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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-Q
________________________________________________________
xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2024
or
¨
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)
__________________________________
Delaware47-0961620
Delaware72-1205791
(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: (225926-1000  
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.001 par valueLAMR
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 filerxAccelerated 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 filerxSmaller 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 April 26, 2024: 87,820,609 
The number of shares of the Lamar Advertising Company’s Class B common stock outstanding as of April 26, 2024: 14,420,085
The number of shares of Lamar Media Corp. common stock outstanding as of April 26, 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
2


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.
3


CONTENTS
Page
Lamar Advertising Company
Lamar Media Corp.

4

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)
March 31,
2024
December 31,
2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$36,405 $44,605 
Receivables, net of allowance for doubtful accounts of $11,952 and $12,477 in 2024 and 2023, respectively
298,509 301,189 
Other current assets41,162 27,392 
Total current assets376,076 373,186 
Property, plant and equipment4,289,440 4,274,831 
Less accumulated depreciation and amortization(2,731,409)(2,708,361)
Net property, plant and equipment1,558,031 1,566,470 
Operating lease right of use assets1,302,629 1,315,433 
Financing lease right of use assets10,471 11,184 
Goodwill2,035,220 2,035,271 
Intangible assets, net1,150,081 1,171,434 
Other assets92,559 90,644 
Total assets$6,525,067 $6,563,622 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable$18,435 $18,238 
Current maturities of long-term debt, net of deferred financing costs of $339 and $380 in 2024 and 2023, respectively
585,763 250,018 
Current operating lease liabilities174,955 210,568 
Current financing lease liabilities1,331 1,331 
Accrued expenses79,483 107,195 
Deferred income132,644 126,547 
Total current liabilities992,611 713,897 
Long-term debt, net of deferred financing costs of $27,380 and $28,865 in 2024 and 2023, respectively
2,815,573 3,091,109 
Operating lease liabilities1,066,058 1,075,285 
Financing lease liabilities14,282 14,614 
Deferred income tax liabilities12,293 12,047 
Asset retirement obligation396,539 397,991 
Other liabilities44,074 41,891 
Total liabilities5,341,430 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; 88,711,167 and 88,486,495 shares issued at 2024 and 2023, respectively; 87,820,609 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 capital2,129,944 2,103,282 
Accumulated comprehensive loss(820)(428)
Accumulated deficit(874,130)(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 interest1,228 414 
Stockholders’ equity1,183,637 1,216,788 
Total liabilities and stockholders’ equity$6,525,067 $6,563,622 
See accompanying notes to condensed consolidated financial statements.
5

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
March 31,
20242023
Statements of Income
Net revenues$498,150 $471,332 
Operating expenses (income)
Direct advertising expenses (exclusive of depreciation and amortization)175,645 168,432 
General and administrative expenses (exclusive of depreciation and amortization)89,161 85,135 
Corporate expenses (exclusive of depreciation and amortization)35,704 28,527 
Depreciation and amortization75,228 73,125 
Gain on disposition of assets(2,188)(2,688)
373,550 352,531 
Operating income124,600 118,801 
Other (income) expense
Interest income(467)(461)
Interest expense44,487 41,444 
Equity in loss (earnings) of investee559 (178)
44,579 40,805 
Income before income tax expense80,021 77,996 
Income tax expense1,522 1,798 
Net income78,499 76,198 
Net income attributable to non-controlling interest275 157 
Net income attributable to controlling interest78,224 76,041 
Cash dividends declared and paid on preferred stock91 91 
Net income applicable to common stock$78,133 $75,950 
Earnings per share:
Basic earnings per share$0.77 $0.75 
Diluted earnings per share$0.76 $0.74 
Cash dividends declared per share of common stock$1.30 $1.25 
Weighted average common shares used in computing earnings per share:
Weighted average common shares outstanding basic102,115,159 101,792,317 
Weighted average common shares outstanding diluted102,447,333 101,963,563 
Statements of Comprehensive Income
Net income$78,499 $76,198 
Other comprehensive loss
Foreign currency translation adjustments(392)(2)
Comprehensive income78,107 76,196 
Net income attributable to non-controlling interest275 157 
Comprehensive income attributable to controlling interest$77,832 $76,039 
See accompanying notes to condensed consolidated financial statements.
6

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 interestTotal
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 

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 interestTotal
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 
See accompanying notes to condensed consolidated financial statements.
7

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three Months Ended
March 31,
20242023
Cash flows from operating activities:
Net income$78,499 $76,198 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization75,228 73,125 
Stock-based compensation14,466 8,040 
Amortization included in interest expense1,631 1,642 
Gain on disposition of assets(2,188)(2,688)
Equity in loss (earnings) of investee559 (178)
Deferred tax expense (benefit)246 (1,152)
Provision for doubtful accounts312 1,397 
Changes in operating assets and liabilities
Decrease (increase) in:
Receivables2,229 24,208 
Prepaid expenses(6,746)(10,833)
Other assets(6,306)(7,523)
Increase (decrease) in:
Trade accounts payable325 (1,911)
Accrued expenses(20,355)(24,010)
Operating lease liabilities(32,035)(40,801)
Other liabilities4,697 13,198 
Net cash provided by operating activities110,562 108,712 
Cash flows from investing activities:
Acquisitions(18,265)(13,627)
Capital expenditures(29,482)(42,285)
Proceeds from disposition of assets and investments2,731 3,248 
Net cash used in investing activities(45,016)(52,664)
Cash flows from financing activities:
Cash used for purchase of treasury stock(5,341)(5,947)
Net proceeds from issuance of common stock7,067 4,208 
Principal payments on long-term debt(98)(93)
Principal payments on financing leases(333)(333)
Payments on revolving credit facility(70,000)(20,000)
Proceeds received from revolving credit facility143,000 90,000 
Proceeds received from accounts receivable securitization program6,900 9,800 
Payments on accounts receivable securitization program(21,200)(25,000)
Debt issuance costs(23)(25)
Distributions to non-controlling interest(479)(214)
Dividends/distributions(133,119)(127,551)
Net cash used in financing activities(73,626)(75,155)
Effect of exchange rate changes in cash and cash equivalents(120)10 
Net decrease in cash and cash equivalents(8,200)(19,097)
Cash and cash equivalents at beginning of period44,605 52,619 
Cash and cash equivalents at end of period$36,405 $33,522 
Supplemental disclosures of cash flow information:
Cash paid for interest$42,520 $39,430 
Cash paid for foreign, state and federal income taxes$2,953 $3,182 
See accompanying notes to condensed consolidated financial statements.
8

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 months ended March 31, 2024 and 2023.
Three Months Ended
March 31,
20242023
Billboard advertising$439,385 $417,175 
Logo advertising20,742 20,310 
Transit advertising38,023 33,847 
Net revenues$498,150 $471,332 

9

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
3. Leases
During the three months ended March 31, 2024 and 2023, we had operating lease costs of $79,252 and $79,446, respectively, and variable lease costs of $13,442 and $12,374, respectively. These operating lease costs are recorded in direct advertising expenses (exclusive of depreciation and amortization). For the three months ended March 31, 2024 and 2023, we recorded a loss of $8 and $145, respectively, in gain on disposition of assets related to the amendment and termination of lease agreements. Cash payments of $137,917 and $117,332 were made reducing our operating lease liabilities for the three months ended March 31, 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 $2,527 and $2,411 in direct advertising expenses (exclusive of depreciation and amortization) for these agreements during the three months ended March 31, 2024 and 2023, respectively.
Our operating leases have a weighted-average remaining lease term of 12.7 years. The weighted-average discount rate of our operating leases is 5.1%. Also, during the periods ended March 31, 2024 and 2023, we obtained $2,424 and $4,942, 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 March 31, 2024:
2024$156,243 
2025200,354 
2026172,599 
2027149,277 
2028126,426 
Thereafter922,664 
Total undiscounted operating lease payments1,727,563 
Less: Imputed interest(486,550)
Total operating lease liabilities$1,241,013 
During the three months ended March 31, 2024 and 2023, $713 of amortization expense for each period and $120 and $130 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 $333 were made reducing our financing lease liabilities for each of the three months ended March 31, 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 3.7 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 March 31, 2024 and 2023, non-lease variable transit payments were $23,563 and $20,318, respectively. 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
10

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
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 three months ended March 31, 2024. At March 31, 2024 a total of 1,514,026 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 three months ended March 31, 2024:
Shares
Available for future purchases, January 1, 2024242,292 
Additional shares reserved under 2019 ESPP87,645 
Purchases(40,322)
Available for future purchases, March 31, 2024289,615 
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 March 31, 2024 and 2023, the Company recorded $9,925 and $4,590, 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 March 31, 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 March 31, 2024 and 2023, the Company recorded $3,062 and $1,891, 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 March 31, 2024 and 2023, the Company recorded $137 and $101, respectively, in stock-based compensation expense related to these awards.
11

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
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
March 31,
20242023
Direct advertising expenses$69,676 $68,316 
General and administrative expenses1,315 1,280 
Corporate expenses4,237 3,529 
$75,228 $73,125 
6. Goodwill and Other Intangible Assets
The following is a summary of intangible assets at March 31, 2024 and December 31, 2023:
Estimated
Life
(Years)
March 31, 2024December 31, 2023
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
Amortizable intangible assets:
Customer lists and contracts
710
$731,112 $647,080 $731,156 $640,635 
Non-competition agreements
315
72,020 66,662 71,960 66,455 
Site locations152,968,419 1,918,650 2,955,324 1,891,078 
Other
215
52,598 41,676 52,578 41,416 
$3,824,149 $2,674,068 $3,811,018 $2,639,584 
Unamortizable intangible assets:
Goodwill$2,288,756 $253,536 $2,288,807 $253,536 
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 obligations189 
Accretion expense1,721 
Liabilities settled(3,362)
Balance at March 31, 2024$396,539 
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 March 31, 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 $4,459,349 and $4,438,406, respectively.
As of March 31, 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
12

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
March 31, 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 March 31, 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 $3,209,829 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 months ended March 31, 2024 or 2023.
10. Long-term Debt
Long-term debt consists of the following at March 31, 2024 and December 31, 2023:
March 31, 2024
DebtDeferred
financing costs
Debt, net of
deferred
financing costs
Senior Credit Facility$1,092,285 $7,617 $1,084,668 
Accounts Receivable Securitization Program235,700 339 235,361 
3 3/4% Senior  Notes600,000 4,647 595,353 
3 5/8% Senior Notes550,000 6,032 543,968 
4% Senior Notes
549,536 5,473 544,063 
4 7/8% Senior Notes400,000 3,611 396,389 
Other notes with various rates and terms1,534  1,534 
3,429,055 27,719 3,401,336 
Less current maturities(586,102)(339)(585,763)
Long-term debt, excluding current maturities$2,842,953 $27,380 $2,815,573 

December 31, 2023
DebtDeferred
financing costs
Debt, net of
deferred
financing costs
Senior Credit Facility$1,019,222 $8,266 $1,010,956 
Accounts Receivable Securitization Program250,000 380 249,620 
3 3/4% Senior Notes600,000 4,923 595,077 
3 5/8% Senior Notes550,000 6,226 543,774 
4% Senior Notes
549,516 5,675 543,841 
4 7/8% Senior Notes400,000 3,775 396,225 
Other notes with various rates and terms1,634  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 
13

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
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”).
The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (the “senior credit facility”), consists 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 will 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 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 will 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 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 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 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. The entire amount of the Term A loans will be payable at maturity. 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.
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
14

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
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 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 March 31, 2024, there were $143,000 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 $8,603 in letters of credit outstanding as of March 31, 2024 resulting in $598,397 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.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
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 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 March 31, 2024 there was $235,700 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 March 31, 2024. The commitment fees based on the amount of unused commitments under the Accounts Receivable Securitization Program were immaterial during the three months ended March 31, 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,
16

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
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.
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 March 31, 2024.
11. Fair Value of Financial Instruments
At March 31, 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 $3,248,868 which does not exceed the carrying amount of $3,429,055 as of March 31, 2024. The majority of the fair value is determined using observed
17

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
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 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.
13. Dividends/Distributions
During the three months ended March 31, 2024 and 2023, the Company declared and paid cash distributions in an aggregate amount of $133,028 or $1.30 per share and $127,460 or $1.25 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 months ended March 31, 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 for each period.
14. Information about Geographic Areas
Revenues from external customers attributable to foreign countries totaled $7,704 and $6,076 for the three months ended March 31, 2024 and 2023, respectively. Net carrying value of long-lived assets located in foreign countries totaled $13,065 and $13,930 as of March 31, 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 (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 March 31, 2024, no shares of our Class A common stock have been sold under the 2021 Sales Agreement and accordingly $400,000 remained available to be sold under the 2021 Sales Agreement as of March 31, 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 three
18

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
months ended March 31, 2024 and the year ended December 31, 2023, the Company did not issue any shares under this shelf registration.
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 March 31, 2024.
19

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)
March 31,
2024
December 31,
2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$35,905 $44,105 
Receivables, net of allowance for doubtful accounts of $11,952 and $12,477 in 2024 and 2023, respectively
298,509 301,189 
Other current assets41,162 27,392 
Total current assets375,576 372,686 
Property, plant and equipment4,289,440 4,274,831 
Less accumulated depreciation and amortization(2,731,409)(2,708,361)
Net property, plant and equipment1,558,031 1,566,470 
Operating lease right of use assets1,302,629 1,315,433 
Financing lease right of use assets10,471 11,184 
Goodwill2,025,068 2,025,119 
Intangible assets, net1,149,613 1,170,967 
Other assets86,937 85,021 
Total assets$6,508,325 $6,546,880 
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Trade accounts payable$18,435 $18,238 
Current maturities of long-term debt, net of deferred financing costs of $339 and $380 in 2024 and 2023, respectively
585,763 250,018 
Current operating lease liabilities174,955 210,568 
Current financing lease liabilities1,331 1,331 
Accrued expenses69,524 97,464 
Deferred income132,644 126,547 
Total current liabilities982,652 704,166 
Long-term debt, net of deferred financing costs of $27,380 and $28,865 in 2024 and 2023, respectively
2,815,573 3,091,109 
Operating lease liabilities1,066,058 1,075,285 
Financing lease liabilities14,282 14,614 
Deferred income tax liabilities12,293 12,047 
Asset retirement obligation396,539 397,991 
Other liabilities44,074 41,891 
Total liabilities5,331,471 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-capital3,200,451 3,173,789 
Accumulated comprehensive loss(820)(428)
Accumulated deficit(2,024,005)(1,963,998)
Non-controlling interest1,228 414 
Stockholder's equity1,176,854 1,209,777 
Total liabilities and stockholder's equity$6,508,325 $6,546,880 
See accompanying notes to condensed consolidated financial statements.
20

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
March 31,
20242023
Statements of Income
Net revenues$498,150 $471,332 
Operating expenses (income)
Direct advertising expenses (exclusive of depreciation and amortization)
175,645 168,432 
General and administrative expenses (exclusive of depreciation and amortization)
89,161 85,135 
Corporate expenses (exclusive of depreciation and amortization)
35,566 28,391 
Depreciation and amortization75,228 73,125 
Gain on disposition of assets(2,188)(2,688)
373,412 352,395 
Operating income124,738 118,937 
Other (income) expense
Interest income(467)(461)
Interest expense44,487 41,444 
Equity in loss (earnings) of investee559 (178)
44,579 40,805 
Income before income tax expense80,159 78,132 
Income tax expense1,522 1,798 
Net income78,637 76,334 
Net income attributable to non-controlling interest275 157 
Net income attributable to controlling interest$78,362 $76,177 
Statements of Comprehensive Income
Net income$78,637 $76,334 
Other comprehensive loss
Foreign currency translation adjustments(392)(2)
Comprehensive income78,245 76,332 
Net income attributable to non-controlling interest275 157 
Comprehensive income attributable to controlling interest$77,970 $76,175 
See accompanying notes to condensed consolidated financial statements.
21

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholder's Equity
(Unaudited)
(In thousands, except share and per share data)
Common
Stock
Additional
Paid-In
Capital
Accumulated
Comprehensive
Loss
Accumulated
Deficit
Non-controlling interestTotal
Balance, December 31, 2023$ $3,173,789 $(428)$(1,963,998)$414 $1,209,777 
Contribution from parent— 27,680 — — — 27,680 
Reallocation of capital— (1,018)— — 1,018  
Foreign currency translations— — (392)— — (392)
Net income— — — 78,362 275 78,637 
Dividend to parent— — — (138,369)(479)(138,848)
Balance, March 31, 2024$ $3,200,451 $(820)$(2,024,005)$1,228 $1,176,854 

Common
Stock
Additional
Paid-In
Capital
Accumulated
Comprehensive
Loss
Accumulated
Deficit
Non-controlling interestTotal
Balance, December 31, 2022$ $3,132,178 $(659)$(1,944,018)$ $1,187,501 
Contribution from parent— 23,447 — — — 23,447 
Reallocation of capital— (1,016)— — 397 (619)
Foreign currency translations— — (2)— — (2)
Net income— — — 76,177 157 76,334 
Dividend to parent— — — (133,406)(214)(133,620)
Balance, March 31, 2023$ $3,154,609 $(661)$(2,001,247)$340 $1,153,041 
See accompanying notes to condensed consolidated financial statements.
22

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three Months Ended
March 31,
20242023
Cash flows from operating activities:
Net income$78,637 $76,334 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization75,228 73,125 
Non-cash compensation14,466 8,040 
Amortization included in interest expense1,631 1,642 
Gain on disposition of assets(2,188)(2,688)
Equity in loss (earnings) of investee559 (178)
Deferred tax expense (benefit)246 (1,152)
Provision for doubtful accounts312 1,397 
Changes in operating assets and liabilities:
Decrease (increase) in:
Receivables2,229 24,208 
Prepaid expenses(6,746)(10,833)
Other assets(6,306)(7,523)
Increase (decrease) in:
Trade accounts payable325 (1,911)
Accrued expenses(20,355)(24,010)
Operating lease liabilities(32,035)(40,801)
Other liabilities(16,145)(6,269)
Net cash provided by operating activities89,858 89,381 
Cash flows from investing activities:
Acquisitions(18,265)(13,627)
Capital expenditures(29,482)(42,285)
Proceeds from disposition of assets and investments2,731 3,248 
Net cash used in investing activities(45,016)(52,664)
Cash flows from financing activities:
Principal payments on long-term debt(98)(93)
Principal payments on financing leases(333)(333)
Payments on revolving credit facility(70,000)(20,000)
Proceeds received from revolving credit facility143,000 90,000 
Proceeds received from accounts receivable securitization program6,900 9,800 
Payments on accounts receivable securitization program(21,200)(25,000)
Debt issuance costs(23)(25)
Distributions to non-controlling interest(479)(214)
Contributions from parent27,680 23,447 
Dividend to parent(138,369)(133,406)
Net cash used in financing activities(52,922)(55,824)
Effect of exchange rate changes in cash and cash equivalents(120)10 
Net decrease in cash and cash equivalents(8,200)(19,097)
Cash and cash equivalents at beginning of period44,105 52,119 
Cash and cash equivalents at end of period$35,905 $33,022 
Supplemental disclosures of cash flow information:
Cash paid for interest$42,520 $39,430 
Cash paid for foreign, state and federal income taxes$2,953 $3,182 
See accompanying notes to condensed consolidated financial statements.
23

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Except for 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 Lamar Media’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 Lamar Media’s consolidated financial statements and the notes thereto included in the 2023 Combined Form 10-K.
Certain notes are not provided for the accompanying condensed consolidated financial statements as the information in notes 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 14 and 15 to the condensed consolidated financial statements of Lamar Advertising included elsewhere in this report is substantially equivalent to that required for the condensed consolidated financial statements of Lamar Media. Earnings per share data is not provided for Lamar Media, as it is a wholly owned subsidiary of the Company.
2. Summarized Financial Information of Subsidiaries
Separate condensed consolidating financial information for Lamar Media, subsidiary guarantors and non-guarantor subsidiaries is presented below. Lamar Media and its subsidiary guarantors have fully and unconditionally guaranteed Lamar Media’s obligations with respect to its publicly issued notes. All guarantees are joint and several. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information. The following condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes. The condensed consolidating financial information is provided as an alternative to providing separate financial statements for guarantor subsidiaries. Separate financial statements of Lamar Media’s subsidiary guarantors are not included because the guarantees are full and unconditional and the subsidiary guarantors are 100% owned and jointly and severally liable for Lamar Media’s outstanding publicly issued notes. The accounts for all companies reflected herein are presented using the equity method of accounting for investments in subsidiaries.

24

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Except for Share Data)
Condensed Consolidating Balance Sheet as of March 31, 2024
Lamar
Media Corp.
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
EliminationsLamar Media
Consolidated
(unaudited)
ASSETS
Total current assets$27,664 $45,183 $302,729 $ $375,576 
Net property, plant and equipment 1,542,340 15,691  1,558,031 
Operating lease right of use assets 1,270,193 32,436