What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-23 · 307 added, 437 removed, 1557 unchanged (32% 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.

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 design and tested the operating effectiveness of certain internal controls related to the Company’s billboard land lease process, including controls related to 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.

100 unchanged sentences

Net income $ 362,939 $ 496,836 $ 438,647

Other comprehensive income (loss), net of tax

Other comprehensive (loss) income, net of tax

Foreign currency translation adjustments ( 2,526 ) 231 ( 1,514 )

43 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)

36 unchanged sentences

Equity in earnings of investee ( 5,094 ) ( 3,696 ) ( 4,315 )

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

Deferred income tax (benefit) expense ( 4,036 ) 2,384 3,212

Provision for doubtful accounts 8,770 12,737 9,013

4 unchanged sentences

Other assets ( 7,424 ) ( 3,363 ) 2,711

(Decrease) increase in:

Increase (decrease) in:

Trade accounts payable 3,262 ( 307 ) 1,176

6 unchanged sentences

Acquisitions ( 45,393 ) ( 138,961 ) ( 479,766 )

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

Decrease in notes receivable 65 62 12,124

Proceeds from disposition of assets and investments 7,051 15,649 6,480

Proceeds from disposition of assets 5,706 7,051 15,649

Cash flows used in investing activities ( 164,906 ) ( 310,119 ) ( 619,071 )

7 unchanged sentences

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

Payments on senior credit facility term loans ( 350,000 ) — —

Proceeds received from accounts receivable securitization program 86,400 114,900 265,000

Payments on accounts receivable securitization program ( 86,400 ) ( 114,900 ) ( 190,000 )

Proceeds received from note offering — — 550,000

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

Debt issuance costs ( 464 ) ( 2,951 ) ( 1,583 )

3 unchanged sentences

Effect of exchange rate changes in cash and cash equivalents ( 423 ) 127 ( 391 )

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

Cash and cash equivalents at end of period $ 44,605 $ 52,619 $ 99,788

Net increase (decrease) in cash and cash equivalents 4,856 ( 8,014 ) ( 47,169 )

Cash and cash equivalents at beginning of year 44,605 52,619 99,788

Cash and cash equivalents at end of year $ 49,461 $ 44,605 $ 52,619

Supplemental disclosures of cash flow information:

30 unchanged sentences

• for which discrete financial information is available.

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.

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 manage our business through three operating segments – billboard, logo and transit advertising.

We rent advertising space on billboards, buses, shelters, benches, logo plates and in airport terminals.

Property, plant and equipment are stated at cost.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

LAMAR ADVERTISING COMPANY

2 unchanged sentences

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

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

2 unchanged sentences

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 has identified three reporting units, billboard operations, transit 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.

19 unchanged sentences

Transaction costs for transactions determined to be a business combination are expensed as incurred.

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

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(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.

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.

29 unchanged sentences

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

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 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

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(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.

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.

12 unchanged sentences

Non-cash compensation expense recognized during the years ended December 31, 2024, 2023, and 2022 was $ 44,525 , $ 22,649 and $ 23,136 , 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.

The $ 44,525 expensed during the year ended December 31, 2024 consists of (i) $ 5,072 related to stock options and the employee stock purchase plan, (ii) $ 24,711 related to stock grants made under the Company’s performance-based stock incentive program in 2024, (iii) $ 13,996 related to LTIP Units issued to the Company's executive officers, and (iv) $ 745 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.

4 unchanged sentences

The allowance for doubtful accounts is estimated based on historical collections, accounts receivable aging, economic indicators, and expected future trends.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(p) Foreign Currency Translation

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

Foreign currency translation adjustments are recorded as a component of

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

14 unchanged sentences

(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.

On July 12, 2021, Lamar invested $ 30,000 to acquire a 20 % minority interest in Vistar Media, Inc.

("Vistar"), 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, 2024, 2023 and 2022, related to this investment, the Company recorded $ 5,298 , $ 4,107 and $ 4,284 , respectively, in equity in earnings of investee on the Consolidated Statements of Income and Comprehensive Income.

See Note 23, "Subsequent Events" for additional information regarding the Company's interest in Vistar.

(v) Subsequent Events

The Company has performed an evaluation of subsequent events through the date on which the financial statements are issued.

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

LAMAR ADVERTISING COMPANY

2 unchanged sentences

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

lease under ASC 842 and are therefore accounted for under ASC 606.

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 lease under ASC 842 and are therefore accounted for under ASC 606.

The contract revenues are recognized ratably over their contract life.

3 unchanged sentences

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.

Revenue for production contracts is recognized under ASC 606.

Contract revenues for production services are recognized upon satisfaction of the contract which is typically less than one week.

23 unchanged sentences

During the year ended December 31, 2024, the Company completed several acquisitions of outdoor advertising assets for a total purchase price of $ 45,393 .

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.

Each of these asset purchases 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 relative fair value estimates at the dates of acquisition.

LAMAR ADVERTISING COMPANY

4 unchanged sentences

Property, plant and equipment $ 10,600

Goodwill ( 50 )

Site locations 28,346

6 unchanged sentences

Operating lease liabilities ( 1,586 )

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.

Total acquired intangible assets for the year ended December 31, 2024 were $ 30,210 .

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

1 unchanged sentence

The aggregate amortization expense related to the 2024 acquisitions for the year ended December 31, 2024 was $ 1,214 .

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.

The following unaudited pro forma financial information for the Company gives effect to the 2023 and 2022 acquisitions as if they had occurred on January 1, 2022.

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.

Net revenues $ 2,117,677 $ 2,074,229

Net income applicable to common stock $ 490,936 $ 430,515

Net income per common share — basic $ 4.82 $ 4.24

Net income per common share — diluted $ 4.81 $ 4.24

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 .

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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 .

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 $ 34,066 , $ 28,130 and $ 30,458 , respectively.

As discussed above, we finalized this fair value allocation during 2023.

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.

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

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

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.

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 approximately $ 14,605 .

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.

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

The intangible assets include customer lists and contracts of $ 11,061 ( 7 year weighted average useful life) and site locations of $ 90,152 ( 15 year weighted

LAMAR ADVERTISING COMPANY

2 unchanged sentences

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

average useful life).

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

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

(4) Non-cash Financing and Investing Activities

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

For the years ended December 31, 2024 and 2022, the Company had non-cash investing activities that resulted in an increase to the asset retirement obligation balance and the carrying value of the related property, plant and equipment in the amount of $ 215,899 and $ 110,321 , respectively, related to the revision in estimate of the Company's asset retirement obligation.

For the years ended December 31, 2024, 2023 and 2022, there were non-cash investing and financing activities for the recognition of ROU assets and lease liabilities at lease commencement as disclosed in Note 7, "Leases".

(5) Property, Plant and Equipment

29 unchanged sentences

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

Goodwill acquired during the year 99,003

Purchase price adjustments and other 2

26 unchanged sentences

During the year ended December 31, 2023, we had base operating lease costs of $ 311,640 and variable operating lease costs of $ 60,147 , for a total operating lease cost of $ 371,787 .

During the year ended December 31, 2021, we had base operating lease costs of $ 290,036 and variable lease costs of $ 51,628 , for a total operating lease cost of $ 341,664 .

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 .

Our operating lease costs are recorded in direct advertising expenses (exclusive of depreciation and amortization).

Also, for the years ended December 31, 2023, 2022 and 2021, we recorded a (gain) loss of ($ 295 ), ($ 824 ) and $ 241 respectively, in gain on disposition of assets related to the amendment and termination of lease agreements.

Also, for the years ended December 31, 2024, 2023 and 2022, we recorded a gain of $ 403 , $ 295 and $ 824 respectively, in gain on disposition of assets related to the amendment and termination of lease agreements.

Cash payments of $ 320,053 , $ 310,863 and $ 298,831 were made reducing our operating lease liabilities for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in cash flows provided by operating activities in the Consolidated Statements of Cash Flows.

2 unchanged sentences

We recorded $ 10,439 , $ 10,189 and $ 7,478 in direct advertising expenses (exclusive of depreciation and amortization) for these agreements during the years ended December 31, 2024, 2023 and 2022, respectively.

Our operating leases have a weighted-average remaining lease term of 12.2 years.

The weighted-average discount rate of our operating leases is 5.2 %.

During the years ended December 31, 2024 and 2023, we obtained $ 24,627 and $ 24,999 ,

LAMAR ADVERTISING COMPANY

2 unchanged sentences

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

Our operating leases have a weighted-average remaining lease term of 12.4 years.

The weighted-average discount rate of our operating leases is 5.0 %.

During the years ended December 31, 2023 and 2022, we obtained $ 24,999 and $ 79,095 , respectively, of leased assets in exchange for new operating lease liabilities, which includes liabilities obtained through acquisitions.

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 $ 5,068 and $ 10,635 reduction to operating lease liabilities for the years ended December 31, 2024 and 2023, respectively.

11 unchanged sentences

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, 2023, 2022 and 2021, non-lease variable transit payments were $ 87,688 , $ 78,877 and $ 47,054 , respectively.

For the years ended December 31, 2024, 2023 and 2022, non-lease variable transit expenses were $ 97,099 , $ 87,688 and $ 78,877 , respectively.

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

62 unchanged sentences

The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (the “senior credit facility”), consists of (i) a $ 750,000 senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No.

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

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) 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.

15 unchanged sentences

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 Term A loans were set to mature on February 6, 2025 with no required amortization payments prior to maturity and bore 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 bore interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 % (or the Adjusted Term SOFR Rate plus 1.25 % at any time the Total Debt Ratio is less than or equal to 3.25 to 1).

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

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

Lamar Media borrowed all $ 350,000 in Term A loans on July 29, 2022.

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.

The Term A loans were subsequently repaid in full on July 31, 2024.

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

8 unchanged sentences

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

as administrative agent and the lenders party thereto.

Amendment No.

4 extends the maturity date of Lamar Media's $ 750,000

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(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;

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.

31 unchanged sentences

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.

The Accounts Receivable Securitization Program was set to mature on July 21, 2025, but was subsequently extended to October 15, 2027 by the Seventh Amendment to the Receivables Financing Agreement dated October 15, 2024;

provided, that, if on the date (a “Securitization Springing Maturity Test Date”) that is 91 days prior to the then scheduled maturity date of Lamar Media’s Term Loan B loans (which is currently February 6, 2027), (a) any of the outstanding Term B loans has a scheduled maturity date prior to the date that is 91 days prior to the then scheduled maturity date of Lamar Media’s revolving credit facility (which is currently July 31, 2028) and (b) the Company and its restricted subsidiaries do not have sufficient liquidity (defined as (i) unused commitments under the revolving credit facility plus (ii) unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus (iii) borrowing availability under the Accounts Receivable Securitization Program) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the Term Loan B loans, then the Accounts Receivable Securitization Program will mature on such Securitization Springing Maturity Test Date.

Lamar Media may amend the facility to further 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.

As of December 31, 2024, there was $ 250,000 outstanding aggregate borrowings under the Accounts Receivable Securitization Program.

1 unchanged sentence

The commitment fees based on the amount of unused commitments under the Accounts Receivable Securitization Program were immaterial during the year ended December 31, 2024.

The Accounts Receivable Securitization Program will mature on July 21, 2025.

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

The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore:

1 unchanged sentence

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.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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”).

4 unchanged sentences

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.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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.

7 unchanged sentences

The institutional private placement on May 13, 2020 resulted in net proceeds to Lamar Media of approximately $ 395,000 .

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.

3 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

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.

Exchange Offers

In October 2020, the Company completed a subsequent exchange offer with respect to each of the 4 % Notes, 3 3/4% Notes, and 4 7/8% Notes, in each case, for substantially identical notes registered under the Securities Act of 1933, as amended.

In September 2021, the Company completed a subsequent exchange offer with respect to the 3 5/8% Notes for substantially identical notes registered under the Securities Act of 1933, as amended.

Debt Repurchase Program

The Company’s Board of Directors has 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 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026.

There were no repurchases under the program as of December 31, 2024.

LAMAR ADVERTISING COMPANY

2 unchanged sentences

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

the 3 5/8% Notes, in whole or in part, in cash at redemption prices specified in the 3 5/8% Notes.

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 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.

(10) Asset Retirement Obligation

22 unchanged sentences

$ 462,967 $ 293,423 $ 349,449

The increase in the amount of depreciation and amortization expense excluded from direct advertising expense for the year ended December 31, 2024 is due to the revision in the removal cost estimate included in the calculation of asset retirement obligations during the 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

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.

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(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 consists of the following:

15 unchanged sentences

$ 14,240 $ 3,212 $ 17,452

As of December 31, 2024, the Company had income taxes receivable of $ 2,104 which was recorded within other current assets on the Consolidated Balance Sheets.

As of December 31, 2024 and 2023, the Company had income taxes payable of $ 199 and $ 36 , respectively, which was recorded within accrued expenses on the Consolidated Balance Sheets.

18 unchanged sentences

( 55 ) ( 95 ) ( 84 )

Jurisdictional tax rate change ( 5,417 ) — —

Other differences, net (d)

1 unchanged sentence

Income tax expense $ 4,531 $ 9,782 $ 17,452

(a) Includes dividend paid deduction of $ 121,466 , $ 107,137 and $ 106,129 for the tax years ended December 31, 2024, 2023 and 2022, respectively.

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(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, 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.

(b) For the years ended December 31, 2024, 2023 and 2022, a non-cash valuation allowance of $ 548 , $ 875 and ($ 14,984 ), respectively, was recorded to income tax expense (benefit) 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.

For the years ended December 31, 2024, 2023 and 2022, we recognized a deferred tax benefit of $ 55 , $ 95 and $ 84 , respectively, for future foreign withholding taxes related to undistributed earnings.

(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.

1 unchanged sentence

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.

As a result, for the year ended December 31, 2022, a cash expense of $ 5,068 was recorded to income tax expense.

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:

4 unchanged sentences

Charitable contributions carry forward — 2

Intangibles 785 —

Gross deferred tax assets 5,158 6,676

10 unchanged sentences

As of December 31, 2024, we have approximately $ 8,627 of U.S.

net operating loss carry forwards to offset future taxable income.

Of this amount, $ 12,399 is subject to Internal Revenue Code §382 limitation but will be available to be fully utilized by no later than 2027.

net operating loss carry forwards to offset future taxable income all of which 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 2032 through 2037.

In addition, we have $ 1,205 of various credits available to offset future U.S.

federal income tax.

As of December 31, 2024, we have approximately $ 1,427,833 of state net operating loss carry forwards before valuation allowances.

1 unchanged sentence

In addition, we have $ 47 of various credits available to offset future state income tax.

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, 2024, we had approximately $ 11,867 of Canadian net operating loss carry forwards before valuation allowances.

1 unchanged sentence

These carry forwards expire between 2026 and 2044.

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

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(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 and 2033.

In addition, we have $ 688 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.

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.

forwards governed by the tax code.

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, 2023 and 2022 was an increase (decrease) of $ 898 and ($ 14,664 ), respectively.

As a result, management has determined that a valuation allowance related to Canada net operating loss carry forwards and other deferred tax assets is necessary.

The valuation allowance for Canada deferred tax assets as of December 31, 2024 and 2023 was $ 3,402 and $ 1,235 , respectively.

For this same reason, there was also a valuation allowance for Puerto Rico deferred tax assets as of December 31, 2023 of $ 4,098 .

Our Puerto Rico subsidiaries were dissolved during the year ended December 31, 2024.

The net change in the total valuation allowance for the years ended December 31, 2024 and 2023 was a (decrease) increase of $( 1,931 ) and $ 898 , 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.

12 unchanged sentences

Balance as of December 31, 2023 $ 4,432

Included in the balance of unrecognized benefits at December 31, 2023 is $ 4,432 of tax benefits that, if recognized in future periods, would impact our effective tax rate.

During the years ended December 31, 2023 and 2022, we recognized interest and penalties of $ 76 and $ 212 , respectively, as a component of income tax expense in connection with our liabilities related to uncertain tax positions.

Additions for tax positions related to current year 71

Additions for tax positions related to prior years 317

Reductions for tax positions related to prior years ( 1,396 )

Lapse of statute of limitations ( 798 )

Balance as of December 31, 2024 $ 2,626

As of December 31, 2024, 2023, and 2022, there are $ 2,626 , $ 4,432 , and $ 5,544 of unrecognized tax benefits that, if recognized would impact our effective tax rate.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

During the year ended December 31, 2024, we recognized a benefit to interest and penalties of $ 71 .

During the years ended December 31, 2023, and 2022, we recognized $ 76 and $ 212 of expense in interest and penalties, respectively.

The Company had $ 1,325 and $ 1,396 of interest and penalties accrued at December 31, 2024 and 2023, respectively.

Within the next twelve months, we expect to decrease our unrecognized tax benefits by approximately $ 1,560 as a result of the expiration of statute of limitations.

5 unchanged sentences

With respect to Canada and Puerto Rico, we are no longer subject to income tax audits for years before 2021 and 2020, respectively.

As of January 1, 2024, we and our subsidiaries are subject to the OECD Pillar Two Rules.

The Pillar Two Rules can potentially lead to additional taxes when the effective tax rate (as defined by the Pillar Two Rules) in a jurisdiction is below 15%.

While it is uncertain whether the U.S.

will enact Pillar Two legislation, Canada where the Company operates has enacted

LAMAR ADVERTISING COMPANY

2 unchanged sentences

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

Pillar Two legislation.

The Pillar Two Rules, however, do not apply to “Excluded Entities” considered “Real Estate Investment Vehicles” and certain subsidiaries of Excluded Entities.

The majority of our entities qualify as excluded entities.

For those entities not considered Excluded Entities, Pillar Two did not have a material impact on the Company’s effective tax rate or the Company’s Consolidated Statements of Operations and Comprehensive Loss.

(13) Related Party Transactions

15 unchanged sentences

The Company had $ 162 and $ 274 receivables from employees or executive officers at December 31, 2024 and 2023, 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.

On July 12, 2021, Lamar invested $ 30,000 to acquire a 20 % minority interest in Vistar, a leading global developer of programmatic technology for the digital out-of-home sector.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized revenue of $ 25,333 , $ 12,050 and $ 13,074 , respectively, from advertisements generated through Vistar's programmatic technology platform.

We also incurred expenses of $ 1,134 , $ 1,167 and $ 880 related to these advertisements for the years ended December 31, 2023, 2022 and 2021, respectively.

We also incurred expenses of $ 2,499 , $ 1,134 and $ 1,167 related to these advertisements and other digital technology agreements with Vistar for the years ended December 31, 2024, 2023 and 2022, respectively.

See Note 23, "Subsequent Events" for additional information regarding the Company's interest in Vistar.

(14) Stockholders’ Equity

9 unchanged sentences

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

No dividend may be

LAMAR ADVERTISING COMPANY

2 unchanged sentences

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

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.

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 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 July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering agreement, (the "2024 Sales Agreement") with J.P.

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

and Scotia Capital (USA) Inc.

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

as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms which expired by its terms on June 21, 2024.

Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $ 400,000 , through the Sales Agents as either agents or principals.

1 unchanged sentence

The Company has no obligation to sell any of the Class A common stock under the 2024 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement.

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

As of December 31, 2024, no shares of our Class A common stock have been sold under the 2024 Sales Agreement or were sold under the prior Sales Agreement and accordingly $ 400,000 remained available to be sold under the 2024 Sales Agreement as of December 31, 2024.

On July 24, 2024, the Company filed an automatically effective shelf registration statement that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its Class A common stock.

The shelf registration statement replaced a prior shelf registration statement which expired.

As of December 31, 2024, the Company did not issue any shares under its shelf registration statements.

The Company’s Board of Directors has authorized the repurchase of up to $ 250,000 of the Company’s Class A common stock.

On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026.

There were no repurchases under the program as of December 31, 2024.

7 unchanged sentences

As of December 31, 2024 and 2023, the Company recorded a liability, in accrued expenses, of $ 16,404 and $ 7,936 , respectively, related to its equity incentive awards affected by this amendment.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

We use a Black-Scholes-Merton option pricing model to estimate the fair value of share-based awards.

3 unchanged sentences

We have determined there were no meaningful differences in employee activity under our ESPP due to the nature of the plan.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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.

22 unchanged sentences

Forfeited — —

Expired ( 1,800 ) 84.09

Outstanding, end of year 323,440 $ 92.67 6.32

2 unchanged sentences

Shares available for future stock option, LTIP Units and restricted share grants to employees and directors under existing plans were 1,463,374 at December 31, 2024.

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.

The aggregate intrinsic value of options outstanding as of December 31,

LAMAR ADVERTISING COMPANY

2 unchanged sentences

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

2024 was $ 9,586 and the aggregate intrinsic value of options exercisable was $ 7,738 .

Total intrinsic value of options exercised was $ 4,627 for the year ended December 31, 2024.

Information regarding LTIP Units under the 1996 Plan for the year ended December 31, 2024 is as follows:

3 unchanged sentences

Exercised — —

Forfeited ( 35,200 ) 102.03

Outstanding, end of year 260,800 $ 104.64

Vested at end of year 140,800 $ 93.87

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.

At December 31, 2024 there was $ 2,346 of unrecognized compensation cost related to LITP Units granted which is expected to be recognized in the first quarter of 2025.

The fair value of LTIP Units granted and vested as of December 31, 2024 was $ 27,291 and $ 13,216 , respectively, based on the weighted average grant date fair value per unit.

9 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 2024.

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 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 2024 results and are issued in the first quarter of 2025.

The shares subject to these awards generally can range from a minimum of 0 % to a maximum of 120 % of the target number of shares depending on the level at which the goals are attained.

Under the 1996 Plan, the Company's Compensation Committee may also award additional shares in its discretion based on other factors, which awards, if any, for 2025, will also be issued in the first quarter of 2025.

Based on the Company’s performance measures achieved through December 31, 2024, the Company recorded $ 24,711 , $ 11,677 and $ 11,545 as stock-based compensation expense related to these agreements for the years ended December 31, 2024, 2023 and 2022, 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.

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.

In addition to stock 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 generally mirrors the performance criteria applicable to the Company's performance-based compensation, as described above.

The Compensation Committee may also make discretionary grants of LTIP Units based on other factors.

LTIP Units are a class of units intended to qualify as "profits interests" of the OP.

The LTIP Units convert into Common Units of the OP upon the occurrence of certain events.

Common Units are redeemable by the holder for shares of the Company's Class A common stock after a holding period of twelve months, or may be paid out in cash at the option of the general partner of the OP.

As of 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.

Common Units are redeemable by the holder for shares of the Company's Class A common stock after a holding period

LAMAR ADVERTISING COMPANY

2 unchanged sentences

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

of twelve months, or may be paid out in cash at the option of the general partner of the OP.

As of December 31, 2024, the OP issued a total of 260,800 LTIP Units to the Company's executive officers, of which 140,800 LTIP units have vested.

For the years ended December 31, 2024 and 2023, the Company recorded $ 13,996 and $ 5,347 , respectively, as stock-based compensation expense related to these LTIP Units.

Restricted stock compensation .

Annually, each non-employee director automatically receives a restricted stock award of our Class A common stock upon election or re-election.

The awards vest 50 % on grant date and 50 % on the last day of the directors' one year term.

For the years ended December 31, 2024 and 2023, the Company recorded $ 746 and $ 715 , respectively, in stock-based compensation expense related to these awards.

(16) Benefit Plans

3 unchanged sentences

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, 2023, the Company maintained $ 5,537 in letters of credit with a bank to meet requirements of the Company’s worker’s compensation and general liability insurance carrier.

As of December 31, 2024 and 2023, the Company maintained $ 5,537 for both years 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

20 unchanged sentences

The following is a summary of the minimum payments related to these agreements.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

2025 $ 50,092

4 unchanged sentences

Thereafter $ 39,837

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Legal matters

18 unchanged sentences

All other revenues from external customers and long-lived assets relate to domestic operations.

(21) Segment Reporting

The Company revised its segment information to reflect the adoption of ASU 2023-07 and certain changes resulting from our periodic review of factors relevant to how the chief operating decision maker (CODM) assesses performance and allocates resources in accordance with FASB ASC 280, Segment Reporting.

As described in Note 1, we currently manage our

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

operations through three operating segments - billboard, logo, and transit advertising.

Logo and transit advertising do not meet the criteria to be reportable segments, and accordingly, are included in Other.

We define the term CODM to be our executive management group, which consists of our Executive Chairman, President and Chief Executive Officer, and Chief Financial Officer.

Net revenues, advertising expenses and segmented adjusted EBITDA are used to monitor expected versus actual results.

Total advertising expenses is the expense category regularly provided to the CODM.

There are no other expenses regularly provided to the CODM that are used to manage the segment's operations.

Total advertising expenses is defined as direct advertising expenses and general and administrative expenses excluding stock-based compensation expense and capitalized contract fulfillment costs.

Segment Adjusted EBITDA is the profitability metric reported to the Company's CODM for purposes of assessing the performance of each operating segment as well as to make decisions related to invested capital, personnel, operational improvement or training, or to allocate other company resources.

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

Segment information for total assets is not presented as this information is not used by the Company’s CODM in measuring segment performance or allocating resources between segments.

The following table presents our financial performance by segment:

2024 2023 2022

Net revenues:

Billboard $ 1,956,176 $ 1,877,823 $ 1,813,995

Other 250,927 233,164 218,145

Total net revenues $ 2,207,103 $ 2,110,987 $ 2,032,140

Advertising expenses:

Billboard $ 870,629 $ 852,912 $ 829,287

Other 200,790 176,985 174,702

Total advertising expenses $ 1,071,419 $ 1,029,897 $ 1,003,989

Segmented adjusted EBITDA:

Billboard adjusted EBITDA $ 1,085,547 $ 1,024,911 $ 984,708

Other adjusted EBITDA 50,137 56,179 43,443

Corporate expenses (a)

( 102,526 ) ( 95,366 ) ( 90,072 )

Adjusted EBITDA $ 1,033,158 $ 985,724 $ 938,079

(a) Corporate operations are not an operating segment.

Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Reconciliation of adjusted EBITDA to income before income tax expense:

2024 2023 2022

Adjusted EBITDA $ 1,033,158 $ 985,724 $ 938,079

Stock-based compensation expense ( 44,525 ) ( 22,649 ) ( 23,136 )

Capitalized contract fulfillment costs, net 317 308 555

Depreciation and amortization ( 462,967 ) ( 293,423 ) ( 349,449 )

Gain on disposition of assets 6,057 5,474 15,721

Equity in earnings of investee 5,094 3,696 4,315

Interest expense, net ( 169,394 ) ( 172,397 ) ( 126,217 )

Loss on debt extinguishment ( 270 ) ( 115 ) —

Transaction expenses — — ( 3,769 )

Income before income tax expense $ 367,470 $ 506,618 $ 456,099

(22) New Accounting Pronouncements

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.

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

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures , which requires companies to disclose significant segment expenses and other segment items that impact each reported measure of segment income or loss.

This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company has adopted this guidance effective for the year ended December 31, 2024.

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.

This guidance is effective for public entities for fiscal years beginning after December 15, 2024.

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

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires disclosures about specific types of expenses included in expense captions presented on the face of the Consolidated Statement of Income and Comprehensive Income.

This guidance is effective for public entities for fiscal years beginning after December 15, 2026.

The Company is currently reviewing this guidance and its impact on the Company's consolidated financial statements.

(23) Subsequent Event

On February 3, 2025 T-Mobile USA, Inc.

acquired 100 % of Vistar (the "Sale").

In connection with the closing of the Sale, the Company received $ 115,112 in cash as consideration for the sale of its 20 % equity interest in Vistar.

Up to an additional $ 15,086 of consideration for the Sale may be received by the Company in the future, upon release of the remaining purchase price for the Sale from escrow in connection with satisfaction of certain post-closing conditions.

The Company expects to recognize an initial gain of approximately $ 68,000 related to the transaction, and will account for any amounts to be received in the future as contingent gains, to be recognized upon receipt of such cash amounts.

LAMAR ADVERTISING COMPANY

3 unchanged sentences

(In thousands)

of Period Charged to

of Year Charged to

Expenses Deductions Balance at

54 unchanged sentences

(5) Includes non-cash amounts of $ 211,246 , $ 1,186 and $ 103,019 at December 31, 2024, 2023 and 2022, 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

(6) Includes preliminary allocation of assets acquired during 2022

(7) Includes non-cash amounts of $ 72 , $ 3,052 and $ 11,132 at December 31, 2024, 2023 and 2022, respectively

76 unchanged sentences

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 related to the Company’s billboard land lease process, including controls

related to 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.

83 unchanged sentences

Net income $ 363,507 $ 497,333 $ 439,149

Other comprehensive income (loss), net of tax

Other comprehensive (loss) income, net of tax

Foreign currency translation adjustments ( 2,526 ) 231 ( 1,514 )

20 unchanged sentences

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

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

Foreign currency translations — — 231 — — 231

31 unchanged sentences

Other assets ( 7,424 ) ( 3,363 ) 2,711

(Decrease) increase in:

Increase (decrease) in:

Trade accounts payable 3,262 ( 307 ) 1,176

6 unchanged sentences

Acquisitions ( 45,393 ) ( 138,961 ) ( 479,766 )

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

Decrease in notes receivable 65 62 12,124

Proceeds from disposition of assets and investments 7,051 15,649 6,480

Proceeds from disposition of assets 5,706 7,051 15,649

Cash flows used in investing activities ( 164,906 ) ( 310,119 ) ( 619,071 )

8 unchanged sentences

Debt issuance costs ( 464 ) ( 2,951 ) ( 1,583 )

Proceeds received from note offering — — 550,000

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

Payment on senior credit facility term loans ( 350,000 ) — —

Distributions to non-controlling interest ( 1,655 ) ( 1,056 ) ( 814 )

3 unchanged sentences

Effect of exchange rate changes in cash and cash equivalents ( 423 ) 127 ( 391 )

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

Cash and cash equivalents at end of period $ 44,105 $ 52,119 $ 99,288

Net increase (decrease) in cash and cash equivalents 4,856 ( 8,014 ) ( 47,169 )

Cash and cash equivalents at beginning of year 44,105 52,119 99,288

Cash and cash equivalents at end of year $ 48,961 $ 44,105 $ 52,119

Supplemental disclosures of cash flow information:

24 unchanged sentences

(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.

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, LLC, Interstate Logos, L.L.C., Lamar Obie Company, LLC, Lamar Canadian Outdoor Company, Lamar QRS Receivables, LLC, Fairway Media Group, LCC, Ashby Street Outdoor Holdings, LLC, SkyHigh Murals - Colossal Media, LLC and their majority-owned subsidiaries.

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

(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.

18 unchanged sentences

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

Goodwill acquired during the year 99,003

Purchase price adjustments and other 2

6 unchanged sentences

Interest 22,837 23,322

Insurance benefits 10,972 10,801

Accrued variable lease and contract expense 34,416 30,375

48 unchanged sentences

As of December 31, 2024 and 2023, there was a payable to Lamar Advertising Company, its parent, in the amount of $ 77 and $ 1,009 , respectively.

Effective December 31, 2023 and 2022, Lamar Advertising Company contributed $ 42,627 and $ 60,273 , respectively, to Lamar Media which resulted in an increase in Lamar Media’s additional paid-in capital.

Effective December 31, 2024 and 2023, Lamar Advertising Company contributed $ 57,028 and $ 42,627 , respectively, to Lamar Media which resulted in an increase in Lamar Media’s additional paid-in capita l.

LAMAR MEDIA CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(7) Summarized Financial Information of Subsidiaries

Separate condensed consolidating financial information for Lamar Media, subsidiary guarantors and non-guarantor subsidiaries are presented below.

Summarized financial information for Lamar Media, subsidiary guarantors and non-guarantor subsidiaries is presented below.

Lamar Media and its subsidiary guarantors have fully and unconditionally guaranteed Lamar Media’s obligations with respect to its publicly issued notes.

All guarantees are joint and several.

As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information.

The following condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes.

The condensed consolidating financial information is provided as an alternative to providing separate financial statements for guarantor subsidiaries.

Separate financial statements of Lamar Media’s subsidiary guarantors are not included because the guarantees are full and unconditional and the subsidiary guarantors are 100% owned and jointly and severally liable for Lamar Media’s outstanding publicly issued notes.

As a result of these guarantee arrangements, we are required to present the following summarized financial information.

The following summarized financial information should be read in conjunction with the accompanying consolidated financial statements and notes.

Separate financial statements of Lamar Media’s subsidiary guarantors are not included because the guarantors are each a consolidated subsidiary of Lamar Media, Lamar Media’s consolidated financial statements have been filed, and the guaranteed securities are debt securities with Lamar Media as the issuer.

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, 2023

Summarized Balance Sheet as of December 31, 2024

Lamar Media Corp.

Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated

Total current assets $ 33,875 $ 28,905 $ 309,906 $ — $ 372,686

Net property, plant and equipment — 1,548,946 17,524 — 1,566,470

Operating lease right of use assets — 1,281,503 33,930 — 1,315,433

Intangibles and goodwill, net — 3,179,107 16,979 — 3,196,086

Other assets 4,596,516 349,680 249,662 ( 5,099,653 ) 96,205

Total assets $ 4,630,391 $ 6,388,141 $ 628,001 $ ( 5,099,653 ) $ 6,546,880

LIABILITIES AND STOCKHOLDER'S EQUITY

Current assets $ 38,950 $ 52,617 $ 333,201 $ — $ 424,768

Noncurrent assets 4,302,475 6,368,402 297,831 ( 4,823,669 ) 6,145,039

Current liabilities 50,707 444,841 272,265 — 767,813

Current maturities of long-term debt $ — $ 398 $ 249,620 $ — $ 250,018

Current operating lease liabilities — 202,992 7,576 — 210,568

Other current liabilities 45,225 184,018 14,337 — 243,580

Total current liabilities 45,225 387,408 271,533 — 704,166

Long-term debt 3,089,874 1,235 — — 3,091,109

Operating lease liabilities — 1,050,330 24,955 — 1,075,285

Other noncurrent liabilities 285,929 424,532 343,253 ( 587,171 ) 466,543

Total liabilities 3,421,028 1,863,505 639,741 ( 587,171 ) 5,337,103

Stockholder's equity 1,209,363 4,524,636 ( 11,740 ) ( 4,512,482 ) 1,209,777

Total liabilities and stockholder's equity $ 4,630,391 $ 6,388,141 $ 628,001 $ ( 5,099,653 ) $ 6,546,880

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, 2022

Noncurrent liabilities 3,249,628 1,738,404 384,695 ( 612,672 ) 4,760,055

Non-controlling interest — 1,770 ( 921 ) — 849

Summarized Balance Sheet as of December 31, 2023

Lamar Media Corp.

Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated

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 assets $ 33,875 $ 28,905 $ 309,906 $ — $ 372,686

Noncurrent assets 4,596,516 6,359,236 318,095 ( 5,099,653 ) 6,174,194

Current liabilities 45,225 387,408 271,533 — 704,166

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

Noncurrent liabilities 3,375,803 1,476,097 368,208 ( 587,171 ) 4,632,937

Non-controlling interest — 964 ( 550 ) — 414

LAMAR MEDIA CORP.

2 unchanged sentences

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

Condensed Consolidating Statements of Income and Comprehensive Income

for the Year Ended December 31, 2023

Summarized Statements of Income and Comprehensive Income for the Year Ended December 31, 2024

Lamar Media Corp.

Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated

Statement of Income

Net revenues $ — $ 2,159,755 $ 49,840 $ ( 2,492 ) $ 2,207,103

Operating expenses (income) — 1,626,780 50,207 ( 2,492 ) 1,674,495

Direct advertising expenses (1)

— 667,962 31,518 ( 2,681 ) 696,799

General and administrative expenses (1)

— 336,623 8,157 — 344,780

Corporate expenses (1)

— 104,023 1,505 — 105,528

Depreciation and amortization — 289,257 4,166 — 293,423

Gain on disposition of assets — ( 5,476 ) 2 — ( 5,474 )

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

Operating income (loss) — 532,975 ( 367 ) — 532,608

Loss on extinguishment of debt 115 — — — 115

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

Interest expense (income), net 159,489 ( 1,934 ) 14,842 — 172,397

Equity in earnings of investee — ( 3,696 ) — — ( 3,696 )

Income (loss) before income tax expense 496,260 682,841 ( 16,122 ) ( 655,864 ) 507,115

Income tax expense (2)

— 9,511 271 — 9,782

Net income (loss) 362,435 530,522 ( 10,804 ) ( 518,646 ) 363,507

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

Net income (loss) attributable to controlling interest $ 362,435 $ 529,937 $ ( 11,291 ) $ ( 518,646 ) $ 362,435

Statement of Comprehensive Income

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

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.

(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.

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

Summarized Statements of Income and Comprehensive Income for the Year Ended December 31, 2023

Lamar Media Corp.

Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated

Statement of Income

Net revenues $ — $ 2,069,600 $ 44,068 $ ( 2,681 ) $ 2,110,987

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

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

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

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

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

Statement of Comprehensive Income

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

Summarized 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

Net revenues $ — $ 1,992,900 $ 41,789 $ ( 2,549 ) $ 2,032,140

Operating expenses (income) — 1,425,150 31,036 ( 2,549 ) 1,453,637

Operating income (loss) — 567,750 10,753 — 578,503

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.

Net income (loss) attributable to controlling interest $ 439,149 $ 561,626 $ ( 81 ) $ ( 561,545 ) $ 439,149

LAMAR MEDIA CORP.

2 unchanged sentences

(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)

(8) Segment Reporting

The following table presents our financial performance by segment:

2024 2023 2022

General and administrative expenses (1)

Net revenues:

Billboard $ 1,956,176 $ 1,877,823 $ 1,813,995

Other 250,927 233,164 218,145

Total net revenues $ 2,207,103 $ 2,110,987 $ 2,032,140

Advertising expenses:

Billboard $ 870,629 $ 852,912 $ 829,287

Other 200,790 176,985 174,702

Total advertising expenses $ 1,071,419 $ 1,029,897 $ 1,003,989

Adjusted EBITDA:

Billboard adjusted EBITDA $ 1,085,547 $ 1,024,911 $ 984,708

Other adjusted EBITDA 50,137 56,179 43,443

Corporate expenses (a)

( 101,958 ) ( 94,869 ) ( 89,570 )

Corporate expenses (1)

Adjusted EBITDA $ 1,033,726 $ 986,221 $ 938,581

(a) Corporate operations are not an operating segment.

Reconciliation of adjusted EBITDA to income before income tax expense:

2024 2023 2022

Adjusted EBITDA $ 1,033,726 $ 986,221 $ 938,581

Non-cash compensation expense ( 44,525 ) ( 22,649 ) ( 23,136 )

Capitalized contract fulfillment costs, net 317 308 555

Depreciation and amortization ( 462,967 ) ( 293,423 ) ( 349,449 )

Gain on disposition of assets 6,057 5,474 15,721

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

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 5,094 3,696 4,315

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.

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, 2023

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 $ 600,132 $ 924,435 $ ( 34,965 ) $ ( 733,292 ) $ 756,310

Cash flows from investing activities:

Capital expenditures — ( 173,253 ) ( 5,018 ) — ( 178,271 )

Acquisitions — ( 138,961 ) — — ( 138,961 )

Proceeds from disposition of assets and investments — 7,051 — — 7,051

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

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

Decrease in notes receivable — 62 — — 62

Net cash (used in) provided by investing activities ( 154,550 ) ( 305,101 ) ( 5,018 ) 154,550 ( 310,119 )

Cash flows from financing activities:

Proceeds received from revolving credit facility 403,000 — — — 403,000

Payment on revolving credit facility ( 378,000 ) — — — ( 378,000 )

Principal payments on long-term debt — ( 381 ) — — ( 381 )

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

Payment on accounts receivable securitization program — — ( 114,900 ) — ( 114,900 )

Proceeds received from accounts receivable securitization program — — 114,900 — 114,900

Debt issuance costs ( 2,926 ) — ( 25 ) — ( 2,951 )

Intercompany loan (payments) proceeds — ( 23,416 ) 39,005 ( 15,589 ) —

Distributions to non-controlling interest — ( 440 ) ( 616 ) — ( 1,056 )

Dividends (to) from parent ( 516,240 ) ( 733,292 ) — 733,292 ( 516,240 )

Contributions from (to) parent 42,627 138,961 — ( 138,961 ) 42,627

Net cash (used in) provided by financing activities ( 451,539 ) ( 619,899 ) 38,364 578,742 ( 454,332 )

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

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

Cash and cash equivalents at end of period $ 33,772 $ 720 $ 9,613 $ — $ 44,105

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

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

Payment on accounts receivable securitization program — — ( 190,000 ) — ( 190,000 )

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

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:

Acquisitions — ( 312,257 ) — — ( 312,257 )

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 —

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 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 )

Proceeds received from note offering 550,000 — — — 550,000

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

Intercompany loan (payments) proceeds — ( 24,119 ) ( 27,857 ) 51,976 —

Distributions to non-controlling interest — — ( 601 ) — ( 601 )

Contributions from (to) parent 37,548 342,257 — ( 342,257 ) 37,548

Dividends (to) from parent ( 410,875 ) ( 708,341 ) — 708,341 ( 410,875 )

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

Interest expense, net ( 169,394 ) ( 172,397 ) ( 126,217 )

Loss on debt extinguishment ( 270 ) ( 115 ) —

Transaction expenses — — ( 3,769 )

Income before income tax expense $ 368,038 $ 507,115 $ 456,601

LAMAR MEDIA CORP.

3 unchanged sentences

(In thousands)

Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End of Period

Balance at Beginning of Year Charged to Costs and Expenses Deductions Balance at End of Year

Year ended December 31, 2024

51 unchanged sentences

(6) Includes preliminary allocation of assets acquired during 2022 and 2021

(6) Includes preliminary allocation of assets acquired during 2022

(7) Includes non-cash amounts of $ 72 , $ 3,052 and $ 11,132 at December 31, 2024, 2023 and 2022, respectively

3 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