What changed in this filing

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Item 1. Financial Statements

2021-08-06 compared with 2021-05-05 · 229 added, 151 removed, 482 unchanged (44% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) March 31,

(in millions) June 30,

2021 December 31,

47 unchanged sentences

Consolidated Statements of Operations

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except per share amounts) 2021 2020 2021 2020

4 unchanged sentences

Selling, general and administrative 88.9 68.7 165.4 159.5

Restructuring charges — 4.7 — 4.7

Net gain on dispositions ( 2.9 ) ( 5.2 ) ( 3.2 ) ( 5.3 )

6 unchanged sentences

Other income, net — — — 0.2

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

Loss before benefit for income taxes and equity in earnings of investee companies ( 3.0 ) ( 59.2 ) ( 74.9 ) ( 55.0 )

Benefit for income taxes 2.4 1.5 7.1 3.2

Equity in earnings of investee companies, net of tax ( 0.1 ) ( 0.3 ) ( 0.5 ) 0.1

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

Net income attributable to non-controlling interests 0.1 0.2

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss before allocation to non-controlling interests ( 0.7 ) ( 58.0 ) ( 68.3 ) ( 51.7 )

Net income (loss) attributable to non-controlling interests 0.2 ( 0.1 ) 0.3 0.1

Net loss attributable to OUTFRONT Media Inc.

$ ( 0.9 ) $ ( 57.9 ) $ ( 68.6 ) $ ( 51.8 )

Net income (loss) per common share:

Net loss per common share:

Basic $ ( 0.05 ) $ ( 0.44 ) $ ( 0.57 ) $ ( 0.40 )

5 unchanged sentences

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive Loss

Three Months Ended

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2021 2020 2021 2020

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

Net income attributable to non-controlling interests 0.1 0.2

Net income (loss) attributable to OUTFRONT Media Inc.

Other comprehensive loss, net of tax:

Net loss before allocation to non-controlling interests $ ( 0.7 ) $ ( 58.0 ) $ ( 68.3 ) $ ( 51.7 )

Net income (loss) attributable to non-controlling interests 0.2 ( 0.1 ) 0.3 0.1

Net loss attributable to OUTFRONT Media Inc.

( 0.9 ) ( 57.9 ) ( 68.6 ) ( 51.8 )

Other comprehensive income (loss), net of tax:

Cumulative translation adjustments 2.4 4.4 3.7 ( 6.1 )

Net actuarial gain — 0.7

Net actuarial gain (loss) — ( 0.2 ) — 0.5

Change in fair value of interest rate swap agreements 1.4 0.7 2.6 ( 3.6 )

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

Total comprehensive loss $ ( 65.2 ) $ ( 8.0 )

Total other comprehensive income (loss), net of tax 3.8 4.9 6.3 ( 9.2 )

Total comprehensive income (loss) $ 2.9 $ ( 53.0 ) $ ( 62.3 ) $ ( 61.0 )

See accompanying notes to unaudited consolidated financial statements.

2 unchanged sentences

Stockholders’ Equity

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

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

Shares of Common Stock Common Stock ($ 0.01 per share par value)

Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Total Equity

Balance as of December 31, 2019 143.6 $ 1.4 $ 2,074.7 $ ( 964.6 ) $ ( 17.7 ) $ 1,093.8 $ 32.6 $ 1,126.4

Net income — — — 6.1 — 6.1 0.2 6.3

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

Balance as of March 31, 2020

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

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

Other comprehensive income — — — — — — 4.9 4.9 — 4.9

Stock-based payments:

Vested 1.0 — — — — — — —

Amortization — — — — 6.1 — — 6.1 — 6.1

1 unchanged sentence

— — — — ( 0.1 ) — — ( 0.1 ) — ( 0.1 )

Class A equity interest redemptions

New share issues 0.4 383.4 — — — — — — — 383.4

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 5.5 ) — ( 5.5 ) — ( 5.5 )

Dividends ($ 0.38 per share)

— — — — — — — — ( 1.1 ) ( 1.1 )

Balance as of June 30, 2020

0.4 $ 383.4 144.4 $ 1.4 $ 2,078.8 $ ( 1,077.2 ) $ ( 26.9 ) $ 976.1 $ 27.2 $ 1,386.7

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

Net income (loss) — — — — — ( 0.9 ) — ( 0.9 ) 0.2 ( 0.7 )

Other comprehensive income — — — — — — 3.8 3.8 — 3.8

Stock-based payments:

— — 0.1 — — — — — — —

Amortization — — — — 7.5 — — 7.5 — 7.5

Shares paid for tax withholding for stock-based payments

— — — — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )

Class A equity interest redemptions

— — — — 0.3 — — 0.3 ( 0.3 ) —

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 7.0 ) — ( 7.0 ) — ( 7.0 )

— — — — — — — — ( 0.2 ) ( 0.2 )

Balance as of June 30, 2021

0.4 $ 383.4 145.6 $ 1.5 $ 2,103.1 $ ( 1,183.0 ) $ ( 11.7 ) $ 909.9 $ 14.1 $ 1,307.4

OUTFRONT Media Inc.

Consolidated Statements of Equity (Continued)

Stockholders’ Equity

3 unchanged sentences

Balance as of December 31, 2019 — $ — 143.6 $ 1.4 $ 2,074.7 $ ( 964.6 ) $ ( 17.7 ) $ 1,093.8 $ 32.6 $ 1,126.4

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

Net income (loss) — — — — — ( 51.8 ) — ( 51.8 ) 0.1 ( 51.7 )

Other comprehensive loss — — — — — — ( 9.2 ) ( 9.2 ) — ( 9.2 )

Stock-based payments:

Vested — — 1.0 — — — — — — —

Amortization — — — — 11.9 — — 11.9 — 11.9

Shares paid for tax withholding for stock-based payments

— — ( 0.4 ) — ( 12.2 ) — — ( 12.2 ) — ( 12.2 )

New share issues 0.4 383.4 — — — — — — — 383.4

Class A equity interest redemptions

— — 0.2 — 4.4 — — 4.4 ( 4.4 ) —

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 5.5 ) — ( 5.5 ) — ( 5.5 )

Dividends ($ 0.38 per share)

— — — — — ( 55.3 ) — ( 55.3 ) — ( 55.3 )

— — — — — — — — ( 1.1 ) ( 1.1 )

Balance as of

June 30, 2020 0.4 $ 383.4 144.4 $ 1.4 $ 2,078.8 $ ( 1,077.2 ) $ ( 26.9 ) $ 976.1 $ 27.2 $ 1,386.7

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

Net income ( loss) — — — — — ( 68.6 ) — ( 68.6 ) 0.3 ( 68.3 )

Other comprehensive income — — — — — — 6.3 6.3 — 6.3

Stock-based payments:

8 unchanged sentences

— — — — ( 3.3 ) — — ( 3.3 ) ( 1.7 ) ( 5.0 )

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

Balance as of June 30, 2021

0.4 $ 383.4 145.6 $ 1.5 $ 2,103.1 $ ( 1,183.0 ) $ ( 11.7 ) $ 909.9 $ 14.1 $ 1,307.4

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in millions) 2021 2020

Operating activities:

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss attributable to OUTFRONT Media Inc.

$ ( 68.6 ) $ ( 51.8 )

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

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

Net income attributable to non-controlling interests 0.3 0.1

18 unchanged sentences

Other, net 5.3 5.9

Net cash flow provided by (used for) operating activities

( 10.8 ) 14.9

Net cash flow provided by operating activities

Investing activities:

13 unchanged sentences

Payments of debt extinguishment charges ( 4.7 ) —

Proceeds from Series A Preferred Stock issuances — 383.9

Taxes withheld for stock-based compensation ( 8.9 ) ( 12.0 )

5 unchanged sentences

Consolidated Statements of Cash Flows (Continued)

Three Months Ended

Six Months Ended

(in millions) 2021 2020

32 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.

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 $ 6.3 million in the three months ended June 30, 2020, and $ 17.6 million in the six months ended June 30, 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.

4 unchanged sentences

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

Recent Pronouncements

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

(in millions) March 31,

2021 March 31,

As of June 30, 2021, we have $ 1.6 million of restricted cash deposited in the escrow account.

(in millions) June 30,

2021 June 30,

2020 December 31, 2020

4 unchanged sentences

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

(in millions) Estimated Useful Lives March 31,

(in millions) Estimated Useful Lives June 30,

2021 December 31,

8 unchanged sentences

Property and equipment, net $ 631.2 $ 634.2

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.

Depreciation expense was $ 20.0 million in the three months ended June 30, 2021, $ 21.2 million in the three months ended June 30, 2020, $ 40.0 million in the six months ended June 30, 2021, and $ 42.2 million in the six months ended June 30, 2020.

Intangible Assets

5 unchanged sentences

(in millions) Gross Accumulated Amortization Net

As of March 31, 2021:

As of June 30, 2021:

Permits and leasehold agreements $ 1,227.0 $ ( 799.0 ) $ 428.0

7 unchanged sentences

Total intangible assets $ 1,750.5 $ ( 1,203.0 ) $ 547.5

In the six months ended June 30, 2021, we acquired 40 digital billboards, resulting in amortizable intangible assets for permits and leasehold agreements of $ 35.0 million, which are amortized using the straight-line method over their estimated useful lives, a average period of 18.0 years.

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

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.

Amortization expense was $ 16.3 million in the three months ended June 30, 2021, $ 15.4 million in the three months ended June 30, 2020, $ 32.7 million in the six months ended June 30, 2021, and $ 30.4 million in the six months ended June 30, 2020.

As of June 30, 2021, we have operating lease assets of $1.5 billion, short-term operating lease liabilities of $ 187.7 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 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.

As of June 30, 2021, the weighted-average remaining lease term was 10.5 years and the weighted-average discount rate was 5.3 %.

For the three months ended June 30, 2021, we recorded operating lease costs of $ 99.9 million in Operating expenses and $ 2.4 million in Selling, general and administrative expenses.

For the three months ended June 30, 2021, these costs include $ 19.3 million of variable operating lease costs.

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 six months ended June 30, 2021, we recorded operating lease costs of $ 193.6 million in Operating expenses and $ 4.5 million in Selling, general and administrative expenses.

For the six months ended June 30, 2021, these costs include $ 33.2 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 each of the three and six months ended June 30, 2021 and 2020, sublease income was immaterial.

For the six months ended June 30, 2021, cash paid for operating leases was $ 190.9 million and leased assets obtained in exchange for new operating lease liabilities was $ 139.9 million.

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

We recorded rental income of $ 277.6 million for the three months ended June 30, 2021, $ 182.0 million for the three months ended June 30, 2020, $ 493.4 million for the six months ended June 30, 2021, and $ 444.3 million for the six months ended June 30, 2020, in Revenues on our Consolidated Statement of Operations.

Asset Retirement Obligation

7 unchanged sentences

Liabilities settled ( 1.8 )

As of March 31, 2021 $ 36.1

Foreign currency translation adjustments 0.2

As of June 30, 2021 $ 35.8

Related Party Transactions

1 unchanged sentence

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

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.

These investments totaled $ 9.6 million as of June 30, 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 $ 1.3 million in the three months ended June 30, 2021, $ 1.0 million in the three months ended June 30, 2020, $ 2.4 million in the six months ended June 30, 2021, and $ 2.5 million in the six months ended June 30, 2020.

OUTFRONT Media Inc.

1 unchanged sentence

Debt, net, consists of the following:

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2021 December 31,

15 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 March 31, 2021.

As of March 31, 2021, a discount of $ 2.1 million on the Term Loan remains unamortized.

The interest rate on the term loan due in 2026 (the “Term Loan”) was 1.8 % per annum as of June 30, 2021.

As of June 30, 2021, a discount of $ 2.0 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 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.

As of June 30, 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 $ 0.5 million in the three months ended June 30, 2021, $ 0.3 million in the three months ended June 30, 2020, $ 0.9 million in the six months ended June 30, 2021, and $ 0.6 million in the six months ended June 30, 2020.

As of June 30, 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.

As of June 30, 2021, we had issued letters of credit totaling approximately $ 72.2 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, 2021 and 2020.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Effective July 27, 2021, we increased our standalone letter of credit facilities by $ 3.0 million.

As of August 5, 2021, we had issued letters of credit totaling approximately $ 73.9 million under our aggregate $ 81.0 million standalone letters of credit facilities.

Accounts Receivable Securitization Facilities

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”).

As of June 30, 2021, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended.

Our 364-day uncommitted structured repurchase facility (the “Repurchase Facility”) expired on June 29, 2021, and we chose not to extend it at this time.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”).

The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”).

5 unchanged sentences

Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

In connection with the Repurchase Facility, the Originators may borrow funds collateralized by subordinated notes (the “Subordinated Notes”) issued by the SPVs in favor of their respective Originators and representing a portion of the outstanding balance of the accounts receivable assets sold by the Originators to the SPVs under the AR Facility.

The Subordinated Notes will be transferred to MUFG, as repurchase buyer, on an uncommitted basis, and subject to repurchase by the applicable Originators on termination of the Repurchase Facility.

The Originators have granted MUFG a security interest in the Subordinated Notes to secure their obligations under the agreements governing the Repurchase Facility, and the Company has agreed to guarantee the Originators’ obligations under the agreements governing the Repurchase Facility.

As of 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.

As of June 30, 2021, there were no outstanding borrowings under the AR Facility.

As of June 30, 2021, there was no borrowing capacity remaining under the AR Facility based on approximately $ 245.5 million of accounts receivable used as collateral for the AR Facility and a related voluntary temporary suspension of the AR Facility, in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three and six months ended June 30, 2021 and 2020.

Senior Unsecured Notes

6 unchanged sentences

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.

Debt Covenants

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Debt Covenants

Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Securitization Facilities, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.

As of 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 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.

As of June 30, 2021, our Consolidated Total Leverage Ratio was 9.8 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $ 150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0.

As of June 30, 2021, our Consolidated Net Secured Leverage Ratio was 1.3 to 1.0 in accordance with the Credit Agreement.

As of June 30, 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.

3 unchanged sentences

Deferred Financing Costs

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.

As of June 30, 2021, we had deferred $ 33.3 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

Interest Rate Swap Agreements

We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate debt.

The fair value of these swap positions was a net liability of approximately $ 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

The fair value of these swap positions was a net liability of approximately $ 3.0 million as of June 30, 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 June 30, 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 June 30, 2021.

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 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;

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 June 30, 2021, and $ 2.8 billion as of December 31, 2020.

The fair value of our debt as of both June 30, 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 $ 3.0 million as of June 30, 2021, and $ 5.6 million as of December 31, 2020.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The aggregate fair value of our interest rate cash flow swap agreements as of both June 30, 2021 and December 31, 2020, is classified as Level 2.

As of June 30, 2021, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

145,598,178 shares were issued and outstanding;

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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.

During the three months ended June 30, 2021, we paid cash dividends of $ 7.0 million on the Series A Preferred Stock and during the six months ended June 30, 2021, we paid cash dividends of $ 14.0 million on the Series A Preferred Stock.

As of June 30, 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.

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.

During the three and six months ended June 30, 2021, we made no distributions to holders of the Class A equity interests.

As of June 30, 2021, 1,537,579 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 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.

No shares were sold under the ATM Program during the six months ended June 30, 2021.

As of June 30, 2021, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

On August 5, 2021 , we announced that our board of directors approved a quarterly cash dividend of $ 0.10 per share on our common stock, payable on September 30, 2021 , to stockholders of record at the close of business on September 3, 2021 .

The following table summarizes revenues by source:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2021 2020 2021 2020

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Total revenues $ 341.0 $ 232.9 $ 600.2 $ 618.2

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.

Rental income was $ 277.6 million in the three months ended June 30, 2021, $ 182.0 million in the three months ended June 30, 2020, $ 493.4 million in the six months ended June 30, 2021, and $ 444.3 million in the six months ended June 30, 2020, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2021 2020 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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

and notified approximately 70 employees of their termination.

On June 15, 2020, we announced a workforce reduction in Canada and notified approximately 20 employees of their termination.

As of June 30, 2021, $ 0.7 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 and $ 0.7 million was recorded in Other , and $ 1.0 million was recorded in Corporate.

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

We completed several asset acquisitions for a total purchase price of approximately $ 42.7 million in the six months ended June 30, 2021, and $ 13.6 million in the six months ended June 30, 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.

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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

The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2021 and 2020.

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2021 2020 2021 2020

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Stock-based compensation expense, net of tax $ 7.1 $ 5.8 $ 12.8 $ 11.2

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.

As of June 30, 2021, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 45.8 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 three months ended March 31, 2021, of RSUs and PRSUs issued to our employees.

The following table summarizes activity for the six months ended June 30, 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 March 31, 2021 2,573,517 23.00

Non-vested as of June 30, 2021 2,547,806 23.10

Stock Options

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

The following table summarizes activity for the six months ended June 30, 2021, of stock options issued to our employees.

Activity Weighted Average Exercise Price

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

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 .

Outstanding as of June 30, 2021 103,413 26.39

Exercisable as of June 30, 2021 103,413 26.39

As of June 30, 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 $ 24.03 .

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

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2021 2020 2021 2020

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Amortization of net actuarial losses (a)

0.2 0.2 0.4 0.5

Net periodic pension cost $ — $ 0.2 $ — $ 0.5

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Notes to Consolidated Financial Statements

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

In the six months ended June 30, 2021, we contributed $ 0.5 million to our pension plans.

In 2021, we expect to contribute approximately $ 1.2 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 three months ended March 31, 2021 and 2020, our effective tax rate differed from the U.S.

In the three and six months ended June 30, 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

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2021 2020 2021 2020

Net income (loss) available for common stockholders

$ ( 67.7 ) $ 6.1

Net loss available for common stockholders $ ( 0.9 ) $ ( 57.9 ) $ ( 68.6 ) $ ( 51.8 )

Distributions to holders of Series A Preferred Stock

Distributions to holders of Class A equity interests of a subsidiary

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

7.0 5.5 14.0 5.5

Weighted average shares for basic EPS 144.8 143.9

Dilutive potential shares from grants of RSUs, PRSUs and stock options (a)

Weighted average shares for diluted EPS 144.8 144.7

(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.

Distributions to holders of Class A equity interests of a subsidiary

Net loss available for common stockholders, basic and diluted $ ( 7.9 ) $ ( 63.4 ) $ ( 82.6 ) $ ( 57.7 )

Weighted average shares for basic and diluted EPS 145.6 144.4 145.2 144.1

(a) The potential impact of an aggregate 1.3 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2021, 1.8 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2020, 1.3 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2021, and 1.0 million granted RSUs, PRSUs and stock options in the six months ended June 30, 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 June 30, 2021, 19.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended June 30, 2020, 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2021, and 9.9 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2020, were antidilutive.

(c) The potential impact of 0.4 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2021, 0.9 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2020, 0.6 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2021, and 1.0 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2020, was antidilutive.

(See Note 10.

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Contractual Obligations

We have agreements with municipalities and transit operators that entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Under the MTA agreement, we are obligated to deploy, over a number of years, (i) 8,565 digital advertising screens on subway and train platforms and entrances, (ii) 37,716 smaller-format digital advertising screens on rolling stock, and (iii) 7,829 MTA communications displays, with such deployment amounts being subject to modification as agreed-upon by us and the MTA.

In addition, we are obligated to pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment.

Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications displays throughout the transit system.

kiosks, and transit platforms.

Under the MTA agreement, which was amended in June 2020 and July 2021 (as amended, the “MTA Agreement”):

• Deployments .

We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, subject to modification as agreed-upon by us and the MTA.

We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”).

• Recoupment of Equipment Deployment Costs.

We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system.

As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced.

If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations.

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.

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.

If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs.

Deployment costs in an amount not to exceed $ 50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA.

For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70 % and 30 % of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement.

We did not recoup any equipment deployment costs in the six months ended June 30, 2021, and it is unlikely we will recoup equipment deployment costs in the remainder of 2021.

We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment.

Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65 %) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026.

The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero , then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5 % of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5 % from the prior year.

In July 2021, we extended the initial 10 -year term of the MTA Agreement to a 13 -term initial term.

We have the option to extend this initial 13 -year term for an additional five -year period at the end of the 13 -year initial term, subject to satisfying certain quantitative and qualitative conditions.

As of June 30, 2021, 7,821 digital displays had been installed, of which 176 installations occurred in the three months ended June 30, 2021, for a total of 441 in the six months ended June 30, 2021.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

Three months ended March 31, 2021:

Six months ended June 30, 2021:

Prepaid MTA equipment deployment costs $ 204.6 $ 25.0 $ — $ — $ 229.6

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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 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.

As of June 30, 2021, the outstanding letters of credit were approximately $ 74.3 million and outstanding surety bonds were approximately $ 167.6 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

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.

Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

Segment Information

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2021 2020 2021 2020

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Total revenues $ 341.0 $ 232.9 $ 600.2 $ 618.2

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

We present Operating income (loss) 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,

(in millions) 2021 2020 2021 2020

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

Net loss before allocation to non-controlling interests $ ( 0.7 ) $ ( 58.0 ) $ ( 68.3 ) $ ( 51.7 )

Benefit for income taxes ( 2.4 ) ( 1.5 ) ( 7.1 ) ( 3.2 )

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Operating income (loss) 29.1 ( 25.9 ) ( 1.9 ) 7.9

Restructuring charges — 4.7 — 4.7

Net gain on dispositions ( 2.9 ) ( 5.2 ) ( 3.2 ) ( 5.3 )

Depreciation and amortization (a)

36.3 36.6 72.7 72.6

Stock-based compensation 7.5 5.2 13.5 11.0

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$ 80.6 $ 31.4 $ 105.2 $ 111.4

1.6 ( 5.7 ) ( 0.4 ) ( 5.7 )

Corporate ( 12.2 ) ( 10.3 ) ( 23.7 ) ( 14.8 )

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$ 70.0 $ 15.4 $ 81.1 $ 90.9

(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.

(a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $ 6.3 million in the three months ended June 30, 2020, of which $ 6.0 million was recorded in our U.S.

Media segment and $ 0.3 million was recorded in Other , and $ 17.6 million in the six months ended June 30, 2020, of which $ 16.8 million was recorded in our U.S.

Media segment and $ 0.8 million was recorded in Othe r, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

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Notes to Consolidated Financial Statements

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2021 2020 2021 2020

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Media $ 0.1 $ ( 1.1 ) $ ( 0.2 ) $ ( 1.2 )

Other ( 3.0 ) ( 4.1 ) ( 3.0 ) ( 4.1 )

Total gain on dispositions $ ( 2.9 ) $ ( 5.2 ) $ ( 3.2 ) $ ( 5.3 )

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$ 33.2 $ 33.4 $ 66.7 $ 66.1

3.1 3.2 6.0 6.5

Total depreciation and amortization (a)

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Total capital expenditures $ 16.1 $ 13.7 $ 25.5 $ 31.9

Media segment and $ 0.3 million was recorded in Other , and $ 17.6 million in the six months ended June 30, 2020, of which $ 16.8 million was recorded in our U.S.

Media segment and $ 0.8 million was recorded in Othe r, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(in millions) March 31,

(in millions) June 30,

2021 December 31, 2020

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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