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What changed in OUTFRONT Media Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of OUTFRONT Media Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+363 added−380 removedSource: 10-K (2025-02-28) vs 10-K (2024-02-22)

Top changes in OUTFRONT Media Inc.'s 2024 10-K

363 paragraphs added · 380 removed · 281 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

65 edited+6 added−16 removed88 unchanged
Biggest changePercentage of Total Revenues for the Year Ended December 31, 2023 Number of Displays as of December 31, 2023 (a) Location (Metropolitan Area) Billboard Transit and Other Total Billboard Displays Transit and Other Displays Total Displays Percentage of Total Displays New York, NY 10 % 52 % 18 % 563 266,022 266,585 53 % Los Angeles, CA 15 9 14 4,340 34,913 39,253 8 Miami, FL 6 6 6 917 20,363 21,280 4 State of New Jersey 5 4 3,491 — 3,491 San Francisco, CA 3 3 3 1,054 18,105 19,159 4 Houston, TX 4 1 3 1,075 188 1,263 Tampa, FL 3 — 3 1,323 — 1,323 Detroit, MI 3 3 1,782 4,501 6,283 1 Atlanta, GA 3 2 3 1,849 779 2,628 Boston, MA 2 7 3 263 38,711 38,974 8 Dallas, TX 3 1 2 707 508 1,215 Phoenix, AZ 2 1 2 1,348 1,326 2,674 Orlando, FL 2 2 1,187 16 1,203 Washington D.C. 1 10 2 19 47,163 47,182 9 Chicago, IL 1 1 1,196 — 1,196 All other United States (b) 32 2 26 19,677 18,581 38,258 8 Other — 2 — — — — Total United States 95 96 95 40,791 451,176 491,967 98 Canada 5 4 5 4,609 4,531 9,140 2 Total 100 % 100 % 100 % 45,400 455,707 501,107 100 % Total revenues (in millions) $ 1,444.9 $ 375.7 $ 1,820.6 (a) All displays, including those reserved for transit agency use.
Biggest changePercentage of Total Revenues for the Year Ended December 31, 2024 Number of Displays as of December 31, 2024 (a) Location (Metropolitan Area) Billboard Transit Total (b) Billboard Displays Transit Displays Total Displays Percentage of Total Displays New York, NY 9 % 57 % 19 % 290 310,139 310,429 55 % Los Angeles, CA 15 8 13 4,165 48,061 52,226 9 Miami, FL 6 7 6 909 20,596 21,505 4 State of New Jersey 5 4 3,413 — 3,413 Houston, TX 5 4 1,065 166 1,231 San Francisco, CA 4 3 3 992 16,110 17,102 3 Tampa, FL 3 3 1,279 12 1,291 Detroit, MI 4 3 1,737 3,188 4,925 Atlanta, GA 4 2 3 1,802 773 2,575 Boston, MA 2 7 3 276 41,619 41,895 7 Dallas, TX 3 1 3 700 508 1,208 Washington D.C. 10 3 15 47,164 47,179 8 Chicago, IL 4 1 3 1,169 9,833 11,002 2 Phoenix, AZ 2 1 2 1,266 1,405 2,671 Orlando, FL 3 2 1,141 26 1,167 All other United States (c) 31 3 24 19,337 20,413 39,750 7 Other (d) — — — — — — Total United States 100 100 98 39,556 520,013 559,569 100 Canada (e) — — 2 — — — — Total 100 % 100 % 100 % 39,556 520,013 559,569 100 % Total revenues (in millions) $ 1,409.3 $ 383.8 $ 1,830.9 (a) All displays, including those reserved for transit agency use.
Other laws and regulations throughout the U.S. and Canada limit or prohibit the ability to modify, relocate, rebuild, replace, repair, maintain and upgrade advertising structures, particularly those structures that are “legal nonconforming” (i.e., that conformed with applicable regulations when built but which no longer conform to current regulations), and impose restrictions on the construction, repair, maintenance, lighting, operation, upgrading, height, size, spacing and location of outdoor structures generally and/or on the surrounding land and vegetation, as well as on the use of new technologies such as digital signs.
Other laws and regulations throughout the U.S. limit or prohibit the ability to modify, relocate, rebuild, replace, repair, maintain and upgrade advertising structures, particularly those structures that are “legal nonconforming” (i.e., that conformed with applicable regulations when built but which no longer conform to current regulations), and impose restrictions on the construction, repair, maintenance, lighting, operation, upgrading, height, size, spacing and location of outdoor structures generally and/or on the surrounding land and vegetation, as well as on the use of new technologies such as digital signs.
Financial Statements and Supplementary Data.” 7 Tax Status Our qualification to be taxed as a REIT is dependent on our ability to meet various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”), related to, among other things, the sources of our gross income, the composition and values of our assets and the diversity of ownership of our shares.
Financial Statements and Supplementary Data.” Tax Status Our qualification to be taxed as a REIT is dependent on our ability to meet various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”), related to, among other things, the sources of our gross income, the composition and values of our assets and the diversity of ownership of our shares.
We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers and do not intend to do so. 17 We make available to our stockholders our Annual Report on Form 10-K, including our audited financial statements, and other required periodic reports filed with the Securities and Exchange Commission (the “SEC”).
We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers and do not intend to do so. We make available to our stockholders our Annual Report on Form 10-K, including our audited financial statements, and other required periodic reports filed with the Securities and Exchange Commission (the “SEC”).
A number of federal, state and local governments in the U.S. and Canada have implemented, or introduced legislation to impose, taxes (including taxes on revenues from outdoor advertising or for the right to use outdoor advertising assets), fees and registration requirements in an effort to decrease or restrict the number of outdoor advertising structures and sites or raise revenues, or both.
A number of federal, state and local governments in the U.S. have implemented, or introduced legislation to impose, taxes (including taxes on revenues from outdoor advertising or for the right to use outdoor advertising assets), fees and registration requirements in an effort to decrease or restrict the number of outdoor advertising structures and sites or raise revenues, or both.
Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. and Canada.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” The Company’s Charter (our “charter”) and the Company’s Amended and Restated Bylaws (our “bylaws”) do not limit the amount or percentage of indebtedness that we may incur, nor have we adopted any policies addressing this.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” The Company’s Charter (as amended, our “charter”) and the Company’s Amended and Restated Bylaws (our “bylaws”) do not limit the amount or percentage of indebtedness that we may incur, nor have we adopted any policies addressing this.
Item 1. Business. 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.”) and Canada. We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S. and Canada.
Item 1. Business. 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 are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S.
From time to time in the ordinary course of business, we have both acquired and disposed of advertising structures and sites in order to optimize our portfolio, and we intend to continue to do so in the future. See “—Acquisition and Disposition Activity” and “—Growth Strategy.” 16 Investments in Real Estate Mortgages.
From time to time in the ordinary course of business, we have both acquired and disposed of advertising structures and sites in order to optimize our portfolio, and we intend to continue to do so in the future. See “—Acquisition and Disposition Activity” and “—Growth Strategy.” Investments in Real Estate Mortgages.
The Company, along with Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp.” and together with Finance LLC, the “Borrowers”) and other guarantor subsidiaries party thereto, are parties to a credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the Borrowers may borrow funds under a $500.0 million revolving credit facility, which matures in 2028 (the “Revolving Credit Facility”) and have incurred outstanding indebtedness of $600.0 million under a term loan due in 2026 (the “Term Loan,” together with the Revolving Credit Facility, the “Senior Credit Facilities”).
The Company, along with Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp.” and together with Finance LLC, the “Borrowers”) and other guarantor subsidiaries party thereto, are parties to a credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the Borrowers may borrow funds under a $500.0 million revolving credit facility, which matures in 2028 (the “Revolving Credit Facility”) and have incurred outstanding indebtedness of $400.0 million under a term loan due in 2026 (the “Term Loan,” together with the Revolving Credit Facility, the “Senior Credit Facilities”).
In competing with other media, the outdoor advertising industry relies on its ability to reach specific markets, geographic areas and/or demographics and its relative cost efficiency. Seasonality Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets.
In competing with other media, the outdoor advertising industry relies on its ability to reach specific markets, geographic areas and/or demographics and its relative cost efficiency. Seasonality Our revenues and profits fluctuate due to seasonal advertising patterns and influences on advertising markets.
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.
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 7 additional business from both new and existing customers.
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 on spending following the holiday shopping season. Our revenues and profits may also fluctuate due to external events beyond our control.
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 on spending following the holiday shopping season. Our revenues and profits also fluctuate due to external events beyond our control.
Regulation The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the U.S. and Canada. These regulations have a significant impact on the outdoor advertising industry and our business.
Regulation The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the U.S. These regulations have a significant impact on the outdoor advertising industry and our business.
See “—Available Information.” Conflict of Interest Policies Policies Applicable to All Directors and Officers. The Company has adopted a Code of Conduct that applies to all executive officers, employees and directors of the Company.
See “—Available Information.” 16 Conflict of Interest Policies Policies Applicable to All Directors and Officers. The Company has adopted a Code of Conduct that applies to all executive officers, employees and directors of the Company.
Additionally, no cybersecurity 15 measures are impenetrable, and if a cybersecurity incident occurs, we could lose competitively sensitive proprietary business information, disclose personally identifiable information, and/or suffer significant disruptions to our business operations, particularly our digital advertising displays, which could result in, among other things, regulatory investigations, legal proceedings and/or remedial actions relating to our cybersecurity measures. See “Item 1A.
Additionally, no cybersecurity measures are impenetrable, and if a cybersecurity incident occurs, we could lose competitively sensitive proprietary business 14 information, disclose personally identifiable information, and/or suffer significant disruptions to our business operations, particularly our digital advertising displays, which could result in, among other things, regulatory investigations, legal proceedings and/or remedial actions relating to our cybersecurity measures. See “Item 1A.
Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations, although the methodology used to determine such compensation varies by jurisdiction. Some local governments in the U.S. and Canada have attempted to force the removal of billboards after a period of years under a concept called amortization.
Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations, although the methodology used to determine such compensation varies by jurisdiction. Some local governments in the U.S. have attempted to force the removal of billboards after a period of years under a concept called amortization.
We expect the U.S. and Canada to continue to try to impose such laws as a way of increasing their revenue and restricting outdoor advertising.
We expect the U.S. to continue to try to impose such laws as a way of increasing their revenue and restricting outdoor advertising.
As of December 31, 2023, of the senior notes issued by the Borrowers, $650.0 million aggregate principal amount of 5.000% Senior Unsecured Notes due 2027 (the “2027 Notes”), $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”), $500.0 million aggregate principal amount of 4.625% Senior Unsecured Notes due 2030 (the “2030 Notes”) and $450.0 million aggregate principal amount of 7.375% Senior Secured Notes due 2031 (the “2031 Notes” and collectively with the 2027 Notes, the 2029 Notes and the 2030 Notes, the “Notes”) remain outstanding.
As of December 31, 2024, of the senior notes issued by the Borrowers, $650.0 million aggregate principal amount of 5.000% Senior Unsecured Notes due 2027 (the “2027 Notes”), $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”), $500.0 million aggregate principal amount of 4.625% Senior Unsecured Notes due 2030 (the “2030 Notes”) and $450.0 million aggregate principal amount of 7.375% Senior Secured Notes due 2031 (the “2031 Notes” and collectively with the 2027 Notes, the 2029 Notes and the 2030 Notes, the “Notes”) remain outstanding.
The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of the websites referred to above are not incorporated into this filing. 18
The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of the websites referred to above are not incorporated into this filing. 17
In addition, from time to time, 14 third parties or local governments commence proceedings in which they assert that we own or operate structures that are not properly permitted or otherwise in strict compliance with applicable law.
In addition, from time to time, third parties or 13 local governments commence proceedings in which they assert that we own or operate structures that are not properly permitted or otherwise in strict compliance with applicable law.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.” 11 Renovation, Improvement and Development The following table sets forth information regarding our digital displays.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.” 10 Renovation, Improvement and Development The following table sets forth information regarding our digital displays.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”) and stock-based employee and consultant compensation, in the past four years, we have not offered or issued debt securities, common stock, preferred stock, convertible securities, options to purchase common stock or any other securities in exchange for property or any other purpose.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”), stock dividends and similar transactions, and stock-based employee and consultant compensation, in the past four years, we have not offered or issued debt securities, common stock, preferred stock, convertible securities, options to purchase common stock or any other securities in exchange for property or any other purpose.
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 by time of day and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs.
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.
The following table sets forth information regarding the geographic diversification of our advertising structures and sites, which are listed in order of contributions to total revenue.
The following table sets forth information regarding the geographic diversification of our advertising structures and sites, which are listed in order of contributions to total revenues.
Media Segment Revenues for the Year Ended December 31, Industry 2023 2022 2021 Entertainment 20 % 20 % 18 % Retail 11 11 10 Health/Medical 9 9 10 Legal Services/Lawyers 7 5 5 Technology 6 8 7 Miscellaneous Service Providers 5 5 5 Restaurants 4 5 5 Automotive 4 4 4 Consumer Packaged Goods 4 3 3 Education 4 3 3 Travel 4 3 2 Financial 3 4 5 Alcohol 3 3 4 Government/Political 3 3 4 Utilities 3 3 3 Real Estate 2 3 2 Non-Profit 2 2 2 Insurance 2 2 3 Other (a) 4 4 5 Total 100 % 100 % 100 % (a) No single industry in “Other” individually represents more than 2% of total revenues. 10 Diversification by Geography Our advertising structures and sites are geographically diversified across 34 states, Washington D.C. and Canada.
Percentage of Total Billboard and Transit Revenues for the Year Ended December 31, Industry 2024 2023 2022 Entertainment 18 % 20 % 20 % Retail 12 11 11 Health/Medical 9 9 9 Legal Services/Lawyers 8 7 5 Technology 7 6 8 Miscellaneous Service Providers 5 5 5 Restaurants 4 4 5 Automotive 3 4 4 Consumer Packaged Goods 4 4 3 Education 4 4 3 Travel 3 4 3 Financial 4 3 4 Alcohol 3 3 3 Government/Political 3 3 3 Utilities 3 3 3 Real Estate 2 2 3 Non-Profit 2 2 2 Insurance 2 2 2 Other (a) 4 4 4 Total 100 % 100 % 100 % (a) No single industry in “Other” individually represents more than 2% of total revenues. 9 Diversification by Geography Our advertising structures and sites are geographically diversified across 34 states and Washington D.C.
We require all our field operations team members to participate in an extensive training process and we reinforce and strictly manage these trainings throughout the year. As of December 31, 2023, all of our company-owned vehicles have been installed with telematic monitoring systems.
We require all our field operations team members to participate in an extensive training process and we reinforce and strictly manage these trainings throughout the year. Additionally, all of our company-owned vehicles have been installed with telematic monitoring systems.
Hiring, developing and retaining employees is important to our business. As our business grows, we place a priority on helping our employees build both their skills and careers. We provide regular and ongoing employee development and training, through among other things, our annual performance review process, and employee trainings in sales strategy, technology, safety, compliance, management and leadership skills.
As our business grows, we place a priority on helping our employees build both their skills and careers. We provide regular and ongoing employee development and training, through among other things, our annual performance review process, and employee trainings in sales strategy, technology, safety, compliance, management and leadership skills.
Most of our non-maintenance capital expenditures are directed towards new revenue-generating projects, such as the conversion of traditional static billboard displays to digital, the building of new digital displays and the enhancement of our billboard structures to enable us to charge premium rates.
Acquisition and Dispositions : Dispositions to the Consolidated Financial Statements). Most of our non-maintenance capital expenditures are directed towards new revenue-generating projects, such as the conversion of traditional static billboard displays to digital, the building of new digital displays and the enhancement of our billboard structures to enable us to charge premium rates.
We also recognize the efforts of our employees with a variety of equity, cash and non-cash awards, such as our annual OUTShine! awards, our OUTpace awards and our President’s Club trips. We continually monitor our employee turnover rates. In 2023, we experienced lower total employee turnover of 13% compared to 14% in 2022 and 15% in 2021.
We also recognize the efforts of our employees with a variety of equity, cash and non-cash awards, such as our annual OUTShine! awards, our FastStart awards and our President’s Club trips. We continually monitor our employee turnover rates. In 2024, we experienced lower total employee turnover of 12% compared to 13% in 2023 and 14% in 2022.
In addition, as of December 31, 2023, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in 2025, unless further extended.
In addition, as of December 31, 2024, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in 2027, unless further extended.
Since 2014, the Borrowers have also been parties to agreements governing our standalone letter of credit facilities. As of December 31, 2023, we had issued letters of credit totaling approximately $75.6 million under our aggregate $81.0 million standalone letter of credit facilities.
Since 2014, the Borrowers have also been parties to agreements governing our standalone letter of credit facilities. As of December 31, 2024, we had issued letters of credit totaling approximately $65.0 million under our aggregate $81.0 million standalone letter of credit facilities.
For additional information regarding our acquisition and disposition activity, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Item 8.
Acquisitions and Dispositions : Dispositions : Canadian Business .) For additional information regarding our acquisition and disposition activity, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Item 8.
Los Angeles contributed 16% of total billboard revenues in 2022 and contributed 15% of total billboard revenues in 2021. New York contributed 10% of total billboard revenues in 2022 and contributed 8% of total billboard revenues in 2021. For additional information regarding revenues for our billboard displays and transit and other displays by segment, see “Item 7.
Los Angeles contributed 15% of total billboard revenues in 2023 and contributed 16% of total billboard revenues in 2022. New York contributed 10% of total billboard revenues in each of 2023 and 2022. For additional information regarding revenues for our billboard displays and transit displays by segment, see “Item 7.
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. We intend to incur significant equipment deployment costs and capital expenditures in coming years to continue increasing the number of digital displays in our portfolio.
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. We intend to incur significant equipment deployment costs and capital expenditures in coming years to continue increasing the number of digital displays in our portfolio.
Voluntary turnover decreased in 2023 compared to 2022 and decreased in 2022 compared to 13 2021. We believe that our culture, competitive compensation and development opportunities have contributed to the low turnover at the Company. Diversity, Equity and Inclusion We are committed to promoting a diverse and inclusive working environment.
Voluntary turnover decreased in 2024 compared to 2023 and decreased in 2023 compared to 12 2022. We believe that our culture, competitive compensation and development opportunities have contributed to the low turnover at the Company. Diversity, Equity and Inclusion We are committed to promoting an inclusive working environment.
These structures are often located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. We have a highly diversified portfolio of advertising sites. As of December 31, 2023, we had approximately 19,300 lease agreements with approximately 18,100 different landlords in the U.S.
These structures are often located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. We have a highly diversified portfolio of advertising sites. As of December 31, 2024, we had approximately 19,600 lease agreements with approximately 17,900 different landlords.
However, we expect that our annual equipment deployment cost spending with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will decline after our expected material completion of our initial deployment in 2024. See “—Renovation, Improvement and Development” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Drive Enhanced Revenue Management.
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. See “—Renovation, Improvement and Development” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Drive Enhanced Revenue Management.
Additionally, we entered into marketing arrangements to sell advertising on 46 third-party digital billboard displays in the U.S. and two in Canada in 2023, compared to 85 third-party digital billboard displays in the U.S. in 2022, and 35 third-party billboard displays in the U.S. and four in Canada in 2021.
Additionally, we entered into marketing arrangements to sell advertising on 21 third-party digital billboard displays in the U.S. in 2024, compared to 46 third-party digital billboard displays in the U.S. in 2023 and 85 third-party digital billboard displays in the U.S. in 2022.
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.
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.
Our contracts with customers generally cover periods ranging from four weeks to one year and are generally billed every four weeks. Since contract terms are short-term in nature, revenues by year of contract expiration are not considered meaningful. Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities.
Since contract terms are short-term in nature, revenues by year of contract expiration are not considered meaningful. Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities.
See “—Growth Strategy.” We built or converted 84 digital billboard displays in the U.S. and 45 in Canada in 2023, compared to 110 digital billboard displays in the U.S. and nine in Canada in 2022, and 77 digital billboard displays in the U.S. and 10 in Canada in 2021.
See “—Growth Strategy.” We built or converted 89 digital billboard displays in the U.S. in 2024, compared to 84 digital billboard displays in the U.S. in 2023, and 110 digital billboard displays in the U.S. in 2022.
We believe that there is significant opportunity for additional industry consolidation, and we will evaluate opportunities to acquire additional out-of-home advertising businesses and structures and sites on a case-by-case basis. Continued Adoption & Refinement of Audience Measurement Systems; Utilization of Data/Analytics.
Our scale gives us advantages in driving additional revenues and reducing operating costs from acquired billboards. We believe that there is significant opportunity for additional industry consolidation, and we will evaluate opportunities to acquire additional out-of-home advertising businesses and structures and sites on a case-by-case basis. Continued Adoption & Refinement of Audience Measurement Systems; Utilization of Data/Analytics.
Digital Revenues (in millions) for the Year Ended Number of Digital Displays (a) as of Location Digital Billboard Digital Transit and Other Total Digital Revenues Digital Billboard Displays Digital Transit and Other Displays Total Digital Displays December 31, 2023: United States $ 409.5 $ 143.7 $ 553.2 1,874 21,593 23,467 Canada 32.2 2.9 35.1 317 101 418 Total $ 441.7 $ 146.6 $ 588.3 2,191 21,694 23,885 December 31, 2022: United States $ 368.5 $ 137.1 $ 505.6 1,702 15,998 17,700 Canada 32.3 2.0 34.3 268 78 346 Total $ 400.8 $ 139.1 $ 539.9 1,970 16,076 18,046 December 31, 2021: United States $ 280.5 $ 80.3 $ 360.8 1,401 12,610 14,011 Canada 27.6 1.0 28.6 237 120 357 Total $ 308.1 $ 81.3 $ 389.4 1,638 12,730 14,368 (a) Digital display amounts include 4,980 displays reserved for transit agency use in 2023, 4,374 in 2022 and 3,795 in 2021.
Digital Revenues (in millions) for the Year Ended Number of Digital Displays (a) as of Location Digital Billboard Digital Transit Total Digital Revenues Digital Billboard Displays Digital Transit Displays Total Digital Displays December 31, 2024: United States $ 436.9 $ 164.8 $ 601.7 1,935 28,388 30,323 Canada (b) 11.5 1.1 12.6 — — — Total $ 448.4 $ 165.9 $ 614.3 1,935 28,388 30,323 December 31, 2023: United States $ 409.5 $ 143.7 $ 553.2 1,874 21,593 23,467 Canada (b) 32.2 2.9 35.1 317 101 418 Total $ 441.7 $ 146.6 $ 588.3 2,191 21,694 23,885 December 31, 2022: United States $ 368.5 $ 137.1 $ 505.6 1,702 15,998 17,700 Canada (b) 32.3 2.0 34.3 268 78 346 Total $ 400.8 $ 139.1 $ 539.9 1,970 16,076 18,046 (a) Digital display amounts include 6,089 displays reserved for transit agency use in 2024, 4,980 in 2023 and 4,374 in 2022.
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.
In total, we have displays in all of the 25 largest markets in the U.S. and approximately 120 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.
Culture plays an important role in the way we conduct business and attract talent and, as such, we actively promote a culture of collaboration, creativity, inclusivity and ownership throughout the employee experience. Our People As of December 31, 2023, we had a total of 2,375 employees, of which 285 are located in Canada.
Culture plays an important role in the way we conduct business and attract talent and, as such, we actively promote a culture of collaboration, creativity, inclusivity and ownership throughout the employee experience. Our People As of December 31, 2024, we had a total of 2,149 employees. As of December 31, 2024, 920 employees were sales and sales-related personnel.
We believe revenues generated on our network of digital transit displays will be 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.
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.
On October 22, 2023, we entered into an agreement to sell our outdoor advertising business in Canada. See “—Acquisition and Disposition Activity.” History Our corporate history can be traced back to companies that helped to pioneer the growth of out-of-home advertising in the U.S., such as Outdoor Systems, Inc., 3M National, Gannett Outdoor and TDI Worldwide Inc.
See “—Acquisition and Disposition Activity.” History Our corporate history can be traced back to companies that helped to pioneer the growth of out-of-home advertising in the U.S., such as Outdoor Systems, Inc., 3M National, Gannett Outdoor and TDI Worldwide Inc. In 1996, a predecessor of CBS Corporation (“CBS”) acquired TDI Worldwide Inc., which specialized in transit advertising.
Financing and Leverage Policy We may, when appropriate, employ leverage and use debt as a means to finance growth in our business, refinance existing debt, to provide additional funds to distribute to stockholders, and/or for corporate purposes.
We have not invested in, nor do we have any present intention to invest in, real estate mortgages, although we are not prohibited from doing so. 15 Financing and Leverage Policy We may, when appropriate, employ leverage and use debt as a means to finance growth in our business, refinance existing debt, to provide additional funds to distribute to stockholders, and/or for corporate purposes.
As the owner or operator of various real properties and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the U.S. and Canada.
As the owner or operator of various real properties and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the U.S.. We and our properties are subject to such laws and regulations related to the use, storage, disposal, emission and release of hazardous and nonhazardous substances and employee health and safety.
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 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. (b) On June 7, 2024, we completed the sale of the Canadian Business in the Transaction. (See Item 8., Note 13.
Media segment revenues earned among different industries for 2023, 2022 and 2021. For 2023, as a result of our diverse base of customers in the U.S., no single industry contributed more than 20% of our U.S. Media segment revenues.
For 2024, as a result of our diverse base of customers in the U.S., no single industry contributed more than 18% of our total Billboard and Transit revenues.
Under this concept the governmental body asserts that just compensation has been earned by continued operation of the billboard over a period of time. In Canada, billboards may be expropriated for public purposes with compensation (or relocation) determined on a case-by-case basis.
Under this concept the governmental body asserts that just compensation has been earned by continued operation of the billboard over a period of time.
We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International. International does not meet the criteria to be a reportable segment and accordingly, is included in Other (see Item 8., 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 .
We routinely invest capital in the maintenance and repair of our billboard and transit structures. This includes safety initiatives and replaced displays, as well as new billboard components such as panels, sections, catwalks, lighting and ladders. Our maintenance capital expenditures were $30.2 million in 2023, $25.5 million in 2022 and $25.3 million in 2021.
As of December 31, 2024, our average initial investment required for a digital billboard display is approximately $250,000. We routinely invest capital in the maintenance and repair of our billboard and transit structures. This includes safety initiatives and replaced displays, as well as new billboard components such as panels, sections, catwalks, lighting and ladders.
Maintenance capital expenditures also include spending on software and technology, and office facilities renovations. In the opinion of management, our outdoor advertising sites and structures are adequately covered by insurance. 12 Contract Expirations We derive revenues primarily from providing advertising space to customers on our advertising structures and sites.
In the opinion of management, our outdoor advertising sites and structures are adequately covered by insurance. 11 Contract Expirations We derive revenues primarily from providing advertising space to customers on our advertising structures and sites. Our contracts with customers generally cover periods ranging from four weeks to one year and are generally billed every four weeks.
As of December 31, 2023, 884 employees were sales and sales-related personnel in the U.S. and 84 were Canadian sales and sales-related personnel. As of December 31, 2023, 2,362, or 99%, of our employees were full-time employees and 13, or 1%, were part-time employees. Some of these employees are represented by labor unions and are subject to collective bargaining agreements.
As of December 31, 2024, 2,139, or 99.5%, of our employees were full-time employees and 10, or 0.5%, were part-time employees. Some of these employees are represented by labor unions and are subject to collective bargaining agreements. Hiring, developing and retaining employees is important to our business.
We intend to expand the deployment of digital billboards that display digital advertising copy from various advertisers that change up to several times per minute. We have encountered some existing regulations in the U.S. and Canada that restrict or prohibit these types of digital displays.
We have encountered some existing regulations in the U.S. that restrict or prohibit these types of digital displays.
Except in connection with the Notes, Class A equity interests of a subsidiary of the Company that controls its Canadian business in connection with the acquisition of outdoor advertising assets in Canada, the ATM Program and the Series A Preferred Stock (each as defined and described in “Item 7.
Except in connection with the Notes and the Series A Preferred Stock (each as defined and described in “Item 7.
Our Portfolio of Outdoor Advertising Structures and Sites Diversification by Customer For the year ended December 31, 2023, no individual customer represented more than 3% of U.S. Media segment revenues. Therefore, we do not consider detailed information about any individual customer to be meaningful. 9 Diversification by Industry The following table sets forth information regarding the diversification of U.S.
Therefore, we do not consider detailed information about any individual customer to be meaningful. 8 Diversification by Industry The following table sets forth information regarding the diversification of total Billboard and Transit revenues earned among different industries for 2024, 2023 and 2022.
Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from 8 small transactions to larger acquisitions. See “—Acquisition and Disposition Activity.” There can be no assurances that any transactions currently being evaluated will be consummated or, if consummated, that such transactions would prove beneficial to us.
See “—Acquisition and Disposition Activity.” There can be no assurances that any transactions currently being evaluated will be consummated or, if consummated, that such transactions would prove beneficial to us. Further, our national footprint in the U.S. provides us with an attractive platform on which to add additional advertising structures and sites.
Our total number of digital displays is impacted by acquisitions, dispositions, management agreements and the net effect of new and lost billboards and the net effect of won and lost franchises. As of December 31, 2023, our average initial investment required for a digital billboard display is approximately $250,000.
We built, converted or replaced 6,664 digital transit and other displays in the U.S. in 2024, and 5,624 digital transit and other displays in the U.S. in 2023. Our total number of digital displays is impacted by acquisitions, dispositions, management agreements and the net effect of new and lost billboards and the net effect of won and lost franchises.
On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.” and its common stock began trading on the New York Stock Exchange under the ticker symbol “OUT.” Acquisition and Disposition Activity We regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions.
On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.” and its common stock began trading on the New York Stock Exchange under the ticker symbol “OUT.” On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”).
We also explore alternative uses of our billboard locations as they arise to drive site profitability, including wireless attachment placement opportunities on our leased and owned assets. Consider Selected Acquisition Opportunities. As part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses and assets.
Consider Selected Acquisition Opportunities. As part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses and assets. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions.
(b) No single location (metropolitan area) in “All other United States” individually represents more than 2% of total revenues. The New York and Los Angeles metropolitan areas contributed 52% and 11%, respectively, of total transit and other revenues in 2022 and 49% and 12%, respectively, of total transit and other revenues in 2021.
(b) Includes revenues related to the Canadian Business and third-party digital equipment sales. (c) No single location (metropolitan area) in “All other United States” individually represents more than 2% of total revenues. (d) Includes revenues from third-party digital equipment sales. (e) On June 7, 2024, we completed the sale of the Canadian Business in the Transaction.
Removed
In total, we have displays in all of the 25 largest markets in the U.S. and approximately 150 markets in the U.S. and Canada.
Added
Historical operating results of our Canadian operations are included in Other (see Item 8., Note 19. Segment Information to the Consolidated Financial Statements) through the date of sale.
Removed
In 1996, a predecessor of CBS Corporation (“CBS”) acquired TDI Worldwide Inc., which specialized in transit advertising.
Added
See “—Acquisition and Disposition Activity.” Acquisition and Disposition Activity We regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions. 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. (See Item 8. Note 13.
Removed
On October 22, 2023, the Company, Outfront Canada HoldCo 2 LLC, a wholly-owned subsidiary of the Company, and Outfront Canada Sub LLC, a wholly-owned subsidiary of the Company (together, the “Selling Subsidiaries”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Bell Media Inc.
Added
Our Portfolio of Outdoor Advertising Structures and Sites Diversification by Customer For the year ended December 31, 2024, no individual customer represented more than 2% of total Billboard and Transit revenues.
Removed
(the “Buyer”), relating to the sale of the Company’s outdoor advertising business in Canada (the “Canadian Business”).
Added
(See Item 8., Note 13. Acquisition and Dispositions : Dispositions : Canadian Business to the Consolidated Financial Statements). The New York and Los Angeles metropolitan areas contributed 52% and 9%, respectively, of total transit revenues in 2023 and 52% and 11%, respectively, of total transit revenues in 2022.
Removed
Pursuant to the Share Purchase Agreement, the Selling Subsidiaries agreed to sell all of its (and its affiliates) equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Canadian Business, to the Buyer, for C$410.0 million in cash, payable on the date of the consummation of the Transaction (the “Closing”).
Added
Our maintenance capital expenditures were $21.7 million in 2024, $30.2 million in 2023 and $25.5 million in 2022. Maintenance capital expenditures also include spending on software and technology, and office facilities renovations.
Removed
The purchase price is subject to (i) adjustments at and following the Closing for working capital, cash, indebtedness, capital expenditures and transaction expenses, and (ii) a holdback to be released at or following the Closing, in whole or in part, if certain third-party contracts are renewed or extended on certain terms.
Added
Historically, with the exception of safety upgrades, we have not incurred significant expenditures to comply with these laws. We intend to expand the deployment of digital billboards that display digital advertising copy from various advertisers that change up to several times per minute.
Removed
The consummation of the Transaction is expected to occur in the first half of 2024, subject to certain closing conditions, including, among others, (i) the absence of any enacted or pending law, order, judgment or litigation by a governmental authority prohibiting the consummation of the Transaction, and (ii) receipt of antitrust approval in Canada (the “Antitrust Approval”).
Removed
The obligation of the Buyer to consummate the Transaction is also conditioned on the absence of a material adverse effect on the Canadian Business following the date of the Share Purchase Agreement and the Selling Subsidiaries’ obligation to spend a target percentage of forecasted capital expenditures through the Closing.
Removed
The obligation of each party to consummate the Transaction is conditioned on each party’s representations and warranties being true and correct and each party having performed in all material respects its obligations under the Share Purchase Agreement.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

65 edited+6 added−15 removed160 unchanged
Biggest changeIf we were to fail to remain qualified to be taxed as a REIT in any taxable year, we would be subject to U.S. federal income tax on our taxable income at regular corporate rates, and dividends paid to our stockholders would not be deductible by us in computing our taxable income.
Biggest changeChanges to the tax laws or interpretations thereof, or the IRS’s position with respect to our private letter ruling, with or without retroactive application, could materially and negatively affect our ability to qualify to be taxed as a REIT. 28 If we were to fail to remain qualified to be taxed as a REIT in any taxable year, we would be subject to federal, state and local income taxes on our taxable income at regular corporate rates, and dividends paid to our stockholders would not be deductible by us in computing our taxable income.
In addition, pandemics could impact the global economy and our business if we (i) experience a complete or partial shutdown of our ability to operate safely and securely, (ii) lose major customers and/or key personnel, (iii) experience significant disruptions (including inflationary price increases) with respect to our manufacturers, suppliers and related logistics that may prevent us from fulfilling our contractual obligations to our counterparties, (iv) fail to satisfy our contractual obligations and/or need to seek relief from our contractual obligations that we may be unable to receive from our counterparties, (v) fail to realize the benefits of any cost savings initiatives such as suspending, deferring and/or reducing capital expenditures and other expenses, (vi) experience impairment charges, (vii) experience a cybersecurity incident, and (viii) have difficulties accessing the capital markets and/or obtaining or incurring debt financing on reasonable pricing or other terms or at all, any of which could have a material adverse effect on our business, financial condition and results of operations.
In addition, pandemics could impact the global economy and our business if we (i) experience a complete or partial shutdown of our ability to operate safely and securely, (ii) lose major customers and/or key personnel, (iii) experience significant disruptions (including inflationary or other price increases) with respect to our manufacturers, suppliers and related logistics that may prevent us from fulfilling our contractual obligations to our counterparties, (iv) fail to satisfy our contractual obligations and/or need to seek relief from our contractual obligations that we may be unable to receive from our counterparties, (v) fail to realize the benefits of any cost savings initiatives such as suspending, deferring and/or reducing capital expenditures and other expenses, (vi) experience impairment charges, (vii) experience a cybersecurity incident, and (viii) have difficulties accessing the capital markets and/or obtaining or incurring debt financing on reasonable pricing or other terms or at all, any of which could have a material adverse effect on our business, financial condition and results of operations.
In addition, the rules dealing with U.S. federal income taxation are continually under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury (the “Treasury”).
In addition, the rules dealing with federal income taxation are continually under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury (the “Treasury”).
Accordingly, compliance with the REIT requirements may hinder our ability to make certain attractive investments, pursue certain business opportunities and/or otherwise adversely affect the manner in which we operate our business. Complying with REIT requirements may depend on our ability to contribute certain contracts to a taxable REIT subsidiary.
Accordingly, compliance with the REIT requirements may hinder our ability to make certain attractive investments, hinder our ability to pursue certain business opportunities, and/or otherwise adversely affect the manner in which we operate our business. Complying with REIT requirements may depend on our ability to contribute certain contracts to a taxable REIT subsidiary.
These acquisitions or transactions could be material, and involve numerous risks, including: • acquisitions or other strategic transactions may prove unprofitable and/or fail to generate anticipated cash flows or gains; • integrating acquired businesses and/or assets may be more difficult, costly or time consuming than expected and the anticipated benefits and costs savings of such acquisitions or transactions may not be fully realized, for example: ◦ we may need to recruit additional senior management, as we cannot be assured that senior management of acquired businesses and/or assets will continue to work for us, and we cannot be certain that our recruiting efforts will succeed; ◦ unforeseen difficulties could divert significant time, attention and effort from management that could otherwise be directed at developing existing business; ◦ we may encounter difficulties expanding corporate infrastructure to facilitate the integration of our operations and systems with those of acquired businesses and/or assets, which may cause us to lose the benefits of any expansion; and/or ◦ we may lose billboard leases, franchises or advertisers in connection with such acquisitions or transactions, which could disrupt our ongoing businesses; • we may not be aware of all of the risks associated with any acquired businesses and/or assets and certain of our assumptions with respect to these acquired businesses and/or assets may prove to be inaccurate, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition; • we may not be able to obtain financing necessary to fund potential acquisitions or strategic transactions; • we may face increased competition for acquisitions of businesses and assets from other advertising companies, some of which may have greater financial resources than we do, which may result in higher prices for those businesses and assets; • we may enter into markets and geographic areas where we have limited or no experience; and • because we must comply with various requirements under the Code in order to maintain our qualification to be taxed as a REIT, including restrictions on the types of assets we may hold, the sources of our income and accumulation of earnings and profits, our ability to engage in certain acquisitions or strategic transactions, such as acquisitions of C corporations, may be limited.
These acquisitions or transactions could be material, and involve numerous risks, including: 21 • acquisitions or other strategic transactions may prove unprofitable and/or fail to generate anticipated cash flows or gains; • integrating acquired businesses and/or assets may be more difficult, costly or time consuming than expected and the anticipated benefits and costs savings of such acquisitions or transactions may not be fully realized, for example: ◦ we may need to recruit additional senior management, as we cannot be assured that senior management of acquired businesses and/or assets will continue to work for us, and we cannot be certain that our recruiting efforts will succeed; ◦ unforeseen difficulties could divert significant time, attention and effort from management that could otherwise be directed at developing existing business; ◦ we may encounter difficulties expanding corporate infrastructure to facilitate the integration of our operations and systems with those of acquired businesses and/or assets, which may cause us to lose the benefits of any expansion; and/or ◦ we may lose billboard leases, franchises or advertisers in connection with such acquisitions or transactions, which could disrupt our ongoing businesses; • we may not be aware of all of the risks associated with any acquired businesses and/or assets and certain of our assumptions with respect to these acquired businesses and/or assets may prove to be inaccurate, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition; • we may not be able to obtain financing necessary to fund potential acquisitions or strategic transactions; • we may face increased competition for acquisitions of businesses and assets from other advertising companies, some of which may have greater financial resources than we do, which may result in higher prices for those businesses and assets; • we may enter into markets and geographic areas where we have limited or no experience; and • because we must comply with various requirements under the Code in order to maintain our qualification to be taxed as a REIT, including restrictions on the types of assets we may hold, the sources of our income and accumulation of earnings and profits, our ability to engage in certain acquisitions or strategic transactions, such as acquisitions of C corporations, may be limited.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” 25 Our level of debt could have important consequences, including: • making it more difficult for us to satisfy our obligations with respect to the Notes and our other debt; • requiring us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, capital expenditures, and strategic business development efforts and other corporate purposes; • increasing our vulnerability to and limiting our flexibility in planning for, or reacting to, changes in the business, the industries in which we operate, the economy and governmental regulations; • limiting our ability to make strategic acquisitions or causing us to make non-strategic divestitures; • exposing us to the risk of rising interest rates as borrowings under the Senior Credit Facilities and the AR Facility are subject to variable rates of interest; • placing us at a competitive disadvantage compared to our competitors that have less debt; and • limiting our ability to borrow additional funds.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our level of debt could have important consequences, including: • making it more difficult for us to satisfy our obligations with respect to the Notes and our other debt; • requiring us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, capital expenditures, and strategic business development efforts and other corporate purposes; • increasing our vulnerability to and limiting our flexibility in planning for, or reacting to, changes in the business, the industries in which we operate, the economy and governmental regulations; • limiting our ability to make strategic acquisitions or causing us to make non-strategic divestitures; • exposing us to the risk of rising interest rates as borrowings under the Senior Credit Facilities and the AR Facility are subject to variable rates of interest; • placing us at a competitive disadvantage compared to our competitors that have less debt; and • limiting our ability to borrow additional funds.
The Credit Agreement and the indentures governing the Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests, including restrictions on our and our subsidiaries’ ability to: • incur additional indebtedness; • pay dividends on, repurchase or make distributions in respect of our capital stock (other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions); • make investments or acquisitions; • sell, transfer or otherwise convey certain assets; • change our accounting methods; • create liens; • enter into agreements restricting the ability to pay dividends or make other intercompany transfers; • consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets; • enter into transactions with affiliates; • prepay certain kinds of indebtedness; • issue or sell stock of our subsidiaries; and • change the nature of our business.
The Credit Agreement and the indentures governing the Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests, including restrictions on our and our subsidiaries’ ability to: • incur additional indebtedness; • pay dividends on, repurchase or make distributions in respect of our capital stock (other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions); • make investments or acquisitions; • sell, transfer or otherwise convey certain assets; • change our accounting methods; • create liens; • enter into agreements restricting the ability to pay dividends or make other intercompany transfers; • consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets; • enter into transactions with affiliates; 24 • prepay certain kinds of indebtedness; • issue or sell stock of our subsidiaries; and • change the nature of our business.
In addition, our charter authorizes us, and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to: • any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in that capacity; and • any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, trustee or manager of another corporation, REIT, limited liability company, partnership, joint venture, trust, 29 employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.
In addition, our charter authorizes us, and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to: • any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in that capacity; and • any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, trustee or manager of another corporation, REIT, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Any costs currently anticipated may significantly increase if we incur cost overruns due to (i) technical difficulties; (ii) the increased costs of data, digital displays, materials and labor; (iii) suspensions or delays in installation and/or construction caused by us, our subcontractors, our transit franchise partners or due to external events beyond anyone’s control or otherwise; (iv) insurance, bonding and litigation expenses; or (v) other factors beyond our control, which could have an adverse effect on our business, financial condition and results of operations, including cash flow timing and negative publicity.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Any costs currently anticipated may significantly increase if we incur cost overruns due to (i) technical difficulties; (ii) the increased costs of data, digital displays, materials and labor; (iii) suspensions or delays in installation and/or construction caused by us, our subcontractors, our transit franchise partners or due to external events beyond anyone’s control or otherwise; (iv) insurance, bonding, compliance and litigation expenses; or (v) other factors beyond our control, which could have an adverse effect on our business, financial condition and results of operations, including cash flow timing and negative publicity.
Although we monitor regulatory changes and have implemented internal policies and procedures designed to comply with all applicable laws, rules, industry standards and regulations, any failure or perceived failure by us to comply with applicable regulatory requirements or our internal policies related to privacy, information security, data and/or consumer protection could result in a 24 loss of confidence, a loss of goodwill, damage to our brand, loss of business partners and advertisers, substantial remediation and compliance costs, adverse regulatory proceedings and/or civil litigation, which could negatively impact our business.
Although we monitor regulatory changes and have implemented internal policies and procedures designed to comply with all applicable laws, rules, industry standards and regulations, any failure or perceived failure by us to comply with applicable regulatory requirements or our internal policies related to privacy, information security, data and/or consumer protection could result in a loss of confidence, a loss of goodwill, damage to our brand, loss of business partners and advertisers, substantial remediation and compliance costs, adverse regulatory proceedings and/or civil litigation, which could negatively impact our business.
The success of the digital display platform we provide to our customers and partners (including the MTA) through deployment and maintenance of digital advertising displays, enhancements to our digital advertising displays, and the use of programmatic and direct sale advertising platform technologies, and the realization of any anticipated benefits, will depend, in part, on our ability to execute and demonstrate the value-added capabilities of our digital display platform to our customers and partners, and our ability to deliver these products in a timely manner in satisfaction of our contractual obligations.
The success of the digital display platform we provide to our customers and partners (including the MTA) through deployment and maintenance of digital advertising displays, enhancements to our digital advertising displays, and the use of programmatic and direct sale advertising platform technologies, and the realization of any anticipated benefits, will depend, in part, on our 19 ability to execute and demonstrate the value-added capabilities of our digital display platform to our customers and partners, and our ability to deliver these products in a timely manner in satisfaction of our contractual obligations.
This could further exacerbate the risks to our financial condition described above.” Hedging transactions could have a negative effect on our results of operations. We have, and may in the future, enter into hedging transactions, including without limitation, with respect to interest rate exposure and foreign currency exchange rates and on one or more of our assets or liabilities.
This could further exacerbate the risks to our financial condition described above.” Hedging transactions could have a negative effect on our results of operations. We have entered, and may in the future enter, into hedging transactions, including without limitation, with respect to interest rate exposure and foreign currency exchange rates and on one or more of our assets or liabilities.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state, local or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and views could have an adverse effect on our business, financial condition, results of operations and stock price.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or local environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and views could have an adverse effect on our business, financial condition, results of operations and stock price.
Further, as digital advertising displays are introduced into the market on a large scale, new or revised regulations could impose specific restrictions on the installation or use of digital advertising displays. 20 Operating our digital display platform may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized.
Further, as digital advertising displays are introduced into the market on a large scale, new or revised regulations could impose specific restrictions on the installation or use of digital advertising displays. Operating our digital display platform may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized.
When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain a new contract. Our inability to successfully obtain or renew these contracts on favorable economic terms or at all could have an adverse effect on our financial condition and results of operations. See “Item 7.
When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain a new contract. Our inability to successfully obtain or renew these contracts on favorable economic terms or at all could 20 have an adverse effect on our financial condition and results of operations. See “Item 7.
See “Our business is sensitive to a decline in advertising expenditures, general economic conditions and other external events beyond our control,” “—Operating our digital display platform may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized,” and “—The terms of the agreements governing our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.” 19 The extent to which any pandemic will impact our business will depend on future developments, including the severity and duration of such pandemic and the measures taken in response to such pandemic, which are highly uncertain and cannot be predicted.
See “Our business is sensitive to a decline in advertising expenditures, general economic conditions and other external events beyond our control,” “—Operating our digital display platform may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized,” and “—The terms of the agreements governing our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.” The extent to which any pandemic will impact our business will depend on future developments, including the severity and duration of such pandemic and the measures taken in response to such pandemic, which are highly uncertain and cannot be 18 predicted.
Expectations relating to environmental, social and governance considerations expose us to potential liabilities, reputational harm and other unforeseen adverse effects on our business. Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.
Expectations relating to environmental, social and governance considerations expose us to potential liabilities, reputational harm and other unforeseen adverse effects on our business. Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas 23 emissions, human capital and diversity, equity and inclusion.
Our board of directors has by resolution exempted from the provisions of the Maryland Business Combination Act, as described above, all business combinations between us and any other person, provided that such business combination is first approved by our board of directors (including a majority of our directors who are not affiliates or associates of such person).
Our board of directors has by resolution exempted from the provisions of the Maryland Business Combination Act, as described above, all business combinations between us and any other person, provided that such business combination is first approved by 27 our board of directors (including a majority of our directors who are not affiliates or associates of such person).
Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at the 27 applicable time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at the applicable time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
A number of federal, state and local governments in the U.S. and Canada have implemented or initiated taxes (including taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets), fees and registration requirements in an effort to decrease or restrict the number of outdoor advertising structures and sites or raise revenue, or both.
A number of federal, state and local governments in the U.S. have implemented or initiated taxes (including taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets), fees and registration requirements in an effort to decrease or restrict the number of outdoor advertising structures and sites or raise revenue, or both.
The effects of such seasonality make it difficult to estimate future operating results based on the 22 previous results of any specific quarter, which may make it difficult to plan capital expenditures and expansion, could affect operating results and could have an adverse effect on our business, financial condition and results of operations.
The effects of such seasonality make it difficult to estimate future operating results based on the previous results of any specific quarter, which may make it difficult to plan capital expenditures and expansion, could affect operating results and could have an adverse effect on our business, financial condition and results of operations.
See “—Risks Related to Our Corporate and REIT Structure—Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.” Risks Related to Our Corporate and REIT Structure Our board of directors has the power to cause us to issue additional shares of stock without common stockholder approval.
See “—Risks Related to 26 Our Corporate and REIT Structure—Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.” Risks Related to Our Corporate and REIT Structure Our board of directors has the power to cause us to issue additional shares of stock without common stockholder approval.
Our charter also provides that, unless exempted by the board of directors, no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value of the aggregate outstanding shares of all classes and series of our stock.
Our charter also provides that, unless 30 exempted by the board of directors, no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value of the aggregate outstanding shares of all classes and series of our stock.
The Series A Preferred Stock is convertible at the option of any holder at 28 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.
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.
Government regulation of outdoor advertising, including any changes to such regulation, may restrict our outdoor advertising operations and our ability to increase the number of advertising displays in our portfolio. The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the U.S. and Canada.
Government regulation of outdoor advertising, including any changes to such regulation, may restrict our outdoor advertising operations and our ability to increase the number of advertising displays in our portfolio. The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the U.S.
As a result, we may 31 be required to liquidate or forgo otherwise attractive investments or business opportunities. These actions could have the effect of reducing our income and amounts available for distribution to holders of our common stock.
As a result, we may be required to liquidate or forgo otherwise attractive investments or business opportunities. These actions could have the effect of reducing our income and amounts available for distribution to holders of our common stock.
We believe our future success depends on the continued service and skills of our existing management team and other key employees with experience and business relationships within their respective roles, including landlord and customer relationships.
We believe our future success depends on the continued service and skills of our management team and other key employees with experience and business relationships within their respective roles, including landlord and customer relationships.
A cybersecurity incident could occur due to the acts or omissions of third parties (including third parties with which we do business), employee error, malfeasance, fraud, system errors or vulnerabilities, or otherwise.
A cybersecurity incident could occur due to the acts or omissions of third parties (including third parties with which we do business), employee error, malfeasance, fraud, system errors or 22 vulnerabilities, or otherwise.
As the owner or operator of various real properties and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the U.S. and Canada.
As the owner or operator of various real properties and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the U.S.
Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations, although the methodology used to determine such compensation varies by jurisdiction. Some local governments in the U.S. and Canada have attempted to force the removal of billboards after a period of years under a concept called amortization.
Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations, although the methodology used to determine such compensation varies by jurisdiction. Some local governments in the U.S. have attempted to force the removal of billboards after a period of years under a concept called amortization.
Business—Regulation.” If there are changes in laws and regulations affecting outdoor advertising at any level of government (including by modification, replacement or invalidation in response to third party legal challenges, or otherwise), if there are changes in the enforcement of regulations or if there are allegations of noncompliance with laws or regulations that we are unable to resolve, our structures and sites could be subject to removal or modification and/or prevailing competitive conditions in our markets could be affected in a variety of ways, which could have an adverse effect on our business, financial condition and results of operations.
Business—Regulation.” If there are changes in laws and regulations affecting outdoor advertising at any level of government (including by modification, replacement or invalidation in response to third party legal challenges, competitor lobbying efforts or otherwise), if there are changes in the enforcement of regulations or if there are allegations of noncompliance with laws or regulations that we are unable to resolve, our structures and sites could be subject to removal or modification and/or prevailing competitive conditions in our markets could be affected in a variety of ways, which could have an adverse effect on our business, financial condition and results of operations.
For example, in order to meet the REIT qualification requirements, we may hold some of our assets or conduct certain of our activities through one or more TRSs or other subsidiary corporations that will be subject to foreign, federal, state and local corporate-level income taxes as regular C corporations.
For 29 example, in order to meet the REIT qualification requirements, we may hold some of our assets or conduct certain of our activities through one or more TRSs or other subsidiary corporations that will be subject to federal, state and local corporate-level income taxes as regular C corporations.
This may have the effect of reducing the amount of proceeds paid to existing shareholders. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. If new debt is added to our current debt levels, the related risks that we now face would increase.
This may have the effect of reducing the amount of proceeds paid to existing stockholders. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. If new debt is added to our current debt levels, the related risks that we now face would increase.
See “—We could suffer losses due to impairment in the carrying value of our long-lived assets and goodwill.” Further, we rely on third parties to manufacture, transport and install digital displays, and provide programmatic and direct sale advertising platform technologies for our display inventory, and if we are not able to engage third parties on reasonable pricing or other terms due to insufficient capacity or plant closures of a particular manufacturer, market-wide supply shortages, labor shortages, logistics disruptions, software issues, inflationary price increases or otherwise, or if the third parties that we do engage fail to meet their obligations to us, whether due to external events beyond anyone’s control or otherwise, we may be unable to operate our digital display platform in an effective manner or at all, and may fail to satisfy our contractual obligations, which could have an adverse effect on our business, financial condition and results of operations.
See “—We could suffer losses due to impairment in the carrying value of our long-lived assets and goodwill.” Further, we rely on third parties to manufacture, transport and install digital displays, and provide programmatic and direct sale advertising platform technologies for our digital display inventory, and if we are not able to engage third parties on reasonable pricing or other terms due to insufficient capacity or plant closures of a particular manufacturer, market-wide supply shortages, labor shortages, logistics disruptions, software issues, inflationary price increases, trade policy changes (such as tariffs) or otherwise, or if the third parties that we do engage fail to meet their obligations to us, whether due to external events beyond anyone’s control or otherwise, we may be unable to operate our digital display platform in an effective manner or at all, and may fail to satisfy our contractual obligations, which could have an adverse effect on our business, financial condition and results of operations.
Any such impairment charges could have a material adverse effect on our reported net income, operating income and our stock price. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.” Environmental, health and safety laws and regulations may limit or restrict some of our operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.” Any such impairment charges could have a material adverse effect on our reported net income, operating income and our stock price. Environmental, health and safety laws and regulations may limit or restrict some of our operations.
Any reduction in advertising expenditures could adversely affect our business, financial condition or results of operations. Further, advertising expenditure patterns may be impacted by any of these factors; for example, advertisers’ expenditures may be made with less advance notice and may become difficult to forecast from period to period.
Any reduction in advertising expenditures could adversely affect our business, financial condition or results of operations. Further, advertising expenditure patterns may be impacted by any of these factors; for example, advertisers’ expenditures may be made with less advance notice and may become difficult to forecast from period to period. See “Item 7.
Business—Our Portfolio of Outdoor Advertising Structures and Sites.” In addition, disasters, acts of terrorism, disease outbreaks and pandemics (such as the COVID-19 pandemic), hostilities, wars, political uncertainty, extraordinary weather events (such as hurricanes), power outages, technological changes 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) caused by the foregoing or otherwise, could interrupt our ability to build, deploy, and/or display advertising on, advertising structures and sites, and/or lead to a reduction in economic certainty and advertising expenditures.
Business—Our Portfolio of Outdoor Advertising Structures and Sites.” In addition, disasters, acts of terrorism, disease outbreaks and pandemics (such as the COVID-19 pandemic), hostilities, wars, political uncertainty, changes in governmental fiscal and trade policies (such as tariffs), extraordinary weather events (such as hurricanes and wildfires), power outages, technological changes 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) caused by the foregoing or otherwise, could interrupt our ability to build, deploy, and/or display advertising on, advertising structures and sites, and/or lead to a reduction in economic certainty and advertising expenditures.
To remain qualified to be taxed as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including certain mortgage loans and securities.
To remain qualified to be taxed as a REIT for federal, state and local income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including certain mortgage loans and securities.
In addition to the assets tests set forth above, to remain qualified to be taxed as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the amounts we distribute to our stockholders and the ownership of our stock.
In addition to the assets tests set forth above, to remain qualified to be taxed as a REIT for federal, state and local income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the amounts we distribute to our stockholders and the ownership of our stock.
In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed 20% of the fair market value of our assets, we would fail to remain qualified to be taxed as a REIT for U.S. federal income tax purposes.
In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed 20% of the fair market value of our assets, we would fail to remain qualified to be taxed as a REIT for federal, state and local income tax purposes.
Turbulence in the U.S. or international financial markets and economies could adversely impact our ability to replace or renew maturing liabilities on a timely basis or access the capital markets to meet liquidity and capital expenditure requirements and may result in adverse effects on our business, financial condition and results of operations.
Turbulence in the economy and financial markets could adversely impact our ability to replace or renew maturing liabilities on a timely basis or access the capital markets to meet liquidity and capital expenditure requirements and may result in adverse effects on our business, financial condition and results of operations.
To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends-paid deduction and including any net capital gains, we will be subject to U.S. federal income tax on our undistributed net taxable income.
To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends-paid deduction and including any net capital gains, we will be subject to federal, state and local income taxes on our undistributed net taxable income.
If we fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.
If we fail to remain qualified as a REIT, we will be subject to federal, state and local income taxes as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.
For example, in 2023, we suffered impairment charges in connection with our agreements with our transit franchise partners, primarily our agreement with the MTA .
For example, we have previously suffered impairment charges in connection with our agreements with our transit franchise partners, primarily our agreement with the MTA .
For example, a tax was imposed on the outdoor advertising industry in Toronto. These laws may affect prevailing competitive conditions in our markets in a variety of ways, including reducing our expansion opportunities, or increasing or reducing competitive pressure on us from other members of the outdoor advertising industry.
These laws may affect prevailing competitive conditions in our markets in a variety of ways, including reducing our expansion opportunities, or increasing or reducing competitive pressure on us from other members of the outdoor advertising industry.
As of December 31, 2023, we had total indebtedness of approximately $2.8 billion (consisting of the Term Loan, the Notes and the AR Facility with outstanding aggregate principal balances of $600.0 million, $2.1 billion and $65.0 million, respectively), undrawn commitments under the Revolving Credit Facility of $500.0 million, excluding $6.5 million of letters of credit issued against the Revolving Credit Facility, and $85.0 million borrowing capacity remaining under the AR Facility.
As of December 31, 2024, we had total indebtedness of approximately $2.5 billion (consisting of the Term Loan, the Notes and the AR Facility with outstanding aggregate principal balances of $400.0 million, $2.1 billion and $10.0 million, respectively), undrawn commitments under the Revolving Credit Facility of $500.0 million, excluding $5.5 million of letters of credit issued against the Revolving Credit Facility, and $140.0 million borrowing capacity remaining under the AR Facility.
Further, we face the risk of claims that we have infringed third parties’ intellectual property rights with respect to our digital display platform, digital displays and/or any other new products we develop, which could be expensive and time consuming to defend, could require us to alter our digital display platform, digital displays and/or any new products, prevent us from selling advertising on and/or using our digital display platform, digital displays and/or any new products, and/or could require us to pay license, royalty or other fees to third parties in order to continue using our digital display platform, digital displays and/or any new products. 21 The success of our transit advertising business is dependent on obtaining and renewing key municipal contracts on favorable terms.
Further, we face the risk of claims that we have infringed third parties’ intellectual property rights with respect to our digital display platform, digital displays and/or any other new products we develop, which could be expensive and time consuming to defend, could require us to alter our digital display platform, digital displays and/or any new products, prevent us from selling advertising on and/or using our digital display platform, digital displays and/or any new products, and/or could require us to pay license, royalty or other fees to third parties in order to continue using our digital display platform, digital displays and/or any new products.
Such an agreement would prevent us from selling those properties, even if market conditions made such a sale favorable to us.
Such an agreement would prevent us from selling those properties, even if market conditions made such a sale favorable to us. Item 1B. Unresolved Staff Comments. None.
In addition, losses in our TRS will generally 32 not provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable income in the TRS.
In addition, losses in our TRS will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable income in the TRS. Our board of directors may revoke our REIT election at any time.
If interest rates increase, as we are experiencing with the current heightened levels of inflation, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease.
If interest rates increase, as we have experienced historically, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease.
On March 1, 2022, 275,000 shares of Series A Preferred Stock were converted into approximately 17.4 million shares of the Company’s common stock. As of December 31, 2023, 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.
As of December 31, 2024, 125,000 shares of Series A Preferred Stock remained outstanding and 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.
The Series A Preferred Stock ranks senior to our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Equity—Series A Preferred Stock Issuance”), which rank senior to our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs.
At our level of indebtedness, as of December 31, 2023, each 1/4% change in interest rates on our variable rate Term Loan and AR Facility would have resulted in a $1.5 million and $0.2 million, respectively, change in annual estimated interest expense. Our aggregate annual estimated interest expense will increase if we make any borrowings under our Revolving Credit Facility.
At our level of indebtedness, as of December 25 31, 2024, the impact of a 1/4% change in interest rates on our AR Facility would be immaterial. Our aggregate annual estimated interest expense will increase if we make any borrowings under our Revolving Credit Facility.
In addition, we will be subject to a nondeductible 4% excise tax if the amount that we actually distribute to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. 30 From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.
From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.
Even if we have reasonable cause for a failure to meet the REIT income tests as a result of receiving non-qualifying income, we would nonetheless be required to pay a penalty tax in order to retain our REIT status.
Further, if we fail to meet the REIT income tests as a result of receiving non-qualifying income and had reasonable cause for the failure, we would be required to pay a penalty tax to retain our REIT status. Any of these taxes would decrease cash available for distribution to holders of our common stock.
We may also enter into additional contractual arrangements with asset contributors under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at set times.
We may also enter into additional contractual arrangements with asset contributors under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at set times. 31 In connection with these transactions, persons holding operating partnership units (or similar securities) may have the right to vote on certain amendments to the partnership agreements of such operating partnerships, as well as on certain other matters.
Our transit advertising business requires us to obtain and renew contracts with municipalities and other governmental entities.
The success of our transit advertising business is dependent on obtaining and renewing key municipal contracts on favorable terms. Our transit advertising business requires us to obtain and renew contracts with municipalities and other governmental entities.
As a result of all of these restrictions, we may be: • limited in how we conduct our business; • unable to raise additional debt or equity financing to operate during general economic or business downturns; or • unable to compete effectively or to take advantage of new business opportunities. 26 These restrictions could hinder our ability to grow in accordance with our strategy or inhibit our ability to adhere to our intended distribution policy and, accordingly, may cause us to incur additional U.S. federal income tax liability beyond current expectations.
As a result of all of these restrictions, we may be: • limited in how we conduct our business; • unable to raise additional debt or equity financing to operate during general economic or business downturns; or • unable to compete effectively or to take advantage of new business opportunities.
For example, certain classes and types of tobacco products have been effectively banned from outdoor advertising in all of the jurisdictions in which we currently do business. In addition, state and local governments in some cases limit outdoor advertising of alcohol, which represented 3% of our U.S. Media segment revenues in 2023, 3% in 2022 and 4% in 2021.
For example, certain classes and types of tobacco products have been effectively banned from outdoor advertising in all of the jurisdictions in which we currently do business.
If any of these personnel were to leave and compete with us, it could have an adverse effect on our business, financial condition and results of operations. 23 We face diverse risks in our Canadian business, including risks related to the sale of our Canadian business, which could adversely affect our business, financial condition and results of operations.
If any of these personnel were to leave and compete with us, it could have an adverse effect on our business, financial condition and results of operations. If we experience a cybersecurity incident, we may suffer reputational harm and significant legal and financial exposure.
On April 20, 2020, we issued and sold an aggregate of 400,000 shares of Series A Preferred Stock (as defined and described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Equity—Series A Preferred Stock Issuance”).
For example, we previously issued and sold an aggregate of 400,000 shares of Series A Preferred Stock (as defined and described in “Item 7.
A downward revision in the estimated fair value of a reporting unit could result in a non-cash goodwill impairment charge. For example, as a result of the impairment analysis performed during the second quarter of 2023, we determined that the carrying value of our U.S.
A downward revision in the estimated fair value of a reporting unit could result in a non-cash goodwill impairment charge. For example, in 2024 and 2023, we recorded impairment charges related to our MTA asset group and our historical Transit reporting unit. See “Item 7.
In connection with these transactions, persons holding operating partnership units (or similar securities) may have the right to vote on certain amendments to the partnership agreements of such operating partnerships, as well as on certain other matters. Unitholders with these voting rights may be able to exercise them in a manner that conflicts with the interests of our stockholders.
Unitholders with these voting rights may be able to exercise them in a manner that conflicts with the interests of our stockholders.
In addition, we may incur a 100% excise tax on transactions with a TRS if the transactions are not conducted on an arm’s-length basis. Any of these taxes would decrease cash available for distribution to holders of our common stock. Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive investments or business opportunities.
In addition, we may incur a 100% excise tax on transactions with a TRS if the transactions are not conducted on an arm’s-length basis.
Further, certain municipalities and transit franchise partners limit issue-based outdoor advertising.
In addition, state and local governments in some cases limit outdoor advertising of alcohol, which represented 3% of our total revenues from our Billboard and Transit segments in 2024, 3% in 2023 and 3% in 2022. Further, certain municipalities and transit franchise partners limit issue-based outdoor advertising.
Removed
We are also experiencing the economic effects of the current heightened levels of inflation on our income and expenses, particularly with respect to our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense.
Added
These restrictions could hinder our ability to grow in accordance with our strategy or inhibit our ability to adhere to our intended distribution policy and, accordingly, may cause us to incur additional U.S. federal income tax liability beyond current expectations.
Removed
Though we cannot reasonably estimate the full impact of the current heightened levels of inflation on our business, financial condition and results of operations at this time, a portion of these increases may be partially offset by increases in advertising rates on our displays and cost efficiencies. See “Item 7.
Added
At our level of indebtedness, as of December 31, 2024, a 1/4% change in interest rates on our variable rate Term Loan would have resulted in a $1.0 million change in annual estimated interest expense.
Removed
Our Canadian business contributed approximately $92.1 million to total revenues in 2023, approximately $91.9 million to total revenues in 2022 and approximately $78.3 million to total revenues in 2021. Inherent risks in our Canadian business activities could decrease our Canadian sales and have an adverse effect on our business, financial condition and results of operations.
Added
In addition, we will be subject to a nondeductible 4% excise tax if the amount that we actually distribute to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.
Removed
These risks include potentially unfavorable Canadian economic conditions, political conditions or national priorities, Canadian government regulation and changes in such regulation, violations of applicable anti-corruption laws or regulations, potential expropriation of assets by the Canadian government, the failure to bridge cultural differences and limited or prohibited access to our Canadian operations and the support they provide.
Added
Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive investments or business opportunities.
Removed
We may also have difficulty repatriating profits or be adversely affected by exchange rate fluctuations in our Canadian business. On October 22, 2023, we entered into the Share Purchase Agreement relating to the sale of the Canadian Business in the Transaction. See “Part I, Item 1.
Added
Our board of directors may revoke or otherwise terminate our REIT election without approval of stockholders if it determines that it is no longer in our best interests to continue to qualify as a REIT, for example, because the REIT income and/or asset test requirements limit our operational flexibility to pursue investments and business opportunities that would otherwise be advantageous.
Removed
Business—Acquisition and Disposition Activity.” Consummating the Transaction may be more difficult, costly, or time consuming for us and our management than expected and the anticipated benefits of the Transaction may not be fully realized.
Added
If we cease to qualify as a REIT, we would become subject to federal, state and local income taxes on our taxable income and would no longer be required to distribute most of our net taxable income to stockholders, which may have adverse consequences on the total return to our stockholders.
Removed
In addition, the Transaction parties may be unable to satisfy closing conditions, including necessary regulatory approval for the Transaction (or obtaining regulatory approval for the Transaction subject to conditions that are not anticipated), which could delay or cause the parties to abandon or terminate the Transaction.
Removed
See “—Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations.” If we experience a cybersecurity incident, we may suffer reputational harm and significant legal and financial exposure.
Removed
Transit and Other reporting unit exceeded its fair value and we recorded an impairment charge of $47.6 million. During the second quarter of 2023, we also performed an analysis of the carrying value of our long-lived asset groups within our U.S.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CISO is responsible for management of these cybersecurity processes, and reports to the Company’s Chief Information Officer (the “CIO”). The CISO and CIO will receive input from, and coordinate with, the Company’s Chief Privacy Officer (the “CPO”), as necessary.
Biggest changeThe CISO is responsible for management of these cybersecurity processes, and reports to the Company’s Chief Information Officer (the “CIO”), who reports to the Company’s Chief Technology Officer (the “CTO”). The CISO and CIO will receive input from, and coordinate with, the CTO and the Company’s Chief Privacy Officer (the “CPO”), as necessary.
If a cybersecurity incident is discovered, it must be reported by the CIO and the CISO to the Company’s senior management, including the Company’s Chief Financial Officer and the Company’s General Counsel for further assessment regarding scope, mitigation, remediation and disclosure obligations, as applicable.
If a cybersecurity incident is discovered, it must be reported by the CIO and the CISO to the Company’s senior management, including the CTO, the Company’s Chief Financial Officer and the Company’s General Counsel for further assessment regarding scope, mitigation, remediation and disclosure obligations, as applicable.
The audit committee of our board of directors oversees the Company’s information security and cybersecurity risks, compliance and protections, and receives quarterly cybersecurity updates from the CISO and CIO (with input from the CPO, as appropriate) and results of the Company’s incident response plan testing at least annually.
The audit committee of our board of directors oversees the Company’s information security and cybersecurity risks, compliance and protections, and receives quarterly cybersecurity updates from the CISO and CIO (with input from the CTO and the CPO, as appropriate) and results of the Company’s incident response plan testing at least annually.
Risk Factors—If we experience a cybersecurity incident, we may suffer reputational harm and significant legal and financial exposure.”
Risk Factors—If we experience a cybersecurity incident, we may suffer reputational harm and significant legal and financial exposure.” 32

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn the U.S. and Canada, we primarily lease our outdoor advertising sites, but, in a few cases, we own or hold permanent easements on our outdoor advertising sites. These lease agreements have terms varying between one month and multiple years, with an average term of 8 years, and usually provide renewal options.
Biggest changeWe primarily lease our outdoor advertising sites, but, in a few cases, we own or hold permanent easements on our outdoor advertising sites. These lease agreements have terms varying between one month and multiple years, with an average term of 8 years, and usually provide renewal options.
Item 2. Properties. Our principal executive offices, which we lease, are located at 90 Park Avenue, 9th Floor, New York, NY 10016. We and our subsidiaries also own and lease office and warehouse space throughout the U.S. and Canada. We consider our properties adequate for our present needs, and adequately covered by insurance.
Item 2. Properties. Our principal executive offices, which we lease, are located at 90 Park Avenue, 9th Floor, New York, NY 10016. We and our subsidiaries also own and lease office and warehouse space throughout the U.S. We consider our properties adequate for our present needs, and adequately covered by insurance.
Business—Our Portfolio of Outdoor Advertising Structures and Sites” and “Item 1. Business—Renovation, Improvement and Development.” 34
Business—Our Portfolio of Outdoor Advertising Structures and Sites” and “Item 1. Business—Renovation, Improvement and Development.”
Approximately 71% of our outdoor advertising site leases will expire or be subject to renewal in the next 5 years, 20% will expire or be subject to renewal in 6 to 10 years and 9% will expire or be subject to renewal in more than 10 years.
Approximately 72% of our outdoor advertising site leases will expire or be subject to renewal in the next 5 years, 18% will expire or be subject to renewal in 6 to 10 years and 10% will expire or be subject to renewal in more than 10 years.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDec. 31, 2018 Dec. 31, 2019 Dec. 31, 2020 Dec. 31, 2021 Dec. 31, 2022 Dec. 31, 2023 OUTFRONT Media Inc. $ 100.00 $ 156.78 $ 116.08 $ 160.44 $ 105.24 $ 96.83 Lamar Advertising Company 100.00 135.29 130.64 197.66 162.13 192.28 Clear Channel Outdoor Holdings, Inc. 100.00 55.11 31.79 63.78 20.23 35.07 S&P 500 100.00 131.49 155.68 200.37 164.08 207.21 S&P 500 Media Industry Index (a) 100.00 134.98 155.65 156.18 109.34 131.76 FTSE NAREIT All Equity REITs Index 100.00 128.66 122.07 172.49 129.45 144.16 (a) As of December 31, 2023, the S&P 500 Media Industry Index consists of the following companies: Charter Communications, Inc.; Comcast Corporation; Fox Corporation; Interpublic Group of Companies Inc.; News Corporation; Omnicom Group Inc; and Paramount Global.
Biggest changeDec. 31, 2019 Dec. 31, 2020 Dec. 31, 2021 Dec. 31, 2022 Dec. 31, 2023 Dec. 31, 2024 OUTFRONT Media Inc. $ 100.00 $ 74.04 $ 102.33 $ 67.12 $ 61.76 $ 86.90 Lamar Advertising Company 100.00 96.56 146.11 119.84 142.13 170.55 Clear Channel Outdoor Holdings, Inc. 100.00 57.69 115.73 36.71 63.64 47.90 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P 500 Media Industry Index (a) 100.00 115.31 115.71 81.00 97.61 90.83 FTSE NAREIT All Equity REITs Index 100.00 94.88 134.06 100.62 112.04 117.56 (a) As of December 31, 2024, the S&P 500 Media Industry Index consists of the following companies: Charter Communications, Inc.; Comcast Corporation; Fox Corporation; Interpublic Group of Companies Inc.; News Corporation; Omnicom Group Inc; and Paramount Global.
The following graph compares the cumulative total stockholder return on OUTFRONT Media Inc.’s common stock to the cumulative total return of Lamar Advertising Company, Clear Channel Outdoor Holdings, Inc., the Standard & Poor’s 500 36 Stock Index (“S&P 500”), the S&P 500 Media Industry Index, and the FTSE National Association of Real Estate Investment Trusts (“NAREIT”) All Equity REITs Index.
The following graph compares the cumulative total stockholder return on OUTFRONT Media Inc.’s common stock to the cumulative total return of Lamar Advertising Company, Clear Channel Outdoor Holdings, Inc., the Standard & Poor’s 500 34 Stock Index (“S&P 500”), the S&P 500 Media Industry Index, and the FTSE National Association of Real Estate Investment Trusts (“NAREIT”) All Equity REITs Index.
The performance graph assumes $100 invested on December 31, 2018, in OUTFRONT Media Inc.’s common stock, Lamar Advertising Company’s common stock, Clear Channel Outdoor Holdings, Inc.’s common stock, the S&P 500, the S&P 500 Media Industry Index, and the FTSE NAREIT All Equity REITs Index, including the reinvestment of dividends, through the calendar year ended December 31, 2023.
The performance graph assumes $100 invested on December 31, 2018, in OUTFRONT Media Inc.’s common stock, Lamar Advertising Company’s common stock, Clear Channel Outdoor Holdings, Inc.’s common stock, the S&P 500, the S&P 500 Media Industry Index, and the FTSE NAREIT All Equity REITs Index, including the reinvestment of dividends, through the calendar year ended December 31, 2024.
Holders As of February 21, 2024, we had 149 holders of record of our common stock. Dividend Policy To maintain REIT status, we must annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains.
Holders As of February 27, 2025, we had 136 holders of record of our common stock. Dividend Policy To maintain REIT status, we must annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains.
Approximately 84.3% of the dividends we distributed in 2023 should be considered ordinary income by our stockholders for tax purposes, approximately 6.9% should be considered a capital gain, and approximately 8.8% should be considered a return of capital. The capital gain distribution is subject to certain recapture provisions for both individual and corporate shareholders.
Approximately 70.3% of the dividends we distributed in 2024 should be considered ordinary income by our stockholders for tax purposes, approximately 29.2% should be considered a capital gain, and approximately 0.5% should be considered a return of capital. The capital gain distribution is subject to certain recapture provisions for both individual and corporate stockholders.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeMedia Year Ended December 31, % Change (in millions, except percentages) 2023 2022 Revenues: Billboard $ 1,369.7 $ 1,308.8 5 % Transit and other 352.6 365.1 (3) Total revenues $ 1,722.3 $ 1,673.9 3 Organic revenues (a) : Billboard $ 1,354.5 $ 1,297.8 4 Transit and other 352.6 365.1 (3) Total organic revenues (a) 1,707.1 1,662.9 3 Non-organic revenues: Billboard 15.2 11.0 38 Transit and other — — * Total non-organic revenues 15.2 11.0 38 Total revenues 1,722.3 1,673.9 3 Operating expenses (915.4) (856.4) 7 SG&A expenses (327.5) (316.3) 4 Adjusted OIBDA $ 479.4 $ 501.2 (4) Adjusted OIBDA margin 28 % 30 % Operating income (loss) $ (189.9) $ 363.0 (152) Net (gain) loss on dispositions (14.2) 0.2 * Impairment charges 534.7 — * Depreciation and amortization 148.8 138.0 8 Adjusted OIBDA $ 479.4 $ 501.2 (4) New York metropolitan area revenues as a percentage of U.S.
Biggest changeBillboard segment Adjusted OIBDA margin was 36.9% in 2024 and 36.5% in 2023. 46 2023 vs 2022 Year Ended December 31, % Change (in millions, except percentages) 2023 2022 Operating income $ 382.2 $ 377.0 1 % Net gain on dispositions (14.2) (0.1) * Depreciation 65.6 59.2 11 Amortization 67.0 56.1 19 Adjusted OIBDA $ 500.6 $ 492.2 2 Revenues $ 1,369.7 $ 1,308.8 5 Organic revenues (a) $ 1,354.5 $ 1,297.8 4 Non-organic revenues 15.2 11.0 38 Total revenues 1,369.7 1,308.8 5 Operating expenses: Billboard property lease (477.3) (436.1) 9 Posting, maintenance and other (134.9) (132.5) 2 Total operating expenses (612.2) (568.6) 8 SG&A expenses (256.9) (248.0) 4 Adjusted OIBDA $ 500.6 $ 492.2 2 Adjusted OIBDA margin 36.5 % 37.6 % New York metropolitan area revenues as a percentage of Billboard segment revenues 10 % 10 % Los Angeles metropolitan area revenues as a percentage of Billboard segment revenues 16 % 17 % * Calculation is not meaningful.
We assess the recoverability of the MTA contract on an as-needed basis and apply significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, product demand, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule.
We assess the recoverability of the MTA contract on an as-needed basis and apply significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of 59 the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, product demand, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule.
The significant assumptions we use to determine the useful lives and fair values of long-lived assets include contractual commitments, regulatory requirements, future expected cash flows and industry growth rates, as well as future salvage values. We test for long-lived asset impairment whenever there is an indication that the carrying amount of the asset group may not be recoverable.
The significant assumptions we use to determine the useful lives and fair values of long-lived assets include contractual commitments, regulatory requirements, future expected cash flows and industry growth rates, as well as future salvage values. 61 We test for long-lived asset impairment whenever there is an indication that the carrying amount of the asset group may not be recoverable.
Analysis of Results of Operations Revenues We derive Revenues primarily from providing advertising space to customers on our advertising structures and sites. Our 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.
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.
The costs that are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and any guaranteed minimum annual payment is expensed over the contract term. Posting, maintenance and other site-related expenses . These expenses primarily reflect costs associated with posting and rotation, materials, repairs and maintenance, utilities and property taxes.
The costs that are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and any guaranteed minimum annual payment is expensed over the contract term. 40 Posting, maintenance and other site-related expenses . These expenses primarily reflect costs associated with posting and rotation, materials, repairs and maintenance, utilities and property taxes.
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.
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 43 OUTFRONT Media Inc., and revenues, the most directly comparable GAAP financial measures, as indicators of operating performance.
Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. and Canada.
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.
We then reviewed our MTA long-lived asset group to determine if there was a triggering event for impairment, noting that we were projecting negative aggregate cash flows of approximately $50.0 million through the remainder of the Amended Term of the MTA Agreement.
We then reviewed our MTA long-lived asset group to determine if there was a triggering event for impairment, noting that we were then projecting negative aggregate undiscounted cash flows of approximately $50.0 million through the remainder of the Amended Term of the MTA Agreement.
Our management believes 45 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 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.
(a) Organic revenues exclude the impact of foreign currency exchange rates (“non-organic revenues”). Total Other revenues increased $0.1 million in 2023 compared to 2022, primarily driven by an increase in average revenue per display (yield), partially offset by the impact of foreign currency exchange rates. In 2022, non-organic revenues reflect the impact of foreign currency exchange rates.
(a) Organic revenues exclude the impact of foreign currency exchange rates (“non-organic revenues”). Other revenues increased $0.1 million in 2023 compared to 2022, primarily driven by an increase in average revenue per display (yield), partially offset by the impact of foreign currency exchange rates. In 2022, non-organic revenues reflect the impact of foreign currency exchange rates.
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 2023.
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 2024.
The Net gain on dispositions in 2023 was primarily related to the sale of three parcels of land and the related structures in Los Angeles, California, (see Item 8., Note 12. Acquisitions and Dispositions : Dispositions : Los Angeles Office and Operations Center to the Consolidated Financial Statements) and in St. Louis, Missouri.
The Net gain on dispositions in 2023 was primarily related to the sale of three parcels of land and the related structures in Los Angeles, California, (see Item 8., Note 13. Acquisitions and Dispositions : Dispositions : Los Angeles Office and Operations Center to the Consolidated Financial Statements) and in St. Louis, Missouri.
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. Guaranteed minimum annual payments are generally paid monthly. (See Item 8., Note 17.
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. Guaranteed minimum annual payments are generally paid monthly. (See Item 8., Note 18.
In addition, AFFO excludes 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 non-controlling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.
In addition, AFFO excludes 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.
As of December 31, 2023, we have issued surety bonds in favor of 53 the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.
As of December 31, 2024, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to 53 change as equipment installations are completed and revenues are generated.
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 non-controlling interests, as well as the related income tax effect of adjustments, as applicable.
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.
Loss on Extinguishment of Debt In 2023, we recorded a loss on extinguishment of debt of $8.1 million relating to the redemption of all of our outstanding 6.250% Senior Unsecured Notes due 2025 (the “2025 Notes”) in the fourth quarter of 2023.
In 2023, we recorded a Loss on extinguishment of debt of $8.1 million relating to the redemption of all of our outstanding 6.250% Senior Unsecured Notes due 2025 in the fourth quarter of 2023.
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 by time of day and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs.
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.
We consider the following accounting policies 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. For a 59 summary of our significant accounting policies, see Item 8., Note 2.
We consider the following accounting policies 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. For a summary of our significant accounting policies, see Item 8., Note 2. Summary of Significant Accounting Policies to the Consolidated Financial Statements.
Media segment increased $60.9 million, or 5%, in 2023 compared to 2022, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, the impact of new and lost billboards in the period, including acquisitions, and higher proceeds from condemnations. Organic billboard revenues in the U.S.
Billboard segment revenues increased $60.9 million, or 5%, in 2023 compared to 2022, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, the impact of new and lost billboards in the period, including acquisitions, and higher proceeds from condemnations.
All future deployment costs spending will be recorded as Intangible assets rather than as Prepaid MTA equipment deployment costs until such time as we project to recoup spending from transit franchise fees that would otherwise be payable to the MTA, which we currently do not expect throughout the remainder of the Amended Term of the MTA Agreement.
Since that time, all future deployment costs spending have and will continue to be recorded as Intangible assets rather than as Prepaid MTA equipment deployment costs until such time as we project to recoup spending from transit franchise fees that would otherwise be payable to the MTA, which we currently do not expect throughout the remainder of the Amended Term of the MTA Agreement.
We performed a sensitivity analysis on our MTA transit revenue assumptions, noting that a change in our annual revenue growth rate of 1% between 2024 and 2030, holding all other assumptions constant except for variable sales compensation, would result in an approximately $70.0 million aggregate change in estimated cash flows.
We performed a sensitivity analysis on our MTA transit revenue assumptions, noting that a change in our annual revenue growth rate of 1% between 2025 and 2030, holding all other assumptions constant except for variable sales compensation, would result in an approximately $50.0 million aggregate change in estimated cash flows.
Benefit (Provision) for Income Taxes Provision for income taxes decreased $5.4 million, or 57%, in 2023 compared to 2022, due primarily to a valuation allowance against our U.S. taxable REIT subsidiary (“TRS”) accumulated deferred tax assets in 2022. The effective income tax rate was 0.9% for 2023 and 6.0% for 2022.
Provision for income taxes decreased $5.4 million, or 57%, in 2023 compared to 2022, due primarily to 42 a valuation allowance against our U.S. taxable REIT subsidiary (“TRS”) accumulated deferred tax assets in 2022. The effective income tax rate was 4.1% for 2024, 0.9% for 2023 and 6.0% for 2022.
By the end of the first half of 2023, it was determined that our MTA transit revenue recovery had stalled since our MTA transit revenue did not meet our revenue expectations, and as of June 30, 2023, our revenue pacing and outlook for the remainder of 2023 reflected a continued decline in MTA transit revenues as compared to our 2023 forecast due to the underperformance across the MTA transit system.
In 2023, it was determined that our MTA transit revenue recovery had stalled since our MTA transit revenue did not meet our revenue expectations, and as of June 30, 2023, our revenue pacing and outlook for the remainder of 2023 reflected a continued decline in MTA transit revenues as compared to our 2023 forecast due to the underperformance across the MTA transit system.
As a result of the reduced revenue forecast and reduced time remaining on the Amended Term of the MTA Agreement, we currently do not expect to recoup any Prepaid MTA equipment deployment costs throughout the remainder of the Amended Term of the MTA Agreement.
As a result of the reduced revenue forecast and reduced time remaining on the Amended Term of the MTA Agreement, we did not expect to recoup any Prepaid MTA equipment deployment costs throughout the remainder of the Amended Term of the MTA Agreement.
Transit and other revenues in the U.S. Media segment decreased $12.5 million, or 3%, in 2023 compared to 2022, driven by a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily 49 impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.
Transit segment revenues decreased $12.5 million, or 3%, in 2023 compared to 2022, driven by a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.
Actual results may differ from our assumptions. 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 the fair values of our reporting units, which could result in additional impairment charges in the future.
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 the fair values of our reporting units, which could result in additional impairment charges in the future.
The increase was due primarily to the timing of Canadian estimated income tax payments. 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.
The increase was due primarily to income tax payments related to the Transaction. 58 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.
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 $50.0 million in 2024.
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.
Interest on the Term Loan is variable. For illustrative purposes, we are assuming an interest rate of 7.1% for all years, which reflects the interest rate as of December 31, 2023. An increase or decrease of 1/4% in the interest rate will change the annual interest expense by $1.5 million. (See Item 8., Note 8.
Interest on the Term Loan is variable. For illustrative purposes, we are assuming an interest rate of 6.1% for all years, which reflects the interest rate as of December 31, 2024. An increase or decrease of 1/4% in the interest rate will change the annual interest expense by $1.0 million. (See Item 8., Note 8.
MTA Agreement Under the current MTA Agreement, which is subject to modification as agreed-upon by us and the MTA, we are obligated to 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.
MTA Agreement Under the current MTA Agreement, which is subject to modification as agreed-upon by us and the MTA, we are obligated to 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.
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.”) and Canada. We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International.
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 .
The total fees under the letter of credit facilities in 2023, 2022 and 2021 were immaterial. Accounts Receivable Securitization Facilities As of December 31, 2023, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended.
The total fees under the letter of credit facilities in 2024, 2023 and 2022 were immaterial. Accounts Receivable Securitization Facilities As of December 31, 2024, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.
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 December 31, 2023, there were $65.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.5%.
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 December 31, 2024, there were $10.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.9%.
Commitments and Contingencies to the Consolidated Financial Statements.) Total future minimum payments for rental payments under operating leases for billboard sites, office space and equipment of $2,323.0 million include $2,192.1 million for our billboard sites. (See Item 8., Note 5. Leases to the Consolidated Financial Statements.) As of December 31, 2023, we had long-term debt of approximately $2.7 billion.
Commitments and Contingencies to the Consolidated Financial Statements.) Total future minimum payments for rental payments under operating leases for billboard sites, office space and equipment of $2,210.5 million include $1,424.5 million for our billboard sites. (See Item 8., Note 5. Leases to the Consolidated Financial Statements.) As of December 31, 2024, we had long-term debt of approximately $2.5 billion.
As of December 31, 2023, we had issued letters of credit totaling approximately $6.5 million against the letter of credit facility sublimit under the Revolving Credit Facility. Standalone Letter of Credit Facilities As of December 31, 2023, we had issued letters of credit totaling approximately $75.6 million under our aggregate $81.0 million standalone letter of credit facilities.
As of December 31, 2024, we had issued letters of credit totaling approximately $5.5 million against the letter of credit facility sublimit under the Revolving Credit Facility. Standalone Letter of Credit Facilities As of December 31, 2024, we had issued letters of credit totaling approximately $65.0 million under our aggregate $81.0 million standalone letter of credit facilities.
Our billboard property lease expenses and transit franchise expenses have been less impacted by the current heightened levels of 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 near-term.
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 the current heightened levels of inflation on our business, financial condition and results of operations at this time, a portion of these increases may be partially offset by increases in advertising rates on our displays and cost efficiencies.
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.
As of December 31, 2023, 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 $1.7 million in 2023, $1.6 million in 2022 and $1.8 million in 2021.
As of December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility. 55 The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $2.0 million in 2024, $1.7 million in 2023 and $1.6 million in 2022.
Deferred Financing Costs As of December 31, 2023, we had deferred $27.4 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.
Deferred Financing Costs As of December 31, 2024, we had deferred $21.0 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.
As of December 31, 2023, borrowing capacity remaining under the AR Facility was $85.0 million based on approximately $316.0 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.
As of December 31, 2024, borrowing capacity remaining under the AR Facility was $140.0 million based on approximately $345.3 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.
We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years. However, given the current heightened levels of inflation and related economic environment, we cannot reasonably estimate the aggregate financing amount, if any, at this time.
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.
Although we have taken several actions to date to preserve our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the current heightened levels of inflation and related economic environment if cash on hand and operating cash flows decrease in 2024, and our ability to issue debt and 52 equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.
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 52 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.
Corporate expenses increased $2.1 million in 2023 compared to 2022, 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, partially offset by lower compensation-related expenses. 51 Liquidity and Capital Resources As of December 31, % (in millions, except percentages) 2023 2022 Change Assets: Cash and cash equivalents $ 36.0 $ 40.4 (11) % Receivables, less allowances of $17.2 in 2023 and $20.2 in 2022 287.6 315.5 (9) Prepaid lease and transit franchise costs 4.5 9.1 (51) Other prepaid expenses 19.2 19.8 (3) Assets held for sale 34.6 — * Other current assets 15.7 5.6 180 Total current assets 397.6 390.4 2 Liabilities: Accounts payable 55.5 65.4 (15) Accrued compensation 41.4 68.0 (39) Accrued interest 34.2 31.1 10 Accrued lease and franchise costs 80.0 64.9 23 Other accrued expenses 56.2 47.6 18 Deferred revenues 37.7 35.3 7 Short-term debt 65.0 30.0 117 Short-term operating lease liabilities 180.9 188.1 (4) Liabilities held for sale 24.1 — * Other current liabilities 18.0 21.2 (15) Total current liabilities 593.0 551.6 8 Working capital $ (195.4) $ (161.2) 21 * Calculation is not meaningful.
Corporate expenses increased $2.1 million in 2023 compared to 2022, 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, partially offset by lower compensation-related expenses. 51 Liquidity and Capital Resources As of December 31, % (in millions, except percentages) 2024 2023 Change Assets: Cash and cash equivalents $ 46.9 $ 36.0 30 % Receivables, less allowances of $20.6 in 2024 and $17.2 in 2023 305.3 287.6 6 Prepaid lease and transit franchise costs 4.0 4.5 (11) Other prepaid expenses 17.8 19.2 (7) Assets held for sale — 34.6 * Other current assets 11.8 15.7 (25) Total current assets 385.8 397.6 (3) Liabilities: Accounts payable 51.4 55.5 (7) Accrued compensation 56.7 41.4 37 Accrued interest 34.5 34.2 1 Accrued lease and franchise costs 82.8 80.0 4 Other accrued expenses 54.3 56.2 (3) Deferred revenues 42.8 37.7 14 Short-term debt 10.0 65.0 (85) Short-term operating lease liabilities 168.7 180.9 (7) Liabilities held for sale — 24.1 * Other current liabilities 19.6 18.0 9 Total current liabilities 520.8 593.0 (12) Working capital $ (135.0) $ (195.4) (31) * Calculation is not meaningful.
As indicated in the table below, we incurred $43.7 million related to MTA equipment deployment costs in 2023 (which includes equipment deployment costs related to future deployments), for a total of $579.6 million to date, of which $33.9 million had been recouped from incremental revenues to date.
As indicated in the table below, we incurred $29.3 million related to MTA equipment deployment costs in 2024 (which includes equipment deployment costs related to future deployments), for a total of $608.9 million to date, of which $33.9 million had been recouped from incremental revenues to date.
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 December 31, 2024, our Consolidated Total Leverage Ratio was 4.8 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement. 56 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.
The increase in Interest expense, net, in 2023 compared to 2022, was primarily due to higher interest rates and a higher average debt balance.
The decrease in Interest expense, net, in 2024 compared to 2023, was primarily due to a lower average debt balance, partially offset by higher interest rates. The increase in Interest expense, net, in 2023 compared to 2022, was primarily due to higher interest rates and a higher average debt balance.
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.
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.
These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies.
Organic revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.
Long-Lived Assets to the Consolidated Financial Statements.) (in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization/Impairment Reclassification Ending Balance Year Ended December 31, 2023: Prepaid MTA equipment deployment costs $ 363.2 $ 21.8 $ — $ — $ (385.0) $ — Other current assets 1.6 (0.4) (0.1) — — 1.1 Intangible assets (franchise agreements) 62.0 22.3 — (469.3) 385.0 — Total $ 426.8 $ 43.7 $ (0.1) $ (469.3) $ — $ 1.1 Year Ended December 31, 2022: Prepaid MTA equipment deployment costs $ 279.8 $ 83.4 $ — $ — $ — $ 363.2 Other current assets 5.2 0.1 (3.7) — — 1.6 Intangible assets (franchise agreements) 63.0 5.4 — (6.4) — 62.0 Total $ 348.0 $ 88.9 $ (3.7) $ (6.4) $ — $ 426.8 On February 21, 2024, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock, payable on March 28, 2024, to stockholders of record at the close of business on March 1, 2024. 54 Debt Debt, net, consists of the following: As of December 31, (in millions, except percentages) 2023 2022 Short-term debt: AR Facility $ 65.0 $ 30.0 Total short-term debt 65.0 30.0 Long-term debt: Term loan, due 2026 $ 598.9 $ 598.6 Senior secured notes: 7.375% senior secured notes, due 2031 450.0 — Senior unsecured notes: 6.250% senior unsecured notes, due 2025 — 400.0 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 2,050.0 Debt issuance costs (22.4) (22.6) Total long-term debt, net 2,676.5 2,626.0 Total debt, net $ 2,741.5 $ 2,656.0 Weighted average cost of debt 5.7 % 5.2 % Payments Due by Period (in millions) Total 2024 2025-2026 2027-2028 2029 and thereafter Long-term debt $ 2,700.0 $ — $ 600.0 $ 650.0 $ 1,450.0 Interest 723.2 157.4 258.2 187.6 $ 120.0 Total $ 3,423.2 $ 157.4 $ 858.2 $ 837.6 $ 1,570.0 Term Loan The interest rate on the term loan due in 2026 (the “Term Loan”) was 7.1% per annum as of December 31, 2023.
(in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization/Impairment Reclassification Ending Balance Year Ended December 31, 2024: Other current assets $ 1.1 $ — $ — $ — $ — $ 1.1 Intangible assets (franchise agreements) — 29.3 — (18.5) — 10.8 Total $ 1.1 $ 29.3 $ — $ (18.5) $ — $ 11.9 Year Ended December 31, 2023: Prepaid MTA equipment deployment costs $ 363.2 $ 21.8 $ — $ — $ (385.0) $ — Other current assets 1.6 (0.4) (0.1) — — 1.1 Intangible assets (franchise agreements) 62.0 22.3 — (469.3) 385.0 — Total $ 426.8 $ 43.7 $ (0.1) $ (469.3) $ — $ 1.1 On February 25, 2025, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock, payable on March 31, 2025, to stockholders of record at the close of business on March 7, 2025. 54 Debt Debt, net, consists of the following: As of December 31, (in millions, except percentages) 2024 2023 Short-term debt: AR Facility $ 10.0 $ 65.0 Total short-term debt 10.0 65.0 Long-term debt: Term loan, due 2026 $ 399.5 $ 598.9 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 (17.0) (22.4) Total long-term debt, net 2,482.5 2,676.5 Total debt, net $ 2,492.5 $ 2,741.5 Weighted average cost of debt 5.4 % 5.7 % 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 582.6 143.3 241.7 144.5 $ 53.1 Total $ 3,082.6 $ 143.3 $ 1,291.7 $ 644.5 $ 1,003.1 Term Loan The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.1% per annum as of December 31, 2024.
Posting, maintenance and other expenses increased $1.7 million, or 1%, in 2023 compared to 2022, primarily due to higher compensation-related expenses and higher maintenance and utilities cost, driven by inflationary cost increases in 2023, partially offset by lower posting and rotation costs. Selling, General and Administrative Expenses (“SG&A”) SG&A expenses represented 24% of Revenues in 2023 and 24% in 2022.
Posting, maintenance and other expenses increased $1.7 million, or 1%, in 2023 compared to 2022, primarily due to higher compensation-related expenses and higher maintenance and utilities cost, driven by inflationary cost increases in 2023, partially offset by lower posting and rotation costs.
Transit and Other reporting unit did not meet revenue expectations, and as of June 30, 2023, our pacing and outlook for the remainder of 2023 reflected a continued decline in transit revenues as compared to our 2023 forecast due to the underperformance across our transit business, including the MTA transit system.
During the first half of 2023, it was determined that our transit revenue recovery had stalled since our historical Transit reporting unit did not meet revenue expectations, and as of June 30, 2023, our pacing and outlook for the remainder of 2023 reflected a continued decline in transit revenues as compared to our 2023 forecast due to the underperformance across our transit business, including the MTA transit system.
Year Ended December 31, % (in millions, except percentages) 2023 2022 Change Net cash flow provided by operating activities $ 254.2 $ 254.1 — % Net cash flow used for investing activities (107.5) (449.5) (76) Net cash flow used for financing activities (151.5) (188.0) (19) Effect of exchange rate changes on cash and cash equivalents 0.4 (1.0) * Net decrease to cash, cash equivalents and restricted cash $ (4.4) $ (384.4) (99) * Calculation is not meaningful.
Year Ended December 31, % (in millions, except percentages) 2024 2023 Change Net cash flow provided by operating activities $ 299.2 $ 254.2 18 % Net cash flow provided by (used for) investing activities 207.5 (107.5) * Net cash flow used for financing activities (495.4) (151.5) * Effect of exchange rate changes on cash and cash equivalents (0.4) 0.4 * Net increase (decrease) to cash, cash equivalents and restricted cash $ 10.9 $ (4.4) * * Calculation is not meaningful.
(See the “Key Performance Indicators” section of this MD&A and Item 8., Note 18. Segment Information to the Consolidated Financial Statements.) We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International.
(See the “Key Performance Indicators” section of this MD&A and Item 8., Note 19. Segment Information to the Consolidated Financial Statements.) We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .
Year Ended December 31, (in millions) 2023 2022 Total revenues $ 1,820.6 $ 1,772.1 Operating income (loss) $ (258.4) $ 287.7 Net (gain) loss on dispositions (14.2) 0.2 Impairment charges 534.7 — Depreciation 79.3 77.4 Amortization 81.2 73.3 Stock-based compensation 28.4 33.8 Adjusted OIBDA $ 451.0 $ 472.4 Adjusted OIBDA margin 25 % 27 % Net (loss) income attributable to OUTFRONT Media Inc. $ (430.4) $ 147.9 Depreciation of billboard advertising structures 60.2 56.1 Amortization of real estate-related intangible assets 71.1 62.8 Amortization of direct lease acquisition costs (a) 55.4 58.5 Net (gain) loss on disposition of real estate assets (14.2) 0.2 Impairment charges (b) 388.2 — Adjustment related to non-controlling interests (0.3) (0.3) FFO attributable to OUTFRONT Media Inc. 130.0 325.2 Non-cash portion of income taxes (2.7) 6.1 Cash paid for direct lease acquisition costs (a) (58.2) (57.3) Maintenance capital expenditures (30.2) (25.5) Other depreciation 19.1 21.3 Other amortization 10.1 10.5 Impairment charges on non-real estate assets (b)(c) 146.5 — Stock-based compensation 28.4 33.8 Non-cash effect of straight-line rent 9.7 (12.1) Accretion expense 3.1 2.8 Amortization of deferred financing costs 6.7 6.5 Loss on extinguishment of debt 8.1 — AFFO attributable to OUTFRONT Media Inc. $ 270.6 $ 311.3 (a) Variable commissions directly associated with billboard revenues.
Year Ended December 31, (in millions) 2024 2023 Total revenues $ 1,830.9 $ 1,820.6 Operating income (loss) 425.5 (253.2) Net gain on dispositions (160.9) (14.2) Impairment charges 17.9 534.7 Depreciation 79.5 79.3 Amortization 72.0 81.2 Stock-based compensation 30.8 28.4 Adjusted OIBDA $ 464.8 $ 456.2 Adjusted OIBDA margin 25.4 % 25.1 % Net income (loss) attributable to OUTFRONT Media Inc. $ 258.2 $ (425.2) Depreciation of billboard advertising structures 59.5 60.2 Amortization of real estate-related intangible assets 65.5 71.1 Amortization of direct lease acquisition costs (a) 58.4 55.4 Net gain on disposition of real estate assets (160.9) (14.2) Impairment charges (b) 13.1 388.2 Adjustment related to redeemable and non-redeemable noncontrolling interests (0.3) (0.3) Income tax effect of adjustments (c) 10.1 — FFO attributable to OUTFRONT Media Inc. 303.6 135.2 Non-cash portion of income taxes (0.5) (2.7) Cash paid for direct lease acquisition costs (a) (56.9) (58.2) Maintenance capital expenditures (21.7) (30.2) Other depreciation 20.0 19.1 Other amortization 6.5 10.1 Impairment charges on non-real estate assets (b) 4.8 146.5 Stock-based compensation 30.8 28.4 Non-cash effect of straight-line rent 10.7 9.7 Accretion expense 2.9 3.1 Amortization of deferred financing costs 6.1 6.7 Loss on extinguishment of debt 1.2 8.1 AFFO attributable to OUTFRONT Media Inc. $ 307.5 $ 275.8 (a) Variable commissions directly associated with billboard revenues.
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.
In total, we have displays in all of the 25 largest markets in the U.S. and approximately 120 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.
As of December 31, 2023, our Consolidated Net Secured Leverage Ratio was 2.0 to 1.0 in accordance with the Credit Agreement. As of December 31, 2023, we are in compliance with our debt covenants.
As of December 31, 2024, our Consolidated Net Secured Leverage Ratio was 1.5 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement. As of December 31, 2024, we are in compliance with our debt covenants.
Net Income (Loss) Net loss before allocation to non-controlling interests was $429.7 million in 2023 compared to Net income before allocation to non-controlling interests of $149.1 million in 2022, driven by lower operating income, due primarily to impairment charges, and higher interest expense.
Net loss before allocation to redeemable and non-redeemable noncontrolling interests was $424.5 million in 2023 compared to Net income before allocation to redeemable and non-redeemable noncontrolling interests of $143.9 million in 2022, driven by lower operating income, due primarily to impairment charges and higher interest expense.
Depreciation Depreciation increased $1.9 million, or 2%, in 2023 compared to 2022, primarily due to capital expenditures and acquisitions in 2022, partially offset by an increase in fully-depreciated assets.
Depreciation increased $1.9 million, or 2%, in 2023 compared to 2022, primarily due to capital expenditures and acquisitions in 2022, partially offset by an increase in fully-depreciated assets. Amortization Amortization decreased $9.2 million, or 11%, in 2024 compared to 2023, due primarily to the impact of the Transaction (see Note 13.
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. In 2023, no shares of our common stock were sold under the ATM Program.
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. In 2024, no shares of our common stock were sold under the ATM Program. As of December 31, 2024, we had approximately $232.5 million of capacity remaining under the ATM Program.
We continue to evaluate methods to lower SG&A expense growth. Net (Gain) Loss on Dispositions Net gain on dispositions was $14.2 million in 2023 compared to a Net loss on dispositions of $0.2 million in 2022.
We continue to evaluate methods to lower SG&A expense growth. 41 Net (Gain) Loss on Dispositions Net gain on dispositions increased by $146.7 million in 2024 compared to 2023, primarily due to the impact of the Transaction. Net gain on dispositions was $14.2 million in 2023 compared to a Net loss on dispositions of $0.2 million in 2022.
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.
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.
Amortization Amortization increased $7.9 million, or 11%, in 2023 compared to 2022, due primarily to higher amortization of leasehold interest intangibles recorded related to asset acquisitions, partially offset by lower amortization related to franchise agreements associated with the MTA. 44 Interest Expense Interest expense, net, was $158.4 million (including $6.7 million of deferred financing costs) in 2023 and $131.8 million (including $6.5 million of deferred financing costs) in 2022.
Amortization increased $7.9 million, or 11%, in 2023 compared to 2022, due primarily to higher amortization of leasehold interest intangibles recorded related to asset acquisitions, partially offset by lower amortization related to franchise agreements associated with the MTA.
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.
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.
In 2023, drew $35.0 million of net borrowings under the AR Facility, received net proceeds of $50.0 million related to the offering of the 2031 Notes and the redemption of the 2025 Notes, and paid total cash dividends of $207.0 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, as well as deferred financing costs related to the offering of the 2031 Notes and payment of debt extinguishment charges related to the redemption of the 2025 Notes.
In 2023, we drew $35.0 million of net borrowings on the AR Facility, received net proceeds of $50.0 million related to the offering of the 7.375% Senior Secured Notes due 2031 and the redemption of the 6.250% Senior Unsecured Notes due 2025, and paid total cash dividends of $207.0 million on our common stock, the Series A Preferred Stock, and vested restricted share units granted to employees.
The commitment fee based on the amount of unused commitments under the AR Facility was $0.2 million in 2023, $0.3 million in 2022 and immaterial in 2021.
The commitment fee based on the amount of unused commitments under the AR Facility was $0.3 million in 2024, $0.2 million in 2023 and $0.3 million in 2022. In January 2025, we made a repayment of $10.0 million under the AR Facility.
Transit and Other reporting unit exceeded its fair value and we recorded an impairment charge of $47.6 million in the Consolidated Statements of Operations, representing the entire goodwill balance associated with the reporting unit. In the fourth quarter of 2023, we performed a qualitative assessment on our U.S.
As a result of the impairment analysis performed during the second quarter of 2023, we determined that the carrying value of our historical Transit reporting unit exceeded its fair value and we recorded an impairment charge of $47.6 million in the Consolidated Statements of Operations, representing the entire goodwill balance associated with the reporting unit.
Year Ended December 31, % Change (in millions, except percentages) 2023 2022 Operating expenses: Billboard property lease $ 504.9 $ 454.7 11 % Transit franchise 240.3 235.3 2 Posting, maintenance and other 223.1 221.4 1 Total operating expenses $ 968.3 $ 911.4 6 Billboard property lease expenses represented 35% of billboard revenues in 2023 and 33% in 2022.
Year Ended December 31, % Change (in millions, except percentages) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Operating expenses: Billboard property lease $ 482.8 $ 499.7 $ 459.9 (3) % 9 % Transit franchise 238.1 240.3 235.3 (1) 2 Posting, maintenance and other 228.1 223.1 221.4 2 1 Total operating expenses $ 949.0 $ 963.1 $ 916.6 (1) 5 Billboard property lease expenses represented 34% of total billboard revenues in 2024, 35% in 2023 and 33% in 2022.
The increase in billboard property lease expenses as a percentage of billboard revenues in 2023 compared to 2022 is primarily due to an increase in variable billboard property lease expenses (see Item 8., Note 5.
Leases to the Consolidated Financial Statements) and the impact of new and lost locations, including through acquisitions. The increase in billboard property lease expenses as a percentage of total billboard revenues in 2023 compared to 2022 is primarily due to an increase in variable billboard property lease expenses (see Item 8., Note 5.
After 2024, 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.
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 .
As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, we recorded additional impairment charges of $12.1 million in the third quarter of 2023 and $11.0 million in the fourth quarter of 2023, representing additional MTA equipment deployment cost spending during the quarters.
As a result of our expectation of negative aggregate undiscounted cash flows related to the MTA in 2023, we recorded additional impairment charges of $12.1 million in the third quarter of 2023 and $11.0 million in the fourth quarter of 2023, for a total impairment charge related to the MTA asset group of $466.2 million during the year ended December 31, 2023.
Acquisitions and Dispositions : Disposition : Canadian Business to the Consolidated Financial Statements.) 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, heightened levels of inflation, pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), 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), as described in this MD&A.
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.
We believe revenues generated on our network of digital transit displays will be 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.
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.
Media segment increased $11.2 million, or 4%, in 2023 compared to 2022, primarily driven by higher professional fees, higher insurance costs, higher rent related to new offices, a higher provision for doubtful accounts and higher compensation-related expenses. In 2023, we recorded impairment charges of $534.7 million in the U.S.
SG&A expenses in the Billboard segment increased $8.9 million, or 4%, in 2023 compared to 2022, primarily driven by higher insurance costs, higher compensation-related expenses, higher rent related to new offices, higher professional fees and a higher provision for doubtful accounts. Billboard segment Adjusted OIBDA increased $8.4 million, or 2%, in 2023 compared to 2022.
We generated approximately 42% in 2023 and 44% in 2022 of our U.S. Media segment revenues from national advertising campaigns. In 2023 and 2022, non-organic revenues reflect the impact of a significant acquisition. Billboard revenues in the U.S.
We generated approximately 40% in each of 2023 and 2022 of our Billboard segment revenues from national advertising campaigns. In 2023 and 2022, non-organic revenues reflect the impact of a significant acquisition. Billboard segment property lease expenses represented 35% of Billboard segment revenues in 2023 and 33% in 2022.
As of December 31, 2023, 19,697 digital displays had been installed, composed of 5,121 digital advertising screens on subway and train platforms and entrances, 9,674 smaller-format digital advertising screens on rolling stock and 4,902 MTA communications displays. In the fourth quarter of 2023, 911 installations occurred, for a total of 5,544 installations occurring in 2023.
As of December 31, 2024, 26,245 digital displays had been installed, composed of 5,010 digital advertising screens on subway and train platforms and entrances, 15,224 smaller-format digital advertising screens on rolling stock and 6,011 MTA communications displays. In the fourth quarter of 2024, 900 installations occurred, for a total of 6,548 installations occurring in 2024.
Billboard and Canadian reporting units as the estimated fair value of those reporting units substantially exceeded carrying value and there were no factors indicating that it was more likely than not that those reporting units were impaired.
In the fourth quarter of 2024, we performed a qualitative assessment on our Billboard reporting unit as the estimated fair value of the reporting unit substantially exceeded carrying value and there were no factors indicating that it was more likely than not that the reporting unit was impaired.
The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations. 55 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”).
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”).
These sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on one or more of our operating segments, especially our U.S. Transit operating segment. We rely on third parties to manufacture and transport our digital displays.
These 36 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.
As of December 31, 2023, the goodwill balances associated with the U.S. billboard reporting unit was $2,006.4 million and $22.9 million related to the Canada reporting unit was included in Assets Held for Sale on the Consolidated Statements of Financial Position. The assumptions and estimates included in our analysis require significant judgment about future events, market conditions and financial performance.
As of December 31, 2024, the goodwill balances associated with the Billboard reporting unit was $2.0 billion on the Consolidated Statements of Financial Position. The assumptions and estimates included in our analysis require significant judgment about future events, market conditions and financial performance. Actual results may differ from our assumptions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFor the year ended December 31, 2023, such contracts accounted for 6.2% of our total utility costs. As of December 31, 2023, we had active electricity purchase agreements with fixed contract rates for locations in Illinois, New York and Texas, which expire at various dates through May 2025.
Biggest changeAs of December 31, 2024, we had active electricity purchase agreements with fixed contract rates for locations in Illinois, New Jersey, New York, Pennsylvania and Texas, which expire at various dates through October 2027. 62 Interest Rate Risk We are subject to interest rate risk to the extent we have variable-rate debt outstanding, including under our Senior Credit Facilities and the AR Facility.
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. 64 Table of Contents
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. 63 Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risk related to commodity prices and foreign currency exchange rates, 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.
Item 7A. 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.
As of December 31, 2023, we had a $600.0 million variable-rate Term Loan due 2026 outstanding, which has an interest rate of 7.1% 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 $1.5 million.
As of December 31, 2024, 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 December 31, 2023, there were $65.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.5%. 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 January 2024, we made a repayment of $10.0 million under the AR Facility.
As of December 31, 2024, there were $10.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.9%. An increase or decrease of 1/4% in our interest rate on the AR Facility would have an immaterial impact on our annualized interest expense. In January 2025, we made a repayment of $10.0 million under the AR Facility.
Removed
Foreign Exchange Risk Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating our Canadian business’s statements of earnings and statements of financial position from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes.
Added
For the year ended December 31, 2024, such contracts accounted for 8.2% of our total utility costs.
Removed
Any gain or loss on translation is included within comprehensive income and Accumulated other comprehensive income on our Consolidated Statement of Financial Position. The functional currency of our international subsidiaries is their respective local currency.
Removed
As of December 31, 2023, we have $6.1 million of unrecognized foreign currency translation losses included within Accumulated other comprehensive loss on our Consolidated Statement of Financial Position. All unrecognized foreign currency losses will be included within the gain or loss recorded upon consummation of the Transaction. (See Item 8., Note 12.
Removed
Acquisitions and Dispositions : Disposition : Canadian Business to the Consolidated Financial Statements.) Substantially all of our transactions at our Canadian subsidiary are denominated in their local functional currency, thereby reducing our risk of foreign currency transaction gains or losses.
Removed
We do not currently use derivatives or other financial instruments to mitigate foreign currency risk, although we may do so in the future. 63 Interest Rate Risk We are subject to interest rate risk to the extent we have variable-rate debt outstanding, including under our Senior Credit Facilities and the AR Facility.

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