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. 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. We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. In total, we have displays in all of the 25 largest markets in the U.S. and 140 markets in the U.S. and Canada. Our top market, high profile location focused portfolio includes sites such as the Bay Bridge in San Francisco, various locations along Sunset Boulevard in Los Angeles, and sites in and around both Grand Central Station and Times Square in New York. The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.”
Using Geopath, the out-of-home advertising industry’s audience measurement system, we provide advertisers with the size and demographic composition of the audience that is exposed to individual displays or a complete campaign. As part of our ON Smart Media platform, we are developing hardware and software solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go. Additionally, our OUTFRONT Mobile Network allows our customers to further leverage location targeting with interactive mobile advertising that uses geofence technology to push mobile ads to consumers within a pre-defined radius around a corresponding billboard display or other designated advertising location.
We believe out-of-home advertising continues to be an attractive form of advertising, as our displays are ALWAYS ON™, are always viewable and cannot be turned off, skipped, blocked or fast-forwarded. Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, creative design support, print production and post-campaign tracking and analytics, as well as use of a real-time mobile operations reporting system that facilitates proof of performance to customers for substantially all of our business.
We generally (i) own the physical billboard structures on which we display advertising copy for our customers, (ii) hold the legal permits to display advertising thereon and (iii) lease the underlying sites. These lease agreements have terms varying between one month and multiple years, and usually provide renewal options. We estimate that approximately 75% of our billboard structures in the United States are “legal nonconforming” billboards, meaning they were legally constructed under laws in effect at the time they were built, but could not be constructed under current laws. 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, 2017, we had approximately 21,500 lease agreements with approximately 17,300 different landlords in the U.S. A substantial number 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 three operating segments-(1) U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, (2) International and (3) Sports Marketing. International and Sports Marketing do not meet the criteria to be a reportable segment and accordingly, are both included in Other (see Note 17. Segment Information to the Consolidated Financial Statements). Prior to April 1, 2016, our International segment included our advertising businesses in Canada and Latin America. On April 1, 2016, we sold all of our equity interests in certain of our subsidiaries (the “Disposition”), which held all of the assets of our outdoor advertising business in Latin America (see Note 11. Acquisitions and Dispositions: Dispositions to the Consolidated Financial Statements).
U.S. Media. Our U.S. Media segment generated 23% of its revenues in the New York City metropolitan area in 2017, 25% in 2016 and 27% in 2015, and generated 16% in the Los Angeles metropolitan area in each of 2017 and 2016, and 15% in 2015. Our U.S. Media segment generated Revenues of $1,406.5 million in 2017, $1,393.8 million in 2016 and $1,344.3 million in 2015, and Operating income before Depreciation, Amortization, Net (gain) loss on dispositions, Stock-based compensation, Restructuring charges and Loss on real estate assets held for sale (“Adjusted OIBDA”) of $478.1 million in 2017, $473.8 million in 2016 and $451.1 million in 2015.
Other (includes International and Sports Marketing). Other generated Revenues of $114.0 million in 2017, $120.1 million in 2016 and $169.5 million in 2015, and Adjusted OIBDA of $8.4 million in 2017, $17.8 million in 2016, and $24.3 million in 2015.
For additional information regarding our revenues, profits and assets by segment and by geographic area, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.”
History
Our corporate history can be traced back to companies that helped to pioneer the growth of out-of-home advertising in the United States, 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. Three years later, a predecessor of CBS acquired Outdoor Systems, Inc., which represented the consolidation of the outdoor advertising assets of large national operators such as 3M National, Gannett Outdoor (and its Canadian assets held in the name Mediacom) and Vendor (a Mexican outdoor advertising company) and many local operators in the United States, Canada and Mexico. In 2008, CBS acquired International Outdoor Advertising Holdings Co., which operated outdoor advertising assets in Argentina, Brazil, Chile and Uruguay.
On April 2, 2014, the Company completed an initial public offering (the “IPO”) of its common stock under the name “CBS Outdoor Americas Inc.” On July 16, 2014, CBS completed a registered offer to exchange 97,000,000 shares of our common stock that were owned by CBS for outstanding shares of CBS Class B common stock (“the Exchange Offer”). In connection with the Exchange Offer, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS (the “Separation”) and were no longer a subsidiary of CBS. On July 16, 2014, in connection with the Separation, we ceased to be a member of the CBS consolidated tax group, and on July 17, 2014, we began operating as a REIT for U.S. federal income tax purposes.
On October 1, 2014, we completed the acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC, for a total purchase price of approximately $690.0 million in cash, plus working capital adjustments (the “Acquisition”).
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 April 1, 2016, we completed the Disposition and received $82.0 million in cash plus working capital, which was subject to post-closing adjustments.
On June 13, 2017, certain subsidiaries of OUTFRONT Media Inc. acquired the equity interests of certain subsidiaries of All Vision LLC (“All Vision”), which hold substantially all of All Vision’s existing outdoor advertising assets in Canada, and effectuated an amalgamation of All Vision’s Canadian business with our Canadian business (the “Transaction”). In connection with the Transaction, we paid approximately $94.4 million for the assets, comprised of $50.0 million in cash and $44.4 million, or 1,953,407 shares, of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”), subject to post-closing adjustments (upward or downward) for closing date working capital and indebtedness, and for the achievement of certain operating income before depreciation and amortization targets relating to the acquired assets in 2017 and 2018.
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. 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. See “Item 1A.
Item 1A. Risk Factors.
You should carefully consider the following risks, together with all of the other information in this Annual Report on Form 10-K, including “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto in “Item 8. Financial Statements and Supplementary Data,” before investing in the Company. The occurrence of any of the following risks might cause you to lose all or a part of your investment. Certain statements in the following risk factors constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”
Risks Related to Our Business and Operations
Our business is sensitive to a decline in advertising expenditures, general economic conditions and other external events beyond our control.
We derive our revenues from providing advertising space to customers on out-of-home advertising structures and sites. Our contracts with our customers generally cover periods ranging from four weeks to one year. A decline in the economic prospects of advertisers, the economy in general or the economy of any individual geographic market or industry, particularly a market or industry in which we conduct substantial business, such as the New York, Los Angeles and Miami metropolitan areas, and the retail, television and healthcare/pharmaceuticals industries, could alter current or prospective advertisers’ spending priorities. Disasters, acts of terrorism, political uncertainty, extraordinary weather events, hostilities and power outages could interrupt our ability to display advertising on our advertising structures and sites and lead to a reduction in economic certainty and advertising expenditures. Any reduction in advertising expenditures could harm our business, financial condition or results of operations. In addition, advertising expenditures by companies in certain sectors of the economy represent a significant portion of our revenues. See “Item 1. Business-Our Portfolio of Outdoor Advertising Structures and Sites.” Any political, economic, social or technological change resulting in a reduction in these sectors’ advertising expenditures could adversely affect our business, financial condition and 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.
We operate in a highly competitive industry.
The outdoor advertising industry is fragmented, consisting of a few companies operating on a national basis, such as our company, Clear Channel Outdoor, Lamar, JCDecaux and Intersection, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. We compete with these companies for both customers and display locations. If our competitors offer advertising displays at rates below the rates we charge our customers, we could lose potential customers and could be pressured to reduce our rates below those currently charged to retain customers, which could have an adverse effect on our business, financial condition and results of operations. A majority of our display locations are leased, and a significant portion of those leases are month-to-month or have a short remaining term. If our competitors offer to lease display locations at rental rates higher than the rental rates we offer, we could lose display locations and could be pressured to increase rental rates above those we currently pay to site landlords, which could have an adverse effect on our business, financial condition and results of operations.
We also compete with other media, including online, mobile and social media advertising platforms (such as Facebook, Alphabet and Amazon) and traditional platforms (such as television, radio, print and direct mail marketers). In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis. Advertisers compare relative costs of available media, including the average cost per thousand impressions or “CPM,” particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, the outdoor advertising industry relies on its relative cost efficiency and its ability to reach specific markets, geographic areas and/or demographics. If we are unable to compete on these terms, we could lose potential customers and could be pressured to reduce rates below those we currently charge to retain customers, which could have an adverse effect on our business, financial condition and results of operations.
Further, as digital advertising technology continues to develop, our competitors may be able to offer products that are, or that are seen to be, substantially similar to or better than ours. This may force us to compete in different ways and incur additional costs and/or expend resources in order to remain competitive. If our competitors are more successful than we are in developing digital advertising products or in attracting and retaining customers, our business, financial condition and results of operations could be adversely affected.
Government regulation of outdoor advertising may restrict our outdoor advertising operations.
The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the United States and Canada. These regulations have a significant impact on the outdoor advertising industry and our business. See “Item 1. Business-Regulation.” Regulations and proceedings have made it increasingly difficult to develop new outdoor advertising structures and sites. If there are changes in laws and regulations affecting outdoor advertising at any level of government, if there is an increase in the enforcement of regulations or allegations of noncompliance or if we are unable to resolve allegations, our structures and sites could be subject to removal or modification. If we are unable to obtain acceptable arrangements or compensation in circumstances in which our structures and sites are subject to removal or modification, it could have an adverse effect on our business, financial condition and results of operations. In addition, governmental regulation
of advertising displays could limit our installation of additional advertising displays, restrict advertising displays to governmentally controlled sites or permit the installation of advertising displays in a manner that benefits our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations.
Our inability to increase the number of advertising displays in our portfolio could have an adverse effect on our business, financial condition and results of operations.
Our ability to increase the number of digital advertising displays in our portfolio is subject to governmental laws and regulations. For example, in January 2013, Scenic America, Inc., a nonprofit membership organization, filed a lawsuit against the U.S. Department of Transportation and the Federal Highway Administration alleging, among other things, that the Federal Highway Administration exceeded its authority when, in 2007, the Federal Highway Administration issued guidance to assist its division offices in evaluating state regulations that authorize the construction and operation of digital billboards. That case has reached a final, non-appealable decision, but if the Federal Highway Administration guidance is ever vacated as a result of a similar challenge or revised by the Federal Highway Administration, it could have an adverse effect on our business, financial condition and results of operations.
Any new governmental restrictions on digital advertising displays could limit our installation of additional digital advertising displays, restrict digital advertising displays to governmentally controlled sites or permit the installation of digital advertising displays in a manner that benefits our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations. Furthermore, 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 such displays. See “Item 1. Business-Regulation.”
In addition, implementation of digital advertising displays by us or our competitors at a rate that exceeds the ability of the market to derive new revenues from those displays could also have an adverse effect on our business, financial condition and results of operations.
Implementing our digital display platform and the deployment of digital advertising displays to our transit franchise partners, may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized.
The success of the digital display platform we are currently developing for our customers and the deployment of digital advertising displays to our transit franchise partners, such as the Washington Metropolitan Area Transit Authority, the Massachusetts Bay Transportation Authority, and the MTA, and the realization of any anticipated benefits, will depend, in part, on our ability to finalize and demonstrate the value-added capabilities of our digital display platform to our customers, and our ability to deliver and install digital displays to our transit franchise partners in satisfaction of our contractual obligations, including delivery and installation to scale and within complex transit infrastructures. If we fail to satisfy our contractual obligations and/or the digital display platform and/or the digital advertising displays that we provide to our customers and transit franchise partners do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally, then we may incur financial liability, which could have an adverse effect on our business, financial condition and results of operation.
Implementing our digital display platform and deploying digital advertising displays to our transit franchise partners in satisfaction of our contractual obligations requires the Company to incur significant costs, which the Company may not be able to recover from its customer sales or transit franchise partners. See “Item 7. 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 technical difficulties, the increased costs of data, digital displays, materials and labor, delays in construction caused by us, our subcontractors and/or our transit franchise partners, insurance, bonding and litigation expenses or 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. We currently expect to utilize third-party financing to fund these costs, which could subject the Company to additional costs, liabilities and risks. See -“Despite our substantial indebtedness level, we and our subsidiaries may be able to incur substantially more indebtedness, including secured indebtedness. This could further exacerbate the risks to our financial condition described above.”
Further, we rely on third parties to manufacture and transport digital displays, and if we are not able to engage third parties on reasonable pricing or other terms, due to the insufficient capacity of a particular manufacturer, market-wide supply shortages¸ logistics disruptions or otherwise, or if the third parties that we engage fail to meet their obligations to us, we may be unable to deploy digital advertising displays to our transit franchise partners in a timely 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.
We may incur material losses and costs as a result of product liability, warranty, and recall and intellectual property claims that may be brought against us.
We may be exposed to product liability and warranty claims in the event that our digital displays actually or allegedly fail to perform as expected, or the use of our digital displays results, or is alleged to result, in death, bodily injury, and/or property damage, which could have an adverse effect on our business, financial condition and results of operations. In addition, if any of our digital displays become subject to a recall, our customers may hold us responsible for some or all of the repair or replacement costs of these digital displays under our contractual obligations, which could have an adverse effect on our business, financial condition and results of operations, including negative publicity.
Further, we face the risk of claims that we have infringed third parties’ intellectual property rights with respect to our digital display platform and digital displays, which could be expensive and time consuming to defend, could require us to alter our digital display platform and/or digital displays, prevent us from selling advertising on our digital displays, and/or could require us to pay license, royalty or other fees to third parties in order to continue using our digital display platform and/or digital displays.
Taxes, fees and registration requirements may reduce our profits or expansion opportunities.
A number of federal, state and local governments in the United States 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. For example, a tax was imposed on the outdoor advertising industry in Toronto. These efforts may continue, and, if we are unable to pass on the cost of these items to our customers, the increased imposition of these measures could have an adverse effect on our business, financial condition and results of operations.
The success of our transit advertising business is dependent on obtaining and renewing key municipal contracts on favorable terms.
Our transit businesses require us to obtain and renew contracts with municipalities and other governmental entities. All of these contracts have fixed terms and generally provide for payments to the governmental entity of a revenue share and/or a guaranteed minimum annual payment, and some may require us to incur capital expenditures. 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Overview-Business Environment.” In addition, the loss of a key municipal contract in one location could adversely affect our ability to compete in other locations by reducing our scale and ability to offer customers multi-regional and national advertising campaigns. These factors could have an adverse effect on our business, financial condition and results of operations.
Government compensation for the removal of lawful billboards could decrease.
Although federal, state and local government authorities from time to time use the power of eminent domain to remove billboards, U.S. law requires payment of compensation if a government authority compels the removal of a lawful billboard along a primary or interstate highway that was built with federal financial assistance. 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 have attempted to force 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. 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, and, if it does not continue to be the case, there could be an adverse effect on our business, financial condition and results of operations.
Content-based restrictions on outdoor advertising may further restrict the categories of customers that can advertise using our structures and sites.
Restrictions on outdoor advertising of certain products, services or other content are or may be imposed by federal, state and local laws and regulations, as well as contracts with municipalities and transit franchise partners. For example, 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 4% of our U.S. Media segment revenues in each of 2017 and 2016, and 3% in 2015. Further, certain municipalities and transit franchise partners limit issue-based outdoor advertising. Content-based restrictions could cause a reduction in our revenues from leasing advertising space on outdoor advertising displays that display such advertisements and a simultaneous increase in the available space on the existing inventory of displays in the outdoor advertising industry, which could have an adverse effect on our business, financial condition and results of operations.
Environmental, health and safety laws and regulations may limit or restrict some of our operations.
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 United States and Canada. 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. Historically, with the exception of safety upgrades, we have not incurred significant expenditures to comply with these laws. However, additional laws that may be passed in the future, or a finding of a violation of or liability under existing laws, could require us to make significant expenditures and otherwise limit or restrict some of our operations, which could have an adverse effect on our business, financial condition and results of operations.
Our operating results are subject to seasonal variations and other factors.
Our business has experienced and is expected to continue to experience seasonality due to, among other things, seasonal advertising patterns and seasonal 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 cut back on spending following the holiday shopping season. 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.
Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations.
We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue additional acquisitions of business and/or assets and other strategic transactions, including technology investments and/or the disposition of certain businesses and/or assets. These acquisitions or transactions could be material, and involve numerous risks, including:
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acquisitions or other strategic transactions may prove unprofitable and fail to generate anticipated cash flows or gains;
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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:
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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;
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unforeseen difficulties could divert significant time, attention and effort from management that could otherwise be directed at developing existing business;
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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
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we may lose billboard leases, franchises or advertisers in connection with such acquisitions or transactions, which could disrupt our ongoing businesses;
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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;
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we may not be able to obtain financing necessary to fund potential acquisitions or strategic transactions;
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we may face increased competition for acquisitions of businesses and assets from other outdoor advertising companies, some of which may have greater financial resources than we do, which may result in higher prices for those businesses and assets;
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we may enter into markets and geographic areas where we have limited or no experience; and
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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. See “-Risks Related to Our Status as a REIT-Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities.”
Further, acquisitions and dispositions by us may require antitrust review by U.S. federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. We can give no assurances that the U.S. Department of Justice, the U.S. Federal Trade Commission or foreign antitrust agencies will not seek to bar us from the acquisition or disposition of additional advertising businesses in any market.
We are dependent on our management team, and the loss of senior executive officers or other key employees could have an adverse effect on our business, financial condition and results of operations.
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. The loss of one or more of these key personnel could have an adverse effect on our business, financial condition and results of operations because of their skills, knowledge of the market, years of industry experience and the difficulty of finding qualified replacement personnel. 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.
Our board of directors has the power to cause us to issue additional shares of stock without stockholder approval.
Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition, our charter permits a majority of our entire board of directors to, without stockholder approval, amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue. Our charter also permits our board of directors to classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors will be able to establish a series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for outstanding shares of stock or otherwise be in the best interests of our stockholders.
Certain provisions of Maryland law may limit the ability of a third party to acquire control of us.
Certain provisions of the MGCL may have the effect of delaying or preventing a transaction or a change in control of us that might involve a premium price for shares of our stock or otherwise be in the best interests of our stockholders, including:
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“business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between a Maryland corporation and an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of a corporation’s outstanding voting stock or an affiliate or associate of a corporation who, at any time during the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding stock of the corporation) or an affiliate of such an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations; and
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“control share” provisions that provide that, subject to certain exceptions, holders of “control shares” of a Maryland corporation (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise voting power in the election of directors within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights except to the extent approved by its stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.
Additionally, under Title 3, Subtitle 8 of the MGCL, our board of directors is permitted, without stockholder approval and regardless of what is provided in our charter or bylaws, to implement certain takeover defenses.
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). In addition, our bylaws contain a provision opting out of the Maryland Control Share Acquisition Act, as described above. Moreover, our charter provides that vacancies on our board may be filled only by a majority of the remaining directors, and that any directors elected by the board to fill vacancies will serve for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. Our charter provides that, subject to the rights, if any, of holders of any class or series of preferred stock to elect or remove one or more directors, members of our board of directors may be removed only for cause (as defined in our charter), and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. Our bylaws provide that our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws. There can be no assurance that these exemptions or provisions will not be amended or eliminated at any time in the future.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Our charter contains a provision that eliminates the liability of our directors and officers to the maximum extent permitted by Maryland law. 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:
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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
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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.
Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee of our company or a predecessor of our company.
The indemnification and payment or reimbursement of expenses provided by the indemnification provisions of our charter and bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification, or payment or reimbursement of expenses may be or may become entitled under any statute, bylaw, resolution, insurance, agreement, vote of stockholders or disinterested directors or otherwise.
In addition, we have entered into separate indemnification agreements with each of our directors. Each indemnification agreement provides, among other things, for indemnification as provided in the agreement and otherwise to the fullest extent permitted by law and our charter and bylaws against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The indemnification agreements provide for the advancement or payment of expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such advancement.
Accordingly, in the event that any of our directors or officers are exculpated from, or indemnified against, liability but whose actions impede our performance, we and our stockholders’ ability to recover damages from that director or officer will be limited.
We have substantial indebtedness that could adversely affect our financial condition.
As of December 31, 2017, we had total indebtedness of approximately $2.3 billion (consisting of the Term Loan, the Notes and the AR Facility with outstanding aggregate principal balances of $670.0 million, $1.5 billion and $80.0 million, respectively), and undrawn commitments under the Revolving Credit Facility of $430.0 million, excluding $88.6 million of letters of credit issued against the Revolving Credit Facility. See “Item 7. 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:
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making it more difficult for us to satisfy our obligations with respect to the Notes and our other debt;
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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;
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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;
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restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
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exposing us to the risk of increased interest rates as borrowings under the Senior Credit Facilities and the AR Facility are expected to be subject to variable rates of interest;
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placing us at a competitive disadvantage compared to our competitors that have less debt; and
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limiting our ability to borrow additional funds.
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 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:
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incur additional indebtedness;
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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);
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make investments or acquisitions;
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sell, transfer or otherwise convey certain assets;
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change our accounting methods;
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create liens;
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enter into sale/leaseback transactions;
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enter into agreements restricting the ability to pay dividends or make other intercompany transfers;
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consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;
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enter into transactions with affiliates;
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prepay certain kinds of indebtedness;
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issue or sell stock of our subsidiaries; and
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change the nature of our business.
The agreements governing the AR Facility also contain affirmative and negative covenants with respect to our wholly-owned SPV (as defined below) holding our accounts receivables.
In addition, the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) has a financial covenant that requires us to maintain a Consolidated Net Secured Leverage Ratio (as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources”). Our ability to meet this financial covenant may be affected by events beyond our control.
As a result of all of these restrictions, we may be:
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limited in how we conduct our business;
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unable to raise additional debt or equity financing to operate during general economic or business downturns; or
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unable to compete effectively or to take advantage of new business opportunities.
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.
A breach of the covenants under the Credit Agreement or either of the indentures governing the Notes, as well as a breach of the covenants under the agreements governing the AR Facility, including the inability to repay any amounts due and payable, could result in an event of default or termination event under the applicable agreement. Such a default or termination event would allow the lenders under the Senior Credit Facilities, the Purchasers (as defined below) under the AR Facility and the holders of the Notes to accelerate the repayment of such debt and may result in the acceleration of the repayment of any other debt to which a cross-acceleration or cross-default provision applies. In the event our creditors accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. An event of default or termination event under the Credit Agreement and the agreements governing the AR Facility would also permit the applicable lenders, Purchasers and any other secured creditors to proceed against the collateral that secures such indebtedness, and terminate all other commitments to extend additional credit to us. Any of these events could have an adverse effect on our business, financial condition and results of operations.
Despite our substantial indebtedness level, we and our subsidiaries may be able to incur substantially more indebtedness, including secured indebtedness. This could further exacerbate the risks to our financial condition described above.
We and our subsidiaries may incur significant additional indebtedness in the future, including secured indebtedness. Although the indentures governing the Notes and the Credit Agreement contain restrictions on the incurrence of additional indebtedness and additional liens, these restrictions will be subject to a number of qualifications and exceptions, and the additional indebtedness, including secured indebtedness, incurred in compliance with these restrictions could be substantial. If we incur any additional indebtedness that ranks equally with the Notes and/or our Senior Credit Facilities, subject to collateral arrangements, the holders of that debt will be entitled to share ratably with existing holders of our debt in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our business. 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.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Borrowings under the Senior Credit Facilities and the AR Facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, 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. At our level of indebtedness, as of December 31, 2017, each 1/4% change in interest rates on our variable rate Term Loan and AR Facility would have resulted in a $1.7 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. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce future interest rate volatility. However, we may not elect to maintain such interest rate swaps with respect to any of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.
To service our indebtedness, we require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.
Our ability to make cash payments on and to refinance our indebtedness, including the Notes, and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future. Our ability to generate such cash flow is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to generate cash flow may be affected by our REIT compliance obligations and any consequences of failing to remain qualified as a REIT. See “-Risks Related to Our Status as a REIT.”
Our business may not generate cash flow from operations in an amount sufficient to enable us to pay our indebtedness, including the Notes, or to fund our other liquidity needs. If we cannot service our indebtedness, we may have to take actions such as refinancing or restructuring our indebtedness, selling assets or reducing or delaying capital expenditures, strategic acquisitions and investments. Such actions, if necessary, may not be effected on commercially reasonable terms or at all. 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. Further, the Credit Agreement and the indentures governing the Notes restrict our ability to undertake or use the proceeds from such measures.
Our cash available for distribution to stockholders may not be sufficient to make distributions at expected levels, and we may need to borrow in order to make such distributions or may not be able to make such distributions in full.
Distributions that we make will be authorized and determined by our board of directors in its sole discretion out of funds legally available therefor. While we anticipate maintaining relatively stable distribution(s) during each year, the amount, timing and frequency of distributions will be at the sole discretion of our board of directors and will be declared based upon various factors, including, but not limited to: future taxable income, limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company), debt service requirements, our results of operations, our financial condition, our operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on our ability to use cash generated in the TRSs to fund distributions and applicable law. We may need to increase our borrowings in order to fund our intended distributions. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Dividend Policy” and “-Despite our substantial indebtedness level, we and our subsidiaries may be able to incur substantially more indebtedness, including secured indebtedness. 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 may 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. The use of hedging transactions involves certain risks, including: (1) the possibility that the market will move in a manner or direction that would have resulted in a gain for us had a hedging transaction not been utilized, in which case our performance would have been better had we not engaged in the hedging transaction; (2) the risk of an imperfect correlation between the risk sought to be hedged and the hedging transaction used; (3) the potential illiquidity for the hedging instrument used, which may make it difficult for us to close out or unwind a hedging transaction; (4) the possibility that our counterparty fails to honor its obligations; and (5) the possibility that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our obligations. In addition, as a REIT, we have limitations on our income sources, and the hedging strategies available to us will be more limited
than those available to companies that are not REITs. See “-Risks Related to Our Status as a REIT-Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.”
We face diverse risks in our Canadian business, which could adversely affect our business, financial condition and results of operations.
Our Canadian business contributed approximately $73.2 million to total revenues in 2017, approximately $67.3 million to total revenues in 2016 and approximately $71.7 million to total revenues in 2015. 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. 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. We may also have difficulty repatriating profits or be adversely affected by exchange rate fluctuations in our Canadian business.
If our security measures are breached, our services may be perceived as not being secure, users and customers may curtail or stop using our services, and we may incur significant legal and financial exposure.
Although we have implemented physical and electronic security measures and crisis management procedures designed to protect against the loss, misuse and alteration of our websites, digital assets and proprietary business information as well as consumer, business partner and advertiser personally identifiable information, no security measures are perfect and impenetrable and we may be unable to prevent unauthorized access. Further, because techniques used to obtain unauthorized access and degrade or disable systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. A security breach could occur due to the acts or omissions of third parties, employee error, malfeasance, system errors or vulnerabilities, or otherwise. If an actual or perceived breach of our security occurs, we could lose competitively sensitive business information or suffer disruptions to our business operations. In addition, the public perception of the effectiveness of our security measures or services could be harmed, we could lose business partners and advertisers, and we could suffer significant legal and financial exposure in connection with remediation efforts, investigations and legal proceedings and changes in our security and system protection measures.
Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies, could negatively impact our business.
We collect and utilize demographic and other information from and about consumers, business partners, advertisers and website users. We are subject to numerous federal, state, local and foreign laws, rules and regulations as well as industry standards and regulations regarding privacy, information security, data and consumer protection, among other things. Many of these laws and industry standards and regulations are still evolving and changes in the nature of the data that we purchase and/or collect, and the ways that data is permitted to be collected, stored, used and/or shared may negatively impact the way that we are able to conduct business. In addition, changes in consumer expectations and demands regarding privacy, information security and data may result in further restrictions on the nature of the data that we purchase and/or collect, and the ways we collect, use, disclose and derive economic value from data that we purchase and/or collect, and may limit our ability to offer targeted advertising opportunities to our business partners and advertisers. 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, adverse regulatory proceedings and/or civil litigation, which could negatively impact our business.
We could suffer losses due to asset impairment charges for goodwill.
A significant portion of our assets consists of goodwill. We test goodwill for impairment during the fourth quarter of each year and between annual tests if events or circumstances require an interim impairment assessment. A downward revision in the estimated fair value of a reporting unit could result in a non-cash impairment charge. Any such impairment charge could have a material adverse effect on our reported net income. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Risks Related to Our Status as a REIT
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.
Qualification to be taxed as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent failure to comply with these provisions could jeopardize our REIT qualification. Our ability to remain qualified to be taxed as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to remain qualified to be taxed as a REIT may depend in part on the actions of third parties over which we have no control or only limited influence.
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”). Although the IRS has issued a private letter ruling with respect to certain issues relevant to our ability to qualify to be taxed as a REIT, no assurance can be given that the IRS will not challenge our qualification to be taxed as a REIT in the future. Changes 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.
If 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, including any applicable alternative minimum 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. Any resulting corporate tax liability could be substantial and would reduce the amount of cash available for distribution to holders of our common stock, which in turn could have an adverse impact on the value of our common stock and may require us to incur indebtedness or liquidate certain investments in order to pay such tax liability. Unless we were entitled to relief under certain Code provisions, we would also be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.
REIT distribution requirements could adversely affect our ability to execute our business plan.
To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we 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. 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. 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. We intend to pay regular quarterly distributions to our stockholders in an amount not less than 100% of our REIT taxable income (determined before the deduction for dividends paid).
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. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may impact our ability to grow, which could adversely affect the value of our common stock.
To fund our growth strategy and refinance our indebtedness, we may depend on external sources of capital, which may not be available to us on commercially reasonable terms or at all.
As a result of the REIT organizational and operational requirements described above, we may not be able to fund future capital needs, including any necessary acquisition financing, solely from operating cash flows. Consequently, we expect to rely on third-party capital market sources for debt or equity financing to fund our business strategy. In addition, we will likely need third-party capital market sources to refinance our indebtedness at maturity. Turbulence in the United States 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. As such, we may not be able to obtain financing on favorable terms or at all. Our access to third-party sources of capital also depends, in part, on:
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the market’s perception of our growth potential;
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our then-current levels of indebtedness;
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our historical and expected future earnings, cash flows and cash distributions; and
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the market price per share of our common stock.
In addition, our ability to access additional capital may be limited by the terms of our outstanding indebtedness, which may restrict our incurrence of additional debt. See “-Risks Related to Our Business and Operations-Despite our substantial indebtedness level, we and our subsidiaries may be able to incur substantially more indebtedness, including secured indebtedness. This could further exacerbate the risks to our financial condition described above.” If we cannot obtain capital when needed, we may not be able to acquire or develop properties when strategic opportunities arise or refinance our debt, which could have an adverse effect on our business, financial condition and results of operations.
Even if we remain qualified to be taxed as a REIT, we may face other tax liabilities that reduce our cash flow.
Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. 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. 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 opportunities.
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. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to holders of our common stock.
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. We may be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying to be taxed as a REIT. Accordingly, compliance with the REIT requirements may hinder our ability to make certain attractive investments.
Complying with REIT requirements may depend on our ability to contribute certain contracts to a taxable REIT subsidiary.
Our ability to satisfy certain REIT requirements may depend on us contributing to a TRS certain contracts, or portions of certain contracts, with respect to outdoor advertising assets that do not qualify as real property for purposes of the REIT asset tests. Moreover, our ability to satisfy the REIT requirements may depend on us properly allocating between us and our TRS the revenue or cost, as applicable, associated with the portion of any such contract contributed to the TRS. There can be no assurance that the IRS will not determine that such contribution was not a true contribution between us and our TRS or that we did not properly allocate the applicable revenues or costs. Were the IRS successful in such a challenge, it could adversely impact our ability to qualify to be taxed as a REIT or our effective tax rate and tax liability.
Our planned use of taxable REIT subsidiaries may cause us to fail to qualify to be taxed as a REIT.
The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally will not be subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. 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.
The ownership limitations that apply to REITs, as prescribed by the Code and by our charter, may inhibit market activity in the shares of our common stock and restrict our business combination opportunities.
In order for us to qualify to be taxed as a REIT, not more than 50% in value of the outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individuals, as defined in the Code to include certain entities, at any time during the last half of each taxable year after the first year for which we elect to qualify to be taxed as a REIT. Additionally, at least 100 persons must beneficially own our stock during at least 335 days of a taxable year (other than the first taxable year for which we elect to be taxed as a REIT). Subject to certain exceptions, our charter authorizes our board of directors to take such actions as are necessary and desirable to preserve our qualification to be taxed as a REIT. 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. A person that did not acquire more than 9.8% of our outstanding stock may nonetheless become subject to our charter restrictions in certain circumstances, including if repurchases by us cause a person’s holdings to exceed such limitations. The constructive ownership rules are complex and may cause shares of stock owned directly or constructively by a group of related individuals to be constructively owned by one individual or entity. These ownership limits could delay or prevent a transaction or a change in control of our company that might involve a premium price for shares of our stock or otherwise be in the best interests of our stockholders.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Any income from a hedging transaction that we enter into primarily to manage risk of interest rate changes or to manage risk of currency fluctuations with respect to borrowings made or to be made or to acquire or carry real estate assets does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such a transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS may be subject to tax on gains or expose us to greater risks associated with changes in interest rates that we would otherwise choose to bear. 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.
If we fail to meet the REIT income tests as a result of receiving non-qualifying rental income, we would be required to pay a penalty tax in order to retain our REIT status.
Certain income we receive could be treated as non-qualifying income for purposes of the REIT requirements. 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.
Even if we remain qualified to be taxed as a REIT, we could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT.
Following our REIT election, we owned appreciated assets that were held by a C corporation and were acquired by us in a transaction in which the adjusted tax basis of the assets in our hands was determined by reference to the adjusted tax basis of the assets in the hands of the C corporation. If we dispose of any such appreciated assets in a taxable transaction during the 5-year period following our acquisition of the assets from the C corporation (i.e., during the 5-year period ending July 17, 2019), we will be subject to tax at the highest corporate tax rates on any gain from such assets to the extent of the excess of the fair market value of the assets on the date that they were acquired by us (i.e., at the time that we became a REIT) over the adjusted tax basis of such assets on such date, which are referred to as built-in gains. We would be subject to this tax liability even if we maintain our status as a REIT. Any recognized built-in gain will retain its character as ordinary income or capital gain and will be taken into account in determining REIT taxable income and our distribution requirement for the year such gain is recognized. Any tax on the recognized built-in gain will reduce REIT taxable income. We may choose not to sell in a taxable transaction appreciated assets that we might otherwise sell during the 5-year period in which the built-in gain tax applies in order to avoid the built-in gain tax. However, there can be no assurances that such a taxable transaction will not occur. If we sell such assets in a taxable transaction, the amount of corporate tax that we will pay will vary depending on the actual amount of net built-in gain present in those assets as of the time we became a REIT. The amount of tax could be significant.
The IRS may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax.
From time to time, we may sell outdoor advertising assets. The IRS may deem one or more sales of our outdoor advertising assets to be “prohibited transactions” (generally, sales or other dispositions of property that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business). If the IRS takes the position that we have engaged in a “prohibited transaction,” the gain we recognize from such sale would be subject to a 100% tax. We do not intend to hold outdoor advertising assets as inventory or for sale in the ordinary course of business; however, whether property is held as inventory or “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances and there is no assurance that our position will not be challenged by the IRS especially if we make frequent sales or sales of outdoor advertising assets in which we have short holding periods.
We may establish operating partnerships as part of our REIT structure, which could result in conflicts of interests between our stockholders and holders of our operating partnership units and could limit our liquidity or flexibility.
As part of our REIT structure, we have established a “DownREIT” operating partnership, and we may in the future establish an “UPREIT” and additional “DownREIT” operating partnerships, whereby we acquire certain assets by issuing units in an operating partnership (or a subsidiary) in exchange for an asset owner contributing such assets to the partnership (or subsidiary). If we enter into such transactions, in order to induce the contributors of such assets to accept units in our operating partnerships, rather than cash, in exchange for their assets, it may be necessary for us to provide them additional incentives. For instance, the operating partnership’s limited partnership or limited liability company agreement may provide that any unitholder of the operating partnership may be entitled to receive cash or equity distributions on its units, as well as exchange units for cash equal to the value of an equivalent number of shares of our common stock or, at our option, for shares of our common stock on a one-for-one basis. 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.
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 holding these voting rights may be able to exercise them in a manner that conflicts with the interests of our stockholders. As the sole member of the general partner of the operating partnerships or as the managing member, we would have fiduciary duties to the unitholders of the operating partnerships that may conflict with duties that our officers and directors owe to the Company.
In addition, if a holder of operating partnership units (or similar securities) received cash distributions on its units and/or required us to repurchase the units for cash, it would limit our liquidity and thus our ability to use cash to make other investments, distributions to stockholders, debt service payments, or satisfy other obligations. Moreover, if we were required to repurchase units for cash at a time when we did not have sufficient cash to fund the repurchase, we might be required to sell one or more assets to raise funds to satisfy this obligation. Furthermore, we might agree that if distributions the holder of operating partnership units (or similar securities) received did not provide them with a defined return, then upon redemption of the units, we would pay the holder an additional amount necessary to achieve that return. Such a provision could further negatively impact our liquidity and flexibility. Finally, in order to allow a contributor of assets to defer taxable gain on the
contribution of assets to our operating partnerships, we might agree not to sell a contributed asset for a defined period of time or until the contributor exchanged its operating partnership units (or similar securities) for cash or shares. Such an agreement would prevent us from selling those properties, even if market conditions made such a sale favorable to us.
U.S. federal tax reform legislation could affect REITs, trading of our stock, the markets in which we operate, and our business, financial condition and results of operations, in ways that are difficult to anticipate.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law making significant changes to the Code, including corporate and individual tax rates and the calculation of taxes, as well as international tax rules. While the changes in the Tax Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Code may have unanticipated effects on REITs, the Company and/or our stockholders. Moreover, Congressional leaders have recognized that the process of adopting extensive tax legislation in a short amount of time is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to be reviewed in subsequent tax legislation. At this point, it is not clear when Congress will address these issues or when the IRS will issue guidance on the changes made in the Tax Act. In addition, it is unclear how the Tax Act will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. State and local tax laws may change in response to the Tax Act, which could have a significant impact on individuals and businesses within these state and local jurisdictions.
As a REIT, we are generally not required to pay federal taxes otherwise applicable to C corporations if we comply with the various tax regulations governing REITs. Our stockholders, however, are generally required to pay taxes on REIT dividends and distributions. The Tax Act could impact our stock price or how our stockholders and potential investors view investing in REITs. For example, the decrease in corporate tax rates in the Tax Act could decrease the attractiveness of the REIT structure relative to companies that are not organized as REITs. In addition, while certain elements of the Tax Act do not impact us directly as a REIT, they could impact the geographic markets in which we operate as well as our landlords, transit franchise partners and customers in ways, both positive and negative, that are difficult to anticipate. Accordingly, there can be no assurance that the Tax Act will not have an adverse effect on our business, financial condition and results of operations.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Our principal executive offices, which we lease, are located at 405 Lexington Avenue, 17th Floor, New York, NY 10174. We and our subsidiaries also own and lease office and warehouse space throughout the United States and Canada. We consider our properties adequate for our present needs, and adequately covered by insurance.
In the United States 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 nine years, and usually provide renewal options. Our lease agreements generally allow us to use the land for the construction, repair and relocation of outdoor advertising structures, including all rights necessary to access and maintain the site. Approximately 68% of our outdoor advertising site leases will expire or be subject to renewal in the next 5 years, 21% will expire or be subject to renewal in 6 to 10 years and 11% will expire or be subject to renewal in more than 10 years. There is no significant concentration of outdoor advertising sites under any one lease or with any one landlord. An important part of our business activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions. For further information regarding our outdoor advertising sites and structures, see “Item 1. Business-Our Portfolio of Outdoor Advertising Structures and Sites” and “Item 1. Business-Renovation, Improvement and Development.”
Item 3.
Item 3. Legal Proceedings.
On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Shares of our common stock began trading on the New York Stock Exchange (“NYSE”) on March 28, 2014 under the ticker symbol “CBSO.” On November 20, 2014, in connection with our rebranding, shares of our common stock began trading on the NYSE under the ticker symbol “OUT”. Prior to March 28, 2014, there was no public market for our common stock.
The following table sets forth the historical high and low sales prices per share of our common stock as reported on the NYSE during the periods indicated, and the amount of dividends declared per share.
On February 26, 2018, the closing price of our common stock on the NYSE was $22.21 per share.
Holders
As of February 26, 2018, we had 231 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. 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 with the above modifications, we will be subject to U.S. federal income tax on our undistributed net taxable income. 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. We intend to pay regular quarterly distributions to our stockholders in an amount not less than 100% of our REIT taxable income (determined before the deduction for dividends paid). See “Item 1. Business-Tax Status.”
Distributions that we make will be authorized and determined by our board of directors in its sole discretion out of assets legally available therefor. While we anticipate maintaining relatively stable distribution(s) during each year, the amount, timing and frequency of distributions will be at the sole discretion of the board of directors, and distributions will be declared based upon various factors, including but not limited to: future taxable income, limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company), debt service requirements, our results of operations, our financial condition, our operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on our ability to use cash generated in the TRSs to fund distributions and applicable law. See “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources” and “Item 8. Financial Statements and Supplementary Data.” We may need to increase our borrowings in order to fund our intended
distributions. We expect that our distributions may exceed our net income, due, in part, to noncash expenses included in net income (loss).
We anticipate that our distributions generally will be taxable as ordinary income to our stockholders, although we may designate a portion of the distributions as qualified dividend income or capital gain dividends or a portion of the distributions may constitute a return of capital or be taxable as capital gain. We furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income dividends, return of capital, qualified dividends, income or capital gain dividends or non-dividend distributions. Approximately 84.5% of the dividends we distributed in 2017 should be considered ordinary income by our stockholders for tax purposes, approximately 1.3% should be considered a capital gain, and approximately 14.2% should be considered a return of capital. The capital gain distribution is subject to certain recapture provisions for both individual and corporate shareholders.
On February 22, 2017, we announced that our board of directors had authorized a quarterly cash dividend of $0.36 per share on our common stock, which was paid on March 31, 2017, to stockholders of record at the close of business on March 10, 2017.
On April 25, 2017, we announced that our board of directors had authorized a quarterly cash dividend of $0.36 per share on our common stock, which was paid on June 30, 2017, to stockholders of record at the close of business on June 9, 2017.
On July 25, 2017, we announced that our board of directors had authorized a quarterly cash dividend of $0.36 per share on our common stock, which was paid on September 29, 2017, to stockholders of record at the close of business on September 8, 2017.
On October 25, 2017, we announced that our board of directors had authorized a quarterly cash dividend of $0.36 per share on our common stock, which was paid on December 29, 2017, to stockholders of record at the close of business on December 8, 2017.
On February 27, 2018, we announced that our board of directors approved a quarterly cash dividend of $0.36 per share on our common stock, payable on March 30, 2018, to stockholders of record at the close of business on March 9, 2018.
Performance Graph
The information in this section, including the performance graph, shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
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 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 March 28, 2014, 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, 2017.
(a)
As of December 29, 2017, the S&P 500 Media Industry Index consists of the following companies: CBS Corporation; Charter Communications, Inc.; Comcast Corporation; Discovery Communications, Inc.; DISH Network Corporation; Interpublic Group of Companies Inc.; News Corporation; Omnicom Group Inc.; Scripps Networks Interactive, Inc.; Time Warner Inc.; Twenty-First Century Fox, Inc.; Viacom Inc.; and Walt Disney Company.
Unregistered Sales of Equity Securities
None.
Purchases of Equity Securities by the Issuer
Item 6.
Item 6. Selected Financial Data.
The following table sets forth our selected historical consolidated financial data for the periods presented. The selected historical consolidated statements of operations and cash flow data for each of the years ended December 31, 2017, 2016 and 2015 and the selected historical consolidated balance sheet data as of December 31, 2017 and 2016, have been derived from our audited consolidated financial statements for such years, which are included in this Annual Report on Form 10-K. The selected historical consolidated statements of operations and cash flow data for the years ended December 31, 2014 and 2013 and the selected historical consolidated balance sheet information as of December 31, 2015, 2014 and 2013 have been derived from our audited historical consolidated financial statements, which are not included in this Annual Report on Form 10-K.
Our historical consolidated financial data for 2013 have been presented on a “carve-out” basis from CBS’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to CBS’s Outdoor Americas operating segment and include allocations of expenses from CBS. These allocations reflect significant assumptions, and the selected historical consolidated financial information set forth below do not necessarily reflect what our results of operations, financial condition or cash flows would have been if we had operated as a stand-alone company during the periods presented, and, accordingly, such information should not be relied upon as an indicator of our future performance, financial condition or liquidity.
You should read the following information together with “Item 1A. Risk Factors,” “Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto in “Item 8. Financial Statements and Supplementary Data.” This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in “Item 1A. Risk Factors” and the “Cautionary Statement Regarding Forward-Looking Statements” section of this Annual Report on Form 10-K, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements.
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 three operating segments-(1) U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, (2) International and (3) Sports Marketing. International and Sports Marketing do not meet the criteria to be a reportable segment and accordingly, are both included in Other (see Item 8., Note 17. Segment Information to the Consolidated Financial Statements). Prior to April 1, 2016, our International segment included our advertising businesses in Canada and Latin America.
On April 1, 2016, we sold all of our equity interests in certain of our subsidiaries (the “Disposition”), which held all of the assets of our outdoor advertising business in Latin America. (See Item 8., Note 11. Acquisitions and Dispositions: Dispositions to the Consolidated Financial Statements.) The operating results of our outdoor advertising business in Latin America through April 1, 2016, are included in our Consolidated Financial Statements for 2016 and 2015, and are included in Other in our segment reporting.
Business
We are one of the largest providers of advertising space on out-of-home advertising structures and sites 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. and Canada. We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. In total, we have displays in all of the 25 largest markets in the U.S. and 140 markets in the U.S. and Canada. Our top market, high profile location focused portfolio includes sites such as the Bay Bridge in San Francisco, various locations along Sunset Boulevard in Los Angeles, and sites in and around both Grand Central Station and Times Square in New York. The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.”
Using Geopath, the out-of-home advertising industry’s audience measurement system, we provide advertisers with the size and demographic composition of the audience that is exposed to individual displays or a complete campaign. As part of our ON Smart Media platform, we are developing hardware and software solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go. Additionally, our OUTFRONT Mobile Network allows our customers to further leverage location targeting with interactive mobile advertising that uses geofence technology to push mobile ads to consumers within a pre-defined radius around a corresponding billboard display or other designated advertising location.
We believe out-of-home advertising continues to be an attractive form of advertising, as our displays are ALWAYS ON™, are always viewable and cannot be turned off, skipped, blocked or fast-forwarded. Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, creative design support, print production and post-campaign tracking and analytics, as well as use of a real-time mobile operations reporting system that facilitates proof of performance to customers for substantially all of our business.
U.S. Media. Our U.S. Media segment generated 23% of its revenues in the New York City metropolitan area in 2017, 25% in 2016 and 27% in 2015, and generated 16% in the Los Angeles metropolitan area in each of 2017 and 2016, and 15% in 2015. Our U.S. Media segment generated Revenues of $1,406.5 million in 2017, $1,393.8 million in 2016 and $1,344.3 million in 2015, and Operating income before Depreciation, Amortization, Net (gain) loss on dispositions, Stock-based compensation, Restructuring charges and Loss on real estate assets held for sale (“Adjusted OIBDA”) of $478.1 million in 2017, $473.8 million in 2016 and $451.1 million in 2015. (See the “Segment Results of Operations” section of this MD&A.)
Other (includes International and Sports Marketing). Other generated Revenues of $114.0 million in 2017, $120.1 million in 2016 and $169.5 million in 2015, and Adjusted OIBDA of $8.4 million in 2017, $17.8 million in 2016, and $24.3 million in 2015.
Economic Environment
Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control.
Business Environment
The outdoor advertising industry is fragmented, consisting of several companies operating on a national basis, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. We compete with these companies for customers, structures and display locations. We also compete with other media, including online, mobile and social media advertising platforms and traditional platforms such as, broadcast and cable television, radio, print media and direct mail marketers.
Increasing the number of digital displays in our most heavily trafficked 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 production costs. In addition, digital displays enable us to run multiple advertisements on each display. Digital billboard displays generate approximately four times more revenue per display on average than traditional static billboard displays. Digital billboard displays also incur, on average, approximately two to four times more costs, including higher variable costs associated with the increase in revenue than traditional static billboard displays. As a result, digital billboard displays generate higher profits and cash flows than traditional static billboard displays. The majority of our digital billboard displays were converted from traditional static billboard displays. In 2017, we commenced deployment of state-of-the-art digital transit displays in connection with several transit franchises and are planning to increase deployments significantly over the coming years. Once the digital transit displays have been deployed at scale, we expect that revenue generated on digital transit displays will be a multiple of the revenue generated on comparable static transit displays. 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. In 2017, we have built or converted 65 new digital billboard displays in the United States and 21 in Canada. Additionally, in 2017, we entered into marketing arrangements to sell advertising on 49 digital billboard displays in the U.S. and 26 in Canada. In 2017, we have built, converted or replaced 238 digital transit and other displays in the United States. The following table sets forth information regarding our digital displays.
(a)
Digital display amounts (1) include displays reserved for transit agency use and (2) exclude: (i) all displays under our multimedia rights agreements with colleges, universities and other educational institutions; (ii) 1,650 MetroCard vending machine digital screens; and (iii) 317 in-train advertising displays which are scheduled to be taken out of service permanently.
Our revenues and profits may 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 cut back on spending following the holiday shopping season.
We have a diversified base of customers across various industries. During 2017, our largest categories of advertisers were retail, healthcare/pharmaceuticals and television, each of which represented 8% of our total U.S. Media segment revenues. During 2016, our largest categories of advertisers were retail, television and healthcare/pharmaceuticals, which represented 9%, 8% and 7% of our total U.S. Media segment revenues, respectively. During 2015, our largest categories of advertisers were retail, television and healthcare/pharmaceuticals, which represented 10%, 8% and 7% of our total U.S. Media segment revenues, respectively.
Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. In 2017, we generated approximately 43% of our U.S. Media segment revenues from national advertising campaigns, compared to 46% in 2016 and 47% in 2015.
Our transit businesses require us to obtain and renew contracts with municipalities and other governmental entities. When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain or renew contracts.
In November 2014, we were informed that we were not successful in the renewal of the New York City phone kiosk contract which we obtained as part of the Acquisition and our operation of these kiosks ceased during the first quarter of 2015. In 2015, we generated revenue of $1.6 million related to these operations.
Our contracts with the New York Metropolitan Transportation Authority (the “MTA”) represented 53% of our U.S. Media segment transit and other revenues, or 17% of our total U.S. Media segment revenues, in 2017. On December 8, 2017, we entered into a transit advertising and communications concession agreement with the MTA for subway, commuter rail and buses for a 10-year term, with an additional 5-year extension at our option. Under the agreement, we are obligated to deploy over 50,000 digital displays for advertising and MTA communications across the transit system over a number of years, commencing in 2018, and the MTA is entitled to receive the greater of a percentage of revenues or a guaranteed minimum annual payment. Due to the change in the MTA’s revenue share percentage under the new agreement, we expect our transit franchise operating expenses to decline in year one of the new agreement as compared to prior historical periods, and gradually increase in subsequent years if our revenues increase over an annual base revenue amount. Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications screens throughout the transit system. Our currently estimated equipment deployment costs will be approximately $800 million for the full 15-year term and approximately $600 million for the first eight years of the term, and we anticipate these equipment deployment costs will be recorded as Prepaid lease and transit franchise costs and Intangible assets on our Consolidated Statement of Financial Position. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recovered, which could have an adverse effect on our business, financial condition and results of operation. We expect to utilize third party financing to fund equipment deployment costs, and have increased our letters of credit for the benefit of the MTA from approximately $30.0 million to $136.0 million, which is subject to change as equipment installations are completed and revenues are generated.
Key Performance Indicators
Our management reviews our performance by focusing on the indicators described below.
Several of our key performance indicators are not prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”). We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.
(a)
Organic revenues exclude revenues associated with significant acquisitions and divestitures, revenues associated with business lines we no longer operate, and the impact of foreign currency exchange rates (“non-organic revenues”). We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items. Our management believes organic revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. Since organic revenues are not calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Organic revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.
(b)
See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income to Adjusted OIBDA, Net income (loss) to FFO and AFFO and Revenues to organic revenues.
Adjusted OIBDA
We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation, restructuring charges and loss on real estate assets held for sale. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates.
FFO and AFFO
We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income (loss) adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs, the non-cash effect of loss on real estate assets held for sale and the same adjustments for our equity-based investments, as well as the related income tax effect of adjustments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes costs related to restructuring charges, as well as certain non-cash items, including non-real estate depreciation and amortization, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent and amortization of deferred financing costs, and the non-cash portion of income taxes, as well as the related income tax effect of adjustments, as applicable. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO, AFFO, and related per weighted average share amounts, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective
on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.
Since Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO and, as applicable, related per weighted average share amounts, 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), revenues and net income (loss) per common share for diluted earnings per share, the most directly comparable GAAP financial measures, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.
Reconciliation of Non-GAAP Financial Measures
The following table reconciles Operating income to Adjusted OIBDA, and Net income (loss) to FFO and AFFO.
(a)
Income tax effect related to Net gain on dispositions of billboard advertising structures.
(b)
Income tax effect related to Restructuring charges.
FFO in 2017 of $277.3 million decreased $3.1 million, or 1%, compared to 2016. AFFO in 2017 of $277.6 million decreased $16.9 million, or 6%, compared to 2016, primarily due to the impact of a reimbursement of historical tax payments received in 2016 from our former parent company, CBS Corporation, and lower depreciation and amortization, partially offset by higher net income.
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. Transit and other revenues are recognized as earned over the contract period.
2017 vs. 2016
(a)
Organic revenues exclude revenues associated with significant acquisitions and divestitures, and the impact of foreign currency exchange rates (“non-organic revenues”).
(b)
Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods. We provide constant dollar revenues to understand the underlying growth rate of revenue excluding the impact of changes in foreign currency exchange rates between periods, which are not under management’s direct control. Our management believes constant dollar revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. Since constant dollar revenues are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Constant dollar revenues, as we calculate them, may not be comparable to similarly titled measures employed by other companies.
Total revenues increased $6.6 million and organic revenues increased $8.4 million, or 1%, in 2017 compared to 2016. In constant dollars, revenues increased $5.4 million and organic revenues increased $8.4 million, or 1%, in 2017 compared to 2016.
Non-organic revenues primarily reflects acquisitions and dispositions.
Total billboard revenues decreased $12.0 million, or 1%, in 2017 compared to 2016, principally driven by a decrease in average revenue per display (yield), the net effect of new and lost billboards in the period, the impact of the Disposition and the impact of hurricanes in the Florida and Texas markets, partially offset by the conversion of traditional static billboard displays to digital billboard displays, higher proceeds from condemnations and the impact of the Transaction (as defined in the “Segments Results of Operations: Other” section of this MD&A). The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues. In constant dollars, billboard revenues decreased $13.0 million, or 1%, in 2017 compared to 2016.
The decrease in organic billboard revenues in 2017 compared to 2016, is due to a decrease in average revenue per display (yield), as discussed above, the net effect of new and lost billboards in the period, the impact of hurricanes in the Florida and Texas markets, and lower performance in Canada, partially offset by the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations.
Total transit and other revenues increased $18.6 million, or 4%, in 2017 compared to 2016, driven by the net effect of won and lost franchises in the period (primarily the Massachusetts Bay Transportation Authority (the “MBTA”)), partially offset by lower revenues in New York due to a decrease in average revenue per display (yield), and the impact of the Disposition. The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues.
The increase in organic transit and other revenues in the 2017 compared to 2016, is due to the net effect of won and lost franchises in the period (primarily the MBTA), partially offset by lower revenues in New York due to a decrease in average revenue per display (yield), as discussed above.
2016 vs. 2015
(a)
Organic revenues exclude revenues associated with significant acquisitions and divestitures, revenues associated with business lines we no longer operate, and the impact of foreign currency exchange rates (“non-organic revenues”).
(b)
Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods. We provide constant dollar revenues to understand the underlying growth rate of revenue excluding the impact of changes in foreign currency exchange rates between periods, which are not under management’s direct control. Our management believes constant dollar revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. Since constant dollar revenues are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Constant dollar revenues, as we calculate them, may not be comparable to similarly titled measures employed by other companies.
Total revenues increased $0.1 million and organic revenues increased $45.3 million, or 3%, in 2016 compared to 2015. In constant dollars, revenues increased $5.3 million and organic revenues increased $45.3 million, or 3%, in 2016 compared to 2015.
Non-organic revenues primarily reflect acquisitions and dispositions, and the discontinuation of business lines in 2015.
Total billboard revenues decreased $13.3 million, or 1%, in 2016 compared to 2015, principally driven by the impact of the Disposition, the effect of lost billboard leases in 2016, lower performance in Canada, foreign currency exchange losses of $4.6 million and the impact of the disposition of billboard advertising structures in the second quarter of 2015, partially offset by an increase in average revenue per display (yield) and the conversion of traditional static billboard displays to digital billboard displays. In constant dollars, billboard revenues decreased $8.7 million, or 1%, in 2016 compared to 2015.
Total transit and other revenues increased $13.4 million, or 3%, in 2016 compared to 2015, driven by stronger market conditions in local advertising, the impact of an acquisition and the net effect of won and lost franchises in 2016, partially offset by lower advertising revenue in the first quarter of 2016 from major sports entertainment events and the impact of the Disposition.
Expenses
*
Calculation is not meaningful.
Operating Expenses
Our operating expenses are composed of the following:
Billboard property lease expenses. These expenses reflect the cost of leasing the real property on which our billboards are mounted. These lease agreements have terms varying between one month and multiple years, and usually provide renewal options. Rental expenses are comprised of a fixed monthly amount and under certain agreements, also include contingent rent, which varies based on the revenues we generate from the leased site. The fixed portion of property leases are generally paid in advance for periods ranging from one to twelve months and expensed evenly over the contract term. Contingent rent is generally paid in arrears and is expensed as incurred when the related revenues are recognized.
Transit franchise expenses. These expenses reflect costs charged by municipalities and transit operators under transit advertising contracts and are generally calculated based on a percentage of the revenues we generate under the contract, with a minimum guarantee. The costs that are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and the minimum guarantee 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.
Billboard property lease expenses represented 35% of billboard revenues in 2017 and 34% in each of 2016 and 2015. The increase in billboard property lease costs in 2017 compared to 2016 was primarily due to an increase in Canada billboard property lease costs, primarily as a result of the impact of the Transaction, and an increase in U.S. Media segment billboard property lease costs, including a $1.5 million one-time true-up, partially offset by the impact of the Disposition (a decrease of $3.0 million compared to 2016). Excluding the impact of the Disposition in 2016, billboard property lease expenses increased 3% in 2017 compared to 2016. The decrease in billboard property lease expenses in 2016 compared to 2015 was primarily due to the impact of the Disposition (a decrease of $12.2 million compared to 2015) and lost billboard leases in 2016, partially offset by increases in billboard property lease expenses in our U.S. Media segment. Excluding the impact of the Disposition in 2016, billboard property lease expenses increased 2% in 2016 compared to 2015.
Transit franchise expenses represented 63% of transit revenues in each of 2017, 2016 and 2015. The increase in transit franchise expenses in 2017 compared to 2016 was primarily due to the increase in transit revenues, primarily from new
contracts (primarily the MBTA), partially offset by the impact of the Disposition (a decrease of $0.8 million compared to 2016). The increase in transit franchise expenses in 2016 compared to 2015 was primarily due to the increase in transit revenues, partially offset by the impact of the Disposition (a decrease of $3.6 million compared to 2015).
Billboard property lease and transit franchise expenses increased by $13.4 million in 2017 compared to 2016. Billboard property lease and transit franchise expenses decreased by $1.0 million in 2016 compared to 2015.
Posting, maintenance and other expenses as a percentage of Revenues were 15% in each of 2017 and 2016 and 16% in 2015. Posting, maintenance and other expenses increased $3.7 million, or 2%, in 2017 compared to 2016, primarily due to higher expenses related to our Sports Marketing operating segment, higher compensation and benefits-related costs, and the impact of hurricanes in the Florida and Texas markets, partially offset by the impact of the Disposition (a decrease of $5.0 million compared to 2016). Excluding the impact of the Disposition, posting, maintenance and other expenses increased 4% in 2017 compared to 2016. Posting, maintenance and other expenses decreased $14.0 million, or 6%, in 2016 compared to 2015, principally due to the impact of the Disposition (a decrease of $17.1 million compared to 2015). Excluding the impact of the Disposition, posting, maintenance and other expenses increased 1% in 2016 compared to 2015.
Selling, General and Administrative Expenses (“SG&A”)
SG&A expenses represented 17% of Revenues in each of 2017, 2016 and 2015. SG&A expenses decreased $3.1 million, or 1%, in 2017 compared to 2016, primarily due to lower professional fees and the impact of the Disposition (a decrease of $3.1 million compared to 2016), partially offset by higher expenses related to our Sports Marketing operating segment. Excluding the impact of the Disposition, SG&A expenses in 2017 were comparable to 2016. SG&A expenses increased $6.5 million, or 3%, in 2016 compared to 2015, primarily due to increased sales and other compensation-related expenses and one-time professional fees in 2016 of $3.8 million associated with implementing initiatives to improve our cost base and pricing/yield management, partially offset by the impact of the Disposition (a decrease of $11.5 million compared to 2015), lower administrative costs and non-recurring legal expenses in 2015 of $5.2 million. Excluding the impact of the Disposition, SG&A expenses increased 7% in 2016 compared to 2015.
Restructuring Charges
In 2017, we recorded restructuring charges of $6.4 million for severance charges primarily associated with the Transaction. In 2016, we recorded restructuring charges of $2.5 million for severance charges associated with the reorganization of our sales management and administrative functions. In 2015, we recorded restructuring charges of $2.6 million associated with the elimination of management positions and the elimination of positions in connection with the sale of assets and the consolidation of leased locations.
Loss on Real Estate Assets Held for Sale
In connection with the Disposition, the assets of our outdoor advertising business in Latin America had been classified as Assets held for sale on the Consolidated Statement of Financial Position as of December 31, 2015. It is required that we measure assets held for sale at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell. The impact of including unrecognized foreign currency translation adjustment losses in the carrying value of assets held for sale resulted in a non-cash loss on real estate assets held for sale of approximately $1.3 million in 2016 and $103.6 million in 2015. Upon completion of the Disposition in 2016, the unrecognized foreign currency translation adjustment loss was reclassified to earnings from Accumulated other comprehensive loss on the Consolidated Statement of Financial Position.
Net (Gain) Loss on Dispositions
Net gain on dispositions was $14.3 million in 2017, which includes a gain of $14.1 million from the acquisition of digital billboards in the Boston, Massachusetts, DMA in exchange for static billboards in four non-metropolitan market clusters, and $1.9 million in 2016. Net loss on dispositions in 2015 was $0.7 million.
Depreciation
Depreciation decreased $19.2 million, or 18%, in 2017 compared to 2016, due primarily to the increase in fully-depreciated advertising billboards and the impact of the Disposition, partially offset by higher depreciation associated with the increased number of digital billboards. Depreciation decreased $4.8 million, or 4%, in 2016 compared to 2015, due primarily to the impact of the Disposition, partially offset by higher depreciation associated with the increased number of digital billboards. Both digital and static billboards are depreciated over an estimated useful life of 5 years to 20 years.
Amortization
Amortization decreased $15.2 million, or 13%, in 2017 compared to 2016, principally driven by lower amortization of intangible assets. Amortization decreased $0.1 million in 2016 compared to 2015, principally driven by lower amortization of intangible assets, partially offset by increased direct lease acquisition costs in 2016 compared to 2015. Amortization expense includes the amortization of direct lease acquisition costs of $40.0 million in 2017, $38.2 million in 2016 and $36.3 million in 2015. Capitalized direct lease acquisition costs were $40.4 million in 2017, $38.0 million in 2016 and $36.3 million in 2015.
Interest Expense
Interest expense, net, was $116.9 million (including $6.1 million of deferred financing costs) in 2017, $113.8 million (including $6.4 million of deferred financing costs) in 2016 and $114.8 million (including $6.3 million of deferred financing costs) in 2015.
Provision for Income Taxes
The Provision for income taxes was $4.1 million (including a $2.1 million effect from the Tax Cuts and Jobs Act on net deferred tax assets) in 2017 and $5.4 million in each of 2016 and 2015. Excluding the Loss on real estate assets held for sale of $103.6 million in 2015, the effective income tax rate was 3.3% for 2017, 5.9% for 2016 and 7.2% for 2015.
Net Income (Loss)
Net income was $125.8 million in 2017, an increase of $34.9 million compared to 2016, primarily due to lower depreciation and amortization, a gain of $14.1 million from the acquisition of digital billboards in the Boston, Massachusetts, DMA in exchange for static billboards in four non-metropolitan market clusters, lower professional fees and the impact of the Disposition. In 2016, Net income was $90.9 million compared to a Net loss of $29.4 million in 2015, primarily due to the impact of the Disposition, and a Loss on real estate assets held for sale and non-recurring legal expenses in 2015, partially offset by higher sales and other compensation-related expenses and one-time professional fees in 2016 of $3.8 million associated with implementing initiatives to improve our cost base and pricing/yield management.
Segment Results of Operations
We present Adjusted OIBDA as the primary measure of profit and loss for our operating segments in accordance with Financial Accounting Standards Board (the “FASB”) guidance for segment reporting. (See the “Key Performance Indicators” section of this MD&A and Item 8., Note 18. Segment Information to the Consolidated Financial Statements.)
As of April 1, 2016, we manage our operations through three operating segments-(1) U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, (2) International and (3) Sports Marketing. International and Sports Marketing do not meet the criteria to be a reportable segment and accordingly, are both included in Other. Our segment reporting therefore includes U.S. Media and Other.
The following table presents our Revenues, Adjusted OIBDA, Operating income (loss) and Depreciation and Amortization by segment, in 2017, 2016 and 2015. Historical financial information by reportable segment has been recast to reflect the current year’s presentation. On April 1, 2016, we completed the Disposition. Historical operating results for our advertising business in Latin America are included in Other.
(a)
Stock-based compensation is classified as Corporate expense.
U.S. Media
2017 vs. 2016
*
Calculation not meaningful.
(a)
Organic revenues exclude revenues associated with significant acquisitions and divestitures (“non-organic revenues”).
Total U.S. Media segment revenues increased $12.7 million, or 1%, and U.S. Media segment organic revenues increased $11.3 million, or 1%, in 2017 compared to 2016. Non-organic revenues primarily reflect an acquisition.
Total U.S. Media segment revenue grew in 2017 compared to 2016, reflecting the net effect of won and lost franchises in the period (primarily the MBTA), the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations, partially offset by a decrease in average revenue per display (yield) in billboards and transit, the net effect of new and lost billboards in the period, and the impact of hurricanes in the Florida and Texas markets. We generated approximately 43% in 2017 and 46% in 2016 of our U.S. Media segment revenues from national advertising campaigns. We have seen a softening of advertising revenues from national accounts across a variety of industry categories, primarily automotive, travel/leisure and retail.
Revenues from U.S. Media segment billboards decreased $7.7 million, or 1%, in 2017 compared to 2016, reflecting a decrease in average revenue per display (yield), the net effect of new and lost billboards in the period, and the impact of hurricanes in the Florida and Texas markets, partially offset by the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations. The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues.
Organic revenues from U.S. Media segment billboards decreased $9.2 million, or 1%, in 2017 compared to 2016, primarily due to a decrease in average revenue per display (yield), as discussed above, the net effect of new and lost billboards in the period, and the impact of hurricanes in the Florida and Texas markets, partially offset by the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations.
Transit and other revenues in the U.S. Media segment increased $20.4 million, or 5%, in 2017 compared to 2016, reflecting the net effect of won and lost franchises in the period (primarily the MBTA), partially offset by lower revenues in New York due to a decrease in average revenue per display (yield). The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues.
Organic transit and other revenues in the U.S. Media segment increased $20.5 million, or 5%, in 2017 compared to 2016, reflecting the net effect of won and lost franchises in the period (primarily the MBTA), partially offset by lower revenues in New York due to a decrease in average revenue per display (yield), as discussed above.
U.S. Media segment operating expenses increased $15.2 million, or 2%, in 2017 compared to 2016, primarily due to increased transit franchise expenses resulting from an increase in transit revenues, primarily from new contracts, increased billboard property lease costs, including a $1.5 million one-time true-up, and higher compensation and benefits-related costs. In the U.S. Media segment, billboard property lease expenses represented 35% of billboard revenues in 2017 and 34% in 2016, and transit franchise expenses represented 63% of transit revenues in each of 2017 and 2016. U.S. Media segment SG&A expenses decreased $6.8 million, or 4%, in 2017 compared to 2016, primarily due to lower professional fees.
U.S. Media segment Adjusted OIBDA increased $4.3 million, or 1%, in 2017 compared to 2016.
2016 vs. 2015
*
Calculation not meaningful.
(a)
Organic revenues exclude revenues associated with significant acquisitions and divestitures, and revenues associated with business lines we no longer operate (“non-organic revenues”).
Total U.S. Media segment revenues increased $49.5 million, or 4%, and U.S. Media segment organic revenues increased $42.0 million, or 3%, in 2016 compared to 2015.
Non-organic revenues primarily reflect acquisitions and dispositions, and revenues associated with business lines we no longer operate.
Total U.S. Media segment revenue grew in 2016 compared to 2015, reflecting stronger market conditions in local advertising, an increase in average revenue per display (yield) in billboards, growth attributable to the conversion of traditional static billboard displays to digital billboard displays and the impact of an acquisition, partially offset by the impact of the disposition of billboard advertising structures in the second quarter of 2015, the loss of the New York City phone kiosk contract in the first quarter of 2015, the net impact of won and lost billboard leases and franchises in 2016, and lower advertising revenue in the first quarter of 2016 from major sports entertainment events. We generated approximately 45% in 2016 and 47% in 2015 of our U.S. Media segment revenues from national advertising campaigns.
Revenues from U.S. Media segment billboards increased $35.8 million, or 4%, in 2016 compared to 2015, primarily reflecting stronger market conditions in local advertising, an increase in average revenue per display (yield) and the conversion of traditional static billboard displays to digital billboard displays, partially offset by the impact of lost billboard leases in 2016 and the disposition of billboard advertising structures in the second quarter of 2015.
Organic revenues from U.S. Media segment billboards increased $33.2 million in 2016 compared to 2015, primarily due to an increase in average revenue per display (yield) and the conversion of traditional static billboard displays to digital billboard displays, partially offset by the impact of lost low-margin billboard leases in 2016.
Transit and other revenues in the U.S. Media segment increased $13.7 million, or 4%, in 2016 compared to 2015, reflecting stronger market conditions in local advertising, the net effect of won and lost franchises in 2016 and the impact of an acquisition, partially offset by lower advertising revenue in the first quarter of 2016 from major sports entertainment events.
Organic transit and other revenues in the U.S. Media segment increased $8.8 million, or 2%, in 2016 compared to 2015. This increase was driven by the net effect of won and lost franchises.
U.S. Media segment operating and SG&A expenses increased $16.9 million and $9.9 million, or 2% and 6%, respectively, in 2016 compared to 2015, primarily due to higher billboard property lease expenses, increased transit franchise expenses resulting from an increase in transit revenues, increased sales and other compensation-related expenses, increased strategic business development expenses of $3.3 million and higher professional fees of $2.4 million, partially offset by lost billboard leases in 2016 and lower administrative costs. In the U.S. Media segment, billboard property lease expenses represented 34% of billboard revenues in each of 2016 and 2015, and transit franchise expenses represented 63% of transit revenues in each of 2016 and 2015.
U.S. Media segment Adjusted OIBDA increased $22.7 million in 2016 compared to 2015.
Other
2017 vs. 2016
*
Calculation is not meaningful.
(a)
Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods.
On June 13, 2017, certain subsidiaries of OUTFRONT Media Inc. acquired the equity interests of certain subsidiaries of All Vision LLC (“All Vision”), which hold substantially all of All Vision’s existing outdoor advertising assets in Canada, and effectuated an amalgamation of All Vision’s Canadian business with our Canadian business (the “Transaction”).
Total Other revenues decreased $6.1 million, or 5%, in 2017 compared to 2016, reflecting the impact of the Disposition (a decrease of $11.4 million), partially offset by the impact of the Transaction. In constant dollars, total Other revenues in 2017 decreased 6% compared to 2016, driven by the impact of the Disposition (a decrease of $11.4 million), partially offset by the impact of the Transaction.
Other operating expenses increased $1.9 million, or 2%, in 2017 compared to 2016, driven by higher expenses related to renewed contracts in our Sports Marketing operating segment, the impact of the Transaction and foreign currency exchange rates, partially offset by the impact of the Disposition (a decrease of $8.8 million). Other SG&A expenses increased $1.4 million, or 6%, in 2017 compared to 2016, primarily driven by higher expenses related to our Sports Marketing operating segment, the impact of the Transaction and foreign currency exchange rates, partially offset by the impact of the Disposition (a decrease of $3.1 million).
Other Adjusted OIBDA decreased $9.4 million, or 53%, in 2017 compared to 2016, primarily driven by our Sports Marketing operating segment and lower performance in Canada, partially offset by the impacts of both the Transaction and the Disposition. In constant dollars, Other Adjusted OIBDA decreased $9.4 million, or 53%, in 2017 compared to 2016.
2016 vs. 2015
*
Calculation is not meaningful.
(a)
Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods.
Total Other revenues decreased $49.4 million, or 29%, in 2016 compared to 2015. In constant dollars, total Other revenues in 2016 decreased 27% compared to 2015, driven by the impact of the Disposition (a decrease of $47.5 million) and lower performance in Canada of 3%, partially offset by stronger results in our Sports Marketing operating segment.
Other operating expenses decreased $31.9 million, or 29%, in 2016 compared to 2015, driven by the impact of the Disposition (a decrease of $32.9 million), partially offset by higher expenses related to our Sports Marketing operating segment. Other SG&A expenses decreased $11.0 million, or 32%, in 2016 compared to 2015, primarily driven by the impact of the Disposition (a decrease of $11.2 million), foreign currency exchange rates and lower expenses in Canada, partially offset by higher expenses related to our Sports Marketing operating segment.
Other Adjusted OIBDA decreased $6.5 million, or 27%, in 2016 compared to 2015, primarily driven by the impact of the Disposition and lower performance in Canada. In constant dollars, Other Adjusted OIBDA decreased $6.6 million, or 27%, in 2016 compared to 2015.
Corporate
Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding stock-based compensation, were $42.4 million in 2017, $42.6 million in 2016 and $37.8 million in 2015. Corporate expenses in 2017 decreased slightly compared to 2016, primarily reflecting lower professional fees, partially offset by costs incurred in connection with the Amendment (as defined in the “Liquidity and Capital Resources” section of this MD&A). The increase in corporate expenses in 2016 compared to 2015 primarily reflects increased compensation-related expenses and one-time professional fees in 2016 of $3.8 million associated with implementing initiatives to improve our cost base and pricing/yield management, partially offset by non-recurring legal expenses in 2015 of $5.2 million.
Liquidity and Capital Resources
*
Calculation is not meaningful.
We continually project anticipated cash requirements for our operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. Due to seasonal advertising patterns and influences on advertising markets, our revenues and operating income are typically highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers cut back on spending following the holiday shopping season. Further, certain of our municipal transit contracts, as well as our marketing and multimedia rights agreements with colleges and universities, require guaranteed minimum annual payments to be paid at the beginning of the year.
Our short-term cash requirements primarily include payments for operating leases, guaranteed minimum annual payments, capital expenditures, equipment deployment costs, interest and dividends. Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowing capacity under the Revolving Credit Facility (as defined below), the AR Facility (as defined below) or other secured credit facilities that we may establish.
In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions could be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.
Our long-term cash needs include principal payments on outstanding indebtedness and commitments related to operating leases and franchise and other agreements, including any related guaranteed minimum annual payments, and equipment deployment
costs. Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowing capacity under the Revolving Credit Facility or other secured credit facilities that we may establish.
Our decline in working capital during 2017 is due to short-term borrowings primarily used to finance the Transaction and due to the change in timing of transit franchise payments to the MTA under the short-term extension of our previous contracts for transit advertising services.
Under the MTA agreement, we are obligated to deploy over 50,000 digital displays for advertising and MTA communications across the transit system over a number of years, commencing in 2018, and the MTA is entitled to receive the greater of a percentage of revenues or a guaranteed minimum annual payment. Due to the change in the MTA’s revenue share percentage under the current agreement, we expect our transit franchise operating expenses to decline in year one of the current agreement as compared to prior historical periods, and gradually increase in subsequent years if our revenues increase over an annual base revenue amount. Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications screens throughout the transit system. Our currently estimated equipment deployment costs will be approximately $800 million for the full 15-year term and approximately $600 million for the first eight years of the term, and we anticipate these equipment deployment costs will be recorded as Prepaid lease and transit franchise costs and Intangible assets on our Consolidated Statement of Financial Position. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recovered, which could have an adverse effect on our business, financial condition and results of operation. We expect to utilize third party financing to fund equipment deployment costs, and have increased our letters of credit for the benefit of the MTA from approximately $30.0 million to $136.0 million, which is subject to change as equipment installations are completed and revenues are generated. For the full year of 2018, we expect our equipment deployment costs to be approximately $100.0 million.
As of December 31, 2017, we had total indebtedness of approximately $2.3 billion.
On February 27, 2018, we announced that our board of directors approved a quarterly cash dividend of $0.36 per share on our common stock, payable on March 30, 2018, to stockholders of record at the close of business on March 9, 2018.
Debt
Debt, net, consists of the following:
On March 16, 2017, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (together with Finance LLC, the “Borrowers”), and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to its credit agreement and its related security agreement, each dated January 31, 2014 (together, and as amended, supplemented or otherwise modified, the “Credit Agreement”).
The Amendment provides for (i) the extension of the maturity date of the Borrowers’ existing revolving credit facility (the “Revolving Credit Facility”) from January 31, 2019, to March 16, 2022, (ii) the extension of the maturity date of the Borrowers’ existing term loan (the “Term Loan” and together with the Revolving Credit Facility, the “Senior Credit Facilities”) from January 31, 2021, to March 16, 2024, (iii) an increase to the Revolving Credit Facility by $5.0 million to $430.0 million, (iv) the incurrence of a $10.0 million incremental term loan primarily to cover transaction fees and expenses, which increases the outstanding principal balance of the Term Loan to $670.0 million, and (v) revisions to certain provisions of the Credit Agreement to, among other things, lower the interest rate floor for all loans to 0.0% and update covenants for greater operational and financial flexibility to the Company (including incurrence of additional indebtedness), as well as include other ministerial changes to the Credit Agreement. The remaining terms of the Credit Agreement, as amended by the Amendment, are substantially the same as the terms under the existing Credit Agreement, including with respect to events of default and loan acceleration. The letter of credit sublimit that is part of the Revolving Credit Facility under the Credit Agreement remains at $100.0 million.
On November 17, 2017, the Company, the Borrowers and other guarantor subsidiaries party thereto entered into another amendment to the Credit Agreement to reduce the interest rate margin applicable to the Term Loan from 1.25% to 1.00%, in the case of base rate borrowings, and from 2.25% to 2.00% in the case of London Interbank Offered Rate borrowings. The remaining terms of the Credit Agreement, as amended, are substantially the same as the terms under the existing Credit Agreement, including with respect to events of default and loan acceleration.
On June 30, 2017, certain subsidiaries of the Company entered into a three-year $100.0 million revolving accounts receivable securitization facility (the “AR Facility”).
Term Loan
The interest rate on the Term Loan was 3.6% per annum as of December 31, 2017. As of December 31, 2017, a discount of $2.2 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.
Revolving Credit Facility
As of December 31, 2017, 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 $1.5 million in 2017, $1.8 million in 2016 and $1.9 million in 2015. As of December 31, 2017, we had issued letters of credit totaling approximately $88.6 million against the letter of credit facility sublimit under the Revolving Credit Facility.
Standalone Letter of Credit Facilities
As of December 31, 2017, we had issued letters of credit totaling approximately $119.5 million under our aggregate $150.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities in 2017, 2016 and 2015, were immaterial.
Accounts Receivable Securitization Facility
On June 30, 2017, we entered into the AR Facility. The AR Facility provides up to $100.0 million in borrowing capacity, which is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the AR Facility. In connection with the AR Facility, Outfront Media LLC, a wholly-owned subsidiary of the Company, will sell and/or contribute its existing and future accounts receivable and certain related assets to Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company (the “SPV”). The SPV will transfer an undivided interest in the accounts receivable to certain purchasers from time to time (the “Purchasers”). Outfront Media LLC will service the accounts receivables on behalf of the SPV for a fee. The SPV has granted the Purchasers a security interest in all of its assets, which primarily consist of the accounts receivable relating to the Company’s qualified REIT subsidiaries, in order to secure its obligations under the agreements governing the AR Facility. The Company has agreed to guarantee the performance of Outfront Media LLC, in its capacity as originator and servicer, of its obligations under the agreements governing the AR Facility. Neither Outfront Media LLC nor the SPV guarantees the collectability of the receivables under the AR Facility. In addition, the SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to the Company. Accordingly, the SPV’s assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPV may be remitted to the Company.
The AR Facility is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our Consolidated Statements of Financial Position, (ii) our Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable (a component of selling, general and administrative expenses) and interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows.
As of December 31, 2017, there were $80.0 million of outstanding borrowings under the AR Facility at a borrowing rate of approximately 2.3%, which were primarily used to repay previously outstanding amounts under the Revolving Credit Facility. As of December 31, 2017, the total borrowing capacity remaining under the AR Facility was approximately $14.9 million based on approximately $192.2 million of eligible accounts receivable used as collateral for the AR Facility. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial in 2017. As of February 26, 2018, there were $55.0 million of outstanding borrowings under the AR Facility at a borrowing rate of approximately 2.4%.
Senior Unsecured Notes
As of December 31, 2017, a discount of $0.4 million on $150.0 million aggregate principal amount of the 5.250% Senior Unsecured Notes due 2022, remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.
As of December 31, 2017, a premium of $2.6 million on $100.0 million aggregate principal amount of the 5.625% Senior Unsecured Notes, due 2024, remains unamortized. The premium is being amortized through Interest expense, net, on the Consolidated Statement of Operations.
Debt Covenants
The Credit Agreement governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that limit the Company’s and our subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Finance LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions, and (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers.
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 4.0 to 1.0. As of December 31, 2017, our Consolidated Net Secured Leverage Ratio was 1.4 to 1.0, as adjusted to give pro forma effect to an acquisition, in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we maintain a Consolidated Total
Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of December 31, 2017, our Consolidated Total Leverage Ratio was 4.7 to 1.0, as adjusted to give pro forma effect to an acquisition, in accordance with the Credit Agreement. As of December 31, 2017, we are in compliance with our debt covenants.
Deferred Financing Costs
As of December 31, 2017, we had deferred $29.4 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on the Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.
At-the-Market Equity Offering Program
On November 21, 2017, we entered into a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. As of February 26, 2018, no shares of our common stock have been sold under the ATM Program and accordingly, as of February 26, 2018, $300.0 million remained available to be sold under the sales agreement.
Cash Flows
The following table sets forth our cash flows in 2017, 2016 and 2015.
*
Calculation is not meaningful.
Cash provided by operating activities decreased $37.8 million in 2017 compared to 2016, principally as a result of the timing of payments made under the MTA agreement and lower net income, as adjusted for non-cash items. As a result of a change in the payment terms under the extensions to our previous MTA contracts, during 2017, we made payments to the MTA for percentage of revenues transit franchise fees due in excess of the guaranteed minimum payments related to both 2016 and 2017. The additional payment made in 2017 was $20.9 million. Additionally, we incurred $4.7 million of equipment deployment costs that are expected to be recouped against future revenues under the terms of our new MTA agreement and are recorded as a prepaid expense as of December 31, 2017. Cash provided by operating activities decreased $6.0 million in 2016 compared to 2015, due primarily to the timing of interest payments on our debt and the timing of commissions and other expense payments, partially offset by higher net income, as adjusted for non-cash items.
Cash used for investing activities increased $98.6 million in 2017 compared to 2016 and decreased $25.7 million in 2016 compared to 2015. In 2017, we completed several acquisitions for total cash payments of approximately $70.1 million, incurred $70.8 million in capital expenditures and received $5.6 million in proceeds from dispositions. In 2016, we completed several acquisitions for a total purchase price of approximately $67.9 million, incurred $59.4 million in capital expenditures and received $90.6 million in proceeds from dispositions, primarily related to the Disposition. In 2015, we incurred $59.2 million in capital expenditures, completed several acquisitions for a total purchase price of approximately $12.1 million and received $8.9 million in proceeds from dispositions, primarily related to the disposition of substantially all of our assets in Puerto Rico.
The following table presents our capital expenditures in 2017, 2016 and 2015.
Capital expenditures increased $11.4 million, or 19%, in 2017 compared to 2016, driven by an increase in digital billboard and/or transit display spending. Capital expenditures increased $0.2 million in 2016 compared to 2015, driven by installation of the most current LED lighting technology to improve the quality and extend the life of our static billboards and an increase in digital display spending, partially offset by decreased expenditures related to the Disposition and the renovation of certain office facilities.
For the full year of 2018, we expect our capital expenditures to be approximately $75.0 million, which will be used primarily for maintenance, growth in digital displays, installation of the most current LED lighting technology to improve the quality and extend the life of our static billboards, and to renovate certain office facilities. This estimate does not include equipment deployment costs that will be incurred in connection with the MTA agreement, which we anticipate will be recorded as Prepaid lease and transit franchise costs and Intangible assets on our Consolidated Statement of Financial Position, as applicable. For the full year of 2018, we expect our equipment deployment costs to be approximately $100.0 million.
Cash used for financing activities decreased $155.0 million in 2017 compared to 2016 and increased $137.9 million in 2016 compared to 2015. In 2017, we drew net borrowings of $80.0 million on our short-term borrowing facilities, received net proceeds from an incremental borrowing on our Term Loan of $8.3 million, paid cash dividends of $201.8 million and incurred additional deferred financing costs of $8.5 million. In 2016, we paid cash dividends $188.6 million and made discretionary payments totaling $90.0 million on the Term Loan. In 2015, we paid cash dividends of $196.3 million, prepaid $50.0 million on the Term Loan and incurred debt, including a premium, of $103.8 million.
Cash paid for income taxes was $6.8 million in 2017, $1.2 million in 2016 and $5.8 million in 2015. The increase in 2017 was due primarily to higher income from taxable REIT subsidiaries in 2017 and the impact of a reimbursement of historical tax payments received in 2016 from our former parent company, CBS Corporation.
Contractual Obligations
As of December 31, 2017, our significant contractual obligations and payments due by period were as follows:
(a)
We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment. Franchise rights are generally paid monthly, or in some cases upfront at the beginning of the year.
(b)
We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. Under most of these agreements, the school is entitled to receive the greater of a percentage of the relevant revenue, net of agency commissions, or a specified guaranteed minimum annual payment.
(c)
Consists of non-cancellable operating leases with terms in excess of one year for billboard sites, office space and equipment. Total future minimum payments of $1.1 billion include $1.0 billion for our billboard sites. Excludes rent on cancellable leases and leases with terms of under one year, as well as contingent rent.
(d)
As of December 31, 2017, we had long-term debt of approximately $2.2 billion. Interest on the Term Loan is variable. For illustrative purposes, we are assuming an interest rate of 3.6% for all years, which reflects the interest rate as of December 31, 2017. An increase or decrease of 1/4% in the interest rate will change the annual interest expense by $1.7 million.
The above table excludes $0.6 million of reserves for uncertain tax positions and the related accrued interest and penalties, as we cannot reasonably predict the amount of and timing of cash payments related to this obligation.
In 2018, we expect to contribute $2.5 million to our pension plans. Contributions to our pension plans were $2.0 million in 2017 and $2.0 million in each of 2016 and 2015.
For further information about our contractual obligations, including the MTA agreement, see Item 8, Note 16. Commitments and Contingencies to the Consolidated Financial Statements.
Off-Balance Sheet Arrangements
Our off-balance sheet commitments primarily consist of operating lease arrangements and guaranteed minimum annual payments. (See Item 8, Note 16. Commitments and Contingencies to the Consolidated Financial Statements for information about our off-balance sheet commitments.)
Critical Accounting Policies
The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, we evaluate these estimates, which are based on historical experience and on various assumptions that we believe are reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions.
We consider the following accounting policies to be the most critical as they are significant to its 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.
Goodwill
We test goodwill for impairment on an annual basis on October 31 of each year and between annual tests should factors or indicators become apparent that would require an interim test. Goodwill is tested for impairment at the reporting-unit level. We elected to perform the two-step quantitative impairment test in 2017 and 2016.
The first step of the goodwill impairment test examines whether the carrying value of a reporting unit exceeds its fair value. We compute the estimated fair value of each reporting unit by adding the present value of the estimated annual cash flows over a discrete projection period to the residual value of the business at the end of the projection period. This technique requires us to use significant estimates and assumptions such as growth rates, operating margins, capital expenditures and discount rates. The estimated growth rates, operating margins and capital expenditures for the projection period are based on our internal forecasts of future performance as well as historical trends. The residual value is estimated based on a perpetual nominal growth rate, which is based on projected long-range inflation and long-term industry projections. The discount rates are determined based on the weighted average cost of capital of comparable entities. A downward revision of these assumptions would decrease the fair values of our reporting units.
If the fair value of a reporting unit falls below its carrying value, excluding any impacts from foreign currency translation adjustments reflected in Accumulated other comprehensive loss on the Consolidated Statement of Financial Position in conformity with GAAP, we would then perform the second step of the goodwill impairment test to determine the amount of any non-cash impairment charge. Such a charge could have a material effect on our consolidated statement of operations and consolidated statement of financial position.
The estimated fair value of our reporting units significantly exceeded their respective carrying values, except for our Canadian reporting unit, for which the fair value exceeded the carrying amount by approximately 2.9%. As of December 31, 2017, goodwill associated with our Canadian reporting unit was $68.1 million.
Revenue in this reporting unit is projected to grow 15.7% in 2018 before trending down to 2.5% in the terminal period. These increases are due to the impact of the Transaction and specific digital billboard display development projects. Our revenue
projections include the successful conversion or new development of approximately 70 digital displays between 2018 and 2020. Our operating costs are expected to decline as a percentage of revenue over the next two years, principally due to the expiration of an unfavorable transit contract, after which point costs are projected to grow in line with revenue. We utilized a discount rate of 8.8%.
We performed a sensitivity analysis to determine how our assumptions impact the impairment assessment. Our plan to grow revenues is highly dependent on our ability to deliver projected results on the assets acquired in the Transaction and to execute on the digital development projects. The inability to fully execute those plans would result in an impairment. In addition, holding all other assumptions constant, an increase in the discount rate to 9.0% or above would result in an impairment.
While these projections supported no impairment of goodwill in this reporting unit, given the sensitivities to the assumptions used in the calculation of the projected cash flows, it is possible that an impairment could be incurred in the future.
Long-Lived Assets
We report long-lived assets, including billboard advertising structures, other property, plant and equipment and intangible assets, at historical cost less accumulated depreciation and amortization. We depreciate or amortize these assets over their estimated useful lives, which generally range from five to 40 years. For billboard advertising structures, we estimate the useful lives based on the estimated economic life of the asset. Transit fixed assets are depreciated over the shorter of their estimated useful lives or the related contractual term. Our long-lived identifiable intangible assets primarily consist of acquired permits and leasehold agreements and franchise agreements, which grant us the right to operate out-of-home advertising structures in specified locations and the right to provide advertising displays on railroad and municipal transit properties. Our long-lived identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives, which is the respective life of the agreement and in some cases includes an estimation for renewals, which is based on historical experience.
Long-lived assets subject to depreciation and amortization are also reviewed for impairment when events and circumstances indicate that the long-lived asset might be impaired, by comparing the forecasted undiscounted cash flows to be generated by those assets to the carrying values of those assets. 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.
Long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the respective asset’s carrying value, excluding any impacts from foreign currency translation adjustments reflected in Accumulated other comprehensive loss on the Consolidated Statement Financial Position in conformity with GAAP. The amount of impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset and recognized as a non-cash charge. Long-lived assets held for sale are required to be measured at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell.
Asset Retirement Obligation
We record an asset retirement obligation for our estimated future legal obligation, upon termination or nonrenewal of a lease, associated with removing structures from the leased property and, when required by the contract, the cost to return the leased property to its original condition. These obligations are recorded at their present value in the period in which the liability is incurred and are capitalized as part of the related assets’ carrying value. Accretion of the liability is recognized in selling, general and administrative expenses and the capitalized cost is depreciated over the expected useful life of the related asset. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The significant assumptions used in estimating the asset retirement obligation include the cost of removing the asset, the cost of remediating the leased property to its original condition where required and the timing and number of lease renewals, all of which are estimated based on historical experience.
Income Taxes
Income taxes are accounted for under the asset and liability method of accounting. Deferred income tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized.
We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). (See Item 1. Business-Tax Status). Accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and our foreign subsidiaries, as taxable REIT subsidiaries (“TRSs”). As such, we have provided for their federal, state and foreign income taxes.
Accounting Standards
See Item 8., Note 2. Summary of Significant Accounting Policies to the Consolidated Financial Statements, for information about adoption of new accounting standards and recent accounting pronouncements.
Item 7A.
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. Commodity price risk is present in electricity costs associated with powering our digital billboard displays and lighting our traditional static billboard displays at night.
We do not currently use derivatives or other financial instruments to mitigate our exposure to commodity price risk. However, we do enter into contracts with commodity providers to limit our exposure to commodity price fluctuations. For the year ended December 31, 2017, such contracts accounted for 13.5% of our total utility costs. As of December 31, 2017, we had active electricity purchase agreements with fixed contract rates for locations throughout Connecticut, Illinois, New Jersey, New York, Pennsylvania, Ohio and Texas, which expire at various dates until July 2018.
Foreign Exchange Risk
Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating our Canadian business’ statements of earnings and statements of financial position from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. 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. As of December 31, 2017, we have $1.9 million of unrecognized foreign currency translation gains included within Accumulated other comprehensive income on our Consolidated Statement of Financial Position.
Substantially all of our transactions at our Canadian subsidiary is denominated in their local functional currency, thereby reducing our risk of foreign currency transaction gains or losses.
We do not currently use derivatives or other financial instruments to mitigate foreign currency risk, although we may do so in the future.
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.
As of December 31, 2017, we had a $670.0 million variable-rate Term Loan due 2024 outstanding, which has an interest rate of 3.6% 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 $1.7 million.
As of December 31, 2017, we had $80.0 million of outstanding borrowings under our variable rate AR Facility, at a borrowing rate of approximately 2.3%. 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. As of February 26, 2018, there were $55.0 million of outstanding borrowings under the AR Facility at a borrowing rate of approximately 2.4%.
We do not currently use derivatives or other financial instruments to mitigate interest rate risk, although we may do so in the future.
Credit Risk
In the opinion of our management, credit risk is limited due to the large number of customers and advertising agencies utilized. We perform credit evaluations on our customers and agencies and believe that the allowances for doubtful accounts are adequate. We do not currently use derivatives or other financial instruments to mitigate credit risk.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of OUTFRONT Media Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of OUTFRONT Media Inc. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 28, 2018
We have served as the Company’s auditor since 2008.
OUTFRONT Media Inc.
Consolidated Statements of Financial Position
See accompanying notes to consolidated financial statements.
OUTFRONT Media Inc.
Consolidated Statements of Operations
See accompanying notes to consolidated financial statements.
OUTFRONT Media Inc.
Consolidated Statements of Comprehensive Income (Loss)
See accompanying notes to consolidated financial statements.
OUTFRONT Media Inc.
Consolidated Statements of Equity
OUTFRONT Media Inc.
Consolidated Statements of Equity (Continued)
See accompanying notes to consolidated financial statements.
OUTFRONT Media Inc.
Consolidated Statements of Cash Flows
OUTFRONT Media Inc.
Consolidated Statements of Cash Flows (Continued)
See accompanying notes to consolidated financial statements.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
Note 1. Description of Business and Basis of Presentation
Description of Business
OUTFRONT Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”) and Canada. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. and Canada. We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. In total, we have displays in all of the 25 largest markets in the U.S. and 140 markets across the U.S. and Canada. We currently manage our operations through three operating segments-(1) U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, (2) International and (3) Sports Marketing.
On April 1, 2016, we sold all of our equity interests in certain of our subsidiaries (the “Disposition”), which held all of the assets of our outdoor advertising business in Latin America (see Note 11. Acquisitions and Dispositions: Dispositions to the Consolidated Financial Statements). The operating results of our outdoor advertising business in Latin America through April 1, 2016, are included in our Consolidated Financial Statements for 2016 and 2015.
Basis of Presentation and Use of Estimates
The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the years presented. Certain previously reported amounts have been reclassified to conform with the current 2017 presentation.
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Note 2. Summary of Significant Accounting Policies
Cash and Cash Equivalents-Cash and cash equivalents consist of cash on hand and short-term (maturities of three months or less at the date of purchase) highly liquid investments.
Receivables-Receivables consist primarily of trade receivables from customers, net of advertising agency commissions, and are stated net of an allowance for doubtful accounts. The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, as well as recent payment history for specific customers.
Property and Equipment-Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives as follows:
For advertising structures associated with a contract, the assets are depreciated over the shorter of the contract term or useful life. Maintenance and repair costs to maintain property and equipment in their original operating condition are charged to
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
expense as incurred. Improvements or additions that extend the useful life of the assets are capitalized. When an asset is retired or otherwise disposed of, the associated cost and accumulated depreciation are removed and the resulting gain or loss is recognized.
Construction in progress includes all costs capitalized related to projects which have yet to be placed in service.
Business Combinations and Asset Acquisitions-We routinely acquire out-of-home advertising assets, including advertising structures, permits and leasehold agreements. We determine the accounting for these transactions by first evaluating whether the assets acquired and liabilities assumed, if any, constitute a business using the guidelines in the Financial Accounting Standards Board (“FASB”) guidance for business combinations. If the assets acquired and liabilities assumed constitute a business, the purchase price is allocated to the tangible and identifiable intangible net assets acquired based on their estimated fair values with the excess of the purchase price over those estimated fair values recorded as goodwill. If the acquired assets do not constitute a business, we allocate the purchase price to the individual tangible and intangible assets acquired based on their relative fair values.
Impairment of Long-Lived Assets-Long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the respective asset’s carrying value. The amount of impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset and recognized as a non-cash charge. Long-lived assets held for sale are required to be measured at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell.
Goodwill and Intangible Assets-Goodwill is allocated to various reporting units. Intangible assets, which primarily consist of acquired permits and leasehold agreements and franchise agreements, are amortized by the straight-line method over their estimated useful lives, which range from five to 40 years. Goodwill is not amortized but is tested at the reporting-unit level annually for impairment on October 31 of each year and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. If the carrying value of goodwill exceeds its fair value, an impairment loss is recognized as a non-cash charge.
Revenue Recognition-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. Transit and other revenues are recognized as earned over the contract period. For space provided to advertisers through the use of an advertising agency whose commission is calculated based on a stated percentage of gross advertising spending, our Revenues are reported net of agency commissions.
Deferred revenues primarily consist of revenues paid in advance of being earned.
Revenues derived from a single contract that contains multiple site locations are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.
Concentration of Credit Risk-In the opinion of management, credit risk is limited due to the large number of customers and advertising agencies utilized. We perform credit evaluations on our customers and agencies and believe that the allowances for doubtful accounts are adequate.
Billboard Property Lease and Transit Franchise Expenses-Our billboards are primarily located on leased real property. Lease agreements are negotiated for varying terms ranging from one month to multiple years, most of which provide renewal options. Lease costs consist of a fixed monthly amount and certain lease agreements also include contingent rent based on the revenues we generate from the leased site. Property leases are generally paid in advance for periods ranging from one to twelve months.
The fixed component of lease costs is expensed evenly over the non-cancellable contract term, and contingent rent is expensed as incurred when the related revenues are recognized.
Transit franchise agreements generally provide for payment to the municipality or transit operator of the greater of a percentage of the revenues that we generate under the related transit contract and a specified guaranteed minimum payment. The costs
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
which are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and the minimum guarantee is expensed over the contract term.
Direct Lease Acquisition Costs-Variable commissions directly associated with billboard revenues are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year. Amortization of direct lease acquisition costs is presented within Amortization expense in the accompanying Consolidated Statements of Operations.
Foreign Currency Translation and Transactions-The assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while results of operations are translated at average exchange rates for the respective periods. Any gain or loss on translation is included within other comprehensive income (loss) and Accumulated other comprehensive loss on our Consolidated Statement of Financial Position. Foreign currency transaction gains and losses are included in Other income (expense), net, in the Consolidated Statements of Operations.
Income Taxes-As of July 17, 2014, we began operating as a REIT. Accordingly, we generally will not be subject to U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and our foreign subsidiaries, as taxable REIT subsidiaries (“TRSs”). As such, the taxable income of our TRSs will be subject to federal, state and foreign income taxation at regular corporate rates.
Income taxes are accounted for under the asset and liability method of accounting. Deferred income tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized.
We have applied the FASB’s guidance relating to uncertainty in income taxes recognized. Under this guidance we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods.
Asset Retirement Obligation-An asset retirement obligation is established for the estimated future obligation, upon termination or non-renewal of a lease, associated with removing structures from the leased property and, when required by the contract, the cost to return the leased property to its original condition. These obligations are recorded at their present value in the period in which the liability is incurred and are capitalized as part of the related assets’ carrying value. Accretion of the liability is recognized in selling, general and administrative expenses and the capitalized cost is depreciated over the expected useful life of the related asset.
Stock-based Compensation-We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the vesting period during which an employee is required to provide service in exchange for the award.
Adoption of New Accounting Standards
Stock Compensation
During the first quarter of 2017, we adopted the FASB’s guidance that simplifies the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as the classification in the statement of cash flows. We have elected to account for forfeitures as they occur, which we adopted on a modified retrospective basis and resulted in an increase of $0.5 million to Additional paid in capital, offset by a decrease of $0.5 million to Distribution in excess of earnings on our Consolidated Statement of Financial Position and Consolidated Statement of Equity as of December 31, 2017.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
Business Combinations
During the first quarter of 2017, we adopted the FASB’s guidance clarifying the definition of a business for acquisitions and dispositions. The guidance is being applied on a prospective basis. Adoption of this guidance did not have a material effect on our consolidated financial statements.
Statement of Cash Flows
During the third quarter of 2017, we adopted the FASB’s guidance clarifying presentation of certain cash receipts and cash payments in the Statement of Cash Flows. The guidance is being applied on a retrospective basis. Adoption of this guidance did not have a material effect on our consolidated financial statements.
Recent Pronouncements
Goodwill
In January 2017, the FASB issued guidance simplifying the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The guidance is to be applied on a prospective basis and is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted for interim and annual impairment tests performed on testing dates after January 1, 2017. We do not expect this guidance to have a material effect on our consolidated financial statements.
Leases
In February 2016, the FASB issued guidance addressing the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Lessors will account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. This guidance is to be applied on a modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not been previously issued.
As of December 31, 2017, we had approximately 21,500 lease agreements in the U.S. and approximately 3,200 lease agreements in Canada, the majority of which will be classified as operating leases under the new guidance. We are currently evaluating our lease contracts and planning for the implementation of this standard. This standard will require us to recognize a right-of-use asset and lease liability for the present value of minimum lease payments for operating leases with a term greater than 12 months and will have a significant impact on our consolidated financial statements. Our billboard lease revenues will continue to be recognized on a straight-line basis over their respective lease terms.
Revenue from Contracts with Customers
In May 2014 (updated in August 2015, March 2016, April 2016 and May 2016), the FASB issued principles-based guidance addressing revenue recognition issues. The guidance will be applied to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. The guidance requires that the amount of revenue a company should recognize reflect the consideration it expects to be entitled to in exchange for goods and services. This guidance is effective for the Company beginning in the first quarter of 2018. Our billboard lease revenues are recognized under the lease standard as described above. The revenue recognition guidance will be primarily applicable to our multi-year transit advertising contracts with municipalities in the U.S. and Canada, and marketing and multimedia rights agreements with colleges, universities and other educational institutions. We have assessed the changes to our accounting policies under the new standard and this
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Notes to Consolidated Financial Statements (Continued)
guidance does not have a material effect on our consolidated financial statements. We are in the process of preparing the expanded disclosures required under the new standard in 2018 and will apply the modified retrospective method of adoption.
Note 3. Property and Equipment
The table below presents the balances of major classes of assets and accumulated depreciation.
(a)
As of December 31, 2017, includes $9.3 million associated with the Transaction (as defined below, see Note 9. Equity and Note 11. Acquisitions and Dispositions to the Consolidated Financial Statements).
(b)
As of December 31, 2017, includes $22.5 million related to software and equipment that is being utilized within our digital displays and principally consists of software and equipment developed under a license and development agreement in exchange for the issuance of stock (see Note 9. Equity to the Consolidated Financial Statements).
Depreciation expense was $89.7 million in 2017, $108.9 million in 2016 and $113.7 million in 2015.
Note 4. Goodwill and Other Intangible Assets
For the years ended December 31, 2017 and 2016, the changes in the book value of goodwill by segment were as follows:
(a)
Non-deductible addition associated with the Transaction (as defined below, see Note 9. Equity and Note 11. Acquisitions and Dispositions to the Consolidated Financial Statements).
Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements and franchise agreements which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.
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Notes to Consolidated Financial Statements (Continued)
Our identifiable intangible assets consist of the following:
(a)
Includes additions associated with the Transaction (as defined below, see Note 9. Equity and Note 11. Acquisitions and Dispositions to the Consolidated Financial Statements).
All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $100.1 million in 2017, $115.3 million in 2016 and $115.4 million in 2015, which includes the amortization of direct lease acquisition costs of $40.0 million in 2017, $38.2 million in 2016 and $36.3 million in 2015. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.
We expect our aggregate annual amortization expense for intangible assets, before considering the impact of future direct lease acquisition costs, for each of the years 2018 through 2022, to be as follows:
Note 5. Asset Retirement Obligation
The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience.
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Notes to Consolidated Financial Statements (Continued)
Note 6. Related Party Transactions
Joint Ventures
We have a 50% ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures which operate a total of 15 billboard displays in New York and Boston. All of these ventures are accounted for as equity investments. These investments totaled $19.5 million as of December 31, 2017, and $21.7 million as of December 31, 2016, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $7.4 million in 2017, $7.3 million in 2016 and $7.2 million in 2015.
Note 7. Debt
Debt, net, consists of the following:
On March 16, 2017, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (together with Finance LLC, the “Borrowers”), and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to its credit agreement and its related security agreement, each dated January 31, 2014 (together, and as amended, supplemented or otherwise modified, the “Credit Agreement”).
The Amendment provides for (i) the extension of the maturity date of the Borrowers’ existing revolving credit facility (the “Revolving Credit Facility”) from January 31, 2019, to March 16, 2022, (ii) the extension of the maturity date of the Borrowers’ existing term loan (the “Term Loan” and together with the Revolving Credit Facility, the “Senior Credit Facilities”) from January 31, 2021, to March 16, 2024, (iii) an increase to the Revolving Credit Facility by $5.0 million to $430.0 million, (iv) the incurrence of a $10.0 million incremental term loan primarily to cover transaction fees and expenses, which increases the outstanding principal balance of the Term Loan to $670.0 million, and (v) revisions to certain provisions of the Credit Agreement to, among other things, lower the interest rate floor for all loans to 0.0% and update covenants for greater operational and financial flexibility to the Company (including incurrence of additional indebtedness), as well as include other ministerial changes to the Credit Agreement. The remaining terms of the Credit Agreement, as amended by the Amendment, are substantially the same as the terms under the existing Credit Agreement, including with respect to events of default and loan
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Notes to Consolidated Financial Statements (Continued)
acceleration. The letter of credit sublimit that is part of the Revolving Credit Facility under the Credit Agreement remains at $100.0 million.
On November 17, 2017, the Company, the Borrowers and other guarantor subsidiaries party thereto entered into another amendment to the Credit Agreement to reduce the interest rate margin applicable to the Term Loan from 1.25% to 1.00%, in the case of base rate borrowings, and from 2.25% to 2.00% in the case of London Interbank Offered Rate borrowings. The remaining terms of the Credit Agreement, as amended, are substantially the same as the terms under the existing Credit Agreement, including with respect to events of default and loan acceleration.
On June 30, 2017, certain subsidiaries of the Company entered into a three-year $100.0 million revolving accounts receivable securitization facility (the “AR Facility”).
Term Loan
The interest rate on the Term Loan was 3.6% per annum as of December 31, 2017. As of December 31, 2017, a discount of $2.2 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.
Revolving Credit Facility
As of December 31, 2017, 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 $1.5 million in 2017, $1.8 million in 2016 and $1.9 million in 2015. As of December 31, 2017, we had issued letters of credit totaling approximately $88.6 million against the letter of credit facility sublimit under the Revolving Credit Facility.
Standalone Letter of Credit Facilities
As of December 31, 2017, we had issued letters of credit totaling approximately $119.5 million under our aggregate $150.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities in 2017, 2016 and 2015, were immaterial.
Accounts Receivable Securitization Facility
On June 30, 2017, we entered into the AR Facility. The AR Facility provides up to $100.0 million in borrowing capacity, which is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the AR Facility. In connection with the AR Facility, Outfront Media LLC, a wholly-owned subsidiary of the Company, will sell and/or contribute its existing and future accounts receivable and certain related assets to Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company (the “SPV”). The SPV will transfer an undivided interest in the accounts receivable to certain purchasers from time to time (the “Purchasers”). Outfront Media LLC will service the accounts receivables on behalf of the SPV for a fee. The SPV has granted the Purchasers a security interest in all of its assets, which primarily consist of the accounts receivable relating to the Company’s qualified REIT subsidiaries, in order to secure its obligations under the agreements governing the AR Facility. The Company has agreed to guarantee the performance of Outfront Media LLC, in its capacity as originator and servicer, of its obligations under the agreements governing the AR Facility. Neither Outfront Media LLC nor the SPV guarantees the collectability of the receivables under the AR Facility. In addition, the SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to the Company. Accordingly, the SPV’s assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPV may be remitted to the Company.
The AR Facility is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our Consolidated Statements of Financial Position, (ii) our Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable (a component of selling, general and administrative expenses) and interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying
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Notes to Consolidated Financial Statements (Continued)
accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows.
As of December 31, 2017, there were $80.0 million of outstanding borrowings under the AR Facility at a borrowing rate of approximately 2.3%, which were primarily used to repay previously outstanding amounts under the Revolving Credit Facility. As of December 31, 2017, the total borrowing capacity remaining under the AR Facility was approximately $14.9 million, based on approximately $192.2 million of eligible accounts receivable used as collateral for the AR Facility. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial in 2017. As of February 26, 2018, there were $55.0 million of outstanding borrowings under the AR Facility at a borrowing rate of approximately 2.4%.
Senior Unsecured Notes
As of December 31, 2017, a discount of $0.4 million on $150.0 million aggregate principal amount of the 5.250% Senior Unsecured Notes due 2022, remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.
As of December 31, 2017, a premium of $2.6 million on $100.0 million aggregate principal amount of the 5.625% Senior Unsecured Notes, due 2024, remains unamortized. The premium is being amortized through Interest expense, net, on the Consolidated Statement of Operations.
Debt Covenants
The Credit Agreement governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that limit the Company’s and our subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Finance LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions, and (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers.
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 4.0 to 1.0. As of December 31, 2017, our Consolidated Net Secured Leverage Ratio was 1.4 to 1.0, as adjusted to give pro forma effect to an acquisition, in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of December 31, 2017, our Consolidated Total Leverage Ratio was 4.7 to 1.0, as adjusted to give pro forma effect to an acquisition, in accordance with the Credit Agreement. As of December 31, 2017, we are in compliance with our debt covenants.
Deferred Financing Costs
As of December 31, 2017, we had deferred $29.4 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on the Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.
Fair Value
Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $2.3 billion as of December 31, 2017, and $2.2 billion as of December 31, 2016. The fair value of our debt as of both December 31, 2017 and 2016 is classified as Level 2.
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Notes to Consolidated Financial Statements (Continued)
Note 8. Accumulated Other Comprehensive Loss
The following table presents the changes in the components of accumulated other comprehensive loss.
(a)
See Note 13. Retirement Benefits to the Consolidated Financial Statements for additional details of items reclassified from accumulated other comprehensive loss to net income (loss).
(b)
On April 1, 2016, in connection with the Disposition, we recognized $99.9 million in unrealized foreign currency translation losses.
Net actuarial gain (loss) included in other comprehensive income (loss) is net of a tax benefit of $0.3 million in 2017 and net of a tax expense of $1.0 million in 2015. The tax impact for net actuarial gain included in other comprehensive income (loss) in 2016 was immaterial.
Note 9. Equity
In 2016, we issued 79,690 shares, valued at approximately $1.9 million and in 2015, we issued 442,922 shares, valued at approximately $12.2 million to J&M Holding Enterprises, Inc. (“J&M”), an affiliate of Videri Inc. (“Videri”), or Videri, as applicable, in connection with licenses and services received under a development and license agreement (the “Videri Agreement”) with J&M and Videri. We have capitalized the payments, which are related to the development of software and equipment to be utilized within digital displays, within Property and equipment, net, on the Consolidated Statement of Financial Position.
On June 13, 2017, certain subsidiaries of OUTFRONT Media Inc. acquired the equity interests of certain subsidiaries of All Vision LLC (“All Vision”), which hold substantially all of All Vision’s existing outdoor advertising assets in Canada, and effectuated an amalgamation of All Vision’s Canadian business with our Canadian business (the “Transaction”) (see Note 11. Acquisitions and Dispositions to the Consolidated Financial Statements). In connection with the Transaction, the Company issued 1,953,407 shares of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”).
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Notes to Consolidated Financial Statements (Continued)
The Class A equity interests are entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock. The Class A equity interests may be redeemed by the holders in exchange for shares of the Company’s common stock on a one-for-one basis (subject to anti-dilution adjustments) or, at the Company’s option, cash equal to the then fair market value of the shares of the Company’s common stock commencing (i) one year after closing, with respect to 55% of the Class A equity interests, and (ii) 18 months after closing, with respect to the remaining 45% of the Class A equity interests. In connection with the Transaction, the Company has agreed to limitations on its ability to sell or otherwise dispose of the assets acquired from All Vision for a period of five years, unless it pays holders of the Class A equity interests in Outfront Canada an amount intended to approximate their resulting tax liability. During 2017, we made distributions of $1.4 million to holders of the Class A equity interests, which are recorded in Dividends on our Consolidated Statements of Equity and Consolidated Statements of Cash Flows.
As of December 31, 2017, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 138,644,917 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with no shares issued and outstanding.
On November 21, 2017, we entered into a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. As of February 26, 2018, no shares of our common stock have been sold under the ATM Program, and accordingly, as of February 26, 2018, $300.0 million remained available to be sold under the sales agreement.
On February 27, 2018, we announced that our board of directors approved a quarterly cash dividend of $0.36 per share on our common stock, payable on March 30, 2018, to stockholders of record at the close of business on March 9, 2018.
Note 10. Restructuring Charges
In 2015, we recorded restructuring charges of $2.6 million in our U.S. Media segment associated with the elimination of management positions and the elimination of positions in connection with the sale of assets and the consolidation of leased locations. In 2016, we recorded restructuring charges of $2.5 million in our U.S. Media segment for severance charges associated with the reorganization of our sales management and administrative functions. In 2017, we recorded restructuring charges of $6.4 million, of which $4.1 million was recorded in Other for severance charges primarily associated with the Transaction and $2.3 million was recorded in our U.S. Media segment for severance charges associated with the reorganization of our sales management and administrative functions. As of December 31, 2017, $4.4 million in restructuring reserves remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.
Note 11. Acquisitions and Dispositions
Acquisitions
In connection with the Transaction, the Company paid approximately $94.4 million for the assets, comprised of $50.0 million in cash and $44.4 million, or 1,953,407 shares, of Class A equity interests of Outfront Canada, subject to post-closing adjustments (upward or downward) for closing date working capital and indebtedness, and for the achievement of certain operating income before depreciation and amortization targets relating to the acquired assets in 2017 and 2018. The issued Class A equity interests of Outfront Canada are redeemable non-controlling interests and are included in Non-controlling interests on our Consolidated Statement of Financial Position based on actual foreign currency exchange rates on the closing date of the Transaction compared to the negotiated foreign currency exchange rate used in the valuation described above.
The preliminary allocation of the purchase price of approximately $94.4 million is based on management’s estimate of the fair value of the assets acquired and liabilities assumed on the closing date of the Transaction, which was $68.0 million of identified intangible assets, $34.3 million of goodwill, $17.0 million of deferred tax liabilities and $9.1 million of other assets and liabilities (primarily property and equipment). These preliminary estimates may be revised in future periods as we obtain additional information regarding fixed assets, intangible assets and certain liabilities. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.
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Notes to Consolidated Financial Statements (Continued)
Including the Transaction, we completed several acquisitions for a total purchase price of approximately $114.7 million in 2017, $67.9 million in 2016 and $12.1 million in 2015.
Dispositions
On April 1, 2016, we completed the Disposition and received $82.0 million in cash plus working capital, which was subject to post-closing adjustments. We recorded a loss on real estate assets held for sale of approximately $1.3 million in 2016 and $103.6 million in 2015 on the Consolidated Statement of Operations.
In the second quarter of 2015, we disposed of substantially all of our assets in Puerto Rico and recorded a loss of $0.9 million in Net (gain) loss on dispositions on the Consolidated Statement of Operations.
Asset Swap
On July 1, 2017, in exchange for static billboards in four non-metropolitan market clusters, we acquired digital billboards in the Boston, Massachusetts, DMA and $3.2 million in cash, which resulted in a pre-tax gain of $14.1 million.
Note 12. Stock-Based Compensation
Under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Stock Plan”), we have 8,000,000 shares of our common stock reserved for the issuance of stock-based awards. Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock, stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under the Stock Plan.
RSUs and PRSUs accrue dividend equivalents in amounts equal to the regular cash dividends paid on our common stock and will be paid in either cash or stock. Accrued dividend equivalents payable in stock shall convert to shares of our common stock on the date of vesting.
Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three- to four-year service period. For PRSU awards, the number of shares an employee earns may range from 0% to 120% based on the outcome of a one year performance condition. Compensation expense is recorded based on the probable outcome of the performance condition. On an annual basis, our board of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met. Forfeitures of RSUs are recorded as incurred. On an annual basis, adjustments are made to compensation expense based on actual forfeitures and the forfeiture rates are revised as necessary.
The following table summarizes our stock-based compensation expense for 2017, 2016 and 2015.
As of December 31, 2017, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $18.3 million, which is expected to be recognized over a weighted average period of 1.8 years.
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Notes to Consolidated Financial Statements (Continued)
RSUs and PRSUs
The following table summarizes the 2017 activity of the RSUs and PRSUs issued to our employees.
The total fair value of RSUs and PRSUs that vested was $20.0 million during 2017, $11.6 million during 2016 and $17.3 million during 2015.
Stock Options
Stock options vest over a four-year service period and expire eight or ten years from the date of grant. Forfeitures of stock options are recorded as incurred.
The following table summarizes the activity of stock options issued to our employees.
The following table summarizes other information relating to stock option exercises.
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Notes to Consolidated Financial Statements (Continued)
The following table summarizes information concerning outstanding and exercisable stock options to purchase our common stock under the Stock Plan as of December 31, 2017.
Stock options outstanding as of December 31, 2017, have a weighted average remaining contractual life of 2.82 years and the total intrinsic value for “in-the-money” options, based on the closing stock price of our common stock of $23.20, was $0.7 million. Stock options exercisable as of December 31, 2017, have a weighted average remaining contractual life of 2.82 years and the total intrinsic value for “in-the-money” exercisable options was $0.7 million.
Note 13. Retirement Benefits
We sponsor two defined benefit pension plans covering specific groups of employees in Canada and the U.S.
The benefits for the pension plan in Canada are based primarily on an employee’s years of service and an average of the employee’s highest five years of earnings. Participating employees in the pension plan in Canada are vested after two years of service or immediately, depending on the province of their employment. We fund the pension plan in Canada in accordance with the rules and regulations of the Pension Benefits Act of the Province of Ontario, Canada. Canada pension plan assets consist principally of equity securities, corporate and government related securities, and insurance contracts.
The pension plan in the U.S. covers a small number of hourly employees. The investments of the pension plan in the U.S. consist entirely of the plan’s interest in a trust, which invests the assets of this plan. The pension plan in the U.S. is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended.
We use a December 31 measurement date for all pension plans.
The following table sets forth the change in benefit obligation for our pension plans.
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Notes to Consolidated Financial Statements (Continued)
The following table sets forth the change in plan assets for our pension plans.
The unfunded status of pension benefit obligations and the related amounts recognized on the Consolidated Statement of Financial Position were as follows:
The following amounts were recognized in accumulated other comprehensive loss on the Consolidated Statement of Financial Position.
The accumulated benefit obligation for the defined benefit pension plans was $53.9 million as of December 31, 2017, and $43.8 million as of December 31, 2016.
The information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below.
The following tables present the components of net periodic pension cost and amounts recognized in other comprehensive income (loss).
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Notes to Consolidated Financial Statements (Continued)
(a)
Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income (loss).
Estimated net actuarial losses related to the defined benefit pension plans of approximately $0.7 million, will be amortized from accumulated other comprehensive loss into net periodic pension costs in 2018.
For each pension plan, the discount rate is determined based on the yield on portfolios of high quality bonds, constructed to provide cash flows necessary to meet the expected future benefit payments, as determined for the projected benefit obligation. The expected return on plan assets assumption was derived using the current and expected asset allocation of the pension plan assets and considering historical as well as expected returns on various classes of plan assets.
Plan Assets
Our plan assets are included in a trust in Canada and a trust in the U.S. The asset allocations of these trusts are based upon an analysis of the timing and amount of projected benefit payments, projected company contributions, the expected returns and risk of the asset classes and the correlation of those returns. As of December 31, 2017, we invested approximately 31% in fixed income instruments, 59% in equity instruments, and the remainder in cash, cash equivalents and insurance contracts.
The following tables set forth our pension plan assets measured at fair value on a recurring basis as of December 31, 2017 and 2016. These assets have been categorized according to the three-level fair value hierarchy established by the FASB which prioritizes the inputs used in measuring fair value. Level 1 is based on quoted prices for the asset in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset in inactive markets or quoted prices for similar assets. Level 3 is based on unobservable inputs that market participants would use in pricing the asset.
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Notes to Consolidated Financial Statements (Continued)
(a)
Assets categorized as Level 2 reflect investments in money market funds.
(b)
Securities of diverse industries, substantially all investment grade.
(c)
Assets categorized as Level 2 reflect investments in common collective funds.
Significant changes in Level 3 plan assets are as follows:
Our insurance contracts classified as Level 3 are valued based on a discount rate determined by reference to the market interest rates prevailing on high quality debt instruments with cash flows that match the timing and amount of expected benefit payments under the pension plan in Canada, as well as a mortality assumption based upon the current mortality table, CPM2014 generational projected using mortality improvement scale CPM-B. As a result, the fair value of the insurance contract is equal to the defined benefit obligation in respect of the members covered under the insurance contract.
Money market investments are carried at amortized cost which approximates fair value due to the short-term maturity of these investments. Investments in equity securities are reported at fair value based on quoted market prices on national security exchanges. The fair value of investments in common collective funds are determined using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by the number of outstanding units. The fair value of government related securities and corporate bonds is determined based on quoted market prices on national security exchanges, when
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Notes to Consolidated Financial Statements (Continued)
available, or using valuation models which incorporate certain other observable inputs including recent trading activity for comparable securities and broker-quoted prices.
Future Benefit Payments
We expect to contribute $2.5 million to our pension plans in 2018.
Multi-Employer Pension and Postretirement Benefit Plans
We contribute to multi-employer plans that provide pension and other postretirement benefits to certain employees under collective bargaining agreements. Contributions to these plans were $3.3 million in 2017, $2.9 million in 2016 and $2.7 million in 2015. Based on our contributions to each individual multi-employer plan relative to the total contributions of all participating employers in such plan, no multi-employer plan was deemed to be individually significant to us.
Defined Contribution Plans
Employer contributions for defined contribution plans sponsored by us were $4.8 million in 2017, $4.5 million in 2016 and $4.2 million in 2015.
Note 14. Income Taxes
We are organized in conformity with the requirements for qualification and taxation as a REIT under the Code and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and our foreign subsidiaries, as taxable REIT subsidiaries (“TRSs”). As such, we have provided for their federal, state and foreign income taxes.
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act amends the Internal Revenue Code of 1986, as amended, (the “Code”) to reduce tax rates and modify policies, credits and deductions. The Tax Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate and transitions from a worldwide tax system to a territorial tax system including a one-time deemed repatriation on corporate earnings held offshore. The Tax Act also adds many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense. From an international tax perspective, a tax on global intangible low-taxed income (“GILTI”) and a base erosion anti-abuse tax (“BEAT”) were added. While most of the provisions will not be effective until 2018, two items that are effective for 2017 are the adjustments to our deferred tax assets and liabilities based on the above reduction in the tax rate and the one-time taxable income inclusion of our post-1986 unremitted foreign earnings. The effects of these two items are reported below.
Cash paid for income taxes was $6.8 million in 2017 and $1.2 million in 2016 and $5.8 million in 2015.
The U.S. and foreign components of Income (loss) before provision for income taxes and equity in earnings of investee companies were as follows:
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
The following table reconciles Income (loss) before provision for income taxes and equity in earnings of investee companies to REIT taxable income.
(a)
In 2017, the tax dividend from foreign subsidiary consists of a $12.6 million one-time deemed repatriation of foreign unremitted earnings under the Tax Act, net of a $7.0 million deduction for dividends received.
The components of the Provision for income taxes are as follows:
Excluding the Loss on real estate assets held for sale of $103.6 million (see Note 11. Acquisitions and Dispositions: Dispositions to the Consolidated Financial Statements) in 2015, the effective income tax rate was 3.3% in 2017, 5.9% in 2016 and 7.2% in 2015.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
The difference between income taxes expected at the U.S. federal statutory income tax rate of 35% and the Provision for income taxes is summarized as follows:
(a)
Impact on our net deferred tax assets resulting from the Tax Act’s reduction of corporate income tax rates from 35% to 21% for tax years beginning after December 31, 2017.
The following table is a summary of the components of deferred income tax assets and liabilities.
As of December 31, 2017, we had net operating loss carryforwards for Canadian jurisdictions of $8.3 million, which expire in various years from 2018 through 2037.
Our undistributed earnings of foreign subsidiaries not includable in our federal income tax returns that could be subject to additional income taxes if remitted was approximately $4.1 million as of December 31, 2017, and $25.0 million as of December 31, 2016. No provision was recorded for taxes that could result from the remittance of such undistributed earnings since we intend to declare dividends to our shareholders in an amount sufficient to offset such distributions and intend to reinvest the remainder outside of the U.S. indefinitely. The determination of the unrecognized U.S. federal deferred income tax liability for undistributed earnings is not practicable.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.
The reserve for uncertain tax positions of $0.6 million as of December 31, 2017, includes $0.3 million which would affect our effective income tax rate if and when recognized in future years.
We recognize interest and penalty charges related to the reserve for uncertain tax positions as part of income tax expense. These charges were not material for any of the periods presented.
We are subject to taxation in the U.S. and various state, local and foreign jurisdictions. As of December 31, 2017, tax returns for 2016, 2015 and 2014 are open to examination by the tax authorities. As of December 31, 2017, we are no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2014.
Note 15. Earnings (Loss) Per Share (“EPS”)
(a)
The potential impact of an aggregate 0.1 million granted RSUs, PRSUs and stock options for 2017, 0.5 million granted RSUs, PRSUs and stock options for 2016 and 0.7 million granted RSUs, PRSUs and stock options for 2015 was antidilutive.
(b)
On June 13, 2017, 1,953,407 shares of Class A equity interests of Outfront Canada were issued, which may be redeemed by the holders in exchange for shares of the Company’s common stock on a one-for-one basis (subject to anti-dilution adjustments), at our option, after a certain time period. (See Note 9. Equity to the Consolidated Financial Statements.) The potential impact of 1.1 million shares of Class A equity interests of Outfront Canada was antidilutive for 2017.
Note 16. Commitments and Contingencies
Off-Balance Sheet Arrangements
Our off-balance sheet commitments primarily consist of operating lease arrangements and guaranteed minimum annual payments. These arrangements result from our normal course of business and represent obligations that are payable over several years.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
Contractual Obligations
We have long-term operating leases for office space, billboard sites and equipment, which expire at various dates. Certain leases contain renewal and escalation clauses.
We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.
We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. Under most of these agreements, the school is entitled to receive the greater of a percentage of the relevant revenue, net of agency commissions, or a specified guaranteed minimum annual payment.
On December 8, 2017, we entered into a transit advertising and communications concession agreement with the New York Metropolitan Transportation Authority (the “MTA”) for subway, commuter rail and buses for a 10-year term, with an additional 5-year extension at our option. Under the agreement, we are obligated to deploy over 50,000 digital displays for advertising and MTA communications across the transit system over a number of years, commencing in 2018, and the MTA will be entitled to receive the greater of a percentage of revenues or a guaranteed minimum annual payment. Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications screens throughout the transit system. Our currently estimated deployment costs will be approximately $800 million for the full 15-year term and approximately $600 million for the first eight years of the term, and we anticipate these deployment costs will be recorded as Prepaid lease and transit franchise costs and Intangible assets on our Consolidated Statement of Financial Position. We expect to utilize third party financing to fund deployment costs, and have increased our letters of credit for the benefit of the MTA from approximately $30.0 million to $136.0 million, which is subject to change as equipment installations are completed and revenues are generated.
As of December 31, 2017, minimum rental payments under non-cancellable operating leases with terms in excess of one year and guaranteed minimum annual payments are as follows:
Rent expense was $377.7 million in 2017, $372.1 million in 2016 and $376.4 million in 2015, including contingent rent amounts of $84.7 million in 2017, $88.1 million in 2016 and $87.5 million in 2015. Rent expense is primarily reflected in operating expenses on the Consolidated Statements of Operations and includes rent on cancellable leases and leases with terms under one year, as well as contingent rent, none of which are included in the operating lease commitments in the table above.
Letters of Credit
We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. As of December 31, 2017, outstanding letters of credit were approximately $208.1 million and outstanding surety bonds were approximately $23.9 million, and were not recorded on the Consolidated Statements of Financial Position.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
Legal Matters
On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.
Note 17. Segment Information
As of April 1, 2016, we manage our operations through three operating segments-(1) U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, (2) International and (3) Sports Marketing. International and Sports Marketing do not meet the criteria to be a reportable segment and accordingly, are both included in Other.
The following tables set forth our financial performance by segment. Historical financial information by reportable segment has been recast to reflect the current period’s presentation. On April 1, 2016, we completed the Disposition. Historical operating results for our advertising business in Latin America are included in Other.
We present Operating income before Depreciation, Amortization, Net gain (loss) on dispositions, Stock-based compensation, Restructuring charges and Loss on real estate assets held for sale (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments in accordance with FASB guidance for segment reporting.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
(a)
In 2015, includes amounts reclassified as Assets held for sale on the Consolidated Statement of Financial Position. (See Note 11. Acquisitions and Dispositions: Dispositions to the Consolidated Financial Statements.)
(a)
Revenues classifications are based on the geography of the advertising.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
(a)
Reflects total assets less current assets, investments and non-current deferred tax assets.
Note 18. Condensed Consolidating Financial Information
We and our material existing and future direct and indirect 100% owned domestic subsidiaries (except Finance LLC and Outfront Media Capital Corporation, the borrowers under the Term Loan and the Revolving Credit Facility) guarantee the obligations under the Term Loan and the Revolving Credit Facility. Our senior unsecured notes are fully and unconditionally, and jointly and severally guaranteed on a senior unsecured basis by us and each of our direct and indirect wholly-owned domestic subsidiaries that guarantees the Term Loan and the Revolving Credit Facility (see Note 7. Debt to the Consolidated Financial Statements). The following condensed consolidating schedules present financial information on a combined basis in conformity with the SEC’s Regulation S-X, Rule 3-10 for: (i) OUTFRONT Media Inc. (the “Parent Company”); (ii) Finance LLC (the “Subsidiary Issuer”); (iii) the guarantor subsidiaries; (iv) the non-guarantor subsidiaries, including the SPV; (v) elimination entries necessary to consolidate the Parent Company and the Subsidiary Issuer, the guarantor subsidiaries and non-guarantor subsidiaries; and (vi) the Parent Company on a consolidated basis. Outfront Media Capital Corporation is a co-issuer finance subsidiary with no assets or liabilities, and therefore has not been included in the tables below.
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
Note 19. Quarterly Financial Data (Unaudited)
Our revenues and profits experience seasonality 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 cut back on spending following the holiday shopping season.
Effective April 1, 2016, we changed the segments that we use to review operating results and make decisions regarding segment performance and resource allocation. Historical financial information by reportable segment has been recast to reflect the changes in segment reporting with no impact to previously reported consolidated financial statements. (See Note 17. Segment information to the Consolidated Financial Statements.)
(a)
On June 13, 2017, we completed the Transaction. (See Note 9. Equity and Note 11. Acquisitions and Dispositions: Acquisitions to the Consolidated Financial Statements.)
OUTFRONT Media Inc.
Notes to Consolidated Financial Statements (Continued)
(a)
On April 1, 2016, we completed the Disposition. (See Note 11. Acquisitions and Dispositions: Dispositions to the Consolidated Financial Statements.)
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2017 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in “Item 8. Financial Statements and Supplementary Data.”
Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control Over Financial Reporting
In designing and evaluating our disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
The Company has adopted a Code of Conduct that applies to all executive officers, employees and directors of the Company. In addition, the Company has adopted a Supplemental Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer and controller or persons performing similar functions. Both the Code of Conduct and the Supplemental Code of Ethics are available in the Investor Relations section of our website at www.outfrontmedia.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the Code of Conduct or the Supplemental Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and controller or persons performing similar functions, and relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K, by posting such information on our website at www.outfrontmedia.com.
All additional information required by this item is incorporated by reference to our Proxy Statement for the 2018 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.
Item 11.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to our Proxy Statement for the 2018 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated by reference to our Proxy Statement for the 2018 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to our Proxy Statement for the 2018 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.
Item 14.
Item 14. Principal Accounting Fees and Services.
The information required by this item is incorporated by reference to our Proxy Statement for the 2018 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements. The financial statements filed as part of this Annual Report on Form 10-K are listed in the index to the financial statements, which is included in “Item 8. Financial Statements and Supplementary Data.”
(a)(2) Financial Statement Schedules. The following financial statement schedules should be read in conjunction with the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.” All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.
OUTFRONT Media Inc.
Schedule II-Valuation and Qualifying Accounts
(in millions)
(a)
For the year ended December 31, 2015, reflects change in allowance related to foreign currency translation adjustments and amounts reclassified to Assets held for sale on our Consolidated Statement of Financial Position.
OUTFRONT Media Inc.
SCHEDULE III - Schedule of Real Estate and
Accumulated Depreciation
as of December 31, 2017
(in millions)
______________________
(1)
No single asset exceeded 5% of the total gross carrying amount as of December 31, 2017.
(2)
This information is omitted as it would be impracticable to compile on a site-by-site basis.
(3)
Includes sites under construction.
The following table summarizes the activity for the Company’s real estate assets, which consist of advertising displays, and the related accumulated depreciation.
(a)(3) Exhibits. The exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index immediately following “Item16. Form 10-K Summary,” which is incorporated herein by reference.
Item 16. Form 10-K Summary.
None.
EXHIBIT INDEX
_______________________
†
Schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule, annex or exhibit upon request.
*
Management contracts and compensatory plans and arrangements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OUTFRONT MEDIA INC.
By:
/s/ Donald R. Shassian
Name:
Donald R. Shassian
Title:
Executive Vice President and Chief Financial Officer
Date: February 28, 2018
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Donald R. Shassian, Richard H. Sauer and Louis J. Capocasale, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.