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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from |
to |
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Commission File Number: 001-36367
OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)
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| Maryland |
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46-4494703 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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| 90 Park Avenue, 9th Floor |
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| New York, |
NY |
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10016 |
(Address of principal executive offices) |
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(Zip Code) |
(212) 297-6400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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|
|
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 August 5, 2025, the number of shares outstanding of the registrant’s common stock was 167,224,576.
OUTFRONT MEDIA INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
PART I
Item 1. Financial Statements.
OUTFRONT Media Inc.
Consolidated Statements of Financial Position
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
| (in millions) |
|
June 30, 2025 |
|
December 31, 2024 |
| Assets: |
|
|
|
|
| Current assets: |
|
|
|
|
| Cash and cash equivalents |
|
$ |
28.5 |
|
|
$ |
46.9 |
|
Receivables, less allowance ($21.0 in 2025 and $20.6 in 2024) |
|
299.6 |
|
|
305.3 |
|
| Prepaid lease and transit franchise costs |
|
2.8 |
|
|
4.0 |
|
| Other prepaid expenses |
|
14.2 |
|
|
17.8 |
|
| Other current assets |
|
10.0 |
|
|
11.8 |
|
| Total current assets |
|
355.1 |
|
|
385.8 |
|
| Property and equipment, net (Note 3) |
|
647.5 |
|
|
648.9 |
|
| Goodwill |
|
2,006.4 |
|
|
2,006.4 |
|
| Intangible assets (Note 4) |
|
635.2 |
|
|
652.0 |
|
| Operating lease assets (Note 5) |
|
1,486.7 |
|
|
1,503.8 |
|
| Other assets |
|
18.1 |
|
|
18.3 |
|
| Total assets |
|
$ |
5,149.0 |
|
|
$ |
5,215.2 |
|
|
|
|
|
|
| Liabilities: |
|
|
|
|
| Current liabilities: |
|
|
|
|
| Accounts payable |
|
$ |
40.6 |
|
|
$ |
51.4 |
|
| Accrued compensation |
|
48.9 |
|
|
56.7 |
|
| Accrued interest |
|
34.2 |
|
|
34.5 |
|
| Accrued lease and franchise costs |
|
66.3 |
|
|
82.8 |
|
| Other accrued expenses |
|
59.6 |
|
|
54.3 |
|
| Deferred revenues |
|
44.5 |
|
|
42.8 |
|
|
|
|
|
|
| Short-term debt (Note 8) |
|
70.0 |
|
|
10.0 |
|
| Short-term operating lease liabilities (Note 5) |
|
178.6 |
|
|
168.7 |
|
| Other current liabilities |
|
37.8 |
|
|
19.6 |
|
| Total current liabilities |
|
580.5 |
|
|
520.8 |
|
| Long-term debt, net (Note 8) |
|
2,484.8 |
|
|
2,482.5 |
|
|
|
|
|
|
| Asset retirement obligation (Note 6) |
|
34.3 |
|
|
33.9 |
|
| Operating lease liabilities (Note 5) |
|
1,331.0 |
|
|
1,351.8 |
|
| Other liabilities |
|
38.6 |
|
|
42.2 |
|
| Total liabilities |
|
4,469.2 |
|
|
4,431.2 |
|
|
|
|
|
|
| Commitments and contingencies (Note 17) |
|
|
|
|
|
|
|
|
|
| Redeemable noncontrolling interests (Notes 9 and 19) |
|
19.4 |
|
|
13.6 |
|
Preferred stock (2025 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding; 2024 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding) (Note 10) |
|
119.8 |
|
|
119.8 |
|
| Stockholders’ equity (Note 10): |
|
|
|
|
Common stock (2025 - 450.0 shares authorized, and 167.1 shares issued and outstanding; 2024 - 450.0 shares authorized, and 166.0 issued and outstanding) |
|
1.7 |
|
|
1.7 |
|
| Additional paid-in capital |
|
2,489.8 |
|
|
2,493.6 |
|
| Distribution in excess of earnings |
|
(1,952.3) |
|
|
(1,846.2) |
|
| Accumulated other comprehensive loss |
|
(0.1) |
|
|
(0.1) |
|
| Total stockholders’ equity |
|
539.1 |
|
|
649.0 |
|
| Noncontrolling interests |
|
1.5 |
|
|
1.6 |
|
| Total liabilities and equity |
|
$ |
5,149.0 |
|
|
$ |
5,215.2 |
|
See accompanying notes to unaudited consolidated financial statements.
OUTFRONT Media Inc.
Consolidated Statements of Operations
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
| (in millions, except per share amounts) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Revenues |
|
$ |
460.2 |
|
|
$ |
477.3 |
|
|
$ |
850.9 |
|
|
$ |
885.8 |
|
| Expenses: |
|
|
|
|
|
|
|
|
| Operating |
|
231.5 |
|
|
239.8 |
|
|
452.8 |
|
|
478.5 |
|
| Selling, general and administrative |
|
110.6 |
|
|
119.1 |
|
|
225.3 |
|
|
229.6 |
|
| Restructuring charges |
|
19.8 |
|
|
— |
|
|
19.8 |
|
|
— |
|
| Net (gain) loss on dispositions |
|
1.1 |
|
|
(155.2) |
|
|
1.2 |
|
|
(155.1) |
|
| Impairment charges |
|
— |
|
|
8.8 |
|
|
— |
|
|
17.9 |
|
| Depreciation |
|
23.6 |
|
|
18.4 |
|
|
47.2 |
|
|
36.9 |
|
| Amortization |
|
17.4 |
|
|
17.3 |
|
|
34.5 |
|
|
34.9 |
|
| Total expenses |
|
404.0 |
|
|
248.2 |
|
|
780.8 |
|
|
642.7 |
|
| Operating income |
|
56.2 |
|
|
229.1 |
|
|
70.1 |
|
|
243.1 |
|
| Interest expense, net |
|
(36.5) |
|
|
(41.1) |
|
|
(72.5) |
|
|
(82.5) |
|
| Loss on extinguishment of debt |
|
— |
|
|
(1.2) |
|
|
— |
|
|
(1.2) |
|
| Other income, net |
|
— |
|
|
1.1 |
|
|
— |
|
|
1.1 |
|
| Income (loss) before provision for income taxes and equity in earnings of investee companies |
|
19.7 |
|
|
187.9 |
|
|
(2.4) |
|
|
160.5 |
|
| Provision for income taxes |
|
(0.2) |
|
|
(11.1) |
|
|
(0.7) |
|
|
(10.6) |
|
| Equity in earnings of investee companies, net of tax |
|
— |
|
|
0.2 |
|
|
1.9 |
|
|
— |
|
| Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests |
|
19.5 |
|
|
177.0 |
|
|
(1.2) |
|
|
149.9 |
|
| Net income (loss) attributable to redeemable and non-redeemable noncontrolling interests |
|
— |
|
|
0.2 |
|
|
(0.1) |
|
|
0.3 |
|
| Net income (loss) attributable to OUTFRONT Media Inc. |
|
$ |
19.5 |
|
|
$ |
176.8 |
|
|
$ |
(1.1) |
|
|
$ |
149.6 |
|
|
|
|
|
|
|
|
|
|
| Net income (loss) per common share: |
|
|
|
|
|
|
|
|
| Basic |
|
$ |
0.10 |
|
|
$ |
1.08 |
|
|
$ |
(0.03) |
|
|
$ |
0.90 |
|
| Diluted |
|
$ |
0.10 |
|
|
$ |
1.04 |
|
|
$ |
(0.03) |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
| Basic |
|
167.1 |
|
|
161.9 |
|
|
166.8 |
|
|
161.7 |
|
| Diluted |
|
168.0 |
|
|
170.5 |
|
|
166.8 |
|
|
170.2 |
|
See accompanying notes to unaudited consolidated financial statements.
OUTFRONT Media Inc.
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
| (in millions) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests |
|
$ |
19.5 |
|
|
$ |
177.0 |
|
|
$ |
(1.2) |
|
|
$ |
149.9 |
|
| Net income (loss) attributable to redeemable and non-redeemable noncontrolling interests |
|
— |
|
|
0.2 |
|
|
(0.1) |
|
|
0.3 |
|
| Net income (loss) attributable to OUTFRONT Media Inc. |
|
19.5 |
|
|
176.8 |
|
|
(1.1) |
|
|
149.6 |
|
| Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
| Cumulative translation adjustments |
|
— |
|
|
(0.9) |
|
|
— |
|
|
(4.0) |
|
|
|
|
|
|
|
|
|
|
| Write-off of currency translation losses related to a disposition |
|
— |
|
|
9.5 |
|
|
— |
|
|
9.5 |
|
| Total other comprehensive income, net of tax |
|
— |
|
|
8.6 |
|
|
— |
|
|
5.5 |
|
| Total comprehensive income (loss) |
|
$ |
19.5 |
|
|
$ |
185.4 |
|
|
$ |
(1.1) |
|
|
$ |
155.1 |
|
See accompanying notes to unaudited consolidated financial statements.
OUTFRONT Media Inc.
Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
|
|
|
| (in millions, except per share amounts) |
|
Redeemable Non-controlling Interests |
|
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 |
Balance as of March 31, 2024 |
|
$ |
34.9 |
|
|
$ |
0.1 |
|
|
$ |
119.8 |
|
|
$ |
161.9 |
|
|
$ |
1.7 |
|
|
$ |
2,398.6 |
|
|
$ |
(1,900.5) |
|
|
$ |
(8.9) |
|
|
$ |
490.9 |
|
|
$ |
1.6 |
|
| Net income |
|
0.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
176.8 |
|
|
— |
|
|
176.8 |
|
|
— |
|
| Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8.6 |
|
|
8.6 |
|
|
— |
|
| Stock-based payments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vested |
|
— |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Amortization |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7.6 |
|
|
— |
|
|
— |
|
|
7.6 |
|
|
— |
|
| Shares paid for tax withholding for stock-based payments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.2) |
|
|
— |
|
|
— |
|
|
(0.2) |
|
|
— |
|
Series A Preferred Stock dividends (7%) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2.2) |
|
|
— |
|
|
(2.2) |
|
|
— |
|
Dividends ($0.30 per share) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(49.9) |
|
|
— |
|
|
(49.9) |
|
|
— |
|
| Adjustment to redeemable value of noncontrolling interests |
|
2.9 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2.9) |
|
|
— |
|
|
— |
|
|
(2.9) |
|
|
— |
|
| Other |
|
0.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Balance as of June 30, 2024 |
|
$ |
38.2 |
|
|
0.1 |
|
|
$ |
119.8 |
|
|
162.0 |
|
|
$ |
1.7 |
|
|
$ |
2,403.1 |
|
|
$ |
(1,775.8) |
|
|
$ |
(0.3) |
|
|
$ |
628.7 |
|
|
$ |
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2025 |
|
$ |
17.4 |
|
|
$ |
0.1 |
|
|
$ |
119.8 |
|
|
$ |
167.1 |
|
|
$ |
1.7 |
|
|
$ |
2,484.4 |
|
|
$ |
(1,919.1) |
|
|
$ |
(0.1) |
|
|
$ |
566.9 |
|
|
$ |
1.6 |
|
| Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
19.5 |
|
|
— |
|
|
19.5 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based payments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8.2 |
|
|
— |
|
|
— |
|
|
8.2 |
|
|
— |
|
| Shares paid for tax withholding for stock-based payments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.9) |
|
|
— |
|
|
— |
|
|
(0.9) |
|
|
— |
|
Series A Preferred Stock dividends (7%) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2.2) |
|
|
— |
|
|
(2.2) |
|
|
— |
|
Dividends ($0.30 per share) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(50.5) |
|
|
— |
|
|
(50.5) |
|
|
— |
|
| Adjustment to redeemable value of noncontrolling interests |
|
1.9 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.9) |
|
|
— |
|
|
— |
|
|
(1.9) |
|
|
— |
|
| Other |
|
0.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
Balance as of June 30, 2025 |
|
$ |
19.4 |
|
|
0.1 |
|
|
$ |
119.8 |
|
|
167.1 |
|
|
$ |
1.7 |
|
|
$ |
2,489.8 |
|
|
$ |
(1,952.3) |
|
|
$ |
(0.1) |
|
|
$ |
539.1 |
|
|
$ |
1.5 |
|
OUTFRONT Media Inc.
Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
|
|
|
| (in millions, except per share amounts) |
|
Redeemable Non-controlling Interests |
|
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 |
| Balance as of December 31, 2023 |
|
$ |
31.3 |
|
|
0.1 |
|
|
$ |
119.8 |
|
|
161.1 |
|
|
$ |
1.7 |
|
|
$ |
2,402.5 |
|
|
$ |
(1,821.1) |
|
|
$ |
(5.8) |
|
|
$ |
577.3 |
|
|
$ |
1.7 |
|
| Net income |
|
0.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
149.6 |
|
|
— |
|
|
149.6 |
|
|
— |
|
| Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5.5 |
|
|
5.5 |
|
|
— |
|
| Stock-based payments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vested |
|
— |
|
|
— |
|
|
— |
|
|
1.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Amortization |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
14.8 |
|
|
— |
|
|
— |
|
|
14.8 |
|
|
— |
|
| Shares paid for tax withholding for stock-based payments |
|
— |
|
|
— |
|
|
— |
|
|
(0.6) |
|
|
— |
|
|
(7.7) |
|
|
— |
|
|
— |
|
|
(7.7) |
|
|
— |
|
Series A Preferred Stock dividends (7%) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(4.4) |
|
|
— |
|
|
(4.4) |
|
|
— |
|
Dividends ($0.60 per share) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(99.9) |
|
|
— |
|
|
(99.9) |
|
|
— |
|
| Adjustment to redeemable value of noncontrolling interests |
|
6.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6.5) |
|
|
— |
|
|
— |
|
|
(6.5) |
|
|
— |
|
| Other |
|
0.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
Balance as of June 30, 2024 |
|
$ |
38.2 |
|
|
0.1 |
|
|
$ |
119.8 |
|
|
162.0 |
|
|
$ |
1.7 |
|
|
$ |
2,403.1 |
|
|
$ |
(1,775.8) |
|
|
$ |
(0.3) |
|
|
$ |
628.7 |
|
|
$ |
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of December 31, 2024 |
|
$ |
13.6 |
|
|
0.1 |
|
|
$ |
119.8 |
|
|
166.0 |
|
|
$ |
1.7 |
|
|
$ |
2,493.6 |
|
|
$ |
(1,846.2) |
|
|
$ |
(0.1) |
|
|
$ |
649.0 |
|
|
$ |
1.6 |
|
| Net loss |
|
(0.1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.1) |
|
|
— |
|
|
(1.1) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based payments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vested |
|
— |
|
|
— |
|
|
— |
|
|
1.9 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Amortization |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17.7 |
|
|
— |
|
|
— |
|
|
17.7 |
|
|
— |
|
| Shares paid for tax withholding for stock-based payments |
|
— |
|
|
— |
|
|
— |
|
|
(0.8) |
|
|
— |
|
|
(15.8) |
|
|
— |
|
|
— |
|
|
(15.8) |
|
|
— |
|
Series A Preferred Stock dividends (7%) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(4.4) |
|
|
— |
|
|
(4.4) |
|
|
— |
|
Dividends ($0.60 per share) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(100.6) |
|
|
— |
|
|
(100.6) |
|
|
— |
|
| Adjustment to redeemable value of noncontrolling interests |
|
5.7 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5.7) |
|
|
— |
|
|
— |
|
|
(5.7) |
|
|
— |
|
| Other |
|
0.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
Balance as of June 30, 2025 |
|
$ |
19.4 |
|
|
0.1 |
|
|
$ |
119.8 |
|
|
167.1 |
|
|
$ |
1.7 |
|
|
$ |
2,489.8 |
|
|
$ |
(1,952.3) |
|
|
$ |
(0.1) |
|
|
$ |
539.1 |
|
|
$ |
1.5 |
|
See accompanying notes to unaudited consolidated financial statements.
OUTFRONT Media Inc.
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
June 30, |
| (in millions) |
|
2025 |
|
2024 |
| Operating activities: |
|
|
|
|
| Net income (loss) attributable to OUTFRONT Media Inc. |
|
$ |
(1.1) |
|
|
$ |
149.6 |
|
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities: |
|
|
|
|
| Net income (loss) attributable to redeemable and non-redeemable noncontrolling interests |
|
(0.1) |
|
|
0.3 |
|
| Depreciation and amortization |
|
81.7 |
|
|
71.8 |
|
| Deferred tax benefit |
|
— |
|
|
(1.2) |
|
| Stock-based compensation |
|
17.7 |
|
|
14.8 |
|
| Provision for doubtful accounts |
|
2.9 |
|
|
2.2 |
|
| Accretion expense |
|
1.4 |
|
|
1.5 |
|
| Net (gain) loss on dispositions |
|
1.2 |
|
|
(155.1) |
|
|
|
|
|
|
| Loss on extinguishment of debt |
|
— |
|
|
1.2 |
|
| Equity in earnings of investee companies, net of tax |
|
(1.9) |
|
|
— |
|
| Distributions from investee companies |
|
0.3 |
|
|
0.8 |
|
| Amortization of deferred financing costs and debt discount |
|
3.0 |
|
|
3.1 |
|
| Change in assets and liabilities, net of investing and financing activities: |
|
|
|
|
| Decrease in receivables |
|
2.8 |
|
|
11.0 |
|
|
|
|
|
|
| Decrease in prepaid expenses and other current assets |
|
5.9 |
|
|
3.8 |
|
| Decrease in accounts payable and accrued expenses |
|
(36.2) |
|
|
(26.8) |
|
| Increase in operating lease assets and liabilities |
|
7.7 |
|
|
8.6 |
|
| Increase in deferred revenues |
|
1.7 |
|
|
6.6 |
|
| Increase (decrease) in income taxes |
|
(0.7) |
|
|
10.6 |
|
| Decrease in assets and liabilities held for sale, net |
|
— |
|
|
(2.1) |
|
| Other, net |
|
14.4 |
|
|
0.9 |
|
Net cash flow provided by operating activities |
|
100.7 |
|
|
101.6 |
|
|
|
|
|
|
Investing activities: |
|
|
|
|
| Capital expenditures |
|
(42.9) |
|
|
(42.3) |
|
| Acquisitions |
|
(8.5) |
|
|
(7.6) |
|
| MTA franchise rights |
|
(12.5) |
|
|
— |
|
| Net proceeds from dispositions |
|
0.9 |
|
|
309.4 |
|
|
|
|
|
|
| Return of investment in investee companies |
|
1.5 |
|
|
— |
|
| Net cash flow provided by (used for) investing activities |
|
(61.5) |
|
|
259.5 |
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
| Repayments of long-term debt borrowings |
|
— |
|
|
(200.0) |
|
| Proceeds from borrowings under short-term debt facilities |
|
90.0 |
|
|
95.0 |
|
| Repayments of borrowings under short-term debt facilities |
|
(30.0) |
|
|
(130.0) |
|
| Payments of deferred financing costs |
|
(0.1) |
|
|
(0.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Taxes withheld for stock-based compensation |
|
(12.2) |
|
|
(7.5) |
|
|
|
|
|
|
| Dividends |
|
(105.3) |
|
|
(104.4) |
|
|
|
|
|
|
Net cash flow used for financing activities |
|
(57.6) |
|
|
(347.1) |
|
OUTFRONT Media Inc.
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
June 30, |
| (in millions) |
|
2025 |
|
2024 |
Effect of exchange rate changes on cash and cash equivalents |
|
— |
|
|
(0.4) |
|
Net increase (decrease) in cash and cash equivalents |
|
(18.4) |
|
|
13.6 |
|
Cash and cash equivalents at beginning of period |
|
46.9 |
|
|
36.0 |
|
Cash and cash equivalents at end of period |
|
$ |
28.5 |
|
|
$ |
49.6 |
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
Cash paid for income taxes |
|
$ |
1.4 |
|
|
$ |
1.2 |
|
Cash paid for interest |
|
70.1 |
|
|
79.9 |
|
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
Accrued purchases of property and equipment |
|
$ |
10.0 |
|
|
$ |
7.4 |
|
| Accrued MTA franchise rights |
|
1.7 |
|
|
— |
|
| Taxes withheld for stock-based compensation |
|
3.6 |
|
|
0.2 |
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
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.”). 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. In total, we have displays in approximately 120 markets across the U.S., including the 25 largest markets in the U.S. We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit. Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other. Historical operating results of our Canadian operations are included in Other through the date of sale.
On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which held all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”). (See Note 13. Acquisitions and Dispositions: Dispositions.)
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 presentation of our financial position, results of operations and cash flows for the periods presented. 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, 2024, filed with the SEC on February 28, 2025.
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, 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.
On January 17, 2025, the Company effected a Reverse Stock Split (as defined below) of the Company’s common stock (see Note 10. Equity). All shares of the Company’s common stock and per-share data included in these consolidated financial statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.
Revision of Previously Issued Financial Information
In the third quarter of 2024, we identified an error related to the accounting for noncontrolling interests in our consolidated joint ventures, which include buy/sell clauses. The error related to the appropriate classification of these noncontrolling interests as redeemable and recognition of these redeemable noncontrolling interests at the maximum redemption value for each period. The Company assessed the materiality of the error on its previously issued financial statements in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99 and SAB No. 108 and concluded that the amount was not material, individually or in the aggregate, to any of its previously issued financial statements, but would have been material to certain of our financial statements in the current period. Accordingly, we have revised our previously issued financial information. All relevant prior period amounts affected by these revisions have been corrected in the applicable Notes to the Consolidated Financial Statements, as appropriate. Any prior periods not presented herein may be revised in future filings to the extent necessary. (See Note 19. Revised Consolidated Financial Information.)
The impact of the revisions has been reflected throughout the Consolidated Financial Statements, including the applicable Notes to the Consolidated Financial Statements, as appropriate.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 2. New Accounting Standards
Adoption of New Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024. Retrospective application is permitted. We are currently evaluating the impact of this guidance on our 2025 annual consolidated financial statements.
Recent Pronouncements
In November 2024 and January 2025, the FASB issued guidance to improve disclosure of expenses by providing more detailed information about specific expense categories included in commonly presented financial statement expense captions in the notes to the financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This guidance does not change or remove current expense disclosure requirements and will not have any impact on our consolidated financial statements. We are evaluating the impact to our Notes to the Consolidated Financial Statements.
Note 3. 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 |
|
June 30, 2025 |
|
December 31, 2024 |
| Land |
|
|
|
$ |
110.3 |
|
|
$ |
110.2 |
|
| Buildings |
|
15 to 35 years |
|
47.9 |
|
|
47.1 |
|
| Advertising structures |
|
3 to 20 years |
|
1,771.9 |
|
|
1,752.8 |
|
| Furniture, equipment and other |
|
3 to 10 years |
|
194.3 |
|
|
186.8 |
|
| Construction in progress |
|
|
|
33.7 |
|
|
32.9 |
|
|
|
|
|
2,158.1 |
|
|
2,129.8 |
|
| Less: Accumulated depreciation |
|
|
|
1,510.6 |
|
|
1,480.9 |
|
| Property and equipment, net |
|
|
|
$ |
647.5 |
|
|
$ |
648.9 |
|
Depreciation expense was $23.6 million in the three months ended June 30, 2025, $18.4 million in the three months ended June 30, 2024, $47.2 million in the six months ended June 30, 2025, and $36.9 million in the six months ended June 30, 2024.
Note 4. 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.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Our identifiable intangible assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions) |
|
Gross |
|
Accumulated Amortization |
|
Impairment |
|
Net |
| As of June 30, 2025: |
|
|
|
|
|
|
|
|
| Permits and leasehold agreements |
|
$ |
1,539.6 |
|
|
$ |
(961.7) |
|
|
$ |
— |
|
|
$ |
577.9 |
|
Franchise agreements(a) |
|
901.2 |
|
|
(366.0) |
|
|
(485.8) |
|
|
49.4 |
|
| Other intangible assets |
|
18.2 |
|
|
(10.3) |
|
|
— |
|
|
7.9 |
|
| Total intangible assets |
|
$ |
2,459.0 |
|
|
$ |
(1,338.0) |
|
|
$ |
(485.8) |
|
|
$ |
635.2 |
|
|
|
|
|
|
|
|
|
|
| As of December 31, 2024: |
|
|
|
|
|
|
|
|
| Permits and leasehold agreements |
|
$ |
1,535.9 |
|
|
$ |
(935.7) |
|
|
$ |
— |
|
|
$ |
600.2 |
|
Franchise agreements(a) |
|
888.8 |
|
|
(360.9) |
|
|
(485.8) |
|
|
42.1 |
|
| Other intangible assets |
|
19.5 |
|
|
(9.8) |
|
|
— |
|
|
9.7 |
|
| Total intangible assets |
|
$ |
2,444.2 |
|
|
$ |
(1,306.4) |
|
|
$ |
(485.8) |
|
|
$ |
652.0 |
|
(a)We reclassified all Prepaid MTA equipment deployment costs (see Note 17. Commitments and Contingencies) and recorded impairments in the first and second quarters of 2024, due to the long-term outlook of our Transit reporting unit.
In the six months ended June 30, 2025, we acquired 10 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $6.7 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 18.1 years.
All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $17.4 million in the three months ended June 30, 2025, $17.3 million in the three months ended June 30, 2024, $34.5 million in the six months ended June 30, 2025, and $34.9 million in the six months ended June 30, 2024.
As a result of negative aggregate undiscounted cash flow forecasts related to our New York Metropolitan Transportation Authority (the “MTA”) asset group, we performed quarterly impairment analyses on the MTA asset group during the six months ended June 30, 2024, and recorded impairment charges of $8.8 million during the three months ended June 30, 2024, and $17.9 million during the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the periods. No impairment charges were recorded during the three and six months ended June 30, 2025.
Note 5. Leases
Lessee
The following table presents our operating lease assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
| (in millions, except years and percentages) |
|
June 30, 2025 |
|
December 31, 2024 |
| Operating lease assets |
|
$ |
1,486.7 |
|
|
$ |
1,503.8 |
|
| Short-term operating lease liabilities |
|
178.6 |
|
|
168.7 |
|
| Non-current operating lease liabilities |
|
1,331.0 |
|
|
1,351.8 |
|
|
|
|
|
|
| Weighted-average remaining lease term |
|
10.7 years |
|
10.8 years |
| Weighted-average discount rate |
|
6.5 |
% |
|
6.4 |
% |
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The components of our lease expenses were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
| (in millions) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Operating expenses |
|
$ |
111.3 |
|
|
$ |
121.8 |
|
|
$ |
220.7 |
|
|
$ |
243.0 |
|
| Selling, general and administrative expenses |
|
3.1 |
|
|
4.0 |
|
|
6.0 |
|
|
7.9 |
|
| Variable costs |
|
27.3 |
|
|
30.3 |
|
|
53.2 |
|
|
58.9 |
|
|
|
|
|
|
|
|
|
|
Cash paid for operating leases(a) |
|
104.5 |
|
|
113.5 |
|
|
237.5 |
|
|
256.0 |
|
| Leased assets obtained in exchange for new operating lease liabilities |
|
57.2 |
|
|
45.1 |
|
|
113.3 |
|
|
105.6 |
|
(a)In 2024, includes amounts related to Canada. (See Note 13. Acquisitions and Dispositions: Dispositions.)
For each of the three and six months ended June 30, 2025 and 2024, sublease income related to office properties was immaterial.
Lessor
We recorded rental income of $324.7 million for the three months ended June 30, 2025, $345.8 million for the three months ended June 30, 2024, $613.8 million for the six months ended June 30, 2025, and $649.9 million for the six months ended June 30, 2024, in Revenues on our Consolidated Statement of Operations.
Note 6. 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, 2024 |
|
$ |
33.9 |
|
| Accretion expense |
|
1.4 |
|
| Additions |
|
0.2 |
|
| Liabilities settled |
|
(1.2) |
|
| As of June 30, 2025 |
|
$ |
34.3 |
|
Note 7. Related Party Transactions
On January 18, 2023, we entered into a transaction with an affiliate of Providence Equity Partners L.L.C. (the “Providence Affiliate”) in connection with the Providence Affiliate’s purchase of a lease for certain outdoor advertising assets (the “Assets”) from a third-party seller. Pursuant to an agreement between us and the Providence Affiliate (the “Billboard Agreement”), we agreed to exclusively market, license and make advertising space available on the Assets to third-party advertisers for a term of up to ten years (the “Billboard Transaction”). In return, we will retain all revenues from the sale of advertising with respect to the Assets less the following payments to the Providence Affiliate or its payment designee, as applicable: (i) a minimum annual guarantee payment paid to the Providence Affiliate’s payment designee that increases from approximately $1.8 million to $3.5 million during the term of the Billboard Agreement; (ii) a minimum annual guarantee payment paid to the Providence Affiliate that increases from $8.5 million to $12.0 million by year six and adjusted for inflation thereafter through year ten; (iii) a percentage revenue share payment on gross revenues generated above $22.0 million paid to the Providence Affiliate during the term of the Billboard Agreement; (iv) a percentage revenue share payment on net revenues until $100.0 million is paid to the Providence Affiliate or its payment designee, as applicable; and (v) a one-time payment of $10.0 million paid to the Providence Affiliate on the fifth anniversary of the closing of the Billboard Transaction (the “Billboard Transaction Closing”) if we have not yet acquired the Assets as described below.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The Billboard Agreement also provides that (i) we have the option to acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Billboard Transaction Closing at pre-agreed prices depending on the time at which we exercise the option; (ii) prior to the seventh anniversary of the Billboard Transaction Closing, we have a right of first offer prior to any sale of the Assets by the Providence Affiliate to a third-party; and (iii) in the event of a termination of the Billboard Agreement by the Providence Affiliate after a sale to a third-party, we may in certain circumstances be entitled to receive a termination payment. As of June 30, 2025, operating lease assets related to the Billboard Agreement were $81.0 million, current operating lease liabilities related to the Billboard Agreement were $4.7 million and non-current operating lease liabilities related to the Billboard Agreement were $86.2 million, and are included in Operating lease assets, current Operating lease liabilities and non-current Operating lease liabilities, respectively, on the Consolidated Statements of Financial Position. Billboard revenues related to the Billboard Agreement were $3.1 million in the three months ended June 30, 2025, $2.4 million in the three months ended June 30, 2024, $6.1 million in the six months ended June 30, 2025, and $5.2 million in the six months ended June 30, 2024, and recorded in Revenues on the Consolidated Statement of Operations. Operating lease expenses related to the Billboard Agreement were $2.9 million in the three months ended June 30, 2025, $2.8 million in the three months ended June 30, 2024, $5.9 million in the six months ended June 30, 2025, and $6.3 million in the six months ended June 30, 2024, and recorded in Operating expenses on the Consolidated Statement of Operations.
Joint Ventures
Additionally, we have a 50% ownership interest in one active joint venture that operates transit shelters in the greater Los Angeles area and two active joint ventures which operate a total of nine billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled $8.7 million as of June 30, 2025, and $8.6 million as of December 31, 2024, 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 $0.7 million in the three months ended June 30, 2025, $1.2 million in the three months ended June 30, 2024, $1.3 million in the six months ended June 30, 2025, and $2.2 million in the six months ended June 30, 2024.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 8. Debt
Debt, net, consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
| (in millions, except percentages) |
|
June 30, 2025 |
|
December 31, 2024 |
| Short-term debt: |
|
|
|
|
| AR Facility |
|
$ |
70.0 |
|
|
$ |
10.0 |
|
| Total short-term debt |
|
70.0 |
|
|
10.0 |
|
|
|
|
|
|
| Long-term debt: |
|
|
|
|
| Term loan, due 2026 |
|
399.7 |
|
|
399.5 |
|
|
|
|
|
|
| Senior secured notes: |
|
|
|
|
7.375% senior secured notes, due 2031 |
|
450.0 |
|
|
450.0 |
|
|
|
|
|
|
| Senior unsecured notes: |
|
|
|
|
5.000% senior unsecured notes, due 2027 |
|
650.0 |
|
|
650.0 |
|
4.250% senior unsecured notes, due 2029 |
|
500.0 |
|
|
500.0 |
|
4.625% senior unsecured notes, due 2030 |
|
500.0 |
|
|
500.0 |
|
| Total senior unsecured notes |
|
1,650.0 |
|
|
1,650.0 |
|
|
|
|
|
|
| Debt issuance costs |
|
(14.9) |
|
|
(17.0) |
|
| Total long-term debt, net |
|
2,484.8 |
|
|
2,482.5 |
|
|
|
|
|
|
| Total debt, net |
|
$ |
2,554.8 |
|
|
$ |
2,492.5 |
|
|
|
|
|
|
| Weighted average cost of debt |
|
5.4 |
% |
|
5.4 |
% |
Term Loan
The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.1% per annum as of June 30, 2025. As of June 30, 2025, a discount of $0.3 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 2028 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).
As of June 30, 2025, there were no outstanding borrowings under the Revolving Credit Facility.
The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.5 million in each of the three months ended June 30, 2025 and 2024, and $1.0 million in each of the six months ended June 30, 2025 and 2024. As of June 30, 2025, we had issued letters of credit totaling approximately $5.3 million against the letter of credit facility sublimit under the Revolving Credit Facility.
Standalone Letter of Credit Facilities
As of June 30, 2025, we had issued letters of credit totaling approximately $64.6 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, 2025 and 2024.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Accounts Receivable Securitization Facility
As of June 30, 2025, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.
In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). 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.
As of June 30, 2025, there were $70.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.6%. As of June 30, 2025, borrowing capacity remaining under the AR Facility was $80.0 million based on approximately $360.1 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 $0.1 million in the three months ended June 30, 2025, $0.2 million in the six months ended June 30, 2025, and $0.1 million in the six months ended June 30, 2024, and was immaterial for three months ended June 30, 2024. In August 2025, we made a repayment of $20.0 million under the AR Facility.
Debt Covenants
Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness. One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of June 30, 2025, our Consolidated Total Leverage Ratio was 4.8 to 1.0 in accordance with the Credit Agreement.
The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of June 30, 2025, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0 in accordance with the Credit Agreement. As of June 30, 2025, we are in compliance with our debt covenants.
Deferred Financing Costs
As of June 30, 2025, we had deferred $18.2 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior 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 notes.
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 $2.6 billion as of June 30, 2025, and $2.5 billion as of December 31, 2024. The fair value of our debt as of both June 30, 2025, and December 31, 2024, is classified as Level 2.
Note 9. Redeemable Noncontrolling Interests
To the extent that the noncontrolling interests’ buy/sell arrangement redemption amount is correlated with the estimated fair value of the subsidiary or its underlying assets, we have used the market method to estimate such fair values. The redemption value of these interests, as of all periods presented, is classified as Level 3. (See Note 8. Debt: Fair Value.)
Note 10. Equity
As of June 30, 2025, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 167,148,980 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized, with 125,000 shares of our 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, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period. 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 June 30, 2025, we paid cash dividends of $2.2 million on the Series A Preferred Stock and during the six months ended June 30, 2025, we paid cash dividends of $4.4 million on the Series A Preferred Stock. As of June 30, 2025, 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.
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.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
No shares were sold under the ATM Program during the six months ended June 30, 2025. As of June 30, 2025, we had approximately $232.5 million of capacity remaining under the ATM Program.
On January 17, 2025, we effectuated a 1-for-1.024549 reverse stock split on our common stock (the “Reverse Stock Split”). All shares of the Company’s common stock included in these Consolidated Financial Statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.
On August 5, 2025, 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, 2025, to stockholders of record at the close of business on September 5, 2025.
Note 11. Revenues
The following table summarizes revenues by source:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
| (in millions) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Billboard: |
|
|
|
|
|
|
|
|
| Static displays |
|
$ |
230.2 |
|
|
$ |
243.5 |
|
|
$ |
437.1 |
|
|
$ |
466.3 |
|
| Digital displays |
|
107.2 |
|
|
117.4 |
|
|
199.5 |
|
|
211.3 |
|
| Other |
|
13.9 |
|
|
12.5 |
|
|
25.4 |
|
|
24.6 |
|
| Billboard revenues |
|
351.3 |
|
|
373.4 |
|
|
662.0 |
|
|
702.2 |
|
| Transit: |
|
|
|
|
|
|
|
|
| Static displays |
|
46.4 |
|
|
51.8 |
|
|
80.5 |
|
|
90.5 |
|
| Digital displays |
|
49.9 |
|
|
43.0 |
|
|
85.5 |
|
|
75.8 |
|
| Other |
|
10.0 |
|
|
9.0 |
|
|
18.0 |
|
|
16.9 |
|
| Transit revenues |
|
106.3 |
|
|
103.8 |
|
|
184.0 |
|
|
183.2 |
|
| Other |
|
2.6 |
|
|
0.1 |
|
|
4.9 |
|
|
0.4 |
|
| Total revenues |
|
$ |
460.2 |
|
|
$ |
477.3 |
|
|
$ |
850.9 |
|
|
$ |
885.8 |
|
Rental income was $324.7 million in the three months ended June 30, 2025, $345.8 million in the three months ended June 30, 2024, $613.8 million in the six months ended June 30, 2025, and $649.9 million in the six months ended June 30, 2024, and is recorded in Revenues on the Consolidated Statement of Operations.
The following table summarizes revenues by geography:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
| (in millions) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| United States: |
|
|
|
|
|
|
|
|
| Billboard |
|
$ |
351.3 |
|
|
$ |
360.2 |
|
|
$ |
662.0 |
|
|
$ |
674.1 |
|
| Transit |
|
106.3 |
|
|
100.7 |
|
|
184.0 |
|
|
176.4 |
|
| Other |
|
2.6 |
|
|
0.1 |
|
|
4.9 |
|
|
0.4 |
|
| Total United States revenues |
|
460.2 |
|
|
461.0 |
|
|
850.9 |
|
|
850.9 |
|
| Canada |
|
— |
|
|
16.3 |
|
|
— |
|
|
34.9 |
|
| Total revenues |
|
$ |
460.2 |
|
|
$ |
477.3 |
|
|
$ |
850.9 |
|
|
$ |
885.8 |
|
We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2024, during the three months ended March 31, 2025.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 12. Restructuring Charges
On June 23, 2025, we announced a restructuring and reduction in force plan (the “Plan”) intended to achieve the Company’s strategic goals of increasing sales demand, enhancing customer experience, optimizing internal cost efficiencies, and realigning its organization. The Plan provides for a reduction of the Company’s workforce by approximately 120 employees, or 6% of the Company’s total employees as of June 23, 2025. As of June 30, 2025, all reductions have been completed. In the three months ended June 30, 2025, we recorded restructuring charges of approximately $19.8 million associated with the Plan, consisting of $17.6 million of severance payments, employee benefits and related costs (including approximately $2.2 million in non-cash charges for stock-based compensation), and $2.2 million of professional fees. Restructuring charges of $8.2 million were recorded in Billboard, $3.6 million were recorded in Transit and $8.0 million were recorded in Corporate. As of June 30, 2025, approximately $14.3 million in restructuring reserves related to severance payments, employee benefits and related costs remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.
Note 13. Acquisitions and Dispositions
Acquisitions
We completed several asset acquisitions for a total purchase price of approximately $8.5 million in the six months ended June 30, 2025, and $7.6 million in the six months ended June 30, 2024. The value of the assets acquired during 2025 and 2024 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4. Intangible Assets).
Dispositions
On June 7, 2024, the Company completed the sale of the Canadian Business in the Transaction. In connection with the Transaction, the Company received C$410.0 million in cash, subject to certain purchase price adjustments.
Note 14. Stock-Based Compensation
In the first quarter of 2025, the Company updated its long-term equity incentive compensation program for the Company’s executive officers and certain other employees by adding a relative total shareholder return (“TSR”) financial measure and removing adjusted funds from operations as a financial measure for the allocation and calculation of performance-based restricted share units (“PRSUs”) awards. The Company modified the vesting schedule for the PRSU awards as well. Accordingly, the Company’s annual long-term equity incentive compensation awards for these employees will be allocated as follows going forward: (i) 60% PRSUs, which contain market and service conditions, (1) with 60% of the awards earned based on one-year Adjusted OIBDA (as defined below) performance, subject to ratable vesting over a three-year period following the grant date, and (2) 40% earned based on the Company’s TSR relative to the TSRs of the companies in a custom peer group based on a three-year performance period from January 1, 2025 to December 31, 2027, subject to cliff vesting in full on the third anniversary of the award grant date; and (ii) 40% time-based restricted share units (“RSUs"), which only contain a service condition, subject to ratable vesting over a three-year period following the grant date. The number of PRSUs eligible to vest will range from 0% to 120% or 0% to 200% of target based on the Company’s Adjusted OIBDA performance and the Company’s relative TSR performance, as applicable. Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.
In addition, in the first quarter of 2025, the Company granted one-time grants of PRSUs to certain executive officers and other employees to, among other things, address the change in vesting periods of the PRSU awards, from PRSU awards that had one-year determination periods in 2024 to PRSU awards that had a combination of one-year and three-year determination periods in 2025. The terms and conditions of these PRSU grants are substantially similar to those of the PRSU grants described above, except that the Company’s TSR relative to the TSRs of the companies in a custom peer group will be measured over a two-year performance period from January 1, 2025 to December 31, 2026, and these PRSU grants will cliff vest in full on the second anniversary of the award grant date. Monte Carlo method simulation has been used to estimate the grant date fair value of these one-time PRSU grants.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The following table summarizes our stock-based compensation expense for the six months ended June 30, 2025 and 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
| (in millions) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Stock-based compensation expenses (RSUs and PRSUs), before income taxes |
|
$ |
8.2 |
|
|
$ |
7.6 |
|
|
$ |
17.7 |
|
|
$ |
14.8 |
|
| Tax benefit |
|
(0.7) |
|
|
(0.4) |
|
|
(1.1) |
|
|
(0.6) |
|
| Stock-based compensation expense, net of tax |
|
$ |
7.5 |
|
|
$ |
7.2 |
|
|
$ |
16.6 |
|
|
$ |
14.2 |
|
As of June 30, 2025, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $33.0 million, which is expected to be recognized over a weighted average period of 2.1 years.
RSUs and PRSUs
The following table summarizes activity for the six months ended June 30, 2025, of RSUs and PRSUs issued to our employees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activity |
|
Weighted Average Per Share Grant Date Fair Market Value |
| Non-vested as of December 31, 2024 |
|
3,282,970 |
|
|
$ |
15.37 |
|
| Granted: |
|
|
|
|
| RSUs |
|
1,075,876 |
|
|
18.21 |
|
| PRSUs |
|
435,384 |
|
|
20.81 |
|
| Vested: |
|
|
|
|
| RSUs |
|
(1,117,505) |
|
|
16.96 |
|
| PRSUs |
|
(498,297) |
|
|
16.80 |
|
| Forfeitures: |
|
|
|
|
| RSUs |
|
(116,631) |
|
|
17.41 |
|
| PRSUs |
|
(17,456) |
|
|
18.33 |
|
| Non-vested as of June 30, 2025 |
|
3,044,341 |
|
|
16.24 |
|
Note 15. Income Taxes
We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities as TRSs. As such, we have provided for their federal, state and foreign income taxes.
Tax years 2021 to present are open for examination by the tax authorities.
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 six months ended June 30, 2025, 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, and the impact of state and local taxes. In the six months ended June 30, 2024, our effective tax rate also included the effect of foreign operations before the impact of the Transaction.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 16. Earnings Per Share (“EPS”)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
| (in millions) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
Net income (loss) available for common stockholders(a) |
|
$ |
19.5 |
|
|
$ |
176.8 |
|
|
$ |
(1.1) |
|
|
$ |
149.6 |
|
Less: Distributions to holders of Series A Preferred Stock |
|
2.2 |
|
|
2.2 |
|
|
4.4 |
|
|
4.4 |
|
Net income (loss) available for common stockholders(b) |
|
$ |
17.3 |
|
|
$ |
174.6 |
|
|
$ |
(5.5) |
|
|
$ |
145.2 |
|
|
|
|
|
|
|
|
|
|
| Weighted average shares for basic EPS |
|
167.1 |
|
|
161.9 |
|
|
166.8 |
|
|
161.7 |
|
| Dilutive potential shares from grants of RSUs and PRSUs |
|
0.9 |
|
|
0.8 |
|
|
— |
|
|
0.7 |
|
| Dilutive potential shares issuable upon conversion of Series A Preferred Stock |
|
— |
|
|
7.8 |
|
|
— |
|
|
7.8 |
|
Weighted average shares for diluted EPS(c)(d) |
|
168.0 |
|
|
170.5 |
|
|
166.8 |
|
|
170.2 |
|
(a)For 2024, Net income available for common stockholders for the calculation of diluted EPS.
(b)For 2025, Net income (loss) available for common stockholders for the calculation of both basic and diluted EPS. For 2024, Net income available for common stockholders for the calculation of basic EPS.
(c)The potential impact of 1.2 million granted RSUs and PRSUs in the three months ended June 30, 2025, 0.9 million granted RSUs and PRSUs in the three months ended June 30, 2024, 1.9 million granted RSUs and PRSUs in the six months ended June 30, 2025, and 1.0 million granted RSUs and PRSUs in the six months ended June 30, 2024, were antidilutive.
(d)The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three and six months ended June 30, 2025, were antidilutive.
Note 17. Commitments and Contingencies
Off-Balance Sheet Arrangements
Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments and letters of credit. These arrangements result from our normal course of business and represent obligations that are payable over several years.
Contractual Obligations
We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.
Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA (as amended, the “MTA Agreement”):
•Deployments. We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, which amounts are subject to the MTA’s ability to fulfill its pre-installation obligations under the MTA Agreement. 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”).
•Recoupment of Equipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. Recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges (see Note 4. Intangible Assets). If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs. Deployment costs in an amount not to exceed $50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA. For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70% and 30% of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement. We did not recoup any equipment deployment costs in the six months ended June 30, 2025. In addition, we currently do not expect to recoup any equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
•Payments. We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year.
•Term. In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-year base term (the “Amended Term”). We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions.
During the six months ended June 30, 2025, we had no recoupment from incremental revenues. As of June 30, 2025, 27,251 digital displays had been installed, composed of 5,011 digital advertising screens on subway and train platforms and entrances, 15,824 smaller-format digital advertising screens on rolling stock and 6,416 MTA communications displays. In the three months ended June 30, 2025, 218 installations occurred, for a total of 1,006 in the six months ended June 30, 2025. During the six months ended June 30, 2025, we incurred equipment deployment costs of $12.3 million, which were recorded as Intangible assets related to franchise agreements. As of June 30, 2025, we had Intangible assets related to franchise agreements balance related to the MTA Agreement of $21.6 million.
As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the six months ended June 30, 2024, and recorded impairment charges of $8.8 million during the three months ended June 30, 2024, and $17.9 million during the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the periods. No impairment charges were recorded during the three and six months ended June 30, 2025.
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, 2025, the outstanding letters of credit were approximately $69.9 million and outstanding surety bonds were approximately $172.6 million, and were not recorded on the Consolidated Statements of Financial Position.
Legal Matters
On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 18. Segment Information
We have identified our Interim Chief Executive Officer as the chief operating decision maker for purposes of determining segments. We currently manage our operations through two reportable operating segments—(1) Billboard, which provides advertising space on billboard advertising structures and sites in the U.S., and (2) Transit, which provides advertising space on transit advertising displays operating under exclusive multi-year contracts with municipalities in large cities across the U.S. Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other. Historical operating results of our Canadian operations are included in Other through the date of sale. Also included in Other are operating results for third-party digital equipment sales.
The following tables set forth our financial performance by segment. We present Operating income (loss) before Depreciation, Amortization, Net (gain) loss on dispositions, Stock-based compensation, Restructuring charges and Impairment charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments. Adjusted OIBDA margin is a secondary measure utilized to measure performance of our operating segments.
Our chief operating decision maker utilized Adjusted OIBDA and Adjusted OIBDA margin in evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. We believe these measures highlight operational trends and provide an important perspective on operational performance across periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
| (in millions, except percentages) |
|
June 30, 2025 |
|
June 30, 2024 |
|
June 30, 2025 |
|
June 30, 2024 |
Billboard: |
|
|
|
|
|
|
|
|
Billboard revenues |
|
$ |
351.3 |
|
|
$ |
360.2 |
|
|
$ |
662.0 |
|
|
$ |
674.1 |
|
Billboard property lease(a) |
|
(111.8) |
|
|
(117.9) |
|
|
(221.0) |
|
|
(233.4) |
|
Posting, maintenance and other(a) |
|
(36.7) |
|
|
(35.6) |
|
|
(72.4) |
|
|
(72.2) |
|
Significant Billboard segment operating expenses(a) |
|
(148.5) |
|
|
(153.5) |
|
|
(293.4) |
|
|
(305.6) |
|
Significant Billboard segment selling, general and administrative(b) |
|
(68.4) |
|
|
(70.7) |
|
|
(135.2) |
|
|
(135.4) |
|
Billboard Adjusted OIBDA |
|
$ |
134.4 |
|
|
$ |
136.0 |
|
|
$ |
233.4 |
|
|
$ |
233.1 |
|
Billboard Adjusted OIBDA margin |
|
38.3 |
% |
|
37.8 |
% |
|
35.3 |
% |
|
34.6 |
% |
|
|
|
|
|
|
|
|
|
Transit: |
|
|
|
|
|
|
|
|
Transit revenues |
|
$ |
106.3 |
|
|
$ |
100.7 |
|
|
$ |
184.0 |
|
|
$ |
176.4 |
|
Transit franchise(a) |
|
(62.8) |
|
|
(59.7) |
|
|
(120.8) |
|
|
(117.7) |
|
Posting, maintenance and other(a) |
|
(18.2) |
|
|
(17.4) |
|
|
(34.8) |
|
|
(33.5) |
|
Significant Transit segment operating expenses(a) |
|
(81.0) |
|
|
(77.1) |
|
|
(155.6) |
|
|
(151.2) |
|
Significant Transit segment selling, general and administrative(b) |
|
(18.1) |
|
|
(19.1) |
|
|
(35.4) |
|
|
(36.0) |
|
Transit Adjusted OIBDA |
|
$ |
7.2 |
|
|
$ |
4.5 |
|
|
$ |
(7.0) |
|
|
$ |
(10.8) |
|
Transit Adjusted OIBDA margin |
|
6.8 |
% |
|
4.5 |
% |
|
(3.8) |
% |
|
(6.1) |
% |
|
|
|
|
|
|
|
|
|
| Total segments: |
|
|
|
|
|
|
|
|
| Segment revenues |
|
$ |
457.6 |
|
|
$ |
460.9 |
|
|
$ |
846.0 |
|
|
$ |
850.5 |
|
Billboard property lease(a) |
|
(111.8) |
|
|
(117.9) |
|
|
(221.0) |
|
|
(233.4) |
|
Transit franchise(a) |
|
(62.8) |
|
|
(59.7) |
|
|
(120.8) |
|
|
(117.7) |
|
Posting, maintenance and other(a) |
|
(54.9) |
|
|
(53.0) |
|
|
(107.2) |
|
|
(105.7) |
|
Significant segment operating expenses(a) |
|
(229.5) |
|
|
(230.6) |
|
|
(449.0) |
|
|
(456.8) |
|
Significant segment selling, general and administrative(b) |
|
(86.5) |
|
|
(89.8) |
|
|
(170.6) |
|
|
(171.4) |
|
Segment Adjusted OIBDA |
|
$ |
141.6 |
|
|
$ |
140.5 |
|
|
$ |
226.4 |
|
|
$ |
222.3 |
|
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
| (in millions) |
|
June 30, 2025 |
|
June 30, 2024 |
|
June 30, 2025 |
|
June 30, 2024 |
| Reconciliation to net income (loss): |
|
|
|
|
|
|
|
|
| Segment Adjusted OIBDA |
|
$ |
141.6 |
|
|
$ |
140.5 |
|
|
$ |
226.4 |
|
|
$ |
222.3 |
|
| Non-segment Adjusted OIBDA |
|
(17.5) |
|
|
(14.5) |
|
|
(38.1) |
|
|
(29.8) |
|
| Total Adjusted OIBDA |
|
124.1 |
|
|
126.0 |
|
|
188.3 |
|
|
192.5 |
|
Restructuring charges(c) |
|
(19.8) |
|
|
— |
|
|
(19.8) |
|
|
— |
|
| Net gain (loss) on dispositions |
|
(1.1) |
|
|
155.2 |
|
|
(1.2) |
|
|
155.1 |
|
| Impairment charges |
|
— |
|
|
(8.8) |
|
|
— |
|
|
(17.9) |
|
| Depreciation |
|
(23.6) |
|
|
(18.4) |
|
|
(47.2) |
|
|
(36.9) |
|
| Amortization |
|
(17.4) |
|
|
(17.3) |
|
|
(34.5) |
|
|
(34.9) |
|
| Stock-based compensation |
|
(6.0) |
|
|
(7.6) |
|
|
(15.5) |
|
|
(14.8) |
|
| Total operating income |
|
56.2 |
|
|
229.1 |
|
|
70.1 |
|
|
243.1 |
|
| Interest expense, net |
|
(36.5) |
|
|
(41.1) |
|
|
(72.5) |
|
|
(82.5) |
|
| Loss on extinguishment of debt |
|
— |
|
|
(1.2) |
|
|
— |
|
|
(1.2) |
|
| Other income, net |
|
— |
|
|
1.1 |
|
|
— |
|
|
1.1 |
|
| Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies |
|
19.7 |
|
|
187.9 |
|
|
(2.4) |
|
|
160.5 |
|
| Provision for income taxes |
|
(0.2) |
|
|
(11.1) |
|
|
(0.7) |
|
|
(10.6) |
|
| Equity in earnings of investee companies, net of tax |
|
— |
|
|
0.2 |
|
|
1.9 |
|
|
— |
|
| Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests |
|
19.5 |
|
|
177.0 |
|
|
(1.2) |
|
|
149.9 |
|
| Net income (loss) attributable to redeemable and non-redeemable noncontrolling interests |
|
— |
|
|
0.2 |
|
|
(0.1) |
|
|
0.3 |
|
| Net income (loss) attributable to OUTFRONT Media Inc. |
|
$ |
19.5 |
|
|
$ |
176.8 |
|
|
$ |
(1.1) |
|
|
$ |
149.6 |
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
460.2 |
|
|
$ |
477.3 |
|
|
$ |
850.9 |
|
|
$ |
885.8 |
|
|
|
|
|
|
|
|
|
|
Billboard property lease(a) |
|
$ |
(111.8) |
|
|
$ |
(122.2) |
|
|
$ |
(221.0) |
|
|
$ |
(243.9) |
|
Transit franchise(a) |
|
(62.8) |
|
|
(60.5) |
|
|
(120.8) |
|
|
(119.5) |
|
Posting, maintenance and other(a) |
|
(56.9) |
|
|
(57.1) |
|
|
(111.0) |
|
|
(115.1) |
|
| Operating expenses |
|
(231.5) |
|
|
(239.8) |
|
|
(452.8) |
|
|
(478.5) |
|
Selling, general and administrative(b) |
|
(110.6) |
|
|
(119.1) |
|
|
(225.3) |
|
|
(229.6) |
|
| Stock-based compensation |
|
6.0 |
|
|
7.6 |
|
|
15.5 |
|
|
14.8 |
|
| Adjusted OIBDA |
|
$ |
124.1 |
|
|
$ |
126.0 |
|
|
$ |
188.3 |
|
|
$ |
192.5 |
|
(a)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(b)Selling, general and administrative expenses includes, but is not limited to, compensation and benefits, including commissions, professional fees, office rent and travel and entertainment.
(c)In the three and six months ended June 30, 2025, Restructuring charges associated with the Plan, consists of severance payments, employee benefits and related costs, and professional fees, and includes approximately $2.2 million in non-cash charges for stock-based compensation.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Other disclosures(a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
| (in millions) |
|
June 30, 2025 |
|
June 30, 2024 |
|
June 30, 2025 |
|
June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Revenues(b): |
|
|
|
|
|
|
|
|
| United States |
|
$ |
460.2 |
|
|
$ |
461.0 |
|
|
$ |
850.9 |
|
|
$ |
850.9 |
|
| Canada |
|
— |
|
|
16.3 |
|
|
— |
|
|
34.9 |
|
| Total revenues |
|
$ |
460.2 |
|
|
$ |
477.3 |
|
|
$ |
850.9 |
|
|
$ |
885.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
Long-lived Assets(c): |
|
|
|
|
|
|
|
|
| United States |
|
|
|
|
|
$ |
4,785.0 |
|
|
$ |
4,820.7 |
|
(a)Total assets and capital expenditures by segment are not regularly provided or reviewed by the chief operating decision maker. These metrics are reviewed and managed on a consolidated basis.
(b)Revenues classifications are based on the geography of the advertising.
(c)Reflects total assets less current assets, investments and non-current deferred tax assets.
Note 19. Revised Consolidated Financial Information
In the third quarter of 2024, we identified an error related to the accounting for noncontrolling interests in our consolidated joint ventures, which include buy/sell clauses. The error related to the appropriate classification of these noncontrolling interests as redeemable and recognition of these redeemable noncontrolling interests at the maximum redemption value for each period. The Company assessed the materiality of the error on its previously issued financial statements in accordance with the SEC’s SAB No. 99 and SAB No. 108 and concluded that the amount was not material, individually or in the aggregate, to any of its previously issued financial statements, but would have been material to certain of our financial statements in the current period. Accordingly, we have revised our previously issued financial information. All relevant prior period amounts affected by these revisions have been corrected in the applicable Notes to the Consolidated Financial Statements, as appropriate. Any prior periods not presented herein may be revised in future filings to the extent necessary.
There is no impact to net cash provided by operating activities, investing activities or financing activities in our Consolidated Statements of Cash Flows.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The following tables present the impact of correcting the errors related to the classification of redeemable noncontrolling interests on the affected line items of our Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity for the three and six months ended June 30, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
|
|
| (in millions, except per share amounts) |
|
Redeemable Non-controlling Interests |
|
Additional Paid-In Capital |
|
|
|
Total Stockholders’ Equity |
|
Non-controlling Interests |
|
|
| Balance as of March 31, 2024 |
|
$ |
— |
|
|
$ |
2,431.9 |
|
|
|
|
$ |
524.2 |
|
|
$ |
3.2 |
|
|
|
| Net income |
|
— |
|
|
— |
|
|
|
|
176.8 |
|
|
0.2 |
|
|
|
| Other comprehensive income |
|
— |
|
|
— |
|
|
|
|
8.6 |
|
|
— |
|
|
|
| Stock-based payments: |
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization |
|
— |
|
|
7.6 |
|
|
|
|
7.6 |
|
|
— |
|
|
|
| Shares paid for tax withholding for stock-based payments |
|
— |
|
|
(0.2) |
|
|
|
|
(0.2) |
|
|
— |
|
|
|
Series A Preferred Stock dividends (7%) |
|
— |
|
|
— |
|
|
|
|
(2.2) |
|
|
— |
|
|
|
Dividends ($0.30 per share) |
|
— |
|
|
— |
|
|
|
|
(49.9) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
|
— |
|
|
— |
|
|
|
|
— |
|
|
0.2 |
|
|
|
| Balance as of June 30, 2024 |
|
$ |
— |
|
|
$ |
2,439.3 |
|
|
|
|
$ |
664.9 |
|
|
$ |
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments |
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
|
|
| (in millions) |
|
Redeemable Non-controlling Interests |
|
Additional Paid-In Capital |
|
|
|
Total Stockholders’ Equity |
|
Non-controlling Interests |
|
|
| Balance as of March 31, 2024 |
|
$ |
34.9 |
|
|
$ |
(33.3) |
|
|
|
|
$ |
(33.3) |
|
|
$ |
(1.6) |
|
|
|
| Net income (loss) |
|
0.2 |
|
|
— |
|
|
|
|
— |
|
|
(0.2) |
|
|
|
| Adjustment to redeemable value of noncontrolling interests |
|
2.9 |
|
|
(2.9) |
|
|
|
|
(2.9) |
|
|
— |
|
|
|
| Other |
|
0.2 |
|
|
— |
|
|
|
|
— |
|
|
(0.2) |
|
|
|
| Balance as of June 30, 2024 |
|
$ |
38.2 |
|
|
$ |
(36.2) |
|
|
|
|
$ |
(36.2) |
|
|
$ |
(2.0) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Revised |
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
|
|
| (in millions, except per share amounts) |
|
Redeemable Non-controlling Interests |
|
Additional Paid-In Capital |
|
|
|
Total Stockholders’ Equity |
|
Non-controlling Interests |
|
|
| Balance as of March 31, 2024 |
|
$ |
34.9 |
|
|
$ |
2,398.6 |
|
|
|
|
$ |
490.9 |
|
|
$ |
1.6 |
|
|
|
| Net income |
|
0.2 |
|
|
— |
|
|
|
|
176.8 |
|
|
— |
|
|
|
| Other comprehensive income |
|
— |
|
|
— |
|
|
|
|
8.6 |
|
|
— |
|
|
|
| Stock-based payments: |
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization |
|
— |
|
|
7.6 |
|
|
|
|
7.6 |
|
|
— |
|
|
|
| Shares paid for tax withholding for stock-based payments |
|
— |
|
|
(0.2) |
|
|
|
|
(0.2) |
|
|
— |
|
|
|
Series A Preferred Stock dividends (7%) |
|
— |
|
|
— |
|
|
|
|
(2.2) |
|
|
— |
|
|
|
Dividends ($0.30 per share) |
|
— |
|
|
— |
|
|
|
|
(49.9) |
|
|
— |
|
|
|
| Adjustment to redeemable value of noncontrolling interests |
|
2.9 |
|
|
(2.9) |
|
|
|
|
(2.9) |
|
|
— |
|
|
|
| Other |
|
0.2 |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
| Balance as of June 30, 2024 |
|
$ |
38.2 |
|
|
$ |
2,403.1 |
|
|
|
|
$ |
628.7 |
|
|
$ |
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
| (in millions, except per share amounts) |
|
Redeemable Non-controlling Interests |
|
Additional Paid-In Capital |
|
Total Stockholders’ Equity |
|
Non-controlling Interests |
|
|
| Balance as of December 31, 2023 |
|
$ |
— |
|
|
2,432.2 |
|
|
$ |
607.0 |
|
|
$ |
3.3 |
|
|
|
| Net income |
|
— |
|
|
— |
|
|
149.6 |
|
|
0.3 |
|
|
|
| Other comprehensive income |
|
— |
|
|
— |
|
|
5.5 |
|
|
— |
|
|
|
| Stock-based payments: |
|
|
|
|
|
|
|
|
|
|
| Amortization |
|
— |
|
|
14.8 |
|
|
14.8 |
|
|
— |
|
|
|
| Shares paid for tax withholding for stock-based payments |
|
— |
|
|
(7.7) |
|
|
(7.7) |
|
|
— |
|
|
|
Series A Preferred Stock dividends 7%) |
|
— |
|
|
— |
|
|
(4.4) |
|
|
— |
|
|
|
Dividends ($0.60 per share) |
|
— |
|
|
— |
|
|
(99.9) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of June 30, 2024 |
|
$ |
— |
|
|
$ |
2,439.3 |
|
|
$ |
664.9 |
|
|
$ |
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments |
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
| (in millions) |
|
Redeemable Non-controlling Interests |
|
Additional Paid-In Capital |
|
Total Stockholders’ Equity |
|
Non-controlling Interests |
|
|
| Balance as of December 31, 2023 |
|
$ |
31.3 |
|
|
$ |
(29.7) |
|
|
$ |
(29.7) |
|
|
$ |
(1.6) |
|
|
|
| Net income (loss) |
|
0.3 |
|
|
— |
|
|
— |
|
|
(0.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to redeemable value of noncontrolling interests |
|
6.5 |
|
|
(6.5) |
|
|
(6.5) |
|
|
— |
|
|
|
| Other |
|
0.1 |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
|
| Balance as of June 30, 2024 |
|
$ |
38.2 |
|
|
$ |
(36.2) |
|
|
$ |
(36.2) |
|
|
$ |
(2.0) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Revised |
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
| (in millions, except per share amounts) |
|
Redeemable Non-controlling Interests |
|
Additional Paid-In Capital |
|
Total Stockholders’ Equity |
|
Non-controlling Interests |
|
|
| Balance as of December 31, 2023 |
|
$ |
31.3 |
|
|
$ |
2,402.5 |
|
|
$ |
577.3 |
|
|
$ |
1.7 |
|
|
|
| Net income |
|
0.3 |
|
|
— |
|
|
149.6 |
|
|
— |
|
|
|
| Other comprehensive income |
|
— |
|
|
— |
|
|
5.5 |
|
|
— |
|
|
|
| Stock-based payments: |
|
|
|
|
|
|
|
|
|
|
| Amortization |
|
— |
|
|
14.8 |
|
|
14.8 |
|
|
— |
|
|
|
| Shares paid for tax withholding for stock-based payments |
|
— |
|
|
(7.7) |
|
|
(7.7) |
|
|
— |
|
|
|
Series A Preferred Stock dividends (7%) |
|
— |
|
|
— |
|
|
(4.4) |
|
|
— |
|
|
|
Dividends ($0.60 per share) |
|
— |
|
|
— |
|
|
(99.9) |
|
|
— |
|
|
|
| Adjustment to redeemable value of noncontrolling interests |
|
6.5 |
|
|
(6.5) |
|
|
(6.5) |
|
|
— |
|
|
|
| Other |
|
0.1 |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
|
| Balance as of June 30, 2024 |
|
$ |
38.2 |
|
|
$ |
2,403.1 |
|
|
$ |
628.7 |
|
|
$ |
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
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|
|
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|
|
|
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|
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|
|
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|
|
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|
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|
|
|
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|
|
|
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|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, and the unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the sections entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements. Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “approximately 120 markets in the U.S.,” “25 largest markets in the U.S.” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s 2025 Designated Market Area rankings.
Overview
OUTFRONT Media 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.”). We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit. Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other. Historical operating results of our Canadian operations are included in Other (see Note 18. Segment Information to the Consolidated Financial Statements) through the date of sale.
On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which held all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”). (See Note 13. Acquisitions and Dispositions: Dispositions to the Consolidated Financial Statements.)
Business
We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S. 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. In total, we have displays in approximately 120 markets across the U.S., including the 25 largest markets in the U.S. Our top market, high profile location focused portfolio includes sites in and around both Grand Central Station and Times Square in New York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco. The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.”
In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers. Geopath, the out-of-home advertising industry’s audience measurement system, enables us to build campaigns based on the size and demographic composition of audiences. As part of our technology platform, we are developing solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go.
We believe out-of-home continues to be an attractive form of advertising, as our displays are always viewable and cannot be turned off, skipped, blocked or fast-forwarded. Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, print production, creative services and post-campaign tracking and analytics.
Economic Environment
Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, inflationary price increases, changes in governmental fiscal and trade policies (such as tariffs), pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), among other things. These sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on our Transit segment.
We rely on third parties to manufacture, transport and install our digital displays, and provide programmatic and direct sale advertising platform technologies for our digital display inventory. Historically, we have experienced delays and price increases with respect to certain of our digital displays due to external events beyond our control. If we experience delays and/or price increases in the future, it could have an adverse effect on our business, financial condition and results of operations.
Historically, we have experienced inflationary increases with respect to some of our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense. Our billboard property lease expenses and transit franchise expenses have been less impacted by inflation due to the long-term nature of most of our operating leases and transit franchise agreements. However, our transit franchise agreements that contain inflationary price adjustments may cause increases in our transit franchise expenses in the over the remaining terms of the agreements. Though the Company cannot reasonably estimate the full impact of inflationary increases on our business, financial condition and results of operations at this time, a portion of these increases may be fully or partially offset by increases in advertising rates on our displays and cost efficiencies.
On June 23, 2025, we announced a restructuring and reduction in force plan (the “Plan”) intended to achieve the Company’s strategic goals of increasing sales demand, enhancing customer experience, optimizing internal cost efficiencies, and realigning its organization. The Plan provides for a reduction of the Company’s workforce by approximately 120 employees, or 6% of the Company’s total employees as of June 23, 2025. As of June 30, 2025, all reductions have been completed. In the three months ended June 30, 2025, we recorded restructuring charges of approximately $19.8 million associated with the Plan, consisting of severance payments, employee benefits and related costs, and professional fees, of which $8.2 million was recorded in Billboard, $3.6 million was recorded in Transit and $8.0 million was recorded in Corporate. These charges consist of approximately $14.3 million of future cash expenditures, the majority of which will be made over the next twelve months, and approximately $2.2 million in non-cash charges for stock-based compensation. Accordingly, as of June 30, 2025, approximately $14.3 million in restructuring reserves remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position. The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the implementation of the Plan.
Business Environment
The outdoor advertising industry is fragmented, consisting of several companies operating on a national basis, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. We compete with these companies for both customers and structure and display locations. We also compete with other media, including online, mobile and social media advertising platforms and traditional advertising platforms (such as television, radio, print and direct mail marketers). In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis.
Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract additional business from both new and existing customers. We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs. In addition, digital displays enable us to run multiple advertisements on each display. Digital billboard displays generate approximately four to five times more revenue per display on average than comparable traditional static billboard displays. Digital billboard displays also incur, on average, approximately two to four times more costs, including higher variable costs associated with the increase in revenue than comparable traditional static billboard displays. As a result, digital billboard displays generate higher profits and cash flows than comparable traditional static billboard displays.
We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years, but at a slower pace than our historical deployments. Revenues generated on our network of digital transit displays are generally higher than revenues generated on a comparable portfolio of our static transit displays.
We have incurred, and we intend to incur, significant equipment deployment costs and capital expenditures, in the coming years to continue increasing the number of digital displays in our portfolio. However, we expect our annual equipment deployment cost spending with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will decline now that we have substantially completed our initial deployment during 2024.
During the six months ended June 30, 2025, we built or converted 48 new digital billboard displays and entered into marketing arrangements to sell advertising on 4 third-party digital billboard displays. In the six months ended June 30, 2025, we built, converted or replaced 1,009 digital transit displays. The following table sets forth information regarding our digital displays.
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Digital Revenues (in millions)
for the Six Months Ended
June 30, 2025(a)
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Number of Digital Displays as of
June 30, 2025(a)
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| Location |
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Digital Billboard |
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Digital Transit |
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Total Digital Revenues |
|
Digital Billboard Displays |
|
Digital Transit Displays |
|
Total Digital Displays |
| United States |
|
$ |
199.5 |
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$ |
85.5 |
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$ |
285.0 |
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1,869 |
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29,385 |
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31,254 |
|
(a)Digital display amounts include 6,494 displays reserved for transit agency use. Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period.
Our revenues and profits fluctuate due to seasonal advertising patterns and influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season. As described above, our revenues and profits also fluctuate due to external events beyond our control.
During the three months ended June 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 16%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively. During the three months ended June 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 18%, 11% and 8% of our total revenues from our Billboard and Transit segments, respectively. During the six months ended June 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 18%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively. During the six months ended June 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 19%, 11% and 9% of our total revenues from our Billboard and Transit segments, respectively.
Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. We generated approximately 42% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns in the three months ended June 30, 2025, compared to approximately 43% in the same prior-year period. We generated approximately 42% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns in the six months ended June 30, 2025, compared to approximately 42% in the same prior-year period.
Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities. When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain or renew contracts.
Key Performance Indicators
Our management reviews our performance by focusing on the indicators described below.
Several of our key performance indicators are not prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”). We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.
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Three Months Ended |
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Six Months Ended |
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|
June 30, |
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% |
|
June 30, |
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% |
| (in millions, except percentages) |
|
2025 |
|
2024 |
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Change |
|
2025 |
|
2024 |
|
Change |
| Revenues |
|
$ |
460.2 |
|
|
$ |
477.3 |
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|
(4) |
% |
|
$ |
850.9 |
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$ |
885.8 |
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(4) |
% |
Organic revenues(a)(b) |
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460.2 |
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461.0 |
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— |
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850.9 |
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|
850.9 |
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— |
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| Operating income |
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56.2 |
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229.1 |
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(75) |
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70.1 |
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243.1 |
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(71) |
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Adjusted OIBDA(b) |
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124.1 |
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126.0 |
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(2) |
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188.3 |
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192.5 |
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(2) |
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Adjusted OIBDA(b) margin |
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27.0 |
% |
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26.4 |
% |
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22.1 |
% |
|
21.7 |
% |
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| Net income (loss) attributable to OUTFRONT Media Inc. |
|
19.5 |
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176.8 |
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(89) |
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(1.1) |
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149.6 |
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(101) |
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Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc. |
|
70.4 |
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83.8 |
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(16) |
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96.9 |
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106.1 |
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(9) |
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Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc. |
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85.3 |
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84.8 |
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1 |
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109.2 |
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108.0 |
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1 |
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(a)Organic revenues exclude revenues associated with the impact of the Transaction (“non-organic revenues”). We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items. Our management believes organic revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. Since organic revenues are not calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Organic revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.
(b)See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income (loss) to Operating income (loss) before Depreciation, Amortization, Net (gain) loss on dispositions, Stock-based compensation, Restructuring charges and Impairment charges (“Adjusted OIBDA”) Net income (loss) attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc., and Revenues to organic revenues.
Analysis of Results of Operations
Revenues
We derive Revenues primarily from providing advertising space to customers on our advertising structures and sites. Our traditional contracts with customers generally cover periods ranging from four weeks to one year. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit display revenues are recognized based on the level of units displayed in proportion to the total units to be displayed over the contract period. Billboard display and Transit display revenues generated from programmatic advertising platforms are recognized as rental income as the related advertisement is displayed. Billboard and Transit display revenues derived from impression-based sales contracts fulfilled on direct sales advertising platforms are recognized as revenue over the contract period based pro-rata on the number of impressions delivered in proportion to the total number of impressions to be delivered. Revenues generated from programmatic advertising platforms are based on agreements with the platforms, rather than direct contracts with individual advertisers. (See Note 11. Revenues to the Consolidated Financial Statements.)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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% |
|
June 30, |
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% |
| (in millions, except percentages) |
|
2025 |
|
2024 |
|
Change |
|
2025 |
|
2024 |
|
Change |
| Total revenues |
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$ |
460.2 |
|
|
$ |
477.3 |
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|
(4) |
% |
|
$ |
850.9 |
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$ |
885.8 |
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(4) |
% |
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Organic revenues(a) |
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$ |
460.2 |
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|
$ |
461.0 |
|
|
— |
|
|
$ |
850.9 |
|
|
$ |
850.9 |
|
|
— |
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| Non-organic revenues |
|
— |
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|
16.3 |
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|
* |
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— |
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|
34.9 |
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|
* |
| Total revenues |
|
$ |
460.2 |
|
|
$ |
477.3 |
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|
(4) |
|
|
$ |
850.9 |
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$ |
885.8 |
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|
(4) |
|
* Calculation is not meaningful.
(a)Organic revenues exclude revenues associated with the impact of the Transaction (“non-organic revenues”).
Total revenues decreased $17.1 million, or 4%, and organic revenues decreased $0.8 million in the three months ended June 30, 2025, compared to the same prior-year period. Total revenues decreased $34.9 million, or 4%, and organic revenues of $850.9 million in the six months ended June 30, 2025, was comparable to the same prior-year period.
In the three and six months ended June 30, 2024, non-organic revenues reflect the impact of the Transaction.
Expenses
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Three Months Ended |
|
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Six Months Ended |
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|
June 30, |
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% |
|
June 30, |
|
% |
| (in millions, except percentages) |
|
2025 |
|
2024 |
|
Change |
|
2025 |
|
2024 |
|
Change |
| Expenses: |
|
|
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| Operating |
|
$ |
231.5 |
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$ |
239.8 |
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(3) |
% |
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$ |
452.8 |
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|
$ |
478.5 |
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|
(5) |
% |
| Selling, general and administrative |
|
110.6 |
|
|
119.1 |
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|
(7) |
|
|
225.3 |
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|
229.6 |
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|
(2) |
|
| Restructuring charges |
|
19.8 |
|
|
— |
|
|
* |
|
19.8 |
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|
— |
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|
* |
| Net (gain) loss on dispositions |
|
1.1 |
|
|
(155.2) |
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* |
|
1.2 |
|
|
(155.1) |
|
|
* |
| Impairment charges |
|
— |
|
|
8.8 |
|
|
* |
|
— |
|
|
17.9 |
|
|
* |
| Depreciation |
|
23.6 |
|
|
18.4 |
|
|
28 |
|
|
47.2 |
|
|
36.9 |
|
|
28 |
|
| Amortization |
|
17.4 |
|
|
17.3 |
|
|
1 |
|
|
34.5 |
|
|
34.9 |
|
|
(1) |
|
| Total expenses |
|
$ |
404.0 |
|
|
$ |
248.2 |
|
|
63 |
|
|
$ |
780.8 |
|
|
$ |
642.7 |
|
|
21 |
|
*Calculation is not meaningful.
Operating Expenses
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|
Three Months Ended |
|
|
|
Six Months Ended |
|
|
|
|
June 30, |
|
% |
|
June 30, |
|
% |
| (in millions, except percentages) |
|
2025 |
|
2024 |
|
Change |
|
2025 |
|
2024 |
|
Change |
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| Billboard property lease |
|
$ |
111.8 |
|
|
$ |
122.2 |
|
|
(9) |
% |
|
$ |
221.0 |
|
|
$ |
243.9 |
|
|
(9) |
% |
| Transit franchise |
|
62.8 |
|
|
60.5 |
|
|
4 |
|
|
120.8 |
|
|
119.5 |
|
|
1 |
|
| Posting, maintenance and other |
|
56.9 |
|
|
57.1 |
|
|
— |
|
|
111.0 |
|
|
115.1 |
|
|
(4) |
|
| Total operating expenses |
|
$ |
231.5 |
|
|
$ |
239.8 |
|
|
(3) |
|
|
$ |
452.8 |
|
|
$ |
478.5 |
|
|
(5) |
|
Billboard property lease expenses represented 24% of total revenues in the three months ended June 30, 2025, 26% in the three months ended June 30, 2024, 26% of total revenues in the six months ended June 30, 2025, and 28% in the six months ended June 30, 2024. The decreases in billboard property lease expenses as a percentage of total revenues in the three and six months ended June 30, 2025, compared to the same prior-year periods were primarily due to lower variable billboard property lease costs driven by higher relative revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Note 5. Leases to the Consolidated Financial Statements) and the impact of lost billboards.
Billboard property lease expenses decreased $10.4 million, or 9%, in the three months ended June 30, 2025, compared to the same prior-year period. Billboard property lease expenses decreased $22.9 million, or 9%, in the six months ended June 30, 2025, compared to the same prior-year period. The decreases were primarily due to lost billboards, the impact of the Transaction and lower variable billboard property lease expenses.
Transit franchise expenses represented 14% of total revenues in the three months ended June 30, 2025, and 13% in the three months ended June 30, 2024. Transit franchise expenses represented 14% of total revenues in the six months ended June 30, 2025, and 13% in the six months ended June 30, 2024. The increases in transit franchise expenses, as a percentage of total revenues in the three and six months ended June 30, 2025, compared to the same prior-year periods, were primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation, lower Billboard revenues and the impact of the Transaction.
Transit franchise expenses increased $2.3 million, or 4%, in the three months ended June 30, 2025, compared to the same prior-year period and increased $1.3 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period. The increases were primarily due to higher guaranteed minimum annual payments to the MTA due to inflation and the impact of the Transaction.
Posting, maintenance and other expenses, as a percentage of total revenues, were 12% in each of the three months ended June 30, 2025 and 2024, 13% in each of the six months ended June 30, 2025 and 2024. Posting, maintenance and other expenses decreased $0.2 million in the three months ended June 30, 2025, compared to the same prior-year period. Posting, maintenance and other expenses decreased $4.1 million, or 4%, in the six months ended June 30, 2025, compared to the same prior-year period.
The decreases were primarily due to the impact of the Transaction, partially offset by higher materials costs driven by higher third-party equipment sales.
Selling, General and Administrative Expenses (“SG&A”)
SG&A expenses decreased $8.5 million, or 7%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction, lower compensation-related expenses, including severance and salaries, partially offset by the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher professional fees, as a result of a management consulting project. SG&A expenses decreased $4.3 million, or 2%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction and lower compensation-related expenses, including severance and salaries, partially offset by higher professional fees, as a result of a management consulting project. We expect SG&A expenses to decline for the remainder of 2025 and the first half of 2026 compared to the prior-year periods as a result of the Plan implemented in the second quarter of 2025. We will continue to evaluate additional methods to lower SG&A expenses.
Restructuring Charges
In the three months ended June 30, 2025, we recorded restructuring charges of approximately $19.8 million associated with the Plan, consisting of severance payments, employee benefits and related costs, and professional fees. The restructuring charges include approximately $2.2 million in non-cash charges for stock-based compensation.
Net (Gain) Loss on Dispositions
Net loss on dispositions was $1.1 million in the three months ended June 30, 2025, compared to a Net gain on dispositions of $155.2 million in the three months ended June 30, 2024, due primarily to the Transaction. Net loss on dispositions was $1.2 million in the six months ended June 30, 2025, compared to a Net gain on dispositions of $155.1 million in the six months ended June 30, 2024, due primarily to the Transaction.
Impairment Charges
As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the six months ended June 30, 2024. We recorded impairment charges of $8.8 million in the three months ended June 30, 2024, and $17.9 million in the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the periods (see Note 4. Intangible Assets to the Consolidated Financial Statements). No impairment charges were recorded during the three and six months ended June 30, 2025.
Depreciation
Depreciation increased $5.2 million, or 28%, in the three months ended June 30, 2025, compared to the same prior-year period. Depreciation increased $10.3 million, or 28%, in the six months ended June 30, 2025, compared to the same prior-year period. The increases were due primarily to higher depreciation related to the change in estimated useful life of certain advertising displays.
Amortization
Amortization increased $0.1 million, or 1%, in the three months ended June 30, 2025, compared to the same prior-year period, and decreased $0.4 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period.
Interest Expense, Net
Interest expense, net, was $36.5 million (including $1.5 million of deferred financing costs) in the three months ended June 30, 2025, and $41.1 million (including $1.5 million of deferred financing costs) in the same prior-year period. Interest expense, net, decreased in the three months ended June 30, 2025, compared to the same prior-year period, primarily due to a lower average debt balance and lower interest rates. Interest expense, net, was $72.5 million (including $3.0 million of deferred financing costs) in the six months ended June 30, 2025, and $82.5 million (including $3.1 million of deferred financing costs) in the same prior-year period. Interest expense, net, decreased in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to a lower average debt balance and lower interest rates.
Loss on Extinguishment of Debt
In the three and six months ended June 30, 2024, we recorded a loss on extinguishment of debt of $1.2 million, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan (as defined below), due to prepayments on the Term Loan.
Provision for Income Taxes
Provision for income taxes decreased $10.9 million, or 98%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction. Provision for income taxes decreased $9.9 million, or 93%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction.
Net Income (Loss)
Net income before allocation to redeemable and non-redeemable noncontrolling interests decreased $157.5 million, or 89%, in the three months ended June 30, 2025, compared the same prior-year period, primarily driven by a gain on disposition related to the Transaction in 2024 and restructuring charges incurred in 2025, partially offset by impairment charges incurred in 2024. Net loss before allocation to redeemable and non-redeemable noncontrolling interests was $1.2 million in the six months ended June 30, 2025, compared to Net income before allocation to redeemable and non-redeemable noncontrolling interests of $149.9 million in the same prior-year period, primarily driven by a gain on disposition related to the Transaction in 2024 and restructuring charges in 2025, partially offset by impairment charges incurred in 2024.
Reconciliation of Non-GAAP Financial Measures
Adjusted OIBDA
We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation, restructuring charges and impairment charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates.
FFO and AFFO
When used herein, references to “FFO” and “AFFO” mean “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively. We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income (loss) attributable to OUTFRONT Media Inc. adjusted to exclude gains and losses from the sale of real estate assets, impairment charges, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the same adjustments for our equity-based investments and redeemable and non-redeemable noncontrolling interests, as well as the related income tax effect of adjustments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, impairment charges on non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our redeemable and non-redeemable noncontrolling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy.
Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.
Since Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating income (loss), net income (loss) attributable to OUTFRONT Media Inc., and revenues, the most directly comparable GAAP financial measures, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.
The following table reconciles Operating income to Adjusted OIBDA, and Net loss attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
| (in millions, except percentages) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Total revenues |
|
$ |
460.2 |
|
|
$ |
477.3 |
|
|
$ |
850.9 |
|
|
$ |
885.8 |
|
|
|
|
|
|
|
|
|
|
| Operating income |
|
$ |
56.2 |
|
|
$ |
229.1 |
|
|
$ |
70.1 |
|
|
$ |
243.1 |
|
Restructuring charges(a) |
|
19.8 |
|
|
— |
|
|
19.8 |
|
|
— |
|
| Net (gain) loss on dispositions |
|
1.1 |
|
|
(155.2) |
|
|
1.2 |
|
|
(155.1) |
|
| Impairment charges |
|
— |
|
|
8.8 |
|
|
— |
|
|
17.9 |
|
| Depreciation |
|
23.6 |
|
|
18.4 |
|
|
47.2 |
|
|
36.9 |
|
| Amortization |
|
17.4 |
|
|
17.3 |
|
|
34.5 |
|
|
34.9 |
|
| Stock-based compensation |
|
6.0 |
|
|
7.6 |
|
|
15.5 |
|
|
14.8 |
|
| Adjusted OIBDA |
|
$ |
124.1 |
|
|
$ |
126.0 |
|
|
$ |
188.3 |
|
|
$ |
192.5 |
|
| Adjusted OIBDA margin |
|
27.0 |
% |
|
26.4 |
% |
|
22.1 |
% |
|
21.7 |
% |
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to OUTFRONT Media Inc. |
|
$ |
19.5 |
|
|
$ |
176.8 |
|
|
$ |
(1.1) |
|
|
$ |
149.6 |
|
| Depreciation of billboard advertising structures |
|
19.2 |
|
|
13.5 |
|
|
38.0 |
|
|
27.1 |
|
| Amortization of real estate-related intangible assets |
|
15.0 |
|
|
15.9 |
|
|
30.1 |
|
|
32.0 |
|
| Amortization of direct lease acquisition costs |
|
15.6 |
|
|
16.0 |
|
|
28.8 |
|
|
29.1 |
|
| Net loss on disposition of real estate assets |
|
1.1 |
|
|
(155.2) |
|
|
1.2 |
|
|
(155.1) |
|
Impairment charges(b) |
|
— |
|
|
6.4 |
|
|
— |
|
|
13.1 |
|
|
|
|
|
|
|
|
|
|
| Adjustment related to redeemable and non-redeemable noncontrolling interests |
|
— |
|
|
(0.1) |
|
|
(0.1) |
|
|
(0.2) |
|
Income tax effect of adjustments(c) |
|
— |
|
|
10.5 |
|
|
— |
|
|
10.5 |
|
| FFO attributable to OUTFRONT Media Inc. |
|
70.4 |
|
|
83.8 |
|
|
96.9 |
|
|
106.1 |
|
| Non-cash portion of income taxes |
|
(1.2) |
|
|
(0.5) |
|
|
(0.7) |
|
|
(1.1) |
|
| Cash paid for direct lease acquisition costs |
|
(13.4) |
|
|
(13.4) |
|
|
(29.8) |
|
|
(28.7) |
|
| Maintenance capital expenditures |
|
(7.0) |
|
|
(7.7) |
|
|
(13.3) |
|
|
(12.4) |
|
Restructuring charges(a) |
|
19.8 |
|
|
— |
|
|
19.8 |
|
|
— |
|
| Other depreciation |
|
4.4 |
|
|
4.9 |
|
|
9.2 |
|
|
9.8 |
|
| Other amortization |
|
2.4 |
|
|
1.4 |
|
|
4.4 |
|
|
2.9 |
|
Impairment charges on non-real estate assets(b) |
|
— |
|
|
2.4 |
|
|
— |
|
|
4.8 |
|
| Stock-based compensation |
|
6.0 |
|
|
7.6 |
|
|
15.5 |
|
|
14.8 |
|
| Non-cash effect of straight-line rent |
|
2.4 |
|
|
2.9 |
|
|
3.5 |
|
|
6.0 |
|
| Accretion expense |
|
0.7 |
|
|
0.7 |
|
|
1.4 |
|
|
1.5 |
|
Amortization of deferred financing costs |
|
1.5 |
|
|
1.5 |
|
|
3.0 |
|
|
3.1 |
|
| Loss on extinguishment of debt |
|
— |
|
|
1.2 |
|
|
— |
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
Income tax effect of adjustments(c) |
|
(0.7) |
|
|
— |
|
|
(0.7) |
|
|
— |
|
| AFFO attributable to OUTFRONT Media Inc. |
|
$ |
85.3 |
|
|
$ |
84.8 |
|
|
$ |
109.2 |
|
|
$ |
108.0 |
|
(a)In the three and six months ended June 30, 2025, Restructuring charges associated with the Plan, consists of severance payments, employee benefits and related costs, and professional fees, and includes approximately $2.2 million in non-cash charges for stock-based compensation.
(b)Primarily Impairment charges related to our Transit reporting unit and MTA asset group (see Note 4. Intangible Assets to the Consolidated Financial Statements).
(c)Income tax effect related to Restructuring charges in 2025 and Net gain on disposition of real estate assets in 2024.
FFO attributable to OUTFRONT Media Inc. decreased $13.4 million, or 16%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to restructuring charges in 2025 and higher depreciation expense, partially offset by lower interest expense and the impact of impairment charges in 2024.
AFFO attributable to OUTFRONT Media Inc. increased $0.5 million, or 1%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to lower interest expense and lower maintenance capital expenditures, partially offset by lower Adjusted OIBDA, lower non-cash effect of straight-line rent and lower other income. FFO attributable to OUTFRONT Media Inc. decreased $9.2 million, or 9%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to restructuring charges in 2025 and higher depreciation expense, partially offset by lower interest expense and the impact of impairment charges in 2024. AFFO attributable to OUTFRONT Media Inc. increased $1.2 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to lower interest expense and higher equity earnings, partially offset by lower Adjusted OIBDA, lower non-cash effect of straight-line rent, higher maintenance capital expenditures and lower other income.
Segment Results of Operations
We present Adjusted OIBDA as the primary measure of profit and loss for our reportable segments. (See the “Key Performance Indicators” section of this MD&A and Note 18. Segment Information to the Consolidated Financial Statements.)
We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit. Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other. Historical operating results of our Canadian operations are included in Other (see Note 18. Segment Information to the Consolidated Financial Statements) through the date of sale. Also included in Other are operating results for third-party digital equipment sales.
The following table presents our Revenues, Adjusted OIBDA and Operating income by segment in the three and six months ended June 30, 2025 and 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
| (in millions) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Revenues: |
|
|
|
|
|
|
|
|
| Billboard |
|
$ |
351.3 |
|
|
$ |
360.2 |
|
|
$ |
662.0 |
|
|
$ |
674.1 |
|
| Transit |
|
106.3 |
|
|
100.7 |
|
|
184.0 |
|
|
176.4 |
|
| Other |
|
2.6 |
|
|
16.4 |
|
|
4.9 |
|
|
35.3 |
|
| Total revenues |
|
$ |
460.2 |
|
|
$ |
477.3 |
|
|
$ |
850.9 |
|
|
$ |
885.8 |
|
|
|
|
|
|
|
|
|
|
| Operating income |
|
$ |
56.2 |
|
|
$ |
229.1 |
|
|
$ |
70.1 |
|
|
$ |
243.1 |
|
Restructuring charges(a) |
|
19.8 |
|
|
— |
|
|
19.8 |
|
|
— |
|
| Net (gain) loss on dispositions |
|
1.1 |
|
|
(155.2) |
|
|
1.2 |
|
|
(155.1) |
|
| Impairment charges |
|
— |
|
|
8.8 |
|
|
— |
|
|
17.9 |
|
| Depreciation |
|
23.6 |
|
|
18.4 |
|
|
47.2 |
|
|
36.9 |
|
| Amortization |
|
17.4 |
|
|
17.3 |
|
|
34.5 |
|
|
34.9 |
|
Stock-based compensation(b) |
|
6.0 |
|
|
7.6 |
|
|
15.5 |
|
|
14.8 |
|
| Total Adjusted OIBDA |
|
$ |
124.1 |
|
|
$ |
126.0 |
|
|
$ |
188.3 |
|
|
$ |
192.5 |
|
|
|
|
|
|
|
|
|
|
| Adjusted OIBDA: |
|
|
|
|
|
|
|
|
| Billboard |
|
$ |
134.4 |
|
|
$ |
136.0 |
|
|
$ |
233.4 |
|
|
$ |
233.1 |
|
| Transit |
|
7.2 |
|
|
4.5 |
|
|
(7.0) |
|
|
(10.8) |
|
| Other |
|
0.5 |
|
|
1.6 |
|
|
1.0 |
|
|
2.5 |
|
| Corporate |
|
(18.0) |
|
|
(16.1) |
|
|
(39.1) |
|
|
(32.3) |
|
| Total Adjusted OIBDA |
|
$ |
124.1 |
|
|
$ |
126.0 |
|
|
$ |
188.3 |
|
|
$ |
192.5 |
|
|
|
|
|
|
|
|
|
|
| Operating income (loss): |
|
|
|
|
|
|
|
|
| Billboard |
|
$ |
88.6 |
|
|
$ |
102.7 |
|
|
$ |
149.6 |
|
|
$ |
166.4 |
|
| Transit |
|
(0.9) |
|
|
(6.8) |
|
|
(17.9) |
|
|
(34.0) |
|
| Other |
|
0.5 |
|
|
156.9 |
|
|
1.0 |
|
|
157.8 |
|
| Corporate |
|
(32.0) |
|
|
(23.7) |
|
|
(62.6) |
|
|
(47.1) |
|
| Total operating income |
|
$ |
56.2 |
|
|
$ |
229.1 |
|
|
$ |
70.1 |
|
|
$ |
243.1 |
|
(a)In the three and six months ended June 30, 2025, Restructuring charges associated with the Plan, consists of severance payments, employee benefits and related costs, and professional fees, and includes approximately $2.2 million in non-cash charges for stock-based compensation.
(b)Stock-based compensation is classified as Corporate expense.
Billboard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
Six Months Ended |
|
|
|
|
June 30, |
|
% |
|
June 30, |
|
% |
| (in millions, except percentages) |
|
2025 |
|
2024 |
|
Change |
|
2025 |
|
2024 |
|
Change |
| Operating income |
|
$ |
88.6 |
|
|
$ |
102.7 |
|
|
(14) |
% |
|
$ |
149.6 |
|
|
$ |
166.4 |
|
|
(10) |
% |
| Restructuring charges |
|
8.2 |
|
|
— |
|
|
* |
|
8.2 |
|
|
— |
|
|
* |
| Net loss on dispositions |
|
1.2 |
|
|
0.1 |
|
|
* |
|
1.9 |
|
|
0.1 |
|
|
* |
| Depreciation |
|
20.7 |
|
|
16.7 |
|
|
24 |
|
|
42.3 |
|
|
33.4 |
|
|
27 |
|
| Amortization |
|
15.7 |
|
|
16.5 |
|
|
(5) |
|
|
31.4 |
|
|
33.2 |
|
|
(5) |
|
| Adjusted OIBDA |
|
$ |
134.4 |
|
|
$ |
136.0 |
|
|
(1) |
|
|
$ |
233.4 |
|
|
$ |
233.1 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
351.3 |
|
|
$ |
360.2 |
|
|
(2) |
|
|
$ |
662.0 |
|
|
$ |
674.1 |
|
|
(2) |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| Billboard property lease |
|
$ |
(111.8) |
|
|
$ |
(117.9) |
|
|
(5) |
|
|
(221.0) |
|
|
(233.4) |
|
|
(5) |
|
| Posting, maintenance and other |
|
(36.7) |
|
|
(35.6) |
|
|
3 |
|
|
(72.4) |
|
|
(72.2) |
|
|
— |
|
| Total operating expenses |
|
(148.5) |
|
|
(153.5) |
|
|
(3) |
|
|
(293.4) |
|
|
(305.6) |
|
|
(4) |
|
| SG&A expenses |
|
(68.4) |
|
|
(70.7) |
|
|
(3) |
|
|
(135.2) |
|
|
(135.4) |
|
|
— |
|
| Adjusted OIBDA |
|
$ |
134.4 |
|
|
$ |
136.0 |
|
|
(1) |
|
|
$ |
233.4 |
|
|
$ |
233.1 |
|
|
— |
|
| Adjusted OIBDA margin |
|
38.3 |
% |
|
37.8 |
% |
|
|
|
35.3 |
% |
|
34.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York metropolitan area revenues as a percentage of Billboard segment revenues |
|
8 |
% |
|
9 |
% |
|
|
|
8 |
% |
|
9 |
% |
|
|
Los Angeles metropolitan area revenues as a percentage of Billboard segment revenues |
|
14 |
% |
|
15 |
% |
|
|
|
15 |
% |
|
15 |
% |
|
|
* Calculation is not meaningful.
Billboard segment revenues decreased $8.9 million, or 2%, in the three months ended June 30, 2025, compared to the same prior-year period. Billboard segment revenues decreased $12.1 million, or 2%, in the six months ended June 30, 2025, compared to the same prior-year period. The decreases were driven by the impact of lost billboards in the period, partially offset by higher proceeds from condemnations and an increase in average revenue per display (yield), including the impact of programmatic platforms on digital billboard revenues. We expect lost billboards to continue to adversely impact Billboard segment revenue performance throughout the remainder of 2025, particularly in the New York and Los Angeles metropolitan areas. We generated approximately 39% in the three months ended June 30, 2025, 40% in the three months ended June 30, 2024, 39% in the six months ended June 30, 2025, and 38% in the six months ended June 30, 2024, of our Billboard segment revenues from enterprise (formerly known as national) advertising campaigns.
Billboard segment property lease expenses represented 32% of Billboard segment revenues in the three months ended June 30, 2025, and 33% in the three months ended June 30, 2024, 33% of Billboard segment revenues in the six months ended June 30, 2025, and 35% in the six months ended June 30, 2024. Billboard segment property lease expenses decreased $6.1 million, or 5%, in the three months ended June 30, 2025, compared to same prior-year period. Billboard segment property lease expenses decreased $12.4 million, or 5%, in the six months ended June 30, 2025, compared to same prior-year period. The decreases were primarily driven by the impact of lost billboards and lower variable billboard property lease costs. We expect Billboard segment property lease expenses to decline throughout the remainder of 2025, compared to the same prior-year periods, as a result of lost billboards. Billboard segment posting maintenance and other expenses increased $1.1 million, or 3%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by higher production costs and higher compensation-related expenses. Billboard segment posting maintenance and other expenses increased $0.2 million in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by higher compensation-related expenses, partially offset by lower site-related costs.
SG&A expenses in the Billboard segment decreased $2.3 million, or 3%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers. SG&A expenses in the Billboard segment of $135.2 million in the six months ended June 30, 2025, was comparable to the same prior-year period, primarily driven by higher travel and entertainment expenses, higher professional fees and a higher provision for doubtful accounts, offset by lower credit card usage by customers and lower office expenses.
Billboard segment Adjusted OIBDA decreased $1.6 million, or 1%, in three months ended June 30, 2025, compared to the same prior-year period. Billboard segment Adjusted OIBDA decreased $0.3 million in six months ended June 30, 2025, compared to the same prior-year period. Billboard segment Adjusted OIBDA margin was 38.3% in the three months ended June 30, 2025, 37.8% in the three months ended June 30, 2024, 35.3% in the six months ended June 30, 2025, and 34.6% in the six months ended June 30, 2024.
Transit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
% Change |
|
Six Months Ended |
|
% Change |
|
|
June 30, |
|
|
June 30, |
|
| (in millions, except percentages) |
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
| Operating loss |
|
$ |
(0.9) |
|
|
$ |
(6.8) |
|
|
(87) |
% |
|
$ |
(17.9) |
|
|
$ |
(34.0) |
|
|
(47) |
% |
| Restructuring charges |
|
3.6 |
|
|
— |
|
|
* |
|
3.6 |
|
|
— |
|
|
* |
| Net (gain) loss on dispositions |
|
(0.1) |
|
|
— |
|
|
* |
|
(0.7) |
|
|
0.1 |
|
|
* |
| Impairment charges |
|
— |
|
|
8.8 |
|
|
* |
|
— |
|
|
17.9 |
|
|
* |
| Depreciation |
|
2.9 |
|
|
1.7 |
|
|
71 |
|
|
4.9 |
|
|
3.5 |
|
|
40 |
|
| Amortization |
|
1.7 |
|
|
0.8 |
|
|
113 |
|
|
3.1 |
|
|
1.7 |
|
|
82 |
|
| Adjusted OIBDA |
|
$ |
7.2 |
|
|
$ |
4.5 |
|
|
60 |
|
|
$ |
(7.0) |
|
|
$ |
(10.8) |
|
|
(35) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
106.3 |
|
|
$ |
100.7 |
|
|
6 |
|
|
$ |
184.0 |
|
|
$ |
176.4 |
|
|
4 |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| Transit franchise |
|
(62.8) |
|
|
(59.7) |
|
|
5 |
|
|
(120.8) |
|
|
(117.7) |
|
|
3 |
|
| Posting, maintenance and other |
|
(18.2) |
|
|
(17.4) |
|
|
5 |
|
|
(34.8) |
|
|
(33.5) |
|
|
4 |
|
| Total operating expenses |
|
(81.0) |
|
|
(77.1) |
|
|
5 |
|
|
(155.6) |
|
|
(151.2) |
|
|
3 |
|
| SG&A expenses |
|
(18.1) |
|
|
(19.1) |
|
|
(5) |
|
|
(35.4) |
|
|
(36.0) |
|
|
(2) |
|
| Adjusted OIBDA |
|
$ |
7.2 |
|
|
$ |
4.5 |
|
|
60 |
|
|
$ |
(7.0) |
|
|
$ |
(10.8) |
|
|
(35) |
|
| Adjusted OIBDA margin |
|
6.8 |
% |
|
4.5 |
% |
|
|
|
(3.8) |
% |
|
(6.1) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York metropolitan area revenues as a percentage of Transit segment revenues |
|
55 |
% |
|
56 |
% |
|
|
|
56 |
% |
|
55 |
% |
|
|
Los Angeles metropolitan area revenues as a percentage of Transit segment revenues |
|
8 |
% |
|
9 |
% |
|
|
|
7 |
% |
|
9 |
% |
|
|
* Calculation is not meaningful.
Transit segment revenues increased $5.6 million, or 6%, in three months ended June 30, 2025, compared to the same prior-year period. Transit segment revenues increased $7.6 million, or 4%, in six months ended June 30, 2025, compared to the same prior-year period. The increases were primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the periods. We generated approximately 52% in the three months ended June 30, 2025, 53% in the three months ended June 30, 2024, 53% in the six months ended June 30, 2025 and 53% in the six months ended June 30, 2024, of our Transit segment revenues from enterprise (formerly known as national) advertising campaigns.
Transit segment franchise expenses represented 59% of Transit segment revenues in the three months ended June 30, 2025, 59% in the three months ended June 30, 2024, 66% in the six months ended June 30, 2025, and 67% in the six months ended June 30, 2024. Transit segment franchise expenses increased $3.1 million, or 5%, in three months ended June 30, 2025, compared to the same prior-year period. Transit segment franchise expenses increased $3.1 million, or 3%, in six months ended June 30, 2025, compared to the same prior-year period. The increases were primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation and higher variable franchise expenses. Transit segment posting, maintenance and other expenses increased $0.8 million, or 5%, in the three months ended June 30, 2025, compared to the same prior-year period. Transit segment posting, maintenance and other expenses increased $1.3 million, or 4%, in the six months ended June 30, 2025, compared to the same prior-year period.
The increases were primarily driven by higher maintenance and utility costs, and higher site-related costs, partially offset by lower posting and rotation costs.
SG&A expenses in the Transit segment decreased $1.0 million, or 5%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by lower compensation-related expenses and lower professional fees. SG&A expenses in the Transit segment decreased $0.6 million, or 2%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by lower compensation-related expenses.
We recorded impairment charges of $8.8 million in the three months ended June 30, 2024, and $17.9 million in the six months ended June 30, 2024, primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit (see Note 4. Intangible Assets to the Consolidated Financial Statements).
Transit segment Adjusted OIBDA increased $2.7 million, or 60%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses. Transit segment Adjusted OIBDA loss decreased $3.8 million, or 35%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses.
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
Six Months Ended |
|
|
|
|
June 30, |
|
% |
|
June 30, |
|
% |
| (in millions, except percentages) |
|
2025 |
|
2024 |
|
Change |
|
2025 |
|
2024 |
|
Change |
| Operating income |
|
$ |
0.5 |
|
|
$ |
156.9 |
|
|
(100) |
% |
|
$ |
1.0 |
|
|
$ |
157.8 |
|
|
(99) |
% |
| Net gain on dispositions |
|
— |
|
|
(155.3) |
|
|
* |
|
— |
|
|
(155.3) |
|
|
* |
| Adjusted OIBDA |
|
$ |
0.5 |
|
|
$ |
1.6 |
|
|
(69) |
|
|
$ |
1.0 |
|
|
$ |
2.5 |
|
|
(60) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
2.6 |
|
|
$ |
16.4 |
|
|
(84) |
|
|
$ |
4.9 |
|
|
$ |
35.3 |
|
|
(86) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Organic revenues(a): |
|
$ |
2.6 |
|
|
$ |
0.1 |
|
|
* |
|
$ |
4.9 |
|
|
$ |
0.4 |
|
|
* |
| Non-organic revenues |
|
— |
|
|
16.3 |
|
|
* |
|
— |
|
|
34.9 |
|
|
* |
| Total revenues |
|
2.6 |
|
|
16.4 |
|
|
(84) |
|
|
4.9 |
|
|
35.3 |
|
|
(86) |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| Billboard property lease |
|
— |
|
|
(4.3) |
|
|
* |
|
— |
|
|
(10.5) |
|
|
* |
| Transit Franchise |
|
— |
|
|
(0.8) |
|
|
* |
|
— |
|
|
(1.8) |
|
|
* |
| Posting, maintenance and other |
|
(2.0) |
|
|
(4.1) |
|
|
(51) |
|
|
(3.8) |
|
|
(9.4) |
|
|
(60) |
|
| Total operating expenses |
|
(2.0) |
|
|
(9.2) |
|
|
(78) |
|
|
(3.8) |
|
|
(21.7) |
|
|
(82) |
|
| SG&A expenses |
|
(0.1) |
|
|
(5.6) |
|
|
(98) |
|
|
(0.1) |
|
|
(11.1) |
|
|
(99) |
|
| Adjusted OIBDA |
|
$ |
0.5 |
|
|
$ |
1.6 |
|
|
(69) |
|
|
$ |
1.0 |
|
|
$ |
2.5 |
|
|
(60) |
|
| Adjusted OIBDA margin |
|
19.2 |
% |
|
9.8 |
% |
|
|
|
20.4 |
% |
|
7.1 |
% |
|
|
* Calculation is not meaningful.
(a)Organic revenues exclude the impact of the Transaction (“non-organic revenues”).
Total Other revenues decreased $13.8 million, or 84%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by an increase in third-party digital equipment sales. Total Other revenues decreased $30.4 million, or 86%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.
In the three and six months ended June 30, 2024, non-organic revenues reflect the impact of the Transaction.
Organic Other revenues increased $2.5 million in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales. Organic Other revenues increased $4.5 million in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales.
Other operating expenses decreased $7.2 million, or 78%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by higher costs related to third-party digital equipment sales. Other operating expenses decreased $17.9 million, or 82%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by higher costs related to third-party digital equipment sales. Other SG&A expenses decreased $5.5 million, or 98%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction. Other SG&A expenses decreased $11.0 million, or 99%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction.
Other Adjusted OIBDA decreased $1.1 million, or 69%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction, partially offset by an increase in third-party digital equipment sales. Other Adjusted OIBDA decreased $1.5 million, or 60%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.
Corporate
Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding restructuring charges and stock-based compensation, increased $1.9 million, or 12%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher professional fees, including fees related to a management consulting project, partially offset by lower compensation-related expenses. Corporate expenses, excluding stock-based compensation, increased $6.8 million, or 21%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to higher compensation-related expenses, including severance, and higher professional fees, including fees related to a management consulting project.
Liquidity and Capital Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
| (in millions, except percentages) |
|
June 30, 2025 |
|
December 31, 2024 |
|
% Change |
| Assets: |
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
28.5 |
|
|
$ |
46.9 |
|
|
(39) |
% |
| Receivables, less allowance ($21.0 in 2025 and $20.6 in 2024) |
|
299.6 |
|
|
305.3 |
|
|
(2) |
|
| Prepaid lease and transit franchise costs |
|
2.8 |
|
|
4.0 |
|
|
(30) |
|
| Other prepaid expenses |
|
14.2 |
|
|
17.8 |
|
|
(20) |
|
| Other current assets |
|
10.0 |
|
|
11.8 |
|
|
(15) |
|
| Total current assets |
|
355.1 |
|
|
385.8 |
|
|
(8) |
|
| Liabilities: |
|
|
|
|
|
|
| Accounts payable |
|
40.6 |
|
|
51.4 |
|
|
(21) |
|
| Accrued compensation |
|
48.9 |
|
|
56.7 |
|
|
(14) |
|
| Accrued interest |
|
34.2 |
|
|
34.5 |
|
|
(1) |
|
| Accrued lease and transit franchise costs |
|
66.3 |
|
|
82.8 |
|
|
(20) |
|
| Other accrued expenses |
|
59.6 |
|
|
54.3 |
|
|
10 |
|
| Deferred revenues |
|
44.5 |
|
|
42.8 |
|
|
4 |
|
| Short-term debt |
|
70.0 |
|
|
10.0 |
|
|
* |
| Short-term operating lease liabilities |
|
178.6 |
|
|
168.7 |
|
|
6 |
|
| Other current liabilities |
|
37.8 |
|
|
19.6 |
|
|
93 |
|
| Total current liabilities |
|
580.5 |
|
|
520.8 |
|
|
11 |
|
| Working capital |
|
$ |
(225.4) |
|
|
$ |
(135.0) |
|
|
67 |
|
* Calculation is not meaningful.
We continually project anticipated cash requirements for our operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. Due to seasonal advertising patterns and influences on advertising markets, our revenues and operating income are typically highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season. Further, certain of our municipal transit contracts require guaranteed minimum annual payments to be paid on a monthly or quarterly basis, as applicable.
Our short-term cash requirements primarily include payments for operating leases, guaranteed minimum annual payments, interest, capital expenditures, equipment deployment costs and dividends. Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility (as defined below), the AR Facility (as defined below) or other credit facilities that we may establish, to the extent available.
In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology, directly or in connection with joint ventures (including buy/sell arrangements with joint venture partners) or in connection with other strategic transactions. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions and transaction-related expenses will be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.
Our long-term cash needs include principal payments on outstanding indebtedness and commitments related to operating leases and franchise and other agreements, including any related guaranteed minimum annual payments, and equipment deployment costs. Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility or other credit facilities that we may establish, to the extent available.
Although we have taken several actions to date to enhance our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected if cash on hand and operating cash flows decrease in 2025, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain. (See the “Overview” section of this MD&A.)
Working capital was a deficit of $225.4 million as of June 30, 2025, compared to a deficit of $135.0 million as of December 31, 2024, primarily driven by increased borrowings under the AR Facility, restructuring reserves recorded in June 2025 and a lower cash balance.
Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA (as amended, the “MTA Agreement”):
•Deployments. We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, which amounts are subject to the MTA’s ability to fulfill its pre-installation obligations under the MTA Agreement. 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”).
•Recoupment of Equipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. Recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges (see Note 4. Intangible Assets to the Consolidated Financial Statements). If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs. Deployment costs in an amount not to exceed $50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA. For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70% and 30% of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement. We did not recoup any equipment deployment costs in the six months ended June 30, 2025. In addition, we currently do not expect to recoup any equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement. We expect our MTA equipment deployment costs to be approximately $35.0 million in 2025. We expect MTA equipment deployment costs to be approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement and encompass replacement costs.
Accordingly, we expect annual MTA equipment deployment costs will decline now that we have substantially completed our initial deployment during 2024.
•Payments. We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year.
•Term. In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-year base term (the “Amended Term”). We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions.
We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years. However, we cannot reasonably estimate the aggregate financing amount, if any, at this time. As of June 30, 2025, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated. We incurred $12.3 million related to MTA equipment deployment costs in the six months ended June 30, 2025 (which includes equipment deployment costs related to future deployments), for a total of $621.2 million to date, of which $33.9 million had been recouped from incremental revenues to date. As of June 30, 2025, we had Intangible assets related to franchise agreements balance related to the MTA Agreement of $21.6 million. As of June 30, 2025, 27,251 digital displays had been installed, composed of 5,011 digital advertising screens on subway and train platforms and entrances, 15,824 smaller-format digital advertising screens on rolling stock and 6,416 MTA communications displays. In the three months ended June 30, 2025, 218 installations occurred, for a total of 1,006 installations in the six months ended June 30, 2025.
As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the six months ended June 30, 2024, and recorded impairment charges of $8.8 million for the three months ended June 30, 2024, and $17.9 million for the six months ended June 30, 2024. The impairment charges recorded during 2024 represented additional MTA equipment deployment cost spending during the six months ended June 30, 2024. No impairment charges were recorded during the three and six months ended June 30, 2025. We currently expect positive aggregate cash flows on an undiscounted basis through to the end of the Amended Term of the MTA Agreement. If our MTA performance continues to be in line with, or better than, our current model, we would not expect to incur additional impairment charges on our MTA equipment deployment cost spending. There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in additional impairment charges in the future.
On August 5, 2025, 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, 2025, to stockholders of record at the close of business on September 5, 2025.
Debt
Debt, net, consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
| (in millions, except percentages) |
|
June 30, 2025 |
|
December 31, 2024 |
| Short-term debt: |
|
|
|
|
| AR Facility |
|
$ |
70.0 |
|
|
$ |
10.0 |
|
| Total short-term debt |
|
70.0 |
|
|
10.0 |
|
|
|
|
|
|
| Long-term debt: |
|
|
|
|
| Term loan, due 2026 |
|
399.7 |
|
|
399.5 |
|
|
|
|
|
|
| Senior secured notes: |
|
|
|
|
7.375% senior secured notes, due 2031 |
|
450.0 |
|
|
450.0 |
|
|
|
|
|
|
| Senior unsecured notes: |
|
|
|
|
5.000% senior unsecured notes, due 2027 |
|
650.0 |
|
|
650.0 |
|
4.250% senior unsecured notes, due 2029 |
|
500.0 |
|
|
500.0 |
|
4.625% senior unsecured notes, due 2030 |
|
500.0 |
|
|
500.0 |
|
| Total senior unsecured notes |
|
1,650.0 |
|
|
1,650.0 |
|
|
|
|
|
|
| Debt issuance costs |
|
(14.9) |
|
|
(17.0) |
|
| Total long-term debt, net |
|
2,484.8 |
|
|
2,482.5 |
|
|
|
|
|
|
| Total debt, net |
|
$ |
2,554.8 |
|
|
$ |
2,492.5 |
|
|
|
|
|
|
| Weighted average cost of debt |
|
5.4 |
% |
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
| (in millions) |
|
Total |
|
2025 |
|
2026-2027 |
|
2028-2029 |
|
2030 and thereafter |
| Long-term debt |
|
$ |
2,500.0 |
|
|
$ |
— |
|
|
$ |
1,050.0 |
|
|
$ |
500.0 |
|
|
$ |
950.0 |
|
| Interest |
|
580.9 |
|
|
141.3 |
|
|
242.1 |
|
|
144.5 |
|
|
53.0 |
|
| Total |
|
$ |
3,080.9 |
|
|
$ |
141.3 |
|
|
$ |
1,292.1 |
|
|
$ |
644.5 |
|
|
$ |
1,003.0 |
|
Term Loan
The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.1% per annum as of June 30, 2025. As of June 30, 2025, a discount of $0.3 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 2028 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).
As of June 30, 2025, there were no outstanding borrowings under the Revolving Credit Facility.
The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.5 million in each of the three months ended June 30, 2025 and 2024, and $1.0 million in each of the six months ended June 30, 2025 and 2024. As of June 30, 2025, we had issued letters of credit totaling approximately $5.3 million against the letter of credit facility sublimit under the Revolving Credit Facility.
Standalone Letter of Credit Facilities
As of June 30, 2025, we had issued letters of credit totaling approximately $64.6 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, 2025 and 2024.
Accounts Receivable Securitization Facility
As of June 30, 2025, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.
In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). 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.
As of June 30, 2025, there were $70.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.6%. As of June 30, 2025, borrowing capacity remaining under the AR Facility was $80.0 million based on approximately $360.1 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 $0.1 million in the three months ended June 30, 2025, $0.2 million in the six months ended June 30, 2025, and $0.1 million in the six months ended June 30, 2024, and was immaterial for three months ended June 30, 2024. In August 2025, we made a repayment of $20.0 million under the AR Facility.
Debt Covenants
Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness. One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of June 30, 2025, our Consolidated Total Leverage Ratio was 4.8 to 1.0 in accordance with the Credit Agreement.
The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of June 30, 2025, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0 in accordance with the Credit Agreement. As of June 30, 2025, we are in compliance with our debt covenants.
Deferred Financing Costs
As of June 30, 2025, we had deferred $18.2 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior 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 notes.
Equity
At-the-Market Equity Offering Program
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, 2025. As of June 30, 2025, we had approximately $232.5 million of capacity remaining under the ATM Program.
Series A Preferred Stock Issuance
On April 20, 2020, we issued 400,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share. 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, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period. 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.
Reverse Stock Split
On January 17, 2025, we effectuated a 1-for-1.024549 reverse stock split on our common stock (the “Reverse Stock Split”). All shares of the Company’s common stock and per-share data included in the Consolidated Financial Statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.
Cash Flows
The following table presents our cash flows in the six months ended June 30, 2025 and 2024.
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|
Six Months Ended |
|
|
|
|
June 30, |
|
% |
| (in millions, except percentages) |
|
2025 |
|
2024 |
|
Change |
| Net cash flow provided by operating activities |
|
$ |
100.7 |
|
|
$ |
101.6 |
|
|
(1) |
% |
| Net cash flow provided by (used for) investing activities |
|
(61.5) |
|
|
259.5 |
|
|
* |
| Net cash flow used for financing activities |
|
(57.6) |
|
|
(347.1) |
|
|
(83) |
|
| Effect of exchange rate changes on cash and cash equivalents |
|
— |
|
|
(0.4) |
|
|
* |
Net increase (decrease) in cash and cash equivalents |
|
$ |
(18.4) |
|
|
$ |
13.6 |
|
|
* |
*Calculation is not meaningful.
Cash provided by operating activities decreased $0.9 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to a larger use of cash related to accounts payable and accrued expenses, driven by higher incentive compensation payments made in 2025, the timing of receivables and the timing of tax payments related to the Transaction in 2024, partially offset by higher net income, as adjusted for non-cash items, and an increase in restructuring reserves to be paid out in future periods.
Cash used by investing activities was $61.5 million in the six months ended June 30, 2025, compared to Cash provided by investing activities of $259.5 million in the same prior-year period, due primarily to MTA franchise rights in 2025 and cash received from the Transaction in 2024.
The following table presents our capital expenditures in the six months ended June 30, 2025 and 2024.
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|
|
|
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|
|
|
|
Six Months Ended |
|
|
|
|
June 30, |
|
% |
| (in millions, except percentages) |
|
2025 |
|
2024 |
|
Change |
| Growth |
|
$ |
29.6 |
|
|
$ |
29.9 |
|
|
(1) |
% |
Maintenance |
|
13.3 |
|
|
12.4 |
|
|
7 |
|
| Total capital expenditures |
|
$ |
42.9 |
|
|
$ |
42.3 |
|
|
1 |
|
Capital expenditures increased $0.6 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to increased growth in digital displays, higher spending on software and technology, and increased maintenance spending for billboard display upgrades, partially offset by the impact of the Transaction and lower spending on safety-related projects.
For the full year of 2025, we expect our capital expenditures to be approximately $85.0 million, which will be used primarily for new and replacement digital displays, the renovation of certain office facilities, software and technology, maintenance and safety-related projects. This estimate does not include equipment deployment costs that will be incurred in connection with the MTA Agreement (as described above).
Cash used for financing activities decreased $289.5 million in the six months ended June 30, 2025 compared to the same prior-year period. In the six months ended June 30, 2025, we paid total cash dividends of $105.3 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, and drew net borrowings on the AR Facility of $60.0 million. In the six months ended June 30, 2024, we prepaid $200.0 million on the outstanding balance of the Term Loan, made net repayments on the AR Facility of $35.0 million and paid total cash dividends of $104.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.
Cash paid for income taxes increased $0.2 million in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to higher estimated tax payments in 2025.
Off-Balance Sheet Arrangements
Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments and letters of credit. (See Note 17. Commitments and Contingencies to the Consolidated Financial Statements for information about our off-balance sheet commitments.)
Critical Accounting Policies
The preparation of our financial statements in conformity with 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. On an ongoing basis, we evaluate these estimates, which are based on historical experience and on various assumptions that we believe are reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions.
For information regarding accounting policies we consider to be the most critical as they are significant to our financial condition and results of operations, and require significant judgment and estimates on the part of management in their application, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.
For a summary of our significant accounting policies, see Item 8., Note 2. Summary of Significant Accounting Policies to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.
Accounting Standards
See Note 2. New Accounting Standards to the Consolidated Financial Statements for information about the adoption of new accounting standards and recent accounting pronouncements.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We have made statements in this Annual Report on Form 10-K that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates,” “forecast” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our capital resources, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•Declines in advertising and general economic conditions;
•The severity and duration of pandemics, and the impact on our business, financial condition and results of operations;
•Competition;
•Government regulation;
•Our ability to operate our digital display platform;
•Losses and costs resulting from recalls and product liability, warranty and intellectual property claims;
•Our ability to obtain and renew key municipal contracts on favorable terms;
•Taxes, fees and registration requirements;
•Decreased government compensation for the removal of lawful billboards;
•Content-based restrictions on outdoor advertising;
•Seasonal variations;
•Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations;
•Dependence on our management team and other key employees;
•Experiencing a cybersecurity incident;
•Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies;
•Asset impairment charges for our long-lived assets and goodwill;
•Environmental, health and safety laws and regulations;
•Expectations relating to environmental, social and governance considerations;
•Our substantial indebtedness;
•Restrictions in the agreements governing our indebtedness;
•Incurrence of additional debt;
•Interest rate risk exposure from our variable-rate indebtedness;
•Our ability to generate cash to service our indebtedness;
•Cash available for distributions;
•Hedging transactions;
•The ability of our board of directors to cause us to issue additional shares of stock without common stockholder approval;
•Certain provisions of Maryland law may limit the ability of a third party to acquire control of us;
•Our rights and the rights of our stockholders to take action against our directors and officers are limited;
•Our failure to remain qualified to be taxed as a REIT;
•REIT distribution requirements;
•Availability of external sources of capital;
•We may face other tax liabilities even if we remain qualified to be taxed as a REIT;
•Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive investments or business opportunities;
•Our ability to contribute certain contracts to a TRS;
•Our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT;
•REIT ownership limits;
•Complying with REIT requirements may limit our ability to hedge effectively;
•The ability of our board of directors to revoke our REIT election at any time without stockholder approval;
•The Internal Revenue Service may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax;
•Establishing operating partnerships as part of our REIT structure; and
•Completing the Plan may be more difficult, costly, or time consuming for the Company and its management than expected and the anticipated benefits of the Plan, including but not limited to projected cost savings, may not be fully realized or realized at all.
While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this Quarterly Report on Form 10-Q apply as of the date of this report or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk related to commodity prices and to a limited extent, interest rates and credit risks.
Commodity Price Risk
We incur various operating costs that are subject to price risk caused by volatility in underlying commodity values. Commodity price risk is present in electricity costs associated with powering our digital billboard displays and lighting our traditional static billboard displays at night.
We do not currently use derivatives or other financial instruments to mitigate our exposure to commodity price risk. However, we do enter into contracts with commodity providers to limit our exposure to commodity price fluctuations. For the year ended December 31, 2024, such contracts accounted for 8.2% of our total utility costs. As of June 30, 2025, we had active electricity purchase agreements with fixed contract rates for locations in Pennsylvania and Texas, which expire at various dates through October 2027.
Interest Rate Risk
We are subject to interest rate risk to the extent we have variable-rate debt outstanding, including under the Senior Credit Facilities and the AR Facility.
As of June 30, 2025, we had a $400.0 million variable-rate Term Loan due 2026 outstanding, which has an interest rate of 6.1% per year. An increase or decrease of 1/4% in our interest rate on the Term Loan will change our annualized interest expense by approximately $1.0 million.
As of June 30, 2025, there were $70.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.6%. An increase or decrease of 1/4% in our interest rate on the AR Facility will change our annualized interest expense by approximately $0.2 million. In August 2025, we made a repayment of $20.0 million under the AR Facility.
We are not currently using derivatives or other financial instruments to mitigate interest rate risk, although we may do so in the future.
Credit Risk
In the opinion of our management, credit risk is limited due to the large number of customers and advertising agencies utilized. We perform credit evaluations on our customers and agencies and believe that the allowances for credit losses are adequate. We do not currently use derivatives or other financial instruments to mitigate credit risk.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management has carried out an evaluation, under the supervision of and with the participation of our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control Over Financial Reporting
In designing and evaluating our disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
PART II
Item 1. Legal Proceedings.
On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.
Item 1A. Risk Factors.
We have disclosed the risk factors affecting our business, results of operations and financial condition in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025. There have been no material changes from the risk factors previously disclosed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
See Exhibit Index immediately following this Item, which is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit
Number
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Description |
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| 2.1 |
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| 3.1 |
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| 3.2 |
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| 3.3 |
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| 10.1 |
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| 10.2 |
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| 10.3 |
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| 31.1 |
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| 31.2 |
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| 32.1 |
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| 32.2 |
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101.INS |
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema |
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101.CAL |
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Inline XBRL Taxonomy Calculation Linkbase |
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101.DEF |
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Inline XBRL Taxonomy Definition Document |
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101.LAB |
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Inline XBRL Taxonomy Label Linkbase |
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101.PRE |
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Inline XBRL Taxonomy Presentation Linkbase |
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| 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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OUTFRONT MEDIA INC. |
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By: |
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/s/ Matthew Siegel |
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Name: |
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Matthew Siegel |
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Title: |
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Executive Vice President and |
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Chief Financial Officer |
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(Principal Financial Officer) |
Date: August 6, 2025
EX-10.1
2
exhibit1011.htm
EX-10.1
Document
Draft of April 30, 2025
SEPARATION AGREEMENT
This Separation Agreement (“Separation Agreement”) is between Jodi Senese (“Executive”) and OUTFRONT Media Inc. (the “Company”).
In consideration of the mutual covenants, agreements, and understandings set forth herein, the Company and Executive agree as follows:
1. Executive was employed by the Company pursuant to an Employment Agreement that took effect on June 6, 2016 (the “Employment Agreement”). A true and correct copy of the Employment Agreement is attached hereto as Exhibit B.
2. Executive’s employment with the Company will terminate without “Cause” (as such term is defined in Paragraph 7(d) of the Employment Agreement) on December 31, 2025 (the “Separation Date”); provided, however, that for the period from July 1, 2025, to December 31, 2025, Executive (a) will have the title “Director, Special Projects,” (b) will be available as needed for specific special projects assigned to her by the Company’s Chief Executive Officer, and (c) will continue to be: (i) compensated through the Separation Date at her current rate of $21,154.85 per pay period, subject to all legally required deductions; and (ii) her eligibility for benefits will not change after her title changes to Director, Special Projects. Further, Executive remains entitled to payment for all accrued and unused vacation, subject to all legally required deductions.
3. In further consideration of (a) Executive’s execution of a release in the form attached hereto as Exhibit A (the “Release”) on or after the Separation Date and the non-revocation of the Release within seven (7) days after her execution and delivery of the Release to the Company, (b) Executive not voluntarily resigning prior to the Separation Date and performing the responsibilities set forth in the Employment Agreement until June 30, 2025 and then those responsibilities set forth in Paragraph 2 of this Separation Agreement thereafter, and (c) the other obligations that Executive owes to the Company under the Employment Agreement and this Separation Agreement, the Company agrees that Executive shall be entitled to receive all amounts specified in Paragraph 7(d) of the Employment Agreement, modified only as follows:
(a) in satisfaction of the Company’s obligation pursuant to Paragraph 7(d)(i) of the Employment Agreement, the Company shall pay Executive a total amount of One Million One Hundred Thousand Dollars ($1,100,000), less legally required deductions. The amount recited in this Paragraph 3(a) shall be paid to Executive in equal biweekly installments, less applicable deductions, beginning on the first payroll date following Executive’s execution and non-revocation of the Release on or after the Separation Date and continuing for a total period of twenty-four (24) months (the “Severance Payment Period”);
(b) in satisfaction of the Company’s obligation pursuant to Paragraph 7(d)(ii) of the Employment Agreement, the Company shall pay Executive a Pro-Rata
Bonus (as such term is defined in Paragraph 7(d)(ii) of the Employment Agreement), provided that (i) Executive has performed her responsibilities as set forth in this Separation Agreement, (ii) the percentage used for the calculation of Executive’s bonus shall be the same percentage used for the calculation of the bonuses of the other members of the Company’s executive team as of December 31, 2025, and (iii) such Pro Rata Bonus shall be paid as and when the bonuses of the other members of the Company’s executive team are paid;
(c) if Executive elects for COBRA coverage under Paragraph 7(d)(iii) of the Employment Agreement, then the Company shall pay Executive’s COBRA premium until the earlier of: (i) eighteen months from the Separation Date; or (ii) the date on which Executive becomes eligible for medical and dental coverage from a third-party employer. Executive agrees that in the event she becomes eligible for medical and dental coverage from a third-party employer then Executive will notify the Company in writing and the Company will cease paying Executive’s COBRA premium immediately upon receipt of such written notice. To the extent that Executive elects to continue to receive COBRA benefits in accordance with applicable laws after the Company’s obligations under this Paragraph 3(c) cease, then Executive shall be responsible for the entire COBRA premium. Executive acknowledges that Executive has been advised that Executive may be able to continue Executive’s health benefits pursuant to COBRA and that Executive will receive additional information regarding COBRA under separate cover; and
(d) as soon as reasonably practicable (assuming the Release has not been revoked), the Company shall vest all outstanding equity awards granted to Executive prior to the Separation Date, provided (i) that any equity grant subject to continuing performance conditions will accelerate and vest at target performance, and (ii) any sale of equity by Executive shall be made only in compliance the Company’s policies and procedures
4. This Separation Agreement is not an admission by the Company of any liability. The Company specifically denies and disclaims any discrimination or injury to any person.
5. The parties agree that this Separation Agreement may not be introduced in any proceeding, except to establish the terms of this Separation Agreement or the breach of this Separation Agreement, or as may be required by law or judicial directive, subpoena, or governmental agency or regulation.
6. Executive agrees not to make or authorize any written or oral statement about any of the Releasees that Executive knows or reasonably should know to be untrue and agrees not to make any defamatory statement about any of the Releasees. Notwithstanding the above, nothing in this Paragraph or any other provision of this Separation Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct Executive has reason to believe is unlawful. The Company shall not authorize any written or oral statement about Executive that: (i) it knows or reasonably should know to be untrue; or (ii) is defamatory.
7. Executive agrees that she will neither directly nor indirectly disclose the existence or terms of this Separation Agreement except to her immediate family, tax advisor and attorney, federal or state taxing authorities, as compelled by law, court process, subpoena, governmental agency or regulation or as otherwise permissible under this Separation Agreement.
8. This Separation Agreement and the Release, when executed, contain the complete understanding of the parties. No other promises or agreements shall be binding or modify this Separation Agreement unless reduced to writing and signed by the parties hereto or counsel for the parties. Notwithstanding the foregoing, Executive’s obligations to the Company as set forth in the Employment Agreement shall remain in full force and effect.
9. This Separation Agreement shall be governed by New York law without regard to conflicts of laws principles, and any action to enforce this Separation Agreement must be brought and heard in a court within the State of New York. The parties to this Separation Agreement consent to personal jurisdiction in New York in any action commenced to enforce its terms.
10. If any term of this Separation Agreement is declared invalid for any reason, such determination shall not affect the validity of the remainder of this Separation Agreement unless the effect thereof would be to deny one or the other party hereto a material part of the consideration it/she is receiving for entering into this Separation Agreement. The remaining parts of this Separation Agreement shall remain in effect as if this Separation Agreement had been executed without the invalid term unless the effect thereof would be to deny one or the other party hereto a material part of the consideration it/she is receiving for entering into this Separation Agreement. If this entire Separation Agreement is declared invalid for any reason, then Executive agrees to immediately return all amounts paid to Executive pursuant to Paragraph 3(a) and (b), and to reimburse all amounts paid by the Company pursuant to Paragraph 3(c), of this Separation Agreement.
11. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“409A”). The Company shall undertake to administer, interpret and construe the provisions of the Agreement in a manner that does not result in the imposition of any additional tax, penalty or interest under 409A on any party hereto.
12. Executive warrants that she is fully competent to enter into this Agreement and that she has consulted with an attorney prior to executing this Agreement to the extent that she chose to do so, that she has read and understands this Agreement, and that she has signed this Agreement freely and voluntarily.
PLEASE READ CAREFULLY. EXHIBIT A TO THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
To signify the parties’ agreement to the terms of this Agreement, the parties have executed this Agreement on the date set forth below their signatures.
JODI SENESE OUTFRONT Media Inc.
__/s/ Jodi Senese_______________ _/s/_Nicolas Brien_______________
Date: __5/1/2025_______________ Date: __5/1/2025__________
EXHIBIT A
FORM OF RELEASE
WHEREAS, Jodi Senese (hereinafter referred to as “Executive”) is employed by OUTFRONT Media Inc., a Maryland corporation (hereinafter referred to as the “Company”), and is a party to an employment agreement dated as of June 6, 2016 (the “Employment Agreement”) annexed hereto as Exhibit B which provides for Executive's employment by the Company on the terms and conditions specified therein; and
WHEREAS, on ___________ Executive and the Company subsequently executed a Separation Agreement (the “Separation Agreement”) to which this Release was attached as Exhibit A.
WHEREAS, pursuant to Paragraph 7(d) of the Employment Agreement and Paragraph 3 of the Separation Agreement, Executive has agreed to execute this release as a condition of her entitlement to certain payments and benefits upon her termination of employment by the Company as specified in the Separation Agreement.
NOW, THEREFORE, in consideration of the premises and promises contained in the Separation Agreement and herein and for other good and valuable consideration received or to be received by Executive in accordance with the terms of the Separation Agreement, it is agreed as follows:
1. Release
(a) Executive acknowledges, understands and agrees that:
(i) she has no knowledge (actual or otherwise) of any complaint, claim or action that she may have against the Company and its owners, stockholders, predecessors, successors, assigns, directors, officers, employees, divisions, subsidiaries, affiliates (and directors, officers and employees of such companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”), or any of them;
(ii) Executive hereby irrevocably and unconditionally waives, releases, settles (gives up), acquits and forever discharges the Releasees from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, any claims for salary, salary increases, alleged promotions, expanded job responsibilities, constructive discharge, misrepresentation, bonuses, equity awards of any kind, severance payments, unvested retirement benefits, vacation entitlements, benefits, moving expenses, business expenses, attorneys’ fees, any claims which she may have under any contract (including the Employment Agreement), or policy (whether
such contract or policy is written or oral, express or implied), rights arising out of alleged violations of any covenant of good faith and fair dealing (express or implied), any tort, any legal restrictions on the Company's right to terminate employees, and any claims which she may have based upon any Federal, state or other governmental statute, regulation or ordinance (including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1870, the Americans with Disabilities Act of 1990, as amended, the Americans with Disabilities Act Amendments Act of 2008, the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, the Fair Labor Standards Act of 1938, as amended by the Equal Pay Act of 1963, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (except as to vested benefits or benefits to be vested pursuant to the Separation Agreement), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act of 2008, the Lilly Ledbetter Fair Pay Act of 2009, the Fair Credit Reporting Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York City Administrative Code, the New York Labor Law, including, but not limited to, Sections 215 and 740 thereof, the New York Wage Theft Prevention Act, the New York Codes, Rules and Regulations, and Section 409A of the Internal Revenue Code of 1986, as amended) that Executive now has, or has ever had, or ever shall have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of Executive’s execution hereof that, in each case, directly or indirectly arise out of, relate to, or are connected to, Executive’s services to, or employment by the Company (any of the foregoing being a “Claim” or, collectively, the “Claims”);
(iii) Executive will not now, or in the future, accept any recovery (including monetary damages or any form of personal relief) in any forum, nor will she pursue or institute any Claim against any of the Releasees, except that Executive shall be free to accept any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934; and
(iv) Executive is not entitled to, and will not seek, any consideration, including but not limited to, any wages, sick pay, disability pay, bonus, commissions, compensation, profit sharing contributions, restricted stock, stock options, equity awards, payment or benefit from any of the Releasees other than that to which she may be entitled pursuant to Paragraph 3 of the Separation Agreement.
(b) Notwithstanding the foregoing, Executive has not waived and/or relinquished any rights she may have to file any Claim that cannot be waived and/or relinquished pursuant to applicable laws, including the right to file a charge, report possible violations of federal law or regulation, or participate in any investigation with the Equal Employment Opportunity Commission (the “EEOC”) or any similar state or local agency, the Congress, the National Labor Relations Board and any agency Inspector General, or any other governmental or administrative agency that is responsible for enforcing a law on behalf of the government, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Further, this Agreement does not limit Executive’s right to
receive an award for information provided to any governmental agency or entity. Executive also acknowledges and understands that because Executive is waiving and releasing all Claims for monetary damages and any other form of personal relief per Paragraph 1(a) (except for such monetary damages expressly excluded from such waiver as described in Paragraph 1(a)(iii)), Executive may only seek and receive non- personal forms of relief through any such Claim.
(c) Moreover, this Release shall not apply to (i) any of the obligations of the Company or any other Releasee under the Separation Agreement, or under any benefit plans, contracts, documents or programs described or referenced in the Separation Agreement, (ii) any rights Executive may have to obtain contribution or indemnity against the Company or any other Releasee whether pursuant to contract, the Company's certificate of incorporation and by-laws or otherwise, (iii) any Claim for reimbursement of ordinary and necessary business expenses incurred by the Executive during the course of the Executive's employment consistent with Company policies, and (iv) any claims brought in connection with the Executive's capacity as a shareholder of the Company.
2. Executive represents and warrants that she has returned to the Company all property of the Company and any Confidential Information (as such term is defined in Paragraph 12 of the Employment Agreement). In addition, Executive represents and warrants that she has deleted all of the Company’s Confidential Information from Executive’s personal computers, other memory devices and/or records. Executive also represents and warrants that she has provided all passwords to the Company’s databases.
3. Executive represents and acknowledges that in executing this Release she is not relying upon, and has not relied upon, any representation or statement not set forth herein made by any of the agents, representatives or attorneys of the Releasees with regard to the subject matter, basis or effect of this Release or otherwise.
4. This Release shall not in any way be construed as an admission by any of the Releasees that any Releasee has acted wrongfully or that Executive has any rights whatsoever against any of the Releasees except as specifically set forth herein, and each of the Releasees specifically disclaims any liability to any party for any wrongful acts.
5. It is the desire and intent of the parties hereto that the provisions of this Release be enforced to the fullest extent permissible under law. Should there be any conflict between any provision hereof and any present or future law, such law shall prevail, but the provisions affected thereby shall be curtailed and limited only to the extent necessary to bring them within the requirements of law, and the remaining provisions of this Release shall remain in full force and effect and be fully valid and enforceable unless the effect thereof would be to deny one or the other party hereto a material part of the consideration it/she is receiving for entering into Release.
6. Executive warrants that she is fully competent to enter into this Release and acknowledges that he has been afforded the opportunity to review this Release with an attorney for at least twenty-one (21) calendar days, that she has been advised to consult with an attorney prior to executing this Release, that she has read and understands this Release, and that she has
signed this Release freely and voluntarily. If Executive executed this Release prior to the end of such twenty-one (21) day period, such early execution was a knowing and voluntary waiver by Executive of her right to consider this Release for twenty-one (21) days, and was due to Executive’s belief that Executive had ample time in which to consider and understand this Release and review it with an attorney. Further, Executive acknowledges that she has the opportunity to revoke this Release within seven (7) calendar days of signing it in accordance with the Age Discrimination in Employment Act and that she must notify the Company in writing within seven (7) days of signing this Release if she wishes to revoke it. Revocation can be made by delivering a written notice of revocation to the office of the General Counsel of the Company, 90 Park Avenue, 9th Floor, New York, New York 10016. For this revocation to be effective, written notice must be received by the General Counsel no later than the close of business on the seventh day after Executive signs this Release. If Executive timely revokes his execution of this Release, then Executive acknowledges that this Release shall be of no force or effect and Executive must return any amounts received hereunder
7. This Release shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof or to those of any other jurisdiction which, in either case, could cause the application of the laws of any jurisdiction other than the State of New York. This Release is binding on the successors and assigns of Executive.
PLEASE READ CAREFULLY. THIS RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. THIS RELEASE IS NOT INTENDED TO BE EXECUTED BY EXECUTIVE UNTIL THE SEPARATION DATE SET FORTH IN THE SEPARATION AGREEMENT
This Release is executed as of the ______ day of _________________, 2025.
______________________________________
Jodi Senese
EXHIBIT B
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 6th day of June, 2016, by and between OUTFRONT Media Inc. (“OUTFRONT”), having an address at 405 Lexington Avenue, New York, New York 10174, and Jodi Senese (“Executive”), whose address is 5 Apache Circle, Katonah, NY 10536.
WITNESSETH:
WHEREAS, OUTFRONT desires for Executive to continue serving as Chief Marketing Officer of OUTFRONT, and Executive is willing to perform such services, upon the terms, provisions and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, it is agreed upon between OUTFRONT and Executive as follows:
1. Employment Period. (a) OUTFRONT shall employ Executive, and Executive hereby accepts employment as OUTFRONT’s Chief Marketing Officer until one of the events stated in paragraph 1(b) occurs. The period during which Executive is employed by OUTFRONT shall be referred to herein as the “Employment Period”. Notwithstanding anything in this Agreement to the contrary, Executive will be an at-will employee of OUTFRONT, and Executive or OUTFRONT may terminate Executive’s employment with OUTFRONT for any reason or no reason at any time.
(b) The Employment Period shall end upon the first to occur of any of the following events:
i. Executive’s death;
ii. OUTFRONT’s termination of Executive’s employment due to Executive’s disability;
iii. OUTFRONT’s termination of Executive’s employment for Cause (as defined in paragraph 7(b));
iv. a Termination Other Than for Cause (as defined in paragraph 7(d)); or
v. Executive’s voluntary termination.
2. Compensation. (a) OUTFRONT agrees to pay Executive, and Executive agrees to accept from OUTFRONT for Executive’s services hereunder, a base salary of Four Hundred Seventy-Five Thousand Dollars ($475,000). Base salary shall be payable in accordance with the regular payroll practices of OUTFRONT. During the Employment Period, Executive’s base salary shall be subject to the potential of increase at OUTFRONT’s discretion in accordance with
OUTFRONT’s compensation guidelines and practices; provided, however, that in no event shall Executive’s base salary be less than $475,000.
(b) OUTFRONT agrees Executive shall be eligible to be considered for participation in OUTFRONT’s Executive Bonus Plan (the “EBP”), i.e., OUTFRONT’s current bonus plan, or any successor plans to the EBP. Executive shall have an annual bonus target equal to fifty percent (50%) of Executive’s base salary. Since the EBP is administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of the awards under the EBP, if any, shall be determined on an annual basis at the sole discretion of the Board of Directors of OUTFRONT (the “Board”), or the appropriate committee of such Board.
(c) OUTFRONT further agrees that Executive shall be eligible to be considered for participation in the OUTFRONT Media Inc. Omnibus Stock Incentive Plan (the “LTIP”), or any successor plans to the LTIP, and shall be recommended for an annual grant with a Target Long-Term Incentive value equal to Five Hundred Thousand Dollars ($500,000). Since the LTIP is administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of the awards under the LTIP, if any, shall be determined on an annual basis at the sole discretion of the Board, or the appropriate committee of such Board.
3. Benefits. (a) Executive shall be eligible to participate in all plans now existing or hereafter adopted for the general benefit of OUTFRONT employees for the period of such plans’ existence, subject to the provisions of such plans as the same may be in effect from time to time unless otherwise prescribed. Executive shall also be eligible to participate in other OUTFRONT benefit plans in which participation is limited to OUTFRONT executives in positions comparable to or lesser than Executive’s position. Since plans in this latter category are administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation because the discretion of the Board, or that of the appropriate committee of such Board, in granting participation, is absolute. To the extent Executive participates in any benefit plan, such participation shall be based upon Executive’s base salary, unless otherwise indicated in the plan document.
(b) Executive shall be eligible for vacation in accordance with OUTFRONT’s vacation policy.
4. Position and Duties. Executive agrees to devote all business time and attention to the affairs of OUTFRONT, except during vacation periods and reasonable periods of illness or other incapacity consistent with the practices of OUTFRONT for executives in comparable positions. Executive further agrees that Executive’s services shall be completely exclusive to OUTFRONT during the Employment Period and that Executive will fulfill all fiduciary duties and exhibit a duty of loyalty to OUTFRONT at all times. Executive also agrees to comply with all applicable OUTFRONT policies, as may be amended from time to time.
5. Employment Policies. (a) Executive acknowledges that Executive has been furnished a copy of OUTFRONT’s Code of Conduct (the “Code”). Executive represents and warrants that Executive has read and fully understands all of the requirements thereof, and that Executive is in full compliance with the terms of the Code. Executive further represents and warrants that at all times during the term hereof, Executive shall perform Executive’s services hereunder in full compliance with the Code, and with any revisions thereof or additions thereto.
(b) During the Employment Period, except as authorized by OUTFRONT, Executive shall not (i) give any interviews or speeches, or (ii) prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions or other creations, in either case, concerning OUTFRONT, or any of OUTFRONT’s affiliated companies or any of their respective officers, directors, agents, employees, suppliers or customers. For the avoidance of doubt, Executive has been authorized by OUTFRONT to make public statements and comments to the press in the same manner with respect to content, tone and forum as Executive has made such public statements and comments to the press in the course of her duties for OUTFRONT prior to the Employment Period.
(c) Executive shall act at all times with due regard to public morals, conventions, and OUTFRONT policies. If Executive shall have committed or does commit any act, or if Executive shall have conducted or does conduct herself in a manner, which shall be an offense involving moral turpitude under federal, state or local laws, or which might tend to bring Executive to public disrepute, contempt, scandal or ridicule, or which might tend to reflect unfavorably upon OUTFRONT, OUTFRONT shall have the right to terminate this Agreement upon notice to Executive given at any time following the date on which the commission of such act, or such conduct, shall have become known to OUTFRONT.
6. EEOC Acknowledgement. Executive acknowledges that OUTFRONT is an equal opportunity employer. Executive represents and warrants that Executive has read and fully understands the OUTFRONT Equal Employment Opportunity (“EEO”) policy and that Executive is in full compliance with the terms of the EEO policy. Executive further represents and warrants that Executive will comply with the EEO policy and with applicable Federal, state and local laws prohibiting discrimination on the basis of race, color, national origin, religion, sex, age, disability, alienage or citizenship status, sexual orientation, veteran’s status, gender identity or gender expression, marital status, height or weight, genetic information or any other characteristic protected by law or OUTFRONT policy during the Employment Period.
7. Post-Employment Payments.
(a) Death. In the event of Executive’s death, base salary payments and all other compensation to be paid pursuant to this Agreement shall cease immediately and this Agreement shall terminate at the time of death; provided, however, that the estate of Executive shall receive (i) any base salary due and not yet paid through the date of Executive’s death, (ii) any accrued but unused vacation to which Executive was entitled (items (i) and (ii), collectively, the “Accrued Amounts”), and (iii) a pro-rata portion of any bonus compensation for the calendar year in which the death occurs, determined in accordance with the EBP. The Accrued Amounts shall be paid in a lump sum to the Executive’s estate on the first payroll date following
Executive’s death. The precise amount of the pro-rata bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable executives, and such bonus, if any, less applicable deductions and withholding taxes, shall be payable by February 28 of the calendar year following the calendar year in which the termination occurs in accordance with EBP guidelines. In the event Executive’s death occurs while the Severance Payment (as defined in paragraph 7(d)) is still being paid, the payments provided for in paragraph 7(d) below that have not been paid as of Executive’s death shall be made in a lump sum payment no later than February 28 of the calendar year following the calendar year of Executive’s death.
(b) Termination for Cause. If, during the Employment Period, OUTFRONT properly terminates the employment of Executive for Cause, which for these purposes is defined as (i) dishonesty, fraud, misappropriation or embezzlement on the part of Executive, (ii) conviction for criminal activity other than minor traffic offenses, (iii) Executive’s repeated willful failure to perform services hereunder, or (iv) Executive’s breach of the provisions of paragraphs 4, 5, 6, 8, 9, 10, 11, 12 or 13 hereof (each of (i), (ii), (iii) and (iv) constituting “Cause”), then OUTFRONT shall immediately have the right to terminate this Agreement without further obligation of any nature, including, but not limited to, the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the payment of vested benefits and/or allowing Executive to be eligible for medical and dental benefits as required by law.
(c) Disability. If, during the Employment Period, OUTFRONT terminates the employment of Executive on account of Executive’s disability or other incapacity, then OUTFRONT shall have no further obligation to Executive hereunder; provided, however, that in the event of Executive’s disability or other incapacity OUTFRONT may terminate this Agreement effective only after the expiration of a period the length of which shall be determined by the OUTFRONT Human Resources Department pursuant to the then applicable OUTFRONT short-term and long-term disability programs (which, as of the date hereof, provides that termination shall occur upon the expiration of short-term disability benefits). Notwithstanding the foregoing, Executive shall be entitled to receive (i) the Accrued Amounts (earned through the termination of Executive’s employment pursuant to this paragraph 7(c)) and (ii) a pro-rata portion of any bonus compensation for the calendar year in which the termination occurs, determined in accordance with the EBP. The Accrued Amounts shall be paid in a lump sum to Executive on the first payroll date following the termination of Executive’s employment. The precise amount of the pro-rata bonus, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable executives, and such bonus, if any, less applicable deductions and withholding taxes, shall be payable by February 28 of the calendar year following the calendar year in which the termination occurs in accordance with EBP guidelines.
(d) Termination Other Than for Cause. If, during the Employment Period, the employment of Executive is terminated by OUTFRONT other than for Cause (as defined above), death, disability or other incapacity (hereinafter collectively referred to as “Termination Other
Than for Cause”), then, upon execution of a release that becomes effective and irrevocable as provided in paragraph 19 below, Executive shall be entitled to receive:
(i) a severance payment in the amount of eighteen (18) months of base salary continuance at Executive’s then current base salary, payable in accordance with OUTFRONT’s regular payroll practices (the “Severance Payment”);
(ii) a prorated bonus for that portion of the year of such termination during which Executive actively rendered services, paid in accordance with the EBP (the “Pro-Rata Bonus”). The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable executives, and such bonus, if any, less applicable deductions and withholding taxes, shall be payable by March 15 of the calendar year following the calendar year in which the termination occurs in accordance with EBP guidelines; and
(iii) to the extent that the Termination Other Than for Cause is considered a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (“Section 409A”), and which results in the Executive’s loss of eligibility for medical and/or dental benefits under OUTFRONT’s then effective benefit plans, Executive shall be eligible for continued coverage under the existing plans applicable to Executive and/or continued medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. section 1161 et seq. (“COBRA”) until the earlier of (A) the date that is eighteen (18) months from the date of Executive’s termination, or (B) the date on which Executive becomes eligible for medical and dental coverage from a third-party employer. If Executive elects to continue Executive’s coverage under OUTFRONT’s medical and/or dental plans under COBRA, and if Executive signs the release described in paragraph 19 hereof, OUTFRONT will provide Executive’s coverage at no cost for a time period up to twelve (12) months (assuming Executive does not become covered under another group plan sooner). Any COBRA coverage beyond this time period will be at Executive’s own cost. The amount OUTFRONT will pay for continued medical and/ or dental COBRA coverage following Executive’s Termination Other Than for Cause, if any, will be treated as taxable income and will be reported on a Form W-2, and OUTFRONT may withhold taxes from Executive’s compensation for this purpose. The parties agree that, consistent with the provisions of Section 409A, the following in-kind benefit rules shall also apply: (x) the amount of in-kind benefits paid during a calendar year will not affect the in-kind benefits, if any, provided to Executive in any other calendar year; and (y) Executive’s right to in-kind benefits is not subject to liquidation or exchange for another benefit.
The Severance Payment provided for in this paragraph 7(d) is in lieu of any other severance payment or protection under any plan that may now or hereafter exist and shall be the sole and exclusive compensation payable in the event of a Termination Other Than for Cause. For the avoidance of doubt, following Executive’s Termination Other Than for Cause, OUTFRONT shall have no further obligation to Executive of any nature, including, but not
limited to, the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the payments and benefit entitlements expressly provided for in this paragraph 7(d). Notwithstanding the foregoing, Executive shall be entitled to receive any base salary due and not yet paid and any accrued but unused vacation should Executive’s employment be terminated pursuant to this paragraph 7(d), and in the event of Executive’s death, Executive’s estate shall receive any severance payment due and not yet paid through the date of Executive’s death. Nothing herein shall obligate OUTFRONT to utilize Executive’s services.
Each payment under this paragraph 7(d) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payment under this paragraph 7(d) that is not made during the period following Executive’s Termination Other Than for Cause because Executive has not executed the release described in paragraph 19, shall be paid to Executive in a single lump sum on the first payroll date following the last day of the Release Effective Date (as defined in paragraph 19); provided that Executive executes and does not revoke the release in accordance with the requirements of paragraph 19. Notwithstanding the foregoing, in the event that Executive is a “specified employee” (within the meaning of Section 409A and as determined pursuant to procedures adopted by OUTFRONT) and has actually, or is deemed to have, incurred a “separation from service” within the meaning of Section 409A (a “409A Termination”) and if any portion of Executive’s base salary or Pro-Rata Bonus that would be paid to the Executive (for Termination Other Than for Cause) during the six-month period following such 409A Termination constitutes deferred compensation (within the meaning of Section 409A), such portion shall be paid to Executive on the earlier of (i) the first business day of the seventh month following the month in which Executive’s 409A Termination occurs or (ii) Executive’s death (the applicable date, the “Permissible Payment Date”) rather than as described in the prior sentence, and remaining payments of base salary and/or Pro-Rata Bonus, if any, shall be paid to Executive or to Executive’s estate, as applicable, by payment of Executive’s base salary on regular payroll dates commencing with the payroll date that follows the Permissible Payment Date and by payment of any Pro-Rata Bonus on the first payroll date that follows the Permissible Payment Date.
(e) Resignation of Positions. If Executive’s employment with OUTFRONT terminates for any reason, then, unless otherwise determined by the Executive Vice President, General Counsel and Corporate Secretary of OUTFRONT, Executive shall automatically be deemed to have resigned at that time from any and all officer or director positions that Executive may have held with OUTFRONT or any of OUTFRONT’s affiliated companies and all board seats or other positions in other entities Executive held on behalf of OUTFRONT, including any fiduciary positions (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by OUTFRONT. Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance. If, however, for any reason this paragraph 7(e) is deemed insufficient to effectuate such resignation, Executive agrees to execute, upon the request of OUTFRONT or any of its affiliated companies, any documents or instruments which OUTFRONT may deem necessary or desirable to effectuate such resignation or resignations. and Executive hereby authorizes the Secretary and any Assistant Secretary of OUTFRONT or any of its affiliated companies to execute any such documents or instruments as Executive’s attorney-in-fact.
8. Discoveries and Inventions. OUTFRONT shall own all right, title and interest for the maximum time period available under applicable law to the results of Executive’s services and all artistic materials and intellectual properties which are, in whole or in part, created, developed or produced by Executive during the Employment Period and which are suggested by or related to Executive’s employment hereunder or any activities to which Executive is assigned, and Executive shall not have or claim to have any right, title or interest therein of any kind or nature. Executive hereby undertakes and covenants to do all such further acts and execute all such further assignments, documents and instruments (including, without limitation, patent and copyright registrations and applications) as OUTFRONT may from time to time require or request to effectuate this paragraph 8, and in the event Executive fails to do so within fifteen (15) days of receiving written notice from OUTFRONT requesting the same, Executive hereby appoints OUTFRONT to execute such documents and instruments in its name and on its behalf as its duly authorized attorney and this appointment shall be deemed to be a power coupled with an interest and shall be irrevocable.
9. Non-Disparagement. Executive agrees that, during the Employment Period and for one (1) year thereafter, Executive shall not, in any communications with the press or other media or any customer, client or supplier of OUTFRONT or any of OUTFRONT’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of OUTFRONT or any of OUTFRONT’s affiliated companies or any of their respective directors, officers or employees.
10. Non-Solicitation. Executive agrees that, during the Employment Period and for one (1) year thereafter, Executive shall not, directly or indirectly: (i) employ or solicit the employment of any person who is then or has been within six (6) months prior thereto, an employee of OUTFRONT or any of OUTFRONT’s affiliated companies; or (ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of OUTFRONT or any of OUTFRONT’s affiliated companies with any customer, employee, consultant or supplier. Should OUTFRONT have reason to believe Executive is violating the terms of this Paragraph 10, OUTFRONT may contact any individual(s) necessary to (a) determine the existence of a violation and (b) enforce this paragraph 10, without being deemed to have violated the confidentiality terms of any written agreement between Executive and OUTFRONT.
11. Non-Competition. Executive agrees that Executive’s employment with OUTFRONT is on an exclusive basis and that, while Executive is employed by OUTFRONT, Executive will not engage in any other business activity which is in conflict with Executive’s duties and obligations (including Executive’s commitment of time) under this Agreement. Executive agrees that, during the Non-Compete Period (as defined below), Executive shall not directly or indirectly engage in or participate as an owner, partner, member, stockholder, officer, employee, director, agent of or consultant for any business competitive with any business of OUTFRONT, without the written consent of OUTFRONT; provided, however, that this provision shall not prevent Executive from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an
automated quotation system. The Non-Compete Period shall cover the entire Employment Period, provided, however, that, if Executive’s employment terminates before the then scheduled end of the Employment Period, the Non-Compete Period shall terminate on: (a) the date that is twelve (12) months after OUTFRONT terminates Executive’s employment as a result of a Termination Other Than for Cause even if these twelve (12) months extend beyond the end of the Employment Period; or (b) the date that base salary continuation payments are no longer being made to Executive pursuant to paragraph 7(d); or (iii) twelve (12) months after OUTFRONT terminates Executive’s employment for Cause even if these twelve (12) months extend beyond the end of the Employment Period. “Cause” has the meaning provided in paragraph 7(b).
12. Confidentiality. Executive agrees that during Executive’s employment hereunder and at any time thereafter, (a) Executive shall not use for any purpose other than the duly authorized business of OUTFRONT, or disclose to any third party, any information relating to OUTFRONT or any of its affiliated companies which is proprietary to OUTFRONT or any of OUTFRONT’s affiliated companies (“Confidential Information”), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of Executive’s duties under this Agreement consistent with OUTFRONT’s policies); and (b) Executive will comply with any and all confidentiality obligations of OUTFRONT to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which (i) is or becomes generally available to the public other than as a result of a disclosure by Executive or at Executive’s direction or by any other person who directly or indirectly receives such information from Executive, or (ii) is or becomes available to Executive on a non-confidential basis from a source which is entitled to disclose it to Executive.
13. Cooperation. (a) Executive agrees that during the Employment Period and for one (1) year thereafter and, if longer, during the pendency of any litigation or other proceeding, (i) Executive shall not communicate with anyone (other than Executive’s own attorneys and tax advisors), except to the extent necessary in the performance of Executive’s duties under this Agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving OUTFRONT or any of OUTFRONT’s affiliated companies, other than any litigation or other proceeding in which Executive is a party-in-opposition, without giving prior notice to OUTFRONT or its counsel; and (ii) in the event that any other party attempts to obtain information or documents from Executive with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, Executive shall promptly notify OUTFRONT or its counsel before providing any information or documents.
(b) Executive agrees to cooperate with OUTFRONT and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involved prior to the termination of Executive’s employment. Executive’s cooperation shall include, without limitation, providing assistance OUTFRONT’s counsel, experts or consultants, and providing truthful testimony in pretrial and trial or hearing proceedings and any travel related to
Executive’s attendance at such proceedings. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, OUTFRONT will (i) seek to minimize interruptions to Executive’s schedule to the extent consistent with its interests in the matter; and (ii) reimburse Executive for all reasonable and appropriate out-of-pocket expenses in a manner consistent with OUTFRONT policy, but in no event later than December 31 of the year following the year in which Executive incurs the related expenses.
(c) Executive agrees that Executive will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves OUTFRONT or any of OUTFRONT’s affiliated companies, or which may create the impression that such testimony is endorsed or approved OUTFRONT or any of OUTFRONT’s affiliated companies, without advance notice (including the general nature of the testimony) to and, if such testimony is without subpoena or other compulsory legal process the approval of, the Executive Vice President, General Counsel and Corporate Secretary of OUTFRONT.
(d) Notwithstanding the foregoing, this Agreement shall not preclude Executive from participating in any governmental investigation of OUTFRONT, and Executive is not obligated under this Agreement to provide any notice to OUTFRONT regarding Executive’s participation in any governmental investigation of OUTFRONT.
14. Relief. OUTFRONT has entered into this Agreement in order to obtain the benefit of Executive’s unique skills, talent, and experience. Executive acknowledges and agrees that any violation of paragraphs 4 through 6 or 8 through 13 of this Agreement will result in irreparable damage to OUTFRONT, and, accordingly, OUTFRONT may obtain injunctive and other equitable relief for any breach or threatened breach of such paragraphs, in addition to any other remedies available to OUTFRONT, and Executive hereby consents and agrees to exclusive personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.
15. Arbitration. Except as provided in paragraph 14 of this Agreement, if any disagreement or dispute whatsoever shall arise between the parties concerning this Agreement (including the documents referenced herein) or Executive’s employment with OUTFRONT (a “Matter In Dispute”), the parties hereto agree that such Matter In Dispute shall be privately arbitrated rather than contested in a court of law before a judge or jury. Any and all Matters In Dispute must be brought in the parties’ individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. Thus, by agreeing to the terms of this agreement, Executive is hereby waiving any right Executive might otherwise have to litigate a Matter In Dispute as a class or representative proceeding. Any and all Matters In Dispute shall be submitted to arbitration before JAMS Employment Practice, and a neutral arbitrator will be selected in a manner consistent with JAMS Employment Arbitration Rules (“Rules”). Such arbitration shall be confidential and private and conducted in accordance with the Rules. Any such arbitration proceeding shall take place in New York City before a single arbitrator (rather than a panel of arbitrators). The parties agree that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in such arbitration. Each party shall bear its respective costs (including
attorneys’ fees, and there shall be no award of attorneys’ fees). Judgment upon the final award rendered by such arbitrator may be entered in any court having jurisdiction thereof.
16. Acknowledgements. Executive represents and warrants:
(a) that Executive has capacity to enter into this Agreement,
(b) that Executive has entered into this Agreement voluntarily and with a full understanding of its terms, and
(c) that Executive is not subject to restrictive covenants or other contractual limitations with any other employer, company, entity or person that would by breached by Executive becoming a party to this Agreement.
17. Complete Agreement; Governing Law; Successors and Assigns. This Agreement contains the entire understanding of the parties with respect to the subject matter thereof, supersedes any and all prior agreements of the parties with respect to the subject matter thereof, and cannot be changed or extended except by a writing signed by both parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, executors, heirs, administrators, successors and assigns; provided, however, that Executive shall have no right to assign this Agreement or delegate Executive’s obligations hereunder. This Agreement and all matters and issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely within the State of New York, with respect to the determination of any claim, dispute or disagreement, which may arise out of the interpretation, performance or breach of this Agreement. If any provision of this Agreement) as applied to either party or to any circumstance, shall be adjudged by a court or duly appointed arbitrator to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability thereof.
18. Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever (including, but not limited to, as a result of this paragraph 18 or otherwise) shall OUTFRONT be liable for any tax, interest or penalties that may be imposed on Executive (or Executive’s beneficiaries, successors or representatives) under Section 409A. Neither OUTFRONT nor any of OUTFRONT’s affiliates shall have any obligation to indemnify or otherwise hold Executive harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A.
19. Release. Notwithstanding any provision herein to the contrary, OUTFRONT’s obligation to make the payments provided for in paragraph 7(d) shall be conditioned on Executive’s execution of an effective release (with all periods for revocation set forth therein having expired), such date the “Release Effective Date,” in favor of OUTFRONT and its affiliated companies in a form satisfactory to OUTFRONT within 45 days following Executive’s termination from Executive’s position; provided, however, that if, at the time any severance
payments are scheduled to be paid to Executive pursuant to paragraph 7(d) Executive has not executed a release that has become effective and irrevocable in its entirety, then any such severance payments shall be held and accumulated without interest, and shall be paid to Executive on the first regular payroll date following the Release Effective Date. Executive’s failure or refusal to sign and deliver the release or Executive’s revocation of an executed and delivered release in accordance with applicable laws, whether intentionally or unintentionally, will result in the forfeiture of the payments and benefits under paragraph 7(d). Notwithstanding the foregoing, if the 45-day period does not begin and end in the same calendar year, then the Release Effective Date shall be deemed to be the later of (a) the first business day in the year following the year in which Executive’s position is terminated or (b) the Release Effective Date (without regard to this proviso). In addition, the payments and benefits described in paragraph 7(d) shall immediately cease, and OUTFRONT shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision of paragraphs 4 through 6 and 8 through 13 hereof.
20. Notices. All notices or other communications hereunder shall be given in writing and shall be deemed given if served personally or mailed by registered or certified mail, return receipt requested, to the parties at their addresses above indicated.
21. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
22. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid or unenforceable in any respect under any applicable law, such invalidity or unenforceability shall not affect any other provision, but this Agreement shall be reformed, construed and enforced as if such invalid or unenforceable provision had never been contained herein.
23. Complete Agreement. This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral (including, without limitation, the Agreement by and between CBS Outdoor (predecessor to OUTFRONT) and Executive, dated April 15, 2013), which may have related to the subject matter hereof in any way.
24. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by Executive, OUTFRONT and their respective heirs, executors, personal representatives, successors and assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party. Executive hereby consents to the assignment by OUTFRONT of all of its rights and obligations hereunder to any successor to OUTFRONT by merger or consolidation or purchase of all or
substantially all of OUTFRONT’s assets, provided such transferee or successor assumes the liabilities of OUTFRONT hereunder.
25. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of OUTFRONT and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.
[SIGNATURES ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Agreement as of June 6, 2016.
OUTFRONT Media Inc.
By:_/s/ Nancy Tostanoski
Nancy Tostanoski
Executive Vice President,
Chief Human Resources Officer
By:_/s/ Jodi Senese_____
Jodi Senese
EX-10.2
3
exhibit102.htm
EX-10.2
Document
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 2nd day of June, 2025, by and between OUTFRONT Media Inc. (“OUTFRONT”), having an address at 90 Park Avenue, New York, New York 10016, and Mark Bonanni (“Executive”), having an address at [*********************].
W I T N E S S E T H:
WHEREAS, OUTFRONT desires for Executive to serve as Executive Vice President, Chief Revenue Officer Commercial of OUTFRONT, and Executive is willing to perform such services, upon the terms, provisions and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, it is agreed upon between OUTFRONT and Executive as follows:
1. Employment Term.
(a) OUTFRONT shall employ Executive, and Executive hereby accepts employment as OUTFRONT’s Executive Vice President, Chief Revenue Officer Commercial commencing July 1, 2025 (the “Effective Date”), located at the Company’s headquarters at 90 Park Avenue, New York, NY. Executive will relocate to the New York metropolitan area no later than December 31, 2025, subject to the Relocation Agreement included in Appendix A. Executive will be an at-will employee of OUTFRONT, and Executive or OUTFRONT may terminate Executive’s employment with OUTFRONT for any reason or no reason at any time with or without notice, unless otherwise set forth in paragraph 7 below. The period of Executive’s employment with the Company under this Agreement shall be referred to herein as the “Employment Term.”
(b) The Employment Term shall end early upon the first to occur of any of the following events:
(i) Executive’s death;
(ii) OUTFRONT’s termination of Executive’s employment due to Executive’s disability (as defined in paragraph 7(c));
(iii) OUTFRONT’s termination of Executive’s employment for Cause (as defined in paragraph 7(b));
(iv) a Termination Without Cause (as defined in paragraph 7(d)(i));
(v) a Termination for Good Reason (as defined in paragraph 7(d)(i)); or
(vi) Executive’s resignation without Good Reason.
2. Compensation. During the Employment Term:
(a) OUTFRONT agrees to pay Executive, and Executive agrees to accept from OUTFRONT for Executive’s services hereunder, a base salary of five hundred fifty thousand dollars ($550,000) per annum. Base salary shall be payable, less applicable deductions and withholding taxes, in accordance with the regular payroll practices of OUTFRONT. During the Employment Term, Executive’s base salary shall be subject to the potential of increase (but not decrease) at OUTFRONT’s discretion in accordance with OUTFRONT’s compensation guidelines and practices.
(b) OUTFRONT agrees that Executive shall be eligible to be considered for participation in OUTFRONT’s Executive Bonus Plan (the “EBP”), i.e., OUTFRONT’s current bonus plan, or any successor plans to the EBP. Executive shall have an annual bonus target (“Bonus Target”) equal to seventy percent (70%) of Executive’s base salary, which percentage shall not be decreased. Since the EBP is administered under procedures that are not subject to contractual arrangements, (and that are applied similarly to similarly situated senior executives of OUTFRONT), eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of the awards under the EBP, if any, shall be determined on an annual basis at the sole discretion of the Board of Directors of OUTFRONT (the “Board”), or the appropriate committee of such Board.
(c) OUTFRONT further agrees that Executive shall be eligible to be considered for participation in the OUTFRONT Media Inc. Omnibus Stock Incentive Plan, i.e., OUTFRONT’s current long-term incentive plan (the “LTIP”), or any successor plan to the LTIP, and shall be recommended for an annual grant with a Target Long-Term Incentive value equal to eight hundred twenty-five thousand dollars ($825,000) commencing with the 2026 annual grant. Since the LTIP is administered under procedures that are not subject to contractual arrangements, (and that are applied similarly to similarly situated senior executives of OUTFRONT), eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of the awards under the LTIP, if any, shall be determined on an annual basis at the sole discretion of the Board or the appropriate committee of such Board.
(d) Subject to approval of the Board or appropriate committee of the Board, the terms of the LTIP and the terms of a separate award agreement, a one-time grant of restricted share units will be made to Executive within ten (10) business days of the Effective Date (the “RSUs”). The number of RSUs to be granted shall be determined by dividing the aggregate grant value of one hundred fifty thousand dollars ($150,000) by the closing price of OUTFRONT’s common stock on the grant date. The RSUs shall vest ratably over a two-year period in equal installments on each of the first two anniversaries of the grant date, subject to Executive’s continued employment on each such vesting date.
3. Benefits. (a) During the Employment Term, Executive shall be eligible to participate in all plans now existing or hereafter adopted for the general benefit of OUTFRONT employees for the period of such plans’ existence, subject to the provisions of such plans as the same may be in effect from time to time unless otherwise prescribed. Executive shall also be eligible to participate in other OUTFRONT benefit plans in which participation is limited to OUTFRONT executives in positions comparable to or lesser than Executive’s position. Since plans in this latter category are administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation because the discretion of the Board or that of the appropriate committee of such Board, in granting participation, is absolute. To the extent Executive participates in any benefit plan, such participation shall be based upon Executive’s base salary, unless otherwise indicated in the plan document.
(b) Executive shall be eligible for four weeks of vacation each calendar year during the Employment Term.
4. Position and Duties.
(a) Executive agrees to devote all business time and attention to the affairs of OUTFRONT, except during vacation periods and reasonable periods of illness or other incapacity consistent with the practices of OUTFRONT for executives in comparable positions. Executive further agrees that Executive’s services shall be completely exclusive to OUTFRONT during the Employment Term and that Executive will fulfill all fiduciary duties and exhibit a duty of loyalty to OUTFRONT at all times. Executive also agrees to comply with all applicable OUTFRONT policies, as may be amended from time to time.
(b) Anything herein to the contrary notwithstanding, Executive will be permitted to serve as a member of the board of directors or similar governing body of one public company, provided that such service is approved by the CEO, is consistent with the business practices and policies of OUTFRONT and does not materially interfere with the performance of Executive’s duties hereunder.
(c) During the Employment Term, Executive shall report to the Chief Executive Officer of OUTFRONT.
5. Employment Policies.
(a) Executive acknowledges that Executive has been furnished a copy of OUTFRONT’s Code of Conduct (the “Code”). Executive represents and warrants that Executive has read and fully understands all of the requirements thereof, and that Executive is in full compliance with the terms of the Code. Executive further represents and warrants that at all times during the Employment Term, Executive shall perform Executive’s services hereunder in full compliance with the Code (and/or any OUTFRONT conduct statement as may apply from time to time), and with any revisions thereof or additions thereto.
(b) Executive shall act at all times with due regard to public morals, conventions, and OUTFRONT policies. If Executive shall have committed or does commit any act, or if Executive shall have conducted or does conduct himself in a manner, which shall be an offense involving moral turpitude under federal, state or local laws, or which might tend to bring Executive to public disrepute, contempt, scandal or ridicule, or which might tend to reflect unfavorably upon OUTFRONT, OUTFRONT shall have the right to terminate this Agreement upon notice to Executive given at any time following the date on which the commission of such act, or such conduct, shall have become known to OUTFRONT.
6. EEOC Acknowledgement. Executive acknowledges that OUTFRONT is an equal opportunity employer. Executive represents and warrants that Executive has read and fully understands the OUTFRONT Equal Employment Opportunity (“EEO”) policy and that Executive is in full compliance with the terms of the EEO policy. Executive further represents and warrants that Executive will comply with the EEO policy and with applicable Federal, state and local laws prohibiting discrimination on the basis of race, color, national origin, religion, sex, age, disability, alienage or citizenship status, sexual orientation, veteran’s status, gender identity or gender expression, marital status, height or weight, genetic information or any other characteristic protected by law or OUTFRONT policy during the Employment Term.
7. Post-Employment Payments.
(a) Death. In the event of Executive’s death during the Employment Term, base salary payments and all other compensation to be paid pursuant to this Agreement shall cease immediately and this Agreement shall terminate at the time of death; provided, however, that the estate of Executive shall receive (i) any base salary due and not yet paid through the date of Executive’s death, (ii) any accrued but unused vacation to which Executive was entitled, (iii) any bonus earned under the EBP for the calendar year prior to the calendar year in which Executive is terminated that remains unpaid as of the date of Executive’s death, (iv) reimbursement for any business expense incurred but not yet approved and/or paid as of the date of Executive’s death, and (v) such other amounts or benefits as are required to be paid or provided by law or in accordance with applicable plans, programs and other arrangements of OUTFRONT (items (i) through (v), collectively, the “Accrued Amounts”), and (vi) a prorated bonus for that portion of the year of such termination during which Executive actively rendered such services, paid in accordance with the EBP. The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable OUTFRONT executives. In addition, all outstanding equity awards granted to Executive in connection with Executive’s employment with OUTFRONT, shall accelerate and vest immediately on the date of death and be settled as soon as administratively feasible thereafter. The payments provided for in this paragraph 7(a) and paragraphs 7(b) through (f) below that have not been paid as of Executive’s death shall be made in a lump sum payment no later than February 28 of the calendar year following the calendar year of Executive’s death.
(b) Termination for Cause.
(i) If, during the Employment Term, OUTFRONT terminates the employment of Executive for Cause, which for purposes of this Agreement is defined as (A) fraud, misappropriation or embezzlement on the part of Executive, (B) Executive’s conviction of a felony or a misdemeanor involving fraud, perjury or moral turpitude, (C) Executive’s repeated willful failure to perform services hereunder, or (D) Executive’s material breach of the provisions of paragraphs 4, 5, 6, 8, 9, 10, 11, 12 or 13 hereof – except as provided below with respect to clauses (C) or (D) above (as it relates to paragraphs 4 and 5 only), then OUTFRONT shall immediately have the right to terminate this Agreement without further obligation of any nature, including, but not limited to, the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the payment of vested benefits and/or allowing Executive to be eligible for medical and dental benefits as required by law.
OUTFRONT will give Executive written notice prior to terminating his employment pursuant to paragraphs 7(b)(i)(C) or 7(b)(i)(D) (as the latter relates to paragraphs 4 and 5 hereof), setting forth the nature of any alleged repeated willful failure or material breach in reasonable detail and the conduct required to cure, if any. Except for a repeated willful failure or material breach which, by its nature, OUTFRONT determines cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the date on which OUTFRONT provides such notice within which to cure any repeated willful failure under clause (C) of this paragraph 7(b)(i) or material breach under clause (D) (relating to paragraphs 4 and 5 hereof) of this paragraph 7(b)(i); provided, however, that if OUTFRONT reasonably expects irreparable injury from a delay of ten (10) business days, OUTFRONT may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances. If Executive cures the willful failure or material breach as provided for in the aforementioned notice thereof, then Cause shall not exist with respect to such willful failure or material breach. For purposes of this Agreement, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s action or omission was in, or not opposed to, the best interest of OUTFRONT.
(ii) Notwithstanding the foregoing, Executive shall be entitled to receive any Accrued Amounts should Executive’s employment be terminated for Cause pursuant to this paragraph 7(b).
(c) Disability.
(i) If, while employed during the Employment Term, Executive becomes “disabled” within the meaning of such term under the short-term disability (“STD”) program in which OUTFRONT senior executives are eligible to participate (such condition is referred to as a “Disability” or being “Disabled”), Executive will be considered to have experienced a termination of employment with OUTFRONT as of the date he first becomes eligible to receive benefits under any long-term disability (“LTD”) program in which OUTFRONT senior executives are eligible to participate or, if he does not become eligible to receive benefits under such OUTFRONT LTD program, he has not returned to work by the six (6) month anniversary of his Disability onset date. Except as provided in this paragraph 7(c), if Executive becomes Disabled while employed during the Employment Term, Executive will exclusively receive compensation under the STD program in accordance with its terms and, thereafter, under the LTD program in accordance with its terms, provided he is eligible to receive LTD program benefits.
(ii) Notwithstanding the foregoing, if Executive has not returned to work by December 31st of a calendar year during the Employment Term, he will receive bonus compensation for the calendar year(s) during the Employment Term in which he receives compensation under the STD program, determined as follows:
(A) for the portion of the calendar year from January 1st until the date on which Executive first receives compensation under the STD program, bonus compensation shall be determined in accordance with the EBP (i.e., based upon achievement of company performance goals and the Compensation Committee’s good faith estimate of Executive’s achievement of his personal goals) and prorated for such period; and
(B) for any subsequent portion of that calendar year and any portion of the following calendar year in which Executive receives compensation under the STD program, bonus compensation shall be in an amount equal to his target bonus and prorated for such period(s).
Bonus compensation under this paragraph 7(c)(ii) shall be paid, less applicable deductions and withholding taxes, between January 1st and February 28th of the calendar year following the calendar year to which such bonus compensation relates. Executive will not receive bonus compensation for any portion of the calendar year(s) during the Employment Term while he receives benefits under the LTD program. For the periods that Executive receives compensation and benefits under the STD and LTD programs, such compensation and benefits and the bonus compensation provided under this paragraph 7(c)(ii) are in lieu of salary and bonus under paragraphs 2(a) and (b).
(iii) Further, subject to the release requirement in paragraph 20, if Executive’s employment is terminated due to his “Permanent Disability” (as defined in the then current LTIP), all outstanding equity awards granted to Executive in connection with Executive’s employment with OUTFRONT shall accelerate and vest immediately on the date of such termination of employment and be settled as soon as administratively feasible (no later than ten (10) business days thereafter).
(iv) Notwithstanding the foregoing, Executive shall be entitled to receive any Accrued Amounts should Executive’s employment be terminated due to his Disability pursuant to this paragraph 7(c).
(d) Termination Without Cause or for Good Reason.
(i) OUTFRONT may terminate Executive’s employment under this Agreement without Cause at any time during the Employment Term by providing written notice of termination to Executive in accordance with paragraph1(a) (a “Termination Without Cause”). In addition, Executive may terminate Executive’s employment under this Agreement for Good Reason at any time during the Employment Term by written notice of termination to OUTFRONT given no more than sixty (60) days after Executive first learns of the event constituting Good Reason (a “Termination for Good Reason”). Such notice shall state an effective termination date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to OUTFRONT, provided that OUTFRONT may set an earlier effective date for Executive’s termination at any time after receipt of Executive’s notice.
For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without Executive’s consent (other than in connection with the termination or suspension of Executive’s employment or duties for Cause or in connection with Executive’s physical and mental incapacity): (A) a material reduction in Executive’s base salary or Bonus Target percentage in effect prior to such reduction; (B) a material reduction in Executive’s positions, titles, authorities, duties or responsibilities from those in effect immediately prior to such reduction; (C) the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s authorities, duties or responsibilities as they shall exist on the Effective Date or that impair Executive’s ability to function as Executive Vice President, Chief Revenue Officer Commercial of OUTFRONT; (D) the material breach by OUTFRONT of any of its obligations under this Agreement or any other agreement between it and Executive; (E) the requirement that Executive relocate more than a 50 mile radius outside the Borough of Manhattan; or (F) a change in the person to whom Executive reports to someone who is not a senior executive officer of OUTFRONT. OUTFRONT shall have thirty (30) days from the receipt of Executive’s notice within which to cure such event and in the event of such cure Executive’s notice shall be of no further force or effect. If no cure is effected, Executive’s termination will be effective as of the date specified in Executive’s written notice to OUTFRONT or such earlier effective date set by OUTFRONT following receipt of Executive’s notice.
(ii) If, during the Employment Term, a Termination Without Cause or a Termination for Good Reason occurs, then Executive shall be entitled to receive the Accrued Amounts and the following other payments and benefits provided by this paragraph 7(d)(ii) (collectively, the “Severance Benefits”), provided that Executive executes and does not revoke such execution of a Separation Agreement and General Release (the “Release”) which shall be provided by the Company to Executive in connection with any such Termination Without Cause or Termination for Good Reason:
(A) a severance payment equal to the sum of twelve (12) months of Executive’s then current base salary in effect at the time of termination (the “Severance Payment”), payable ratably in equal installments in accordance with OUTFRONT’s then effective payroll practices, over a twelve (12) month period beginning on the regular payroll date next following Executive’s execution and non-revocation of the Release. Executive shall not be required to mitigate the amount of the Severance Payment or other Severance Benefits by seeking other employment.
(B) a prorated bonus for that portion of the year of such termination during which Executive actively rendered services, paid in accordance with the EBP (the “Pro-Rata Bonus”). The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable OUTFRONT executives, and such bonus, if any, less applicable deductions and withholding taxes, shall be payable by March 15 of the calendar year following the calendar year in which the termination occurs in accordance with EBP guidelines;
(C) to the extent that the Termination Without Cause or Termination for Good Reason is considered a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (“Section 409A”), and which results in the Executive’s loss of eligibility for medical and/or dental benefits under OUTFRONT’s then effective benefit plans and Executive elects to continue Executive’s coverage under such plans pursuant to the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. section 1161 et seq. (“COBRA”) and any applicable state law pursuant to the terms thereof, then OUTFRONT will provide Executive’s coverage at the active employee cost for a time period up to twelve (12) months (assuming Executive does not become covered under another group plan sooner). The amount OUTFRONT will pay for continued medical and/or dental COBRA coverage following pursuant to this paragraph 7(d)(ii)(C), if any, will be treated as taxable income to the extent required by law and will be reported on a Form W-2, and OUTFRONT may withhold taxes from Executive’s compensation for this purpose. The parties agree that, consistent with the provisions of Section 409A, the following in-kind benefit rules shall also apply: (x) the amount of in-kind benefits paid during a calendar year will not affect the in-kind benefits in any other calendar year; and (y) Executive’s right to in-kind benefits is not subject to liquidation or exchange for another benefit; and
(D) all outstanding equity awards granted to Executive on or after the Effective Date in connection with Executive’s employment with OUTFRONT, including portions thereof, that would otherwise vest on or before the end of the twelve (12) month period following the date of Executive’s Termination Without Cause or Termination for Good Reason shall accelerate and vest immediately on the date of Executive’s termination of employment and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter); provided, however, that with respect to awards that remain subject to performance-based vesting conditions on Executive’s termination date, such awards shall vest if and to the extent the Compensation Committee of the Board certifies that a level of the performance goal relating to such awards have been met, or, if later, the effective date of the Release, and shall be settled within ten (10) business days thereafter.
(iii) The Severance Benefits are expressly conditioned upon Executive’s execution and non-revocation of the Release. The Severance Benefits are in lieu of any other severance payments or protections under any plan that may now or hereafter exist and shall be the sole and exclusive compensation payable in the event of a Termination Without Cause or a Termination for Good Reason. For the avoidance of doubt, following Executive’s Termination Without Cause or Termination for Good Reason, OUTFRONT shall have no further obligation to Executive of any nature, including, but not limited to, the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the Accrued Amounts and the Severance Benefits. Notwithstanding the foregoing, Executive shall be entitled to receive any base salary due and not yet paid and any accrued but unused vacation should Executive’s employment be terminated pursuant to this paragraph 7(d), and in the event of Executive’s death after termination pursuant to this paragraph 7(d), Executive’s estate shall receive any severance payment due and not yet paid through the date of Executive’s death. Nothing herein shall obligate OUTFRONT to utilize Executive’s services. If the employment of Executive is terminated by OUTFRONT for Cause or by reason of Executive’s Disability or death or resignation without Good Reason, this paragraph 7(d) shall not be applicable.
(iv) Each payment under this paragraph 7(d) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payment under this paragraph 7(d) that is not made during the period following Executive’s Termination Without Cause or Termination for Good Reason because Executive has not executed or has executed and then revoked the Release shall be paid to Executive in a single lump sum on the first payroll date following Executive’s execution and non-revocation of the Release Notwithstanding the foregoing, in the event that Executive is a “specified employee” (within the meaning of Section 409A and as determined pursuant to procedures adopted by OUTFRONT) and has actually, or is deemed to have, incurred a “separation from service” within the meaning of Section 409A (a “409A Termination”) and if any portion of Executive’s base salary or Pro-Rata Bonus that would be paid to the Executive (for Termination Without Cause or Termination for Good Reason) during the six-month period following such 409A Termination constitutes deferred compensation (within the meaning of Section 409A), such portion shall be paid to Executive, to the extent required to comply with Section 409A only, on the earlier of (A) the first business day of the seventh month following the month in which Executive’s 409A Termination occurs or (B) Executive’s death (the applicable date, the “Permissible Payment Date”) rather than as described in the prior sentence, and remaining payments of base salary and/or Pro-Rata Bonus, if any, shall be paid to Executive or to Executive’s estate, as applicable, by payment of Executive’s base salary on regular payroll dates commencing with the payroll date that follows the Permissible Payment Date and by payment of any Pro-Rata Bonus on the first payroll date that follows the Permissible Payment Date. Notwithstanding the foregoing, the limitations under the preceding sentence shall not apply to that portion of any amounts payable upon termination of employment which shall qualify as “involuntary severance” under Section 409A.
(e) Resignation Without Good Reason. If, during the Employment Term, Executive resigns without Good Reason, Executive shall only be entitled to receive any Accrued Amounts.
(f) Resignation from Positions. If Executive’s employment with OUTFRONT terminates for any reason, then, unless otherwise determined by the Executive Vice President, General Counsel and Corporate Secretary of OUTFRONT, Executive shall automatically be deemed to have resigned at that time from any and all officer or director positions that Executive may have held with OUTFRONT or any of OUTFRONT’s affiliated companies and all board seats or other positions in other entities Executive held on behalf of OUTFRONT, including any fiduciary positions (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by OUTFRONT. Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance. If, however, for any reason this paragraph 7(f) is deemed insufficient to effectuate such resignation, Executive agrees to execute, upon the request of OUTFRONT or any of its affiliated companies, any documents or instruments which OUTFRONT may deem necessary or desirable to effectuate such resignation or resignations, and Executive hereby authorizes the Secretary and any Assistant Secretary of OUTFRONT or any of OUTFRONT’s affiliated companies to execute any such documents or instruments as Executive’s attorney-in-fact.
8. Discoveries and Inventions. OUTFRONT shall own all right, title and interest for the
maximum time period available under applicable law to the results of Executive’s services and all artistic materials and intellectual properties which are, in whole or in part, created, developed or produced by Executive during the Employment Term and which are suggested by or related to Executive’s employment hereunder or any activities to which Executive is assigned, and Executive shall not have or claim to have any right, title or interest therein of any kind or nature. Executive hereby undertakes and covenants to do all such further acts and execute all such further assignments, documents and instruments (including, without limitation, patent and copyright registrations and applications) as OUTFRONT may from time to time require or request to effectuate this paragraph 8, and in the event Executive fails to do so within fifteen (15) days of receiving written notice from OUTFRONT requesting the same, Executive hereby appoints OUTFRONT to execute such documents and instruments in its name and on its behalf as its duly authorized attorney and this appointment shall be deemed to be a power coupled with an interest and shall be irrevocable.
9. Non-Disparagement. Executive agrees that, during the Employment Term and for one (1) year thereafter, Executive shall not, in any communications with the press or other media or any customer, client or supplier of OUTFRONT, or any of OUTFRONT’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of OUTFRONT or any of OUTFRONT’s affiliated companies or any of their respective directors, officers or employees. OUTFRONT agrees that during the Employment Term and for a period of one (1) year thereafter, OUTFRONT shall not, in any communications with the press or other media or any customer, client, supplier of OUTFRONT, or any of OUTFRONT’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of Executive; provided that OUTFRONT’s obligations shall be limited to communications by its senior corporate executives having the rank of Senior Vice President or above (“Specified Executives”), and it is agreed and understood that any such communication by any Specified Executive (or by any executive at the behest of a Specified Executive) shall be deemed to be a breach of this paragraph 9 by OUTFRONT. Notwithstanding the foregoing, neither Executive nor OUTFRONT shall be prohibited from making truthful statements either required by law or in connection with any arbitration proceeding described in paragraph 16 hereof concerning a dispute relating to this Agreement.
10. Non-Solicitation. Executive agrees that, during the Employment Term and for one (1) year thereafter, Executive shall not, directly or indirectly: (i) employ or solicit the employment of any person who is then or has been within six (6) months prior thereto, an employee of OUTFRONT or any of OUTFRONT’s affiliated companies; or (ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of OUTFRONT or any of OUTFRONT’s affiliated companies with any customer, employee, consultant or supplier. Should OUTFRONT have reason to believe Executive is violating the terms of this paragraph 10, OUTFRONT may contact any individual(s) necessary to (a) determine the existence of a violation and (b) enforce this paragraph 10, without being deemed to have violated the confidentiality terms of any written agreement between Executive and OUTFRONT.
11. Non-Competition. Subject to paragraph 4(b), Executive agrees that Executive’s employment with OUTFRONT is on an exclusive basis and that, while Executive is employed by OUTFRONT, Executive will not engage in any other business activity which is in conflict with Executive’s duties and obligations (including Executive’s commitment of time) under this Agreement. Executive agrees that, during the Non-Compete Period (as defined below), Executive shall not directly or indirectly engage in or participate as an owner, partner, member, stockholder, officer, employee, director, agent of or consultant for any business competitive with any business of OUTFRONT, without the written consent of OUTFRONT; provided, however, that this provision shall not prevent Executive from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The Non-Compete Period shall cover the entire Employment Term; provided, however, that, if Executive’s employment terminates on or before the then scheduled end of the Employment Term, the Non-Compete Period shall terminate on the date that is twelve (12) months after the date on which Executive’s employment is terminated pursuant to paragraph 7(b), 7(d) or 7(e) (which date may occur after expiration of the scheduled Employment Term, depending on the Executive’s termination date). For purposes of this paragraph 11, “Cause” has the meaning provided in paragraph 7(b)(i). Notwithstanding any other provision hereof, your obligations under this paragraph 11 shall cease if: (a) OUTFRONT terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason, (b) Executive provides OUTFRONT a written notice indicating Executive desires to waive Executive’s right to receive, or to continue to receive, Severance Benefits; and (c) OUTFRONT notifies Executive that it has, in its discretion, accepted Executive’s request.
12. Confidentiality. Executive agrees that during Executive’s employment hereunder and at any time thereafter, (a) Executive shall not use for any purpose or disclose to any third party, other than in connection with the duly authorized business of OUTFRONT, any information relating to OUTFRONT or any of its affiliated companies which is proprietary to OUTFRONT or any of OUTFRONT’s affiliated companies (“Confidential Information”), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of Executive’s duties under this Agreement consistent with OUTFRONT’s policies); and (b) Executive will comply with any and all confidentiality obligations of OUTFRONT to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which (i) is or becomes generally available to the public other than as a result of a disclosure by Executive or at Executive’s direction or by any other person who directly or indirectly receives such information from Executive, each, in violation of Executive’s obligations to OUTFRONT, or (ii) is or becomes available to Executive on a non-confidential basis from a source which is entitled to disclose it to Executive.
13. Cooperation. (a) Executive agrees that during the Employment Term and for one (1) year thereafter and, if longer, during the pendency of any then-pending litigation or other proceeding, (i) Executive shall not communicate with anyone (other than Executive’s own attorneys and tax advisors), except to the extent necessary in the performance of Executive’s duties under this Agreement or as required by law, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving OUTFRONT or any of OUTFRONT’s affiliated companies, other than any litigation or other proceeding in which Executive is a party-in-opposition, without giving prior notice to OUTFRONT, as applicable, or its counsel; and (ii) in the event that any other party attempts to obtain information or documents from Executive with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, Executive shall promptly notify OUTFRONT or its counsel before providing any information or documents, to the extent permitted by applicable law.
(b) Executive agrees to cooperate with OUTFRONT and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involved prior to the termination of Executive’s employment. Executive’s cooperation shall include, without limitation, providing assistance to OUTFRONT’s counsel, experts or consultants, and providing truthful testimony in pretrial and trial or hearing proceedings and any travel related to Executive’s attendance at such proceedings. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, OUTFRONT will (i) seek to minimize interruptions to Executive’s schedule to the extent consistent with its interests in the matter; and (ii) reimburse Executive for all reasonable and appropriate out-of-pocket expenses in a manner consistent with OUTFRONT policy, but in no event later than December 31 of the year following the year in which Executive incurs the related expenses.
(c) Executive agrees that Executive will not testify voluntarily in any lawsuit or other proceeding brought by a third-party which directly or indirectly involves OUTFRONT or any of its affiliated companies, or which may create the impression that such testimony is endorsed or approved by OUTFRONT or any of its affiliated companies, without advance notice (including the general nature of the testimony) to and, if such testimony is without subpoena or other compulsory legal process the approval of, OUTFRONT’s general counsel.
(d) Notwithstanding the foregoing, this Agreement shall not preclude Executive from participating in any governmental investigation of OUTFRONT, and Executive is not obligated under this Agreement to provide any notice to OUTFRONT regarding Executive’s participation in any governmental investigation of OUTFRONT.
14. Relief. OUTFRONT has entered into this Agreement in order to obtain the benefit of Executive’s unique skills, talent, and experience. Executive acknowledges and agrees that any violation of paragraphs 4 through 6 or 8 through 13 of this Agreement will result in irreparable damage to OUTFRONT, and, accordingly, OUTFRONT may obtain injunctive and other equitable relief for any breach or threatened breach of such paragraphs, in addition to any other remedies available to OUTFRONT, and Executive hereby consents and agrees to exclusive personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.
15. Indemnification. OUTFRONT agrees that if Executive is made a party to, threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that Executive is or was a director, officer, employee, consultant or agent of OUTFRONT, or is or was serving at the written request of, or on behalf of, OUTFRONT as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of OUTFRONT or other entity, Executive shall be indemnified and held harmless by OUTFRONT to the fullest extent permitted or authorized by OUTFRONT’s certificate of incorporation or by-laws or, if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys’ fees reasonably incurred, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing Executive’s rights to indemnification or contribution) incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even though Executive has ceased to be a director, officer, member, employee, consultant or agent of OUTFRONT or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. OUTFRONT shall be responsible for reimbursing Executive for all costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Executive in connection with any Proceeding within twenty (20) business days after receipt by OUTFRONT of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that Executive is not entitled to be indemnified against such costs and expenses. Furthermore, with respect to Executive’s acts or failures to act during the Employment Term in Executive’s capacity as a director, officer, employee or agent of OUTFRONT, Executive shall be entitled to liability insurance coverage to the same extent as OUTFRONT’s other similarly-situated senior executives subject to the exclusions and limitations set forth in the policy for such coverage.
16. Arbitration. Except as provided in paragraph 14 of this Agreement, if any disagreement or dispute whatsoever shall arise between the parties concerning this Agreement (including the documents referenced herein) or Executive’s employment with OUTFRONT (a “Matter In Dispute”), the parties hereto agree that such Matter In Dispute shall be privately arbitrated rather than contested in a court of law before a judge or jury. Any and all Matters In Dispute must be brought in the parties’ individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. Thus, by agreeing to the terms of this agreement, Executive is hereby waiving any right Executive might otherwise have to litigate a Matter In Dispute as a class or representative proceeding. Any and all Matters In Dispute shall be submitted to arbitration before JAMS Employment Practice, and a neutral arbitrator will be selected in a manner consistent with JAMS Employment Arbitration Rules (“Rules”). Such arbitration shall be confidential and private and conducted in accordance with the Rules. Any such arbitration proceeding shall take place in New York City before a single arbitrator (rather than a panel of arbitrators). The parties agree that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in such arbitration. Each party shall bear its respective costs (including attorneys’ fees, and there shall be no award of attorneys’ fees). Judgment upon the final award rendered by such arbitrator may be entered in any court having jurisdiction thereof.
17. Acknowledgements. Executive represents and warrants:
(a) that Executive has capacity to enter into this Agreement,
(b) that Executive has entered into this Agreement voluntarily and with a full understanding of its terms; and
(c) that Executive is not subject to restrictive covenants or other contractual limitations with any other employer, company, entity or person that would by breached by Executive becoming a party to this Agreement.
18. Complete Agreement; Governing Law; Successors and Assigns. This Agreement contains the entire understanding of the parties with respect to the subject matter thereof, supersedes any and all prior agreements of the parties with respect to the subject matter thereof, and cannot be changed or extended except by a writing signed by both parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, executors, heirs, administrators, successors and assigns; provided, however, that neither Executive nor OUTFRONT shall have no right to assign this Agreement or delegate Executive’s/its obligations hereunder, except that OUTFRONT may assign this Agreement to any majority owned subsidiary of or successor in interest to OUTFRONT. This Agreement and all matters and issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely within the State of New York, with respect to the determination of any claim, dispute or disagreement, which may arise out of the interpretation, performance or breach of this Agreement. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court or duly appointed arbitrator to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability thereof.
19. Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever (including, but not limited to, as a result of this paragraph 19 or otherwise) shall OUTFRONT be liable for any tax, interest or penalties that may be imposed on Executive (or Executive’s beneficiaries, successors or representatives) under Section 409A. Neither OUTFRONT or any of OUTFRONT’s affiliates shall have any obligation to indemnify or otherwise hold Executive harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A.
20. Notices. All notices or other communications hereunder shall be given in writing and shall be deemed given if served personally or mailed by registered or certified mail, return receipt requested, to the parties at their addresses above indicated.
21. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
22. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid or unenforceable in any respect under any applicable law, such invalidity or unenforceability shall not affect any other provision, but this Agreement shall be reformed, construed and enforced as if such invalid or unenforceable provision had never been contained herein.
23. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by Executive, OUTFRONT and their respective heirs, executors, personal representatives, successors and assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party. Executive hereby consents to the assignment by OUTFRONT of all of its rights and obligations hereunder to any successor to OUTFRONT by merger or consolidation or purchase of all or substantially all of OUTFRONT’s assets, provided such transferee or successor assumes the liabilities of OUTFRONT hereunder.
[SIGNATURES ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Agreement as of June 2, 2025.
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/s/ Nancy Tostanoski |
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Nancy Tostanoski |
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Executive Vice President, |
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Chief Human Resources Officer |
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/s/ Mark Bonanni |
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Mark Bonanni |
Appendix A: Relocation Agreement
It is our expectation that you will relocate to the New York City metropolitan area by December 31, 2025. The Company will pay reasonable relocation costs for you and your family from Tequesta, FL to the New York metropolitan area. Reimbursement will include, but may not be limited to, the movement of household goods (including packing, shipping and unpacking), customary expenses associated with home purchase up to 1% new loan application fee and 1% closing costs, temporary housing for you at a location in the New York metropolitan area for a period of up to five (5) months; two (2) house-hunting trips to the New York metropolitan area for your spouse/partner. Any expense reimbursements will be made within sixty (60) calendar days following the date on which OUTFRONT receives appropriate documentation with respect to such expenses, but in no event will payment be made later than December 31 of the calendar year following the calendar year in which you incur the expense.
As part of your relocation, OUTFRONT Media agrees to pay to you or on your behalf certain relocation expenses. The expenses that are to be paid are described in the relocation benefit. Your signature below confirms your acceptance of the offer to relocate with OUTFRONT.
In consideration for the foregoing, it is understood that you will continue in the voluntary employ of OUTFRONT Media and will relocate. If you voluntarily leave the employ of OUTFRONT Media within one year of the start date at the new location, you agree to reimburse OUTFRONT 100% for any relocation reimbursements and other relocation costs. If you leave OUTFRONT within the second 12 months, you will reimburse the Company 50% of any relocation reimbursement or costs.
You further agree that such expenses can be set off against any monies owed you, including salary, bonus, commissions and expense accounts, at the time of such a voluntary departure.
I have read, understand and agree to the terms under which OUTFRONT agrees to reimburse me for the relocation expenses.
_/s/ _Mark Bonanni________________ _6/2/2025____________________________
Mark Bonanni Date
EX-31.1
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a311section302jun302025.htm
EX-31.1
Document
CERTIFICATION
I, Nicolas Brien, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of OUTFRONT Media Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2025
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/s/ Nicolas Brien |
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Nicolas Brien |
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Interim Chief Executive Officer |
EX-31.2
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a312section302jun302025.htm
EX-31.2
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CERTIFICATION
I, Matthew Siegel, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of OUTFRONT Media Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2025
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/s/ Matthew Siegel |
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Matthew Siegel |
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Executive Vice President and |
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Chief Financial Officer |
EX-32.1
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a321section906jun302025.htm
EX-32.1
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
In connection with the Quarterly Report of OUTFRONT Media Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicolas Brien, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 6, 2025
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/s/ Nicolas Brien |
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Nicolas Brien |
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Interim Chief Executive Officer |
EX-32.2
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a322section906sjun302025.htm
EX-32.2
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
In connection with the Quarterly Report of OUTFRONT Media Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Siegel, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 6, 2025
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By: |
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/s/ Matthew Siegel |
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Matthew Siegel |
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Executive Vice President and |
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Chief Financial Officer |