What changed in this filing

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Item 1. Financial Statements

2021-05-05 compared with 2020-11-05 · 182 added, 317 removed, 451 unchanged (53% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) September 30,

(in millions) March 31,

2021 December 31,

4 unchanged sentences

Prepaid lease and franchise costs 9.1 5.4

Prepaid MTA equipment deployment costs (Notes 5 and 18) — 55.4

Other prepaid expenses 13.9 14.4

5 unchanged sentences

Operating lease assets (Note 6) 1,437.7 1,421.3

Prepaid MTA equipment deployment costs (Notes 5 and 18) 200.9 116.1

Prepaid MTA equipment deployment costs (Note 18) 208.2 204.6

Other assets 37.5 36.8

19 unchanged sentences

Preferred stock (2021 - 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)

2020 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding) (Note 10)

Stockholders’ equity (Note 10):

11 unchanged sentences

Consolidated Statements of Operations

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except per share amounts) 2021 2020

4 unchanged sentences

Selling, general and administrative 76.5 90.8

Restructuring charges 0.6 — 5.3 0.3

Net gain on dispositions ( 0.3 ) ( 0.1 )

2 unchanged sentences

Total expenses 290.2 351.5

Operating income 25.1 85.5 33.0 211.1

Operating income (loss) ( 31.0 ) 33.8

Interest expense, net ( 34.6 ) ( 29.8 )

Loss on extinguishment of debt ( 6.3 ) —

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

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

Other income, net — 0.2

Income (loss) before benefit for income taxes and equity in earnings of investee companies ( 71.9 ) 4.2

Benefit for income taxes 4.7 1.7

Equity in earnings of investee companies, net of tax ( 0.4 ) 0.4

Net income (loss) before allocation to non-controlling interests ( 67.6 ) 6.3

( 13.3 ) 38.7 ( 65.0 ) 95.1

Net income attributable to non-controlling interests 0.1 0.2

9 unchanged sentences

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Nine Months Ended

September 30, September 30,

Consolidated Statements of Comprehensive Loss

Three Months Ended

(in millions) 2021 2020

Net income (loss) before allocation to non-controlling interests $ ( 67.6 ) $ 6.3

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

Net income attributable to non-controlling interests 0.1 0.2

Net income (loss) attributable to OUTFRONT Media Inc.

( 13.5 ) 38.7 ( 65.3 ) 95.1

Other comprehensive income (loss), net of tax:

Other comprehensive loss, net of tax:

Cumulative translation adjustments 1.3 ( 10.5 )

Net actuarial gain (loss) ( 0.1 ) 0.2 0.4 0.1

Net actuarial gain — 0.7

Change in fair value of interest rate swap agreements 1.2 ( 4.3 )

Total other comprehensive income (loss), net of tax 3.8 ( 1.0 ) ( 5.4 ) 3.3

Total comprehensive income (loss) $ ( 9.7 ) $ 37.7 $ ( 70.7 ) $ 98.4

Total other comprehensive loss, net of tax 2.5 ( 14.1 )

Total comprehensive loss $ ( 65.2 ) $ ( 8.0 )

See accompanying notes to unaudited consolidated financial statements.

2 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

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 loss — — — — ( 1.0 ) ( 1.0 ) — ( 1.0 )

Stock-based payments:

Amortization — — 5.6 — — 5.6 — 5.6

Class A equity interest redemptions

0.2 — 4.1 — — 4.1 ( 4.1 ) —

Dividends ($ 0.36 per share)

— — — ( 52.1 ) — ( 52.1 ) — ( 52.1 )

— — — — — — 0.1 0.1

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

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

Other comprehensive income

— — — — — — 3.8 3.8 — 3.8

Stock-based payments:

Amortization — — — — 5.4 — — 5.4 — 5.4

Shares paid for tax withholding for stock-based payments

— — — — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 7.0 ) — ( 7.0 ) — ( 7.0 )

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

OUTFRONT Media Inc.

Consolidated Statements of Equity (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Shares of Common Stock Common Stock ($ 0.01 per share par value)

1 unchanged sentence

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

Cumulative effect of a new accounting standard — — — ( 24.8 ) — ( 24.8 ) — ( 24.8 )

Net income — — — 6.1 — 6.1 0.2 6.3

Other comprehensive income

— — — — 3.3 3.3 — 3.3

Other comprehensive loss — — — — ( 14.1 ) ( 14.1 ) — ( 14.1 )

Stock-based payments:

5 unchanged sentences

0.2 — 4.4 — — 4.4 ( 4.4 ) —

Shares issued under the ATM Program

2.2 — 50.8 — — 50.8 — 50.8

Dividends ($ 0.38 per share)

— — — ( 55.3 ) — ( 55.3 ) — ( 55.3 )

— — 0.1 — — 0.1 3.7 3.8

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 144.4 $ 1.4 $ 2,072.8 $ ( 1,013.8 ) $ ( 31.8 ) $ 1,028.6 $ 28.4 $ 1,057.0

Stockholders’ Equity

3 unchanged sentences

Balance as of December 31, 2020 0.4 $ 383.4 144.5 $ 1.4 $ 2,090.8 $ ( 1,100.4 ) $ ( 18.0 ) $ 973.8 $ 26.5 $ 1,383.7

— $ — 143.6 $ 1.4 $ 2,074.7 $ ( 964.6 ) $ ( 17.7 ) $ 1,093.8 $ 32.6 $ 1,126.4

Net income (loss) — — — — — ( 65.3 ) — ( 65.3 ) 0.3 ( 65.0 )

Net loss — — — — — ( 67.7 ) — ( 67.7 ) 0.1 ( 67.6 )

Other comprehensive loss

5 unchanged sentences

— — ( 0.5 ) — ( 8.7 ) — — ( 8.7 ) — ( 8.7 )

New share issues

0.4 383.4 — — — — — — — 383.4

Class A equity interest redemptions

2 unchanged sentences

— — — — — ( 7.0 ) — ( 7.0 ) — ( 7.0 )

Dividends ($ 0.38 per share)

— — — — ( 3.3 ) — — ( 3.3 ) ( 1.5 ) ( 4.8 )

— — — — — — — — ( 1.1 ) ( 1.1 )

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

Balance as of

March 31, 2021 0.4 $ 383.4 145.5 $ 1.5 $ 2,095.5 $ ( 1,175.1 ) $ ( 15.5 ) $ 906.4 $ 14.4 $ 1,304.2

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2021 2020

2 unchanged sentences

$ ( 67.7 ) $ 6.1

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

Adjustments to reconcile net income (loss) to net cash flow provided by (used for) operating activities:

Net income attributable to non-controlling interests 0.1 0.2

Depreciation and amortization 36.4 36.0

Deferred tax (benefit) provision ( 3.8 ) 1.2

Deferred tax benefit ( 5.2 ) ( 1.8 )

Stock-based compensation 6.0 5.8

6 unchanged sentences

Amortization of deferred financing costs and debt discount and premium 1.9 1.3

Cash paid for direct lease acquisition costs ( 32.6 ) ( 34.5 )

Change in assets and liabilities, net of investing and financing activities:

(Increase) decrease in receivables 80.5 ( 29.2 )

Decrease in receivables 47.2 19.7

Increase in prepaid MTA equipment deployment costs ( 3.6 ) ( 18.2 )

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

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

(Increase) decrease in prepaid expenses and other current assets 1.2 ( 2.8 )

Decrease in accounts payable and accrued expenses ( 46.1 ) ( 46.0 )

Increase in operating lease assets and liabilities 0.4 1.3

Increase in deferred revenues 12.8 11.1

Increase (decrease) in income taxes 1.0 ( 0.5 )

Decrease in income taxes ( 0.1 ) ( 0.7 )

Other, net 1.3 ( 6.5 )

Net cash flow provided by operating activities

Net cash flow provided by (used for) operating activities

( 10.8 ) 14.9

Investing activities:

13 unchanged sentences

Payments of debt extinguishment charges ( 4.7 ) —

Proceeds from Series A Preferred Stock issuances 383.8 —

Proceeds from shares issued under the ATM Program — 50.9

Taxes withheld for stock-based compensation ( 8.8 ) ( 11.8 )

Dividends ( 7.3 ) ( 55.6 )

Other ( 3.7 ) —

Net cash flow provided by (used for) financing activities

2 unchanged sentences

Consolidated Statements of Cash Flows (Continued)

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2021 2020

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

( 150.4 ) 428.7

Cash, cash equivalents and restricted cash at beginning of period

21 unchanged sentences

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.

4 unchanged sentences

Certain reclassifications of prior year’s data have been made to conform to the current period’s presentation.

Consistent with 2021, amortization of direct lease acquisition costs previously reported in Amortization have been reclassified to conform with the current period’s presentation.

The impact of the reclassification is a decrease in Amortization of $ 11.3 million in the three months ended March 31, 2020, and a corresponding increase in Selling, general and administrative expenses (“SG&A”) on the Consolidated Statement of Operations.

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, 2020, filed with the SEC on February 26, 2021.

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.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of 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.

1 unchanged sentence

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:

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.

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

In the first quarter of 2021, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance for simplifying the accounting for income taxes by removing certain exceptions to the general principles of Accounting Standards Codification Topic 740, Income Taxes .

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

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

The application of this guidance was limited to our receivables that are not related to rental income, which is accounted for under the lease accounting standard.

The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, recent payment history for specific customers and expected future trends.

We have recorded a Provision for doubtful accounts of $ 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

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.

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

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

2 unchanged sentences

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

(in millions) September 30,

2020 September 30,

As of March 31, 2021, we have $ 1.6 million of restricted cash deposited in the escrow account.

(in millions) March 31,

2021 March 31,

2020 December 31, 2020

2 unchanged sentences

Cash, cash equivalents and restricted cash $ 561.6 $ 489.6 $ 712.0

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 September 30,

(in millions) Estimated Useful Lives March 31,

2021 December 31,

8 unchanged sentences

Property and equipment, net $ 629.2 $ 634.2

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 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 and third quarters of 2020.

Depreciation expense was $ 20.0 million in the three months ended March 31, 2021, and $ 21.0 million in the three months ended March 31, 2020.

Intangible Assets

5 unchanged sentences

(in millions) Gross Accumulated Amortization Net

As of September 30, 2020:

As of March 31, 2021:

Permits and leasehold agreements $ 1,200.4 $ ( 787.9 ) $ 412.5

8 unchanged sentences

All of our intangible assets, except goodwill, are subject to amortization.

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 .

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 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 .

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.

Amortization expense was $ 16.4 million in the three months ended March 31, 2021, and $ 15.0 million in the three months ended March 31, 2020.

As of March 31, 2021, we have operating lease assets of $1.4 billion, short-term operating lease liabilities of $ 185.7 million and non-current operating lease liabilities of $1.3 billion.

As of December 31, 2020, we had operating lease assets of $1.4 billion, short-term operating lease liabilities of $ 176.5 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

As of March 31, 2021, the weighted-average remaining lease term was 10.5 years and the weighted-average discount rate was 5.4 %.

For the three months ended March 31, 2021, we recorded operating lease costs of $ 93.7 million in Operating expenses and $ 2.1 million in Selling, general and administrative expenses.

For the three months ended March 31, 2021, these costs include $ 13.9 million of variable operating lease costs.

For the three months ended March 31, 2020, we recorded operating lease costs of $ 102.5 million in Operating expenses and $ 2.2 million in Selling, general and administrative expenses.

For the three months ended March 31, 2020, these costs include $ 22.1 million of variable operating lease costs.

For each of the three months ended March 31, 2021 and 2020, sublease income was immaterial.

For the three months ended March 31, 2021, cash paid for operating leases was $ 97.9 million and leased assets obtained in exchange for new operating lease liabilities was $ 69.1 million.

For the three months ended March 31, 2020, cash paid for operating leases was $ 108.6 million and leased assets obtained in exchange for new operating lease liabilities was $ 77.2 million.

We recorded rental income of $ 215.8 million for the three months ended March 31, 2021, and $ 262.3 million for the three months ended March 31, 2020, in Revenues on our Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

7 unchanged sentences

Liabilities settled ( 0.6 )

Foreign currency translation adjustments ( 0.1 )

As of September 30, 2020 $ 35.4

As of March 31, 2021 $ 36.1

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 eight billboard displays in New York and Boston.

All of these joint ventures are accounted for as equity investments.

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.

These investments totaled $ 9.8 million as of March 31, 2021, and $ 10.5 million as of December 31, 2020, 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 $ 1.1 million in the three months ended March 31, 2021, and $ 1.5 million in the three months ended March 31, 2020.

OUTFRONT Media Inc.

1 unchanged sentence

Debt, net, consists of the following:

(in millions, except percentages) September 30,

(in millions, except percentages) March 31,

2021 December 31,

Short-term debt:

AR Facility $ — $ 105.0

Repurchase Facility $ — $ 80.0

7 unchanged sentences

4.250 % senior unsecured notes, due 2029

4.625 % senior unsecured notes, due 2030

Total senior unsecured notes 2,050.0 2,051.3

3 unchanged sentences

Weighted average cost of debt 4.3 % 4.5 %

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 interest rate on the term loan due in 2026 (the “Term Loan”) was 1.9 % per annum as of March 31, 2021.

As of March 31, 2021, a discount of $ 2.1 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 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.

As of March 31, 2021, 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 $ 0.4 million in the three months ended March 31, 2021, and $ 0.3 million in the three months ended March 31, 2020.

As of March 31, 2021, we had issued letters of credit totaling approximately $ 2.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of March 31, 2021, 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 months ended March 31, 2021 and 2020.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Standalone Letter of Credit Facilities

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 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 terminate on June 29, 2021 , unless further extended.

As of March 31, 2021, 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, 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 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.

As of March 31, 2021, there were no outstanding borrowings under either the AR Facility or the Repurchase Facility.

As of March 31, 2021, there was no borrowing capacity remaining under the AR Facility based on approximately $ 207.9 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 $ 80.0 million of 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 months ended March 31, 2021 and 2020.

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

On January 19, 2021, 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 $ 500.0 million aggregate principal amount of 4.250 % Senior Unsecured Notes due 2029 (the “2029 Notes”) in a private placement.

The 2029 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 2029 Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2021 .

On or after January 15, 2024, the Borrowers may redeem at any time, or from time to time, some or all of the 2029 Notes.

Prior to such date, the Borrowers may redeem up to 40 % 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 2029 Notes will remain outstanding after the redemption.

On February 16, 2021, we used the net proceeds from the issuance of the 2029 Notes, together with cash on hand, to redeem all of our outstanding 5.625 % Senior Unsecured Notes due 2024 (the “2024 Notes”) and to pay accrued and unpaid interest on the 2024 Notes, if any, to, but excluding, the redemption date, and to pay fees and expenses in connection with the 2029 Notes offering and the 2024 Notes redemption.

In the first quarter of 2021, we recorded a Loss on extinguishment of debt of $ 6.3 million relating to the 2024 Notes on the Consolidated Statement of Operations.

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 .

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 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.

Debt Covenants

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

As of March 31, 2021, our Consolidated Total Leverage Ratio was 12.7 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 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.

As of March 31, 2021, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement.

As of March 31, 2021, 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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Deferred Financing Costs

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.

As of March 31, 2021, we had deferred $ 35.1 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.

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 $ 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.

The fair value of these swap positions was a net liability of approximately $ 4.3 million as of March 31, 2021, and $ 5.6 million as of December 31, 2020, and is included in Other liabilities on our Consolidated Statement of Financial Position.

As of March 31, 2021, under the terms of these 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 March 31, 2021.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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 $ 2.7 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;

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 March 31, 2021, and $ 2.8 billion as of December 31, 2020.

The fair value of our debt as of both March 31, 2021, and December 31, 2020, is classified as Level 2.

The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $ 4.3 million as of March 31, 2021, and $ 5.6 million as of December 31, 2020.

The aggregate fair value of our interest rate cash flow swap agreements as of both March 31, 2021 and December 31, 2020, is classified as Level 2.

As of March 31, 2021, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

145,538,216 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.

and 50,000,000 shares of our preferred stock, par value $ 0.01 per share, were authorized with 400,000 shares of Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $ 0.01 per share, issued and outstanding.

The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend and distribution rights.

Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0 % per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”).

Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash.

So long as any shares of Series A Preferred Stock remain outstanding, the Company may not declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT;

and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12 -month period immediately preceding such dividend or distribution, is not in excess of 5 % of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12 -month period.

Following the one-year anniversary of the Closing Date, if all or any portion of the dividends or distributions is paid in respect of the shares of our common stock in cash, the shares of Series A Preferred Stock will participate in such dividends or distributions on an as-converted basis up to the amount of their accrued dividend on the Series A Preferred Stock for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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 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.

If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter.

Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

During the three months ended March 31, 2021, we paid cash dividends of $ 7.0 million on the Series A Preferred Stock.

As of March 31, 2021, 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 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 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.

Notes to Consolidated Financial Statements

During the three months ended March 31, 2021, we made no distributions to holders of the Class A equity interests.

As of March 31, 2021, 1,527,579 Class A equity interests have been redeemed for shares of the Company’s common stock.

We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement.

No shares were sold under the ATM Program during the three months ended March 31, 2021.

As of March 31, 2021, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

The following table summarizes revenues by source:

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2021 2020

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Total revenues $ 259.2 $ 385.3

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.

Rental income was $ 215.8 million in the three months ended March 31, 2021, and $ 262.3 million in the three months ended March 31, 2020, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2021 2020

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We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2020, during the three months ended March 31, 2021.

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 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

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.

Restructuring Charges

As of March 31, 2021, $ 1.0 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

We completed several asset acquisitions for a total purchase price of approximately $ 15.8 million in the three months ended March 31, 2021, and $ 6.6 million in the three months ended March 31, 2020.

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.

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 nine months ended September 30, 2020 and 2019.

Three Months Ended Nine Months Ended

September 30, September 30,

In the first quarter of 2021, the Company granted one-time equity award grants to our executive officers.

The grant values of the one-time restricted share unit (“RSU”) awards were equal to 100 % of each executive officer’s current base salary, and comprised of 60 % performance-based RSUs (“PRSUs”), which contain a market and service condition, and 40 % time-based RSUs, which only contain a service condition.

The PRSU market condition will be based on the Company’s total shareholder return (“TSR”) relative to the TSRs of the companies in the iShares Evolved U.S.

Media and Entertainment Index as of January 1, 2021, measured over a two -year performance period, with the number of PRSUs eligible to vest ranging from 0 % to 200 % of target based on a percentile ranking of the Company’s relative TSR.

Subject to the market condition, these one-time equity grants will cliff vest in full on the second anniversary of the award grant date.

A Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2021 and 2020.

Three Months Ended

(in millions) 2021 2020

Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes

$ 5.4 $ 5.6 $ 17.3 $ 16.4

Stock-based compensation expenses (RSUs and PRSUs), before income taxes $ 6.0 $ 5.8

Tax benefit ( 0.3 ) ( 0.4 )

Stock-based compensation expense, net of tax $ 5.7 $ 5.4

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.

As of March 31, 2021, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 52.6 million, which is expected to be recognized over a weighted average period of 2.1 years.

OUTFRONT Media Inc.

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RSUs and PRSUs

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

The following table summarizes activity for the three months ended March 31, 2021, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value

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PRSUs ( 259,086 ) 30.63

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

Non-vested as of March 31, 2021 2,573,517 23.00

Stock Options

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

The following table summarizes activity for the three months ended March 31, 2021, of stock options issued to our employees.

Activity Weighted Average Exercise Price

Outstanding as of December 31, 2020 103,413 $ 26.39

Exercised ( 23,115 ) 16.43

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

Outstanding as of March 31, 2021 103,413 26.39

Exercisable as of March 31, 2021 103,413 26.39

As of March 31, 2021, all exercisable stock options issued to our employees were out-of-the-money based on the closing stock price of our common stock of $ 21.83 .

Retirement Benefits

The following table presents the components of net periodic pension cost and amounts recognized in other comprehensive income (loss) for our pension plans:

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2021 2020

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Amortization of net actuarial losses (a)

— 0.1 0.5 0.4

Net periodic pension cost $ — $ 0.3

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

In the three months ended March 31, 2021, we contributed $ 0.3 million to our pension plans.

In 2021, we expect to contribute approximately $ 1.2 million to our pension plans.

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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.

We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities as TRSs.

As such, we have provided for their federal, state and foreign income taxes.

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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 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

In the three months ended March 31, 2021 and 2020, 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.

Earnings Per Share (“EPS”)

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2021 2020

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Distributions to holders of Class A equity interests of a subsidiary

— 0.4 0.4 1.5

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

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Weighted average shares for diluted EPS 144.8 144.7

(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.

(a) The potential impact of an aggregate 1.9 million granted RSUs, PRSUs and stock options in the three months ended March 31, 2021, and 0.5 million granted RSUs, PRSUs and stock options in the three months ended March 31, 2020, were antidilutive.

(b) The potential impact of 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended March 31, 2021, was antidilutive.

(c) The potential impact of 0.8 million of Class A equity interests of Outfront Canada in the three months ended March 31, 2021, and 1.1 million of Class A equity interests of Outfront Canada in the three months ended March 31, 2020, was antidilutive.

(See Note 10.

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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 nine months ended September 30, 2020, and it’s unlikely we will recoup equipment deployment costs in 2020.

We did not recoup any equipment deployment costs in the three months ended March 31, 2021, and it is unlikely we will recoup equipment deployment costs in the remainder of 2021.

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 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 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.

Notes to Consolidated Financial Statements

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

Nine months ended September 30, 2020:

Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA agreement, as amended.

We have engaged, and will continue to engage, in constructive conversations with the MTA regarding possible modifications to the overall scope and term under the MTA agreement.

As of March 31, 2021, 7,645 digital displays had been installed, of which 265 installations occurred in the three months ended March 31, 2021.

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

Three months ended March 31, 2021:

Prepaid MTA equipment deployment costs $ 204.6 $ 3.6 $ — $ — $ 208.2

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Prepaid MTA equipment deployment costs $ 171.5 $ 33.1 $ — $ — $ 204.6

Other current assets — 44.4 ( 16.4 ) — 28.0

Intangible assets (franchise agreements) 38.3 26.0 — ( 5.9 ) 58.4

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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 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.

As of March 31, 2021, the outstanding letters of credit were approximately $ 74.1 million and outstanding surety bonds were approximately $ 167.5 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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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.

Although it is not possible to predict with certainty the

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

Segment Information

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The following tables set forth our financial performance by segment.

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

Acquisitions and Dispositions :

Dispositions to the Consolidated Financial Statements).

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

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,

Three Months Ended

(in millions) 2021 2020

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Total revenues $ 259.2 $ 385.3

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 Nine Months Ended

September 30, September 30,

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

Three Months Ended

(in millions) 2021 2020

Net income (loss) before allocation to non-controlling interests $ ( 67.6 ) $ 6.3

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

Provision for income taxes 3.5 3.3 0.3 8.5

Benefit for income taxes ( 4.7 ) ( 1.7 )

Equity in earnings of investee companies, net of tax 0.4 ( 0.4 )

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Loss on extinguishment of debt 6.3 —

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

Other income, net — ( 0.2 )

Operating income (loss) ( 31.0 ) 33.8

Net gain on dispositions ( 0.3 ) ( 0.1 )

Depreciation and amortization 45.4 51.1 135.6 145.9

Depreciation and amortization (a)

Stock-based compensation 6.0 5.8

Total Adjusted OIBDA $ 68.5 $ 140.3 $ 177.0 $ 370.7

Total Adjusted OIBDA (a)

$ 11.1 $ 75.5

Adjusted OIBDA:

Media $ 74.2 $ 147.3 $ 202.4 $ 387.7

Other 3.2 4.3 ( 1.7 ) 14.3

$ 24.6 $ 80.0

Corporate ( 11.5 ) ( 4.5 )

Total Adjusted OIBDA $ 68.5 $ 140.3 $ 177.0 $ 370.7

Three Months Ended Nine Months Ended

September 30, September 30,

Total Adjusted OIBDA (a)

$ 11.1 $ 75.5

(a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $ 11.3 million in the three months ended March 31, 2020, of which $ 10.8 million was recorded in our U.S.

Media segment and $ 0.5 million was recorded in Othe r, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Three Months Ended

(in millions) 2021 2020

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Corporate ( 17.5 ) ( 10.3 )

Total operating income $ 25.1 $ 85.5 $ 33.0 $ 211.1

Net (gain) loss on dispositions:

Total operating income (loss) $ ( 31.0 ) $ 33.8

Net gain on dispositions:

Media $ ( 0.3 ) $ ( 0.1 )

Other ( 8.0 ) — ( 12.1 ) 0.2

Total gain on dispositions $ ( 0.3 ) $ ( 0.1 )

Depreciation and amortization:

Media $ 41.9 $ 46.1 $ 124.8 $ 130.4

Other 3.5 5.0 10.8 15.5

Total depreciation and amortization $ 45.4 $ 51.1 $ 135.6 $ 145.9

$ 33.5 $ 32.7

Total depreciation and amortization (a)

$ 36.4 $ 36.0

Capital expenditures:

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Total capital expenditures $ 9.4 $ 18.2

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(in millions) September 30,

Media segment and $ 0.5 million was recorded in Othe r, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(in millions) March 31,

2021 December 31, 2020

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