What changed in this filing

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Item 1. Financial Statements

2024-05-03 compared with 2023-11-03 · 208 added, 261 removed, 454 unchanged (51% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) September 30,

(in millions) March 31,

2024 December 31,

2 unchanged sentences

Receivables, less allowance ($ 17.6 in 2024 and $ 17.2 in 2023)

Prepaid lease and franchise costs 5.7 9.1

Prepaid lease and transit franchise costs 3.3 4.5

Other prepaid expenses 15.8 19.2

Assets held for sale (Note 11) 31.8 34.6

Other current assets 14.4 15.7

1 unchanged sentence

Property and equipment, net (Note 3) 657.1 657.8

Goodwill (Note 4) 2,028.9 2,076.4

Goodwill 2,006.4 2,006.4

Intangible assets (Note 4) 682.9 695.4

Operating lease assets (Note 5) 1,577.6 1,591.9

Prepaid MTA equipment deployment costs (Note 16) — 363.2

Assets held for sale (Note 11) 211.1 214.3

Other assets 19.5 19.5

9 unchanged sentences

Short-term operating lease liabilities (Note 5) 185.6 180.9

Liabilities held for sale (Note 11) 21.4 24.1

Other current liabilities 17.6 18.0

1 unchanged sentence

Long-term debt, net (Note 8) 2,677.8 2,676.5

Deferred income tax liabilities, net 15.0 15.2

Asset retirement obligation (Note 6) 33.3 33.0

Operating lease liabilities (Note 5) 1,400.8 1,417.4

Liabilities held for sale (Note 11) 90.8 90.9

Other liabilities 41.9 42.0

16 unchanged sentences

Consolidated Statements of Operations

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except per share amounts) 2024 2023

9 unchanged sentences

Total expenses 394.5 385.6

Operating income (loss) 58.6 74.3 ( 369.4 ) 182.7

Operating income 14.0 10.2

Interest expense, net ( 41.4 ) ( 37.7 )

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

Loss before benefit (provision) for income taxes and equity in earnings of investee companies ( 27.4 ) ( 27.5 )

Benefit (provision) for income taxes 0.5 ( 0.4 )

Equity in earnings of investee companies, net of tax ( 0.2 ) ( 0.8 )

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

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

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss before allocation to non-controlling interests ( 27.1 ) ( 28.7 )

Net income attributable to non-controlling interests 0.1 0.2

Net loss attributable to OUTFRONT Media Inc.

$ ( 27.2 ) $ ( 28.9 )

Net income (loss) per common share:

Net loss per common share:

Basic $ ( 0.18 ) $ ( 0.19 )

5 unchanged sentences

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Nine Months Ended

September 30, September 30,

Consolidated Statements of Comprehensive Loss

Three Months Ended

(in millions) 2024 2023

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

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

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss before allocation to non-controlling interests $ ( 27.1 ) $ ( 28.7 )

Net income attributable to non-controlling interests 0.1 0.2

Net loss attributable to OUTFRONT Media Inc.

( 27.2 ) ( 28.9 )

1 unchanged sentence

Cumulative translation adjustments ( 3.1 ) 0.3

Net actuarial gain — 0.2 — 0.2

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

Total other comprehensive income (loss), net of tax ( 3.1 ) 0.3

Total comprehensive income (loss) $ 14.8 $ 33.5 $ ( 490.2 ) $ 80.2

Total comprehensive loss $ ( 30.3 ) $ ( 28.6 )

See accompanying notes to unaudited consolidated financial statements.

5 unchanged sentences

Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Total Equity

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

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

Other comprehensive loss — — — — — — ( 7.3 ) ( 7.3 ) — ( 7.3 )

Stock-based payments:

Amortization — — — — 8.6 — — 8.6 — 8.6

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 2.2 ) — ( 2.2 ) — ( 2.2 )

Dividends ($ 0.30 per share)

— — — — — ( 49.3 ) — ( 49.3 ) — ( 49.3 )

Other — — — — — — — — ( 0.2 ) ( 0.2 )

Balance as of

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

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 loss — — — — — — ( 2.2 ) ( 2.2 ) — ( 2.2 )

Stock-based payments:

Amortization — — — — 7.2 — — 7.2 — 7.2

Shares paid for tax withholding for stock-based payments — — — — ( 0.1 ) — — ( 0.1 ) — ( 0.1 )

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 2.2 ) — ( 2.2 ) — ( 2.2 )

Dividends ($ 0.30 per share)

— — — — — ( 49.7 ) — ( 49.7 ) — ( 49.7 )

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

OUTFRONT Media Inc.

Consolidated Statements of Equity (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Shares of Series A Preferred Stock Series A Preferred Stock ($ 0.01 per share par value)

Shares of Common Stock Common Stock ($ 0.01 per share par value)

Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Total Equity

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

Net income — — — — — 88.7 — 88.7 0.9 89.6

Other comprehensive loss — — — — — — ( 8.5 ) ( 8.5 ) — ( 8.5 )

Net income (loss) — — — — — ( 28.9 ) — ( 28.9 ) 0.2 ( 28.7 )

Other comprehensive income — — — — — — 0.3 0.3 — 0.3

Stock-based payments:

2 unchanged sentences

Shares paid for tax withholding for stock-based payments — — ( 0.6 ) — ( 12.3 ) — — ( 12.3 ) — ( 12.3 )

Class A equity interest redemptions — — 0.4 — 8.6 — — 8.6 ( 8.6 ) —

Series A Preferred Stock conversions ( 0.3 ) ( 266.8 ) 17.4 0.1 266.7 — — 266.8 — —

Series A Preferred Stock dividends ( 7 %)

4 unchanged sentences

Balance as of

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

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

Balance as of December 31, 2023 0.1 $ 119.8 165.1 $ 1.7 $ 2,432.2 $ ( 1,821.1 ) $ ( 5.8 ) $ 607.0 $ 3.3 $ 730.1

Net income (loss) — — — — — ( 27.2 ) — ( 27.2 ) 0.1 ( 27.1 )

Other comprehensive income — — — — — — 0.6 0.6 — 0.6

Other comprehensive loss — — — — — — ( 3.1 ) ( 3.1 ) — ( 3.1 )

Stock-based payments:

7 unchanged sentences

Other — — — — — — — — ( 0.2 ) ( 0.2 )

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

Balance as of

March 31, 2024 0.1 $ 119.8 165.9 $ 1.7 $ 2,431.9 $ ( 1,900.5 ) $ ( 8.9 ) $ 524.2 $ 3.2 $ 647.2

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2024 2023

Operating activities:

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss attributable to OUTFRONT Media Inc.

$ ( 27.2 ) $ ( 28.9 )

Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:

Adjustments to reconcile net loss to net cash flow provided by operating activities:

Net income attributable to non-controlling interests 0.1 0.2

Depreciation and amortization 36.1 41.9

Deferred tax benefit ( 0.3 ) ( 4.2 )

Deferred tax provision 1.0 1.0

Stock-based compensation 7.2 7.8

2 unchanged sentences

Net loss on dispositions 0.1 0.3

Impairment charges 511.4 —

Equity in earnings of investee companies, net of tax 0.2 0.8

4 unchanged sentences

Increase in prepaid MTA equipment deployment costs — ( 18.8 )

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

Increase in prepaid expenses and other current assets ( 2.0 ) ( 1.0 )

Decrease in accounts payable and accrued expenses ( 41.6 ) ( 70.9 )

1 unchanged sentence

Increase in deferred revenues 14.7 19.5

Decrease in income taxes ( 3.4 ) ( 0.2 )

Increase (decrease) in income taxes 1.2 ( 4.2 )

Decrease in assets and liabilities held for sale, net ( 0.5 ) —

Other, net ( 1.4 ) ( 1.1 )

5 unchanged sentences

Net proceeds from dispositions 5.4 0.1

Investment in investee companies — ( 0.3 )

Net cash flow used for investing activities

2 unchanged sentences

Proceeds from borrowings under short-term debt facilities 65.0 85.0

Repayments of borrowings under short-term debt facilities ( 10.0 ) —

Payments of deferred financing costs ( 0.1 ) —

1 unchanged sentence

Dividends ( 52.4 ) ( 52.0 )

Net cash flow used for financing activities

( 51.9 ) ( 165.6 )

Net cash flow provided by (used for) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

4.0 ( 343.3 )

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

3 unchanged sentences

Consolidated Statements of Cash Flows (Continued)

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2024 2023

19 unchanged sentences

Media reportable segment, and International.

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”).

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

Basis of Presentation and Use of Estimates

3 unchanged sentences

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of events such as the COVID-19 pandemic and the current heightened levels of inflation, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ materially from these estimates under different assumptions or conditions.

5 unchanged sentences

New Accounting Standards

Adoption of New Accounting Standards

In the first quarter of 2023, we adopted the Financial Accounting Standards Board’s (the “FASB”) guidance on the recognition and measurement of contract assets and contract liabilities acquired in a business combination.

At the acquisition date, the acquirer should account for the related revenue contracts as if it had originated the contracts.

The guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination.

We will implement this guidance when accounting for business combinations in the future.

Recent Pronouncements

In March 2020 and December 2022, the FASB issued guidance providing optional expedients and exceptions for accounting for contracts, hedging relationships and other transactions that reference to the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met.

The guidance is

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

effective for all entities as of March 12, 2020, through December 31, 2024.

This guidance did not have a significant impact on our accounting for our existing debt.

Early adoption is permitted.

We are currently evaluating the impact of this guidance on our consolidated financial statements.

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to rate reconciliation and income taxes paid information.

The guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

Retrospective application is permitted.

We are currently evaluating the impact of this guidance on our consolidated financial statements.

Property and Equipment, Net

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

(in millions) Estimated Useful Lives September 30,

(in millions) Estimated Useful Lives March 31,

2024 December 31,

8 unchanged sentences

Property and equipment, net $ 657.1 $ 657.8

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

By the end of the first half of 2023, our U.S.

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, 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.

Media Other Total

As of December 31, 2021 $ 2,054.0 $ 23.8 $ 2,077.8

Currency translation adjustments — ( 1.4 ) ( 1.4 )

As of December 31, 2022 $ 2,054.0 $ 22.4 $ 2,076.4

Currency translation adjustments — 0.1 0.1

Impairment ( 47.6 ) — ( 47.6 )

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

The estimated fair value of our U.S.

Transit and Other reporting unit exceeded its carrying value by 28 % as of December 31, 2022, based on our goodwill impairment assessment in the prior year.

As a result of the impairment analysis performed during the second quarter of 2023, we determined that the carrying value of our U.S.

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 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Depreciation expense was $ 18.5 million in the three months ended March 31, 2024, and $ 20.1 million in the three months ended March 31, 2023.

Intangible Assets

3 unchanged sentences

(in millions) Gross Accumulated Amortization Impairment Net

As of September 30, 2023:

As of March 31, 2024:

Permits and leasehold agreements $ 1,540.2 $ ( 907.7 ) $ — $ 632.5

5 unchanged sentences

Permits and leasehold agreements $ 1,535.5 $ ( 893.8 ) $ — $ 641.7

Franchise agreements 533.2 ( 418.6 ) — 114.6

Franchise agreements (a)

934.8 ( 426.4 ) ( 467.9 ) 40.5

Other intangible assets 19.5 ( 6.3 ) — 13.2

1 unchanged sentence

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

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.

Commitments and Contingencies ) and recorded impairments in the second, third and fourth quarters of 2023, as well as the first quarter of 2024, due to the long-term outlook of our U.S.

Transit and Other reporting unit.

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 $ 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.

In the three months ended March 31, 2024, we acquired 2 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 4.5 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 15.2 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

Amortization expense was $ 17.6 million in the three months ended March 31, 2024, and $ 21.8 million in the three months ended March 31, 2023.

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 $ 9.1 million in the first quarter of 2024, representing additional MTA equipment deployment cost spending during the quarter.

The following table presents our operating lease assets and liabilities:

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

(in millions, except years and percentages) March 31,

2024 December 31,

5 unchanged sentences

The components of our lease expenses were as follows:

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

3 unchanged sentences

Variable costs (a)

32.9 27.9 103.5 80.7

Cash paid for operating leases 107.1 107.4 358.0 332.1

Cash paid for operating leases (b)

Leased assets obtained in exchange for new operating lease liabilities 60.5 172.1

1 unchanged sentence

Description of Business and Basis of Presentation ).

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.

(b) Includes amounts related to Canada.

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

For each of the three months ended March 31, 2024 and 2023, sublease income related to office properties was immaterial.

We recorded rental income of $ 304.1 million for the three months ended March 31, 2024, and $ 298.4 million for the three months ended March 31, 2023, in Revenues on our Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Asset Retirement Obligation

7 unchanged sentences

Liabilities settled ( 0.5 )

As of September 30, 2023 $ 38.0

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Foreign currency translation adjustments ( 0.1 )

As of March 31, 2024 $ 33.3

Related Party Transactions

11 unchanged sentences

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 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.

As of March 31, 2024, operating lease assets related to the Billboard Agreement were $ 90.9 million , current operating lease liabilities related to the Billboard Agreement were $ 3.9 million and non-current operating lease liabilities related to the Billboard Agreement were $ 92.2 million , and are included in Operating lease assets, current Operating lease liabilities and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 2.8 million in the three months ended March 31, 2024 and $ 1.9 million in the three months ended March 31, 2023, and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease expenses related to the Billboard Agreement were $ 3.5 million in the three months ended March 31, 2024, and $ 2.3 million in the three months ended March 31, 2023, and recorded in Operating expenses on the Consolidated Statement of Operations.

Joint Ventures

We have a 50 % ownership interest in two active joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and two active joint ventures which 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 $ 10.1 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.

These investments totaled $ 7.8 million as of March 31, 2024, and $ 8.2 million as of December 31, 2023, and are included in Other assets on the Consolidated Statements of Financial Position.

In 2023, in connection with the Transaction, an equity investment was reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .) 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 each of the three months ended March 31, 2024 and 2023.

OUTFRONT Media Inc.

1 unchanged sentence

Debt, net, consists of the following:

(in millions, except percentages) September 30,

(in millions, except percentages) March 31,

2024 December 31,

4 unchanged sentences

Term loan, due 2026 599.0 598.9

Senior secured notes:

7.375 % senior secured notes, due 2031

Senior unsecured notes:

2 unchanged sentences

4.625 % senior unsecured notes, due 2030

Total senior unsecured notes 1,650.0 1,650.0

3 unchanged sentences

Weighted average cost of debt 5.7 % 5.7 %

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 interest rate on the term loan due in 2026 (the “Term Loan”) was 7.1 % per annum as of March 31, 2024.

As of March 31, 2024, a discount of $ 1.0 million on the Term Loan remains unamortized.

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

1 unchanged sentence

We also have a $ 500.0 million revolving credit facility, which matures in 2028 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

During the second quarter of 2023, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (together with Finance LLC, the “Borrowers”), and the other guarantors party thereto, entered into two amendments (the “Amendments”) to the Credit Agreement (as defined below).

The Amendments provide for (i) the replacement of the London Interbank Offered Rate with the Secured Overnight Financing Rate as the interest rate benchmark , (ii) the extension of the maturity date of the Revolving Credit Facility from its previous maturity date of November 18, 2024 to June 15, 2028, and (iii) an increase in the interest rate margins applicable to the Borrowers under the Revolving Credit Facility from a range of 1.25 % to 1.75 % to a range of 1.75 % to 2.25 %, in the case of Secured Overnight Financing Rate borrowings, based on the Borrowers’ leverage ratio.

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

As of March 31, 2024, 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 $ 0.5 million in the three months ended March 31, 2024, and $ 0.4 million in the three months ended March 31, 2023.

As of March 31, 2024, we had issued letters of credit totaling approximately $ 6.4 million against the letter of credit facility sublimit 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 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.

As of March 31, 2024, we had issued letters of credit totaling approximately $ 67.3 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 months ended March 31, 2024 and 2023.

Accounts Receivable Securitization Facility

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.

As of March 31, 2024, 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.

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 %.

As of March 31, 2024, there were $ 120.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.3 %.

As of March 31, 2024, borrowing capacity remaining under the AR Facility was $ 30.0 million based on approximately $ 294.1 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 $ 0.1 million for each of the three months ended March 31, 2024 and 2023.

Debt Covenants

Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

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

As of March 31, 2024, our Consolidated Total Leverage Ratio was 5.3 to 1.0 in accordance with the Credit Agreement.

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 March 31, 2024, our Consolidated Net Secured Leverage Ratio was 2.0 to 1.0 in accordance with the Credit Agreement.

As of March 31, 2024, we are in compliance with our debt covenants.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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 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.

As of March 31, 2024, we had deferred $ 25.9 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1;

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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 $ 2.5 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;

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.7 billion as of both March 31, 2024, and December 31, 2023.

The fair value of our debt as of both March 31, 2024, and December 31, 2023, is classified as Level 2.

As of March 31, 2024, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

165,880,873 shares were issued and outstanding;

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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 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

During the three months ended March 31, 2024, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock.

As of March 31, 2024, 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.

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 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 .

No shares were sold under the ATM Program during the three months ended March 31, 2024.

As of March 31, 2024, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

On May 2, 2024 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on June 28, 2024 , to stockholders of record at the close of business on June 7, 2024 .

The following table summarizes revenues by source:

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

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Total revenues $ 408.5 $ 395.8

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.

Rental income was $ 304.1 million in the three months ended March 31, 2024, and $ 298.4 million in the three months ended March 31, 2023, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

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We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2023, during the three months ended March 31, 2024.

Acquisitions and Dispositions

We completed several asset acquisitions for a total purchase price of approximately $ 6.0 million in the three months ended March 31, 2024, and $ 5.1 million in the three months ended March 31, 2023.

The value of the assets acquired during 2024 and 2023 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4.

Intangible Assets ).

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.

Long-Lived Assets ).

Canadian Business

On October 22, 2023, the Selling Subsidiaries entered into a Share Purchase Agreement with the Buyer, relating to the sale of 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, 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 purchase price is subject to (i) adjustments at and following the Closing for working capital, cash, indebtedness, capital expenditures and transaction expenses, 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 the first half of 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.

In connection with the Transaction, the assets of our outdoor advertising business in Canada has been classified as Assets held for sale on the Consolidated Statement of Financial Position.

It is required that we measure assets held for sale at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell.

The components of Assets held for sale and Liabilities held for sale were as follows:

(in millions) As of

December 31, 2023

Current assets:

Receivables, less allowances $ 22.0 $ 26.7

Other current assets 9.8 7.9

Current assets held for sale 31.8 34.6

Property and equipment, net 39.8 39.9

Goodwill 22.4 22.9

Intangible assets 51.9 53.0

Operating lease assets 85.2 85.9

Other assets 11.8 12.6

Total assets held for sale $ 242.9 $ 248.9

Current liabilities held for sale $ 21.4 $ 24.1

Deferred income tax liabilities, net 16.2 15.5

Asset retirement obligation 4.9 5.0

Operating lease liabilities 69.7 70.4

Total liabilities held for sale $ 112.2 $ 115.0

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stock-Based Compensation

Effective as of June 6, 2023, we amended and restated the OUTFRONT Media Inc.

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 nine months ended September 30, 2023 and 2022.

Three Months Ended Nine Months Ended

September 30, September 30,

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2024 and 2023.

Three Months Ended

(in millions) 2024 2023

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Stock-based compensation expense, net of tax $ 7.0 $ 7.4

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.

As of March 31, 2024, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 48.2 million, which is expected to be recognized over a weighted average period of 2.1 years.

RSUs and PRSUs

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

The following table summarizes activity for the three months ended March 31, 2024, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value

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PRSUs ( 176,427 ) 19.21

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Non-vested as of March 31, 2024 3,654,077 15.43

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 Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

Components of net periodic pension cost:

Service cost $ — $ 0.1 $ — $ 0.1

Interest cost $ 0.3 $ 0.6

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Net periodic pension cost $ ( 0.1 ) $ ( 0.1 )

In 2023, we do not expect to contribute to our defined benefit pension plans.

In the three months ended March 31, 2024, we contributed $ 0.2 million to our defined benefit pension plans.

In 2024, we expect to contribute approximately $ 0.2 million to our defined benefit pension plans.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S.

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

In the three months ended March 31, 2024 and 2023, 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Earnings Per Share (“EPS”)

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

Net income (loss) available for common stockholders $ 17.0 $ 40.8 $ ( 490.8 ) $ 88.7

Net loss available for common stockholders $ ( 27.2 ) $ ( 28.9 )

Distributions to holders of Series A Preferred Stock

2.2 2.2 6.6 9.8

Distributions to holders of Class A equity interests of a subsidiary

Net income (loss) available for common stockholders, basic and diluted $ 14.8 $ 38.6 $ ( 497.4 ) $ 78.8

Weighted average shares for basic EPS 165.0 164.0 164.9 160.0

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

0.2 0.6 — 0.7

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.

Net loss available for common stockholders, basic and diluted $ ( 29.4 ) $ ( 31.1 )

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

(a) The potential impact of 1.8 million granted RSUs and PRSUs in the three months ended March 31, 2024, and 1.4 million granted RSUs and PRSUs in the three months ended March 31, 2023, 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 months ended March 31, 2024 and 2023, were antidilutive.

Commitments and Contingencies

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We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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 ).

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

Intangible Assets ).

If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs.

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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 nine months ended September 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 three months ended March 31, 2024, and we do not expect to recoup any equipment deployment costs in the remainder of 2024.

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 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.

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.

Long-Lived Assets .)

During the three months ended March 31, 2024, we had no recoupment from incremental revenues.

As of March 31, 2024, 22,195 digital displays had been installed, composed of 5,118 digital advertising screens on subway and train platforms and entrances, 11,854 smaller-format digital advertising screens on rolling stock and 5,223 MTA communications displays.

In the three months ended March 31, 2024, 2,498 installations occurred.

OUTFRONT Media Inc.

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

Nine months ended September 30, 2023:

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

Three months ended March 31, 2024:

Other current assets $ 1.1 $ — $ — $ — $ — $ 1.1

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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 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.

As of March 31, 2024, the outstanding letters of credit were approximately $ 73.7 million and outstanding surety bonds were approximately $ 172.6 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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The following tables set forth our financial performance by segment.

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

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Total revenues $ 408.5 $ 395.8

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 Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

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

Net loss before allocation to non-controlling interests $ ( 27.1 ) $ ( 28.7 )

(Benefit) provision for income taxes ( 0.5 ) 0.4

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Interest expense, net 41.4 37.7

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

Operating income (loss) 58.6 74.3 ( 369.4 ) 182.7

Operating income 14.0 10.2

Net loss on dispositions 0.1 0.3

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Notes to Consolidated Financial Statements

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

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Corporate ( 23.4 ) ( 20.8 )

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

Total operating income $ 14.0 $ 10.2

Net loss on dispositions:

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Media $ 36.1 $ 38.5

Other 3.6 3.4 10.5 9.4

Total depreciation and amortization $ 36.1 $ 41.9

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Total capital expenditures $ 18.4 $ 22.6

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

(a) Impairment charges related to 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) September 30,

Intangible Assets ).

(in millions) March 31,

2024 December 31, 2023

Media $ 5,220.7 $ 5,297.2

Other 248.1 240.4

Corporate 37.5 26.0

Total assets $ 5,514.0 $ 5,582.9

(in millions) September 30,

(a) Includes amounts reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

(in millions) March 31,

2024 December 31, 2023

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United States $ 4,935.6 $ 4,962.6

Canada 201.4 195.8

Total assets $ 5,145.3 $ 5,176.9

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Subsequent Event

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

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”).

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;

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.

(b) Includes amounts reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

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