What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-26 compared with 2020-02-26 · 90 added, 31 removed, 119 unchanged (50% of the section changed)

6 unchanged sentences

To maintain REIT status, we must annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains.

This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders.

To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined with the above modifications, we will be subject to U.S.

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Business—Tax Status.”

Distributions that we make will be authorized and determined by our board of directors in its sole discretion out of assets legally available therefor.

While we anticipate maintaining relatively stable distribution(s) during each year, the amount, timing and frequency of distributions will be at the sole discretion of the board of directors, and distributions will be declared based upon various factors, including but not limited to:

future taxable income, limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company), debt service requirements, our results of operations, our financial condition, our operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on our ability to use cash generated in the TRSs to fund distributions and applicable law.

Distributions that we may make will be authorized and determined by our board of directors in its sole discretion (subject to the terms governing the Series A Preferred Stock) out of funds legally available.

The availability, amount, timing and frequency of distributions will be at the sole discretion of our board of directors (subject to the terms governing the Series A Preferred Stock), and will be declared based upon various factors, including, but not limited to:

our results of operations, our financial condition and our operating cash inflows and outflows, including capital expenditures and acquisitions;

future taxable income;

our REIT distribution requirements (which may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders);

distribution requirements under the terms of the Series A Preferred Stock;

limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company);

debt service requirements;

limitations on our ability to use cash generated in the TRSs to fund distributions;

and applicable law.

See “Item 1A.

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We expect that our distributions may exceed our net income, due, in part, to noncash expenses included in net income (loss).

In response to the COVID-19 pandemic, we suspended our quarterly dividend payments on our common stock, subject to the minimum annual REIT distribution requirement (which may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders).

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—COVID-19 Impact.”

We anticipate that our distributions generally will be taxable as ordinary income to our stockholders, although we may designate a portion of the distributions as qualified dividend income or capital gain dividends or a portion of the distributions may constitute a return of capital or be taxable as capital gain.

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The performance graph assumes $100 invested on December 31, 2015, in OUTFRONT Media Inc.’s common stock, Lamar Advertising Company’s common stock, Clear Channel Outdoor Holdings, Inc.’s common stock, the S&P 500, the S&P 500 Media Industry Index, and the FTSE NAREIT All Equity REITs Index, including the reinvestment of dividends, through the calendar year ended December 31, 2020.

31, 2015 Dec.

31, 2016 Dec.

31, 2017 Dec.

31, 2018 Dec.

31, 2019 Dec.

OUTFRONT Media Inc.

$ 100.00 $ 120.92 $ 119.95 $ 100.64 $ 157.79 $ 116.82

Lamar Advertising Company

100.00 117.67 136.07 133.44 180.53 174.32

Clear Channel Outdoor Holdings, Inc.

100.00 140.71 154.55 177.39 97.75 56.40

S&P 500 100.00 111.96 136.40 130.42 171.49 203.04

S&P 500 Media Industry Index (a)

100.00 115.63 125.12 115.65 156.11 180.02

FTSE NAREIT All Equity REITs Index

As of December 31, 2019, the S&P 500 Media Industry Index consists of the following companies:

100.00 108.63 118.05 113.28 145.75 138.28

(a) As of December 31, 2020, the S&P 500 Media Industry Index consists of the following companies:

Charter Communications, Inc.;

Comcast Corporation;

Discovery Communications, Inc.;

Discovery, Inc.;

DISH Network Corporation;

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Total Number of Shares

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Programs

Remaining Authorizations

Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Remaining Authorizations

October 1, 2020 through October 31, 2020 — $ — — —

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December 1, 2020 through December 31, 2020 — — — —

Total — — — —

Selected Financial Data.

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Year Ended December 31,

(in millions, except per share amounts)

(in millions, except per share amounts) 2020 2019 2018 2017 2016 (a)

Statement of Operations data:

Adjusted OIBDA (c)

Revenues $ 1,236.3 $ 1,782.2 $ 1,606.2 $ 1,520.5 $ 1,513.9

Adjusted OIBDA (b)(d)

$ 233.3 $ 474.2 $ 436.3 $ 404.1 $ 410.8

Stock-based compensation 22.9 22.3 20.2 20.5 18.0

Restructuring charges 5.8 0.3 2.1 6.4 2.5

Loss on real estate assets held for sale (b)

Net (gain) loss on dispositions

Impairment charge (d)

Loss on real estate assets held for sale — — — — 1.3

Net gain on dispositions (13.7) (3.8) (5.5) (14.3) (1.9)

Impairment charge (c)

Depreciation 84.5 87.3 85.9 89.7 108.9

Amortization (d)

61.3 59.0 55.9 60.1 77.1

Operating income $ 72.5 $ 309.1 $ 234.8 $ 241.7 $ 204.9

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Loss on extinguishment of debt (e)

— (28.5) — — —

Provision for income taxes $ (1.1) $ (10.9) $ (4.9) $ (4.1) $ (5.4)

Net income (loss) attributable to OUTFRONT Media Inc.

$ (61.0) $ 140.1 $ 107.9 $ 125.8 $ 90.9

Net income (loss) attributable to OUTFRONT Media Inc.

per weighted average shares outstanding:

Basic $ (0.56) $ 0.97 $ 0.76 $ 0.90 $ 0.66

Diluted $ (0.56) $ 0.97 $ 0.75 $ 0.90 $ 0.66

Dividends declared per common share

$ 0.38 $ 1.44 $ 1.44 $ 1.44 $ 1.36

Funds from operations (“FFO”) (f)

attributable to OUTFRONT Media Inc.

$ 82.6 $ 295.3 $ 301.0 $ 277.3 $ 280.4

Adjusted FFO (“AFFO”) (f) attributable to OUTFRONT Media Inc.

$ 96.3 $ 334.1 $ 299.7 $ 277.6 $ 294.5

Balance sheet data (at period end):

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Total assets (g)

$ 5,896.9 $ 5,382.3 $ 3,828.7 $ 3,808.2 $ 3,738.5

Current liabilities $ 534.9 $ 650.0 $ 402.6 $ 299.6 $ 251.5

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Total stockholders’ equity

$ 973.8 $ 1,093.8 $ 1,102.8 $ 1,181.1 $ 1,232.9

Cash flow data:

Cash flow provided by operating activities

$ 130.6 $ 276.9 $ 214.3 $ 249.3 $ 287.1

Capital expenditures:

Growth $ 35.7 $ 71.8 $ 63.7 $ 50.9 $ 40.9

Maintenance 17.8 18.1 18.6 19.9 18.5

Total capital expenditures

On April 1, 2016, we completed the disposition of our outdoor advertising business in Latin America.

In 2015, we recorded a non-cash loss on real estate assets held for sale.

This non-cash loss is primarily comprised of the impact of including unrecognized foreign currency translation adjustment losses in the carrying value of assets held for sale.

Adjusted OIBDA is a non-GAAP financial measure.

For purposes of the above table, we calculate “Adjusted OIBDA” as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation, restructuring charges, impairment charges, and loss on real estate assets held for sale.

$ 53.5 $ 89.9 $ 82.3 $ 70.8 $ 59.4

(a) On April 1, 2016, we completed the disposition of our outdoor advertising business in Latin America.

(b) Adjusted OIBDA is a non-GAAP financial measure.

impairment charges, and loss on real estate assets held for sale.

Adjusted OIBDA is among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as it is an important indicator of our operational strength and business performance.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further information about Adjusted OIBDA.

As a result of an impairment analysis performed during the second quarter of 2018, we determined that the carrying value of our Canadian reporting unit exceeded its fair value and we recorded an impairment charge of $42.9 million on the Consolidated Statement of Operations.

In 2019, we recorded a loss on extinguishment of debt of $28.5 million relating to the redemption of our 5.250% Senior Unsecured Notes due 2022 and our 5.875% Senior Unsecured Notes due 2025 (together, the “Old Notes”).

When used herein, references to “FFO” and “AFFO” mean “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively.

We calculate FFO in accordance with the definition established by NAREIT.

(c) As a result of an impairment analysis performed during the second quarter of 2018, we determined that the carrying value of our Canadian reporting unit exceeded its fair value and we recorded an impairment charge of $42.9 million on the Consolidated Statement of Operations.

(d) We have reclassified amortization of direct lease acquisition costs of $48.2 million in 2019, $43.2 million in 2018, $40.0 million in 2017 and $38.2 million in 2016 from Amortizatio n to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(e) In 2019, we recorded a loss on extinguishment of debt of $28.5 million relating to the redemption of our 5.250% Senior Unsecured Notes due 2022 and our 5.875% Senior Unsecured Notes due 2025.

(f) When used herein, references to “FFO” and “AFFO” mean “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively.

We calculate FFO in accordance with the definition established by NAREIT (as defined below).

FFO reflects net income (loss) attributable to OUTFRONT Media Inc.

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AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations.

In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for non-controlling interests, as well as the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.

In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, a gain on disposition of non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our non-controlling interests, as well as the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.

We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further information about FFO and AFFO.

In 2019, we adopted the Financial Accounting Standards Board’s guidance addressing the recognition, measurement, presentation and disclosure for leases for both lessees and lessors using the modified retrospective transition method.

On January 1, 2019, the adoption of this standard resulted in the recognition of an operating lease liability of $1.2 billion and a right-of-use operating lease asset of the same amount.

Existing prepaid and accrued lease costs were reclassified to the right-of-use operating lease asset, resulting in a net asset of $1.3 billion on the Consolidated Statement of Financial Position.

(See Item 8., Note 2.

Summary of Significant Accounting Policies :

Adoption of New Accounting Standards to the Consolidated Financial Statements).

The following table presents a reconciliation of Net income (loss) to FFO and AFFO:

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Net income (loss) attributable to OUTFRONT Media Inc.

$ (61.0) $ 140.1 $ 107.9 $ 125.8 $ 90.9

Depreciation of billboard advertising structures

61.6 66.0 69.1 76.2 98.2

Amortization of real estate-related intangible assets

48.8 45.0 42.7 48.2 52.9

Amortization of direct lease acquisition costs

38.2 48.2 43.2 40.0 38.2

Loss on real estate assets held for sale

Net (gain) loss on disposition of real estate assets

Net gain on disposition of real estate assets (6.5) (3.8) (5.5) (14.3) (1.9)

Impairment charge

Adjustment related to equity-based investments

0.1 0.1 0.2 0.5 0.7

Adjustment related to non-controlling interests

(0.3) (0.3) — — —

Income tax effect of adjustments (1)

1.7 — 0.5 0.9 0.1

FFO attributable to OUTFRONT Media Inc.

82.6 295.3 301.0 277.3 280.4

Non-cash portion of income taxes

(5.9) 0.4 (3.5) (3.6) 4.2

Cash paid for direct lease acquisition costs

(43.1) (47.1) (41.3) (39.2) (37.0)

Maintenance capital expenditures

(17.8) (18.1) (18.6) (19.9) (18.5)

Restructuring charges - severance (2)

4.9 0.3 2.1 6.4 2.5

Other depreciation

22.9 21.3 16.8 13.5 10.7

Other amortization

12.5 14.0 13.2 11.9 24.2

Gain on disposition of non-real estate assets (3)

(7.2) — — — —

Stock-based compensation (2)

23.8 22.3 20.2 20.5 18.0

Non-cash effect of straight-line rent

11.2 6.9 1.9 3.4 1.3

Accretion expense

2.6 2.5 2.4 2.3 2.4

Amortization of deferred financing costs

6.6 7.9 5.7 6.1 6.4

Loss on extinguishment of debt

Adjustment related to non-controlling interests

(0.1) (0.1) — — —

Income tax effect of adjustments (4)

3.3 — (0.2) (1.1) (0.1)

AFFO attributable to OUTFRONT Media Inc.

$ 96.3 $ 334.1 $ 299.7 $ 277.6 $ 294.5

(1) Income tax effect related to Net (gain) loss on disposition of real estate assets.

Income tax effect related to Restructuring charges .

(2) In 2020, Restructuring charges relate to severance associated with workforce reductions made in response to the COVID-19 pandemic and includes stock-based compensation expenses of $0.9 million.

(3) In 2020, gain related to the sale of all of our equity interests in certain of our subsidiaries (the “Sports Disposition”), which held all of the assets of our Sports Marketing operating segment.

(4) Income tax effect related to Restructuring charges and Gain on disposition of non-real estate assets.

(g) In 2019, we adopted the Financial Accounting Standards Board’s guidance addressing the recognition, measurement, presentation and disclosure for leases for both lessees and lessors using the modified retrospective transition method.

On January 1, 2019, the adoption of this standard resulted in the recognition of an operating lease liability of $1.2 billion and a right-of-use operating lease asset of the same amount.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity