OUTFRONT Media Inc. 10-Q

Item 1. Financial Statements. OUTFRONT Media Inc. Consolidated Statements of Financial Position (Unaudited) As of (in millions) June 30, 2020 December 31, 2019 Assets: Current assets: Cash and cash equivalents $ 647.8 $ 59.1 Restricted cash 1.8 1.8 Receivables, less allowance ($20.5 in 2020 and $12.1 in 2019) 200.0 290.0 Prepaid lease and franchise costs 6.6 8.6 Prepaid MTA equipment deployment costs (Notes 5 and 18) 4.1 55.4 Other prepaid expenses 15.0 15.8 Other current assets 12.4 5.1 Total current assets 887.7 435.8 Property and equipment, net (Note 4) 657.8 666.2 Goodwill 2,082.1 2,083.1 Intangible assets (Note 5) 559.3 550.9 Operating lease assets (Note 6) 1,452.3 1,457.0 Prepaid MTA equipment deployment costs (Notes 5 and 18) 195.7 116.1 Other assets 52.2 73.2 Total assets $ 5,887.1 $ 5,382.3 Liabilities: Current liabilities: Accounts payable $ 45.8 $ 67.9 Accrued compensation 25.6 56.1 Accrued interest 27.0 26.4 Accrued lease and franchise costs 48.2 55.3 Other accrued expenses 34.3 34.2 Deferred revenues 38.3 29.0 Short-term debt (Note 9) 80.0 195.0 Short-term operating lease liabilities (Note 6) 182.2 168.3 Other current liabilities 26.3 17.8 Total current liabilities 507.7 650.0 Long-term debt, net (Note 9) 2,618.4 2,222.1 Deferred income tax liabilities, net 14.2 18.0 Asset retirement obligation (Note 7) 35.2 35.1 Operating lease liabilities (Note 6) 1,274.2 1,285.1 Other liabilities 50.7 45.6 Total liabilities 4,500.4 4,255.9 Commitments and contingencies (Note 18) Preferred stock (2020 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding; 2019 - 50.0 shares authorized, and no shares issued and outstanding) (Note 10) 383.4 — Stockholders’ equity (Note 10): Common stock (2020 - 450.0 shares authorized, and 144.4 shares issued and outstanding; 2019 - 450.0 shares authorized, and 143.6 issued and outstanding) 1.4 1.4 Additional paid-in capital 2,078.8 2,074.7 Distribution in excess of earnings ( 1,077.2 ) ( 964.6 ) Accumulated other comprehensive loss ( 26.9 ) ( 17.7 ) Total stockholders’ equity 976.1 1,093.8 Non-controlling interests 27.2 32.6 Total equity 1,386.7 1,126.4 Total liabilities and equity $ 5,887.1 $ 5,382.3 See accompanying notes to unaudited consolidated financial statements. 3 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Operations (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (in millions, except per share amounts) 2020 2019 2020 2019 Revenues: Billboard $ 188.5 $ 305.8 $ 459.4 $ 556.8 Transit and other 44.4 154.1 158.8 274.8 Total revenues 232.9 459.9 618.2 831.6 Expenses: Operating 154.0 240.3 378.8 457.2 Selling, general and administrative 62.4 81.5 141.9 154.8 Restructuring charges 4.7 — 4.7 0.3 Net (gain) loss on dispositions ( 5.2 ) 0.4 ( 5.3 ) ( 1.1 ) Depreciation 21.2 21.4 42.2 42.5 Amortization 21.7 27.6 48.0 52.3 Total expenses 258.8 371.2 610.3 706.0 Operating income (loss) ( 25.9 ) 88.7 7.9 125.6 Interest expense, net ( 33.3 ) ( 33.9 ) ( 63.1 ) ( 66.6 ) Other income, net — — 0.2 0.1 Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies ( 59.2 ) 54.8 ( 55.0 ) 59.1 Benefit (provision) for income taxes 1.5 ( 6.2 ) 3.2 ( 5.2 ) Equity in earnings of investee companies, net of tax ( 0.3 ) 1.7 0.1 2.5 Net income (loss) before allocation to non-controlling interests ( 58.0 ) 50.3 ( 51.7 ) 56.4 Net income (loss) attributable to non-controlling interests ( 0.1 ) — 0.1 — Net income (loss) attributable to OUTFRONT Media Inc. $ ( 57.9 ) $ 50.3 $ ( 51.8 ) $ 56.4 Net income (loss) per common share: Basic $ ( 0.44 ) $ 0.35 $ ( 0.40 ) $ 0.39 Diluted $ ( 0.44 ) $ 0.35 $ ( 0.40 ) $ 0.39 Weighted average shares outstanding: Basic 144.4 142.3 144.1 141.5 Diluted 144.4 142.9 144.1 142.0 See accompanying notes to unaudited consolidated financial statements. 4 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Net income (loss) before allocation to non-controlling interests $ ( 58.0 ) $ 50.3 $ ( 51.7 ) $ 56.4 Net income (loss) attributable to non-controlling interests ( 0.1 ) — 0.1 — Net income (loss) attributable to OUTFRONT Media Inc. ( 57.9 ) 50.3 ( 51.8 ) 56.4 Other comprehensive income (loss), net of tax: Cumulative translation adjustments 4.4 4.6 ( 6.1 ) 7.2 Net actuarial gain (loss) ( 0.2 ) ( 0.1 ) 0.5 ( 0.1 ) Change in fair value of interest rate swap agreements 0.7 ( 2.0 ) ( 3.6 ) ( 2.8 ) Total other comprehensive income (loss), net of tax 4.9 2.5 ( 9.2 ) 4.3 Total comprehensive income (loss) $ ( 53.0 ) $ 52.8 $ ( 61.0 ) $ 60.7 See accompanying notes to unaudited consolidated financial statements. 5 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Equity (Unaudited) Stockholders’ Equity (in millions, except per share amounts) Shares of Series A Preferred Stock Series A Preferred Stock ($0.01 per share par value) Shares of Common Stock Common Stock ($0.01 per share par value) Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Total Equity Balance as of 
March 31, 2019 141.6 $ 1.4 $ 2,012.0 $ ( 941.9 ) $ ( 20.2 ) $ 1,051.3 $ 40.6 $ 1,091.9 Net income — — — 50.3 — 50.3 — 50.3 Other comprehensive income — — — — 2.5 2.5 — 2.5 Stock-based payments: Amortization — — 5.5 — — 5.5 — 5.5 Class A equity interest redemptions 0.3 — 6.1 — — 6.1 ( 6.1 ) — Shares issued under the ATM Program 1.4 — 34.3 — — 34.3 — 34.3 Dividends ($0.36 per share) — — — ( 52.3 ) — ( 52.3 ) — ( 52.3 ) Other — — — — — — 2.7 2.7 Balance as of 
June 30, 2019 143.3 $ 1.4 $ 2,057.9 $ ( 943.9 ) $ ( 17.7 ) $ 1,097.7 $ 37.2 $ 1,134.9 Balance as of 
March 31, 2020 — $ — 144.4 $ 1.4 $ 2,072.8 $ ( 1,013.8 ) $ ( 31.8 ) $ 1,028.6 $ 28.4 $ 1,057.0 Net loss — — — — — ( 57.9 ) — ( 57.9 ) ( 0.1 ) ( 58.0 ) Other comprehensive income — — — — — — 4.9 4.9 — 4.9 Stock-based payments: Amortization — — — — 6.1 — — 6.1 — 6.1 Shares paid for tax withholding for stock-based payments — — — — ( 0.1 ) — — ( 0.1 ) — ( 0.1 ) New share issues 0.4 383.4 — — — — — — — 383.4 Series A Preferred Stock dividends (7%) — — — — — ( 5.5 ) — ( 5.5 ) — ( 5.5 ) Other — — — — — — — — ( 1.1 ) ( 1.1 ) Balance as of 
June 30, 2020 0.4 $ 383.4 144.4 $ 1.4 $ 2,078.8 $ ( 1,077.2 ) $ ( 26.9 ) $ 976.1 $ 27.2 $ 1,386.7 6 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Equity (Continued) (Unaudited) Stockholders’ Equity (in millions, except per share amounts) Shares of Common Stock Common Stock ($0.01 per share par value) Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Total Equity Balance as of December 31, 2018 140.2 $ 1.4 $ 1,995.0 $ ( 871.6 ) $ ( 22.0 ) $ 1,102.8 $ 42.5 $ 1,145.3 Cumulative effect of a new accounting standard — — — ( 24.8 ) — ( 24.8 ) — ( 24.8 ) Net income — — — 56.4 — 56.4 — 56.4 Other comprehensive income — — — — 4.3 4.3 — 4.3 Stock-based payments: Vested 0.9 — — — — — — — Amortization — — 10.8 — — 10.8 — 10.8 Shares paid for tax withholding for stock-based payments ( 0.4 ) — ( 7.7 ) — — ( 7.7 ) — ( 7.7 ) Class A equity interest redemptions 0.4 — 8.9 — — 8.9 ( 8.9 ) — Shares issued under the ATM Program 2.2 — 50.8 — — 50.8 — 50.8 Dividends ($0.72 per share) — — — ( 103.9 ) — ( 103.9 ) — ( 103.9 ) Other — — 0.1 — — 0.1 3.6 3.7 Balance as of June 30, 2019 143.3 $ 1.4 $ 2,057.9 $ ( 943.9 ) $ ( 17.7 ) $ 1,097.7 $ 37.2 $ 1,134.9 Stockholders’ Equity (in millions, except per share amounts) Shares of Series A Preferred Stock Series A Preferred Stock ($0.01 per share par value) Shares of Common Stock Common Stock ($0.01 per share par value) Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Total Equity Balance as of December 31, 2019 — $ — 143.6 $ 1.4 $ 2,074.7 $ ( 964.6 ) $ ( 17.7 ) $ 1,093.8 $ 32.6 $ 1,126.4 Net income (loss) — — — — — ( 51.8 ) — ( 51.8 ) 0.1 ( 51.7 ) Other comprehensive loss — — — — — — ( 9.2 ) ( 9.2 ) — ( 9.2 ) Stock-based payments: Vested — — 1.0 — — — — — — — Amortization — — — — 11.9 — — 11.9 — 11.9 Shares paid for tax withholding for stock-based payments — — ( 0.4 ) — ( 12.2 ) — — ( 12.2 ) — ( 12.2 ) New share issues 0.4 383.4 — — — — — — — 383.4 Class A equity interest redemptions — — 0.2 — 4.4 — — 4.4 ( 4.4 ) — Series A Preferred Stock dividends (7%) — — — — — ( 5.5 ) — ( 5.5 ) — ( 5.5 ) Dividends ($0.38 per share) — — — — — ( 55.3 ) — ( 55.3 ) — ( 55.3 ) Other — — — — — — — — ( 1.1 ) ( 1.1 ) Balance as of June 30, 2020 0.4 $ 383.4 144.4 $ 1.4 $ 2,078.8 $ ( 1,077.2 ) $ ( 26.9 ) $ 976.1 $ 27.2 $ 1,386.7 See accompanying notes to unaudited consolidated financial statements. 7 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, (in millions) 2020 2019 Operating activities: Net income (loss) attributable to OUTFRONT Media Inc. $ ( 51.8 ) $ 56.4 Adjustments to reconcile net income to net cash flow provided by operating activities: Net loss attributable to non-controlling interests 0.1 — Depreciation and amortization 90.2 94.8 Deferred tax (benefit) provision ( 5.2 ) 3.4 Stock-based compensation 11.9 10.8 Provision for doubtful accounts 11.3 3.4 Accretion expense 1.3 1.3 Net gain on dispositions ( 5.3 ) ( 1.1 ) Equity in earnings of investee companies, net of tax ( 0.1 ) ( 2.5 ) Distributions from investee companies 1.9 1.6 Amortization of deferred financing costs and debt discount and premium 3.0 3.0 Cash paid for direct lease acquisition costs ( 23.6 ) ( 24.0 ) Change in assets and liabilities, net of investing and financing activities: (Increase) decrease in receivables 77.9 ( 15.5 ) Increase in prepaid MTA equipment deployment costs ( 28.3 ) ( 46.2 ) Increase in prepaid expenses and other current assets ( 2.2 ) ( 2.2 ) Decrease in accounts payable and accrued expenses ( 53.8 ) ( 7.0 ) Increase in operating lease assets and liabilities 8.3 7.7 Increase in deferred revenues 9.3 1.1 Decrease in income taxes ( 0.1 ) ( 3.5 ) Other, net 5.9 2.0 Net cash flow provided by operating activities 50.7 83.5 Investing activities: Capital expenditures ( 31.9 ) ( 39.6 ) Acquisitions ( 13.6 ) ( 34.4 ) MTA franchise rights ( 7.3 ) ( 10.7 ) Net proceeds from dispositions 2.7 2.2 Return of investment in investee companies 0.8 — Net cash flow used for investing activities ( 49.3 ) ( 82.5 ) Financing activities: Proceeds from long-term debt borrowings 895.0 705.0 Repayments of long-term debt borrowings ( 495.0 ) ( 55.0 ) Proceeds from borrowings under short-term debt facilities 15.0 30.0 Repayments of borrowings under short-term debt facilities ( 130.0 ) ( 190.0 ) Payments of deferred financing costs ( 7.5 ) ( 8.6 ) Proceeds from Series A Preferred Stock issuances 383.9 — Proceeds from shares issued under the ATM Program — 50.9 Taxes withheld for stock-based compensation ( 12.0 ) ( 7.7 ) Dividends ( 61.1 ) ( 103.9 ) Net cash flow provided by financing activities 588.3 420.7 8 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Cash Flows (Continued) (Unaudited) Six Months Ended June 30, (in millions) 2020 2019 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1.0 ) 0.4 Net increase in cash, cash equivalents and restricted cash 588.7 422.1 Cash, cash equivalents and restricted cash at beginning of period 60.9 54.1 Cash, cash equivalents and restricted cash at end of period $ 649.6 $ 476.2 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 2.1 $ 5.3 Cash paid for interest 60.1 64.3 Non-cash investing and financing activities: Accrued purchases of property and equipment $ 7.1 $ 11.4 Accrued MTA franchise rights 2.7 3.3 Taxes withheld for stock-based compensation 0.1 — See accompanying notes to unaudited consolidated financial statements. 9 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) Note 1. Description of Business and Basis of Presentation Description of Business OUTFRONT Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”) and Canada. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. and Canada. We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. In total, we have displays in all of the 25 largest markets in the U.S. and 150 markets across the U.S. and Canada. We manage our operations through three operating segments—(1) U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, (2) International and (3) Sports Marketing. Basis of Presentation and Use of Estimates The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. Certain reclassifications of prior year’s data have been made to conform to the current period’s presentation. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020. The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the novel coronavirus (COVID-19) pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions, including the severity and duration of the COVID-19 pandemic. The COVID-19 pandemic and the related preventative measures taken to help curb the spread, have had, and may continue to have, a significant impact on the global economy and our business. In order to preserve financial flexibility and increase liquidity in light of the current uncertainty in the global economy and our business resulting from the COVID-19 pandemic, we undertook the following actions, among others: borrowed nearly all of the remaining available amount under the Revolving Credit Facility (as defined below), which was repaid in full as of June 30, 2020, using the net proceeds from the offering of the Notes (as defined below) and cash on hand, and amended the Credit Agreement (as defined below) to modify the calculation of the Company’s financial maintenance covenant ratio (see Note 9. Debt to the Consolidated Financial Statements), completed the Private Placement (as defined below) (see Note 10. Equity to the Consolidated Financial Statements) and reduced capital expenditures and expenses through cost savings initiatives. Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, the Company cannot reasonably estimate the full impact of the COVID-19 pandemic on our business, financial condition and results of operations at this time, which may be material. Note 2. New Accounting Standards Adoption of New Accounting Standards In the first quarter of 2020, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance for evaluating and determining when a cloud computing arrangement (hosting arrangement) includes a software license. The adoption of this guidance did not have a material effect on our consolidated financial statements. 10 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) In the first quarter of 2020, we adopted the FASB’s guidance which requires a reporting entity to estimate credit losses on certain types of financial instruments, and present assets held at amortized cost and available-for-sale debt securities at the amount expected to be collected. The application of this guidance was limited to our receivables that are not related to rental income, which is accounted for under the lease accounting standard. The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, recent payment history for specific customers and expected future trends. We have recorded a Provision for doubtful accounts of $ 3.2 million in the three months ended June 30, 2020, and $ 11.3 million in the six months ended June 30, 2020, for all receivables, which includes an estimate of the impact from the COVID-19 pandemic on future collections. Recent Pronouncements In December 2019, the FASB issued guidance simplifying the accounting for income taxes by removing certain exceptions to the general principles of Accounting Standards Codification Topic 740, Income Taxes . The new guidance is effective for annual and interim periods beginning after December 15, 2020. We do not expect this guidance to have a material effect on our consolidated financial statements. Note 3. Restricted Cash We have an escrow agreement in connection with one of our transit franchise contracts, which requires us to deposit funds into an escrow account to fund capital expenditures over the term of the transit franchise contract. As of June 30, 2020, we have $ 1.8 million of restricted cash deposited in the escrow account. As of (in millions) June 30, 2020 June 30, 2019 December 31, 2019 Cash and cash equivalents $ 647.8 $ 474.8 $ 59.1 Restricted cash 1.8 1.4 1.8 Cash, cash equivalents and restricted cash $ 649.6 $ 476.2 $ 60.9 Note 4. Property and Equipment, Net The table below presents the balances of major classes of assets and accumulated depreciation. As of (in millions) Estimated Useful Lives June 30, 2020 December 31, 2019 Land $ 98.1 $ 98.8 Buildings 20 to 40 years 47.6 50.4 Advertising structures 5 to 20 years 1,869.9 1,866.1 Furniture, equipment and other 3 to 10 years 162.3 153.1 Construction in progress 30.2 25.4 2,208.1 2,193.8 Less: Accumulated depreciation 1,550.3 1,527.6 Property and equipment, net $ 657.8 $ 666.2 Depreciation expense was $ 21.2 million in the three months ended June 30, 2020, $ 21.4 million in the three months ended June 30, 2019, $ 42.2 million in the six months ended June 30, 2020, and $ 42.5 million in the six months ended June 30, 2019. Note 5. Long-Lived Assets The assumptions and estimates used in our analyses below require significant judgment about future events, market conditions and financial performance. Given the uncertainty around the severity and duration of the COVID-19 pandemic and the 11 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) measures taken, or may be taken, in response to the COVID-19 pandemic, actual results may differ materially from these assumptions and estimates, which may result in impairment charges of our long-lived assets in the future. Goodwill In the first quarter of 2020, we performed a qualitative assessment to determine if there has been a triggering event and impairment of goodwill as a result of the COVID-19 pandemic. As a result of the analysis performed, we determined that it was not “more likely than not” that the carrying value of any of our reporting units exceeded their fair value and no further evaluation of goodwill was necessary. We did not identify a triggering event in the second quarter of 2020. Intangible Assets Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements, and franchise agreements, which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals. Our identifiable intangible assets consist of the following: (in millions) Gross Accumulated Amortization Net As of June 30, 2020: Permits and leasehold agreements $ 1,185.4 $ ( 755.7 ) $ 429.7 Franchise agreements 503.6 ( 379.2 ) 124.4 Other intangible assets 45.6 ( 40.4 ) 5.2 Total intangible assets $ 1,734.6 $ ( 1,175.3 ) $ 559.3 As of December 31, 2019: Permits and leasehold agreements $ 1,153.3 $ ( 735.7 ) $ 417.6 Franchise agreements 497.4 ( 371.1 ) 126.3 Other intangible assets 47.1 ( 40.1 ) 7.0 Total intangible assets $ 1,697.8 $ ( 1,146.9 ) $ 550.9 All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $ 21.7 million in the three months ended June 30, 2020, and $ 27.6 million in the three months ended June 30, 2019, which includes the amortization of direct lease acquisition costs of $ 6.3 million in the three months ended June 30, 2020, and $ 13.0 million in the three months ended June 30, 2019. Amortization expense was $ 48.0 million in the six months ended June 30, 2020, and $ 52.3 million in the six months ended June 30, 2019, which includes the amortization of direct lease acquisition costs of $ 17.6 million in the six months ended June 30, 2020, and $ 23.3 million in the six months ended June 30, 2019. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year. New York Metropolitan Transportation Authority (the “MTA”) Agreement In the first quarter of 2020, we identified the COVID-19 pandemic as a trigger for an impairment review of our Prepaid MTA equipment deployment costs and related intangible assets. After updating our projections to reflect related declines in revenues in 2020 and delays in our anticipated deployment schedule as a result of the impact of the COVID-19 pandemic, among other things, no impairment was identified. In the second quarter of 2020, we updated our projections in connection with the amendment to the MTA agreement (see Note 18. Commitments and Contingencies to the Consolidated Financial Statements) and did not identify a triggering event for an impairment review of our Prepaid MTA equipment deployment costs. It’s unlikely we will recoup any costs in 2020, and as of June 30, 2020, we have reclassified almost all amounts previously included in current Prepaid MTA equipment deployment costs to non-current Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position. 12 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) Note 6. Leases Lessee As of June 30, 2020, we have operating lease assets of $1.5 billion, short-term operating lease liabilities of $ 182.2 million and non-current operating lease liabilities of $1.3 billion. As of December 31, 2019, we had operating lease assets of $1.5 billion, short-term operating lease liabilities of $ 168.3 million and non-current operating lease liabilities of $1.3 billion. As of June 30, 2020, the weighted-average remaining lease term was 10.2 years and the weighted-average discount rate was 5.7 %. For the three months ended June 30, 2020, we recorded operating lease costs of $ 93.3 million in Operating expenses and $ 2.1 million in Selling, general and administrative expenses. For the three months ended June 30, 2020, these costs include $ 14.6 million of variable operating lease costs. For the three months ended June 30, 2019, we recorded operating lease costs of $ 102.6 million in Operating expenses and $ 2.3 million in Selling, general and administrative expenses. For the three months ended June 30, 2019, these costs include $ 20.4 million of variable operating lease costs. For the six months ended June 30, 2020, we recorded operating lease costs of $ 195.8 million in Operating expenses and $ 4.3 million in Selling, general and administrative expenses. For the six months ended June 30, 2020, these costs include $ 36.7 million of variable operating lease costs. For the six months ended June 30, 2019, we recorded operating lease costs of $ 197.0 million in Operating expenses and $ 4.4 million in Selling, general and administrative expenses. For the six months ended June 30, 2019, these costs include $ 39.9 million of variable operating lease costs. For each of the three and six months ended June 30, 2020 and 2019, sublease income was immaterial. For the six months ended June 30, 2020, cash paid for operating leases was $ 199.0 million and leased assets obtained in exchange for new operating lease liabilities was $ 116.4 million. For the six months ended June 30, 2019, cash paid for operating leases was $ 195.5 million and leased assets obtained in exchange for new operating lease liabilities was $ 252.5 million. Lessor We recorded rental income of $ 182.0 million for the three months ended June 30, 2020, $ 296.1 million for the three months ended June 30, 2019, $ 444.3 million on for the six months ended June 30, 2020, and $ 538.1 million for the six months ended June 30, 2019, in Revenues on our Consolidated Statement of Operations. Note 7. Asset Retirement Obligation The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience. (in millions) As of December 31, 2019 $ 35.1 Accretion expense 1.3 Additions 0.2 Liabilities settled ( 1.2 ) Foreign currency translation adjustments ( 0.2 ) As of June 30, 2020 $ 35.2 13 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) Note 8. Related Party Transactions We have a 50 % ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures which currently operate a total of 9 billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled $ 12.6 million as of June 30, 2020, and $ 15.4 million as of December 31, 2019, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 1.0 million in the three months ended June 30, 2020, $ 2.2 million in the three months ended June 30, 2019, $ 2.5 million in the six months ended June 30, 2020, and $ 3.9 million in the six months ended June 30, 2019. Note 9. Debt Debt, net, consists of the following: As of (in millions, except percentages) June 30, 2020 December 31, 2019 Short-term debt: AR Facility $ — $ 105.0 Repurchase Facility 80.0 90.0 Total short-term debt 80.0 195.0 Long-term debt: Term loan, due 2026 597.7 597.5 Senior unsecured notes: 5.625% senior unsecured notes, due 2024 501.5 501.7 6.250% senior unsecured notes, due 2025 400.0 — 5.000% senior unsecured notes, due 2027 650.0 650.0 4.625% senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 2,051.5 1,651.7 Debt issuance costs ( 30.8 ) ( 27.1 ) Total long-term debt, net 2,618.4 2,222.1 Total debt, net $ 2,698.4 $ 2,417.1 Weighted average cost of debt 4.5 % 4.5 % Term Loan The interest rate on the term loan due in 2026 (the “Term Loan”) was 1.9 % per annum as of June 30, 2020. As of June 30, 2020, a discount of $ 2.3 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net , on the Consolidated Statement of Operations. Revolving Credit Facility We also have a $ 500.0 million revolving credit facility, which matures in 2024 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”). As of June 30, 2020, there were no outstanding borrowings under the Revolving Credit Facility. 14 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $ 0.3 million in the three months ended June 30, 2020, $ 0.3 million in the three months ended June 30, 2019, $ 0.6 million in the six months ended June 30, 2020, and $ 0.7 million in the six months ended June 30, 2019. As of June 30, 2020, we had issued letters of credit totaling approximately $ 1.6 million against the letter of credit facility sublimit under the Revolving Credit Facility. Standalone Letter of Credit Facilities As of June 30, 2020, we had issued letters of credit totaling approximately $ 71.0 million under our aggregate $ 78.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three and six months ended June 30, 2020 and 2019. Accounts Receivable Securitization Facilities As of June 30, 2020, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended, and a 364-day uncommitted structured repurchase facility (the “Repurchase Facility” and together with the AR Facility, the “AR Securitization Facilities”), which now terminates in June 2021, as described below, unless further extended. On June 18, 2020, the Company, certain subsidiaries of the Company and MUFG Bank, Ltd. (“MUFG”) entered into amendments to certain of the agreements governing the Repurchase Facility, pursuant to which the Company, among other things, (i) decreased the maximum borrowing capacity under the Repurchase Facility from $ 90.0 million to $ 80.0 million; and (ii) extended the term of the Repurchase Facility so that it will now terminate on June 29, 2021 , unless further extended. In connection with the AR Securitization Facilities, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility. In connection with the Repurchase Facility, the Originators may borrow funds collateralized by subordinated notes (the “Subordinated Notes”) issued by the SPVs in favor of their respective Originators and representing a portion of the outstanding balance of the accounts receivable assets sold by the Originators to the SPVs under the AR Facility. The Subordinated Notes will be transferred to MUFG, as repurchase buyer, on an uncommitted basis, and subject to repurchase by the applicable Originators on termination of the Repurchase Facility. The Originators have granted MUFG a security interest in the Subordinated Notes to secure their obligations under the agreements governing the Repurchase Facility, and the Company has agreed to guarantee the Originators’ obligations under the agreements governing the Repurchase Facility. As of June 30, 2020, there were no outstanding borrowings under the AR Facility and $ 80.0 million of outstanding borrowings under the Repurchase Facility, at a borrowing rate of approximately 1.9 %. As of June 30, 2020, there was no borrowing capacity remaining under the AR Facility based on approximately $ 237.9 million of accounts receivable used as collateral for the AR Securitization Facilities and a related voluntary temporary suspension of the AR Facility, and there was no borrowing capacity remaining under the Repurchase Facility, in accordance with the agreements governing the AR Securitization Facilities. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three and six months ended June 30, 2020 and 2019. 15 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) Senior Unsecured Notes On May 15, 2020, two of our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”), issued $ 400.0 million aggregate principal amount of 6.250 % Senior Unsecured Notes due 2025 (the “Notes”) in a private placement. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2020 . On or after June 15, 2022, the Borrowers may redeem at any time, or from time to time, some or all of the Notes. Prior to such date, the Borrowers may redeem up to 40 % of the aggregate principal amount of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50 % of the aggregate principal amount of the Notes remain outstanding after the redemption. In May 2020, we used the net proceeds from the Notes, together with cash on hand, to repay $ 400.0 million of outstanding borrowings under our Revolving Credit Facility and to pay fees and expenses in connection with the offering of the Notes. As of June 30, 2020, a premium of $ 1.5 million on $ 100.0 million aggregate principal amount of the 5.625 % Senior Unsecured Notes due 2024, remains unamortized. The premium is being amortized through Interest expense, net , on the Consolidated Statement of Operations. Debt Covenants Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Securitization Facilities, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness. One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of June 30, 2020, our Consolidated Total Leverage Ratio was 6.7 to 1.0 in accordance with the Credit Agreement. The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Securitization Facilities) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of June 30, 2020, our Consolidated Net Secured Leverage Ratio was 1.0 to 1.0 in accordance with the Credit Agreement. As of June 30, 2020, we are in compliance with our debt covenants. On April 15, 2020, the Company, along with the Borrowers, and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to the Credit Agreement. The Amendment provides that for the period from April 15, 2020 through September 30, 2021 (i) the Company’s Consolidated Net Secured Leverage Ratio shall be calculated by substituting the Company’s Consolidated EBITDA for each of the quarterly periods ended June 30, 2020 and September 30, 2020, included in any last twelve month compliance testing period, with the Company’s historical Consolidated EBITDA for each of the quarterly periods ended June 30, 2019 and September 30, 2019, respectively; and (ii) the Company will not make any Restricted Payments (as defined in the Credit Agreement) without the consent of the applicable lenders under the Credit Agreement, subject to certain exceptions such as payments necessary to maintain the Company’s REIT status, including any payments on any class of the Company’s capital stock that is required to be made prior to the payment of a dividend or distribution on the Company’s common stock and the Company’s existing payment obligations to holders of the Class A equity interests in Outfront Canada (as defined in Note 10. Equity to the Consolidated Financial Statements). 16 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) Deferred Financing Costs As of June 30, 2020, we had deferred $ 36.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes. Interest Rate Swap Agreements We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate debt. The fair value of these swap positions was a net liability of approximately $ 8.3 million as of June 30, 2020, and $ 4.6 million as of December 31, 2019, and is included in Other liabilities on our Consolidated Statement of Financial Position. As of June 30, 2020, under the terms of the agreements, we will pay interest based on an aggregate notional amount of $ 200.0 million, under a weighted-average fixed interest rate of 2.7 %, with a receive rate of one-month LIBOR and which mature at various dates until June 30, 2022 . The one-month LIBOR rate was approximately 0.2 % as of June 30, 2020. Fair Value Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.6 billion as of June 30, 2020, and $ 2.5 billion as of December 31, 2019. The fair value of our debt as of both June 30, 2020, and December 31, 2019, is classified as Level 2. The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $ 8.3 million as of June 30, 2020, and $ 4.6 million as of December 31, 2019. The aggregate fair value of our interest rate cash flow swap agreements as of both June 30, 2020 and December 31, 2019, is classified as Level 2. Note 10. Equity As of June 30, 2020, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized; 144,408,052 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $ 0.01 per share, were authorized with 400,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) issued and outstanding. On April 20 2020 (the “Closing Date”), the Company issued and sold an aggregate of 400,000 shares of Series A Preferred Stock, par value $ 0.01 per share, at a purchase price of $ 1,000 per share, for an aggregate purchase price of $ 400.0 million (the “Private Placement”) to certain affiliates of Providence Equity Partners LLC (collectively, the “Providence Purchasers”) and ASOF Holdings L.L.P. and Ares Capital Corporation (collectively, the “Ares Purchasers” and, together with the Providence Purchasers, the “Purchasers”). The Series A Preferred Stock ranks senior to the shares of the Company’s common stock, par value $ 0.01 per share, with respect to dividend and distribution rights. Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0 % per year, payable quarterly in arrears. The dividend rate will increase by an additional 0.75 % annually following the eighth anniversary of the Closing Date and is subject to increases under certain other circumstances as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”). Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until the eighth anniversary of the Closing Date, after which time dividends will be payable solely in cash. So long as any shares of Series A Preferred Stock remain outstanding, the Company may not declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12 -month period immediately preceding such dividend or distribution, is not in excess of 5 % of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12 - 17 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) month period. Following the one-year anniversary of the Closing Date, if all or any portion of the dividends or distributions is paid in respect of the shares of our common stock in cash, the shares of Series A Preferred Stock will participate in such dividends or distributions on an as-converted basis up to the amount of their accrued dividend on the Series A Preferred Stock for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter. The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $ 16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments. The issuance of shares of our common stock upon the conversion of Series A Preferred Stock is subject to a cap equal to 28,856,239 shares of our common stock (the “Share Cap”), unless and until the Company obtains stockholder approval to the extent required for the issuance of additional shares. Any amounts owed above the Share Cap must be paid in cash. Subject to certain conditions, at the Company’s option, (i) after the third anniversary of the Closing Date, all of the Series A Preferred Stock may be converted into shares of our common stock, and (ii) after the seventh anniversary of the Closing Date, all of the Series A Preferred Stock may be redeemed for cash at a redemption price equal to 100 % of the liquidation preference of the Series A Preferred Stock, plus any accrued and unpaid dividends. Subject to certain conditions, each holder of the Series A Preferred Stock, after a Change of Control (as defined in the Articles) may (i) require the Company to purchase any or all of their shares of Series A Preferred Stock at a redemption price payable in cash equal to 105 % of the liquidation preference of the Series A Preferred Stock, plus any accrued and unpaid dividends, or (ii) convert any or all of their shares of Series A Preferred Stock into the number of shares of our common stock equal to the liquidation preference (including accrued and unpaid dividends) divided by the then-applicable conversion price. During the three months ended June 30, 2020, we paid cash dividends of $ 5.5 million on the Series A Preferred Stock. As of June 30, 2020, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was 25.0 million shares. In connection with the acquisition of outdoor advertising assets in Canada in June 2017, the Company issued 1,953,407 shares of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”). The Class A equity interests are entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock. The Class A equity interests may be redeemed by the holders in exchange for shares of the Company’s common stock on a one-for-one basis (subject to anti-dilution adjustments) or, at the Company’s option, cash equal to the then fair market value of the shares of the Company’s common stock. The Company is also subject to limitations on its ability to sell or otherwise dispose of the assets acquired in Canada until June 2022, unless it pays holders of the Class A equity interests in Outfront Canada an amount intended to approximate their resulting tax liability, plus a tax gross-up. During the six months ended June 30, 2020, we made distributions of $ 0.4 million to holders of the Class A equity interests, which are recorded in Dividends on our Consolidated Statements of Equity and Consolidated Statements of Cash Flows. As of June 30, 2020, 1,026,727 Class A equity interests have been redeemed for shares of the Company’s common stock. 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 both the three and six months ended June 30, 2020. As of June 30, 2020, we had approximately $ 232.5 million of capacity remaining under the ATM Program. 18 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) Note 11. Revenues The following table summarizes revenues by source: Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Billboard: Static displays $ 149.5 $ 229.1 $ 350.6 $ 423.4 Digital displays 31.3 66.2 91.7 113.2 Other 7.7 10.5 17.1 20.2 Billboard revenues 188.5 305.8 459.4 556.8 Transit: Static displays 22.9 97.1 88.0 176.1 Digital displays 6.6 28.4 34.3 45.0 Other 3.4 12.9 10.8 21.7 Total transit revenues 32.9 138.4 133.1 242.8 Sports marketing and other 11.5 15.7 25.7 32.0 Transit and other revenues 44.4 154.1 158.8 274.8 Total revenues $ 232.9 $ 459.9 $ 618.2 $ 831.6 Rental income was $ 182.0 million in the three months ended June 30, 2020, $ 296.1 million in the three months ended June 30, 2019, $ 444.3 million in the six months ended June 30, 2020, and $ 538.1 million in the six months ended June 30, 2019, and is recorded in Billboard revenues on the Consolidated Statement of Operations. The following table summarizes revenues by geography: Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 United States: Billboard $ 181.4 $ 285.1 $ 437.9 $ 521.3 Transit and other 32.1 134.5 130.3 236.7 Sports marketing and other 11.5 15.7 25.7 32.0 Total United States revenues 225.0 435.3 593.9 790.0 Canada 7.9 24.6 24.3 41.6 Total revenues $ 232.9 $ 459.9 $ 618.2 $ 831.6 We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2019, during the three months ended March 31, 2020. Note 12. Restructuring Charges In order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business as a result of the COVID-19 pandemic, on May 5, 2020, we announced a workforce reduction in the U.S. and notified approximately 70 employees of their termination. On June 15, 2020, we announced a workforce reduction in Canada and notified approximately 20 employees of their termination. As of June 30, 2020, $ 3.2 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position. For the three and six months ended June 30, 2020, we recorded restructuring charges of $ 4.7 million, of which $ 3.0 million was recorded in our U.S. Media segment, $ 0.7 million was recorded in Other , 19 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) and $ 1.0 million was recorded in Corporate. Restructuring charges were composed of severance charges associated with the workforce reductions, including $ 0.9 million for stock-based compensation. For the six months ended June 30, 2019, we recorded restructuring charges of $ 0.3 million associated with the elimination of a corporate management position. Note 13. Acquisitions We completed several asset acquisitions for a total purchase price of approximately $ 13.6 million in the six months ended June 30, 2020, and $ 29.4 million in the six months ended June 30, 2019. In the second quarter of 2018, we entered into an agreement to acquire 14 digital and seven static billboard displays in California for a total estimated purchase price of $ 35.4 million. In the second quarter of 2019, we completed this acquisition except with respect to four digital displays, which we expect to acquire in 2022 for an estimated purchase price of $ 9.2 million, subject to customary closing conditions and the timing of site development. In the first quarter of 2019, we entered into an agreement to acquire eight digital billboard displays in Atlanta, Georgia, for an aggregate purchase price of $ 24.0 million. During 2019, we paid deposits totaling $ 19.0 million into an escrow account related to this transaction, which were included in Other assets on our Consolidated Statement of Financial Position as of December 31, 2019. We completed this transaction in the first quarter of 2020. Note 14. Stock-Based Compensation The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2020 and 2019. Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes $ 6.1 $ 5.5 $ 11.9 $ 10.8 Tax benefit ( 0.3 ) ( 0.4 ) ( 0.7 ) ( 0.7 ) Stock-based compensation expense, net of tax $ 5.8 $ 5.1 $ 11.2 $ 10.1 As of June 30, 2020, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 35.3 million, which is expected to be recognized over a weighted average period of 2.1 years. 20 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) RSUs and PRSUs The following table summarizes activity for the six months ended June 30, 2020, of RSUs and PRSUs issued to our employees. Activity Weighted Average Per Share Grant Date Fair Market Value Non-vested as of December 31, 2019 2,024,768 $ 22.09 Granted: RSUs 751,308 29.91 PRSUs 323,771 29.60 Vested: RSUs ( 653,685 ) 22.88 PRSUs ( 298,824 ) 22.53 Forfeitures: RSUs ( 18,026 ) 24.87 PRSUs ( 1,958 ) 30.63 Non-vested as of June 30, 2020 2,127,354 25.66 Stock Options The following table summarizes activity for the six months ended June 30, 2020, of stock options issued to our employees. Activity Weighted Average Exercise Price Outstanding as of December 31, 2019 126,528 $ 24.57 Exercised ( 23,115 ) 16.43 Outstanding as of June 30, 2020 103,413 26.39 Exercisable as of June 30, 2020 103,413 26.39 As of June 30, 2020, all exercisable stock options issued to our employees were out-of-the-money based on the closing stock price of our common stock of $ 14.17 . Note 15. Retirement Benefits The following table presents the components of net periodic pension cost and amounts recognized in other comprehensive income (loss) for our pension plans: Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Components of net periodic pension cost: Service cost $ 0.3 $ 0.4 $ 0.7 $ 0.9 Interest cost 0.6 0.5 1.3 1.0 Expected return on plan assets ( 0.9 ) ( 0.6 ) ( 2.0 ) ( 1.3 ) Amortization of net actuarial losses (a) 0.2 0.1 0.5 0.3 Net periodic pension cost $ 0.2 $ 0.4 $ 0.5 $ 0.9 (a) Reflects amounts reclassified from accumulated other comprehensive income to net income. 21 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) In the six months ended June 30, 2020, we contributed $ 0.7 million to our pension plans. In 2020, we expect to contribute approximately $ 1.4 million to our pension plans. Note 16. Income Taxes We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and our foreign subsidiaries, as TRSs. As such, we have provided for their federal, state and foreign income taxes. Tax years 2016 to present are open for examination by the tax authorities. Our effective income tax rate represents a combined annual effective tax rate for federal, state, local and foreign taxes applied to interim operating results. In the six months ended June 30, 2020 and 2019, our effective tax rate differed from the U.S. federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, the impact of state and local taxes, and the effect of foreign operations. Note 17. Earnings Per Share (“EPS”) Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Net income (loss) available for common stockholders $ ( 57.9 ) $ 50.3 $ ( 51.8 ) $ 56.4 Less: Distributions to holders of Series A Preferred Stock 5.5 — 5.5 — Less: Distributions to holders of Class A equity interests of a subsidiary — 0.5 0.4 1.1 Less: Undistributed earnings allocable to Class A equity interests of a subsidiary — 0.1 — — Net income (loss) available for common stockholders, basic and diluted $ ( 63.4 ) $ 49.7 $ ( 57.7 ) $ 55.3 Weighted average shares for basic EPS 144.4 142.3 144.1 141.5 Dilutive potential shares from grants of RSUs, PRSUs and stock options (a) — 0.6 — 0.5 Weighted average shares for diluted EPS 144.4 142.9 144.1 142.0 (a) The potential impact of an aggregate 1.8 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2020, 0.1 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2019, 1.0 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2020, and 0.1 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2019, were antidilutive. (b) The potential impact of 19.8 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the three months ended June 30, 2020, and 9.9 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the six months ended June 30, 2020, was antidilutive. (c) The potential impact of 0.9 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2020, 1.5 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2019, 1.0 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2020, and 1.6 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2019, was antidilutive. (See Note 10. Equity to the Consolidated Financial Statements.) 22 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) Note 18. Commitments and Contingencies Off-Balance Sheet Arrangements Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments. These arrangements result from our normal course of business and represent obligations that are payable over several years. Contractual Obligations We have agreements with municipalities and transit operators that entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment. We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. Under most of these agreements, the school is entitled to receive the greater of a percentage of the relevant revenue, net of agency commissions, or a specified guaranteed minimum annual payment. Under the MTA agreement, we are obligated to deploy, over a number of years, (i) 8,565 digital advertising screens on subway and train platforms and entrances, (ii) 37,716 smaller-format digital advertising screens on rolling stock, and (iii) 7,829 MTA communications displays, with such deployment amounts being subject to modification as agreed-upon by us and the MTA. In addition, we are obligated to pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications displays throughout the transit system. As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations. We did not recoup any equipment deployment costs in the six months ended June 30, 2020, and it’s unlikely we will recoup equipment deployment costs in 2020. In June 2020, we entered into an amendment to the MTA agreement, pursuant to which (i) for up to $ 143.0 million of MTA equipment deployment costs to be incurred under the MTA agreement after June 2020, the MTA and the Company will directly pay 70 % and 30 % of the costs, respectively, instead of the costs being recoupable from incremental revenues generated under the agreement, and (ii) any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65 %) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. In connection with the amendment to the MTA Agreement and in coordination with the MTA, after suspending our deployment of advertising and communications displays throughout the transit system in March 2020 as a result of the impact of the COVID-19 pandemic, we recommenced deployment in the third quarter of 2020. In addition, in the first quarter of 2020, we identified the COVID-19 pandemic as a trigger for impairment review of our Prepaid MTA equipment deployment costs and related intangible assets, and after performing an analysis, no impairment was identified. In the second quarter of 2020, we updated our projections in connection with the amendment to the MTA agreement, and did not identify a triggering event for an impairment review of our Prepaid MTA equipment deployment costs . (See Note 5. Long-Lived Assets : MTA Agreement to the Consolidated Financial Statements.) As of June 30, 2020, 5,350 digital displays had been installed, of which 97 installations occurred in the three months ended June 30, 2020, for a total of 773 installations in the six months ended June 30, 2020. 23 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) (in millions) Beginning Balance Deployment Costs Incurred Recoupment Amortization Ending Balance Six months ended June 30, 2020: Prepaid MTA equipment deployment costs $ 171.5 $ 28.3 $ — $ — $ 199.8 Intangible assets (franchise agreements) 38.3 6.0 — ( 2.7 ) 41.6 Total $ 209.8 $ 34.3 $ — $ ( 2.7 ) $ 241.4 Year ended December 31, 2019: Prepaid MTA equipment deployment costs $ 79.5 $ 124.2 $ ( 32.2 ) $ — $ 171.5 Intangible assets (franchise agreements) 14.8 26.6 — ( 3.1 ) 38.3 Total $ 94.3 $ 150.8 $ ( 32.2 ) $ ( 3.1 ) $ 209.8 Letters of Credit We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. As of June 30, 2020, the outstanding letters of credit were approximately $ 72.6 million and outstanding surety bonds were approximately $ 161.5 million, and were not recorded on the Consolidated Statements of Financial Position. Legal Matters On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows. Note 19. Segment Information We manage our operations through three operating segments—(1) U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, (2) International and (3) Sports Marketing. International and Sports Marketing do not meet the criteria to be a reportable segment and accordingly, are both included in Other . The following tables set forth our financial performance by segment. Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Revenues: U.S. Media $ 213.5 $ 419.6 $ 568.2 $ 758.0 Other 19.4 40.3 50.0 73.6 Total revenues $ 232.9 $ 459.9 $ 618.2 $ 831.6 We present Operating income (loss) before Depreciation , Amortization , Net (gain) loss on dispositions, Stock-based compensation and Restructuring charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments. 24 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Net income (loss) before allocation to non-controlling interests $ ( 58.0 ) $ 50.3 $ ( 51.7 ) $ 56.4 (Benefit) provision for income taxes ( 1.5 ) 6.2 ( 3.2 ) 5.2 Equity in earnings of investee companies, net of tax 0.3 ( 1.7 ) ( 0.1 ) ( 2.5 ) Interest expense, net 33.3 33.9 63.1 66.6 Other loss, net — — ( 0.2 ) ( 0.1 ) Operating income (loss) ( 25.9 ) 88.7 7.9 125.6 Restructuring charges 4.7 — 4.7 0.3 Net (gain) loss on dispositions ( 5.2 ) 0.4 ( 5.3 ) ( 1.1 ) Depreciation and amortization 42.9 49.0 90.2 94.8 Stock-based compensation 5.2 5.5 11.0 10.8 Total Adjusted OIBDA $ 21.7 $ 143.6 $ 108.5 $ 230.4 Adjusted OIBDA: U.S. Media $ 37.4 $ 145.8 $ 128.2 $ 240.4 Other ( 5.4 ) 8.8 ( 4.9 ) 10.0 Corporate ( 10.3 ) ( 11.0 ) ( 14.8 ) ( 20.0 ) Total Adjusted OIBDA $ 21.7 $ 143.6 $ 108.5 $ 230.4 Three Months Ended Six Months Ended June 30, June 30, (in millions) 2020 2019 2020 2019 Operating income (loss): U.S. Media $ ( 3.9 ) $ 101.9 $ 43.5 $ 157.4 Other ( 5.5 ) 3.3 ( 8.8 ) ( 0.7 ) Corporate ( 16.5 ) ( 16.5 ) ( 26.8 ) ( 31.1 ) Total operating income (loss) $ ( 25.9 ) $ 88.7 $ 7.9 $ 125.6 Net (gain) loss on dispositions: U.S. Media $ ( 1.1 ) $ 0.2 $ ( 1.2 ) $ ( 1.3 ) Other ( 4.1 ) 0.2 ( 4.1 ) 0.2 Total (gain) loss on dispositions $ ( 5.2 ) $ 0.4 $ ( 5.3 ) $ ( 1.1 ) Depreciation and amortization: U.S. Media $ 39.4 $ 43.7 $ 82.9 $ 84.3 Other 3.5 5.3 7.3 10.5 Total depreciation and amortization $ 42.9 $ 49.0 $ 90.2 $ 94.8 Capital expenditures: U.S. Media $ 13.6 $ 21.0 $ 30.9 $ 38.3 Other 0.1 0.5 1.0 1.3 Total capital expenditures $ 13.7 $ 21.5 $ 31.9 $ 39.6 25 Table of Contents OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Unaudited) As of (in millions) June 30, 2020 December 31, 2019 Assets: U.S. Media $ 5,021.3 $ 5,077.1 Other 258.4 284.0 Corporate 607.4 21.2 Total assets $ 5,887.1 $ 5,382.3 26 Table of Contents