What changed in this filing

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Item 1. Financial Statements

2022-08-04 compared with 2022-05-03 · 197 added, 136 removed, 448 unchanged (43% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) March 31,

(in millions) June 30,

2022 December 31,

45 unchanged sentences

Consolidated Statements of Operations

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except per share amounts) 2022 2021 2022 2021

4 unchanged sentences

Selling, general and administrative 106.9 88.9 205.3 165.4

Net gain on dispositions ( 0.3 ) ( 0.3 )

Net (gain) loss on dispositions 0.2 ( 2.9 ) ( 0.1 ) ( 3.2 )

Depreciation 19.4 20.0 38.7 40.0

4 unchanged sentences

Loss on extinguishment of debt — — — ( 6.3 )

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

Other income, net 0.1 — — —

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 48.4 ( 3.0 ) 46.1 ( 74.9 )

Benefit (provision) for income taxes ( 1.2 ) 2.4 0.9 7.1

Equity in earnings of investee companies, net of tax 1.2 ( 0.1 ) 1.5 ( 0.5 )

1 unchanged sentence

Net income attributable to non-controlling interests 0.4 0.2 0.6 0.3

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

$ 48.0 $ ( 0.9 ) $ 47.9 $ ( 68.6 )

Net loss per common share:

Net income (loss) per common share:

Basic $ 0.28 $ ( 0.05 ) $ 0.25 $ ( 0.57 )

6 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

1 unchanged sentence

Net income attributable to non-controlling interests 0.4 0.2 0.6 0.3

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

48.0 ( 0.9 ) 47.9 ( 68.6 )

Other comprehensive income, net of tax:

Other comprehensive income (loss), net of tax:

Cumulative translation adjustments ( 4.3 ) 2.4 ( 1.6 ) 3.7

Change in fair value of interest rate swap agreements 0.1 1.4 0.4 2.6

Total other comprehensive income, net of tax 3.0 2.5

Total other comprehensive income (loss), net of tax ( 4.2 ) 3.8 ( 1.2 ) 6.3

Total comprehensive income (loss) $ 43.8 $ 2.9 $ 46.7 $ ( 62.3 )

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 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

Balance as of

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

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

8 unchanged sentences

Other — — — — — — — — ( 0.2 ) ( 0.2 )

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

Balance as of

June 30, 2021 0.4 $ 383.4 145.6 $ 1.5 $ 2,103.1 $ ( 1,183.0 ) $ ( 11.7 ) $ 909.9 $ 14.1 $ 1,307.4

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

Net income — — — — — 48.0 — 48.0 0.4 48.4

Other comprehensive loss — — — — — — ( 4.2 ) ( 4.2 ) — ( 4.2 )

Stock-based payments:

Amortization — — — — 8.5 — — 8.5 — 8.5

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 2.2 ) — ( 2.2 ) — ( 2.2 )

Dividends ($ 0.30 per share)

— — — — — ( 49.4 ) — ( 49.4 ) — ( 49.4 )

Other — — — — — — — — ( 0.7 ) ( 0.7 )

Balance as of

June 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,399.8 $ ( 1,180.4 ) $ ( 5.6 ) $ 1,215.4 $ 4.1 $ 1,339.3

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

5 unchanged sentences

Shares paid for tax withholding for stock-based payments — — ( 0.5 ) — ( 8.9 ) — — ( 8.9 ) — ( 8.9 )

Class A equity interest redemptions — — 0.5 — 11.0 — — 11.0 ( 11.0 ) —

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 14.0 ) — ( 14.0 ) — ( 14.0 )

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

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

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

Net income — — — — — 47.9 — 47.9 0.6 48.5

Other comprehensive loss — — — — — — ( 1.2 ) ( 1.2 ) — ( 1.2 )

Stock-based payments:

Vested — — 1.0 — — — — — — —

Amortization — — — — 16.4 — — 16.4 — 16.4

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 — —

5 unchanged sentences

Other — — — — — — — — ( 0.9 ) ( 0.9 )

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

Balance as of

June 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,399.8 $ ( 1,180.4 ) $ ( 5.6 ) $ 1,215.4 $ 4.1 $ 1,339.3

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in millions) 2022 2021

Operating activities:

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

$ 47.9 $ ( 68.6 )

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

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

Net income attributable to non-controlling interests 0.6 0.3

18 unchanged sentences

Other, net ( 1.5 ) 5.3

Net cash flow provided by (used for) operating activities

20.5 ( 10.8 )

Net cash flow provided by operating activities

Investing activities:

24 unchanged sentences

Consolidated Statements of Cash Flows (Continued)

Three Months Ended

Six Months Ended

(in millions) 2022 2021

42 unchanged sentences

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 March 31, 2022, we have no restricted cash.

(in millions) March 31,

2022 March 31,

As of June 30, 2022, we have no restricted cash.

(in millions) June 30,

2022 June 30,

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 March 31,

(in millions) Estimated Useful Lives June 30,

2022 December 31,

8 unchanged sentences

Property and equipment, net $ 679.6 $ 647.9

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.

Depreciation expense was $ 19.4 million in the three months ended June 30, 2022, $ 20.0 million in the three months ended June 30, 2021, $ 38.7 million in the six months ended June 30, 2022, and $ 40.0 million in the six months ended June 30, 2021.

Intangible Assets

3 unchanged sentences

(in millions) Gross Accumulated Amortization Net

As of March 31, 2022:

As of June 30, 2022:

Permits and leasehold agreements $ 1,522.0 $ ( 839.8 ) $ 682.2

9 unchanged sentences

Notes to Consolidated Financial Statements

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.

In the six months ended June 30, 2022, we acquired approximately 1,000 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 220.0 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 16.5 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.

Amortization expense was $ 17.3 million in the three months ended June 30, 2022, $ 16.3 million in the three months ended June 30, 2021, $ 32.1 million in the six months ended June 30, 2022, and $ 32.7 million in the six months ended June 30, 2021.

The following table presents our operating lease assets and liabilities:

(in millions, except years and percentages) June 30,

2022 December 31,

Operating lease assets $ 1,531.2 $ 1,485.5

Short-term operating lease liabilities 196.9 187.5

Non-current operating lease liabilities 1,345.6 1,308.4

Weighted-average remaining lease term 10.8 years 10.5 years

Weighted-average discount rate 5.4 % 5.2 %

The components of our lease expenses were as follows:

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

Operating expenses $ 111.7 $ 99.9 $ 218.4 $ 193.6

Selling, general and administrative expenses 2.7 2.4 5.4 4.5

Variable costs 27.8 19.3 52.8 33.2

For each of the three and six months ended June 30, 2022 and 2021, sublease income was immaterial.

For the six months ended June 30, 2022, cash paid for operating leases was $ 224.7 million and leased assets obtained in exchange for new operating lease liabilities was $ 152.3 million.

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

We recorded rental income of $ 342.2 million for the three months ended June 30, 2022, $ 277.6 million for the three months ended June 30, 2021, $ 630.5 million for the six months ended June 30, 2022, and $ 493.4 million for the six months ended June 30, 2021, in Revenues on our Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Asset Retirement Obligation

7 unchanged sentences

Liabilities settled ( 0.9 )

Foreign currency translation adjustments 0.1

As of March 31, 2022 $ 36.9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of June 30, 2022 $ 37.3

Related Party Transactions

1 unchanged sentence

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

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.

These investments totaled $ 12.2 million as of June 30, 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 $ 2.3 million in the three months ended June 30, 2022, $ 1.3 million in the three months ended June 30, 2021, $ 4.0 million in the six months ended June 30, 2022, and $ 2.4 million in the six months ended June 30, 2021.

Debt, net, consists of the following:

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2022 December 31,

11 unchanged sentences

Weighted average cost of debt 4.6 % 4.3 %

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The interest rate on the term loan due in 2026 (the “Term Loan”) was 3.4 % per annum as of June 30, 2022.

As of June 30, 2022, a discount of $ 1.6 million on the Term Loan remains unamortized.

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

1 unchanged sentence

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

As of March 31, 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

As of June 30, 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 the three months ended June 30, 2022, $ 0.5 million in the three months ended June 30, 2021, $ 0.8 million in the six months ended June 30, 2022, and $ 0.9 million in the six months ended June 30, 2021.

As of June 30, 2022, we had issued letters of credit totaling approximately $ 4.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

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.

As of June 30, 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 and six months ended June 30, 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.

As of June 30, 2022, we have a $ 150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended.

On June 1, 2022, the Company, certain subsidiaries of the Company and MUFG Bank, Ltd.

(“MUFG”) entered into an amendment to the agreements governing the AR Facility, pursuant to which the Company (i) increased the borrowing capacity under the AR Facility from $ 125.0 million to $ 150.0 million;

(ii) extended the term of the AR Facility so that it now terminates on May 30, 2025, unless further extended;

and (iii) increased the delinquency and termination ratios under the AR Facility for the tenure of the agreements to provide additional flexibility to the Company.

The amendment to the agreements governing the AR Facility do not change how we account for the AR Facility as a collateralized financing activity.

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 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.

As of June 30, 2022, there were no outstanding borrowings under the AR Facility.

As of June 30, 2022, borrowing capacity remaining under the AR Facility was $ 150.0 million based on approximately $ 319.7 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

based on the amount of unused commitments under the AR Facility was immaterial for each of the three and six months ended June 30, 2022 and 2021.

Debt Covenants

1 unchanged sentence

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, 2022, our Consolidated Total Leverage Ratio was 5.8 to 1.0 in accordance with the Credit Agreement.

As of June 30, 2022, our Consolidated Total Leverage Ratio was 5.1 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 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

As of June 30, 2022, our Consolidated Net Secured Leverage Ratio was 0.9 to 1.0 in accordance with the Credit Agreement.

As of June 30, 2022, we are in compliance with our debt covenants.

Deferred Financing Costs

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.

As of June 30, 2022, we had deferred $ 27.6 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 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.

We had 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, which matured in June 2022.

The fair value of this swap position was a net liability of approximately $ 0.4 million as of December 31, 2021, and is included in Other current liabilities on our Consolidated Statement of Financial Position.

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;

1 unchanged sentence

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

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.6 billion as of 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;

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.4 billion as of June 30, 2022, and $ 2.7 billion as of December 31, 2021.

The fair value of our debt as of both June 30, 2022, and December 31, 2021, is classified as Level 2.

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

The aggregate fair value of our interest rate cash flow swap agreement as of December 31, 2021, was classified as Level 2.

As of June 30, 2022, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized, of which 164,046,342 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

5 unchanged sentences

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

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.

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.

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.

During the three months ended June 30, 2022, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock and during the six months ended June 30, 2022, we paid cash dividends of $ 4.4 million on the Series A Preferred Stock.

As of June 30, 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.

As of June 30, 2022, all Class A equity interests have been redeemed for shares of the Company’s common stock and no Class A equity interests were outstanding.

During the six months ended June 30, 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.

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

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

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

No shares were sold under the ATM Program during the six months ended June 30, 2022.

As of June 30, 2022, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The following table summarizes revenues by source:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

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Total revenues $ 450.2 $ 341.0 $ 823.7 $ 600.2

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

Rental income was $ 342.2 million in the three months ended June 30, 2022, $ 277.6 million in the three months ended June 30, 2021, $ 630.5 million in the six months ended June 30, 2022, and $ 493.4 million in the six months ended June 30, 2021, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

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We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2021, during the three months ended March 31, 2022.

Restructuring Charges

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.

We completed several asset acquisitions for a total purchase price of approximately $ 248.6 million in the six months ended June 30, 2022, and $ 42.7 million in the six months ended June 30, 2021.

In the second quarter of 2022, we completed the acquisition of approximately 950 billboard displays, including 21 digital displays, as well as certain business assets, in Portland, Oregon, and Clark County, Washington, from Pacific Outdoor Advertising, L.L.C., for $ 185.0 million, subject to closing and post-closing adjustments, using cash on hand.

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

In the second quarter of 2019, we completed this acquisition except with respect to four digital displays, which we expect to acquire in 2023 for an estimated purchase price of $ 9.2 million, subject to customary closing conditions and the timing of site development.

In the second quarter of 2019, we completed this acquisition

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

except with respect to four digital displays, which we expect to acquire in 2023 for an estimated purchase price of $ 9.2 million, subject to customary closing conditions and the timing of site development.

Stock-Based Compensation

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

Three Months Ended

The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2022 and 2021.

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

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Stock-based compensation expense, net of tax $ 8.1 $ 7.1 $ 15.6 $ 12.8

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.

Notes to Consolidated Financial Statements

As of June 30, 2022, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 47.1 million, which is expected to be recognized over a weighted average period of 1.9 years.

RSUs and PRSUs

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

The following table summarizes activity for the six months ended June 30, 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 March 31, 2022 2,824,791 23.89

Non-vested as of June 30, 2022 2,816,094 23.80

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Retirement Benefits

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

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

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

In the six months ended June 30, 2022, we contributed $ 0.1 million to our defined benefit pension plans.

In 2022, we expect to contribute approximately $ 0.2 million to our defined benefit pension plans.

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

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

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

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

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

In the three and six months ended June 30, 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.

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

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

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

Net income (loss) available for common stockholders $ 48.0 $ ( 0.9 ) $ 47.9 $ ( 68.6 )

Distributions to holders of Series A Preferred Stock

2.2 7.0 7.6 14.0

Distributions to holders of Class A equity interests of a subsidiary

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

Net income (loss) available for common stockholders, basic and diluted $ 45.8 $ ( 7.9 ) $ 40.2 $ ( 82.6 )

Weighted average shares for basic EPS 164.0 145.6 158.0 145.2

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

Weighted average shares for basic and diluted EPS 164.6 145.6 158.8 145.2

(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.

(a) The potential impact of 1.1 million granted RSUs and PRSUs in the three months ended June 30, 2022 , 1.3 million granted RSUs and PRSUs in the three months ended June 30, 2021, and 1.3 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2021, were antidilutive.

The potential impact of antidilutive granted RSUs and PRSUs in the six months ended June 30, 2022, was immaterial.

(b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended June 30, 2022, 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended June 30, 2021, 13.4 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2022, and 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2021, were antidilutive.

(c) The potential impact of 0.4 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2021 , 0.2 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2022, and 0.6 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2021, was antidilutive.

(See Note 10.

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

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

are deemed authorized before December 31, 2020, will be paid directly by the MTA.

business, financial condition and results of operations.

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 three months ended March 31, 2022, and it is unlikely we will recoup equipment deployment costs in the remainder of 2022.

We did not recoup any equipment deployment costs in the six months ended June 30, 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 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.

During the six months ended June 30, 2022, we had no recoupment from incremental revenues and as of June 30, 2022, $ 49.1 million has been funded by the MTA.

As of June 30, 2022, 13,161 digital displays had been installed, composed of 4,749 digital advertising screens on subway and train platforms and entrances, 4,292 smaller-format digital advertising screens on rolling stock and 4,120 MTA communications displays.

In the three months ended June 30, 2022, 682 installations occurred, for a total of 2,069 installations occurring in the six months ended June 30, 2022.

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

Three months ended March 31, 2022:

Six months ended June 30, 2022:

Prepaid MTA equipment deployment costs $ 279.8 $ 48.1 $ — $ — $ 327.9

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

As of March 31, 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.

As of June 30, 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

2 unchanged sentences

Total revenues $ 450.2 $ 341.0 $ 823.7 $ 600.2

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.

Three Months Ended

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

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

Net income (loss) before allocation to non-controlling interests $ 48.4 $ ( 0.7 ) $ 48.5 $ ( 68.3 )

Benefit for income taxes ( 2.1 ) ( 4.7 )

(Benefit) provision for income taxes 1.2 ( 2.4 ) ( 0.9 ) ( 7.1 )

Equity in earnings of investee companies, net of tax ( 1.2 ) 0.1 ( 1.5 ) 0.5

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Loss on extinguishment of debt — — — 6.3

Other loss, net 0.1 —

Other income, net ( 0.1 ) — — —

Operating income (loss) 79.9 29.1 108.4 ( 1.9 )

Net gain on dispositions ( 0.3 ) ( 0.3 )

Net (gain) loss on dispositions 0.2 ( 2.9 ) ( 0.1 ) ( 3.2 )

Depreciation and amortization 36.7 36.3 70.8 72.7

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Media $ 129.2 $ 80.6 $ 209.3 $ 105.2

Other 7.8 1.6 8.4 ( 0.4 )

Corporate ( 11.7 ) ( 12.2 ) ( 22.2 ) ( 23.7 )

2 unchanged sentences

Notes to Consolidated Financial Statements

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2022 2021 2022 2021

4 unchanged sentences

Total operating income (loss) $ 79.9 $ 29.1 $ 108.4 $ ( 1.9 )

Net gain on dispositions:

Net gain (loss) on dispositions:

Media $ 0.2 $ 0.1 $ ( 0.1 ) $ ( 0.2 )

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

Other — ( 3.0 ) — ( 3.0 )

Total gain (loss) on dispositions $ 0.2 $ ( 2.9 ) $ ( 0.1 ) $ ( 3.2 )

Depreciation and amortization:

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Total capital expenditures $ 24.9 $ 16.1 $ 41.8 $ 25.5

(in millions) March 31,

(in millions) June 30,

2022 December 31, 2021

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

What changed 10-Q

Item 1. Financial Statements