LAMAR ADVERTISING CO/NEW

Previous wording

The following is a discussion of the consolidated financial condition and results of operations of the Company for the three and nine months ended September 30, 2024 and 2023. This discussion should be read in conjunction with the condensed consolidated financial statements of the Company and the related notes thereto.

Current wording

The following is a discussion of the consolidated financial condition and results of operations of the Company for the three months ended March 31, 2025 and 2024. This discussion should be read in conjunction with the condensed consolidated financial statements of the Company and the related notes thereto.

Previous wording

The Company’s net revenues are derived primarily from the rental of advertising space on outdoor advertising displays owned and operated by the Company. Revenue growth is based on many factors that include the Company’s ability to increase occupancy of its existing advertising displays; raise advertising rates; and acquire new advertising displays and its operating results are therefore affected by general economic conditions, as well as trends in the advertising industry. Advertising spending is particularly sensitive to changes in general economic conditions which affect the rates that the Company is able to charge for advertising on its displays and its ability to maximize advertising sales or occupancy on its displays.

Current wording

The Company’s net revenues are derived primarily from the rental of advertising space on outdoor advertising displays owned and operated by the Company. We manage our business through three operating segments – billboard, logo and transit advertising. Revenue growth is based on many factors that include the Company’s ability to increase occupancy of its existing advertising displays; raise advertising rates; and acquire new advertising displays and its operating results are therefore affected by general economic conditions, as well as trends in the advertising industry. Advertising spending is particularly sensitive to changes in general economic conditions, which affect the rates the Company is able to charge for advertising on its displays and its ability to maximize advertising sales or occupancy on its displays.

Previous wording

Historically, the Company has made strategic acquisitions of outdoor advertising assets to increase the number of outdoor advertising displays it operates in existing and new markets. The Company continues to evaluate and pursue strategic acquisition opportunities as they arise. The Company has financed its historical acquisitions and intends to finance any future acquisition activity from available cash, borrowings under its senior credit facility or the issuance of debt or equity securities. See “Liquidity and Capital Resources-Sources of Cash” for more information.

Current wording

Historically, the Company has made strategic acquisitions of outdoor advertising assets to increase the number of outdoor advertising displays it operates in existing and new markets. The Company continues to evaluate and pursue strategic acquisition opportunities as they arise. The Company has financed its historical acquisitions and intends to finance any future acquisition activity from available cash, borrowings under the senior credit facility and the Accounts Receivable Securitization Program or the issuance of debt or equity securities. See “Liquidity and Capital Resources- Sources of Cash,” for more information.

Previous wording

During the nine months ended September 30, 2024, the Company completed multiple acquisitions for a total cash purchase price of approximately $31.1 million. See Uses of Cash – Acquisitions for more information. The Company’s business requires expenditures for maintenance and capitalized costs associated with the construction of new billboard displays, the entrance into and renewal of logo sign and transit contracts, and the purchase of real estate and operating equipment. The following table presents a breakdown of capitalized expenditures for the three and nine months ended September 30, 2024 and 2023:

Current wording

During the three months ended March 31, 2025, the Company completed multiple acquisitions for a total cash purchase price of approximately $22.1 million. See Uses of Cash – Acquisitions for more information. The Company’s business requires expenditures for maintenance and capitalized costs associated with the construction of new billboard displays, the entrance into and renewal of logo sign and transit contracts, and the purchase of real estate and operating equipment. The following table presents a breakdown of capitalized expenditures for the three months ended March 31, 2025 and 2024:

Previous wording

We define adjusted EBITDA as net income before income tax expense (benefit), interest expense (income), equity in (earnings) loss of investee, loss (gain) on extinguishment of debt and investments, stock-based compensation, depreciation and amortization, loss (gain) on disposition of assets and investments, transaction expenses and capitalized contract fulfillment costs, net.

Current wording

We define adjusted EBITDA as net income before income tax expense (benefit), interest expense (income), equity in (earnings) loss of investee, loss (gain) on extinguishment of debt and investments, stock-based compensation, depreciation and amortization, loss (gain) on disposition of assets and investments, transaction expenses and capitalized contract fulfillment costs, net. Our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments.

Previous wording

Due to the above factors, operating income increased by $11.7 million to $495.4 million for the nine months ended September 30, 2024 as compared to $483.7 million for the same period in 2023.

Current wording

Due to the above factors, operating income increased by $66.6 million to $191.2 million for the three months ended March 31, 2025 as compared to $124.6 million for the same period in 2024.

Previous wording

Interest expense decreased $2.1 million for the three months ended September 30, 2024 to $42.9 million as compared to $45.1 million for the three months ended September 30, 2023 primarily due to the decrease in interest rates on the senior credit facility and Accounts Receivable Securitization Program.

Current wording

Interest expense decreased $6.2 million for the three months ended March 31, 2025 to $38.3 million as compared to $44.5 million for the three months ended March 31, 2024. The decrease was primarily due to the repayment of the Term A loans outstanding under the senior credit facility in July of 2024 as well as a decrease in interest rates on the senior credit facility and Accounts Receivable Securitization Program.

Previous wording

The increase in operating income resulted in a $10.8 million increase in income before income tax (benefit) expense. The effective tax rate for the nine months ended September 30, 2024 was 0.9%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.

Current wording

The increase in operating income resulted in a $73.8 million increase in income before income tax expense. The effective tax rate for the three months ended March 31, 2025 was 9.5%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.

Previous wording

As a result of the above factors, the Company recognized net income for the three months ended September 30, 2024 of $147.8 million, as compared to net income of $140.4 million for the same period in 2023.

Current wording

As a result of the above factors, the Company recognized net income for the three months ended March 31, 2025 of $139.2 million, as compared to net income of $78.5 million for the same period in 2024.

Previous wording

The Company has historically satisfied its working capital requirements with cash from operations and borrowings under the senior credit facility. The Company’s wholly owned subsidiary, Lamar Media Corp., is the borrower under the senior credit facility and maintains all corporate operating cash balances. Any cash requirements of the Company, therefore, must be funded by distributions from Lamar Media.

Current wording

The Company has historically satisfied its working capital requirements with cash from operations and borrowings under the senior credit facility and the Accounts Receivable Securitization Program. The Company’s wholly owned subsidiary, Lamar Media Corp., is the borrower under the senior credit facility and maintains all corporate operating cash balances. Certain subsidiaries of Lamar Media are the principal borrowers under the Accounts Receivable Securitization Program. Any cash requirements of the Company, therefore, must be funded by distributions from Lamar Media.

Previous wording

Total Liquidity. As of September 30, 2024 we had $450.7 million of total liquidity, which is comprised of $29.5 million in cash and cash equivalents and $421.2 million of availability under the revolving portion of Lamar Media’s senior credit facility. We expect our total liquidity to be adequate for the Company to meet its operational requirements for the next twelve months. We are currently in compliance with the maintenance covenant included in the senior credit facility and we would remain in compliance after giving effect to borrowing the full amount available to us under the revolving portion of the senior credit facility.

Current wording

Total Liquidity. As of March 31, 2025 we had $491.3 million of total liquidity, which is comprised of $36.1 million in cash and cash equivalents and $455.2 million of availability under the revolving portion of Lamar Media’s senior credit facility. We expect our total liquidity to be adequate for the Company to meet its operational requirements for the next twelve months. We are currently in compliance with the maintenance covenant included in the senior credit facility and we would remain in compliance after giving effect to borrowing the full amount available to us under the revolving portion of the senior credit facility.

Previous wording

As of September 30, 2024 and December 31, 2023, the Company had a working capital deficit of $326.4 million and $340.7 million, respectively. The decrease in working capital deficit of $14.3 million is primarily due to an increase in receivables, offset by an increase in deferred income.

Current wording

As of March 31, 2025 and December 31, 2024, the Company had a working capital deficit of $312.0 million and $353.2 million, respectively. The decrease in working capital deficit of $41.2 million is primarily due to a decrease in borrowings outstanding on the Accounts Receivable Securitization Program as well as a decrease in current operating lease liabilities.

Previous wording

Cash Generated by Operations. For the nine months ended September 30, 2024 and 2023, our cash provided by operating activities was $594.3 million and $529.4 million, respectively. The increase in cash provided by operating activities for the nine months ended September 30, 2024 over the same period in 2023 primarily relates to an increase in revenue of $72.5 million, offset by an increase in operating expenses (excluding stock-based compensation, gain on disposition of assets, and depreciation and amortization) of $35.1 million. We expect to generate cash flows from operations during 2024 in excess of our cash needs for operations, capital expenditures and dividends, as described herein. We believe we have sufficient liquidity available under our revolving credit facility to meet our operating cash needs for the next twelve months.

Current wording

Cash Generated by Operations. For the three months ended March 31, 2025 and 2024, our cash provided by operating activities was $127.7 million and $110.6 million, respectively. The increase in cash provided by operating activities for the three months ended March 31, 2025 over the same period in 2024 primarily relates to an increase in revenue as well as an increase in collections on receivables. We expect to generate cash flows from operations during 2025 in excess of our cash needs for operations, capital expenditures and dividends, as described herein. We believe we have sufficient liquidity available under our revolving credit facility to meet our operating cash needs for the next twelve months.

Previous wording

As of September 30, 2024, there was $249.8 million in outstanding aggregate borrowings under the Accounts Receivable Securitization Program. Lamar Media had no additional availability under the Accounts Receivable Securitization Program as of September 30, 2024.

Current wording

As of March 31, 2025, there was $223.5 million in outstanding aggregate borrowings under the Accounts Receivable Securitization Program. Lamar Media had no additional availability under the Accounts Receivable Securitization Program as of March 31, 2025.

Previous wording

“At-the-Market” Offering Program. On July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering agreement, (the "2024 Sales Agreement"), with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms (the "2021 Sales Agreement". Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $400.0 million through the Sales Agents as either agents or principals. Sales of the Class A common stock, if any, may be made in negotiated transactions or transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market and any other existing trading market for the Class A common stock, or sales made to or through a market maker other than on an exchange. The Company has no obligation to sell any of the Class A common stock under the 2024 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement. The Company intends to use the net proceeds, if any, from the sale of the Class A common stock pursuant to the 2024 Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital, capital expenditures, acquisition of outdoor advertising assets and businesses and other related investments. The Company did not issue any shares under this program during the three months ended September 30, 2024. The Company did not issue any shares under the 2021 Sales Agreement from inception through expiration.

Current wording

“At-the-Market” Offering Program. On July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering agreement, (the "2024 Sales Agreement"), with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms (the "2021 Sales Agreement". Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $400.0 million through the Sales Agents as either agents or principals. Sales of the Class A common stock, if any, may be made in negotiated transactions or transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market and any other existing trading market for the Class A common stock, or sales made to or through a market maker other than on an exchange. The Company has no obligation to sell any of the Class A common stock under the 2024 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement. The Company intends to use the net proceeds, if any, from the sale of the Class A common stock pursuant to the 2024 Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital, capital expenditures, acquisition of outdoor advertising assets and businesses and other related investments. The Company did not issue any shares under the 2024 Sales Agreement during the year ended December 31, 2024 and the three months ended March 31, 2025. The Company did not issue any shares under the 2021 Sales Agreement from inception through expiration.

Previous wording

Shelf Registration Statement. On June 21, 2021, the Company filed a new automatically effective shelf registration statement that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its Class A common stock. During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company did not issue any shares under the shelf registration statement. The shelf registration statement expired on June 21, 2024.

Current wording

Shelf Registration Statement. On June 21, 2021, the Company filed an automatically effective shelf registration statement that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its Class A common stock. The shelf registration statement expired on June 21, 2024.

Previous wording

On July 24, 2024, the Company filed a new automatically effective shelf registration statement that allows the Company to offer and sell an indeterminate amount of additional shares of its Class A common stock, which replaces the previous shelf registration statement. During the nine months ended September 30, 2024, the Company did not issue any shares under this shelf registration.

Current wording

On July 24, 2024, the Company filed a new automatically effective shelf registration statement that allows the Company to offer and sell an indeterminate amount of additional shares of its Class A common stock, which replaces the previous shelf registration statement. During the year ended December 31, 2024 and the three months ended March 31, 2025, the Company did not issue any shares under either shelf registration statement.

Previous wording

On July 29, 2022, Lamar Media entered into Amendment No. 2 ("Amendment No. 2") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. Amendment No. 2 established the Term A loans as a new class of incremental term loans. The Term A loans were set to mature on February 6, 2025 and bore interest based on Term SOFR ("Term SOFR Term A loans") or the Adjusted Base Rate ("Base Rate Term A loans"), at Lamar Media's option. Term SOFR Term A loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% (or the Adjusted Term SOFR Rate plus 1.25% at any time the Total Debt Ratio is less than or equal to 3.25 to 1). Base Rate Term A loans bore interest at a rate per annum equal to the Adjusted Base Rate plus 0.50% (or the Adjusted Base Rate plus 0.25% at any time the total debt ratio is less than or equal to 3.25 to 1). The covenants, events of default and other terms of the senior credit facility apply to the Term A loans. Lamar Media borrowed all $350.0 million in Term A loans on July 29, 2022. Proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on our Accounts Receivable Securitization Program. The Term A loans were subsequently repaid in full on July 31, 2024.

Current wording

On July 29, 2022, Lamar Media entered into Amendment No. 2 ("Amendment No. 2") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. Amendment No. 2 established the Term A loans as a new class of incremental term loans. The Term A loans were set to mature on February 6, 2025 and bore interest based on Term SOFR ("Term SOFR Term A loans") or the Adjusted Base Rate ("Base Rate Term A loans"), at Lamar Media's option. Term SOFR Term A loans bore interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% (or the Adjusted Term SOFR Rate plus 1.25% at any time the Total Debt Ratio is less than or equal to 3.25 to 1). Base Rate Term A loans bore interest at a rate per annum equal to the Adjusted Base Rate plus 0.50% (or the Adjusted Base Rate plus 0.25% at any time the total debt ratio is less than or equal to 3.25 to 1). The covenants, events of default and other terms of the senior credit facility apply to the Term A loans. Lamar Media borrowed all $350.0 million in Term A loans on July 29, 2022. Proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on our Accounts Receivable Securitization Program. The Term A loans were subsequently repaid in full on July 31, 2024.

Previous wording

As of September 30, 2024 the aggregate balance outstanding under the senior credit facility was $920.0 million, consisting of $600.0 million in Term B loans aggregate principal balance and $320.0 million outstanding borrowings under our revolving credit facility. Lamar Media had approximately $421.2 million of unused capacity under the revolving credit facility.

Current wording

As of March 31, 2025 the aggregate balance outstanding under the senior credit facility was $886.0 million, consisting of $600.0 million in Term B loans aggregate principal balance and $286.0 million outstanding borrowings under our revolving credit facility. Lamar Media had approximately $455.2 million of unused capacity under the revolving credit facility.

Previous wording

Lamar Media is also restricted from incurring additional unsecured senior indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, Lamar Media would have a total debt ratio, defined as (a) total consolidated debt (including subordinated debt) of Lamar Advertising, Lamar Media and its restricted subsidiaries as of any date minus the lesser of (i) $150.0 million and (ii) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries) to (b) EBITDA, as defined below, for the most recent four fiscal quarters then ended, is less than 7.0 to 1.0.

Current wording

Lamar Media is also restricted from incurring additional unsecured senior indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, Lamar Media would have a total debt ratio, defined as (x) total consolidated debt (including subordinated debt) of Lamar Advertising, Lamar Media and its restricted subsidiaries as of any date minus the lesser of (i) $150.0 million and (ii) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries) to (y) EBITDA, as defined below, for the most recent four fiscal quarters then ended, of less than 7.0 to 1.0.

Previous wording

Under the senior credit facility, as amended, “EBITDA” means, for any period, net income, plus (a) to the extent deducted in determining net income for such period, the sum determined without duplication and in accordance with GAAP, of (i) taxes, (ii) interest expense, (iii) depreciation, (iv) amortization, (v) any other non-cash income or charges accrued for such period, (vi) charges and expenses in connection with the senior credit facility, any actual or proposed acquisition, disposition or investment (excluding, in each case, purchases and sales of advertising space and operating assets in the ordinary course of business) and any actual or proposed offering of securities, incurrence or repayment of indebtedness (or amendment to any agreement relating to indebtedness), including any refinancing thereof, or recapitalization, (vii) any loss or gain relating to amounts paid or earned in cash prior to the stated settlement date of any swap agreement that has been reflected in operating income for such period, and (viii) any loss on sales of receivables and related assets to a securitization entity in connection with a permitted securitization financing, plus (b) the amount of cost savings, operating expense reductions and other operating improvements or synergies projected by Lamar Media in good faith to be realized as a result of any acquisition, investment, merger, amalgamation or disposition within 18 months of any such acquisition, investment, merger, amalgamation or disposition, net of the amount of actual benefits realized during such period from such action; provided, (A) the aggregate amount for all such cost savings, operating expense reductions and other operating improvements or synergies will not exceed an amount equal to 15% of EBITDA for the applicable four quarter period and (B) any such adjustment to EBITDA pursuant to this clause (b) may only take into account cost savings, operating expense reductions and other operating improvements or synergies that are (I) directly attributable to such acquisition, investment, merger, amalgamation or disposition, (II) expected to have a continuing impact on Lamar Media and its restricted subsidiaries and (III) factually supportable, in each case all as certified by the chief financial officer of Lamar Media on behalf of Lamar Media, minus (c) to the extent included in net income for such period (determined without duplication and in accordance with GAAP) (i) any extraordinary and unusual gains or losses during such period, and (ii) the proceeds of any casualty events and dispositions. For purposes of this EBITDA definition, the effect thereon of any adjustments required under Statement of Financial Accounting Standards No. 141R will be excluded. If during any period for which EBITDA is being determined, we have consummated any acquisition or disposition, EBITDA will be determined on a pro forma basis as if such acquisition or disposition had been made or consummated on the first day of such pe…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Under the senior credit facility, as amended, “EBITDA” means, for any period, net income, plus (a) to the extent deducted in determining net income for such period, the sum determined without duplication and in accordance with GAAP, of (i) taxes, (ii) interest expense, (iii) depreciation, (iv) amortization, (v) any other non-cash income or charges accrued for such period, (vi) charges and expenses in connection with the senior credit facility, any actual or proposed acquisition, disposition or investment (excluding, in each case, purchases and sales of advertising space and operating assets in the ordinary course of business) and any actual or proposed offering of securities, incurrence or repayment of indebtedness (or amendment to any agreement relating to indebtedness), including any refinancing thereof, or recapitalization, (vii) any loss or gain relating to amounts paid or earned in cash prior to the stated settlement date of any swap agreement that has been reflected in operating income for such period, and (viii) any loss on sales of receivables and related assets to a securitization entity in connection with a permitted securitization financing, plus (b) the amount of cost savings, operating expense reductions and other operating improvements or synergies projected by Lamar Media in good faith to be realized as a result of any acquisition, investment, merger, amalgamation or disposition within 18 months of any such acquisition, investment, merger, amalgamation or disposition, net of the amount of actual benefits realized during such period from such action; provided, (A) the aggregate amount for all such cost savings, operating expense reductions and other operating improvements or synergies will not exceed an amount equal to 15% of EBITDA for the applicable four quarter period and (B) any such adjustment to EBITDA pursuant to this clause (b) may only take into account cost savings, operating expense reductions and other operating improvements or synergies that are (I) directly attributable to such acquisition, investment, merger, amalgamation or disposition, (II) expected to have a continuing impact on Lamar Media and its restricted subsidiaries and (III) factually supportable, in each case all as certified by the chief financial officer of Lamar Media on behalf of Lamar Media, minus (c) to the extent included in net income for such period (determined without duplication and in accordance with GAAP) (i) any extraordinary and unusual gains or losses during such period, and (ii) the proceeds of any casualty events and dispositions. For purposes of this EBITDA definition, the effect thereon of any adjustments required under Statement of Financial Accounting Standards No. 141R shall be excluded. If during any period for which EBITDA is being determined, Lamar Media has consummated any acquisition or disposition, EBITDA will be determined on a pro forma basis as if such acquisition or disposition had been made or consummated on the first day o…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Under the senior credit facility, “net income” means for any period, the consolidated net income (or loss) of Lamar Advertising, us, and our restricted subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that the following is excluded from net income: (a) the income (or deficit) of any person accrued prior to the date it becomes a restricted subsidiary or is merged into or consolidated with Lamar Advertising, us or any of our restricted subsidiaries, and (b) the income (or deficit) of any person (other than any of our restricted subsidiaries) in which Lamar Advertising, we or any of our subsidiaries has an ownership interest, except to the extent that any such income is received by Lamar Advertising, us or any of our restricted subsidiaries in the form of dividends or similar distributions.

Current wording

Under the senior credit facility, "net income" means for any period, the consolidated net income (or loss) of Lamar Advertising, Lamar Media, and its restricted subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that the following is excluded from net income: (a) the income (or deficit) of any person accrued prior to the date it becomes a restricted subsidiary or is merged into or consolidated with Lamar Advertising, Lamar Media or any of its restricted subsidiaries, and (b) the income (or deficit) of any person (other than any of our restricted subsidiaries) in which Lamar Advertising, Lamar Media or any of its subsidiaries has an ownership interest, except to the extent that any such income is received by Lamar Advertising, Lamar Media or any of its restricted subsidiaries in the form of dividends or similar distributions.

Previous wording

Restrictions under Accounts Receivable Securitization Program. The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under Lamar Media’s senior credit facility.

Current wording

Restrictions under Accounts Receivable Securitization Program. The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under the senior credit facility.

Previous wording

Capital Expenditures. Capital expenditures, excluding acquisitions, were approximately $82.3 million for the nine months ended September 30, 2024. We anticipate our 2024 total capital expenditures will be approximately $125.0 million.

Current wording

Capital Expenditures. Capital expenditures, excluding acquisitions, were approximately $29.9 million for the three months ended March 31, 2025. We anticipate our 2025 total capital expenditures will be approximately $195.0 million.

Previous wording

Acquisitions. During the nine months ended September 30, 2024, the Company completed acquisitions for an aggregate purchase price of approximately $31.1 million, which were financed using available cash on hand.

Current wording

Acquisitions. During the three months ended March 31, 2025, the Company completed acquisitions for an aggregate purchase price of approximately $22.1 million, which were financed using available cash on hand.

Previous wording

Dividends. On February 22, 2024, the Company's Board of Directors declared a quarterly cash dividend of $1.30 per share, paid on March 28, 2024 to its stockholders of record of its Class A common stock and Class B common stock on March 15, 2024. On May 16, 2024, the Company's Board of Directors declared a quarterly cash dividend of $1.30 per share, paid on June 28, 2024 to its stockholders of record of its Class A common stock and Class B common stock on June 17, 2024. On August 27, 2024, the Company's Board of Directors declared a quarterly cash dividend of $1.40 per share, paid on September 30, 2024 to its stockholders of record of its Class A common stock and Class B common stock on September 18, 2024. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2024 will be at least $5.40 per share of common stock, including the dividends paid on March 28, 2024, June 28, 2024, and September 30, 2024. Subject to approval of the Company's Board of Directors, the Company also expects at least a 10% increase in quarterly distributions for 2025.

Current wording

Dividends. On February 19, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on March 28, 2025 to its stockholders of record of its Class A common stock and Class B common stock on March 14, 2025. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2025 will be at least $6.20 per share of common stock, including the dividends paid on March 28, 2025.

Previous wording

Stock and Debt Repurchasing Program. The Company’s Board of Directors has authorized the repurchase of up to $250.0 million of the Company’s Class A common stock. Additionally, the Board of Directors has authorized Lamar Media to repurchase up to $250.0 million in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its senior credit agreement. On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026. There were no repurchases under the program as of September 30, 2024. The Company’s management may opt not to make any repurchases under the program, or may make aggregate purchases less than the total amount authorized.

Current wording

Stock and Debt Repurchasing Program. The Company’s Board of Directors has authorized the repurchase of up to $250.0 million of the Company’s Class A common stock. Additionally, the Board of Directors has authorized Lamar Media to repurchase up to $250.0 million in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its senior credit agreement. On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026. The Company’s management may opt not to make any repurchases under the program, or may make aggregate purchases less than the total amount authorized. During the three months ended March 31, 2025, the Company repurchased 164,529 shares of the Company's Class A common stock outstanding for a total purchase price of $18.4 million.

Previous wording

Debt and Contractual Obligations. The following table summarizes our future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as of September 30, 2024 (in millions):

Current wording

Debt and Contractual Obligations. The following table summarizes our future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as of March 31, 2025:

Previous wording

(1) Debt maturities assume there is no refinancing prior to the existing maturity date.

Current wording

(1)Debt maturities assume there is no refinancing prior to the existing maturity date and is based on contractual maturities.

Previous wording

(2) Interest rates on our variable rate instruments assume rates at the September 2024 levels.

Current wording

(2)Interest rates on our variable rate instruments assume rates at the March 31, 2025 levels.

Previous wording

Required Annual Distributions. As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). On February 22, 2024, the Company's Board of Directors declared a quarterly cash dividend of $1.30 per share, paid on March 28, 2024 to its stockholders of record of its Class A common stock and Class B common stock on March 15, 2024. On May 16, 2024, the Company's Board of Directors declared a quarterly cash dividend of $1.30 per share, paid on June 28, 2024 to its stockholders of record of its Class A common stock and Class B common stock on June 17, 2024. On August 27, 2024, the Company's Board of Directors declared a quarterly cash dividend of $1.40 per share, paid on September 30, 2024 to its stockholders of record of its Class A common stock and Class B common stock on September 18, 2024. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2024 will be at least $5.40 per share of common stock, including the dividends paid on March 28, 2024, June 28, 2024, and September 30, 2024. Subject to approval of the Company's Board of Directors, the Company also expects at least a 10% increase in quarterly distributions for 2025.

Current wording

Required Annual Distributions. As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain).On February 19, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on March 28, 2025 to its stockholders of record of its Class A common stock and Class B common stock on March 14, 2025. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2025 will be at least $6.20 per share of common stock, including the dividends paid on March 28, 2025.

Previous wording

The Company's cash flows provided by operating activities increased $64.9 million from $529.4 million for the nine months ended September 30, 2023 to $594.3 million for the nine months ended September 30, 2024, primarily resulting from an increase in revenues of $72.5 million, offset by an increase in operating expenses (excluding stock-based compensation, gain on disposition of assets, and depreciation and amortization) of $35.1 million as compared to the same period in 2023.

Current wording

The Company's cash flows provided by operating activities increased $17.2 million from $110.6 million for the three months ended March 31, 2024 to $127.7 million for the three months ended March 31, 2025, primarily resulting from an increase in revenues as well as an increase in collections on receivables as compared to the same period in 2024.

Previous wording

The Company's cash flows used in financing activities were $501.2 million for the nine months ended September 30, 2024 as compared to $296.7 million for the nine months ended September 30, 2023. The cash flows used in financing activities of $501.2 million for the nine months ended September 30, 2024 is primarily due to cash paid for dividends and distributions and the repayment of the Term A loans, offset by net borrowings on the senior credit facility.

Current wording

The Company's cash flows used in financing activities were $206.5 million for the three months ended March 31, 2025 as compared to $73.6 million for the three months ended March 31, 2024. The cash flows used in financing activities of $206.5 million for the three months ended March 31, 2025 is primarily due to cash paid for dividends and distributions and payments on the Accounts Receivable Securitization Program.

Previous wording

The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the three and nine months ended September 30, 2024 and 2023. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes thereto.

Current wording

The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the three months ended March 31, 2025 and 2024. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes thereto.

Previous wording

For the three months ended September 30, 2024, Lamar Media recognized a gain on disposition of assets of $2.5 million, primarily resulting from transactions related to the sale of real estate and billboard locations and displays.

Current wording

For the three months ended March 31, 2025, Lamar Media recognized a gain on disposition of assets and investments of $69.8 million, primarily resulting from the sale of Lamar's equity interest in Vistar Media, Inc., as well as transactions related to the sale of real estate and billboard locations and displays.

Previous wording

Due to the above factors, operating income increased by $11.7 million to $495.8 million for the nine months ended September 30, 2024 as compared to $484.1 million for the same period in 2023.

Current wording

Due to the above factors, operating income increased by $66.6 million to $191.3 million for the three months ended March 31, 2025 as compared to $124.7 million for the same period in 2024.

Previous wording

Interest expense decreased $2.1 million for the three months ended September 30, 2024 to $42.9 million as compared to $45.1 million for the three months ended September 30, 2023 primarily due to the decrease in interest rates on the senior credit facility and Accounts Receivable Securitization Program.

Current wording

Interest expense decreased $6.2 million for the three months ended March 31, 2025 to $38.3 million as compared to $44.5 million for the three months ended March 31, 2024. The decrease was primarily due to the repayment of the Term A loans outstanding under the senior credit facility in July of 2024 as well as a decrease in interest rates on the senior credit facility and Accounts Receivable Securitization Program.

Previous wording

As a result of the above factors, Lamar Media recognized net income for the three months ended September 30, 2024 of $147.9 million, as compared to net income of $140.6 million for the same period in 2023.

Current wording

As a result of the above factors, Lamar Media recognized net income for the three months ended March 31, 2025 of $139.3 million, as compared to net income of $78.6 million for the same period in 2024.