Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Quarterly period ended | Jun. 30, 2020 | |
Document Transition Report | false | |
Commission File Number | 001-36367 | |
Exact name of registrant as specified in its charter | OUTFRONT Media Inc. | |
State or other jurisdiction of incorporation or organization | MD | |
I.R.S. Employer Identification No. | 46-4494703 | |
Entity Address, Address Line One | 405 Lexington Avenue, 17th Floor | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Zip Code | 10174 | |
City Area Code | 212 | |
Registrant's telephone number, including area code | 297-6400 | |
Title of 12(b) Security | Common Stock, $0.01, par value | |
Trading Symbol | OUT | |
Security Exchange Name | NYSE | |
Filed all reports required to be filed by Section 13 or 15(d) | Yes | |
Entity Interactive Data Current | Yes | |
Entity filer category | Large Accelerated Filer | |
Entity Small Business | false | |
Emerging growth company | false | |
Entity Shell Company | false | |
Shares outstanding (shares) | 144,410,337 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Central Index Key | 0001579877 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position (Unaudited) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 647.8 | $ 59.1 |
Restricted cash | 1.8 | 1.8 |
Receivables, less allowance ($20.5 in 2020 and $12.1 in 2019) | 200 | 290 |
Prepaid lease and franchise costs | 6.6 | 8.6 |
Prepaid MTA equipment deployment costs | 4.1 | 55.4 |
Other prepaid expenses | 15 | 15.8 |
Other current assets | 12.4 | 5.1 |
Total current assets | 887.7 | 435.8 |
Noncurrent assets: | ||
Property and equipment, net | 657.8 | 666.2 |
Goodwill | 2,082.1 | 2,083.1 |
Intangible assets | 559.3 | 550.9 |
Operating lease assets | 1,452.3 | 1,457 |
Prepaid MTA equipment deployment costs | 195.7 | 116.1 |
Other assets | 52.2 | 73.2 |
Total assets | 5,887.1 | 5,382.3 |
Current liabilities: | ||
Accounts payable | 45.8 | 67.9 |
Accrued compensation | 25.6 | 56.1 |
Accrued interest | 27 | 26.4 |
Accrued lease and franchise costs | 48.2 | 55.3 |
Other accrued expenses | 34.3 | 34.2 |
Deferred revenues | 38.3 | 29 |
Short-term debt | 80 | 195 |
Short-term operating lease liabilities | 182.2 | 168.3 |
Other current liabilities | 26.3 | 17.8 |
Total current liabilities | 507.7 | 650 |
Noncurrent liabilities: | ||
Long-term debt, net | 2,618.4 | 2,222.1 |
Deferred income tax liabilities, net | 14.2 | 18 |
Asset retirement obligation | 35.2 | 35.1 |
Operating lease liabilities | 1,274.2 | 1,285.1 |
Other liabilities | 50.7 | 45.6 |
Total liabilities | 4,500.4 | 4,255.9 |
Commitments and contingencies | ||
Preferred stock (2020 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding; 2019- 50.0 shares authorized, and no shares issued and outstanding | 383.4 | 0 |
Stockholders’ equity: | ||
Common stock (2020 - 450.0 shares authorized, and 144.4 shares issued and outstanding; 2019 - 450.0 shares authorized, and 143.6 issued and outstanding) | 1.4 | 1.4 |
Additional paid-in capital | 2,078.8 | 2,074.7 |
Distribution in excess of earnings | (1,077.2) | (964.6) |
Accumulated other comprehensive loss | (26.9) | (17.7) |
Total stockholders' equity | 976.1 | 1,093.8 |
Non-controlling interests | 27.2 | 32.6 |
Total equity | 1,386.7 | 1,126.4 |
Total liabilities and equity | $ 5,887.1 | $ 5,382.3 |
Consolidated Statement of Finan
Consolidated Statement of Financial Position (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 20.5 | $ 12.1 |
Preferred stock authorized (shares) | 50,000,000 | 50,000,000 |
Series A Preferred Stock Issued (shares) | 400,000 | |
Series A Preferred Stock outstanding (shares) | 400,000 | |
Preferred stock issued (shares) | 0 | |
Preferred stock outstanding (shares) | 0 | |
Common stock authorized (shares) | 450,000,000 | 450,000,000 |
Common stock issued (shares) | 144,408,052 | 143,600,000 |
Common stock outstanding (shares) | 144,400,000 | 143,600,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Billboard | $ 188.5 | $ 305.8 | $ 459.4 | $ 556.8 |
Transit and other | 44.4 | 154.1 | 158.8 | 274.8 |
Total revenues | 232.9 | 459.9 | 618.2 | 831.6 |
Expenses: | ||||
Operating | 154 | 240.3 | 378.8 | 457.2 |
Selling, general and administrative | 62.4 | 81.5 | 141.9 | 154.8 |
Restructuring charges | 4.7 | 0 | 4.7 | 0.3 |
Net (gain) loss on dispositions | (5.2) | 0.4 | (5.3) | (1.1) |
Depreciation | 21.2 | 21.4 | 42.2 | 42.5 |
Amortization | 21.7 | 27.6 | 48 | 52.3 |
Total expenses | 258.8 | 371.2 | 610.3 | 706 |
Operating income (loss) | (25.9) | 88.7 | 7.9 | 125.6 |
Interest expense, net | (33.3) | (33.9) | (63.1) | (66.6) |
Other income, net | 0 | 0 | 0.2 | 0.1 |
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies | (59.2) | 54.8 | (55) | 59.1 |
Benefit (provision) for income taxes | 1.5 | (6.2) | 3.2 | (5.2) |
Equity in earnings of investee companies, net of tax | (0.3) | 1.7 | 0.1 | 2.5 |
Net income (loss) before allocation to non-controlling interests | (58) | 50.3 | (51.7) | 56.4 |
Net income (loss) attributable to non-controlling interests | (0.1) | 0 | 0.1 | 0 |
Net income (loss) attributable to OUTFRONT Media Inc. | $ (57.9) | $ 50.3 | $ (51.8) | $ 56.4 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ (0.44) | $ 0.35 | $ (0.40) | $ 0.39 |
Diluted (in dollars per share) | $ (0.44) | $ 0.35 | $ (0.40) | $ 0.39 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 144.4 | 142.3 | 144.1 | 141.5 |
Diluted (in shares) | 144.4 | 142.9 | 144.1 | 142 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) before allocation to non-controlling interests | $ (58) | $ 50.3 | $ (51.7) | $ 56.4 |
Net income (loss) attributable to non-controlling interests | (0.1) | 0 | 0.1 | 0 |
Net income (loss) attributable to OUTFRONT Media Inc. | (57.9) | 50.3 | (51.8) | 56.4 |
Other comprehensive income (loss), net of tax: | ||||
Cumulative translation adjustments | 4.4 | 4.6 | (6.1) | 7.2 |
Net actuarial gain (loss) | (0.2) | (0.1) | 0.5 | (0.1) |
Change in fair value of interest rate swap agreements | 0.7 | (2) | (3.6) | (2.8) |
Total other comprehensive income (loss), net of tax | 4.9 | 2.5 | (9.2) | 4.3 |
Total comprehensive income (loss) | $ (53) | $ 52.8 | $ (61) | $ 60.7 |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions | Total | Series A Preferred Stock | Common stock | Series A Preferred Stock | Common stock | Additional Paid-In Capital | Distribution in Excess of Earnings | Distribution in Excess of EarningsSeries A Preferred Stock | Distribution in Excess of EarningsCommon stock | Accumulated Other Comprehensive Loss | Noncontrolling Interest | At-The-Market Equity Offering Program | At-The-Market Equity Offering ProgramAdditional Paid-In Capital |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Cumulative effect of a new accounting standard | $ (24.8) | $ (24.8) | |||||||||||
Total equity, beginning of period at Dec. 31, 2018 | 1,145.3 | ||||||||||||
Shares of common stock, beginning balance at Dec. 31, 2018 | 140,200,000 | ||||||||||||
Total stockholders' equity, beginning balance at Dec. 31, 2018 | $ 1.4 | $ 1,995 | (871.6) | $ (22) | |||||||||
Total stockholders' equity, beginning balance at Dec. 31, 2018 | 1,102.8 | ||||||||||||
Non-controlling interests, beginning balance at Dec. 31, 2018 | $ 42.5 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) attributable to OUTFRONT Media Inc. | 56.4 | 56.4 | |||||||||||
Net income (loss) attributable to non-controlling interests | 0 | ||||||||||||
Net income (loss) before allocation to non-controlling interests | 56.4 | ||||||||||||
Other comprehensive income (loss) | 4.3 | 4.3 | |||||||||||
Other comprehensive income (loss) - total equity | 4.3 | ||||||||||||
Stock-based payments: Vested (shares) | 900,000 | ||||||||||||
Stock-based payments: Amortization | 10.8 | 10.8 | |||||||||||
Shares paid for tax withholding for stock-based payments (shares) | (400,000) | ||||||||||||
Shares paid for tax withholding for stock-based payments | (7.7) | (7.7) | |||||||||||
Class A equity interest redemptions (shares) | 400,000 | ||||||||||||
Class A equity interest redemptions | 8.9 | 8.9 | |||||||||||
Decrease in non-controlling interests due to redemptions | (8.9) | ||||||||||||
Shares issued under the ATM Program (shares) | 2,200,000 | ||||||||||||
Shares issued under the ATM Program | $ 50.8 | $ 50.8 | |||||||||||
Dividends | (103.9) | (103.9) | |||||||||||
Non-Controlling Interests - Other | 3.6 | ||||||||||||
Other | 0.1 | 0.1 | |||||||||||
Other | 3.7 | ||||||||||||
Shares of common stock, ending balance at Jun. 30, 2019 | 143,300,000 | ||||||||||||
Total stockholders' equity, ending balance at Jun. 30, 2019 | $ 1.4 | 2,057.9 | (943.9) | (17.7) | |||||||||
Total stockholders' equity, ending balance at Jun. 30, 2019 | 1,097.7 | ||||||||||||
Non-controlling interests, ending balance at Jun. 30, 2019 | 37.2 | ||||||||||||
Total equity, end of period at Jun. 30, 2019 | 1,134.9 | ||||||||||||
Total equity, beginning of period at Mar. 31, 2019 | 1,091.9 | ||||||||||||
Shares of common stock, beginning balance at Mar. 31, 2019 | 141,600,000 | ||||||||||||
Total stockholders' equity, beginning balance at Mar. 31, 2019 | $ 1.4 | 2,012 | (941.9) | (20.2) | |||||||||
Total stockholders' equity, beginning balance at Mar. 31, 2019 | 1,051.3 | ||||||||||||
Non-controlling interests, beginning balance at Mar. 31, 2019 | 40.6 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) attributable to OUTFRONT Media Inc. | 50.3 | 50.3 | |||||||||||
Net income (loss) attributable to non-controlling interests | 0 | ||||||||||||
Net income (loss) before allocation to non-controlling interests | 50.3 | ||||||||||||
Other comprehensive income (loss) | 2.5 | 2.5 | |||||||||||
Other comprehensive income (loss) - total equity | 2.5 | ||||||||||||
Stock-based payments: Amortization | 5.5 | 5.5 | |||||||||||
Class A equity interest redemptions (shares) | 300,000 | ||||||||||||
Class A equity interest redemptions | 6.1 | 6.1 | |||||||||||
Decrease in non-controlling interests due to redemptions | (6.1) | ||||||||||||
Shares issued under the ATM Program (shares) | 1,400,000 | ||||||||||||
Shares issued under the ATM Program | $ 34.3 | $ 34.3 | |||||||||||
Dividends | (52.3) | (52.3) | |||||||||||
Non-Controlling Interests - Other | 2.7 | ||||||||||||
Other | 0 | 0 | |||||||||||
Other | 2.7 | ||||||||||||
Shares of common stock, ending balance at Jun. 30, 2019 | 143,300,000 | ||||||||||||
Total stockholders' equity, ending balance at Jun. 30, 2019 | $ 1.4 | 2,057.9 | (943.9) | (17.7) | |||||||||
Total stockholders' equity, ending balance at Jun. 30, 2019 | 1,097.7 | ||||||||||||
Non-controlling interests, ending balance at Jun. 30, 2019 | 37.2 | ||||||||||||
Total equity, end of period at Jun. 30, 2019 | 1,134.9 | ||||||||||||
Series A Preferred Stock outstanding (shares), beginning balance at Dec. 31, 2019 | 0 | ||||||||||||
Series A Preferred Stock, beginning balance at Dec. 31, 2019 | 0 | $ 0 | |||||||||||
Total equity, beginning of period at Dec. 31, 2019 | $ 1,126.4 | ||||||||||||
Shares of common stock, beginning balance at Dec. 31, 2019 | 143,600,000 | 143,600,000 | |||||||||||
Total stockholders' equity, beginning balance at Dec. 31, 2019 | $ 1.4 | 2,074.7 | (964.6) | (17.7) | |||||||||
Total stockholders' equity, beginning balance at Dec. 31, 2019 | $ 1,093.8 | ||||||||||||
Non-controlling interests, beginning balance at Dec. 31, 2019 | 32.6 | 32.6 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) attributable to OUTFRONT Media Inc. | (51.8) | (51.8) | |||||||||||
Net income (loss) attributable to non-controlling interests | 0.1 | ||||||||||||
Net income (loss) before allocation to non-controlling interests | (51.7) | ||||||||||||
Other comprehensive income (loss) | (9.2) | (9.2) | |||||||||||
Other comprehensive income (loss) - total equity | (9.2) | ||||||||||||
Stock-based payments: Vested (shares) | 1,000,000 | ||||||||||||
Stock-based payments: Amortization | 11.9 | 11.9 | |||||||||||
Shares paid for tax withholding for stock-based payments (shares) | (400,000) | ||||||||||||
Shares paid for tax withholding for stock-based payments | (12.2) | (12.2) | |||||||||||
New share issues (shares) | 400,000 | ||||||||||||
New share issues | 383.4 | $ 383.4 | |||||||||||
Class A equity interest redemptions (shares) | 200,000 | ||||||||||||
Class A equity interest redemptions | $ 4.4 | 4.4 | |||||||||||
Decrease in non-controlling interests due to redemptions | (4.4) | ||||||||||||
Shares issued under the ATM Program (shares) | 0 | ||||||||||||
Dividends | $ (5.5) | $ (55.3) | $ (5.5) | $ (55.3) | |||||||||
Non-Controlling Interests - Other | (1.1) | ||||||||||||
Series A Preferred Stock outstanding (shares), ending balance at Jun. 30, 2020 | 400,000 | 400,000 | |||||||||||
Series A Preferred Stock, ending balance at Jun. 30, 2020 | $ 383.4 | $ 383.4 | |||||||||||
Shares of common stock, ending balance at Jun. 30, 2020 | 144,400,000 | 144,400,000 | |||||||||||
Total stockholders' equity, ending balance at Jun. 30, 2020 | $ 1.4 | 2,078.8 | (1,077.2) | (26.9) | |||||||||
Total stockholders' equity, ending balance at Jun. 30, 2020 | $ 976.1 | ||||||||||||
Non-controlling interests, ending balance at Jun. 30, 2020 | 27.2 | 27.2 | |||||||||||
Total equity, end of period at Jun. 30, 2020 | 1,386.7 | ||||||||||||
Series A Preferred Stock outstanding (shares), beginning balance at Mar. 31, 2020 | 0 | ||||||||||||
Series A Preferred Stock, beginning balance at Mar. 31, 2020 | $ 0 | ||||||||||||
Total equity, beginning of period at Mar. 31, 2020 | 1,057 | ||||||||||||
Shares of common stock, beginning balance at Mar. 31, 2020 | 144,400,000 | ||||||||||||
Total stockholders' equity, beginning balance at Mar. 31, 2020 | $ 1.4 | 2,072.8 | (1,013.8) | (31.8) | |||||||||
Total stockholders' equity, beginning balance at Mar. 31, 2020 | 1,028.6 | ||||||||||||
Non-controlling interests, beginning balance at Mar. 31, 2020 | 28.4 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) attributable to OUTFRONT Media Inc. | (57.9) | (57.9) | |||||||||||
Net income (loss) attributable to non-controlling interests | (0.1) | ||||||||||||
Net income (loss) before allocation to non-controlling interests | (58) | ||||||||||||
Other comprehensive income (loss) | 4.9 | 4.9 | |||||||||||
Other comprehensive income (loss) - total equity | 4.9 | ||||||||||||
Stock-based payments: Amortization | 6.1 | 6.1 | |||||||||||
Shares paid for tax withholding for stock-based payments | (0.1) | (0.1) | |||||||||||
New share issues (shares) | 400,000 | ||||||||||||
New share issues | 383.4 | $ 383.4 | |||||||||||
Shares issued under the ATM Program (shares) | 0 | ||||||||||||
Dividends | $ (5.5) | $ (5.5) | |||||||||||
Non-Controlling Interests - Other | (1.1) | ||||||||||||
Other | $ (1.1) | ||||||||||||
Series A Preferred Stock outstanding (shares), ending balance at Jun. 30, 2020 | 400,000 | 400,000 | |||||||||||
Series A Preferred Stock, ending balance at Jun. 30, 2020 | $ 383.4 | $ 383.4 | |||||||||||
Shares of common stock, ending balance at Jun. 30, 2020 | 144,400,000 | 144,400,000 | |||||||||||
Total stockholders' equity, ending balance at Jun. 30, 2020 | $ 1.4 | $ 2,078.8 | $ (1,077.2) | $ (26.9) | |||||||||
Total stockholders' equity, ending balance at Jun. 30, 2020 | $ 976.1 | ||||||||||||
Non-controlling interests, ending balance at Jun. 30, 2020 | 27.2 | $ 27.2 | |||||||||||
Total equity, end of period at Jun. 30, 2020 | $ 1,386.7 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Preferred stock, par value per share ($ per share) | $ 0.01 | $ 0.01 | ||
Common stock, par value per share ($ per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Series A Preferred Stock dividend rate (%) | 7.00% | 7.00% | ||
Dividends declared per common share (in dollars per share) | $ 0 | $ 0.36 | $ 0.38 | $ 0.72 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities: | ||
Net income (loss) attributable to OUTFRONT Media Inc. | $ (51.8) | $ 56.4 |
Adjustments to reconcile net income to net cash flow provided by operating activities: | ||
Net income (loss) attributable to non-controlling interests | 0.1 | 0 |
Depreciation and amortization | 90.2 | 94.8 |
Deferred tax (benefit) provision | (5.2) | 3.4 |
Stock-based compensation | 11.9 | 10.8 |
Provision for doubtful accounts | 11.3 | 3.4 |
Accretion expense | 1.3 | 1.3 |
Net gain on dispositions | (5.3) | (1.1) |
Equity in earnings of investee companies, net of tax | (0.1) | (2.5) |
Distributions from investee companies | 1.9 | 1.6 |
Amortization of deferred financing costs and debt discount and premium | 3 | 3 |
Cash paid for direct lease acquisition costs | (23.6) | (24) |
Change in assets and liabilities, net of investing and financing activities: | ||
(Increase) decrease in receivables | 77.9 | (15.5) |
Increase in prepaid MTA equipment deployment costs | (28.3) | (46.2) |
Increase in prepaid expenses and other current assets | (2.2) | (2.2) |
Decrease in accounts payable and accrued expenses | (53.8) | (7) |
Increase in operating lease assets and liabilities | 8.3 | 7.7 |
Increase in deferred revenues | 9.3 | 1.1 |
Decrease in income taxes | (0.1) | (3.5) |
Other, net | 5.9 | 2 |
Net cash flow provided by (used for) operating activities | 50.7 | 83.5 |
Investing Activities: | ||
Capital expenditures | (31.9) | (39.6) |
Acquisitions | (13.6) | (34.4) |
MTA franchise rights | (7.3) | (10.7) |
Net proceeds from dispositions | 2.7 | 2.2 |
Return of investment in investee companies | 0.8 | 0 |
Net cash flow provided by (used for) investing activities | (49.3) | (82.5) |
Financing Activities: | ||
Proceeds from long-term debt borrowings | 895 | 705 |
Repayments of long-term debt borrowings | (495) | (55) |
Proceeds from borrowings under short-term debt facilities | 15 | 30 |
Repayments of borrowings under short-term debt facilities | (130) | (190) |
Payments of deferred financing costs | (7.5) | (8.6) |
Proceeds from Series A Preferred Stock issuances | 383.9 | 0 |
Proceeds from shares issued under the ATM Program | 0 | 50.9 |
Taxes withheld for stock-based compensation | (12) | (7.7) |
Dividends | (61.1) | (103.9) |
Net cash flow provided by (used for) financing activities | 588.3 | 420.7 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1) | 0.4 |
Net increase in cash, cash equivalents and restricted cash | 588.7 | 422.1 |
Cash, cash equivalents and restricted cash, beginning of period | 60.9 | 54.1 |
Cash, cash equivalents and restricted cash, end of period | 649.6 | 476.2 |
Supplemental disclosure of cash flow Information: | ||
Cash paid for income taxes | 2.1 | 5.3 |
Cash paid for interest | 60.1 | 64.3 |
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 7.1 | 11.4 |
Accrued MTA franchise rights | 2.7 | 3.3 |
Taxes withheld for stock-based compensation | $ 0.1 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 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. We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. In total, we have displays in all of the 25 largest markets in the U.S. and 150 markets across the U.S. and Canada. We manage our operations through three operating segments—(1) U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, (2) International and (3) Sports Marketing. 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. Certain reclassifications of prior year’s data have been made to conform to the current period’s presentation. 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, 2019, filed with the SEC on February 26, 2020. 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 as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the novel coronavirus (COVID-19) pandemic, 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, including the severity and duration of the COVID-19 pandemic. The COVID-19 pandemic and the related preventative measures taken to help curb the spread, have had, and may continue to have, a significant impact on the global economy and our business. In order to preserve financial flexibility and increase liquidity in light of the current uncertainty in the global economy and our business resulting from the COVID-19 pandemic, we undertook the following actions, among others: borrowed nearly all of the remaining available amount under the Revolving Credit Facility (as defined below), which was repaid in full as of June 30, 2020, using the net proceeds from the offering of the Notes (as defined below) and cash on hand, and amended the Credit Agreement (as defined below) to modify the calculation of the Company’s financial maintenance covenant ratio (see Note 9. Debt to the Consolidated Financial Statements), completed the Private Placement (as defined below) (see Note 10. Equity to the Consolidated Financial Statements) and reduced capital expenditures and expenses through cost savings initiatives. Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, the Company cannot reasonably estimate the full impact of the COVID-19 pandemic on our business, financial condition and results of operations at this time, which may be material. |
New Accounting Standards
New Accounting Standards | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Standards | New Accounting Standards Adoption of New Accounting Standards In the first quarter of 2020, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance for evaluating and determining when a cloud computing arrangement (hosting arrangement) includes a software license. The adoption of this guidance did not have a material effect on our consolidated financial statements. In the first quarter of 2020, we adopted the FASB’s guidance which requires a reporting entity to estimate credit losses on certain types of financial instruments, and present assets held at amortized cost and available-for-sale debt securities at the amount expected to be collected. The application of this guidance was limited to our receivables that are not related to rental income, which is accounted for under the lease accounting standard. The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, recent payment history for specific customers and expected future trends. We have recorded a Provision for doubtful accounts of $3.2 million in the three months ended June 30, 2020, and $11.3 million in the six months ended June 30, 2020, for all receivables, which includes an estimate of the impact from the COVID-19 pandemic on future collections. Recent Pronouncements In December 2019, the FASB issued guidance simplifying the accounting for income taxes by removing certain exceptions to the general principles of Accounting Standards Codification Topic 740, Income Taxes . The new guidance is effective for annual and interim periods beginning after December 15, 2020. We do not expect this guidance to have a material effect on our consolidated financial statements. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2020 | |
Restricted Cash [Abstract] | |
Restricted Cash | Restricted Cash We have an escrow agreement in connection with one of our transit franchise contracts, which requires us to deposit funds into an escrow account to fund capital expenditures over the term of the transit franchise contract. As of June 30, 2020, we have $1.8 million of restricted cash deposited in the escrow account. As of (in millions) June 30, June 30, December 31, 2019 Cash and cash equivalents $ 647.8 $ 474.8 $ 59.1 Restricted cash 1.8 1.4 1.8 Cash, cash equivalents and restricted cash $ 649.6 $ 476.2 $ 60.9 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 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 June 30, December 31, Land $ 98.1 $ 98.8 Buildings 20 to 40 years 47.6 50.4 Advertising structures 5 to 20 years 1,869.9 1,866.1 Furniture, equipment and other 3 to 10 years 162.3 153.1 Construction in progress 30.2 25.4 2,208.1 2,193.8 Less: Accumulated depreciation 1,550.3 1,527.6 Property and equipment, net $ 657.8 $ 666.2 |
Long-Lived Assets
Long-Lived Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Long-Lived Assets | Long-Lived AssetsThe assumptions and estimates used in our analyses below require significant judgment about future events, market conditions and financial performance. Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, actual results may differ materially from these assumptions and estimates, which may result in impairment charges of our long-lived assets in the future. Goodwill In the first quarter of 2020, we performed a qualitative assessment to determine if there has been a triggering event and impairment of goodwill as a result of the COVID-19 pandemic. As a result of the analysis performed, we determined that it was not “more likely than not” that the carrying value of any of our reporting units exceeded their fair value and no further evaluation of goodwill was necessary. We did not identify a triggering event in the second quarter of 2020. 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 Net As of June 30, 2020: Permits and leasehold agreements $ 1,185.4 $ (755.7) $ 429.7 Franchise agreements 503.6 (379.2) 124.4 Other intangible assets 45.6 (40.4) 5.2 Total intangible assets $ 1,734.6 $ (1,175.3) $ 559.3 As of December 31, 2019: Permits and leasehold agreements $ 1,153.3 $ (735.7) $ 417.6 Franchise agreements 497.4 (371.1) 126.3 Other intangible assets 47.1 (40.1) 7.0 Total intangible assets $ 1,697.8 $ (1,146.9) $ 550.9 All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $21.7 million in the three months ended June 30, 2020, and $27.6 million in the three months ended June 30, 2019, which includes the amortization of direct lease acquisition costs of $6.3 million in the three months ended June 30, 2020, and $13.0 million in the three months ended June 30, 2019. Amortization expense was $48.0 million in the six months ended June 30, 2020, and $52.3 million in the six months ended June 30, 2019, which includes the amortization of direct lease acquisition costs of $17.6 million in the six months ended June 30, 2020, and $23.3 million in the six months ended June 30, 2019. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year. New York Metropolitan Transportation Authority (the “MTA”) Agreement In the first quarter of 2020, we identified the COVID-19 pandemic as a trigger for an impairment review of our Prepaid MTA equipment deployment costs and related intangible assets. After updating our projections to reflect related declines in revenues in 2020 and delays in our anticipated deployment schedule as a result of the impact of the COVID-19 pandemic, among other things, no impairment was identified. In the second quarter of 2020, we updated our projections in connection with the amendment to the MTA agreement (see Note 18. Commitments and Contingencies to the Consolidated Financial Statements) and did not identify a triggering event for an impairment review of our Prepaid MTA equipment deployment costs. It’s unlikely we will recoup any costs in 2020, and as of June 30, 2020, we have reclassified almost all amounts previously included in current Prepaid MTA equipment deployment costs to non-current Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases Lessee As of June 30, 2020, we have operating lease assets of $1.5 billion, short-term operating lease liabilities of $182.2 million and non-current operating lease liabilities of $1.3 billion. As of December 31, 2019, we had operating lease assets of $1.5 billion, short-term operating lease liabilities of $168.3 million and non-current operating lease liabilities of $1.3 billion. As of June 30, 2020, the weighted-average remaining lease term was 10.2 years and the weighted-average discount rate was 5.7%. For the three months ended June 30, 2020, we recorded operating lease costs of $93.3 million in Operating expenses and $2.1 million in Selling, general and administrative expenses. For the three months ended June 30, 2020, these costs include $14.6 million of variable operating lease costs. For the three months ended June 30, 2019, we recorded operating lease costs of $102.6 million in Operating expenses and $2.3 million in Selling, general and administrative expenses. For the three months ended June 30, 2019, these costs include $20.4 million of variable operating lease costs. For the six months ended June 30, 2020, we recorded operating lease costs of $195.8 million in Operating expenses and $4.3 million in Selling, general and administrative expenses. For the six months ended June 30, 2020, these costs include $36.7 million of variable operating lease costs. For the six months ended June 30, 2019, we recorded operating lease costs of $197.0 million in Operating expenses and $4.4 million in Selling, general and administrative expenses. For the six months ended June 30, 2019, these costs include $39.9 million of variable operating lease costs. For each of the three and six months ended June 30, 2020 and 2019, sublease income was immaterial. For the six months ended June 30, 2020, cash paid for operating leases was $199.0 million and leased assets obtained in exchange for new operating lease liabilities was $116.4 million. For the six months ended June 30, 2019, cash paid for operating leases was $195.5 million and leased assets obtained in exchange for new operating lease liabilities was $252.5 million. Lessor We recorded rental income of $182.0 million for the three months ended June 30, 2020, $296.1 million for the three months ended June 30, 2019, $444.3 million on for the six months ended June 30, 2020, and $538.1 million for the six months ended June 30, 2019, in Revenues |
Asset Retirement Obligation
Asset Retirement Obligation | 6 Months Ended |
Jun. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | 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, 2019 $ 35.1 Accretion expense 1.3 Additions 0.2 Liabilities settled (1.2) Foreign currency translation adjustments (0.2) As of June 30, 2020 $ 35.2 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We have a 50% ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures which currently operate a total of 9 billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled $12.6 million as of June 30, 2020, and $15.4 million as of December 31, 2019, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $1.0 million in the three months ended June 30, 2020, $2.2 million in the three months ended June 30, 2019, $2.5 million in the six months ended June 30, 2020, and $3.9 million in the six months ended June 30, 2019. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt, net, consists of the following: As of (in millions, except percentages) June 30, December 31, Short-term debt: AR Facility $ — $ 105.0 Repurchase Facility 80.0 90.0 Total short-term debt 80.0 195.0 Long-term debt: Term loan, due 2026 597.7 597.5 Senior unsecured notes: 5.625% senior unsecured notes, due 2024 501.5 501.7 6.250% senior unsecured notes, due 2025 400.0 — 5.000% senior unsecured notes, due 2027 650.0 650.0 4.625% senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 2,051.5 1,651.7 Debt issuance costs (30.8) (27.1) Total long-term debt, net 2,618.4 2,222.1 Total debt, net $ 2,698.4 $ 2,417.1 Weighted average cost of debt 4.5 % 4.5 % Term Loan The interest rate on the term loan due in 2026 (the “Term Loan”) was 1.9% per annum as of June 30, 2020. As of June 30, 2020, a discount of $2.3 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net , on the Consolidated Statement of Operations. Revolving Credit Facility We also have a $500.0 million revolving credit facility, which matures in 2024 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”). As of June 30, 2020, 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 $0.3 million in the three months ended June 30, 2020, $0.3 million in the three months ended June 30, 2019, $0.6 million in the six months ended June 30, 2020, and $0.7 million in the six months ended June 30, 2019. As of June 30, 2020, we had issued letters of credit totaling approximately $1.6 million against the letter of credit facility sublimit under the Revolving Credit Facility. Standalone Letter of Credit Facilities As of June 30, 2020, we had issued letters of credit totaling approximately $71.0 million under our aggregate $78.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three and six months ended June 30, 2020 and 2019. Accounts Receivable Securitization Facilities As of June 30, 2020, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended, and a 364-day uncommitted structured repurchase facility (the “Repurchase Facility” and together with the AR Facility, the “AR Securitization Facilities”), which now terminates in June 2021, as described below, unless further extended. On June 18, 2020, the Company, certain subsidiaries of the Company and MUFG Bank, Ltd. (“MUFG”) entered into amendments to certain of the agreements governing the Repurchase Facility, pursuant to which the Company, among other things, (i) decreased the maximum borrowing capacity under the Repurchase Facility from $90.0 million to $80.0 million; and (ii) extended the term of the Repurchase Facility so that it will now terminate on June 29, 2021, unless further extended. In connection with the AR Securitization Facilities, 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. In connection with the Repurchase Facility, the Originators may borrow funds collateralized by subordinated notes (the “Subordinated Notes”) issued by the SPVs in favor of their respective Originators and representing a portion of the outstanding balance of the accounts receivable assets sold by the Originators to the SPVs under the AR Facility. The Subordinated Notes will be transferred to MUFG, as repurchase buyer, on an uncommitted basis, and subject to repurchase by the applicable Originators on termination of the Repurchase Facility. The Originators have granted MUFG a security interest in the Subordinated Notes to secure their obligations under the agreements governing the Repurchase Facility, and the Company has agreed to guarantee the Originators’ obligations under the agreements governing the Repurchase Facility. As of June 30, 2020, there were no outstanding borrowings under the AR Facility and $80.0 million of outstanding borrowings under the Repurchase Facility, at a borrowing rate of approximately 1.9%. As of June 30, 2020, there was no borrowing capacity remaining under the AR Facility based on approximately $237.9 million of accounts receivable used as collateral for the AR Securitization Facilities and a related voluntary temporary suspension of the AR Facility, and there was no borrowing capacity remaining under the Repurchase Facility, in accordance with the agreements governing the AR Securitization Facilities. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three and six months ended June 30, 2020 and 2019. Senior Unsecured Notes On May 15, 2020, two of our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”), issued $400.0 million aggregate principal amount of 6.250% Senior Unsecured Notes due 2025 (the “Notes”) in a private placement. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2020. On or after June 15, 2022, the Borrowers may redeem at any time, or from time to time, some or all of the Notes. Prior to such date, the Borrowers may redeem up to 40% of the aggregate principal amount of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50% of the aggregate principal amount of the Notes remain outstanding after the redemption. In May 2020, we used the net proceeds from the Notes, together with cash on hand, to repay $400.0 million of outstanding borrowings under our Revolving Credit Facility and to pay fees and expenses in connection with the offering of the Notes. As of June 30, 2020, a premium of $1.5 million on $100.0 million aggregate principal amount of the 5.625% Senior Unsecured Notes due 2024, remains unamortized. The premium is being amortized through Interest expense, net , on the Consolidated Statement of Operations. Debt Covenants Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Securitization Facilities, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance 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 June 30, 2020, our Consolidated Total Leverage Ratio was 6.7 to 1.0 in accordance with the Credit Agreement. The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Securitization Facilities) 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 June 30, 2020, our Consolidated Net Secured Leverage Ratio was 1.0 to 1.0 in accordance with the Credit Agreement. As of June 30, 2020, we are in compliance with our debt covenants. On April 15, 2020, the Company, along with the Borrowers, and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to the Credit Agreement. The Amendment provides that for the period from April 15, 2020 through September 30, 2021 (i) the Company’s Consolidated Net Secured Leverage Ratio shall be calculated by substituting the Company’s Consolidated EBITDA for each of the quarterly periods ended June 30, 2020 and September 30, 2020, included in any last twelve month compliance testing period, with the Company’s historical Consolidated EBITDA for each of the quarterly periods ended June 30, 2019 and September 30, 2019, respectively; and (ii) the Company will not make any Restricted Payments (as defined in the Credit Agreement) without the consent of the applicable lenders under the Credit Agreement, subject to certain exceptions such as payments necessary to maintain the Company’s REIT status, including any payments on any class of the Company’s capital stock that is required to be made prior to the payment of a dividend or distribution on the Company’s common stock and the Company’s existing payment obligations to holders of the Class A equity interests in Outfront Canada (as defined in Note 10. Equity to the Consolidated Financial Statements). Deferred Financing Costs As of June 30, 2020, we had deferred $36.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes. Interest Rate Swap Agreements We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate debt. The fair value of these swap positions was a net liability of approximately $8.3 million as of June 30, 2020, and $4.6 million as of December 31, 2019, and is included in Other liabilities on our Consolidated Statement of Financial Position. As of June 30, 2020, under the terms of the agreements, we will pay interest based on an aggregate notional amount of $200.0 million, under a weighted-average fixed interest rate of 2.7%, with a receive rate of one-month LIBOR and which mature at various dates until June 30, 2022. The one-month LIBOR rate was approximately 0.2% as of June 30, 2020. Fair Value |
Equity
Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Equity Note | Equity As of June 30, 2020, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 144,408,052 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with 400,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) issued and outstanding. On April 20 2020 (the “Closing Date”), the Company issued and sold an aggregate of 400,000 shares of Series A Preferred Stock, par value $0.01 per share, at a purchase price of $1,000 per share, for an aggregate purchase price of $400.0 million (the “Private Placement”) to certain affiliates of Providence Equity Partners LLC (collectively, the “Providence Purchasers”) and ASOF Holdings L.L.P. and Ares Capital Corporation (collectively, the “Ares Purchasers” and, together with the Providence Purchasers, the “Purchasers”). The Series A Preferred Stock ranks senior to the shares of the Company’s common stock, par value $0.01 per share, 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. The dividend rate will increase by an additional 0.75% annually following the eighth anniversary of the Closing Date and is subject to increases under certain other circumstances 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 the eighth anniversary of the Closing Date, 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 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. Following the one-year anniversary of the Closing Date, if all or any portion of the dividends or distributions is paid in respect of the shares of our common stock in cash, the shares of Series A Preferred Stock will participate in such dividends or distributions on an as-converted basis up to the amount of their accrued dividend on the Series A Preferred Stock 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. The issuance of shares of our common stock upon the conversion of Series A Preferred Stock is subject to a cap equal to 28,856,239 shares of our common stock (the “Share Cap”), unless and until the Company obtains stockholder approval to the extent required for the issuance of additional shares. Any amounts owed above the Share Cap must be paid in cash. Subject to certain conditions, at the Company’s option, (i) after the third anniversary of the Closing Date, all of the Series A Preferred Stock may be converted into shares of our common stock, and (ii) after the seventh anniversary of the Closing Date, all of the Series A Preferred Stock may be redeemed for cash at a redemption price equal to 100% of the liquidation preference of the Series A Preferred Stock, plus any accrued and unpaid dividends. Subject to certain conditions, each holder of the Series A Preferred Stock, after a Change of Control (as defined in the Articles) may (i) require the Company to purchase any or all of their shares of Series A Preferred Stock at a redemption price payable in cash equal to 105% of the liquidation preference of the Series A Preferred Stock, plus any accrued and unpaid dividends, or (ii) convert any or all of their shares of Series A Preferred Stock into the number of shares of our common stock equal to the liquidation preference (including accrued and unpaid dividends) divided by the then-applicable conversion price. During the three months ended June 30, 2020, we paid cash dividends of $5.5 million on the Series A Preferred Stock. As of June 30, 2020, 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 25.0 million shares. In connection with the acquisition of outdoor advertising assets in Canada in June 2017, the Company issued 1,953,407 shares of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”). The Class A equity interests are entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock. The Class A equity interests may be redeemed by the holders in exchange for shares of the Company’s common stock on a one-for-one basis (subject to anti-dilution adjustments) or, at the Company’s option, cash equal to the then fair market value of the shares of the Company’s common stock. The Company is also subject to limitations on its ability to sell or otherwise dispose of the assets acquired in Canada until June 2022, unless it pays holders of the Class A equity interests in Outfront Canada an amount intended to approximate their resulting tax liability, plus a tax gross-up. During the six months ended June 30, 2020, we made distributions of $0.4 million to holders of the Class A equity interests, which are recorded in Dividends on our Consolidated Statements of Equity and Consolidated Statements of Cash Flows. As of June 30, 2020, 1,026,727 Class A equity interests have been redeemed for shares of the Company’s common stock. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table summarizes revenues by source: Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Billboard: Static displays $ 149.5 $ 229.1 $ 350.6 $ 423.4 Digital displays 31.3 66.2 91.7 113.2 Other 7.7 10.5 17.1 20.2 Billboard revenues 188.5 305.8 459.4 556.8 Transit: Static displays 22.9 97.1 88.0 176.1 Digital displays 6.6 28.4 34.3 45.0 Other 3.4 12.9 10.8 21.7 Total transit revenues 32.9 138.4 133.1 242.8 Sports marketing and other 11.5 15.7 25.7 32.0 Transit and other revenues 44.4 154.1 158.8 274.8 Total revenues $ 232.9 $ 459.9 $ 618.2 $ 831.6 Rental income was $182.0 million in the three months ended June 30, 2020, $296.1 million in the three months ended June 30, 2019, $444.3 million in the six months ended June 30, 2020, and $538.1 million in the six months ended June 30, 2019, and is recorded in Billboard revenues on the Consolidated Statement of Operations. The following table summarizes revenues by geography: Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 United States: Billboard $ 181.4 $ 285.1 $ 437.9 $ 521.3 Transit and other 32.1 134.5 130.3 236.7 Sports marketing and other 11.5 15.7 25.7 32.0 Total United States revenues 225.0 435.3 593.9 790.0 Canada 7.9 24.6 24.3 41.6 Total revenues $ 232.9 $ 459.9 $ 618.2 $ 831.6 We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2019, during the three months ended March 31, 2020. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business as a result of the COVID-19 pandemic, on May 5, 2020, we announced a workforce reduction in the U.S. and notified approximately 70 employees of their termination. On June 15, 2020, we announced a workforce reduction in Canada and notified approximately 20 employees of their termination. As of June 30, 2020, $3.2 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position. For the three and six months ended June 30, 2020, we recorded restructuring charges of $4.7 million, of which $3.0 million was recorded in our U.S. Media segment, $0.7 million was recorded in Other , |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions We completed several asset acquisitions for a total purchase price of approximately $13.6 million in the six months ended June 30, 2020, and $29.4 million in the six months ended June 30, 2019. In the second quarter of 2018, we entered into an agreement to acquire 14 digital and seven static billboard displays in California for a total estimated purchase price of $35.4 million. In the second quarter of 2019, we completed this acquisition except with respect to four digital displays, which we expect to acquire in 2022 for an estimated purchase price of $9.2 million, subject to customary closing conditions and the timing of site development. In the first quarter of 2019, we entered into an agreement to acquire eight digital billboard displays in Atlanta, Georgia, for an aggregate purchase price of $24.0 million. During 2019, we paid deposits totaling $19.0 million into an escrow account related to this transaction, which were included in Other assets on our Consolidated Statement of Financial Position as of December 31, 2019. We completed this transaction in the first quarter of 2020. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2020 and 2019. Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes $ 6.1 $ 5.5 $ 11.9 $ 10.8 Tax benefit (0.3) (0.4) (0.7) (0.7) Stock-based compensation expense, net of tax $ 5.8 $ 5.1 $ 11.2 $ 10.1 As of June 30, 2020, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $35.3 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 six months ended June 30, 2020, of RSUs and PRSUs issued to our employees. Activity Weighted Average Per Share Grant Date Fair Market Value Non-vested as of December 31, 2019 2,024,768 $ 22.09 Granted: RSUs 751,308 29.91 PRSUs 323,771 29.60 Vested: RSUs (653,685) 22.88 PRSUs (298,824) 22.53 Forfeitures: RSUs (18,026) 24.87 PRSUs (1,958) 30.63 Non-vested as of June 30, 2020 2,127,354 25.66 Stock Options The following table summarizes activity for the six months ended June 30, 2020, of stock options issued to our employees. Activity Weighted Average Exercise Price Outstanding as of December 31, 2019 126,528 $ 24.57 Exercised (23,115) 16.43 Outstanding as of June 30, 2020 103,413 26.39 Exercisable as of June 30, 2020 103,413 26.39 As of June 30, 2020, all exercisable stock options issued to our employees were out-of-the-money based on the closing stock price of our common stock of $14.17. |
Retirement Benefits
Retirement Benefits | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | 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 Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Components of net periodic pension cost: Service cost $ 0.3 $ 0.4 $ 0.7 $ 0.9 Interest cost 0.6 0.5 1.3 1.0 Expected return on plan assets (0.9) (0.6) (2.0) (1.3) Amortization of net actuarial losses (a) 0.2 0.1 0.5 0.3 Net periodic pension cost $ 0.2 $ 0.4 $ 0.5 $ 0.9 (a) Reflects amounts reclassified from accumulated other comprehensive income to net income. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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, and our foreign subsidiaries, as TRSs. As such, we have provided for their federal, state and foreign income taxes. Tax years 2016 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. |
Earnings Per Share ("EPS")
Earnings Per Share ("EPS") | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share ("EPS") | Earnings Per Share (“EPS”) Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Net income (loss) available for common stockholders $ (57.9) $ 50.3 $ (51.8) $ 56.4 Less: Distributions to holders of Series A Preferred Stock 5.5 — 5.5 — Less: Distributions to holders of Class A equity interests of a subsidiary — 0.5 0.4 1.1 Less: Undistributed earnings allocable to Class A equity interests of a subsidiary — 0.1 — — Net income (loss) available for common stockholders, basic and diluted $ (63.4) $ 49.7 $ (57.7) $ 55.3 Weighted average shares for basic EPS 144.4 142.3 144.1 141.5 Dilutive potential shares from grants of RSUs, PRSUs and stock options (a) — 0.6 — 0.5 Weighted average shares for diluted EPS 144.4 142.9 144.1 142.0 (a) The potential impact of an aggregate 1.8 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2020, 0.1 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2019, 1.0 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2020, and 0.1 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2019, were antidilutive. (b) The potential impact of 19.8 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the three months ended June 30, 2020, and 9.9 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the six months ended June 30, 2020, was antidilutive. (c) The potential impact of 0.9 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2020, 1.5 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2019, 1.0 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2020, and 1.6 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2019, was antidilutive. (See Note 10. Equity |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 that 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. We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. Under most of these agreements, the school is entitled to receive the greater of a percentage of the relevant revenue, net of agency commissions, or a specified guaranteed minimum annual payment. Under the MTA agreement, we are obligated to deploy, over a number of years, (i) 8,565 digital advertising screens on subway and train platforms and entrances, (ii) 37,716 smaller-format digital advertising screens on rolling stock, and (iii) 7,829 MTA communications displays, with such deployment amounts being subject to modification as agreed-upon by us and the MTA. In addition, we are obligated to pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications displays throughout the transit system. As presented 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. We did not recoup any equipment deployment costs in the six months ended June 30, 2020, and it’s unlikely we will recoup equipment deployment costs in 2020. In June 2020, we entered into an amendment to the MTA agreement, pursuant to which (i) for up to $143.0 million of MTA equipment deployment costs to be incurred under the MTA agreement after June 2020, the MTA and the Company will directly pay 70% and 30% of the costs, respectively, instead of the costs being recoupable from incremental revenues generated under the agreement, and (ii) 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. In connection with the amendment to the MTA Agreement and in coordination with the MTA, after suspending our deployment of advertising and communications displays throughout the transit system in March 2020 as a result of the impact of the COVID-19 pandemic, we recommenced deployment in the third quarter of 2020. In addition, in the first quarter of 2020, we identified the COVID-19 pandemic as a trigger for impairment review of our Prepaid MTA equipment deployment costs and related intangible assets, and after performing an analysis, no impairment was identified. In the second quarter of 2020, we updated our projections in connection with the amendment to the MTA agreement, and did not identify a triggering event for an impairment review of our Prepaid MTA equipment deployment costs . (See Note 5. Long-Lived Assets : MTA Agreement to the Consolidated Financial Statements.) As of June 30, 2020, 5,350 digital displays had been installed, of which 97 installations occurred in the three months ended June 30, 2020, for a total of 773 installations in the six months ended June 30, 2020. (in millions) Beginning Balance Deployment Costs Incurred Recoupment Amortization Ending Balance Six months ended June 30, 2020: Prepaid MTA equipment deployment costs $ 171.5 $ 28.3 $ — $ — $ 199.8 Intangible assets (franchise agreements) 38.3 6.0 — (2.7) 41.6 Total $ 209.8 $ 34.3 $ — $ (2.7) $ 241.4 Year ended December 31, 2019: Prepaid MTA equipment deployment costs $ 79.5 $ 124.2 $ (32.2) $ — $ 171.5 Intangible assets (franchise agreements) 14.8 26.6 — (3.1) 38.3 Total $ 94.3 $ 150.8 $ (32.2) $ (3.1) $ 209.8 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 June 30, 2020, the outstanding letters of credit were approximately $72.6 million and outstanding surety bonds were approximately $161.5 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. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We manage our operations through three operating segments—(1) U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, (2) International and (3) Sports Marketing. International and Sports Marketing do not meet the criteria to be a reportable segment and accordingly, are both included in Other . The following tables set forth our financial performance by segment. Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Revenues: U.S. Media $ 213.5 $ 419.6 $ 568.2 $ 758.0 Other 19.4 40.3 50.0 73.6 Total revenues $ 232.9 $ 459.9 $ 618.2 $ 831.6 We present Operating income (loss) before Depreciation , Amortization , Net (gain) loss on dispositions, Stock-based compensation and Restructuring charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments. Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Net income (loss) before allocation to non-controlling interests $ (58.0) $ 50.3 $ (51.7) $ 56.4 (Benefit) provision for income taxes (1.5) 6.2 (3.2) 5.2 Equity in earnings of investee companies, net of tax 0.3 (1.7) (0.1) (2.5) Interest expense, net 33.3 33.9 63.1 66.6 Other loss, net — — (0.2) (0.1) Operating income (loss) (25.9) 88.7 7.9 125.6 Restructuring charges 4.7 — 4.7 0.3 Net (gain) loss on dispositions (5.2) 0.4 (5.3) (1.1) Depreciation and amortization 42.9 49.0 90.2 94.8 Stock-based compensation 5.2 5.5 11.0 10.8 Total Adjusted OIBDA $ 21.7 $ 143.6 $ 108.5 $ 230.4 Adjusted OIBDA: U.S. Media $ 37.4 $ 145.8 $ 128.2 $ 240.4 Other (5.4) 8.8 (4.9) 10.0 Corporate (10.3) (11.0) (14.8) (20.0) Total Adjusted OIBDA $ 21.7 $ 143.6 $ 108.5 $ 230.4 Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Operating income (loss): U.S. Media $ (3.9) $ 101.9 $ 43.5 $ 157.4 Other (5.5) 3.3 (8.8) (0.7) Corporate (16.5) (16.5) (26.8) (31.1) Total operating income (loss) $ (25.9) $ 88.7 $ 7.9 $ 125.6 Net (gain) loss on dispositions: U.S. Media $ (1.1) $ 0.2 $ (1.2) $ (1.3) Other (4.1) 0.2 (4.1) 0.2 Total (gain) loss on dispositions $ (5.2) $ 0.4 $ (5.3) $ (1.1) Depreciation and amortization: U.S. Media $ 39.4 $ 43.7 $ 82.9 $ 84.3 Other 3.5 5.3 7.3 10.5 Total depreciation and amortization $ 42.9 $ 49.0 $ 90.2 $ 94.8 Capital expenditures: U.S. Media $ 13.6 $ 21.0 $ 30.9 $ 38.3 Other 0.1 0.5 1.0 1.3 Total capital expenditures $ 13.7 $ 21.5 $ 31.9 $ 39.6 As of (in millions) June 30, December 31, 2019 Assets: U.S. Media $ 5,021.3 $ 5,077.1 Other 258.4 284.0 Corporate 607.4 21.2 Total assets $ 5,887.1 $ 5,382.3 |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of estimates | 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 as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the novel coronavirus (COVID-19) pandemic, 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, including the severity and duration of the COVID-19 pandemic. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Standards | In the first quarter of 2020, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance for evaluating and determining when a cloud computing arrangement (hosting arrangement) includes a software license. The adoption of this guidance did not have a material effect on our consolidated financial statements.In the first quarter of 2020, we adopted the FASB’s guidance which requires a reporting entity to estimate credit losses on certain types of financial instruments, and present assets held at amortized cost and available-for-sale debt securities at the amount expected to be collected. The application of this guidance was limited to our receivables that are not related to rental income, which is accounted for under the lease accounting standard. The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, recent payment history for specific customers and expected future trends. |
Long-Lived Assets (Policies)
Long-Lived Assets (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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. |
Direct Lease Acquisition Costs | Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restricted Cash [Abstract] | |
Restricted Cash | As of (in millions) June 30, June 30, December 31, 2019 Cash and cash equivalents $ 647.8 $ 474.8 $ 59.1 Restricted cash 1.8 1.4 1.8 Cash, cash equivalents and restricted cash $ 649.6 $ 476.2 $ 60.9 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
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 June 30, December 31, Land $ 98.1 $ 98.8 Buildings 20 to 40 years 47.6 50.4 Advertising structures 5 to 20 years 1,869.9 1,866.1 Furniture, equipment and other 3 to 10 years 162.3 153.1 Construction in progress 30.2 25.4 2,208.1 2,193.8 Less: Accumulated depreciation 1,550.3 1,527.6 Property and equipment, net $ 657.8 $ 666.2 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Our identifiable intangible assets consist of the following: (in millions) Gross Accumulated Amortization Net As of June 30, 2020: Permits and leasehold agreements $ 1,185.4 $ (755.7) $ 429.7 Franchise agreements 503.6 (379.2) 124.4 Other intangible assets 45.6 (40.4) 5.2 Total intangible assets $ 1,734.6 $ (1,175.3) $ 559.3 As of December 31, 2019: Permits and leasehold agreements $ 1,153.3 $ (735.7) $ 417.6 Franchise agreements 497.4 (371.1) 126.3 Other intangible assets 47.1 (40.1) 7.0 Total intangible assets $ 1,697.8 $ (1,146.9) $ 550.9 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in 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, 2019 $ 35.1 Accretion expense 1.3 Additions 0.2 Liabilities settled (1.2) Foreign currency translation adjustments (0.2) As of June 30, 2020 $ 35.2 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Debt, net, consists of the following: As of (in millions, except percentages) June 30, December 31, Short-term debt: AR Facility $ — $ 105.0 Repurchase Facility 80.0 90.0 Total short-term debt 80.0 195.0 Long-term debt: Term loan, due 2026 597.7 597.5 Senior unsecured notes: 5.625% senior unsecured notes, due 2024 501.5 501.7 6.250% senior unsecured notes, due 2025 400.0 — 5.000% senior unsecured notes, due 2027 650.0 650.0 4.625% senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 2,051.5 1,651.7 Debt issuance costs (30.8) (27.1) Total long-term debt, net 2,618.4 2,222.1 Total debt, net $ 2,698.4 $ 2,417.1 Weighted average cost of debt 4.5 % 4.5 % |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes revenues by source: Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Billboard: Static displays $ 149.5 $ 229.1 $ 350.6 $ 423.4 Digital displays 31.3 66.2 91.7 113.2 Other 7.7 10.5 17.1 20.2 Billboard revenues 188.5 305.8 459.4 556.8 Transit: Static displays 22.9 97.1 88.0 176.1 Digital displays 6.6 28.4 34.3 45.0 Other 3.4 12.9 10.8 21.7 Total transit revenues 32.9 138.4 133.1 242.8 Sports marketing and other 11.5 15.7 25.7 32.0 Transit and other revenues 44.4 154.1 158.8 274.8 Total revenues $ 232.9 $ 459.9 $ 618.2 $ 831.6 |
Revenue from External Customers by Geographic Areas | The following table summarizes revenues by geography: Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 United States: Billboard $ 181.4 $ 285.1 $ 437.9 $ 521.3 Transit and other 32.1 134.5 130.3 236.7 Sports marketing and other 11.5 15.7 25.7 32.0 Total United States revenues 225.0 435.3 593.9 790.0 Canada 7.9 24.6 24.3 41.6 Total revenues $ 232.9 $ 459.9 $ 618.2 $ 831.6 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation expense | The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2020 and 2019. Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes $ 6.1 $ 5.5 $ 11.9 $ 10.8 Tax benefit (0.3) (0.4) (0.7) (0.7) Stock-based compensation expense, net of tax $ 5.8 $ 5.1 $ 11.2 $ 10.1 |
Activity of RSUs and PRSUs Issued to Our Employees | The following table summarizes activity for the six months ended June 30, 2020, of RSUs and PRSUs issued to our employees. Activity Weighted Average Per Share Grant Date Fair Market Value Non-vested as of December 31, 2019 2,024,768 $ 22.09 Granted: RSUs 751,308 29.91 PRSUs 323,771 29.60 Vested: RSUs (653,685) 22.88 PRSUs (298,824) 22.53 Forfeitures: RSUs (18,026) 24.87 PRSUs (1,958) 30.63 Non-vested as of June 30, 2020 2,127,354 25.66 |
Activity of Stock Options Issued to Our Employees | The following table summarizes activity for the six months ended June 30, 2020, of stock options issued to our employees. Activity Weighted Average Exercise Price Outstanding as of December 31, 2019 126,528 $ 24.57 Exercised (23,115) 16.43 Outstanding as of June 30, 2020 103,413 26.39 Exercisable as of June 30, 2020 103,413 26.39 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | 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 Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Components of net periodic pension cost: Service cost $ 0.3 $ 0.4 $ 0.7 $ 0.9 Interest cost 0.6 0.5 1.3 1.0 Expected return on plan assets (0.9) (0.6) (2.0) (1.3) Amortization of net actuarial losses (a) 0.2 0.1 0.5 0.3 Net periodic pension cost $ 0.2 $ 0.4 $ 0.5 $ 0.9 (a) Reflects amounts reclassified from accumulated other comprehensive income to net income. |
Earnings Per Share ("EPS") (Tab
Earnings Per Share ("EPS") (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Net income (loss) available for common stockholders $ (57.9) $ 50.3 $ (51.8) $ 56.4 Less: Distributions to holders of Series A Preferred Stock 5.5 — 5.5 — Less: Distributions to holders of Class A equity interests of a subsidiary — 0.5 0.4 1.1 Less: Undistributed earnings allocable to Class A equity interests of a subsidiary — 0.1 — — Net income (loss) available for common stockholders, basic and diluted $ (63.4) $ 49.7 $ (57.7) $ 55.3 Weighted average shares for basic EPS 144.4 142.3 144.1 141.5 Dilutive potential shares from grants of RSUs, PRSUs and stock options (a) — 0.6 — 0.5 Weighted average shares for diluted EPS 144.4 142.9 144.1 142.0 (a) The potential impact of an aggregate 1.8 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2020, 0.1 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2019, 1.0 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2020, and 0.1 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2019, were antidilutive. (b) The potential impact of 19.8 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the three months ended June 30, 2020, and 9.9 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the six months ended June 30, 2020, was antidilutive. (c) The potential impact of 0.9 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2020, 1.5 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2019, 1.0 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2020, and 1.6 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2019, was antidilutive. (See Note 10. Equity |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
MTA agreement schedule | (in millions) Beginning Balance Deployment Costs Incurred Recoupment Amortization Ending Balance Six months ended June 30, 2020: Prepaid MTA equipment deployment costs $ 171.5 $ 28.3 $ — $ — $ 199.8 Intangible assets (franchise agreements) 38.3 6.0 — (2.7) 41.6 Total $ 209.8 $ 34.3 $ — $ (2.7) $ 241.4 Year ended December 31, 2019: Prepaid MTA equipment deployment costs $ 79.5 $ 124.2 $ (32.2) $ — $ 171.5 Intangible assets (franchise agreements) 14.8 26.6 — (3.1) 38.3 Total $ 94.3 $ 150.8 $ (32.2) $ (3.1) $ 209.8 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following tables set forth our financial performance by segment. Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Revenues: U.S. Media $ 213.5 $ 419.6 $ 568.2 $ 758.0 Other 19.4 40.3 50.0 73.6 Total revenues $ 232.9 $ 459.9 $ 618.2 $ 831.6 |
Adjusted OIBDA by Segment and Reconciliation to Consolidated Net Income | Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Net income (loss) before allocation to non-controlling interests $ (58.0) $ 50.3 $ (51.7) $ 56.4 (Benefit) provision for income taxes (1.5) 6.2 (3.2) 5.2 Equity in earnings of investee companies, net of tax 0.3 (1.7) (0.1) (2.5) Interest expense, net 33.3 33.9 63.1 66.6 Other loss, net — — (0.2) (0.1) Operating income (loss) (25.9) 88.7 7.9 125.6 Restructuring charges 4.7 — 4.7 0.3 Net (gain) loss on dispositions (5.2) 0.4 (5.3) (1.1) Depreciation and amortization 42.9 49.0 90.2 94.8 Stock-based compensation 5.2 5.5 11.0 10.8 Total Adjusted OIBDA $ 21.7 $ 143.6 $ 108.5 $ 230.4 Adjusted OIBDA: U.S. Media $ 37.4 $ 145.8 $ 128.2 $ 240.4 Other (5.4) 8.8 (4.9) 10.0 Corporate (10.3) (11.0) (14.8) (20.0) Total Adjusted OIBDA $ 21.7 $ 143.6 $ 108.5 $ 230.4 |
Tabular Disclosure by Reportable Segments | Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Operating income (loss): U.S. Media $ (3.9) $ 101.9 $ 43.5 $ 157.4 Other (5.5) 3.3 (8.8) (0.7) Corporate (16.5) (16.5) (26.8) (31.1) Total operating income (loss) $ (25.9) $ 88.7 $ 7.9 $ 125.6 Net (gain) loss on dispositions: U.S. Media $ (1.1) $ 0.2 $ (1.2) $ (1.3) Other (4.1) 0.2 (4.1) 0.2 Total (gain) loss on dispositions $ (5.2) $ 0.4 $ (5.3) $ (1.1) Depreciation and amortization: U.S. Media $ 39.4 $ 43.7 $ 82.9 $ 84.3 Other 3.5 5.3 7.3 10.5 Total depreciation and amortization $ 42.9 $ 49.0 $ 90.2 $ 94.8 Capital expenditures: U.S. Media $ 13.6 $ 21.0 $ 30.9 $ 38.3 Other 0.1 0.5 1.0 1.3 Total capital expenditures $ 13.7 $ 21.5 $ 31.9 $ 39.6 |
Reconciliation of Assets from Segment to Consolidated | As of (in millions) June 30, December 31, 2019 Assets: U.S. Media $ 5,021.3 $ 5,077.1 Other 258.4 284.0 Corporate 607.4 21.2 Total assets $ 5,887.1 $ 5,382.3 |
Description of Business and B_3
Description of Business and Basis of Presentation - Narrative (Details) | 6 Months Ended |
Jun. 30, 2020marketssegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of largest domestic markets in which the entity operates | 25 |
Approximate number of markets in which the entity operates | 150 |
Number of operating segments | segment | 3 |
New Accounting Standards Narrat
New Accounting Standards Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |||
Provision for doubtful accounts | $ 3.2 | $ 11.3 | $ 3.4 |
Restricted Cash - Narrative (De
Restricted Cash - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Restricted Cash [Abstract] | |||
Restricted cash | $ 1.8 | $ 1.8 | $ 1.4 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 647.8 | $ 59.1 | $ 474.8 | |
Restricted cash | 1.8 | 1.8 | 1.4 | |
Cash, cash equivalents and restricted cash | $ 649.6 | $ 60.9 | $ 476.2 | $ 54.1 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Property and Equipment [Line Items] | ||
Property and equipment | $ 2,208.1 | $ 2,193.8 |
Less: Accumulated depreciation | 1,550.3 | 1,527.6 |
Property and equipment, net | 657.8 | 666.2 |
Land | ||
Property and Equipment [Line Items] | ||
Property and equipment | 98.1 | 98.8 |
Buildings | ||
Property and Equipment [Line Items] | ||
Property and equipment | $ 47.6 | $ 50.4 |
Buildings | Minimum | ||
Property and Equipment [Line Items] | ||
Property and equipment, useful life | 20 years | 20 years |
Buildings | Maximum | ||
Property and Equipment [Line Items] | ||
Property and equipment, useful life | 40 years | 40 years |
Advertising structures | ||
Property and Equipment [Line Items] | ||
Property and equipment | $ 1,869.9 | $ 1,866.1 |
Advertising structures | Minimum | ||
Property and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | 5 years |
Advertising structures | Maximum | ||
Property and Equipment [Line Items] | ||
Property and equipment, useful life | 20 years | 20 years |
Furniture, equipment and other | ||
Property and Equipment [Line Items] | ||
Property and equipment | $ 162.3 | $ 153.1 |
Furniture, equipment and other | Minimum | ||
Property and Equipment [Line Items] | ||
Property and equipment, useful life | 3 years | 3 years |
Furniture, equipment and other | Maximum | ||
Property and Equipment [Line Items] | ||
Property and equipment, useful life | 10 years | 10 years |
Construction in progress | ||
Property and Equipment [Line Items] | ||
Property and equipment | $ 30.2 | $ 25.4 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 21.2 | $ 21.4 | $ 42.2 | $ 42.5 |
Long-Lived Assets Schedule of F
Long-Lived Assets Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,734.6 | $ 1,697.8 |
Accumulated amortization | (1,175.3) | (1,146.9) |
Intangible assets | 559.3 | 550.9 |
Permits and leasehold agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,185.4 | 1,153.3 |
Accumulated amortization | (755.7) | (735.7) |
Intangible assets | 429.7 | 417.6 |
Franchise agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 503.6 | 497.4 |
Accumulated amortization | (379.2) | (371.1) |
Intangible assets | 124.4 | 126.3 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 45.6 | 47.1 |
Accumulated amortization | (40.4) | (40.1) |
Intangible assets | $ 5.2 | $ 7 |
Long-Lived Assets Narrative (De
Long-Lived Assets Narrative (Details) - Intangible Assets - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 21.7 | $ 27.6 | $ 48 | $ 52.3 |
Amortization of direct lease acquisition costs | $ 6.3 | $ 13 | $ 17.6 | $ 23.3 |
Direct lease acquisition costs | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset, useful life | 28 days | |||
Direct lease acquisition costs | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset, useful life | 1 year |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease assets | $ 1,452.3 | $ 1,452.3 | $ 1,457 | ||
Short-term operating lease liabilities | 182.2 | 182.2 | 168.3 | ||
Operating lease liabilities | $ 1,274.2 | $ 1,274.2 | $ 1,285.1 | ||
Weighted average remaining lease term | 10 years 2 months 12 days | 10 years 2 months 12 days | |||
Weighted average discount rate | 5.70% | 5.70% | |||
Variable lease costs | $ 14.6 | $ 20.4 | $ 36.7 | $ 39.9 | |
Cash paid for operating leases | 199 | 195.5 | |||
Operating lease asset obtained in exchange for operating lease liability | 116.4 | 252.5 | |||
Rental income | 182 | 296.1 | 444.3 | 538.1 | |
Operating expense | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease costs | 93.3 | 102.6 | 195.8 | 197 | |
Selling, general and administrative | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease costs | $ 2.1 | $ 2.3 | $ 4.3 | $ 4.4 |
Asset Retirement Obligation - N
Asset Retirement Obligation - Narrative (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset retirement obligation, expected term | 50 years |
Asset retirement obligations, description | The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. |
Asset Retirement Obligation - S
Asset Retirement Obligation - Schedule of Change in Asset Retirement Obligation (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
As of December 31, 2019 | $ 35.1 |
Accretion expense | 1.3 |
Additions | 0.2 |
Liabilities settled | (1.2) |
Foreign currency translation adjustments | (0.2) |
As of June 30, 2020 | $ 35.2 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($)Displaysjoint_venture | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Displaysjoint_venture | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||
Equity method investments | $ | $ 12.6 | $ 12.6 | $ 15.4 | ||
Management fee revenue | $ | $ 1 | $ 2.2 | $ 2.5 | $ 3.9 | |
Transit shelter joint ventures | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, number of investments | joint_venture | 2 | 2 | |||
Acquired businesses | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, number of investments | joint_venture | 4 | 4 | |||
Equity method investment, number of displays | Displays | 9 | 9 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Millions | May 15, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Total short-term debt | $ 80 | $ 195 | |
Long-term debt, net | 2,618.4 | 2,222.1 | |
Total debt, net | $ 2,698.4 | $ 2,417.1 | |
Weighted average cost of debt | 4.50% | 4.50% | |
Secured debt | Term loan, due 2026 | |||
Debt Instrument [Line Items] | |||
Senior unsecured notes, due date | Nov. 18, 2026 | Nov. 18, 2026 | |
Senior unsecured notes | 5.625% senior unsecured notes, due 2024 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.625% | 5.625% | |
Senior unsecured notes, due date | Feb. 15, 2024 | Feb. 15, 2024 | |
Senior unsecured notes | 6.250% senior unsecured notes, due 2025 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 6.25% | 6.25% | |
Senior unsecured notes, due date | Jun. 15, 2025 | Jun. 15, 2025 | |
Senior unsecured notes | 5.000% senior unsecured notes, due 2027 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.00% | 5.00% | |
Senior unsecured notes, due date | Aug. 15, 2027 | Aug. 15, 2027 | |
Senior unsecured notes | 4.625% senior unsecured notes, due 2030 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.625% | 4.625% | |
Senior unsecured notes, due date | Mar. 15, 2030 | Mar. 15, 2030 | |
Short-term debt | AR Facility | |||
Debt Instrument [Line Items] | |||
Credit facility, outstanding amount | $ 0 | $ 105 | |
Short-term debt | Repurchase facility | |||
Debt Instrument [Line Items] | |||
Credit facility, outstanding amount | 80 | 90 | |
Long-term debt | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | (30.8) | (27.1) | |
Long-term debt | Secured debt | Term loan, due 2026 | |||
Debt Instrument [Line Items] | |||
Long-term debt, net | 597.7 | 597.5 | |
Long-term debt | Senior unsecured notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, net | 2,051.5 | 1,651.7 | |
Long-term debt | Senior unsecured notes | 5.625% senior unsecured notes, due 2024 | |||
Debt Instrument [Line Items] | |||
Long-term debt, net | 501.5 | 501.7 | |
Long-term debt | Senior unsecured notes | 6.250% senior unsecured notes, due 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, net | $ 400 | 400 | 0 |
Long-term debt | Senior unsecured notes | 5.000% senior unsecured notes, due 2027 | |||
Debt Instrument [Line Items] | |||
Long-term debt, net | 650 | 650 | |
Long-term debt | Senior unsecured notes | 4.625% senior unsecured notes, due 2030 | |||
Debt Instrument [Line Items] | |||
Long-term debt, net | $ 500 | $ 500 |
Debt - Narrative (Details) - De
Debt - Narrative (Details) - Debt Instruments $ in Millions | May 15, 2020USD ($)subsidiary | Apr. 15, 2020 | May 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jun. 15, 2022 |
Debt Instrument [Line Items] | ||||||||
Number Of Wholly-Owned Subsidiaries | subsidiary | 2 | |||||||
Long-term debt, net | $ 2,618.4 | $ 2,618.4 | $ 2,222.1 | |||||
Debt Instrument, Date of First Required Payment | Dec. 15, 2020 | |||||||
Repayments of Long-term Debt | $ 495 | $ 55 | ||||||
Debt Covenant, Consolidated Total Leverage Ratio | 6 | |||||||
Consolidated Total Leverage Ratio | 6.7 | |||||||
Deferred financing costs | $ 36.1 | $ 36.1 | ||||||
Fair Value, Inputs, Level 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt at fair value | $ 2,600 | $ 2,600 | $ 2,500 | |||||
Secured debt | Term loan, due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate at period end | 1.90% | 1.90% | ||||||
Unamortized debt discount | $ 2.3 | $ 2.3 | ||||||
Senior unsecured notes, due date | Nov. 18, 2026 | Nov. 18, 2026 | ||||||
Senior unsecured notes | 5.625% senior unsecured notes, due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 5.625% | 5.625% | 5.625% | |||||
Senior unsecured notes, due date | Feb. 15, 2024 | Feb. 15, 2024 | ||||||
Unamortized premium | $ 1.5 | $ 1.5 | ||||||
Debt face amount | $ 100 | $ 100 | ||||||
Senior unsecured notes | 6.250% senior unsecured notes, due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 6.25% | 6.25% | 6.25% | |||||
Senior unsecured notes, due date | Jun. 15, 2025 | Jun. 15, 2025 | ||||||
Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of Long-term Debt | $ 400 | |||||||
Long-term debt | Secured debt | Term loan, due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, net | $ 597.7 | $ 597.7 | $ 597.5 | |||||
Long-term debt | Senior unsecured notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, net | 2,051.5 | 2,051.5 | 1,651.7 | |||||
Long-term debt | Senior unsecured notes | 5.625% senior unsecured notes, due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, net | 501.5 | 501.5 | 501.7 | |||||
Long-term debt | Senior unsecured notes | 6.250% senior unsecured notes, due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, net | $ 400 | 400 | $ 400 | $ 0 | ||||
Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, covenant description | On April 15, 2020, the Company, along with the Borrowers, and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to the Credit Agreement. The Amendment provides that for the period from April 15, 2020 through September 30, 2021 (i) the Company’s Consolidated Net Secured Leverage Ratio shall be calculated by substituting the Company’s Consolidated EBITDA for each of the quarterly periods ended June 30, 2020 and September 30, 2020, included in any last twelve month compliance testing period, with the Company’s historical Consolidated EBITDA for each of the quarterly periods ended June 30, 2019 and September 30, 2019, respectively; and (ii) the Company will not make any Restricted Payments (as defined in the Credit Agreement) without the consent of the applicable lenders under the Credit Agreement, subject to certain exceptions such as payments necessary to maintain the Company’s REIT status, including any payments on any class of the Company’s capital stock that is required to be made prior to the payment of a dividend or distribution on the Company’s common stock and the Company’s existing payment obligations to holders of the Class A equity interests in Outfront Canada | The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Securitization Facilities) 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. | ||||||
Debt Covenant, Consolidated Net Secured Leverage Ratio | 4.5 | |||||||
Consolidated Net Secured Leverage Ratio | 1 | |||||||
Revolving credit facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Covenant, Restricted cash limit | $ 150 | $ 150 | ||||||
Subsequent event | 6.250% senior unsecured notes, due 2025 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Redeemable percentage of outstanding debt instrument | 40.00% | |||||||
Subsequent event | 6.250% senior unsecured notes, due 2025 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage Of Debt Instrument Outstanding | 50.00% |
Debt - Narrative (Details) - Li
Debt - Narrative (Details) - Line of Credit Facility - USD ($) $ in Millions | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jun. 18, 2020 | Jun. 17, 2020 |
Fair Value, Inputs, Level 2 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate cash flow hedge liability at fair value | $ 8.3 | $ 8.3 | $ 8.3 | $ 8.3 | $ 4.6 | ||||
Interest Rate Swap | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Derivative liability, notional amount | $ 200 | $ 200 | $ 200 | $ 200 | |||||
Derivative, fixed interest rate | 2.70% | 2.70% | 2.70% | 2.70% | |||||
Debt instrument, description of variable rate basis | one-month LIBOR | ||||||||
Variable interest rate | 0.20% | 0.20% | 0.20% | 0.20% | |||||
Maximum | Interest Rate Swap | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Derivative, maturity date | Jun. 30, 2022 | ||||||||
Other liabilities | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Derivative liability | $ 8.3 | $ 8.3 | $ 8.3 | $ 8.3 | $ 4.6 | ||||
Revolving credit facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 500 | 500 | 500 | 500 | |||||
Commitment fee for unused commitments | 0.3 | $ 0.3 | $ 0.6 | $ 0.7 | |||||
Credit facility, expiration date | Nov. 18, 2024 | Nov. 18, 2024 | |||||||
Revolving credit facility | Long-term debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility, outstanding amount | 0 | 0 | 0 | $ 0 | |||||
Letter of credit sublimit to revolving credit facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Letters of credit outstanding, amount | 1.6 | 1.6 | 1.6 | 1.6 | |||||
Letter of credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 78 | 78 | 78 | 78 | |||||
Letters of credit outstanding, amount | 71 | $ 71 | 71 | 71 | |||||
AR Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility, expiration date | Jun. 30, 2022 | ||||||||
AR Facility | Short-term debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility, outstanding amount | 0 | $ 0 | 0 | 0 | $ 105 | ||||
Line of credit facility, remaining borrowing capacity | $ 0 | $ 0 | 0 | 0 | |||||
Repurchase facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 80 | ||||||||
Credit facility, expiration date | Jun. 29, 2021 | Jun. 29, 2021 | |||||||
Repurchase facility | Short-term debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 90 | ||||||||
Credit facility, outstanding amount | $ 80 | $ 80 | $ 80 | $ 80 | $ 90 | ||||
Borrowing rate | 1.90% | 1.90% | 1.90% | 1.90% | |||||
Line of credit facility, remaining borrowing capacity | $ 0 | $ 0 | $ 0 | $ 0 | |||||
AR securitization facilities | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, collateral amount | $ 237.9 | $ 237.9 | $ 237.9 | $ 237.9 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 30, 2020 | Apr. 20, 2020 | Jun. 13, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Nov. 21, 2017 |
Class of Stock [Line Items] | ||||||||||||
Common stock authorized (shares) | 450,000,000 | 450,000,000 | 450,000,000 | 450,000,000 | ||||||||
Common stock, par value per share ($ per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock issued (shares) | 144,408,052 | 144,408,052 | 144,408,052 | 143,600,000 | ||||||||
Common Stock, Shares, Outstanding | 144,400,000 | 144,400,000 | 144,400,000 | 143,600,000 | ||||||||
Preferred stock authorized (shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||
Preferred stock, par value per share ($ per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Series A Preferred Stock outstanding (shares) | 400,000 | 400,000 | 400,000 | |||||||||
Series A Preferred Stock Issued (shares) | 400,000 | 400,000 | 400,000 | 400,000 | ||||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.01 | |||||||||||
Series A Preferred Stock dividend rate (%) | 7.00% | 7.00% | ||||||||||
Dividend Period | 12 months | |||||||||||
Series A Preferred Stock terms of conversion | 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 $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments. The issuance of shares of our common stock upon the conversion of Series A Preferred Stock is subject to a cap equal to 28,856,239 shares of our common stock (the “Share Cap”), unless and until the Company obtains stockholder approval to the extent required for the issuance of additional shares. Any amounts owed above the Share Cap must be paid in cash.Subject to certain conditions, at the Company’s option, (i) after the third anniversary of the Closing Date, all of the Series A Preferred Stock may be converted into shares of our common stock, and (ii) after the seventh anniversary of the Closing Date, all of the Series A Preferred Stock may be redeemed for cash at a redemption price equal to 100% of the liquidation preference of the Series A Preferred Stock, plus any accrued and unpaid dividends. Subject to certain conditions, each holder of the Series A Preferred Stock, after a Change of Control (as defined in the Articles) may (i) require the Company to purchase any or all of their shares of Series A Preferred Stock at a redemption price payable in cash equal to 105% of the liquidation preference of the Series A Preferred Stock, plus any accrued and unpaid dividends, or (ii) convert any or all of their shares of Series A Preferred Stock into the number of shares of our common stock equal to the liquidation preference (including accrued and unpaid dividends) divided by the then-applicable conversion price. | |||||||||||
Preferred Stock, Convertible, Conversion Price ($ per share) | $ 16 | $ 16 | $ 16 | |||||||||
Convertible Preferred Stock, Common Shares Issuable (shares) | 62.50 | 62.50 | 62.50 | |||||||||
Redemption Price As A Percentage of Liquidation Preference | 100.00% | 100.00% | 100.00% | |||||||||
Distributions to holders of Class A equity interests of a subsidiary | $ 61.1 | $ 103.9 | ||||||||||
Maximum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend Percentage In Excess Of Required Distributions For A REIT | 5.00% | |||||||||||
Convertible Preferred Stock, Common Shares Issuable (shares) | 28,856,239 | 28,856,239 | 28,856,239 | |||||||||
At-The-Market Equity Offering Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
ATM Program, authorized amount outstanding | $ 232.5 | $ 232.5 | $ 232.5 | $ 300 | ||||||||
Shares issued under the ATM Program (shares) | 0 | 0 | ||||||||||
Noncontrolling Interest | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Distributions to holders of Class A equity interests of a subsidiary | $ 0 | $ 0.5 | $ 0.4 | $ 1.1 | ||||||||
Business Acquisition, Equity interest issued (shares) | 1,953,407 | |||||||||||
Equity interests redeemed during the period (shares) | 1,026,727 | |||||||||||
Series A Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance price ($ per share) | $ 1,000 | |||||||||||
Proceeds from Issuance or Sale of Equity | $ 400 | |||||||||||
Series A Preferred Stock Annual Dividend Rate Percentage Increase | 0.75% | 0.75% | 0.75% | |||||||||
Convertible Preferred Stock, Common Shares Issuable (shares) | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||
Redemption Price After Change Of Control As A Percentage of Liquidation Preference | 105.00% | 105.00% | 105.00% | |||||||||
Distributions to holders of Class A equity interests of a subsidiary | $ 5.5 |
Revenues Disaggregation of Reve
Revenues Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Billboard | $ 188.5 | $ 305.8 | $ 459.4 | $ 556.8 |
Transit | 44.4 | 154.1 | 158.8 | 274.8 |
Revenues | 232.9 | 459.9 | 618.2 | 831.6 |
Static displays | ||||
Disaggregation of Revenue [Line Items] | ||||
Billboard | 149.5 | 229.1 | 350.6 | 423.4 |
Transit | 22.9 | 97.1 | 88 | 176.1 |
Digital displays | ||||
Disaggregation of Revenue [Line Items] | ||||
Billboard | 31.3 | 66.2 | 91.7 | 113.2 |
Transit | 6.6 | 28.4 | 34.3 | 45 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Billboard | 7.7 | 10.5 | 17.1 | 20.2 |
Transit | 3.4 | 12.9 | 10.8 | 21.7 |
Transit | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit | 32.9 | 138.4 | 133.1 | 242.8 |
Sports marketing and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit | $ 11.5 | $ 15.7 | $ 25.7 | $ 32 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Rental income | $ 182 | $ 296.1 | $ 444.3 | $ 538.1 |
Revenues Revenue from External
Revenues Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Billboard | $ 188.5 | $ 305.8 | $ 459.4 | $ 556.8 |
Transit and other | 44.4 | 154.1 | 158.8 | 274.8 |
Revenues | 232.9 | 459.9 | 618.2 | 831.6 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Billboard | 181.4 | 285.1 | 437.9 | 521.3 |
Revenues | 225 | 435.3 | 593.9 | 790 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7.9 | 24.6 | 24.3 | 41.6 |
Transit and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit and other | 32.9 | 138.4 | 133.1 | 242.8 |
Transit and other | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit and other | 32.1 | 134.5 | 130.3 | 236.7 |
Sports marketing and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit and other | 11.5 | 15.7 | 25.7 | 32 |
Sports marketing and other | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit and other | $ 11.5 | $ 15.7 | $ 25.7 | $ 32 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) $ in Millions | Jun. 15, 2020 | May 05, 2020 | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | $ 3.2 | $ 3.2 | ||||
Restructuring charges | 4.7 | $ 0 | 4.7 | $ 0.3 | ||
Sharebased Compensation Related To Restructuring Charges | 0.9 | 0.9 | ||||
Corporate | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 1 | $ 0.3 | ||||
Operating segments | U.S. Media | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 3 | 3 | ||||
Operating segments | Other | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $ 0.7 | $ 0.7 | ||||
United States | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of employees notified of termination | 70 | |||||
Canada | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of employees notified of termination | 20 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019USD ($)Displays | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2022USD ($)Displays | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2018Displays | |
Business Acquisition [Line Items] | |||||||
Noncash or part noncash acquisition, value of assets acquired | $ 13.6 | $ 29.4 | |||||
Acquired businesses | |||||||
Business Acquisition [Line Items] | |||||||
Noncash or part noncash acquisition, value of assets acquired | $ 35.4 | ||||||
Acquired businesses | Subsequent event | |||||||
Business Acquisition [Line Items] | |||||||
Noncash or part noncash acquisition, value of assets acquired | $ 9.2 | ||||||
Acquired businesses | Digital displays | |||||||
Business Acquisition [Line Items] | |||||||
Number of displays | Displays | 14 | ||||||
Acquired businesses | Digital displays | Subsequent event | |||||||
Business Acquisition [Line Items] | |||||||
Number of displays | Displays | 4 | ||||||
Acquired businesses | Static displays | |||||||
Business Acquisition [Line Items] | |||||||
Number of displays | Displays | 7 | ||||||
Acquired businesses other | |||||||
Business Acquisition [Line Items] | |||||||
Noncash or part noncash acquisition, value of assets acquired | $ 24 | ||||||
Deposit for pending acquisition | $ 19 | ||||||
Acquired businesses other | Digital displays | |||||||
Business Acquisition [Line Items] | |||||||
Number of displays | Displays | 8 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Allocation of Share-based Compensation Costs by Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Tax benefit | $ (0.3) | $ (0.4) | $ (0.7) | $ (0.7) |
Stock-based compensation expense, net of tax | 5.8 | 5.1 | 11.2 | 10.1 |
Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expenses, before income taxes | $ 6.1 | $ 5.5 | $ 11.9 | $ 10.8 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Jun. 30, 2020USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Closing stock price ($ per share) | $ / shares | $ 14.17 |
Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation not yet recognized, share-based awards other than options | $ | $ 35.3 |
Compensation cost not yet recognized, period for recognition | 2 years 1 month 6 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSU and PRSU Award Activity (Details) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes | |
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward] | |
Non-vested as of December 31, 2019 (shares) | shares | 2,024,768 |
Non-vested as of June 30, 2020 (shares) | shares | 2,127,354 |
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted Average Grant Date Fair Value, Non-Vested, as of December 31, 2019 ($ per share) | $ / shares | $ 22.09 |
Weighted Average Grant Date Fair Value, Non-Vested, as of June 30, 2020 ($ per share) | $ / shares | $ 25.66 |
Restricted Stock Units (RSUs) | |
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward] | |
Granted (shares) | shares | 751,308 |
Vested (shares) | shares | (653,685) |
Forfeitures (shares) | shares | (18,026) |
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted Average Grant Date Fair Value, Grants ($ per share) | $ / shares | $ 29.91 |
Weighted Average Grant Date Fair Value, Vested ($ per share) | $ / shares | 22.88 |
Weighted Average Grant Date Fair Value, Forfeited ($ per share) | $ / shares | $ 24.87 |
Performance Restricted Stock Units (PRSUs) | |
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward] | |
Granted (shares) | shares | 323,771 |
Vested (shares) | shares | (298,824) |
Forfeitures (shares) | shares | (1,958) |
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted Average Grant Date Fair Value, Grants ($ per share) | $ / shares | $ 29.60 |
Weighted Average Grant Date Fair Value, Vested ($ per share) | $ / shares | 22.53 |
Weighted Average Grant Date Fair Value, Forfeited ($ per share) | $ / shares | $ 30.63 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Options Roll Forward (Details) - Stock options | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding as of December 31, 2019 (shares) | shares | 126,528 |
Exercised (shares) | shares | (23,115) |
Outstanding as of June 30, 2020 (shares) | shares | 103,413 |
Exercisable as of June 30, 2020 (shares) | shares | 103,413 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted average exercise price, options outstanding, as of December 31, 2019 ($ per share) | $ / shares | $ 24.57 |
Weighted average exercise price, options exercised ($ per share) | $ / shares | 16.43 |
Weighted average exercise price, options outstanding, as of June 30, 2020 ($ per share) | $ / shares | 26.39 |
Weighted average exercise price, options exercisable, as of June 30, 2020 ($ per share) | $ / shares | $ 26.39 |
Retirement Benefits - Schedule
Retirement Benefits - Schedule of Net Benefit Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||||
Service cost | $ 0.3 | $ 0.4 | $ 0.7 | $ 0.9 | ||
Interest cost | 0.6 | 0.5 | 1.3 | 1 | ||
Expected return on plan assets | (0.9) | (0.6) | (2) | (1.3) | ||
Amortization of net actuarial losses | 0.2 | 0.1 | 0.5 | [1] | 0.3 | [1] |
Net periodic pension cost | $ 0.2 | $ 0.4 | $ 0.5 | $ 0.9 | ||
[1] | Reflects amounts reclassified from accumulated other comprehensive income to net income. |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Retirement Benefits [Abstract] | |
Pension contributions | $ 0.7 |
Estimated employer contributions in current fiscal year | $ 1.4 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Minimum | |
Operating Loss Carryforwards [Line Items] | |
Open Tax Year | 2016 |
Earnings Per Share ("EPS") (Det
Earnings Per Share ("EPS") (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Net income (loss) available for common stockholders | $ (57.9) | $ 50.3 | $ (51.8) | $ 56.4 | |
Less: Distributions to holders of securities | 61.1 | 103.9 | |||
Net income (loss) available for common stockholders, basic and diluted | $ (63.4) | $ 49.7 | $ (57.7) | $ 55.3 | |
Weighted average number of shares for basic EPS (shares) | 144.4 | 142.3 | 144.1 | 141.5 | |
Dilutive potential shares from grants of RSUs, PRSUs and stock options (shares) | [1] | 0 | 0.6 | 0 | 0.5 |
Weighted average number of shares for diluted EPS (shares) | 144.4 | 142.9 | 144.1 | 142 | |
Series A Preferred Stock | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Less: Distributions to holders of securities | $ 5.5 | $ 0 | $ 5.5 | $ 0 | |
Noncontrolling Interest | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Less: Distributions to holders of securities | 0 | 0.5 | 0.4 | 1.1 | |
Less: Undistributed earnings allocable to Class A equity interests of a subsidiary | $ 0 | $ 0.1 | $ 0 | $ 0 | |
Noncontrolling Interest | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from EPS calculation (shares) | 0.9 | 1.5 | 1 | 1.6 | |
Stock compensation plan | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from EPS calculation (shares) | 1.8 | 0.1 | 1 | 0.1 | |
Series A Preferred Stock | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from EPS calculation (shares) | 19.8 | 9.9 | |||
[1] | The potential impact of an aggregate 1.8 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2020, 0.1 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2019, 1.0 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2020, and 0.1 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2019, were antidilutive. (b) The potential impact of 19.8 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the three months ended June 30, 2020, and 9.9 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the six months ended June 30, 2020, was antidilutive. |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Millions | Jul. 01, 2020USD ($) | Jun. 30, 2020USD ($)Displays | Jun. 30, 2020USD ($)Displays | Dec. 31, 2020 | Dec. 31, 2019USD ($) |
Subsequent event | |||||
Other Commitments [Line Items] | |||||
Equipment Deployment Costs Percentage | 30.00% | ||||
Standalone letters of credit and sublimit to revolving credit facility | |||||
Other Commitments [Line Items] | |||||
Letters of credit outstanding, amount | $ | $ 72.6 | $ 72.6 | |||
Surety Bond | |||||
Other Commitments [Line Items] | |||||
Surety bonds outstanding | $ | $ 161.5 | 161.5 | |||
MTA Agreement | Subsequent event | |||||
Other Commitments [Line Items] | |||||
Revenue share percentage | 65.00% | ||||
MTA equipment deployment costs | |||||
Other Commitments [Line Items] | |||||
Deployment costs incurred | $ | $ 28.3 | $ 124.2 | |||
Metropolitan Transportation Authority ("MTA") | Subsequent event | |||||
Other Commitments [Line Items] | |||||
Equipment Deployment Costs Percentage | 70.00% | ||||
Maximum | MTA equipment deployment costs | Subsequent event | |||||
Other Commitments [Line Items] | |||||
Deployment costs incurred | $ | $ 143 | ||||
MTA digital advertising screens on subway and train platforms | |||||
Other Commitments [Line Items] | |||||
Number of displays | 8,565 | 8,565 | |||
MTA smaller-format digital advertising screens rolling stock | |||||
Other Commitments [Line Items] | |||||
Number of displays | 37,716 | 37,716 | |||
MTA communication displays | |||||
Other Commitments [Line Items] | |||||
Number of displays | 7,829 | 7,829 | |||
MTA displays installed | |||||
Other Commitments [Line Items] | |||||
Number of displays | 5,350 | 5,350 | |||
Number of display additions | 97 | 773 |
Commitment and Contingencies MT
Commitment and Contingencies MTA Agreement Schedule (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Change In MTA Deployment Costs [Roll Forward] | |||||
Prepaid MTA equipment deployment costs, beginning of period | $ 171.5 | $ 79.5 | $ 79.5 | ||
Intangible assets, gross, beginning of period | 1,697.8 | ||||
MTA deployment costs, beginning of period | 209.8 | 94.3 | 94.3 | ||
Amortization of intangible assets | $ 21.7 | $ 27.6 | 48 | 52.3 | |
MTA equipment development cost additions | 34.3 | 150.8 | |||
Prepaid MTA equipment deployment costs, end of period | 199.8 | 199.8 | 171.5 | ||
Intangible assets, gross, end of period | 1,734.6 | 1,734.6 | 1,697.8 | ||
MTA deployment costs, end of period | 241.4 | 241.4 | 209.8 | ||
MTA equipment deployment costs | |||||
Change In MTA Deployment Costs [Roll Forward] | |||||
Deployment costs incurred | 28.3 | 124.2 | |||
Recoupment | 0 | (32.2) | |||
Amortization of intangible assets | (2.7) | (3.1) | |||
Franchise agreements | |||||
Change In MTA Deployment Costs [Roll Forward] | |||||
Intangible assets, gross, beginning of period | 497.4 | ||||
Intangible assets, gross, end of period | 503.6 | 503.6 | 497.4 | ||
Franchise agreements | MTA equipment deployment costs | |||||
Change In MTA Deployment Costs [Roll Forward] | |||||
Intangible assets, gross, beginning of period | 38.3 | $ 14.8 | 14.8 | ||
Intangible asset additions | 6 | 26.6 | |||
Amortization of intangible assets | (2.7) | (3.1) | |||
Intangible assets, gross, end of period | $ 41.6 | $ 41.6 | $ 38.3 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment Information - Reconcili
Segment Information - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 232.9 | $ 459.9 | $ 618.2 | $ 831.6 |
Operating segments | U.S. Media | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 213.5 | 419.6 | 568.2 | 758 |
Operating segments | Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 19.4 | $ 40.3 | $ 50 | $ 73.6 |
Segment Information - Adjusted
Segment Information - Adjusted OIBDA by Segment and Reconciliation to Consolidated Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net income (loss) before allocation to non-controlling interests | $ (58) | $ 50.3 | $ (51.7) | $ 56.4 |
Provision for income taxes | (1.5) | 6.2 | (3.2) | 5.2 |
Equity in earnings of investee companies, net of tax | 0.3 | (1.7) | (0.1) | (2.5) |
Interest expense, net | 33.3 | 33.9 | 63.1 | 66.6 |
Other loss, net | 0 | 0 | (0.2) | (0.1) |
Operating income (loss) | (25.9) | 88.7 | 7.9 | 125.6 |
Restructuring charges | 4.7 | 0 | 4.7 | 0.3 |
Net (gain) loss on dispositions | (5.2) | 0.4 | (5.3) | (1.1) |
Depreciation and amortization | 42.9 | 49 | 90.2 | 94.8 |
Stock-based compensation | 5.2 | 5.5 | 11 | 10.8 |
Adjusted OIBDA | 21.7 | 143.6 | 108.5 | 230.4 |
Capital expenditures | 31.9 | 39.6 | ||
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (25.9) | 88.7 | 7.9 | 125.6 |
Net (gain) loss on dispositions | (5.2) | 0.4 | (5.3) | (1.1) |
Depreciation and amortization | 42.9 | 49 | 90.2 | 94.8 |
Capital expenditures | 13.7 | 21.5 | 31.9 | 39.6 |
Operating segments | U.S. Media | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (3.9) | 101.9 | 43.5 | 157.4 |
Restructuring charges | 3 | 3 | ||
Net (gain) loss on dispositions | (1.1) | 0.2 | (1.2) | (1.3) |
Depreciation and amortization | 39.4 | 43.7 | 82.9 | 84.3 |
Adjusted OIBDA | 37.4 | 145.8 | 128.2 | 240.4 |
Capital expenditures | 13.6 | 21 | 30.9 | 38.3 |
Operating segments | Other | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (5.5) | 3.3 | (8.8) | (0.7) |
Restructuring charges | 0.7 | 0.7 | ||
Net (gain) loss on dispositions | (4.1) | 0.2 | (4.1) | 0.2 |
Depreciation and amortization | 3.5 | 5.3 | 7.3 | 10.5 |
Adjusted OIBDA | (5.4) | 8.8 | (4.9) | 10 |
Capital expenditures | 0.1 | 0.5 | 1 | 1.3 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (16.5) | (16.5) | (26.8) | (31.1) |
Restructuring charges | 1 | 0.3 | ||
Adjusted OIBDA | $ (10.3) | $ (11) | $ (14.8) | $ (20) |
Segment Information - Reconci_2
Segment Information - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 5,887.1 | $ 5,382.3 |
Operating segments | U.S. Media | ||
Segment Reporting Information [Line Items] | ||
Total assets | 5,021.3 | 5,077.1 |
Operating segments | Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | 258.4 | 284 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 607.4 | $ 21.2 |