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 March 31, 2023

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 May 5, 2023, the number of shares outstanding of the registrant’s common stock was 164,986,946.

OUTFRONT MEDIA INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS

PART I	3
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Financial Position as of March 31, 2023, and December 31, 2022	3
Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022	4
Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2023 and 2022	5
Consolidated Statements of Equity for the three months ended March 31, 2023 and 2022	6
Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	42
Item 4. Controls and Procedures	43
PART II	44
Item 1. Legal Proceedings	44
Item 1A. Risk Factors	44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3. Defaults Upon Senior Securities	44
Item 4. Mine Safety Disclosures	44
Item 5. Other Information	44
Item 6. Exhibits	44
SIGNATURES	46

PART I

Item 1.    Financial Statements.

OUTFRONT Media Inc.

Consolidated Statements of Financial Position

(Unaudited)

	As of
(in millions)	March 31, 2023		December 31, 2022
Assets:
Current assets:
Cash and cash equivalents	$	42.8	$	40.4
Receivables, less allowance ($18.3 in 2023 and $20.2 in 2022)	260.1		315.5
Prepaid lease and franchise costs	8.2		9.1
Other prepaid expenses	20.9		19.8
Other current assets	7.7		5.6
Total current assets	339.7		390.4
Property and equipment, net (Note 3)	700.1		699.8
Goodwill	2,076.5		2,076.4
Intangible assets (Note 4)	842.5		858.5
Operating lease assets (Note 5)	1,664.1		1,562.6
Prepaid MTA equipment deployment costs (Note 16)	382.0		363.2
Other assets	34.8		39.1
Total assets	$	6,039.7	$	5,990.0
Liabilities:
Current liabilities:
Accounts payable	$	53.7	$	65.4
Accrued compensation	33.0		68.0
Accrued interest	18.3		31.1
Accrued lease and franchise costs	45.7		64.9
Other accrued expenses	52.4		47.6
Deferred revenues	54.8		35.3
Short-term debt (Note 8)	115.0		30.0
Short-term operating lease liabilities (Note 5)	201.6		188.1
Other current liabilities	19.6		21.2
Total current liabilities	594.1		551.6
Long-term debt, net (Note 8)	2,627.3		2,626.0
Deferred income tax liabilities, net	16.2		15.2
Asset retirement obligation (Note 6)	37.8		37.8
Operating lease liabilities (Note 5)	1,459.6		1,369.0
Other liabilities	40.4		41.2
Total liabilities	4,775.4		4,640.8
Commitments and contingencies (Note 16)
Preferred stock (2023 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding; 2022 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding) (Note 9)	119.8		119.8
Stockholders’ equity (Note 9):
Common stock (2023 - 450.0 shares authorized, and 165.0 shares issued and outstanding; 2022 - 450.0 shares authorized, and 164.2 issued and outstanding)	1.6		1.6
Additional paid-in capital	2,411.8		2,416.3
Distribution in excess of earnings	(1,264.2)		(1,183.4)
Accumulated other comprehensive loss	(8.8)		(9.1)
Total stockholders’ equity	1,140.4		1,225.4
Non-controlling interests	4.1		4.0
Total equity	1,264.3		1,349.2
Total liabilities and equity	$	6,039.7	$	5,990.0

See accompanying notes to unaudited consolidated financial statements.

3

OUTFRONT Media Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 31,
(in millions, except per share amounts)	2023		2022
Revenues:
Billboard	$	320.6	$	298.2
Transit and other	75.2		75.3
Total revenues	395.8		373.5
Expenses:
Operating	235.5		212.8
Selling, general and administrative	107.9		98.4
Net (gain) loss on dispositions	0.3		(0.3)
Depreciation	20.1		19.3
Amortization	21.8		14.8
Total expenses	385.6		345.0
Operating income	10.2		28.5
Interest expense, net	(37.7)		(30.7)
Other expense, net	—		(0.1)
Loss before benefit (provision) for income taxes and equity in earnings of investee companies	(27.5)		(2.3)
Benefit (provision) for income taxes	(0.4)		2.1
Equity in earnings of investee companies, net of tax	(0.8)		0.3
Net income (loss) before allocation to non-controlling interests	(28.7)		0.1
Net income attributable to non-controlling interests	0.2		0.2
Net loss attributable to OUTFRONT Media Inc.	$	(28.9)	$	(0.1)
Net loss per common share:
Basic	$	(0.19)	$	(0.04)
Diluted	$	(0.19)	$	(0.04)
Weighted average shares outstanding:
Basic	164.5		152.0
Diluted	164.5		152.0

See accompanying notes to unaudited consolidated financial statements.

4

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2023		2022
Net income (loss) before allocation to non-controlling interests	$	(28.7)	$	0.1
Net income attributable to non-controlling interests	0.2		0.2
Net loss attributable to OUTFRONT Media Inc.	(28.9)		(0.1)
Other comprehensive income, net of tax:
Cumulative translation adjustments	0.3		2.7
Change in fair value of interest rate swap agreements	—		0.3
Total other comprehensive income, net of tax	0.3		3.0
Total comprehensive income (loss)	$	(28.6)	$	2.9

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 December 31, 2021	0.4	$	383.4	145.6	$	1.5	$	2,119.0	$	(1,122.0)	$	(4.4)	$	994.1	$	13.0	$	1,390.5
Net income (loss)	—	—		—	—		—		(0.1)		—		(0.1)		0.2		0.1
Other comprehensive income	—	—		—	—		—		—		3.0		3.0		—		3.0
Stock-based payments:
Vested	—	—		1.0	—		—		—		—		—		—		—
Amortization	—	—		—	—		7.9		—		—		7.9		—		7.9
Shares paid for tax withholding for stock-based payments	—	—		(0.4)	—		(10.9)		—		—		(10.9)		—		(10.9)
Series A Preferred Stock conversions	(0.3)	(266.8)		17.4	0.1		266.7		—		—		266.8		—		—
Class A equity interest redemptions	—	—		0.4	—		8.6		—		—		8.6		(8.6)		—
Series A Preferred Stock dividends (7%)	—	3.2		—	—		—		(5.4)		—		(5.4)		—		(2.2)
Dividends ($0.30 per share)	—	—		—	—		—		(49.3)		—		(49.3)		—		(49.3)
Other	—	—		—	—		—		—		—		—		(0.2)		(0.2)
Balance as of March 31, 2022	0.1	$	119.8	164.0	$	1.6	$	2,391.3	$	(1,176.8)	$	(1.4)	$	1,214.7	$	4.4	$	1,338.9
Balance as of December 31, 2022	0.1	$	119.8	164.2	$	1.6	$	2,416.3	$	(1,183.4)	$	(9.1)	$	1,225.4	$	4.0	$	1,349.2
Net income (loss)	—	—		—	—		—		(28.9)		—		(28.9)		0.2		(28.7)
Other comprehensive income	—	—		—	—		—		—		0.3		0.3		—		0.3
Stock-based payments:
Vested	—	—		1.4	—		—		—		—		—		—		—
Amortization	—	—		—	—		7.8		—		—		7.8		—		7.8
Shares paid for tax withholding for stock-based payments	—	—		(0.6)	—		(12.3)		—		—		(12.3)		—		(12.3)
Series A Preferred Stock dividends (7%)	—	—		—	—		—		(2.2)		—		(2.2)		—		(2.2)
Dividends ($0.30 per share)	—	—		—	—		—		(49.7)		—		(49.7)		—		(49.7)
Other	—	—		—	—		—		—		—		—		(0.1)		(0.1)
Balance as of March 31, 2023	0.1	$	119.8	165.0	$	1.6	$	2,411.8	$	(1,264.2)	$	(8.8)	$	1,140.4	$	4.1	$	1,264.3

See accompanying notes to unaudited consolidated financial statements.

6

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2023		2022
Operating activities:
Net loss attributable to OUTFRONT Media Inc.	$	(28.9)	$	(0.1)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Net income attributable to non-controlling interests	0.2		0.2
Depreciation and amortization	41.9		34.1
Deferred tax (benefit) provision	1.0		(1.3)
Stock-based compensation	7.8		7.9
Provision for doubtful accounts	1.4		1.7
Accretion expense	0.8		0.7
Net (gain) loss on dispositions	0.3		(0.3)
Equity in earnings of investee companies, net of tax	0.8		(0.3)
Distributions from investee companies	0.8		0.3
Amortization of deferred financing costs and debt discount and premium	1.6		1.6
Change in assets and liabilities, net of investing and financing activities:
Decrease in receivables	54.0		44.1
Increase in prepaid MTA equipment deployment costs	(18.8)		(15.4)
Increase (decrease) in prepaid expenses and other current assets	(1.0)		3.4
Decrease in accounts payable and accrued expenses	(70.9)		(64.2)
Increase in operating lease assets and liabilities	4.2		1.7
Increase in deferred revenues	19.5		12.1
Decrease in income taxes	(4.2)		(3.0)
Other, net	(1.1)		(2.7)
Net cash flow provided by operating activities	9.4		20.5
Investing activities:
Capital expenditures	(22.6)		(16.9)
Acquisitions	(5.1)		(9.6)
MTA franchise rights	(0.1)		(2.1)
Net proceeds from dispositions	0.1		0.8
Net cash flow used for investing activities	(27.7)		(27.8)
Financing activities:
Proceeds from borrowings under short-term debt facilities	85.0		—
Taxes withheld for stock-based compensation	(12.3)		(10.9)
Dividends	(52.0)		(51.5)
Net cash flow provided by (used for) financing activities	20.7		(62.4)
Effect of exchange rate changes on cash and cash equivalents	—		0.6
Net increase (decrease) in cash and cash equivalents	2.4		(69.1)
Cash and cash equivalents at beginning of period	40.4		424.8
Cash and cash equivalents at end of period	$	42.8	$	355.7
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	3.6	$	2.1
Cash paid for interest	49.2		42.6
Non-cash investing and financing activities:
Accrued purchases of property and equipment	$	5.9	$	7.3
Accrued MTA franchise rights	3.0		3.8
Taxes withheld for stock-based compensation	—		0.1

See accompanying notes to unaudited consolidated financial statements.

7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

OUTFRONT Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) 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. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. and Canada. In total, we have displays in all of the 25 largest markets in the U.S. and approximately 150 markets across the U.S. and Canada. We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of events such as the COVID-19 pandemic and the current heightened levels of inflation, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Out-of-Period Adjustment

For the three months ended March 31, 2023, the Company recorded an out-of-period adjustment relating to variable billboard property lease expenses and accrued lease and franchise costs in 2022, resulting in a $5.2 million increase in Operating expenses for the three months ended March 31, 2023. The Company assessed the materiality of the amount reflected in this adjustment on its previously issued financial statements in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99 and SAB No. 108 and concluded that the amount was not material, individually or in the aggregate, to any of its previously issued financial statements.

8

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 2. New Accounting Standards

Adoption of New Accounting Standards

In the first quarter of 2023, we adopted the Financial Accounting Standards Board’s (the “FASB”) guidance on the recognition and measurement of contract assets and contract liabilities acquired in a business combination. At the acquisition date, the acquirer should account for the related revenue contracts as if it had originated the contracts. The guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. We will implement this guidance when accounting for business combinations in the future.

Recent Pronouncements

In March 2020 and December 2022, the FASB issued guidance providing optional expedients and exceptions for accounting for contracts, hedging relationships and other transactions that reference to the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance is effective for all entities as of March 12, 2020, through December 31, 2024. This guidance did not have a significant impact on our accounting for our existing debt.

Note 3. Property and Equipment, Net

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

		As of
(in millions)	Estimated Useful Lives	March 31, 2023		December 31, 2022
Land		$	112.2	$	112.2
Buildings	15 to 35 years	56.6		56.5
Advertising structures	3 to 20 years	2,015.8		2,006.8
Furniture, equipment and other	3 to 10 years	190.2		183.4
Construction in progress		41.8		38.5
		2,416.6		2,397.4
Less: Accumulated depreciation		1,716.5		1,697.6
Property and equipment, net		$	700.1	$	699.8

Depreciation expense was $20.1 million in the three months ended March 31, 2023, and $19.3 million in the three months ended March 31, 2022.

Note 4. Intangible Assets

Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements, and franchise agreements, which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization		Net
As of March 31, 2023:
Permits and leasehold agreements	$	1,601.8	$	(884.7)	$	717.1
Franchise agreements	533.2		(423.1)		110.1
Other intangible assets	20.1		(4.8)		15.3
Total intangible assets	$	2,155.1	$	(1,312.6)	$	842.5
As of December 31, 2022:
Permits and leasehold agreements	$	1,597.6	$	(868.7)	$	728.9
Franchise agreements	533.2		(418.6)		114.6
Other intangible assets	18.9		(3.9)		15.0
Total intangible assets	$	2,149.7	$	(1,291.2)	$	858.5

In the three months ended March 31, 2023, we acquired approximately 30 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $5.7 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 10.1 years.

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $21.8 million in the three months ended March 31, 2023, and $14.8 million in the three months ended March 31, 2022.

Note 5. Leases

Lessee

The following table presents our operating lease assets and liabilities:

	As of
(in millions, except years and percentages)	March 31, 2023			December 31, 2022
Operating lease assets	$	1,664.1		$	1,562.6
Short-term operating lease liabilities	201.6			188.1
Non-current operating lease liabilities	1,459.6			1,369.0
Weighted-average remaining lease term	10.8 years			11.0 years
Weighted-average discount rate	6.0		%	5.8		%

The components of our lease expenses were as follows:

	Three Months Ended
	March 31,
(in millions)	2023		2022
Operating expenses(a)	$	120.9	$	106.7
Selling, general and administrative expenses	3.1		2.7
Variable costs(a)	32.5		25.0
Cash paid for operating leases	137.7		118.4
Leased assets obtained in exchange for new operating lease liabilities	172.1		81.9

(a)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).

10

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

For each of the three months ended March 31, 2023 and 2022, sublease income related to office properties was immaterial.

Lessor

We recorded rental income of $298.4 million for the three months ended March 31, 2023, and $288.3 million for the three months ended March 31, 2022, in Revenues on our Consolidated Statement of Operations.

Note 6. Asset Retirement Obligation

The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience.

(in millions)
As of December 31, 2022	$	37.8
Accretion expense	0.8
Liabilities settled	(0.8)
As of March 31, 2023	$	37.8

Note 7. Related Party Transactions

On January 18, 2023, we entered into a transaction with an affiliate of Providence Equity Partners L.L.C. (the “Providence Affiliate”) in connection with the Providence Affiliate’s purchase of a lease for certain outdoor advertising assets (the “Assets”) from a third-party seller. Pursuant to an agreement between us and the Providence Affiliate (the “Billboard Agreement”), we agreed to exclusively market, license and make advertising space available on the Assets to third-party advertisers for a term of up to ten years (the “Transaction”). In return, we will retain all revenues from the sale of advertising with respect to the Assets less the following payments to the Providence Affiliate or its payment designee, as applicable: (i) a minimum annual guarantee payment paid to the Providence Affiliate’s payment designee that increases from approximately $1.8 million to $3.5 million during the term of the Billboard Agreement; (ii) a minimum annual guarantee payment paid to the Providence Affiliate that increases from $8.5 million to $12.0 million by year six and adjusted for inflation thereafter through year ten; (iii) a percentage revenue share payment on gross revenues generated above $22.0 million paid to the Providence Affiliate during the term of the Billboard Agreement; (iv) a percentage revenue share payment on net revenues until $100.0 million is paid to the Providence Affiliate or its payment designee, as applicable; and (v) a one-time payment of $10.0 million paid to the Providence Affiliate on the fifth anniversary of the closing of the Transaction (the “Transaction Closing”) if we have not yet acquired the Assets as described below. The Billboard Agreement also provides that (i) we have the option to acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Transaction Closing at pre-agreed prices depending on the time at which we exercise the option; (ii) prior to the seventh anniversary of the Transaction Closing, we have a right of first offer prior to any sale of the Assets by the Providence Affiliate to a third-party; and (iii) in the event of a termination of the Billboard Agreement by the Providence Affiliate after a sale to a third-party, we may in certain circumstances be entitled to receive a termination payment. As of March 31, 2023, operating lease assets related to the Billboard Agreement were $97.0 million and non-current operating lease liabilities related to the Billboard Agreement were $95.0 million, and are included in Operating lease assets and non-current Operating lease liabilities, respectively, on the Consolidated Statements of Financial Position. Billboard revenues related to the Billboard Agreement were $1.9 million and operating lease expenses related to the Billboard Agreement were $2.3 million in the three months ended March 31, 2023, and are recorded in Revenues and Operating expenses, respectively, on the Consolidated Statement of Operations.

We have a 50% ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures which currently operate a total of seven billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled $10.6 million as of March 31, 2023, and $12.2 million as of December 31, 2022, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $1.0 million in the three months ended March 31, 2023, and $1.7 million in the three months ended March 31, 2022.

11

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 8. Debt

Debt, net, consists of the following:

	As of
(in millions, except percentages)	March 31, 2023			December 31, 2022
Short-term debt:
AR Facility	$	115.0		$	30.0
Total short-term debt	115.0			30.0
Long-term debt:
Term loan, due 2026	598.7			598.6
Senior unsecured notes:
6.250% senior unsecured notes, due 2025	400.0			400.0
5.000% senior unsecured notes, due 2027	650.0			650.0
4.250% senior unsecured notes, due 2029	500.0			500.0
4.625% senior unsecured notes, due 2030	500.0			500.0
Total senior unsecured notes	2,050.0			2,050.0
Debt issuance costs	(21.4)			(22.6)
Total long-term debt, net	2,627.3			2,626.0
Total debt, net	$	2,742.3		$	2,656.0
Weighted average cost of debt	5.4		%	5.2		%

Term Loan

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.6% per annum as of March 31, 2023. As of March 31, 2023, a discount of $1.3 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

Revolving Credit Facility

We also have a $500.0 million revolving credit facility, which matures in 2024 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of March 31, 2023, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.4 million in each of the three months ended March 31, 2023 and 2022. As of March 31, 2023, we had issued letters of credit totaling approximately $6.4 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of March 31, 2023, we had issued letters of credit totaling approximately $77.0 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, 2023 and 2022.

12

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Accounts Receivable Securitization Facility

As of March 31, 2023, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. 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, 2023, there were $115.0 million outstanding borrowings under the AR Facility, at a borrowing rate of 5.7%. As of March 31, 2023, borrowing capacity remaining under the AR Facility was $21.5 million based on approximately $293.1 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 the three months ended March 31, 2023, and immaterial for the three months ended March 31, 2022.

Debt Covenants

Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness. 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, 2023, our Consolidated Total Leverage Ratio was 5.1 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of March 31, 2023, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement. As of March 31, 2023, we are in compliance with our debt covenants.

Deferred Financing Costs

As of March 31, 2023, we had deferred $23.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

13

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Fair Value

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $2.5 billion as of both March 31, 2023, and December 31, 2022. The fair value of our debt as of both March 31, 2023, and December 31, 2022, is classified as Level 2.

Note 9. Equity

As of March 31, 2023, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 164,981,632 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized, with 125,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share, issued and outstanding.

The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend and distribution rights. Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0% per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”). Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash. So long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period. If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter. The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles. Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

During the three months ended March 31, 2023, we paid cash dividends of $2.2 million on the Series A Preferred Stock. As of March 31, 2023, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. No shares were sold under the ATM Program during the three months ended March 31, 2023. As of March 31, 2023, we had approximately $232.5 million of capacity remaining under the ATM Program.

On May 3, 2023, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock, payable on June 30, 2023, to stockholders of record at the close of business on June 2, 2023.

14

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 10. Revenues

The following table summarizes revenues by source:

	Three Months Ended
	March 31,
(in millions)	2023		2022
Billboard:
Static displays	$	215.1	$	206.0
Digital displays	88.9		81.4
Other	16.6		10.8
Billboard revenues	320.6		298.2
Transit:
Static displays	38.8		41.2
Digital displays	28.1		25.9
Other	6.5		6.4
Total transit revenues	73.4		73.5
Other	1.8		1.8
Transit and other revenues	75.2		75.3
Total revenues	$	395.8	$	373.5

Rental income was $298.4 million in the three months ended March 31, 2023, and $288.3 million in the three months ended March 31, 2022, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

	Three Months Ended
	March 31,
(in millions)	2023		2022
United States:
Billboard	$	306.1	$	283.4
Transit and other	70.3		70.8
Other	1.8		1.8
Total United States revenues	378.2		356.0
Canada	17.6		17.5
Total revenues	$	395.8	$	373.5

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

Note 11. Acquisitions

We completed several asset acquisitions for a total purchase price of approximately $5.1 million in the three months ended March 31, 2023, and $9.6 million in the three months ended March 31, 2022.

In the second quarter of 2018, we entered into an agreement to acquire 14 digital and seven static billboard displays in California for a total estimated purchase price of $35.4 million. In the second quarter of 2019, we completed this acquisition except with respect to four digital displays, which we expect to acquire in 2023 for an estimated purchase price of $9.2 million, subject to customary closing conditions and the timing of site development.

15

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 12. Stock-Based Compensation

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2023 and 2022.

	Three Months Ended
	March 31,
(in millions)	2023		2022
Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes	$	7.8	$	7.9
Tax benefit	(0.4)		(0.4)
Stock-based compensation expense, net of tax	$	7.4	$	7.5

As of March 31, 2023, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $51.9 million, which is expected to be recognized over a weighted average period of 2.1 years.

RSUs and PRSUs

The following table summarizes activity for the three months ended March 31, 2023, of RSUs and PRSUs issued to our employees.

	Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2022	2,644,039	$	24.28
Granted:
RSUs	1,036,567	19.17
PRSUs	619,447	20.54
Vested:
RSUs	(871,327)	24.82
PRSUs	(514,611)	25.37
Forfeitures:
RSUs	(17,613)	24.64
PRSUs	(4,635)	23.31
Non-vested as of March 31, 2023	2,891,867	21.25

Note 13. Retirement Benefits

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

	Three Months Ended
	March 31,
(in millions)	2023		2022
Components of net periodic pension cost:
Interest cost	$	0.6	$	0.5
Expected return on plan assets	(0.7)		(0.7)
Net periodic pension cost	$	(0.1)	$	(0.2)

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

16

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 14. Income Taxes

We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities as TRSs. As such, we have provided for their federal, state and foreign income taxes.

Tax years 2019 to present are open for examination by the tax authorities.

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

In the three months ended March 31, 2023 and 2022, our effective tax rate differed from the U.S. federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, the impact of state and local taxes, and the effect of foreign operations.

Note 15. Earnings Per Share (“EPS”)