What changed in this filing

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Item 1. Financial Statements

2020-11-05 compared with 2020-08-06 · 217 added, 188 removed, 551 unchanged (42% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) June 30,

(in millions) September 30,

2020 December 31,

33 unchanged sentences

Commitments and contingencies (Note 18)

Preferred stock (2020 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and

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)

Stockholders’ equity (Note 10):

Common stock (2020 - 450.0 shares authorized, and 144.4 shares issued

and outstanding;

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)

9 unchanged sentences

Consolidated Statements of Operations

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions, except per share amounts) 2020 2019 2020 2019

5 unchanged sentences

Restructuring charges 0.6 — 5.3 0.3

Net (gain) loss on dispositions ( 5.2 ) 0.4 ( 5.3 ) ( 1.1 )

Net gain on dispositions ( 8.0 ) ( 1.9 ) ( 13.3 ) ( 3.0 )

Depreciation 21.0 22.4 63.2 64.9

1 unchanged sentence

Total expenses 257.2 377.0 867.5 1,083.0

Operating income (loss) ( 25.9 ) 88.7 7.9 125.6

Operating income 25.1 85.5 33.0 211.1

Interest expense, net ( 34.2 ) ( 33.9 ) ( 97.3 ) ( 100.5 )

Other income, net — — 0.2 0.1

Loss on extinguishment of debt — ( 11.0 ) — ( 11.0 )

Other income (expense), net ( 0.1 ) — 0.1 0.1

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies

( 9.2 ) 40.6 ( 64.2 ) 99.7

Benefit (provision) for income taxes 1.5 ( 6.2 ) 3.2 ( 5.2 )

Provision for income taxes ( 3.5 ) ( 3.3 ) ( 0.3 ) ( 8.5 )

Equity in earnings of investee companies, net of tax ( 0.6 ) 1.4 ( 0.5 ) 3.9

1 unchanged sentence

( 13.3 ) 38.7 ( 65.0 ) 95.1

Net income (loss) attributable to non-controlling interests

( 0.1 ) — 0.1 —

Net income attributable to non-controlling interests 0.2 — 0.3 —

Net income (loss) attributable to OUTFRONT Media Inc.

9 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2020 2019 2020 2019

1 unchanged sentence

$ ( 13.3 ) $ 38.7 $ ( 65.0 ) $ 95.1

Net income (loss) attributable to non-controlling interests

( 0.1 ) — 0.1 —

Net income attributable to non-controlling interests 0.2 — 0.3 —

Net income (loss) attributable to OUTFRONT Media Inc.

10 unchanged sentences

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

(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

June 30, 2019

143.3 $ 1.4 $ 2,057.9 $ ( 943.9 ) $ ( 17.7 ) $ 1,097.7 $ 37.2 $ 1,134.9

Net income — — — 38.7 — 38.7 — 38.7

Other comprehensive income

— — — — 2.5 2.5 — 2.5

Other comprehensive loss — — — — ( 1.0 ) ( 1.0 ) — ( 1.0 )

Stock-based payments:

2 unchanged sentences

0.2 — 4.1 — — 4.1 ( 4.1 ) —

Shares issued under the ATM Program

1.4 — 34.3 — — 34.3 — 34.3

Dividends ($ 0.36 per share)

1 unchanged sentence

— — — — — — 0.1 0.1

Balance as of June 30, 2019

Balance as of

September 30, 2019

143.5 $ 1.4 $ 2,067.6 $ ( 957.3 ) $ ( 18.7 ) $ 1,093.0 $ 33.2 $ 1,126.2

Balance as of March 31, 2020

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

Net loss — — — — — ( 57.9 ) — ( 57.9 ) ( 0.1 ) ( 58.0 )

Net income (loss) — — — — — ( 13.5 ) — ( 13.5 ) 0.2 ( 13.3 )

Other comprehensive income

4 unchanged sentences

— — — — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )

New share issues

0.4 383.4 — — — — — — — 383.4

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 7.0 ) — ( 7.0 ) — ( 7.0 )

— — — — — — — — ( 1.1 ) ( 1.1 )

Balance as of June 30, 2020

Balance as of

September 30, 2020

0.4 $ 383.4 144.4 $ 1.4 $ 2,084.0 $ ( 1,097.7 ) $ ( 23.1 ) $ 964.6 $ 27.4 $ 1,375.4

2 unchanged sentences

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

(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

15 unchanged sentences

— — 0.1 — — 0.1 3.7 3.8

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 September 30, 2019 143.5 $ 1.4 $ 2,067.6 $ ( 957.3 ) $ ( 18.7 ) $ 1,093.0 $ 33.2 $ 1,126.2

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

17 unchanged sentences

— — — — — — — — ( 1.1 ) ( 1.1 )

Balance as of June 30, 2020

Balance as of September 30, 2020

0.4 $ 383.4 144.4 $ 1.4 $ 2,084.0 $ ( 1,097.7 ) $ ( 23.1 ) $ 964.6 $ 27.4 $ 1,375.4

2 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2020 2019

3 unchanged sentences

Adjustments to reconcile net income to net cash flow provided by operating activities:

Net loss attributable to non-controlling interests 0.1 —

Net income attributable to non-controlling interests 0.3 —

Depreciation and amortization 135.6 145.9

4 unchanged sentences

Net gain on dispositions ( 13.3 ) ( 3.0 )

Loss on extinguishment of debt — 11.0

Equity in earnings of investee companies, net of tax 0.5 ( 3.9 )

6 unchanged sentences

Increase in prepaid expenses and other current assets ( 25.0 ) ( 10.4 )

Decrease in accounts payable and accrued expenses ( 53.8 ) ( 7.0 )

Increase (decrease) in accounts payable and accrued expenses ( 36.5 ) 3.0

Increase in operating lease assets and liabilities 13.4 9.7

Increase in deferred revenues 12.1 9.1

Decrease in income taxes ( 0.1 ) ( 3.5 )

Increase (decrease) in income taxes 1.0 ( 0.5 )

Other, net 5.0 2.5

14 unchanged sentences

Payments of deferred financing costs ( 7.7 ) ( 9.5 )

Payments of debt extinguishment charges — ( 7.4 )

Proceeds from Series A Preferred Stock issuances 383.8 —

2 unchanged sentences

Dividends ( 68.1 ) ( 156.0 )

Net cash flow provided by financing activities

Net cash flow provided by (used for) financing activities

581.0 ( 14.7 )

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows (Continued)

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2020 2019

19 unchanged sentences

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.

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.

We manage our operations through three operating segments—(1) U.S.

and approximately 150 markets across the U.S.

We currently manage our operations through two operating segments—U.S.

Billboard and Transit, which is included in our U.S.

Media reportable segment, (2) International and (3) Sports Marketing.

Media reportable segment, and International.

In the third quarter of 2020, we sold all of our equity interests in certain of our subsidiaries (the “Sports Disposition”), which held all of the assets of our Sports Marketing operating segment, for a purchase price of approximately $ 34.6 million in cash, subject to closing and post-closing adjustments (see Note 13.

Acquisitions and Dispositions :

Dispositions to the Consolidated Financial Statements).

The Sports Marketing operating segment was the marketing and multimedia rights holder for a variety of colleges, universities and other educational institutions across the United States.

The operating results of our Sports Marketing operating segment through June 30, 2020, are included in our Consolidated Financial Statements.

Basis of Presentation and Use of Estimates

8 unchanged sentences

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.

repaid in full all borrowings under the Revolving Credit Facility (as defined below) 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.

1 unchanged sentence

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

New Accounting Standards

2 unchanged sentences

The adoption of this guidance did not have a material effect on our consolidated financial statements.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

In the first quarter of 2020, we adopted the FASB’s guidance which requires a reporting entity to estimate credit losses on certain types of financial instruments, and present assets held at amortized cost and available-for-sale debt securities at the amount expected to be collected.

1 unchanged sentence

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.

We have recorded a Provision for doubtful accounts of $ 6.1 million in the three months ended September 30, 2020, and $ 17.4 million in the nine months ended September 30, 2020, for all receivables, which includes an estimate of the impact from the COVID-19 pandemic on future collections.

Recent Pronouncements

2 unchanged sentences

We do not expect this guidance to have a material effect on our consolidated financial statements.

In March 2020, the FASB issued guidance providing optional expedients and exceptions for accounting for contracts, hedging relationships and other transactions that reference to LIBOR or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met.

The guidance is effective for all entities as of March 12, 2020, through December 31, 2022.

We do not expect this guidance to impact our accounting for our existing debt and hedging instruments.

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.

(in millions) June 30,

2020 June 30,

As of September 30, 2020, we have $ 1.6 million of restricted cash deposited in the escrow account.

(in millions) September 30,

2020 September 30,

2019 December 31, 2019

2 unchanged sentences

Cash, cash equivalents and restricted cash $ 692.2 $ 63.7 $ 60.9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Property and Equipment, Net

The table below presents the balances of major classes of assets and accumulated depreciation.

(in millions) Estimated Useful Lives June 30,

(in millions) Estimated Useful Lives September 30,

2020 December 31,

2 unchanged sentences

Advertising structures 5 to 20 years

1,874.8 1,866.1

Furniture, equipment and other 3 to 10 years

3 unchanged sentences

Property and equipment, net $ 644.2 $ 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.

Depreciation expense was $ 21.0 million in the three months ended September 30, 2020, $ 22.4 million in the three months ended September 30, 2019, $ 63.2 million in the nine months ended September 30, 2020, and $ 64.9 million in the nine months ended September 30, 2019.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, actual results may differ materially from these assumptions and estimates, which may result in impairment charges of our long-lived assets in the future.

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.

We did not identify a triggering event in the second and third quarters of 2020.

Intangible Assets

1 unchanged sentence

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Our identifiable intangible assets consist of the following:

(in millions) Gross Accumulated Amortization Net

As of June 30, 2020:

As of September 30, 2020:

Permits and leasehold agreements $ 1,186.0 $ ( 765.7 ) $ 420.3

8 unchanged sentences

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.

Amortization expense was $ 24.4 million in the three months ended September 30, 2020, and $ 28.7 million in the three months ended September 30, 2019, which includes the amortization of direct lease acquisition costs of $ 9.1 million in the three months ended September 30, 2020, and $ 13.6 million in the three months ended September 30, 2019.

Amortization expense was $ 72.4 million in the nine months ended September 30, 2020, and $ 81.0 million in the nine months ended September 30, 2019, which includes the amortization of direct lease acquisition costs of $ 26.7 million in the nine months ended September 30, 2020, and $ 36.9 million in the nine months ended September 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 .

2 unchanged sentences

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.

In the second and third quarters 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.

Since it is unlikely we will recoup any costs in 2020 and may not recoup any costs during the 12-month period ending September 30, 2021, as of September 30, 2020, we have reclassified 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.

As of September 30, 2020, we have operating lease assets of $1.4 billion, short-term operating lease liabilities of $ 182.8 million and non-current operating lease liabilities of $1.2 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 September 30, 2020, the weighted-average remaining lease term was 10.2 years and the weighted-average discount rate was 5.6 %.

For the three months ended September 30, 2020, we recorded operating lease costs of $ 94.3 million in Operating expenses and $ 2.1 million in Selling, general and administrative expenses.

For the three months ended September 30, 2020, these costs include $ 16.0 million of variable operating lease costs.

For the three months ended September 30, 2019, we recorded operating lease costs of $ 103.5 million in Operating expenses and $ 2.5 million in Selling, general and administrative expenses.

For the three months ended September 30, 2019, these costs include $ 26.3 million of variable operating lease costs.

For the nine months ended September 30, 2020, we recorded operating lease costs of $ 290.1 million in Operating expenses and $ 6.4 million

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

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.

in Selling, general and administrative expenses.

For the nine months ended September 30, 2020, these costs include $ 52.7 million of variable operating lease costs.

For the nine months ended September 30, 2019, we recorded operating lease costs of $ 300.5 million in Operating expenses and $ 6.9 million in Selling, general and administrative expenses.

For the nine months ended September 30, 2019, these costs include $ 66.2 million of variable operating lease costs.

For each of the three and nine months ended September 30, 2020 and 2019, sublease income was immaterial.

For the nine months ended September 30, 2020, cash paid for operating leases was $ 285.9 million and leased assets obtained in exchange for new operating lease liabilities was $ 147.9 million.

For the nine months ended September 30, 2019, cash paid for operating leases was $ 296.5 million and leased assets obtained in exchange for new operating lease liabilities was $ 321.9 million.

We recorded rental income of $ 231.7 million for the three months ended September 30, 2020, $ 301.3 million for the three months ended September 30, 2019, $ 676.0 million on for the nine months ended September 30, 2020, and $ 839.4 million for the nine months ended September 30, 2019, in Revenues on our Consolidated Statement of Operations.

Asset Retirement Obligation

8 unchanged sentences

Foreign currency translation adjustments ( 0.1 )

As of June 30, 2020 $ 35.2

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of September 30, 2020 $ 35.4

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.

These investments totaled $ 11.8 million as of September 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 September 30, 2020, $ 2.2 million in the three months ended September 30, 2019, $ 3.5 million in the nine months ended September 30, 2020, and $ 6.1 million in the nine months ended September 30, 2019.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Debt, net, consists of the following:

(in millions, except percentages) June 30,

(in millions, except percentages) September 30,

2020 December 31,

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Weighted average cost of debt 4.5 % 4.5 %

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 interest rate on the term loan due in 2026 (the “Term Loan”) was 1.9 % per annum as of September 30, 2020.

As of September 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.

1 unchanged sentence

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.

As of September 30, 2020, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $ 0.6 million in the three months ended September 30, 2020, $ 0.4 million in the three months ended September 30, 2019, $ 1.2 million in the nine months ended September 30, 2020, and $ 1.1 million in the nine months ended September 30, 2019.

As of September 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

As of September 30, 2020, we had issued letters of credit totaling approximately $ 72.0 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 nine months ended September 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.

As of September 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 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.

and (ii) extended the term of the Repurchase Facility so that it will 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”).

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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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of September 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 September 30, 2020, there was no borrowing capacity remaining under the AR Facility based on approximately $ 231.9 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 nine months ended September 30, 2020 and 2019.

Senior Unsecured Notes

On May 15, 2020, two of our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”), issued $ 400.0 million aggregate principal amount of 6.250 % Senior Unsecured Notes due 2025 (the “Notes”) in a private placement.

The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities.

The Notes are fully and

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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 .

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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.

As of September 30, 2020, a premium of $ 1.4 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.

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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.

As of September 30, 2020, our Consolidated Total Leverage Ratio was 8.2 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR 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.

As of September 30, 2020, our Consolidated Net Secured Leverage Ratio was 1.0 to 1.0 in accordance with the Credit Agreement.

As of September 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.

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Equity to the Consolidated Financial Statements).

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Deferred Financing Costs

As of June 30, 2020, we had deferred $ 36.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes.

As of September 30, 2020, we had deferred $ 34.4 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

The fair value of these swap positions was a net liability of approximately $ 6.9 million as of September 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 September 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 0.1 % as of September 30, 2020.

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;

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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.

As of June 30, 2020, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.7 billion as of September 30, 2020, and $ 2.5 billion as of December 31, 2019.

The fair value of our debt as of both September 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 $ 6.9 million as of September 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 September 30, 2020 and December 31, 2019, is classified as Level 2.

As of September 30, 2020, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

144,429,154 shares were issued and outstanding;

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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 -

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

month period.

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.

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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.

During the three months ended September 30, 2020, we paid cash dividends of $ 7.0 million on the Series A Preferred Stock and during the nine months ended September 30, 2020, we paid cash dividends of $ 12.5 million on the Series A Preferred Stock.

As of September 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”).

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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.

During the nine months ended September 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 September 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.

No shares were sold under the ATM Program during both the three and nine months ended September 30, 2020.

As of September 30, 2020, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

OUTFRONT Media Inc.

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The following table summarizes revenues by source:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2020 2019 2020 2019

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Total revenues $ 282.3 $ 462.5 $ 900.5 $ 1,294.1

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.

Rental income was $ 231.7 million in the three months ended September 30, 2020, $ 301.3 million in the three months ended September 30, 2019, $ 676.0 million in the nine months ended September 30, 2020, and $ 839.4 million in the nine months ended September 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,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2020 2019 2020 2019

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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 ,

As of September 30, 2020, $ 2.5 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

For the three months ended September 30, 2020, we recorded restructuring charges of $ 0.6 million, of which $ 0.4 million was recorded in our U.S.

Media segment and $ 0.2 million was recorded in Other .

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

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.

For the nine months ended September 30, 2020, we recorded restructuring charges of $ 5.3 million, of which $ 3.4 million was recorded in our U.S.

Media segment, $ 0.9 million was recorded in Other and $ 1.0 million was recorded in Corporate.

Restructuring charges in the nine months ended September 30, 2020, were composed of severance charges associated with the workforce reductions, including $ 0.9 million for stock-based compensation.

For the nine months ended September 30, 2019, we recorded restructuring charges of $ 0.3 million associated with the elimination of a corporate management position.

Acquisitions and Dispositions

We completed several asset acquisitions for a total purchase price of approximately $ 15.5 million in the nine months ended September 30, 2020, and $ 41.7 million in the nine months ended September 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.

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We completed this transaction in the first quarter of 2020.

In the third quarter of 2020, we completed the Sports Disposition and received approximately $ 34.6 million in cash, subject to closing and post-closing adjustments.

We recorded a gain of $ 7.2 million related to the Sports Disposition.

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,

The following table summarizes our stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019.

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2020 2019 2020 2019

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Stock-based compensation expense, net of tax $ 5.1 $ 5.2 $ 16.3 $ 15.3

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.

As of September 30, 2020, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 29.2 million, which is expected to be recognized over a weighted average period of 1.9 years.

OUTFRONT Media Inc.

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RSUs and PRSUs

The following table summarizes activity for the six months ended June 30, 2020, of RSUs and PRSUs issued to our employees.

The following table summarizes activity for the nine months ended September 30, 2020, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value

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PRSUs ( 6,930 ) 26.64

Non-vested as of June 30, 2020 2,127,354 25.66

Non-vested as of September 30, 2020 2,075,498 25.66

Stock Options

The following table summarizes activity for the six months ended June 30, 2020, of stock options issued to our employees.

The following table summarizes activity for the nine months ended September 30, 2020, of stock options issued to our employees.

Activity Weighted Average Exercise Price

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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 .

Outstanding as of September 30, 2020 103,413 26.39

Exercisable as of September 30, 2020 103,413 26.39

As of September 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 $ 14.55 .

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2020 2019 2020 2019

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(a) Reflects amounts reclassified from accumulated other comprehensive income to net income.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

In the six months ended June 30, 2020, we contributed $ 0.7 million to our pension plans.

In the nine months ended September 30, 2020, we contributed $ 1.0 million to our pension plans.

In 2020, we expect to contribute approximately $ 1.3 million to our pension plans.

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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.

In the nine months ended September 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, the effect of foreign operations and the impact of the Sports Disposition.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Earnings Per Share (“EPS”)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2020 2019 2020 2019

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— 0.4 0.4 1.5

Undistributed earnings allocable to Class A equity interests of a subsidiary

Net income (loss) available for common stockholders, basic and diluted

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Weighted average shares for diluted EPS 144.4 144.2 144.2 142.7

(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.

(a) The potential impact of an aggregate 1.7 million granted RSUs, PRSUs and stock options in the three months ended September 30, 2020, 1.1 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2020, and 0.1 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2019, were antidilutive.

(b) The potential impact of 25.0 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the three months ended September 30, 2020, and 15.0 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in the nine months ended September 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 September 30, 2020, 1.3 million of Class A equity interests of Outfront Canada in the three months ended September 30, 2019, 1.0 million of Class A equity interests of Outfront Canada in the nine months ended September 30, 2020, and 1.5 million of Class A equity interests of Outfront Canada in the nine months ended September 30, 2019, was antidilutive.

(See Note 10.

Equity to the Consolidated Financial Statements.)

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Commitments and Contingencies

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Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

Under 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of September 30, 2020, guaranteed minimum annual payments are as follows:

(in millions) Guaranteed

2025 and thereafter 559.3

Total minimum payments $ 1,326.9

(a) In the third quarter of 2020, we completed the Sports Disposition.

(See Note 13.

Acquisitions and Dispositions :

Dispositions .)

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.

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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.

We did not recoup any equipment deployment costs in the nine months ended September 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.

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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 .

In the second and third quarters 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 .

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.

MTA Agreement to the Consolidated Financial Statements.) As of September 30, 2020, 6,177 digital displays had been installed, of which 827 installations occurred in the three months ended September 30, 2020, for a total of 1,600 installations in the nine months ended September 30, 2020.

OUTFRONT Media Inc.

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(in millions) Beginning Balance Deployment Costs Incurred Recoupment Amortization Ending Balance

Six months ended June 30, 2020:

Nine months ended September 30, 2020:

Prepaid MTA equipment deployment costs $ 171.5 $ 29.4 $ — $ — $ 200.9

$ 171.5 $ 28.3 $ — $ — $ 199.8

Other current assets — 21.7 — — 21.7

Intangible assets (franchise agreements) 38.3 15.6 — ( 4.1 ) 49.8

38.3 6.0 — ( 2.7 ) 41.6

Total $ 209.8 $ 66.7 $ — $ ( 4.1 ) $ 272.4

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Prepaid MTA equipment deployment costs $ 79.5 $ 124.2 $ ( 32.2 ) $ — $ 171.5

$ 79.5 $ 124.2 $ ( 32.2 ) $ — $ 171.5

Intangible assets (franchise agreements) 14.8 26.6 — ( 3.1 ) 38.3

14.8 26.6 — ( 3.1 ) 38.3

Total $ 94.3 $ 150.8 $ ( 32.2 ) $ ( 3.1 ) $ 209.8

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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.

As of September 30, 2020, the outstanding letters of credit were approximately $ 73.6 million and outstanding surety bonds were approximately $ 175.5 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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Segment Information

We manage our operations through three operating segments—(1) U.S.

We currently manage our operations through two operating segments—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 .

Media reportable segment, and International.

International does not meet the criteria to be a reportable segment and accordingly, is included in Other .

The following tables set forth our financial performance by segment.

Three Months Ended Six Months Ended

June 30, June 30,

In the third quarter of 2020, we completed the Sports Disposition (see Note 13.

Acquisitions and Dispositions :

Dispositions to the Consolidated Financial Statements).

Historical operating results for our Sports Marketing operating segment through June 30, 2020, are included in Other .

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2020 2019 2020 2019

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Total revenues $ 282.3 $ 462.5 $ 900.5 $ 1,294.1

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.

We present Operating income before Depreciation , Amortization , Net gain on dispositions, Stock-based compensation and Restructuring charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2020 2019 2020 2019

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$ ( 13.3 ) $ 38.7 $ ( 65.0 ) $ 95.1

(Benefit) provision for income taxes ( 1.5 ) 6.2 ( 3.2 ) 5.2

Provision for income taxes 3.5 3.3 0.3 8.5

Equity in earnings of investee companies, net of tax 0.6 ( 1.4 ) 0.5 ( 3.9 )

Interest expense, net 34.2 33.9 97.3 100.5

Other loss, net — — ( 0.2 ) ( 0.1 )

Operating income (loss) ( 25.9 ) 88.7 7.9 125.6

Loss on extinguishment of debt — 11.0 — 11.0

Other income (loss), net 0.1 — ( 0.1 ) ( 0.1 )

Operating income 25.1 85.5 33.0 211.1

Restructuring charges 0.6 — 5.3 0.3

Net (gain) loss on dispositions ( 5.2 ) 0.4 ( 5.3 ) ( 1.1 )

Net gain on dispositions ( 8.0 ) ( 1.9 ) ( 13.3 ) ( 3.0 )

Depreciation and amortization 45.4 51.1 135.6 145.9

6 unchanged sentences

Total Adjusted OIBDA $ 68.5 $ 140.3 $ 177.0 $ 370.7

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2020 2019 2020 2019

3 unchanged sentences

Corporate ( 14.3 ) ( 16.9 ) ( 41.1 ) ( 48.0 )

Total operating income (loss) $ ( 25.9 ) $ 88.7 $ 7.9 $ 125.6

Total operating income $ 25.1 $ 85.5 $ 33.0 $ 211.1

Net (gain) loss on dispositions:

1 unchanged sentence

Other ( 8.0 ) — ( 12.1 ) 0.2

Total (gain) loss on dispositions $ ( 5.2 ) $ 0.4 $ ( 5.3 ) $ ( 1.1 )

Total gain on dispositions $ ( 8.0 ) $ ( 1.9 ) $ ( 13.3 ) $ ( 3.0 )

Depreciation and amortization:

8 unchanged sentences

Notes to Consolidated Financial Statements

(in millions) June 30,

(in millions) September 30,

2020 December 31, 2019

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements