UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from	to

Commission File Number: 001-36367

OUTFRONT Media Inc.

(Exact name of registrant as specified in its charter)

Maryland		46-4494703
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
405 Lexington Avenue, 17th Floor
New York,	NY	10174
(Address of principal executive offices)		(Zip Code)

(212) 297-6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01, par value	OUT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     ☒ Yes        ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).        ☒ Yes     ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ☐ Yes    ☒ No

As of May 4, 2021, the number of shares outstanding of the registrant’s common stock was 145,539,929.

OUTFRONT MEDIA INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021

TABLE OF CONTENTS

PART I	3
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Financial Position as of March 31, 2021, and December 31, 2020	3
Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020	4
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2021 and 2020	5
Consolidated Statements of Equity for the three months ended March 31, 2021 and 2020	6
Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020	7
Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	45
Item 4. Controls and Procedures	47
PART II	48
Item 1. Legal Proceedings	48
Item 1A. Risk Factors	48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3. Defaults Upon Senior Securities	48
Item 4. Mine Safety Disclosures	48
Item 5. Other Information	48
Item 6. Exhibits	48
SIGNATURES	50

PART I

Item 1.    Financial Statements.

OUTFRONT Media Inc.

Consolidated Statements of Financial Position

(Unaudited)

	As of
(in millions)	March 31, 2021		December 31, 2020
Assets:
Current assets:
Cash and cash equivalents	$	560.0	$	710.4
Restricted cash	1.6		1.6
Receivables, less allowance ($22.7 in 2021 and $26.3 in 2020)	164.9		209.2
Prepaid lease and franchise costs	9.1		5.4
Other prepaid expenses	13.9		14.4
Other current assets	28.0		33.7
Total current assets	777.5		974.7
Property and equipment, net (Note 4)	629.2		634.2
Goodwill	2,078.0		2,077.8
Intangible assets (Note 5)	545.8		547.5
Operating lease assets (Note 6)	1,437.7		1,421.3
Prepaid MTA equipment deployment costs (Note 18)	208.2		204.6
Other assets	37.5		36.8
Total assets	$	5,713.9	$	5,896.9
Liabilities:
Current liabilities:
Accounts payable	$	56.8	$	64.9
Accrued compensation	30.9		35.0
Accrued interest	17.5		24.5
Accrued lease and franchise costs	39.1		65.8
Other accrued expenses	40.0		38.0
Deferred revenues	42.3		29.5
Short-term debt (Note 9)	—		80.0
Short-term operating lease liabilities (Note 6)	185.7		176.5
Other current liabilities	20.4		20.7
Total current liabilities	432.7		534.9
Long-term debt, net (Note 9)	2,616.6		2,620.8
Deferred income tax liabilities, net	13.2		14.6
Asset retirement obligation (Note 7)	36.1		35.9
Operating lease liabilities (Note 6)	1,258.4		1,252.0
Other liabilities	52.7		55.0
Total liabilities	4,409.7		4,513.2
Commitments and contingencies (Note 18)
Preferred stock (2021 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding; 2020 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding) (Note 10)	383.4		383.4
Stockholders’ equity (Note 10):
Common stock (2021 - 450.0 shares authorized, and 145.5 shares issued and outstanding; 2020 - 450.0 shares authorized, and 144.5 issued and outstanding)	1.5		1.4
Additional paid-in capital	2,095.5		2,090.8
Distribution in excess of earnings	(1,175.1)		(1,100.4)
Accumulated other comprehensive loss	(15.5)		(18.0)
Total stockholders’ equity	906.4		973.8
Non-controlling interests	14.4		26.5
Total equity	1,304.2		1,383.7
Total liabilities and equity	$	5,713.9	$	5,896.9

See accompanying notes to unaudited consolidated financial statements.

3

OUTFRONT Media Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 31,
(in millions, except per share amounts)	2021		2020
Revenues:
Billboard	$	223.6	$	270.9
Transit and other	35.6		114.4
Total revenues	259.2		385.3
Expenses:
Operating	177.6		224.8
Selling, general and administrative	76.5		90.8
Net gain on dispositions	(0.3)		(0.1)
Depreciation	20.0		21.0
Amortization	16.4		15.0
Total expenses	290.2		351.5
Operating income (loss)	(31.0)		33.8
Interest expense, net	(34.6)		(29.8)
Loss on extinguishment of debt	(6.3)		—
Other income, net	—		0.2
Income (loss) before benefit for income taxes and equity in earnings of investee companies	(71.9)		4.2
Benefit for income taxes	4.7		1.7
Equity in earnings of investee companies, net of tax	(0.4)		0.4
Net income (loss) before allocation to non-controlling interests	(67.6)		6.3
Net income attributable to non-controlling interests	0.1		0.2
Net income (loss) attributable to OUTFRONT Media Inc.	$	(67.7)	$	6.1
Net income (loss) per common share:
Basic	$	(0.52)	$	0.04
Diluted	$	(0.52)	$	0.04
Weighted average shares outstanding:
Basic	144.8		143.9
Diluted	144.8		144.7

See accompanying notes to unaudited consolidated financial statements.

4

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2021		2020
Net income (loss) before allocation to non-controlling interests	$	(67.6)	$	6.3
Net income attributable to non-controlling interests	0.1		0.2
Net income (loss) attributable to OUTFRONT Media Inc.	(67.7)		6.1
Other comprehensive loss, net of tax:
Cumulative translation adjustments	1.3		(10.5)
Net actuarial gain	—		0.7
Change in fair value of interest rate swap agreements	1.2		(4.3)
Total other comprehensive loss, net of tax	2.5		(14.1)
Total comprehensive loss	$	(65.2)	$	(8.0)

See accompanying notes to unaudited consolidated financial statements.

5

OUTFRONT Media Inc.

Consolidated Statements of Equity

(Unaudited)

	Stockholders’ Equity
(in millions, except per share amounts)	Shares of Common Stock	Common Stock ($0.01 per share par value)		Additional Paid-In Capital		Distribution in Excess of Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Non-Controlling Interests		Total Equity
Balance as of December 31, 2019	143.6	$	1.4	$	2,074.7	$	(964.6)	$	(17.7)	$	1,093.8	$	32.6	$	1,126.4
Net income	—	—		—		6.1		—		6.1		0.2		6.3
Other comprehensive loss	—	—		—		—		(14.1)		(14.1)		—		(14.1)
Stock-based payments:
Vested	1.0	—		—		—		—		—		—		—
Amortization	—	—		5.8		—		—		5.8		—		5.8
Shares paid for tax withholding for stock-based payments	(0.4)	—		(12.1)		—		—		(12.1)		—		(12.1)
Class A equity interest redemptions	0.2	—		4.4		—		—		4.4		(4.4)		—
Dividends ($0.38 per share)	—	—		—		(55.3)		—		(55.3)		—		(55.3)
Balance as of March 31, 2020	144.4	$	1.4	$	2,072.8	$	(1,013.8)	$	(31.8)	$	1,028.6	$	28.4	$	1,057.0

				Stockholders’ Equity
(in millions, except per share amounts)	Shares of Series A Preferred Stock	Series A Preferred Stock ($0.01 per share par value)		Shares of Common Stock	Common Stock ($0.01 per share par value)		Additional Paid-In Capital		Distribution in Excess of Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Non-Controlling Interests		Total Equity
Balance as of December 31, 2020	0.4	$	383.4	144.5	$	1.4	$	2,090.8	$	(1,100.4)	$	(18.0)	$	973.8	$	26.5	$	1,383.7
Net loss	—	—		—	—		—		(67.7)		—		(67.7)		0.1		(67.6)
Other comprehensive loss	—	—		—	—		—		—		2.5		2.5		—		2.5
Stock-based payments:
Vested	—	—		1.0	0.1		—		—		—		0.1		—		0.1
Amortization	—	—		—	—		6.0		—		—		6.0		—		6.0
Shares paid for tax withholding for stock-based payments	—	—		(0.5)	—		(8.7)		—		—		(8.7)		—		(8.7)
Class A equity interest redemptions	—	—		0.5	—		10.7		—		—		10.7		(10.7)		—
Series A Preferred Stock dividends (7%)	—	—		—	—		—		(7.0)		—		(7.0)		—		(7.0)
Other	—	—		—	—		(3.3)		—		—		(3.3)		(1.5)		(4.8)
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

See accompanying notes to unaudited consolidated financial statements.

6

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2021		2020
Operating activities:
Net income (loss) attributable to OUTFRONT Media Inc.	$	(67.7)	$	6.1
Adjustments to reconcile net income (loss) to net cash flow provided by (used for) operating activities:
Net income attributable to non-controlling interests	0.1		0.2
Depreciation and amortization	36.4		36.0
Deferred tax benefit	(5.2)		(1.8)
Stock-based compensation	6.0		5.8
Provision for doubtful accounts	(2.8)		8.1
Accretion expense	0.7		0.6
Net gain on dispositions	(0.3)		(0.1)
Loss on extinguishment of debt	6.3		—
Equity in earnings of investee companies, net of tax	0.4		(0.4)
Distributions from investee companies	0.3		1.2
Amortization of deferred financing costs and debt discount and premium	1.9		1.3
Change in assets and liabilities, net of investing and financing activities:
Decrease in receivables	47.2		19.7
Increase in prepaid MTA equipment deployment costs	(3.6)		(18.2)
(Increase) decrease in prepaid expenses and other current assets	1.2		(2.8)
Decrease in accounts payable and accrued expenses	(46.1)		(46.0)
Increase in operating lease assets and liabilities	0.4		1.3
Increase in deferred revenues	12.8		11.1
Decrease in income taxes	(0.1)		(0.7)
Other, net	1.3		(6.5)
Net cash flow provided by (used for) operating activities	(10.8)		14.9
Investing activities:
Capital expenditures	(9.4)		(18.2)
Acquisitions	(15.8)		(6.6)
MTA franchise rights	(4.2)		(2.8)
Net proceeds from dispositions	1.1		0.3
Return of investment in investee companies	—		0.6
Net cash flow used for investing activities	(28.3)		(26.7)
Financing activities:
Proceeds from long-term debt borrowings	500.0		495.0
Repayments of long-term debt borrowings	(500.0)		—
Proceeds from borrowings under short-term debt facilities	—		15.0
Repayments of borrowings under short-term debt facilities	(80.0)		—
Payments of deferred financing costs	(7.1)		(0.4)
Payments of debt extinguishment charges	(4.7)		—
Taxes withheld for stock-based compensation	(8.8)		(11.8)
Dividends	(7.3)		(55.6)
Other	(3.7)		—
Net cash flow provided by (used for) financing activities	(111.6)		442.2

7

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows (Continued)

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2021		2020
Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.3		(1.7)
Net increase (decrease) in cash, cash equivalents and restricted cash	(150.4)		428.7
Cash, cash equivalents and restricted cash at beginning of period	712.0		60.9
Cash, cash equivalents and restricted cash at end of period	$	561.6	$	489.6
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	0.5	$	0.8
Cash paid for interest	39.9		37.5
Non-cash investing and financing activities:
Accrued purchases of property and equipment	$	3.8	$	9.7
Accrued MTA franchise rights	7.0		5.0
Taxes withheld for stock-based compensation	—		0.2

See accompanying notes to unaudited consolidated financial statements.

8

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

OUTFRONT Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”) and Canada. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. and Canada. In total, we have displays in all of the 25 largest markets in the U.S. and approximately 150 markets across the U.S. and Canada. We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International.

In the third quarter of 2020, we sold all of our equity interests in certain of our subsidiaries (the “Sports Disposition”), which held all of the assets of our Sports Marketing operating segment, for a purchase price of approximately $34.6 million in cash, subject to closing and post-closing adjustments. The Sports Marketing operating segment was the marketing and multimedia rights holder for a variety of colleges, universities and other educational institutions across the United States. The operating results of our Sports Marketing operating segment through June 30, 2020, are included in our Consolidated Financial Statements.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. Certain reclassifications of prior year’s data have been made to conform to the current period’s presentation. Consistent with 2021, amortization of direct lease acquisition costs previously reported in Amortization have been reclassified to conform with the current period’s presentation. The impact of the reclassification is a decrease in Amortization of $11.3 million in the three months ended March 31, 2020, and a corresponding increase in Selling, general and administrative expenses (“SG&A”) on the Consolidated Statement of Operations. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the novel coronavirus (“COVID-19”) pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions, including the severity and duration of the COVID-19 pandemic.

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. Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, the Company cannot reasonably estimate the full impact of the COVID-19 pandemic on our business, financial condition and results of operations at this time, which may be material.

Note 2. New Accounting Standards

Adoption of New Accounting Standards

In the first quarter of 2021, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance for simplifying the accounting for income taxes by removing certain exceptions to the general principles of Accounting Standards Codification Topic 740, Income Taxes. The adoption of this guidance did not have a material effect on our consolidated financial statements.

9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Recent Pronouncements

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

Note 3. Restricted Cash

We have an escrow agreement in connection with one of our transit franchise contracts, which requires us to deposit funds into an escrow account to fund capital expenditures over the term of the transit franchise contract. As of March 31, 2021, we have $1.6 million of restricted cash deposited in the escrow account.

	As of
(in millions)	March 31, 2021		March 31, 2020		December 31, 2020
Cash and cash equivalents	$	560.0	$	487.8	$	710.4
Restricted cash	1.6		1.8		1.6
Cash, cash equivalents and restricted cash	$	561.6	$	489.6	$	712.0

Note 4. Property and Equipment, Net

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

		As of
(in millions)	Estimated Useful Lives	March 31, 2021		December 31, 2020
Land		$	102.6	$	98.0
Buildings	20 to 40 years	48.6		48.3
Advertising structures	5 to 20 years	1,908.3		1,897.7
Furniture, equipment and other	3 to 10 years	170.7		168.5
Construction in progress		24.1		25.1
		2,254.3		2,237.6
Less: Accumulated depreciation		1,625.1		1,603.4
Property and equipment, net		$	629.2	$	634.2

Depreciation expense was $20.0 million in the three months ended March 31, 2021, and $21.0 million in the three months ended March 31, 2020.

Note 5. Intangible Assets

Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements, and franchise agreements, which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

10

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization		Net
As of March 31, 2021:
Permits and leasehold agreements	$	1,200.4	$	(787.9)	$	412.5
Franchise agreements	519.1		(388.6)		130.5
Other intangible assets	22.1		(19.3)		2.8
Total intangible assets	$	1,741.6	$	(1,195.8)	$	545.8
As of December 31, 2020:
Permits and leasehold agreements	$	1,190.0	$	(777.1)	$	412.9
Franchise agreements	514.7		(383.7)		131.0
Other intangible assets	45.8		(42.2)		3.6
Total intangible assets	$	1,750.5	$	(1,203.0)	$	547.5

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $16.4 million in the three months ended March 31, 2021, and $15.0 million in the three months ended March 31, 2020.

Note 6. Leases

Lessee

As of March 31, 2021, we have operating lease assets of $1.4 billion, short-term operating lease liabilities of $185.7 million and non-current operating lease liabilities of $1.3 billion. As of December 31, 2020, we had operating lease assets of $1.4 billion, short-term operating lease liabilities of $176.5 million and non-current operating lease liabilities of $1.3 billion. As of March 31, 2021, the weighted-average remaining lease term was 10.5 years and the weighted-average discount rate was 5.4%.

For the three months ended March 31, 2021, we recorded operating lease costs of $93.7 million in Operating expenses and $2.1 million in Selling, general and administrative expenses. For the three months ended March 31, 2021, these costs include $13.9 million of variable operating lease costs. For the three months ended March 31, 2020, we recorded operating lease costs of $102.5 million in Operating expenses and $2.2 million in Selling, general and administrative expenses. For the three months ended March 31, 2020, these costs include $22.1 million of variable operating lease costs. For each of the three months ended March 31, 2021 and 2020, sublease income was immaterial.

For the three months ended March 31, 2021, cash paid for operating leases was $97.9 million and leased assets obtained in exchange for new operating lease liabilities was $69.1 million. For the three months ended March 31, 2020, cash paid for operating leases was $108.6 million and leased assets obtained in exchange for new operating lease liabilities was $77.2 million.

Lessor

We recorded rental income of $215.8 million for the three months ended March 31, 2021, and $262.3 million for the three months ended March 31, 2020, in Revenues on our Consolidated Statement of Operations.

11

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 7. Asset Retirement Obligation

The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience.

(in millions)
As of December 31, 2020	$	35.9
Accretion expense	0.7
Additions	0.1
Liabilities settled	(0.6)
As of March 31, 2021	$	36.1

Note 8. Related Party Transactions

We have a 50% ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures which currently operate a total of seven billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled $9.8 million as of March 31, 2021, and $10.5 million as of December 31, 2020, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $1.1 million in the three months ended March 31, 2021, and $1.5 million in the three months ended March 31, 2020.

12

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 9. Debt

Debt, net, consists of the following:

	As of
(in millions, except percentages)	March 31, 2021			December 31, 2020
Short-term debt:
Repurchase Facility	$	—		$	80.0
Total short-term debt	—			80.0
Long-term debt:
Term loan, due 2026	597.9			597.8
Senior unsecured notes:
5.625% senior unsecured notes, due 2024	—			501.3
6.250% senior unsecured notes, due 2025	400.0			400.0
5.000% senior unsecured notes, due 2027	650.0			650.0
4.250% senior unsecured notes, due 2029	500.0			—
4.625% senior unsecured notes, due 2030	500.0			500.0
Total senior unsecured notes	2,050.0			2,051.3
Debt issuance costs	(31.3)			(28.3)
Total long-term debt, net	2,616.6			2,620.8
Total debt, net	$	2,616.6		$	2,700.8
Weighted average cost of debt	4.3		%	4.5		%

Term Loan

The interest rate on the term loan due in 2026 (the “Term Loan”) was 1.9% per annum as of March 31, 2021. As of March 31, 2021, a discount of $2.1 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

Revolving Credit Facility

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

As of March 31, 2021, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.4 million in the three months ended March 31, 2021, and $0.3 million in the three months ended March 31, 2020. As of March 31, 2021, we had issued letters of credit totaling approximately $2.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of March 31, 2021, we had issued letters of credit totaling approximately $72.0 million under our aggregate $78.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three months ended March 31, 2021 and 2020.

13

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Accounts Receivable Securitization Facilities

As of March 31, 2021, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended, and a 364-day uncommitted structured repurchase facility (the “Repurchase Facility” and together with the AR Facility, the “AR Securitization Facilities”), which terminates in June 2021, unless further extended.

In connection with the AR Securitization Facilities, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

In connection with the Repurchase Facility, the Originators may borrow funds collateralized by subordinated notes (the “Subordinated Notes”) issued by the SPVs in favor of their respective Originators and representing a portion of the outstanding balance of the accounts receivable assets sold by the Originators to the SPVs under the AR Facility. The Subordinated Notes will be transferred to MUFG, as repurchase buyer, on an uncommitted basis, and subject to repurchase by the applicable Originators on termination of the Repurchase Facility. The Originators have granted MUFG a security interest in the Subordinated Notes to secure their obligations under the agreements governing the Repurchase Facility, and the Company has agreed to guarantee the Originators’ obligations under the agreements governing the Repurchase Facility.

As of March 31, 2021, there were no outstanding borrowings under either the AR Facility or the Repurchase Facility. As of March 31, 2021, there was no borrowing capacity remaining under the AR Facility based on approximately $207.9 million of accounts receivable used as collateral for the AR Securitization Facilities and a related voluntary temporary suspension of the AR Facility, and there was $80.0 million of borrowing capacity remaining under the Repurchase Facility, in accordance with the agreements governing the AR Securitization Facilities. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three months ended March 31, 2021 and 2020.

Senior Unsecured Notes

On January 19, 2021, two of our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”) issued $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”) in a private placement. The 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2029 Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2021. On or after January 15, 2024, the Borrowers may redeem at any time, or from time to time, some or all of the 2029 Notes. Prior to such date, the Borrowers may redeem up to 40% of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50% of the aggregate principal amount of the 2029 Notes will remain outstanding after the redemption.

On February 16, 2021, we used the net proceeds from the issuance of the 2029 Notes, together with cash on hand, to redeem all of our outstanding 5.625% Senior Unsecured Notes due 2024 (the “2024 Notes”) and to pay accrued and unpaid interest on the 2024 Notes, if any, to, but excluding, the redemption date, and to pay fees and expenses in connection with the 2029 Notes offering and the 2024 Notes redemption. In the first quarter of 2021, we recorded a Loss on extinguishment of debt of $6.3 million relating to the 2024 Notes on the Consolidated Statement of Operations.

14

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Debt Covenants

Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Securitization Facilities, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness. One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of March 31, 2021, our Consolidated Total Leverage Ratio was 12.7 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Securitization Facilities) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of March 31, 2021, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement. As of March 31, 2021, we are in compliance with our debt covenants.

On April 15, 2020, the Company, along with the Borrowers, and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to the Credit Agreement. The Amendment provides that for the period from April 15, 2020 through September 30, 2021 (i) the Company’s Consolidated Net Secured Leverage Ratio shall be calculated by substituting the Company’s Consolidated EBITDA for each of the quarterly periods ended June 30, 2020 and September 30, 2020, included in any last twelve month compliance testing period, with the Company’s historical Consolidated EBITDA for each of the quarterly periods ended June 30, 2019 and September 30, 2019, respectively; and (ii) the Company will not make any Restricted Payments (as defined in the Credit Agreement) without the consent of the applicable lenders under the Credit Agreement, subject to certain exceptions such as payments necessary to maintain the Company’s REIT status, including any payments on any class of the Company’s capital stock that is required to be made prior to the payment of a dividend or distribution on the Company’s common stock and the Company’s existing payment obligations to holders of the Class A equity interests in Outfront Canada (as defined in Note 10. Equity to the Consolidated Financial Statements).

Deferred Financing Costs

As of March 31, 2021, we had deferred $35.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes.

Interest Rate Swap Agreements

We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate debt. The fair value of these swap positions was a net liability of approximately $4.3 million as of March 31, 2021, and $5.6 million as of December 31, 2020, and is included in Other liabilities on our Consolidated Statement of Financial Position.

As of March 31, 2021, under the terms of these agreements, we will pay interest based on an aggregate notional amount of $200.0 million, under a weighted-average fixed interest rate of 2.7%, with a receive rate of one-month LIBOR and which mature at various dates until June 30, 2022. The one-month LIBOR rate was approximately 0.1% as of March 31, 2021.

15

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Fair Value

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; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $2.7 billion as of March 31, 2021, and $2.8 billion as of December 31, 2020. The fair value of our debt as of both March 31, 2021, and December 31, 2020, is classified as Level 2. The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $4.3 million as of March 31, 2021, and $5.6 million as of December 31, 2020. The aggregate fair value of our interest rate cash flow swap agreements as of both March 31, 2021 and December 31, 2020, is classified as Level 2.

Note 10. Equity

As of March 31, 2021, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 145,538,216 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with 400,000 shares of Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share, issued and outstanding.

The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend and distribution rights. Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0% per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”). Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash. So long as any shares of Series A Preferred Stock remain outstanding, the Company may not declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period. 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. Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

During the three months ended March 31, 2021, we paid cash dividends of $7.0 million on the Series A Preferred Stock. As of March 31, 2021, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was 25.0 million shares.

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”). The Class A equity interests are entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock. The Class A equity interests may be redeemed by the holders in exchange for shares of the Company’s common stock on a one-for-one basis (subject to anti-dilution adjustments) or, at the Company’s option, cash equal to the then fair market value of the shares of the Company’s common stock. The Company is also subject to limitations on its ability to sell or otherwise dispose of the assets acquired in Canada until June 2022, unless it pays holders of the Class A equity interests in Outfront Canada an amount intended to approximate their resulting tax liability, plus a tax gross-up.

16

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

During the three months ended March 31, 2021, we made no distributions to holders of the Class A equity interests. As of March 31, 2021, 1,527,579 Class A equity interests have been redeemed for shares of the Company’s common stock.

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. No shares were sold under the ATM Program during the three months ended March 31, 2021. As of March 31, 2021, we had approximately $232.5 million of capacity remaining under the ATM Program.

Note 11. Revenues

The following table summarizes revenues by source:

	Three Months Ended
	March 31,
(in millions)	2021		2020
Billboard:
Static displays	$	165.1	$	201.1
Digital displays	49.3		60.4
Other	9.2		9.4
Billboard revenues	223.6		270.9
Transit:
Static displays	23.9		65.1
Digital displays	6.4		27.7
Other	4.6		7.4
Total transit revenues	34.9		100.2
Sports marketing and other	0.7		14.2
Transit and other revenues	35.6		114.4
Total revenues	$	259.2	$	385.3

Rental income was $215.8 million in the three months ended March 31, 2021, and $262.3 million in the three months ended March 31, 2020, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

	Three Months Ended
	March 31,
(in millions)	2021		2020
United States:
Billboard	$	212.5	$	256.5
Transit and other	32.9		98.2
Sports marketing and other	0.7		14.2
Total United States revenues	246.1		368.9
Canada	13.1		16.4
Total revenues	$	259.2	$	385.3

We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2020, during the three months ended March 31, 2021.

17

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 12. Restructuring Charges

As of March 31, 2021, $1.0 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

Note 13. Acquisitions

We completed several asset acquisitions for a total purchase price of approximately $15.8 million in the three months ended March 31, 2021, and $6.6 million in the three months ended March 31, 2020.

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 2022 for an estimated purchase price of $9.2 million, subject to customary closing conditions and the timing of site development.

Note 14. Stock-Based Compensation

In the first quarter of 2021, the Company granted one-time equity award grants to our executive officers. The grant values of the one-time restricted share unit (“RSU”) awards were equal to 100% of each executive officer’s current base salary, and comprised of 60% performance-based RSUs (“PRSUs”), which contain a market and service condition, and 40% time-based RSUs, which only contain a service condition. The PRSU market condition will be based on the Company’s total shareholder return (“TSR”) relative to the TSRs of the companies in the iShares Evolved U.S. Media and Entertainment Index as of January 1, 2021, measured over a two-year performance period, with the number of PRSUs eligible to vest ranging from 0% to 200% of target based on a percentile ranking of the Company’s relative TSR. Subject to the market condition, these one-time equity grants will cliff vest in full on the second anniversary of the award grant date. A Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2021 and 2020.

	Three Months Ended
	March 31,
(in millions)	2021		2020
Stock-based compensation expenses (RSUs and PRSUs), before income taxes	$	6.0	$	5.8
Tax benefit	(0.3)		(0.4)
Stock-based compensation expense, net of tax	$	5.7	$	5.4

As of March 31, 2021, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $52.6 million, which is expected to be recognized over a weighted average period of 2.1 years.

18

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

RSUs and PRSUs

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

	Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2020	2,208,059	$	24.80
Granted:
RSUs	954,350	21.48
PRSUs	567,571	23.34
Vested:
RSUs	(651,997)	24.55
PRSUs	(239,202)	21.81
Forfeitures:
RSUs	(6,178)