Revenues of $454.8
million
Operating income of $58.6 million
Net income attributable to OUTFRONT Media
Inc. of $17.0 million
Adjusted OIBDA of $116.9 million
AFFO attributable to OUTFRONT Media Inc. of
$75.7 million
Quarterly dividend of $0.30 per share, payable December 29,
2023
NEW
YORK, Nov. 2, 2023 /PRNewswire/ -- OUTFRONT
Media Inc. (NYSE: OUT) today reported results for the quarter ended
September 30, 2023.
"As expected, third quarter revenues were up slightly as a
result of higher billboard revenues and strength in our local
business," said Jeremy Male,
Chairman and Chief Executive Officer of OUTFRONT Media. "We were
also pleased to recently announce an agreement for the strategic
sale of our Canadian business to Bell Media, which will provide us
with additional financial flexibility as we move towards 2024."
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
$ in Millions,
except per share amounts
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Revenues
|
|
$454.8
|
|
$453.7
|
|
$1,319.4
|
|
$1,277.4
|
Organic
revenues
|
|
454.8
|
|
453.1
|
|
1,308.5
|
|
1,267.4
|
Operating income
(loss)
|
|
58.6
|
|
74.3
|
|
(369.4)
|
|
182.7
|
Adjusted
OIBDA
|
|
116.9
|
|
123.2
|
|
299.3
|
|
318.7
|
Net income (loss)
before allocation to non-controlling interests
|
|
16.7
|
|
41.1
|
|
(490.4)
|
|
89.6
|
Net income
(loss)1
|
|
17.0
|
|
40.8
|
|
(490.8)
|
|
88.7
|
Net income (loss)
per share1,2,3
|
|
$0.09
|
|
$0.23
|
|
($3.02)
|
|
$0.49
|
Funds From
Operations (FFO)1
|
|
73.4
|
|
88.0
|
|
30.7
|
|
222.2
|
Adjusted FFO
(AFFO)1
|
|
75.7
|
|
86.5
|
|
162.5
|
|
215.2
|
Shares
outstanding3
|
|
165.2
|
|
164.6
|
|
164.9
|
|
160.7
|
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.
|
Third Quarter 2023 Results
Consolidated
Reported revenues of $454.8 million increased $1.1 million, or 0.2%, for the third quarter of
2023 as compared to the same prior-year period. Organic revenues of
$454.8 million increased $1.7 million, or 0.4%.
Reported billboard revenues of $363.6
million increased $8.6
million, or 2.4%, due primarily to an increase in average
revenue per display (yield), and the impact of new and lost
billboards in the period, including acquisitions. Organic billboard
revenues of $363.6 million increased
$9.1 million, or 2.6%.
Reported transit and other revenues of $91.2 million decreased $7.5 million, or 7.6%, due primarily to a
decrease in average revenue per display (yield), partially offset
by the impact of a new transit franchise contract. Organic transit
and other revenues of $91.2 million
decreased $7.4 million, or 7.5%.
Total operating expenses of $239.8
million increased $7.2
million, or 3.1%, due primarily to higher billboard property
lease expenses and higher guaranteed minimum annual payments to the
New York Metropolitan Transportation Authority (the "MTA"),
partially offset by a decline in non-MTA transit franchise costs.
Selling, General and Administrative expenses ("SG&A") of
$105.3 million decreased $1.2 million, or 1.1%, primarily due to lower
compensation-related expenses, partially offset by a higher
provision for doubtful accounts, higher professional fees, rent
related to new offices, and the impact of market fluctuations on an
unfunded equity-linked retirement plan.
Adjusted OIBDA of $116.9 million
decreased $6.3 million, or 5.1%,
compared to the same prior-year period.
Segment Results
U.S. Media
Reported revenues of
$428.7 million increased $0.7 million, or 0.2%, due primarily to higher
billboard revenues. Billboard revenues increased 2.6% and Transit
and other revenues decreased 8.6%. Organic revenues increased
$0.7 million, or 0.2%.
Operating expenses increased $7.1 million, or 3.2%, primarily driven by higher
variable billboard property lease expenses, the impact of new
locations, including through acquisitions, and higher guaranteed
minimum annual payments to the MTA, partially offset by a decline
in non-MTA transit franchise costs. SG&A expenses increased
$1.6 million, or 2.0%, primarily
driven by a higher provision for doubtful accounts and higher
professional fees, partially offset by lower compensation-related
expenses.
Adjusted OIBDA of $120.2
million decreased $8.0
million, or 6.2%, compared to the same prior-year
period.
Other
Reported revenues of
$26.1 million increased $0.4 million, or 1.6%, due primarily to the
impact of new billboards in the period, partially offset by the
impact of foreign currency exchange rates and a decrease in average
revenue per display (yield) as we have experienced decreases in
overall demand for our services during the quarter. Organic
revenues increased $1.0 million, or
4.0%.
Operating expenses increased $0.1 million, or 0.7%, due primarily to higher
expenses in Canada, partially
offset by the impact of foreign currency exchange rates. SG&A
expenses decreased $0.2 million, or
3.4%, driven primarily by the impact of foreign currency exchange
rates, partially offset by higher expenses in Canada.
Adjusted OIBDA of $6.3
million increased $0.5
million, or 8.6%, compared to the same prior-year
period.
Corporate
Corporate costs,
excluding stock-based compensation, decreased $1.2 million, or 11.1%, to $9.6 million, due primarily to lower
compensation-related expenses, partially offset by the impact of
market fluctuations on an equity-linked retirement plan offered by
the Company to certain employees.
Impairment Charges
As previously disclosed, we
recorded impairment charges in the second quarter of 2023 with
respect to our U.S. Transit and Other reporting unit, primarily
representing an impairment charge related to our MTA asset group.
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 $12.1 million in
the third quarter of 2023, representing additional MTA equipment
deployment cost spending during the quarter.
Interest Expense
Net interest expense in the third
quarter of 2023 was $40.2 million,
including amortization of deferred financing costs of $1.6 million, as compared to $33.6 million in the same prior-year period,
including amortization of deferred financing costs of $1.6 million. The increase was due primarily to
higher interest rates compared to the same prior-year period and a
higher average debt balance. The weighted average cost of debt at
September 30, 2023 was 5.5% and at September 30, 2022 was
4.9%.
Income Taxes
The provision for income taxes was
$1.4 million compared to a benefit
for income taxes of $0.3 million in
the same prior-year period due primarily to a valuation allowance
against our U.S. TRS (as defined below). Cash paid for income taxes
in the nine months ended September 30,
2023 was $5.9 million.
Net Income Attributable to OUTFRONT Media Inc.
Net
income attributable to OUTFRONT Media Inc. decreased $23.8 million, or 58.3%, in the third quarter of
2023 compared to the same prior-year period. Diluted weighted
average shares outstanding were 165.2 million for the third quarter
of 2023 compared to 164.6 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 $0.09 in the third quarter of 2023 compared to
$0.23 in the same prior-year
period.
FFO & AFFO
FFO attributable to OUTFRONT Media Inc.
decreased $14.6 million, or 16.6%, in
the third quarter of 2023, compared to the same prior-year period,
due primarily to higher interest expense, lower Adjusted OIBDA and
impairment of non-real estate assets. AFFO attributable to OUTFRONT
Media Inc. decreased $10.8 million,
or 12.5%, in the third quarter of 2023, compared to the same
prior-year period, due primarily to higher interest expense and
lower Adjusted OIBDA.
Cash Flow & Capital Expenditures
Net cash flow
provided by operating activities decreased $25.6 million, or 14.6%, for the nine months
ended September 30, 2023, compared to the same prior-year
period. Total capital expenditures decreased $3.0 million, or 4.5%, to $63.6 million for the nine months ended
September 30, 2023, compared to the same prior-year
period.
Dividends
In the nine months ended September 30, 2023, we paid cash dividends of
$155.4 million, including
$148.8 million on our common stock
and vested restricted share units granted to employees and
$6.6 million on our Series A
Convertible Perpetual Preferred Stock (the "Series A Preferred
Stock"). We announced on November 2, 2023, that our board of
directors has approved a quarterly cash dividend on our common
stock of $0.30 per share payable on
December 29, 2023, to stockholders of record at the close of
business on December 1, 2023.
Balance Sheet and Liquidity
As of September 30,
2023, our liquidity position included unrestricted cash of
$44.4 million, $493.5 million of availability under our
$500.0 million revolving credit
facility, net of $6.5 million of
issued letters of credit against the letter of credit facility
sublimit under the revolving credit facility, and no availability
under our accounts receivable securitization facility. During the
three months ended September 30, 2023, 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 September 30, 2023, the maximum number of
shares of our common stock that could be required to be issued on
conversion of the outstanding shares of the Series A Preferred
Stock was approximately 7.8 million shares. Total indebtedness as
of September 30, 2023 was $2.8
billion, excluding $18.9
million of deferred financing costs, and includes a
$600.0 million term loan,
$2.1 billion of senior unsecured
notes and $150.0 million of
borrowings under our accounts receivable securitization
facility.
Conference Call
We will host a conference call to
discuss the results on November 2, 2023, at 4:30 p.m. Eastern Time. The conference call
numbers are 833-470-1428 (U.S. callers) and 646-904-5544
(International callers) and the passcode for both is 121771. 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 North America.
Through its technology platform, OUTFRONT will fundamentally change
the ways advertisers engage audiences on-the-go.
Contacts:
|
|
|
|
|
|
Investors
|
|
Media
|
Stephan
Bisson
|
|
Courtney
Richards
|
Investor
Relations
|
|
PR & Events
Specialist
|
(212)
297-6573
|
|
(646)
876-9404
|
stephan.bisson@outfront.com
|
|
courtney.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 a significant acquisition 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 certain non-cash items, including non-real
estate depreciation and amortization, impairment charges on
non-real estate assets, stock-based compensation expense, accretion
expense, the non-cash effect of straight-line rent, amortization of
deferred financing costs and the same adjustments for our
non-controlling interests, along with the non-cash portion of
income taxes, and the related income tax effect of adjustments, as
applicable. We use FFO and AFFO measures for managing our business
and for planning and forecasting future periods, and each is an
important indicator of our operational strength and business
performance, especially compared to other 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, including the current
heightened levels of inflation; the severity and duration of
pandemics, and the impact on our business, financial condition and
results of operations; competition; government regulation; our
ability to implement our digital display platform and deploy
digital advertising displays to our transit franchise partners;
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; diverse risks in our Canadian
business; 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,
2022, filed with the SEC on February
23, 2023. 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.
EXHIBITS
Exhibit 1:
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) See Notes on Page 14
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
|
September
30,
|
|
September
30,
|
(in millions, except
per share amounts)
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Revenues:
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
363.6
|
|
$
355.0
|
|
$
1,055.8
|
|
$
1,007.2
|
Transit and
other
|
|
91.2
|
|
98.7
|
|
263.6
|
|
270.2
|
Total
revenues
|
|
454.8
|
|
453.7
|
|
1,319.4
|
|
1,277.4
|
Expenses:
|
|
|
|
|
|
|
|
|
Operating
|
|
239.8
|
|
232.6
|
|
721.2
|
|
671.9
|
Selling, general and
administrative
|
|
105.3
|
|
106.5
|
|
321.8
|
|
311.8
|
Net loss on
dispositions
|
|
—
|
|
0.2
|
|
0.2
|
|
0.1
|
Impairment
charges
|
|
12.1
|
|
—
|
|
523.5
|
|
—
|
Depreciation
|
|
19.3
|
|
19.9
|
|
59.1
|
|
58.6
|
Amortization
|
|
19.7
|
|
20.2
|
|
63.0
|
|
52.3
|
Total
expenses
|
|
396.2
|
|
379.4
|
|
1,688.8
|
|
1,094.7
|
Operating income
(loss)
|
|
58.6
|
|
74.3
|
|
(369.4)
|
|
182.7
|
Interest expense,
net
|
|
(40.2)
|
|
(33.6)
|
|
(117.6)
|
|
(95.9)
|
Other income
(expense), net
|
|
(0.1)
|
|
(0.3)
|
|
0.1
|
|
(0.3)
|
Income (loss) before
benefit (provision) for income taxes and equity in earnings of
investee companies
|
|
18.3
|
|
40.4
|
|
(486.9)
|
|
86.5
|
Benefit (provision)
for income taxes
|
|
(1.4)
|
|
0.3
|
|
(2.2)
|
|
1.2
|
Equity in earnings of
investee companies, net of tax
|
|
(0.2)
|
|
0.4
|
|
(1.3)
|
|
1.9
|
Net income (loss)
before allocation to non-controlling interests
|
|
16.7
|
|
41.1
|
|
(490.4)
|
|
89.6
|
Net income (loss)
attributable to non-controlling interests
|
|
(0.3)
|
|
0.3
|
|
0.4
|
|
0.9
|
Net income (loss)
attributable to OUTFRONT Media Inc.
|
|
$
17.0
|
|
$
40.8
|
|
$
(490.8)
|
|
$
88.7
|
|
|
|
|
|
|
|
|
|
Net income (loss)
per common share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
0.09
|
|
$
0.24
|
|
$
(3.02)
|
|
$
0.49
|
Diluted
|
|
$
0.09
|
|
$
0.23
|
|
$
(3.02)
|
|
$
0.49
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
165.0
|
|
164.0
|
|
164.9
|
|
160.0
|
Diluted
|
|
165.2
|
|
164.6
|
|
164.9
|
|
160.7
|
Exhibit 2:
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited) See Notes on Page 14
|
|
|
As
of
|
(in
millions)
|
|
September
30,
2023
|
|
December
31,
2022
|
Assets:
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
44.4
|
|
$
40.4
|
Receivables, less
allowance ($17.8 in 2023 and $20.2 in 2022)
|
|
296.4
|
|
315.5
|
Prepaid lease and
franchise costs
|
|
5.7
|
|
9.1
|
Other prepaid
expenses
|
|
25.3
|
|
19.8
|
Other current
assets
|
|
9.2
|
|
5.6
|
Total current
assets
|
|
381.0
|
|
390.4
|
Property and equipment,
net
|
|
693.9
|
|
699.8
|
Goodwill
|
|
2,028.9
|
|
2,076.4
|
Intangible
assets
|
|
761.5
|
|
858.5
|
Operating lease
assets
|
|
1,657.3
|
|
1,562.6
|
Prepaid MTA equipment
deployment costs
|
|
—
|
|
363.2
|
Other assets
|
|
32.2
|
|
39.1
|
Total
assets
|
|
$
5,554.8
|
|
$
5,990.0
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
|
$
50.1
|
|
$
65.4
|
Accrued
compensation
|
|
42.0
|
|
68.0
|
Accrued
interest
|
|
18.7
|
|
31.1
|
Accrued lease and
franchise costs
|
|
72.8
|
|
64.9
|
Other accrued
expenses
|
|
53.2
|
|
47.6
|
Deferred
revenues
|
|
45.8
|
|
35.3
|
Short-term
debt
|
|
150.0
|
|
30.0
|
Short-term operating
lease liabilities
|
|
204.6
|
|
188.1
|
Other current
liabilities
|
|
19.8
|
|
21.2
|
Total current
liabilities
|
|
657.0
|
|
551.6
|
Long-term debt,
net
|
|
2,630.0
|
|
2,626.0
|
Deferred income tax
liabilities, net
|
|
15.0
|
|
15.2
|
Asset retirement
obligation
|
|
38.0
|
|
37.8
|
Operating lease
liabilities
|
|
1,459.6
|
|
1,369.0
|
Other
liabilities
|
|
41.5
|
|
41.2
|
Total
liabilities
|
|
4,841.1
|
|
4,640.8
|
|
|
|
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
|
|
|
Preferred stock (2023 -
50.0 shares authorized, and 0.1 shares of Series A Preferred
Stock
issued and outstanding; 2022 - 50.0 shares
authorized, and 0.1 shares issued and
outstanding)
|
|
119.8
|
|
119.8
|
Stockholders'
equity:
|
|
|
|
|
Common stock (2023 -
450.0 shares authorized, and 165.0 shares issued and
outstanding; 2022 - 450.0 shares authorized, and
164.2 issued and outstanding)
|
|
1.7
|
|
1.6
|
Additional paid-in
capital
|
|
2,426.7
|
|
2,416.3
|
Distribution in excess
of earnings
|
|
(1,829.8)
|
|
(1,183.4)
|
Accumulated other
comprehensive loss
|
|
(8.5)
|
|
(9.1)
|
Total stockholders'
equity
|
|
590.1
|
|
1,225.4
|
Non-controlling
interests
|
|
3.8
|
|
4.0
|
Total equity
|
|
713.7
|
|
1,349.2
|
Total liabilities
and equity
|
|
$
5,554.8
|
|
$
5,990.0
|
Exhibit 3:
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) See Notes on Page 14
|
|
|
Nine Months
Ended
|
|
|
September
30,
|
(in
millions)
|
|
2023
|
|
2022
|
Operating
activities:
|
|
|
|
|
Net income (loss)
attributable to OUTFRONT Media Inc.
|
|
$
(490.8)
|
|
$
88.7
|
Adjustments to
reconcile net income (loss) to net cash flow provided by operating
activities:
|
|
|
|
|
Net income
attributable to non-controlling interests
|
|
0.4
|
|
0.9
|
Depreciation and
amortization
|
|
122.1
|
|
110.9
|
Deferred tax
benefit
|
|
(0.3)
|
|
(4.2)
|
Stock-based
compensation
|
|
22.9
|
|
25.0
|
Provision for doubtful
accounts
|
|
4.0
|
|
2.7
|
Accretion
expense
|
|
2.3
|
|
2.1
|
Net loss on
dispositions
|
|
0.2
|
|
0.1
|
Impairment
charges
|
|
511.4
|
|
—
|
Equity in earnings of
investee companies, net of tax
|
|
1.3
|
|
(1.9)
|
Distributions from
investee companies
|
|
0.9
|
|
0.5
|
Amortization of
deferred financing costs and debt discount and premium
|
|
5.0
|
|
4.9
|
Change in assets and
liabilities, net of investing and financing activities:
|
|
|
|
|
Decrease in
receivables
|
|
15.2
|
|
3.3
|
Increase in prepaid
MTA equipment deployment costs
|
|
(21.8)
|
|
(61.1)
|
(Increase) decrease in
prepaid expenses and other current assets
|
|
(5.4)
|
|
1.8
|
Decrease in accounts
payable and accrued expenses
|
|
(37.2)
|
|
(16.2)
|
Increase in operating
lease assets and liabilities
|
|
14.6
|
|
5.7
|
Increase in deferred
revenues
|
|
10.5
|
|
12.5
|
Decrease in income
taxes
|
|
(3.4)
|
|
(0.2)
|
Other, net
|
|
(2.7)
|
|
(0.7)
|
Net cash flow
provided by operating activities
|
|
149.2
|
|
174.8
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
Capital
expenditures
|
|
(63.6)
|
|
(66.6)
|
Acquisitions
|
|
(30.7)
|
|
(278.9)
|
MTA franchise
rights
|
|
0.6
|
|
(6.8)
|
Net proceeds from
dispositions
|
|
0.3
|
|
1.3
|
Investment in investee
companies
|
|
—
|
|
(0.3)
|
Net cash flow used
for investing activities
|
|
(93.4)
|
|
(351.3)
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
Proceeds from
borrowings under short-term debt facilities
|
|
120.0
|
|
—
|
Payments of deferred
financing costs
|
|
(4.1)
|
|
(0.4)
|
Taxes withheld for
stock-based compensation
|
|
(12.4)
|
|
(10.9)
|
Dividends
|
|
(155.4)
|
|
(154.3)
|
Net cash flow used
for financing activities
|
|
(51.9)
|
|
(165.6)
|
|
|
|
|
|
Exhibit 3:
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited) See Notes on Page 14
|
|
|
Nine Months
Ended
|
|
|
September
30,
|
(in
millions)
|
|
2023
|
|
2022
|
Effect of exchange rate
changes on cash and cash equivalents
|
|
0.1
|
|
(1.2)
|
Net increase
(decrease) in cash and cash equivalents
|
|
4.0
|
|
(343.3)
|
Cash and cash
equivalents at beginning of period
|
|
40.4
|
|
424.8
|
Cash and cash
equivalents at end of period
|
|
$
44.4
|
|
$
81.5
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
Cash paid for income
taxes
|
|
$
5.9
|
|
$
3.1
|
Cash paid for
interest
|
|
126.3
|
|
104.9
|
|
|
|
|
|
Non-cash investing
and financing activities:
|
|
|
|
|
Accrued purchases of
property and equipment
|
|
4.6
|
|
4.4
|
Accrued MTA franchise
rights
|
|
2.9
|
|
3.1
|
Taxes withheld for
stock-based compensation
|
|
0.1
|
|
—
|
Exhibit 4:
SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL
INFORMATION
(Unaudited) See Notes on Page 14
|
|
|
Three Months Ended
September 30, 2023
|
(in millions, except
percentages)
|
|
U.S.
Media
|
|
Other
|
|
|
Corporate
|
|
Consolidated
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
344.0
|
|
$
19.6
|
|
|
$
—
|
|
$
363.6
|
Transit and
other
|
|
84.7
|
|
6.5
|
|
|
—
|
|
91.2
|
Total
revenues
|
|
$
428.7
|
|
$
26.1
|
|
|
$
—
|
|
$
454.8
|
Organic
revenues(a):
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
344.0
|
|
$
19.6
|
|
|
$
—
|
|
$
363.6
|
Transit and
other
|
|
84.7
|
|
6.5
|
|
|
—
|
|
91.2
|
Total organic
revenues(a)
|
|
$
428.7
|
|
$
26.1
|
|
|
$
—
|
|
$
454.8
|
Non-organic
revenues(b):
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
—
|
|
$
—
|
|
|
$
—
|
|
$
—
|
Transit and
other
|
|
—
|
|
—
|
|
|
—
|
|
—
|
Total non-organic
revenues(b)
|
|
$
—
|
|
$
—
|
|
|
$
—
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
Operating income
(loss)
|
|
$
72.7
|
|
$
2.7
|
|
|
$
(16.8)
|
|
$
58.6
|
Impairment
charges
|
|
12.1
|
|
—
|
|
|
—
|
|
12.1
|
Depreciation and
amortization
|
|
35.4
|
|
3.6
|
|
|
—
|
|
39.0
|
Stock-based
compensation
|
|
—
|
|
—
|
|
|
7.2
|
|
7.2
|
Adjusted
OIBDA
|
|
$
120.2
|
|
$
6.3
|
|
|
$
(9.6)
|
|
$
116.9
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA
margin
|
|
28.0 %
|
|
24.1 %
|
|
|
*
|
|
25.7 %
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$
16.4
|
|
$
2.3
|
|
|
$
—
|
|
$
18.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2022
|
(in millions, except
percentages)
|
|
U.S.
Media
|
|
Other
|
|
|
Corporate
|
|
Consolidated
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
335.3
|
|
$
19.7
|
|
|
$
—
|
|
$
355.0
|
Transit and
other
|
|
92.7
|
|
6.0
|
|
|
—
|
|
98.7
|
Total
revenues
|
|
$
428.0
|
|
$
25.7
|
|
|
$
—
|
|
$
453.7
|
Organic
revenues(a):
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
335.3
|
|
$
19.2
|
|
|
$
—
|
|
$
354.5
|
Transit and
other
|
|
92.7
|
|
5.9
|
|
|
—
|
|
98.6
|
Total organic
revenues(a)
|
|
$
428.0
|
|
$
25.1
|
|
|
$
—
|
|
$
453.1
|
Non-organic
revenues(b):
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
—
|
|
$
0.5
|
|
|
$
—
|
|
$
0.5
|
Transit and
other
|
|
—
|
|
0.1
|
|
|
—
|
|
0.1
|
Total non-organic
revenues(b)
|
|
$
—
|
|
$
0.6
|
|
|
$
—
|
|
$
0.6
|
|
|
|
|
|
|
|
|
|
|
Operating income
(loss)
|
|
$
91.3
|
|
$
2.4
|
|
|
$
(19.4)
|
|
$
74.3
|
Net loss on
dispositions
|
|
0.2
|
|
—
|
|
|
—
|
|
0.2
|
Depreciation and
amortization
|
|
36.7
|
|
3.4
|
|
|
—
|
|
40.1
|
Stock-based
compensation
|
|
—
|
|
—
|
|
|
8.6
|
|
8.6
|
Adjusted
OIBDA
|
|
$
128.2
|
|
$
5.8
|
|
|
$
(10.8)
|
|
$
123.2
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA
margin
|
|
30.0 %
|
|
22.6 %
|
|
|
*
|
|
27.2 %
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$
23.8
|
|
$
1.0
|
|
|
$
—
|
|
$
24.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2023
|
(in millions, except
percentages)
|
|
U.S.
Media
|
|
Other
|
|
|
Corporate
|
|
Consolidated
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
1,002.3
|
|
$
53.5
|
|
|
$
—
|
|
$
1,055.8
|
Transit and
other
|
|
245.8
|
|
17.8
|
|
|
—
|
|
263.6
|
Total
revenues
|
|
$
1,248.1
|
|
$
71.3
|
|
|
$
—
|
|
$
1,319.4
|
Organic
revenues(a):
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
991.4
|
|
$
53.5
|
|
|
$
—
|
|
$
1,044.9
|
Transit and
other
|
|
245.8
|
|
17.8
|
|
|
—
|
|
263.6
|
Total organic
revenues(a)
|
|
$
1,237.2
|
|
$
71.3
|
|
|
$
—
|
|
$
1,308.5
|
Non-organic
revenues(b):
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
10.9
|
|
$
—
|
|
|
$
—
|
|
$
10.9
|
Transit and
other
|
|
—
|
|
—
|
|
|
—
|
|
—
|
Total non-organic
revenues(b)
|
|
$
10.9
|
|
$
—
|
|
|
$
—
|
|
$
10.9
|
|
|
|
|
|
|
|
|
|
|
Operating income
(loss)
|
|
$
(314.9)
|
|
$
3.6
|
|
|
$
(58.1)
|
|
$
(369.4)
|
Net loss on
dispositions
|
|
0.2
|
|
—
|
|
|
—
|
|
0.2
|
Impairment
charges
|
|
523.5
|
|
—
|
|
|
—
|
|
523.5
|
Depreciation and
amortization
|
|
111.6
|
|
10.5
|
|
|
—
|
|
122.1
|
Stock-based
compensation
|
|
—
|
|
—
|
|
|
22.9
|
|
22.9
|
Adjusted
OIBDA
|
|
$
320.4
|
|
$
14.1
|
|
|
$
(35.2)
|
|
$
299.3
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA
margin
|
|
25.7 %
|
|
19.8 %
|
|
|
*
|
|
22.7 %
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$
58.0
|
|
$
5.6
|
|
|
$
—
|
|
$
63.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2022
|
(in millions, except
percentages)
|
|
U.S.
Media
|
|
Other
|
|
|
Corporate
|
|
Consolidated
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
950.8
|
|
$
56.4
|
|
|
$
—
|
|
$
1,007.2
|
Transit and
other
|
|
253.9
|
|
16.3
|
|
|
—
|
|
270.2
|
Total
revenues
|
|
$
1,204.7
|
|
$
72.7
|
|
|
$
—
|
|
$
1,277.4
|
Organic
revenues(a)
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
944.0
|
|
$
53.7
|
|
|
$
—
|
|
$
997.7
|
Transit and
other
|
|
253.9
|
|
15.8
|
|
|
—
|
|
269.7
|
Total organic
revenues(a)
|
|
$
1,197.9
|
|
$
69.5
|
|
|
$
—
|
|
$
1,267.4
|
Non-organic
revenues(b):
|
|
|
|
|
|
|
|
|
|
Billboard
|
|
$
6.8
|
|
$
2.7
|
|
|
$
—
|
|
$
9.5
|
Transit and
other
|
|
—
|
|
0.5
|
|
|
—
|
|
0.5
|
Total non-organic
revenues(b)
|
|
$
6.8
|
|
$
3.2
|
|
|
$
—
|
|
$
10.0
|
|
|
|
|
|
|
|
|
|
|
Operating income
(loss)
|
|
$
235.9
|
|
$
4.8
|
|
|
$
(58.0)
|
|
$
182.7
|
Net loss on
dispositions
|
|
0.1
|
|
—
|
|
|
—
|
|
0.1
|
Depreciation and
amortization
|
|
101.5
|
|
9.4
|
|
|
—
|
|
110.9
|
Stock-based
compensation
|
|
—
|
|
—
|
|
|
25.0
|
|
25.0
|
Adjusted
OIBDA
|
|
$
337.5
|
|
$
14.2
|
|
|
$
(33.0)
|
|
$
318.7
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA
margin
|
|
28.0 %
|
|
19.5 %
|
|
|
*
|
|
24.9 %
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$
64.1
|
|
$
2.5
|
|
|
$
—
|
|
$
66.6
|
|
|
|
|
|
|
|
|
|
|
Exhibit 5:
SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL
MEASURES
(Unaudited) See Notes on Page 14
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
|
September
30,
|
|
September
30,
|
(in
millions)
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Net income (loss)
attributable to OUTFRONT Media Inc.
|
|
$
17.0
|
|
$
40.8
|
|
$
(490.8)
|
|
$
88.7
|
Depreciation of
billboard advertising structures
|
|
14.6
|
|
14.4
|
|
44.8
|
|
42.0
|
Amortization of real
estate-related intangible assets
|
|
18.0
|
|
17.3
|
|
54.4
|
|
45.2
|
Amortization of direct
lease acquisition costs
|
|
15.0
|
|
15.4
|
|
42.4
|
|
46.4
|
Net loss on
disposition of real estate assets
|
|
—
|
|
0.2
|
|
0.2
|
|
0.1
|
Impairment
charges(c)
|
|
8.8
|
|
—
|
|
379.9
|
|
—
|
Adjustment related to
non-controlling interests
|
|
—
|
|
(0.1)
|
|
(0.2)
|
|
(0.2)
|
FFO attributable to
OUTFRONT Media Inc.
|
|
$
73.4
|
|
$
88.0
|
|
$
30.7
|
|
$
222.2
|
Non-cash portion of
income taxes
|
|
1.0
|
|
(0.5)
|
|
(3.7)
|
|
(4.3)
|
Cash paid for direct
lease acquisition costs
|
|
(12.5)
|
|
(13.7)
|
|
(43.6)
|
|
(42.7)
|
Maintenance capital
expenditures
|
|
(8.0)
|
|
(7.6)
|
|
(24.5)
|
|
(19.0)
|
Other
depreciation
|
|
4.7
|
|
5.5
|
|
14.3
|
|
16.6
|
Other
amortization
|
|
1.7
|
|
2.9
|
|
8.6
|
|
7.1
|
Impairment charges on
non-real estate assets(c)(d)
|
|
3.3
|
|
—
|
|
143.6
|
|
—
|
Stock-based
compensation
|
|
7.2
|
|
8.6
|
|
22.9
|
|
25.0
|
Non-cash effect of
straight-line rent
|
|
2.5
|
|
1.0
|
|
6.9
|
|
3.3
|
Accretion
expense
|
|
0.8
|
|
0.7
|
|
2.3
|
|
2.1
|
Amortization of
deferred financing costs
|
|
1.6
|
|
1.6
|
|
5.0
|
|
4.9
|
AFFO attributable to
OUTFRONT Media Inc.
|
|
$
75.7
|
|
$
86.5
|
|
$
162.5
|
|
$
215.2
|
Exhibit 6:
SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL
MEASURES
(Unaudited) See Notes on Page 14
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
|
September
30,
|
|
September
30,
|
(in
millions)
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Adjusted
OIBDA
|
|
$
116.9
|
|
$
123.2
|
|
$
299.3
|
|
$
318.7
|
Interest expense, net,
less amortization of deferred financing costs
|
|
(38.6)
|
|
(32.0)
|
|
(112.6)
|
|
(91.0)
|
Cash paid for income
taxes
|
|
(0.4)
|
|
(0.2)
|
|
(5.9)
|
|
(3.1)
|
Direct lease
acquisition costs
|
|
2.5
|
|
1.7
|
|
(1.2)
|
|
3.7
|
Maintenance capital
expenditures
|
|
(8.0)
|
|
(7.6)
|
|
(24.5)
|
|
(19.0)
|
Equity in earnings of
investee companies, net of tax
|
|
(0.2)
|
|
0.4
|
|
(1.3)
|
|
1.9
|
Non-cash effect of
straight-line rent
|
|
2.5
|
|
1.0
|
|
6.9
|
|
3.3
|
Accretion
expense
|
|
0.8
|
|
0.7
|
|
2.3
|
|
2.1
|
Other income
(expense), net
|
|
(0.1)
|
|
(0.3)
|
|
0.1
|
|
(0.3)
|
Adjustment related to
non-controlling interests
|
|
0.3
|
|
(0.4)
|
|
(0.6)
|
|
(1.1)
|
AFFO attributable to
OUTFRONT Media Inc.
|
|
$
75.7
|
|
$
86.5
|
|
$
162.5
|
|
$
215.2
|
Exhibit 7:
OPERATING EXPENSES (Unaudited) See Notes on
Page 14
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
%
|
|
September
30,
|
|
%
|
(in millions, except
percentages)
|
|
2023
|
|
2022
|
|
Change
|
|
2023
|
|
2022
|
|
Change
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Billboard property
lease(e)
|
|
$
124.2
|
|
$
114.4
|
|
8.6 %
|
|
$
373.7
|
|
$
334.2
|
|
11.8 %
|
Transit
franchise
|
|
59.5
|
|
59.8
|
|
(0.5)
|
|
180.1
|
|
172.9
|
|
4.2
|
Posting, maintenance
and other
|
|
56.1
|
|
58.4
|
|
(3.9)
|
|
167.4
|
|
164.8
|
|
1.6
|
Total operating
expenses
|
|
$
239.8
|
|
$
232.6
|
|
3.1
|
|
$
721.2
|
|
$
671.9
|
|
7.3
|
Exhibit 8:
EXPENSES BY SEGMENT (Unaudited) See Notes on
Page 14
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
%
|
|
September
30,
|
|
%
|
(in millions, except
percentages)
|
|
2023
|
|
2022
|
|
Change
|
|
2023
|
|
2022
|
|
Change
|
U.S. Media:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses(e)
|
|
$
225.6
|
|
$
218.5
|
|
3.2 %
|
|
$
680.7
|
|
$
630.1
|
|
8.0 %
|
SG&A
expenses
|
|
82.9
|
|
81.3
|
|
2.0
|
|
247.0
|
|
237.1
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
14.2
|
|
14.1
|
|
0.7
|
|
40.5
|
|
41.8
|
|
(3.1)
|
SG&A
expenses
|
|
5.6
|
|
5.8
|
|
(3.4)
|
|
16.7
|
|
16.7
|
|
—
|
NOTES TO
EXHIBITS
|
PRIOR PERIOD
PRESENTATION CONFORMS TO CURRENT REPORTING
CLASSIFICATIONS.
|
|
(a)
|
Organic revenues
exclude revenues associated with a significant acquisition and the
impact of foreign currency
exchange rates ("non-organic revenues").
|
(b)
|
In the nine months
ended September 30, 2023 and 2022, non-organic revenues reflect the
impact of a
significant acquisition. In the three and nine months ended
September 30, 2022, non-organic revenues reflect
the impact of foreign currency exchange rates.
|
(c)
|
Impairment charges
recorded in the second and third quarters of 2023 related to a
decline in the long-term
outlook of our U.S. Transit and Other reporting unit.
|
(d)
|
Impairment charge
related to an other-than-temporary decline in fair value of a
cost-method investment.
|
(e)
|
Includes an
out-of-period adjustment of $5.2 million recorded in the nine
months ended September 30, 2023,
related to variable billboard property lease expenses.
|
*
|
Calculation not
meaningful.
|
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SOURCE OUTFRONT Media Inc.