For a further description of these and other risks and uncertainties, the Company encourages you to read carefully Item 1A to the combined Annual Report on Form 10-K for the year ended December 31, ~~2016~~2021 of the Company and Lamar Media (the ~~“2016~~“2021 Combined Form 10-K”), filed on February ~~24, 2017~~25, 2022, and as such risk factors may be further updated or supplemented, from time to time, in our future combined Quarterly Reports on Form ~~10-Q.~~

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	79,355	$	99,788
Receivables, net of allowance for doubtful accounts of $11,388 and $11,195 in 2022 and 2021, respectively	294,840		269,917
Other current assets	30,826		18,902
Total current assets	405,021		388,607
Property, plant and equipment	3,912,020		3,782,288
Less accumulated depreciation and amortization	(2,512,786)		(2,445,014)
Net property, plant and equipment	1,399,234		1,337,274
Operating lease right of use assets	1,236,201		1,224,672
Financing lease right of use assets	14,751		16,890
Goodwill	2,002,747		1,936,426
Intangible assets, net	1,128,358		1,045,177
Other assets	92,207		98,448
Total assets	$	6,278,519	$	6,047,494
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	16,523	$	16,429
Current maturities of long-term debt, net of deferred financing costs of $651 and $585 in 2022 and 2021, respectively	199,722		174,778
Current operating lease liabilities	180,107		198,286
Current financing lease liabilities	1,331		1,331
Accrued expenses	105,374		135,038
Deferred income	140,772		137,103
Total current liabilities	643,829		662,965
Long-term debt, net of deferred financing costs of $33,494 and $36,274 in 2022 and 2021, respectively	3,016,563		2,838,817
Operating lease liabilities	1,007,988		995,356
Financing lease liabilities	16,278		17,277
Deferred income tax liabilities	8,298		6,416
Asset retirement obligation	278,092		269,367
Other liabilities	33,186		40,207
Total liabilities	5,004,234		4,830,405
Stockholders’ equity:
Series AA preferred stock, par value $0.001, $63.80 cumulative dividends, 5,720 shares authorized; 5,720 shares issued and outstanding at 2022 and 2021	—		—
Class A common stock, par value $0.001, 362,500,000 shares authorized; 88,047,081 and 87,540,838 shares issued at 2022 and 2021, respectively; 87,263,385 and 86,852,821 outstanding at 2022 and 2021, respectively	88		88
Class B common stock, par value $0.001, 37,500,000 shares authorized, 14,420,085 shares issued and outstanding at 2022 and 2021	14		14
Additional paid-in capital	2,054,110		2,001,399
Accumulated comprehensive (loss) income	(915)		855
Accumulated deficit	(717,654)		(734,415)
Cost of shares held in treasury, 783,696 and 688,017 shares at 2022 and 2021, respectively	(61,358)		(50,852)
Stockholders’ equity	1,274,285		1,217,089
Total liabilities and stockholders’ equity	$	6,278,519	$	6,047,494

See accompanying notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except share and per share data)

Condensed Consolidated Statements of ~~Cash Flows~~

Stockholders’ Equity

(Unaudited)

~~(In thousands)~~

Nine months ended
September 30,

2017

2016

Cash flows from operating activities:

Net income

$
230,512

$
218,284

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization

155,003

152,729

Stock-based compensation

7,060

19,650

Amortization included in interest expense

3,866

3,993

Gain on disposition of assets and investments

(4,377
)

(12,221
)
Loss on extinguishment of debt

71

3,198

Deferred tax expense (benefit)

259

(150
)
Provision for doubtful accounts

6,009

5,831

Changes in operating assets and liabilities

(Increase) decrease in:

Receivables

(38,083
)

(39,072
)
Prepaid lease expenses

(23,281
)

(21,700
)
Other assets

(4,334
)

5,923

Increase (decrease) in:

Trade accounts payable

401

(761
)
Accrued expenses

(21,768
)

(5,623
)
Other liabilities

9,300

7,745

Net cash provided by operating activities

320,638

337,826

Cash flows from investing activities:

Acquisitions

(119,936
)

(526,029
)
Capital expenditures

(74,446
)

(78,825
)
Proceeds from disposition of assets and investments

3,340

7,753

Decrease in notes receivable

13

16

Net cash used in investing activities

(191,029
)

(597,085
)
Cash flows from financing activities:

Cash used for purchase of treasury stock

(8,997
)

(6,204
)
Net proceeds from issuance of common stock

19,817

18,278

Principal payments on long-term debt

(11,250
)

(15,015
)
Payment on revolving credit facility

(407,000
)

(302,000
)
Proceeds received from revolving credit facility

317,000

408,000

Proceeds received from note offering

—

400,000

Payment on senior credit facility term loans

(247,500
)

(300,000
)
Proceeds received from senior credit facility term loans

450,000

300,000

Debt issuance costs

(4,941
)

(9,391
)
Distributions to non-controlling interest

(415
)

(315
)
Dividends/distributions

(244,201
)

(219,857
)
Net cash (used in) provided by financing activities

(137,487
)

273,496

Effect of exchange rate changes in cash and cash equivalents

1,767

915

Net (decrease) increase in cash and cash equivalents

(6,111
)

15,152

Cash and cash equivalents at beginning of period

35,530

22,327

Cash and cash equivalents at end of period

$
29,419

$
37,479

Supplemental disclosures of cash flow information:

Cash paid for interest

$
104,966

$
91,952

Cash paid for foreign, state and federal income taxes

$
9,969

$
11,023

Condensed Consolidated Statements of Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

On February 9, 2012, Lamar Media completed an institutional private placement of $500,000 aggregate principal amount of 5 7/8% Senior Subordinated Notes, due 2022 (the “5 7/8% Notes”). The institutional private placement resulted in net proceeds to Lamar Media of approximately $489,000.

On or after February 1, 2017, Lamar Media may redeem the 5 7/8% Notes, in whole or in part, in cash at redemption prices specified in the 5 7/8% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 5 7/8% Notes at a price equal to 101% of the principal amount of the 5 7/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

On October 30, 2012, Lamar Media completed an institutional private placement of $535,000 aggregate principal amount of 5% Senior Subordinated Notes due 2023 (the “5% Notes”). The institutional private placement resulted in net proceeds to Lamar Media of approximately $527,100.

At any time prior to May 1, 2018, Lamar Media may redeem some or all of the 5% Notes at a price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest thereon, plus a make-whole premium. On or after May 1, 2018, Lamar Media may redeem the 5% Notes, in whole or in part, in cash at redemption prices specified in the 5% 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 5% Notes at a price equal to 101% of the principal amount of the 5% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

On January 10, 2014, Lamar Media completed an institutional private placement of $510,000 aggregate principal amount of 5 3/8% Senior Notes due 2024 (the “5 3/8% Notes”). The institutional private placement resulted in net proceeds to Lamar Media of approximately $502,300.

At any time prior to January 15, 2019, Lamar Media may redeem some or all of the 5 3/8% Notes at a price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest thereon plus a make-whole premium. On or after January 15, 2019, Lamar Media may redeem the 5 3/8% Notes, in whole or in part, in cash at redemption prices specified in the 5 3/8% 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 5 3/8% Notes at a price equal to 101% of the principal amount of the 5 3/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

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 “5 3/4% Notes”). The institutional private placement resulted in net proceeds to Lamar Media of approximately $394,500.

Lamar Media may redeem up to 35% of the aggregate principal amount of the 5 3/4% Notes, at any time and from time to time, at a price equal to 105.750% 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 February 1, 2019, provided that following the redemption, at least 65% of the 5 3/4% Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. At any time prior to February 1, 2021, Lamar Media may redeem some or all of the 5 3/4% Notes at a price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest thereon plus a make-whole premium. On or after February 1, 2021, Lamar Media may redeem the 5 3/4% Notes, in whole or in part, in cash at redemption prices specified in the 5 3/4% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 5 3/4% Notes at a price equal to 101% of the principal amount of the 5 3/4% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

Notes to Condensed Consolidated ~~Balance Sheets~~

~~(In thousands, except share data)~~

Financial Statements

September 30, 2017

December 31, 2016

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$
28,919

$
35,030

Receivables, net of allowance for doubtful accounts of $11,529 and $9,356 in 2017
   and 2016, respectively

223,088

189,935

Prepaid lease expenses

72,816

48,815

Other current assets

45,187

39,973

Total current assets

370,010

313,753

Property, plant and equipment

3,354,962

3,294,251

Less accumulated depreciation and amortization

(2,174,393
)

(2,111,536
)
Net property, plant and equipment

1,180,569

1,182,715

Goodwill

1,730,318

1,716,207

Intangible assets

668,197

636,685

Other assets

37,731

33,120

Total assets

$
3,986,825

$
3,882,480

LIABILITIES AND STOCKHOLDER’S EQUITY

��

Current liabilities:

Trade accounts payable

$
18,054

$
17,653

Current maturities of long-term debt, net of deferred financing costs of $5,085 and
   $5,459 in 2017 and 2016, respectively

17,415

33,916

Accrued expenses

95,715

131,171

Deferred income

103,670

91,322

Total current liabilities

234,854

274,062

Long-term debt, net of deferred financing costs of $24,888 and $23,510 in 2017 and
   2016, respectively

2,432,014

2,315,267

Deferred income tax liabilities

326

279

Asset retirement obligation

212,141

210,889

Other liabilities

29,536

25,597

Total liabilities

2,908,871

2,826,094

Stockholder’s equity:

Common stock, par value $.01, 3,000 shares authorized, 100 shares issued and
   outstanding at 2017 and 2016

—

—

Additional paid-in-capital

2,825,333

2,783,753

Accumulated comprehensive income (loss)

1,480

(624
)
Accumulated deficit

(1,748,859
)

(1,726,743
)
Stockholder’s equity

1,077,954

1,056,386

Total liabilities and stockholder’s equity

$
3,986,825

$
3,882,480

(Unaudited)

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of ~~Cash Flows~~

Income and Comprehensive Income

(In ~~thousands)~~

thousands, except share and per share data)

Condensed Consolidated Statements of Stockholder's Equity

(In thousands, except share and per share data)

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

(In Thousands, Except for Share Data)

Notes to Condensed Consolidated Financial Statements

(In Thousands, Except for Share Data)

Condensed Consolidating Balance Sheet as of September 30, 2017

Lamar Media Corp.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Lamar Media Consolidated

(unaudited)

ASSETS

Total current assets

$
3,405

$
327,313

$
39,292

$
—

$
370,010

Net property, plant and equipment

—

1,158,402

22,167

—

1,180,569

Intangibles and goodwill, net

—

2,368,590

29,925

—

2,398,515

Other assets

3,575,806

11,450

8

(3,549,533
)

37,731

Total assets

$
3,579,211

$
3,865,755

$
91,392

$
(3,549,533
)

$
3,986,825

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current maturities of long-term debt

$
17,415

$
—

$
—

$
—

$
17,415

Other current liabilities

25,597

168,779

23,063

—

217,439

Total current liabilities

43,012

168,779

23,063

—

234,854

Long-term debt

2,432,014

—

—

—

2,432,014

Other noncurrent liabilities

26,231

215,029

56,898

(56,155
)

242,003

Total liabilities

2,501,257

383,808

79,961

(56,155
)

2,908,871

Stockholders’ equity

1,077,954

3,481,947

11,431

(3,493,378
)

1,077,954

Total liabilities and stockholders’ equity

$
3,579,211

$
3,865,755

$
91,392

$
(3,549,533
)

$
3,986,825

Condensed Consolidating Balance Sheet as of September 30, 2022


	Lamar Media Corp.		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Lamar Media Consolidated
	(unaudited)
ASSETS
Total current assets	$	68,868	$	36,412	$	299,241	$	—	$	404,521
Net property, plant and equipment	—		1,383,688		15,546		—		1,399,234
Operating lease right of use assets	—		1,215,315		20,886		—		1,236,201
Intangibles and goodwill, net	—		3,103,512		16,973		—		3,120,485
Other assets	4,464,953		337,622		212,185		(4,913,425)		101,335
Total assets	$	4,533,821	$	6,076,549	$	564,831	$	(4,913,425)	$	6,261,776
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt	$	—	$	373	$	199,349	$	—	$	199,722
Current operating lease liabilities	—		172,713		7,394		—		180,107
Other current liabilities	22,696		220,083		12,563		—		255,342
Total current liabilities	22,696		393,169		219,306		—		635,171
Long-term debt	3,014,831		1,732		—		—		3,016,563
Operating lease liabilities	—		996,306		11,682		—		1,007,988
Other noncurrent liabilities	230,094		301,228		332,061		(527,529)		335,854
Total liabilities	3,267,621		1,692,435		563,049		(527,529)		4,995,576
Stockholder's equity	1,266,200		4,384,114		1,782		(4,385,896)		1,266,200
Total liabilities and stockholder's equity	$	4,533,821	$	6,076,549	$	564,831	$	(4,913,425)	$	6,261,776

Table of Contents

LAMAR MEDIA CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In Thousands, Except for Share Data)

Condensed Consolidating Balance Sheet as of December 31, 2016

Lamar Media Corp.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Lamar Media Consolidated

ASSETS

Total current assets

$
13,886

$
268,091

$
31,776

$
—

$
313,753

Net property, plant and equipment

—

1,161,205

21,510

—

1,182,715

Intangibles and goodwill, net

—

2,321,160

31,732

—

2,352,892

Other assets

3,453,161

10,379

116

(3,430,536
)

33,120

Total assets

$
3,467,047

$
3,760,835

$
85,134

$
(3,430,536
)

$
3,882,480

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

��

Current maturities of long-term debt

$
33,916

$
—

$
—

$
—

$
33,916

Other current liabilities

38,904

180,107

21,135

—

240,146

Total current liabilities

72,820

180,107

21,135

—

274,062

Long-term debt

2,315,267

—

—

—

2,315,267

Other noncurrent liabilities

22,574

213,916

53,609

(53,334
)

236,765

Total liabilities

2,410,661

394,023

74,744

(53,334
)

2,826,094

Stockholders’ equity

1,056,386

3,366,812

10,390

(3,377,202
)

1,056,386

Total liabilities and stockholders’ equity

$
3,467,047

$
3,760,835

$
85,134

$
(3,430,536
)

$
3,882,480

Condensed Consolidating Balance Sheet as of December 31, 2021


	Lamar Media Corp.		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Lamar Media Consolidated
ASSETS
Total current assets	$	91,119	$	29,379	$	267,609	$	—	$	388,107
Net property, plant and equipment	—		1,321,526		15,748		—		1,337,274
Operating lease right of use assets	—		1,198,934		25,738		—		1,224,672
Intangibles and goodwill, net	—		2,953,600		17,383		—		2,970,983
Other assets	4,188,436		311,046		187,044		(4,576,531)		109,995
Total assets	$	4,279,555	$	5,814,485	$	513,522	$	(4,576,531)	$	6,031,031
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt	$	—	$	363	$	174,415	$	—	$	174,778
Current operating lease liabilities	—		190,748		7,538		—		198,286
Other current liabilities	22,009		246,030		14,142		—		282,181
Total current liabilities	22,009		437,141		196,095		—		655,245
Long-term debt	2,836,801		2,016		—		—		2,838,817
Operating lease liabilities	—		977,463		17,893		—		995,356
Other noncurrent liabilities	212,399		292,194		292,281		(463,607)		333,267
Total liabilities	3,071,209		1,708,814		506,269		(463,607)		4,822,685
Stockholder's equity	1,208,346		4,105,671		7,253		(4,112,924)		1,208,346
Total liabilities and stockholder's equity	$	4,279,555	$	5,814,485	$	513,522	$	(4,576,531)	$	6,031,031

Table of Contents

LAMAR MEDIA CORP.

AND SUBSIDIARIES

~~Notes to Condensed Consolidated Financial Statements~~

(Unaudited)

(In Thousands, Except for Share Data)

Condensed Consolidating Statements of Income and Comprehensive Income for the Three Months Ended September 30, 2017

Lamar Media Corp.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Lamar Media Consolidated

Statement of Income

(unaudited)

Net revenues

$
—

$
387,095

$
13,303

$
(1,053
)

$
399,345

Operating expenses

Direct advertising expenses ⁽¹⁾

—

128,175

7,408

(606
)

134,977

General and administrative expenses ⁽¹⁾

—

66,467

2,033

—

68,500

Corporate expenses ⁽¹⁾

—

14,705

277

—

14,982

Depreciation and amortization

—

49,475

2,321

—

51,796

(Gain) loss on disposition of assets

—

(2,737
)

3

—

(2,734
)

—

256,085

12,042

(606
)

267,521

Operating income (loss)

—

131,010

1,261

(447
)

131,824

Equity in (earnings) loss of subsidiaries

(128,500
)

—

—

128,500

—

Other expenses (income)

32,063

(2
)

448

(447
)

32,062

Income (loss) before income tax expense

96,437

131,012

813

(128,500
)

99,762

Income tax expense ⁽²⁾

—

2,659

666

—

3,325

Net income (loss)

$
96,437

$
128,353

$
147

$
(128,500
)

$
96,437

Statement of Comprehensive Income

Net income (loss)

$
96,437

$
128,353

$
147

$
(128,500
)

$
96,437

Total other comprehensive loss, net of tax

—

—

1,216

—

1,216

Total comprehensive income (loss)

$
96,437

$
128,353

$
1,363

$
(128,500
)

$
97,653

(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.

Condensed Consolidating Statements of Income and Comprehensive Income

for the Three Months Ended September 30, 2022


	Lamar Media Corp.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Lamar Media Consolidated
Statement of Income	(unaudited)
Net revenues	$	—	$	515,993	$	11,470	$	(73)	$	527,390
Operating expenses (income)
Direct advertising expenses(1)	—		161,629		7,412		(73)		168,968
General and administrative expenses(1)	—		85,388		1,793		—		87,181
Corporate expenses(1)	—		23,810		527		—		24,337
Depreciation and amortization	—		65,032		801		—		65,833
Gain on disposition of assets	—		(53)		—		—		(53)
	—		335,806		10,533		(73)		346,266
Operating income	—		180,187		937		—		181,124
Equity in (earnings) loss of subsidiaries	(178,405)		—				178,405		—

Interest expense (income), net	32,080		(32)		1,249		—		33,297
Equity in earnings of investee	—		(1,554)		—		—		(1,554)
Income (loss) before income tax expense	146,325		181,773		(312)		(178,405)		149,381
Income tax expense(2)	—		2,940		116		—		3,056
Net income (loss)	$	146,325	$	178,833	$	(428)	$	(178,405)	$	146,325
Statement of Comprehensive Income
Net income (loss)	$	146,325	$	178,833	$	(428)	$	(178,405)	$	146,325
Total other comprehensive loss, net of tax	—		—		(1,401)		—		(1,401)
Total comprehensive income (loss)	$	146,325	$	178,833	$	(1,829)	$	(178,405)	$	144,924

(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.

Table of Contents

LAMAR MEDIA CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In Thousands, Except for Share Data)

Condensed Consolidating Statements of Income and Comprehensive Income for the Three Months Ended September 30, 2016

Lamar Media Corp.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Lamar Media Consolidated

Statement of Income

(unaudited)

Net revenues

$
—

$
374,909

$
13,510

$
(903
)

$
387,516

Operating expenses

Direct advertising expenses ⁽¹⁾

—

124,609

7,793

(624
)

131,778

General and administrative expenses ⁽¹⁾

—

64,949

2,538

—

67,487

Corporate expenses ⁽¹⁾

—

18,895

357

—

19,252

Depreciation and amortization

—

47,491

1,816

—

49,307

(Gain) loss on disposition of assets

—

(217
)

28

—

(189
)

—

255,727

12,532

(624
)

267,635

Operating income (loss)

—

119,182

978

(279
)

119,881

Equity in (earnings) loss of subsidiaries

(116,264
)

—

—

116,264

—

Other expenses (income)

31,096

(2
)

285

(279
)

31,100

Income (loss) before income tax expense

85,168

119,184

693

(116,264
)

88,781

Income tax expense ⁽²⁾

—

3,014

599

—

3,613

Net income (loss)

$
85,168

$
116,170

$
94

$
(116,264
)

$
85,168

Statement of Comprehensive Income

Net income (loss)

$
85,168

$
116,170

$
94

$
(116,264
)

$
85,168

Total other comprehensive loss, net of tax

—

—

(328
)

—

(328
)
Total comprehensive income (loss)

$
85,168

$
116,170

$
(234
)

$
(116,264
)

$
84,840

(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 Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Except for Share Data)

Condensed Consolidating Statements of Income and Comprehensive Income for the Nine Months Ended September 30, 2017

Lamar Media Corp.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Lamar Media Consolidated

Statement of Income

(unaudited)

Net revenues

$
—

$
1,107,583

$
38,191

$
(2,989
)

$
1,142,785

Operating expenses

Direct advertising expenses ⁽¹⁾

—

381,317

22,330

(1,751
)

401,896

General and administrative expenses ⁽¹⁾

—

199,979

6,473

—

206,452

Corporate expenses ⁽¹⁾

—

47,320

834

—

48,154

Depreciation and amortization

—

148,357

6,646

—

155,003

(Gain) loss on disposition of assets

—

(4,377
)

—

—

(4,377
)

—

772,596

36,283

(1,751
)

807,128

Operating income (loss)

—

334,987

1,908

(1,238
)

335,657

Equity in (earnings) loss of subsidiaries

(326,401
)

—

—

326,401

—

Other expenses (income)

95,592

(5
)

1,242

(1,238
)

95,591

Income (loss) before income tax expense

230,809

334,992

666

(326,401
)

240,066

Income tax expense ⁽²⁾

—

7,528

1,729

—

9,257

Net income (loss)

$
230,809

$
327,464

$
(1,063
)

$
(326,401
)

$
230,809

Statement of Comprehensive Income

Net income (loss)

$
230,809

$
327,464

$
(1,063
)

$
(326,401
)

$
230,809

Total other comprehensive income, net of tax

—

—

2,104

—

2,104

Total comprehensive income (loss)

$
230,809

$
327,464

$
1,041

$
(326,401
)

$
232,913

(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.

Condensed Consolidating Statements of Income and Comprehensive Income

for the Three Months Ended September 30, 2021


	Lamar Media Corp.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Lamar Media Consolidated
Statement of Income	(unaudited)
Net revenues	$	—	$	466,222	$	11,216	$	(544)	$	476,894
Operating expenses (income)
Direct advertising expenses(1)	—		140,641		7,213		(544)		147,310
General and administrative expenses(1)	—		85,077		870		—		85,947
Corporate expenses(1)	—		25,366		525		—		25,891
Depreciation and amortization	—		82,577		1,723		—		84,300
Loss (gain) on disposition of assets	—		115		(141)		—		(26)
	—		333,776		10,190		(544)		343,422
Operating income	—		132,446		1,026		—		133,472
Equity in (earnings) loss of subsidiaries	(132,727)		—		—		132,727		—

Interest expense (income), net	25,753		(4)		178		—		25,927
Equity in earnings of investee	—		(1,141)		—		—		(1,141)
Income (loss) before income tax expense (benefit)	106,974		133,591		848		(132,727)		108,686
Income tax expense (benefit)(2)	—		1,943		(231)		—		1,712
Net income (loss)	$	106,974	$	131,648	$	1,079	$	(132,727)	$	106,974
Statement of Comprehensive Income
Net income (loss)	$	106,974	$	131,648	$	1,079	$	(132,727)	$	106,974
Total other comprehensive loss, net of tax	—		—		(588)		—		(588)
Total comprehensive income (loss)	$	106,974	$	131,648	$	491	$	(132,727)	$	106,386

(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.

Table of Contents

LAMAR MEDIA CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In Thousands, Except for Share Data)

Condensed Consolidating Statements of Income and Comprehensive Income for the Nine Months Ended September 30, 2016

Lamar Media Corp.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Lamar Media Consolidated

Statement of Income

(unaudited)

Net revenues

$
—

$
1,077,116

$
39,228

$
(2,767
)

$
1,113,577

Operating expenses

Direct advertising expenses ⁽¹⁾

—

371,915

23,139

(1,826
)

393,228

General and administrative expenses ⁽¹⁾

—

192,631

8,103

—

200,734

Corporate expenses ⁽¹⁾

—

54,079

1,064

—

55,143

Depreciation and amortization

—

147,158

5,571

—

152,729

(Gain) loss on disposition of assets

—

(12,482
)

261

—

(12,221
)

—

753,301

38,138

(1,826
)

789,613

Operating income (loss)

—

323,815

1,090

(941
)

323,964

Equity in (earnings) loss of subsidiaries

(314,228
)

—

—

314,228

—

Other expenses (income)

95,655

(6
)

953

(941
)

95,661

Income (loss) before income tax expense

218,573

323,821

137

(314,228
)

228,303

Income tax expense ⁽²⁾

—

8,248

1,482

—

9,730

Net income (loss)

$
218,573

$
315,573

$
(1,345
)

$
(314,228
)

$
218,573

Statement of Comprehensive Income

Net income (loss)

$
218,573

$
315,573

$
(1,345
)

$
(314,228
)

$
218,573

Total other comprehensive income, net of tax

—

—

1,151

—

1,151

Total comprehensive income (loss)

$
218,573

$
315,573

$
(194
)

$
(314,228
)

$
219,724

(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.

Condensed Consolidating Statements of Income and Comprehensive Income

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Except for Share Data)

Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2017

Lamar Media Corp.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Lamar Media Consolidated

(unaudited)

Cash flows from operating activities:

Net cash provided by (used in) operating activities

$
227,195

$
398,200

$
5,472

$
(332,265
)

$
298,602

Cash flows from investing activities:

Acquisitions

—

(119,936
)

—

—

(119,936
)
Capital expenditures

—

(69,665
)

(4,781
)

—

(74,446
)
Proceeds from disposition of assets and investments

—

3,340

—

—

3,340

Investment in subsidiaries

(119,936
)

119,936

—

(Increase) decrease in intercompany notes receivable

(2,713
)

—

—

2,713

—

Decrease in notes receivable

13

—

—

—

13

Net cash (used in) provided by investing activities

(122,636
)

(186,261
)

(4,781
)

122,649

(191,029
)
Cash flows from financing activities:

Principal payments on long-term debt

(11,250
)

—

—

—

(11,250
)
Payment on revolving credit facility

(407,000
)

—

—

—

(407,000
)
Proceeds received from revolving credit facility

317,000

—

—

—

317,000

Payment on senior credit facility

(247,500
)

—

—

—

(247,500
)
Proceeds received from senior credit facility

450,000

—

—

—

450,000

Debt issuance costs

(4,941
)

—

—

—

(4,941
)
Intercompany loan proceeds (payments)

—

—

2,713

(2,713
)

—

Distributions to non-controlling interest

—

—

(415
)

—

(415
)
Contributions from (to) parent

41,580

119,936

—

(119,936
)

41,580

Dividends (to) from parent

(252,925
)

(332,265
)

—

332,265

(252,925
)
Net cash (used in) provided by financing activities

(115,036
)

(212,329
)

2,298

209,616

(115,451
)
Effect of exchange rate changes in cash and cash equivalents

—

—

1,767

—

1,767

Net (decrease) increase in cash and cash equivalents

(10,477
)

(390
)

4,756

—

(6,111
)
Cash and cash equivalents at beginning of period

12,762

1,201

21,067

—

35,030

Cash and cash equivalents at end of period

$
2,285

$
811

$
25,823

$
—

$
28,919

for the Nine Months Ended September 30, 2022


	Lamar Media Corp.		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Lamar Media Consolidated
Statement of Income	(unaudited)
Net revenues	$	—	$	1,466,109	$	30,776	$	(255)	$	1,496,630
Operating expenses (income)
Direct advertising expenses(1)	—		471,633		22,085		(255)		493,463
General and administrative expenses(1)	—		255,546		5,377		—		260,923
Corporate expenses(1)	—		71,499		2,195		—		73,694
Depreciation and amortization	—		199,623		2,587		—		202,210
Gain on disposition of assets	—		(1,990)		—		—		(1,990)
	—		996,311		32,244		(255)		1,028,300
Operating income (loss)	—		469,798		(1,468)		—		468,330
Equity in (earnings) loss of subsidiaries	(459,799)		—		—		459,799		—

Interest expense (income), net	86,872		(132)		2,342		—		89,082
Equity in earnings of investee	—		(2,655)		—		—		(2,655)
Income (loss) before income tax expense (benefit)	372,927		472,585		(3,810)		(459,799)		381,903
Income tax expense (benefit)(2)	—		9,085		(109)		—		8,976
Net income (loss)	$	372,927	$	463,500	$	(3,701)	$	(459,799)	$	372,927
Statement of Comprehensive Income
Net income (loss)	$	372,927	$	463,500	$	(3,701)	$	(459,799)	$	372,927
Total other comprehensive loss, net of tax	—		—		(1,770)		—		(1,770)
Total comprehensive income (loss)	$	372,927	$	463,500	$	(5,471)	$	(459,799)	$	371,157

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Except for Share Data)

Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2016

Lamar Media Corp.

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Lamar Media Consolidated

(unaudited)

Cash flows from operating activities:

Net cash provided by (used in) operating activities

$
240,727

$
402,988

$
4,412

$
(334,167
)

$
313,960

Cash flows from investing activities:

Acquisitions

—

(526,029
)

—

—

(526,029
)
Capital expenditures

—

(76,468
)

(2,357
)

—

(78,825
)
Proceeds from disposition of assets and investments

—

7,753

—

—

7,753

Investment in subsidiaries

(526,029
)

—

—

526,029

—

(Increase) decrease in intercompany notes receivable

(462
)

—

—

462

—

Decrease in notes receivable

16

—

—

—

16

Net cash (used in) provided by investing activities

(526,475
)

(594,744
)

(2,357
)

526,491

(597,085
)
Cash flows from financing activities:

Principal payments on long-term debt

(15,015
)

—

—

—

(15,015
)
Payment on revolving credit facility

(302,000
)

—

—

—

(302,000
)
Proceeds received from revolving credit facility

408,000

—

—

—

408,000

Proceeds received from note offering

400,000

—

—

—

400,000

Payment on senior credit facility

(300,000
)

—

—

—

(300,000
)
Proceeds received from senior credit facility

300,000

—

—

—

300,000

Debt issuance costs

(9,391
)

—

—

—

(9,391
)
Intercompany loan proceeds (payments)

—

—

462

(462
)

—

Distributions to non-controlling interest

—

—

(315
)

—

(315
)
Contributions from (to) parent

41,872

526,029

—

(526,029
)

41,872

Dividends (to) from parent

(225,789
)

(334,167
)

—

334,167

(225,789
)
Net cash provided by (used in) financing activities

297,677

191,862

147

(192,324
)

297,362

Effect of exchange rate changes in cash and cash equivalents

—

—

915

—

915

Net increase in cash and cash equivalents

11,929

106

3,117

—

15,152

Cash and cash equivalents at beginning of period

4,955

454

16,418

—

21,827

Cash and cash equivalents at end of period

$
16,884

$
560

$
19,535

$
—

$
36,979

(1)Caption is exclusive of depreciation and amortization.

~~ITEM 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~ ~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

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

Table of Contents

LAMAR MEDIA CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In Thousands, Except for Share Data)

Condensed Consolidating Statements of Income and Comprehensive Income

for the Nine Months Ended September 30, 2021


	Lamar Media Corp.		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Lamar Media Consolidated
Statement of Income	(unaudited)
Net revenues	$	—	$	1,266,818	$	27,326	$	(1,317)	$	1,292,827
Operating expenses (income)
Direct advertising expenses(1)	—		402,260		18,030		(1,317)		418,973
General and administrative expenses(1)	—		231,091		3,024		—		234,115
Corporate expenses(1)	—		62,897		1,151		—		64,048
Depreciation and amortization	—		202,660		3,011		—		205,671
Gain on disposition of assets	—		(1,774)		(148)		—		(1,922)
	—		897,134		25,068		(1,317)		920,885
Operating income	—		369,684		2,258		—		371,942
Equity in (earnings) loss of subsidiaries	(366,556)		—		—		366,556		—
Loss on extinguishment of debt	21,604		—		—		—		21,604
Interest expense (income), net	79,479		(30)		635		—		80,084
Equity in earnings of investee	—		(1,141)		—		—		(1,141)
Income (loss) before income tax expense	265,473		370,855		1,623		(366,556)		271,395
Income tax expense(2)	—		5,826		96		—		5,922
Net income (loss)	$	265,473	$	365,029	$	1,527	$	(366,556)	$	265,473
Statement of Comprehensive Income
Net income (loss)	$	265,473	$	365,029	$	1,527	$	(366,556)	$	265,473
Total other comprehensive loss, net of tax	—		—		(84)		—		(84)
Total comprehensive income (loss)	$	265,473	$	365,029	$	1,443	$	(366,556)	$	265,389

(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.

Table of Contents

LAMAR MEDIA CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In Thousands, Except for Share Data)

Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2022


	Lamar Media Corp.		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Lamar Media Consolidated
	(unaudited)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	391,078	$	611,985	$	(30,726)	$	(472,917)	$	499,420
Cash flows from investing activities:
Acquisitions	—		(287,860)		—		—		(287,860)
Capital expenditures	—		(113,736)		(3,072)		—		(116,808)

Proceeds from disposition of assets and investments	—		2,146		—		—		2,146
Decrease in notes receivable	—		58		—		—		58
Investment in subsidiaries	(287,860)		—		—		287,860		—
Decrease (increase) in intercompany notes receivable	14,158		—		—		(14,158)		—
Net cash (used in) provided by investing activities	(273,702)		(399,392)		(3,072)		273,702		(402,464)
Cash flows from financing activities:
Proceeds received from revolving credit facility	400,000		—		—		—		400,000
Payment on revolving credit facility	(575,000)		—		—		—		(575,000)
Principal payments on long-term debt	—		(273)		—		—		(273)
Principal payments on financing leases	—		(998)		—		—		(998)


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

Payment on accounts receivable securitization program	—		—		(115,000)		—		(115,000)
Proceeds received from accounts receivable securitization program	—		—		140,000		—		140,000
Debt issuance costs	(1,328)		—		(236)		—		(1,564)
Intercompany loan (payments) proceeds	—		(28,204)		14,046		14,158		—
Distributions to non-controlling interest	—		—		(1,019)		—		(1,019)
Dividends (to) from parent	(366,015)		(472,917)		—		472,917		(366,015)
Contributions from (to) parent	52,712		287,860		—		(287,860)		52,712
Net cash (used in) provided by financing activities	(139,631)		(214,532)		37,791		199,215		(117,157)
Effect of exchange rate changes in cash and cash equivalents	—		—		(232)		—		(232)
Net (decrease) increase in cash and cash equivalents	(22,255)		(1,939)		3,761		—		(20,433)
Cash and cash equivalents at beginning of period	91,023		3,494		4,771		—		99,288
Cash and cash equivalents at end of period	$	68,768	$	1,555	$	8,532	$	—	$	78,855

Table of Contents

LAMAR MEDIA CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In Thousands, Except for Share Data)

Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2021


	Lamar Media Corp.		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Lamar Media Consolidated
	(unaudited)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	380,225	$	584,251	$	(26,729)	$	(467,049)	$	470,698
Cash flows from investing activities:
Acquisitions	—		(107,593)		—		—		(107,593)
Capital expenditures	—		(67,767)		(3,746)		—		(71,513)
Payment for investments in equity securities	—		(30,000)		—		—		(30,000)
Proceeds from disposition of assets and investments	—		5,761		—		—		5,761

Investment in subsidiaries	(107,593)		—		—		107,593		—
Decrease (increase) in intercompany notes receivable	53,515		—		—		(53,515)		—
Decrease in notes receivable	—		107		—		—		107
Net cash (used in) provided by investing activities	(54,078)		(199,492)		(3,746)		54,078		(203,238)
Cash flows from financing activities:
Proceeds received from revolving credit facility	25,000		—		—		—		25,000
Payment on revolving credit facility	(25,000)		—		—		—		(25,000)
Principal payments on long-term debt	—		(282)		—		—		(282)

Principal payments on financing leases	—		(998)		—		—		(998)
Proceeds received from note offering	550,000		—		—		—		550,000
Payment on accounts receivable securitization program	—		—		(67,500)		—		(67,500)
Proceeds received from accounts receivable securitization program	—		—		120,000		—		120,000
Redemption of senior notes	(668,688)		—		—		—		(668,688)


Debt issuance costs	(8,224)		—		(438)		—		(8,662)
Intercompany loan (payments) proceeds	—		(24,119)		(29,396)		53,515		—
Distributions to non-controlling interest	—		—		(82)		—		(82)
Dividends (to) from parent	(258,703)		(467,049)		—		467,049		(258,703)
Contributions from (to) parent	33,312		107,593		—		(107,593)		33,312
Net cash (used in) provided by financing activities	(352,303)		(384,855)		22,584		412,971		(301,603)
Effect of exchange rate changes in cash and cash equivalents	—		—		143		—		143
Net decrease in cash and cash equivalents	(26,156)		(96)		(7,748)		—		(34,000)
Cash and cash equivalents at beginning of period	110,588		1,732		8,749		—		121,069
Cash and cash equivalents at end of period	$	84,432	$	1,636	$	1,001	$	—	$	87,069

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements. Actual results could differ materially from those anticipated by the forward-looking statements due to risks and uncertainties described in the section of this combined report on Form 10-Q entitled “Note Regarding Forward-Looking Statements” and in Item 1A to the ~~2016~~2021 Combined Form 10-K filed on February ~~24, 2017~~, 25, 2022, and as ~~supplemented by any~~such risk factors ~~contained~~as further updated or supplemented, from time to time, in our combined Quarterly Reports on Form ~~10-Q.~~10-Q and Current Reports on Form 8-K. You should carefully consider each of these risks and uncertainties in evaluating the Company’s and Lamar Media’s financial conditions and results of operations. Investors are cautioned not to place undue reliance on the forward-looking statements contained in this document. These statements speak only as of the date of this document, and the Company undertakes no obligation to update or revise the statements, except as may be required by law.

LAMAR ADVERTISING COMPANY

The following is a discussion of the consolidated financial condition and results of operations of the Company for the ~~nine months~~three and ~~three~~nine months ended September 30, ~~2017~~2022 and ~~2016.~~2021. This discussion should be read in conjunction with the consolidated financial statements of the Company and the related notes thereto.

Overview

The Company’s net revenues are derived primarily from the rental of advertising space on outdoor advertising displays owned and operated by the Company. Revenue growth is based on many factors that include the Company’s ability to increase occupancy of its existing advertising displays; raise advertising rates; and acquire new advertising displays and its operating results are therefore affected by general economic conditions, as well as trends in the advertising industry. Advertising spending is particularly sensitive to changes in general economic conditions which affect the rates that the Company is able to charge for advertising on its displays and its ability to maximize advertising sales or occupancy on its displays.

Acquisitions and capital expenditures

Historically, the Company has made strategic acquisitions of outdoor advertising assets to increase the number of outdoor advertising displays it operates in existing and new markets. The Company continues to evaluate and pursue strategic acquisition opportunities as they arise. The Company has financed its historical acquisitions and intends to finance any future acquisition activity from available cash, borrowings under its senior credit facility or the issuance of debt or equity securities. See “Liquidity and Capital Resources-Sources of Cash” for more information.

During the nine months ended September 30, ~~2017,~~2022, the Company completed ~~several~~over 50 acquisitions for a total cash purchase price of approximately ~~$119.9~~$287.9 million. ~~See—“~~See Uses of Cash – Acquisitions” for more information.

The Company’s business requires expenditures for maintenance and capitalized costs associated with the construction of new billboard displays, the entrance into and renewal of logo sign and transit contracts, and the purchase of real estate and operating equipment.

The following table presents a breakdown of capitalized expenditures for the three and nine months ended September 30, ~~2017~~2022 and ~~2016:~~

2021:


	Three months ended September 30, (in thousands)				Nine months ended September 30, (in thousands)					Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016			2022		2021		2022		2021
Total capital expenditures:									Total capital expenditures:
Billboard — traditional	$	10,161	$	10,950	$	23,700	$	34,322	Billboard — traditional	$	12,165	$	5,706	$	30,388	$	13,077
Billboard — digital		8,605		9,283		29,568		24,757	Billboard — digital	19,218		15,140		61,172		37,841
Logos		2,498		2,160		6,409		5,421	Logos	3,636		2,898		9,639		7,465
Transit		290		387		578		603	Transit	817		564		3,021		1,774
Land and buildings		3,682		2,956		8,196		8,504	Land and buildings	2,467		2,871		5,102		5,233
Operating equipment		1,374		1,576		5,995		5,218	Operating equipment	2,703		2,918		7,486		6,123
Total capital expenditures	$	26,610	$	27,312	$	74,446	$	78,825	Total capital expenditures	$	41,006	$	30,097	$	116,808	$	71,513

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Umbrella Partnership Real Estate Investment Trust

As previously announced, on July 1, 2022, the Company completed a tax reorganization to a specific type of REIT known as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). The UPREIT structure allows property owners of appreciated properties to contribute property to the operating partnership of the REIT, on a tax-deferred basis, in exchange for a partnership interest in the form of operating partnership units. This reorganization is not expected to have any material impact on the Company's combined financial statements or business operations.

Non-GAAP Financial Measures

Our management reviews our performance by focusing on several key performance indicators not prepared in conformity with Generally Accepted Accounting Principles in the United States (“GAAP”). We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

Included in our analysis of our results of operations are discussions regarding earnings before interest, taxes, depreciation and amortization (“~~Adjusted~~adjusted EBITDA”), ~~Funds From Operations~~funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts, ~~Adjusted Funds From Operations~~adjusted funds from operations (“AFFO”) and acquisition-adjusted net revenue.

We define ~~Adjusted~~adjusted EBITDA as net income before income tax expense (benefit), interest expense (income), ~~gain~~equity in earnings (loss) of investees, loss (gain) on extinguishment of debt and investments, stock-based compensation, depreciation and amortization, ~~and gain or~~ loss (gain) on disposition of assets and ~~investments.~~

investments, transaction expenses and capitalized contract fulfillment costs, net.

FFO is defined as net income before gains or losses from the sale or disposal of real estate assets and investments and real estate related depreciation and amortization and including adjustments to eliminate unconsolidated affiliates and non-controlling interest.

We define AFFO as FFO before (i) straight-line ~~revenue~~income and expense; (ii) capitalized contract fulfillment costs, net (iii) stock-based compensation expense; ~~(iii)~~(iv) non-cash portion of tax ~~provision; (iv)~~expense (benefit); (v) non-real estate related depreciation and amortization; ~~(v)~~(vi) amortization of deferred financing costs; ~~(vi)~~(vii) loss on extinguishment of debt; ~~(vii)~~(viii) transaction expenses; (ix) non-recurring infrequent or unusual losses (gains); ~~(viii)~~(x) less maintenance capital expenditures; and ~~(ix)~~(xi) an adjustment for unconsolidated affiliates and non-controlling interest.

Acquisition-adjusted net revenue adjusts our net revenue for the prior period by adding to it the net revenue generated by the acquired assets before our acquisition of these assets for the same time frame that those assets were owned in the current period. In calculating acquisition-adjusted revenue, therefore, we include revenue generated by assets that we did not own in the period but acquired in the current period. We refer to the amount of pre-acquisition revenue generated by the acquired assets during the prior period that corresponds with the current period in which we owned the assets (to the extent within the period to which this report relates) as “acquisition net revenue”. In addition, we also adjust the prior period to subtract revenue generated by the assets that have been divested since the prior period and, therefore, no revenue derived from those assets is reflected in the current period.

Adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue are not intended to replace net income or any other performance measures determined in accordance with GAAP. Neither FFO nor AFFO represent cash flows from operating activities in accordance with GAAP and, therefore, these measures should not be considered indicative of cash flows from operating activities as a measure of liquidity or of funds available to fund our cash needs, including our ability to make cash distributions. Rather, ~~Adjusted~~adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue are presented as we believe each is a useful indicator of our current operating performance. We believe that these metrics are useful to an investor in evaluating our operating performance because (1) each is a key measure used by our management team for purposes of ~~decision making~~decision-making and for evaluating our core operating results; (2) ~~Adjusted~~adjusted EBITDA is widely used in the industry to measure operating performance as depreciation and amortization may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved; (3) acquisition-adjusted net revenue is a supplement to net revenue to enable investors to compare ~~period over period~~period-over-period results on a more consistent basis without the effects of acquisitions and ~~divestures,~~divestitures, which reflects our core performance and organic growth (if any) during the period in which the assets were owned and managed by us; (4) ~~Adjusted~~adjusted EBITDA, FFO and AFFO each ~~provides~~provide investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items that are not operational in nature; and (5) each provides investors with a measure for comparing our results of operations to those of other companies.

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Our measurement of ~~Adjusted~~adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of ~~Adjusted~~adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue to net income, the most directly comparable GAAP measure, have been included herein.

RESULTS OF OPERATIONS

Nine ~~Months~~months ended September 30, ~~2017~~2022 compared to ~~Nine Months~~nine months ended September 30, ~~2016~~

2021

Net revenues increased ~~$29.2~~$203.8 million or ~~2.6%~~15.8% to ~~$1.14~~$1.50 billion for the nine months ended September 30, ~~2017~~2022 from ~~$1.11~~$1.29 billion for the same period in ~~2016.~~2021. This increase was primarily attributable ~~primarily~~ to an increase in billboard net revenues of ~~$21.8~~$167.6 million, ~~which represents~~ an increase in transit net revenues of ~~2.2%~~$34.9 million, and an increase in logo net revenues of $1.3 million over the same period in 2016. In addition, logo sign revenue increased $3.3 million, which represents an increase of 5.6% over the prior period and transit revenue increased $4.1 million which represents an increase of 5.1% over the same period in 2016.

2021.

For the nine months ended September 30, ~~2017,~~2022, there was a ~~$15.3~~$156.9 million increase in net revenues as compared to acquisition-adjusted net revenue for the nine months ended September 30, ~~2016,~~2021, which represents an increase of ~~1.4%~~11.7%. See “Reconciliations” below. The ~~$15.3~~$156.9 million increase in revenue ~~primarily consists of a $9.6 million increase in billboard revenue which~~ is ~~largely~~primarily due to an increase of $125.4 million in ~~digital revenue, a $3.8 million increase in logo revenue and a $1.9 million~~billboard net revenues as well as an increase in transit ~~revenue~~net revenues of $30.4 million over the ~~acquisition-adjusted net revenue for the comparable~~same period in ~~2016.~~

2021.

Total operating expenses, exclusive of depreciation and amortization and gain on ~~sale~~disposition of assets, increased ~~$7.4~~$110.6 million, or ~~1.1%~~15.4%, to ~~$656.8~~$828.5 million for the nine months ended September 30, ~~2017~~2022 from ~~$649.4~~$717.8 million infor the same period in ~~2016.~~2021. The ~~$7.4~~$110.6 million increase over the prior year is comprised of a ~~$17.0~~$115.1 million increase in total direct, ~~and~~ general and administrative ~~operating~~and corporate expenses (excluding stock-based compensation and transaction expenses) primarily related to the operations of our outdoor advertising assets, as well as a $3.8 million increase in transaction expenses related to acquisitions and ~~an increase~~the write-off of ~~$3.0 million in corporate expenses (excluding stock-based compensation expense),~~deferred offering costs, offset by a ~~$12.6~~$8.2 million decrease in stock-based ~~compensation expense.~~

compensation.

Depreciation and amortization expense ~~increased $2.3~~decreased $3.5 million to ~~$155.0~~$202.2 million for the nine months ended September 30, ~~2017~~2022 as compared to ~~$152.7~~$205.7 million for the same period in ~~2016.~~

2021. The decrease is due to the revision in the cost estimate included in the calculation of asset retirement obligations during 2021, offset by acquisitions and capital expenditures that occurred in the second half of 2021 and during 2022.

For the nine months ended September 30, ~~2017,~~2022, the Company recognized a gain on disposition of assets ~~decreased $7.8~~of $2.0 million ~~to $4.4 million as compared to $12.2 million for the same period in 2016. The decrease in gain on disposition of assets is~~ primarily resulting from transactions related to ~~a $5.9 million decrease in gain recognized for acquisition swap transactions in 2017 as compared to~~ the ~~same period in 2016.~~

sale of billboard locations and displays.

Due to the above factors, operating income increased by ~~$11.7~~$96.7 million to ~~$335.4~~$467.9 million for the nine months ended September 30, ~~2017~~2022 as compared to ~~$323.7~~$371.2 million for the same period in ~~2016.~~

2021.

During the nine months ended September 30, ~~2017~~2021, the Company recognized a ~~$0.1 million~~ loss on debt extinguishment of ~~debt,~~$21.6 million related to the ~~amendment~~early repayment of ~~Lamar Media’s senior credit facility. See “Sources of Cash” for more information.~~

~~Interest expense increased $3.0 million~~our 5 3/4% Senior Notes during the period. There was no loss on debt extinguishment during the nine months ended September 30, ~~2017 to $95.5 million as compared to $92.5~~2022.

Interest expense increased $9.2 million for the nine months ended September 30, ~~2016. The~~2022 to $89.8 million as compared to $80.6 million for the nine months ended September 30, 2021 primarily due to the increase in interest ~~expense is primarily related to~~rates on the ~~increased debt outstanding, primarily related to the refinancing of Lamar Media’s~~Accounts Receivable Securitization Program and senior credit ~~facility~~facility.

Equity in ~~2017.~~

earnings of investee was $2.7 million and $1.1 million for the nine months ended September 30, 2022 and 2021, respectively, as a result of investments that occurred in July of 2021.

The increase in operating income and athe decrease in loss on extinguishment of debt, ~~extinguishment,~~ offset by the increase in interest expense, ~~described above~~ resulted in ~~$239.8~~a $110.8 million increase in net income before income taxes. The effective tax rate for the nine months ended September 30, ~~2017~~2022 was ~~3.9%~~2.4%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.

As a result of the above factors, the Company recognized net income for the nine months ended September 30, ~~2017~~2022 of ~~$230.5~~$372.5 million, as compared to net income of ~~$218.3~~$264.8 million for the same period in ~~2016.~~

2021.

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Reconciliations:

Because acquisitions occurring after December 31, ~~2015 (the “acquired assets”)~~2020 have contributed to our net revenue results for the periods presented, we provide ~~2016~~2021 acquisition-adjusted net revenue, which adjusts our ~~2016~~2021 net revenue for the nine months ended September 30, ~~2016~~2021 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the nine months ended September 30, ~~2017.~~

2022.

Reconciliations of ~~2016~~2021 reported net revenue to ~~2016~~2021 acquisition-adjusted net revenue for the nine months ended September 30, as well as a comparison of ~~2016~~2021 acquisition-adjusted net revenue to ~~2017~~2022 reported net revenue for the nine months ended September 30, are provided below:

Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue


	Nine months ended September 30,					Nine Months Ended September 30,
	2017		2016			2022		2021
	(in thousands)					(in thousands)
Reported net revenue	$	1,142,785	$	1,113,577	Reported net revenue	$	1,496,630	$	1,292,827
Acquisition net revenue		—		13,932	Acquisition net revenue	—		46,925
Adjusted totals	$	1,142,785	$	1,127,509	Adjusted totals	$	1,496,630	$	1,339,752

Key Performance Indicators

Net Income/Adjusted EBITDA

(in thousands)


	Nine Months Ended September 30,						Amount of Increase			Percent Increase				Nine Months Ended September 30,				Amount of Increase (Decrease)				Percent Increase (Decrease)
	2017			2016			(Decrease)			(Decrease)				2022		2021
Net income	$	230,512		$	218,284		$	12,228			5.6	%	Net income	$	372,544	$	264,776			$	107,768			40.7	%
Income tax expense		9,257			9,730			(473	)				Income tax expense	8,976		5,922		3,054
Loss on debt extinguishment		71			3,198			(3,127	)				Loss on debt extinguishment	—		21,604		(21,604)
Transaction expenses													Transaction expenses	3,769		—		3,769
Interest expense (income), net		95,520			92,463			3,057					Interest expense (income), net	89,082		80,084		8,998
Equity in earnings of investee													Equity in earnings of investee	(2,655)		(1,141)		(1,514)
Gain on disposition of assets		(4,377	)		(12,221	)		7,844					Gain on disposition of assets	(1,990)		(1,922)		(68)
Depreciation and amortization		155,003			152,729			2,274					Depreciation and amortization	202,210		205,671		(3,461)
Capitalized contract fulfillment costs, net													Capitalized contract fulfillment costs, net	(463)		(900)		437
Stock-based compensation expense		7,060			19,650			(12,590	)				Stock-based compensation expense	14,331		22,540		(8,209)
Adjusted EBITDA	$	493,046		$	483,833		$	9,213			1.9	%	Adjusted EBITDA	$	685,804	$	596,634	$	89,170			14.9	%

•inter-company debt between Lamar Media and its restricted subsidiaries or between restricted subsidiaries;

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•certain purchase money indebtedness and capitalized lease obligations to acquire or lease property in the ordinary course of business that cannot exceed the greater of ~~$50~~$50.0 million or 5% of Lamar Media’s net tangible assets; ~~and~~

•additional debt not to exceed ~~$75 million.~~

$75.0 million; and

•up to $500.0 million of permitted securitization financings.

Restrictions ~~under~~Under Senior Credit Facility.Lamar Media is required to comply with certain covenants and restrictions under the senior credit facility. If the Company or Lamar Media fails to comply with these tests, the lenders under the senior credit facility will be entitled to exercise certain remedies, including the termination of the lending commitments and the acceleration of the debt payments under the senior credit facility. At September 30, ~~2017,~~2022 we were, and currently, we ~~were~~are, in compliance with all such tests under the senior credit facility.

Lamar Media must maintain a secured debt ratio, defined as total consolidated secured debt of Lamar Advertising, Lamar Media and its restricted subsidiaries (including capital lease obligations), minus the lesser of (x) ~~$150~~$150.0 million and (y) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries (as defined above under Sources of Cash – Accounts Receivable Securitization Program)) to EBITDA, as defined below, for the period of four consecutive fiscal quarters then ended, of less than or equal to ~~3.0~~4.5 to 1.0.

Lamar Media is restricted from incurring additional indebtedness subject to exceptions, one of which is that it may incur additional indebtedness not exceeding the greater of $250.0 million ~~and~~or 6% of its total assets.

Lamar Media is also restricted from incurring additional unsecured senior indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, ~~it is in compliance with the secured debt ratio covenant and its senior~~Lamar Media would have a total debt ratio, defined as (a) total consolidated debt ~~(excluding~~(including subordinated debt) of Lamar Advertising, Lamar Media and its restricted subsidiaries

as of any date minus the lesser of (i) ~~$150~~$150.0 million and (ii) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries) to (b) EBITDA, as defined below, for the most recent four fiscal quarters then ended, is less than ~~4.5~~7.0 to 1.0.

Lamar Media is also restricted from incurring additional subordinated indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, it is in compliance with the secured debt ratio covenant and its total debt ratio defined as (a) total consolidated debt (including subordinated debt) of Lamar Advertising, Lamar Media and its restricted subsidiaries as of any date minus the lesser of (i) $150 million and (ii) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries to (b) EBITDA, as defined below, for the most recent four fiscal quarters then ended, is less than ~~6.5~~7.0 to 1.0.

Under the senior credit facility, as amended, “EBITDA” means, for any period, ~~operating~~net income, plus (a) to the extent deducted in determining net income for ~~Lamar Advertising, Lamar Media and its restricted subsidiaries (determined on a consolidated basis~~such period, the sum determined without duplication and in accordance with ~~GAAP) for such period (calculated (A) before~~GAAP, of (i) taxes, (ii) interest expense, (iii) depreciation, (iv) amortization, (v) any other non-cash income or charges accrued for such period, (vi) charges and expenses in connection with the senior credit facility, any actual or proposed acquisition, disposition or investment (excluding, in each case, purchases and sales of advertising space and operating assets in the ordinary course of business) and any actual or proposed offering of securities, incurrence or repayment of indebtedness (or amendment to any agreement relating to indebtedness), including any refinancing thereof, or recapitalization, ~~and~~ (vii) any loss or gain relating to amounts paid or earned in cash prior to the stated settlement date of any swap agreement that has been reflected in operating income for such period), and ~~(B) after giving effect~~(viii) any loss on sales of receivables and related assets to a securitization entity in connection with a permitted securitization financing, plus (b) the amount of cost savings, operating expense reductions and other operating improvements or synergies projected by Lamar Media in good faith to be realized as a result of any acquisition, investment, merger, amalgamation or disposition within 18 months of any such acquisition, investment, merger, amalgamation or disposition, net of the amount of actual benefits realized during such period from such action; provided,, (a) the aggregate amount for all such cost savings, operating expense reductions and other operating improvements or synergies ~~shall~~will not exceed an amount equal to 15% of EBITDA for the applicable four quarter period and (b) any such adjustment to EBITDA pursuant to this clause (b) may only take into account cost savings, operating expense reductions and other operating improvements or synergies that are (I) directly attributable to such acquisition, investment, merger, amalgamation or disposition, (II) expected to have a continuing impact on Lamar Media and its restricted subsidiaries and (III) factually supportable, in each case all as certified by the chief financial officer of Lamar Media) on behalf of Lamar Media, ~~and excluding (except~~minus (c) to the extent ~~received or paid~~included in ~~cash by Lamar Advertising, Lamar Media or any of its restricted subsidiaries~~net income ~~or loss attributable to equity in affiliates~~ for such ~~period), excluding~~period (determined without duplication and in accordance with GAAP) (i) any extraordinary and unusual gains or losses during such period, and ~~excluding~~(ii) the proceeds of any casualty events and dispositions. For purposes ~~hereof,~~of this EBITDA definition, the effect thereon of any adjustments required under Statement of Financial Accounting Standards No. 141R ~~shall~~will be excluded.

If during any period for which EBITDA is being determined, ~~Lamar Media shall~~we have consummated any acquisition or disposition, EBITDA ~~shall~~will be determined on a pro forma basis as if such acquisition or disposition had been made or consummated on the first day of such period.

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Under the senior credit facility, “net income” means for any period, the consolidated net income (or loss) of Lamar Advertising, us, and our restricted subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that the following is excluded from net income: (a) the income (or deficit) of any person accrued prior to the date it becomes a restricted subsidiary or is merged into or consolidated with Lamar Advertising, us or any of our restricted subsidiaries, and (b) the income (or deficit) of any person (other than any of our restricted subsidiaries) in which Lamar Advertising, we or any of our subsidiaries has an ownership interest, except to the extent that any such income is received by Lamar Advertising, us or any of our restricted subsidiaries in the form of dividends or similar distributions.

The Company believes that its current level of cash on hand, availability under the senior credit facility and future cash flows from operations are sufficient to meet its operating needs ~~through fiscal 2017.~~for the next twelve months. All debt obligations are reflected on the Company’s balance sheet.

Restrictions under Accounts Receivable Securitization Program. The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under Lamar Media’s senior credit facility.

Uses of Cash

Capital Expenditures. Capital expenditures, excluding acquisitions, were approximately ~~$74.4~~$116.8 million for the nine months ended September 30, ~~2017.~~2022. We anticipate our ~~2017~~2022 total capital expenditures ~~will~~to be approximately ~~$110~~$170.0 million.

Acquisitions. During the nine months ended September 30, ~~2017,~~2022, the Company completed 36 acquisitions for ~~a cash~~an aggregate purchase price of approximately ~~$119.9~~$287.9 million, which included the acquisition of more than 480 billboard displays from Steen Outdoor Advertising. The acquisition of the Steen displays expanded Lamar’s presence in Philadelphia and surrounding Pennsylvania suburbs, New Jersey and Delaware. The acquisitions occurring during the nine months ended September 30, 2017 were financed using available cash on hand orand borrowings on the Accounts Receivable Securitization Program and senior credit facility.

On May 4, 2022, the Company acquired Burkhart Advertising Inc. which includes more than 1,500 billboard structures and 3,200 billboard faces, including 23 digital displays. The acquisition was funded with a combination of cash on hand and borrowings under ~~its~~our revolving credit facility.

~~Term A Loans.~~ ~~The Term A Loans mature on May 15,~~

Dividends.On February 24, 2022, ~~and began amortizing on September 30, 2017. The remaining quarterly installments scheduled to be paid on each September 30, December 31, March 31 and June 30 are as follows:~~

Principal Payment Date

Principal Amount

December 31, 2017-June 30, 2019

$
5,625,000

September 30, 2019-June 30, 2020

$
8,437,500

September 30, 2020-March 31, 2022

$
16,875,000

Term A Loan Maturity Date

$
253,125,000

~~For each borrowing of Term A loans or revolving credit loans, Lamar Media can elect whether such loans bear interest at (i)~~ the Adjusted Base Rate plus (a) 0.75%, or (b) 0.50% at any time that the total debt ratio is less than 3.25 to 1 as of the last day of the most recently ended fiscal quarter for which Lamar Media has delivered financial statements, or (ii) the Adjusted LIBO Rate plus (a) 1.75%, or (b) 1.50% at any time that the total debt ratio is less than 3.25 to 1 as of the last day of the most recently ended fiscal quarter for which Lamar Media has delivered financial statements. ~~The guarantees, covenants, events of default and other terms of the senior credit facility apply to the Term A loans and revolving credit facility.~~

~~Dividends.~~ ~~On August 29, 2017, May 25, 2017 and February 23, 2017, Lamar Advertising Company’s~~Company's Board of Directors declared a quarterly cash ~~dividends~~dividend of ~~$0.83~~$1.10 per share, ~~payable~~paid on March 31, 2022 to its stockholders of record of its Class A common stock and Class B common stock on March 21, 2022. On May 19, 2022, the Company's Board of Directors declared a quarterly cash dividend of $1.20 per share, paid on June 30, 2022 to its stockholders of record of its Class A common stock and Class B common stock on June 20, 2022. On September 6, 2022, the Company's Board of Directors declared a quarterly cash dividend of $1.20 per share, paid on September ~~29, 2017, June~~ 30, ~~2017 and March 31, 2017, respectively,~~2022 to its stockholders of record of its Class A common stock and Class B common stock on September ~~15, 2017, June 15, 2017 and March 15, 2017, respectively. The~~19, 2022. Subject to approval of the Company's Board of Directors, in December 2022, the Company expects ~~aggregate~~to declare a quarterly dividend of $1.20 per share of common stock for the upcoming fourth quarter 2022 distributions to stockholders as well as an additional special dividend of $0.30 per share of common stock. Beginning in ~~2017, including~~2023, management expects to recommend to the Board of Directors an increase in the quarterly dividend ~~paid on September 29, 2017, June 30, 2017 and March 31, 2017 will total $3.32~~of $0.05 per common share, to $1.25 per common share.

As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will be declared based upon various factors, a number of which may be beyond the Company’s control, including financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in our existing and future debt instruments, the Company’s ability to utilize net operating losses to offset, in whole or in part, the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its Taxable REIT Subsidiaries (“TRSs”), the impact of general economic conditions on the Company’s operations and other factors that the Board of Directors may deem relevant.

~~Effect~~ The foregoing factors may also impact management’s recommendations to the Board of ~~Recent Hurricanes~~Directors as to the timing, amount and ~~Named Storms~~

frequency of future distributions.

Special Purpose Acquisition Company. On April 6, 2021, Lamar Partnering Corporation (“LPC”), a newly formed special purpose acquisition company and indirect wholly-owned subsidiary of the Company, filed a Registration Statement on Form

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S-1, with the Securities and Exchange Commission (the "SEC"). On June 21, 2022, LPC filed its request to withdraw its registration statement with the SEC. In conjunction with the withdrawn offering, the Company incurred a transaction expense of $1.2 million for the write-off of deferred offering costs incurred on behalf of LPC's registration statement. The ~~Company has operations~~$1.2 million in ~~the southeastern United States~~expenses are included in Corporate expenses in our Condensed Consolidated Statement of Income and ~~the Caribbean island of Puerto Rico, and as such, its operations in those geographical areas may be impacted by disruptions related to tropical storms, should they occur.~~

~~During the three months ended~~Comprehensive Income at September 30, ~~2017, there were three named storms which made landfall in~~2022.

Stock and Debt Repurchasing Program. On March 16, 2020, the ~~Southeastern portion~~Company’s Board of Directors authorized the repurchase of up to $250.0 million of the ~~United States~~Company’s Class A common stock. Additionally, the Board of Directors has authorized Lamar Media to repurchase up to $250.0 million in outstanding senior or senior subordinated notes and Puerto Rico. Specifically, hurricane Harvey made landfall in August and primarily affected markets in southeast Texas; hurricane Irma made landfall on September 12, 2017 primarily affecting markets in Florida and Georgia; and hurricane Maria made landfall onother indebtedness outstanding from time to time under its senior credit agreement. On September 20, ~~2017 affecting Puerto Rico.~~

2021, the Board of Directors authorized the extension of the repurchase program through March 31, 2023. There were no repurchases under the program as of September 30, 2022.The ~~Company has developed contingency plans designed~~Company’s management may opt not to ~~mitigate damage to~~make any repurchases under the program, or may make aggregate purchases less than the total amount authorized.

Material Cash Requirements

Our expected material cash requirements for the twelve months following September 30, 2022 and thereafter are comprised of contractual obligations, required annual distributions and other opportunistic expenditures.

Debt and Contractual Obligations. The following table summarizes our ~~assets such~~future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as ~~removing the faces~~of September 30, 2022 (in millions):


	Less than 1 year		Thereafter
Debt maturities(1)	$	199.7	$	3,016.6
Interest obligations on long-term debt(2)	138.1		625.5
Contractual obligations, including operating and financing leases	244.8		1,497.9
Total payments due	$	582.6	$	5,140.0

(1) Debt maturities assume there is no refinancing prior to the ~~storms making landfall, which better enables~~existing maturity date.

(2) Interest rates on our variable rate instruments assume rates at the ~~structures~~September 2022 levels.

Required Annual Distributions. As a REIT, the Company must annually distribute to ~~withstand high winds during~~its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the ~~storm~~deduction for distributed earnings and ~~this~~excluding any net capital gain). On February 24, 2022, the Company's Board of Directors approved a dividend of $1.10 per common share, paid on March 31, 2022. On May 19, 2022, the Company's Board of Directors approved a dividend of $1.20 per common share, paid on June 30, 2022. On September 6, 2022, the Company's Board of Directors approved a dividend of $1.20 per common share, paid on September 30, 2022. Our Board of Directors will continue to evaluate future dividends in order to continue to satisfy the requirements needed to maintain our REIT status.

Opportunistic Expenditures. As part of our capital allocation strategy, we plan ~~was largely successful.~~ to continue to allocate our available capital among investment alternatives that meet our return on investment criteria. We will continue to reinvest in our existing assets and expand our outdoor advertising display portfolio through new construction. We will also continue to pursue strategic acquisitions of outdoor advertising businesses and assets. This includes acquisitions in our existing markets and in new markets where we can meet our return on investment criteria.

Cash Flows

The ~~named storms affecting the markets in Florida, Georgia and Texas caused little or no damage to our structures and minimal affect to our revenue, operations and/or~~Company's cash flows provided by operating ~~income~~activities increased $48.9 million from $488.2 million for the ~~three and~~ nine months ended September 30, ~~2017. Our operations in those markets were fully operational as of September 30, 2017.~~

~~Our billboard structure inventory in Puerto Rico was also largely unaffected by hurricane Maria, however, the island was not. Currently, the island is largely without power and we are continuing~~2021 to assess the impact of the storm on our operations and the effect, if any, on our existing customers. While it may take several months for our Puerto Rico operations to be fully functioning, the Company does not expect the impact of this storm to materially impact consolidated revenue, operating income or net income.

~~Off Balance Sheet Arrangements~~

~~The Company has no off-balance sheet arrangements with the exception of operating leases.~~

~~Commitments and Contingencies~~

~~Debt Service and Contractual Obligations.~~ ~~In our Quarterly Report on Form 10-Q~~$537.1 million for the six months ended June 30, 2017, Part I, Item 2, Management’s Discussion and Analysis of Financial Conditions and Results of Operations, under the heading “Debt Service and Contractual Obligations,” we described our commitments and contingencies. There was no material change in our commitments and contingencies during the threenine months ended September 30, ~~2017.~~

~~Accounting Standards Update~~

~~In May 2014,~~2022, primarily resulting from an increase in revenues of $203.8 million offset by an increase in operating expenses (excluding stock-based compensation, gain on disposition of assets, and depreciation and amortization) of $118.8 million, as compared to the ~~FASB issued Accounting Standards Update (“ASU”) No. 2014-09,~~ ~~Revenue~~comparable period in 2021.

Cash flows used in investing activities increased $199.2 million from ~~Contracts with Customers, which requires an entity~~$203.2 million for the nine months ended September 30, 2021 to ~~recognize~~$402.5 million for the nine months ended September 30, 2022 primarily due to a net increase in the amount of ~~revenue~~assets acquired through acquisitions, investments and capital expenditures of $195.6 million, as compared to ~~which it expects to be entitled~~the same period in 2021.

The Company's cash flows used in financing activities were $154.8 million for the ~~transfer~~nine months ended September 30, 2022 as compared to $319.1 million for the nine months ended September 30, 2021. This decrease in cash used in financing activities of ~~promised goods or services~~

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$164.3 million for the nine months ended September 30, 2022 is primarily due to ~~customers. The ASU will replace most existing revenue recognition guidance~~increased borrowings on the senior credit facility in ~~U.S. Generally Accepted~~2022, offset by an increase in cash paid for dividends and distributions in 2022 over the comparable period in 2021.

Critical Accounting Principles (“GAAP”) when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14 deferring the effective date from January 1, 2017 to January 1, 2018, while allowing for early adoption asEstimates

Our discussion and analysis of ~~January 1, 2017. The standard permits the use~~our results of ~~either the retrospective or cumulative effect transition method. The Company is in the final stages of its review of contracts~~operations and ~~we do not expect any material impact~~liquidity and capital resources are based on our condensed consolidated financial statements, ~~for~~which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the ~~adoption~~reported amounts of ~~ASU No. 2014-09. We currently believe the only contracts with customers which will be accounted for under ASU No. 2014-09 are our Transit advertising contracts~~assets, liabilities, revenues and ~~production services. We~~expenses. There have ~~preliminarily determined to adopt the provisions of ASU No. 2014-09 using the cumulative effect transition method with an adjustment~~been no material changes to the ~~opening balance~~critical accounting policies and estimates as previously disclosed in Item 7 of ~~retained earnings of the annual reporting period that includes the date of initial application.~~

~~In November 2015, the FASB issued ASU No. 2015-17~~ ~~Income taxes – Balance Sheet Classification of Deferred Taxes. The amendments in this update require deferred tax liabilities~~our 2021 Combined Form 10-K.

Accounting Standards and assets be classified as noncurrent in the balance sheet. The amendments are effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted as of the beginning of an interim or annual reporting period. The Company adopted the update in ASU No. 2015-17 as of January 1, 2017. The Company’s 2016 consolidated balance sheet has been adjustedRegulatory Update

See Note 14, "New Accounting Pronouncements" to ~~reflect retrospective adoption of the update and the impact was not considered material.~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases~~. The update is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about lease arrangements. The amendments in this update are effective beginning January 1, 2019 with retrospective application. The Company is in the process of assessing the impact ASU No. 2016-02 will have on our ~~consolidated financial statements. The Company expects the primary impact to our~~condensed consolidated financial statements ~~will be the recognition, on~~included in Part 1, Item 1 of this report for a ~~discounted basis,~~discussion of our ~~minimum commitments under non-cancelable operating leases on our consolidated balance sheets, resulting in the recording of right of use assets~~Accounting Standards and ~~lease obligations.~~

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments.~~ The update clarifies how certain cash receipts and cash payments are presented in the statement of cash flows. The update is effective for annual periods beginning January 1, 2018 with early adoption permitted. The Company adopted the update in ASU No. 2016-15 as of January 1, 2017. The adoption of this update did not have a material impact on the consolidated financial statements.

~~In January 2017, the FASB issued ASU No. 2017-01,~~ ~~Business Combinations: Clarifying the definition of a business~~. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The update is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is allowed for transactions which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company adopted the update in ASU 2017-01 for transactions which occurred on or after October 1, 2016. The adoption of this update did not have a material impact on the consolidated financial statements.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles – Goodwill and other (Topic 350): Simplifying the test for goodwill impairment.~~ The update simplifies how a company completes its goodwill impairment test by eliminating the two-step process, which requires determining the fair value of assets acquired or liabilities assumed in a business combination. The update requires completing the goodwill impairment test by comparing the difference between the reporting units’ carrying value and fair value. Goodwill charges, if any, would be determined by reducing the goodwill balance by the excess of the reporting unit’s carrying value over its fair value. The update is effective for annual and interim fiscal periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on or after January 1, 2017. The Company plans to early adopt this update for its December 31, 2017 goodwill impairment test.

Regulatory Update.

LAMAR MEDIA CORP.

The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the ~~nine months~~three and ~~three~~nine months ended September 30, ~~2017~~2022 and ~~2016.~~2021. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes thereto.

RESULTS OF OPERATIONS

Nine ~~Months~~months ended September 30, ~~2017~~2022 compared to ~~Nine Months~~nine months ended September 30, ~~2016~~

2021

Net revenues increased ~~$29.2~~$203.8 million or ~~2.6%~~15.8% to ~~$1.14~~$1.50 billion for the nine months ended September 30, ~~2017~~2022 from ~~$1.11~~$1.29 billion for the same period in ~~2016.~~2021. This increase was primarily attributable ~~primarily~~ to an increase in billboard net revenues of ~~$21.8~~$167.6 million, ~~which represents~~ an increase in transit net revenues of ~~2.2%~~$34.9 million, and an increase in logo net revenues of $1.3 million over the same period in 2016. In addition, logo sign revenue increased $3.3 million, which represents an increase of 5.6% over the prior period and transit revenue increased $4.1 million, which represents an increase of 5.1% over the same period in 2016.

2021.

Total operating expenses, exclusive of depreciation and amortization and gain on ~~sale~~disposition of assets, increased ~~$7.4~~$110.9 million, or ~~1.1%~~15.5%, to ~~$656.5~~$828.1 million for the nine months ended September 30, ~~2017~~2022 from ~~$649.1~~$717.1 million infor the same period in ~~2016.~~2021. The ~~$7.4~~$110.9 million increase over the prior year is comprised of a ~~$17.0~~$115.4 million increase in total direct, ~~and~~ general and administrative ~~operating~~and corporate expenses (excluding stock-based compensation and transaction expenses) primarily related to the operations of our outdoor advertising assets, as well as a $3.8 million increase in transaction expenses related to acquisitions and ~~an increase~~the write-off of ~~$3.0 million in corporate expenses (excluding stock-based compensation expense),~~deferred offering costs, offset by a ~~$12.6~~$8.2 million decrease in stock-based ~~compensation expense.~~

compensation.

For the nine months ended September 30, ~~2017,~~2022, Lamar Media recognized a gain on disposition of assets ~~decreased $7.8~~of $2.0 million, ~~to $4.4 million as compared to $12.2 million for the same period in 2016. The decrease in gain on disposition of assets is~~ primarily resulting from transactions related to ~~a $5.9 million decrease in gain recognized for acquisition swap transactions in 2017 as compared to the same period in 2016.~~

billboard locations and displays.

Due to the above factors, operating income increased by ~~$11.7~~$96.4 million to ~~$335.7~~$468.3 million for the nine months ended September 30, ~~2017~~2022 as compared to ~~$324.0~~$371.9 million for the same period in ~~2016.~~

2021.

During the nine months ended September 30, ~~2017~~2021, Lamar Media recognized a ~~$0.1 million~~ loss on debt extinguishment of ~~debt,~~$21.6 million related to the ~~amendment~~early repayment of ~~its senior credit facility. See “Sources of Cash” for more information.~~

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Equity in ~~2017.~~

earnings of investee was $2.7 million and $1.1 million for the nine months ended September 30, 2022 and 2021, respectively, as a result of investments that occurred in July of 2021.

The increase in operating income and athe decrease in loss on extinguishment of debt, ~~extinguishment,~~ offset by the increase in interest expense, ~~described above~~ resulted in ~~$240.1~~a $110.5 million increase in net income before income taxes. The effective tax rate for the nine months ended September 30, ~~2017~~2022 was ~~3.9%~~2.4%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.

As a result of the above factors, Lamar Media recognized net income for the nine months ended September 30, ~~2017~~2022 of ~~$230.8~~$372.9 million, as compared to net income of ~~$218.6~~$265.5 million for the same period in ~~2016.~~

2021.

Reconciliations:

acquisition or divestiture of these assets for the same time frame that those assets were owned in the nine months ended September 30, ~~2017.~~

2022.

Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue


	Nine months ended September 30,					Nine Months Ended September 30,
	2017		2016			2022		2021
	(in thousands)					(in thousands)
Reported net revenue	$	1,142,785	$	1,113,577	Reported net revenue	$	1,496,630	$	1,292,827
Acquisition net revenue		—		13,932	Acquisition net revenue	—		46,925
Adjusted totals	$	1,142,785	$	1,127,509	Adjusted totals	$	1,496,630	$	1,339,752

Key Performance Indicators

Net Income/Adjusted EBITDA

(in thousands)


	Nine Months Ended September 30,				Amount of Increase (Decrease)		Percent Increase (Decrease)
	2022		2021
Net income	$	372,927	$	265,473	$	107,454	40.5	%
Income tax expense	8,976		5,922		3,054
Loss on debt extinguishment	—		21,604		(21,604)
Transaction expenses	3,769		—		3,769
Interest expense (income), net	89,082		80,084		8,998
Equity in earnings of investee	(2,655)		(1,141)		(1,514)
Gain on disposition of assets	(1,990)		(1,922)		(68)
Depreciation and amortization	202,210		205,671		(3,461)
Capitalized contract fulfillment costs, net	(463)		(900)		437
Stock-based compensation expense	14,331		22,540		(8,209)
Adjusted EBITDA	$	686,187	$	597,331	$	88,856	14.9	%

Nine Months Ended
September 30,

Amount of
Increase

Percent
Increase

2017

2016

(Decrease)

(Decrease)

Net income

$
230,809

$
218,573

$
12,236

5.6
%
Income tax expense

9,257

9,730

(473
)

Loss on debt extinguishment

71

3,198

(3,127
)

Interest expense (income), net

95,520

92,463

3,057

Gain on disposition of assets

(4,377
)

(12,221
)

7,844

Depreciation and amortization

155,003

152,729

2,274

Stock-based compensation expense

7,060

19,650

(12,590
)

Adjusted EBITDA

$
493,343

$
484,122

$
9,221

1.9
%

Adjusted EBITDA for the nine months ended September 30, ~~2017~~2022 increased ~~1.9%~~14.9% to ~~$493.3~~$686.2 million. The increase in ~~Adjusted~~adjusted EBITDA was primarily attributable to an increase in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and ~~amortization)~~amortization and capitalized contract fulfillment costs, net) of ~~$20.5~~$128.9 million, ~~and was~~ offset by an increase in total

Due to the above factors, operating income increased by ~~$11.9~~$47.7 million to ~~$131.8~~$181.1 million for the three months ended September 30, ~~2017~~2022 as compared to ~~$119.9~~$133.5 million for the same period in ~~2016.~~

~~Delaware~~	~~72-1449411~~
Delaware		~~72-1205791~~ 47-0961620
Delaware		72-1205791
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

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


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

	~~Page~~
		Page
PART I — FINANCIAL INFORMATION			5

ITEM 1. FINANCIAL STATEMENTS			5

Lamar Advertising Company
Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2022 and December 31, ~~201~~20216			5
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, ~~2017~~2022 and ~~2016~~2021			6
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021		7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2022 and ~~201~~20216			7 9
Notes to Condensed Consolidated Financial Statements			~~8-15~~ 10

Lamar Media Corp.
Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2022 and December 31, ~~2016~~2021			16 23
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, ~~2017~~2022 and ~~201~~20216			17 24
Condensed Consolidated Statements of Stockholder's Equity for the three and nine months ended September 30, 2022 and 2021		25
Condensed Consolidated Statements of Cash Flows for the nine months ended ~~September~~Se ptember 30, ~~2017~~2022 and ~~201~~20216			18 26
Notes to Condensed Consolidated Financial Statements			~~19-27~~ 27

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			~~28-43~~ 36

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			44 54

ITEM 4. Controls and Procedures			45 54

PART II — OTHER INFORMATION			45 55

ITEM 1A. Risk Factors			45 55

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			45 55

ITEM 5. Other Information			45 55

ITEM 6. Exhibits			~~45-46~~ 55


	Three months ended September 30,						Nine months ended September 30,							Three Months Ended September 30,				Nine Months Ended September 30,
	2017			2016			2017			2016				2022		2021		2022		2021
Statements of Income													Statements of Income
Net revenues	$	399,345		$	387,516		$	1,142,785		$	1,113,577		Net revenues	$	527,390	$	476,894	$	1,496,630	$	1,292,827
Operating expenses (income)													Operating expenses (income)
Direct advertising expenses (exclusive of depreciation and amortization)		134,977			131,778			401,896			393,228		Direct advertising expenses (exclusive of depreciation and amortization)	168,968		147,310		493,463		418,973
General and administrative expenses (exclusive of depreciation and amortization)		68,500			67,487			206,452			200,734		General and administrative expenses (exclusive of depreciation and amortization)	87,181		85,946		260,923		234,429
Corporate expenses (exclusive of depreciation and amortization)		15,088			19,359			48,451			55,432		Corporate expenses (exclusive of depreciation and amortization)	24,474		26,028		74,077		64,431
Depreciation and amortization		51,796			49,307			155,003			152,729		Depreciation and amortization	65,833		84,300		202,210		205,671
Gain on disposition of assets		(2,734	)		(189	)		(4,377	)		(12,221	)	Gain on disposition of assets	(53)		(26)		(1,990)		(1,922)
		267,627			267,742			807,425			789,902			346,403		343,558		1,028,683		921,582
Operating income		131,718			119,774			335,360			323,675		Operating income	180,987		133,336		467,947		371,245
Other expense (income)													Other expense (income)
Loss on extinguishment of debt		—			—			71			3,198		Loss on extinguishment of debt	—		—		—		21,604
Interest income		(2	)		(2	)		(6	)		(6	)	Interest income	(248)		(198)		(742)		(554)
Interest expense		32,064			31,102			95,526			92,469		Interest expense	33,545		26,125		89,824		80,638
Equity in earnings of investee													Equity in earnings of investee	(1,554)		(1,141)		(2,655)		(1,141)
		32,062			31,100			95,591			95,661			31,743		24,786		86,427		100,547
Income before income tax expense		99,656			88,674			239,769			228,014		Income before income tax expense	149,244		108,550		381,520		270,698
Income tax expense		3,325			3,613			9,257			9,730		Income tax expense	3,056		1,712		8,976		5,922
Net income		96,331			85,061			230,512			218,284		Net income	146,188		106,838		372,544		264,776
Cash dividends declared and paid on preferred stock		91			91			273			273		Cash dividends declared and paid on preferred stock	91		91		273		273
Net income applicable to common stock	$	96,240		$	84,970		$	230,239		$	218,011		Net income applicable to common stock	$	146,097	$	106,747	$	372,271	$	264,503
Earnings per share:													Earnings per share:
Basic earnings per share	$	0.98		$	0.87		$	2.35		$	2.25		Basic earnings per share	$	1.44	$	1.05	$	3.67	$	2.62
Diluted earnings per share	$	0.98		$	0.87		$	2.34		$	2.23		Diluted earnings per share	$	1.44	$	1.05	$	3.66	$	2.61
Cash dividends declared per share of common stock	$	0.83		$	0.76		$	2.49		$	2.26		Cash dividends declared per share of common stock	$	1.20	$	1.00	$	3.50	$	2.50
Weighted average common shares used in computing earnings per share:													Weighted average common shares used in computing earnings per share:
Weighted average common shares outstanding basic		98,044,523			97,254,125			97,855,642			97,056,456		Weighted average common shares outstanding basic	101,580,997		101,195,158		101,469,918		101,097,124
Weighted average common shares outstanding diluted		98,490,277			97,881,878			98,340,248			97,631,606		Weighted average common shares outstanding diluted	101,685,965		101,401,754		101,599,157		101,298,444
Statements of Comprehensive Income													Statements of Comprehensive Income
Net income	$	96,331		$	85,061		$	230,512		$	218,284		Net income	$	146,188	$	106,838	$	372,544	$	264,776
Other comprehensive income (loss)
Other comprehensive loss													Other comprehensive loss
Foreign currency translation adjustments		1,216			(328	)		2,104			1,151		Foreign currency translation adjustments	(1,401)		(588)		(1,770)		(84)
Comprehensive income	$	97,547		$	84,733		$	232,616		$	219,435		Comprehensive income	$	144,787	$	106,250	$	370,774	$	264,692


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Billboard advertising	$	471,450	$	430,103	$	1,337,015	$	1,169,426
Logo advertising	19,632		19,720		60,137		58,820
Transit advertising	36,308		27,071		99,478		64,581
Net revenues	$	527,390	$	476,894	$	1,496,630	$	1,292,827

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

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

	September 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	29,419		$	35,530
Receivables, net of allowance for doubtful accounts of $11,529 and $9,356 in 2017 and 2016, respectively		223,088			189,935
Prepaid lease expenses		72,816			48,815
Other current assets		45,187			39,973
Total current assets		370,510			314,253
Property, plant and equipment		3,354,962			3,294,251
Less accumulated depreciation and amortization		(2,174,393	)		(2,111,536	)
Net property, plant and equipment		1,180,569			1,182,715
Goodwill		1,740,469			1,726,358
Intangible assets		668,667			637,153
Other assets		43,015			38,405
Total assets	$	4,003,230		$	3,898,884
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	18,054		$	17,653
Current maturities of long-term debt, net of deferred financing costs of $5,085 and $5,459 in 2017 and 2016, respectively		17,415			33,916
Accrued expenses		99,548			134,433
Deferred income		103,670			91,322
Total current liabilities		238,687			277,324
Long-term debt, net of deferred financing costs of $24,888 and $23,510 in 2017 and 2016, respectively		2,432,014			2,315,267
Deferred income tax liabilities		326			279
Asset retirement obligation		212,141			210,889
Other liabilities		29,536			25,597
Total liabilities		2,912,704			2,829,356
Stockholders’ equity:
Series AA preferred stock, par value $.001, $63.80 cumulative dividends, 5,720 shares authorized; 5,720 shares issued and outstanding at 2017 and 2016		—			—
Class A common stock, par value $.001, 362,500,000 shares authorized; 84,007,335 and 83,038,831 shares issued at 2017 and 2016, respectively; 83,676,051 and 82,822,743 issued and outstanding at 2017 and 2016, respectively		84			83
Class B common stock, par value $.001, 37,500,000 shares authorized, 14,420,085 and 14,610,365 shares issued and outstanding at 2017 and 2016, respectively		14			15
Additional paid-in capital		1,754,892			1,713,312
Accumulated comprehensive income (loss)		1,480			(624	)
Accumulated deficit		(644,644	)		(630,955	)
Cost of shares held in treasury, 331,284 and 216,088 shares at 2017 and 2016, respectively		(21,300	)		(12,303	)
Stockholders’ equity		1,090,526			1,069,528
Total liabilities and stockholders’ equity	$	4,003,230		$	3,898,884


	Series AA PREF Stock		Class A CMN Stock		Class B CMN Stock		Treasury Stock		Add’l Paid in Capital		Accumulated Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance, December 31, 2021	$	—	$	88	$	14	$	(50,852)	$	2,001,399	$	855	$	(734,415)	$	1,217,089
Non-cash compensation	—		—		—		—		1,405		—		—		1,405
Issuance of 241,750 shares of common stock through stock awards	—		—		—		—		30,145		—		—		30,145
Exercise of 26,190 shares of stock options	—		—		—		—		1,307		—		—		1,307
Issuance of 36,347 shares of common stock through employee purchase plan	—		—		—		—		3,589		—		—		3,589
Purchase of 95,091 shares of treasury stock	—		—		—		(10,446)		—		—		—		(10,446)
Foreign currency translation	—		—		—		—		—		314		—		314
Net income	—		—		—		—		—		—		92,151		92,151
Dividends/distributions to common shareholders ($1.10 per common share)	—		—		—		—		—		—		(111,602)		(111,602)
Dividends ($15.95 per preferred share)	—		—		—		—		—		—		(91)		(91)
Balance, March 31, 2022	$	—	$	88	$	14	$	(61,298)	$	2,037,845	$	1,169	$	(753,957)	$	1,223,861
Non-cash compensation	—		—		—		—		1,356		—		—		1,356
Issuance of 7,197 shares of common stock through stock awards	—		—		—		—		221		—		—		221
Exercise of 13,131 shares of stock options	—		—		—		—		599		—		—		599
Issuance of 32,172 shares of common stock through employee purchase plan	—		—		—		—		2,406		—		—		2,406

Foreign currency translation	—		—		—		—		—		(683)		—		(683)
Net income	—		—		—		—		—		—		134,205		134,205
Dividends/distributions to common shareholders ($1.20 per common share)	—		—		—		—		—		—		(121,808)		(121,808)
Dividends ($15.95 per preferred share)	—		—		—		—		—		—		(91)		(91)
Balance, June 30, 2022	$	—	$	88	$	14	$	(61,298)	$	2,042,427	$	486	$	(741,651)	$	1,240,066
Non-cash compensation	—		—		—		—		4,283		—		—		4,283

Exercise of 114,440 shares of stock options	—		—		—		—		4,945		—		—		4,945
Issuance of shares 35,016 of common stock through employee purchase plan	—		—		—		—		2,455		—		—		2,455
Purchase of 588 shares of treasury stock	—		—		—		(60)		—		—		—		(60)
Foreign currency translation	—		—		—		—		—		(1,401)		—		(1,401)
Net income	—		—		—		—		—		—		146,188		146,188
Dividends/distributions to common shareholders ($1.20 per common share)	—		—		—		—		—		—		(122,100)		(122,100)
Dividends ($15.95 per preferred share)	—		—		—		—		—		—		(91)		(91)
Balance, September 30, 2022	$	—	$	88	$	14	$	(61,358)	$	2,054,110	$	(915)	$	(717,654)	$	1,274,285


2022	$	38,728
2023	214,565
2024	182,568
2025	155,303
2026	130,949
Thereafter	868,615
Total undiscounted operating lease payments	1,590,728
Less: Imputed interest	(402,633)
Total operating lease liabilities	$	1,188,095


	Total
Property, plant and equipment	$	41,876
Goodwill	66,514
Site locations	156,154
Non-competition agreements	2,023
Customer lists and contracts	21,646

Asset acquisition costs	604
Current assets	1,857
Current liabilities	(6,367)
Operating lease right of use assets	32,184
Operating lease liabilities	(28,631)


	$	287,860

	~~Shares~~
		Shares
Available for future purchases, January 1, ~~2017~~ 2022		342,226	~~250,573~~
Additional shares reserved under ~~2009~~2019 ESPP		86,853	~~82,823~~
Purchases		(103,535)	~~(84,005~~	)
Available for future purchases, September 30, ~~2017~~ 2022		325,544	~~249,391~~

	Total
Property, plant and equipment	$	14,305
Goodwill		13,925
Site locations		82,262
Non-competition agreements		325
Customer lists and contracts		10,224
Acquisition costs		194
Current assets		2,465
Current liabilities		(510	)
Other liabilities		(375	)
	$	122,815


	Estimated		September 30, 2017				December 31, 2016					Estimated Life (Years)		September 30, 2022						December 31, 2021
	Life (Years)		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization				Gross Carrying Amount			Accumulated Amortization			Gross Carrying Amount			Accumulated Amortization
Amortizable intangible assets:											Amortizable intangible assets:	Estimated Life (Years)
Customer lists and contracts	7—10		$	570,073	$	501,556	$	559,513	$	490,514	Customer lists and contracts	7—10		$	698,330		$	607,675		$	676,846		$	587,056
Non-competition agreements	3—15			64,976		63,861		64,646		63,692	Non-competition agreements	3—15		71,293			65,449			69,276			64,941
Site locations		15		1,937,725		1,354,594		1,885,554		1,318,976	Site locations	15		2,774,518			1,754,384			2,619,531			1,680,333
Other	2—15			45,406		29,502		14,174		13,552	Other	2—15		51,866			40,141			51,261			39,407
			$	2,618,180	$	1,949,513	$	2,523,887	$	1,886,734				$	3,596,007		$	2,467,649		$	3,416,914		$	2,371,737
Unamortizable intangible assets:											Unamortizable intangible assets:
Goodwill			$	1,994,005	$	253,536	$	1,979,894	$	253,536	Goodwill			$	2,256,283		$	253,536		$	2,189,962		$	253,536

Balance at December 31, 2016	$	210,889
Additions to asset retirement obligations		1,103
Accretion expense		3,182
Liabilities settled		(3,033	)
Balance at September 30, 2017	$	212,141


Balance at December 31, 2021	$	269,367
Additions to asset retirement obligations	4,593
Revision in estimates	3,524
Accretion expense	3,162
Liabilities settled	(2,554)
Balance at September 30, 2022	$	278,092


	September 30, 2017										September 30, 2022
	Debt			Deferred financing costs			Debt, net of deferred financing costs				Debt		Deferred financing costs		Debt, net of deferred financing costs
Senior Credit Facility	$	534,375		$	8,133		$	526,242		Senior Credit Facility	$	948,907	$	8,851	$	940,056
5 7/8% Senior Subordinated Notes		500,000			6,162			493,838
5% Senior Subordinated Notes		535,000			5,127			529,873
5 3/8% Senior Notes		510,000			5,155			504,845
5 3/4% Senior Notes		400,000			5,396			394,604
Accounts Receivable Securitization Program										Accounts Receivable Securitization Program	200,000		651		199,349
3 3/4% Senior Notes										3 3/4% Senior Notes	600,000		6,263		593,737
3 5/8% Senior Notes										3 5/8% Senior Notes	550,000		7,167		542,833
4% Senior Notes										4% Senior Notes	549,418		6,650		542,768
4 7/8% Senior Notes										4 7/8% Senior Notes	400,000		4,563		395,437
Other notes with various rates and terms		27			—			27		Other notes with various rates and terms	2,105		—		2,105
		2,479,402			29,973			2,449,429			3,250,430		34,145		3,216,285
Less current maturities		(22,500	)		(5,085	)		(17,415	)	Less current maturities	(200,373)		(651)		(199,722)
Long-term debt, excluding current maturities	$	2,456,902		$	24,888		$	2,432,014		Long-term debt, excluding current maturities	$	3,050,057	$	33,494	$	3,016,563

Principal Payment Date	Principal Amount
December 31, 2017-June 30, 2019	$	5,625.0
September 30, 2019-June 30, 2020	$	8,437.5
September 30, 2020-March 31, 2022	$	16,875.0
Term A Loan Maturity Date	$	253,125.0


	Common Stock		Additional Paid-In Capital		Accumulated Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance, December 31, 2021	$	—	$	3,071,905	$	855	$	(1,864,414)	$	1,208,346
Contribution from parent	—		36,447		—		—		36,447
Foreign currency translations	—		—		314		—		314
Net income	—		—		—		92,287		92,287
Dividend to parent	—		—		—		(122,047)		(122,047)
Balance, March 31, 2022	$	—	3,108,352		1,169		(1,894,174)		$	1,215,347
Contribution from parent	—		4,582		—		—		4,582
Foreign currency translations	—		—		(683)		—		(683)
Net income	—		—		—		134,315		134,315
Dividend to parent	—		—		—		(121,809)		(121,809)
Balance, June 30, 2022	$	—	3,112,934		486		(1,881,668)		$	1,231,752
Contribution from parent	—		11,683		—		—		11,683
Foreign currency translations	—		—		(1,401)		—		(1,401)
Net income	—		—		—		146,325		146,325
Dividend to parent	—		—		—		(122,159)		(122,159)
Balance, September 30, 2022	$	—	3,124,617		(915)		(1,857,502)		$	1,266,200


	Common Stock		Additional Paid-In Capital		Accumulated Comprehensive Income		Accumulated Deficit		Total
Balance, December 31, 2020	$	—	$	3,034,357	$	934	$	(1,842,447)	$	1,192,844
Contribution from parent	—		21,831		—		—		21,831
Foreign currency translations	—		—		204		—		204
Net income	—		—		—		38,466		38,466
Dividend to parent	—		—		—		(81,535)		(81,535)
Balance, March 31, 2021	$	—	3,056,188		1,138		(1,885,516)		$	1,171,810
Contribution from parent	—		6,154		—		—		6,154
Foreign currency translations	—		—		300		—		300
Net income	—		—		—		120,033		120,033
Dividend to parent	—		—		—		(75,874)		(75,874)
Balance, June 30, 2021	$	—	3,062,342		1,438		(1,841,357)		$	1,222,423
Contribution from parent	—		5,327		—		—		5,327
Foreign currency translations	—		—		(588)		—		(588)
Net income	—		—		—		106,974		106,974
Dividend to parent	—		—		—		(101,294)		(101,294)
Balance, September 30, 2021	$	—	3,067,669		850		(1,835,677)		$	1,232,842

~~Exhibit~~ ~~Number~~	~~Description~~
Exhibit Number		Description
~~3.1~~
3.1		Amended and Restated Certificate of Incorporation of Lamar Advertising Company (the “Company”), as filed with the Secretary of the State of Delaware effective as of November 18, 2014. Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on November 19, 2014 and incorporated herein by ~~reference~~.reference.

3.2		Certificate of Merger, effective as of November 18, 2014. Previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on November 19, 2014 and incorporated herein by ~~reference~~.reference.

3.3		Amended and Restated Certificate of Incorporation of Lamar Media Corp. (“Lamar Media”) Previously filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 (File No. 0-30242) filed on May 10, 2007 and incorporated herein by ~~reference~~.reference.

3.4		Amended and Restated Bylaws of the Company, adopted as of November 18, 2014. Previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on November 19, 2014 and incorporated herein by ~~reference~~.reference.

~~Exhibit~~ ~~Number~~	~~Description~~
3.5		Amended and Restated Bylaws of Lamar Media. Previously filed as Exhibit 3.1 to Lamar Media’s Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No. 1-12407) filed on November 12, 1999 and incorporated herein by ~~reference~~.reference.

10.1		Amended and Restated Limited Partnership Agreement Lamar Advertising ~~Company 2009 Employee Stock Purchase Plan,~~Limited Partnership, dated July 1, 2022. Previously filed as ~~amended. Filed herewith~~.Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on July 7, 2022 and incorporated herein by reference.
~~12(a)~~		~~Statement regarding computation of earnings to fixed charges for the Company. Filed herewith.~~
10.2		Form of LTIP Unit Award Agreement. Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on July 7, 2022 and incorporated herein by reference.
~~12(b)~~		~~Statement regarding computation of earnings to fixed charges for Lamar Media. Filed herewith.~~
10.3		Amendment No. 2, dated as of July 29, 2022 to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on August 3, 2022 and incorporated herein by reference.
~~31.1~~
31.1		Certification of the Chief Executive Officer of the Company and Lamar Media pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.


31.2						Certification of the Chief Financial Officer of the Company and Lamar Media pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

32.1						Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

101						The following ~~materials~~financial statements from the ~~combined~~Company’s Quarterly Report ~~of the Company and Lamar Media~~ on Form 10-Q for the ~~nine months~~quarter ended September 30, ~~2017,~~2022, formatted in ~~XBRL (eXtensible Business Reporting Language):~~Inline XBRL: (i) Condensed Consolidated Balance Sheets, ~~as of September 30, 2017 and December 31, 2016 of the Company and Lamar Media,~~ (ii) Condensed Consolidated Statements of Income and Comprehensive Income, ~~for the three and nine months ended September 30, 2017 and 2016~~(iii) Condensed Consolidated Statements of ~~the Company and Lamar Media, (iii)~~Stockholders' Equity, (iv) Condensed Consolidated Statements of Cash Flows, ~~for the nine months ended September 30, 2017~~ and ~~2016 of the Company and Lamar Media, and (iv)~~(v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of ~~the Company~~text and ~~Lamar Media~~ including detailed tags.

104						Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).


	LAMAR ADVERTISING COMPANY

DATED: November ~~6, 2017~~ 4, 2022	BY:	/s/ ~~Keith A. Istre~~ Jay L. Johnson
		Executive Vice President, Chief Financial ~~and Accounting~~ Officer and Treasurer

	LAMAR MEDIA CORP.

DATED: November ~~6, 2017~~ 4, 2022	BY:	/s/ ~~Keith A. Istre~~ Jay L. Johnson
		Executive Vice President, Chief Financial ~~and Accounting~~ Officer and Treasurer