What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-07 compared with 2024-05-03 · 277 added, 200 removed, 436 unchanged (52% of the section changed)

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The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the sections entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024, and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements .

Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “25 largest markets in the U.S.,” “approximately 150 markets in the U.S.

and Canada” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s 2024 Designated Market Area rankings.

OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”) and Canada.

We currently manage our operations through two operating segments—U.S.

OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”).

We currently manage our operations through one operating segment, U.S.

Billboard and Transit, which is included in our U.S.

Media reportable segment, and International.

International does not meet the criteria to be a reportable segment and accordingly, is included in Other (see Note 17.

Segment Information to the Consolidated Financial Statements).

Media reportable segment.

Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other .

Historical operating results of our Canadian operations are included in Other (see Note 17.

Segment Information to the Consolidated Financial Statements) through the date of sale.

On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”).

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements.)

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S.

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In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, print production, creative services and post-campaign tracking and analytics.

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 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”).

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements.)

Economic Environment

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, heightened levels of inflation, pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), as described in this MD&A.

COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), as described in this MD&A.

These sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on one or more of our operating segments, especially our U.S.

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As a result of the current market-wide supply shortages and logistics disruptions, we have experienced delays and price increases with respect to certain of our digital displays, which may continue throughout 2024, and could have an adverse effect on our business, financial condition and results of operations.

Due to the current heightened levels of inflation and commodity prices in the U.S.

Due to the current levels of inflation and commodity prices in the U.S.

and abroad, which has resulted in rising interest rates, we have experienced increases with respect to some of our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense, which could have an adverse effect on our business, financial condition and results of operations.

Our billboard property lease expenses and transit franchise expenses have been less impacted by the current heightened levels of inflation due to the long-term nature of most of our operating leases and transit franchise agreements.

Our billboard property lease expenses and transit franchise expenses have been less impacted by the current levels of inflation due to the long-term nature of most of our operating leases and transit franchise agreements.

However, our transit franchise agreements that contain inflationary price adjustments may cause increases in our transit franchise expenses in the near-term.

Though the Company cannot reasonably estimate the full impact of the current heightened levels of inflation on our business, financial condition and results of operations at this time, a portion of these increases may be partially offset by increases in advertising rates on our displays and cost efficiencies.

Though the Company cannot reasonably estimate the full impact of the current levels of inflation on our business, financial condition and results of operations at this time, a portion of these increases may be partially offset by increases in advertising rates on our displays and cost efficiencies.

Business Environment

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However, we expect our annual equipment deployment cost spending with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will decline after our expected substantial completion of our initial deployment in 2024.

We built or converted 32 new digital billboard displays in the U.S.

and seven in Canada during the three months ended March 31, 2024.

Additionally, in the three months ended March 31, 2024, we entered into marketing arrangements to sell advertising on four third-party digital billboard displays in the U.S.

In the three months ended March 31, 2024, we built, converted or replaced 2,523 digital transit and other displays in the U.S.

During the six months ended June 30, 2024, we built or converted 46 new digital billboard displays in the U.S.

Additionally, in the six months ended June 30, 2024, we entered into marketing arrangements to sell advertising on 13 third-party digital billboard displays in the U.S.

In the six months ended June 30, 2024, we built, converted or replaced 4,316 digital transit and other displays in the U.S.

The following table sets forth information regarding our digital displays.

Digital Revenues (in millions)

for the Three Months Ended

March 31, 2024 (a)

for the Six Months Ended

June 30, 2024 (a)

Number of Digital Displays as of

March 31, 2024 (a)

June 30, 2024 (a)

Location Digital Billboard Digital Transit and Other Total Digital Revenues Digital Billboard Displays Digital Transit and Other Displays Total Digital Displays

United States $ 199.8 $ 74.7 $ 274.5 1,906 25,908 27,814

Canada 6.3 0.7 7.0 318 65 383

11.5 1.1 12.6 — — —

Total $ 211.3 $ 75.8 $ 287.1 1,906 25,908 27,814

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Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period.

(b) On June 7, 2024, we completed the sale of the Canadian Business in the Transaction.

Description of Business and Basis of Presentation and Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements.)

Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets.

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We have a diversified base of customers across various industries.

During the three months ended March 31, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 20%, 11% and 10% of our total U.S.

During the three months ended June 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 18%, 11% and 8% of our total U.S.

Media segment revenues, respectively.

During the three months ended March 31, 2023, our largest categories of advertisers were entertainment, health/medical and retail, each of which represented approximately 20%, 11% and 9% of our total U.S.

During the three months ended June 30, 2023, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 21%, 10% and 8% of our total U.S.

Media segment revenues, respectively.

During the six months ended June 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 19%, 11% and 9% of our total U.S.

Media segment revenues, respectively.

During the six months ended June 30, 2023, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 20%, 10% and 9% of our total U.S.

Media segment revenues, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets.

We generated approximately 42% of our U.S.

Media segment revenues from national advertising campaigns in the three months ended March 31, 2024, compared to approximately 41% in the same prior-year period.

Media segment revenues from national advertising campaigns in the three months ended June 30, 2024, compared to approximately 43% in the same prior-year period.

We generated approximately 40% of our U.S.

Media segment revenues from national advertising campaigns in the six months ended June 30, 2024, compared to approximately 42% in the same prior-year period.

Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities.

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We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

Revenues $ 477.3 $ 468.8 2 % $ 885.8 $ 864.6 2 %

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461.0 444.9 4 850.9 823.1 3

Operating income 14.0 10.2 37

Operating income (loss) 229.1 (438.2) * 243.1 (428.0) *

Adjusted OIBDA (b)

126.0 122.2 3 192.5 182.4 6

Adjusted OIBDA (b) margin

Net loss attributable to OUTFRONT Media Inc.

26 % 26 % 22 % 21 %

Net income (loss) attributable to OUTFRONT Media Inc.

176.8 (478.9) * 149.6 (507.8) *

Funds from operations (“FFO”) (b) attributable to OUTFRONT Media Inc.

83.8 (59.8) * 106.1 (42.7) *

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

(a) Organic revenues exclude revenues associated with the impact of foreign currency exchange rates (“non-organic revenues”).

84.8 78.0 9 108.0 86.8 24

* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with the impact of the Transaction and the impact of foreign currency exchange rates (“non-organic revenues”).

We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items.

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Organic revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

(b) See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income to Operating income before Depreciation , Amortization , Net loss on dispositions , Stock-based compensation and Impairment charges (“Adjusted OIBDA”) Net loss attributable to OUTFRONT Media Inc.

(b) See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income (loss) to Operating income (loss) before Depreciation , Amortization , Net (gain) loss on dispositions , Stock-based compensation and Impairment charges (“Adjusted OIBDA”) Net income (loss) attributable to OUTFRONT Media Inc.

to FFO attributable to OUTFRONT Media Inc.

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Revenues to the Consolidated Financial Statements.)

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

Billboard $ 373.4 $ 371.6 — % $ 702.2 $ 692.2 1 %

Transit and other

103.9 97.2 7 183.6 172.4 6

Total revenues $ 477.3 $ 468.8 2 $ 885.8 $ 864.6 2

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Transit and other

100.8 92.7 9 176.8 164.8 7

Total organic revenues (a)

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Non-organic revenues:

13.2 19.4 (32) 28.1 33.9 (17)

Transit and other

3.1 4.5 (31) 6.8 7.6 (11)

Total non-organic revenues

16.3 23.9 (32) 34.9 41.5 (16)

Total revenues $ 477.3 $ 468.8 2 $ 885.8 $ 864.6 2

* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with the impact of foreign currency exchange rates (“non-organic revenues”).

Total revenues increased by $12.7 million, or 3%, and organic revenues increased $12.6 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period.

In the three months ended March 31, 2023, non-organic revenues reflect the impact of foreign currency exchange rates.

Total billboard revenues increased $8.2 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Organic billboard revenues increased $8.1 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Total transit and other revenues increased $4.5 million, or 6%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Organic transit and other revenues increased $4.5 million, or 6%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Three Months Ended

(in millions, except percentages) 2024 2023 Change

(a) Organic revenues exclude revenues associated with the impact of the Transaction and the impact of foreign currency exchange rates (“non-organic revenues”).

Total revenues increased by $8.5 million, or 2%, and organic revenues increased $16.1 million, or 4%, in the three months ended June 30, 2024, compared to the same prior-year period.

Total revenues increased by $21.2 million, or 2%, and organic revenues increased $27.8 million, or 3%, in the six months ended June 30, 2024, compared to the same prior-year period.

In the three and six months ended June 30, 2024, non-organic revenues reflect the impact of the Transaction.

In the three and six months ended June 30, 2023, non-organic revenues reflect the impact of the Transaction and the impact of foreign currency exchange rates.

Total billboard revenues increased $1.8 million in the three months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by the impact of the Transaction.

Total billboard revenues increased $10.0 million, or 1%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by the impact of the Transaction and lower proceeds from condemnations.

Organic billboard revenues increased $8.0 million, or 2%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisition.

Organic billboard revenues increased $15.8 million, or 2%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Total transit and other revenues increased $6.7 million, or 7%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period and the impact of the Transaction.

Total transit and other revenues increased $11.2 million, or 6%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period and the impact of the Transaction.

Organic transit and other revenues increased $8.1 million, or 9%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Organic transit and other revenues increased $12.0 million, or 7%, in the six

months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

Operating $ 239.8 $ 245.9 (2) % $ 478.5 $ 481.4 (1) %

Selling, general and administrative 119.1 108.6 10 229.6 216.5 6

Net loss on dispositions 0.1 0.3 (67)

Net (gain) loss on dispositions (155.2) (0.1) * (155.1) 0.2 *

Impairment charges 8.8 511.4 (98) 17.9 511.4 (96)

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Operating Expenses

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

Operating expenses:

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Total operating expenses $ 239.8 $ 245.9 (2) $ 478.5 $ 481.4 (1)

Billboard property lease expenses represented 37% of billboard revenues in the three months ended March 31, 2024, and 38% in the three months ended March 31, 2023.

The decrease in billboard property lease expenses as a percentage of billboard revenues in the three months ended March 31, 2024, is primarily due to higher billboard revenues and the impact of new locations, including through acquisitions, and lower variable billboard property lease expenses (see Note 5.

Leases to the Consolidated Financial Statements), which includes an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease expenses (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements).

Transit franchise expenses represented 83% of transit display revenues in the three months ended March 31, 2024, and 89% in the three months ended March 31, 2023.

The decrease in transit franchise expenses, as a percentage of transit display revenues in the three months ended March 31, 2024, compared to the same prior year period, are primarily driven by the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the MTA.

We expect transit franchise expenses, as a percentage of transit display revenues, to continue to decline in 2024 compared to 2023

as a result of our expectation that revenues generated under the MTA Agreement (as defined below) in 2024 will grow at a compound annual growth rate above the inflation-adjusted guaranteed minimum annual payments to the MTA.

Billboard property lease and transit franchise expenses decreased $0.1 million in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to the net impact of new and lost transit franchise contracts and lower variable billboard property lease expenses, which includes an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease expenses (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements), partially offset by higher guaranteed minimum annual payments to the MTA and the impact of new locations, including through acquisitions.

Posting, maintenance and other expenses as a percentage of revenues were 14% in each of the three months ended March 31, 2024 and 2023.

Posting, maintenance and other expenses increased $3.3 million, or 6%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by lower materials costs driven by lower third-party equipment sales.

Billboard property lease expenses represented 33% of billboard revenues in the three months ended June 30, 2024, and 35% in the three months ended June 30, 2023.

The decrease in billboard property lease expenses as a percentage of billboard revenues in the three months ended June 30, 2024, is primarily due to lower variable billboard property lease costs driven by higher revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs, partially offset by the impact of new locations, including through acquisitions.

Billboard property lease expenses represented 35% of billboard revenues in the six months ended June 30, 2024, and 36% in the six months ended June 30, 2023.

The decrease in billboard property lease expenses as a percentage of billboard revenues in the six months ended June 30, 2024, is primarily due lower variable billboard property lease costs driven by higher revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Note 5.

Description of Business and Basis of Presentation to the Consolidated Financial Statements) and the impact of new locations, including through acquisitions.

Transit franchise expenses represented 64% of transit display revenues in the three months ended June 30, 2024, 70% in the three months ended June 30, 2023, 72% of transit display revenues in the six months ended June 30, 2024, and 78% in the six months ended June 30, 2023.

The decreases in transit franchise expenses, as a percentage of transit display revenues in the three and six months ended June 30, 2024, compared to the same prior-year periods, are primarily driven by MTA revenues growing at a faster pace than the inflationary increase to the guaranteed minimum annual payments to the MTA under the MTA Agreement (as defined below), partially offset by the net impact of new and lost transit franchise contracts.

We expect transit franchise expenses, as a percentage of transit display revenues, to decline in the remainder of 2024 compared to 2023, but remain above pre-COVID-19 pandemic levels, as a result of our expectation that revenues generated under the MTA Agreement in 2024 will grow at a compound annual growth rate above the inflation-adjusted guaranteed minimum annual payments to the MTA.

Billboard property lease and transit franchise expenses decreased $6.6 million, or 3%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily due to lower variable property lease expenses, the impact of the Transaction and the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the MTA and the impact of new locations, including through acquisitions.

Billboard property lease and transit franchise expenses decreased $6.7 million, or 2%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily due to lower variable property lease expenses, which includes an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease costs (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements), the impact of the Transaction and the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the MTA and the impact of new locations, including through acquisitions.

Posting, maintenance and other expenses as a percentage of revenues were 12% in each of the three months ended June 30, 2024 and 2023, and 13% in each of the six months ended June 30, 2024, and 2023.

Posting, maintenance and other expenses increased $0.5 million, or 1%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by the impact of the Transaction and lower materials costs driven by lower third-party equipment sales.

Posting, maintenance and other expenses increased $3.8 million, or 3%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by the impact of the Transaction and lower materials costs driven by lower third-party equipment sales.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses represented 27% of Revenues in each of the three months ended March 31, 2024 and 2023.

SG&A expenses increased $2.6 million, or 2%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to higher professional fees, as a result of a management consulting project, higher compensation-related expenses, including salaries and net of higher commissions, and higher rent related to new offices, partially offset by lower travel and entertainment expenses.

SG&A expenses represented 25% of Revenues in the three months ended June 30, 2024, 23% of Revenues in the three months ended June 30, 2023, 26% of Revenues in the six months ended June 30, 2024 and 25% of Revenues in the six months ended June 30, 2023.

SG&A expenses increased $10.5 million, or 10%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, including salaries and commissions, higher professional fees, as a result of a management consulting project, a higher provision for doubtful accounts and higher rent related to new offices.

SG&A expenses increased $13.1 million, or 6%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, including salaries and commissions, higher professional fees, as a result of a management consulting project, higher rent related to new offices and a higher provision for doubtful accounts.

We continue to evaluate methods to lower SG&A expense growth.

Net Loss on Dispositions

Net loss on dispositions decreased $0.2 million, or 67%, in the three months ended March 31, 2024, compared to the same prior-year period.

Net (Gain) Loss on Dispositions

Net gain on dispositions increased $155.1 million in the three months ended June 30, 2024, compared to the same prior-year period due primarily to the Transaction.

Net gain on dispositions was $155.1 million compared to a Net loss on dispositions of $0.2 million in the six months ended June 30, 2024, compared to the same prior-year period, due primarily to the impact of the Transaction.

Impairment Charges

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 three months ended March 31, 2024, representing additional MTA equipment deployment cost spending during the quarter.

Intangible Assets to the Consolidated Financial Statements.)

Depreciation decreased $1.6 million, or 8%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to property and equipment reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

As a result of negative aggregate cash flows related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group and recorded impairment charges of $8.8 million in the three months ended June 30, 2024, and $17.9 million in the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the periods.

In the three and six months ended June 30, 2023, we recorded impairment charges of $511.4 million, primarily representing a $443.1 million impairment charge related to our MTA asset group (see Note 4.

Intangible Assets to the Consolidated Financial Statements) and an impairment charge of $47.6 million representing the entire goodwill balance associated with our U.S.

Transit and Other reporting unit.

In addition, in the second quarter of 2023, we recorded an impairment charge of $0.3 million related to an other-than-temporary decline in fair value of a cost-method investment.

Depreciation decreased $1.3 million, or 7%, in the three months ended June 30, 2024, compared to the same prior-year period, and decreased $2.9 million, or 7%, in the six months ended June 30, 2024, compared to the same prior-year period, due primarily to the Transaction.

(See Note 11.

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Canadian Business .)

Amortization decreased $4.2 million, or 19%, in the three months ended March 31, 2024, compared to the same prior-year periods, due primarily to intangible assets reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

Amortization decreased $4.2 million, or 20%, in the three months ended June 30, 2024, and decreased $8.4 million, or 19%, in the six months ended June 30, 2024, compared to the same prior-year periods, due primarily to the Transaction.

(See Note 11.

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Interest Expense, Net

Interest expense, net, was $41.4 million (including $1.6 million of deferred financing costs) in the three months ended March 31, 2024, and $37.7 million (including $1.6 million of deferred financing costs) in the same prior-year period.

The increase was primarily due to higher interest rates and a higher average debt balance.

Benefit (Provision) for Income Taxes

Benefit for income taxes was $0.5 million in the three months ended March 31, 2024, compared to a Provision for income taxes of $0.4 million in the same prior-year period, due primarily to changes in taxable income for our U.S.

taxable REIT subsidiaries (“TRSs”) and our Canadian subsidiaries.

Net loss before allocation to non-controlling interests decreased $1.6 million, or 6%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by higher operating income and a benefit for income taxes in the three months ended March 31, 2024, compared to a provision for income taxes in the same prior year period, partially offset by higher interest expense.

Interest expense, net, was $41.1 million (including $1.5 million of deferred financing costs) in the three months ended June 30, 2024, and $39.7 million (including $1.8 million of deferred financing costs) in the same prior-year period.

Interest expense, net, was $82.5 million (including $3.1 million of deferred financing costs) in the six months ended June 30, 2024, and $77.4 million (including $3.4 million of deferred financing costs) in the same prior-year period.

The increases were primarily due to higher interest rates and a higher average debt balance.

Loss on Extinguishment of Debt

In the three and six months ended June 30, 2024, we recorded a loss on extinguishment of debt of $1.2 million, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan (as defined below), due to prepayments on the Term Loan.

Provision for Income Taxes

Provision for income taxes increased $10.7 million in the three months ended June 30, 2024, compared to the same prior-year period, due primarily to a gain on disposition related to the Transaction.

Provision for income taxes increased $9.8 million in the six months ended June 30, 2024, compared to the same prior-year period, due primarily to a gain on disposition related to the Transaction.

Net Income (Loss)

Net income before allocation to non-controlling interests was $177.0 million in the three months ended June 30, 2024, compared to a Net loss before allocation to non-controlling interests of $478.4 million in the same prior-year period, primarily driven by higher operating income, due primarily to a gain on disposition related to the Transaction and higher impairment charges incurred in 2023, partially offset by a higher provision for income taxes and higher interest expense.

Net income before allocation to non-controlling interests was $149.9 million in the six months ended June 30, 2024, compared a Net loss before allocation to non-controlling interests of $507.1 million in the same prior-year period, primarily driven by higher operating income, due primarily to a gain on disposition related to the Transaction and higher impairment charges incurred in 2023, partially offset by partially offset by a higher provision for income taxes and higher interest expense.

Reconciliation of Non-GAAP Financial Measures

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It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates.

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

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

attributable to OUTFRONT Media Inc.,” respectively.

We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”).

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

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

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

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

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In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

The following table reconciles Operating income to Adjusted OIBDA, and Net loss attributable to OUTFRONT Media Inc.

The following table reconciles Operating income (loss) to Adjusted OIBDA, and Net loss attributable to OUTFRONT Media Inc.

to FFO attributable to OUTFRONT Media Inc.

and AFFO attributable to OUTFRONT Media Inc.

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except percentages) 2024 2023 2024 2023

Total revenues $ 477.3 $ 468.8 $ 885.8 $ 864.6

Operating income $ 14.0 $ 10.2

Net loss on dispositions 0.1 0.3

Operating income (loss) $ 229.1 $ (438.2) $ 243.1 $ (428.0)

Net (gain) loss on dispositions (155.2) (0.1) (155.1) 0.2

Impairment charges 8.8 511.4 17.9 511.4

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Adjusted OIBDA margin 26 % 26 % 22 % 21 %

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

$ 176.8 $ (478.9) $ 149.6 $ (507.8)

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Amortization of direct lease acquisition costs 16.0 15.0 29.1 27.4

Net loss on disposition of real estate assets 0.1 0.3

Net (gain) loss on disposition of real estate assets (155.2) (0.1) (155.1) 0.2

Impairment charges (a)

6.4 371.1 13.1 371.1

Adjustment related to non-controlling interests (0.1) (0.1) (0.2) (0.2)

Income tax effect of adjustments (b)

10.5 — 10.5 —

FFO attributable to OUTFRONT Media Inc.

83.8 (59.8) 106.1 (42.7)

Non-cash portion of income taxes (0.5) (1.5) (1.1) (4.7)

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Other amortization 1.4 3.4 2.9 6.9

Impairment charges on non-real estate assets (a)

Impairment charges on non-real estate assets (a)(c)

2.4 140.3 4.8 140.3

Stock-based compensation 7.6 7.9 14.8 15.7

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Amortization of deferred financing costs

1.5 1.8 3.1 3.4

Loss on extinguishment of debt 1.2 — 1.2 —

AFFO attributable to OUTFRONT Media Inc.

$ 84.8 $ 78.0 $ 108.0 $ 86.8

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

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Intangible Assets to the Consolidated Financial Statements).

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

(c) In 2023, also includes an Impairment charge related to an other-than-temporary decline in fair value of a cost-method investment.

FFO attributable to OUTFRONT Media Inc.

increased $5.2 million, or 30%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to higher Adjusted OIBDA, partially offset by impairment charges on non-real estate assets and higher interest expense.

was $83.8 million in the three months ended June 30, 2024, compared to a deficit of $59.8 million in the same prior-year period, due primarily to lower impairment charges on non-real estate assets.

AFFO attributable to OUTFRONT Media Inc.

increased $14.4 million, or 164%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to higher Adjusted OIBDA, lower maintenance capital expenditures and lower cash paid for income taxes.

increased $6.8 million, or 9%, in the three months ended June 30, 2024, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and lower cash paid for income taxes.

FFO attributable to OUTFRONT Media Inc.

was $106.1 million in the six months ended June 30, 2024, compared to a deficit of $42.7 million in the same prior-year period, due primarily to lower impairment charges on non-real estate assets.

AFFO attributable to OUTFRONT Media Inc.

increased $21.2 million, or 24%, in the six months ended June 30, 2024, compared to the same prior-

year period, due primarily to higher Adjusted OIBDA, lower maintenance capital expenditures and lower cash paid for income taxes.

Segment Results of Operations

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Segment Information to the Consolidated Financial Statements.)

We currently manage our operations through two operating segments—U.S.

We currently manage our operations through one operating segment, U.S.

Billboard and Transit, which is included in our U.S.

Media reportable segment, and International.

International does not meet the criteria to be a reportable segment and accordingly, is included in Other .

Media reportable segment.

Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other .

Historical operating results of our Canadian operations are included in Other through the date of sale (see Note 17.

Segment Information to the Consolidated Financial Statements).

Our segment reporting therefore includes U.S.

Media and Other .

The following table presents our Revenues , Adjusted OIBDA and Operating income by segment in the three months ended March 31, 2024 and 2023.

Three Months Ended

The following table presents our Revenues , Adjusted OIBDA and Operating income (loss) by segment in the three and six months ended June 30, 2024 and 2023.

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2024 2023 2024 2023

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Total revenues $ 477.3 $ 468.8 $ 885.8 $ 864.6

Operating income $ 14.0 $ 10.2

Net loss on dispositions 0.1 0.3

Operating income (loss) $ 229.1 $ (438.2) $ 243.1 $ (428.0)

Net (gain) loss on dispositions (155.2) (0.1) (155.1) 0.2

Impairment charges 8.8 511.4 17.9 511.4

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Stock-based compensation (a)

7.6 7.9 14.8 15.7

Total Adjusted OIBDA $ 126.0 $ 122.2 $ 192.5 $ 182.4

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Corporate (23.7) (20.5) (47.1) (41.3)

Total operating income $ 14.0 $ 10.2

Total operating income (loss) $ 229.1 $ (438.2) $ 243.1 $ (428.0)

(a) Stock-based compensation is classified as Corporate expense.

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Billboard $ 313.9 $ 306.1 3 %

Transit and other 75.7 70.3 8

Total revenues $ 389.6 $ 376.4 4

Organic revenues:

Billboard $ 313.9 $ 306.1 3

Transit and other 75.7 70.3 8

Total organic revenues 389.6 376.4 4

Non-organic revenues:

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

Billboard $ 360.2 $ 352.2 2 % $ 674.1 $ 658.3 2 %

Transit and other 100.7 90.8 11 176.4 161.1 9

Total non-organic revenues — — *

Total revenues $ 460.9 $ 443.0 4 $ 850.5 $ 819.4 4

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Adjusted OIBDA margin 30 % 29 % 26 % 24 %

Operating income $ 36.5 $ 33.3 10

Net loss on dispositions 0.1 0.3 (67)

Operating income (loss) $ 95.9 $ (420.9) * $ 132.4 $ (387.6) *

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

Impairment charges 8.8 511.4 (98) 17.9 511.4 (96)

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Media segment revenues

19 % 18 % 19 % 18 %

Los Angeles metropolitan area revenues as a percentage of U.S.

Media segment revenues

14 % 16 % 14 % 15 %

* Calculation is not meaningful.

Media segment revenues increased $13.2 million, or 4%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to higher billboard revenues.

We generated approximately 38% in the three months ended March 31, 2024, and 41% in the three months ended March 31, 2023, of our U.S.

Media segment revenues increased $17.9 million, or 4%, in the three months ended June 30, 2024, compared to the same prior-year period, due primarily to higher transit and other revenues, as well as higher billboard revenues.

Media segment revenues increased $31.1 million, or 4%, in the six months ended June 30, 2024, compared to the same prior-year period, due primarily to higher transit and other revenues, as well as higher billboard revenues.

We generated approximately 42% in the three months ended June 30, 2024, 43% in the three months ended June 30, 2023, 40% in the six months ended June 30, 2024, and 42% in the six months ended June 30, 2023, of our U.S.

Media segment revenues from national advertising campaigns.

Billboard revenues in the U.S.

Media segment increased $7.8 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Organic billboard revenues in the U.S.

Media segment increased $7.8 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Media segment increased $8.0 million, or 2%, in the three months ended June 30, 2024, compared to the same prior-year period, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions.

Billboard revenues in the U.S.

Media segment increased $15.8 million, or 2%, in the six months ended June 30, 2024, compared to the same prior-year period, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Transit and other revenues in the U.S.

Media segment increased $5.4 million, or 8%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Organic transit and other revenues in the U.S.

Media segment increased $9.9 million, or 11%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Transit and other revenues in the U.S.

Media segment increased $15.3 million, or 9%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Operating expenses in the U.S.

Media segment increased $3.6 million, or 2%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by higher billboard revenues, higher guaranteed minimum annual payments to the MTA, higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease expenses (see Note 1.

Media segment decreased $1.9 million, or 1%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily driven by lower variable property lease expenses and the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the MTA, higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance

and utilities cost, driven by inflationary cost increases.

Operating expenses in the U.S.

Media segment increased $1.7 million in the six months ended June 30, 2024, compared to the same prior-year period, primarily driven by higher billboard revenues, higher guaranteed minimum annual payments to the MTA, higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease costs (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements) and the net impact of new and lost transit franchise contracts.

SG&A expenses in the U.S.

Media segment decreased $0.1 million in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by a lower provision for doubtful accounts and lower professional fees, partially offset by higher compensation-related expenses, higher rent related to new offices and higher insurance costs.

In the three months ended March 31, 2024, we recorded impairment charges of $9.1 million in the U.S.

Media segment, primarily related to impairment charges related to our MTA asset group and our U.S.

Transit and Other reporting unit (see Note 4.

Media segment increased $7.4 million, or 9%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily driven by higher compensation-related expenses, a higher provision for doubtful accounts, higher rent related to new offices and higher insurance costs, partially offset by lower professional fees.

SG&A expenses in the U.S.

Media segment increased $7.3 million, or 4%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily driven by higher compensation-related expenses, a higher provision for doubtful accounts and higher rent related to new offices, partially offset by lower professional fees.

In the three months ended June 30, 2024, we recorded impairment charges of $8.8 million and in the six months ended June 30, 2024, we recorded impairment charges of $17.9 million in the U.S.

Media segment, primarily related to impairment charges with respect to our MTA asset group and our U.S.

Transit and Other reporting unit.

In the three and six months ended June 30, 2023, we recorded impairment charges of $511.4 million in the U.S.

Media segment, primarily related to impairment charges with respect to our MTA asset group and our U.S.

Transit and Other reporting unit.

Intangible Assets to the Consolidated Financial Statements.)

Media segment Adjusted OIBDA increased $9.7 million, or 13%, in the three months ended March 31, 2024, compared to the same prior-year period.

Adjusted OIBDA margin was 21% in the three months ended March 31, 2024, and 19% in the three months ended March 31, 2023.

The increase in Adjusted OIBDA margin was due primarily to a higher increase in Adjusted OIBDA, driven primarily by an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease expenses (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements), compared to a lower increase in revenues.

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Media segment Adjusted OIBDA increased $12.4 million, or 10%, in the three months ended June 30, 2024, and increased $22.1 million, or 11%, in the six months ended June 30, 2024, compared to the same prior-year period.

Adjusted OIBDA margin was 30% in the three months ended June 30, 2024, 29% in the three months ended June 30, 2023, 26% in the six months ended June 30, 2024, and 24% in the six months ended June 30, 2023.

The increases in Adjusted OIBDA margin were due primarily to a higher increases in Adjusted OIBDA compared to lower increases in revenues.

The increase for the six months ended June 30, 2024, was also driven by an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease costs (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements).

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

$ 13.2 $ 19.4 (32) % $ 28.1 $ 33.9 (17) %

Transit and other

3.2 6.4 (50) 7.2 11.3 (36)

Total revenues $ 16.4 $ 25.8 (36) $ 35.3 $ 45.2 (22)

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Transit and other

0.1 1.9 (95) 0.4 3.7 (89)

Total organic revenues (a)

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Non-organic revenues:

13.2 19.4 (32) 28.1 33.9 (17)

Transit and other

3.1 4.5 (31) 6.8 7.6 (11)

Total non-organic revenues

16.3 23.9 (32) 34.9 41.5 (16)

Total revenues 16.4 25.8 (36) 35.3 45.2 (22)

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Adjusted OIBDA margin 10 % 26 % 7 % 17 %

Operating income (loss) $ 0.9 $ (2.3) (139)

Operating income $ 156.9 $ 3.2 * $ 157.8 $ 0.9 *

Net gain on dispositions (155.3) — * (155.3) — *

Depreciation and amortization — 3.5 * — 6.9 *

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* Calculation is not meaningful.

(a) Organic revenues exclude the impact of foreign currency exchange rates (“non-organic revenues”).

Total Other revenues decreased $0.5 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by a decline in third-party digital equipment sales, partially offset by an increase in average revenue per display (yield).

In the three months ended March 31, 2023, non-organic revenues reflect the impact of foreign currency exchange rates.

Organic Other revenues decreased $0.6 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by a decline in third-party digital equipment sales, partially offset by an increase in average revenue per display (yield).

Other operating expenses decreased $0.4 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by lower costs related to third-party digital equipment sales, partially offset by higher expenses in Canada.

Other SG&A expenses increased $0.1 million, or 2%, in the three months ended March 31, 2024, compared to the same prior-year periods, primarily driven by higher expenses in Canada.

Other Adjusted OIBDA decreased $0.2 million, or 18%, in the three months ended March 31, 2024, compared to the same prior-year periods, due primarily to a decline in third-party digital equipment sales.

(a) Organic revenues exclude the impact of the Transaction and the impact of foreign currency exchange rates (“non-organic revenues”).

Total Other revenues decreased $9.4 million, or 36%, in the three months ended June 30, 2024, compared to the same prior-year period, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales, partially offset by an increase in average revenue per display (yield).

Total Other revenues decreased $9.9 million, or 22%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales, partially offset by an increase in average revenue per display (yield).

In the three and six months ended June 30, 2024, non-organic revenues reflect the impact of the Transaction.

In the three and six months ended June 30, 2023, non-organic revenues reflect the impact of the Transaction and the impact of foreign currency exchange rates.

Organic Other revenues decreased $1.8 million, or 95%, in the three months ended June 30, 2024, and decreased $3.3 million, or 89%, in the six months ended June 30, 2024, compared to the same prior-year periods, primarily driven by a decline in third-party digital equipment sales.

Other operating expenses decreased $4.2 million, or 31%, in the three months ended June 30, 2024, and decreased $4.6 million, or 17%, in the six months ended June 30, 2024, compared to the same prior-year periods, primarily driven by the impact of the Transaction and lower costs related to third-party digital equipment sales.

Other SG&A expenses decreased $0.1 million, or 2%, in the three months ended June 30, 2024, and was comparable in the six months ended June 30, 2024, compared to the same prior-year periods, primarily driven by the impact of the Transaction.

Other Adjusted OIBDA decreased $5.1 million, or 76%, in the three months ended June 30, 2024, and decreased $5.3 million, or 68%, in the six months ended June 30, 2024, compared to the same prior-year periods, due primarily to the impact of the Transaction and a decline in third-party digital equipment sales.

Corporate expenses primarily include expenses associated with employees who provide centralized services.

Corporate expenses, excluding stock-based compensation, were $16.2 million in the three months ended March 31, 2024, compared to $13.0 million in the same prior-year period.

Corporate expenses increased $3.2 million, or 25%, primarily due to higher

professional fees as a result of a management consulting project and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

Corporate expenses, excluding stock-based compensation, increased $3.5 million, or 28%, in the three months ended June 30, 2024, compared to the same prior-year period, and increased $6.7 million, or 26%, in the six months ended June 30, 2024, compared to the same prior-year period.

The increases were primarily due to higher professional fees, as a result of a management consulting project, and higher compensation-related expenses.

Liquidity and Capital Resources

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2024 December 31, 2023 % Change

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Working capital $ (171.5) $ (195.4) (12)

* Calculation is not meaningful.

We continually project anticipated cash requirements for our operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs.

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Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility (as defined below), the AR Facility (as defined below) or other credit facilities that we may establish, to the extent available.

In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology.

Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions could be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.

In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology, directly or in connection with joint ventures (including buy/sell arrangements with joint venture partners).

Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions and transaction-related expenses will be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.

Our long-term cash needs include principal payments on outstanding indebtedness and commitments related to operating leases and franchise and other agreements, including any related guaranteed minimum annual payments, and equipment deployment costs.

Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility or other credit facilities that we may establish, to the extent available.

Although we have taken several actions to date to preserve our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the current heightened levels of inflation

and related economic environment if cash on hand and operating cash flows decrease in 2024, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

Although we have taken several actions to date to enhance our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the current levels of inflation and related economic environment if cash on hand and operating cash flows decrease in 2024, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

(See the “Overview” section of this MD&A.)

Working capital was a deficit of $262.8 million as of March 31, 2024, compared to a deficit of $195.4 million as of December 31, 2023, primarily driven by increased borrowings under the AR Facility and lower receivables, partially offset by lower accrued lease and franchise costs, as well as by lower bonus accruals.

Working capital was a deficit of $171.5 million as of June 30, 2024, compared to a deficit of $195.4 million as of December 31, 2023, primarily driven by lower receivables and the impact of the Transaction, partially offset by decreased borrowings under the AR Facility and lower accrued lease and franchise costs, as well as by lower bonus accruals.

Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA (as amended, the “MTA Agreement”):

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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 three months ended March 31, 2024.

We did not recoup any equipment deployment costs in the six months ended June 30, 2024.

In addition, we currently do not expect to recoup any equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement.

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We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years.

However, given the current heightened levels of inflation and related economic environment, we cannot reasonably estimate the aggregate financing amount, if any, at this time.

As of March 31, 2024, we have issued surety bonds in favor of the

MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

However, given the current levels of inflation and related economic environment, we cannot reasonably estimate the aggregate financing amount, if any, at this time.

As of June 30, 2024, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

As indicated in the table below, we incurred $9.1 million related to MTA equipment deployment costs in the three months ended March 31, 2024 (which includes equipment deployment costs related to future deployments), for a total of $588.7 million to date, of which $33.9 million had been recouped from incremental revenues to date.

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.

MTA performance during the first quarter of 2024 was in line with the expectations and assumptions included in our year-end 2023 model.

We continue to expect to be cash flow neutral at some point during 2024.

As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, as of March 31, 2024, 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.

As indicated in the table below, we incurred $17.9 million related to MTA equipment deployment costs in the six months ended June 30, 2024 (which includes equipment deployment costs related to future deployments), for a total of $597.5 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of June 30, 2024, 23,971 digital displays had been installed, composed of 5,004 digital advertising screens on subway and train platforms and entrances, 13,430 smaller-format digital advertising screens on rolling stock and 5,537 MTA communications displays.

In the three months ended June 30, 2024, 1,776 installations occurred, for a total of 4,274 installations in the six months ended June 30, 2024.

MTA performance during the six months ended June 30, 2024 was slightly better than the expectations and assumptions included in our year-end 2023 model and our current long-term assumptions continue to be in line with our year-end 2023 model.

As a result of negative aggregate cash flows during 2024, we performed quarterly impairment analyses on the MTA asset group and recorded impairment charges of $17.9 million in the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the period.

(See the “Critical Accounting Policies” section of this MD&A and Note 4.

Intangible Assets to the Consolidated Financial Statements.)

Intangible Assets to the Consolidated Financial Statements.) We currently expect to be cash flow neutral on an undiscounted basis from the third quarter of 2024 through to the end of the Amended Term of the MTA Agreement.

If our MTA performance continues to be in line with, or better than, our current model, we would not expect to incur additional impairment charges on our MTA equipment deployment cost spending.

There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in additional impairment charges in the future.

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

Three months ended March 31, 2024:

Six months ended June 30, 2024:

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

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Total $ 426.8 $ 43.7 $ (0.1) $ (469.3) $ — $ 1.1

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.

On August 6, 2024, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock, payable on September 27, 2024, to stockholders of record at the close of business on September 6, 2024.

Debt, net, consists of the following:

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2024 December 31,

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Total $ 3,242.6 $ 152.5 $ 674.2 $ 837.6 $ 1,578.3

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 interest rate on the term loan due in 2026 (the “Term Loan”) was 7.1% per annum as of June 30, 2024.

As of June 30, 2024, a discount of $0.6 million on the Term Loan remains unamortized.

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

In June 2024, we prepaid $200.0 million of the outstanding principal balance on the Term Loan.

In the three and six months ended June 30, 2024, we recorded a Loss on extinguishment of debt of $1.2 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan.

Revolving Credit Facility

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”).

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.

As of June 30, 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 June 30, 2024, $0.4 million in the three months ended June 30, 2023, $1.0 million in the six months ended June 30, 2024, and $0.8 million in the six months ended June 30, 2023.

As of June 30, 2024, we had issued letters of credit totaling approximately $6.3 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

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.

As of June 30, 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 and six months ended June 30, 2024 and 2023.

Accounts Receivable Securitization Facility

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 U.S.

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”).

As of June 30, 2024, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.

On June 14, 2024, we entered into an amendment to the agreements governing the AR Facility, pursuant to which we (i) extended the term of the AR Facility so that it now terminates on June 14, 2027, unless further extended;

and (ii) modified the upfront fee and modified the program fee so that the program fee may increase or decrease based on the Company’s Consolidated Net Secured Leverage Ratio (as defined and described below).

The amendment to the agreements governing the AR Facility do not change how we account for the AR Facility as a collateralized financing activity.

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”).

The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”).

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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 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.

As of June 30, 2024, there were $30.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.6%.

As of June 30, 2024, borrowing capacity remaining under the AR Facility was $120.0 million based on approximately $314.6 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 six months ended June 30, 2024 and 2023, and was immaterial for each of the three months ended June 30, 2024 and 2023.

In July and August 2024, we made repayments totaling $30.0 million under the AR Facility.

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

As of June 30, 2024, our Consolidated Total Leverage Ratio was 5.0 to 1.0, as adjusted to give pro forma effect to the Transaction, 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.

As of June 30, 2024, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

As of June 30, 2024, we are in compliance with our debt covenants.

Deferred Financing Costs

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.

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 notes.

As of June 30, 2024, we had deferred $23.8 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior 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 notes.

At-the-Market Equity Offering Program

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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 three months ended March 31, 2024.

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

No shares were sold under the ATM Program during the six months ended June 30, 2024.

As of June 30, 2024, we had approximately $232.5 million of capacity remaining under the ATM Program.

Series A Preferred Stock Issuance

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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.

The following table presents our cash flows in the three months ended March 31, 2024 and 2023.

Three Months Ended

The following table presents our cash flows in the six months ended June 30, 2024 and 2023.

Six Months Ended

(in millions, except percentages) 2024 2023 Change

Net cash flow provided by operating activities $ 101.6 $ 87.7 16 %

Net cash flow used for investing activities (19.0) (27.7) (31) %

Net cash flow provided by (used for) financing activities (4.9) 20.7 (124)

Net cash flow provided by (used for) investing activities 259.5 (71.5) *

Net cash flow used for financing activities (347.1) (14.7) *

Effect of exchange rate changes on cash and cash equivalents (0.4) 0.3 *

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* Calculation is not meaningful.

Cash provided by operating activities increased $21.2 million in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to a smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024, and a decrease in prepaid MTA equipment deployment costs, partially offset by the timing of receivables and lower net income in 2024 compared to 2023, due to increased operating and SG&A expenses, and higher interest expense.

In the three months ended March 31, 2024, we paid net cash of $8.8 million related to MTA

equipment deployment costs and installed 2,498 digital displays.

In the three months ended March 31, 2023, we paid net cash of $18.8 million related to MTA equipment deployment costs and installed 1,047 digital displays.

Cash used for investing activities decreased $8.7 million, or 31%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to higher cash received from dispositions and lower cash paid for capital expenditures, partially offset by higher cash paid for acquisitions.

The following table presents our capital expenditures in the three months ended March 31, 2024 and 2023.

Three Months Ended

Cash provided by operating activities increased $13.9 million, or 16%, in the six months ended June 30, 2024, compared to the same prior-year period, due primarily to a smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024, and a decrease in prepaid MTA equipment deployment costs, partially offset by the timing of receivables and lower net income in 2024 compared to 2023, due to increased SG&A expenses and higher interest expense.

In the six months ended June 30, 2024, we paid net cash of $18.4 million related to MTA equipment deployment costs and installed 4,274 digital displays.

In the six months ended June 30, 2023, we paid net cash of $21.3 million related to MTA equipment deployment costs and installed 2,605 digital displays.

Cash provided by investing activities was $259.5 million in the six months ended June 30, 2024, compared to Cash used for investing activities of $71.5 million in the same prior-year period, due primarily to cash received from the Transaction and lower cash paid for acquisitions and capital expenditures.

We expect Cash provided by investing activities to be impacted slightly in the third quarter of 2024 by a use of cash as a result of the exercise of a buy/sell arrangement by one of our joint venture partners.

The following table presents our capital expenditures in the six months ended June 30, 2024 and 2023.

Six Months Ended

(in millions, except percentages) 2024 2023 Change

Growth $ 29.9 $ 28.4 5 %

12.4 16.5 (25)

Total capital expenditures $ 42.3 $ 44.9 (6)

Capital expenditures decreased $4.2 million, or 19%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to lower spending on software and technology, and vehicles, and decreased growth in digital displays, partially offset by higher spending on safety-related projects and higher spending related to the renovation of certain office facilities.

For the full year of 2024, we expect our capital expenditures to be approximately $75.0 million, which will be used primarily for growth in digital displays, safety-related projects, software and technology, maintenance and the renovation of certain office facilities.

Capital expenditures decreased $2.6 million, or 6%, in the six months ended June 30, 2024, compared to the same prior-year period, primarily due to lower spending on software and technology, and lower spending related to the renovation of certain office facilities, partially offset by increased growth in digital displays, increased maintenance spending for billboard display upgrades, and higher spending on safety-related projects.

For the full year of 2024, we expect our capital expenditures to be approximately $75.0 million to $85.0 million, which will be used primarily for growth in digital displays, safety-related projects, software and technology, maintenance and the renovation of certain office facilities.

This estimate does not include equipment deployment costs that will be incurred in connection with the MTA Agreement (as described above).

Cash used for financing activities was $4.9 million for the three months ended March 31, 2024 compared to Cash provided by financing activities of $20.7 million in the same prior-year period.

In the three months ended March 31, 2024, we paid total cash dividends of $52.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees and drew net borrowings on the AR Facility of $55.0 million.

In the three months ended March 31, 2023, we drew $85.0 million of net borrowings on the AR Facility and paid total cash dividends of $52.0 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.

Cash paid for income taxes was $0.1 million in the three months ended March 31, 2024 and $3.6 million in the three months ended March 31, 2023.

Cash used for financing activities increased by $332.4 million in the six months ended June 30, 2024 compared to the same prior-year period.

In the six months ended June 30, 2024, we prepaid $200.0 million on the outstanding balance of the Term Loan, made net repayments on the AR Facility of $35.0 million and paid total cash dividends of $104.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.

In the six months ended June 30, 2023, we drew $105.0 million of net borrowings on the AR Facility and paid total cash dividends of $103.7 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.

Cash paid for income taxes was $1.2 million in the six months ended June 30, 2024, compared to $5.5 million in the six months ended June 30, 2023.

The decrease was due primarily to tax refunds received by our U.S.

TRSs and the timing of Canadian estimated payments.

We expect cash paid for income taxes to increase in the third quarter of 2024 as a result of income tax payments related to the Transaction.

Off-Balance Sheet Arrangements

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• Dependence on our management team and other key employees;

• Diverse risks in our Canadian business, including risks related to the sale of our Canadian business;

• Experiencing a cybersecurity incident;

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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 2. Management’s Discussion and Analysis