UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from	to

Commission File Number: 001-36367

OUTFRONT Media Inc.

(Exact name of registrant as specified in its charter)

Maryland		46-4494703
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
405 Lexington Avenue, 17th Floor
New York,	NY	10174
(Address of principal executive offices)		(Zip Code)

(212) 297-6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01, par value	OUT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As of August 5, 2020, the number of shares outstanding of the registrant’s common stock was 144,410,337.

OUTFRONT MEDIA INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2020

TABLE OF CONTENTS

PART I	3
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Financial Position as of June 30, 2020, and December 31, 2019	3
Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019	4
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019	5
Consolidated Statements of Equity for the three and six months ended June 30, 2020 and 2019	6
Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019	8
Notes to Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosures About Market Risk	50
Item 4. Controls and Procedures	51
PART II	53
Item 1. Legal Proceedings	53
Item 1A. Risk Factors	53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3. Defaults Upon Senior Securities	53
Item 4. Mine Safety Disclosures	53
Item 5. Other Information	53
Item 6. Exhibits	53
SIGNATURES	56

PART I

Item 1. Financial Statements.

OUTFRONT Media Inc.

Consolidated Statements of Financial Position

(Unaudited)

	As of
(in millions)	June 30, 2020		December 31, 2019
Assets:
Current assets:
Cash and cash equivalents	$	647.8	$	59.1
Restricted cash	1.8		1.8
Receivables, less allowance ($20.5 in 2020 and $12.1 in 2019)	200.0		290.0
Prepaid lease and franchise costs	6.6		8.6
Prepaid MTA equipment deployment costs (Notes 5 and 18)	4.1		55.4
Other prepaid expenses	15.0		15.8
Other current assets	12.4		5.1
Total current assets	887.7		435.8
Property and equipment, net (Note 4)	657.8		666.2
Goodwill	2,082.1		2,083.1
Intangible assets (Note 5)	559.3		550.9
Operating lease assets (Note 6)	1,452.3		1,457.0
Prepaid MTA equipment deployment costs (Notes 5 and 18)	195.7		116.1
Other assets	52.2		73.2
Total assets	$	5,887.1	$	5,382.3
Liabilities:
Current liabilities:
Accounts payable	$	45.8	$	67.9
Accrued compensation	25.6		56.1
Accrued interest	27.0		26.4
Accrued lease and franchise costs	48.2		55.3
Other accrued expenses	34.3		34.2
Deferred revenues	38.3		29.0
Short-term debt (Note 9)	80.0		195.0
Short-term operating lease liabilities (Note 6)	182.2		168.3
Other current liabilities	26.3		17.8
Total current liabilities	507.7		650.0
Long-term debt, net (Note 9)	2,618.4		2,222.1
Deferred income tax liabilities, net	14.2		18.0
Asset retirement obligation (Note 7)	35.2		35.1
Operating lease liabilities (Note 6)	1,274.2		1,285.1
Other liabilities	50.7		45.6
Total liabilities	4,500.4		4,255.9
Commitments and contingencies (Note 18)
Preferred stock (2020 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and
outstanding; 2019 - 50.0 shares authorized, and no shares issued and outstanding) (Note 10)	383.4		—
Stockholders’ equity (Note 10):
Common stock (2020 - 450.0 shares authorized, and 144.4 shares issued
and outstanding; 2019 - 450.0 shares authorized, and 143.6 issued and outstanding)	1.4		1.4
Additional paid-in capital	2,078.8		2,074.7
Distribution in excess of earnings	(1,077.2)		(964.6)
Accumulated other comprehensive loss	(26.9)		(17.7)
Total stockholders’ equity	976.1		1,093.8
Non-controlling interests	27.2		32.6
Total equity	1,386.7		1,126.4
Total liabilities and equity	$	5,887.1	$	5,382.3

See accompanying notes to unaudited consolidated financial statements.

3

OUTFRONT Media Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions, except per share amounts)	2020		2019		2020		2019
Revenues:
Billboard	$	188.5	$	305.8	$	459.4	$	556.8
Transit and other	44.4		154.1		158.8		274.8
Total revenues	232.9		459.9		618.2		831.6
Expenses:
Operating	154.0		240.3		378.8		457.2
Selling, general and administrative	62.4		81.5		141.9		154.8
Restructuring charges	4.7		—		4.7		0.3
Net (gain) loss on dispositions	(5.2)		0.4		(5.3)		(1.1)
Depreciation	21.2		21.4		42.2		42.5
Amortization	21.7		27.6		48.0		52.3
Total expenses	258.8		371.2		610.3		706.0
Operating income (loss)	(25.9)		88.7		7.9		125.6
Interest expense, net	(33.3)		(33.9)		(63.1)		(66.6)
Other income, net	—		—		0.2		0.1
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(59.2)		54.8		(55.0)		59.1
Benefit (provision) for income taxes	1.5		(6.2)		3.2		(5.2)
Equity in earnings of investee companies, net of tax	(0.3)		1.7		0.1		2.5
Net income (loss) before allocation to non-controlling interests	(58.0)		50.3		(51.7)		56.4
Net income (loss) attributable to non-controlling interests	(0.1)		—		0.1		—
Net income (loss) attributable to OUTFRONT Media Inc.	$	(57.9)	$	50.3	$	(51.8)	$	56.4
Net income (loss) per common share:
Basic	$	(0.44)	$	0.35	$	(0.40)	$	0.39
Diluted	$	(0.44)	$	0.35	$	(0.40)	$	0.39
Weighted average shares outstanding:
Basic	144.4		142.3		144.1		141.5
Diluted	144.4		142.9		144.1		142.0

See accompanying notes to unaudited consolidated financial statements.

4

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2020		2019		2020		2019
Net income (loss) before allocation to non-controlling interests	$	(58.0)	$	50.3	$	(51.7)	$	56.4
Net income (loss) attributable to non-controlling interests	(0.1)		—		0.1		—
Net income (loss) attributable to OUTFRONT Media Inc.	(57.9)		50.3		(51.8)		56.4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	4.4		4.6		(6.1)		7.2
Net actuarial gain (loss)	(0.2)		(0.1)		0.5		(0.1)
Change in fair value of interest rate swap agreements	0.7		(2.0)		(3.6)		(2.8)
Total other comprehensive income (loss), net of tax	4.9		2.5		(9.2)		4.3
Total comprehensive income (loss)	$	(53.0)	$	52.8	$	(61.0)	$	60.7

See accompanying notes to unaudited consolidated financial statements.

5

OUTFRONT Media Inc.

Consolidated Statements of Equity

(Unaudited)

				Stockholders’ Equity
(in millions, except per share amounts)	Shares of Series A Preferred Stock	Series A Preferred Stock ($0.01 per share par value)		Shares of Common Stock	Common Stock ($0.01 per share par value)		Additional Paid-In Capital		Distribution in Excess of Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Non-Controlling Interests		Total Equity
Balance as of March 31, 2019				141.6	$	1.4	$	2,012.0	$	(941.9)	$	(20.2)	$	1,051.3	$	40.6	$	1,091.9
Net income				—	—		—		50.3		—		50.3		—		50.3
Other comprehensive income				—	—		—		—		2.5		2.5		—		2.5
Stock-based payments:
Amortization				—	—		5.5		—		—		5.5		—		5.5
Class A equity interest redemptions				0.3	—		6.1		—		—		6.1		(6.1)		—
Shares issued under the ATM Program				1.4	—		34.3		—		—		34.3		—		34.3
Dividends ($0.36 per share)				—	—		—		(52.3)		—		(52.3)		—		(52.3)
Other				—	—		—		—		—		—		2.7		2.7
Balance as of June 30, 2019				143.3	$	1.4	$	2,057.9	$	(943.9)	$	(17.7)	$	1,097.7	$	37.2	$	1,134.9
Balance as of March 31, 2020	—	$	—	144.4	$	1.4	$	2,072.8	$	(1,013.8)	$	(31.8)	$	1,028.6	$	28.4	$	1,057.0
Net loss	—	—		—	—		—		(57.9)		—		(57.9)		(0.1)		(58.0)
Other comprehensive income	—	—		—	—		—		—		4.9		4.9		—		4.9
Stock-based payments:
Amortization	—	—		—	—		6.1		—		—		6.1		—		6.1
Shares paid for tax withholding for stock-based payments	—	—		—	—		(0.1)		—		—		(0.1)		—		(0.1)
New share issues	0.4	383.4		—	—		—		—		—		—		—		383.4
Series A Preferred Stock dividends (7%)	—	—		—	—		—		(5.5)		—		(5.5)		—		(5.5)
Other	—	—		—	—		—		—		—		—		(1.1)		(1.1)
Balance as of June 30, 2020	0.4	$	383.4	144.4	$	1.4	$	2,078.8	$	(1,077.2)	$	(26.9)	$	976.1	$	27.2	$	1,386.7

6

OUTFRONT Media Inc.

Consolidated Statements of Equity (Continued)

(Unaudited)

	Stockholders’ Equity
(in millions, except per share amounts)	Shares of Common Stock	Common Stock ($0.01 per share par value)		Additional Paid-In Capital		Distribution in Excess of Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Non-Controlling Interests		Total Equity
Balance as of December 31, 2018	140.2	$	1.4	$	1,995.0	$	(871.6)	$	(22.0)	$	1,102.8	$	42.5	$	1,145.3
Cumulative effect of a new accounting standard	—	—		—		(24.8)		—		(24.8)		—		(24.8)
Net income	—	—		—		56.4		—		56.4		—		56.4
Other comprehensive income	—	—		—		—		4.3		4.3		—		4.3
Stock-based payments:
Vested	0.9	—		—		—		—		—		—		—
Amortization	—	—		10.8		—		—		10.8		—		10.8
Shares paid for tax withholding for stock-based payments	(0.4)	—		(7.7)		—		—		(7.7)		—		(7.7)
Class A equity interest redemptions	0.4	—		8.9		—		—		8.9		(8.9)		—
Shares issued under the ATM Program	2.2	—		50.8		—		—		50.8		—		50.8
Dividends ($0.72 per share)	—	—		—		(103.9)		—		(103.9)		—		(103.9)
Other	—	—		0.1		—		—		0.1		3.6		3.7
Balance as of June 30, 2019	143.3	$	1.4	$	2,057.9	$	(943.9)	$	(17.7)	$	1,097.7	$	37.2	$	1,134.9

				Stockholders’ Equity
(in millions, except per share amounts)	Shares of Series A Preferred Stock	Series A Preferred Stock ($0.01 per share par value)		Shares of Common Stock	Common Stock ($0.01 per share par value)		Additional Paid-In Capital		Distribution in Excess of Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Non-Controlling Interests		Total Equity
Balance as of December 31, 2019	—	$	—	143.6	$	1.4	$	2,074.7	$	(964.6)	$	(17.7)	$	1,093.8	$	32.6	$	1,126.4
Net income (loss)	—	—		—	—		—		(51.8)		—		(51.8)		0.1		(51.7)
Other comprehensive loss	—	—		—	—		—		—		(9.2)		(9.2)		—		(9.2)
Stock-based payments:
Vested	—	—		1.0	—		—		—		—