Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Quarterly period ended | Sep. 30, 2023 | |
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 | 90 Park Avenue, 9th Floor | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Zip Code | 10016 | |
City Area Code | 212 | |
Registrant's telephone number, including area code | 297-6400 | |
Title of 12(b) Security | Common Stock, $0.01, par value | |
Trading Symbol | OUT | |
Security Exchange Name | NYSE | |
Filed all reports required to be filed by Section 13 or 15(d) | Yes | |
Entity Interactive Data Current | Yes | |
Entity filer category | Large Accelerated Filer | |
Entity Small Business | false | |
Emerging growth company | false | |
Entity Shell Company | false | |
Shares outstanding (shares) | 165,049,566 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Central Index Key | 0001579877 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position (Unaudited) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 44.4 | $ 40.4 |
Receivables, less allowance ($17.8 in 2023 and $20.2 in 2022) | 296.4 | 315.5 |
Prepaid lease and franchise costs | 5.7 | 9.1 |
Other prepaid expenses | 25.3 | 19.8 |
Other current assets | 9.2 | 5.6 |
Total current assets | 381 | 390.4 |
Noncurrent assets: | ||
Property and equipment, net | 693.9 | 699.8 |
Goodwill | 2,028.9 | 2,076.4 |
Intangible assets | 761.5 | 858.5 |
Operating lease assets | 1,657.3 | 1,562.6 |
Prepaid MTA equipment deployment costs | 0 | 363.2 |
Other assets | 32.2 | 39.1 |
Total assets | 5,554.8 | 5,990 |
Current liabilities: | ||
Accounts payable | 50.1 | 65.4 |
Accrued compensation | 42 | 68 |
Accrued interest | 18.7 | 31.1 |
Accrued lease and franchise costs | 72.8 | 64.9 |
Other accrued expenses | 53.2 | 47.6 |
Deferred revenues | 45.8 | 35.3 |
Short-term debt | 150 | 30 |
Short-term operating lease liabilities | 204.6 | 188.1 |
Other current liabilities | 19.8 | 21.2 |
Total current liabilities | 657 | 551.6 |
Noncurrent liabilities: | ||
Long-term debt, net | 2,630 | 2,626 |
Deferred income tax liabilities, net | 15 | 15.2 |
Asset retirement obligation | 38 | 37.8 |
Operating lease liabilities | 1,459.6 | 1,369 |
Other liabilities | 41.5 | 41.2 |
Total liabilities | 4,841.1 | 4,640.8 |
Commitments and contingencies | ||
Preferred Stock (2023- 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding; 2022 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding) | 119.8 | 119.8 |
Stockholders’ equity: | ||
Common stock (2023 - 450.0 shares authorized, and 165.0 shares issued and outstanding; 2022 - 450.0 shares authorized, and 164.2 issued and outstanding) | 1.7 | 1.6 |
Additional paid-in capital | 2,426.7 | 2,416.3 |
Distribution in excess of earnings | (1,829.8) | (1,183.4) |
Accumulated other comprehensive loss | (8.5) | (9.1) |
Total stockholders' equity | 590.1 | 1,225.4 |
Non-controlling interests | 3.8 | 4 |
Total equity | 713.7 | 1,349.2 |
Total liabilities and equity | $ 5,554.8 | $ 5,990 |
Consolidated Statement of Finan
Consolidated Statement of Financial Position (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 17.8 | $ 20.2 |
Preferred stock authorized (shares) | 50,000,000 | 50,000,000 |
Series A Preferred Stock issued (shares) | 125,000 | 100,000 |
Series A Preferred Stock outstanding (shares) | 125,000 | 100,000 |
Common stock authorized (shares) | 450,000,000 | 450,000,000 |
Common stock issued (shares) | 165,049,566 | 164,200,000 |
Common stock outstanding (shares) | 165,049,566 | 164,200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Revenues: | |||||
Billboard | $ 363.6 | $ 355 | $ 1,055.8 | $ 1,007.2 | |
Transit and other | 91.2 | 98.7 | 263.6 | 270.2 | |
Total revenues | 454.8 | 453.7 | 1,319.4 | 1,277.4 | |
Expenses: | |||||
Operating | 239.8 | 232.6 | 721.2 | 671.9 | |
Selling, general and administrative | 105.3 | 106.5 | 321.8 | 311.8 | |
Net loss on dispositions | 0 | 0.2 | 0.2 | 0.1 | |
Impairment charges | 12.1 | 0 | 523.5 | 0 | |
Depreciation | 19.3 | 19.9 | 59.1 | 58.6 | |
Amortization | 19.7 | 20.2 | 63 | 52.3 | |
Total expenses | 396.2 | 379.4 | 1,688.8 | 1,094.7 | |
Operating income (loss) | 58.6 | 74.3 | (369.4) | 182.7 | |
Interest expense, net | (40.2) | (33.6) | (117.6) | (95.9) | |
Other income (expense), net | (0.1) | (0.3) | 0.1 | (0.3) | |
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies | 18.3 | 40.4 | (486.9) | 86.5 | |
Benefit (provision) for income taxes | (1.4) | 0.3 | (2.2) | 1.2 | |
Equity in earnings of investee companies, net of tax | (0.2) | 0.4 | (1.3) | 1.9 | |
Net income (loss) before allocation to non-controlling interests | 16.7 | 41.1 | (490.4) | 89.6 | |
Net income (loss) attributable to non-controlling interests | (0.3) | 0.3 | 0.4 | 0.9 | |
Net income (loss) attributable to OUTFRONT Media Inc. | $ 17 | $ 40.8 | $ (490.8) | $ 88.7 | |
Net income (loss) per common share: | |||||
Basic (in dollars per share) | $ 0.09 | $ 0.24 | $ (3.02) | $ 0.49 | |
Diluted (in dollars per share) | $ 0.09 | $ 0.23 | $ (3.02) | $ 0.49 | |
Weighted average shares outstanding: | |||||
Basic (in shares) | 165 | 164 | 164.9 | 160 | |
Diluted (in shares) | [1],[2],[3] | 165.2 | 164.6 | 164.9 | 160.7 |
[1] The potential impact of 2.0 million granted RSUs and PRSUs in the three months ended September 30, 2023, 0.9 million granted RSUs and PRSUs in the three months ended September 30, 2022, 2.1 million granted RSUs and PRSUs in the nine months ended September 30, 2023, and 0.7 million granted RSUs and PRSUs in the nine months ended September 30, 2022, were antidilutive. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) before allocation to non-controlling interests | $ 16.7 | $ 41.1 | $ (490.4) | $ 89.6 |
Net income (loss) attributable to non-controlling interests | (0.3) | 0.3 | 0.4 | 0.9 |
Net income (loss) attributable to OUTFRONT Media Inc. | 17 | 40.8 | (490.8) | 88.7 |
Other comprehensive income (loss), net of tax: | ||||
Cumulative translation adjustments | (2.2) | (7.5) | 0.6 | (9.1) |
Net actuarial gain | 0 | 0.2 | 0 | 0.2 |
Change in fair value of interest rate swap agreements | 0 | 0 | 0 | 0.4 |
Total other comprehensive income (loss), net of tax | (2.2) | (7.3) | 0.6 | (8.5) |
Total comprehensive income (loss) | $ 14.8 | $ 33.5 | $ (490.2) | $ 80.2 |
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 Earnings Series A Preferred Stock | Distribution in Excess of Earnings Common stock | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
Series A Preferred Stock outstanding (shares) at Dec. 31, 2021 | 400,000 | ||||||||||
Series A Preferred Stock (dollars) at Dec. 31, 2021 | $ 383.4 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Stock Redeemed or Called During Period, Shares | (300,000) | ||||||||||
Stock Redeemed or Called During Period, Value | $ (266.8) | ||||||||||
Dividends | $ (9.8) | $ (148) | $ 3.2 | $ (9.8) | $ (148) | ||||||
Series A Preferred Stock outstanding (shares) at Sep. 30, 2022 | 100,000 | ||||||||||
Series A Preferred Stock (dollars) at Sep. 30, 2022 | $ 119.8 | ||||||||||
Total stockholders' equity at Dec. 31, 2021 | $ 994.1 | $ 1.5 | $ 2,119 | $ (1,122) | $ (4.4) | ||||||
Non-controlling interests at Dec. 31, 2021 | $ 13 | ||||||||||
Total equity at Dec. 31, 2021 | 1,390.5 | ||||||||||
Common stock outstanding (shares) at Dec. 31, 2021 | 145,600,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) attributable to OUTFRONT Media Inc. | 88.7 | 88.7 | |||||||||
Net income (loss) attributable to non-controlling interests | 0.9 | 0.9 | |||||||||
Net income (loss) before allocation to non-controlling interests | 89.6 | ||||||||||
Other comprehensive income | (8.5) | (8.5) | |||||||||
Other comprehensive income (loss) - total equity | (8.5) | ||||||||||
Stock-based payments: Vested (shares) | 1,000,000 | ||||||||||
Stock-based payments: Amortization | 25 | 25 | |||||||||
Shares paid for tax withholding for stock-based payments (shares) | (400,000) | ||||||||||
Shares paid for tax withholding for stock-based payments | (10.9) | (10.9) | |||||||||
Conversion of Stock, Amount Issued | 266.8 | $ 0.1 | 266.7 | ||||||||
Decrease in non-controlling interests due to redemptions | (8.6) | ||||||||||
Dividends | (9.8) | (148) | 3.2 | (9.8) | (148) | ||||||
Dividends, Preferred Stock, Cash | (6.6) | ||||||||||
Stock Redeemed or Called During Period, Value | $ (266.8) | ||||||||||
Stock Redeemed or Called During Period, Shares | (300,000) | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 17,400,000 | ||||||||||
Class A equity interest redemptions | 8.6 | 8.6 | |||||||||
Class A equity interest redemptions (shares) | 400,000 | ||||||||||
Other | (1.1) | ||||||||||
Noncontrolling interests - Other | (1.1) | ||||||||||
Total stockholders' equity at Sep. 30, 2022 | 1,206 | $ 1.6 | 2,408.4 | (1,191.1) | (12.9) | ||||||
Non-controlling interests at Sep. 30, 2022 | 4.2 | ||||||||||
Total equity at Sep. 30, 2022 | 1,330 | ||||||||||
Common stock outstanding (shares) at Sep. 30, 2022 | 164,000,000 | ||||||||||
Series A Preferred Stock outstanding (shares) at Jun. 30, 2022 | 100,000 | ||||||||||
Series A Preferred Stock (dollars) at Jun. 30, 2022 | $ 119.8 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Dividends | (2.2) | (49.3) | (49.3) | (2.2) | |||||||
Series A Preferred Stock outstanding (shares) at Sep. 30, 2022 | 100,000 | ||||||||||
Series A Preferred Stock (dollars) at Sep. 30, 2022 | $ 119.8 | ||||||||||
Total stockholders' equity at Jun. 30, 2022 | 1,215.4 | $ 1.6 | 2,399.8 | (1,180.4) | (5.6) | ||||||
Non-controlling interests at Jun. 30, 2022 | 4.1 | ||||||||||
Total equity at Jun. 30, 2022 | 1,339.3 | ||||||||||
Common stock outstanding (shares) at Jun. 30, 2022 | 164,000,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) attributable to OUTFRONT Media Inc. | 40.8 | 40.8 | |||||||||
Net income (loss) attributable to non-controlling interests | 0.3 | ||||||||||
Net income (loss) before allocation to non-controlling interests | 41.1 | ||||||||||
Other comprehensive income | (7.3) | (7.3) | |||||||||
Other comprehensive income (loss) - total equity | (7.3) | ||||||||||
Stock-based payments: Amortization | 8.6 | 8.6 | |||||||||
Dividends | (2.2) | (49.3) | (49.3) | (2.2) | |||||||
Dividends, Preferred Stock, Cash | (2.2) | ||||||||||
Other | (0.2) | ||||||||||
Noncontrolling interests - Other | (0.2) | ||||||||||
Total stockholders' equity at Sep. 30, 2022 | 1,206 | $ 1.6 | 2,408.4 | (1,191.1) | (12.9) | ||||||
Non-controlling interests at Sep. 30, 2022 | 4.2 | ||||||||||
Total equity at Sep. 30, 2022 | $ 1,330 | ||||||||||
Common stock outstanding (shares) at Sep. 30, 2022 | 164,000,000 | ||||||||||
Series A Preferred Stock outstanding (shares) at Dec. 31, 2022 | 100,000 | 100,000 | |||||||||
Series A Preferred Stock (dollars) at Dec. 31, 2022 | $ 119.8 | $ 119.8 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Dividends | (6.6) | (149) | (6.6) | (149) | |||||||
Series A Preferred Stock outstanding (shares) at Sep. 30, 2023 | 125,000 | 100,000 | |||||||||
Series A Preferred Stock (dollars) at Sep. 30, 2023 | $ 119.8 | $ 119.8 | |||||||||
Total stockholders' equity at Dec. 31, 2022 | 1,225.4 | $ 1.6 | 2,416.3 | (1,183.4) | (9.1) | ||||||
Non-controlling interests at Dec. 31, 2022 | 4 | 4 | |||||||||
Total equity at Dec. 31, 2022 | $ 1,349.2 | ||||||||||
Common stock outstanding (shares) at Dec. 31, 2022 | 164,200,000 | 164,200,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) attributable to OUTFRONT Media Inc. | $ (490.8) | (490.8) | |||||||||
Net income (loss) attributable to non-controlling interests | 0.4 | 0.4 | |||||||||
Net income (loss) before allocation to non-controlling interests | (490.4) | ||||||||||
Other comprehensive income | 0.6 | 0.6 | |||||||||
Other comprehensive income (loss) - total equity | 0.6 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 0.1 | ||||||||||
Stock-based payments: Vested | $ 0.1 | ||||||||||
Stock-based payments: Vested (shares) | 1,500,000 | ||||||||||
Stock-based payments: Amortization | 22.9 | 22.9 | |||||||||
Shares paid for tax withholding for stock-based payments (shares) | (700,000) | ||||||||||
Shares paid for tax withholding for stock-based payments | (12.5) | (12.5) | |||||||||
Dividends | (6.6) | (149) | (6.6) | (149) | |||||||
Dividends, Preferred Stock, Cash | (6.6) | ||||||||||
Other | (0.6) | ||||||||||
Noncontrolling interests - Other | (0.6) | ||||||||||
Total stockholders' equity at Sep. 30, 2023 | 590.1 | $ 1.7 | 2,426.7 | (1,829.8) | (8.5) | ||||||
Non-controlling interests at Sep. 30, 2023 | 3.8 | 3.8 | |||||||||
Total equity at Sep. 30, 2023 | $ 713.7 | ||||||||||
Common stock outstanding (shares) at Sep. 30, 2023 | 165,049,566 | 165,000,000 | |||||||||
Series A Preferred Stock outstanding (shares) at Jun. 30, 2023 | 100,000 | ||||||||||
Series A Preferred Stock (dollars) at Jun. 30, 2023 | $ 119.8 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Dividends | (2.2) | (49.7) | (2.2) | (49.7) | |||||||
Series A Preferred Stock outstanding (shares) at Sep. 30, 2023 | 125,000 | 100,000 | |||||||||
Series A Preferred Stock (dollars) at Sep. 30, 2023 | $ 119.8 | $ 119.8 | |||||||||
Total stockholders' equity at Jun. 30, 2023 | 620.1 | $ 1.7 | 2,419.6 | (1,794.9) | (6.3) | ||||||
Non-controlling interests at Jun. 30, 2023 | 4.7 | ||||||||||
Total equity at Jun. 30, 2023 | 744.6 | ||||||||||
Common stock outstanding (shares) at Jun. 30, 2023 | 165,000,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) attributable to OUTFRONT Media Inc. | 17 | 17 | |||||||||
Net income (loss) attributable to non-controlling interests | (0.3) | ||||||||||
Net income (loss) before allocation to non-controlling interests | 16.7 | ||||||||||
Other comprehensive income | (2.2) | (2.2) | |||||||||
Other comprehensive income (loss) - total equity | (2.2) | ||||||||||
Stock-based payments: Amortization | 7.2 | 7.2 | |||||||||
Shares paid for tax withholding for stock-based payments | (0.1) | (0.1) | |||||||||
Dividends | (2.2) | $ (49.7) | $ (2.2) | $ (49.7) | |||||||
Dividends, Preferred Stock, Cash | $ (2.2) | ||||||||||
Other | (0.6) | ||||||||||
Noncontrolling interests - Other | (0.6) | ||||||||||
Total stockholders' equity at Sep. 30, 2023 | 590.1 | $ 1.7 | $ 2,426.7 | $ (1,829.8) | $ (8.5) | ||||||
Non-controlling interests at Sep. 30, 2023 | 3.8 | $ 3.8 | |||||||||
Total equity at Sep. 30, 2023 | $ 713.7 | ||||||||||
Common stock outstanding (shares) at Sep. 30, 2023 | 165,049,566 | 165,000,000 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||||||
Common stock, par value per share ($ per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Series A Preferred Stock, par value per share ($ per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Series A Preferred Stock dividend rate (%) | 7% | 7% | 7% | 7% | ||||
Dividends declared per common share ($ per share) | $ 0.30 | $ 0.30 | $ 0.90 | $ 0.90 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities: | ||
Net income (loss) attributable to OUTFRONT Media Inc. | $ (490.8) | $ 88.7 |
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities: | ||
Net income attributable to non-controlling interests | 0.4 | 0.9 |
Depreciation and amortization | 122.1 | 110.9 |
Deferred tax benefit | (0.3) | (4.2) |
Stock-based compensation | 22.9 | 25 |
Provision for doubtful accounts | 4 | 2.7 |
Accretion expense | 2.3 | 2.1 |
Net loss on dispositions | 0.2 | 0.1 |
Impairment charges | 511.4 | 0 |
Equity in earnings of investee companies, net of tax | 1.3 | (1.9) |
Distributions from investee companies | 0.9 | 0.5 |
Amortization of deferred financing costs and debt discount | 5 | 4.9 |
Change in assets and liabilities, net of investing and financing activities: | ||
Decrease in receivables | 15.2 | 3.3 |
Increase in prepaid MTA equipment deployment costs | (21.8) | (61.1) |
(Increase) decrease in prepaid expenses and other current assets | (5.4) | 1.8 |
Decrease in accounts payable and accrued expenses | (37.2) | (16.2) |
Increase in operating lease assets and liabilities | 14.6 | 5.7 |
Increase in deferred revenues | 10.5 | 12.5 |
Decrease in income taxes | (3.4) | (0.2) |
Other, net | (2.7) | (0.7) |
Net cash flow provided by operating activities | 149.2 | 174.8 |
Investing Activities: | ||
Capital expenditures | (63.6) | (66.6) |
Acquisitions | (30.7) | (278.9) |
MTA franchise rights | 0.6 | (6.8) |
Net proceeds from dispositions | 0.3 | 1.3 |
Investment in investee companies | 0 | (0.3) |
Net cash flow used for investing activities | (93.4) | (351.3) |
Financing Activities: | ||
Proceeds from borrowings under short-term debt facilities | 120 | 0 |
Payments of deferred financing costs | (4.1) | (0.4) |
Taxes withheld for stock-based compensation | (12.4) | (10.9) |
Dividends | (155.4) | (154.3) |
Net cash flow used for financing activities | (51.9) | (165.6) |
Effect of exchange rate changes on cash and cash equivalents | 0.1 | (1.2) |
Net increase (decrease) in cash and cash equivalents | 4 | (343.3) |
Cash, cash equivalents at beginning of period | 40.4 | 424.8 |
Cash and cash equivalents at end of period | 44.4 | 81.5 |
Supplemental disclosure of cash flow Information: | ||
Cash paid for income taxes | 5.9 | 3.1 |
Cash paid for interest | 126.3 | 104.9 |
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 4.6 | 4.4 |
Accrued MTA franchise rights | 2.9 | 3.1 |
Taxes withheld for stock-based compensation | $ 0.1 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
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. In total, we have displays in all of the 25 largest markets in the U.S. and approximately 150 markets across the U.S. and Canada. We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International. Basis of Presentation and Use of Estimates The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023. The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of events such as the COVID-19 pandemic and the current heightened levels of inflation, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. Out-of-Period Adjustment |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Sep. 30, 2023 | |
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 2023, we adopted the Financial Accounting Standards Board’s (the “FASB”) guidance on the recognition and measurement of contract assets and contract liabilities acquired in a business combination. At the acquisition date, the acquirer should account for the related revenue contracts as if it had originated the contracts. The guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. We will implement this guidance when accounting for business combinations in the future. Recent Pronouncements In March 2020 and December 2022, the FASB issued guidance providing optional expedients and exceptions for accounting for contracts, hedging relationships and other transactions that reference to the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance is |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, December 31, Land $ 112.3 $ 112.2 Buildings 15 to 35 years 57.4 56.5 Advertising structures 3 to 20 years 2,048.1 2,006.8 Furniture, equipment and other 3 to 10 years 191.7 183.4 Construction in progress 42.3 38.5 2,451.8 2,397.4 Less: Accumulated depreciation 1,757.9 1,697.6 Property and equipment, net $ 693.9 $ 699.8 |
Long-Lived Assets
Long-Lived Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Long-Lived Assets | Long-Lived Assets By the end of the first half of 2023, our U.S. Transit and Other reporting unit did not meet revenue expectations and as of June 30, 2023, our revenue pacing and outlook for the remainder of 2023 reflects a continued decline in transit revenues as compared to our 2023 forecast due to underperformance across our transit business, including the New York Metropolitan Transportation Authority (the “MTA”) transit system. As a result, in the second quarter of 2023, we determined that there was a decline in the long-term outlook for our U.S. Transit and Other reporting unit constituting a triggering event, which required an interim impairment analysis of goodwill and long-lived assets. Goodwill For the nine months ended September 30, 2023, and the year ended December 31, 2022, the changes in the book value of goodwill by segment were as follows: (in millions) U.S. Media Other Total As of December 31, 2021 $ 2,054.0 $ 23.8 $ 2,077.8 Currency translation adjustments — (1.4) (1.4) As of December 31, 2022 $ 2,054.0 $ 22.4 $ 2,076.4 Currency translation adjustments — 0.1 0.1 Impairment (47.6) — (47.6) As of September 30, 2023 $ 2,006.4 $ 22.5 $ 2,028.9 The estimated fair value of our U.S. Transit and Other reporting unit exceeded its carrying value by 28% as of December 31, 2022, based on our goodwill impairment assessment in the prior year. As a result of the impairment analysis performed during the second quarter of 2023, we determined that the carrying value of our U.S. Transit and Other reporting unit exceeded its fair value and we recorded an impairment charge of $47.6 million in the Consolidated Statements of Operations. As of September 30, 2023, the goodwill balances associated with the U.S. Billboard reporting unit was $2,006.4 million and the Canada reporting unit was $22.5 million. Intangible Assets Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements, and franchise agreements, which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals. Our identifiable intangible assets consist of the following: (in millions) Gross Accumulated Amortization Impairment Net As of September 30, 2023: Permits and leasehold agreements $ 1,620.5 $ (916.1) $ — $ 704.4 Franchise agreements (a) 923.9 (424.1) (456.9) 42.9 Other intangible assets 21.0 (6.8) — 14.2 Total intangible assets $ 2,565.4 $ (1,347.0) $ (456.9) $ 761.5 As of December 31, 2022: Permits and leasehold agreements $ 1,597.6 $ (868.7) $ — $ 728.9 Franchise agreements 533.2 (418.6) — 114.6 Other intangible assets 18.9 (3.9) — 15.0 Total intangible assets $ 2,149.7 $ (1,291.2) $ — $ 858.5 (a) We reclassified all Prepaid MTA equipment deployment costs (see Note 16. Commitments and Contingencies ) and recorded impairments in the second and third quarters of 2023 due to a decline in the long-term outlook of our U.S. Transit and Other reporting unit. In the nine months ended September 30, 2023, we acquired approximately 440 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $26.3 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 15.4 years. All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $19.7 million in the three months ended September 30, 2023, $20.2 million in the three months ended September 30, 2022, $63.0 million in the nine months ended September 30, 2023, and $52.3 million in the nine months ended September 30, 2022. During the second quarter of 2023, we performed an analysis of the carrying value of our long-lived asset groups within our U.S. Transit and Other reporting unit as a result of the triggering event noted above utilizing undiscounted cash flows compared to the carrying value of the asset groups. As a result, we recorded an impairment charge of $463.5 million in the second quarter of 2023, primarily representing a $443.1 million impairment charge related to our MTA asset group. As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, we recorded an additional impairment charge of $12.1 million in the third quarter of 2023, representing additional MTA equipment deployment cost spending during the quarter. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases Lessee The following table presents our operating lease assets and liabilities: As of (in millions, except years and percentages) September 30, December 31, Operating lease assets $ 1,657.3 $ 1,562.6 Short-term operating lease liabilities 204.6 188.1 Non-current operating lease liabilities 1,459.6 1,369.0 Weighted-average remaining lease term 10.7 years 11.0 years Weighted-average discount rate 6.0 % 5.8 % The components of our lease expenses were as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Operating expenses (a) $ 123.3 $ 113.5 $ 372.3 $ 331.9 Selling, general and administrative expenses 3.2 2.0 9.5 7.4 Variable costs (a) 32.9 27.9 103.5 80.7 Cash paid for operating leases 107.1 107.4 358.0 332.1 Leased assets obtained in exchange for new operating lease liabilities 49.3 61.6 305.3 213.9 (a) Includes an out-of-period adjustment of $5.2 million recorded in the first quarter of 2023 related to variable billboard property lease expenses (see Note 1. Description of Business and Basis of Presentation ). For each of the three and nine months ended September 30, 2023 and 2022, sublease income related to office properties was immaterial. Lessor We recorded rental income of $340.8 million for the three months ended September 30, 2023, and $331.0 million for the three months ended September 30, 2022, $988.5 million for the nine months ended September 30, 2023, and $961.5 million for the nine months ended September 30, 2022, in Revenues |
Asset Retirement Obligation
Asset Retirement Obligation | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 $ 37.8 Accretion expense 2.3 Additions 0.2 Liabilities settled (2.3) As of September 30, 2023 $ 38.0 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On January 18, 2023, we entered into a transaction with an affiliate of Providence Equity Partners L.L.C. (the “Providence Affiliate”) in connection with the Providence Affiliate’s purchase of a lease for certain outdoor advertising assets (the “Assets”) from a third-party seller. Pursuant to an agreement between us and the Providence Affiliate (the “Billboard Agreement”), we agreed to exclusively market, license and make advertising space available on the Assets to third-party advertisers for a term of up to ten years (the “Billboard Transaction”). In return, we will retain all revenues from the sale of advertising with respect to the Assets less the following payments to the Providence Affiliate or its payment designee, as applicable: (i) a minimum annual guarantee payment paid to the Providence Affiliate’s payment designee that increases from approximately $1.8 million to $3.5 million during the term of the Billboard Agreement; (ii) a minimum annual guarantee payment paid to the Providence Affiliate that increases from $8.5 million to $12.0 million by year six and adjusted for inflation thereafter through year ten; (iii) a percentage revenue share payment on gross revenues generated above $22.0 million paid to the Providence Affiliate during the term of the Billboard Agreement; (iv) a percentage revenue share payment on net revenues until $100.0 million is paid to the Providence Affiliate or its payment designee, as applicable; and (v) a one-time payment of $10.0 million paid to the Providence Affiliate on the fifth anniversary of the closing of the Billboard Transaction (the “Billboard Transaction Closing”) if we have not yet acquired the Assets as described below. The Billboard Agreement also provides that (i) we have the option to acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Billboard Transaction Closing at pre-agreed prices depending on the time at which we exercise the option; (ii) prior to the seventh anniversary of the Billboard Transaction Closing, we have a right of first offer prior to any sale of the Assets by the Providence Affiliate to a third-party; and (iii) in the event of a termination of the Billboard Agreement by the Providence Affiliate after a sale to a third-party, we may in certain circumstances be entitled to receive a termination payment. As of September 30, 2023, operating lease assets related to the Billboard Agreement were $ 93.3 million 93.1 million Operating lease assets and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position. Billboard revenues related to the Billboard Agreement were $1.9 million in the three months ended September 30, 2023, and $5.7 million in the nine months ended September 30, 2023, and recorded in Revenues on the Consolidated Statement of Operations. Operating lease expenses related to the Billboard Agreement were $2.4 million in the three months ended September 30, 2023, and $7.3 million in the nine months ended September 30, 2023, and recorded in Operating expenses on the Consolidated Statement of Operations. We have a 50% ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures which currently operate a total of seven billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled $10.1 million as of September 30, 2023, and $12.2 million as of December 31, 2022, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $1.0 million in the three months ended September 30, 2023, $2.3 million in the three months ended September 30, 2022, $3.4 million in the nine months ended September 30, 2023, and $6.3 million in the nine months ended September 30, 2022. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt, net, consists of the following: As of (in millions, except percentages) September 30, December 31, Short-term debt: AR Facility $ 150.0 $ 30.0 Total short-term debt 150.0 30.0 Long-term debt: Term loan, due 2026 598.9 598.6 Senior unsecured notes: 6.250% senior unsecured notes, due 2025 400.0 400.0 5.000% senior unsecured notes, due 2027 650.0 650.0 4.250% senior unsecured notes, due 2029 500.0 500.0 4.625% senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 2,050.0 2,050.0 Debt issuance costs (18.9) (22.6) Total long-term debt, net 2,630.0 2,626.0 Total debt, net $ 2,780.0 $ 2,656.0 Weighted average cost of debt 5.5 % 5.2 % Term Loan The interest rate on the term loan due in 2026 (the “Term Loan”) was 7.1% per annum as of September 30, 2023. As of September 30, 2023, a discount of $1.1 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net , on the Consolidated Statement of Operations. Revolving Credit Facility We also have a $500.0 million revolving credit facility, which matures in 2028 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”). During the second quarter of 2023, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (together with Finance LLC, the “Borrowers”), and the other guarantors party thereto, entered into two amendments (the “Amendments”) to the Credit Agreement (as defined below). The Amendments provide for (i) the replacement of the London Interbank Offered Rate with the Secured Overnight Financing Rate as the interest rate benchmark , (ii) the extension of the maturity date of the Revolving Credit Facility from its previous maturity date of November 18, 2024 to June 15, 2028, and (iii) an increase in the interest rate margins applicable to the Borrowers under the Revolving Credit Facility from a range of 1.25% to 1.75% to a range of 1.75% to 2.25%, in the case of Secured Overnight Financing Rate borrowings, based on the Borrowers’ leverage ratio. The Amendments also include springing maturity refinancing provisions with respect to the Borrowers’ outstanding term loan indebtedness and certain series of senior notes issued by the Borrowers, in each case, which have maturity dates prior to June 15, 2028, as well as other clarifying, conforming and ministerial changes to the Credit Agreement. As of September 30, 2023, there were no outstanding borrowings under the Revolving Credit Facility. The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.5 million in the three months ended September 30, 2023, $0.4 million in the three months ended September 30, 2022, $1.3 million in the nine months ended September 30, 2023, and $1.2 million in the nine months ended September 30, 2022. As of September 30, 2023, we had issued letters of credit totaling approximately $6.5 million against the letter of credit facility sublimit under the Revolving Credit Facility. Standalone Letter of Credit Facilities As of September 30, 2023, we had issued letters of credit totaling approximately $75.7 million under our aggregate $81.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three and nine months ended September 30, 2023 and 2022. Accounts Receivable Securitization Facility As of September 30, 2023, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended. In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility. As of September 30, 2023, there were $150.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.4%. As of September 30, 2023, there is no borrowing capacity remaining under the AR Facility based on approximately $317.7 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for the three months ended September 30, 2023, $0.1 million for the nine months ended September 30, 2023, and immaterial for each of the three and nine months ended September 30, 2022. As of November 2, 2023, there were $140.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.4%. Debt Covenants Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness. One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of September 30, 2023, our Consolidated Total Leverage Ratio was 5.2 to 1.0 in accordance with the Credit Agreement. The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of September 30, 2023, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement. As of September 30, 2023, we are in compliance with our debt covenants. Deferred Financing Costs As of September 30, 2023, we had deferred $24.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes. Fair Value |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Equity | Equity As of September 30, 2023, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 165,049,566 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized, with 125,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share, issued and outstanding. The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend and distribution rights. Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0% per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”). Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash. So long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period. If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter. The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles. Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends. During the three months ended September 30, 2023, we paid cash dividends of $2.2 million on the Series A Preferred Stock and during the nine months ended September 30, 2023, we paid cash dividends of $6.6 million on the Series A Preferred Stock. As of September 30, 2023, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares. We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. No shares were sold under the ATM Program during the nine months ended September 30, 2023. As of September 30, 2023, we had approximately $232.5 million of capacity remaining under the ATM Program. On November 2, 2023, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock, payable on December 29, 2023, to stockholders of record at the close of business on December 1, 2023. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table summarizes revenues by source: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Billboard: Static displays $ 242.9 $ 241.5 $ 702.5 $ 689.2 Digital displays 108.3 101.4 311.1 282.7 Other 12.4 12.1 42.2 35.3 Billboard revenues 363.6 355.0 1,055.8 1,007.2 Transit: Static displays 47.2 54.8 138.1 151.5 Digital displays 34.5 34.2 97.7 92.3 Other 7.7 8.0 22.3 21.5 Total transit revenues 89.4 97.0 258.1 265.3 Other 1.8 1.7 5.5 4.9 Transit and other revenues 91.2 98.7 263.6 270.2 Total revenues $ 454.8 $ 453.7 $ 1,319.4 $ 1,277.4 Rental income was $340.8 million in the three months ended September 30, 2023, $331.0 million in the three months ended September 30, 2022, $988.5 million in the nine months ended September 30, 2023, and $961.5 million in the nine months ended September 30, 2022, and is recorded in Billboard revenues on the Consolidated Statement of Operations. The following table summarizes revenues by geography: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 United States: Billboard $ 344.0 $ 335.3 $ 1,002.3 $ 950.8 Transit and other 84.7 92.7 245.8 253.9 Other 1.8 1.7 5.5 4.9 Total United States revenues 430.5 429.7 1,253.6 1,209.6 Canada 24.3 24.0 65.8 67.8 Total revenues $ 454.8 $ 453.7 $ 1,319.4 $ 1,277.4 We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2022, during the three months ended March 31, 2023. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions We completed several asset acquisitions for a total purchase price of approximately $30.7 million in the nine months ended September 30, 2023, and $278.9 million in the nine months ended September 30, 2022. The value of the assets acquired during 2023 and 2022 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4. Long-Lived Assets ). |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Effective as of June 6, 2023, we amended and restated the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (as amended and restated, the “Stock Plan”) to, among other things, increase the number of shares of our common stock reserved for issuance under our prior plan by 6,475,000 shares, so that the aggregate number of shares reserved for issuance under the Stock Plan is 19,575,000 shares of our common stock. The following table summarizes our stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022. Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes $ 7.2 $ 8.6 $ 22.9 $ 25.0 Tax benefit (0.2) (0.4) (0.7) (1.2) Stock-based compensation expense, net of tax $ 7.0 $ 8.2 $ 22.2 $ 23.8 As of September 30, 2023, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $36.0 million, which is expected to be recognized over a weighted average period of 1.7 years. RSUs and PRSUs The following table summarizes activity for the nine months ended September 30, 2023, of RSUs and PRSUs issued to our employees. Activity Weighted Average Per Share Grant Date Fair Market Value Non-vested as of December 31, 2022 2,644,039 $ 24.28 Granted: RSUs 1,109,485 19.03 PRSUs 619,687 20.64 Vested: RSUs (938,873) 24.55 PRSUs (516,609) 25.36 Forfeitures: RSUs (81,008) 21.22 PRSUs (35,344) 21.50 Non-vested as of September 30, 2023 2,801,377 21.11 |
Retirement Benefits
Retirement Benefits | 9 Months Ended |
Sep. 30, 2023 | |
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 Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Components of net periodic pension cost: Service cost $ — $ 0.1 $ — $ 0.1 Interest cost 0.6 0.4 1.7 1.4 Expected return on plan assets (0.7) (0.7) (2.1) (2.1) Net periodic pension cost $ (0.1) $ (0.2) $ (0.4) $ (0.6) In 2023, we do not expect to contribute to our defined benefit pension plans. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
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 as TRSs. As such, we have provided for their federal, state and foreign income taxes. Tax years 2019 to present are open for examination by the tax authorities. Our effective income tax rate represents a combined annual effective tax rate for federal, state, local and foreign taxes applied to interim operating results. |
Earnings Per Share ("EPS")
Earnings Per Share ("EPS") | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share ("EPS") | Earnings Per Share (“EPS”) Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Net income (loss) available for common stockholders $ 17.0 $ 40.8 $ (490.8) $ 88.7 Less: Distributions to holders of Series A Preferred Stock 2.2 2.2 6.6 9.8 Less: Distributions to holders of Class A equity interests of a subsidiary — — — 0.1 Net income (loss) available for common stockholders, basic and diluted $ 14.8 $ 38.6 $ (497.4) $ 78.8 Weighted average shares for basic EPS 165.0 164.0 164.9 160.0 Dilutive potential shares from grants of RSUs and PRSUs (a) 0.2 0.6 — 0.7 Weighted average shares for diluted EPS (a)(b)(c) 165.2 164.6 164.9 160.7 (a) The potential impact of 2.0 million granted RSUs and PRSUs in the three months ended September 30, 2023, 0.9 million granted RSUs and PRSUs in the three months ended September 30, 2022, 2.1 million granted RSUs and PRSUs in the nine months ended September 30, 2023, and 0.7 million granted RSUs and PRSUs in the nine months ended September 30, 2022, were antidilutive. (b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three and nine months ended September 30, 2023, were antidilutive. The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended September 30, 2022, and 11.5 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2022, were antidilutive. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment. Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA (as amended, the “MTA Agreement”): • Deployments . We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays. We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”). • Recoupment of Equipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges (see Note 4. Long-Lived Assets ). If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs. Deployment costs in an amount not to exceed $50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA. For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70% and 30% of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement. We did not recoup any equipment deployment costs in the nine months ended September 30, 2023, and we do not expect to recoup any equipment deployment costs in the remainder of 2023. • Payments . We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year. • Term . In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-year base term (the “Amended Term”). We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions. During the nine months ended September 30, 2023, we had no recoupment from incremental revenues. As of September 30, 2023, 18,786 digital displays had been installed, composed of 5,117 digital advertising screens on subway and train platforms and entrances, 8,760 smaller-format digital advertising screens on rolling stock and 4,909 MTA communications displays. In the three months ended September 30, 2023, 2,028 installations occurred, for a total of 4,633 installations occurring in the nine months ended September 30, 2023. During the second quarter of 2023, we performed an analysis of the carrying value of our long-lived asset groups within our U.S. Transit and Other reporting unit as a result of the triggering event noted above utilizing undiscounted cash flows compared to the carrying value of the asset groups. As a result, we recorded an impairment charge of $463.5 million in the second quarter of 2023, primarily representing a $443.1 million impairment charge related to our MTA asset group. (See Note 4. Long-Lived Assets .) As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, we recorded an additional impairment charge of $12.1 million in the third quarter of 2023, representing additional MTA equipment deployment cost spending during the quarter. (in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization/Impairment Reclassification Ending Balance Nine months ended September 30, 2023: Prepaid MTA equipment deployment costs $ 363.2 $ 21.8 $ — $ — $ (385.0) $ — Other current assets 1.6 (0.4) (0.1) — — 1.1 Intangible assets (franchise agreements) 62.0 11.3 — (458.3) 385.0 — Total $ 426.8 $ 32.7 $ (0.1) $ (458.3) $ — $ 1.1 Year ended December 31, 2022: Prepaid MTA equipment deployment costs $ 279.8 $ 83.4 $ — $ — $ — $ 363.2 Other current assets 5.2 0.1 (3.7) — — 1.6 Intangible assets (franchise agreements) 63.0 5.4 — (6.4) — 62.0 Total $ 348.0 $ 88.9 $ (3.7) $ (6.4) $ — $ 426.8 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 September 30, 2023, the outstanding letters of credit were approximately $82.2 million and outstanding surety bonds were approximately $172.2 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 | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International. International does not meet the criteria to be a reportable segment and accordingly, is included in Other . The following tables set forth our financial performance by segment. Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Revenues: U.S. Media $ 428.7 $ 428.0 $ 1,248.1 $ 1,204.7 Other 26.1 25.7 71.3 72.7 Total revenues $ 454.8 $ 453.7 $ 1,319.4 $ 1,277.4 We present Operating income (loss) before Depreciation , Amortization , Net (gain) loss on dispositions, Stock-based compensation and Impairment charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments. Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Net income (loss) before allocation to non-controlling interests $ 16.7 $ 41.1 $ (490.4) $ 89.6 (Benefit) provision for income taxes 1.4 (0.3) 2.2 (1.2) Equity in earnings of investee companies, net of tax 0.2 (0.4) 1.3 (1.9) Interest expense, net 40.2 33.6 117.6 95.9 Other income (expense), net 0.1 0.3 (0.1) 0.3 Operating income (loss) 58.6 74.3 (369.4) 182.7 Net loss on dispositions — 0.2 0.2 0.1 Impairment charges 12.1 — 523.5 — Depreciation and amortization 39.0 40.1 122.1 110.9 Stock-based compensation 7.2 8.6 22.9 25.0 Total Adjusted OIBDA $ 116.9 $ 123.2 $ 299.3 $ 318.7 Adjusted OIBDA: U.S. Media $ 120.2 $ 128.2 $ 320.4 $ 337.5 Other 6.3 5.8 14.1 14.2 Corporate (9.6) (10.8) (35.2) (33.0) Total Adjusted OIBDA $ 116.9 $ 123.2 $ 299.3 $ 318.7 Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Operating income (loss): U.S. Media $ 72.7 $ 91.3 $ (314.9) $ 235.9 Other 2.7 2.4 3.6 4.8 Corporate (16.8) (19.4) (58.1) (58.0) Total operating income (loss) $ 58.6 $ 74.3 $ (369.4) $ 182.7 Net loss on dispositions: U.S. Media $ — $ 0.2 $ 0.2 $ 0.1 Total loss on dispositions $ — $ 0.2 $ 0.2 $ 0.1 Impairment charges (a) : U.S. Media $ 12.1 $ — $ 523.5 $ — Total impairment charges $ 12.1 $ — $ 523.5 $ — Depreciation and amortization: U.S. Media $ 35.4 $ 36.7 $ 111.6 $ 101.5 Other 3.6 3.4 10.5 9.4 Total depreciation and amortization $ 39.0 $ 40.1 $ 122.1 $ 110.9 Capital expenditures: U.S. Media $ 16.4 $ 23.8 $ 58.0 $ 64.1 Other 2.3 1.0 5.6 2.5 Total capital expenditures $ 18.7 $ 24.8 $ 63.6 $ 66.6 (a) Impairment charges related to a decline in the long-term outlook of our U.S. Transit and Other reporting unit (see Note 4. Long-Lived Assets) and an other-than-temporary decline in fair value of a cost-method investment. As of (in millions) September 30, December 31, 2022 Assets: U.S. Media $ 5,271.3 $ 5,732.1 Other 248.1 240.4 Corporate 35.4 17.5 Total assets $ 5,554.8 $ 5,990.0 As of (in millions) September 30, December 31, 2022 Long-lived assets (a) : United States $ 4,962.1 $ 5,391.0 Canada 201.4 195.8 Total assets $ 5,163.5 $ 5,586.8 (a) Reflects total assets less current assets, investments and non-current deferred tax assets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event On October 22, 2023, the Company, Outfront Canada HoldCo 2 LLC, a wholly-owned subsidiary of the Company, and Outfront Canada Sub LLC, a wholly-owned subsidiary of the Company (together, the “Selling Subsidiaries”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Bell Media Inc. (the “Buyer”), relating to the sale of the Company’s outdoor advertising business in Canada (the “Canadian Business”). Pursuant to the Share Purchase Agreement, the Selling Subsidiaries agreed to sell all of its (and its affiliates) equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Canadian Business, to the Buyer, for C$410.0 million in cash, payable on the date of the consummation of the Transaction (the “Closing”). The purchase price is subject to (i) adjustments at and following the Closing for (1) working capital, cash, indebtedness, capital expenditures and transaction expenses, and (2) the potential sale of the Canadian joint venture in which a subsidiary of Outdoor Systems Americas ULC holds an equity interest (the “JV”) to the JV partner holding the remaining equity interest in the JV, instead of the Buyer; and (ii) a holdback to be released at or following the Closing, in whole or in part, if certain third party contracts are renewed or extended on certain terms. The consummation of the Transaction is expected to occur in 2024, subject to certain closing conditions, including, among others, (i) the absence of any enacted or pending law, order, judgment or litigation by a governmental authority prohibiting the consummation of the Transaction, and (ii) receipt of antitrust approval in Canada (the “Antitrust Approval”). The obligation of the Buyer to consummate the Transaction is also conditioned on the absence of a material adverse effect on the Canadian Business following the date of the Share Purchase Agreement and the Selling Subsidiaries’ obligation to spend a target percentage of forecasted capital expenditures through the Closing. The obligation of each party to consummate the Transaction is conditioned on each party’s representations and warranties being true and correct and each party having performed in all material respects its obligations under the Share Purchase Agreement. In addition, the Share Purchase Agreement may be terminated under certain circumstances, including (i) by mutual written agreement of the Buyer and the Selling Subsidiaries; (ii) by either the Buyer or the Selling Subsidiaries if the Closing does not occur by July 22, 2024, with extensions by the Buyer or the Selling Subsidiaries under certain conditions until no later than October 22, 2024 (the “Outside Date”); or (iii) by either the Buyer or the Selling Subsidiaries if a failure by either the Buyer or the Seller Subsidiaries is the principal cause of any closing condition not being satisfied. If the Antitrust Approval is not received by the Outside Date and the principal cause of such failure is not a failure of the Selling Subsidiaries or its subsidiaries to perform any of their obligations under the Share Purchase Agreement, the Buyer will pay a termination fee to the Selling Subsidiaries in the amount of C$20.0 million. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) attributable to OUTFRONT Media Inc. | $ 17 | $ 40.8 | $ (490.8) | $ 88.7 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of events such as the COVID-19 pandemic and the current heightened levels of inflation, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
New Accounting Standards | Adoption of New Accounting StandardsIn the first quarter of 2023, we adopted the Financial Accounting Standards Board’s (the “FASB”) guidance on the recognition and measurement of contract assets and contract liabilities acquired in a business combination. At the acquisition date, the acquirer should account for the related revenue contracts as if it had originated the contracts. The guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. We will implement this guidance when accounting for business combinations in the future. |
Long-Lived Assets (Policies)
Long-Lived Assets (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, December 31, Land $ 112.3 $ 112.2 Buildings 15 to 35 years 57.4 56.5 Advertising structures 3 to 20 years 2,048.1 2,006.8 Furniture, equipment and other 3 to 10 years 191.7 183.4 Construction in progress 42.3 38.5 2,451.8 2,397.4 Less: Accumulated depreciation 1,757.9 1,697.6 Property and equipment, net $ 693.9 $ 699.8 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | For the nine months ended September 30, 2023, and the year ended December 31, 2022, the changes in the book value of goodwill by segment were as follows: (in millions) U.S. Media Other Total As of December 31, 2021 $ 2,054.0 $ 23.8 $ 2,077.8 Currency translation adjustments — (1.4) (1.4) As of December 31, 2022 $ 2,054.0 $ 22.4 $ 2,076.4 Currency translation adjustments — 0.1 0.1 Impairment (47.6) — (47.6) As of September 30, 2023 $ 2,006.4 $ 22.5 $ 2,028.9 |
Schedule of Finite-Lived Intangible Assets | Our identifiable intangible assets consist of the following: (in millions) Gross Accumulated Amortization Impairment Net As of September 30, 2023: Permits and leasehold agreements $ 1,620.5 $ (916.1) $ — $ 704.4 Franchise agreements (a) 923.9 (424.1) (456.9) 42.9 Other intangible assets 21.0 (6.8) — 14.2 Total intangible assets $ 2,565.4 $ (1,347.0) $ (456.9) $ 761.5 As of December 31, 2022: Permits and leasehold agreements $ 1,597.6 $ (868.7) $ — $ 728.9 Franchise agreements 533.2 (418.6) — 114.6 Other intangible assets 18.9 (3.9) — 15.0 Total intangible assets $ 2,149.7 $ (1,291.2) $ — $ 858.5 (a) We reclassified all Prepaid MTA equipment deployment costs (see Note 16. Commitments and Contingencies ) and recorded impairments in the second and third quarters of 2023 due to a decline in the long-term outlook of our U.S. Transit and Other reporting unit. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Operating lease assets and liabilities, lessee | The following table presents our operating lease assets and liabilities: As of (in millions, except years and percentages) September 30, December 31, Operating lease assets $ 1,657.3 $ 1,562.6 Short-term operating lease liabilities 204.6 188.1 Non-current operating lease liabilities 1,459.6 1,369.0 Weighted-average remaining lease term 10.7 years 11.0 years Weighted-average discount rate 6.0 % 5.8 % |
Lease expenses, lessee | The components of our lease expenses were as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Operating expenses (a) $ 123.3 $ 113.5 $ 372.3 $ 331.9 Selling, general and administrative expenses 3.2 2.0 9.5 7.4 Variable costs (a) 32.9 27.9 103.5 80.7 Cash paid for operating leases 107.1 107.4 358.0 332.1 Leased assets obtained in exchange for new operating lease liabilities 49.3 61.6 305.3 213.9 (a) Includes an out-of-period adjustment of $5.2 million recorded in the first quarter of 2023 related to variable billboard property lease expenses (see Note 1. Description of Business and Basis of Presentation ). |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 $ 37.8 Accretion expense 2.3 Additions 0.2 Liabilities settled (2.3) As of September 30, 2023 $ 38.0 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Debt, net, consists of the following: As of (in millions, except percentages) September 30, December 31, Short-term debt: AR Facility $ 150.0 $ 30.0 Total short-term debt 150.0 30.0 Long-term debt: Term loan, due 2026 598.9 598.6 Senior unsecured notes: 6.250% senior unsecured notes, due 2025 400.0 400.0 5.000% senior unsecured notes, due 2027 650.0 650.0 4.250% senior unsecured notes, due 2029 500.0 500.0 4.625% senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 2,050.0 2,050.0 Debt issuance costs (18.9) (22.6) Total long-term debt, net 2,630.0 2,626.0 Total debt, net $ 2,780.0 $ 2,656.0 Weighted average cost of debt 5.5 % 5.2 % |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes revenues by source: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Billboard: Static displays $ 242.9 $ 241.5 $ 702.5 $ 689.2 Digital displays 108.3 101.4 311.1 282.7 Other 12.4 12.1 42.2 35.3 Billboard revenues 363.6 355.0 1,055.8 1,007.2 Transit: Static displays 47.2 54.8 138.1 151.5 Digital displays 34.5 34.2 97.7 92.3 Other 7.7 8.0 22.3 21.5 Total transit revenues 89.4 97.0 258.1 265.3 Other 1.8 1.7 5.5 4.9 Transit and other revenues 91.2 98.7 263.6 270.2 Total revenues $ 454.8 $ 453.7 $ 1,319.4 $ 1,277.4 |
Revenue from External Customers by Geographic Areas | The following table summarizes revenues by geography: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 United States: Billboard $ 344.0 $ 335.3 $ 1,002.3 $ 950.8 Transit and other 84.7 92.7 245.8 253.9 Other 1.8 1.7 5.5 4.9 Total United States revenues 430.5 429.7 1,253.6 1,209.6 Canada 24.3 24.0 65.8 67.8 Total revenues $ 454.8 $ 453.7 $ 1,319.4 $ 1,277.4 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation expense | The following table summarizes our stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022. Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes $ 7.2 $ 8.6 $ 22.9 $ 25.0 Tax benefit (0.2) (0.4) (0.7) (1.2) Stock-based compensation expense, net of tax $ 7.0 $ 8.2 $ 22.2 $ 23.8 |
Activity of RSUs and PRSUs Issued to Our Employees | The following table summarizes activity for the nine months ended September 30, 2023, of RSUs and PRSUs issued to our employees. Activity Weighted Average Per Share Grant Date Fair Market Value Non-vested as of December 31, 2022 2,644,039 $ 24.28 Granted: RSUs 1,109,485 19.03 PRSUs 619,687 20.64 Vested: RSUs (938,873) 24.55 PRSUs (516,609) 25.36 Forfeitures: RSUs (81,008) 21.22 PRSUs (35,344) 21.50 Non-vested as of September 30, 2023 2,801,377 21.11 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Components of net periodic pension cost: Service cost $ — $ 0.1 $ — $ 0.1 Interest cost 0.6 0.4 1.7 1.4 Expected return on plan assets (0.7) (0.7) (2.1) (2.1) Net periodic pension cost $ (0.1) $ (0.2) $ (0.4) $ (0.6) |
Earnings Per Share ("EPS") (Tab
Earnings Per Share ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Net income (loss) available for common stockholders $ 17.0 $ 40.8 $ (490.8) $ 88.7 Less: Distributions to holders of Series A Preferred Stock 2.2 2.2 6.6 9.8 Less: Distributions to holders of Class A equity interests of a subsidiary — — — 0.1 Net income (loss) available for common stockholders, basic and diluted $ 14.8 $ 38.6 $ (497.4) $ 78.8 Weighted average shares for basic EPS 165.0 164.0 164.9 160.0 Dilutive potential shares from grants of RSUs and PRSUs (a) 0.2 0.6 — 0.7 Weighted average shares for diluted EPS (a)(b)(c) 165.2 164.6 164.9 160.7 (a) The potential impact of 2.0 million granted RSUs and PRSUs in the three months ended September 30, 2023, 0.9 million granted RSUs and PRSUs in the three months ended September 30, 2022, 2.1 million granted RSUs and PRSUs in the nine months ended September 30, 2023, and 0.7 million granted RSUs and PRSUs in the nine months ended September 30, 2022, were antidilutive. (b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three and nine months ended September 30, 2023, were antidilutive. The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended September 30, 2022, and 11.5 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2022, were antidilutive. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
MTA agreement schedule | (in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization/Impairment Reclassification Ending Balance Nine months ended September 30, 2023: Prepaid MTA equipment deployment costs $ 363.2 $ 21.8 $ — $ — $ (385.0) $ — Other current assets 1.6 (0.4) (0.1) — — 1.1 Intangible assets (franchise agreements) 62.0 11.3 — (458.3) 385.0 — Total $ 426.8 $ 32.7 $ (0.1) $ (458.3) $ — $ 1.1 Year ended December 31, 2022: Prepaid MTA equipment deployment costs $ 279.8 $ 83.4 $ — $ — $ — $ 363.2 Other current assets 5.2 0.1 (3.7) — — 1.6 Intangible assets (franchise agreements) 63.0 5.4 — (6.4) — 62.0 Total $ 348.0 $ 88.9 $ (3.7) $ (6.4) $ — $ 426.8 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following tables set forth our financial performance by segment. Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Revenues: U.S. Media $ 428.7 $ 428.0 $ 1,248.1 $ 1,204.7 Other 26.1 25.7 71.3 72.7 Total revenues $ 454.8 $ 453.7 $ 1,319.4 $ 1,277.4 |
Adjusted OIBDA by Segment and Reconciliation to Consolidated Net Income | Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Net income (loss) before allocation to non-controlling interests $ 16.7 $ 41.1 $ (490.4) $ 89.6 (Benefit) provision for income taxes 1.4 (0.3) 2.2 (1.2) Equity in earnings of investee companies, net of tax 0.2 (0.4) 1.3 (1.9) Interest expense, net 40.2 33.6 117.6 95.9 Other income (expense), net 0.1 0.3 (0.1) 0.3 Operating income (loss) 58.6 74.3 (369.4) 182.7 Net loss on dispositions — 0.2 0.2 0.1 Impairment charges 12.1 — 523.5 — Depreciation and amortization 39.0 40.1 122.1 110.9 Stock-based compensation 7.2 8.6 22.9 25.0 Total Adjusted OIBDA $ 116.9 $ 123.2 $ 299.3 $ 318.7 Adjusted OIBDA: U.S. Media $ 120.2 $ 128.2 $ 320.4 $ 337.5 Other 6.3 5.8 14.1 14.2 Corporate (9.6) (10.8) (35.2) (33.0) Total Adjusted OIBDA $ 116.9 $ 123.2 $ 299.3 $ 318.7 |
Tabular Disclosure by Reportable Segments | Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2023 2022 2023 2022 Operating income (loss): U.S. Media $ 72.7 $ 91.3 $ (314.9) $ 235.9 Other 2.7 2.4 3.6 4.8 Corporate (16.8) (19.4) (58.1) (58.0) Total operating income (loss) $ 58.6 $ 74.3 $ (369.4) $ 182.7 Net loss on dispositions: U.S. Media $ — $ 0.2 $ 0.2 $ 0.1 Total loss on dispositions $ — $ 0.2 $ 0.2 $ 0.1 Impairment charges (a) : U.S. Media $ 12.1 $ — $ 523.5 $ — Total impairment charges $ 12.1 $ — $ 523.5 $ — Depreciation and amortization: U.S. Media $ 35.4 $ 36.7 $ 111.6 $ 101.5 Other 3.6 3.4 10.5 9.4 Total depreciation and amortization $ 39.0 $ 40.1 $ 122.1 $ 110.9 Capital expenditures: U.S. Media $ 16.4 $ 23.8 $ 58.0 $ 64.1 Other 2.3 1.0 5.6 2.5 Total capital expenditures $ 18.7 $ 24.8 $ 63.6 $ 66.6 (a) Impairment charges related to a decline in the long-term outlook of our U.S. Transit and Other reporting unit (see Note 4. Long-Lived Assets) and an other-than-temporary decline in fair value of a cost-method investment. |
Reconciliation of Assets from Segment to Consolidated | As of (in millions) September 30, December 31, 2022 Assets: U.S. Media $ 5,271.3 $ 5,732.1 Other 248.1 240.4 Corporate 35.4 17.5 Total assets $ 5,554.8 $ 5,990.0 |
Long-Lived Assets by Geographic Areas | As of (in millions) September 30, December 31, 2022 Long-lived assets (a) : United States $ 4,962.1 $ 5,391.0 Canada 201.4 195.8 Total assets $ 5,163.5 $ 5,586.8 (a) Reflects total assets less current assets, investments and non-current deferred tax assets. |
Description of Business and B_3
Description of Business and Basis of Presentation - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) markets segment | Sep. 30, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Number of largest domestic markets in which the entity operates | markets | 25 | ||||
Approximate number of markets in which the entity operates | markets | 150 | ||||
Number of operating segments | segment | 2 | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Operating | $ | $ 239.8 | $ 232.6 | $ 721.2 | $ 671.9 | |
Out-of-period adjustment | For the three months ended March 31, 2023, the Company recorded an out-of-period adjustment relating to variable billboard property lease expenses and accrued lease and franchise costs in 2022, resulting in a $5.2 million increase in Operating expenses for the three months ended March 31, 2023. The Company assessed the materiality of the amount reflected in this adjustment on its previously issued financial statements in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99 and SAB No. 108 and concluded that the amount was not material, individually or in the aggregate, to any of its previously issued financial statements | ||||
Immaterial Error Correction | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Operating | $ | $ 5.2 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property and Equipment [Line Items] | ||
Property and equipment | $ 2,451.8 | $ 2,397.4 |
Less: Accumulated depreciation | 1,757.9 | 1,697.6 |
Property and equipment, net | 693.9 | 699.8 |
Land | ||
Property and Equipment [Line Items] | ||
Property and equipment | 112.3 | 112.2 |
Buildings | ||
Property and Equipment [Line Items] | ||
Property and equipment | $ 57.4 | $ 56.5 |
Buildings | Minimum | ||
Property and Equipment [Line Items] | ||
Property and equipment, useful life | 15 years | 15 years |
Buildings | Maximum | ||
Property and Equipment [Line Items] | ||
Property and equipment, useful life | 35 years | 35 years |
Advertising structures | ||
Property and Equipment [Line Items] | ||
Property and equipment | $ 2,048.1 | $ 2,006.8 |
Advertising structures | Minimum | ||
Property and Equipment [Line Items] | ||
Property and equipment, useful life | 3 years | 3 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 | $ 191.7 | $ 183.4 |
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 | $ 42.3 | $ 38.5 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 19.3 | $ 19.9 | $ 59.1 | $ 58.6 |
Long-Lived Assets - Schedule of
Long-Lived Assets - Schedule of Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $ 2,076.4 | $ 2,077.8 | |
Currency translation adjustment | 0.1 | (1.4) | |
Impairment | $ (47.6) | (47.6) | |
Goodwill, Ending Balance | 2,028.9 | 2,076.4 | |
U.S. Media | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 2,054 | 2,054 | |
Impairment | (47.6) | ||
Goodwill, Ending Balance | 2,006.4 | 2,054 | |
Other | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 22.4 | 23.8 | |
Currency translation adjustment | 0.1 | (1.4) | |
Goodwill, Ending Balance | $ 22.5 | $ 22.4 |
Long-Lived Assets - Narrative (
Long-Lived Assets - Narrative (Details) - Goodwill - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||||
Goodwill | $ 2,028.9 | $ 2,076.4 | $ 2,077.8 | |
Impairment charges | $ 47.6 | 47.6 | ||
U.S. Billboard | ||||
Goodwill [Line Items] | ||||
Goodwill | 2,006.4 | |||
U.S. Transit and Other | ||||
Goodwill [Line Items] | ||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 28% | |||
Canada | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 22.5 |
Long-Lived Assets - Schedule _2
Long-Lived Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 2,565.4 | $ 2,149.7 |
Accumulated amortization | (1,347) | (1,291.2) |
Impairment | (456.9) | |
Intangible assets | 761.5 | 858.5 |
Permits and leasehold agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,620.5 | 1,597.6 |
Accumulated amortization | (916.1) | (868.7) |
Intangible assets | 704.4 | 728.9 |
Franchise agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 923.9 | 533.2 |
Accumulated amortization | (424.1) | (418.6) |
Impairment | (456.9) | |
Intangible assets | 42.9 | 114.6 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 21 | 18.9 |
Accumulated amortization | (6.8) | (3.9) |
Intangible assets | $ 14.2 | $ 15 |
Long-Lived Assets - Narrative_2
Long-Lived Assets - Narrative (Details) - Intangible Assets $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) Displays | Jun. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Displays | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross | $ 2,565.4 | $ 2,565.4 | $ 2,149.7 | |||
Amortization | 19.7 | $ 20.2 | $ 63 | $ 52.3 | ||
Impairment charges | $ 12.1 | $ 463.5 | ||||
Metropolitan Transportation Authority ("MTA") | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment charges | $ 443.1 | |||||
Series of Individually Immaterial Asset Acquisitions | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible asset, useful life | 15 years 4 months 24 days | 15 years 4 months 24 days | ||||
Permits and leasehold agreements | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross | $ 1,620.5 | $ 1,620.5 | $ 1,597.6 | |||
Permits and leasehold agreements | Series of Individually Immaterial Asset Acquisitions | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross | $ 26.3 | $ 26.3 | ||||
Permits and leasehold agreements | Static and Digital Displays | Series of Individually Immaterial Asset Acquisitions | Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Approximate number of displays acquired | Displays | 440 | 440 |
Lease assets and liabilities, l
Lease assets and liabilities, lessee (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 1,657.3 | $ 1,562.6 |
Short-term operating lease liabilities | 204.6 | 188.1 |
Non-current operating lease liabilities | $ 1,459.6 | $ 1,369 |
Weighted-average remaining lease term | 10 years 8 months 12 days | 11 years |
Weighted-average discount rate | 6% | 5.80% |
Lease expenses (Details)
Lease expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Lessee, Lease, Description [Line Items] | ||||||
Variable lease costs | $ 32.9 | $ 27.9 | $ 103.5 | [1] | $ 80.7 | |
Cash paid for operating leases | 107.1 | 107.4 | 358 | 332.1 | ||
Leased assets obtained in exchange for new operating lease liabilities | 49.3 | 61.6 | 305.3 | 213.9 | ||
Operating | 239.8 | 232.6 | 721.2 | 671.9 | ||
Immaterial Error Correction | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Variable lease costs | $ 5.2 | |||||
Operating | $ 5.2 | |||||
Operating expense | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease costs | 123.3 | 113.5 | 372.3 | [1] | 331.9 | |
Selling, general and administrative | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease costs | $ 3.2 | $ 2 | $ 9.5 | $ 7.4 | ||
[1]Includes an out-of-period adjustment of $5.2 million recorded in the first quarter of 2023 related to variable billboard property lease expenses |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Rental income | $ 340.8 | $ 331 | $ 988.5 | $ 961.5 |
Asset Retirement Obligation - N
Asset Retirement Obligation - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 | |
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 | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
As of December 31, 2022 | $ 37.8 |
Accretion expense | 2.3 |
Additions | 0.2 |
Liabilities settled | (2.3) |
As of September 30, 2023 | $ 38 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 USD ($) joint_venture Displays | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) joint_venture Displays | Sep. 30, 2022 USD ($) | Jan. 18, 2033 USD ($) | Jan. 18, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Operating lease assets | $ 1,657.3 | $ 1,657.3 | $ 1,562.6 | ||||
Operating lease liabilities | 1,459.6 | 1,459.6 | 1,369 | ||||
Billboard | 363.6 | $ 355 | 1,055.8 | $ 1,007.2 | |||
Management fee revenue | 1 | $ 2.3 | 3.4 | $ 6.3 | |||
Other Assets | |||||||
Related Party Transaction [Line Items] | |||||||
Equity method investments | $ 10.1 | $ 10.1 | $ 12.2 | ||||
Minimum | 2 Times Square And 1600 Broadway | |||||||
Related Party Transaction [Line Items] | |||||||
Lessee, Operating Lease, Liability to be Paid Annually | $ 1.8 | ||||||
Maximum | 2 Times Square And 1600 Broadway | Forecast | |||||||
Related Party Transaction [Line Items] | |||||||
Lessee, Operating Lease, Liability to be Paid Annually | $ 3.5 | ||||||
LA And Vancouver Joint Ventures | |||||||
Related Party Transaction [Line Items] | |||||||
Equity method investment, ownership percentage | 50% | 50% | |||||
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 | 7 | 7 | |||||
Beneficial Owner | |||||||
Related Party Transaction [Line Items] | |||||||
Lessee, Operating Lease, Term of Contract | 10 years | ||||||
Lessee, Operating Lease, Liability to be Paid Annually Years One Through Five | $ 8.5 | ||||||
Lessee, Operating Lease, Liability To Be Paid Annually, Years Six Through Ten | 12 | ||||||
Lessee, Operating Lease, Liability To Be Paid, Year Five | 10 | ||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating lease assets | Operating lease assets | |||||
Operating lease assets | $ 93.3 | $ 93.3 | |||||
Operating lease liabilities | $ 93.1 | $ 93.1 | |||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities | Operating lease liabilities | |||||
Beneficial Owner | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Lessee, Operating Lease, Liability, to be Paid | 22 | ||||||
Beneficial Owner | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Lessee, Operating Lease, Liability, to be Paid | $ 100 | ||||||
Beneficial Owner | Operating expense | |||||||
Related Party Transaction [Line Items] | |||||||
Operating lease costs | $ 2.4 | $ 7.3 | |||||
Beneficial Owner | Revenues | |||||||
Related Party Transaction [Line Items] | |||||||
Billboard | $ 1.9 | $ 5.7 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Short-term debt | $ 150 | $ 30 |
Long-term debt, net | 2,630 | 2,626 |
Total debt, net | $ 2,780 | $ 2,656 |
Weighted average cost of debt | 5.50% | 5.20% |
Term loan, due 2026 | ||
Debt Instrument [Line Items] | ||
Maturity date | Nov. 18, 2026 | |
Term loan, due 2026 | Secured debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 598.9 | $ 598.6 |
Maturity date | Nov. 18, 2026 | Nov. 18, 2026 |
6.250% senior unsecured notes, due 2025 | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Debt interest rate percentage | 6.25% | 6.25% |
Maturity date | Jun. 15, 2025 | Jun. 15, 2025 |
5.000% senior unsecured notes, due 2027 | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Debt interest rate percentage | 5% | 5% |
Maturity date | Aug. 15, 2027 | Aug. 15, 2027 |
4.250% senior unsecured notes, due 2029 | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Debt interest rate percentage | 4.25% | 4.25% |
Maturity date | Jan. 15, 2029 | Jan. 15, 2029 |
4.625% senior unsecured notes, due 2030 | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Debt interest rate percentage | 4.625% | 4.625% |
Maturity date | Mar. 15, 2030 | Mar. 15, 2030 |
AR Facility | ||
Debt Instrument [Line Items] | ||
Credit facility, outstanding amount | $ 150 | $ 30 |
Short-term debt | AR Facility | ||
Debt Instrument [Line Items] | ||
Credit facility, outstanding amount | 150 | |
Long-term debt | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | (18.9) | (22.6) |
Long-term debt | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | 2,050 | 2,050 |
Long-term debt | 6.250% senior unsecured notes, due 2025 | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | 400 | 400 |
Long-term debt | 5.000% senior unsecured notes, due 2027 | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | 650 | 650 |
Long-term debt | 4.250% senior unsecured notes, due 2029 | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | 500 | 500 |
Long-term debt | 4.625% senior unsecured notes, due 2030 | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 500 | $ 500 |
Debt - Narrative (Details) - De
Debt - Narrative (Details) - Debt Instruments $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Debt Covenant, covenant description | The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. | ||||
Debt Covenant, Restricted cash limit | $ 150 | $ 150 | |||
Debt Covenant, maximum consolidated total leverage ratio | 6 | ||||
Consolidated total leverage ratio | 5.2 | ||||
Deferred financing costs | 24.1 | $ 24.1 | |||
Fair Value, Inputs, Level 2 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt at fair value | $ 2,500 | $ 2,500 | $ 2,500 | ||
Term loan, due 2026 | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Nov. 18, 2026 | ||||
Secured debt | Term loan, due 2026 | |||||
Debt Instrument [Line Items] | |||||
Interest rate at period end | 7.10% | 7.10% | |||
Unamortized debt discount | $ 1.1 | $ 1.1 | |||
Maturity date | Nov. 18, 2026 | Nov. 18, 2026 | |||
Revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Debt Covenant, maximum consolidated net secured leverage ratio, REIT Election | 4.5 | ||||
Net secured leverage ratio | 1.1 | ||||
Commitment fee for unused commitments | $ 0.5 | $ 0.4 | $ 1.3 | $ 1.2 |
Debt - Narrative (Details) - Li
Debt - Narrative (Details) - Line of Credit Facility $ in Millions | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 USD ($) | Jun. 30, 2023 amendments | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Jun. 14, 2023 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Nov. 02, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Line of Credit Facility [Line Items] | |||||||||
Number Of Amendments to Credit Agreement | amendments | 2 | ||||||||
Revolving credit facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 500 | $ 500 | $ 500 | ||||||
Commitment fee for unused commitments | 0.5 | $ 0.4 | 1.3 | $ 1.2 | |||||
Credit facility, expiration date | Jun. 15, 2028 | Nov. 18, 2024 | |||||||
Revolving credit facility | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 2.25% | 1.75% | |||||||
Revolving credit facility | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.75% | 1.25% | |||||||
Revolving credit facility | Long-term debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility, outstanding amount | 0 | $ 0 | 0 | ||||||
Letter of credit sublimit to revolving credit facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Letters of credit outstanding, amount | 6.5 | 6.5 | 6.5 | ||||||
Letter of credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 81 | 81 | 81 | ||||||
Letters of credit outstanding, amount | 75.7 | 75.7 | 75.7 | ||||||
AR Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 150 | 150 | 150 | ||||||
Credit facility, outstanding amount | 150 | 150 | 150 | $ 30 | |||||
Commitment fee for unused commitments | $ 0.1 | ||||||||
Credit facility, expiration date | May 30, 2025 | ||||||||
AR Facility | Short-term debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility, outstanding amount | 150 | 150 | $ 150 | ||||||
Line of credit facility, remaining borrowing capacity | $ 0 | $ 0 | $ 0 | ||||||
Borrowing rate | 6.40% | 6.40% | 6.40% | ||||||
AR Facility | Short-term debt | Subsequent event | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility, outstanding amount | $ 140 | ||||||||
Borrowing rate | 6.40% | ||||||||
AR securitization facilities | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, collateral amount | $ 317.7 | $ 317.7 | $ 317.7 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||||
Dec. 29, 2023 | Dec. 01, 2023 | Nov. 02, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 21, 2017 | |
Class of Stock [Line Items] | ||||||||||||
Common stock authorized (shares) | 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 | ||||
Common stock issued (shares) | 165,049,566 | 165,049,566 | 164,200,000 | |||||||||
Common stock outstanding (shares) | 165,049,566 | 165,049,566 | 164,200,000 | |||||||||
Preferred stock authorized (shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||
Preferred stock, par value per share ($ per share) | $ 0.01 | $ 0.01 | ||||||||||
Series A Preferred Stock issued (shares) | 125,000 | 125,000 | 100,000 | |||||||||
Series A Preferred Stock outstanding (shares) | 125,000 | 125,000 | 100,000 | |||||||||
Series A Preferred Stock, par value per share ($ per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Series A Preferred Stock dividend rate (%) | 7% | 7% | 7% | 7% | ||||||||
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 $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles. Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends. | |||||||||||
Series A Preferred Stock, conversion price ($ per share) | $ 16 | $ 16 | ||||||||||
Series A Preferred Stock, Common shares issuable (shares) | 62.50 | 62.50 | ||||||||||
Dividends paid | $ 155.4 | $ 154.3 | ||||||||||
Dividends declared per common share ($ per share) | $ 0.30 | $ 0.30 | $ 0.90 | $ 0.90 | ||||||||
Subsequent event | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends declared per common share ($ per share) | $ 0.30 | |||||||||||
Subsequent event | Ordinary Dividend | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends payable, date declared | Nov. 02, 2023 | |||||||||||
Dividends payable, date to be paid | Dec. 29, 2023 | |||||||||||
Dividends payable, date of record | Dec. 01, 2023 | |||||||||||
Maximum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend Percentage In Excess Of Required Distributions For A REIT | 5% | |||||||||||
At-The-Market Equity Offering Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
ATM Program, authorized amount outstanding | $ 232.5 | $ 232.5 | $ 300 | |||||||||
Shares issued under the ATM Program (shares) | 0 | |||||||||||
Noncontrolling Interest | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends paid | $ 0 | $ 0 | $ 0 | $ 0.1 | ||||||||
Series A Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Series A Preferred Stock outstanding (shares) | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 400,000 | ||||
Stock Redeemed or Called During Period, Shares | (300,000) | |||||||||||
Dividends | $ 3.2 | |||||||||||
Common stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock outstanding (shares) | 165,000,000 | 164,000,000 | 165,000,000 | 164,000,000 | 165,000,000 | 164,200,000 | 164,000,000 | 145,600,000 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 17,400,000 | |||||||||||
Series A Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Series A Preferred Stock, Common shares issuable (shares) | 7,800,000 | 7,800,000 | ||||||||||
Dividends paid | $ 2.2 | $ 6.6 | ||||||||||
Dividends | $ (2.2) | $ (2.2) | $ (6.6) | $ (9.8) |
Revenues Disaggregation of Reve
Revenues Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Billboard | $ 363.6 | $ 355 | $ 1,055.8 | $ 1,007.2 |
Transit | 91.2 | 98.7 | 263.6 | 270.2 |
Revenues | 454.8 | 453.7 | 1,319.4 | 1,277.4 |
Static displays | ||||
Disaggregation of Revenue [Line Items] | ||||
Billboard | 242.9 | 241.5 | 702.5 | 689.2 |
Transit | 47.2 | 54.8 | 138.1 | 151.5 |
Digital displays | ||||
Disaggregation of Revenue [Line Items] | ||||
Billboard | 108.3 | 101.4 | 311.1 | 282.7 |
Transit | 34.5 | 34.2 | 97.7 | 92.3 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Billboard | 12.4 | 12.1 | 42.2 | 35.3 |
Transit | 7.7 | 8 | 22.3 | 21.5 |
Transit | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit | 89.4 | 97 | 258.1 | 265.3 |
Other Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit | $ 1.8 | $ 1.7 | $ 5.5 | $ 4.9 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Rental income | $ 340.8 | $ 331 | $ 988.5 | $ 961.5 |
Revenues Revenue from External
Revenues Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Billboard | $ 363.6 | $ 355 | $ 1,055.8 | $ 1,007.2 |
Transit and other | 91.2 | 98.7 | 263.6 | 270.2 |
Revenues | 454.8 | 453.7 | 1,319.4 | 1,277.4 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Billboard | 344 | 335.3 | 1,002.3 | 950.8 |
Revenues | 430.5 | 429.7 | 1,253.6 | 1,209.6 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24.3 | 24 | 65.8 | 67.8 |
Transit and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit and other | 89.4 | 97 | 258.1 | 265.3 |
Transit and other | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit and other | 84.7 | 92.7 | 245.8 | 253.9 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Billboard | 12.4 | 12.1 | 42.2 | 35.3 |
Transit and other | 7.7 | 8 | 22.3 | 21.5 |
Other Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit and other | 1.8 | 1.7 | 5.5 | 4.9 |
Other Revenues | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Transit and other | $ 1.8 | $ 1.7 | $ 5.5 | $ 4.9 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Acquisitions | $ 30.7 | $ 278.9 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 06, 2023 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 6,475,000 | |
Omnibus Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 19,575,000 | |
Restricted Stock Units and Performance Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs related to non-vested RSUs and PSUs | $ 36 | |
Expected recognition period for non-vested RSUs and PSUs | 1 year 8 months 12 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Allocation of Share-based Compensation Costs by Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Tax benefit | $ (0.2) | $ (0.4) | $ (0.7) | $ (1.2) |
Stock-based compensation expense, net of tax | 7 | 8.2 | 22.2 | 23.8 |
Restricted Stock Units and Performance Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expenses, before income taxes | $ 7.2 | $ 8.6 | $ 22.9 | $ 25 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Unvested Restricted Stock Units and Performance Restricted Stock Units Roll Forward (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted Stock Units and Performance Restricted Stock Units | |
RSUs and PRSUs, Nonvested, Number of Shares | |
Non-vested as of December 31, 2022 (shares) | shares | 2,644,039 |
Non-vested as of September 30, 2023 (shares) | shares | 2,801,377 |
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted Average Grant Date Fair Value, Non-Vested, as of December 31, 2022 ($ per share) | $ / shares | $ 24.28 |
Weighted Average Grant Date Fair Value, Non-Vested, as of September 30, 2023 ($ per share) | $ / shares | $ 21.11 |
Restricted Stock Units (RSUs) | |
RSUs and PRSUs, Nonvested, Number of Shares | |
Granted (shares) | shares | 1,109,485 |
Vested (shares) | shares | (938,873) |
Forfeitures (shares) | shares | (81,008) |
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted Average Grant Date Fair Value, Grants ($ per share) | $ / shares | $ 19.03 |
Weighted Average Grant Date Fair Value, Vested ($ per share) | $ / shares | 24.55 |
Weighted Average Grant Date Fair Value, Forfeited ($ per share) | $ / shares | $ 21.22 |
Performance Restricted Stock Units (PRSUs) | |
RSUs and PRSUs, Nonvested, Number of Shares | |
Granted (shares) | shares | 619,687 |
Vested (shares) | shares | (516,609) |
Forfeitures (shares) | shares | (35,344) |
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted Average Grant Date Fair Value, Grants ($ per share) | $ / shares | $ 20.64 |
Weighted Average Grant Date Fair Value, Vested ($ per share) | $ / shares | 25.36 |
Weighted Average Grant Date Fair Value, Forfeited ($ per share) | $ / shares | $ 21.50 |
Retirement Benefits - Schedule
Retirement Benefits - Schedule of Net Benefit Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ 0 | $ 0.1 | $ 0 | $ 0.1 |
Interest cost | 0.6 | 0.4 | 1.7 | 1.4 |
Expected return on plan assets | (0.7) | (0.7) | (2.1) | (2.1) |
Net periodic pension cost | $ (0.1) | $ (0.2) | $ (0.4) | $ (0.6) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Minimum | |
Operating Loss Carryforwards [Line Items] | |
Open tax year | 2019 |
Earnings Per Share ("EPS") (Det
Earnings Per Share ("EPS") (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Net income (loss) attributable to OUTFRONT Media Inc. | $ 17 | $ 40.8 | $ (490.8) | $ 88.7 | |
Dividends | 155.4 | 154.3 | |||
Net income (loss) available for common stockholders, basic | 14.8 | 38.6 | (497.4) | 78.8 | |
Net income (loss) available for common stockholders, diluted | $ 14.8 | $ 38.6 | $ (497.4) | $ 78.8 | |
Weighted average number of shares for basic EPS (shares) | 165 | 164 | 164.9 | 160 | |
Dilutive potential shares from grants of RSUs and PRSUs (shares) | [1] | 0.2 | 0.6 | 0 | 0.7 |
Weighted average number of shares for diluted EPS (shares) | [1],[2],[3] | 165.2 | 164.6 | 164.9 | 160.7 |
Series A Preferred Stock | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Dividends | $ 2.2 | $ 2.2 | $ 6.6 | $ 9.8 | |
Noncontrolling Interest | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Dividends | $ 0 | $ 0 | $ 0 | $ 0.1 | |
Stock compensation plan | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from EPS calculation (shares) | 2 | 0.9 | 2.1 | 0.7 | |
Series A Preferred Stock | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from EPS calculation (shares) | 7.8 | 7.8 | 7.8 | 11.5 | |
Noncontrolling Interest | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from EPS calculation (shares) | 0.1 | ||||
[1] The potential impact of 2.0 million granted RSUs and PRSUs in the three months ended September 30, 2023, 0.9 million granted RSUs and PRSUs in the three months ended September 30, 2022, 2.1 million granted RSUs and PRSUs in the nine months ended September 30, 2023, and 0.7 million granted RSUs and PRSUs in the nine months ended September 30, 2022, were antidilutive. |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 60 Months Ended | 80 Months Ended | |||||
Jul. 29, 2021 Displays | Jul. 28, 2021 | Sep. 30, 2023 USD ($) Displays | Jun. 30, 2023 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2023 USD ($) Displays | Dec. 31, 2026 | Apr. 01, 2028 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | ||||||||||
MTA equipment deployment costs | $ 1,100,000 | $ 1,100,000 | $ 426,800,000 | $ 348,000,000 | ||||||
Equipment Deployment Costs Percentage | 30% | |||||||||
Recoupment | 0 | |||||||||
Impairment charges | 12,100,000 | $ 463,500,000 | ||||||||
Standalone letters of credit and sublimit to revolving credit facility | ||||||||||
Other Commitments [Line Items] | ||||||||||
Letters of credit outstanding, amount | 82,200,000 | 82,200,000 | ||||||||
Surety Bond | ||||||||||
Other Commitments [Line Items] | ||||||||||
Surety bonds outstanding | $ 172,200,000 | $ 172,200,000 | ||||||||
MTA Agreement | ||||||||||
Other Commitments [Line Items] | ||||||||||
Contract term | 13 years | 10 years | ||||||||
Contract term extension option | 5 years | |||||||||
MTA Agreement | Subsequent event | ||||||||||
Other Commitments [Line Items] | ||||||||||
Revenue share percentage | 65% | |||||||||
Additional equipment deployment cost percentage | 2.50% | |||||||||
Metropolitan Transportation Authority ("MTA") | ||||||||||
Other Commitments [Line Items] | ||||||||||
Impairment charges | $ 443,100,000 | |||||||||
Metropolitan Transportation Authority ("MTA") | ||||||||||
Other Commitments [Line Items] | ||||||||||
Equipment Deployment Costs Percentage | 70% | |||||||||
Maximum | MTA Agreement | Subsequent event | ||||||||||
Other Commitments [Line Items] | ||||||||||
Decrease in revenue percentage | 5% | |||||||||
Maximum | Metropolitan Transportation Authority ("MTA") | ||||||||||
Other Commitments [Line Items] | ||||||||||
MTA equipment deployment costs | $ 50,700,000 | |||||||||
Minimum | Subsequent event | ||||||||||
Other Commitments [Line Items] | ||||||||||
Recoupment | $ 0 | |||||||||
MTA digital advertising screens on subway and train platforms | ||||||||||
Other Commitments [Line Items] | ||||||||||
Number of displays | Displays | 5,433 | 5,117 | 5,117 | |||||||
MTA smaller-format digital advertising screens rolling stock | ||||||||||
Other Commitments [Line Items] | ||||||||||
Number of displays | Displays | 15,896 | 8,760 | 8,760 | |||||||
MTA communication displays | ||||||||||
Other Commitments [Line Items] | ||||||||||
Number of displays | Displays | 9,283 | 4,909 | 4,909 | |||||||
MTA displays installed | ||||||||||
Other Commitments [Line Items] | ||||||||||
Number of displays | Displays | 18,786 | 18,786 | ||||||||
Number of display additions | Displays | 2,028 | 4,633 |
Commitment and Contingencies MT
Commitment and Contingencies MTA Agreement Schedule (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Change In MTA Deployment Costs [Roll Forward] | |||
Prepaid MTA equipment deployment costs, beginning of period | $ 363.2 | $ 279.8 | $ 279.8 |
Other current assets, beginning of period | 5.6 | ||
Intangible assets, gross, beginning of period | 2,149.7 | ||
MTA deployment costs, beginning of period | 426.8 | 348 | 348 |
MTA equipment development cost additions | 32.7 | 88.9 | |
Total recoupment and MTA funding | (0.1) | (3.7) | |
Increase (Decrease) reclassification to (from) Prepaid MTA equipment deployment costs | 21.8 | 61.1 | |
Prepaid MTA equipment deployment costs, end of period | 0 | 363.2 | |
Intangible assets, gross, end of period | 2,565.4 | 2,149.7 | |
Other current assets, end of period | 9.2 | 5.6 | |
MTA deployment costs, end of period | 1.1 | 426.8 | |
MTA equipment deployment costs | |||
Change In MTA Deployment Costs [Roll Forward] | |||
Other current assets, beginning of period | 1.6 | 5.2 | 5.2 |
Deployment costs incurred | 21.8 | 83.4 | |
Other current assets | (0.4) | 0.1 | |
Amortization and impairment of intangible assets | (458.3) | (6.4) | |
Other current assets, end of period | 1.1 | 1.6 | |
MTA equipment deployment costs | Reclassification, Other | |||
Change In MTA Deployment Costs [Roll Forward] | |||
Increase (Decrease) reclassification to (from) Prepaid MTA equipment deployment costs | (385) | ||
Increase (Decrease) reclassification to (from) intangible assets | 385 | ||
MTA Funding | |||
Change In MTA Deployment Costs [Roll Forward] | |||
Other current assets | (0.1) | (3.7) | |
Franchise agreements | |||
Change In MTA Deployment Costs [Roll Forward] | |||
Intangible assets, gross, beginning of period | 533.2 | ||
Intangible assets, gross, end of period | 923.9 | 533.2 | |
Franchise agreements | MTA equipment deployment costs | |||
Change In MTA Deployment Costs [Roll Forward] | |||
Intangible assets, gross, beginning of period | 62 | $ 63 | 63 |
Intangible asset additions | 11.3 | 5.4 | |
Amortization and impairment of intangible assets | (458.3) | (6.4) | |
Intangible assets, gross, end of period | $ 0 | $ 62 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Reconcili
Segment Information - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 454.8 | $ 453.7 | $ 1,319.4 | $ 1,277.4 |
Operating segments | U.S. Media | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 428.7 | 428 | 1,248.1 | 1,204.7 |
Operating segments | Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 26.1 | $ 25.7 | $ 71.3 | $ 72.7 |
Segment Information - Adjusted
Segment Information - Adjusted OIBDA by Segment and Reconciliation to Consolidated Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |||
Segment Reporting Information [Line Items] | ||||||
Net income (loss) before allocation to non-controlling interests | $ 16.7 | $ 41.1 | $ (490.4) | $ 89.6 | ||
(Benefit) provision for income taxes | 1.4 | (0.3) | 2.2 | (1.2) | ||
Equity in earnings of investee companies, net of tax | 0.2 | (0.4) | 1.3 | (1.9) | ||
Interest expense, net | 40.2 | 33.6 | 117.6 | 95.9 | ||
Other income (expense), net | 0.1 | 0.3 | (0.1) | 0.3 | ||
Operating income (loss) | 58.6 | 74.3 | (369.4) | 182.7 | ||
Net loss on dispositions | 0 | 0.2 | 0.2 | 0.1 | ||
Impairment charges | 12.1 | 0 | 523.5 | 0 | ||
Depreciation and amortization | 39 | 40.1 | 122.1 | 110.9 | ||
Stock-based compensation | 7.2 | 8.6 | 22.9 | 25 | ||
Adjusted OIBDA | 116.9 | 123.2 | 299.3 | 318.7 | ||
Capital expenditures | 63.6 | 66.6 | ||||
Operating segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income (loss) | 58.6 | 74.3 | (369.4) | 182.7 | ||
Net loss on dispositions | 0 | 0.2 | 0.2 | 0.1 | ||
Impairment charges | 12.1 | 0 | 523.5 | 0 | ||
Depreciation and amortization | 39 | 40.1 | 122.1 | 110.9 | ||
Capital expenditures | 18.7 | 24.8 | 63.6 | 66.6 | ||
Operating segments | U.S. Media | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income (loss) | 72.7 | 91.3 | (314.9) | 235.9 | ||
Net loss on dispositions | 0 | 0.2 | 0.2 | 0.1 | ||
Impairment charges | 12.1 | [1] | 0 | 523.5 | [1] | 0 |
Depreciation and amortization | 35.4 | 36.7 | 111.6 | 101.5 | ||
Adjusted OIBDA | 120.2 | 128.2 | 320.4 | 337.5 | ||
Capital expenditures | 16.4 | 23.8 | 58 | 64.1 | ||
Operating segments | Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income (loss) | 2.7 | 2.4 | 3.6 | 4.8 | ||
Depreciation and amortization | 3.6 | 3.4 | 10.5 | 9.4 | ||
Adjusted OIBDA | 6.3 | 5.8 | 14.1 | 14.2 | ||
Capital expenditures | 2.3 | 1 | 5.6 | 2.5 | ||
Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income (loss) | (16.8) | (19.4) | (58.1) | (58) | ||
Adjusted OIBDA | $ (9.6) | $ (10.8) | $ (35.2) | $ (33) | ||
[1] Impairment charges related to a decline in the long-term outlook of our U.S. Transit and Other reporting unit (see Note 4. Long-Lived Assets) and an other-than-temporary decline in fair value of a cost-method investment. |
Segment Information - Reconci_2
Segment Information - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 5,554.8 | $ 5,990 |
Operating segments | U.S. Media | ||
Segment Reporting Information [Line Items] | ||
Total assets | 5,271.3 | 5,732.1 |
Operating segments | Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | 248.1 | 240.4 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 35.4 | $ 17.5 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Areas (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | [1] | $ 5,163.5 | $ 5,586.8 |
United States | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | [1] | 4,962.1 | 5,391 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | [1] | $ 201.4 | $ 195.8 |
[1]Reflects total assets less current assets, investments and non-current deferred tax assets. |
Subsequent Events (Details)
Subsequent Events (Details) - CAD ($) $ in Millions | Oct. 22, 2024 | Oct. 22, 2023 |
Forecast | ||
Subsequent Event [Line Items] | ||
Gain (Loss) on Contract Termination | $ 20 | |
Subsequent event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Canadian Business | ||
Subsequent Event [Line Items] | ||
Disposal Group, Including Discontinued Operation, Consideration | $ 410 |