LAMAR ADVERTISING CONEW
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
View on SEC.govAbout 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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| PART I | ||
|---|---|---|
| Special Note Regarding Forward-Looking Statements | ||
| ITEM 1. | Business | 5 |
| General | 5 | |
| Corporate History | 5 | |
| Operating Strategies | 6 | |
| Capital Allocation Strategy | 6 | |
| Company Operations | 7 | |
| Competition | 9 | |
| Geographic Diversification | 10 | |
| Taxable REIT Subsidiaries | 10 | |
| Advertising Tenants | 11 | |
| Regulation | 11 | |
| Legal Proceedings | 12 | |
| Real Estate Portfolio | 12 | |
| Contract Expirations | 13 | |
| Human Capital Resources | 13 | |
| Inflation | 14 | |
| Seasonality | 14 | |
| Available Information | 14 | |
| ITEM 1A. | Risk Factors | 15 |
| ITEM 1B. | Unresolved Staff Comments | 24 |
| ITEM 1C. | Cybersecurity | 24 |
| ITEM 2. | Properties | 25 |
| ITEM 3. | Legal Proceedings | 25 |
| ITEM 4. | Mine Safety Disclosures | 25 |
| PART II | ||
| ITEM 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 26 |
| ITEM 6. | Reserved | 26 |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 |
| Lamar Advertising Company | 26 | |
| Overview | 27 | |
| Non-GAAP Financial Measures | 27 | |
| Results of Operations: Years Ended December 31, 2023 and 2022 | 28 | |
| Liquidity and Capital Resources | 31 | |
| Critical Accounting Estimates | 38 | |
| Accounting Standards and Regulatory Update | 39 | |
| Lamar Media | 39 | |
| Results of Operations: Years Ended December 31, 2023 and 2022 | 39 | |
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 43 |
| ITEM 8. | Financial Statements | 44 |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 103 |
| ITEM 9A. | Controls and Procedures | 103 |
| ITEM 9B. | Other Information | 104 |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 104 |
| PART III | ||
|---|---|---|
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 105 |
| ITEM 11. | Executive Compensation | 105 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 105 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 105 |
| ITEM 14. | Principal Accounting Fees and Services | 105 |
| PART IV | ||
| ITEM 15. | Exhibits, Financial Statement Schedules | 106 |
| Index to Exhibits | 107 | |
| Signatures | 121 | |
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included in this report is forward-looking in nature within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This report uses terminology such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue” and similar expressions to identify forward-looking statements. Examples of forward-looking statements in this report include statements about: (i) our future financial performance and condition; (ii) our business plans, objectives, prospects, growth and operating strategies; (iii) our future capital expenditures and level of acquisition activity; (iv) our ability to integrate acquired assets and realize operating efficiency from acquisitions; (v) market opportunities and competitive positions; (vi) our future cash flows and expected cash requirements; (vii) expected timing and amount of distributions to our stockholders; (viii) estimated risks; (ix) our ability to maintain compliance with applicable covenants and restrictions included in Lamar Media Corp’s (“Lamar Media”) senior credit facility, Accounts Receivable Securitization Program (as defined herein) and the indentures relating to its outstanding notes; (x) stock price; and (xi) our ability to remain qualified as a real estate investment trust (“REIT”).
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors, including but not limited to the following, any of which may cause our actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements: (i) the state of the economy and financial markets generally and their effects on the markets in which we operate and the broader demand for advertising; (ii) the levels of expenditures on advertising in general and outdoor advertising in particular; (iii) risks and uncertainties relating to our significant indebtedness; (iv) the demand for outdoor advertising and its continued popularity as an advertising medium; (v) our need for, and ability to obtain, additional funding for acquisitions, operations and debt refinancing; (vi) increased competition within the outdoor advertising industry; (vii) the regulation of the outdoor advertising industry by federal, state and local governments; (viii) our ability to renew expiring contracts at favorable rates; (ix) the integration of businesses and assets that we acquire and our ability to recognize cost savings and operating efficiencies as a result of these acquisitions; (x) our ability to successfully implement our digital deployment strategy; (xi) the market for our Class A common stock; (xii) changes in accounting principles, policies or guidelines; (xiii) our ability to effectively mitigate the threat of and damages caused by hurricanes and other kinds of severe weather; (xiv) our ability to maintain our status as a REIT; and (xv) changes in tax laws applicable to REITs or in the interpretation of those laws.
The forward-looking statements in this report are based on our current good faith beliefs; however, actual results may differ due to inaccurate assumptions, the factors listed above or other foreseeable or unforeseeable factors. Consequently, we cannot guarantee that any of the forward-looking statements will prove to be accurate. The forward-looking statements in this report speak only as of the date of this report, and Lamar Advertising Company and Lamar Media Corp. expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained in this report, except as required by law.
INDUSTRY AND MARKET DATA
The industry and market data presented throughout this report are based on the experience and estimates of our management and the data in reports issued by third-parties, including the Out of Home Advertising Association of America (OAAA). In each case, we believe this industry and market data is reasonable. We have not, however, independently verified the industry and market data derived from third-party sources, and no independent source has verified the industry and market data derived from management’s experience and estimates.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.