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, 2024

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.)
90 Park Avenue, 9th Floor
New York,	NY	10016
(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 2, 2024, the number of shares outstanding of the registrant’s common stock was 165,885,759.

OUTFRONT MEDIA INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

TABLE OF CONTENTS

PART I	3
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Financial Position as of March 31, 2024, and December 31, 2023	3
Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023	4
Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2024 and 2023	5
Consolidated Statements of Equity for the three months ended March 31, 2024 and 2023	6
Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	7
Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	44
Item 4. Controls and Procedures	45
PART II	46
Item 1. Legal Proceedings	46
Item 1A. Risk Factors	46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3. Defaults Upon Senior Securities	46
Item 4. Mine Safety Disclosures	46
Item 5. Other Information	46
Item 6. Exhibits	46
SIGNATURES	48

PART I

Item 1.    Financial Statements.

OUTFRONT Media Inc.

Consolidated Statements of Financial Position

(Unaudited)

	As of
(in millions)	March 31, 2024		December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	42.4	$	36.0
Receivables, less allowance ($17.6 in 2024 and $17.2 in 2023)	251.7		287.6
Prepaid lease and transit franchise costs	3.3		4.5
Other prepaid expenses	15.8		19.2
Assets held for sale (Note 11)	31.8		34.6
Other current assets	14.4		15.7
Total current assets	359.4		397.6
Property and equipment, net (Note 3)	657.1		657.8
Goodwill	2,006.4		2,006.4
Intangible assets (Note 4)	682.9		695.4
Operating lease assets (Note 5)	1,577.6		1,591.9
Assets held for sale (Note 11)	211.1		214.3
Other assets	19.5		19.5
Total assets	$	5,514.0	$	5,582.9
Liabilities:
Current liabilities:
Accounts payable	$	54.4	$	55.5
Accrued compensation	32.2		41.4
Accrued interest	23.2		34.2
Accrued lease and franchise costs	59.2		80.0
Other accrued expenses	56.2		56.2
Deferred revenues	52.4		37.7
Short-term debt (Note 8)	120.0		65.0
Short-term operating lease liabilities (Note 5)	185.6		180.9
Liabilities held for sale (Note 11)	21.4		24.1
Other current liabilities	17.6		18.0
Total current liabilities	622.2		593.0
Long-term debt, net (Note 8)	2,677.8		2,676.5
Asset retirement obligation (Note 6)	33.3		33.0
Operating lease liabilities (Note 5)	1,400.8		1,417.4
Liabilities held for sale (Note 11)	90.8		90.9
Other liabilities	41.9		42.0
Total liabilities	4,866.8		4,852.8
Commitments and contingencies (Note 16)
Preferred stock (2024 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding; 2023 - 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 (2024 - 450.0 shares authorized, and 165.9 shares issued and outstanding; 2023 - 450.0 shares authorized, and 165.1 issued and outstanding)	1.7		1.7
Additional paid-in capital	2,431.9		2,432.2
Distribution in excess of earnings	(1,900.5)		(1,821.1)
Accumulated other comprehensive loss	(8.9)		(5.8)
Total stockholders’ equity	524.2		607.0
Non-controlling interests	3.2		3.3
Total equity	647.2		730.1
Total liabilities and equity	$	5,514.0	$	5,582.9

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)	2024		2023
Revenues:
Billboard	$	328.8	$	320.6
Transit and other	79.7		75.2
Total revenues	408.5		395.8
Expenses:
Operating	238.7		235.5
Selling, general and administrative	110.5		107.9
Net loss on dispositions	0.1		0.3
Impairment charges	9.1		—
Depreciation	18.5		20.1
Amortization	17.6		21.8
Total expenses	394.5		385.6
Operating income	14.0		10.2
Interest expense, net	(41.4)		(37.7)
Loss before benefit (provision) for income taxes and equity in earnings of investee companies	(27.4)		(27.5)
Benefit (provision) for income taxes	0.5		(0.4)
Equity in earnings of investee companies, net of tax	(0.2)		(0.8)
Net loss before allocation to non-controlling interests	(27.1)		(28.7)
Net income attributable to non-controlling interests	0.1		0.2
Net loss attributable to OUTFRONT Media Inc.	$	(27.2)	$	(28.9)
Net loss per common share:
Basic	$	(0.18)	$	(0.19)
Diluted	$	(0.18)	$	(0.19)
Weighted average shares outstanding:
Basic	165.4		164.5
Diluted	165.4		164.5

See accompanying notes to unaudited consolidated financial statements.

4

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2024		2023
Net loss before allocation to non-controlling interests	$	(27.1)	$	(28.7)
Net income attributable to non-controlling interests	0.1		0.2
Net loss attributable to OUTFRONT Media Inc.	(27.2)		(28.9)
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	(3.1)		0.3
Total other comprehensive income (loss), net of tax	(3.1)		0.3
Total comprehensive loss	$	(30.3)	$	(28.6)

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, 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
Balance as of December 31, 2023	0.1	$	119.8	165.1	$	1.7	$	2,432.2	$	(1,821.1)	$	(5.8)	$	607.0	$	3.3	$	730.1
Net income (loss)	—	—		—	—		—		(27.2)		—		(27.2)		0.1		(27.1)
Other comprehensive loss	—	—		—	—		—		—		(3.1)		(3.1)		—		(3.1)
Stock-based payments:
Vested	—	—		1.4	—		—		—		—		—		—		—
Amortization	—	—		—	—		7.2		—		—		7.2		—		7.2
Shares paid for tax withholding for stock-based payments	—	—		(0.6)	—		(7.5)		—		—		(7.5)		—		(7.5)
Series A Preferred Stock dividends (7%)	—	—		—	—		—		(2.2)		—		(2.2)		—		(2.2)
Dividends ($0.30 per share)	—	—		—	—		—		(50.0)		—		(50.0)		—		(50.0)
Other	—	—		—	—		—		—		—		—		(0.2)		(0.2)
Balance as of March 31, 2024	0.1	$	119.8	165.9	$	1.7	$	2,431.9	$	(1,900.5)	$	(8.9)	$	524.2	$	3.2	$	647.2

See accompanying notes to unaudited consolidated financial statements.

6

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2024		2023
Operating activities:
Net loss attributable to OUTFRONT Media Inc.	$	(27.2)	$	(28.9)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Net income attributable to non-controlling interests	0.1		0.2
Depreciation and amortization	36.1		41.9
Deferred tax provision	1.0		1.0
Stock-based compensation	7.2		7.8
Provision for doubtful accounts	1.1		1.4
Accretion expense	0.8		0.8
Net loss on dispositions	0.1		0.3
Equity in earnings of investee companies, net of tax	0.2		0.8
Distributions from investee companies	0.7		0.8
Amortization of deferred financing costs and debt discount	1.6		1.6
Change in assets and liabilities, net of investing and financing activities:
Decrease in receivables	34.9		54.0
Increase in prepaid MTA equipment deployment costs	—		(18.8)
Increase in prepaid expenses and other current assets	(2.0)		(1.0)
Decrease in accounts payable and accrued expenses	(41.6)		(70.9)
Increase in operating lease assets and liabilities	3.6		4.2
Increase in deferred revenues	14.7		19.5
Increase (decrease) in income taxes	1.2		(4.2)
Decrease in assets and liabilities held for sale, net	(0.5)		—
Other, net	(1.4)		(1.1)
Net cash flow provided by operating activities	30.6		9.4
Investing activities:
Capital expenditures	(18.4)		(22.6)
Acquisitions	(6.0)		(5.1)
MTA franchise rights	—		(0.1)
Net proceeds from dispositions	5.4		0.1
Net cash flow used for investing activities	(19.0)		(27.7)
Financing activities:
Proceeds from borrowings under short-term debt facilities	65.0		85.0
Repayments of borrowings under short-term debt facilities	(10.0)		—
Payments of deferred financing costs	(0.1)		—
Taxes withheld for stock-based compensation	(7.4)		(12.3)
Dividends	(52.4)		(52.0)
Net cash flow provided by (used for) financing activities	(4.9)		20.7
Effect of exchange rate changes on cash and cash equivalents	(0.3)		—
Net increase in cash and cash equivalents	6.4		2.4
Cash and cash equivalents at beginning of period	36.0		40.4
Cash and cash equivalents at end of period	$	42.4	$	42.8

7

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows (Continued)

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2024		2023
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	0.1	$	3.6
Cash paid for interest	51.2		49.2
Non-cash investing and financing activities:
Accrued purchases of property and equipment	$	8.0	$	5.9
Accrued MTA franchise rights	—		3.0
Taxes withheld for stock-based compensation	0.1		—

See accompanying notes to unaudited consolidated financial statements.

8

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.

On October 22, 2023, the Company, Outfront Canada HoldCo 2 LLC, a wholly-owned subsidiary of the Company, and Outfront Canada Sub LLC, a wholly-owned subsidiary of the Company (together, the “Selling Subsidiaries”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Bell Media Inc. (the “Buyer”), relating to the sale of the Company’s outdoor advertising business in Canada (the “Canadian Business”). Pursuant to the Share Purchase Agreement, the Selling Subsidiaries agreed to sell all of its (and its affiliates) equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Canadian Business, to the Buyer, for C$410.0 million in cash, payable on the date of the consummation of the Transaction (the “Closing”). (See Note 11. Acquisitions and Dispositions: Dispositions: Canadian Business.)

Basis of Presentation and Use of Estimates

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, 2023, filed with the SEC on February 22, 2024.

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, 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.

Note 2. New Accounting Standards

Recent Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Retrospective application is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

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, 2024		December 31, 2023
Land		$	110.2	$	110.1
Buildings	15 to 35 years	46.2		42.7
Advertising structures	3 to 20 years	1,728.9		1,716.2
Furniture, equipment and other	3 to 10 years	176.4		173.9
Construction in progress		34.8		39.5
		2,096.5		2,082.4
Less: Accumulated depreciation		1,439.4		1,424.6
Property and equipment, net		$	657.1	$	657.8

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

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.

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization		Impairment		Net
As of March 31, 2024:
Permits and leasehold agreements	$	1,540.2	$	(907.7)	$	—	$	632.5
Franchise agreements(a)	944.0		(428.8)		(477.0)		38.2
Other intangible assets	19.4		(7.2)		—		12.2
Total intangible assets	$	2,503.6	$	(1,343.7)	$	(477.0)	$	682.9
As of December 31, 2023:
Permits and leasehold agreements	$	1,535.5	$	(893.8)	$	—	$	641.7
Franchise agreements(a)	934.8		(426.4)		(467.9)		40.5
Other intangible assets	19.5		(6.3)		—		13.2
Total intangible assets	$	2,489.8	$	(1,326.5)	$	(467.9)	$	695.4

(a)We reclassified all Prepaid MTA equipment deployment costs (see Note 16. Commitments and Contingencies) and recorded impairments in the second, third and fourth quarters of 2023, as well as the first quarter of 2024, due to the long-term outlook of our U.S. Transit and Other reporting unit.

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

10

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $17.6 million in the three months ended March 31, 2024, and $21.8 million in the three months ended March 31, 2023.

As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, we recorded an additional impairment charge of $9.1 million in the first quarter of 2024, representing additional MTA equipment deployment cost spending during the quarter.

Note 5. Leases

Lessee

The following table presents our operating lease assets and liabilities:

	As of
(in millions, except years and percentages)	March 31, 2024			December 31, 2023
Operating lease assets	$	1,577.6		$	1,591.9
Short-term operating lease liabilities	185.6			180.9
Non-current operating lease liabilities	1,400.8			1,417.4
Weighted-average remaining lease term	10.9 years			10.9 years
Weighted-average discount rate	6.3		%	6.2		%

The components of our lease expenses were as follows:

	Three Months Ended
	March 31,
(in millions)	2024		2023
Operating expenses(a)	$	121.2	$	120.9
Selling, general and administrative expenses	3.9		3.1
Variable costs(a)	28.6		32.5
Cash paid for operating leases(b)	142.5		137.7
Leased assets obtained in exchange for new operating lease liabilities	60.5		172.1

(a)Includes an out-of-period adjustment of $5.2 million recorded in the first quarter of 2023 related to variable billboard property lease expenses (see Note 1. Description of Business and Basis of Presentation).

(b)Includes amounts related to Canada. (See Note 11. Acquisitions and Dispositions: Dispositions: Canadian Business.)

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

Lessor

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

11

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

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, 2023	$	33.0
Accretion expense	0.8
Additions	0.1
Liabilities settled	(0.5)
Foreign currency translation adjustments	(0.1)
As of March 31, 2024	$	33.3

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 “Billboard 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 Billboard Transaction (the “Billboard Transaction Closing”) if we have not yet acquired the Assets as described below. The Billboard Agreement also provides that (i) we have the option to acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Billboard Transaction Closing at pre-agreed prices depending on the time at which we exercise the option; (ii) prior to the seventh anniversary of the Billboard Transaction Closing, we have a right of first offer prior to any sale of the Assets by the Providence Affiliate to a third-party; and (iii) in the event of a termination of the Billboard Agreement by the Providence Affiliate after a sale to a third-party, we may in certain circumstances be entitled to receive a termination payment. As of March 31, 2024, operating lease assets related to the Billboard Agreement were $90.9 million, current operating lease liabilities related to the Billboard Agreement were $3.9 million and non-current operating lease liabilities related to the Billboard Agreement were $92.2 million, and are included in Operating lease assets, current Operating lease liabilities and non-current Operating lease liabilities, respectively, on the Consolidated Statements of Financial Position. Billboard revenues related to the Billboard Agreement were $2.8 million in the three months ended March 31, 2024 and $1.9 million in the three months ended March 31, 2023, and recorded in Revenues on the Consolidated Statement of Operations. Operating lease expenses related to the Billboard Agreement were $3.5 million in the three months ended March 31, 2024, and $2.3 million in the three months ended March 31, 2023, and recorded in Operating expenses on the Consolidated Statement of Operations.

Joint Ventures

We have a 50% ownership interest in two active joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and two active joint ventures which operate a total of seven billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled $7.8 million as of March 31, 2024, and $8.2 million as of December 31, 2023, and are included in Other assets on the Consolidated Statements of Financial Position. In 2023, in connection with the Transaction, an equity investment was reclassified as Assets held for sale on the Consolidated Statement of Financial Position. (See Note 11. Acquisitions and Dispositions: Dispositions: Canadian Business.) We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $1.0 million in each of the three months ended March 31, 2024 and 2023.

12

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, 2024			December 31, 2023
Short-term debt:
AR Facility	$	120.0		$	65.0
Total short-term debt	120.0			65.0
Long-term debt:
Term loan, due 2026	599.0			598.9
Senior secured notes:
7.375% senior secured notes, due 2031	450.0			450.0
Senior unsecured notes:
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	1,650.0			1,650.0
Debt issuance costs	(21.2)			(22.4)
Total long-term debt, net	2,677.8			2,676.5
Total debt, net	$	2,797.8		$	2,741.5
Weighted average cost of debt	5.7		%	5.7		%

Term Loan

The interest rate on the term loan due in 2026 (the “Term Loan”) was 7.1% per annum as of March 31, 2024. As of March 31, 2024, a discount of $1.0 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

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.

13

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

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.

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 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, 2024, there were $120.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.3%. As of March 31, 2024, borrowing capacity remaining under the AR Facility was $30.0 million based on approximately $294.1 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility. The commitment fee based on the amount of unused commitments under the AR Facility was $0.1 million for each of the three months ended March 31, 2024 and 2023.

Debt Covenants

Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior 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, 2024, our Consolidated Total Leverage Ratio was 5.3 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of March 31, 2024, our Consolidated Net Secured Leverage Ratio was 2.0 to 1.0 in accordance with the Credit Agreement. As of March 31, 2024, we are in compliance with our debt covenants.

14

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

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.

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 $2.7 billion as of both March 31, 2024, and December 31, 2023. The fair value of our debt as of both March 31, 2024, and December 31, 2023, is classified as Level 2.

Note 9. Equity

As of March 31, 2024, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 165,880,873 shares were issued and outstanding; 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, 2024, we paid cash dividends of $2.2 million on the Series A Preferred Stock. As of March 31, 2024, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. No shares were sold under the ATM Program during the three months ended March 31, 2024. As of March 31, 2024, we had approximately $232.5 million of capacity remaining under the ATM Program.

15

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

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.

Note 10. Revenues

The following table summarizes revenues by source:

	Three Months Ended
	March 31,
(in millions)	2024		2023
Billboard:
Static displays	$	222.8	$	215.1
Digital displays	93.9		88.9
Other	12.1		16.6
Billboard revenues	328.8		320.6
Transit:
Static displays	38.7		38.8
Digital displays	32.8		28.1
Other	7.9		6.5
Total transit revenues	79.4		73.4
Other	0.3		1.8
Transit and other revenues	79.7		75.2
Total revenues	$	408.5	$	395.8

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

The following table summarizes revenues by geography:

	Three Months Ended
	March 31,
(in millions)	2024		2023
United States:
Billboard	$	313.9	$	306.1
Transit and other	75.7		70.3
Other	0.3		1.8
Total United States revenues	389.9		378.2
Canada	18.6		17.6
Total revenues	$	408.5	$	395.8

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

Note 11. Acquisitions and Dispositions

Acquisitions

We completed several asset acquisitions for a total purchase price of approximately $6.0 million in the three months ended March 31, 2024, and $5.1 million in the three months ended March 31, 2023. The value of the assets acquired during 2024 and 2023 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4. Intangible Assets).

16

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Dispositions

Canadian Business

On October 22, 2023, the Selling Subsidiaries entered into a Share Purchase Agreement with the Buyer, relating to the sale of the Canadian Business. Pursuant to the Share Purchase Agreement, the Selling Subsidiaries agreed to sell all of its (and its affiliates) equity interests in Outdoor Systems Americas ULC and its subsidiaries, which hold all of the assets of the Canadian Business, to the Buyer, for C$410.0 million in cash, payable on the date of the consummation of the Transaction. The purchase price is subject to (i) adjustments at and following the Closing for working capital, cash, indebtedness, capital expenditures and transaction expenses, and (ii) a holdback to be released at or following the Closing, in whole or in part, if certain third-party contracts are renewed or extended on certain terms.

The consummation of the Transaction is expected to occur in the first half of 2024, subject to certain closing conditions, including, among others, (i) the absence of any enacted or pending law, order, judgment or litigation by a governmental authority prohibiting the consummation of the Transaction, and (ii) receipt of antitrust approval in Canada (the “Antitrust Approval”). The obligation of the Buyer to consummate the Transaction is also conditioned on the absence of a material adverse effect on the Canadian Business following the date of the Share Purchase Agreement and the Selling Subsidiaries’ obligation to spend a target percentage of forecasted capital expenditures through the Closing. The obligation of each party to consummate the Transaction is conditioned on each party’s representations and warranties being true and correct and each party having performed in all material respects its obligations under the Share Purchase Agreement. In addition, the Share Purchase Agreement may be terminated under certain circumstances, including (i) by mutual written agreement of the Buyer and the Selling Subsidiaries; (ii) by either the Buyer or the Selling Subsidiaries if the Closing does not occur by July 22, 2024, with extensions by the Buyer or the Selling Subsidiaries under certain conditions until no later than October 22, 2024 (the “Outside Date”); or (iii) by either the Buyer or the Selling Subsidiaries if a failure by either the Buyer or the Seller Subsidiaries is the principal cause of any closing condition not being satisfied. If the Antitrust Approval is not received by the Outside Date and the principal cause of such failure is not a failure of the Selling Subsidiaries or its subsidiaries to perform any of their obligations under the Share Purchase Agreement, the Buyer will pay a termination fee to the Selling Subsidiaries in the amount of C$20.0 million.

In connection with the Transaction, the assets of our outdoor advertising business in Canada has been classified as Assets held for sale on the Consolidated Statement of Financial Position. It is required that we measure assets held for sale at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell. The components of Assets held for sale and Liabilities held for sale were as follows:

(in millions)	As of March 31, 2024		As of December 31, 2023
Current assets:
Receivables, less allowances	$	22.0	$	26.7
Other current assets	9.8		7.9
Current assets held for sale	31.8		34.6
Property and equipment, net	39.8		39.9
Goodwill	22.4		22.9
Intangible assets	51.9		53.0
Operating lease assets	85.2		85.9
Other assets	11.8		12.6
Total assets held for sale	$	242.9	$	248.9
Current liabilities held for sale	$	21.4	$	24.1
Deferred income tax liabilities, net	16.2		15.5
Asset retirement obligation	4.9		5.0
Operating lease liabilities	69.7		70.4
Total liabilities held for sale	$	112.2	$	115.0

17

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, 2024 and 2023.

	Three Months Ended
	March 31,
(in millions)	2024		2023
Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes	$	7.2	$	7.8
Tax benefit	(0.2)		(0.4)
Stock-based compensation expense, net of tax	$	7.0	$	7.4

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

RSUs and PRSUs

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

	Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2023	2,781,836	$	21.10
Granted:
RSUs	1,547,171	12.43
PRSUs	787,035	12.43
Vested:
RSUs	(861,830)	21.62
PRSUs	(410,304)	22.07
Forfeitures:
RSUs	(13,404)	20.17
PRSUs	(176,427)	19.21
Non-vested as of March 31, 2024	3,654,077	15.43

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)	2024		2023
Components of net periodic pension cost:
Interest cost	$	0.3	$	0.6
Expected return on plan assets	(0.4)		(0.7)
Net periodic pension cost	$	(0.1)	$	(0.1)

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

18

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 2020 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, 2024 and 2023, our effective tax rate differed from the U.S. federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, the impact of state and local taxes, and the effect of foreign operations.

Note 15. Earnings Per Share (“EPS”)

	Three Months Ended
	March 31,
(in millions)	2024		2023
Net loss available for common stockholders	$	(27.2)	$	(28.9)
Less: Distributions to holders of Series A Preferred Stock	2.2		2.2
Net loss available for common stockholders, basic and diluted	$	(29.4)	$	(31.1)
Weighted average shares for basic and diluted EPS(a)(b)	165.4		164.5

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

(b)The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three months ended March 31, 2024 and 2023, were antidilutive.

Note 16. Commitments and Contingencies

Off-Balance Sheet Arrangements

Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments. These arrangements result from our normal course of business and represent obligations that are payable over several years.

Contractual Obligations

We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

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”):

•Deployments. We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays. We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”).

•Recoupment of Equipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. As presented

19

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges (see Note 4. Intangible Assets). If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs. Deployment costs in an amount not to exceed $50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA. 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, and we do not expect to recoup any equipment deployment costs in the remainder of 2024.

•Payments. We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year.

•Term. In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-year base term (the “Amended Term”). We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions.

During the three months ended March 31, 2024, we had no recoupment from incremental revenues. As of March 31, 2024, 22,195 digital displays had been installed, composed of 5,118 digital advertising screens on subway and train platforms and entrances, 11,854 smaller-format digital advertising screens on rolling stock and 5,223 MTA communications displays. In the three months ended March 31, 2024, 2,498 installations occurred.

As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, we recorded an additional impairment charge of $9.1 million in the first quarter of 2024, representing additional MTA equipment deployment cost spending during the quarter.

20

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

(in millions)	Beginning Balance		Deployment Costs Incurred		Recoupment/MTA Funding		Amortization/Impairment		Reclassification		Ending Balance
Three months ended March 31, 2024:
Other current assets	$	1.1	$	—	$	—	$	—	$	—	$	1.1
Intangible assets (franchise agreements)	—		9.1		—		(9.1)		—		—
Total	$	1.1	$	9.1	$	—	$	(9.1)	$	—	$	1.1
Year ended December 31, 2023:
Prepaid MTA equipment deployment costs	$	363.2	$	21.8	$	—	$	—	$	(385.0)	$	—
Other current assets	1.6		(0.4)		(0.1)		—		—		1.1
Intangible assets (franchise agreements)	62.0		22.3		—		(469.3)		385.0		—
Total	$	426.8	$	43.7	$	(0.1)	$	(469.3)	$	—	$	1.1

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. As of March 31, 2024, the outstanding letters of credit were approximately $73.7 million and outstanding surety bonds were approximately $172.6 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

Note 17. Segment Information

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

The following tables set forth our financial performance by segment.

	Three Months Ended
	March 31,
(in millions)	2024		2023
Revenues:
U.S. Media	$	389.6	$	376.4
Other	18.9		19.4
Total revenues	$	408.5	$	395.8

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

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

	Three Months Ended
	March 31,
(in millions)	2024		2023
Net loss before allocation to non-controlling interests	$	(27.1)	$	(28.7)
(Benefit) provision for income taxes	(0.5)		0.4
Equity in earnings of investee companies, net of tax	0.2		0.8
Interest expense, net	41.4		37.7
Operating income	14.0		10.2
Net loss on dispositions	0.1		0.3
Impairment charges	9.1		—
Depreciation and amortization	36.1		41.9
Stock-based compensation	7.2		7.8
Total Adjusted OIBDA	$	66.5	$	60.2
Adjusted OIBDA:
U.S. Media	$	81.8	$	72.1
Other	0.9		1.1
Corporate	(16.2)		(13.0)
Total Adjusted OIBDA	$	66.5	$	60.2

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2024		2023
Operating income (loss):
U.S. Media	$	36.5	$	33.3
Other	0.9		(2.3)
Corporate	(23.4)		(20.8)
Total operating income	$	14.0	$	10.2
Net loss on dispositions:
U.S. Media	$	0.1	$	0.3
Total loss on dispositions	$	0.1	$	0.3
Impairment charges (a):
U.S. Media	$	9.1	$	—
Total impairment charges	$	9.1	$	—
Depreciation and amortization:
U.S. Media	$	36.1	$	38.5
Other	—		3.4
Total depreciation and amortization	$	36.1	$	41.9
Capital expenditures:
U.S. Media	$	17.6	$	22.0
Other	0.8		0.6
Total capital expenditures	$	18.4	$	22.6

(a)Impairment charges related to the long-term outlook of our U.S. Transit and Other reporting unit (see Note 4. Intangible Assets).

	As of
(in millions)	March 31, 2024		December 31, 2023
Assets:
U.S. Media	$	5,220.7	$	5,297.2
Other(a)	255.8		259.7
Corporate	37.5		26.0
Total assets	$	5,514.0	$	5,582.9

(a)Includes amounts reclassified as Assets held for sale on the Consolidated Statement of Financial Position. (See Note 11. Acquisitions and Dispositions: Dispositions: Canadian Business.)

	As of
(in millions)	March 31, 2024		December 31, 2023
Long-lived assets(a):
United States	$	4,935.6	$	4,962.6
Canada(b)	209.7		214.3
Total assets	$	5,145.3	$	5,176.9

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

(b)Includes amounts reclassified as Assets held for sale on the Consolidated Statement of Financial Position. (See Note 11. Acquisitions and Dispositions: Dispositions: Canadian Business.)

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2024, and the unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. This MD&A contains forward-looking statements that involve numerous risks and uncertainties. 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.

Overview

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. 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).

Business

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across 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 in the U.S. and Canada. Our top market, high profile location focused portfolio includes sites in and around both Grand Central Station and Times Square in New York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco. The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.” 

In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers. Geopath, the out-of-home advertising industry’s audience measurement system, enables us to build campaigns based on the size and demographic composition of audiences. As part of our technology platform, we are developing solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go.

We believe out-of-home continues to be an attractive form of advertising, as our displays are always viewable and cannot be turned off, skipped, blocked or fast-forwarded. Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. 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

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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. 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. Transit operating segment.

We rely on third parties to manufacture and transport our digital displays. 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. 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. 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.

Business Environment

The outdoor advertising industry is fragmented, consisting of several companies operating on a national basis, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. We compete with these companies for both customers and structure and display locations. We also compete with other media, including online, mobile and social media advertising platforms and traditional advertising platforms (such as television, radio, print and direct mail marketers). In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis.

Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract additional business from both new and existing customers. We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences by time of day and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs. In addition, digital displays enable us to run multiple advertisements on each display. Digital billboard displays generate approximately four to five times more revenue per display on average than comparable traditional static billboard displays. Digital billboard displays also incur, on average, approximately two to four times more costs, including higher variable costs associated with the increase in revenue than comparable traditional static billboard displays. As a result, digital billboard displays generate higher profits and cash flows than comparable traditional static billboard displays.

We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years, but at a slower pace than our historical deployments. We believe revenues generated on our network of digital transit displays will be higher than revenues generated on a comparable portfolio of our static transit displays. 

We have incurred, and we intend to incur, significant equipment deployment costs and capital expenditures, in the coming years to continue increasing the number of digital displays in our portfolio. 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.

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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. The following table sets forth information regarding our digital displays.

	Digital Revenues (in millions) for the Three Months Ended  March 31, 2024(a)						Number of Digital Displays as of March 31, 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	$	87.6	$	32.1	$	119.7	1,909	24,116	26,025
Canada	6.3		0.7		7.0		318	65	383
Total	$	93.9	$	32.8	$	126.7	2,227	24,181	26,408

(a)Digital display amounts include 5,301 displays reserved for transit agency use. 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.

Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season. As described above, our revenues and profits may also fluctuate due to external events beyond our control.

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. 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. 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 38% 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.

Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities. When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain or renew contracts.

Key Performance Indicators

Our management reviews our performance by focusing on the indicators described below.

Several of our key performance indicators are not prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”). 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.

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	Three Months Ended
	March 31,						%
(in millions, except percentages)	2024			2023			Change
Revenues	$	408.5		$	395.8		3	%
Organic revenues(a)(b)	408.5			395.9			3
Operating income	14.0			10.2			37
Adjusted OIBDA(b)	66.5			60.2			10
Adjusted OIBDA(b) margin	16		%	15		%
Net loss attributable to OUTFRONT Media Inc.	(27.2)