What changed in this filing

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Item 1. Financial Statements

2022-11-04 compared with 2022-08-04 · 143 added, 146 removed, 499 unchanged (37% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) June 30,

(in millions) September 30,

2022 December 31,

3 unchanged sentences

Prepaid lease and franchise costs 7.0 12.5

Prepaid MTA equipment deployment costs (Note 16) 2.3 —

Other prepaid expenses 22.3 17.8

40 unchanged sentences

Consolidated Statements of Operations

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

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

8 unchanged sentences

Total expenses 379.4 334.2 1,094.7 936.3

Operating income (loss) 79.9 29.1 108.4 ( 1.9 )

Operating income 74.3 65.0 182.7 63.1

Interest expense, net ( 33.6 ) ( 31.8 ) ( 95.9 ) ( 98.5 )

Loss on extinguishment of debt — — — ( 6.3 )

Other income, net 0.1 — — —

Other expense, net ( 0.3 ) — ( 0.3 ) —

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 40.4 33.2 86.5 ( 41.7 )

14 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2022 2021 2022 2021

5 unchanged sentences

Cumulative translation adjustments ( 7.5 ) ( 3.7 ) ( 9.1 ) —

Net actuarial loss 0.2 0.4 0.2 0.4

Change in fair value of interest rate swap agreements — 1.3 0.4 3.9

9 unchanged sentences

Balance as of

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

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

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

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:

Vested — — 0.1 — — — — — — —

Amortization — — — — 7.2 — — 7.2 — 7.2

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

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

1 unchanged sentence

— — — — — ( 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

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

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

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

Net income — — — — — 40.8 — 40.8 0.3 41.1

8 unchanged sentences

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

September 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,408.4 $ ( 1,191.1 ) $ ( 12.9 ) $ 1,206.0 $ 4.2 $ 1,330.0

OUTFRONT Media Inc.

14 unchanged sentences

— — — — — ( 21.0 ) — ( 21.0 ) — ( 21.0 )

Dividends ($ 0.10 per share)

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

Other — — — — ( 3.3 ) — — ( 3.3 ) ( 1.9 ) ( 5.2 )

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

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 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

13 unchanged sentences

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

September 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,408.4 $ ( 1,191.1 ) $ ( 12.9 ) $ 1,206.0 $ 4.2 $ 1,330.0

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2022 2021

9 unchanged sentences

Accretion expense 2.1 2.0

Net gain on dispositions ( 0.1 ) ( 3.2 )

Net (gain) loss on dispositions 0.1 ( 3.6 )

Loss on extinguishment of debt — 6.3

3 unchanged sentences

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

Decrease in receivables 20.1 10.7

(Increase) decrease in receivables 3.3 ( 28.5 )

Increase in prepaid MTA equipment deployment costs ( 61.1 ) ( 40.9 )

Decrease in prepaid expenses and other current assets 1.8 9.6

Decrease in accounts payable and accrued expenses ( 24.9 ) ( 18.0 )

Increase (decrease) in accounts payable and accrued expenses ( 16.2 ) 0.8

Increase in operating lease assets and liabilities 5.7 5.0

8 unchanged sentences

Net proceeds from dispositions 1.3 1.8

Investment in investee companies ( 0.3 ) —

Net cash flow used for investing activities

15 unchanged sentences

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

Cash and cash equivalents at end of period

$ 81.5 $ 510.3

1 unchanged sentence

Consolidated Statements of Cash Flows (Continued)

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2022 2021

24 unchanged sentences

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 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.

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 and the current heightened levels of inflation, 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.

The COVID-19 pandemic and the related preventative measures taken to help curb the spread, have had, and may continue to have, a significant impact on the global economy and our business.

4 unchanged sentences

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.

This guidance did not have a significant impact on our accounting for our existing debt.

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

1 unchanged sentence

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.

This guidance is effective for public entities for fiscal years beginning after December 15, 2022.

We will adopt this guidance when accounting for business combinations in the future.

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 June 30, 2022, we have no restricted cash.

(in millions) June 30,

2022 June 30,

2021 December 31, 2021

Cash and cash equivalents $ 117.0 $ 529.0 $ 424.8

Restricted cash — 1.6 —

Cash, cash equivalents and restricted cash $ 117.0 $ 530.6 $ 424.8

Property and Equipment, Net

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

(in millions) Estimated Useful Lives June 30,

(in millions) Estimated Useful Lives September 30,

2022 December 31,

8 unchanged sentences

Property and equipment, net $ 683.4 $ 647.9

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.

Depreciation expense was $ 19.9 million in the three months ended September 30, 2022, $ 19.6 million in the three months ended September 30, 2021, $ 58.6 million in the nine months ended September 30, 2022, and $ 59.6 million in the nine months ended September 30, 2021.

Intangible Assets

3 unchanged sentences

(in millions) Gross Accumulated Amortization Net

As of June 30, 2022:

As of September 30, 2022:

Permits and leasehold agreements $ 1,534.6 $ ( 853.2 ) $ 681.4

7 unchanged sentences

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

In the nine months ended September 30, 2022, we acquired approximately 1,100 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 238.0 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 16.7 years.

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

Amortization expense was $ 20.2 million in the three months ended September 30, 2022, $ 16.7 million in the three months ended September 30, 2021, $ 52.3 million in the nine months ended September 30, 2022, and $ 49.4 million in the nine months ended September 30, 2021.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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 $ 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,

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

2022 December 31,

5 unchanged sentences

The components of our lease expenses were as follows:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2022 2021 2022 2021

2 unchanged sentences

Variable costs 27.9 20.5 80.7 53.7

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

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

For the nine months ended September 30, 2022, cash paid for operating leases was $ 332.1 million and leased assets obtained in exchange for new operating lease liabilities was $ 213.9 million.

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.

We recorded rental income of $ 331.0 million for the three months ended September 30, 2022, $ 305.2 million for the three months ended September 30, 2021, $ 961.5 million for the nine months ended September 30, 2022, and $ 798.6 million for the nine months ended September 30, 2021, in Revenues on our Consolidated Statement of Operations.

Asset Retirement Obligation

7 unchanged sentences

Liabilities settled ( 1.6 )

As of June 30, 2022 $ 37.3

Foreign currency translation adjustments ( 0.3 )

As of September 30, 2022 $ 37.2

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 $ 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.

These investments totaled $ 12.7 million as of September 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 September 30, 2022, $ 2.0 million in the three months ended September 30, 2021, $ 6.3 million in the nine months ended September 30, 2022, and $ 4.4 million in the nine months ended September 30, 2021.

Debt, net, consists of the following:

(in millions, except percentages) June 30,

(in millions, except percentages) September 30,

2022 December 31,

11 unchanged sentences

Weighted average cost of debt 4.9 % 4.3 %

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 interest rate on the term loan due in 2026 (the “Term Loan”) was 4.9 % per annum as of September 30, 2022.

As of September 30, 2022, a discount of $ 1.5 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 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.

As of September 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 September 30, 2022, $ 0.4 million in the three months ended September 30, 2021, $ 1.2 million in the nine months ended September 30, 2022, and $ 1.3 million in the nine months ended September 30, 2021.

As of September 30, 2022, we had issued letters of credit totaling approximately $ 6.4 million against the letter of credit facility sublimit under the Revolving Credit Facility.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Standalone Letter of Credit Facilities

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.

As of September 30, 2022, we had issued letters of credit totaling approximately $ 75.8 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, 2022 and 2021.

Accounts Receivable Securitization Facility

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.

As of September 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.

11 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 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.

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

As of September 30, 2022, borrowing capacity remaining under the AR Facility was $ 150.0 million based on approximately $ 337.2 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 based on the amount of unused commitments under the AR Facility was immaterial for each of the three and nine months ended September 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 June 30, 2022, our Consolidated Total Leverage Ratio was 5.1 to 1.0 in accordance with the Credit Agreement.

As of September 30, 2022, our Consolidated Total Leverage Ratio was 5.0 to 1.0 in accordance with the Credit Agreement.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

As of June 30, 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.

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

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

Deferred Financing Costs

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.

As of September 30, 2022, we had deferred $ 26.1 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.

5 unchanged sentences

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 $ 2.4 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 of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.3 billion as of September 30, 2022, and $ 2.7 billion as of December 31, 2021.

The fair value of our debt as of both September 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;

As of September 30, 2022, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized, of which 164,047,196 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.

4 unchanged sentences

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

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

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 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.

During the three months ended September 30, 2022, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock and during the nine months ended September 30, 2022, we paid cash dividends of $ 6.6 million on the Series A Preferred Stock.

As of September 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.

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.

As of September 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 nine months ended September 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 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

No shares were sold under the ATM Program during the nine months ended September 30, 2022.

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

On November 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 December 30, 2022 , to stockholders of record at the close of business on December 2, 2022 .

The following table summarizes revenues by source:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2022 2021 2022 2021

10 unchanged sentences

Total revenues $ 453.7 $ 399.2 $ 1,277.4 $ 999.4

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Rental income was $ 331.0 million in the three months ended September 30, 2022, $ 305.2 million in the three months ended September 30, 2021, $ 961.5 million in the nine months ended September 30, 2022, and $ 798.6 million in the nine months ended September 30, 2021, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2022 2021 2022 2021

7 unchanged sentences

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.

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.

We completed several asset acquisitions for a total purchase price of approximately $ 278.9 million in the nine months ended September 30, 2022, and $ 55.0 million in the nine months ended September 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

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.

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.

Stock-Based Compensation

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,

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

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2022 2021 2022 2021

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Stock-based compensation expense, net of tax $ 8.2 $ 6.9 $ 23.8 $ 19.7

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.

As of September 30, 2022, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 38.2 million, which is expected to be recognized over a weighted average period of 1.7 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

RSUs and PRSUs

The following table summarizes activity for the six months ended June 30, 2022, of RSUs and PRSUs issued to our employees.

The following table summarizes activity for the nine months ended September 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 June 30, 2022 2,816,094 23.80

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Non-vested as of September 30, 2022 2,802,401 23.80

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 Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

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

In the nine months ended September 30, 2022, we contributed $ 0.2 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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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 and nine months ended September 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.

Earnings Per Share (“EPS”)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2022 2021 2022 2021

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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 $ 38.6 $ 25.8 $ 78.8 $ ( 56.5 )

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

0.6 0.8 0.7 —

Weighted average shares for basic and diluted EPS 164.6 146.4 160.7 145.3

(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.

(a) The potential impact of 0.9 million granted RSUs and PRSUs in the three months ended September 30, 2022, 0.1 million granted RSUs, PRSUs and options in the three months ended September 30, 2021, 0.7 million granted RSUs and PRSUs in the nine months ended September 30, 2022, and 1.4 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2021, were antidilutive.

(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 September 30, 2022, 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended September 30, 2021, 11.5 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2022, and 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, 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, 0.1 million of Class A equity interests of Outfront Canada in the nine months ended September 30, 2022, and 0.6 million of Class A equity interests of Outfront Canada in the nine months ended September 30, 2021, was antidilutive.

Equity to the Consolidated Financial Statements.)

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

• Recoupment of Equipment Deployment Costs.

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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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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.

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

We did not recoup any equipment deployment costs in the six months ended June 30, 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 nine months ended September 30, 2022, and we do not expect to 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 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.

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

As of September 30, 2022, 13,657 digital displays had been installed, composed of 4,804 digital advertising screens on subway and train platforms and entrances, 4,638 smaller-format digital advertising screens on rolling stock and 4,215 MTA communications displays.

In the three months ended September 30, 2022, 496 installations occurred, for a total of 2,565 installations occurring in the nine months ended September 30, 2022.

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

Six months ended June 30, 2022:

Nine months ended September 30, 2022:

Prepaid MTA equipment deployment costs $ 279.8 $ 61.1 $ — $ — $ 340.9

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Total $ 291.0 $ 95.9 $ ( 29.0 ) $ ( 9.9 ) $ 348.0

Letters of Credit

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 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

Letters of Credit

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, 2022, the outstanding letters of credit were approximately $ 82.2 million and outstanding surety bonds were approximately $ 167.8 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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The following tables set forth our financial performance by segment.

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2022 2021 2022 2021

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Total revenues $ 453.7 $ 399.2 $ 1,277.4 $ 999.4

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,

We present Operating income 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2022 2021 2022 2021

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Loss on extinguishment of debt — — — 6.3

Other income, net ( 0.1 ) — — —

Operating income (loss) 79.9 29.1 108.4 ( 1.9 )

Other expense, net 0.3 — 0.3 —

Operating income 74.3 65.0 182.7 63.1

Net (gain) loss on dispositions 0.2 ( 0.4 ) 0.1 ( 3.6 )

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Total Adjusted OIBDA $ 123.2 $ 108.1 $ 318.7 $ 189.2

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2022 2021 2022 2021

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Corporate ( 19.4 ) ( 20.3 ) ( 58.0 ) ( 57.5 )

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

Total operating income $ 74.3 $ 65.0 $ 182.7 $ 63.1

Net gain (loss) on dispositions:

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Total capital expenditures $ 24.8 $ 15.7 $ 66.6 $ 41.2

(in millions) June 30,

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(in millions) September 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