Good afternoon. My name is Dennis, and I will be your conference operator today. At this time, I would like to welcome everyone to the Outfront Second Quarter 2023 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question and answer session. I would now like to turn the conference over to Mr. Stephan Bisson, Vice President of Investor Relations. Please go ahead.

Good afternoon and thank you for joining our 2023 second quarter earnings call. With me on the call today are Jeremy Male, Chairman and Chief Executive Officer; and Matthew Siegel, Executive Vice President and Chief Financial Officer. After a discussion of our financial results, we will open up the lines for a question and answer session. Our comments today will refer to the earnings release and the slide presentation that you can find on the Investor Relations section of our website, outfront.com. After today’s call has concluded, a replay will be available there as well. This conference call may include forward-looking statements. Relevant factors that could cause actual results to differ materially from these forward-looking statements are listed in our earnings materials and in our SEC filings, including our 2022 Form 10-K and our June 30, 2023 Form 10-Q which we expect to file in coming days. We will refer to certain non-GAAP financial measures on this call. Any references to OIBDA made today will be on an adjusted basis. Reconciliations of OIBDA and other non-GAAP financial measures are in the appendix of the slide presentation, the earnings release, and on our website, which also includes presentations with prior period reconciliations. Let me now turn the call over to Jeremy.

Thanks, Stephan, and thank you again everyone for joining us today. While our revenues reached our mid-single-digit guidance provided in May, they were a little below our original expectations and budget. The quarter got off to a good start, but business softened towards the end, particularly in June, where much of the late booking revenue we had experienced in recent quarters did not materialize to the same extent. As you can see on Slide 3, which summarizes our headline numbers, total consolidated revenue grew 4% during the quarter, reflecting about 3% growth in our core business and around a point of growth from various acquisitions over the prior 12 months. Adjusted OIBDA declined slightly year-over-year, due to transit and other factors, while AFFO was down primarily due to this lower OIBDA and higher interest expense. Slide 4 shows our revenue results by segment. Total U.S. media increased nearly 5% on a reported basis year-over-year. Other, which consists mostly of Canada, was down 7% versus the prior year on a reported basis, hurt by the stronger U.S.-Canadian dollar exchange rate. On an organic constant dollar basis, other was down 2%. Breaking this down further on Slide 5, you can see the components of our U.S. media revenues. Billboard, which is about 80% of our revenues, grew 6% with good performance in most of our markets led by New York and Miami, which continue to be particularly strong. As we had anticipated, our transit revenue was again essentially flat versus last year. The details behind our local and national revenues in our U.S. business can be seen on Slide 6. As you can see, national growth outpaced local this quarter, up nearly 6% year-over-year compared to local's almost 4%. The strength in national advertising was seen in the strong performances of our largest markets, and our local-national split was 58%, 42% in the quarter, moving us closer to our more typical 55:45 split. Slide 7 illustrates our U.S. Billboard yield, which grew just over 5% year-over-year to over $2850. This improvement was driven primarily by an increased number of digital faces, which typically generate more dollars per board than average. Slide 8 highlights our positive digital performance with digital revenues growing almost 13% in the quarter and representing nearly 32% of our total revenue, up 250 basis points from last year. Digital Billboard revenues were up approximately 14% versus the prior year, primarily because of new inventory. We added 38 digital boards during the quarter, raising our total to 2048. Digital transit was up 9%, also primarily due to additional inventory compared to last year. On Slide 9, you can see the results of our static revenues, which were essentially flat year-over-year, with 1% growth in Billboard being offset by a 6% decline in transit. The modest growth in static Billboard revenues is notable, given that we continue to convert many of our best static boards to digital. Before handing the call over to Matt, I want to come back to transit. You will see in our release that we booked an approximately $511 million non-cash impairment charge on our transit reporting unit and our transit assets, particularly the digital buildup of our New York MTA assets. This non-cash charge follows accounting guidelines and is the result of our revised valuation of our transit franchises in our financial statements. This change reflects the impact of the disappointing performance we have seen thus far this year and subsequently lowered future expectations in our revised financial model. Clearly, the COVID-19 pandemic massively disrupted how people work and commute, adversely impacting transit ridership and in turn, our ability to generate advertising revenue on these assets. The ongoing lower ridership levels, coupled with new urban trends and some adverse public perception of the transit environment in major cities was certainly not what anyone expected when we entered into these contracts. And while we still absolutely believe our transit business will continue to recover, the pace of recovery has stalled in 2023. I will also mention that, given the current challenges posed by MTA contracts in particular, we are currently engaged in conversations with the MTA and are hoping to find a mutually agreeable approach to address the significant changes in the New York City transit environment since the signing of the agreement in 2017. We will update you on this in the coming months. In any event, we considered it advisable, prudent, and timely to update the value of our investment in these transit franchises leading to today’s non-cash charge. I would additionally mention this period of transit weakness was further impacted by changes to the fall television schedules caused by the writers and actors strike, which will prevent us from achieving our previously issued AFFO guidance for 2023. Again, Matt will provide more detail on our revised expectations later on the call. And with that, let me now hand over to Matt.

Thanks, Jeremy, and good afternoon, everyone. We appreciate you joining our call today. Before discussing expenses, I would like to pick up where Jeremy ended, with the non-cash impairment charge we recorded this quarter in our transit business. There is a lot to explain. I will do my best and also note that our 10-Q, which we expect to file early next week, will detail much of what I’m about to review. After two strong years of growth, the recovery in transit revenues seemingly stalled in the first half of 2023. Because of this slowdown and our forecasted continued weakness in the back half of the year, and based on our revised financial model, we do not expect to recoup the deployment spend made on the MTA franchise to date before the end of the amended base term in 2030. Therefore, we are reducing the balance sheet value of the prepaid deployment costs and intangible assets on the MTA franchise. This reporting action does not change the economics of a contract and we anticipate some of the many steps we are currently taking to improve performance, such as connecting the MTA digital operating system to demand platforms, enhancing the audience data available for transit, and increasing targeted sales incentives, will all contribute to enhancing our revenue growth. We have now revised our expected revenue growth to an annual range of 5% to 10% after 2023, and throughout the remainder of the amended base term of the contract. Of course, revenue growth above this range could provide an opportunity to recoup some or possibly all of this prospective continued investment over the base term. In addition, we are also reducing the balance sheet amount of smaller transit franchises, including San Francisco, which is also experiencing a reduction in ridership public perception and revenue generation. Before moving on, I would like to discuss our contractual commitments for the MTA franchise going forward. We are currently committed to finishing the initial deployment, which we expect to do next year. To complete the deal, we expect to spend a total of approximately $95 million over the next 18 months, with $30 million to $40 million to be spent in the second half of 2023, and $50 million to $60 million spent next year. After 2024, we expect replacement capital requirements of $30 million to $40 million per annum. We will assess our equipment deployment costs for impairment quarterly, in each case booking an impairment charge to the extent we continue to project an aggregate negative cash flow throughout the remainder of the amended base term of the MTA agreement. As of today, with most of the initial build and investments behind us, along with the revenue estimates I just described, our current projections anticipate that the MTA franchise will become cash flow neutral over the remaining amended base term of the MTA agreement beginning at some point during 2024. Currently, the entire remaining amended base term of the MTA contract is expected to have an aggregate cumulative cash outflow of approximately $50 million. Given these estimates and based on our current model, we expect to incur additional impairment charges on our MTA deployment costs until we become cash flow neutral, including the remaining $40 million we expect to spend in 2023 and at least $10 million of the $50 million to $60 million we expect to spend in 2024. As you can imagine, the model is highly sensitive to revenue growth assumptions, and a hundred basis point change from our assumed 6.6% revenue CAGR between 2024 and 2030 results in about a $70 million change in estimated cash flows from the contract. Now, please turn to Slide 10 for a more detailed look at our expenses. Total expenses were up approximately $22 million or 7% year-over-year, principally driven by billboard lease expense growth of 14% versus last year’s comparable period. Much of this lease expense growth is associated with new inventory we have added over the prior 12 months. Also contributing is the exceptional performance of many of our prime assets in large markets, which are frequently operated under revenue share agreements. Looking at the remainder of the year, we expect a year-over-year growth rate for Billboard lease expense to moderate from here and also continue moderating into 2024. Transit franchise expense was up 3%, primarily due to the increased amount owed to the New York MTA from the contractually required inflation adjustment this year. Partially maintenance and other expense growth was less than 4%, given higher taxes and higher compensation-related expenses. SG&A expense was up just 1.6% versus last year, reflecting a modest increase in headcount versus a year ago, partially offset by lower incentive compensation and the impact of certain cost initiatives undertaken during the quarter. We continue to evaluate methods to lower SG&A expense growth and believe that these expenses will represent a lower percentage of revenues in the second half of the year when compared to comparable periods in 2022. Corporate expense was up just under a million dollars versus last year. This increase was entirely driven by the adverse impact of market fluctuations on an unfunded equity index-linked retirement plan, which moves in the opposite direction to the S&P 500, slightly offset by reduced compensation-related expenses. On Slide 11, you can see our OIBDA for the quarter has declined $4 million from last year, primarily due to the impacts of higher costs from increased billboard lease expense and higher transit franchise expenses. Slide 12 provides additional detail on the sources and growth of OIBDA. U.S. Billboard OIBDA was up 1.2% and Billboard OIBDA margin was 27.3%, down versus a year ago, but flat versus the comparable period in 2019. The margin decline versus 2022 was driven by new and acquired inventory, as acquired inventory is still ramping to our projected revenue levels. We expect Billboard margins in the second half of 2023 will again return to levels above those achieved in 2019. Looking forward to 2024, we expect Billboard margins will continue their upward trajectory as revenues on acquired inventory ramp to our expectations. Substantially all of our consolidated total OIBDA comes from U.S. Billboard, demonstrating that the driver of value continues to be our solid Billboard performance. Transit was down approximately $3 million versus the prior year due to higher expenses driven by the increase owed to the New York MTA. In terms of capital expenditures, on Slide 13, Q2 CapEx spend was $22 million, including $8 million of maintenance expense. The $2.6 million decline in total CapEx versus the prior year was primarily due to fewer investments in new digital billboards. For the year, we expect total CapEx of $80 million to $85 million, down $5 million to $10 million from our prior forecast. We expect maintenance CapEx to be approximately $25 million to $30 million. Looking at AFFO on Slide 14, you can see our Q2 AFFO of approximately $78 million is down year-over-year, primarily given this lowered OIBDA and higher interest expense. As Jeremy mentioned earlier, we expect that we will meet our previous mid-single-digit AFFO annual growth guidance, primarily given the continued weakness we are seeing in transit. Currently, we believe 2023 AFFO may decline by high single digits, possibly low double digits versus 2022. We thought it might be helpful to provide some additional information on some of the inputs within the AFFO guidance. First, we expect full-year U.S. Billboard OIBDA to be around $500 million. Second, we expect full-year U.S. Transit adjusted OIBDA to be a loss of $15 million to $20 million, and our expectations for other items that impact AFFO remain mostly unchanged. Please turn to Slide 15 for an update on our balance sheet. The company’s liquidity is approximately $550 million, including over $40 million of cash, almost $500 million available via our revolver. We have about $15 million available via accounts receivable securitization facility. As of June 30th, our total net worth was 5.3 times, up slightly from our Q1 level. We remain comfortable with our debt portfolio with our next maturity not being until mid-2025, and approximately a quarter of total debt subject to floating rates. It is also worth noting that we amended and extended our revolving credit facility during the quarter, pushing the maturity out to June 2028. We closed approximately $22 million of tuck-in acquisitions in the quarter, completing a number of small deals we committed to last year. Given our current pipeline and the activity in the marketplace, we will have a much lower volume of deals in 2023 than we completed in 2022, in both quantity and dollar terms. This trend will likely continue in 2024. Lastly, we announced today that our Board of Directors has declared a $0.30 cash dividend payable on September 29th to shareholders of record at the close of business on September 1st. Subject to Board approval, we expect another $0.30 dividend in the fourth quarter, leading to a total of $1.20 being paid through the year. With that, let me turn the call back to Jeremy.

Thanks, Matt. As you may have noted from much of our commentary on today’s call, our Billboard business is doing pretty well, especially in the current uncertain advertising climate that others have mentioned. National sales is somewhat challenged by the writers and actors' strikes in Hollywood, as many of the typical fall and winter television launches have either been put on hold or postponed. While this launch delay impacts both parts of the business, it disproportionately impacts transit, which is more skewed towards media. Based on our visibility as of today, we estimate that Q3 total revenues will grow slightly, with Billboard continuing to grow in low single digits and transit likely to decline. We are taking many steps to improve our revenue performance within transit which Matt touched upon earlier. We are particularly hopeful that connecting the New York MTA programmatic and digital direct selling will improve trends beginning at the start of 2024. We also continue to be focused on our great and growing Billboard business, which represents approximately 80% of total revenues and as of today, essentially a hundred percent of total EBITDA. In fact, as of the second quarter, Billboard had grown both revenue and EBITDA by nearly 26% compared to the first half of 2019. This represents a CAGR of around 6% despite the 18-month interruption posed by the pandemic. This growth is evidence of the strength of both Outfront and the entire Billboard industry. At the end of the day, we believe in the long-term success of both our Billboard and transit assets. The growth drivers that we have outlined at length in the past, at digitization, improving data and insight, mobility, automation, and the outdoor value proposition remain as true today as they ever have been. And with that, operator, let’s now open the line for questions.

Your first question is from Ben Swinburne with Morgan Stanley.

I guess, one kind of clarification question on the MTA and then maybe a bigger picture question. I think Matt, you mentioned you expect to turn free cash flow positive on that contract sometime during 2024, but then I think you also mentioned a cumulative free cash flow loss of $50 million sort of beyond 2024. I just want to make sure I heard you right, and if that is just the sort of MG growing faster than revenue. I just want to make sure I understood that the moving pieces there. And then, Jeremy, you made the point I think quite clearly. You know, your company now, the EBITDA is all Billboard. And so, what are the other options you are thinking about as it relates to transit? Obviously, you have a contract, but what can you - what is on the table for you guys in terms of trying to navigate the situation given it is really not that material to the cash flow of the business anymore.

Maybe I will take the second piece first and then Matt can go back to your first question. So I think fundamentally, transit advertising has been part of the world of out-of-home for many decades and is a fast, important and growing piece of the out-of-home market. What we unfortunately have now is we have a number of contracts that were effectively set pre-pandemic. And while at the time they were written, they were absolutely valid, typically in transit, particularly led by audience, which is for the most part down around 30% in New York and higher than that in a couple of our transit markets. Essentially, what we need to do is look at how we can reset expectations of the transit operators. And those are the discussions that we are having right now with a number of our transit advertising partners and in particular, with the MTA. So it is not actually the business that is - and there is nothing wrong with transit advertising. It remains extremely effective. And remember that the vast majority of our clients buy both Billboards and transit from us. But what we need to do, and we are working very hard on, and we hope to have some more positive information on that as we go forward is resetting those transit company expectations.

Ben, I would just like to clarify the numbers from the first part of your question, we will be cash flow negative $50 million from the start of the third quarter, end of the second quarter in 2023. So now, through 2030, the end of the base term, we think we will burn off that $50 million by sometime in 2024. So from there forward, we will be cash flow neutral.

I see. That is with the 5% to 10% top-line assumption?

Your next question is from the line of Richard Choe with JPMorgan. Please go ahead.

Hi. I just wanted to follow-up a little bit on the MTA. I appreciate that you are re-discussing the contract with them. But is there something that can be done within the company to kind of right-size the business given the new outlook?

There are always things to do, and we are considering a pretty wide variety of things both within the business, within the portfolio, not just the MTA and other transit renewals as they come up. And nothing we can highlight or go into detail about now. But I think there are a series of conversations and efforts. But nothing to report on success just yet.

I think, Richard, maybe just following up on that. If we look back to 2019, we had in round numbers, a $500 million transit advertising business, making a $100 million of OIBDA. And the MTA contract in particular in 2019 was actually working exactly as we had assumed, and we were recouping part of our investment in 2019. So when we look at the business today, it is still a big business. We still have to sell it. We still have to operate it. We still have to manage it. What we need to modify is the way revenues are essentially split between us and our transit partners. That is the key to this, and that is where we will be putting or where we are putting our time and effort right now.

Great. And then follow-up on the Billboard side, I mean, both the digital and static were doing well. I guess there are some concerns that national advertising might be a little bit soft. Can you give any kind of color on what you expect out of national advertising and maybe even some local, regional comments excluding maybe the entertainment and the Hollywood writer strike?

So, what is really the main impact of the actors' and writers' strike is that, as I mentioned in our prepared remarks, it is really the sort of TV fall launches that have really been pushed back. There is some movement in movies, but at the moment that is not a particular concern, but we are obviously keeping an eye on it because depending on how long this continues, there could be further impact. I think as we look at our business in Q3, we are expecting modest growth in our national Billboard business in Q3. We believe our national transit business will be down reflecting the strikes that we just talked about and our local business will likely be up in the low single-digit range.

Your next question is from the line of Jim Goss with Barrington Research.

In terms of the strike, will the Billboard presence be impacted? Just when I assume there is going to be a promotion of the movies that are out there right now. There have only been a couple that have been pushed off, and there tends to be later in the year. So is it a matter of the timing you are facing and the duration of the strike, or are there some other issues, and will it be localized in certain areas or is it, they are pretty much the same across your markets?

Actually on movies at the moment, as I mentioned, that is actually not an issue. I think movies are likely to be fine in Q3. It is really more TV actually where we have been impacted, where typically in September we take good dollars from the networks to promote their full schedules. So not an issue on movies. As I said, there may be a little bit of movement, but that is not that is not a huge concern for us right now in terms of where the media is generally very much skewed towards New York and LA, so they would be the markets where we would notice that impact most.

And with regard to the dividend, the statement declaring the $0.30 now and expectations for another one in the fourth quarter, there is a reasonable interpretation that despite the fact that you are projecting AFFO to be down, that, and it would imply a lower dividend, that it is a non-cash charge and you want to give confidence that you will make it through this and hopefully have an opportunity for the next year, even though you would be paying more than you would be dictated to by your general terms of agreement as a REIT.

Yes, I think based on our forecast, we could end up paying slightly more than we were required to. We had a carry-forward from last year. I mean, some of the recalculations are complicated. So we had anticipated sometime in 2023, a need to increase our dividend. We no longer feel that is going to be necessary. But we think we are pretty close to our requirement with four quarters of $0.30 each.

Okay. So, basically, you were being somewhat conservative earlier on, and it is for you to do that.

Yes. That seems to be settled.

And finally, with regard to the write down, are there any accounting implications since some of these assets have been written down to a great extent? Are there things we should look at in terms of how things are recorded going forward, aside from the extra $50 million that you think you will be paying in the future for these projects that will also wind up being written down?

No. Our plan is to use the same accounting we have been using for the MTA activity from the inception. We will obviously review that with our outside advisors, experts. We will continue with that. We give a heads up, just to expect that we will continue the impairment in the third and fourth quarter, which is really a continuation of this impairment we are doing now. And probably last a little bit into the first part of 2024.

Your next question is from the line of Ian Zaffino with Oppenheimer.

I know you talked about, at least TV being a little bit weak. But can you maybe give us kind of around the world of what you are seeing in each category, maybe the notable strengths? And then I think you have already mentioned the notable weakness, but any other color you can give there would be helpful. Thanks.

So, I mean, looking at Q2, we saw strength in legal, travel, alcohol, and entertainment was strong in Q2. I mean, it was up 10% and in dollar terms, it was actually our largest growth category up over $8 million. Categories that were weak for us in the second quarter were financial, real estate, cannabis, insurance, and health and medical. They were absolutely kind of weaker categories in the second quarter.

Okay. Thanks. And then, just one more if I could squeeze it in. Would be on the breakdown between static and digital. Is there any way to tell us maybe what the apples-to-apples was? Let’s just say, what is static action actually grow if you consider some of the Billboard conversions to digital, and the backing out maybe some of the Billboards that you added? Is it directionally, can maybe give us direction? I mean, you may not have the exact answer, but any color you could kind of give there to see just how the static business is performing, net of call it the conversions, et cetera.

Alright. Yes, it is Matt, I can give a try, but the numbers are very hard to calculate that way since we are converting on a relatively fluid basis what Jeremy had in his prepared remarks. Static is up 1% and very notable because we are taking most of their good players on an annual basis and putting them onto the digital team. So they are performing their 1% growth on a same-store basis would likely look much, I know much higher, but notably higher if we kept all those players back in static. But since we are not, it is very hard to get a comparable same-store calculation.

I think the other one, just adding onto that, Ian, is that when you have a portfolio of 40,000 Billboards, obviously there is a lot of ins and outs, do you know what I mean? So, as I say, I think the way we have just described it probably gives you the best feel for how we believe the selling businesses performing at slightly ahead of about 1%.

And at this time, there are no further questions. I will turn the call back to Jeremy for closing remarks.

Thanks operator. And thanks everyone for joining our call today. I look forward to meeting with many of you at various conferences over the coming months, but for those who I don’t, enjoy the rest of the summer and we look forward to presenting our Q3 results to you in November. Thank you again.

This concludes the Outfront second quarter 2023 earnings conference call. Thank you for your participation. You may now disconnect.