What changed in this filing

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Item 1. Financial Statements

2022-05-03 compared with 2021-11-05 · 169 added, 295 removed, 415 unchanged (53% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) September 30,

(in millions) March 31,

2022 December 31,

1 unchanged sentence

Cash and cash equivalents $ 355.7 $ 424.8

Restricted cash — 1.6

Receivables, less allowance ($ 20.3 in 2022 and $ 18.5 in 2021)

17 unchanged sentences

Deferred revenues 43.0 30.9

Short-term debt (Note 9) — 80.0

Short-term operating lease liabilities (Note 6) 194.3 187.5

23 unchanged sentences

Consolidated Statements of Operations

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except per share amounts) 2022 2021

4 unchanged sentences

Selling, general and administrative 98.4 76.5

Restructuring charges — 0.6 — 5.3

Net gain on dispositions ( 0.3 ) ( 0.3 )

2 unchanged sentences

Total expenses 345.0 290.2

Operating income 65.0 25.1 63.1 33.0

Operating income (loss) 28.5 ( 31.0 )

Interest expense, net ( 30.7 ) ( 34.6 )

Loss on extinguishment of debt — ( 6.3 )

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

Income (loss) before (provision) benefit for income taxes and equity in earnings of investee companies 33.2 ( 9.2 ) ( 41.7 ) ( 64.2 )

(Provision) benefit for income taxes ( 1.1 ) ( 3.5 ) 6.0 ( 0.3 )

Other loss, net ( 0.1 ) —

Loss before benefit for income taxes and equity in earnings of investee companies ( 2.3 ) ( 71.9 )

Benefit for income taxes 2.1 4.7

Equity in earnings of investee companies, net of tax 0.3 ( 0.4 )

1 unchanged sentence

Net income attributable to non-controlling interests 0.2 0.1

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss attributable to OUTFRONT Media Inc.

$ ( 0.1 ) $ ( 67.7 )

Net income (loss) per common share:

Net loss per common share:

Basic $ ( 0.04 ) $ ( 0.52 )

6 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2022 2021

1 unchanged sentence

Net income attributable to non-controlling interests 0.2 0.1

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss attributable to OUTFRONT Media Inc.

( 0.1 ) ( 67.7 )

Other comprehensive income (loss), net of tax:

Other comprehensive income, net of tax:

Cumulative translation adjustments 2.7 1.3

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

Change in fair value of interest rate swap agreements 0.3 1.2

Total other comprehensive income (loss), net of tax ( 2.0 ) 3.8 4.3 ( 5.4 )

Total other comprehensive income, net of tax 3.0 2.5

Total comprehensive income (loss) $ 2.9 $ ( 65.2 )

6 unchanged sentences

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

Balance as of June 30, 2020

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

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

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

Stock-based payments:

Amortization — — — — 5.4 — — 5.4 — 5.4

Shares paid for tax withholding for stock-based payments — — — — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 7.0 ) — ( 7.0 ) — ( 7.0 )

Balance as of September 30, 2020

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

Balance as of June 30, 2021

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

Net income — — — — — 33.1 — 33.1 0.1 33.2

Other comprehensive loss — — — — — — ( 2.0 ) ( 2.0 ) — ( 2.0 )

Stock-based payments:

Amortization — — — — 7.2 — — 7.2 — 7.2

Class A equity interest redemptions — — — — 0.3 — — 0.3 ( 0.3 ) —

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 7.0 ) — ( 7.0 ) — ( 7.0 )

Dividends ($ 0.10 per share)

— — — — — ( 14.6 ) — ( 14.6 ) — ( 14.6 )

Other — — — — — — — — ( 0.2 ) ( 0.2 )

Balance as of September 30, 2021

0.4 $ 383.4 145.6 $ 1.5 $ 2,110.6 $ ( 1,171.5 ) $ ( 13.7 ) $ 926.9 $ 13.7 $ 1,324.0

OUTFRONT Media Inc.

Consolidated Statements of Equity (Continued)

Stockholders’ Equity

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

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

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

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

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

Other comprehensive loss — — — — — — ( 5.4 ) ( 5.4 ) — ( 5.4 )

Other comprehensive income — — — — — — 2.5 2.5 — 2.5

Stock-based payments:

2 unchanged sentences

Shares paid for tax withholding for stock-based payments — — ( 0.5 ) — ( 8.7 ) — — ( 8.7 ) — ( 8.7 )

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

Class A equity interest redemptions — — 0.5 — 10.7 — — 10.7 ( 10.7 ) —

1 unchanged sentence

— — — — — ( 7.0 ) — ( 7.0 ) — ( 7.0 )

Dividends ($ 0.38 per share)

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

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

Balance as of

September 30, 2020 0.4 $ 383.4 144.4 $ 1.4 $ 2,084.0 $ ( 1,097.7 ) $ ( 23.1 ) $ 964.6 $ 27.4 $ 1,375.4

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

Balance as of December 31, 2021 0.4 $ 383.4 145.6 $ 1.5 $ 2,119.0 $ ( 1,122.0 ) $ ( 4.4 ) $ 994.1 $ 13.0 $ 1,390.5

5 unchanged sentences

Shares paid for tax withholding for stock-based payments — — ( 0.4 ) — ( 10.9 ) — — ( 10.9 ) — ( 10.9 )

Series A Preferred Stock conversions ( 0.3 ) ( 266.8 ) 17.4 0.1 266.7 — — 266.8 — —

Class A equity interest redemptions — — 0.4 — 8.6 — — 8.6 ( 8.6 ) —

4 unchanged sentences

Other — — — — — — — — ( 0.2 ) ( 0.2 )

Balance as of September 30, 2021

0.4 $ 383.4 145.6 $ 1.5 $ 2,110.6 $ ( 1,171.5 ) $ ( 13.7 ) $ 926.9 $ 13.7 $ 1,324.0

Balance as of March 31, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,391.3 $ ( 1,176.8 ) $ ( 1.4 ) $ 1,214.7 $ 4.4 $ 1,338.9

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2022 2021

2 unchanged sentences

$ ( 0.1 ) $ ( 67.7 )

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

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

Net income attributable to non-controlling interests 0.2 0.1

2 unchanged sentences

Stock-based compensation 7.9 6.0

Provision for doubtful accounts ( 5.3 ) 17.4

Provision (recovery) for doubtful accounts 1.7 ( 2.8 )

Accretion expense 0.7 0.7

5 unchanged sentences

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

(Increase) decrease in receivables ( 28.5 ) 80.5

Decrease in receivables 44.1 47.2

Increase in prepaid MTA equipment deployment costs ( 15.4 ) ( 3.6 )

(Increase) decrease in prepaid expenses and other current assets 9.6 ( 25.0 )

Increase (decrease) in accounts payable and accrued expenses 0.8 ( 42.4 )

Decrease in prepaid expenses and other current assets 3.4 1.2

Decrease in accounts payable and accrued expenses ( 64.2 ) ( 46.1 )

Increase in operating lease assets and liabilities 1.7 0.4

Increase in deferred revenues 12.1 12.8

Increase (decrease) in income taxes ( 0.9 ) 1.0

Decrease in income taxes ( 3.0 ) ( 0.1 )

Other, net ( 2.7 ) 1.3

Net cash flow provided by operating activities

Net cash flow provided by (used for) operating activities

20.5 ( 10.8 )

Investing activities:

3 unchanged sentences

Net proceeds from dispositions 0.8 1.1

Return of investment in investee companies — 0.9

Net cash flow used for investing activities

3 unchanged sentences

Repayments of long-term debt borrowings — ( 500.0 )

Proceeds from borrowings under short-term debt facilities — 15.0

Repayments of borrowings under short-term debt facilities — ( 80.0 )

1 unchanged sentence

Payments of debt extinguishment charges — ( 4.7 )

Proceeds from Series A Preferred Stock issuances — 383.8

Taxes withheld for stock-based compensation ( 10.9 ) ( 8.8 )

1 unchanged sentence

Other — ( 3.7 )

Net cash flow provided by (used for) financing activities

Net cash flow used for financing activities

( 62.4 ) ( 111.6 )

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows (Continued)

Nine Months Ended

September 30,

(in millions) 2021 2020

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

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

Net decrease in cash, cash equivalents and restricted cash

( 69.1 ) ( 150.4 )

2 unchanged sentences

$ 355.7 $ 561.6

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows (Continued)

Three Months Ended

(in millions) 2022 2021

Supplemental disclosure of cash flow information:

18 unchanged sentences

Media reportable segment, and International.

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

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

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

Basis of Presentation and Use of Estimates

1 unchanged sentence

In the opinion of our management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented.

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

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

The impact of the reclassification is a decrease in Amortization of $ 9.1 million in the three months ended September 30, 2020, and $ 26.7 million in the nine months ended September 30, 2020, and a corresponding increase in Selling, general and administrative expenses (“SG&A”) on the Consolidated Statement of Operations.

These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 24, 2022.

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

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the novel coronavirus (“COVID-19”) pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the ongoing novel coronavirus (“COVID-19”) pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ materially from these estimates under different assumptions or conditions, including the severity and duration of the COVID-19 pandemic.

2 unchanged sentences

New Accounting Standards

Adoption of New Accounting Standards

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Recent Pronouncements

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

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

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

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

In October 2021, the FASB issued guidance on the recognition and measurement of contract assets and contract liabilities acquired in a business combination.

At the acquisition date, the acquirer should account for the related revenue contracts as if it had originated the contracts.

The guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination.

This guidance is effective for public entities as of December 15, 2022.

We are currently evaluating the impact of this guidance on our consolidated financial statements.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Restricted Cash

In August 2021, the escrow agreement in connection with one of our transit franchise contracts, which required us to deposit funds into an escrow account to fund capital expenditures over the term of the transit franchise contract, was terminated.

As of September 30, 2021, we have no restricted cash.

(in millions) September 30,

2021 September 30,

As of March 31, 2022, we have no restricted cash.

(in millions) March 31,

2022 March 31,

2021 December 31, 2021

4 unchanged sentences

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

(in millions) Estimated Useful Lives September 30,

(in millions) Estimated Useful Lives March 31,

2022 December 31,

8 unchanged sentences

Property and equipment, net $ 652.1 $ 647.9

Depreciation expense was $ 19.6 million in the three months ended September 30, 2021, $ 21.0 million in the three months ended September 30, 2020, $ 59.6 million in the nine months ended September 30, 2021, and $ 63.2 million in the nine months ended September 30, 2020.

Depreciation expense was $ 19.3 million in the three months ended March 31, 2022, and $ 20.0 million in the three months ended March 31, 2021.

Intangible Assets

1 unchanged sentence

Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Our identifiable intangible assets consist of the following:

(in millions) Gross Accumulated Amortization Net

As of September 30, 2021:

As of March 31, 2022:

Permits and leasehold agreements $ 1,311.8 $ ( 828.3 ) $ 483.5

5 unchanged sentences

Franchise agreements 528.2 ( 402.7 ) 125.5

Other intangible assets (a)

24.1 ( 20.5 ) 3.6

Other intangible assets 4.9 ( 2.6 ) 2.3

Total intangible assets $ 1,836.7 $ ( 1,221.8 ) $ 614.9

(a) Certain intangible assets were fully amortized and no longer being utilized prior to 2020.

As a result, we have revised previously reported gross other intangible assets and the related accumulated amortization as of December 31, 2020.

The revision, which has no impact on the Consolidated Statement of Financial Position, decreased previously reported gross other intangible assets and accumulated amortization by $ 21.7 million.

In the nine months ended September 30, 2021, we acquired 62 digital billboards, resulting in amortizable intangible assets for permits and leasehold agreements of $ 40.0 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 17.7 years.

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

Amortization expense was $ 16.7 million in the three months ended September 30, 2021, $ 15.3 million in the three months ended September 30, 2020, $ 49.4 million in the nine months ended September 30, 2021, and $ 45.7 million in the nine months ended September 30, 2020.

As of September 30, 2021, we have operating lease assets of $1.4 billion, short-term operating lease liabilities of $ 188.5 million and non-current operating lease liabilities of $1.3 billion.

As of December 31, 2020, we had operating lease assets of $1.4 billion, short-term operating lease liabilities of $ 176.5 million and non-current operating lease liabilities of $1.3 billion.

As of September 30, 2021, the weighted-average remaining lease term was 10.6 years and the weighted-average discount rate was 5.3 %.

For the three months ended September 30, 2021, we recorded operating lease costs of $ 100.9 million in Operating expenses and $ 2.4 million in Selling, general and administrative expenses.

For the three months ended September 30, 2021, these costs include $ 20.5 million of variable operating lease costs.

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

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

For the nine months ended September 30, 2021, we recorded operating lease costs of $ 294.5 million in Operating expenses and $ 6.9 million in Selling, general and administrative expenses.

For the nine months ended September 30, 2021, these costs include $ 53.7 million of variable operating lease costs.

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

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

For each of the three and nine months ended September 30, 2021 and 2020, sublease income was immaterial.

For the nine months ended September 30, 2021, cash paid for operating leases was $ 285.6 million and leased assets obtained in exchange for new operating lease liabilities was $ 189.8 million.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

We recorded rental income of $ 305.2 million for the three months ended September 30, 2021, $ 231.7 million for the three months ended September 30, 2020, $ 798.6 million for the nine months ended September 30, 2021, and $ 676.0 million for the nine months ended September 30, 2020, in Revenues on our Consolidated Statement of Operations.

In the three months ended March 31, 2022, we acquired 15 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 6.1 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 13.4 years.

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

Amortization expense was $ 14.8 million in the three months ended March 31, 2022, and $ 16.4 million in the three months ended March 31, 2021.

As of March 31, 2022, we have operating lease assets of $1.5 billion, short-term operating lease liabilities of $ 194.3 million and non-current operating lease liabilities of $1.3 billion.

As of December 31, 2021, we had operating lease assets of $1.5 billion, short-term operating lease liabilities of $ 187.5 million and non-current operating lease liabilities of $1.3 billion.

As of March 31, 2022, the weighted-average remaining lease term was 10.7 years and the weighted-average discount rate was 5.2 %.

As of December 31, 2021, the weighted-average remaining lease term was 10.5 years and the weighted-average discount rate was 5.2 %.

For the three months ended March 31, 2022, we recorded operating lease costs of $ 106.7 million in Operating expenses and $ 2.7 million in Selling, general and administrative expenses.

For the three months ended March 31, 2022, these costs include $ 25.0 million of variable operating lease costs.

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

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

For each of the three months ended March 31, 2022 and 2021, sublease income was immaterial.

For the three months ended March 31, 2022, cash paid for operating leases was $ 118.4 million and leased assets obtained in exchange for new operating lease liabilities was $ 81.9 million.

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

We recorded rental income of $ 288.3 million for the three months ended March 31, 2022, and $ 215.8 million for the three months ended March 31, 2021, in Revenues on our Consolidated Statement of Operations.

Asset Retirement Obligation

7 unchanged sentences

Liabilities settled ( 0.4 )

As of September 30, 2021 $ 35.8

Foreign currency translation adjustments 0.1

As of March 31, 2022 $ 36.9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Related Party Transactions

1 unchanged sentence

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

These investments totaled $ 10.5 million as of September 30, 2021, and $ 10.5 million as of December 31, 2020, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 2.0 million in the three months ended September 30, 2021, $ 1.0 million in the three months ended September 30, 2020, $ 4.4 million in the nine months ended September 30, 2021, and $ 3.5 million in the nine months ended September 30, 2020.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

These investments totaled $ 11.3 million as of March 31, 2022, and $ 11.2 million as of December 31, 2021, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 1.7 million in the three months ended March 31, 2022, and $ 1.1 million in the three months ended March 31, 2021.

Debt, net, consists of the following:

(in millions, except percentages) September 30,

(in millions, except percentages) March 31,

2022 December 31,

Short-term debt:

Repurchase Facility $ — $ 80.0

Total short-term debt — 80.0

Long-term debt:

5 unchanged sentences

4.625 % senior unsecured notes, due 2030

Total senior unsecured notes 2,050.0 2,050.0

3 unchanged sentences

Weighted average cost of debt 4.3 % 4.3 %

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

As of September 30, 2021, a discount of $ 1.9 million on the Term Loan remains unamortized.

The interest rate on the term loan due in 2026 (the “Term Loan”) was 2.2 % per annum as of March 31, 2022.

As of March 31, 2022, a discount of $ 1.7 million on the Term Loan remains unamortized.

The discount is being amortized through Interest expense, net , on the Consolidated Statement of Operations.

1 unchanged sentence

We also have a $ 500.0 million revolving credit facility, which matures in 2024 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of September 30, 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 September 30, 2021, $ 0.6 million in the three months ended September 30, 2020, $ 1.3 million in the nine months ended September 30, 2021, and $ 1.2 million in the nine months ended September 30, 2020.

As of September 30, 2021, we had issued letters of credit totaling approximately $ 4.0 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of September 30, 2021, we had issued letters of credit totaling approximately $ 73.9 million under our aggregate $ 81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three and nine months ended September 30, 2021 and 2020.

As of March 31, 2022, 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 each of the three months ended March 31, 2022, and 2021.

As of March 31, 2022, we had issued letters of credit totaling approximately $ 4.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Accounts Receivable Securitization Facilities

As of September 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.

Standalone Letter of Credit Facilities

As of March 31, 2022, we had issued letters of credit totaling approximately $ 72.7 million under our aggregate $ 81.0 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, 2022 and 2021.

Accounts Receivable Securitization Facility

As of March 31, 2022, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended.

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”).

6 unchanged sentences

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

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

As of September 30, 2021, there was no borrowing capacity under the AR Facility due to a voluntary temporary suspension of the AR Facility in accordance with the agreements governing the AR Facility;

however, as of September 30, 2021, we had approximately $ 273.8 million of accounts receivable that could be used as collateral for 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 nine months ended September 30, 2021 and 2020.

Senior Unsecured Notes

On January 19, 2021, two of our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”) issued $ 500.0 million aggregate principal amount of 4.250 % Senior Unsecured Notes due 2029 (the “2029 Notes”) in a private placement.

The 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities.

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

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

Prior to such date, the Borrowers may redeem up to 40 % of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50 % of the aggregate principal amount of the 2029 Notes will remain outstanding after the redemption.

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

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

As of March 31, 2022, there were no outstanding borrowings under the AR Facility.

As of March 31, 2022, there was no borrowing capacity under the AR Facility due to a voluntary temporary suspension of the AR Facility in accordance with the agreements governing the AR Facility;

however, as of March 31, 2022, we had approximately $ 303.2 million of accounts receivable that could be used as collateral for the AR Facility.

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, 2022 and 2021.

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 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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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 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 September 30, 2021, our Consolidated Total Leverage Ratio was 8.2 to 1.0 in accordance with the Credit Agreement.

As of March 31, 2022, our Consolidated Total Leverage Ratio was 5.8 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 September 30, 2021, our Consolidated Net Secured Leverage Ratio was 1.4 to 1.0 in accordance with the Credit Agreement.

As of September 30, 2021, we are in compliance with our debt covenants.

As of March 31, 2022, our Consolidated Net Secured Leverage Ratio was 1.0 to 1.0 in accordance with the Credit Agreement.

As of March 31, 2022, we are in compliance with our debt covenants.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Deferred Financing Costs

As of September 30, 2021, we had deferred $ 31.8 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

As of March 31, 2022, we had deferred $ 28.8 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility 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 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 $ 1.7 million as of September 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 September 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 September 30, 2021.

Interest Rate Swap Agreement

We have an interest rate cash flow swap agreement 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 this swap position was a net liability of approximately $ 0.1 million as of March 31, 2022, and $ 0.4 million as of December 31, 2021, and is included in Other current liabilities on our Consolidated Statement of Financial Position.

As of March 31, 2022, under the terms of this agreement, we will pay interest based on an aggregate notional amount of $ 50.0 million, under a weighted-average fixed interest rate of 1.8 %, with a receive rate of one-month LIBOR and which matures on June 30, 2022 .

The one-month LIBOR rate was approximately 0.5 % as of March 31, 2022.

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1;

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and unobservable inputs for the asset or liability are defined as Level 3.

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.7 billion as of September 30, 2021, and $ 2.8 billion as of December 31, 2020.

The fair value of our debt as of both September 30, 2021, and December 31, 2020, is classified as Level 2.

The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $ 1.7 million as of September 30, 2021, and $ 5.6 million as of December 31, 2020.

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

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

145,617,792 shares were issued and outstanding;

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

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.6 billion as of March 31, 2022, and $ 2.7 billion as of December 31, 2021.

The fair value of our debt as of both March 31, 2022, and December 31, 2021, is classified as Level 2.

The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $ 0.1 million as of March 31, 2022, and $ 0.4 million as of December 31, 2021.

The aggregate fair value of our interest rate cash flow swap agreements as of both March 31, 2022 and December 31, 2021, is classified as Level 2.

As of March 31, 2022, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized, of which 164,009,700 shares were issued and outstanding;

and 50,000,000 shares of our preferred stock, par value $ 0.01 per share, were authorized, of which 125,000 shares of Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $ 0.01 per share, were issued and outstanding.

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

So long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT;

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

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The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $ 16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles.

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

During the three months ended September 30, 2021, we paid cash dividends of $ 7.0 million on the Series A Preferred Stock and during the nine months ended September 30, 2021, we paid cash dividends of $ 21.0 million on the Series A Preferred Stock.

As of September 30, 2021, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was 25.0 million shares.

The Class A equity interests are entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock.

The Class A equity interests may be redeemed by the holders in exchange for shares of the Company’s common stock on a one-for-one basis (subject to anti-dilution adjustments) or, at the Company’s option, cash equal to the then fair market value of the shares of the Company’s common stock.

The Company is also subject to limitations on its ability to sell or otherwise dispose of the assets acquired in Canada until June 2022, unless it pays holders of the Class A equity interests in Outfront Canada an amount intended to approximate their resulting tax liability, plus a tax gross-up.

As of September 30, 2021, 1,549,579 Class A equity interests have been redeemed for shares of the Company’s common stock.

During the three and nine months ended September 30, 2021, distributions to holders of the Class A equity interests were immaterial.

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $ 300.0 million.

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

No shares were sold under the ATM Program during the nine months ended September 30, 2021.

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

On October 26, 2021 , we announced that our board of directors approved a quarterly cash dividend of $ 0.10 per share on our common stock, payable on December 31, 2021 , to stockholders of record at the close of business on December 3, 2021 .

Subject to certain conditions set forth in the Articles (including a change of control), each of the

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

On March 1, 2022, 275,000 shares of Series A Preferred Stock were converted into approximately 17.4 million shares of the Company’s common stock, which included $ 3.2 million of accrued and unpaid dividends through and including the conversion date that were settled in the Company’s common stock in accordance with the Articles.

During the three months ended March 31, 2022, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock.

As of March 31, 2022, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.

In connection with the acquisition of outdoor advertising assets in Canada in June 2017, the Company issued 1,953,407 shares of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”), which, among other things, were (i) entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock, and (ii) redeemable by the holders in exchange for shares of the Company’s common stock on a one-for-one basis.

During the three months ended March 31, 2022, we made distributions of $ 0.1 million to holders of the Class A equity interests, which are recorded in Dividends on our Consolidated Statements of Equity and Consolidated Statements of Cash Flows.

As of March 31, 2022, all Class A equity interests have been redeemed for shares of the Company’s common stock and no Class A equity interests are outstanding.

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, 2022.

As of March 31, 2022, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

On May 2, 2022 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on June 30, 2022 , to stockholders of record at the close of business on June 3, 2022 .

The following table summarizes revenues by source:

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2022 2021

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Total transit revenues 73.5 34.9

Sports marketing and other 0.3 0.5 2.0 26.2

Other 1.8 0.7

Transit and other revenues 75.3 35.6

Total revenues $ 373.5 $ 259.2

Rental income was $ 305.2 million in the three months ended September 30, 2021, $ 231.7 million in the three months ended September 30, 2020, $ 798.6 million in the nine months ended September 30, 2021, and $ 676.0 million in the nine months ended September 30, 2020, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

Rental income was $ 288.3 million in the three months ended March 31, 2022, and $ 215.8 million in the three months ended March 31, 2021, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The following table summarizes revenues by geography:

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2022 2021

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Transit and other 70.8 32.9

Sports marketing and other 0.3 0.3 2.0 26.0

Other 1.8 0.7

Total United States revenues 356.0 246.1

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Restructuring Charges

In order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business as a result of the COVID-19 pandemic, on May 5, 2020, we announced a workforce reduction in the U.S.

and notified approximately 70 employees of their termination.

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

As of September 30, 2021, $ 0.4 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

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

Media segment and $ 0.2 million was recorded in Other .

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

recorded in our U.S.

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

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

We completed several asset acquisitions for a total purchase price of approximately $ 55.0 million in the nine months ended September 30, 2021, and $ 15.5 million in the nine months ended September 30, 2020.

As of March 31, 2022, $ 0.4 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

We completed several asset acquisitions for a total purchase price of approximately $ 9.6 million in the three months ended March 31, 2022, and $ 15.8 million in the three months ended March 31, 2021.

In the second quarter of 2018, we entered into an agreement to acquire 14 digital and seven static billboard displays in California for a total estimated purchase price of $ 35.4 million.

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Stock-Based Compensation

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

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

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

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

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

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

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

Three Months Ended Nine Months Ended

September 30, September 30,

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2022 and 2021.

Three Months Ended

(in millions) 2022 2021

Stock-based compensation expenses (RSUs and PRSUs), before income taxes $ 7.2 $ 5.4 $ 20.7 $ 17.3

Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes $ 7.9 $ 6.0

Tax benefit ( 0.4 ) ( 0.3 )

Stock-based compensation expense, net of tax $ 7.5 $ 5.7

As of September 30, 2021, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 37.4 million, which is expected to be recognized over a weighted average period of 1.7 years.

As of March 31, 2022, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 55.2 million, which is expected to be recognized over a weighted average period of 2.1 years.

OUTFRONT Media Inc.

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RSUs and PRSUs

The following table summarizes activity for the nine months ended September 30, 2021, of RSUs and PRSUs issued to our employees.

The following table summarizes activity for the three months ended March 31, 2022, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value

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PRSUs ( 3,061 ) 26.60

Non-vested as of September 30, 2021 2,482,926 23.15

Stock Options

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

Activity Weighted Average Exercise Price

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

Forfeited or expired ( 103,413 ) 26.39

Outstanding as of September 30, 2021 — —

Non-vested as of March 31, 2022 2,824,791 23.89

Retirement Benefits

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

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2022 2021

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Amortization of net actuarial losses (a)

0.3 — 0.7 0.5

Net periodic pension cost $ ( 0.2 ) $ —

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

In the nine months ended September 30, 2021, we contributed $ 0.9 million to our pension plans.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

In the three months ended March 31, 2022, we contributed $ 0.1 million to our defined benefit pension plans.

In 2022, we expect to contribute approximately $ 0.1 million to our defined benefit pension plans.

We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S.

federal income tax on our REIT taxable income that we distribute to our stockholders.

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

We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities as taxable REIT subsidiaries (“TRSs”).

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

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Our effective income tax rate represents a combined annual effective tax rate for federal, state, local and foreign taxes applied to interim operating results.

In the three and nine months ended September 30, 2021 and 2020, our effective tax rate differed from the U.S.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

In the three months ended March 31, 2022 and 2021, our effective tax rate differed from the U.S.

federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, the impact of state and local taxes, and the effect of foreign operations.

Earnings Per Share (“EPS”)

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2022 2021

Net income (loss) available for common stockholders $ 33.1 $ ( 13.5 ) $ ( 35.5 ) $ ( 65.3 )

Net loss available for common stockholders $ ( 0.1 ) $ ( 67.7 )

Distributions to holders of Series A Preferred Stock

7.0 7.0 21.0 12.5

Distributions to holders of Class A equity interests of a subsidiary

Undistributed earnings allocable to Class A equity interests of a subsidiary

Net income (loss) available for common stockholders, basic and diluted $ 25.8 $ ( 20.5 ) $ ( 56.5 ) $ ( 78.2 )

Weighted average shares for basic EPS 145.6 144.4 145.3 144.2

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

Net loss available for common stockholders, basic and diluted $ ( 5.6 ) $ ( 74.7 )

Weighted average shares for basic and diluted EPS 152.0 144.8

(a) The potential impact of an aggregate 0.1 million granted RSUs, PRSUs and stock options in the three months ended September 30, 2021, 1.7 million granted RSUs, PRSUs and stock options in the three months ended September 30, 2020, 1.4 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2021, and 1.1 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2020, were antidilutive.

(b) The potential impact of 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three months ended September 30, 2021 and 2020, 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2021, and 15.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2020, were antidilutive.

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

(a) The potential impact of 1.1 million granted RSUs and PRSUs in the three months ended March 31, 2022, and 1.9 million granted RSUs, PRSUs and stock options in the three months ended March 31, 2021, were antidilutive.

(b) The potential impact of 19.1 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended March 31, 2022, and 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended March 31, 2021, were antidilutive.

(c) The potential impact of 0.3 million of Class A equity interests of Outfront Canada in the three months ended March 31, 2022, and 0.8 million of Class A equity interests of Outfront Canada in the three months ended March 31, 2021, was antidilutive.

(See Note 10.

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These arrangements result from our normal course of business and represent obligations that are payable over several years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Contractual Obligations

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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.

Deployment costs in an amount not to exceed $ 50.7 million, which

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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 nine months ended September 30, 2021, and it is unlikely we will recoup equipment deployment costs in the remainder of 2021.

We did not recoup any equipment deployment costs in the three months ended March 31, 2022, and it is unlikely we will recoup equipment deployment costs in the remainder of 2022.

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

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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.

During the nine months ended September 30, 2021, we had no recoupment from incremental revenues and as of September 30, 2021, $ 45.2 million has been funded by the MTA.

As of September 30, 2021, 9,180 digital displays had been installed, of which 1,359 installations occurred in the three months ended September 30, 2021, for a total of 1,800 in the nine months ended September 30, 2021.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

During the three months ended March 31, 2022, we had no recoupment from incremental revenues and as of March 31, 2022, $ 48.5 million has been funded by the MTA.

As of March 31, 2022, 12,479 digital displays had been installed, of which 1,387 installations occurred in the three months ended March 31, 2022.

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

Nine months ended September 30, 2021:

Three months ended March 31, 2022:

Prepaid MTA equipment deployment costs $ 279.8 $ 15.4 $ — $ — $ 295.2

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We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business.

As of September 30, 2021, the outstanding letters of credit were approximately $ 77.9 million and outstanding surety bonds were approximately $ 166.6 million, and were not recorded on the Consolidated Statements of Financial Position.

As of March 31, 2022, the outstanding letters of credit were approximately $ 76.8 million and outstanding surety bonds were approximately $ 167.1 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Segment Information

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The following tables set forth our financial performance by segment.

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

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

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2022 2021

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2022 2021

Net income (loss) before allocation to non-controlling interests $ 0.1 $ ( 67.6 )

(Benefit) provision for income taxes 1.1 3.5 ( 6.0 ) 0.3

Benefit for income taxes ( 2.1 ) ( 4.7 )

Equity in earnings of investee companies, net of tax ( 0.3 ) 0.4

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Loss on extinguishment of debt — 6.3

Other income, net — 0.1 — ( 0.1 )

Operating income 65.0 25.1 63.1 33.0

Restructuring charges — 0.6 — 5.3

Other loss, net 0.1 —

Operating income (loss) 28.5 ( 31.0 )

Net gain on dispositions ( 0.3 ) ( 0.3 )

Depreciation and amortization (a)

36.3 36.3 109.0 108.9

Depreciation and amortization 34.1 36.4

Stock-based compensation 7.9 6.0

Total Adjusted OIBDA (a)

$ 108.1 $ 59.4 $ 189.2 $ 150.3

Total Adjusted OIBDA $ 70.2 $ 11.1

Adjusted OIBDA:

$ 116.4 $ 65.9 $ 221.6 $ 177.3

4.8 2.4 4.4 ( 3.3 )

Media $ 80.1 $ 24.6

Corporate ( 10.5 ) ( 11.5 )

Total Adjusted OIBDA (a)

$ 108.1 $ 59.4 $ 189.2 $ 150.3

(a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $ 9.1 million in the three months ended September 30, 2020, of which $ 8.3 million was recorded in our U.S.

Media segment and $ 0.8 million was recorded in Other , and $ 26.7 million in the nine months ended September 30, 2020, of which $ 25.1 million was recorded in our U.S.

Media segment and $ 1.6 million was recorded in Othe r, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

Total Adjusted OIBDA $ 70.2 $ 11.1

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2022 2021

3 unchanged sentences

Corporate ( 18.4 ) ( 17.5 )

Total operating income $ 65.0 $ 25.1 $ 63.1 $ 33.0

Total operating income (loss) $ 28.5 $ ( 31.0 )

Net gain on dispositions:

Media $ ( 0.3 ) $ ( 0.3 )

Other — ( 8.0 ) ( 3.0 ) ( 12.1 )

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

Depreciation and amortization:

$ 33.3 $ 33.6 $ 100.0 $ 99.7

3.0 2.7 9.0 9.2

Total depreciation and amortization (a)

$ 36.3 $ 36.3 $ 109.0 $ 108.9

Media $ 31.1 $ 33.5

Other 3.0 2.9

Total depreciation and amortization $ 34.1 $ 36.4

Capital expenditures:

2 unchanged sentences

Total capital expenditures $ 16.9 $ 9.4

Media segment and $ 0.8 million was recorded in Other , and $ 26.7 million in the nine months ended September 30, 2020, of which $ 25.1 million was recorded in our U.S.

Media segment and $ 1.6 million was recorded in Othe r, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(in millions) September 30,

(in millions) March 31,

2022 December 31, 2021

4 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements