0001579877FALSE00015798772024-08-062024-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 6, 2024
 _________________________
OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)
 __________________________
Maryland
001-36367
46-4494703
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
90 Park Avenue, 9th Floor
New York,
New York
10016
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 297-6400
__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.     ☐    


Item 2.02
Results of Operations and Financial Condition.
    On August 6, 2024, OUTFRONT Media Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

    The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished pursuant to this Item 2.02. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01
Other Events.
    On August 6, 2024, the Company announced that its board of directors has declared a quarterly cash dividend of $0.30 per share on the Company’s common stock, par value $0.01 per share. The dividend is payable on September 27, 2024, to stockholders of record at the close of business on September 6, 2024.

    A copy of the press release announcing the quarterly cash dividend is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
    (d) Exhibits. The following exhibits are filed or furnished, as applicable, herewith:
Exhibit
Number
Description
99.1Press Release dated August 6, 2024.
99.2
Press Release dated August 6, 2024.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



EXHIBIT INDEX
Exhibit
Number
Description
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OUTFRONT MEDIA INC.
By:
   /s/ Matthew Siegel
Name:
Matthew Siegel
Title:
Executive Vice President and
Chief Financial Officer

Date: August 6, 2024
                        






    Exhibit 99.1
out18cropa09.jpg

OUTFRONT Media Reports Second Quarter 2024 Results

Revenues of $477.3 million

Operating income of $229.1 million

Net income attributable to OUTFRONT Media Inc. of $176.8 million

Adjusted OIBDA of $126.0 million

AFFO attributable to OUTFRONT Media Inc. of $84.8 million

Quarterly dividend of $0.30 per share, payable September 27, 2024


NEW YORK, August 6, 2024 – OUTFRONT Media Inc. (NYSE: OUT) today reported results for the quarter ended June 30, 2024.

“Our U.S. Media business continued to display solid growth during the quarter, with revenue up 4% and Adjusted OIBDA up nearly double that, demonstrating the operating leverage in our business” said Jeremy Male, Chairman and Chief Executive Officer of OUTFRONT Media. “Also, we were pleased to complete the sale of our Canadian business in June, leaving us with an entirely focused domestic U.S. business.”

Three Months Ended
June 30,		Six Months Ended
June 30,
$ in Millions, except per share amounts
2024202320242023
Revenues
$477.3 $468.8 $885.8 $864.6 
Organic revenues
461.0 444.9 850.9 823.1 
Operating income (loss)229.1 (438.2)243.1 (428.0)
Adjusted OIBDA126.0 122.2 192.5 182.4 
Net income (loss) before allocation to non-controlling interests177.0 (478.4)149.9 (507.1)
Net income (loss)1
176.8 (478.9)149.6 (507.8)
Net income (loss) per share1,2,3
$1.01 ($2.92)$0.86 ($3.11)
Funds From Operations (FFO)1
83.8 (59.8)106.1 (42.7)
Adjusted FFO (AFFO)1
84.8 78.0 108.0 86.8 
Shares outstanding3
174.5 165.0 174.2 164.8 
Notes: See exhibits for reconciliations of non-GAAP financial measures; 1) References to "Net income (loss)", "Net income (loss) per share", “FFO” and “AFFO” mean "Net income (loss) attributable to OUTFRONT Media Inc.", "Net income (loss) attributable to OUTFRONT Media Inc. per common share", “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively; 2) References to “per share” mean per common share for diluted earnings per weighted average share; 3) Diluted weighted average shares outstanding.

Second Quarter 2024 Results

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

In connection with the Transaction, we received C$410.0 million in cash, which is subject to certain purchase price adjustments. The following reported results include the historical results of the Canadian Business through the date of sale.

1

Consolidated
Reported revenues of $477.3 million increased $8.5 million, or 1.8%, for the second quarter of 2024 as compared to the same prior-year period. Organic revenues of $461.0 million increased $16.1 million, or 3.6%.

Reported billboard revenues of $373.4 million increased $1.8 million, or 0.5%, compared to the same prior-year period due to an increase in average revenue per display (yield), and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by the impact of the Transaction. Organic billboard revenues, which exclude revenues associated with the impact of the Transaction and foreign currency exchange rates, of $360.2 million increased $8.0 million, or 2.3%.

Reported transit and other revenues of $103.9 million increased $6.7 million, or 6.9%, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period. Organic transit and other revenues, which exclude revenues associated with the impact of the Transaction, of $100.8 million increased $8.1 million, or 8.7%.

Total operating expenses of $239.8 million decreased $6.1 million, or 2.5%, compared to the same prior-year period, due primarily to lower billboard property lease costs and the impact of the Transaction, partially offset by higher posting, maintenance, and other expenses. Selling, General and Administrative expenses (“SG&A”) of $119.1 million increased $10.5 million, or 9.7%, compared to the same prior-year period, primarily due to higher compensation-related expenses, including salaries and commissions, higher professional fees, as a result of a management consulting project, higher rent related to new offices and a higher provision for doubtful accounts.

Adjusted OIBDA of $126.0 million increased $3.8 million, or 3.1%, compared to the same prior-year period.

Segment Results

U.S. Media
Reported revenues of $460.9 million increased $17.9 million, or 4.0%, due primarily to higher transit and other revenues, as well as higher billboard revenues. Billboard revenues increased 2.3% and Transit and other revenues increased 10.9%.

Operating expenses decreased $1.9 million, or 0.8%, primarily driven by lower variable property lease expenses and the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the New York Metropolitan Transportation Authority (the “MTA”), higher compensation-related expenses, higher posting and rotation costs, and higher maintenance and utilities costs. SG&A expenses increased by $7.4 million, or 9.0%, primarily driven by higher compensation-related expenses, a higher provision for doubtful accounts, higher rent related to new offices and higher insurance costs, partially offset by lower professional fees.

Adjusted OIBDA of $140.5 million increased $12.4 million, or 9.7%, compared to the same prior-year period.

Other
Reported revenues of $16.4 million decreased $9.4 million, or 36.4%, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales, partially offset by an increase in average revenue per display (yield). Canada revenues of $16.3 million decreased $7.6 million, or 31.8%, due primarily to the Transaction. Organic revenues decreased $1.8 million, or 94.7%.
Operating expenses decreased $4.2 million, or 31.3%, due primarily to the impact of the Transaction, as well as lower costs related to third-party digital equipment sales. SG&A expenses decreased $0.1 million, or 1.8%, driven primarily by the impact of the Transaction.

Adjusted OIBDA of $1.6 million decreased $5.1 million, or 76.1%, compared to the same prior-year period.

Corporate
Corporate costs, excluding stock-based compensation, increased $3.5 million, or 27.8%, to $16.1 million, due primarily to higher professional fees, as a result of a management consulting project, and higher compensation-related expenses.
2


Impairment Charges
As previously disclosed, we recorded impairment charges in 2023 with respect to our U.S. Transit and Other reporting unit, primarily representing impairment charges related to our MTA asset group. As a result of negative aggregate cash flows related to our MTA asset group, we performed quarterly impairment analyses on our MTA asset group and recorded impairment charges of $8.8 million in the three months ended June 30, 2024, and $17.9 million in the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the periods.

Interest Expense
Net interest expense in the second quarter of 2024 was $41.1 million, including amortization of deferred financing costs of $1.5 million, as compared to $39.7 million in the same prior-year period, including amortization of deferred financing costs of $1.8 million. The increase was due primarily to higher interest rates and a higher average debt balance. The weighted average cost of debt as of June 30, 2024 was 5.6% and as of June 30, 2023 was 5.4%.

Income Taxes
The provision for income taxes was $11.1 million in the second quarter of 2024 compared to $0.4 million in the same prior-year period, due primarily to a gain on disposition related to the Transaction. Cash paid for income taxes in the six months ended June 30, 2024 was $1.2 million.

Net Income (Loss) Attributable to OUTFRONT Media Inc.
Net income attributable to OUTFRONT Media Inc. was $176.8 million in the second quarter of 2024 compared to a Net loss attributable to OUTFRONT Media Inc. of $478.9 million in the same prior-year period. Diluted weighted average shares outstanding were 174.5 million for the second quarter of 2024 compared to 165.0 million for the same prior-year period. Net income attributable to OUTFRONT Media Inc. per common share for diluted earnings per weighted average share was $1.01 in the second quarter of 2024 compared to a Net loss attributable to OUTFRONT Media Inc. per common share for diluted earnings per weighted average share of $2.92 in the same prior-year period.

FFO & AFFO
FFO attributable to OUTFRONT Media Inc. was $83.8 million in the second quarter of 2024, compared to a deficit of $59.8 million the same prior-year period, due primarily to lower impairment charges on non-real estate assets. AFFO attributable to OUTFRONT Media Inc. increased $6.8 million, or 8.7%, in the second quarter of 2024, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and lower cash paid for income taxes.

Cash Flow & Capital Expenditures
Net cash flow provided by operating activities increased $13.9 million, or 15.8%, for the six months ended June 30, 2024, compared to the same prior-year period, due primarily to a smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024, and a decrease in prepaid MTA equipment deployment costs, partially offset by the timing of receivables and lower net income in 2024 compared to 2023, due to increased SG&A expenses and higher interest expense. Total capital expenditures decreased $2.6 million, or 5.8%, to $42.3 million for the six months ended June 30, 2024, compared to the same prior-year period.

Dividends
In the six months ended June 30, 2024, we paid cash dividends of $104.4 million, including $100.0 million on our common stock and vested restricted share units granted to employees and $4.4 million on our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”). We announced on August 6, 2024, that our board of directors has approved a quarterly cash dividend on our common stock of $0.30 per share payable on September 27, 2024, to stockholders of record at the close of business on September 6, 2024.

Balance Sheet and Liquidity
As of June 30, 2024, our liquidity position included unrestricted cash of $49.6 million and $493.7 million of availability under our $500.0 million revolving credit facility, net of $6.3 million of issued letters of credit against the letter of credit facility sublimit under the revolving credit facility, and $120.0 of additional availability under our accounts receivable securitization facility. During the three months ended June 30, 2024, no shares of our common stock were sold under our at-the-market equity offering program, of which $232.5 million remains available. As of June 30, 2024, the maximum number of shares of our common stock that could be required to be issued on
3

conversion of the outstanding shares of the Series A Preferred Stock was approximately 7.8 million shares. Total indebtedness as of June 30, 2024 was $2.5 billion, excluding $19.2 million of deferred financing costs, and includes a $400.0 million term loan, $1.7 billion of senior unsecured notes, $450 million of senior secured notes, and $30.0 million of borrowings under our accounts receivable securitization facility.

Conference Call
We will host a conference call to discuss the results on August 6, 2024, at 4:30 p.m. Eastern Time. The conference call numbers are 833-470-1428 (U.S. callers) and 404-975-4839 (International callers) and the passcode for both is 988725. Live and replay versions of the conference call will be webcast in the Investor Relations section of our website, www.outfront.com.

Supplemental Materials
In addition to this press release, we have provided a supplemental investor presentation which can be viewed on our website, www.outfront.com.

About OUTFRONT Media Inc.
OUTFRONT leverages the power of technology, location and creativity to connect brands with consumers outside of their homes through one of the largest and most diverse sets of billboard, transit, and mobile assets in the United States. Through its technology platform, OUTFRONT will fundamentally change the ways advertisers engage audiences on-the-go.
Contacts:
InvestorsMedia
Stephan BissonCourtney Richards
Investor RelationsPR & Events Specialist
(212) 297-6573(646) 876-9404
stephan.bisson@outfront.comcourtney.richards@outfront.com

Non-GAAP Financial Measures
In addition to the results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) provided throughout this document, this document and the accompanying tables include non-GAAP financial measures as described below. We calculate organic revenues as reported revenues excluding revenues associated with the impact of the Transaction and the impact of foreign currency exchange rates (“non-organic revenues”). We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items. Our management believes organic revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. We calculate and define "Adjusted OIBDA" as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation and impairment charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates. When used herein, references to “FFO” and “AFFO” mean “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively. We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income (loss) attributable to OUTFRONT Media Inc. adjusted to exclude gains and losses from the sale of real estate assets, impairment charges, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the same adjustments for our equity-based investments and non-controlling interests, as well as the related income tax effect of adjustments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, impairment charges on non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our non-controlling interests, along with the non-cash portion of income taxes, and the related income tax effect of
4

adjustments, as applicable. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other real estate investment trusts ("REITs"). Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs. Since organic revenues, Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, revenues, operating income (loss) and net income (loss) attributable to OUTFRONT Media Inc., the most directly comparable GAAP financial measures, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

Please see Exhibits 4-6 of this release for a reconciliation of the above non-GAAP financial measures to the most directly comparable GAAP financial measures.

Cautionary Statement Regarding Forward-Looking Statements
We have made statements in this document that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates,” “forecast” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our capital resources, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: declines in advertising and general economic conditions; the severity and duration of pandemics, and the impact on our business, financial condition and results of operations; competition; government regulation; our ability to operate our digital display platform; losses and costs resulting from recalls and product liability, warranty and intellectual property claims; our ability to obtain and renew key municipal contracts on favorable terms; taxes, fees and registration requirements; decreased government compensation for the removal of lawful billboards; content-based restrictions on outdoor advertising; seasonal variations; acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations; dependence on our management team and other key employees; experiencing a cybersecurity incident; changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies; asset impairment charges for our long-lived assets and goodwill; environmental, health and safety laws and regulations; expectations relating to environmental, social and governance considerations; our substantial indebtedness; restrictions in the agreements governing our indebtedness; incurrence of additional debt; interest rate risk exposure from our variable-rate indebtedness; our ability to generate cash to service our indebtedness; cash available for distributions; hedging transactions; the ability of our board of directors to cause us to issue additional shares of stock without common stockholder approval; certain provisions of Maryland law may limit the ability of a third party to acquire control of us; our rights and the rights of our stockholders to take action against our directors and officers are limited; our failure to remain qualified to be taxed as a REIT; REIT distribution requirements; availability of external sources of capital; we may face other tax liabilities even if we remain qualified to be taxed as a REIT; complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive investments or business opportunities; our ability to contribute certain contracts to a taxable REIT subsidiary (“TRS”); our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT; REIT ownership limits; complying with REIT requirements may limit our ability to hedge effectively; failure to meet the REIT income tests as a result of receiving non-qualifying income; the Internal Revenue Service may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; establishing operating partnerships as part of our REIT structure; and other factors described in our filings with the Securities and Exchange Commission (the "SEC"), including but not limited to the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024. All forward-looking statements in this document apply as of the date of this document or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

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EXHIBITS

Exhibit 1: CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) See Notes on Page 14
Three Months EndedSix Months Ended
June 30,June 30,
(in millions, except per share amounts)2024202320242023
Revenues:
Billboard$373.4 $371.6 $702.2 $692.2 
Transit and other103.9 97.2 183.6 172.4 
Total revenues477.3 468.8 885.8 864.6 
Expenses:
Operating239.8 245.9 478.5 481.4 
Selling, general and administrative119.1 108.6 229.6 216.5 
Net (gain) loss on dispositions(155.2)(0.1)(155.1)0.2 
Impairment charges8.8 511.4 17.9 511.4 
Depreciation18.4 19.7 36.9 39.8 
Amortization17.3 21.5 34.9 43.3 
Total expenses248.2 907.0 642.7 1,292.6 
Operating income (loss)229.1 (438.2)243.1 (428.0)
Interest expense, net(41.1)(39.7)(82.5)(77.4)
Loss on extinguishment of debt(1.2)— (1.2)— 
Other income, net1.1 0.2 1.1 0.2 
Income (loss) before provision for income taxes and equity in earnings of investee companies187.9 (477.7)160.5 (505.2)
Provision for income taxes(11.1)(0.4)(10.6)(0.8)
Equity in earnings of investee companies, net of tax0.2 (0.3)— (1.1)
Net income (loss) before allocation to non-controlling interests177.0 (478.4)149.9 (507.1)
Net income attributable to non-controlling interests0.2 0.5 0.3 0.7 
Net income (loss) attributable to OUTFRONT Media Inc.$176.8 $(478.9)$149.6 $(507.8)
Net income (loss) per common share:
Basic$1.05 $(2.92)$0.88 $(3.11)
Diluted$1.01 $(2.92)$0.86 $(3.11)
Weighted average shares outstanding:
Basic165.9 165.0 165.7 164.8 
Diluted174.5 165.0 174.2 164.8 

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Exhibit 2: CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited) See Notes on Page 14
As of
(in millions)June 30,
2024		December 31,
2023
Assets:
Current assets:
Cash and cash equivalents$49.6 $36.0 
Receivables, less allowance ($18.6 in 2024 and $17.2 in 2023)274.5 287.6 
Prepaid lease and franchise costs3.2 4.5 
Other prepaid expenses12.8 19.2 
Assets held for sale— 34.6 
Other current assets12.9 15.7 
Total current assets353.0 397.6 
Property and equipment, net 656.6 657.8 
Goodwill2,006.4 2,006.4 
Intangible assets666.2 695.4 
Operating lease assets1,550.9 1,591.9 
Assets held for sale— 214.3 
Other assets19.1 19.5 
Total assets$5,252.2 $5,582.9 
Liabilities:
Current liabilities:
Accounts payable$43.1 $55.5 
Accrued compensation38.7 41.4 
Accrued interest34.9 34.2 
Accrued lease and franchise costs67.5 80.0 
Other accrued expenses54.6 56.2 
Deferred revenues44.3 37.7 
Short-term debt30.0 65.0 
Short-term operating lease liabilities181.7 180.9 
Liabilities held for sale— 24.1 
Other current liabilities29.7 18.0 
Total current liabilities524.5 593.0 
Long-term debt, net2,480.2 2,676.5 
Asset retirement obligation 33.4 33.0 
Operating lease liabilities1,382.9 1,417.4 
Liabilities held for sale— 90.9 
Other liabilities42.9 42.0 
Total liabilities4,463.9 4,852.8 
Commitments and contingencies
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 issued and outstanding)
119.8 119.8 
Stockholders’ equity:
Common stock (2024 - 450.0 shares authorized, and 166.0 shares issued and outstanding; 2023 - 450.0 shares authorized, and 165.1 issued and outstanding)
1.7 1.7 
Additional paid-in capital2,439.3 2,432.2 
Distribution in excess of earnings(1,775.8)(1,821.1)
Accumulated other comprehensive loss(0.3)(5.8)
Total stockholders’ equity664.9 607.0 
Non-controlling interests3.6 3.3 
Total equity788.3 730.1 
Total liabilities and equity$5,252.2 $5,582.9 
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Exhibit 3: CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) See Notes on Page 14
Six Months Ended
June 30,
(in millions)20242023
Operating activities:
Net income (loss) attributable to OUTFRONT Media Inc.$149.6 $(507.8)
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
Net income attributable to non-controlling interests0.3 0.7 
Depreciation and amortization71.8 83.1 
Deferred tax provision (benefit)(1.2)0.1 
Stock-based compensation14.8 15.7 
Provision for doubtful accounts2.2 0.7 
Accretion expense1.5 1.5 
Net (gain) loss on dispositions(155.1)0.2 
Impairment charges— 511.4 
Loss on extinguishment of debt1.2 — 
Equity in earnings of investee companies, net of tax— 1.1 
Distributions from investee companies0.8 0.8 
Amortization of deferred financing costs and debt discount and premium3.1 3.4 
Change in assets and liabilities, net of investing and financing activities:
Decrease in receivables11.0 22.3 
Increase in prepaid MTA equipment deployment costs— (21.8)
Increase in prepaid expenses and other current assets3.8 1.3 
Decrease in accounts payable and accrued expenses(26.8)(40.5)
Increase in operating lease assets and liabilities8.6 8.9 
Increase in deferred revenues6.6 12.7 
Increase (decrease) in income taxes10.6 (4.8)
Decrease in assets and liabilities held for sale, net(2.1)— 
Other, net0.9 (1.3)
Net cash flow provided by operating activities
101.6 87.7 
Investing activities:
Capital expenditures(42.3)(44.9)
Acquisitions(7.6)(27.4)
MTA franchise rights— 0.6 
Net proceeds from dispositions309.4 0.2 
Net cash flow used for investing activities
259.5 (71.5)
Financing activities:
Repayments of long-term debt borrowings(200.0)— 
Proceeds from borrowings under short-term debt facilities95.0 105.0 
Repayments of borrowings under short-term debt facilities(130.0)— 
Payments of deferred financing costs(0.2)(3.7)
Taxes withheld for stock-based compensation(7.5)(12.3)
Dividends(104.4)(103.7)
Net cash flow used for financing activities(347.1)(14.7)
8


Exhibit 3: CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited) See Notes on Page 14
Six Months Ended
June 30,
(in millions)20242023
Effect of exchange rate changes on cash and cash equivalents
(0.4)0.3 
Net increase in cash and cash equivalents
13.6 1.8 
Cash and cash equivalents at beginning of period36.0 40.4 
Cash and cash equivalents at end of period$49.6 $42.2 
Supplemental disclosure of cash flow information:
Cash paid for income taxes
$1.2 $5.5 
Cash paid for interest
79.9 74.4 
Non-cash investing and financing activities:
Accrued purchases of property and equipment
7.4 3.9 
Accrued MTA franchise rights— 2.9 
Taxes withheld for stock-based compensation0.2 0.1 

9

Exhibit 4: SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION
(Unaudited) See Notes on Page 14
Three Months Ended June 30, 2024
(in millions, except percentages)U.S. MediaOtherCorporateConsolidated
Revenues:
Billboard$360.2 $13.2 $— $373.4 
Transit and other100.7 3.2 — 103.9 
Total revenues$460.9 $16.4 $— $477.3 
Organic revenues(a):
Billboard$360.2 $— $— $360.2 
Transit and other100.7 0.1 — 100.8 
 Total organic revenues(a)
$460.9 $0.1 $— $461.0 
Non-organic revenues(b):
Billboard$— $13.2 $— $13.2 
Transit and other— 3.1 — 3.1 
Total non-organic revenues(b)
$— $16.3 $— $16.3 
Operating income (loss)$95.9 $156.9 $(23.7)$229.1 
Net (gain) loss on dispositions0.1 (155.3)— (155.2)
Impairment charges8.8 — — 8.8 
Depreciation and amortization35.7 — — 35.7 
Stock-based compensation— — 7.6 7.6 
Adjusted OIBDA$140.5 $1.6 $(16.1)$126.0 
Adjusted OIBDA margin30.5 %9.8 %*26.4 %
Capital expenditures$18.5 $5.4 $— $23.9 
Three Months Ended June 30, 2023
(in millions, except percentages)U.S. MediaOtherCorporateConsolidated
Revenues:
Billboard$352.2 $19.4 $— $371.6 
Transit and other90.8 6.4 — 97.2 
Total revenues$443.0 $25.8 $— $468.8 
Organic revenues(a):
Billboard$352.2 $— $— $352.2 
Transit and other90.8 1.9 — 92.7 
 Total organic revenues(a)
$443.0 $1.9 $— $444.9 
Non-organic revenues(b):
Billboard$— $19.4 $— $19.4 
Transit and other— 4.5 — 4.5 
Total non-organic revenues(b)
$— $23.9 $— $23.9 
Operating income (loss)$(420.9)$3.2 $(20.5)$(438.2)
Impairment charges511.4 — — 511.4 
Net gain on dispositions(0.1)— — (0.1)
Depreciation and amortization37.7 3.5 — 41.2 
Stock-based compensation— — 7.9 7.9 
Adjusted OIBDA$128.1 $6.7 $(12.6)$122.2 
Adjusted OIBDA margin28.9 %26.0 %*26.1 %
Capital expenditures$19.6 $2.7 $— $22.3 
10

Six Months Ended June 30, 2024
(in millions, except percentages)U.S. MediaOtherCorporateConsolidated
Revenues:
Billboard$674.1 $28.1 $— $702.2 
Transit and other176.4 7.2 — 183.6 
Total revenues$850.5 $35.3 $— $885.8 
Organic revenues(a):
Billboard$674.1 $— $— $674.1 
Transit and other176.4 0.4 — 176.8 
 Total organic revenues(a)
$850.5 $0.4 $— $850.9 
Non-organic revenues(b):
Billboard$— $28.1 $— $28.1 
Transit and other— 6.8 — 6.8 
Total non-organic revenues(b)
$— $34.9 $— $34.9 
Operating income (loss)$132.4 $157.8 $(47.1)$243.1 
Net (gain) loss on dispositions0.2 (155.3)— (155.1)
Impairment charges17.9 — — 17.9 
Depreciation and amortization71.8 — — 71.8 
Stock-based compensation— — 14.8 14.8 
Adjusted OIBDA$222.3 $2.5 $(32.3)$192.5 
Adjusted OIBDA margin26.1 %7.1 %*21.7 %
Capital expenditures$36.1 $6.2 $— $42.3 
Six Months Ended June 30, 2023
(in millions, except percentages)U.S. MediaOtherCorporateConsolidated
Revenues:
Billboard$658.3 $33.9 $— $692.2 
Transit and other161.1 11.3 — 172.4 
Total revenues$819.4 $45.2 $— $864.6 
Organic revenues(a)
Billboard$658.3 $— $— $658.3 
Transit and other161.1 3.7 — 164.8 
 Total organic revenues(a)
$819.4 $3.7 $— $823.1 
Non-organic revenues(b):
Billboard$— $33.9 $— $33.9 
Transit and other— 7.6 — 7.6 
Total non-organic revenues(b)
$— $41.5 $— $41.5 
Operating income (loss)$(387.6)$0.9 $(41.3)$(428.0)
Net loss on dispositions0.2 — — 0.2 
Impairment charges511.4 — — 511.4 
Depreciation and amortization76.2 6.9 — 83.1 
Stock-based compensation— — 15.7 15.7 
Adjusted OIBDA$200.2 $7.8 $(25.6)$182.4 
Adjusted OIBDA margin24.4 %17.3 %*21.1 %
Capital expenditures$41.6 $3.3 $— $44.9 


11

Exhibit 5: SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES
(Unaudited) See Notes on Page 14
Three Months EndedSix Months Ended
June 30,June 30,
(in millions)2024202320242023
Net income (loss) attributable to OUTFRONT Media Inc.$176.8 $(478.9)$149.6 $(507.8)
Depreciation of billboard advertising structures13.5 15.1 27.1 30.2 
Amortization of real estate-related intangible assets15.9 18.1 32.0 36.4 
Amortization of direct lease acquisition costs16.0 15.0 29.1 27.4 
Net (gain) loss on disposition of real estate assets (155.2)(0.1)(155.1)0.2 
Impairment charges(c)
6.4 371.1 13.1 371.1 
Adjustment related to non-controlling interests(0.1)(0.1)(0.2)(0.2)
Income tax effect of adjustments(d)
10.5 — 10.5 — 
FFO attributable to OUTFRONT Media Inc.$83.8 $(59.8)$106.1 $(42.7)
Non-cash portion of income taxes(0.5)(1.5)(1.1)(4.7)
Cash paid for direct lease acquisition costs(13.4)(14.6)(28.7)(31.1)
Maintenance capital expenditures(7.7)(7.7)(12.4)(16.5)
Other depreciation4.9 4.6 9.8 9.6 
Other amortization1.4 3.4 2.9 6.9 
Impairment charges on non-real estate assets(c)(e)
2.4 140.3 4.8 140.3 
Stock-based compensation7.6 7.9 14.8 15.7 
Non-cash effect of straight-line rent2.9 2.9 6.0 4.4 
Accretion expense0.7 0.7 1.5 1.5 
Amortization of deferred financing costs
1.5 1.8 3.1 3.4 
Loss on extinguishment of debt1.2 — 1.2 — 
AFFO attributable to OUTFRONT Media Inc.$84.8 $78.0 $108.0 $86.8 
12


Exhibit 6: SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES
(Unaudited) See Notes on Page 14
Three Months EndedSix Months Ended
June 30,June 30,
(in millions)2024202320242023
Adjusted OIBDA$126.0 $122.2 $192.5 $182.4 
Interest expense, net, less amortization of deferred financing costs
(39.6)(37.9)(79.4)(74.0)
Cash paid for income taxes(1.1)(1.9)(1.2)(5.5)
Direct lease acquisition costs2.6 0.4 0.4 (3.7)
Maintenance capital expenditures
(7.7)(7.7)(12.4)(16.5)
Equity in earnings of investee companies, net of tax0.2 (0.3)— (1.1)
Non-cash effect of straight-line rent2.9 2.9 6.0 4.4 
Accretion expense0.7 0.7 1.5 1.5 
Other income, net1.1 0.2 1.1 0.2 
Adjustment related to non-controlling interests(0.3)(0.6)(0.5)(0.9)
AFFO attributable to OUTFRONT Media Inc.$84.8 $78.0 $108.0 $86.8 

Exhibit 7: OPERATING EXPENSES
(Unaudited) See Notes on Page 14
Three Months EndedSix Months Ended
June 30,%June 30,%
(in millions, except percentages)20242023Change20242023Change
Operating expenses:
Billboard property lease(f)
$122.2 $128.3 (4.8)%$243.9 $249.5 (2.2)%
Transit franchise60.5 61.0 (0.8)119.5 120.6 (0.9)
Posting, maintenance and other57.1 56.6 0.9 115.1 111.3 3.4 
Total operating expenses$239.8 $245.9 (2.5)$478.5 $481.4 (0.6)

Exhibit 8: EXPENSES BY SEGMENT
(Unaudited) See Notes on Page 14
Three Months EndedSix Months Ended
June 30,%June 30,%
(in millions, except percentages)20242023Change20242023Change
U.S. Media:
Operating expenses(f)
$230.6 $232.5 (0.8)%$456.8 $455.1 0.4 %
SG&A expenses89.8 82.4 9.0 171.4 164.1 4.4 
Other:
Operating expenses9.2 13.4 (31.3)21.7 26.3 (17.5)
SG&A expenses5.6 5.7 (1.8)11.1 11.1 — 

13


NOTES TO EXHIBITS

PRIOR PERIOD PRESENTATION CONFORMS TO CURRENT REPORTING CLASSIFICATIONS.

(a)Organic revenues exclude revenues associated with the impact of the sale of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of our outdoor advertising business in Canada, and the impact of foreign currency exchange rates (“non-organic revenues”).
(b)In the three and six months ended June 30, 2024, non-organic revenues reflect the impact of the Transaction. In the three and six months ended June 30, 2023, non-organic revenues reflect the impact of the Transaction and the impact of foreign currency exchange rates.
(c)Impairment charges related to the long-term outlook of our U.S. Transit and Other reporting unit.
(d)Income tax effect related to Net gain on disposition of real estate assets.
(e)In 2023, also includes an impairment charge related to an other-than-temporary decline in fair value of a cost-method investment.
(f)Includes an out-of-period adjustment of $5.2 million recorded in the six months ended June 30, 2023, related to variable billboard property lease expenses.

* Calculation not meaningful.
14


Exhibit 99.2
image0a03a.gif


OUTFRONT Media Announces Quarterly Dividend


New York, August 6, 2024 — OUTFRONT Media Inc. (NYSE: OUT) announced today that its board of directors has declared a quarterly cash dividend on the Company's common stock of $0.30 per share payable on September 27, 2024, to shareholders of record at the close of business on September 6, 2024.


About OUTFRONT Media Inc.
OUTFRONT leverages the power of technology, location and creativity to connect brands with consumers outside of their homes through one of the largest and most diverse sets of billboard, transit, and mobile assets in the United States. Through its technology platform, OUTFRONT will fundamentally change the ways advertisers engage audiences on-the-go.


Contacts:
InvestorsMedia
Stephan BissonCourtney Richards
Investor RelationsPR & Events Specialist
(212) 297-6573(646) 876-9404
stephan.bisson@outfront.comcourtney.richards@outfront.com

                        
                    
                    
        



v3.24.2.u1
Cover Page
Aug. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 06, 2024
Exact name of registrant as specified in its charter OUTFRONT Media Inc.
State or other jurisdiction of incorporation MD
Commission File Number 001-36367
I.R.S. Employer Identification Number 46-4494703
Entity Address, Address Line One 90 Park Avenue, 9th Floor
Entity Address, City or Town New York,
Entity Address, State or Province NY
Zip Code 10016
City Area Code 212
Registrant's telephone number 297-6400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01, par value
Trading Symbol OUT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001579877
Amendment Flag false
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