Item 1. Financial Statements
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.
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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.
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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.
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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
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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.
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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 )
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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.
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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.
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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.
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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 %
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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. 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
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
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.
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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.
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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
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Notes to Consolidated Financial Statements
(Unaudited)
Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior notes.
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
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Notes to Consolidated Financial Statements
(Unaudited)
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.
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.
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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.
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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.
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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
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Notes to Consolidated Financial Statements
(Unaudited)
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.
• 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.
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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
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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 .
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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
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.
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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
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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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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.