LAMAR ADVERTISING CONEW

For the period ended Dec 31, 2023. Filed Feb 23, 2024.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 23, 2024

LAMR$158.75+1.8%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

(1)Description of the Business and Significant Accounting Policies

(a)Nature of Business

Lamar Media Corp. (“Lamar Media”) is a wholly owned subsidiary of Lamar Advertising Company. Lamar Media is engaged in the outdoor advertising business operating approximately 160,400 outdoor advertising displays in 45 states and Canada. Lamar Media’s operating strategy is to be the leading provider of outdoor advertising services in the markets it serves.

In addition, Lamar Media operates a logo sign business in 23 states throughout the United States as well as the province of Ontario, Canada. Logo signs are erected pursuant to state-awarded service contracts on public rights-of-way near highway exits and deliver brand name information on available gas, food, lodging and camping services. Included in the Company’s logo sign business are tourism signing contracts. The Company provides transit advertising in airport terminals, on bus shelters, benches and buses in the markets it serves.

On July 1, 2022, Lamar Media entered into the Amended and Restated Limited Partnership Agreement (the "Partnership Agreement") of Lamar Advertising Limited Partnership (the "OP") as the initial limited partner, along with its wholly owned subsidiary, Lamar Advertising General Partner, LLC, as the general partner of the OP (the "General Partner"). Lamar Media formed the OP and contributed all of its assets to the OP in connection with the Company's reorganization (the "Reorganization") as a specific type of REIT known as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). The Company completed the Reorganization to facilitate tax-deferred contributions of properties to the OP in exchange for limited partnership interests in the OP. The Reorganization did not have a material impact on our consolidated financial statements.

Certain footnotes are not provided for the accompanying financial statements as the information in notes 2, 3, 5, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 and portions of note 1 to the consolidated financial statements of Lamar Advertising Company included elsewhere in this filing are substantially equivalent to that required for the consolidated financial statements of Lamar Media Corp. Earnings per share data is not provided for the operating results of Lamar Media Corp. as it is a wholly owned subsidiary of Lamar Advertising Company.

(b)Principles of Consolidation

The accompanying consolidated financial statements include Lamar Media, its subsidiary, Lamar Advertising Limited Partnership, and Lamar Advertising Limited Partnerships' wholly owned subsidiaries, The Lamar Company, L.L.C., Lamar Central Outdoor, LLC, Lamar TRS Holdings, LLC, Lamar Advertising Southwest, Inc., Interstate Logos, L.L.C., Lamar Obie Company, LLC, Lamar Canadian Outdoor Company, Lamar Advertising of Puerto Rico, Inc., Lamar QRS Receivables, LLC, Fairway Media Group, LCC, Ashby Street Outdoor Holdings, LLC and their majority-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

(2)Non-cash Financing and Investing Activities

There wereno significant non-cash investing activities or significant non-cash financing activities during the years ended December 31, 2023, 2022 and 2021.

(3)Goodwill and Other Intangible Assets

The following is a summary of intangible assets at December 31, 2023 and 2022:

Estimated Life (Years) · 2023 · 2022
Gross Carrying Amount · Accumulated Amortization · Gross Carrying Amount · Accumulated Amortization
Amortizable Intangible Assets:
Customer lists and contracts	7—10	$731,156	$640,635	$720,051	$614,840
Non-competition agreement	3—15	71,960	66,455	71,599	65,647
Site locations	15	2,955,324	1,891,078	2,864,854	1,781,164
Other	2—15	52,033	41,338	51,619	40,314
		$3,810,473	$2,639,506	$3,708,123	$2,501,965
Unamortizable Intangible Assets:
Goodwill		$2,277,786	$252,667	$2,277,784	$252,667

The changes in the gross carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows:

Balance as of December 31, 2021	$2,178,941
Goodwill acquired during the year	99,003
Purchase price adjustments and other	(160)
Balance as of December 31, 2022	2,277,784
Purchase price adjustments and other	2
Balance as of December 31, 2023	$2,277,786

(4)Accrued Expenses

The following is a summary of accrued expenses at December 31, 2023 and 2022:

	2023	2022
Payroll	$21,903	$24,601
Interest	23,322	23,360
Accrued variable lease and contract expense	30,375	28,117
Non-cash compensation	7,936	12,216
Other	13,928	20,430
	$97,464	$108,724

(5)Long-term Debt

Long-term debt consists of the following at December 31, 2023 and 2022:

	December 31, 2023
	Debt	Deferred financing costs	Debt, net of deferred financing costs
Senior Credit Facility	$1,019,222	$8,266	$1,010,956
Accounts Receivable Securitization Program	250,000	380	249,620
3 3/4% Senior Notes	600,000	4,923	595,077
3 5/8% Senior Notes	550,000	6,226	543,774
4% Senior Notes	549,516	5,675	543,841
4 7/8% Senior Notes	400,000	3,775	396,225
Other notes with various rates and terms	1,634	—	1,634
	3,370,372	29,245	3,341,127
Less current maturities	(250,398)	(380)	(250,018)
Long-term debt, excluding current maturities	$3,119,974	$28,865	$3,091,109
	December 31, 2022
	Debt	Deferred financing costs	Debt, net of deferred financing costs
Senior Credit Facility	$993,970	$8,171	$985,799
Accounts Receivable Securitization Program	250,000	593	249,407
3 3/4% Senior Notes	600,000	6,000	594,000
3 5/8% Senior Notes	550,000	6,982	543,018
4% Senior Notes	549,437	6,459	542,978
4 7/8% Senior Notes	400,000	4,410	395,590
Other notes with various rates and terms	2,013	—	2,013
	3,345,420	32,615	3,312,805
Less current maturities	(250,378)	(593)	(249,785)
Long-term debt, excluding current maturities	$3,095,042	$32,022	$3,063,020

Long-term debt contractual maturities are as follows:

Debt · Deferred financing costs · Debt, net of deferred financing costs
2024	$399	$—	$399
2025	$600,420	$964	$599,456
2026	$442	$—	$442
2027	$599,568	$3,601	$595,967
2028	$670,000	$9,004	$660,996
Later years	$1,499,543	$15,676	$1,483,867

(6)Related Party Transactions

Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar Media Corp. or its subsidiaries through common ownership and directorate control.

As of December 31, 2023 and 2022, there was a payable to Lamar Advertising Company, its parent, in the amount of $1,009 and $1,871, respectively.

Effective December 31, 2023 and 2022, Lamar Advertising Company contributed $42,627 and $60,273, respectively, to Lamar Media which resulted in an increase in Lamar Media’s additional paid-in capital.

(7)Summarized Financial Information of Subsidiaries

Separate condensed consolidating financial information for Lamar Media, subsidiary guarantors and non-guarantor subsidiaries are presented below. Lamar Media and its subsidiary guarantors have fully and unconditionally guaranteed Lamar Media’s obligations with respect to its publicly issued notes. All guarantees are joint and several. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information. The following condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes. The condensed consolidating financial information is provided as an alternative to providing separate financial statements for guarantor subsidiaries. Separate financial statements of Lamar Media’s subsidiary guarantors are not included because the guarantees are full and unconditional and the subsidiary guarantors are 100% owned and jointly and severally liable for Lamar Media’s outstanding publicly issued notes. The accounts for all companies reflected herein are presented using the equity method of accounting for investments in subsidiaries.

Condensed Consolidating Balance Sheet as of December 31, 2023

	Lamar Media Corp.	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Lamar Media Consolidated
ASSETS
Total current assets	$33,875	$28,905	$309,906	$—	$372,686
Net property, plant and equipment	—	1,548,946	17,524	—	1,566,470
Operating lease right of use assets	—	1,281,503	33,930	—	1,315,433
Intangibles and goodwill, net	—	3,179,107	16,979	—	3,196,086
Other assets	4,596,516	349,680	249,662	(5,099,653)	96,205
Total assets	$4,630,391	$6,388,141	$628,001	$(5,099,653)	$6,546,880
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt	$—	$398	$249,620	$—	$250,018
Current operating lease liabilities	—	202,992	7,576	—	210,568
Other current liabilities	45,225	184,018	14,337	—	243,580
Total current liabilities	45,225	387,408	271,533	—	704,166
Long-term debt	3,089,874	1,235	—	—	3,091,109
Operating lease liabilities	—	1,050,330	24,955	—	1,075,285
Other noncurrent liabilities	285,929	424,532	343,253	(587,171)	466,543
Total liabilities	3,421,028	1,863,505	639,741	(587,171)	5,337,103
Stockholder's equity	1,209,363	4,524,636	(11,740)	(4,512,482)	1,209,777
Total liabilities and stockholder's equity	$4,630,391	$6,388,141	$628,001	$(5,099,653)	$6,546,880

Condensed Consolidating Balance Sheet as of December 31, 2022

	Lamar Media Corp.	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Lamar Media Consolidated
ASSETS
Total current assets	$39,829	$36,667	$287,556	$—	$364,052
Net property, plant and equipment	—	1,483,395	16,304	—	1,499,699
Operating lease right of use assets	—	1,252,414	19,217	—	1,271,631
Intangibles and goodwill, net	—	3,214,284	16,991	—	3,231,275
Other assets	4,514,221	325,052	250,056	(4,997,514)	91,815
Total assets	$4,554,050	$6,311,812	$590,124	$(4,997,514)	$6,458,472
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt	$—	$378	$249,407	$—	$249,785
Current operating lease liabilities	—	198,320	7,518	—	205,838
Other current liabilities	23,360	222,871	15,314	—	261,545
Total current liabilities	23,360	421,569	272,239	—	717,168
Long-term debt	3,061,385	1,635	—	—	3,063,020
Operating lease liabilities	—	1,025,385	10,270	—	1,035,655
Other noncurrent liabilities	281,804	418,163	301,957	(546,796)	455,128
Total liabilities	3,366,549	1,866,752	584,466	(546,796)	5,270,971
Stockholder's equity	1,187,501	4,445,060	5,658	(4,450,718)	1,187,501
Total liabilities and stockholder's equity	$4,554,050	$6,311,812	$590,124	$(4,997,514)	$6,458,472

for the Year Ended December 31, 2023

	Lamar Media Corp.	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Lamar Media Consolidated
Statement of Income
Net revenues	$—	$2,069,600	$44,068	$(2,681)	$2,110,987
Operating expenses (income)
Direct advertising expenses(1)	—	667,962	31,518	(2,681)	696,799
General and administrative expenses(1)	—	336,623	8,157	—	344,780
Corporate expenses(1)	—	104,023	1,505	—	105,528
Depreciation and amortization	—	289,257	4,166	—	293,423
Gain on disposition of assets	—	(5,476)	2	—	(5,474)
	—	1,392,389	45,348	(2,681)	1,435,056
Operating income (loss)	—	677,211	(1,280)	—	675,931
Loss on extinguishment of debt	115	—	—	—	115
Equity in (earnings) loss of subsidiaries	(655,864)	—	—	655,864	—
Interest expense (income), net	159,489	(1,934)	14,842	—	172,397
Equity in earnings of investee	—	(3,696)	—	—	(3,696)
Income (loss) before income tax expense	496,260	682,841	(16,122)	(655,864)	507,115
Income tax expense(2)	—	9,511	271	—	9,782
Net income (loss)	496,260	673,330	(16,393)	(655,864)	497,333
Earnings attributable to non-controlling interest	—	387	686	—	1,073
Net income (loss) attributable to controlling interest	$496,260	$672,943	$(17,079)	$(655,864)	$496,260
Statement of Comprehensive Income
Net income (loss)	$496,260	$673,330	$(16,393)	$(655,864)	$497,333
Total other comprehensive income, net of tax	—	—	231	—	231
Total comprehensive income (loss)	496,260	673,330	(16,162)	(655,864)	497,564
Earnings attributable to non-controlling interest	—	387	686	—	1,073
Comprehensive income (loss) attributable to controlling interest	$496,260	$672,943	$(16,848)	$(655,864)	$496,491

(2)The income tax expense reflected in each column does not include any tax effect of the equity in earnings from subsidiaries.

for the Year Ended December 31, 2022

	Lamar Media Corp.	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Lamar Media Consolidated
Statement of Income
Net revenues	$—	$1,992,900	$41,789	$(2,549)	$2,032,140
Operating expenses (income)
Direct advertising expenses(1)	—	639,948	29,889	(2,549)	667,288
General and administrative expenses(1)	—	343,188	7,435	—	350,623
Corporate expenses(1)	—	99,392	2,606	—	101,998
Depreciation and amortization	—	345,857	3,592	—	349,449
Gain on disposition of assets	—	(3,235)	(12,486)	—	(15,721)
	—	1,425,150	31,036	(2,549)	1,453,637
Operating income	—	567,750	10,753	—	578,503
Equity in (earnings) loss of subsidiaries	(561,545)	—	—	561,545	—
Interest expense (income), net	122,396	(531)	4,352	—	126,217
Equity in earnings of investee	—	(4,315)	—	—	(4,315)
Income (loss) before income tax expense	439,149	572,596	6,401	(561,545)	456,601
Income tax expense(2)	—	10,970	6,482	—	17,452
Net income (loss)	$439,149	$561,626	$(81)	$(561,545)	$439,149
Statement of Comprehensive Income
Net income (loss)	$439,149	$561,626	$(81)	$(561,545)	$439,149
Total other comprehensive loss, net of tax	—	—	(1,514)	—	(1,514)
Total comprehensive income (loss)	$439,149	$561,626	$(1,595)	$(561,545)	$437,635

(2)The income tax expense reflected in each column does not include any tax effect of the equity in earnings from subsidiaries.

for the Year Ended December 31, 2021

	Lamar Media Corp.	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Lamar Media Consolidated
Statement of Income
Net revenues	$—	$1,752,106	$37,055	$(1,760)	$1,787,401
Operating expenses (income)
Direct advertising expenses(1)	—	552,953	25,314	(1,760)	576,507
General and administrative expenses(1)	—	322,278	4,358	—	326,636
Corporate expenses(1)	—	91,479	1,595	—	93,074
Depreciation and amortization	—	267,141	4,153	—	271,294
Gain on disposition of assets	—	(1,965)	(150)	—	(2,115)
	—	1,231,886	35,270	(1,760)	1,265,396
Operating income	—	520,220	1,785	—	522,005
Loss on extinguishment of debt	21,604	—	—	—	21,604
Equity in (earnings) loss of subsidiaries	(515,288)	—	—	515,288	—
Interest expense (income), net	104,776	(44)	889	—	105,621
Equity in earnings of investee	—	(3,384)	—	—	(3,384)
Income (loss) before income tax expense (benefit)	388,908	523,648	896	(515,288)	398,164
Income tax expense (benefit)(2)	—	9,556	(300)	—	9,256
Net income (loss)	$388,908	$514,092	$1,196	$(515,288)	$388,908
Statement of Comprehensive Income
Net income (loss)	$388,908	$514,092	$1,196	$(515,288)	$388,908
Total other comprehensive loss, net of tax	—	—	(79)	—	(79)
Total comprehensive income (loss)	$388,908	$514,092	$1,117	$(515,288)	$388,829

(2)The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from subsidiaries.

Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2023

	Lamar Media Corp.	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Lamar Media Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$600,132	$924,435	$(34,965)	$(733,292)	$756,310
Cash flows from investing activities:
Capital expenditures	—	(173,253)	(5,018)	—	(178,271)
Acquisitions	—	(138,961)	—	—	(138,961)
Proceeds from disposition of assets and investments	—	7,051	—	—	7,051
Investment in subsidiaries	(138,961)	—	—	138,961	—
(Increase) decrease in intercompany notes receivable	(15,589)	—	—	15,589	—
Decrease in notes receivable	—	62	—	—	62
Net cash (used in) provided by investing activities	(154,550)	(305,101)	(5,018)	154,550	(310,119)
Cash flows from financing activities:
Proceeds received from revolving credit facility	403,000	—	—	—	403,000
Payment on revolving credit facility	(378,000)	—	—	—	(378,000)
Principal payments on long-term debt	—	(381)	—	—	(381)
Principal payments on financing leases	—	(1,331)	—	—	(1,331)
Payment on accounts receivable securitization program	—	—	(114,900)	—	(114,900)
Proceeds received from accounts receivable securitization program	—	—	114,900	—	114,900
Debt issuance costs	(2,926)	—	(25)	—	(2,951)
Intercompany loan (payments) proceeds	—	(23,416)	39,005	(15,589)	—
Distributions to non-controlling interest	—	(440)	(616)	—	(1,056)
Dividends (to) from parent	(516,240)	(733,292)	—	733,292	(516,240)
Contributions from (to) parent	42,627	138,961	—	(138,961)	42,627
Net cash (used in) provided by financing activities	(451,539)	(619,899)	38,364	578,742	(454,332)
Effect of exchange rate changes in cash and cash equivalents	—	—	127	—	127
Net decrease in cash and cash equivalents	(5,957)	(565)	(1,492)	—	(8,014)
Cash and cash equivalents at beginning of period	39,729	1,285	11,105	—	52,119
Cash and cash equivalents at end of period	$33,772	$720	$9,613	$—	$44,105

Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2022

	Lamar Media Corp.	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Lamar Media Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$586,773	$875,208	$(20,112)	$(702,003)	$739,866
Cash flows from investing activities:
Capital expenditures	—	(162,515)	(4,563)	—	(167,078)
Acquisitions	—	(479,766)	—	—	(479,766)
Proceeds from disposition of assets and investments	—	3,358	12,291	—	15,649
Investment in subsidiaries	(479,766)	—	—	479,766	—
Decrease (increase) in intercompany notes receivable	81,526	—	—	(81,526)	—
Decrease in notes receivable	—	58	12,066	—	12,124
Net cash (used in) provided by investing activities	(398,240)	(638,865)	19,794	398,240	(619,071)
Cash flows from financing activities:
Proceeds received from revolving credit facility	445,000	—	—	—	445,000
Payment on revolving credit facility	(575,000)	—	—	—	(575,000)
Principal payments on long-term debt	—	(365)	—	—	(365)
Principal payments on financing leases	—	(1,331)	—	—	(1,331)
Proceeds received from senior credit facility term loans	350,000	—	—	—	350,000
Proceeds received from accounts receivable securitization program	—	—	265,000	—	265,000
Payment on accounts receivable securitization program	—	—	(190,000)	—	(190,000)
Debt issuance costs	(1,347)	—	(236)	—	(1,583)
Intercompany loan (payments) proceeds	—	(14,619)	(66,907)	81,526	—
Distributions to non-controlling interest	—	—	(814)	—	(814)
Dividends (to) from parent	(518,753)	(702,003)	—	702,003	(518,753)
Contributions from (to) parent	60,273	479,766	—	(479,766)	60,273
Net cash (used in) provided by financing activities	(239,827)	(238,552)	7,043	303,763	(167,573)
Effect of exchange rate changes in cash and cash equivalents	—	—	(391)	—	(391)
Net (decrease) increase in cash and cash equivalents	(51,294)	(2,209)	6,334	—	(47,169)
Cash and cash equivalents at beginning of period	91,023	3,494	4,771	—	99,288
Cash and cash equivalents at end of period	$39,729	$1,285	$11,105	$—	$52,119

Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2021

	Lamar Media Corp.	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Lamar Media Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$596,116	$849,072	$(21,301)	$(708,341)	$715,546
Cash flows from investing activities:
Acquisitions	—	(312,257)	—	—	(312,257)
Capital expenditures	—	(119,728)	(6,362)	—	(126,090)
Payment for investments in equity securities	—	(30,000)	—	—	(30,000)
Proceeds from disposition of assets and investments	—	6,480	—	—	6,480
Investment in subsidiaries	(342,257)	—	—	342,257	—
Decrease (increase) in intercompany notes receivable	51,976	—	—	(51,976)	—
Decrease in notes receivable	—	107	—	—	107
Net cash (used in) provided by investing activities	(290,281)	(455,398)	(6,362)	290,281	(461,760)
Cash flows from financing activities:
Proceeds received from revolving credit facility	200,000	—	—	—	200,000
Payment on revolving credit facility	(25,000)	—	—	—	(25,000)
Principal payments on long-term debt	—	(378)	—	—	(378)
Principal payments on financing leases	—	(1,331)	—	—	(1,331)
Proceeds received from accounts receivable securitization program	—	—	180,000	—	180,000
Payment on accounts receivable securitization program	—	—	(127,500)	—	(127,500)
Debt issuance costs	(8,385)	—	(438)	—	(8,823)
Proceeds received from note offering	550,000	—	—	—	550,000
Redemption of senior notes and senior subordinated notes	(668,688)	—	—	—	(668,688)
Intercompany loan (payments) proceeds	—	(24,119)	(27,857)	51,976	—
Distributions to non-controlling interest	—	—	(601)	—	(601)
Contributions from (to) parent	37,548	342,257	—	(342,257)	37,548
Dividends (to) from parent	(410,875)	(708,341)	—	708,341	(410,875)
Net cash (used in) provided by financing activities	(325,400)	(391,912)	23,604	418,060	(275,648)
Effect of exchange rate changes in cash and cash equivalents	—	—	81	—	81
Net (decrease) increase in cash and cash equivalents	(19,565)	1,762	(3,978)	—	(21,781)
Cash and cash equivalents at beginning of period	110,588	1,732	8,749	—	121,069
Cash and cash equivalents at end of period	$91,023	$3,494	$4,771	$—	$99,288

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