What changed in this filing

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Item 1. Financial Statements

2023-11-03 compared with 2023-08-07 · 164 added, 143 removed, 551 unchanged (36% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) June 30,

(in millions) September 30,

2023 December 31,

46 unchanged sentences

Consolidated Statements of Operations

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions, except per share amounts) 2023 2022 2023 2022

4 unchanged sentences

Selling, general and administrative 105.3 106.5 321.8 311.8

Net (gain) loss on dispositions ( 0.1 ) 0.2 0.2 ( 0.1 )

Net loss on dispositions — 0.2 0.2 0.1

Impairment charges 12.1 — 523.5 —

4 unchanged sentences

Interest expense, net ( 40.2 ) ( 33.6 ) ( 117.6 ) ( 95.9 )

Other expense, net 0.2 0.1 0.2 —

Other income (expense), net ( 0.1 ) ( 0.3 ) 0.1 ( 0.3 )

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 18.3 40.4 ( 486.9 ) 86.5

2 unchanged sentences

Net income (loss) before allocation to non-controlling interests 16.7 41.1 ( 490.4 ) 89.6

Net income attributable to non-controlling interests 0.5 0.4 0.7 0.6

Net income (loss) attributable to non-controlling interests ( 0.3 ) 0.3 0.4 0.9

Net income (loss) attributable to OUTFRONT Media Inc.

9 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

Net income (loss) before allocation to non-controlling interests $ 16.7 $ 41.1 $ ( 490.4 ) $ 89.6

Net income attributable to non-controlling interests 0.5 0.4 0.7 0.6

Net income (loss) attributable to non-controlling interests ( 0.3 ) 0.3 0.4 0.9

Net income (loss) attributable to OUTFRONT Media Inc.

2 unchanged sentences

Cumulative translation adjustments ( 2.2 ) ( 7.5 ) 0.6 ( 9.1 )

Net actuarial gain — 0.2 — 0.2

Change in fair value of interest rate swap agreements — — — 0.4

9 unchanged sentences

Balance as of

March 31, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,391.3 $ ( 1,176.8 ) $ ( 1.4 ) $ 1,214.7 $ 4.4 $ 1,338.9

June 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,399.8 $ ( 1,180.4 ) $ ( 5.6 ) $ 1,215.4 $ 4.1 $ 1,339.3

Net income — — — — — 40.8 — 40.8 0.3 41.1

8 unchanged sentences

Balance as of

June 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,399.8 $ ( 1,180.4 ) $ ( 5.6 ) $ 1,215.4 $ 4.1 $ 1,339.3

September 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,408.4 $ ( 1,191.1 ) $ ( 12.9 ) $ 1,206.0 $ 4.2 $ 1,330.0

Balance as of

March 31, 2023 0.1 $ 119.8 165.0 $ 1.6 $ 2,411.8 $ ( 1,264.2 ) $ ( 8.8 ) $ 1,140.4 $ 4.1 $ 1,264.3

June 30, 2023 0.1 $ 119.8 165.0 $ 1.7 $ 2,419.6 $ ( 1,794.9 ) $ ( 6.3 ) $ 620.1 $ 4.7 $ 744.6

Net income (loss) — — — — — 17.0 — 17.0 ( 0.3 ) 16.7

Other comprehensive income — — — — — — 2.5 2.5 — 2.5

Other comprehensive loss — — — — — — ( 2.2 ) ( 2.2 ) — ( 2.2 )

Stock-based payments:

Vested — — 0.1 0.1 — — — 0.1 — 0.1

Amortization — — — — 7.2 — — 7.2 — 7.2

6 unchanged sentences

Balance as of

June 30, 2023 0.1 $ 119.8 165.0 $ 1.7 $ 2,419.6 $ ( 1,794.9 ) $ ( 6.3 ) $ 620.1 $ 4.7 $ 744.6

September 30, 2023 0.1 $ 119.8 165.0 $ 1.7 $ 2,426.7 $ ( 1,829.8 ) $ ( 8.5 ) $ 590.1 $ 3.8 $ 713.7

OUTFRONT Media Inc.

19 unchanged sentences

Balance as of

June 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,399.8 $ ( 1,180.4 ) $ ( 5.6 ) $ 1,215.4 $ 4.1 $ 1,339.3

September 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,408.4 $ ( 1,191.1 ) $ ( 12.9 ) $ 1,206.0 $ 4.2 $ 1,330.0

Balance as of December 31, 2022 0.1 $ 119.8 164.2 $ 1.6 $ 2,416.3 $ ( 1,183.4 ) $ ( 9.1 ) $ 1,225.4 $ 4.0 $ 1,349.2

9 unchanged sentences

— — — — — ( 149.0 ) — ( 149.0 ) — ( 149.0 )

Balance as of

June 30, 2023 0.1 $ 119.8 165.0 $ 1.7 $ 2,419.6 $ ( 1,794.9 ) $ ( 6.3 ) $ 620.1 $ 4.7 $ 744.6

Other — — — — — — — — ( 0.6 ) ( 0.6 )

Balance as of September 30, 2023 0.1 $ 119.8 165.0 $ 1.7 $ 2,426.7 $ ( 1,829.8 ) $ ( 8.5 ) $ 590.1 $ 3.8 $ 713.7

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2023 2022

5 unchanged sentences

Depreciation and amortization 122.1 110.9

Deferred tax (benefit) provision 0.1 ( 2.5 )

Deferred tax benefit ( 0.3 ) ( 4.2 )

Stock-based compensation 22.9 25.0

1 unchanged sentence

Accretion expense 2.3 2.1

Net (gain) loss on dispositions 0.2 ( 0.1 )

Net loss on dispositions 0.2 0.1

Impairment charges 511.4 —

5 unchanged sentences

Increase in prepaid MTA equipment deployment costs ( 21.8 ) ( 61.1 )

Decrease in prepaid expenses and other current assets 1.3 4.5

(Increase) decrease in prepaid expenses and other current assets ( 5.4 ) 1.8

Decrease in accounts payable and accrued expenses ( 37.2 ) ( 16.2 )

9 unchanged sentences

Net proceeds from dispositions 0.3 1.3

Investment in investee companies — ( 0.3 )

Net cash flow used for investing activities

13 unchanged sentences

$ 44.4 $ 81.5

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows (Continued)

Nine Months Ended

September 30,

(in millions) 2023 2022

Supplemental disclosure of cash flow information:

45 unchanged sentences

The table below presents the balances of major classes of assets and accumulated depreciation.

(in millions) Estimated Useful Lives June 30,

(in millions) Estimated Useful Lives September 30,

2023 December 31,

8 unchanged sentences

Property and equipment, net $ 693.9 $ 699.8

Depreciation expense was $ 19.7 million in the three months ended June 30, 2023, $ 19.4 million in the three months ended June 30, 2022, $ 39.8 million in the six months ended June 30, 2023, and $ 38.7 million in the six months ended June 30, 2022.

Depreciation expense was $ 19.3 million in the three months ended September 30, 2023, $ 19.9 million in the three months ended September 30, 2022, $ 59.1 million in the nine months ended September 30, 2023, and $ 58.6 million in the nine months ended September 30, 2022.

Long-Lived Assets

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Transit and Other reporting unit did not meet revenue expectations and as of June 30, 2023, our revenue pacing and outlook for the remainder of 2023 reflects a continued decline in transit revenues as compared to our 2023 forecast due to underperformance across our transit business, including the New York Metropolitan Transportation Authority (the “MTA”) transit system.

As a result, we determined that there was a decline in the long-term outlook for our U.S.

Transit and Other reporting unit constituting a triggering event, which requires an interim impairment analysis of goodwill and long-lived assets.

For the six months ended June 30, 2023, and the year ended December 31, 2022, the changes in the book value of goodwill by segment were as follows:

As a result, in the second quarter of 2023, we determined that there was a decline in the long-term outlook for our U.S.

Transit and Other reporting unit constituting a triggering event, which required an interim impairment analysis of goodwill and long-lived assets.

For the nine months ended September 30, 2023, and the year ended December 31, 2022, the changes in the book value of goodwill by segment were as follows:

(in millions) U.S.

5 unchanged sentences

Impairment ( 47.6 ) — ( 47.6 )

As of As of June 30, 2023 $ 2,006.4 $ 22.9 $ 2,029.3

As of September 30, 2023 $ 2,006.4 $ 22.5 $ 2,028.9

The estimated fair value of our U.S.

2 unchanged sentences

Transit and Other reporting unit exceeded its fair value and we recorded an impairment charge of $ 47.6 million in the Consolidated Statements of Operations.

As of June 30, 2023, the goodwill balances associated with the U.S.

As of September 30, 2023, the goodwill balances associated with the U.S.

Billboard reporting unit was $ 2,006.4 million and the Canada reporting unit was $ 22.5 million.

6 unchanged sentences

(in millions) Gross Accumulated Amortization Impairment Net

As of June 30, 2023:

As of September 30, 2023:

Permits and leasehold agreements $ 1,620.5 $ ( 916.1 ) $ — $ 704.4

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(a) We reclassified all Prepaid MTA equipment deployment costs (see Note 16.

Commitments and Contingencies ) and recorded an impairment due to a decline in the long-term outlook of our U.S.

Commitments and Contingencies ) and recorded impairments in the second and third quarters of 2023 due to a decline in the long-term outlook of our U.S.

Transit and Other reporting unit.

In the six months ended June 30, 2023, we acquired approximately 440 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 23.8 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 14.9 years.

In the nine months ended September 30, 2023, we acquired approximately 440 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 26.3 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 15.4 years.

All of our intangible assets, except goodwill, are subject to amortization.

Amortization expense was $ 21.5 million in the three months ended June 30, 2023, $ 17.3 million in the three months ended June 30, 2022, $ 43.3 million in the six months ended June 30, 2023, and $ 32.1 million in the six months ended June 30, 2022.

We performed an analysis of carrying value of our long-lived asset groups within our U.S.

Amortization expense was $ 19.7 million in the three months ended September 30, 2023, $ 20.2 million in the three months ended September 30, 2022, $ 63.0 million in the nine months ended September 30, 2023, and $ 52.3 million in the nine months ended September 30, 2022.

During the second quarter of 2023, we performed an analysis of the carrying value of our long-lived asset groups within our U.S.

Transit and Other reporting unit as a result of the triggering event noted above utilizing undiscounted cash flows compared to the carrying value of the asset groups.

As a result, we recorded an impairment charge of $ 463.5 million in the second quarter of 2023, primarily representing a $ 443.1 million impairment charge related to our MTA asset group.

As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, we recorded an additional impairment charge of $ 12.1 million in the third quarter of 2023, representing additional MTA equipment deployment cost spending during the quarter.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The following table presents our operating lease assets and liabilities:

(in millions, except years and percentages) June 30,

(in millions, except years and percentages) September 30,

2023 December 31,

4 unchanged sentences

Weighted-average discount rate 6.0 % 5.8 %

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The components of our lease expenses were as follows:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

8 unchanged sentences

Description of Business and Basis of Presentation ).

For each of the three and six months ended June 30, 2023 and 2022, sublease income related to office properties was immaterial.

We recorded rental income of $ 349.3 million for the three months ended June 30, 2023, and $ 342.2 million for the three months ended June 30, 2022, $ 647.7 million for the six months ended June 30, 2023, and $ 630.5 million for the six months ended June 30, 2022, in Revenues on our Consolidated Statement of Operations.

For each of the three and nine months ended September 30, 2023 and 2022, sublease income related to office properties was immaterial.

We recorded rental income of $ 340.8 million for the three months ended September 30, 2023, and $ 331.0 million for the three months ended September 30, 2022, $ 988.5 million for the nine months ended September 30, 2023, and $ 961.5 million for the nine months ended September 30, 2022, in Revenues on our Consolidated Statement of Operations.

Asset Retirement Obligation

7 unchanged sentences

Liabilities settled ( 2.3 )

Foreign currency translation adjustments 0.1

As of June 30, 2023 $ 38.0

As of September 30, 2023 $ 38.0

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Related Party Transactions

1 unchanged sentence

(the “Providence Affiliate”) in connection with the Providence Affiliate’s purchase of a lease for certain outdoor advertising assets (the “Assets”) from a third-party seller.

Pursuant to an agreement between us and the Providence Affiliate (the “Billboard Agreement”), we agreed to exclusively market, license and make advertising space available on the Assets to third-party advertisers for a term of up to ten years (the “Transaction”).

In return, we will retain all revenues from the sale of advertising with respect to the Assets less the following payments to the Providence Affiliate or its payment designee, as applicable:

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(iv) a percentage revenue share payment on net revenues until $ 100.0 million is paid to the Providence Affiliate or its payment designee, as applicable;

and (v) a one-time payment of $ 10.0 million paid to the Providence Affiliate on the fifth anniversary of the closing of the Transaction (the “Transaction Closing”) if we have not yet acquired the Assets as

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

described below.

The Billboard Agreement also provides that (i) we have the option to acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Transaction Closing at pre-agreed prices depending on the time at which we exercise the option;

(ii) prior to the seventh anniversary of the Transaction Closing, we have a right of first offer prior to any sale of the Assets by the Providence Affiliate to a third-party;

and (v) a one-time payment of $ 10.0 million paid to the Providence Affiliate on the fifth anniversary of the closing of the Billboard Transaction (the “Billboard Transaction Closing”) if we have not yet acquired the Assets as described below.

The Billboard Agreement also provides that (i) we have the option to acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Billboard Transaction Closing at pre-agreed prices depending on the time at which we exercise the option;

(ii) prior to the seventh anniversary of the Billboard Transaction Closing, we have a right of first offer prior to any sale of the Assets by the Providence Affiliate to a third-party;

and (iii) in the event of a termination of the Billboard Agreement by the Providence Affiliate after a sale to a third-party, we may in certain circumstances be entitled to receive a termination payment.

As of June 30, 2023, operating lease assets related to the Billboard Agreement were $ 95.2 million and non-current operating lease liabilities related to the Billboard Agreement were $ 94.1 million , and are included in Operating lease assets and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 1.9 million in the three months ended June 30, 2023, and $ 3.8 million in the six months ended June 30, 2023, and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease expenses related to the Billboard Agreement were $ 2.6 million in the three months ended June 30, 2023, and $ 4.9 million in the six months ended June 30, 2023, and recorded in Operating expenses on the Consolidated Statement of Operations.

As of September 30, 2023, operating lease assets related to the Billboard Agreement were $ 93.3 million and non-current operating lease liabilities related to the Billboard Agreement were $ 93.1 million , and are included in Operating lease assets and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 1.9 million in the three months ended September 30, 2023, and $ 5.7 million in the nine months ended September 30, 2023, and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease expenses related to the Billboard Agreement were $ 2.4 million in the three months ended September 30, 2023, and $ 7.3 million in the nine months ended September 30, 2023, and recorded in Operating expenses on the Consolidated Statement of Operations.

We have a 50 % ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures which currently operate a total of seven billboard displays in New York and Boston.

All of these joint ventures are accounted for as equity investments.

These investments totaled $ 10.3 million as of June 30, 2023, and $ 12.2 million as of December 31, 2022, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 1.4 million in the three months ended June 30, 2023, $ 2.3 million in the three months ended June 30, 2022, $ 2.4 million in the six months ended June 30, 2023, and $ 4.0 million in the six months ended June 30, 2022.

These investments totaled $ 10.1 million as of September 30, 2023, and $ 12.2 million as of December 31, 2022, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 1.0 million in the three months ended September 30, 2023, $ 2.3 million in the three months ended September 30, 2022, $ 3.4 million in the nine months ended September 30, 2023, and $ 6.3 million in the nine months ended September 30, 2022.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Debt, net, consists of the following:

(in millions, except percentages) June 30,

(in millions, except percentages) September 30,

2023 December 31,

14 unchanged sentences

Weighted average cost of debt 5.5 % 5.2 %

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.9 % per annum as of June 30, 2023.

As of June 30, 2023, a discount of $ 1.2 million on the Term Loan remains unamortized.

The interest rate on the term loan due in 2026 (the “Term Loan”) was 7.1 % per annum as of September 30, 2023.

As of September 30, 2023, a discount of $ 1.1 million on the Term Loan remains unamortized.

The discount is being amortized through Interest expense, net , on the Consolidated Statement of Operations.

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The Amendments also include springing maturity refinancing provisions with respect to the Borrowers’ outstanding term loan indebtedness and certain series of senior notes issued by the Borrowers, in each case, which have maturity dates prior to June 15, 2028, as well as other clarifying, conforming and ministerial changes to the Credit Agreement.

As of June 30, 2023, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $ 0.4 million in each of the three months ended June 30, 2023 and 2022, $ 0.8 million in each of the six months ended June 30, 2023 and 2022.

As of June 30, 2023, we had issued letters of credit totaling approximately $ 6.5 million against the letter of credit facility sublimit under the Revolving Credit Facility.

As of September 30, 2023, there were no outstanding borrowings under the Revolving Credit Facility.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $ 0.5 million in the three months ended September 30, 2023, $ 0.4 million in the three months ended September 30, 2022, $ 1.3 million in the nine months ended September 30, 2023, and $ 1.2 million in the nine months ended September 30, 2022.

As of September 30, 2023, we had issued letters of credit totaling approximately $ 6.5 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of June 30, 2023, we had issued letters of credit totaling approximately $ 77.1 million under our aggregate $ 81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three and six months ended June 30, 2023 and 2022.

As of September 30, 2023, we had issued letters of credit totaling approximately $ 75.7 million under our aggregate $ 81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three and nine months ended September 30, 2023 and 2022.

Accounts Receivable Securitization Facility

As of June 30, 2023, we have a $ 150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended.

As of September 30, 2023, we have a $ 150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”).

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Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of June 30, 2023, there were $ 135.0 million outstanding borrowings under the AR Facility, at a borrowing rate of 6.2 %.

As of June 30, 2023, borrowing capacity remaining under the AR Facility was $ 15.0 million based on approximately $ 320.0 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for the three months ended June 30, 2023, $ 0.1 million for the six months ended June 30, 2023, and immaterial for each of the three and six months ended June 30, 2022.

As of September 30, 2023, there were $ 150.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.4 %.

As of September 30, 2023, there is no borrowing capacity remaining under the AR Facility based on approximately $ 317.7 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for the three months ended September 30, 2023, $ 0.1 million for the nine months ended September 30, 2023, and immaterial for each of the three and nine months ended September 30, 2022.

As of November 2, 2023, there were $ 140.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.4 %.

Debt Covenants

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One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.

As of June 30, 2023, our Consolidated Total Leverage Ratio was 5.1 to 1.0 in accordance with the Credit Agreement.

As of September 30, 2023, our Consolidated Total Leverage Ratio was 5.2 to 1.0 in accordance with the Credit Agreement.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $ 150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0.

As of June 30, 2023, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement.

As of June 30, 2023, we are in compliance with our debt covenants.

As of September 30, 2023, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement.

As of September 30, 2023, we are in compliance with our debt covenants.

Deferred Financing Costs

As of June 30, 2023, we had deferred $ 25.7 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

As of September 30, 2023, we had deferred $ 24.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

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and unobservable inputs for the asset or liability are defined as Level 3.

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.6 billion as of June 30, 2023, and $ 2.5 billion as of December 31, 2022.

The fair value of our debt as of both June 30, 2023, and December 31, 2022, is classified as Level 2.

As of June 30, 2023, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.5 billion as of both September 30, 2023, and December 31, 2022.

The fair value of our debt as of both September 30, 2023, and December 31, 2022, is classified as Level 2.

As of September 30, 2023, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

165,049,566 shares were issued and outstanding;

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Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0 % per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”).

Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

dividends will be payable solely in cash.

So long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT;

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Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

During the three months ended June 30, 2023, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock and during the six months ended June 30, 2023, we paid cash dividends of $ 4.4 million on the Series A Preferred Stock.

As of June 30, 2023, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.

During the three months ended September 30, 2023, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock and during the nine months ended September 30, 2023, we paid cash dividends of $ 6.6 million on the Series A Preferred Stock.

As of September 30, 2023, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $ 300.0 million.

We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement.

No shares were sold under the ATM Program during the six months ended June 30, 2023.

As of June 30, 2023, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

On August 3, 2023 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on September 29, 2023 , to stockholders of record at the close of business on September 1, 2023 .

No shares were sold under the ATM Program during the nine months ended September 30, 2023.

As of September 30, 2023, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

On November 2, 2023 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on December 29, 2023 , to stockholders of record at the close of business on December 1, 2023 .

The following table summarizes revenues by source:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

10 unchanged sentences

Total revenues $ 454.8 $ 453.7 $ 1,319.4 $ 1,277.4

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Rental income was $ 349.3 million in the three months ended June 30, 2023, $ 342.2 million in the three months ended June 30, 2022, $ 647.7 million in the six months ended June 30, 2023, and $ 630.5 million in the six months ended June 30, 2022, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

Rental income was $ 340.8 million in the three months ended September 30, 2023, $ 331.0 million in the three months ended September 30, 2022, $ 988.5 million in the nine months ended September 30, 2023, and $ 961.5 million in the nine months ended September 30, 2022, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

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We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2022, during the three months ended March 31, 2023.

We completed several asset acquisitions for a total purchase price of approximately $ 27.4 million in the six months ended June 30, 2023, and $ 248.6 million in the six months ended June 30, 2022.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

We completed several asset acquisitions for a total purchase price of approximately $ 30.7 million in the nine months ended September 30, 2023, and $ 278.9 million in the nine months ended September 30, 2022.

The value of the assets acquired during 2023 and 2022 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4.

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Amended and Restated Omnibus Stock Incentive Plan (as amended and restated, the “Stock Plan”) to, among other things, increase the number of shares of our common stock reserved for issuance under our prior plan by 6,475,000 shares, so that the aggregate number of shares reserved for issuance under the Stock Plan is 19,575,000 shares of our common stock.

The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2023 and 2022.

Three Months Ended Six Months Ended

June 30, June 30,

The following table summarizes our stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022.

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

2 unchanged sentences

Stock-based compensation expense, net of tax $ 7.0 $ 8.2 $ 22.2 $ 23.8

As of June 30, 2023, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 44.9 million, which is expected to be recognized over a weighted average period of 1.9 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of September 30, 2023, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 36.0 million, which is expected to be recognized over a weighted average period of 1.7 years.

RSUs and PRSUs

The following table summarizes activity for the six months ended June 30, 2023, of RSUs and PRSUs issued to our employees.

The following table summarizes activity for the nine months ended September 30, 2023, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value

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PRSUs ( 35,344 ) 21.50

Non-vested as of June 30, 2023 2,893,409 21.11

Non-vested as of September 30, 2023 2,801,377 21.11

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Retirement Benefits

The following table presents the components of net periodic pension cost and amounts recognized in other comprehensive income (loss) for our pension plans:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

Components of net periodic pension cost:

Service cost $ — $ 0.1 $ — $ 0.1

Interest cost 0.6 0.4 1.7 1.4

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Our effective income tax rate represents a combined annual effective tax rate for federal, state, local and foreign taxes applied to interim operating results.

In the three and six months ended June 30, 2023 and 2022, our effective tax rate differed from the U.S.

In the three and nine months ended September 30, 2023 and 2022, our effective tax rate differed from the U.S.

federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, the impact of state and local taxes, and the effect of foreign operations.

2 unchanged sentences

Earnings Per Share (“EPS”)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

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Dilutive potential shares from grants of RSUs and PRSUs (a)

Weighted average shares for basic and diluted EPS (a)(b)(c)

0.2 0.6 — 0.7

(a) The potential impact of 2.5 million granted RSUs and PRSUs in the three months ended June 30, 2023, 1.1 million granted RSUs and PRSUs in the three months ended June 30, 2022, 2.1 million granted RSUs and PRSUs in the six months ended June 30, 2023, were antidilutive.

The potential impact of antidilutive granted RSUs and PRSUs in the six months ended June 30, 2022, was immaterial.

(b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three and six months ended June 30, 2023, were antidilutive.

The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended June 30, 2022, and 13.4 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2022, were antidilutive.

(c) The potential impact of 0.2 million of Class A equity interests of a subsidiary of the Company that controls its Canadian business in the six months ended June 30, 2022, was antidilutive.

Weighted average shares for diluted EPS (a)(b)(c)

165.2 164.6 164.9 160.7

(a) The potential impact of 2.0 million granted RSUs and PRSUs in the three months ended September 30, 2023, 0.9 million granted RSUs and PRSUs in the three months ended September 30, 2022, 2.1 million granted RSUs and PRSUs in the nine months ended September 30, 2023, and 0.7 million granted RSUs and PRSUs in the nine months ended September 30, 2022, were antidilutive.

(b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three and nine months ended September 30, 2023, were antidilutive.

The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended September 30, 2022, and 11.5 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2022, were antidilutive.

(c) The potential impact of 0.1 million of Class A equity interests of a subsidiary of the Company that controls its Canadian business in the nine months ended September 30, 2022, was antidilutive.

Commitments and Contingencies

12 unchanged sentences

As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced.

If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our

If incremental revenues generated over the term of the agreement are not sufficient to cover all or a

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

business, financial condition and results of operations, including impairment charges (see Note 4.

portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges (see Note 4.

Long-Lived Assets ).

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For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70 % and 30 % of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement.

We did not recoup any equipment deployment costs in the six months ended June 30, 2023, and we do not expect to recoup any equipment deployment costs in the remainder of 2023.

We did not recoup any equipment deployment costs in the nine months ended September 30, 2023, and we do not expect to recoup any equipment deployment costs in the remainder of 2023.

We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment.

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We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions.

During the six months ended June 30, 2023, we had no recoupment from incremental revenues.

As of June 30, 2023, 16,758 digital displays had been installed, composed of 5,135 digital advertising screens on subway and train platforms and entrances, 6,952 smaller-format digital advertising screens on rolling stock and 4,671 MTA communications displays.

In the three months ended June 30, 2023, 1,558 installations occurred, for a total of 2,605 installations occurring in the six months ended June 30, 2023.

We performed an analysis of carrying value of our long-lived asset groups within our U.S.

During the nine months ended September 30, 2023, we had no recoupment from incremental revenues.

As of September 30, 2023, 18,786 digital displays had been installed, composed of 5,117 digital advertising screens on subway and train platforms and entrances, 8,760 smaller-format digital advertising screens on rolling stock and 4,909 MTA communications displays.

In the three months ended September 30, 2023, 2,028 installations occurred, for a total of 4,633 installations occurring in the nine months ended September 30, 2023.

During the second quarter of 2023, we performed an analysis of the carrying value of our long-lived asset groups within our U.S.

Transit and Other reporting unit as a result of the triggering event noted above utilizing undiscounted cash flows compared to the carrying value of the asset groups.

1 unchanged sentence

Long-Lived Assets .)

OUTFRONT Media Inc.

1 unchanged sentence

(in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization/Impairment Reclassification Ending Balance

Six months ended June 30, 2023:

Nine months ended September 30, 2023:

Prepaid MTA equipment deployment costs $ 363.2 $ 21.8 $ — $ — $ ( 385.0 ) $ —

9 unchanged sentences

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business.

As of June 30, 2023, the outstanding letters of credit were approximately $ 83.6 million and outstanding surety bonds were approximately $ 170.0 million, and were not recorded on the Consolidated Statements of Financial Position.

As of September 30, 2023, the outstanding letters of credit were approximately $ 82.2 million and outstanding surety bonds were approximately $ 172.2 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

8 unchanged sentences

The following tables set forth our financial performance by segment.

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

2 unchanged sentences

Total revenues $ 454.8 $ 453.7 $ 1,319.4 $ 1,277.4

We present Operating income before Depreciation , Amortization , Net (gain) loss on dispositions, Stock-based compensation and Impairment charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments.

We present Operating income (loss) before Depreciation , Amortization , Net (gain) loss on dispositions, Stock-based compensation and Impairment charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

3 unchanged sentences

Interest expense, net 40.2 33.6 117.6 95.9

Other expense, net ( 0.2 ) ( 0.1 ) ( 0.2 ) —

Other income (expense), net 0.1 0.3 ( 0.1 ) 0.3

Operating income (loss) 58.6 74.3 ( 369.4 ) 182.7

Net (gain) loss on dispositions ( 0.1 ) 0.2 0.2 ( 0.1 )

Net loss on dispositions — 0.2 0.2 0.1

Impairment charges 12.1 — 523.5 —

9 unchanged sentences

Notes to Consolidated Financial Statements

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2023 2022 2023 2022

3 unchanged sentences

Corporate ( 16.8 ) ( 19.4 ) ( 58.1 ) ( 58.0 )

Total operating income $ ( 438.2 ) $ 79.9 $ ( 428.0 ) $ 108.4

Net gain (loss) on dispositions:

Total operating income (loss) $ 58.6 $ 74.3 $ ( 369.4 ) $ 182.7

Net loss on dispositions:

Media $ — $ 0.2 $ 0.2 $ 0.1

Total gain (loss) on dispositions $ ( 0.1 ) $ 0.2 $ 0.2 $ ( 0.1 )

Total loss on dispositions $ — $ 0.2 $ 0.2 $ 0.1

Impairment charges (a) :

9 unchanged sentences

Total capital expenditures $ 18.7 $ 24.8 $ 63.6 $ 66.6

(a) The Impairment charges relates to a decline in the long-term outlook of our U.S.

(a) Impairment charges related to a decline in the long-term outlook of our U.S.

Transit and Other reporting unit (see Note 4.

Long-Lived Assets) and an other-than-temporary decline in fair value of a cost-method investment.

(in millions) June 30,

(in millions) September 30,

2023 December 31, 2022

3 unchanged sentences

Total assets $ 5,554.8 $ 5,990.0

(in millions) June 30,

(in millions) September 30,

2023 December 31, 2022

Long-lived assets (a) :

United States (b)

$ 5,004.6 $ 5,391.0

United States $ 4,962.1 $ 5,391.0

Canada 201.4 195.8

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(a) Reflects total assets less current assets, investments and non-current deferred tax assets.

(b) Reflects a decline in the long-term outlook of our U.S.

Transit and Other reporting unit in 2023 (see Note 4.

Long-Lived Assets ).

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Subsequent Event

On October 22, 2023, the Company, Outfront Canada HoldCo 2 LLC, a wholly-owned subsidiary of the Company, and Outfront Canada Sub LLC, a wholly-owned subsidiary of the Company (together, the “Selling Subsidiaries”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Bell Media Inc.

(the “Buyer”), relating to the sale of the Company’s outdoor advertising business in Canada (the “Canadian Business”).

Pursuant to the Share Purchase Agreement, the Selling Subsidiaries agreed to sell all of its (and its affiliates) equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Canadian Business, to the Buyer, for C$ 410.0 million in cash, payable on the date of the consummation of the Transaction (the “Closing”).

The purchase price is subject to (i) adjustments at and following the Closing for (1) working capital, cash, indebtedness, capital expenditures and transaction expenses, and (2) the potential sale of the Canadian joint venture in which a subsidiary of Outdoor Systems Americas ULC holds an equity interest (the “JV”) to the JV partner holding the remaining equity interest in the JV, instead of the Buyer;

and (ii) a holdback to be released at or following the Closing, in whole or in part, if certain third party contracts are renewed or extended on certain terms.

The consummation of the Transaction is expected to occur in 2024, subject to certain closing conditions, including, among others, (i) the absence of any enacted or pending law, order, judgment or litigation by a governmental authority prohibiting the consummation of the Transaction, and (ii) receipt of antitrust approval in Canada (the “Antitrust Approval”).

The obligation of the Buyer to consummate the Transaction is also conditioned on the absence of a material adverse effect on the Canadian Business following the date of the Share Purchase Agreement and the Selling Subsidiaries’ obligation to spend a target percentage of forecasted capital expenditures through the Closing.

The obligation of each party to consummate the Transaction is conditioned on each party’s representations and warranties being true and correct and each party having performed in all material respects its obligations under the Share Purchase Agreement.

In addition, the Share Purchase Agreement may be terminated under certain circumstances, including (i) by mutual written agreement of the Buyer and the Selling Subsidiaries;

(ii) by either the Buyer or the Selling Subsidiaries if the Closing does not occur by July 22, 2024, with extensions by the Buyer or the Selling Subsidiaries under certain conditions until no later than October 22, 2024 (the “Outside Date”);

or (iii) by either the Buyer or the Selling Subsidiaries if a failure by either the Buyer or the Seller Subsidiaries is the principal cause of any closing condition not being satisfied.

If the Antitrust Approval is not received by the Outside Date and the principal cause of such failure is not a failure of the Selling Subsidiaries or its subsidiaries to perform any of their obligations under the Share Purchase Agreement, the Buyer will pay a termination fee to the Selling Subsidiaries in the amount of C$ 20.0 million.

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-Q

Item 1. Financial Statements