What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-08-06 compared with 2021-05-05 · 264 added, 168 removed, 471 unchanged (48% of the section changed)

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services to our customers, such as pre-campaign category research, consumer insights, print production and post-campaign tracking and analytics.

Media segment generated 12% of its revenues in the New York City metropolitan area in the three months ended March 31, 2021 and 22% in the three months ended March 31, 2020, and generated 15% in the Los Angeles metropolitan area in each of the three months ended March 31, 2021 and 2020.

In the three months ended March 31, 2021, our U.S.

Media segment generated $245.4 million of Revenues and $24.6 million of Operating income before Depreciation , Amortization , Net gain on dispositions and Stock-based compensation (“Adjusted OIBDA”).

In the three months ended March 31, 2020, our U.S.

Media segment generated 14% of its revenues in the New York City metropolitan area in the three months ended June 30, 2021, 11% in the three months ended June 30, 2020, 13% in the six months ended June 30, 2021 and 18% in the six months ended June 30, 2020, and generated 16% in the Los Angeles metropolitan area in the three months ended June 30, 2021, 15% in the three months ended June 30, 2020, 16% in the six months ended June 30, 2021, and 15% in the six months ended June 30, 2020.

In the three months ended June 30, 2021, our U.S.

Media segment generated $321.8 million of Revenues and $80.6 million of Operating income before Depreciation , Amortization , Net gain on dispositions , Stock-based compensation and Restructuring charges (“Adjusted OIBDA”).

In the three months ended June 30, 2020, our U.S.

Media segment generated $213.5 million of Revenues and $31.4 million of Adjusted OIBDA.

In the six months ended June 30, 2021, our U.S.

Media segment generated $567.2 million of Revenues and $105.2 million of Adjusted OIBDA.

In the six months ended June 30, 2020, our U.S.

Media segment generated $568.2 million of Revenues and $111.4 million of Adjusted OIBDA.

(See the “Segment Results of Operations” section of this MD&A.)

Other (includes International and through June 30, 2020, Sports Marketing).

In the three months ended March 31, 2021, Other generated $13.8 million of Revenues and an Adjusted OIBDA loss of $2.0 million.

In the three months ended March 31, 2020, Other generated $30.6 million of Revenues and Adjusted OIBDA of $0.0 million.

In the three months ended June 30, 2021, Other generated $19.2 million of Revenues and Adjusted OIBDA of $1.6 million.

In the three months ended June 30, 2020, Other generated $19.4 million of Revenues and an Adjusted OIBDA loss of $5.7 million.

In the six months ended June 30, 2021, Other generated $33.0 million of Revenues and an Adjusted OIBDA loss of $0.4 million.

In the six months ended June 30, 2020, Other generated $50.0 million of Revenues and an Adjusted OIBDA loss of $5.7 million.

COVID-19 Impact

The novel coronavirus (“COVID-19”) pandemic and the related preventative measures taken to help curb the spread, including shutdowns and slowdowns of, and restrictions on, businesses, public gatherings, social interactions and travel (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences) throughout the markets in which we do business have had, and may continue to have, a significant impact on the global economy and our business.

Though generally we remain able to continue to sell and service our displays, governmental restrictions have eased in several of our markets and several of our markets have commenced their economic recoveries, our billboard and transit businesses in many of the top DMAs, such as New York and Los Angeles, are still experiencing the significant impacts of the COVID-19 pandemic.

In 2021, the COVID-19 pandemic may continue to, among other things, (i) reduce or curtail our customers’ advertising expenditures and overall demand for our services through purchase cancellations or otherwise;

The ongoing novel coronavirus (“COVID-19”) pandemic and the related preventative measures taken to help curb the spread, including shutdowns and slowdowns of, and restrictions on, businesses, public gatherings, social interactions and travel (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences) throughout the markets in which we do business have had, and may continue to have, a significant impact on the global economy and our business.

Though generally we remain able to continue to sell and service our displays, governmental restrictions have eased in most of our markets and most of our markets have commenced their economic recoveries, our billboard and transit businesses in many of the top DMAs, such as New York and Los Angeles, are still experiencing the significant impacts of the ongoing COVID-19 pandemic.

In 2021, the ongoing COVID-19 pandemic may, among other things, (i) reduce or curtail our customers’ advertising expenditures and overall demand for our services through purchase cancellations or otherwise;

(ii) increase the volatility of our customers’ advertising expenditure patterns from period-to-period through short-notice purchases, purchase deferrals or otherwise;

and (iii) extend delays in the collection of certain earned advertising revenues from our customers, all of which could have a material adverse effect on our business, financial condition and results of operation in 2021.

and (iii) delay the collection of certain earned advertising revenues from our customers, all of which could have a material adverse effect on our business, financial condition and results of operation in 2021.

As a result of the impact of the ongoing COVID-19 pandemic on our business and results of operations, we expect our key performance indicators and total revenues to incrementally improve throughout the remainder of 2021 as compared to 2020, but be materially lower in 2021 than pre-COVID-19 pandemic levels, particularly in our U.S.

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Media segment and with respect to our transit and other business.

Additionally, we expect billboard property lease expenses, such as rental expenses, and posting, maintenance and other expenses, as a percentage of revenues, to decrease throughout the remainder of 2021 as compared to 2020, but be materially higher than pre-COVID-19 pandemic levels.

We expect transit franchise expenses, such as transit franchise payments, as a percentage of revenues, to increase throughout the remainder of 2021 as compared to 2020, and be materially higher than pre-COVID-19 pandemic levels, primarily due to our guaranteed minimum annual payment amounts owed to the MTA, which resumed on January 1, 2021.

The impacts described above with respect to 2020 were greatest in the second quarter of 2020, with incremental improvement in the third and fourth quarters of 2020.

Accordingly, results for the three months ended March 31, 2021, are not indicative of the results that may be expected for the fiscal year ending December 31, 2021.

Throughout the ongoing COVID-19 pandemic, we have prioritized the health and safety of our employees and customers by (i) shifting to a secure remote workforce for personnel other than operations personnel who service our displays and certain other personnel, (ii) implementing deep cleaning, social distancing and other protective policies and practices in accordance with federal, state and local regulations and guidance across all offices and facilities that are open or in the process of reopening, (iii) restricting non-essential business travel, and (iv) communicating frequently with our employees and customers to address any concerns.

Accordingly, results for the three and six months ended June 30, 2021, are not indicative of the results that may be expected for the fiscal year ending December 31, 2021.

Throughout the ongoing COVID-19 pandemic, we have prioritized the health and safety of our employees and customers by (i) utilizing a secure remote workforce for personnel other than operations personnel who service our displays and certain other personnel, (ii) implementing deep cleaning, social distancing and other protective policies and practices in accordance with federal, state and local regulations and guidance across all offices and facilities that are open, (iii) restricting non-essential business travel, and (iv) communicating frequently with our employees and customers to address any concerns and updates to our policies.

None of these actions have caused a significant disruption in our ability to manage the continuity of our business or our internal controls.

In addition, in order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business, we modified our business goals and undertook several actions to date, including, among other things, issuing the Series A Preferred Stock (as defined below) and certain senior unsecured notes;

In addition, in order to preserve financial flexibility, increase liquidity and reduce expenses in light of

the uncertainty in the global economy and our business, we modified our business goals and undertook several actions to date, including, among other things, issuing the Series A Preferred Stock (as defined below) and certain senior unsecured notes;

amending the Credit Agreement (as defined below) to modify the calculation of the Company’s financial maintenance covenant ratio under the Credit Agreement;

suspending our quarterly dividend payments on our common stock, subject to the minimum annual REIT distribution requirement (which may be satisfied by making distributions to our common stockholders, our

preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders);

suspending our quarterly dividend payments on our common stock for a period of time, subject to the minimum annual REIT distribution requirement (which may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders);

and reducing SG&A (as defined below) and posting, maintenance and other expenses.

We will continue in 2021 to focus on managing costs and expenses to offset any decreases in revenues in 2021 as compared to pre-COVID-19 pandemic levels.

However, we have resumed capital investments in a measured manner, including taking a highly selective approach to new acquisition activity, based on our current financial condition.

However, we have resumed capital investments in a measured manner, including taking a selective approach to new acquisition activity, based on our current financial condition.

In addition, we have engaged, and will continue to engage, in constructive conversations with our billboard ground lease landlords and transit franchise partners to mitigate any increases as a percentage of revenues in billboard property lease expenses, transit franchise expenses and posting, maintenance and other expenses.

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Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control such as the COVID-19 pandemic as described above.

We rely on third parties to manufacture and transport our digital displays.

As a result of the current market-wide supply shortages and logistics disruptions as the economy recovers from the COVID-19 pandemic, we have experienced delays and price increases in the second quarter of 2021 with respect to certain of our digital displays, which may continue throughout 2021 and could have an adverse effect on our business, financial condition and results of operation.

Business Environment

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In 2017, we commenced deployment of state-of-the-art digital transit displays in connection with several transit franchises and are planning to increase deployments over the coming years.

Once the digital transit displays have been deployed at scale, we expect that revenue generated on digital transit displays will be a multiple of the revenue generated on comparable static transit displays.

Once the digital transit displays have been deployed at scale, we expect that revenue generated on digital transit displays will be a multiple of the revenue generated on comparable static transit

Subject to the impact of the COVID-19 pandemic, we intend to incur significant equipment deployment costs and capital expenditures in the coming years to continue increasing the number of digital displays in our portfolio.

We have built or converted 38 new digital billboard displays in the U.S.

during the three months ended March 31, 2021.

Additionally, in the three months ended March 31, 2021, we entered into marketing arrangements to sell advertising on six third-party digital billboard displays in the U.S.

In the three months ended March 31, 2021, we have built, converted or replaced

271 digital transit and other displays in the U.S.

and three digital transit and other displays in Canada.

and two in Canada during the six months ended June 30, 2021.

Additionally, in the six months ended June 30, 2021, we entered into marketing arrangements to sell advertising on 24 third-party digital billboard displays in the U.S.

and one in Canada.

In the six months ended June 30, 2021, we have built, converted or replaced 418 digital transit and other displays in the U.S.

and 5 digital transit and other displays in Canada.

The following table sets forth information regarding our digital displays.

Digital Revenues (in millions)

for the Three Months Ended

March 31, 2021 (a)

for the Six Months Ended

June 30, 2021 (a)

Number of Digital Displays as of

March 31, 2021 (a)

June 30, 2021 (a)

Location Digital Billboard Digital Transit and Other Total Digital Revenues Digital Billboard Displays Digital Transit and Other Displays Total Digital Displays

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We have a diversified base of customers across various industries.

During the three months ended March 31, 2021, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 13%, 9% and 8% of our total U.S.

During the three months ended June 30, 2021, our largest categories of advertisers were professional services, retail and healthcare/pharmaceuticals, each of which represented approximately 12%, 9% and 8% of our total U.S.

Media segment revenues, respectively.

During the three months ended March 31, 2020, our largest categories of advertisers were professional services, computers/internet and retail, each of which represented approximately 10%, 9% and 9% of our total U.S.

During the three months ended June 30, 2020, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 11%, 10% and 8% of our total U.S.

Media segment revenues, respectively.

During the six months ended June 30, 2021, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 13%, 9% and 9% of our total U.S.

Media segment revenues, respectively.

During the six months ended June 30, 2020, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 10%, 9% and 9% of our total U.S.

Media segment revenues, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets.

In the three months ended March 31, 2021, we generated approximately 38% of our U.S.

In each of the three months ended June 30, 2021 and 2020, we generated approximately 40% of our U.S.

Media segment revenues from national advertising campaigns.

In the six months ended June 30, 2021, we generated approximately 39% of our U.S.

Media segment revenues from national advertising campaigns compared to approximately 42% in the same prior-year period.

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We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

Three Months Ended

(in millions, except percentages) 2021 2020 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

Revenues $ 341.0 $ 232.9 46 % $ 600.2 $ 618.2 (3) %

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Adjusted OIBDA (b)(c) margin

21 % 7 % 14 % 15 %

Funds from operations (“FFO”) (b) attributable to OUTFRONT Media Inc.

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39.6 (21.3) * 15.1 18.7 (19)

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss attributable to OUTFRONT Media Inc.

(0.9) (57.9) (98) (68.6) (51.8) 32

* Calculation is not meaningful.

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and Revenues to organic revenues.

(c) 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, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(c) 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, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

Adjusted OIBDA

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AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations.

In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our non-controlling interests, as well as the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.

In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and

amortization, a gain on disposition of non-real-estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our non-controlling interests, as well as the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.

We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs.

Our management believes users of our financial data are best served

if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy.

Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy.

Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures.

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and AFFO attributable to OUTFRONT Media Inc.

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

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

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

Restructuring charges (a)

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

Depreciation 20.0 21.2 40.0 42.2

Amortization (a)

Amortization (b)

16.3 15.4 32.7 30.4

Stock-based compensation 7.5 5.2 13.5 11.0

Adjusted OIBDA (a)

Adjusted OIBDA (b)

$ 70.0 $ 15.4 $ 81.1 $ 90.9

Adjusted OIBDA (a) margin

Net income (loss) attributable to OUTFRONT Media Inc.

Adjusted OIBDA (b) margin

21 % 7 % 14 % 15 %

Net loss attributable to OUTFRONT Media Inc.

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

Depreciation of billboard advertising structures 14.1 15.4 28.2 30.9

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Amortization of direct lease acquisition costs 13.9 6.3 25.1 17.6

Net gain on disposition of real estate assets (0.3) (0.1)

Net (gain) loss on disposition of real estate assets 0.1 (5.2) (0.2) (5.3)

Adjustment related to non-controlling interests (0.1) (0.1) (0.2) (0.2)

Income tax effect of adjustments (c)

FFO attributable to OUTFRONT Media Inc.

39.7 (27.9) 9.3 16.8

Non-cash portion of income taxes (4.1) (2.8) (9.3) (5.3)

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Maintenance capital expenditures (4.8) (6.3) (8.4) (11.1)

Restructuring charges - severance (a)

Other depreciation 5.9 5.8 11.8 11.3

Other amortization 3.7 3.2 7.7 6.2

Stock-based compensation 6.0 5.8

Gain on disposition of non-real estate assets (d)

(3.0) — (3.0) —

Stock-based compensation (a)

7.5 6.1 13.5 11.9

Non-cash effect of straight-line rent 2.2 3.6 4.2 4.9

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Amortization of deferred financing costs

1.9 1.7 3.8 3.0

Loss on extinguishment of debt — — 6.3 —

Adjustment related to non-controlling interests

— (0.1) — (0.1)

Income tax effect of adjustments (e)

0.8 (0.4) 0.8 (0.4)

AFFO attributable to OUTFRONT Media Inc.

$ 39.6 $ (21.3) $ 15.1 $ 18.7

(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, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

FFO in the three months ended March 31, 2021, was a deficit of $30.4 million compared to FFO of $44.7 million in the same prior-year period.

AFFO in the three months ended March 31, 2021, was a deficit of $24.5 million compared AFFO of $40.0 million in the same prior-year period.

The decreases were primarily due to the impact of the COVID-19 pandemic on revenues, partially offset by cost reduction measures taken in response to the COVID-19 pandemic.

(a) In the three and six months ended June 30, 2020, Restructuring charges relate to severance associated with workforce reductions made in response to the COVID-19 pandemic and includes stock-based compensation expenses of $0.9 million.

(b) 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, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(d) Gain related to the Sports Disposition.

(e) Income tax effect related to a Gain on disposition of non-real estate assets in 2021 and related to Restructuring charges - severance in 2020.

FFO was $39.7 million in the three months ended June 30, 2021, compared to a FFO deficit of $27.9 million in the same prior-year period.

AFFO was $39.6 million in the three months ended June 30, 2021, compared to an AFFO deficit of $21.3 million in the same prior-year period, as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

FFO in the six months ended June 30, 2021, decreased $7.5 million, or 45%, compared to the same prior-year period.

AFFO in the six months ended June 30, 2021, decreased $3.6 million, or 19%, compared to the same prior-year period, as we have experienced slower increases in customer advertising expenditures and overall demand for our services with respect to our transit business, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020.

Analysis of Results of Operations

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Revenues to the Consolidated Financial Statements.)

Three Months Ended

(in millions, except percentages) 2021 2020 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

Billboard $ 287.3 $ 188.5 52 % $ 510.9 $ 459.4 11 %

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Non-organic revenues:

— (1.0) * — (1.8) *

Transit and other

— 11.4 * — 25.4 *

Total non-organic revenues

— 10.4 * — 23.6 *

Total revenues $ 341.0 $ 232.9 46 $ 600.2 $ 618.2 (3)

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(a) Organic revenues exclude revenues associated with a disposition and the impact of foreign currency exchange rates (“non-organic revenues”).

Total revenues decreased by $126.1 million, or 33%, and organic revenues decreased $112.9 million, or 30%, in the three months ended March 31, 2021, compared to the same prior-year period.

In the three months ended March 31, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Total billboard revenues decreased $47.3 million, or 17%, in the three months ended March 31, 2021, compared to the same prior-year period, principally driven by a decline in average revenue per display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Organic billboard revenues decreased $48.1 million, or 18%, in the three months ended March 31, 2021, compared to the same prior-year period, principally driven by a decline in average revenue per display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Total transit and other revenues decreased $78.8 million, or 69%, in the three months ended March 31, 2021, compared to the same prior-year period, principally driven by a decline in average revenue per display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services, and the impact of the Sports Disposition.

Organic transit and other revenues decreased $64.8 million, or 65%, in the three months ended March 31, 2021, compared to the same prior-year period, is due to a decline in average revenue per display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Three Months Ended

(in millions, except percentages) 2021 2020 Change

Total revenues increased by $108.1 million, or 46%, and organic revenues increased $118.5 million, or 53%, in the three months ended June 30, 2021, compared to the same prior-year period.

Total revenues decreased by $18.0 million, or 3%, and organic revenues increased $5.6 million, or 1%, in the six months ended June 30, 2021, compared to the same prior-year period.

In the three and six months ended June 30, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Total billboard revenues increased $98.8 million, or 52%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $51.5 million, or 11%, in the six months ended June 30, 2021, compared to the same prior-year period.

The increases were principally driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Organic billboard revenues increased $97.8 million, or 52%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $49.7 million, or 11%, in the six months ended June 30, 2021, compared to the same prior-year

period, principally driven by an increase in average revenue per display (yield) as we have started to experience a recovery customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Total transit and other revenues increased $9.3 million, or 21%, in the three months ended June 30, 2021, compared to the same prior-year period, principally driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020, partially offset by the impact of the Sports Disposition.

Total transit and other revenues decreased $69.5 million, or 44%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to a decline in average revenue per display (yield), as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020, as well as the impact of the Sports Disposition.

Organic transit and other revenues increased $20.7 million, or 63%, in the three months ended June 30, 2021, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Organic transit and other revenues decreased $44.1 million, or 33%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to a decline in average revenue per display (yield), as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020.

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

Operating $ 189.6 $ 154.0 23 % $ 367.2 $ 378.8 (3) %

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88.9 68.7 29 165.4 159.5 4

Restructuring charges — 4.7 * — 4.7 *

Net gain on dispositions (2.9) (5.2) (44) (3.2) (5.3) (40)

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Amortization (a)

16.3 15.4 6 32.7 30.4 8

Total expenses $ 311.9 $ 258.8 21 $ 602.1 $ 610.3 (1)

* Calculation is not meaningful.

(a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $11.3 million in three months ended March 31, 2020, from Amortization to Selling, general and administrative expenses.

(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, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses.

Operating Expenses

Three Months Ended

(in millions, except percentages) 2021 2020 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

Operating expenses:

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Total operating expenses $ 189.6 $ 154.0 23 $ 367.2 $ 378.8 (3)

Billboard property lease expenses represented 42% of billboard revenues in the three months ended March 31, 2021, and 38% in the three months ended March 31, 2020.

Transit franchise expenses represented 131% of transit display revenues in the three months ended March 31, 2021 and 62% in the three months ended March 31, 2020.

The increase in transit franchise expense as a percentage of revenues is primarily driven by guaranteed minimum annual payments to the New York Metropolitan Transportation Authority (the “MTA”).

Billboard property lease and transit franchise expenses decreased $26.9 million in the three months ended March 31, 2021, compared to the same prior-year period, due primarily to lower billboard and transit revenues resulting from the impact of the COVID-19 pandemic and the impact of agreements with landlords and transit franchise partners to modify our existing minimum lease payments and guaranteed minimum annual payments to revenue share percentages.

Posting, maintenance and other expenses decreased $20.3 million, or 32%, in the three months ended March 31, 2021, compared to the same prior-year period, primarily due to the impact of the COVID-19 pandemic and the related restrictions in the top DMAs reducing or curtailing customer advertising expenditures and overall demand for our services, and the impact of the Sports Disposition.

Billboard property lease expenses represented 35% of billboard revenues in the three months ended June 30, 2021, 50% in the three months ended June 30, 2020, 38% in the six months ended June 30, 2021, and 43% in the six months ended June 30, 2020.

Transit franchise expenses represented 91% of transit display revenues in the three months ended June 30, 2021, 63% in the three months ended June 30, 2020, 107% in the six months ended June 30, 2021 and 62% in the six months ended June 30,

The increases in transit franchise expense as a percentage of revenues are primarily driven by guaranteed minimum annual payments to the New York Metropolitan Transportation Authority (the “MTA”).

Billboard property lease and transit franchise expenses increased $30.6 million in the three months ended June 30, 2021, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA and higher billboard and transit revenues.

Billboard property lease and transit franchise expenses increased $3.7 million in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise partners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning in the second quarter of 2020.

Posting, maintenance and other expenses increased $5.0 million, or 12%, in the three months ended June 30, 2021, compared to the same prior year period, primarily due to increased transit revenues in 2021 as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020, partially offset by the impact of the Sports Disposition.

Posting, maintenance and other expenses decreased $15.3 million, or 14%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily due to the impact of the Sports Disposition, partially offset by an increase in posting and rotation costs, as well as higher maintenance costs.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses represented 30% of Revenues in the three months ended March 31, 2021 and 24% in the same prior-year period.

SG&A expenses decreased $14.3 million, or 16%, in the three months ended March 31, 2021, compared to the same prior-year period, primarily driven by a lower provision for doubtful allowances and lower expenses resulting from the Sports Disposition.

Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $11.3 million in three months ended March 31, 2020 from Amortization to Selling, general and administrative expenses.

SG&A expenses represented 26% of Revenues in the three months ended June 30, 2021, 29% in the three months ended June 30, 2020, 28% in the six months ended June 30, 2021 and 26% in the same prior-year period.

SG&A expenses increased $20.2 million, or 29%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $5.9 million, or 4%, in the six months ended June 30, 2021, compared to the same prior-year period.

The increases were primarily driven by higher compensation-related expenses and higher professional fees, partially offset by a lower provision for doubtful allowances and the impact of the Sports Disposition.

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, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses.

Net Gain on Dispositions

Net gain on dispositions was $0.3 million for the three months ended March 31, 2021, compared to $0.1 million for the same prior-year period.

Depreciation decreased $1.0 million, or 5%, in the three months ended March 31, 2021, compared to the same prior-year period.

Amortization increased $1.4 million, or 9%, in the three months ended March 31, 2021, compared to the same prior-year period, principally driven by higher amortization of intangible assets.

Net gain on dispositions decreased $2.3 million, or 44%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $2.1 million, or 40%, for the six months ended June 30, 2021, compared to the same prior-year period.

Depreciation decreased $1.2 million, or 6%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $2.2 million, or 5%, in the six months ended June 30, 2021, compared to the same prior-year period.

Amortization increased $0.9 million, or 6%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $2.3 million, or 8%, in the six months ended June 30, 2021, compared to the same prior-year period.

The increases were principally driven by higher amortization of intangible assets.

Interest Expense, Net

Interest expense, net, was $34.6 million (including $1.9 million of deferred financing costs) in the three months ended March 31, 2021, and $29.8 million (including $1.3 million of deferred financing costs) in the same prior-year period.

Interest expense, net, was $32.1 million (including $1.9 million of deferred financing costs) in the three months ended June 30, 2021, and $33.3 million (including $1.7 million of deferred financing costs) in the same prior-year period.

The decrease in Interest expense, net , was primarily due to lower interest rates.

Interest expense, net, was $66.7 million (including $3.8 million of deferred financing costs) in the six months ended June 30, 2021, and $63.1 million (including $3.0 million of deferred financing costs) in the same prior-year period.

The increase in Interest expense, net, was primarily due to a higher outstanding average debt balance, partially offset by lower interest rates.

Loss on Extinguishment of Debt

In the first quarter of 2021, we recorded a loss on extinguishment of debt of $6.3 million relating to the redemption of our 5.625% Senior Unsecured Notes due 2024.

In the six months ended June 30, 2021, we recorded a loss on extinguishment of debt of $6.3 million relating to the redemption of our 5.625% Senior Unsecured Notes due 2024.

Benefit for Income Taxes

Benefit for income taxes increased $3.0 million, or 176%, in the three months ended March 31, 2021, compared to the same prior-year period, due primarily to a higher taxable REIT subsidiary loss in the three months ended March 31, 2021 compared to the same prior-year period.

Net Income (Loss)

Net loss before allocation to non-controlling interests was $67.6 million in the three months ended March 31, 2021, compared Net income before allocation to non-controlling interests of $6.3 million in the same prior-year period, due primarily to the impact of the COVID-19 pandemic, partially offset by the impact of cost reduction measures taken in response, and higher interest expense.

Benefit for income taxes increased $0.9 million, or 60%, in the three months ended June 30, 2021, and increased $3.9 million, or 122%, in the six months ended June 30, 2021, compared to the same prior-year periods, due primarily to a higher taxable REIT subsidiary loss in the three and six months ended June 30, 2021, compared to the same prior-year periods.

Net loss before allocation to non-controlling interests decreased $57.3 million, or 99%, in the three months ended June 30, 2021, compared to the same prior-year period, as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020 and lower interest expense.

Net loss before allocation to non-controlling interests increased $16.6 million, or 32%, in the six months ended June 30, 2021, compared to the same prior-year period, as we have experienced slower increases in customer advertising expenditures and overall demand for our services with respect to our transit business, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020, and higher interest expense.

Segment Results of Operations

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Media and Other .

The following table presents our Revenues , Adjusted OIBDA and Operating income (loss) by segment in the three months ended March 31, 2021 and 2020.

The following table presents our Revenues , Adjusted OIBDA and Operating income (loss) by segment in the three and six months ended June 30, 2021 and 2020.

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

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2021 2020 2021 2020

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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)

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Amortization (a)

16.3 15.4 32.7 30.4

Stock-based compensation (b)

7.5 5.2 13.5 11.0

Total Adjusted OIBDA (a)

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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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Total operating income (loss) $ 29.1 $ (25.9) $ (1.9) $ 7.9

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.

(b) Stock-based compensation is classified as Corporate expense.

Three Months Ended

(in millions, except percentages) 2021 2020 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

Billboard $ 271.8 $ 181.4 50 % $ 484.3 $ 437.9 11 %

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Adjusted OIBDA (a) margin

25 % 15 % 19 % 20 %

Operating income (loss) $ 47.3 $ (3.9) * $ 38.7 $ 43.5 (11)

Net gain on dispositions (0.3) (0.1) 200

Restructuring charges — 3.0 * — 3.0 *

Net (gain) loss on dispositions 0.1 (1.1) * (0.2) (1.2) (83)

Depreciation and amortization (a)

33.2 33.4 (1) 66.7 66.1 1

Adjusted OIBDA (a)

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* Calculation is not meaningful.

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

(a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $6.0 million in the three months ended June 30, 2020, and $16.8 million in the six months ended June 30, 2020, in our U.S.

Media segment from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

Media segment revenues decreased $109.3 million, or 31%, in the three months ended March 31, 2021, compared to the same prior-year period, due primarily to a decline in average revenue per display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

In the three months ended March 31, 2021, we generated approximately 38% of our U.S.

Media segment revenues increased $108.3 million, or 51%, in the three months ended June 30, 2021, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Media segment revenues decreased $1.0 million in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to a decline in transit revenue driven by a decline in average revenue per display (yield) we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020, partially offset by an increase in billboard average revenue per display (yield) as discussed above.

In each of the three months ended June 30, 2021 and 2020, we generated approximately 40% of our U.S.

Media segment revenues from national advertising.

In the six months ended June 30, 2021, we generated approximately 39% of our U.S.

Media segment revenues from national advertising campaigns and 42% in the same prior-year period.

Revenues from U.S.

Media segment billboards decreased $44.0 million, or 17%, in the three months ended March 31, 2021, compared to the same prior-year period, reflecting a decline in average revenue per display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Media segment billboards increased $90.4 million, or 50%, in the three months ended June 30, 2021, compared to the same prior-year period and $46.4 million, or 11%, in the six months ended June 30, 2021, compared to the same prior-year period.

The increases were driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Transit and other revenues in the U.S.

Media segment decreased $65.3 million, or 66%, in the three months ended March 31, 2021, compared to the same prior-year period, driven by a decline in average revenue per display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Media segment operating expenses decreased $36.6 million, or 18%, in the three months ended March 31, 2021, compared to the same prior-year period, primarily driven by lower billboard and transit revenues resulting from the impact of the COVID-19 pandemic and the impact of agreements with landlords and transit franchise partners to modify our existing minimum lease payments and guaranteed minimum annual payments to revenue share percentages.

Media segment SG&A expenses decreased $17.3 million, or 24%, in the three months ended March 31, 2021, compared to the same prior-year period, primarily driven by a lower provision for doubtful allowances and lower compensation-related costs.

Media segment Adjusted OIBDA decreased $55.4 million, or 69%, in the three months ended March 31, 2021, compared to the same prior-year period.

Adjusted OIBDA margin was 10% in the three months ended March 31, 2021, and 23% in the same prior-year period.

Three Months Ended

(in millions, except percentages) 2021 2020 Change

Media segment increased $17.9 million, or 56%, in the three months ended June 30, 2021, compared to the same prior-year period, driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Transit and other revenues in the U.S.

Media segment decreased $47.4 million, or 36%, in the six months ended June 30, 2021, compared to the same prior-year period, driven by a decline in average revenue per display (yield) as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020.

Media segment operating expenses increased $41.8 million, or 31%, in the three months ended June 30, 2021, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA and higher billboard and transit revenues.

Media segment SG&A expenses increased $17.3 million, or 37%, in the three months ended June 30,

2021, compared to the same prior-year period, primarily driven by higher compensation-related costs, partially offset by a lower provision for doubtful allowances.

Media segment operating expenses increased $5.2 million, or 2%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise partners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning in the second quarter of 2020.

Media segment SG&A expenses in the six months ended June 30, 2021, were comparable to the same prior-year period, primarily driven by higher compensation-related costs, partially offset by a lower provision for doubtful allowances.

Media segment Adjusted OIBDA increased $49.2 million, or 157%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $6.2 million, or 6%, in the six months ended June 30, 2021, compared to the same prior-year period.

Adjusted OIBDA margin was 25.0% in the three months ended June 30, 2021, 15% in the three months ended June 30, 2020, 19% in the six months ended June 30, 2021, and 20% in the same prior-year period.

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

$ 15.5 $ 7.1 118 % $ 26.6 $ 21.5 24 %

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Transit and other

3.7 0.9 * 6.4 3.1 106

Total organic revenues (a)

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Non-organic revenues:

— (1.0) * — (1.8) *

Transit and other

— 11.4 * — 25.4 *

Total non-organic revenues

— 10.4 * — 23.6 *

Total revenues 19.2 19.4 (1) 33.0 50.0 (34)

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Adjusted OIBDA (b) margin

Operating loss

8 % (29) % (1) % (11) %

Operating income (loss) $ 1.5 $ (5.5) * $ (3.4) $ (8.8) (61)

Restructuring charges

— 0.7 * — 0.7 *

Net gain on dispositions (3.0) (4.1) * (3.0) (4.1) *

Depreciation and amortization (b)

3.1 3.2 (3) 6.0 6.5 (8)

Adjusted OIBDA (b)

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(a) Organic revenues exclude revenues associated with a disposition and the impact of foreign currency exchange rates (“non-organic revenues”).

(b) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $0.5 million in the three months ended March 31, 2020, in Other from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(b) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $0.3 million in the three months ended June 30, 2020, and $0.8 million in the six months ended June 30, 2020, in Other from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

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

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

Total Other revenues decreased $16.8 million, or 55%, in the three months ended March 31, 2021, compared to the same prior-year period, reflecting the Sports Disposition and a decline in average revenue per display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

In the three months ended March 31, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Organic Other revenues decreased $3.6 million, or 21%, in the three months ended March 31, 2021, compared to the same prior-year period, reflecting a decline in average revenue per display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Other operating expenses decreased $10.6 million, or 48%, in the three months ended March 31, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition and lower billboard and transit revenues.

Other SG&A expenses decreased $4.2 million, or 49%, in the three months ended March 31, 2021, compared to the prior-year period, primarily driven by the impact of the Sports Disposition.

Other incurred an Adjusted OIBDA loss of $2.0 million in the three months ended March 31, 2021, compared to Adjusted OIBDA of $0.0 million in the same prior-year period.

The decrease was due primarily to a decline in average revenue per

display (yield) as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services, and the impact of the Sports Disposition.

Total Other revenues decreased $0.2 million, or 1%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $17.0 million, or 34%, in the six months ended June 30, 2021, compared to the same prior-year period.

The decreases reflect the Sports Disposition, partially offset by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

In the three and six months ended June 30, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Organic Other revenues increased $10.2 million, or 113%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $6.6 million, or 25%, in the six months ended June 30, 2021, compared to the same prior-year period.

Other operating expenses decreased $6.2 million, or 33%, in the three months ended June 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition, partially offset by higher expenses in Canada.

Other operating expenses decreased $16.8 million, or 41%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition.

Other SG&A expenses decreased $1.3 million, or 21%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $5.5 million, or 38%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition, partially offset by higher expenses in Canada.

Other Adjusted OIBDA was $1.6 million in the three months ended June 30, 2021, compared to an Adjusted OIBDA loss of $5.7 million in the same prior-year period due primarily to an increase in average revenue per display (yield) compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Other Adjusted OIBDA losses decreased $5.3 million, or 93%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to an decrease in average revenue per display (yield) compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Corporate expenses primarily include expenses associated with employees who provide centralized services.

Corporate expenses, excluding stock-based compensation, were $11.5 million in the three months ended March 31, 2021, compared to $4.5 million in the same prior-year period.

The increase was primarily due to the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain employees and higher compensation-related expenses.

Corporate expenses, excluding stock-based compensation, were $12.2 million, in the three months ended June 30, 2021, compared to $10.3 million in the same prior-year period, primarily due to higher compensation-related expenses, partially offset by the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain employees.

Corporate expenses, excluding stock-based compensation, were $23.7 million in the six months ended June 30, 2021, compared to $14.8 million in the same prior-year period, primarily due to higher compensation-related expenses and the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain employees.

Liquidity and Capital Resources

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2021 December 31, 2020 % Change

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Our short-term cash requirements primarily include payments for operating leases, guaranteed minimum annual payments, interest, capital expenditures, equipment deployment costs and dividends.

Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility (as defined below), the AR Securitization Facilities (as defined below) or other credit facilities that we may establish, to the extent available.

Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility (as defined below), the AR Facility (as defined below) or other credit facilities that we may establish, to the extent available.

In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology.

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Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility or other credit facilities that we may establish, to the extent available.

Although we have taken several actions to date to preserve our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the impact of the ongoing COVID-19 pandemic if cash on hand and operating cash flows decrease in 2021, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

(See the “Overview—COVID-19 Impact” section of this MD&A.)

The decrease in working capital as of March 31, 2021, compared to as of December 31, 2020, is primarily driven by lower cash and receivables, partially offset by lower short-term debt, accounts payable and accrued expenses.

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

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

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

As presented in the table below, recoupable MTA equipment deployment costs are being 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 operation.

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 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.

While we are engaging in these conversations with the MTA, we have temporarily suspended deployment beginning in the first quarter of 2021.

Accordingly, for the full year of 2021, we expect our MTA equipment deployment costs to be approximately $100.0 million.

The decrease in working capital as of June 30, 2021, compared to as of December 31, 2020, is primarily driven by lower cash and other current assets, partially offset by lower short-term debt and accounts payable.

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”).

After temporarily suspending deployment beginning in the first quarter of 2021, we have resumed deployment.

• 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 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.

For the full year of 2021, we expect our MTA equipment deployment costs to be approximately $100.0 million.

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.

We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years.

However, given the uncertainty in the market around the severity and duration of the COVID-19 pandemic, we cannot reasonably estimate the aggregate financing amount, if any, at this time.

As of March 31, 2021, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

As of June 30, 2021, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

We expect transit franchise expenses, as a percentage of revenues, to increase in 2021 as compared to 2020, and be materially higher than pre-COVID-19 pandemic levels.

(See the “Overview—COVID-19 Impact” section of this MD&A.) As indicated in the table below, we incurred $17.4 million related to MTA equipment deployment costs in the three months ended March 31, 2021 (which includes equipment deployment costs related to future deployments), for a total of $368.5 million to date, of which $33.9 million had been recouped from incremental revenues to date and as of March 31, 2021, $53.5 million is to be funded by the MTA.

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.

(See the “Overview—COVID-19 Impact” section of this MD&A.) As indicated in the table below, we incurred $39.1 million related to MTA equipment deployment costs in the six months ended June 30, 2021 (which includes equipment deployment costs related to future deployments), for a total of $390.2 million to date, of which $33.9 million had been recouped from incremental revenues to date and as of June 30, 2021, $50.5 million is to be funded by the MTA.

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 installations in the six months ended June 30, 2021.

(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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Total $ 209.8 $ 103.5 $ (16.4) $ (5.9) $ 291.0

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.

Debt, net, consists of the following:

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2021 December 31,

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Total $ 3,458.3 $ 114.8 $ 226.6 $ 613.6 $ 2,503.3

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.

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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.

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”).

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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

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

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

As of 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.

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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.

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.

At-the-Market Equity Offering Program

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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.

Series A Preferred Stock Issuance

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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.

The following table presents our cash flows in the three months ended March 31, 2021 and 2020.

Three Months Ended

The following table presents our cash flows in the six months ended June 30, 2021 and 2020.

Six Months Ended

(in millions, except percentages) 2021 2020 Change

Cash provided by (used for) operating activities $ (10.8) $ 14.9 *

Cash provided by operating activities $ 13.6 $ 50.7 (73) %

Cash used for investing activities (77.0) (49.3) 56

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* Calculation is not meaningful.

Cash used for operating activities was $10.8 million in the three months ended March 31, 2021, compared to Cash provided by operating activities of $14.9 million in the same prior-year period, driven by the impact of the COVID-19 pandemic, partially offset by the impact of cost reduction measures taken in response to the COVID-19 pandemic.

In the three months ended March 31, 2021, we received net cash of $3.5 million related to MTA equipment deployment and installed 265 digital displays.

In the three months ended March 31, 2020, we paid $18.2 million related to MTA equipment deployment costs.

Cash used for investing activities increased $1.6 million, or 6%, in the three months ended March 31, 2021, compared to the same prior-year period, due primarily to higher cash paid for acquisitions and MTA franchise rights, partially offset by lower cash paid for capital expenditures.

The following table presents our capital expenditures in the three months ended March 31, 2021 and 2020.

Three Months Ended

Cash provided by operating activities decreased $37.1 million, or 73%, in the six months ended June 30, 2021, compared to the same prior-year period, as we have experienced slower increases in customer advertising expenditures and overall demand for our services with respect to our transit business, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020.

In the six months ended June 30, 2021, we paid net cash of $7.0 million related to MTA equipment deployment and installed 441 digital displays.

In the six months ended June 30, 2020, we paid $28.3 million related to MTA equipment deployment costs.

Cash used for investing activities increased $27.7 million, or 56%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to higher cash paid for acquisitions and MTA franchise rights, partially offset by lower cash paid for capital expenditures.

The following table presents our capital expenditures in the six months ended June 30, 2021 and 2020.

Six Months Ended

(in millions, except percentages) 2021 2020 Change

Growth $ 17.1 $ 20.8 (18) %

8.4 11.1 (24)

Total capital expenditures $ 25.5 $ 31.9 (20)

Capital expenditures decreased $8.8 million, or 48%, in the three months ended March 31, 2021, compared to the same prior-year period, primarily due to lower spending on digital billboard and transit display projects, office remodel projects, vehicles and safety, partially offset by higher spending on our technology platform.

Capital expenditures decreased $6.4 million, or 20%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily due to lower spending on vehicles, office remodel projects, installation of the most current LED lighting technology, and lower spending due the Sports Disposition.

For the full year of 2021, we expect our capital expenditures to be approximately $85.0 million, which will be used primarily for growth in digital displays, maintenance and safety-related projects, software and technology, and to renovate certain office facilities.

This estimate does not include equipment deployment costs that will be incurred in connection with the MTA agreement (as described above), which will be recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, as applicable.

Cash used by financing activities was $111.6 million in the three months ended March 31, 2021, compared to Cash provided by financing activities of $442.2 million in the same prior-year period.

In the three months ended March 31, 2021, we made a repayment of $80.0 million under the Repurchase Facility and paid total cash dividends of $7.3 million on the Series A Preferred Stock and vested restricted share units granted to employees.

In the three months ended March 31, 2020, we drew net borrowings of $495.0 million on our Revolving Credit Facility to enhance our liquidity position in response to the impact of the COVID-19 pandemic, drew net borrowings of $15.0 million on the AR Securitization Facilities and paid cash dividends of $55.6 million on our common stock.

Cash paid for income taxes was $0.5 million for in the three months ended March 31, 2021 and $0.8 million in the three months ended March 31, 2020.

Cash used by financing activities was $118.9 million in the six months ended June 30, 2021, compared to Cash provided by financing activities of $588.3 million in the same prior-year period.

In the six months ended June 30, 2021, we made a repayment of $80.0 million under the Repurchase Facility and paid total cash dividends of $14.3 million on the Series A Preferred Stock and vested restricted share units granted to employees.

In the six months ended June 30, 2020, we received net proceeds of $400.0 million related to the issuance of Senior Unsecured Notes due 2025 in a private placement and received net proceeds of $383.9 million related to the issuance of the Series A Preferred Stock to enhance our liquidity position in response to the impact of the COVID-19 pandemic, made net total repayments of $115.0 million on the AR Facility and the Repurchase Facility and paid total cash dividends on the Series A Preferred Stock and on our common stock of $61.1 million.

Cash paid for income taxes was $1.4 million for in the six months ended June 30, 2021 and $2.1 million in the six months ended June 30, 2020.

Off-Balance Sheet Arrangements

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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 2. Management’s Discussion and Analysis