LAMAR ADVERTISING CO/NEW 10-K

ITEM 8. FINANCIAL STATEMENTS LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Management’s Report on Internal Control Over Financial Reporting 45 Report of Independent Registered Public Accounting Firm — Opinion on Internal Control Over Financial Reporting ( KPMG LLP , Baton Rouge, LA , Audit Firm ID: 185 ) 46 Report of Independent Registered Public Accounting Firm — Opinion on the Consolidated Financial Statements ( KPMG LLP , Baton Rouge, LA , Audit Firm ID: 185 ) 47 Consolidated Balance Sheets as of December 31, 202 2 and 202 1 49 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 202 2 , 202 1 and 20 20 50 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 2 , 202 1 and 20 20 51 Consolidated Statements of Cash Flows for the years ended December 31, 202 2 , 202 1 and 20 20 52 Notes to Consolidated Financial Statements 53 Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 202 2 , 202 1 and 20 20 80 Schedule III — Schedule of Real Estate and Accumulated Depreciation as of December 31, 202 2 , 202 1 and 20 20 81 44 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of Lamar Advertising Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Lamar Advertising’s management assessed the effectiveness of Lamar Advertising’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) . Based on this assessment, Lamar Advertising’s management has concluded that, as of December 31, 2022, Lamar Advertising’s internal control over financial reporting is effective based on those criteria. The effectiveness of Lamar Advertising’s internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 to this Annual Report. 45 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Lamar Advertising Company: Opinion on Internal Control Over Financial Reporting We have audited Lamar Advertising Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules II to III (collectively, the consolidated financial statements), and our report dated February 24, 2023 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion . Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements . Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP KPMG LLP Baton Rouge, Louisiana February 24, 2023 46 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Lamar Advertising Company: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Lamar Advertising Company and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules II to III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of the accounting lease term for the portfolio of billboard land leases As discussed in Note 7 to the consolidated financial statements, a lessee determines the lease term at the commencement date by identifying the non-cancellable period of the lease and then adding any periods for which it is reasonably certain to exercise a renewal option (or not to exercise a termination option). The Company has approximately 72,500 billboard land leases for which they determined the lease term using a portfolio approach, in accordance with which the negotiated stated initial lease term for each billboard land lease was concluded to be the lease term under Accounting Standards Codification Topic 842, Leases (ASC 842). We identified the assessment of the lease term for the portfolio of billboard land leases, which affects the discount rate for the lease as well as the measurement of the lease liability and right of use asset, as a critical audit matter. In the Company’s billboard land leases, the Company typically has both unilateral renewal and termination options. Determining the lease term involved a high degree of subjectivity as to whether the lease term should or should not include renewal periods (including periods after an optional termination date), the evaluation of which required subjective auditor judgment. 47 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s billboard land lease process, including controls over the qualifications and experience of individuals negotiating the stated initial lease term, reconciliation of inputs into the system, approval of billboard land lease contracts, and annual evaluation of the renewals and terminations exercised by the Company during the year. We evaluated the competence, capabilities, and objectivity of the Company’s real estate team that negotiates the lease terms and conditions, and whether the team considers economic factors that are consistent with those enumerated in ASC 842 when negotiating the stated initial lease term and associated renewal and termination options. We inspected the Company’s assessment and conclusion about using the portfolio approach for its billboard land leases. We tested a sample of the Company’s billboard land lease population and obtained underlying documentation to evaluate whether the leases entered into are similar in terms of the lease agreement creation process, purpose for the lease (i.e. to host a Company billboard), and lease term considerations. We assessed the impact of billboard land leases with early terminations and renewals beyond the stated initial term to evaluate the Company’s assertion that use of the stated initial lease term as the lease term for its billboard land leases on a portfolio basis was appropriate. /s/ KPMG LLP KPMG LLP We have served as the Company’s auditor since 1999. Baton Rouge, Louisiana February 24, 2023 48 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2022 and 2021 (In thousands, except share and per share data) 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 52,619 $ 99,788 Receivables, net of allowance for doubtful accounts of $ 11,418 and $ 11,195 as of 2022 and 2021, respectively 285,039 269,917 Other current assets 26,894 18,902 Total current assets 364,552 388,607 Property, plant and equipment (note 5) 4,109,146 3,782,288 Less accumulated depreciation and amortization ( 2,609,447 ) ( 2,445,014 ) Net property, plant and equipment 1,499,699 1,337,274 Operating lease right of use assets 1,271,631 1,224,672 Financing lease right of use assets 14,037 16,890 Goodwill (note 6) 2,035,269 1,936,426 Intangible assets, net (note 6) 1,206,625 1,045,177 Other assets 83,401 98,448 Total assets $ 6,475,214 $ 6,047,494 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Trade accounts payable $ 19,643 $ 16,429 Current maturities of long-term debt, net of deferred financing costs of $ 593 and $ 585 in 2022 and 2021, respectively (note 9) 249,785 174,778 Current operating lease liabilities (note 7) 205,838 198,286 Current financing lease liabilities (note 7) 1,331 1,331 Accrued expenses (note 8) 117,593 135,038 Deferred income 131,847 137,103 Total current liabilities 726,037 662,965 Long-term debt, net of deferred financing costs of $ 32,022 and $ 36,274 in 2022 and 2021, respectively (note 9) 3,063,020 2,838,817 Operating lease liabilities (note 7) 1,035,655 995,356 Financing lease liabilities (note 7) 15,945 17,277 Deferred income tax liabilities (note 12) 9,651 6,416 Asset retirement obligation (note 10) 390,442 269,367 Other liabilities 39,090 40,207 Total liabilities 5,279,840 4,830,405 Stockholders’ equity (note 14): Series AA preferred stock, par value $ 0.001 , $ 63.80 cumulative dividends, authorized 5,720 shares; 5,720 shares issued and outstanding at 2022 and 2021 — — Class A common stock, par value $ 0.001 , 362,500,000 shares authorized, 88,110,928 and 87,540,838 shares issued and 87,327,232 and 86,852,821 outstanding at 2022 and 2021, respectively 88 88 Class B common stock, par value $ 0.001 , 37,500,000 shares authorized, 14,420,085 shares issued and outstanding at 2022 and 2021 14 14 Additional paid-in-capital 2,061,671 2,001,399 Accumulated comprehensive (loss) income ( 659 ) 855 Accumulated deficit ( 804,382 ) ( 734,415 ) Cost of shares held in treasury, 783,696 and 688,017 shares in 2022 and 2021, respectively ( 61,358 ) ( 50,852 ) Stockholders’ equity 1,195,374 1,217,089 Total liabilities and stockholders’ equity $ 6,475,214 $ 6,047,494 See accompanying notes to consolidated financial statements. 49 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Consolidated Statements of Income and Comprehensive Income Years Ended December 31, 2022, 2021 and 2020 (In thousands, except share and per share data) 2022 2021 2020 Statements of Income Net revenues (note 2) $ 2,032,140 $ 1,787,401 $ 1,568,856 Operating expenses (income): Direct advertising expenses (exclusive of depreciation and amortization) 667,288 576,507 557,661 General and administrative expenses (exclusive of depreciation and amortization) 350,623 326,951 287,874 Corporate expenses (exclusive of depreciation and amortization) 102,500 93,577 70,944 Depreciation and amortization (note 11) 349,449 271,294 251,296 Gain on disposition of assets ( 15,721 ) ( 2,115 ) ( 9,026 ) 1,454,139 1,266,214 1,158,749 Operating income 578,001 521,187 410,107 Other expense (income): Loss on extinguishment of debt — 21,604 25,235 Interest income ( 1,293 ) ( 763 ) ( 797 ) Interest expense 127,510 106,384 137,623 Equity in earnings of investee ( 4,315 ) ( 3,384 ) — 121,902 123,841 162,061 Income before income tax expense 456,099 397,346 248,046 Income tax expense (note 12) 17,452 9,256 4,660 Net income 438,647 388,090 243,386 Preferred stock dividends 365 365 365 Net income applicable to common stock $ 438,282 $ 387,725 $ 243,021 Earnings per share: Basic earnings per share $ 4.32 $ 3.83 $ 2.41 Diluted earnings per share $ 4.31 $ 3.83 $ 2.41 Cash dividends declared per share of common stock $ 5.00 $ 4.00 $ 2.50 Weighted average common shares used in computing earnings per share: Weighted average common shares outstanding basic 101,527,778 101,133,269 100,756,361 Weighted average common shares outstanding diluted 101,634,543 101,349,865 100,902,700 Statements of Comprehensive Income Net income $ 438,647 $ 388,090 $ 243,386 Other comprehensive (loss) income, net of tax Foreign currency translation adjustments ( 1,514 ) ( 79 ) 249 Comprehensive income $ 437,133 $ 388,011 $ 243,635 See accompanying notes to consolidated financial statements. 50 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity Years Ended December 31, 2022, 2021 and 2020 (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 Income (Loss) Accumulated Deficit Total Balance, December 31, 2019 $ — 87 14 ( 34,294 ) 1,922,222 685 ( 708,408 ) 1,180,306 Non-cash compensation — — — — 4,669 — — 4,669 Issuance of 298,124 shares of common stock through stock awards — — — — 25,811 — — 25,811 Exercise of 61,949 shares of stock options — — — — 3,138 — — 3,138 Issuance of 154,756 shares of common stock through employee purchase plan — — — — 8,010 — — 8,010 Purchase of 116,483 shares of treasury stock — — — ( 10,492 ) — — — ( 10,492 ) Foreign currency translation — — — — — 249 — 249 Net income — — — — — — 243,386 243,386 Dividends/distributions to common shareholders ($ 2.50 per common share) — — — — — — ( 251,944 ) ( 251,944 ) Dividends ($ 63.80 per preferred share) — — — — — — ( 365 ) ( 365 ) Balance, December 31, 2020 $ — 87 14 ( 44,786 ) 1,963,850 934 ( 717,331 ) 1,202,768 Non-cash compensation — — — — 4,942 4,942 Issuance of 158,985 shares of common stock through stock awards — 1 — — 13,565 — — 13,566 Exercise of 156,491 shares of stock options — — — — 10,170 — — 10,170 Issuance of 114,035 shares of common stock through employee purchase plan — — — — 8,872 — — 8,872 Purchase of 68,336 shares of treasury stock — — — ( 6,066 ) — — — ( 6,066 ) Foreign currency translation — — — — — ( 79 ) — ( 79 ) Net income — — — — — — 388,090 388,090 Dividends/distributions to common shareholders ($ 4.00 per common share) — — — — — — ( 404,809 ) ( 404,809 ) Dividends ($ 63.80 per preferred share) — — — — — — ( 365 ) ( 365 ) Balance, December 31, 2021 $ — 88 14 ( 50,852 ) 2,001,399 855 ( 734,415 ) 1,217,089 Non-cash compensation — — — — 11,012 11,012 Issuance of 248,947 shares of common stock through stock awards — — — — 30,366 — — 30,366 Exercise of 194,035 shares of stock options — — — — 8,671 — — 8,671 Issuance of 127,108 shares of common stock through employee purchase plan — — — — 10,223 — — 10,223 Purchase of 95,679 shares of treasury stock — — — ( 10,506 ) — — — ( 10,506 ) Foreign currency translation — — — — — ( 1,514 ) — ( 1,514 ) Net income — — — — — — 438,647 438,647 Dividends/distributions to common shareholders ($ 5.00 per common share) — — — — — — ( 508,249 ) ( 508,249 ) Dividends ($ 63.80 per preferred share) — — — — — — ( 365 ) ( 365 ) Balance, December 31, 2022 $ — 88 14 ( 61,358 ) 2,061,671 ( 659 ) ( 804,382 ) 1,195,374 See accompanying notes to consolidated financial statements. 51 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Consolidated Statements of Cash Flows Years Ended December 31, 2022, 2021 and 2020 (In thousands) 2022 2021 2020 Cash flows from operating activities: Net income $ 438,647 $ 388,090 $ 243,386 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 349,449 271,294 251,296 Stock-based compensation 23,136 37,368 18,772 Amortization included in interest expense 6,158 5,877 5,909 Gain on disposition of assets ( 15,721 ) ( 2,115 ) ( 9,026 ) Loss on extinguishment of debt — 21,604 25,235 Equity in earnings of investee ( 4,315 ) ( 3,384 ) — Deferred income tax expense (benefit) 3,212 1,574 ( 797 ) Provision for doubtful accounts 9,013 4,527 12,729 Changes in operating assets and liabilities: (Increase) decrease in: Receivables ( 22,511 ) ( 24,684 ) 1,287 Prepaid expenses ( 906 ) ( 5,493 ) 591 Other assets 2,711 5,030 7,629 Increase (decrease) in: Trade accounts payable 1,176 1,308 841 Accrued expenses ( 10,773 ) 9,553 10,052 Operating lease liabilities 7,198 3,819 24,549 Other liabilities ( 4,862 ) 20,049 ( 22,580 ) Cash flows provided by operating activities 781,612 734,417 569,873 Cash flows from investing activities: Capital expenditures ( 167,078 ) ( 126,090 ) ( 62,272 ) Acquisitions ( 479,766 ) ( 312,257 ) ( 45,584 ) Payment for investments in equity securities — ( 30,000 ) — Decrease in notes receivable 12,124 107 — Proceeds from disposition of assets and investments 15,649 6,480 10,968 Cash flows used in investing activities ( 619,071 ) ( 461,760 ) ( 96,888 ) Cash flows from financing activities: Net proceeds from issuance of common stock 18,894 19,042 11,148 Cash used for purchase of treasury shares ( 10,506 ) ( 6,066 ) ( 10,492 ) Proceeds received from revolving credit facility 445,000 200,000 725,000 Payments on revolving credit facility ( 575,000 ) ( 25,000 ) ( 875,000 ) Principal payments on long-term debt ( 365 ) ( 378 ) ( 9,112 ) Borrowings on long-term debt — — 8,750 Principal payments on financing leases ( 1,331 ) ( 1,331 ) — Proceeds received from senior credit facility term loans 350,000 — 598,500 Payments on senior credit facility term loans — — ( 978,097 ) Proceeds received from accounts receivable securitization program 265,000 180,000 122,500 Payments on accounts receivable securitization program ( 190,000 ) ( 127,500 ) ( 175,000 ) Proceeds received from note offering — 550,000 1,549,250 Redemption of senior notes and senior subordinated notes — ( 668,688 ) ( 1,058,596 ) Debt issuance costs ( 1,583 ) ( 8,823 ) ( 32,950 ) Distributions to non-controlling interest ( 814 ) ( 601 ) ( 1,509 ) Dividends/distributions ( 508,614 ) ( 405,174 ) ( 252,309 ) Cash flows used in financing activities ( 209,319 ) ( 294,519 ) ( 377,917 ) Effect of exchange rate changes in cash and cash equivalents ( 391 ) 81 313 Net (decrease) increase in cash and cash equivalents ( 47,169 ) ( 21,781 ) 95,381 Cash and cash equivalents at beginning of period 99,788 121,569 26,188 Cash and cash equivalents at end of period $ 52,619 $ 99,788 $ 121,569 Supplemental disclosures of cash flow information: Cash paid for interest $ 120,000 $ 112,080 $ 130,864 Cash paid for state and federal income taxes $ 16,325 $ 8,388 $ 4,033 See accompanying notes to consolidated financial statements. 52 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) (1) Description of the Business and Significant Accounting Policies (a) Nature of Business Lamar Advertising Company (the Company) is engaged in the outdoor advertising business, operating approximately 160,200 billboard advertising displays in 45 states and Canada. The Company’s operating strategy is to be the leading provider of outdoor advertising services in the markets it serves. In addition, the Company operates a logo sign business in 23 states throughout the United States and the province of Ontario, Canada and operates approximately 47,500 transit advertising displays in 24 states and Canada. Logo signs are erected pursuant to state-awarded service contracts on public rights-of-way near highway exits and deliver brand name information on available gas, food, lodging and camping services. Included in the Company’s logo sign business are tourism signing contracts. The Company provides transit advertising in airport terminals, on bus shelters, benches and buses in the markets it serves. The Company operates as a Real Estate Investment Trust (“REIT”) for U.S. federal income tax purposes and generally will not be subject to federal income taxes on its income and gains that the Company distributes to its stockholders, including the income derived from advertising rental revenue. However, even as a REIT, the Company will remain obligated to pay income taxes on earnings from the assets of its taxable REIT subsidiaries (“TRSs”). In addition, the Company’s foreign assets and operations continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. On July 1, 2022, the Company's direct wholly owned subsidiary Lamar Media Corp. ("Lamar Media") entered into the Amended and Restated Limited Partnership Agreement (the "Partnership Agreement") of Lamar Advertising Limited Partnership (the "OP") as the initial limited partner, along with its wholly owned subsidiary, Lamar Advertising General Partner, LLC, as the general partner of the OP (the "General Partner"). Lamar Media formed the OP and contributed all of its assets to the OP in connection with the Company's reorganization (the "Reorganization") as a specific type of REIT known as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). The Company completed the Reorganization to facilitate tax-deferred contributions of properties to the OP in exchange for limited partnership interests in the OP. The Reorganization did not have a material impact on our consolidated financial statements. (b) Principles of Consolidation The accompanying consolidated financial statements include Lamar Advertising Company, its wholly owned subsidiary, Lamar Media Corp. (Lamar Media), and its majority-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. An operating segment is a component of an enterprise: • that engages in business activities from which it may earn revenues and incur expenses; • whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and • for which discrete financial information is available. We define the term ‘chief operating decision maker’ to be our executive management group, which consist of our Executive Chairman, President and Chief Executive Officer, and Chief Financial Officer. Currently, all operations are reviewed on a consolidated basis for budget and business plan performance by our executive management group. Additionally, operational performance at the end of each reporting period is viewed in the aggregate by our management group. Any decisions related to changes in invested capital, personnel, operational improvement or training, or to allocate other company resources are made based on the combined results. We operate in a single operating and reporting segment, advertising. We rent advertising space on billboards, buses, shelters, benches, logo plates and in airport terminals. 53 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) (c) Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. (d) Goodwill and Intangible Assets Goodwill is subject to an annual impairment test. The Company designated December 31 as the date of its annual goodwill impairment test. The Company is required to identify its reporting units and determine the carrying value of each reporting unit. The Company has identified two reporting units, Billboard operations and Logo operations, by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. The Company is required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, the Company would be required to book an impairment loss. The Company conducts a qualitative assessment by examining relevant events and circumstances which could have a negative impact on the Company’s goodwill, which includes macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, reporting unit dispositions and acquisitions, the market capitalization of the Company and other relevant events specific to the Company. If, after assessing the totality of events or circumstances described above, the Company determines that it is more likely than not that the fair value of either of the Company's reporting units is less than its carrying amount, the Company will perform a quantitative impairment test. If industry and economic conditions deteriorate, the Company may be required to assess goodwill impairment before the next annual test, which could result in impairment charges. The Company performed its annual measurement for impairment of the goodwill of its reporting units and concluded the fair value of each reporting unit exceeded its carrying amount at its annual impairment test date on December 31, 2022 and 2021; therefore, the Company was not required to recognize an impairment loss. Intangible assets, consisting primarily of site locations, customer lists and contracts, and non-competition agreements are amortized using the straight-line method over the assets' estimated useful lives, generally from 2 to 15 years. (e) Impairment of Long-Lived Assets Long-lived assets, such as property, plant and equipment, lease right of use assets and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset or asset group before interest expense. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset or asset group. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. (f) Acquisitions The Company accounts for transactions that meet the definition of a business and group asset purchases as acquisitions. For transactions that meet the definition of a business combination, the Company allocates the purchase price, including any contingent consideration, to the assets acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fair value of net assets acquired recorded as goodwill. The determination of the final purchase price and the acquisition-date fair value of identifiable assets acquired and liabilities assumed may extend over more than one period and result in adjustments to the preliminary estimate recognized in the prior period financial statements. For transactions that meet the definition of asset group purchases, the Company proportionally allocates the purchase price to the assets based on relative fair value acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition. If a transaction is determined to be a group of assets, any direct acquisition costs are capitalized. Transaction costs for transactions determined to be a business combination are expensed as incurred. 54 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. When determining the fair value of tangible assets acquired, the Company must estimate the cost to replace the asset with a new asset, adjusted for an estimated reduction in fair value due to age of the asset, and the economic useful life. When determining the fair value of intangible assets acquired, the Company must estimate the applicable discount rate and the timing and amount of future cash flows. (g) Lease Liabilities The Company is party to various operating leases for production facilities, vehicles and sites upon which advertising structures are built, including our billboard land leases, leases of logo structures and leases of transit advertising space. The leases expire at various dates, have varying options to renew and cancel, and may contain escalation provisions. We expense our non-variable lease payments ratably over the lease term. Also, certain of our leases contain variable lease payments based on percentage of revenue or consumer price index or other inflation-based indices. The variable lease costs are expensed in the period incurred. 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 will not likely meet the criteria of a lease under ASC 842, therefore they will no longer be accounted for as a lease. Financing lease right of use assets are amortized over the life of the lease which is recorded in depreciation and amortization on the consolidated statements of income and comprehensive income. Interest related to financing lease liabilities is recorded in interest expense on the consolidated statements of income and comprehensive income. The key estimates for our leases include (1) the discount rate used to discount the unpaid lease payment to present value and (2) lease term. Our leases generally do not include a readily determinable implicit rate, therefore, using a portfolio approach, we determine our collateralized incremental borrowing rate to discount the lease payment based on the information available at lease commencement. Our lease terms include the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. The Company has determined we are not reasonably certain to exercise renewals or termination options, and as a result we use the lease’s initial stated term as the lease term for our lease population. (h) Deferred Income Deferred income consists principally of advertising revenue invoiced in advance. Deferred advertising revenue is recognized in income over the term of the contract. (i) Revenue Recognition The Company recognizes outdoor advertising revenue on an accrual basis ratably over the term of the contracts. Production revenue and the related expense for the advertising copy are recognized upon satisfaction of its performance obligation. The Company engages in barter transactions where the Company trades advertising space for goods and services. The Company recognizes revenues and expenses from barter transactions at fair value, which is determined based on the Company’s own historical practice of receiving cash for similar advertising space from buyers unrelated to the party in the barter transaction. The amount of revenue and expense recognized for advertising barter transactions is as follows: 2022 2021 2020 Net revenues $ 8,775 $ 7,718 $ 8,088 Direct advertising expenses $ 4,044 $ 4,014 $ 3,971 General and administrative expenses $ 3,904 $ 3,112 $ 3,144 (j) Income Taxes As a REIT, the Company is generally not subject to federal income taxes on income and gains distributed to the Company’s stockholders. However, the Company remains obligated to pay income taxes on earnings from domestic TRSs. In addition, the Company’s foreign assets and operations continue to be subject to taxation in the foreign jurisdictions where those 55 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) assets are held or where those operations are conducted, including those designated as Qualified REIT Subsidiaries, or QRSs, for federal income tax purposes. Accordingly, the consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized in income in the period that includes the enactment date. (k) Dividends/Distributions As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90 % of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). During the years ended December 31, 2022, 2021 and 2020, the Company declared and paid distributions of its REIT taxable income of $ 508,249 or $ 5.00 per share, $ 404,809 or $ 4.00 per share and $ 251,944 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 the 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 its existing and future debt instruments, the Company’s ability to utilize net operating losses (“NOLs”) to offset, in whole or in part, the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its TRSs, the impact of general economic conditions on the Company's operations and other factors that the Board of Directors may deem relevant. During each of the years ended December 31, 2022, 2021 and 2020, the Company paid dividend distributions to holders of its Series AA Preferred Stock of $ 365 or $ 63.80 per share. (l) 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. For the years ended December 31, 2022, 2021 and 2020 there were no dilutive shares excluded from the calculation. (m) Stock Based Compensation Compensation expense for share-based awards is recognized based on the grant date fair value of those awards. Stock based compensation expense includes an estimate for pre-vesting forfeitures and is recognized over the requisite service periods of the awards on a straight-line basis, which generally commensurate with the vesting term. Non-cash compensation expense recognized during the years ended December 31, 2022, 2021, and 2020 were $ 23,136 , $ 37,368 and $ 18,772 , respectively. The $ 23,136 expensed during the year ended December 31, 2022 consists of (i) $ 4,929 related to stock options and the employee stock purchase plan, (ii) $ 11,545 related to stock grants made under the Company’s performance-based stock incentive program in 2022, (iii) $ 5,897 related to LTIP Units issued to the Company's executive officers, (iv) $ 161 related to non-performance restricted stock awards and (v) $ 604 related to restricted stock awards to directors. See Note 15 for information on the assumptions used to calculate the fair value of stock-based compensation. (n) Cash and Cash Equivalents The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. (o) Credit Losses The Company estimates credit losses on financial instruments based on amounts expected to be collected. The allowance for doubtful accounts is estimated based on historical collections, accounts receivable aging, economic indicators, and expected future trends. 56 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) (p) Foreign Currency Translation Local currencies generally are considered the functional currencies outside the United States. Assets and liabilities for operations in local-currency environments are translated at year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Foreign currency translation adjustments are recorded as a component of other comprehensive income (loss) in the Consolidated Statements of Income and Comprehensive Income and as a component of accumulated comprehensive income in the Consolidated Statements of Stockholders’ Equity. (q) Asset Retirement Obligations The Company is required to record the fair value of obligations associated with the retirement of tangible long-lived assets in the period in which it is incurred. The liability is capitalized as part of the related long-lived asset’s carrying amount. Adjustments are made to the asset retirement obligation liability to reflect changes in the estimates of the retirement period and amount of expected cash flows, with an offsetting adjustment made to the related long-lived tangible asset. The significant assumptions used in estimating the Company's asset retirement obligations include the retirement period, cost of asset dismantlement, credit-adjusted risk-free interest rates, inflation and market risk. Over time, accretion of the liability is recognized as an operating expense and the capitalized cost is depreciated over the expected useful life of the related asset. The Company’s asset retirement obligations relate primarily to the dismantlement, removal, site reclamation and similar activities of its leased properties. (r) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (s) Comprehensive Income Total comprehensive income is presented in the Consolidated Statements of Income and Comprehensive Income and the components of accumulated comprehensive income are presented in the Consolidated Statements of Stockholders’ Equity. Comprehensive income is composed of foreign currency translation effects. (t) Fair Value Measurements The Company determines the fair value of its financial instruments using the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. (u) Investments On July 12, 2021, Lamar invested $ 30,000 to acquire a 20 % minority interest in Vistar Media, a leading global provider of programmatic technology for the digital out-of-home sector. This investment is accounted for as an equity method investment and is included in other assets on the Consolidated Balance Sheets. For the years ended December 31, 2022 and 2021, related to this investment, the Company recorded $ 4,284 and $ 3,384 , respectively, in equity in earnings of investee on the Consolidated Statements of Income and Comprehensive Income. (v) Subsequent Events The Company has performed an evaluation of subsequent events through the date on which the financial statements are issued. (2) Revenue Revenue Recognition 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 57 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) 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 Consolidated Statements of Income and Comprehensive Income. During the years ended December 31, 2022 and 2021, we capitalized $ 25,078 and $ 25,642 , respectively, of costs to fulfill contracts, which is included in other current assets on the Consolidated Balance Sheets, net of expensed costs of $ 24,546 and $ 25,197 , respectively. Other revenues: Our other component of revenue primarily consists of production services which includes creating and printing the advertising copy. Revenue for production contracts are 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 expense (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 years ended December 31, 2022, 2021 and 2020. 2022 2021 2020 Billboard Advertising $ 1,813,995 $ 1,613,554 $ 1,403,239 Logo Advertising 80,145 78,180 82,944 Transit Advertising 138,000 95,667 82,673 Net Revenues $ 2,032,140 $ 1,787,401 $ 1,568,856 (3) Acquisitions Year Ended December 31, 2022 During the year ended December 31, 2022, the Company completed several acquisitions of outdoor advertising assets for a total purchase price of $ 479,766 , net of cash acquired of $ 6,904 . Included within this total purchase price were the acquisitions of Burkhart Advertising Inc. for an aggregate purchase price of $ 130,000 as well as Fairway Outdoor and Standard Outdoor for an aggregate purchase price of $ 92,650 . Each of these acquisitions was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition purchase price has been allocated to assets acquired and liabilities assumed based on fair market value estimates at the dates of acquisition. As of December 31, 2022, our fair value allocation of the assets acquired and liabilities assumed from Fairway Outdoor and Standard Outdoor in the business combination completed December 9, 2022 is considered preliminary and is subject to revision, which may result in adjustments to this allocation. The aggregate purchase price of this business combination was $ 92,650 . We expect to finalize these amounts as soon as possible but not later than the end of 2023. In order to develop our preliminary fair values, the Company utilized asset information received from the acquired company and fair 58 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) value allocation benchmarks from similar completed transactions. Our preliminary allocation of these assets includes property, plant and equipment, intangibles and goodwill of $ 34,066 , $ 28,130 and $ 30,458 , respectively. The following is a summary of the allocation of the purchase price in the above transactions, which includes the preliminary values for a business combination completed on December 9, 2022. Total Property, plant and equipment $ 87,312 Goodwill 99,003 Site locations 246,288 Non-competition agreements 2,328 Customer lists and contracts 43,339 Asset acquisition costs 903 Current assets 2,177 Current liabilities ( 12,677 ) Operating lease right of use assets 79,960 Operating lease liabilities ( 68,867 ) $ 479,766 Total acquired intangible assets for the year ended December 31, 2022 were $ 391,861 , of which $ 99,003 was assigned to goodwill. Goodwill is not amortized for financial statement purposes and $ 456 of goodwill related to 2022 acquisitions is expected to be deductible for tax purposes. The acquired intangible assets have a weighted average useful life of approximately 14 years. The intangible assets include customer lists and contracts of $ 43,339 ( 7 year weighted average useful life) and site locations of $ 246,288 ( 15 year weighted average useful life). The aggregate amortization expense related to the 2022 acquisitions for the year ended December 31, 2022 was $ 14,605 . As of December 31, 2022, we finalized our fair value allocation of the assets acquired and liabilities assumed from a business combination completed on December 3, 2021. The changes to our updated fair value allocation of this business combination were considered immaterial and recorded during the year ended December 31, 2022. The following unaudited pro forma financial information for the Company gives effect to the 2022 and 2021 acquisitions as if they had occurred on January 1, 2021. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on such date or to project the Company’s results of operations for any future period. 2022 2021 (unaudited) Net revenues $ 2,063,800 $ 1,879,002 Net income applicable to common stock $ 429,726 $ 373,476 Net income per common share — basic $ 4.23 $ 3.69 Net income per common share — diluted $ 4.23 $ 3.69 Year Ended December 31, 2021 During the year ended December 31, 2021, the Company completed several acquisitions of outdoor and transit advertising assets for a total cash purchase price of $ 312,257 , net of cash acquired of $ 1,419 . Each of these acquisitions was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition purchase price has been allocated to assets acquired and liabilities assumed based on fair market value estimates at the dates of acquisition. 59 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) As of December 31, 2021, our fair value allocation of the assets acquired and liabilities assumed in a business combination completed December 3, 2021 was considered preliminary and subject to revision, which could result in adjustments to this allocation. The aggregate purchase price of this business combination was $ 75,000 . In order to develop our preliminary fair values, the Company utilized asset information received from the acquired company and fair value allocation benchmarks from similar completed transactions. Our preliminary allocation of these assets includes property, plant and equipment, intangibles and goodwill of $ 6,022 , $ 53,775 and $ 9,506 , respectively. As discussed above, we finalized this fair value allocation during 2022. The following is a summary of the allocation of the purchase price in the above transactions, which includes the preliminary values for a business combination completed on December 3, 2021. Total Property, plant and equipment $ 38,289 Goodwill 24,089 Site locations 206,734 Non-competition agreements 3,120 Customer lists and contracts 31,101 Other intangibles 721 Asset acquisition costs 523 Current assets 9,310 Current liabilities ( 4,406 ) Operating lease right of use assets 32,487 Operating lease liabilities ( 30,197 ) Other assets 486 $ 312,257 Total acquired intangible assets for the year ended December 31, 2021 were $ 266,288 , of which $ 24,089 was assigned to goodwill. Goodwill is not amortized for financial statement purposes and $ 14,584 of goodwill related to 2021 acquisitions is expected to be deductible for tax purposes. The acquired intangible assets have a weighted average useful life of approximately 14 years. The intangible assets include customer lists and contracts of $ 31,101 ( 7 year weighted average useful life) and site locations of $ 206,734 ( 15 year weighted average useful life). The aggregate amortization expense related to the 2021 acquisitions for the year ended December 31, 2021 was approximately $ 4,335 . The following unaudited pro forma financial information for the Company gives effect to the 2021 and 2020 acquisitions as if they had occurred on January 1, 2020. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on such date or to project the Company's results of operations for any future period. 2021 2020 (unaudited) Net revenues $ 1,826,448 $ 1,615,855 Net income applicable to common stock $ 379,874 $ 230,035 Net income per common share — basic $ 3.76 $ 2.28 Net income per common share — diluted $ 3.75 $ 2.28 60 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) (4) Non-cash Financing and Investing Activities For the years ended December 31, 2022, 2021 and 2020, there were no significant non-cash investing activities. For the year ended December 31, 2020, the Company had non-cash financing activities related to financing lease liabilities of $ 19,891 . There were no significant non-cash financing activities during the years ended December 31, 2022 and 2021. (5) Property, Plant and Equipment Major categories of property, plant and equipment at December 31, 2022 and 2021 are as follows: Estimated Life (Years) 2022 2021 Land — $ 459,370 $ 428,849 Building and improvements 10 — 39 220,468 206,870 Advertising structures 5 — 15 3,285,636 3,010,769 Automotive and other equipment 3 — 7 143,672 135,800 $ 4,109,146 $ 3,782,288 (6) Goodwill and Other Intangible Assets The following is a summary of intangible assets at December 31, 2022 and 2021: Estimated Life (Years) 2022 2021 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizable Intangible Assets: Customer lists and contracts 7 — 10 $ 720,051 $ 614,840 $ 676,846 $ 587,056 Non-competition agreements 3 — 15 71,599 65,647 69,276 64,941 Site locations 15 2,864,854 1,781,164 2,619,531 1,680,333 Other 2 — 15 52,164 40,392 51,261 39,407 $ 3,708,668 $ 2,502,043 $ 3,416,914 $ 2,371,737 Unamortizable Intangible Assets: Goodwill $ 2,288,805 $ 253,536 $ 2,189,962 $ 253,536 The changes in the gross carrying amount of goodwill for the years ended December 31, 2022 and 2021 are as follows: Balance as of December 31, 2020 $ 2,165,864 Goodwill acquired during the year 24,089 Purchase price adjustments and other 9 Balance as of December 31, 2021 $ 2,189,962 Goodwill acquired during the year 99,003 Purchase price adjustments and other ( 160 ) Balance as of December 31, 2022 $ 2,288,805 61 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Amortization expense for the years ended December 31, 2022, 2021 and 2020 was $ 134,256 , $ 114,319 and $ 110,201 , respectively. The following is a summary of the estimated amortization expense for future years: 2023 $ 132,937 2024 129,031 2025 125,563 2026 117,573 2027 113,580 Thereafter 587,941 Total $ 1,206,625 (7) Leases The Company is party to various operating leases for production facilities, vehicles and sites upon which advertising structures are built, including our billboard land leases, leases of logo structures and leases of transit advertising space. The leases expire at various dates, have varying options to renew and cancel, and may contain escalation provisions. We expense our non-variable lease payments ratably over the lease term. Also, certain of our leases contain variable lease payments based on percentage of revenue or consumer price index or other inflation-based indices. The variable lease costs are expensed in the period incurred. Due to our election not to reassess conclusions about lease identification, as part of the adoption of ASC 842, our transit agreements were accounted for as leases on January 1, 2019. As we enter into new or renew current transit agreements, those agreements will not likely meet the criteria of a lease under ASC 842, therefore they will no longer be accounted for as a lease. Financing lease right of use assets are amortized over the life of the lease which is recorded in depreciation and amortization on the Consolidated Statements of Income and Comprehensive Income. Interest related to financing lease liabilities is recorded in interest expense on the Consolidated Statements of Income and Comprehensive Income. The key estimates for our leases include (1) the discount rate used to discount the unpaid lease payment to present value and (2) lease term. Our leases generally do not include a readily determinable implicit rate, therefore, using a portfolio approach, we determine our collateralized incremental borrowing rate to discount the lease payment based on the information available at lease commencement. Our lease terms include the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. The Company has determined we are not reasonably certain to exercise renewals or termination options, and as a result we use the lease’s initial stated term as the lease term for our lease population. During the year ended December 31, 2022, we had base operating lease costs of $ 306,825 and variable operating lease costs of $ 59,651 , for a total operating lease cost of $ 366,476 . During the year ended December 31, 2021, we had base operating lease costs of $ 290,036 and variable operating lease costs of $ 51,628 , for a total operating lease cost of $ 341,664 . During the year ended December 31, 2020, we had base operating lease costs of $ 298,135 and variable lease costs of $ 43,572 , for a total operating lease cost of $ 341,707 . Our operating lease costs are recorded in direct advertising expenses (exclusive of depreciation and amortization). Also, for the years ended December 31, 2022, 2021 and 2020, we recorded a (gain) loss of ($ 824 ), $ 241 and ($ 451 ) respectively, in gain on disposition of assets related to the amendment and termination of lease agreements. Cash payments of $ 307,581 , $ 296,460 and $ 286,575 were made reducing our operating lease liabilities for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in cash flows provided by operating activities in the 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 or lease liabilities for agreements with a term of twelve months or less. We recorded $ 7,478 , $ 6,184 and $ 4,953 in direct advertising expenses (exclusive of depreciation and amortization) for these agreements during the years ended December 31, 2022, 2021 and 2020, respectively. 62 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Our operating leases have a weighted-average remaining lease term of 12.5 years. The weighted-average discount rate of our operating leases is 4.7 %. During the years ended December 31, 2022 and 2021, we obtained $ 79,095 and $ 49,927 , respectively, of leased assets in exchange for new operating lease liabilities, which includes liabilities obtained through acquisitions. Lease terminations during the year resulted in a $ 5,090 and $ 5,697 reduction to operating lease liabilities for the years ended December 31, 2022 and 2021, respectively. The following is a summary of the maturities of our operating lease liabilities as of December 31, 2022: 2023 $ 240,637 2024 190,435 2025 162,408 2026 137,712 2027 115,284 Thereafter 837,686 Total undiscounted operating lease payments 1,684,162 Less: Imputed interest ( 442,669 ) Total operating lease liabilities $ 1,241,493 During the years ended December 31, 2022 and 2021, we obtained no new leased assets in exchange for new financing lease liabilities. Our financing leases have a weighted-average remaining lease term of 4.9 years and a weighted-average discount rate of 3.1 %. For the years ended December 31, 2022, 2021 and 2020, amortization expense of $ 2,853 , $ 2,853 and $ 222 was recorded within depreciation and amortization, respectively, and interest expense of $ 544 , $ 585 and $ 47 , was recorded within interest expense, respectively, on the Consolidated Statements of Income and Comprehensive Income in relation to these financing lease liabilities. Cash payments of $ 1,331 were made reducing our financing lease liabilities for the years ended December 31, 2022 and 2021 and are included in cash flows used in financing activities in the Consolidated Statements of Cash Flows. We had no cash payments related to financing lease liabilities for the year ended December 31, 2020. 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 years ended December 31, 2022, 2021 and 2020, non-lease variable transit payments were $ 78,877 , $ 47,054 and $ 25,670 , respectively. These transit expenses are recorded in direct advertising expenses (exclusive of depreciation and amortization) on the Consolidated Statements of Income and Comprehensive Income. (8) Accrued Expenses The following is a summary of accrued expenses at December 31, 2022 and 2021: 2022 2021 Payroll $ 24,601 $ 36,531 Interest 23,360 22,009 Insurance benefits 10,008 11,205 Accrued variable lease and contract expense 28,117 21,487 Stock-based compensation 12,216 30,450 Other 19,291 13,356 $ 117,593 $ 135,038 63 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) (9) Long-term Debt Long-term debt consists of the following at December 31, 2022 and 2021: December 31, 2022 Debt Deferred financing costs Debt, net of deferred financing costs Senior Credit Facility $ 993,970 $ 8,171 $ 985,799 Accounts Receivable Securitization Program 250,000 593 249,407 3 3/4% Senior Notes 600,000 6,000 594,000 3 5/8% Senior Notes 550,000 6,982 543,018 4% Senior Notes 549,437 6,459 542,978 4 7/8% Senior Notes 400,000 4,410 395,590 Other notes with various rates and terms 2,013 — 2,013 3,345,420 32,615 3,312,805 Less current maturities ( 250,378 ) ( 593 ) ( 249,785 ) Long-term debt, excluding current maturities $ 3,095,042 $ 32,022 $ 3,063,020 December 31, 2021 Debt Deferred financing costs Debt, net of deferred financing costs Senior Credit Facility $ 773,717 $ 9,306 $ 764,411 Accounts Receivable Securitization Program 175,000 585 174,415 3 3/4% Senior Notes 600,000 7,036 592,964 3 5/8% Senior Notes 550,000 7,711 542,289 4% Senior Notes 549,359 7,208 542,151 4 7/8% Senior Notes 400,000 5,013 394,987 Other notes with various rates and terms 2,378 — 2,378 3,050,454 36,859 3,013,595 Less current maturities ( 175,363 ) ( 585 ) ( 174,778 ) Long-term debt, excluding current maturities $ 2,875,091 $ 36,274 $ 2,838,817 Long-term debt contractual maturities are as follows: Debt Deferred financing costs Debt, net of deferred financing costs 2023 $ 378 $ — $ 378 2024 $ 400 $ — $ 400 2025 $ 645,420 $ 3,995 $ 641,425 2026 $ 442 $ — $ 442 2027 $ 599,316 $ 4,769 $ 594,547 Thereafter $ 2,099,464 $ 23,851 $ 2,075,613 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 64 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) 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 February 6, 2025 (the “revolving credit facility”), (ii) a $ 600,000 Term B loan facility (the “Term B loans”) which will mature on February 6, 2027, and (iii) 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. As a result of refinancing our credit facility the Company incurred a loss on debt extinguishment of $ 5,608 for the year ended December 31, 2020. 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 Adjusted LIBO Rate (“Eurodollar term loans”) or the Adjusted Base Rate (“Base Rate term loans”), at Lamar Media’s option. Eurodollar term loans bear interest at a rate per annum equal to the Adjusted LIBO Rate plus 1.50 %. Base Rate term loans 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 the Adjusted LIBO Rate (“Eurodollar revolving loans”) or the Adjusted Base Rate (“Base Rate revolving loans”), at Lamar Media’s option. Eurodollar revolving loans bear interest at a rate per annum equal to the Adjusted LIBO Rate plus 1.50 % (or the Adjusted LIBO 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 (the "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 establishes a new $ 350,000 Senior Secured Term Loan A loan (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 the Term Secured Overnight Financing Rate ("Term SOFR") plus 1.25 % and a credit spread adjustment of 0.10 %. 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. As of December 31, 2022, there were $ 45,000 in outstanding borrowings 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 $ 10,989 in letters of credit outstanding as of December 31, 2022 resulting in $ 694,011 of availability under the revolving credit facility. Revolving credit loans may be requested under the revolving credit facility at any time prior to its maturity on February 6, 2025. 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 65 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) • 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 the 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 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 December 31, 2022, 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 December 31, 2022. The commitment fees based on the amount of unused commitments under the Accounts Receivable Securitization Program were immaterial during the year ended December 31, 2022. 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 Consolidated Balance Sheets, (ii) our 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 Consolidated Statements of Cash Flows. 66 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) 5% Senior Subordinated Notes On October 30, 2012, Lamar Media completed an institutional private placement of $ 535,000 aggregate principal amount of 5 % Senior Subordinated Notes due 2023 (the “ 5 % Notes”). The institutional private placement resulted in net proceeds to Lamar Media of approximately $ 527,100 . On August 31, 2020, Lamar Media redeemed $ 267,500 in aggregate principal amount of the outstanding 5 % Notes at a redemption price of 100.833 %, plus accrued and unpaid interest up to but not including the redemption date. On September 16, 2020 Lamar Media redeemed the remaining aggregate principal amount of $ 267,500 of the outstanding 5 % Notes at a redemption price of 100.833 %, plus accrued and unpaid interest up to but not including the redemption date. These redemptions were funded using cash on hand, borrowings under the revolving credit facility and the Accounts Receivable Securitization Program and proceeds from the additional 4 % Senior Notes issued on August 19, 2020. These redemptions combined resulted in a loss on debt extinguishment of $ 7,051 , of which $ 4,456 was cash, for the year ended December 31, 2020. 5 3/8% Senior Notes On January 10, 2014, Lamar Media completed an institutional private placement of $ 510,000 aggregate principal amount of 5 3/8% Senior Notes due 2024 (the “5 3/8% Notes”). The institutional private placement resulted in net proceeds to Lamar Media of approximately $ 502,300 . Lamar Media used the proceeds from the 4 % Senior Notes (defined below) and 3 3/4% Senior Notes (defined below) to redeem in full all of the 5 3/8% Notes on February 20, 2020 at a redemption price of 101.792 % of the aggregate principal amounts of the outstanding 5 3/8% Notes, plus accrued and unpaid interest up to but not including the redemption date. In conjunction with the redemption, the Company recorded a loss on debt extinguishment of $ 12,576 , of which $ 9,139 was cash, for the year ended December 31, 2020. 5 3/4% Senior Notes On January 28, 2016, Lamar Media completed an institutional private placement of $ 400,000 aggregate principal amount of 5 3/4% Senior Notes due 2026 (the “Original 5 3/4 % Notes”). The institutional private placement resulted in net proceeds to Lamar Media of approximately $ 394,500 . On February 1, 2019, Lamar Media completed an institutional private placement of an additional $ 250,000 aggregate principal amount under its 5 3/4% Notes (the “Additional 5 3/4% Notes”, and together with the Original 5 3/4% Notes, the "5 3/4% Notes"). Other than with respect to the date of issuance, issue price and CUSIP number, the Additional 5 3/4% Notes have the same terms as the Original 5 3/4% Notes. The net proceeds after underwriting fees and expenses, was approximately $ 251,500 . On February 3, 2021, Lamar Media redeemed in full all $ 650,000 aggregate principal amount 5 3/4% Notes. The 5 3/4% Notes redemption was completed using the proceeds received from the 3 5/8% Notes offering completed on January 22, 2021 (as described below), together with cash on hand and borrowings under the revolving credit facility and Accounts Receivable Securitization Program. The 5 3/4% Notes were redeemed at a redemption price equal to 102.875 % of the aggregate principal amount of the outstanding notes, plus accrued and unpaid interest to (but not including) the redemption date. During the year ended December 31, 2021, the Company recorded a loss on debt extinguishment of approximately $ 21,604 related to the note redemption, of which $ 18,700 was in cash. 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 . 67 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Lamar Media may redeem up to 40 % of the aggregate principal amount of the 4 % Notes, at any time and from time to time, at a price equal to 104 % of the aggregate principal amount redeemed, plus accrued and unpaid interest thereon, with the net cash proceeds of certain public equity offerings completed before February 15, 2023, provided that following the redemption, at least 60 % of the 4 % Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. 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 . Lamar Media may redeem up to 40 % of the aggregate principal amount of 3 3/4% Notes, at any time and from time to time, at a price equal to 103.75 % of the aggregate principal amount redeemed, plus accrued and unpaid interest thereon, with the net cash proceeds of certain public equity offerings completed before February 15, 2023, provided that following the redemption, at least 60 % of the 3 3/4% Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. At any time prior to February 15, 2023, Lamar Media may redeem some or all of the 3 3/4% 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, 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 . Lamar Media may redeem up to 40 % of the aggregate principal amount of the 4 7/8% Notes, at any time and from time to time, at a price equal to 104.875 % of the aggregate principal amount redeemed, plus accrued and unpaid interest thereon, with the net cash proceeds of certain public equity offerings completed before May 15, 2023, provided that following the redemption, at least 60 % of the 4 7/8% Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. At any time prior to January 15, 2024, Lamar Media may redeem some or all of the 4 7/8% 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, 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 . Lamar Media may redeem up to 40 % of the aggregate principal amount of the 3 5/8% Notes, at any time and from time to time, at a price equal to 103.625 % of the aggregate principal amount so redeemed, plus accrued and unpaid interest thereon, with the net cash proceeds of certain public equity offerings completed before January 15, 2024 provided that 68 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) following the redemption, at least 60 % of the 3 5/8% Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. 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 outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its Fourth Amended and Restated Credit Agreement. On September 20, 2021, the Board of Directors authorized the extension of the repurchase program through March 31, 2023. There were no repurchases under the program as of December 31, 2022. (10) Asset Retirement Obligation The Company’s asset retirement obligation includes 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, 2020 $ 222,876 Additions to asset retirement obligations 3,662 Revision in estimates 41,644 Accretion expense 4,476 Liabilities settled ( 3,291 ) Balance at December 31, 2021 $ 269,367 Additions to asset retirement obligations 9,676 Revision in estimates 110,321 Accretion expense 4,894 Liabilities settled ( 3,816 ) Balance at December 31, 2022 $ 390,442 Revision in estimates in December 31, 2022 and 2021 of $ 110,321 and $ 41,644 , respectively, reflects changes in cost estimates to remove structures and resurface land for structures that reside on leased land in the Company's outdoor advertising portfolio. (11) Depreciation and Amortization The Company includes all categories of depreciation and amortization on a separate line in its Consolidated Statements of Income and Comprehensive Income. The amounts of depreciation and amortization expense excluded from the following operating expenses in its Consolidated Statements of Income and Comprehensive Income are as follows: Year Ended December 31, 2022 2021 2020 Direct advertising expenses $ 330,357 $ 253,850 $ 236,054 General and administrative expenses 5,242 4,691 4,996 Corporate expenses 13,850 12,753 10,246 $ 349,449 $ 271,294 $ 251,296 69 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) The increase in the amount of depreciation and amortization expense excluded from direct advertising expense for the years ended December 31, 2022 and 2021 as compared to the year ended December 31, 2020 is due to the revision in the cost estimate included in the calculation of asset retirement obligations during each period. (12) Income Taxes Commencing January 1, 2014, the Company began operating as a REIT for U.S. income tax purposes. Since operating as a REIT, the Company filed, and intends to continue to file, as a REIT, and its TRSs filed, and intend to continue to file, as C corporations. The Company also files tax returns in various states and countries. The Company’s state tax returns reflect different combinations of the Company’s subsidiaries and are dependent on the connection each subsidiary has with a particular state. The following information pertains to the Company’s income taxes on a consolidated basis. Income tax expense (benefit) consists of the following: Current Deferred Total Year ended December 31, 2022 U.S. federal $ 5,663 $ 2,073 $ 7,736 State and local 3,376 ( 136 ) 3,240 Foreign 5,201 1,275 6,476 $ 14,240 $ 3,212 $ 17,452 Year ended December 31, 2021 U.S. federal $ 4,723 $ 620 $ 5,343 State and local 3,958 254 4,212 Foreign ( 999 ) 700 ( 299 ) $ 7,682 $ 1,574 $ 9,256 Year ended December 31, 2020 U.S. federal $ 2,997 $ ( 45 ) $ 2,952 State and local 1,940 311 2,251 Foreign 520 ( 1,063 ) ( 543 ) $ 5,457 $ ( 797 ) $ 4,660 As of December 31, 2022 and 2021, the Company had income taxes payable of $ 4,104 and $ 5,915 , respectively, which was recorded within accrued expenses on the Consolidated Balance Sheets. The U.S. and foreign components of earnings before income taxes are as follows: 2022 2021 2020 U.S. $ 446,395 $ 395,800 $ 249,714 Foreign 9,704 1,546 ( 1,668 ) Total $ 456,099 $ 397,346 $ 248,046 70 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) A reconciliation of significant differences between the reported amount of income tax expense and the expected amount of income tax expense that would result from applying the U.S. federal statutory income tax rate of 21 percent to income before taxes for the 2022, 2021 and 2020 tax years is as follows: 2022 2021 2020 Income tax expense at U.S. federal statutory rate $ 95,781 $ 83,443 $ 52,090 Tax adjustment related to REIT (a) ( 86,793 ) ( 83,153 ) ( 50,395 ) State and local income taxes, net of federal income tax benefit 2,850 2,917 1,222 Book expenses not deductible for tax purposes 3,042 1,893 3,156 Stock-based compensation ( 3,336 ) 3,555 ( 2,033 ) Valuation allowance (b) ( 14,984 ) ( 1,564 ) ( 1,031 ) Rate change (c) — — ( 182 ) Undistributed earnings of foreign subsidiaries (d) ( 84 ) 292 ( 78 ) Other differences, net (e) 20,976 1,873 1,911 Income tax expense $ 17,452 $ 9,256 $ 4,660 (a) Includes dividend paid deduction of $ 106,129 , $ 85,087 and $ 52,985 for the tax years ended December 31, 2022, 2021 and 2020, respectively. (b) For the years ended December 31, 2022, 2021 and 2020, a non-cash valuation allowance of ($ 14,984 ), ($ 1,564 ) and ($ 1,031 ), respectively, was recorded to income tax expense due to our limited ability to utilize Puerto Rico deferred tax assets in future years. (c) Under Act 257, the Puerto Rico corporate income tax rate was lowered from 39% to 37.5%. As a result, a non-cash benefit of $ 182 to income tax expense was recorded for the reduction of the Puerto Rico net deferred tax liability for the year ended December 31, 2020. (d) Management does not assert that the undistributed earnings of our Canadian subsidiaries will be permanently reinvested. For the years ended December 31, 2022, 2021 and 2020, we recognized a deferred tax (benefit) expense of ($ 84 ), $ 292 and ($ 78 ), respectively, for future foreign withholding taxes related to undistributed earnings. (e) Under Section 1031.01(b)(10) of the 2011 Puerto Rico Code, net operating losses and the tax basis of any other assets shall be reduced for forgiveness of debt to the extent by which the taxpayer is insolvent. As a result, a non-cash expense of $ 15,201 was recorded to income tax expense for the reduction of Puerto Rico deferred tax assets for the year ended December 31, 2022. The Puerto Rico income tax withholding rate applicable on the accrued interest of the debt is 29%. As a result, a cash expense of $ 5,068 was recorded to income tax expense. 71 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below: 2022 2021 Deferred tax assets: Allowance for doubtful accounts $ 423 $ 493 Accrued liabilities not deducted for tax purposes — 3,071 Net operating loss carry forwards 5,068 16,488 Tax credit carry forwards 1,364 692 Charitable contributions carry forward 1 3 Investment in partnerships — 228 Gross deferred tax assets 6,856 20,975 Less: valuation allowance ( 4,435 ) ( 19,433 ) Net deferred tax assets 2,421 1,542 Deferred tax liabilities: Intangibles ( 5,016 ) ( 5,209 ) Accrued liabilities not deducted for tax purposes ( 2,222 ) — Investment in partnerships ( 1,758 ) — Property, plant and equipment ( 2,234 ) ( 1,765 ) Undistributed earnings of foreign subsidiaries ( 842 ) ( 984 ) Gross deferred tax liabilities ( 12,072 ) ( 7,958 ) Net deferred tax liabilities $ ( 9,651 ) $ ( 6,416 ) As of December 31, 2022, we have approximately $ 103,854 of U.S. net operating loss carry forwards to offset future taxable income. Of this amount, $ 20,950 is subject to Internal Revenue Code §382 limitation but will be available to be fully utilized by no later than 2027. These carry forwards expire between 2030 through 2037. In addition, we have $ 1,205 of various credits available to offset future U.S. federal income tax. As of December 31, 2022, we have approximately $ 1,140,720 of state net operating loss carry forwards before valuation allowances. These state net operating losses are available to reduce future taxable income and expire at various times and amounts. In addition, we have $ 82 of various credits available to offset future state income tax. The valuation allowance related to state net operating loss carry forwards as of December 31, 2022 and 2021 was $ 0 and $ 334 , respectively. The net changes in the total state valuation allowance for the years ended December 31, 2022 and 2021 was a (decrease) increase of ($ 334 ) and $ 13 , respectively. As of December 31, 2022, we had approximately $ 4,413 of Canadian net operating loss carry forwards before valuation allowances. These Canadian net operating losses are available to offset future taxable income. These carry forwards expire between 2040 and 2041. As of December 31, 2022, we had approximately $ 8,651 of Puerto Rico net operating loss carry forwards before valuation allowances. These Puerto Rico net operating losses are available to offset future taxable income. These carry forwards expire in 2032. In addition, we have $ 850 of alternative minimum tax credits available to offset future Puerto Rico income tax. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those jurisdictions during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment. In order to fully realize the deferred tax assets, the Company will need to generate future taxable income before the expiration of the carry forwards governed by the tax code. Based on the current level of pretax earnings, the Company will not generate the minimum 72 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) amount of future taxable income to support the realization of the deferred tax assets. As a result, management has determined that a valuation allowance related to Puerto Rico net operating loss carry forwards and other deferred tax assets is necessary. The valuation allowance for these deferred tax assets as of December 31, 2022 and 2021 was $ 4,435 and $ 19,099 , respectively. The net change in the total valuation allowance for the years ended December 31, 2022 and 2021 was a decrease of $ 14,664 and $ 1,577 , respectively. The amount of the deferred tax asset considered realizable, however, could be adjusted in the near term if estimates of future taxable income during the carry forward period increase. As of December 31, 2022, the Company has accumulated undistributed earnings generated by our foreign subsidiaries of approximately $ 16,835 . Management does not designate these earnings as permanently reinvested and has recognized a deferred tax liability of approximately $ 842 related to foreign withholding taxes on these earnings. We have recognized a current year tax benefit of $ 84 related to 2022 earnings. Under ASC 740, Income Taxes , we provide for uncertain tax positions, and the related interest, and adjust recognized tax benefits and accrued interest accordingly. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Balance as of December 31, 2020 $ 4,966 Additions for tax positions related to current year 1,166 Additions for tax positions related to prior years 381 Reductions for tax positions related to prior years ( 1,388 ) Balance as of December 31, 2021 $ 5,125 Additions for tax positions related to current year 718 Additions for tax positions related to prior years 1,142 Lapse of statute of limitations ( 1,441 ) Balance as of December 31, 2022 $ 5,544 Included in the balance of unrecognized benefits at December 31, 2022 is $ 5,544 of tax benefits that, if recognized in future periods, would impact our effective tax rate. During the years ended December 31, 2022 and 2021, we recognized interest and penalties of $ 212 and ($ 42 ), respectively, as a component of income tax expense in connection with our liabilities related to uncertain tax positions. Within the next twelve months, we expect to decrease our unrecognized tax benefits by approximately $ 1,732 as a result of the expiration of statute of limitations. We are subject to income taxes in the U.S. and nearly all states. In addition, the Company is subject to income taxes in Canada and the Commonwealth of Puerto Rico. We are no longer subject to U.S federal income tax examinations by tax authorities for years prior to 2018, or for any U.S. state income tax audit prior to 2015. With respect to Canada and Puerto Rico, we are no longer subject to income tax audits for years before 2018 and 2017, respectively. (13) Related Party Transactions Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar Advertising Company or its subsidiaries through common ownership and directorate control. RTC Holdings, LLC (“RTC”), a telecommunications company, is 100 % owned by entities owned by members of the Reilly family. Entities owned by Sean E. Reilly, President and Chief Executive Officer of the Company; Kevin P. Reilly, Jr., Executive Chairman of the Board of Directors; and members of their respective immediate families hold a majority stake in RTC of approximately 89 %. The Reilly Family, LLC, which is owned by Sean E. Reilly, Kevin P. Reilly, Jr., members of our Board of Directors Anna Reilly and Wendell Reilly, and entities owned by each of them and members of their respective immediate families, holds the remaining minority stake in RTC of approximately 11 %. On May 31, 2019, RTC acquired EATELCORP, LLC (“EATEL”) and its subsidiaries. EATEL provides phone and internet services to consumers and businesses in Louisiana. EATEL also provides data back-up and recovery services to businesses. During the years ended December 31, 73 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) 2022 and 2021, the Company was a customer of EATEL for data back-up and recovery services. The aggregate amount paid by the Company to EATEL for such services was $ 228 and $ 315 for the years ended December 31, 2022 and 2021, respectively. The Company was also contracted by EATEL to provide advertising services in the aggregate amount of $ 154 and $ 139 for the years ended December 31, 2022 and 2021, respectively. The Company had $ 158 and $ 1,066 receivables from employees or executive officers at December 31, 2022 and 2021, respectively. On July 12, 2021, Lamar invested $ 30,000 to acquire a 20 % minority interest in Vistar Media, a leading global developer of programmatic technology for the digital out-of-home sector. For the years ended December 31, 2022 and 2021, the Company recognized revenue of $ 13,074 and $ 10,586 , respectively, from advertisements generated through Vistar's programmatic technology platform. We also incurred expenses of $ 1,167 and $ 880 related to these advertisements for the years ended December 31, 2022 and 2021, respectively. (14) Stockholders’ Equity On July 16, 1999, the Board of Directors designated 5,720 shares of the 1,000,000 shares of previously undesignated preferred stock, par value $ .001 , as Series AA preferred stock, which shares were subsequently exchanged on a one for one basis in the REIT conversion. The Series AA preferred stock ranks senior to the Class A common stock and Class B common stock with respect to dividends and upon liquidation. Holders of Series AA preferred stock are entitled to receive, on a pari passu basis, dividends at the rate of $ 15.95 per share per quarter when, as and if declared by the Board of Directors. The Series AA preferred stock is entitled to receive, on a pari passu basis, $ 638 plus a further amount equal to any dividend accrued and unpaid to the date of distribution before any payments are made or assets distributed to the Class A common stock or Class B stock upon voluntary or involuntary liquidation, dissolution or winding up of the Company. The liquidation value of the outstanding Series AA preferred stock at December 31, 2022 was $ 3,649 . The Series AA preferred stock is entitled to one vote per share. All of the outstanding shares of common stock are fully paid and nonassessable. In the event of the liquidation or dissolution of the Company, following any required distribution to the holders of outstanding shares of preferred stock, the holders of common stock are entitled to share pro rata in any balance of the corporate assets available for distribution to them. The Company may pay dividends if, when and as declared by the Board of Directors from funds legally available therefore, subject to the restrictions set forth in the Company’s existing indentures and the senior credit facility. Subject to the preferential rights of the holders of any class of preferred stock, holders of shares of common stock are entitled to receive such dividends as may be declared by the Company’s Board of Directors out of funds legally available for such purpose. No dividend may be declared or paid in cash or property on any share of either class of common stock unless simultaneously the same dividend is declared or paid on each share of the other class of common stock, provided that, in the event of stock dividends, holders of a specific class of common stock shall be entitled to receive only additional shares of such class. The rights of the Class A and Class B common stock are equal in all respects, except holders of Class B common stock have ten votes per share on all matters in which the holders of common stock are entitled to vote and holders of Class A common stock have one vote per share on such matters. The Class B common stock will convert automatically into Class A common stock upon the sale or transfer to persons other than permitted transferees (as defined in the Company’s certificate of incorporation, as amended). On May 1, 2018, the Company entered into an equity distribution agreement (the “Sales Agreement”) with J.P. Morgan Securities LLC, Wells Fargo Securities LLC, and SunTrust Robinson Humphrey, Inc. as its sales agents. Under the terms of the Sales Agreement, the Company could have, from time to time, issued and sold shares of its Class A common stock, having an aggregate offering price of up to $ 400,000 , through the sales agents party thereto as either agents or principals. The Sales Agreement expired by its terms on May 1, 2021 and as of that date, 842,412 shares of our Class A common stock were sold under the Sales Agreement. On June 21, 2021, the Company entered into a new 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 74 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) 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 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 December 31, 2022, 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 December 31, 2022. On August 6, 2018, the Company filed an automatically effective shelf registration statement that registered the offer and sale of an indeterminate amount of additional shares of our Class A common stock, which expired in August 2021. There were no shares issued under this shelf registration during the year ended December 31, 2021. On June 21, 2021, the Company filed a new automatically effective shelf registration statement that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its Class A common stock on similar terms as the prior registration statement. As of December 31, 2022, the Company did not issue any shares under this shelf registration. 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 September 20, 2021, the Board of Directors authorized the extension of the repurchase program through March 31, 2023. There were no repurchases under the program as of December 31, 2022. (15) Stock Compensation Plans Equity Incentive Plan. Lamar’s 1996 Equity Incentive Plan, as amended, (the “1996 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 1996 Plan expire ten years from the grant date with vesting terms ranging from three to five years which primarily includes 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. In February 2013, the 1996 Plan was amended to eliminate the provision that limited the amount of Class A common stock, including shares retained from an award, that could be withheld to satisfy tax withholding obligations to the minimum tax obligations required by law (except with respect to option awards). In accordance with ASC 718, Compensation – Stock Compensation , the Company is required to classify the awards affected by the amendment as liability-classified awards at fair value each period prior to their settlement. As of December 31, 2022 and 2021, the Company recorded a liability, in accrued expenses, of $ 12,216 and $ 30,450 , respectively, related to its equity incentive awards affected by this amendment. 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 highly subjective assumptions, including expected term and expected volatility. We have reviewed our historical pattern of option exercises and have determined that meaningful differences in option exercise activity existed among vesting schedules. Therefore, for all stock options granted after January 1, 2006, we have categorized these awards into two groups of vesting 1) 5 -year cliff vest and 2) 4 -year graded vest, for valuation purposes. We have determined there were no meaningful differences in employee activity under our ESPP due to the nature of the plan. We estimate the expected term of options granted using an implied life derived from the results of a hypothetical mid-point settlement scenario, which incorporates our historical exercise, expiration and post-vesting employment termination patterns, while accommodating for partial life cycle effects. We believe these estimates will approximate future behavior. 75 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) We estimate the expected volatility of our Class A common stock at the grant date using a blend of 90 % historical volatility of our Class A common stock and 10 % implied volatility of publicly traded options with maturities greater than six months on our Class A common stock as of the option grant date. Our decision to use a blend of historical and implied volatility was based upon the volume of actively traded options on our common stock and our belief that historical volatility alone may not be completely representative of future stock price trends. Our risk-free interest rate assumption is determined using the Federal Reserve nominal rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. We assumed an expected dividend yield of 5 %. We estimate option forfeitures at the time of grant and periodically revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We record stock based compensation expense only for those awards expected to vest using an estimated forfeiture rate based on our historical forfeiture data. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used: Grant Year Dividend Yield Expected Volatility Risk Free Interest Rate Expected Lives 2022 5 % 45 % 2 % 6 2021 5 % 45 % 2 % 6 2020 5 % 45 % 2 % 6 Information regarding the 1996 Plan for the year ended December 31, 2022 is as follows: Shares Weighted Average Exercise Price Weighted Average Contractual Life Outstanding, beginning of year 518,935 $ 65.36 Granted 174,000 96.59 Exercised ( 194,035 ) 44.69 Outstanding, end of year 498,900 $ 84.29 5.66 Exercisable at end of year 247,400 $ 75.40 5.70 At December 31, 2022 there was $ 3,172 of unrecognized compensation cost related to stock options granted which is expected to be recognized over a weighted-average period of 1.85 years. Shares available for future stock option and restricted share grants to employees and directors under existing plans were 1,940,913 at December 31, 2022. The aggregate intrinsic value of options outstanding as of December 31, 2022 was $ 7,219 , and the aggregate intrinsic value of options exercisable was $ 5,316 . Total intrinsic value of options exercised was $ 10,475 for the year ended December 31, 2022. 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 for issuance under the 2019 ESPP was automatically increased by 86,853 shares on January 1, 2022 pursuant to the automatic increase provisions of the 2019 ESPP. 76 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) The following is a summary of 2019 ESPP share activity for the year ended December 31, 2022: Shares Available for future purchases, January 1, 2022 342,226 Additional shares reserved under 2019 ESPP 86,853 Purchases ( 127,108 ) Available for future purchases, December 31, 2022 301,971 Performance-based compensation. Unrestricted shares of our Class A common stock may be awarded to key officers, employees and directors under our 1996 Plan based on certain Company performance measures for fiscal year 2022. The number of shares to be issued, if any, are dependent on the level of achievement of these performance measures as determined by the Company’s Compensation Committee based on our 2022 results and are issued in the first half of 2023. The shares subject to these awards generally can range from a minimum of 0 % to a maximum of either 100 % of the target number of shares or 150 % of a target dollar amount depending on the level at which the goals are attained. Based on the Company’s performance measures achieved through December 31, 2022, the Company recorded $ 11,545 as stock-based compensation expense related to these agreements. LTIP Units. In addition to performance-based compensation, the Company may issue LTIP Units of the OP, a subsidiary of the Company, to certain officers, employees and directors under the 1996 Plan. Such LTIP Units are subject to vesting and forfeiture conditions based on performance criteria approved by the Compensation Committee, which mirrors the performance criteria applicable to the Company's performance-based compensation, as described above. 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. On July 1, 2022, the OP issued a total of 88,000 LTIP Units to the Company's executive officers. For the year ended December 31, 2022, the Company recorded $ 5,897 as stock-based compensation expense related to these LTIP Units. (16) Benefit Plans The Company sponsors a partially self-insured group health insurance program. The Company is obligated to pay all claims under the program, which are in excess of premiums, up to program limits. The Company is also self-insured with respect to its income disability benefits and against casualty losses on advertising structures. Amounts for expected losses, including a provision for losses incurred but not reported, is included in accrued expenses in the accompanying consolidated financial statements. As of December 31, 2022, the Company maintained $ 7,461 in letters of credit with a bank to meet requirements of the Company’s worker’s compensation and general liability insurance carrier. Savings and Profit Sharing Plan The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan covering eligible employees who have completed one year of service and are at least 21 years of age. The Company has the option to match 50 % of employees’ contributions up to 5 % of eligible compensation. Employees can contribute up to 100 % of compensation. Full vesting on the Company’s matched contributions occurs after three years for contributions made after January 1, 2002. Annually, at the Company’s discretion, an additional profit sharing contribution may be made on behalf of each eligible employee. The Company matched contributions of $ 6,780 , $ 5,811 and $ 5,714 for the years ended December 31, 2022, 2021 and 2020, respectively. Deferred Compensation Plan The Company sponsors a Deferred Compensation Plan for the benefit of certain of its board-elected officers who meet specific age and years of service and other criteria. Officers that have attained the age of 30 and have a minimum of 10 years of service to the Company and satisfy additional eligibility guidelines are eligible for annual contributions to the plan generally ranging from $ 3 to $ 8 , depending on the employee’s length of service. The Company’s contributions to the plan are maintained in a rabbi trust and, accordingly, the assets and liabilities of the plan are reflected in the balance sheet of the Company in other assets and other liabilities. Upon termination, death or disability, participating employees are eligible to receive an amount 77 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) equal to the fair market value of the assets in the employee’s deferred compensation account. For the years ended December 31, 2022, 2021 and 2020, the Company contributed $ 1,637 , $ 1,540 and $ 1,616 , respectively. On December 8, 2005, the Company’s Board of Directors approved an amendment to the Lamar Deferred Compensation Plan in order to (1) to comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) applicable to deferred compensation and (2) to reflect changes in the administration of the plan. The Company’s Board of Directors also approved the adoption of a grantor trust pursuant to which amounts may be set aside, but remain subject to claims of the Company’s creditors, for payments of liabilities under the new plan, including amounts contributed under the old plan. The plan was further amended in August 2007 to make certain amendments to reflect Section 409A regulations issued on April 10, 2007. An additional clarifying amendment was made to the plan in December 2013. (17) Commitment and Contingencies Off balance sheet arrangements Our off balance sheet commitments consist of guaranteed minimum payments to local transit municipalities and airport authorities for agreements which entitle us to rent advertising space to customers, in airports and on buses, benches or shelters. Also included are other contractual agreements that occur in the ordinary course of business which do not meet the criteria of a lease under ASC 842. The following is a summary of the minimum payments related to these agreements. 2023 $ 43,419 2024 $ 38,543 2025 $ 34,448 2026 $ 24,180 2027 $ 16,442 Thereafter $ 49,590 Legal matters The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. (18) 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 the senior credit facility. As of December 31, 2022 and 2021, Lamar Media was permitted under the terms of its outstanding senior subordinated and senior notes to make transfers to Lamar Advertising in the form of cash dividends, loans or advances in amounts up to $ 4,187,593 and $ 3,921,979 , respectively. As of December 31, 2022, the senior credit facility allows Lamar Media 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 December 31, 2022, transfers to Lamar Advertising are permitted under the 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 December 31, 2022, 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 $ 2,938,073 . (19) Fair Value of Financial Instruments At December 31, 2022 and 2021, 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. Investments and initial recognition of asset retirement obligations 78 Table of Contents LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) are reported at fair values. Fair values for investments held at cost are not readily available, but are estimated to approximate fair value. The estimated fair value of the Company’s long-term debt (including current maturities) was $ 3,054,174 , which is less than both the gross and carrying amount of $ 3,345,420 as of December 31, 2022. 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). (20) Information about Geographic Areas Revenues from external customers attributable to foreign countries totaled $ 29,465 , $ 24,354 and $ 22,819 for the years ended December 31, 2022, 2021 and 2020, respectively. Net carrying value of long-lived assets located in foreign countries totaled $ 11,763 and $ 11,318 as of December 31, 2022 and 2021, respectively. All other revenues from external customers and long-lived assets relate to domestic operations. (21) New Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met. In January 2021, the FASB clarified the scope of this guidance with the issuance of ASU 2021-01, Reference Rate Reform: Scope . ASU 2020-04 may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. As of December 31, 2022, the Company has modified the Accounts Receivable Securitization Program to provide for the replacement of LIBOR-based interest rates with Term SOFR based interest rates. The Term A loans established July 29, 2022 also bear interest using Term SOFR rates. This modification is not expected to have a material impact on the Company's consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which provides guidance on the recognition and measurement of contract assets and contract liabilities acquired in a business combination. At the acquisition date, the acquirer should account for the related revenue contracts as if the acquirer had originated the contracts. The guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. This guidance is effective for public entities as of December 15, 2022. We do not anticipate the adoption of this guidance will have a material impact on the Company's consolidated financial statements. (22) Subsequent Events On February 23, 2023, the Company’s Board of Directors authorized the renewal to repurchase up to $ 250 million of the Company’s Class A common stock through September 30, 2024. The Board of Directors also authorized the renewal of Lamar Media’s ability to repurchase up to $ 250 million outstanding senior notes and other indebtedness outstanding through September 30, 2024. 79 Table of Contents SCHEDULE II LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Valuation and Qualifying Accounts Years Ended December 31, 2022, 2021 and 2020 (In thousands) Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End of Period Year ended December 31, 2022 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts $ 11,195 9,013 8,790 $ 11,418 Deducted in balance sheet from deferred tax assets: Valuation allowance $ 19,433 — 14,998 $ 4,435 Year ended December 31, 2021 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts $ 14,946 4,527 8,278 $ 11,195 Deducted in balance sheet from deferred tax assets: Valuation allowance $ 20,997 — 1,564 $ 19,433 Year ended December 31, 2020 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts $ 13,185 12,729 10,968 $ 14,946 Deducted in balance sheet from deferred tax assets: Valuation allowance $ 22,902 — 1,905 $ 20,997 80 Table of Contents SCHEDULE III LAMAR ADVERTISING COMPANY AND SUBSIDIARIES Schedule of Real Estate and Accumulated Depreciation December 31, 2022, 2021 and 2020 (In thousands) Description (1) Encumbrances Initial Cost (2) Gross Carrying Amount (3) Accumulated Depreciation Construction Date Acquisition Date Useful Lives 363,044 Displays — — $ 3,745,006 $ ( 2,440,956 ) Various Various 5 to 20 years (1) No single asset exceeded 5 % of the total gross carrying amount at December 31, 2022 (2) This information is omitted, as it would be impracticable to compile such information on a site-by-site basis (3) Includes sites under construction The following table summarizes activity for the Company’s real estate assets, which consists of advertising displays and the related accumulated depreciation. December 31, 2022 December 31, 2021 December 31, 2020 Gross real estate assets: Balance at the beginning of the year $ 3,439,618 $ 3,293,778 $ 3,333,590 Capital expenditures on new advertising displays (4) 85,972 45,427 21,598 Capital expenditures on improvements/redevelopments of existing advertising displays 23,850 21,287 13,021 Capital expenditures other recurring (5) 141,030 88,697 12,631 Land acquisitions (6) 31,061 17,151 8,980 Acquisition of advertising displays (7) 64,223 17,662 4,446 Assets sold or written-off ( 39,149 ) ( 44,466 ) ( 100,906 ) Foreign exchange ( 1,599 ) 82 418 Balance at the end of the year $ 3,745,006 $ 3,439,618 $ 3,293,778 Accumulated depreciation: Balance at the beginning of the year $ 2,287,590 $ 2,192,700 $ 2,166,579 Depreciation 185,820 126,805 111,049 Assets sold or written-off ( 31,514 ) ( 31,971 ) ( 85,267 ) Foreign exchange ( 940 ) 56 339 Balance at the end of the year $ 2,440,956 $ 2,287,590 $ 2,192,700 (4) Includes non-cash amounts of $ 2,367 , $ 1,541 and $ 621 at December 31, 2022, 2021 and 2020, respectively (5) Includes non-cash amounts of $ 103,019 and $ 48,848 at December 31, 2022 and 2021, respectively, related to the revision in cost estimate included in the calculation of asset retirement obligations (6) Includes preliminary allocation of assets acquired during 2022 and 2021 (7) Includes non-cash amounts of $ 11,132 and $ 3,843 at December 31, 2022 and 2021, respectively 81 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Management’s Report on Internal Control Over Financial Reporting 83 Report of Independent Registered Public Accounting Firm — Opinion on Internal Control Over Financial Reporting ( KPMG LLP , Baton Rouge, LA , Audit Firm ID: 185 ) 84 Report of Independent Registered Public Accounting Firm — Opinion on the Consolidated Financial Statements ( KPMG LLP , Baton Rouge, LA , Audit Firm ID: 185 ) 85 Consolidated Balance Sheets as of December 31, 202 2 and 20 21 87 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 202 2 , 202 1 and 20 20 88 Consolidated Statements of Stockholder’s Equity for the years ended December 31, 202 2 , 202 1 and 20 20 89 Consolidated Statements of Cash Flows for the years ended December 31, 202 2 , 202 1 and 20 20 90 Notes to Consolidated Financial Statements 91 Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 202 2 , 202 1 and 20 20 102 Schedule III — Schedule of Real Estate and Accumulated Depreciation as of December 31, 202 2 , 202 1 and 20 20 103 82 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of Lamar Media Corp. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Lamar Media Corp.’s management assessed the effectiveness of Lamar Media Corp.’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) . Based on this assessment, Lamar Media Corp.’s management has concluded that, as of December 31, 2022, Lamar Media Corp.’s internal control over financial reporting is effective based on those criteria. The effectiveness of Lamar Media Corp.’s internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 to this Annual Report. 83 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholder and Board of Directors Lamar Media Corp.: Opinion on Internal Control Over Financial Reporting We have audited Lamar Media Corp. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, stockholder’s equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules II to III (collectively, the consolidated financial statements), and our report dated February 24, 2023 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP KPMG LLP Baton Rouge, Louisiana February 24, 2023 84 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholder and Board of Directors Lamar Media Corp.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Lamar Media Corp. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, stockholder’s equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules II to III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of the accounting lease term for the portfolio of billboard land leases As discussed in Note 1 to the consolidated financial statements, which refers to Note 7 to the consolidated financial statements of Lamar Advertising Company, a lessee determines the lease term at the commencement date by identifying the non-cancellable period of the lease and then adding any periods for which it is reasonably certain to exercise a renewal option (or not to exercise a termination option). The Company has approximately 72,500 billboard land leases for which they determined the lease term using a portfolio approach, in accordance with which the negotiated stated initial lease term for each billboard land lease was concluded to be the lease term under Accounting Standards Codification Topic 842, Leases (ASC 842). We identified the assessment of the lease term for the portfolio of billboard land leases, which affects the discount rate for the lease as well as the measurement of the lease liability and right of use asset, as a critical audit matter. In the Company’s billboard land leases, the Company typically has both unilateral renewal and termination options. Determining the lease term involved a high degree of subjectivity as to whether the lease term should or should not include renewal periods (including periods after an optional termination date), the evaluation of which required subjective auditor judgment. 85 Table of Contents The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s billboard land lease process, including controls over the qualifications and experience of individuals negotiating the stated initial lease term, reconciliation of inputs into the system, approval of billboard land lease contracts, and annual evaluation of the renewals and terminations exercised by the Company during the year. We evaluated the competence, capabilities, and objectivity of the Company’s real estate team that negotiates the lease terms and conditions, and whether the team considers economic factors that are consistent with those enumerated in ASC 842 when negotiating the stated initial lease term and associated renewal and termination options. We inspected the Company’s assessment and conclusion about using the portfolio approach for its billboard land leases. We tested a sample of the Company’s billboard land lease population and obtained underlying documentation to evaluate whether the leases entered into are similar in terms of the lease agreement creation process, purpose for the lease (i.e. to host a Company billboard), and lease term considerations. We assessed the impact of billboard land leases with early terminations and renewals beyond the stated initial term to evaluate the Company’s assertion that use of the stated initial lease term as the lease term for its billboard land leases on a portfolio basis was appropriate. /s/ KPMG LLP KPMG LLP We have served as the Company’s auditor since 1992. Baton Rouge, Louisiana February 24, 2023 86 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2022 and 2021 (In thousands, except share and per share data) 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 52,119 $ 99,288 Receivables, net of allowance for doubtful accounts of $ 11,418 and $ 11,195 as of 2022 and 2021, respectively 285,039 269,917 Other current assets 26,894 18,902 Total current assets 364,052 388,107 Property, plant and equipment 4,109,146 3,782,288 Less accumulated depreciation and amortization ( 2,609,447 ) ( 2,445,014 ) Net property, plant and equipment 1,499,699 1,337,274 Operating lease right of use assets 1,271,631 1,224,672 Financing lease right of use assets 14,037 16,890 Goodwill (note 3) 2,025,117 1,926,274 Intangible assets, net (note 3) 1,206,158 1,044,709 Other assets 77,778 93,105 Total assets $ 6,458,472 $ 6,031,031 LIABILITIES AND STOCKHOLDER’S EQUITY Current liabilities: Trade accounts payable $ 19,643 $ 16,429 Current maturities of long-term debt, net of deferred financing costs of $ 593 and $ 585 in 2022 and 2021, respectively (note 5) 249,785 174,778 Current operating lease liabilities 205,838 198,286 Current financing lease liabilities 1,331 1,331 Accrued expenses (note 4) 108,724 127,318 Deferred income 131,847 137,103 Total current liabilities 717,168 655,245 Long-term debt, net of deferred financing costs of $ 32,022 and $ 36,274 in 2022 and 2021, respectively (note 5) 3,063,020 2,838,817 Operating lease liabilities 1,035,655 995,356 Financing lease liabilities 15,945 17,277 Deferred income tax liabilities 9,651 6,416 Asset retirement obligation 390,442 269,367 Other liabilities 39,090 40,207 Total liabilities 5,270,971 4,822,685 Stockholder’s equity: Common stock, $ 0.01 par value, authorized 3,000 shares; 100 shares issued and outstanding at 2022 and 2021 — — Additional paid-in-capital 3,132,178 3,071,905 Accumulated comprehensive (loss) income ( 659 ) 855 Accumulated deficit ( 1,944,018 ) ( 1,864,414 ) Stockholder’s equity 1,187,501 1,208,346 Total liabilities and stockholder’s equity $ 6,458,472 $ 6,031,031 See accompanying notes to consolidated financial statements. 87 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Consolidated Statements of Income and Comprehensive Income Years Ended December 31, 2022, 2021 and 2020 (In thousands) 2022 2021 2020 Statements of Income Net revenues $ 2,032,140 $ 1,787,401 $ 1,568,856 Operating expenses (income): Direct advertising expenses (exclusive of depreciation and amortization) 667,288 576,507 557,661 General and administrative expenses (exclusive of depreciation and amortization) 350,623 326,636 287,874 Corporate expenses (exclusive of depreciation and amortization) 101,998 93,074 70,457 Depreciation and amortization 349,449 271,294 251,296 Gain on disposition of assets ( 15,721 ) ( 2,115 ) ( 9,026 ) 1,453,637 1,265,396 1,158,262 Operating income 578,503 522,005 410,594 Other expense (income): Loss on extinguishment of debt — 21,604 25,235 Interest income ( 1,293 ) ( 763 ) ( 797 ) Interest expense 127,510 106,384 137,623 Equity in earnings of investee ( 4,315 ) ( 3,384 ) — 121,902 123,841 162,061 Income before income tax expense 456,601 398,164 248,533 Income tax expense 17,452 9,256 4,660 Net income $ 439,149 $ 388,908 $ 243,873 Statements of Comprehensive Income Net income $ 439,149 $ 388,908 $ 243,873 Other comprehensive (loss) income, net of tax Foreign currency translation adjustments ( 1,514 ) ( 79 ) 249 Comprehensive income $ 437,635 $ 388,829 $ 244,122 See accompanying notes to consolidated financial statements. 88 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Consolidated Statements of Stockholder’s Equity Years Ended December 31, 2022, 2021 and 2020 (In thousands, except share and per share data) Common Stock Additional Paid-In Capital Accumulated Comprehensive Income (Loss) Accumulated Deficit Total Balance, December 31, 2019 $ — 2,992,729 685 ( 1,823,883 ) 1,169,531 Contribution from parent — 41,628 — — 41,628 Foreign currency translations — — 249 — 249 Net income — — — 243,873 243,873 Dividend to parent — — — ( 262,437 ) ( 262,437 ) Balance, December 31, 2020 $ — 3,034,357 934 ( 1,842,447 ) 1,192,844 Contribution from parent — 37,548 — — 37,548 Foreign currency translations — — ( 79 ) — ( 79 ) Net income — — — 388,908 388,908 Dividend to parent — — — ( 410,875 ) ( 410,875 ) Balance, December 31, 2021 $ — 3,071,905 855 ( 1,864,414 ) 1,208,346 Contribution from parent — 60,273 — — 60,273 Foreign currency translations — — ( 1,514 ) — ( 1,514 ) Net income — — — 439,149 439,149 Dividend to parent — — — ( 518,753 ) ( 518,753 ) Balance, December 31, 2022 $ — 3,132,178 ( 659 ) ( 1,944,018 ) 1,187,501 See accompanying notes to consolidated financial statements. 89 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years Ended December 31, 2022, 2021 and 2020 (In thousands) 2022 2021 2020 Cash flows from operating activities: Net income $ 439,149 $ 388,908 $ 243,873 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 349,449 271,294 251,296 Non-cash compensation 23,136 37,368 18,772 Amortization included in interest expense 6,158 5,877 5,909 Gain on disposition of assets and investments ( 15,721 ) ( 2,115 ) ( 9,026 ) Loss on extinguishment of debt — 21,604 25,235 Equity in earnings of investee ( 4,315 ) ( 3,384 ) — Deferred income tax expense (benefit) 3,212 1,574 ( 797 ) Provision for doubtful accounts 9,013 4,527 12,729 Changes in operating assets and liabilities: (Increase) decrease in: Receivables ( 22,511 ) ( 24,684 ) 1,287 Prepaid expenses ( 906 ) ( 5,493 ) 591 Other assets 2,711 5,030 7,629 Increase (decrease) in: Trade accounts payable 1,176 1,308 841 Accrued expenses ( 10,773 ) 9,553 10,052 Operating lease liabilities 7,198 3,819 24,549 Other liabilities ( 47,110 ) 360 ( 53,911 ) Cash flows provided by operating activities 739,866 715,546 539,029 Cash flows from investing activities: Capital expenditures ( 167,078 ) ( 126,090 ) ( 62,272 ) Acquisitions ( 479,766 ) ( 312,257 ) ( 45,584 ) Payment for investments in equity securities — ( 30,000 ) — Decrease in notes receivable 12,124 107 — Proceeds from disposition of assets and investments 15,649 6,480 10,968 Cash flows used in investing activities ( 619,071 ) ( 461,760 ) ( 96,888 ) Cash flows from financing activities: Proceeds received from revolving credit facility 445,000 200,000 725,000 Payments on revolving credit facility ( 575,000 ) ( 25,000 ) ( 875,000 ) Principal payments on long-term debt ( 365 ) ( 378 ) ( 9,112 ) Borrowings on long term debt — — 8,750 Principal payments on financing leases ( 1,331 ) ( 1,331 ) — Proceeds received from senior credit facility term loans 350,000 — 598,500 Proceeds received from accounts receivable securitization program 265,000 180,000 122,500 Payments on accounts receivable securitization program ( 190,000 ) ( 127,500 ) ( 175,000 ) Debt issuance costs ( 1,583 ) ( 8,823 ) ( 32,950 ) Proceeds received from note offering — 550,000 1,549,250 Redemption of senior notes and senior subordinated notes — ( 668,688 ) ( 1,058,596 ) Payment on senior credit facility term loans — — ( 978,097 ) Distributions to non-controlling interest ( 814 ) ( 601 ) ( 1,509 ) Dividends to parent ( 518,753 ) ( 410,875 ) ( 262,437 ) Contributions from parent 60,273 37,548 41,628 Cash flows used in financing activities ( 167,573 ) ( 275,648 ) ( 347,073 ) Effect of exchange rate changes in cash and cash equivalents ( 391 ) 81 313 Net (decrease) increase in cash and cash equivalents ( 47,169 ) ( 21,781 ) 95,381 Cash and cash equivalents at beginning of period 99,288 121,069 25,688 Cash and cash equivalents at end of period $ 52,119 $ 99,288 $ 121,069 Supplemental disclosures of cash flow information: Cash paid for interest $ 120,000 $ 112,080 $ 130,864 Cash paid for state and federal income taxes $ 16,325 $ 8,388 $ 4,033 See accompanying notes to consolidated financial statements. 90 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) (1) Description of the Business and Significant Accounting Policies (a) Nature of Business Lamar Media Corp. (“Lamar Media”) is a wholly owned subsidiary of Lamar Advertising Company. Lamar Media is engaged in the outdoor advertising business operating approximately 160,200 outdoor advertising displays in 45 states and Canada. Lamar Media’s operating strategy is to be the leading provider of outdoor advertising services in the markets it serves. In addition, Lamar Media operates a logo sign business in 23 states throughout the United States as well as the province of Ontario, Canada. Logo signs are erected pursuant to state-awarded service contracts on public rights-of-way near highway exits and deliver brand name information on available gas, food, lodging and camping services. Included in the Company’s logo sign business are tourism signing contracts. The Company provides transit advertising in airport terminals, on bus shelters, benches and buses in the markets it serves. On July 1, 2022, Lamar Media entered into the Amended and Restated Limited Partnership Agreement (the "Partnership Agreement") of Lamar Advertising Limited Partnership (the "OP") as the initial limited partner, along with its wholly owned subsidiary, Lamar Advertising General Partner, LLC, as the general partner of the OP (the "General Partner"). Lamar Media formed the OP and contributed all of its assets to the OP in connection with the Company's reorganization (the "Reorganization") as a specific type of REIT known as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). The Company completed the Reorganization to facilitate tax-deferred contributions of properties to the OP in exchange for limited partnership interests in the OP. The Reorganization did not have a material impact on our consolidated financial statements. Certain footnotes are not provided for the accompanying financial statements as the information in notes 2, 3, 5, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 and portions of note 1 to the consolidated financial statements of Lamar Advertising Company included elsewhere in this filing are substantially equivalent to that required for the consolidated financial statements of Lamar Media Corp. Earnings per share data is not provided for the operating results of Lamar Media Corp. as it is a wholly owned subsidiary of Lamar Advertising Company. (b) Principles of Consolidation The accompanying consolidated financial statements include Lamar Media, its subsidiary, Lamar Advertising Limited Partnership, and Lamar Advertising Limited Partnerships' wholly owned subsidiaries, The Lamar Company, L.L.C., Lamar Central Outdoor, LLC, Lamar TRS Holdings, LLC, Lamar Advertising Southwest, Inc., Interstate Logos, L.L.C., Lamar Obie Company, LLC, Lamar Canadian Outdoor Company, Lamar Advertising of Puerto Rico, Inc., Lamar QRS Receivables, LLC, Fairway Media Group, LCC, Ashby Street Outdoor Holdings, LLC and their majority-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. (2) Non-cash Financing Activities During the year ended December 31, 2020, the Company had non-cash financing activities related to financing lease liabilities of $ 19,891 . There were no significant non-cash financing activities during the years ended December 31, 2022 and 2021. 91 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) (3) Goodwill and Other Intangible Assets The following is a summary of intangible assets at December 31, 2022 and 2021: Estimated Life (Years) 2022 2021 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizable Intangible Assets: Customer lists and contracts 7 — 10 $ 720,051 $ 614,840 $ 676,846 $ 587,056 Non-competition agreement 3 — 15 71,599 65,647 69,276 64,942 Site locations 15 2,864,854 1,781,164 2,619,531 1,680,333 Other 2 — 15 51,619 40,314 50,716 39,329 $ 3,708,123 $ 2,501,965 $ 3,416,369 $ 2,371,660 Unamortizable Intangible Assets: Goodwill $ 2,277,784 $ 252,667 $ 2,178,941 $ 252,667 The changes in the gross carrying amount of goodwill for the years ended December 31, 2022 and 2021 are as follows: Balance as of December 31, 2020 $ 2,154,844 Goodwill acquired during the year 24,089 Purchase price adjustments and other 8 Balance as of December 31, 2021 2,178,941 Goodwill acquired during the year 99,003 Purchase price adjustments and other ( 160 ) Balance as of December 31, 2022 $ 2,277,784 (4) Accrued Expenses The following is a summary of accrued expenses at December 31, 2022 and 2021: 2022 2021 Payroll $ 24,601 $ 36,531 Interest 23,360 22,009 Accrued variable lease and contract expense 28,117 21,487 Non-cash compensation 12,216 30,450 Other 20,430 16,841 $ 108,724 $ 127,318 92 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) (5) Long-term Debt Long-term debt consists of the following at December 31, 2022 and 2021: December 31, 2022 Debt Deferred financing costs Debt, net of deferred financing costs Senior Credit Facility $ 993,970 $ 8,171 $ 985,799 Accounts Receivable Securitization Program 250,000 593 249,407 3 3/4% Senior Notes 600,000 6,000 594,000 3 5/8% Senior Notes 550,000 6,982 543,018 4% Senior Notes 549,437 6,459 542,978 4 7/8% Senior Notes 400,000 4,410 395,590 Other notes with various rates and terms 2,013 — 2,013 3,345,420 32,615 3,312,805 Less current maturities ( 250,378 ) ( 593 ) ( 249,785 ) Long-term debt, excluding current maturities $ 3,095,042 $ 32,022 $ 3,063,020 December 31, 2021 Debt Deferred financing costs Debt, net of deferred financing costs Senior Credit Facility $ 773,717 $ 9,306 $ 764,411 Accounts Receivable Securitization Program 175,000 585 174,415 3 3/4% Senior Notes 600,000 7,036 592,964 3 5/8% Senior Notes 550,000 7,711 542,289 4% Senior Notes 549,359 7,208 542,151 4 7/8% Senior Notes 400,000 5,013 394,987 Other notes with various rates and terms 2,378 — 2,378 3,050,454 36,859 3,013,595 Less current maturities ( 175,363 ) ( 585 ) ( 174,778 ) Long-term debt, excluding current maturities $ 2,875,091 $ 36,274 $ 2,838,817 Long-term debt contractual maturities are as follows: Debt Deferred financing costs Debt, net of deferred financing costs 2023 $ 378 $ — $ 378 2024 $ 400 $ — $ 400 2025 $ 645,420 $ 3,995 $ 641,425 2026 $ 442 $ — $ 442 2027 $ 599,316 $ 4,769 $ 594,547 Later years $ 2,099,464 $ 23,851 $ 2,075,613 93 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) (6) Related Party Transactions Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar Media Corp. or its subsidiaries through common ownership and directorate control. As of December 31, 2022 and 2021, there was a payable to Lamar Advertising Company, its parent, in the amount of $ 1,871 and $ 3,018 , respectively. Effective December 31, 2022 and 2021, Lamar Advertising Company contributed $ 60,273 and $ 37,548 , respectively, to Lamar Media which resulted in an increase in Lamar Media’s additional paid-in capital. (7) Summarized Financial Information of Subsidiaries Separate condensed consolidating financial information for Lamar Media, subsidiary guarantors and non-guarantor subsidiaries are presented below. Lamar Media and its subsidiary guarantors have fully and unconditionally guaranteed Lamar Media’s obligations with respect to its publicly issued notes. All guarantees are joint and several. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information. The following condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes. The condensed consolidating financial information is provided as an alternative to providing separate financial statements for guarantor subsidiaries. Separate financial statements of Lamar Media’s subsidiary guarantors are not included because the guarantees are full and unconditional and the subsidiary guarantors are 100% owned and jointly and severally liable for Lamar Media’s outstanding publicly issued notes. The accounts for all companies reflected herein are presented using the equity method of accounting for investments in subsidiaries. Condensed Consolidating Balance Sheet as of December 31, 2022 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated ASSETS Total current assets $ 39,829 $ 36,667 $ 287,556 $ — $ 364,052 Net property, plant and equipment — 1,483,395 16,304 — 1,499,699 Operating lease right of use assets — 1,252,414 19,217 — 1,271,631 Intangibles and goodwill, net — 3,214,284 16,991 — 3,231,275 Other assets 4,514,221 325,052 250,056 ( 4,997,514 ) 91,815 Total assets $ 4,554,050 $ 6,311,812 $ 590,124 $ ( 4,997,514 ) $ 6,458,472 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Current maturities of long-term debt $ — $ 378 $ 249,407 $ — $ 249,785 Current operating lease liabilities — 198,320 7,518 — 205,838 Other current liabilities 23,360 222,871 15,314 — 261,545 Total current liabilities 23,360 421,569 272,239 — 717,168 Long-term debt 3,061,385 1,635 — — 3,063,020 Operating lease liabilities — 1,025,385 10,270 — 1,035,655 Other noncurrent liabilities 281,804 418,163 301,957 ( 546,796 ) 455,128 Total liabilities 3,366,549 1,866,752 584,466 ( 546,796 ) 5,270,971 Stockholder's equity 1,187,501 4,445,060 5,658 ( 4,450,718 ) 1,187,501 Total liabilities and stockholder's equity $ 4,554,050 $ 6,311,812 $ 590,124 $ ( 4,997,514 ) $ 6,458,472 94 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Condensed Consolidating Balance Sheet as of December 31, 2021 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated ASSETS Total current assets $ 91,119 $ 29,379 $ 267,609 $ — $ 388,107 Net property, plant and equipment — 1,321,526 15,748 — 1,337,274 Operating lease right of use assets — 1,198,934 25,738 — 1,224,672 Intangibles and goodwill, net — 2,953,600 17,383 — 2,970,983 Other assets 4,188,436 311,046 187,044 ( 4,576,531 ) 109,995 Total assets $ 4,279,555 $ 5,814,485 $ 513,522 $ ( 4,576,531 ) $ 6,031,031 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Current maturities of long-term debt $ — $ 363 $ 174,415 $ — $ 174,778 Current operating lease liabilities — 190,748 7,538 — 198,286 Other current liabilities 22,009 246,030 14,142 — 282,181 Total current liabilities 22,009 437,141 196,095 — 655,245 Long-term debt 2,836,801 2,016 — — 2,838,817 Operating lease liabilities — 977,463 17,893 — 995,356 Other noncurrent liabilities 212,399 292,194 292,281 ( 463,607 ) 333,267 Total liabilities 3,071,209 1,708,814 506,269 ( 463,607 ) 4,822,685 Stockholder's equity 1,208,346 4,105,671 7,253 ( 4,112,924 ) 1,208,346 Total liabilities and stockholder's equity $ 4,279,555 $ 5,814,485 $ 513,522 $ ( 4,576,531 ) $ 6,031,031 95 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Condensed Consolidating Statements of Income and Comprehensive Income for the Year Ended December 31, 2022 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income Net revenues $ — $ 1,992,900 $ 41,789 $ ( 2,549 ) $ 2,032,140 Operating expenses (income) Direct advertising expenses (1) — 639,948 29,889 ( 2,549 ) 667,288 General and administrative expenses (1) — 343,188 7,435 — 350,623 Corporate expenses (1) — 99,392 2,606 — 101,998 Depreciation and amortization — 345,857 3,592 — 349,449 Gain on disposition of assets — ( 3,235 ) ( 12,486 ) — ( 15,721 ) — 1,425,150 31,036 ( 2,549 ) 1,453,637 Operating income — 567,750 10,753 — 578,503 Loss on debt extinguishment — — — — — Equity in (earnings) loss of subsidiaries ( 561,545 ) — — 561,545 — Interest expense (income), net 122,396 ( 531 ) 4,352 — 126,217 Equity in earnings of investee — ( 4,315 ) — — ( 4,315 ) Income (loss) before income tax expense 439,149 572,596 6,401 ( 561,545 ) 456,601 Income tax expense (2) — 10,970 6,482 — 17,452 Net income (loss) $ 439,149 $ 561,626 $ ( 81 ) $ ( 561,545 ) $ 439,149 Statement of Comprehensive Income Net income (loss) $ 439,149 $ 561,626 $ ( 81 ) $ ( 561,545 ) $ 439,149 Total other comprehensive loss, net of tax — — ( 1,514 ) — ( 1,514 ) Total comprehensive income (loss) $ 439,149 $ 561,626 $ ( 1,595 ) $ ( 561,545 ) $ 437,635 (1) Caption is exclusive of depreciation and amortization. (2) The income tax expense reflected in each column does not include any tax effect of the equity in earnings from subsidiaries. 96 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Condensed Consolidating Statements of Income and Comprehensive Income for the Year Ended December 31, 2021 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income Net revenues $ — $ 1,752,106 $ 37,055 $ ( 1,760 ) $ 1,787,401 Operating expenses (income) Direct advertising expenses (1) — 552,953 25,314 ( 1,760 ) 576,507 General and administrative expenses (1) — 322,278 4,358 — 326,636 Corporate expenses (1) — 91,479 1,595 — 93,074 Depreciation and amortization — 267,141 4,153 — 271,294 Gain on disposition of assets — ( 1,965 ) ( 150 ) — ( 2,115 ) — 1,231,886 35,270 ( 1,760 ) 1,265,396 Operating income — 520,220 1,785 — 522,005 Loss on debt extinguishment 21,604 — — — 21,604 Equity in (earnings) loss of subsidiaries ( 515,288 ) — — 515,288 — Interest expense (income), net 104,776 ( 44 ) 889 — 105,621 Equity in earnings of investee — ( 3,384 ) — — ( 3,384 ) Income (loss) before income tax expense (benefit) 388,908 523,648 896 ( 515,288 ) 398,164 Income tax expense (benefit) (2) — 9,556 ( 300 ) — 9,256 Net income (loss) $ 388,908 $ 514,092 $ 1,196 $ ( 515,288 ) $ 388,908 Statement of Comprehensive Income Net income (loss) $ 388,908 $ 514,092 $ 1,196 $ ( 515,288 ) $ 388,908 Total other comprehensive loss, net of tax — — ( 79 ) — ( 79 ) Total comprehensive income (loss) $ 388,908 $ 514,092 $ 1,117 $ ( 515,288 ) $ 388,829 (1) Caption is exclusive of depreciation and amortization. (2) The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from subsidiaries. 97 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Condensed Consolidating Statements of Income and Comprehensive Income for the Year Ended December 31, 2020 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income Net revenues $ — $ 1,536,534 $ 33,965 $ ( 1,643 ) $ 1,568,856 Operating expenses (income) Direct advertising expenses (1) — 533,803 25,501 ( 1,643 ) 557,661 General and administrative expenses (1) — 281,293 6,581 — 287,874 Corporate expenses (1) — 69,478 979 — 70,457 Depreciation and amortization — 249,299 1,997 — 251,296 (Gain) loss on disposition of assets — ( 9,036 ) 10 — ( 9,026 ) — 1,124,837 35,068 ( 1,643 ) 1,158,262 Operating income (loss) — 411,697 ( 1,103 ) — 410,594 Loss on debt extinguishment 25,235 — — — 25,235 Equity in (earnings) loss of subsidiaries ( 404,332 ) — — 404,332 — Interest expense (income), net 135,224 ( 175 ) 1,777 — 136,826 Income (loss) before income tax expense (benefit) 243,873 411,872 ( 2,880 ) ( 404,332 ) 248,533 Income tax expense (benefit) (2) — 5,203 ( 543 ) — 4,660 Net income (loss) $ 243,873 $ 406,669 $ ( 2,337 ) $ ( 404,332 ) $ 243,873 Statement of Comprehensive Income Net income (loss) $ 243,873 $ 406,669 $ ( 2,337 ) $ ( 404,332 ) $ 243,873 Total other comprehensive income, net of tax — — 249 — 249 Total comprehensive income (loss) $ 243,873 $ 406,669 $ ( 2,088 ) $ ( 404,332 ) $ 244,122 (1) Caption is exclusive of depreciation and amortization. (2) The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from subsidiari es. 98 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2022 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 586,773 $ 875,208 $ ( 20,112 ) $ ( 702,003 ) $ 739,866 Cash flows from investing activities: Capital expenditures — ( 162,515 ) ( 4,563 ) — ( 167,078 ) Acquisitions — ( 479,766 ) — — ( 479,766 ) Proceeds from disposition of assets and investments — 3,358 12,291 — 15,649 Investment in subsidiaries ( 479,766 ) — — 479,766 — Decrease (increase) in intercompany notes receivable 81,526 — — ( 81,526 ) — Decrease in notes receivable — 58 12,066 — 12,124 Net cash (used in) provided by investing activities ( 398,240 ) ( 638,865 ) 19,794 398,240 ( 619,071 ) Cash flows from financing activities: Proceeds received from revolving credit facility 445,000 — — — 445,000 Payment on revolving credit facility ( 575,000 ) — — — ( 575,000 ) Principal payments on long-term debt — ( 365 ) — — ( 365 ) Principal payments on financing leases — ( 1,331 ) — — ( 1,331 ) Proceeds received from senior credit facility term loans 350,000 — — — 350,000 Payment on accounts receivable securitization program — — ( 190,000 ) — ( 190,000 ) Proceeds received from accounts receivable securitization program — — 265,000 — 265,000 Debt issuance costs ( 1,347 ) — ( 236 ) — ( 1,583 ) Intercompany loan (payments) proceeds — ( 14,619 ) ( 66,907 ) 81,526 — Distributions to non-controlling interest — — ( 814 ) — ( 814 ) Dividends (to) from parent ( 518,753 ) ( 702,003 ) — 702,003 ( 518,753 ) Contributions from (to) parent 60,273 479,766 — ( 479,766 ) 60,273 Net cash (used in) provided by financing activities ( 239,827 ) ( 238,552 ) 7,043 303,763 ( 167,573 ) Effect of exchange rate changes in cash and cash equivalents — — ( 391 ) — ( 391 ) Net (decrease) increase in cash and cash equivalents ( 51,294 ) ( 2,209 ) 6,334 — ( 47,169 ) Cash and cash equivalents at beginning of period 91,023 3,494 4,771 — 99,288 Cash and cash equivalents at end of period $ 39,729 $ 1,285 $ 11,105 $ — $ 52,119 99 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2021 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 596,116 $ 849,072 $ ( 21,301 ) $ ( 708,341 ) $ 715,546 Cash flows from investing activities: Capital expenditures — ( 119,728 ) ( 6,362 ) — ( 126,090 ) Acquisitions — ( 312,257 ) — — ( 312,257 ) Payment for investments in equity securities — ( 30,000 ) ( 30,000 ) Proceeds from disposition of assets and investments — 6,480 — — 6,480 Investment in subsidiaries ( 342,257 ) — — 342,257 — Decrease (increase) in intercompany notes receivable 51,976 — — ( 51,976 ) — Decrease in notes receivable — 107 — — 107 Net cash (used in) provided by investing activities ( 290,281 ) ( 455,398 ) ( 6,362 ) 290,281 ( 461,760 ) Cash flows from financing activities: Proceeds received from revolving credit facility 200,000 — — — 200,000 Payment on revolving credit facility ( 25,000 ) — — — ( 25,000 ) Principal payments on long-term debt — ( 378 ) — — ( 378 ) Principal payments on financing leases — ( 1,331 ) — — ( 1,331 ) Proceeds received from note offering 550,000 — — — 550,000 Redemption of senior notes and senior subordinated notes ( 668,688 ) — — — ( 668,688 ) Proceeds received from accounts receivable securitization program — — 180,000 — 180,000 Payment on accounts receivable securitization program — — ( 127,500 ) — ( 127,500 ) Debt issuance costs ( 8,385 ) — ( 438 ) — ( 8,823 ) Intercompany loan (payments) proceeds — ( 24,119 ) ( 27,857 ) 51,976 — Distributions to non-controlling interest — — ( 601 ) — ( 601 ) Dividends (to) from parent ( 410,875 ) ( 708,341 ) — 708,341 ( 410,875 ) Contributions from (to) parent 37,548 342,257 — ( 342,257 ) 37,548 Net cash (used in) provided by financing activities ( 325,400 ) ( 391,912 ) 23,604 418,060 ( 275,648 ) Effect of exchange rate changes in cash and cash equivalents — — 81 — 81 Net (decrease) increase in cash and cash equivalents ( 19,565 ) 1,762 ( 3,978 ) — ( 21,781 ) Cash and cash equivalents at beginning of period 110,588 1,732 8,749 — 121,069 Cash and cash equivalents at end of period $ 91,023 $ 3,494 $ 4,771 $ — $ 99,288 100 Table of Contents LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except share and per share data) Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2020 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 495,872 $ 668,673 $ ( 5,639 ) $ ( 619,877 ) $ 539,029 Cash flows from investing activities: Acquisitions 577 ( 46,161 ) — — ( 45,584 ) Capital expenditures — ( 56,772 ) ( 5,500 ) — ( 62,272 ) Proceeds from disposition of assets and investments — 10,968 — — 10,968 Investment in subsidiaries ( 46,161 ) — — 46,161 — (Increase) decrease in intercompany notes receivable ( 60,183 ) — — 60,183 — Net cash (used in) provided by investing activities ( 105,767 ) ( 91,965 ) ( 5,500 ) 106,344 ( 96,888 ) Cash flows from financing activities: Proceeds received from revolving credit facility 725,000 — — — 725,000 Payment on revolving credit facility ( 875,000 ) — — — ( 875,000 ) Principal payments on long-term debt — ( 9,112 ) — — ( 9,112 ) Borrowings on long-term debt 8,750 8,750 Proceeds received from senior credit facility term loans 598,500 — — — 598,500 Payments on senior credit facility term loans ( 978,097 ) — — — ( 978,097 ) Proceeds received from accounts receivable securitization program — — 122,500 — 122,500 Payment on accounts receivable securitization program — — ( 175,000 ) — ( 175,000 ) Debt issuance costs ( 32,950 ) — — — ( 32,950 ) Proceeds received from note offering 1,549,250 — — — 1,549,250 Redemption of senior notes and senior subordinated notes ( 1,058,596 ) — — — ( 1,058,596 ) Intercompany loan (payments) proceeds — ( 9,176 ) 69,359 ( 60,183 ) — Distributions to non-controlling interest — — ( 1,509 ) — ( 1,509 ) Contributions from (to) parent 41,628 46,161 — ( 46,161 ) 41,628 Dividends (to) from parent ( 262,437 ) ( 619,877 ) — 619,877 ( 262,437 ) Net cash (used in) provided by financing activities ( 292,702 ) ( 583,254 ) 15,350 513,533 ( 347,073 ) Effect of exchange rate changes in cash and cash equivalents — — 313 — 313 Net increase (decrease) in cash and cash equivalents 97,403 ( 6,546 ) 4,524 — 95,381 Cash and cash equivalents at beginning of period 13,185 8,278 4,225 — 25,688 Cash and cash equivalents at end of period $ 110,588 $ 1,732 $ 8,749 $ — $ 121,069 101 Table of Contents SCHEDULE II LAMAR MEDIA CORP. AND SUBSIDIARIES Valuation and Qualifying Accounts Years Ended December 31, 2022, 2021 and 2020 (In thousands) Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End of Period Year ended December 31, 2022 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts $ 11,195 9,013 8,790 $ 11,418 Deducted in balance sheet from deferred tax assets: Valuation allowance $ 19,433 — 14,998 $ 4,435 Year ended December 31, 2021 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts $ 14,946 4,527 8,278 $ 11,195 Deducted in balance sheet from deferred tax assets: Valuation allowance $ 20,997 — 1,564 $ 19,433 Year ended December 31, 2020 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts $ 13,185 12,729 10,968 $ 14,946 Deducted in balance sheet from deferred tax assets: Valuation allowance $ 22,902 — 1,905 $ 20,997 102 Table of Contents SCHEDULE III LAMAR MEDIA CORP. AND SUBSIDIARIES Schedule of Real Estate and Accumulated Depreciation December 31, 2022, 2021 and 2020 (In thousands) Description (1) Encumbrances Initial Cost (2) Gross Carrying Amount (3) Accumulated Depreciation Construction Date Acquisition Date Useful Lives 363,044 Displays — — $ 3,745,006 $ ( 2,440,956 ) Various Various 5 to 20 years (1) No single asset exceeded 5 % of the total gross carrying amount at December 31, 2022 (2) This information is omitted, as it would be impracticable to compile such information on a site-by-site basis (3) Includes sites under construction The following table summarizes activity for the Company’s real estate assets, which consists of advertising displays and the related accumulated depreciation. December 31, 2022 December 31, 2021 December 31, 2020 Gross real estate assets: Balance at the beginning of the year $ 3,439,618 $ 3,293,778 $ 3,333,590 Capital expenditures on new advertising displays (4) 85,972 45,427 21,598 Capital expenditures on improvements/redevelopments of existing advertising displays 23,850 21,287 13,021 Capital expenditures other recurring (5) 141,030 88,697 12,631 Land acquisitions (6) 31,061 17,151 8,980 Acquisition of advertising displays (7) 64,223 17,662 4,446 Assets sold or written-off ( 39,149 ) ( 44,466 ) ( 100,906 ) Foreign exchange ( 1,599 ) 82 418 Balance at the end of the year $ 3,745,006 $ 3,439,618 $ 3,293,778 Accumulated depreciation: Balance at the beginning of the year $ 2,287,590 $ 2,192,700 $ 2,166,579 Depreciation 185,820 126,805 111,049 Assets sold or written-off ( 31,514 ) ( 31,971 ) ( 85,267 ) Foreign exchange ( 940 ) 56 339 Balance at the end of the year $ 2,440,956 $ 2,287,590 $ 2,192,700 (4) Includes non-cash amounts of $ 2,367 , $ 1,541 and $ 621 at December 31, 2022, 2021 and 2020, respectively (5) Includes non-cash amounts of $ 103,019 and $ 48,848 at December 31, 2022 and 2021, respectively, related to the revision in cost estimate included in the calculation of asset retirement obligations (6) Includes preliminary allocation of assets acquired during 2022 and 2021 (7) Includes non-cash amounts of $ 11,132 and $ 3,843 and at December 31, 2022 and 2021, respectively 103 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Lamar Advertising Company None. Lamar Media Corp. None.