LAMAR ADVERTISING CO/NEW [LAMR] Filings

10-Q 1 lamr-20240630.htm 10-Q lamr-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 10-Q

________________________________________________________


x			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2024


¨			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-36756

__________________________________

Lamar Advertising Company

________________________________________________

Commission File Number 1-12407

________________________________________________

Lamar Media Corp.

(Exact name of registrants as specified in their charters)

__________________________________


Delaware						47-0961620
Delaware						72-1205791
(State or other jurisdiction of incorporation or organization)						(I.R.S Employer Identification No.)

5321 Corporate Blvd., Baton Rouge, LA						70808
(Address of principal executive offices)						(Zip Code)

Registrants’ telephone number, including area code: (225) 926-1000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value	LAMR	The NASDAQ Stock Market, LLC

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether each registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether Lamar Advertising Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if Lamar Advertising Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether Lamar Media Corp. is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if Lamar Media Corp. has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether Lamar Advertising Company is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x

Indicate by check mark whether Lamar Media Corp. is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x

The number of shares of Lamar Advertising Company’s Class A common stock outstanding as of August 2, 2024: 87,881,548

The number of shares of the Lamar Advertising Company’s Class B common stock outstanding as of August 2, 2024: 14,420,085

The number of shares of Lamar Media Corp. common stock outstanding as of August 2, 2024: 100

This combined Form 10-Q is separately filed by (i) Lamar Advertising Company and (ii) Lamar Media Corp. (which is a wholly owned subsidiary of Lamar Advertising Company). Lamar Media Corp. meets the conditions set forth in general instruction H(1) (a) and (b) of Form 10-Q and is, therefore, filing this form with the reduced disclosure format permitted by such instruction.

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:

•our future financial performance and condition;

•our business plans, objectives, prospects, growth and operating strategies;

•our future capital expenditures and level of acquisition activity;

•our ability to integrate acquired assets and realize operating efficiency from acquisitions;

•market opportunities and competitive positions;

•our future cash flows and expected cash requirements;

•estimated risks;

•our ability to maintain compliance with applicable covenants and restrictions included in Lamar Media’s senior credit facility, Accounts Receivable Securitization Program and the indentures relating to its outstanding notes;

•stock price;

•estimated future dividend distributions; and

•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 the actual results, performance or achievements of Lamar Advertising Company (referred to herein as the “Company” or “Lamar Advertising”) or Lamar Media Corp. (referred to herein as “Lamar Media”) to differ materially from those expressed or implied by the forward-looking statements:

•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;

•the levels of expenditures on advertising in general and outdoor advertising in particular;

•risks and uncertainties relating to our significant indebtedness;

•the demand for outdoor advertising and its continued popularity as an advertising medium;

•our need for, and ability to obtain, additional funding for acquisitions, operations and debt refinancing;

•increased competition within the outdoor advertising industry;

•the regulation of the outdoor advertising industry by federal, state and local governments;

•our ability to renew expiring contracts at favorable rates;

•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;

•our ability to successfully implement our digital deployment strategy;

•the market for our Class A common stock;

•changes in accounting principles, policies or guidelines;

•our ability to effectively mitigate the threat of and damages caused by hurricanes and other kinds of severe weather;

•our ability to maintain our status as a REIT; and

•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 and Lamar Media expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained in this report, except as required by law.

For a further description of these and other risks and uncertainties, the Company encourages you to read carefully Item 1A to the combined Annual Report on Form 10-K for the year ended December 31, 2023 of the Company and Lamar Media (the “2023 Combined Form 10-K”), filed on February 23, 2024, and as such risk factors may be further updated or supplemented, from time to time, in our future combined Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

CONTENTS


			Page
PART I — FINANCIAL INFORMATION			5

ITEM 1. FINANCIAL STATEMENTS			5

Lamar Advertising Company
Condensed Consolidated Balance Sheets as of June 3 0 , 2024 and December 31, 2023			5
Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 3 0 , 2024 and 2023			6
Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 3 0 , 2024 and 2023			7
Condensed Consolidated Statements of Cash Flows for the six months ended June 3 0 , 2024 and 2023			9
Notes to Condensed Consolidated Financial Statements			10

Lamar Media Corp.
Condensed Consolidated Balance Sheets as of June 3 0 , 2024 and December 31, 2023			22
Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 3 0 , 2024 and 2023			23
Condensed Consolidated Statements of Stockholder's Equity for the three and six months ended June 3 0 , 2024 and 2023			24
Condensed Consolidated Statements of Cash Flows for the six months ended June 3 0 , 2024 and 2023			25
Notes to Condensed Consolidated Financial Statements			26

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			35

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			54

ITEM 4. Controls and Procedures			54

PART II — OTHER INFORMATION			55

ITEM 1A. Risk Factors			55

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			55

ITEM 5. Other Information			55

ITEM 6. Exhibits			56

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. — FINANCIAL STATEMENTS

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)


	June 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	77,932	$	44,605
Receivables, net of allowance for doubtful accounts of $11,146 and $12,477 in 2024 and 2023, respectively	318,458		301,189
Other current assets	44,334		27,392
Total current assets	440,724		373,186
Property, plant and equipment	4,312,353		4,274,831
Less accumulated depreciation and amortization	(2,764,577)		(2,708,361)
Net property, plant and equipment	1,547,776		1,566,470
Operating lease right of use assets	1,335,503		1,315,433
Financing lease right of use assets	9,758		11,184
Goodwill	2,035,196		2,035,271
Intangible assets, net	1,120,619		1,171,434
Other assets	92,845		90,644
Total assets	$	6,582,421	$	6,563,622
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	21,280	$	18,238
Current maturities of long-term debt, net of deferred financing costs of $590 and $380 in 2024 and 2023, respectively	599,817		250,018
Current operating lease liabilities	184,528		210,568
Current financing lease liabilities	1,331		1,331
Accrued expenses	95,602		107,195
Deferred income	161,976		126,547
Total current liabilities	1,064,534		713,897
Long-term debt, net of deferred financing costs of $25,571 and $28,865 in 2024 and 2023, respectively	2,749,360		3,091,109
Operating lease liabilities	1,095,076		1,075,285
Financing lease liabilities	13,949		14,614
Deferred income tax liabilities	11,982		12,047
Asset retirement obligation	402,131		397,991
Other liabilities	46,980		41,891
Total liabilities	5,384,012		5,346,834
Stockholders’ equity:
Series AA preferred stock, par value $0.001, $63.80 cumulative dividends, 5,720 shares authorized; 5,720 shares issued and outstanding at 2024 and 2023	—		—
Class A common stock, par value $0.001, 362,500,000 shares authorized; 88,765,631 and 88,486,495 shares issued at 2024 and 2023, respectively; 87,875,073 and 87,645,560 outstanding at 2024 and 2023, respectively	89		88
Class B common stock, par value $0.001, 37,500,000 shares authorized, 14,420,085 shares issued and outstanding at 2024 and 2023	14		14
Additional paid-in capital	2,140,977		2,103,282
Accumulated comprehensive loss	(1,251)		(428)
Accumulated deficit	(869,971)		(819,235)
Cost of shares held in treasury, 890,558 and 840,935 shares at 2024 and 2023, respectively	(72,688)		(67,347)
Non-controlling interest	1,239		414
Stockholders’ equity	1,198,409		1,216,788
Total liabilities and stockholders’ equity	$	6,582,421	$	6,563,622

See accompanying notes to condensed consolidated financial statements.

Table of Contents

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Condensed Consolidated Statements of Income and Comprehensive Income

(Unaudited)

(In thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Statements of Income
Net revenues	$	565,251	$	541,137	$	1,063,401	$	1,012,469
Operating expenses (income)
Direct advertising expenses (exclusive of depreciation and amortization)	183,265		171,783		358,910		340,215
General and administrative expenses (exclusive of depreciation and amortization)	88,341		90,525		177,502		175,660
Corporate expenses (exclusive of depreciation and amortization)	33,051		28,556		68,755		57,083
Depreciation and amortization	77,191		75,158		152,419		148,283
Gain on disposition of assets	(824)		(1,676)		(3,012)		(4,364)
	381,024		364,346		754,574		716,877
Operating income	184,227		176,791		308,827		295,592
Other (income) expense

Interest income	(572)		(477)		(1,039)		(938)
Interest expense	44,337		43,649		88,824		85,093
Equity in (earnings) loss of investee	(4)		(449)		555		(627)
	43,761		42,723		88,340		83,528
Income before income tax expense	140,466		134,068		220,487		212,064
Income tax expense	2,872		3,180		4,394		4,978
Net income	137,594		130,888		216,093		207,086
Net income attributable to non-controlling interest	228		268		503		425
Net income attributable to controlling interest	137,366		130,620		215,590		206,661
Cash dividends declared and paid on preferred stock	91		91		182		182
Net income applicable to common stock	$	137,275	$	130,529	$	215,408	$	206,479
Earnings per share:
Basic earnings per share	$	1.34	$	1.28	$	2.11	$	2.03
Diluted earnings per share	$	1.34	$	1.28	$	2.10	$	2.02
Cash dividends declared per share of common stock	$	1.30	$	1.25	$	2.60	$	2.50
Weighted average common shares used in computing earnings per share:
Weighted average common shares outstanding basic	102,248,621		101,917,200		102,181,890		101,855,104
Weighted average common shares outstanding diluted	102,594,217		102,104,429		102,522,569		102,047,875
Statements of Comprehensive Income
Net income	$	137,594	$	130,888	$	216,093	$	207,086
Other comprehensive loss
Foreign currency translation adjustments	(431)		403		(823)		401
Comprehensive income	137,163		131,291		215,270		207,487
Net income attributable to non-controlling interest	228		268		503		425
Comprehensive income attributable to controlling interest	$	136,935	$	131,023	$	214,767	$	207,062

See accompanying notes to condensed consolidated financial statements.

Table of Contents

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands, except share and per share data)


	Series AA PREF Stock		Class A CMN Stock		Class B CMN Stock		Treasury Stock		Add’l Paid in Capital		Accumulated Comprehensive Loss		Accumulated Deficit		Non-controlling interest		Total
Balance, December 31, 2023	$	—	$	88	$	14	$	(67,347)	$	2,103,282	$	(428)	$	(819,235)	414		$	1,216,788
Non-cash compensation	—		—		—		—		2,745		—		—		—		2,745
Issuance of 137,350 shares of common stock through stock awards	—		1		—		—		17,868		—		—		—		17,869
Exercise of 47,000 shares of stock options	—		—		—		—		3,415		—		—		—		3,415
Issuance of 40,322 shares of common stock through employee purchase plan	—		—		—		—		3,652		—		—		—		3,652
Purchase of 49,623 shares of treasury stock	—		—		—		(5,341)		—		—		—		—		(5,341)
Foreign currency translation	—		—		—		—		—		(392)		—		—		(392)
Net income	—		—		—		—		—		—		78,224		275		78,499
Reallocation of capital	—		—		—		—		(1,018)		—		—		1,018		—
Dividends ($1.30 per common share) and other distributions	—		—		—		—		—		—		(133,028)		(479)		(133,507)
Dividends ($15.95 per preferred share)	—		—		—		—		—		—		(91)		—		(91)
Balance, March 31, 2024	$	—	$	89	$	14	$	(72,688)	$	2,129,944	$	(820)	$	(874,130)	$	1,228	$	1,183,637
Non-cash compensation	—		—		—		—		5,821		—		—		—		5,821
Issuance of 5,652 shares of common stock through stock awards	—		—		—		—		774		—		—		—		774
Exercise of 18,475 shares of stock options	—		—		—		—		1,690		—		—		—		1,690
Issuance of 30,337 shares of common stock through employee purchase plan	—		—		—		—		2,748		—		—		—		2,748

Foreign currency translation	—		—		—		—		—		(431)		—		—		(431)
Net income	—		—		—		—		—		—		137,366		228		137,594
Dividends ($1.30 per common share) and other distributions	—		—		—		—		—		—		(133,116)		(217)		(133,333)
Dividends ($15.95 per preferred share)	—		—		—		—		—		—		(91)		—		(91)
Balance, June 30, 2024	$	—	$	89	$	14	$	(72,688)	$	2,140,977	$	(1,251)	$	(869,971)	$	1,239	$	1,198,409

See accompanying notes to condensed consolidated financial statements.

Table of Contents

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands, except share and per share data)


	Series AA PREF Stock		Class A CMN Stock		Class B CMN Stock		Treasury Stock		Add’l Paid in Capital		Accumulated Comprehensive Loss		Accumulated Deficit		Non-controlling interest		Total
Balance, December 31, 2022	$	—	$	88	$	14	$	(61,358)	$	2,061,671	$	(659)	$	(804,382)	—		$	1,195,374
Non-cash compensation	—		—		—		—		3,305		—		—		—		3,305
Issuance of 161,050 shares of common stock through stock awards	—		—		—		—		15,934		—		—		—		15,934
Exercise of 10,595 shares of stock options	—		—		—		—		678		—		—		—		678
Issuance of 45,232 shares of common stock through employee purchase plan	—		—		—		—		3,530		—		—		—		3,530
Purchase of 56,808 shares of treasury stock	—		—		—		(5,946)		—		—		—		—		(5,946)
Foreign currency translation	—		—		—		—		—		(2)		—		—		(2)
Net income	—		—		—		—		—		—		76,041		157		76,198
Reallocation of capital	—		—		—		—		(1,016)		—		—		397		(619)
Dividends ($1.25 per common share) and other distributions	—		—		—		—		—		—		(127,460)		(214)		(127,674)
Dividends ($15.95 per preferred share)	—		—		—		—		—		—		(91)		—		(91)
Balance, March 31, 2023	$	—	$	88	$	14	$	(67,304)	$	2,084,102	$	(661)	$	(855,892)	$	340	$	1,160,687
Non-cash compensation	—		—		—		—		2,133		—		—		—		2,133
Issuance of 7,126 shares of common stock through stock awards	—		—		—		—		681		—		—		—		681
Exercise of 11,540 shares of stock options	—		—		—		—		809		—		—		—		809
Issuance of 34,283 shares of common stock through employee purchase plan	—		—		—		—		2,675		—		—		—		2,675

Foreign currency translation	—		—		—		—		—		403		—		—		403
Net income	—		—		—		—		—		—		130,620		268		130,888
Dividends ($1.25 per common share) and other distributions	—		—		—		—		—		—		(127,538)		(153)		(127,691)
Dividends ($15.95 per preferred share)	—		—		—		—		—		—		(91)		—		(91)
Balance, June 30, 2023	$	—	$	88	$	14	$	(67,304)	$	2,090,400	$	(258)	$	(852,901)	$	455	$	1,170,494

See accompanying notes to condensed consolidated financial statements.

Table of Contents

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	216,093	$	207,086
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	152,419		148,283
Stock-based compensation	25,616		12,446
Amortization included in interest expense	3,271		3,294
Gain on disposition of assets	(3,012)		(4,364)

Equity in loss (earnings) of investee	555		(627)
Deferred tax benefit	(64)		(345)
Provision for doubtful accounts	1,643		5,558
Changes in operating assets and liabilities
Decrease (increase) in:
Receivables	(19,034)		(42,589)
Prepaid expenses	(6,665)		(5,453)
Other assets	(10,682)		(4,249)
Increase (decrease) in:
Trade accounts payable	2,628		(1,882)
Accrued expenses	(6,420)		(16,531)
Operating lease liabilities	(25,945)		(30,656)
Other liabilities	36,501		36,902
Net cash provided by operating activities	366,904		306,873
Cash flows from investing activities:
Acquisitions	(28,192)		(42,122)
Capital expenditures	(52,130)		(93,007)


Proceeds from disposition of assets and investments	3,661		5,120

Net cash used in investing activities	(76,661)		(130,009)
Cash flows from financing activities:
Cash used for purchase of treasury stock	(5,341)		(5,946)
Net proceeds from issuance of common stock	11,505		7,692
Principal payments on long-term debt	(197)		(188)

Principal payments on financing leases	(666)		(666)
Payments on revolving credit facility	(213,000)		(110,000)
Proceeds received from revolving credit facility	218,000		198,000


Proceeds received from accounts receivable securitization program	86,200		31,900
Payments on accounts receivable securitization program	(86,200)		(47,000)


Debt issuance costs	(23)		(25)
Distributions to non-controlling interest	(696)		(367)
Dividends/distributions	(266,326)		(255,180)
Net cash used in financing activities	(256,744)		(181,780)
Effect of exchange rate changes in cash and cash equivalents	(172)		76
Net increase (decrease) in cash and cash equivalents	33,327		(4,840)
Cash and cash equivalents at beginning of period	44,605		52,619
Cash and cash equivalents at end of period	$	77,932	$	47,779
Supplemental disclosures of cash flow information:
Cash paid for interest	$	85,653	$	81,882
Cash paid for foreign, state and federal income taxes	$	5,205	$	6,896

See accompanying notes to condensed consolidated financial statements.

Table of Contents

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share data)

1. Significant Accounting Policies

The information included in the foregoing interim condensed consolidated financial statements is unaudited. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. These interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in the 2023 Combined Form 10-K. Subsequent events, if any, are evaluated through the date on which the financial statements are issued.

2. Revenues

Advertising revenues: The majority of our revenues are derived from contracts for advertising space on billboard, logo and transit displays. Contracts which do not meet the criteria of a lease under ASC 842, Leases are accounted for under ASC 606, Revenue from Contracts with Customers. The majority of our advertising space contracts do not meet the definition of a lease under ASC 842 and are therefore accounted for under ASC 606. The contract revenues are recognized ratably over their contract life. Costs to fulfill a contract, which include our costs to install advertising copy onto billboards, are capitalized and amortized to direct advertising expenses (exclusive of depreciation and amortization) in the Condensed Consolidated Statements of Income and Comprehensive Income.

Other revenues: Our other component of revenue primarily consists of production services which includes creating and printing the advertising copy. Revenue for production contracts is recognized under ASC 606. Contract revenues for production services are recognized upon satisfaction of the contract which is typically less than one week.

Arrangements with multiple performance obligations: Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on the relative standalone selling price. We determine standalone selling prices based on the prices charged to customers using expected cost plus margin.

Deferred revenues: We record deferred revenues when cash payments are received or due in advance of our performance obligation. The term between invoicing and when a payment is due is not significant. For certain services we require payment before the product or services are delivered to the customer. The balance of deferred income is considered short-term and will be recognized in revenue within twelve months.

Practical expedients and exemptions: The Company is utilizing the following practical expedients and exemptions from ASC 606. We generally expense sales commissions when incurred because the amortization period is one year or less. These costs are recorded within direct advertising expenses (exclusive of depreciation and amortization). We do not disclose the value of unsatisfied performance obligations as the majority of our contracts with customers have an original expected length of less than one year. For contracts with customers which exceed one year, the future amount to be invoiced to the customer corresponds directly with the value to be received by the customer.

The following table presents our disaggregated revenue by source for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Billboard advertising	$	502,144	$	483,278	$	941,529	$	900,453
Logo advertising	21,517		21,228		42,259		41,538
Transit advertising	41,590		36,631		79,613		70,478
Net revenues	$	565,251	$	541,137	$	1,063,401	$	1,012,469

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(In thousands, except share and per share data)

3. Leases

During the three months ended June 30, 2024 and 2023, we had operating lease costs of $79,519 and $79,640, respectively, and variable lease costs of $16,868 and $16,153, respectively. During the six months ended June 30, 2024 and 2023, we had operating lease costs of $158,770 and $159,086, respectively, and variable lease costs of $30,310 and $28,528, respectively. These operating lease costs are recorded in direct advertising expenses (exclusive of depreciation and amortization). For the three months ended June 30, 2024 and 2023, we recorded a gain of $260 and $337, respectively, in gain on disposition of assets related to the amendment and termination of lease agreements. For the six months ended June 30, 2024 and 2023, we recorded a gain of $268 and $192, respectively, in gain on disposition of assets related to the amendment and termination of lease agreements. Cash payments of $221,401 and $202,129 were made reducing our operating lease liabilities for the six months ended June 30, 2024 and 2023, respectively, and are included in cash flows provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

We elected the short-term lease exemption which applies to certain of our vehicle agreements. This election allows the Company to not recognize lease right of use assets ("ROU assets") or lease liabilities for agreements with a term of twelve months or less. We recorded $2,647 and $2,598 in direct advertising expenses (exclusive of depreciation and amortization) for these agreements during the three months ended June 30, 2024 and 2023, respectively. We recorded $5,174 and $5,008 in direct advertising expenses (exclusive of depreciation and amortization) for these agreements during the six months ended June 30, 2024 and 2023, respectively.

Our operating leases have a weighted-average remaining lease term of 12.3 years. The weighted-average discount rate of our operating leases is 5.1%. Also, during the periods ended June 30, 2024 and 2023, we obtained $5,169 and $9,910, respectively, of leased assets in exchange for new operating lease liabilities, which includes liabilities obtained through acquisitions.

The following is a summary of the maturities of our operating lease liabilities as of June 30, 2024:


2024	$	105,156
2025	217,513
2026	185,869
2027	162,358
2028	139,767
Thereafter	966,077
Total undiscounted operating lease payments	1,776,740
Less: Imputed interest	(497,136)
Total operating lease liabilities	$	1,279,604

During the three months ended June 30, 2024 and 2023, $713 of amortization expense for each period and $117 and $127 of interest expense relating to our financing lease liabilities were recorded in depreciation and amortization and interest expense, respectively, in the Condensed Consolidated Statements of Income and Comprehensive Income. During the six months ended June 30, 2024 and 2023, $1,427 of amortization expense for each period and $237 and $257 of interest expense relating to our financing lease liabilities were recorded in depreciation and amortization and interest expense, respectively, in the Condensed Consolidated Statements of Income and Comprehensive Income. Cash payments of $666 were made reducing our financing lease liabilities for each of the six months ended June 30, 2024 and 2023, and are included in cash flows used in financing activities in the Condensed Consolidated Statements of Cash Flows. Our financing leases have a weighted-average remaining lease term of 3.4 years and a weighted-average discount rate of 3.1%.

Due to our election not to reassess conclusions about lease identification as part of the adoption of ASC 842, Leases, our transit agreements were accounted for as leases on January 1, 2019. As we enter into new or renew current transit agreements, those agreements do not meet the criteria of a lease under ASC 842, therefore they are no longer accounted for as a lease. For the three months ended June 30, 2024 and 2023, non-lease variable transit costs were $23,429 and $20,320, respectively. For the six months ended June 30, 2024 and 2023, non-lease variable transit costs were $46,992 and $40,638, respectively.

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(In thousands, except share and per share data)

These transit expenses are recorded in direct advertising expenses (exclusive of depreciation and amortization) on the Condensed Consolidated Statements of Income and Comprehensive Income.

4. Stock-Based Compensation

Equity Incentive Plan. Lamar Advertising’s 1996 Equity Incentive Plan, as amended, (the “Incentive Plan”) has reserved 17.5 million shares of Class A common stock for issuance to directors and employees, including shares underlying granted options and common stock reserved for issuance under its performance-based incentive program. Options granted under the plan expire ten years from the grant date with vesting terms ranging from three to five years and include 1) options that vest in one-fifth increments beginning on the grant date and continuing on each of the first four anniversaries of the grant date and 2) options that cliff-vest on the fifth anniversary of the grant date. All grants are made at fair market value based on the closing price of our Class A common stock as reported on the Nasdaq Global Select Market on the date of grant.

We use a Black-Scholes-Merton option pricing model to estimate the fair value of share-based awards. The Black-Scholes-Merton option pricing model incorporates various and highly subjective assumptions, including expected term and expected volatility. The Company had no granted options of its Class A common stock during the six months ended June 30, 2024. At June 30, 2024 a total of 1,481,374 shares were available for future grant.

Stock Purchase Plan. On May 30, 2019, our shareholders approved Lamar Advertising’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The number of shares of Class A common stock available under the 2019 ESPP was automatically increased by 87,645 shares on January 1, 2024 pursuant to the automatic increase provisions of the 2019 ESPP.

The following is a summary of 2019 ESPP share activity for the six months ended June 30, 2024:


			Shares
Available for future purchases, January 1, 2024			242,292
Additional shares reserved under 2019 ESPP			87,645
Purchases			(70,659)
Available for future purchases, June 30, 2024			259,278

Stock compensation. Unrestricted shares of our Class A common stock may be awarded to key officers, employees and directors under the Incentive Plan. The number of shares to be issued, if any, are generally dependent on the level of achievement of performance measures for key officers and employees, as determined by the Company’s Compensation Committee based on our 2024 results. Any shares issued based on the achievement of performance goals will be issued in the first quarter of 2025. The shares subject to these awards can range from a minimum of 0% to a maximum of 120% of the target number of shares depending on the level at which the goals are attained. Under the Incentive Plan, the Company's Compensation Committee may also award additional shares in its discretion based on other factors, which awards, if any, for 2025, will also be issued in the first quarter of 2025. For the three months ended June 30, 2024 and 2023, the Company recorded $4,893 and $1,855, respectively, as stock-based compensation expense. For the six months ended June 30, 2024 and 2023, the Company recorded $14,818 and $6,445, respectively, as stock-based compensation expense.

LTIP Units. In addition to stock compensation, the Company may issue LTIP Units of Lamar Advertising Limited Partnership (the "OP"), a subsidiary of the Company, to certain officers, employees and directors under the Incentive Plan of the Company. Such LTIP Units are subject to vesting and forfeiture conditions based on performance criteria approved by the Compensation Committee. The Compensation Committee may also make discretionary grants of LTIP Units based on other factors. LTIP Units are a class of units intended to qualify as “profits interests” of the OP. The LTIP Units convert into Common Units of the OP upon the occurrence of certain events. Common Units are redeemable by the holder for shares of the Company's Class A common stock after a holding period of twelve months, or may be paid out in cash at the option of the general partner of the OP. As of June 30, 2024, the OP has a total of 260,800 LTIP Units issued and outstanding to the Company’s executive officers, of which 140,800 LTIP units have vested. For the three months ended June 30, 2024 and 2023, the Company recorded $4,501

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and $1,012, respectively, as stock-based compensation expense related to these LTIP Units. For the six months ended June 30, 2024 and 2023, the Company recorded $7,563 and $2,903, respectively, as stock-based compensation expense related to these LTIP Units.

Restricted stock compensation. Annually, each non-employee director automatically receives a restricted stock award of our Class A common stock upon election or re-election. The awards vest 50% on grant date and 50% on the last day of the directors' one year term. For the three months ended June 30, 2024 and 2023, the Company recorded $434 and $419, respectively, in stock-based compensation expense related to these awards. For the six months ended June 30, 2024 and 2023, the Company recorded $571 and $520, respectively, in stock-based compensation expense related to these awards.

5. Depreciation and Amortization

The Company includes all categories of depreciation and amortization on a separate line in its Condensed Consolidated Statements of Income and Comprehensive Income. The amounts of depreciation and amortization expense excluded from the following operating expenses in its Condensed Consolidated Statements of Income and Comprehensive Income are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Direct advertising expenses	$	71,572	$	70,358	$	141,247	$	138,674
General and administrative expenses	1,283		1,278		2,599		2,558
Corporate expenses	4,336		3,522		8,573		7,051
	$	77,191	$	75,158	$	152,419	$	148,283

6. Goodwill and Other Intangible Assets

The following is a summary of intangible assets at June 30, 2024 and December 31, 2023:


	Estimated Life (Years)	June 30, 2024				December 31, 2023
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizable intangible assets:
Customer lists and contracts	7—10	$	731,323	$	653,268	$	731,156	$	640,635
Non-competition agreements	3—15	71,703		66,490		71,960		66,455
Site locations	15	2,973,371		1,946,740		2,955,324		1,891,078
Other	2—15	52,657		41,937		52,578		41,416
		$	3,829,054	$	2,708,435	$	3,811,018	$	2,639,584
Unamortizable intangible assets:
Goodwill		$	2,288,732	$	253,536	$	2,288,807	$	253,536

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7. Asset Retirement Obligations

The Company’s asset retirement obligations include the costs associated with the removal of its structures, resurfacing of the land and retirement cost, if applicable, related to the Company’s outdoor advertising portfolio. The following table reflects information related to our asset retirement obligations:


Balance at December 31, 2023	$	397,991
Additions to asset retirement obligations	223
Correction in estimate(1)	4,196
Accretion expense	3,432
Liabilities settled	(3,711)
Balance at June 30, 2024	$	402,131

(1) During the six months ended June 30, 2024, the Company had an immaterial correction of $4,196 to asset retirement obligations due to system data conversion. This correction resulted in a $4,196 increase in asset retirement obligations and depreciation and amortization expense during the period.

8. Distribution Restrictions

Lamar Media’s ability to make distributions to Lamar Advertising is restricted under both the terms of the indentures relating to Lamar Media’s outstanding notes and by the terms of its senior credit facility. As of June 30, 2024 and December 31, 2023, Lamar Media was permitted under the terms of its outstanding notes to make transfers to Lamar Advertising in the form of cash dividends, loans or advances in amounts up to $4,542,820 and $4,438,406, respectively.

As of June 30, 2024, Lamar Media’s senior credit facility allows it to make transfers to Lamar Advertising in any taxable year up to the amount of Lamar Advertising’s taxable income (without any deduction for dividends paid). In addition, as of June 30, 2024, transfers to Lamar Advertising are permitted under Lamar Media’s senior credit facility and as defined therein up to the available cumulative credit, as long as no default has occurred and is continuing and, after giving effect to such distributions, (i) the total debt ratio is less than 7.0 to 1 and (ii) the secured debt ratio does not exceed 4.5 to 1. As of June 30, 2024 and December 31, 2023, the total debt ratio was less than 7.0 to 1 and Lamar Media’s secured debt ratio was less than 4.5 to 1, and the available cumulative credit was $3,293,300 and $3,188,886, respectively.

9. Earnings Per Share

The calculation of basic earnings per share excludes any dilutive effect of stock options, while diluted earnings per share includes the dilutive effect of stock options and LTIP units. There were no dilutive shares excluded from this calculation resulting from their anti-dilutive effect for the three and six months ended June 30, 2024 or 2023.

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10. Long-term Debt

Long-term debt consists of the following at June 30, 2024 and December 31, 2023:


	June 30, 2024
	Debt		Deferred financing costs		Debt, net of deferred financing costs
Senior Credit Facility	$	1,024,348	$	6,967	$	1,017,381
Accounts Receivable Securitization Program	250,000		275		249,725
3 3/4% Senior Notes	600,000		4,368		595,632
3 5/8% Senior Notes	550,000		5,837		544,163
4% Senior Notes	549,556		5,269		544,287
4 7/8% Senior Notes	400,000		3,445		396,555
Other notes with various rates and terms	1,434		—		1,434
	3,375,338		26,161		3,349,177
Less current maturities	(600,407)		(590)		(599,817)
Long-term debt, excluding current maturities	$	2,774,931	$	25,571	$	2,749,360


	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

Senior Credit Facility

On February 6, 2020, Lamar Media entered into a Fourth Amended and Restated Credit Agreement (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, under which the parties agreed to amend and restate Lamar Media’s existing senior credit facility. The Fourth Amended and Restated Credit Agreement amended and restated the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended (the “Third Amended and Restated Credit Agreement”).

As of June 30, 2024, the senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (the “senior credit facility”), consised of (i) a $750,000 senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No. 4 below) (the “revolving credit facility”), (ii) a $600,000 senior secured Term B loan facility (the “Term B loans”) which will mature on February 6, 2027, (iii) a $350,000 senior secured Term A loan facility (the "Term A loans") which was set to mature on February 6, 2025, and (iv) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or increase its revolving credit facility subject to a pro forma secured debt ratio of 4.50 to 1.00, as well as certain other conditions including

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lender approval. Lamar Media borrowed all $600,000 in Term B loans on February 6, 2020. The entire amount of the Term B loans will be payable at maturity. The net proceeds from the Term B loans, together with borrowings under the revolving portion of the senior credit facility and a portion of the proceeds of the issuance of the 3 3/4% Senior Notes due 2028 and 4% Senior Notes due 2030 (both as described below), were used to repay all outstanding amounts under the Third Amended and Restated Credit Agreement, and all revolving commitments under that facility were terminated.

The Term B loans mature on February 6, 2027 with no required amortization payments. The Term B loans bear interest at rates based on the Term Secured Overnight Financing Rate ("Term SOFR") plus a credit spread adjustment of 0.10% (Term SOFR plus such credit spread adjustment, the "Adjusted Term SOFR Rate”) or the Adjusted Base Rate, at Lamar Media’s option. Term B loans bearing interest at a rate based on Term SOFR bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50%. Term B loans bearing interest at a rate based on the Adjusted Base Rate bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50%.

The revolving credit facility bears interest at rates based on Term SOFR ("Term SOFR revolving loans”) or the Adjusted Base Rate (“Base Rate revolving loans”), at Lamar Media’s option. Term SOFR revolving 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 revolving loans bear 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 guarantees, covenants, events of default and other terms of the senior credit facility apply to the Term B loans and revolving credit facility.

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 with no required amortization payments prior to maturity and bear interest at rates 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 $350,000 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 the Accounts Receivable Securitization Program. The Term A loans were subsequently repaid in full on July 31, 2024.

On April 26, 2023, Lamar Media entered into Amendment No. 3 ("Amendment No. 3") 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. 3 replaced the London Interbank Offered Rates as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement. All other material terms and conditions of the Fourth Amended and Restated Credit Agreement remain unchanged by Amendment No. 3.

On July 31, 2023, Lamar Media entered into Amendment No. 4 (the "Amendment No. 4"), 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. 4 extends the maturity date of Lamar Media's $750,000 revolving credit facility such that the revolving credit facility matures July 31, 2028; provided, that, if on the date (a "Springing Maturity Test Date") that is 91 days prior to either the then scheduled maturity date of Lamar Media's Term B loans (which is currently February 6, 2027) or the February 15, 2028 maturity date of Lamar Media's 3 3/4% Notes, the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the revolving credit facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the Term B loans or the 3 3/4% Notes (as applicable), the revolving credit facility will mature on such Springing Maturity Test Date. On the maturity date of

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the revolving credit facility, the entire principal amount of revolving loans outstanding under the revolving credit facility, together with all accrued and unpaid interest on such revolving loans, will be due and payable.

Amendment No. 4 also establishes a $75,000 swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $75,000. In addition, Amendment No. 4 amends the provisions of the Fourth Amended and Restated Credit Agreement related to incremental facilities to allow Lamar Media to establish, from time to time, one or more new incremental revolving facilities on the terms, and subject to the conditions, set forth therein.

As of June 30, 2024, there were $75,000 in borrowings outstanding under the revolving credit facility. Availability under the revolving credit facility is reduced by the amount of any letters of credit outstanding. Lamar Media had $8,587 in letters of credit outstanding as of June 30, 2024 resulting in $666,413 of availability under its revolving credit facility. Revolving credit loans may be requested under the revolving credit facility at any time prior to its maturity.

The terms of Lamar Media’s senior credit facility and the indentures relating to Lamar Media’s outstanding notes restrict, among other things, the ability of Lamar Advertising and Lamar Media to:

•dispose of assets;

•incur or repay debt;

•create liens;

•make investments; and

•pay dividends.

The senior credit facility contains provisions that allow Lamar Media to conduct its affairs in a manner that allows Lamar Advertising to qualify and remain qualified as a REIT, including by allowing Lamar Media to make distributions to Lamar Advertising required for the Company to qualify and remain qualified for taxation as a REIT, subject to certain restrictions.

Lamar Media’s ability to make distributions to Lamar Advertising is also restricted under the terms of these agreements. Under Lamar Media’s senior credit facility, the Company must maintain a specified secured debt ratio as long as a revolving credit commitment, revolving loan or letter of credit remains outstanding, and in addition, must satisfy a total debt ratio in order to incur debt, make distributions or make certain investments.

Lamar Advertising and Lamar Media were in compliance with all of the terms of their indentures and the senior credit facility provisions during the periods presented.

Accounts Receivable Securitization Program

On December 18, 2018, Lamar Media entered into a $175,000 Receivable Financing Agreement (the “Receivable Financing Agreement”) with its wholly-owned special purpose entities, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (the “Special Purpose Subsidiaries”) (the "Accounts Receivable Securitization Program"). The Accounts Receivable Securitization Program is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the Accounts Receivable Securitization Program.

Pursuant to two separate Purchase and Sale Agreements dated December 18, 2018, each of which is among Lamar Media as initial Servicer, certain of Lamar Media’s subsidiaries and a Special Purpose Subsidiary, the subsidiaries sold substantially all of their existing and future accounts receivable balances to the Special Purpose Subsidiaries. The Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans pursuant to the Accounts Receivable Securitization Program. Lamar Media retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Accounts Receivable Securitization Program and provides a performance guaranty.

On June 24, 2022, Lamar Media and the Special Purpose Subsidiaries entered into the Sixth Amendment (the "Sixth Amendment") to the Receivables Financing Agreement. The Sixth Amendment increased the Accounts Receivable Securitization Program from $175,000 to $250,000 and extended the maturity date of the Accounts Receivable Securitization

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Program to July 21, 2025. Additionally, the Sixth Amendment provides for the replacement of LIBOR-based interest rate mechanics with Term SOFR based interest rate mechanics for the Accounts Receivable Securitization Program.

As of June 30, 2024 there was $250,000 outstanding aggregate borrowings under the Accounts Receivable Securitization Program. Lamar Media had no additional availability for borrowing under the Accounts Receivable Securitization Program as of June 30, 2024. The commitment fees based on the amount of unused commitments under the Accounts Receivable Securitization Program were immaterial during the six months ended June 30, 2024.

The Accounts Receivable Securitization Program will mature on July 21, 2025. Lamar Media may amend the facility to extend the maturity date, enter into a new securitization facility with a different maturity date, or refinance the indebtedness outstanding under the Accounts Receivable Securitization Program using borrowings under its senior credit facility or from other financing sources.

The Accounts Receivable Securitization Program 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 Condensed Consolidated Balance Sheets, (ii) our Condensed Consolidated Statements of Income and Comprehensive Income reflect the associated charges for bad debt expense (a component of general and administrative expenses) related to the pledged accounts receivable 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 Condensed Consolidated Statements of Cash Flows.

4% Senior Notes

On February 6, 2020, Lamar Media completed an institutional private placement of $400,000 aggregate principal amount of 4% Senior Notes due 2030 (the “Original 4% Notes”). The institutional private placement on February 6, 2020 resulted in net proceeds to Lamar Media of approximately $395,000.

On August 19, 2020, Lamar Media completed an institutional private placement of an additional $150,000 aggregate principal amount of its 4% Notes (the “Additional 4% Notes”, and together with the Original 4% Notes, the "4% Notes"). Other than with respect to the date of issuance and issue price, the Additional 4% Notes have the same terms as the Original 4% Notes. The institutional private placement on August 19, 2020 resulted in net proceeds to Lamar Media of approximately $146,900.

At any time prior to February 15, 2025, Lamar Media may redeem some or all of the 4% Notes at a price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium. On or after February 15, 2025, Lamar Media may redeem the 4% Notes, in whole or in part, in cash at redemption prices specified in the 4% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 4% Notes at a price equal to 101% of the principal amount of the 4% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

3 3/4% Senior Notes

On February 6, 2020, Lamar Media completed an institutional private placement of $600,000 aggregate principal amount of 3 3/4% Senior Notes due 2028 (the “3 3/4% Notes”). The institutional private placement on February 6, 2020 resulted in net proceeds to Lamar Media of approximately $592,500.

On or after February 15, 2023, Lamar Media may redeem the 3 3/4% Notes, in whole or in part, in cash at redemption prices specified in the 3 3/4% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 3 3/4% Notes at a price equal to 101% of the principal amount of the 3 3/4% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

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4 7/8% Senior Notes

On May 13, 2020, Lamar Media completed an institutional private placement of $400,000 aggregate principal amount of 4 7/8% Senior Notes due 2029 (the “4 7/8% Notes”). The institutional private placement on May 13, 2020 resulted in net proceeds to Lamar Media of approximately $395,000.

On or after January 15, 2024, Lamar Media may redeem the 4 7/8% Notes, in whole or in part, in cash at redemption prices specified in the 4 7/8% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 4 7/8% Notes at a price equal to 101% of the principal amount of the 4 7/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

3 5/8% Senior Notes

On January 22, 2021, Lamar Media completed an institutional private placement of $550,000 aggregate principal amount of 3 5/8% Senior Notes due 2031 (the “3 5/8% Notes”). The institutional private placement on January 22, 2021 resulted in net proceeds to Lamar Media of approximately $542,500.

At any time prior to January 15, 2026, Lamar Media may redeem some or all of the 3 5/8% Notes at a price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium. On or after January 15, 2026, Lamar Media may redeem the 3 5/8% Notes, in whole or in part, in cash at redemption prices specified in the 3 5/8% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder's 3 5/8% Notes at a price equal to 101% of the principal amount of the 3 5/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

Debt Repurchase Program

On March 16, 2020, the Company’s Board of Directors authorized Lamar Media to repurchase up to $250,000 in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its Fourth Amended and Restated Credit Agreement. On February 23, 2023, the Board of Directors authorized the extension of the repurchase program through September 30, 2024. There were no repurchases under the program as of June 30, 2024.

11. Fair Value of Financial Instruments

At June 30, 2024 and December 31, 2023, the Company’s financial instruments included cash and cash equivalents, marketable securities, accounts receivable, investments, accounts payable and borrowings. The fair values of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings and current portion of long-term debt approximated carrying values because of the short-term nature of these instruments. Investment contracts are reported at fair values. The estimated fair value of the Company’s long-term debt (including current maturities) was $3,196,601 which does not exceed the carrying amount of $3,375,338 as of June 30, 2024. The majority of the fair value is determined using observed prices of publicly traded debt (level 1 in the fair value hierarchy) and the remaining is valued based on quoted prices for similar debt (level 2 in the fair value hierarchy).

12. New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which requires companies to disclose significant segment expenses and other segment items that impact each reported measure of segment income or loss. This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of this guidance on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires companies to disclose disaggregated information related to the effective tax rate reconciliation and income taxes paid. This guidance is effective for public entities as of December 15, 2024. We do not anticipate the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

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LAMAR ADVERTISING COMPANY

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share data)

13. Dividends/Distributions

During the three months ended June 30, 2024 and 2023, the Company declared and paid cash distributions in an aggregate amount of $133,116 or $1.30 per share and $127,538 or $1.25 per share, respectively. During the six months ended June 30, 2024 and 2023, the Company declared and paid cash distributions in an aggregate amount of $266,144 or $2.60 per share and $254,998 or $2.50 per share, respectively. The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will be declared based upon various factors, a number of which may be beyond the Company’s control, including financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in our existing and future debt instruments, the Company’s ability to utilize net operating losses to offset, in whole or in part, the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its taxable REIT subsidiaries (TRSs), the impact of general economic conditions on the Company’s operations and other factors that the Board of Directors may deem relevant. During the three and six months ended June 30, 2024 and 2023, the Company paid cash dividend distributions to holders of its Series AA Preferred Stock in an aggregate amount of $91 or $15.95 per share and $182 or $31.90 per share, respectively, for each period.

14. Information about Geographic Areas

Revenues from external customers attributable to foreign countries totaled $16,773 and $13,762 for the six months ended June 30, 2024 and 2023, respectively. Net carrying value of long-lived assets located in foreign countries totaled $13,260 and $13,930 as of June 30, 2024 and December 31, 2023, respectively. All other revenues from external customers and long-lived assets relate to domestic operations.

15. Stockholders’ Equity

Sales Agreement. On June 21, 2021, the Company entered into an equity distribution agreement, or At-the-Market Offering agreement, (the "2021 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. Under the terms of the 2021 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 $400,000, 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 directly 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 2021 Sales Agreement and may at any time suspend solicitations and offers under the 2021 Sales Agreement.

As of June 30, 2024, no shares of our Class A common stock have been sold under the 2021 Sales Agreement. The 2021 Sales Agreement expired by its terms on June 21, 2024.

Shelf Registration. 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. During the six months ended June 30, 2024 and the year ended December 31, 2023, the Company did not issue any shares under this shelf registration. The shelf registration statement expired on June 21, 2024.

Stock Repurchase Program. On March 16, 2020, the Company’s Board of Directors authorized the repurchase of up to $250,000 of the Company’s Class A common stock. On February 23, 2023, the Board of Directors authorized the extension of the repurchase program through September 30, 2024. There were no repurchases under the program as of June 30, 2024.

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LAMAR ADVERTISING COMPANY

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share data)

16. Subsequent Events

On July 24, 2024, 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, which replaces the previous shelf registration statement that expired during the period ended June 30, 2024.

On July 24, 2024, the Company entered into a new equity distribution agreement, or At-the-Market Offering agreement, (the "2024 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 $400,000, through the Sales Agents as either agents or principals. The 2024 Sales Agreement retains substantially similar terms and conditions from the 2021 Sales Agreement, which expired by its terms on June 21, 2024.

On July 31, 2024 Lamar Media paid in full its $350,000 in Term A loans outstanding under its Senior Credit facility. The repayment of the Term A loans was completed using a combination of our revolving credit facility and cash on hand.

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LAMAR MEDIA CORP.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)


	June 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	77,432	$	44,105
Receivables, net of allowance for doubtful accounts of $11,146 and $12,477 in 2024 and 2023, respectively	318,458		301,189
Other current assets	44,334		27,392
Total current assets	440,224		372,686
Property, plant and equipment	4,312,353		4,274,831
Less accumulated depreciation and amortization	(2,764,577)		(2,708,361)
Net property, plant and equipment	1,547,776		1,566,470
Operating lease right of use assets	1,335,503		1,315,433
Financing lease right of use assets	9,758		11,184
Goodwill	2,025,045		2,025,119
Intangible assets, net	1,120,151		1,170,967
Other assets	87,222		85,021
Total assets	$	6,565,679	$	6,546,880
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Trade accounts payable	$	21,280	$	18,238
Current maturities of long-term debt, net of deferred financing costs of $590 and $380 in 2024 and 2023, respectively	599,817		250,018
Current operating lease liabilities	184,528		210,568
Current financing lease liabilities	1,331		1,331
Accrued expenses	85,372		97,464
Deferred income	161,976		126,547
Total current liabilities	1,054,304		704,166
Long-term debt, net of deferred financing costs of $25,571 and $28,865 in 2024 and 2023, respectively	2,749,360		3,091,109
Operating lease liabilities	1,095,076		1,075,285
Financing lease liabilities	13,949		14,614
Deferred income tax liabilities	11,982		12,047
Asset retirement obligation	402,131		397,991
Other liabilities	46,980		41,891
Total liabilities	5,373,782		5,337,103
Stockholder's equity:
Common stock, par value $0.01, 3,000 shares authorized, 100 shares issued and outstanding at 2024 and 2023	—		—
Additional paid-in-capital	3,211,484		3,173,789
Accumulated comprehensive loss	(1,251)		(428)
Accumulated deficit	(2,019,575)		(1,963,998)
Non-controlling interest	1,239		414
Stockholder's equity	1,191,897		1,209,777
Total liabilities and stockholder's equity	$	6,565,679	$	6,546,880

See accompanying notes to condensed consolidated financial statements.

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LAMAR MEDIA CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Income and Comprehensive Income

(Unaudited)

(In thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Statements of Income
Net revenues	$	565,251	$	541,137	$	1,063,401	$	1,012,469
Operating expenses (income)
Direct advertising expenses (exclusive of depreciation and amortization)	183,265		171,783		358,910		340,215
General and administrative expenses (exclusive of depreciation and amortization)	88,341		90,525		177,502		175,660
Corporate expenses (exclusive of depreciation and amortization)	32,870		28,447