, not to interrupt Jason, look at what our interest was a few years ago and where it is today i t's probably roughly a $100 million increase in interest a nd the business was able to absorb that. And we're on that cusp of free cash flow positive a nd as you start to pay down debt and your interest goes down, it's a really nice equation as you grow the business. If rates come down a little bit as we refinance, there's a really good story there.

Jason Menzel
SVP and Treasurer, Clear Channel Outdoor Holdings

Yeah, and I think it tends to snowball, right? Given that we have a focus of delivering the business, we're all on the same page there, so I think I don't want to understate the emphasis of us being able to make that statement and how important it is for us.

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

It's about paying down the debt, growing the business, growing that top line, and all the initiatives we talk about, I mean, it's things that we're doing today i t's to continue on that track, but also to amplify them.

Great. And is there any appetite to potentially repurchase any debt that's trading at a discount right now?

Jason Menzel
SVP and Treasurer, Clear Channel Outdoor Holdings

If it was a big discount, yes.

Fair.

I think when we did do that last year, it was a very small window. It was a time when the bonds, the unsecured bonds, were trading at a discount that we felt was enough to have a guaranteed return? Unfortunately, today, those senior notes are, I think when I checked earlier today, we're in the high 90s, sorry, the low 90s, high 80s.

So not a lot of opportunity for discount capture there b ut look, less than par is less than par. So we'll take what we can get. But there are windows that we would have to abide by, right? Obviously, there's trading windows and blackout windows. We have to have free cash flow available.

I think we are focused on utilizing asset sale proceeds to deliver w e are focused on taking free cash flow and using it to deliver in opportunistic ways. Again, whether that's investing in EBITDA or taking down and capturing discount, I mean, there's lots of ways for us to do that. I think the important thing is that we are realizing that the business is spinning off or we are getting to a position where we can start evaluating that again, which is really important to us.

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

It's exciting. It's definitely exciting.

What do you see as kind of the right leverage for the business?

Jason Menzel
SVP and Treasurer, Clear Channel Outdoor Holdings

That is the million-dollar question. It's lower than it is today. I can tell you that. I think when we think about leverage and we think about our long-term goals, we've already set out for this plan since we separated in 2019 to eventually fix our capital structure, eventually right-size it, possibly become a REIT like our competitors. We set out on that journey, and we've had some hiccups along the way with things that everybody's been dealing with, which is a pandemic and inflation and rate structure. I don't know if any of that's changed. So I don't know if my answer would change that we do just want less leverage.

I don't want to put a target out there, but I would say that it's lower than it is today. But I do think that we will need to utilize all these tools that we have to deliver, and we may need a little bit more, or top line growth does really well. David sells a ton of ads. But it is lower than it is today i don't want to put a target on it.

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

Yeah w e don't have a specific target b ut yeah, obviously, where we are today, it doesn't make sense. I mean, the REIT question comes up, and that's probably something we're not doing in the immediate future i mean, the benefit of a REIT is really tax savings right now w e're not obviously a huge taxpayer at the moment due to our 163(j) election where we can deduct interest to a certain extent on real property.

But when you look at it from a REIT standpoint, you've got to look at our competitors and the four to five range a nd we're not there s o that reconversion, that's down the road, but it's something that we do think about.

Great. That was actually the next question. Is that it's something.

I knew it was coming.

Actually, a side question. Any consideration for ABS?

Jason Menzel
SVP and Treasurer, Clear Channel Outdoor Holdings

So we have had that discussion come up quite a bit. Two things. One, it has to make sense for us from the perspective of the breakage costs of our current capital structure. One, Two, there is a lot of legwork that has to go into setting up that structure.

Those two things need to align. I'm not saying that we're ruling it out i m just saying we just need to scratch the surface a little harder to make sure it makes sense and to see if it makes sense. What we've seen today is that you may be indifferent, but the pricing would have to stay consistent for long enough for us to set up that type of structure.

Right now, we have a term loan and one piece of secured debt that's callable t he rest of the debt either has some type of call protection or premium. If you were going to go down the route of setting up an ABS, you'd have a significant amount of breakage costs i t would have to make a lot of sense.

And then two quick kind of housekeeping questions, One, can you remind us of your secured capacity? And two, what's the lowest cash liquidity balance you like to maintain?

Secured capacity, we think about this in a couple of different ways. We have roughly, call it 500 and something of secured capacity today that we could tap into at any point in time. There are leverage qualifiers that would possibly allow that to go higher if we were to meet them. We do like to reserve some of that capacity and assume that our revolvers are 100% drawn, whether it be LC capacity or cash draws.

That does bring that number down a little bit t hat number would be more around the 250 range. But we have not historically drawn on our revolvers, or at least if we've drawn on them, we haven't had to use the cash and we've paid it back. I would say the numbers around, call it 550 with revolver capacity, it's around 250.

With regards to liquidity, I feel like we have ample liquidity. The business itself, I think, given that we've streamlined the operations overseas, the amount of liquidity that we actually need to carry is a lot lower than it used to be because the volatility is no longer there in the event that we see softness in the economy, right?

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

The Europe South was definitely harder.

Jason Menzel
SVP and Treasurer, Clear Channel Outdoor Holdings

The Europe South was. It was an area where we had to reserve a lot more of liquidity just to have it on reserve. So I think the cash number is very low, especially when we have as much access to the revolvers that we do today i mean, we have an entire ABL facility w e have a cash flow revolver. Both those facilities mature in 2026, but we're going to take actions to extend those. So I don't want to put a number on it, but I feel like we have ample liquidity for quite some time.

And then obviously, post-election, thinking about the regulatory environment, is there anything you're particularly focused on? And also just bigger picture, where do you see some of the bigger opportunities for the company?

David Sailer
Executive VP and CFO, Clear Channel Outdoor Holdings

I mean, from a regulatory standpoint, obviously, there's going to be a lot of change. But right now, I really can't comment on what they're going to be because I think you really don't know s o I don't want to waste people's time commenting on things along those lines b ut as they come out, we're obviously watching it very closely i want to be clear about that.

But look, as I look into next year, I'm very excited about what's going on and kind of where we are in our strategic reviews and our assets overseas and Latin America and bringing those to execution and what that could do for our capital structure. I mean, you started this call off with the MTA i mean, that just shows we're looking to grow that U.S. business. It's great to have those assets within the fold and looking forward to capitalizing on those as we get into next year.

From a sales standpoint, we talk about the vertical strategy. I feel like we've done a really nice job on the pharmaceutical vertical. I think we're making progress on the CPG vertical. We're doing the same thing with beverage i think automotive is the next one. So really excited about that.

I mean, from a data and analytics standpoint, our RADAR platform, that group just continues to enhance and evolve that program y ou can see what it did from a programmatic, I mean, from a pharmaceutical standpoint. Programmatic is another one that I think that there's ample growth and how that's going to evolve over time.

I mean, not even to mention probably our best investment would be converting our digitals and what that's going to do and the way we can sell our digital assets, and there's multiple ways how we're going to monetize and increase what we're doing from a digital standpoint, so those are all the areas just focused on, and then tying it back to some of the things that Jason spoke about

Even just from getting to free cash flow generation and growing the business, so super excited as we get into 2025 and the initiatives that we're working on s till a lot of work to do and a lot of things to get done, but looking forward to what we can get accomplished in 2025.

Just one really quick last one is, do you envision a good amount of consolidation or some consolidation within the industry more broadly as talked about by some of your peers?

Yeah, I never think about it as consolidatio i mean, I think it's kind of part of the industry where it's an industry where it's very fragmented in the sense that you have Lamar, OUTFRONT, and ourselves as kind of like the big three players.

And there's several players smaller than us that are in the industry as well a nd then it goes down to the size of these companies go down to folks that may own like one or two boards. But there's constant development within the space. Yeah, I don't look at it as a year of consolidation i just feel like when you came out of COVID, obviously during COVID, M&A kind of shut down.

And then as you came back, I think there was just pent-up demand and there was a lot of activity. In 2024, that kind of slowed down. I think valuations got really high, which probably was the reason why it slowed down y eah, seeing what's out there and talking to folks, I could see more M&A in the at-home space to pick up in 2025.

Great. Well, David, Jason, thank you very much for being here.

You're welcome. Thanks for having us. Appreciate it.

Good afternoon, everyone, and thank you for joining us. My name is Marlene Pereiro i am the high-yield cable and media analyst at Bank of America. We're very pleased to have with us today Block Communications. We have Allan Block, CEO, Jodi Miehls, President and COO, and Sarah Unger, CFO. Thank you all for joining us w e really appreciate the time.

Allan Block
Chairman and CEO, Block Communications

Thank you.

To start, I wanted to touch on the strategic review. As you think about the process, what are some of the options being considered for the business, whether that be potentially a sale of part of the business, all of the business? We'd love to get your thoughts on what you're thinking overall for the future of Block.

Technically, everything and anything, but I think realistically, there's going to be significant change at BCI. It could be a sale of the whole company t could be something less. I think there's a chance that we could have a changing of some shareholding, some shareholders, some shareholders exiting, some joining.

I think in any case, there's going to be change. I expect that the newspaper part will drop out of the company and be separate. We're talking and thinking about every possibility, but nothing has been determined or decided yet, but change is inevitable in this world, and I think Block Communications has reached the point of change is upon us.

Great. And then obviously, post-election, there's obviously a view in terms of the regulatory environment, which might be more favorable. In a post-election world, how does that change how you're thinking about the company, if at all, from a strategic review perspective? Do you think there's more opportunity? Do you potentially see transaction happening more easily?

I think there's more opportunity for the United States of America. So that's a political statement. But yeah, I think in some ways, the election might help BCI. In some ways, it might not be beneficial. I think for the newspapers, the election result is going to delay the day that something will be done to encourage and support local journalism. The government will step in to support local journalism with a change of policies or a program that's helpful.

But I think at the electronic divisions, FCC is going to be more friendly. The National Labor Relations Board, which we've had to deal with in the newspaper strike, is going to be more favorable. I think overall, it's good for the country a nd what's good for the country is going to be good for BCI. I mean, that would be the simplest answer I could give.

Great. And obviously, there's a lot of different segments that are part of BCI. So just your thoughts on how to reconcile some of the different valuations of, for example, the cable business, the broadcast business, telecom business?

I do not think this is a good time to be selling media assets, but our board is determined to explore it. I am hopeful that I can keep my investment in the company, in a continuing company somehow. I do not want to see my own stake sold out right now because I feel values are less than half of what the real value should be, what the real value is.

So I mean, if this were a public stock, it would be selling at a highly discounted price now, and you wouldn't want to sell it. So private business isn't really different y ou don't want to sell private business assets at the wrong time. But our family decided for internal reasons to look at it right now. It did not decide this for financial reasons t hey decided personal t hey did not decide it for business financial reasons t hey decided for personal financial reasons and/or family reasons that have nothing to do with business or finance.

Jodi Miehls
President and Chief Operating Officer, Block Communications

But I think the short answer to that is we're still trying to reconcile it, which is why we're looking at all options ranging from a WholeC o sale, which probably isn't as likely as to just pieces of assets or parts of the company and asset sales. Everything is still on the table.

Allan Block
Chairman and CEO, Block Communications

I think in a reorganization, it would be a WholeC o reorganization with the newspapers going separate. That's what I think, and I think reorganization is at least as logical and possible as sale of the whole company, but with the newspapers separated out and going separately, but it's so uncertain that speculation is worthless and is not really productive.

Great. Thank you a nd then moving on to your cable business, do you see kind of some stabilization in the high-speed data subs, some normalization into 2025?

I think the answer is yes. However, it's very preliminary. The ACP program, negative impact, is just now hopefully abating. And I have been told that November started out in a much more stable way. But what does it mean when you're only dealing with a few days, five days, a week, two weeks, maybe? I don't know.

But yes, we're hopeful without the ACP blowback and with more normal conditions that there will be stability of high-speed data sub-numbers. We have the best high-speed data product, better than our competitors. Speeds that are real speeds, not up-to-speeds, AI, intelligent routing, better connection, internet, high-speed data service. So I'm hopeful for next year. Predicting is always hard w e predicted low in 2020 and 2021, and we had more optimism last year this time than was warranted.

And ACP just blew everything up for two years that we've had to deal with it w hen it came in, it was a problem, and when it went out, it was a problem. And we were hopeful that when it came in, we'd get new customers. It lowered our pool from old customers instead. And when it went out, we were hopeful that people who lost it would go back to higher revenue numbers. And instead, people were just angry about losing the free subsidies, and it blew back at us s o ACP was a losing program in more than one way. And so without that next year, it should be easier.

Can you just remind us, too, how many subs you actually did lose to ACP?

Jodi Miehls
President and Chief Operating Officer, Block Communications

Yes y es and so you have to kind of look at 2024 because that was obviously the year of ACP to really look at what we're predicting for 2025. So in 2024, through the first nine months, we lost 12,700-ish high-speed data subscribers. 10,500 of those were ACP subscribers. The remaining, call it 2,500, were related to two things, the rate increase that we put in for the Q1 on our video product, which ultimately required or ultimately resulted in some churn on our high-speed data. And the other piece of that sort of third part was involuntary disconnects.

Allan Block
Chairman and CEO, Block Communications

Non-pay, right?

Jodi Miehls
President and Chief Operating Officer, Block Communications

Non-pay.

Allan Block
Chairman and CEO, Block Communications

Yeah.

Jodi Miehls
President and Chief Operating Officer, Block Communications

So it's really the ACP noise. So the subscribers that we didn't lose right away from the discontinuation or the sunset of the ACP program started to churn then in the third and into the Q4 just because of non-pay.

So 2024 was truly the year of ACP. As we look now to 2025, we're doing a couple of things differently. We have decided not to put in a rate increase on our video product in the Q1, which we normally did w e believe that will materially reduce churn across all of our product bases. We've also extended our program offers.

So instead of doing a three-month or six-month promo, we're now looking at a 12-month promo period to stabilize some of the noise that we're seeing. We're starting to discount to encourage the voluntary transition to fiber once we pass their home. We've also restructured our pricing packages to become more what we would call user-friendly.

We've set up sort of our basic model, 200 by 20 at $29.99. We just increase every $10 as you go up by the next tier, so 200, 400, 600 a gig. It's simplified everything going into the Q4 w e're starting to see the benefit of that already in the month of December.

Then, Jodi, you touched on fiber. One, can you update us/remind us on the fiber builds in both Buckeye and MaxxSouth, how many more years to fiberize that entire footprint? Just as a follow-on, just some of the economics, such as cost to pass, cost to connect.

Sure s ure. Let me take that. So if you separate our two systems because they're vastly different. So as of the end of September, we were about 50% complete on a miles basis in Mississippi, 41% complete in Ohio. If you look at a homes passed basis, we were 41% complete in Mississippi, 31% complete in Ohio. Those numbers will change, obviously, as we continue to build different areas based on their density.

If you look at just our fiber-eligible homes, through September, we have, on a consolidated basis, converted 70% of our fiber-eligible homes. What we're seeing from these conversions is both benefit on the top line if you factor out the discounting s o as I just mentioned, we're discounting some of our services to entice people to voluntarily transition to fiber.

But when we do that and we provide those discounts, we're also seeing a 17% increase in those fiber homes taking a higher speed. We're seeing 60% of those homes accept a premium product, such as our SmartNet, which is our home mesh Wi-Fi system, add-on Brainiacs, add-on unlimited data s o we're really starting to see some of that benefit.

Currently, because of the discounting program, that's not equating to a significant increase in our pool. But once we get past this short-term transition to fiber, we expect a material bump in our pool. On a cost perspective, we're seeing a 57% decrease in our truck rolls, a 20% decrease over system-wide on service calls s o the 57% decrease was just in our fibered areas, 20% system-wide.

We received, even taking into consideration the additional calls from ACP, 120,000 less customer calls to our call center in just the Q3. If you take all of those cost savings and you extrapolate that across all of our systems, so once we are completely fibered, that's going to equate to about a $6.5 million operational savings on an annual basis.

So not only will we see a bump in our pool, we're seeing a significant decrease in operating costs. If you look at what it costs for us to build, you have to kind of separate it because starting in the Q4 of 2024, we're implementing the FlexNAP, the new technology that is cheaper and a lot faster.

So going forward, utilizing this new technology in Buckeye, in Ohio, it's going to cost us about $650 per home to construct, another $500 to install or convert that subscriber. Those numbers are significantly higher in Mississippi just because of the rural nature of the system. So we're at about $1,200 to construct in Mississippi, again, depending on the area, and about $500 to convert.

Great a nd then just the churn for fiber versus non-fiber subs.

Oh, yeah, you missed our best statistic. Thank you. We're seeing a 55% reduction in churn on our fibered homes as compared to our coax system and coax homes.

Allan Block
Chairman and CEO, Block Communications

Anyway, there's no doubt that fiber is a better business for the top line and for the cost line. And I know that there's some disappointment that we have to rebuild a Buckeye CableS ystem for the fourth time i t's the fourth iteration of Buckeye Cable vision S ystem.

But consider that mobile companies have to do it every 10 years. I mean, they invested in 1G, 2G, 3G, 4G, 5G, and they're now talking about 6G t hey get about 10 years. We've averaged 20 years for build. And I think fiber will be the last time i said that after HFC, but I think fiber is the one that's like twisted pair, good for the long term, the real long term, longer than anyone here has to worry about it. So it's unfortunate we rebuild as much as we do, but we do it for cost w e do it for revenue w e do it for technological advancement, and it's financially worth it to do so.

And then, obviously, the topic of competition always comes up when we're talking about cable and broadband. So one biggest threat from a competitive standpoint. And the other thing is, in addition to fiber, other areas or ways to drive growth and retention, whether that be a converged mobile offering, how are you thinking about BEAD money? Is that something that.

Competition is part of business, Competition is part of what you have to deal with if you want to be in business. The cable business, broadband cable business, is a competitive business, and I don't apologize for that i t's a competitive business like almost all businesses, but you have to understand that there are strong broadband cable companies and there are weak ones t here are old historic companies that have provided good service for decades and there are new upstarts.

At the end of the day, who's going to be the winner and who's going to be the loser? How is the market going to shake out? I would submit to you it's going to shake out with the strong ones being the survivors, assuming the strong ones, the historic ones, have made the investment. The ones that provide the better service are going to be the survivors.

The upstarts, fly-by-nights, the ones who don't know how to do it as well, that don't know how to provide service, will be falling aside. Strong ones have real good value prospects for the future. Weak ones don't. I keep thinking about the newspaper business of 1950 in an urban market.

The Boston Globe, if you bought the Boston Globe in 1950, by the 1990s, you had a 40 times increase in value, 40 times, 40 years. If you bought one of the other weaker ones, you might have gone out of business in 1957. So you look at competition in the broadband fiber business today, look at history, look at how good the service has been, look at who is the strong one of decades of service and who is the upstart.

They're not all going to be valued the same. The strong ones and the historic ones, the ones that do better will be valued more, and the upstarts may fall aside. And obviously, the company in a position like ours, if we don't make the investment, we will transfer ourselves from a likely winner to a likely loser.

But I think we are positioned to be the Boston Globe in 1940 that's going to be 40 times more 40 years later. That's what I think we are going to be, the strong one that survives with the most important wire into the house, more important than electric because many houses will have solar panels and generators and won't need an outside electric source.

The most important wire that goes into the home that defines your life, that controls your life, Internet of Things, entertains you, provides you all your communication, is going to be the wire that we provide, We're the strong one for survival, for high value in the future, in my opinion, in my hope, in my opinion.

And then just moving away from cable quickly, just some of the other segments, anything notable that you'd like to highlight in terms of strategy or direction for the other segments, whether that be broadcast telecom? I know you had touched on newspaper.

In broadcast, we are lucky that we're the news leader in all of our markets, Louisville, although I think Hearst would dispute, but they do much less news than we do t hey're strong when they're on, but they're not on that much. Champaign, Springfield, Decatur against, in Louisville, our competitors are TEGNA, Gray, and-

Jodi Miehls
President and Chief Operating Officer, Block Communications

Hearst.

Allan Block
Chairman and CEO, Block Communications

Hearst, of course, that I mentioned. In Louisville, it's Sinclair and Nexstar. I'm sorry, in Champaign, Springfield, Decatur, Sinclair and Nexstar, and we're the news leader there i n Lima, we have the market, so there's too much news in some of these markets, certainly in Louisville there is, and the question is, how much news do we maintain and for how long? My strategy has been to let the others cut news before we do.

But with declining net retrans money and some weak advertising categories, that's becoming harder to do. TV broadcasting is also in transition, but local broadcasting that has news is going to be a good, strong business for the future that will be protected by the government, that the government, FCC, and Congress will encourage and make sure continues.

In my opinion. Now, right now, the networks are squeezing us on retrans. Cord cutting is lowering retrans dollars. That is a problem. Certain digital categories are affecting TV advertising, in my opinion. But TV is still the best way to reach the mass audience. Broadcast TV is still the best way to reach the mass audience. But TV is also in a transition, just like broadband is. It doesn't mean it's a bad business. Transition does not mean a business is bad i t just means a business is changing.

Thank you.

Jodi Miehls
President and Chief Operating Officer, Block Communications

I think the other piece to mention, and we're probably most excited about, is the anticipated improvement in our telecom group. So for those of you who follow Block, you know that we replaced our vice president of telecom earlier this year.

The new vice president has come in with some specific charges from Alan and me. We have redesigned our product portfolio and our pricing associated with it. We have completely restructured our sales force, how we work with our channel managers. We saw a 43% increase in our monthly recurring revenue in the Q3 as compared to the Q3 last year. We've also identified, through just basic streamlining of back office systems and reorganization, about $6.5 million of savings.

We recognized about $2 million this year in 2024. We'll recognize the other $4.5 million in 2025 year over year with a $6.5-$7 million run rate going forward. That's just operational savings t hat's not necessarily top-line growth that we'll achieve through the reorganization that I just described on our sales and product portfolio.

And then from a capital allocation perspective, can you just, one, discuss the priorities from a capital allocation perspective, and then two.

Fiber, fiber, fiber.

Allan Block
Chairman and CEO, Block Communications

Yeah, our main capital is going to be spent in the broadband division, of course.

Great. And then free cash flow, some of the main drivers, how do you see that kind of progressing over the next couple of years? So for example, CapEx, I think you're looking at $112 million this year. How do you kind of envision that next year? And how do we think about maintenance CapEx? Just some quick comments on taxes and working capital.

That's really a question for Jodi, but I will say a couple of sentences here. We'd like to meet our CapEx needs with free cash flow, but we are going to make sure nobody fibers any of our broadband areas before we do.

We're going to be first with broadband anywhere we're serving. I'm committed to that. We're going to target that well, though. Building broadband doesn't have to be in a whole town it can be in the parts of the town that somebody else is looking at or asks for pole clearances.

But having said we'll defend our business, our goal would be to keep it under control, not go faster than we have to l ast year, I thought we'd have to go very fast. This year, I realize the entire interest rates, some others pulling back w e won't have to go as fast. And our own means are not as strong as they were. So we're not going to go faster than we have to a nd hopefully, that can be somewhat balanced with free cash flow. Jodi, what would you add?

Jodi Miehls
President and Chief Operating Officer, Block Communications

So the plan for 2025 is to continue to build fiber while protecting our balance sheet. So there are no plans and/or projections that cause us to increase leverage. So we're not going to borrow on the revolver. We are determining how much capital we have for fiber just by doing that simple math and making sure that we're funding that through cash flow from operations.

So right now, we anticipate that that will leave us about $25 million for the fiber build in 2025. We're being very surgical as to how we're spending that with a focus on conversions. So as I laid out earlier, we've seen some material EBITDA benefits to converting those subscribers. So when we build, we're going to focus on converting those subscribers and trying to increase that 70% to as close to 100% as we can, making sure our fiber-eligible homes are converted with leaving a bucket for response to competition.

So we have invested, and we have completely designed, including now with the new technology of FlexNAP, our systems so we are able to respond with a build and permits on a very short notice on a street level if we get word that there's competition. So that's the focus on the build in 2025 with keeping cash flow so that we're protecting the balance sheet.

Allan Block
Chairman and CEO, Block Communications

Better targeting.

How are you balancing and thinking about the revolver and bringing that down?

Jodi Miehls
President and Chief Operating Officer, Block Communications

We do not anticipate any paydowns in 2025, and we'll see sort of how that plays out in ultimately 2026 as we look to determine how much we feel we need to allocate to fiber and how far we've gotten with the build thus far.

Great. And then just kind of circling back to the strategic review for a moment and still thinking about the capital structure. Obviously, there's a lot of variations and kind of ways that this could go b ut at a high level, how do we think about asset sales, the use of proceeds, how those proceeds would be applied and flow through the cap structure?

Allan Block
Chairman and CEO, Block Communications

I personally think there's going to be more change than we just sell the TV stations or something like that. I think there's going to be a shareholder change. If not a sale of the company, I think we're going to reorder the shareholdings of people and have different lists of shareholders. I think that would be good for BCI.

And I'm fully committed and personally will stay in. And I have to say, I regret the way this restructuring investigation happened and how it just came upon us and blew the company up this year. And a significant part of our lower performance this year is also unfortunate legal fees we incurred that were set off by the launching of the exploratory effort that was done by elements of the board that did not include me.

And I found out about it at a January board meeting. And it launched a very expensive legal situation that hit our company. And I apologize for it. It's one of those unfortunate things. Someone can say maybe there should have been better communication, but I believe I tried i believe that the communication fell down and failed somewhere other than with me b ut.

Anyway, I guess I'm to blame too because I shouldn't have been in the position I was occupying i shouldn't have been surprised by something like this that just happened quickly Jodi didn't know about it. Sarah didn't know about it w e all found out at the same board meeting that there was a group that had come together that wanted to launch an exploration without us. And that led to more actions, and it led to legal fees.

We've had a lot of legal fees this year that have nothing to do with the operation of our business. Again, sorry about that. I hope our investors will take a close look at how that happened and what it really means i t doesn't mean that our operations suffered $10 million of losses i t means that we had $10 million of legal fees that were unrelated.

And those won't continue into next year, right? We shouldn't say.

No, I hope not. I mean, there are some exploratory fees, but it won't be like what happened this year.

Just from an operational perspective, what are you most excited about for Block? Where are the bigger opportunities for the business next year?

I'm most excited by the chance to the possibility that we can have a new lineup at our company that will be more dynamic than what we've had and that some of the issues we've had with shareholders that didn't care, board members that didn't know anything won't be there anymore, and we'll have professionals, knowledgeable people that will be helpful to the process, not people that you just sort of have to play keep away from.

So I'm excited about a more dynamic, normal company than we've had. Obviously, in the past, we never talked about our company not being normal because that wouldn't have been conducive to having the support of the wonderful people in this room, but I'm excited by a better, more normal, more intelligent group of people involved with me and with my colleagues here to propel our company forward t hat's what really excites me.

If that could happen m aybe it's not a certainty right now, today. It's more of a dream. But if BCI could become normal and helpful people on the board and helpful people in the shareholding group, that would be a much better situation, I think, than I've dealt with in my whole business career s o that's what I would hope.

That's a great note to end on. So Allan, Jodi, Sarah, thank you a s always, it's always a pleasure.

Thank you to everyone in this room who supports us and has supported me and Jodi and Sarah. Thank you very much.

Jodi Miehls
President and Chief Operating Officer, Block Communications

Thank you.

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