What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-02-22 · 78 added, 84 removed, 315 unchanged (34% of the section changed)

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.

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.

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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.

As of December 31, 2024, we had approximately 19,600 lease agreements with approximately 17,900 different landlords.

A substantial proportion of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include where the structure is obstructed, where there is a change in traffic flow and/or where the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords in those circumstances.

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).

On October 22, 2023, we entered into an agreement to sell our outdoor advertising business in Canada.

We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .

Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other .

Historical operating results of our Canadian operations are included in Other (see Item 8., Note 19.

Segment Information to the Consolidated Financial Statements) through the date of sale.

See “—Acquisition and Disposition Activity.”

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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”).

See “—Acquisition and Disposition Activity.”

Acquisition and Disposition Activity

We regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions.

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.

(the “Buyer”), relating to the sale of the Company’s outdoor advertising business in Canada (the “Canadian Business”).

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”).

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.

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”).

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.

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.

In addition, the Share Purchase Agreement may be terminated under certain circumstances, including (i) by mutual written agreement of the Buyer and the Selling Subsidiaries;

(ii) by either the Buyer or the Selling Subsidiaries if the Closing does not occur by July 22, 2024, with extensions by the Buyer or the Selling Subsidiaries under certain conditions until no later than October 22, 2024 (the “Outside Date”);

or (iii) by either the Buyer or the Selling Subsidiaries if a failure by either the Buyer or the Seller Subsidiaries is the principal cause of any closing condition not being satisfied.

If the Antitrust Approval is not received by the Outside Date and the principal cause of such failure is not a failure of the Selling Subsidiaries or its subsidiaries to perform any of their obligations under the Share Purchase Agreement, the Buyer will pay a termination fee to the Selling Subsidiaries in the amount of C$20.0 million.

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.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

For additional information regarding our acquisition and disposition activity, see “Item 7.

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Continue Increasing the Number of Digital Displays in our Portfolio.

Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract additional business from both new and existing customers.

We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences by time of day and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs.

Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract

additional business from both new and existing customers.

We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs.

In addition, digital displays enable us to run multiple advertisements on each display.

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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 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.

Revenues generated on our network of digital transit displays are generally higher than revenues generated on a comparable portfolio of our static transit displays.

We have incurred, and we intend to incur, significant equipment deployment costs and capital expenditures, in the coming years to continue increasing the number of digital displays in our portfolio.

However, we expect 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.

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.

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We believe that closely monitoring pricing and improving pricing discipline will provide strong potential revenue enhancement.

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.

Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from

small transactions to larger acquisitions.

Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from 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.

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Diversification by Customer

For the year ended December 31, 2023, no individual customer represented more than 3% of U.S.

Media segment revenues.

For the year ended December 31, 2024, no individual customer represented more than 2% of total Billboard and Transit revenues.

Therefore, we do not consider detailed information about any individual customer to be meaningful.

Diversification by Industry

The following table sets forth information regarding the diversification of U.S.

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.

We have updated the presentation of our industry reporting and certain reclassifications of prior year data have been made to conform to the current period’s presentation.

Percentage of Total U.S.

Media Segment Revenues for the

Year Ended December 31,

The following table sets forth information regarding the diversification of total Billboard and Transit revenues earned among different industries for 2024, 2023 and 2022.

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.

Percentage of Total Billboard and Transit Revenues for the Year Ended December 31,

Industry 2024 2023 2022

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Diversification by Geography

Our advertising structures and sites are geographically diversified across 34 states, Washington D.C.

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.

Percentage 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

Our advertising structures and sites are geographically diversified across 34 states and Washington D.C.

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.

Percentage 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 %

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State of New Jersey 5 <1 4 3,413 — 3,413 <1

San Francisco, CA 3 3 3 1,054 18,105 19,159 4

Houston, TX 5 <1 4 1,065 166 1,231 <1

San Francisco, CA 4 3 3 992 16,110 17,102 3

Tampa, FL 3 <1 3 1,279 12 1,291 <1

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Dallas, TX 3 1 3 700 508 1,208 <1

Phoenix, AZ 2 1 2 1,348 1,326 2,674 <1

Orlando, FL 2 <1 2 1,187 16 1,203 <1

Washington D.C.

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Chicago, IL 4 1 3 1,169 9,833 11,002 2

All other United States (b)

Phoenix, AZ 2 1 2 1,266 1,405 2,671 <1

Orlando, FL 3 <1 2 1,141 26 1,167 <1

All other United States (c)

31 3 24 19,337 20,413 39,750 7

Other — 2 <1 — — — —

— — <1 — — — —

Total United States 100 100 98 39,556 520,013 559,569 100

Canada 5 4 5 4,609 4,531 9,140 2

— — 2 — — — —

Total 100 % 100 % 100 % 39,556 520,013 559,569 100 %

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(a) All displays, including those reserved for transit agency use.

(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.

(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.

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 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.

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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8.

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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

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 32.2 2.9 35.1 317 101 418

11.5 1.1 12.6 — — —

Total $ 448.4 $ 165.9 $ 614.3 1,935 28,388 30,323

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United States $ 409.5 $ 143.7 $ 553.2 1,874 21,593 23,467

Canada 32.3 2.0 34.3 268 78 346

32.2 2.9 35.1 317 101 418

Total $ 441.7 $ 146.6 $ 588.3 2,191 21,694 23,885

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United States $ 368.5 $ 137.1 $ 505.6 1,702 15,998 17,700

Canada 27.6 1.0 28.6 237 120 357

32.3 2.0 34.3 268 78 346

Total $ 400.8 $ 139.1 $ 539.9 1,970 16,076 18,046

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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.

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 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.

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We built or converted 89 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.

in 2024, compared to 84 digital billboard displays in the U.S.

in 2023, and 110 digital billboard displays in the U.S.

Additionally, we entered into marketing arrangements to sell advertising on 21 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.

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.

We built, converted or replaced 6,664 digital transit and other displays in the U.S.

and 23 in Canada in 2023, and 3,410 digital transit and other displays in the U.S.

in 2024, and 5,624 digital transit and other displays in the U.S.

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.

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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.

Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets.

Our revenues and profits fluctuate due to seasonal advertising patterns and influences on advertising markets.

Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust on spending following the holiday shopping season.

Our revenues and profits may also fluctuate due to external events beyond our control.

Our revenues and profits also fluctuate due to external events beyond our control.

Human Capital

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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.

As of December 31, 2023, we had a total of 2,375 employees, of which 285 are located in Canada.

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, 2024, we had a total of 2,149 employees.

As of December 31, 2024, 920 employees were sales and sales-related personnel.

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.

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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.

awards, our FastStart awards and our President’s Club trips.

We continually monitor our employee turnover rates.

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Diversity, Equity and Inclusion

We are committed to promoting a diverse and inclusive working environment.

We are committed to promoting an inclusive working environment.

We believe that in order to effectively connect diverse audiences across markets, we need a workforce that reflects the diversity of the communities we represent and in which we operate.

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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.

Additionally, all of our company-owned vehicles have been installed with telematic monitoring systems.

This allows the Company to proactively monitor our employees to ensure they are following the best practices in defensive driving, which in turn, should create a safer environment for our employees and the people in the markets we serve, along with mitigating our insurance costs.

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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.

In addition, from time to time,

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.

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.

In addition, from time to time, 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.

Governmental regulation of advertising displays also limits our installation of additional advertising displays, restricts advertising displays to governmentally controlled sites or permits the installation of advertising displays in a manner that could benefit our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations.

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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.

have attempted to force the removal of billboards after a period of years under a concept called amortization.

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.

Thus far, we have generally been able to obtain satisfactory compensation for our billboards purchased or removed as a result of governmental action, although there is no assurance that this will continue to be the case in the future.

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.

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.

Several jurisdictions have already imposed taxes based on a percentage of our outdoor advertising revenue in those jurisdictions.

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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.

to continue to try to impose such laws as a way of increasing their revenue and restricting outdoor advertising.

Further, certain laws and regulations 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 and/or other parties who wish to engage in outdoor advertising.

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We have encountered some existing regulations in the U.S.

and Canada that restrict or prohibit these types of digital displays.

that restrict or prohibit these types of digital displays.

Furthermore, as digital advertising displays are introduced into the market on a large scale, existing regulations that currently do not apply to digital advertising displays by their terms could be revised to impose specific restrictions on digital advertising displays due to alleged concerns over, among other things, aesthetics or driver safety.

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Many of these laws and industry standards and regulations are still evolving and changes in the nature of the data that we collect, purchase and utilize, and the ways that data is permitted to be collected, stored, used and/or shared (including with respect to artificial intelligence, machine learning and automated processing) may negatively impact the way that we are able to conduct business, particularly our digital display platform.

Additionally, no cybersecurity

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.

Additionally, no cybersecurity 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.

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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.

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.

The Credit Agreement, the agreements governing the AR Facility and the indentures governing the Notes contain, and any future debt agreements may contain, covenants that place restrictions on us and our subsidiaries.

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In the future, we may issue debt securities (including senior securities), offer common stock, preferred stock, convertible securities or options to purchase common stock in exchange for property, and/or repurchase or otherwise reacquire our common stock or other securities in the open market or otherwise.

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.

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.

Except in connection with the Notes and the Series A Preferred Stock (each as defined and described in “Item 7.

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.

Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business