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Item 8. Financial Statements and Supplementary Data

2024-02-23 compared with 2023-02-24 · 203 added, 219 removed, 1791 unchanged (19% of the section changed)

72 unchanged sentences

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.

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.

The following are the primary procedures we performed to address this critical audit matter.

54 unchanged sentences

Additional paid-in-capital 2,103,282 2,061,671

Accumulated comprehensive (loss) income ( 659 ) 855

Accumulated comprehensive loss ( 428 ) ( 659 )

Accumulated deficit ( 819,235 ) ( 804,382 )

1 unchanged sentence

( 67,347 ) ( 61,358 )

Non-controlling interest 414 —

Stockholders’ equity

28 unchanged sentences

Net income 496,836 438,647 388,090

Earnings attributable to non-controlling interest 1,073 — —

Net income attributable to controlling interest 495,763 438,647 388,090

Preferred stock dividends 365 365 365

9 unchanged sentences

Net income $ 496,836 $ 438,647 $ 388,090

Other comprehensive (loss) income, net of tax

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments 231 ( 1,514 ) ( 79 )

Comprehensive income 497,067 437,133 388,011

Earnings attributable to non-controlling interest 1,073 — —

Comprehensive income attributable to controlling interest $ 495,994 $ 437,133 $ 388,011

See accompanying notes to consolidated financial statements.

10 unchanged sentences

(Loss) Accumulated

Deficit Total

Deficit Non-controlling Interest Total

Balance, December 31, 2020 $ — 87 14 ( 44,786 ) 1,963,850 934 ( 717,331 ) — 1,202,768

42 unchanged sentences

Net income — — — — — — 495,763 1,073 496,836

Reallocation of capital — — — — ( 1,016 ) — — 397 ( 619 )

Dividends/distributions to common shareholders ($ 5.00 per common share)

19 unchanged sentences

Equity in earnings of investee ( 3,696 ) ( 4,315 ) ( 3,384 )

Deferred income tax expense (benefit) 3,212 1,574 ( 797 )

Deferred income tax expense 2,384 3,212 1,574

Provision for doubtful accounts 12,737 9,013 4,527

4 unchanged sentences

Other assets ( 3,363 ) 2,711 5,030

Increase (decrease) in:

(Decrease) increase in:

Trade accounts payable ( 307 ) 1,176 1,308

16 unchanged sentences

Principal payments on long-term debt ( 381 ) ( 365 ) ( 378 )

Borrowings on long-term debt — — 8,750

Principal payments on financing leases ( 1,331 ) ( 1,331 ) ( 1,331 )

Proceeds received from senior credit facility term loans — 350,000 —

Payments on senior credit facility term loans — — ( 978,097 )

Proceeds received from accounts receivable securitization program 114,900 265,000 180,000

7 unchanged sentences

Effect of exchange rate changes in cash and cash equivalents 127 ( 391 ) 81

Net (decrease) increase in cash and cash equivalents ( 47,169 ) ( 21,781 ) 95,381

Net decrease in cash and cash equivalents ( 8,014 ) ( 47,169 ) ( 21,781 )

Cash and cash equivalents at beginning of period 52,619 99,788 121,569

26 unchanged sentences

(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.

The accompanying consolidated financial statements include Lamar Advertising Company, its wholly owned subsidiary, Lamar Media, and its majority-owned subsidiaries.

All inter-company transactions and balances have been eliminated in consolidation.

3 unchanged sentences

• 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.

We define the term ‘chief operating decision maker’ to be our executive management group, which consists 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.

93 unchanged sentences

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.

Non-cash compensation expense recognized during the years ended December 31, 2023, 2022, and 2021 was $ 22,649 , $ 23,136 and $ 37,368 , respectively.

The $ 22,649 expensed during the year ended December 31, 2023 consists of (i) $ 4,855 related to stock options and the employee stock purchase plan, (ii) $ 11,677 related to stock grants made under the Company’s performance-based stock incentive program in 2023, (iii) $ 5,347 related to LTIP Units issued to the Company's executive officers, (iv) $ 55 related to non-performance restricted stock awards and (v) $ 715 related to restricted stock awards to directors.

13 unchanged sentences

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.

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 (loss) in the Consolidated Statements of Stockholders’ Equity.

(q) Asset Retirement Obligations

9 unchanged sentences

(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.

Total comprehensive income is presented in the Consolidated Statements of Income and Comprehensive Income and the components of accumulated comprehensive income (loss) are presented in the Consolidated Statements of Stockholders’ Equity.

Comprehensive income is composed of foreign currency translation effects.

47 unchanged sentences

Year Ended December 31, 2023

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 .

During the year ended December 31, 2023, the Company completed several acquisitions of outdoor advertising assets for a total purchase price of $ 138,961 .

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

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(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.

The following is a summary of the allocation of the purchase price in the above transactions.

Property, plant and equipment $ 30,837

8 unchanged sentences

Operating lease liabilities ( 9,388 )

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.

Total acquired intangible assets for the year ended December 31, 2023 were $ 101,937 , of which ($ 50 ) was assigned to goodwill relating to the finalization of the fair value allocation of the assets acquired and liabilities assumed from Fairway Outdoor and Standard Outdoor in the business combination completed December 9, 2022.

Goodwill is not amortized for financial statement purposes and no goodwill related to 2023 acquisitions is expected to be deductible for tax purposes.

The acquired intangible assets have a weighted average useful life of approximately 14 years.

1 unchanged sentence

The aggregate amortization expense related to the 2023 acquisitions for the year ended December 31, 2023 was $ 3,330 .

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.

As of December 31, 2023, we finalized 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.

The changes to our updated fair value allocation of this business combination were considered immaterial and recorded during the year ended December 31, 2023.

6 unchanged sentences

Year Ended December 31, 2022

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 .

The acquisition purchase price has been allocated to assets acquired and liabilities assumed based on fair market value estimates at the dates of acquisition.

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 .

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(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 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 was considered preliminary and subject to revision, which could result in adjustments to this allocation.

The aggregate purchase price of this business combination was $ 92,650 .

8 unchanged sentences

Customer lists and contracts 43,339

Other intangibles 721

Asset acquisition costs 903

3 unchanged sentences

Operating lease liabilities ( 68,867 )

Other assets 486

Total acquired intangible assets for the year ended December 31, 2022 were $ 391,861 , of which $ 99,003 was assigned to goodwill.

14 unchanged sentences

(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.

For the years ended December 31, 2023, 2022 and 2021, there were no significant non-cash investing activities or significant non-cash financing activities.

(5) Property, Plant and Equipment

32 unchanged sentences

Balance as of December 31, 2022 $ 2,288,805

Goodwill acquired during the year 99,003

Purchase price adjustments and other 2

47 unchanged sentences

Our financing leases have a weighted-average remaining lease term of 3.9 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.

For the years ended December 31, 2023, 2022 and 2021, amortization expense of $ 2,853 was recorded within depreciation and amortization and interest expense of $ 504 , $ 544 and $ 585 , 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, 2023, 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.

64 unchanged sentences

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.

4 below) (the “revolving credit facility”), (ii) a $ 600,000 senior secured Term B loan facility (the “Term B loans”) which will mature on February 6, 2027, (iii) a $ 350,000 senior secured Term A loan facility (the "Term A loans") which will mature on February 6, 2025, and (iv) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or increase its revolving credit facility subject to a pro forma secured debt ratio of 4.50 to 1.00, as well as certain other conditions including lender approval.

Lamar Media borrowed all $ 600,000 in Term B loans on February 6, 2020.

1 unchanged sentence

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).

The Term B loans bear interest at rates based on the Term Secured Overnight Financing Rate ("Term SOFR") plus a credit spread adjustment of 0.10 % (Term SOFR plus such credit spread adjustment, the "Adjusted Term SOFR Rate") or the Adjusted Base Rate, at Lamar Media’s option.

Term B loans bearing interest at a rate based on Term SOFR bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 %.

Term B loans bearing interest at a rate based on the Adjusted Base Rate bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 %.

The revolving credit facility bears interest at rates based on Term SOFR ("Term SOFR revolving loans”) or the Adjusted Base Rate (“Base Rate revolving loans”), at Lamar Media’s option.

Term SOFR revolving loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 % (or the Adjusted Term SOFR Rate plus 1.25 % at any time the Total Debt Ratio is less than or equal to 3.25 to 1).

Base Rate revolving loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 % (or the Adjusted Base Rate plus 0.25 % at any time the total debt ratio is less than or equal to 3.25 to 1).

1 unchanged sentence

On July 29, 2022, Lamar Media entered into Amendment No.

2 (the "Amendment No.

2 ("Amendment No.

2") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A.

1 unchanged sentence

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 %.

2 established the Term A loans as a new class of incremental term loans.

The Term A loans will mature on February 6, 2025 with no required amortization payments prior to maturity and bear interest at rates based on the Term SOFR ("Term SOFR Term A loans") or the Adjusted Base Rate ("Base Rate Term A loans"), at Lamar Media's option.

Term SOFR Term A loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 % (or the Adjusted Term SOFR Rate plus 1.25 % at any time the Total Debt Ratio is less than or equal to 3.25 to 1).

Base Rate Term A loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 % (or the Adjusted Base Rate plus 0.25 % at any time the total debt ratio is less than or equal to 3.25 to 1).

The covenants, events of default and other terms of the senior credit facility apply to the Term A loans.

2 unchanged sentences

Proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on the Accounts Receivable Securitization Program.

On April 26, 2023, Lamar Media entered into Amendment No.

3 ("Amendment No.

3") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank N.A.

as administrative agent and the lenders party thereto.

Amendment No.

3 replaced the London Interbank Offered Rates as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement.

All other material terms and conditions of the Fourth Amended and Restated Credit Agreement remain unchanged by Amendment No.

On July 31, 2023, Lamar Media entered into Amendment No.

4 ("Amendment No.

4"), to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

administrative agent and the lenders party thereto.

Amendment No.

4 extends the maturity date of Lamar Media's $ 750,000 revolving credit facility such that the revolving credit facility matures July 31, 2028;

provided, that, if on the date (a "Springing Maturity Test Date") that is 91 days prior to either the then scheduled maturity date of Lamar Media's Term B loans (which is currently February 6, 2027) or the February 15, 2028 maturity date of Lamar Media's 3 3/4% Notes, the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the revolving credit facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the Term B loans or the 3 3/4% Notes (as applicable), the revolving credit facility will mature on such Springing Maturity Test Date.

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

Amendment No.

4 also establishes a $ 75,000 swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $ 75,000 .

In addition, Amendment No.

4 amends the provisions of the Fourth Amended and Restated Credit Agreement related to incremental facilities to allow Lamar Media to establish, from time to time, one or more new incremental revolving facilities on the terms, and subject to the conditions, set forth therein.

As of December 31, 2023, there were $ 70,000 in outstanding borrowings under the revolving credit facility.

1 unchanged sentence

Lamar Media had $ 8,834 in letters of credit outstanding as of December 31, 2023 resulting in $ 671,166 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.

Revolving credit loans may be requested under the revolving credit facility at any time prior to its maturity on July 31, 2028.

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:

3 unchanged sentences

• make investments;

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

• pay dividends.

6 unchanged sentences

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.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

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.

11 unchanged sentences

(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.

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 3/4% 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”).

7 unchanged sentences

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.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

4 % Senior Notes

4 unchanged sentences

The institutional private placement on August 19, 2020 resulted in net proceeds to Lamar Media of approximately $ 146,900 .

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.

4 unchanged sentences

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.

3 unchanged sentences

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.

4 unchanged sentences

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 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

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(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.

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.

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.

1 unchanged sentence

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.

On February 23, 2023, the Board of Directors authorized the extension of the repurchase program through September 30, 2024.

There were no repurchases under the program as of December 31, 2023.

13 unchanged sentences

Balance at December 31, 2023 $ 397,991

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.

Revision in estimates in December 31, 2022 of $ 110,321 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

7 unchanged sentences

$ 293,423 $ 349,449 $ 271,294

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

3 unchanged sentences

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 Company’s state tax returns reflect

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

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:

Income tax expense consists of the following:

Current Deferred Total

20 unchanged sentences

Total $ 506,618 $ 456,099 $ 397,346

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.

10 unchanged sentences

875 ( 14,984 ) ( 1,564 )

Rate change (c)

Undistributed earnings of foreign subsidiaries (d)

Undistributed earnings of foreign subsidiaries (c)

( 95 ) ( 84 ) 292

Other differences, net (e)

Other differences, net (d)

( 1,721 ) 20,976 1,873

Income tax expense $ 9,782 $ 17,452 $ 9,256

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(a) Includes dividend paid deduction of $ 107,137 , $ 106,129 and $ 85,087 for the tax years ended December 31, 2023, 2022 and 2021, 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.

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.

(b) For the years ended December 31, 2023, 2022 and 2021, a non-cash valuation allowance of $ 875 , ($ 14,984 ) and ($ 1,564 ), respectively, was recorded to income tax expense due to our limited ability to utilize Puerto Rico and Canada deferred tax assets in future years.

(c) Management does not assert that the undistributed earnings of our Canadian subsidiaries will be permanently reinvested.

For the years ended December 31, 2023, 2022 and 2021, we recognized a deferred tax (benefit) expense of ($ 95 ), ($ 84 ) and $ 292 , 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.

(d) 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.

1 unchanged sentence

As a result, a cash expense of $ 5,068 was recorded to income tax expense.

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:

1 unchanged sentence

Allowance for doubtful accounts $ 211 $ 423

Accrued liabilities not deducted for tax purposes — 3,071

Net operating loss carry forwards 5,261 5,068

1 unchanged sentence

Charitable contributions carry forward 2 1

Investment in partnerships — 228

Gross deferred tax assets 6,676 6,856

18 unchanged sentences

In addition, we have $ 64 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.

There was no valuation allowance related to state net operating losses as of December 31, 2023 and 2022.

There was no net change in the total state valuation allowance for the year ended December 31, 2023 and a net decrease in the total state valuation allowance of $ 334 for the year ended December 31, 2022.

As of December 31, 2023, we had approximately $ 4,512 of Canadian net operating loss carry forwards before valuation allowances.

1 unchanged sentence

These carry forwards expire between 2040 and 2043.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

As of December 31, 2023, we had approximately $ 9,092 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.

These carry forwards expire in 2032 and 2033.

In addition, we have $ 688 of alternative minimum tax credits available to offset future Puerto Rico income tax.

3 unchanged sentences

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

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.

Based on the current level of pretax earnings, the Company will not generate the minimum 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 and Canada net operating loss carry forwards and other deferred tax assets is necessary.

The valuation allowance for these deferred tax assets as of December 31, 2023 and 2022 was $ 5,333 and $ 4,435 , 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 net change in the total valuation allowance for the years ended December 31, 2023 and 2022 was an increase (decrease) of $ 898 and ($ 14,664 ), 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.

7 unchanged sentences

Additions for tax positions related to prior years 1,142

Reductions for tax positions related to prior years ( 1,388 )

Lapse of statute of limitations ( 1,441 )

Balance as of December 31, 2022 $ 5,544

Additions for tax positions related to current year 718

Additions for tax positions related to prior years 703

10 unchanged sentences

With respect to Canada and Puerto Rico, we are no longer subject to income tax audits for years before 2020 and 2019, respectively.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(13) Related Party Transactions

11 unchanged sentences

EATEL also provides data back-up and recovery services to businesses.

During the years ended December 31,

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.

During the years ended December 31, 2023 and 2022, 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 $ 84 and $ 228 for the years ended December 31, 2023 and 2022, respectively.

17 unchanged sentences

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

The Class B common stock will convert automatically into Class A

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(Dollars in thousands, except share and per share data)

prior Sales Agreement with substantially similar terms.

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 June 21, 2021, the Company entered into an equity distribution agreement (the "2021 Sales Agreement") with J.P.

Morgan Securities LLC, Wells Fargo Securities LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc.

and Scotia Capital (USA) Inc.

as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms.

Under the terms of the 2021 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $ 400,000 , through the Sales Agents as either agents or principals.

2 unchanged sentences

As of December 31, 2023, 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, 2023.

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.

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

As of December 31, 2023, 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.

On February 23, 2023, the Board of Directors authorized the extension of the repurchase program through September 30, 2024.

There were no repurchases under the program as of December 31, 2023.

1 unchanged sentence

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.

8 unchanged sentences

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.

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(Dollars in thousands, except share and per share data)

We believe these estimates will approximate future behavior.

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.

13 unchanged sentences

2021 5 % 45 % 2 % 6

Information regarding the 1996 Plan for the year ended December 31, 2022 is as follows:

Information regarding stock options under the 1996 Plan for the year ended December 31, 2023 is as follows:

Shares Weighted

3 unchanged sentences

Exercised ( 60,385 ) 71.21

Forfeited ( 7,200 ) 84.09

Expired ( 1,800 ) 84.09

Outstanding, end of year 391,015 $ 85.81 6.38

1 unchanged sentence

At December 31, 2023 there was $ 2,784 of unrecognized compensation cost related to stock options granted which is expected to be recognized over a weighted-average period of 1.72 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.

Shares available for future stock option, LTIP Units and restricted share grants to employees and directors under existing plans were 1,701,476 at December 31, 2023.

The aggregate intrinsic value of options outstanding as of December 31, 2023 was $ 8,941 and the aggregate intrinsic value of options exercisable was $ 7,248 .

Total intrinsic value of options exercised was $ 1,830 for the year ended December 31, 2023.

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.

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(Dollars in thousands, except share and per share data)

Information regarding LTIP Units under the 1996 Plan for the year ended December 31, 2023 is as follows:

Shares Weighted Average Grant Date Fair Value

Outstanding, beginning of year 88,000 $ 88.49

Granted 88,000 102.51

Exercised — —

Outstanding, end of year 176,000 $ 95.50

Vested at end of year 88,000 $ 88.49

At December 31, 2023 there was $ 603 of unrecognized compensation cost related to LITP Units granted which is expected to be recognized in the first half of 2024.

The fair value of LTIP Units granted and vested as of December 31, 2023 was $ 9,021 and $ 7,787 , respectively, based on the weighted average grant date fair value per unit.

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 87,327 shares on January 1, 2023 pursuant to the automatic increase provisions of the 2019 ESPP.

The following is a summary of 2019 ESPP share activity for the year ended December 31, 2023:

5 unchanged sentences

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 2023.

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.

The number of shares to be issued, if any, are generally dependent on the level of achievement of these performance measures as determined by the Company’s Compensation Committee based on our 2023 results and are issued in the first half of 2024.

The shares subject to these awards generally can range from a minimum of 0 % to a maximum of 100 % of the target number of shares depending on the level at which the goals are attained.

Based on the Company’s performance measures achieved through December 31, 2023, the Company recorded $ 11,677 , $ 11,545 and $ 29,324 as stock-based compensation expense related to these agreements for the years ended December 31, 2023, 2022 and 2021, respectively.

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.

3 unchanged sentences

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.

As of December 31, 2023, the OP issued a total of 176,000 LTIP Units to the Company's executive officers, of which 88,000 LTIP units have vested.

For the years ended December 31, 2023 and 2022, the Company recorded $ 5,347 and $ 5,897 , respectively, as stock-based compensation expense related to these LTIP Units.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(16) Benefit Plans

15 unchanged sentences

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

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.

Upon termination, death or disability, participating employees are eligible to receive an amount equal to the fair market value of the assets in the employee’s deferred compensation account.

For the years ended December 31, 2023, 2022 and 2021, the Company contributed $ 1,880 , $ 1,637 and $ 1,540 , respectively.

14 unchanged sentences

Thereafter $ 45,734

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

Legal matters

6 unchanged sentences

In addition, as of December 31, 2023, 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 .

As of December 31, 2023 and 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 $ 3,188,886 and $ 2,938,073 , respectively.

(19) Fair Value of Financial Instruments

1 unchanged sentence

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

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

are reported at fair values.

Investments and initial recognition of asset retirement obligations are reported at fair values.

Fair values for investments held at cost are not readily available, but are estimated to approximate fair value.

6 unchanged sentences

(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:

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):

3 unchanged sentences

This guidance is effective for public entities as of December 15, 2022.

The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires Companies to disclose disaggregated information related to the effective tax rate reconciliation and income taxes paid.

This guidance is effective for public entities as of December 15, 2024.

We do not anticipate the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

(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.

LAMAR ADVERTISING COMPANY

42 unchanged sentences

80,241 85,972 45,427

Capital expenditures on improvements/redevelopments of existing advertising displays 23,850 21,287 13,021

Capital expenditures on improvements/redevelopments of new/existing advertising displays 26,127 23,850 21,287

Capital expenditures other recurring (5)

145 unchanged sentences

Additional paid-in-capital 3,173,789 3,132,178

Accumulated comprehensive (loss) income ( 659 ) 855

Accumulated comprehensive loss ( 428 ) ( 659 )

Accumulated deficit ( 1,963,998 ) ( 1,944,018 )

Non-controlling interest 414 —

Stockholder’s equity 1,209,777 1,187,501

26 unchanged sentences

Net income 497,333 439,149 388,908

Earnings attributable to non-controlling interest 1,073 — —

Net income attributable to controlling interest $ 496,260 $ 439,149 $ 388,908

Statements of Comprehensive Income

Net income $ 497,333 $ 439,149 $ 388,908

Other comprehensive (loss) income, net of tax

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments 231 ( 1,514 ) ( 79 )

Comprehensive income 497,564 437,635 388,829

Earnings attributable to non-controlling interest 1,073 — —

Comprehensive income attributable to controlling interest $ 496,491 $ 437,635 $ 388,829

See accompanying notes to consolidated financial statements.

8 unchanged sentences

Income (Loss) Accumulated

Deficit Total

Deficit Non-controlling Interest Total

Balance, December 31, 2020 $ — 3,034,357 934 ( 1,842,447 ) — 1,192,844

10 unchanged sentences

Contribution from parent — 42,627 — — — 42,627

Reallocation of capital — ( 1,016 ) — — 397 ( 619 )

Foreign currency translations — — 231 — — 231

18 unchanged sentences

Equity in earnings of investee ( 3,696 ) ( 4,315 ) ( 3,384 )

Deferred income tax expense (benefit) 3,212 1,574 ( 797 )

Deferred income tax expense 2,384 3,212 1,574

Provision for doubtful accounts 12,737 9,013 4,527

4 unchanged sentences

Other assets ( 3,363 ) 2,711 5,030

Increase (decrease) in:

(Decrease) increase in:

Trade accounts payable ( 307 ) 1,176 1,308

14 unchanged sentences

Principal payments on long-term debt ( 381 ) ( 365 ) ( 378 )

Borrowings on long term debt — — 8,750

Principal payments on financing leases ( 1,331 ) ( 1,331 ) ( 1,331 )

5 unchanged sentences

Redemption of senior notes and senior subordinated notes — — ( 668,688 )

Payment on senior credit facility term loans — — ( 978,097 )

Distributions to non-controlling interest ( 1,056 ) ( 814 ) ( 601 )

3 unchanged sentences

Effect of exchange rate changes in cash and cash equivalents 127 ( 391 ) 81

Net (decrease) increase in cash and cash equivalents ( 47,169 ) ( 21,781 ) 95,381

Net decrease in cash and cash equivalents ( 8,014 ) ( 47,169 ) ( 21,781 )

Cash and cash equivalents at beginning of period 52,119 99,288 121,069

28 unchanged sentences

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.

(2) Non-cash Financing and Investing Activities

There were no significant non-cash investing activities or significant non-cash financing activities during the years ended December 31, 2023, 2022 and 2021.

LAMAR MEDIA CORP.

21 unchanged sentences

Balance as of December 31, 2022 2,277,784

Goodwill acquired during the year 99,003

Purchase price adjustments and other 2

130 unchanged sentences

— 1,392,389 45,348 ( 2,681 ) 1,435,056

Operating income — 567,750 10,753 — 578,503

Loss on debt extinguishment — — — — —

Operating income (loss) — 677,211 ( 1,280 ) — 675,931

Loss on extinguishment of debt 115 — — — 115

Equity in (earnings) loss of subsidiaries ( 655,864 ) — — 655,864 —

5 unchanged sentences

Net income (loss) 496,260 673,330 ( 16,393 ) ( 655,864 ) 497,333

Earnings attributable to non-controlling interest — 387 686 — 1,073

Net income (loss) attributable to controlling interest $ 496,260 $ 672,943 $ ( 17,079 ) $ ( 655,864 ) $ 496,260

Statement of Comprehensive Income

Net income (loss) $ 496,260 $ 673,330 $ ( 16,393 ) $ ( 655,864 ) $ 497,333

Total other comprehensive loss, net of tax — — ( 1,514 ) — ( 1,514 )

Total other comprehensive income, net of tax — — 231 — 231

Total comprehensive income (loss) 496,260 673,330 ( 16,162 ) ( 655,864 ) 497,564

Earnings attributable to non-controlling interest — 387 686 — 1,073

Comprehensive income (loss) attributable to controlling interest $ 496,260 $ 672,943 $ ( 16,848 ) $ ( 655,864 ) $ 496,491

(1) Caption is exclusive of depreciation and amortization.

21 unchanged sentences

Operating income — 567,750 10,753 — 578,503

Loss on debt extinguishment 21,604 — — — 21,604

Equity in (earnings) loss of subsidiaries ( 561,545 ) — — 561,545 —

1 unchanged sentence

Equity in earnings of investee — ( 4,315 ) — — ( 4,315 )

Income (loss) before income tax expense (benefit) 388,908 523,648 896 ( 515,288 ) 398,164

Income tax expense (benefit) (2)

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

5 unchanged sentences

(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.

(2) The income tax expense reflected in each column does not include any tax effect of the equity in earnings from subsidiaries.

LAMAR MEDIA CORP.

16 unchanged sentences

Depreciation and amortization — 267,141 4,153 — 271,294

(Gain) loss on disposition of assets — ( 9,036 ) 10 — ( 9,026 )

Gain on disposition of assets — ( 1,965 ) ( 150 ) — ( 2,115 )

— 1,231,886 35,270 ( 1,760 ) 1,265,396

Operating income (loss) — 411,697 ( 1,103 ) — 410,594

Loss on debt extinguishment 25,235 — — — 25,235

Operating income — 520,220 1,785 — 522,005

Loss on extinguishment of debt 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

4 unchanged sentences

Net income (loss) $ 388,908 $ 514,092 $ 1,196 $ ( 515,288 ) $ 388,908

Total other comprehensive income, net of tax — — 249 — 249

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 subsidiari es.

(2) The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from subsidiaries.

LAMAR MEDIA CORP.

12 unchanged sentences

Investment in subsidiaries ( 138,961 ) — — 138,961 —

Decrease (increase) in intercompany notes receivable 81,526 — — ( 81,526 ) —

(Increase) decrease in intercompany notes receivable ( 15,589 ) — — 15,589 —

Decrease in notes receivable — 62 — — 62

5 unchanged sentences

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 — — ( 114,900 ) — ( 114,900 )

7 unchanged sentences

Effect of exchange rate changes in cash and cash equivalents — — 127 — 127

Net (decrease) increase in cash and cash equivalents ( 51,294 ) ( 2,209 ) 6,334 — ( 47,169 )

Net decrease in cash and cash equivalents ( 5,957 ) ( 565 ) ( 1,492 ) — ( 8,014 )

Cash and cash equivalents at beginning of period 39,729 1,285 11,105 — 52,119

12 unchanged sentences

Acquisitions — ( 479,766 ) — — ( 479,766 )

Payment for investments in equity securities — ( 30,000 ) ( 30,000 )

Proceeds from disposition of assets and investments — 3,358 12,291 — 15,649

8 unchanged sentences

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 senior credit facility term loans 350,000 — — — 350,000

Proceeds received from accounts receivable securitization program — — 265,000 — 265,000

22 unchanged sentences

Capital expenditures — ( 119,728 ) ( 6,362 ) — ( 126,090 )

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 —

(Increase) decrease in intercompany notes receivable ( 60,183 ) — — 60,183 —

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 )

3 unchanged sentences

Principal payments on long-term debt — ( 378 ) — — ( 378 )

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 )

Principal payments on financing leases — ( 1,331 ) — — ( 1,331 )

Proceeds received from accounts receivable securitization program — — 180,000 — 180,000

9 unchanged sentences

Effect of exchange rate changes in cash and cash equivalents — — 81 — 81

Net increase (decrease) in cash and cash equivalents 97,403 ( 6,546 ) 4,524 — 95,381

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

41 unchanged sentences

80,241 85,972 45,427

Capital expenditures on improvements/redevelopments of existing advertising displays 23,850 21,287 13,021

Capital expenditures on improvements/redevelopments of new/existing advertising displays 26,127 23,850 21,287

Capital expenditures other recurring (5)

16 unchanged sentences

(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

(7) Includes non-cash amounts of $ 3,052 , $ 11,132 and $ 3,843 at December 31, 2023, 2022 and 2021, respectively

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data