UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 10-Q ________________________________________________________ x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-36756 __________________________________ Lama ...

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q%20Filing%20Information) This section provides general information about the Form 10-Q filing for Lamar Advertising Company and Lamar Media Corp. for the period ended June 30, 2021 [General Information](index=1&type=section&id=General%20Information) This report is a Quarterly Report on Form 10-Q for Q2 2021, filed by Lamar Advertising Company and its subsidiary, both non-shell companies - The report is a Quarterly Report on Form 10-Q for the period ended June 30, 2021[2](index=2&type=chunk) - Lamar Advertising Company is a **large accelerated filer**, and Lamar Media Corp. is a **non-accelerated filer**[4](index=4&type=chunk)[5](index=5&type=chunk) - Both Lamar Advertising Company and Lamar Media Corp. are **not shell companies**[5](index=5&type=chunk) Lamar Advertising Company - Shares Outstanding as of July 31, 2021 | Class of Stock | Shares Outstanding | | :--------------- | :----------------- | | Class A common stock (Lamar Advertising Company) | 86,762,533 | | Class B common stock (Lamar Advertising Company) | 14,420,085 | | Common stock (Lamar Media Corp.) | 100 | [NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=2&type=section&id=NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section outlines the nature of forward-looking statements within the report and the associated risks and disclaimers [Forward-Looking Statements Disclosure](index=2&type=section&id=Forward-Looking%20Statements%20Disclosure) This section identifies forward-looking statements, their inherent risks, and the company's disclaimer to update them - Forward-looking statements are identified by terms such as 'anticipates,' 'believes,' 'plans,' 'expects,' 'future,' 'intends,' 'may,' 'will,' 'should,' 'estimates,' 'predicts,' 'potential,' 'continue' and similar expressions[6](index=6&type=chunk) - Key areas of forward-looking statements include future financial performance, business plans, capital expenditures, market opportunities, cash flows, dividend distributions, and ability to maintain **REIT qualification**[8](index=8&type=chunk) - Significant risks include general economic and financial market conditions, the impact of the **COVID-19 pandemic**, advertising expenditure levels, indebtedness, competition, regulatory changes, and the ability to maintain **REIT status**[8](index=8&type=chunk) - The company expressly disclaims any obligation to update or revise any forward-looking statement, except as required by law[9](index=9&type=chunk) [PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This part contains the unaudited condensed consolidated financial statements and management's discussion and analysis for the reporting period [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for Lamar Advertising Company and Lamar Media Corp., including balance sheets, income, equity, and cash flow statements [Lamar Advertising Company - Condensed Consolidated Financial Statements](index=5&type=section&id=Lamar%20Advertising%20Company%20-%20Condensed%20Consolidated%20Financial%20Statements) This sub-section details Lamar Advertising Company's financial statements, showing asset decrease, equity increase, and significant revenue and net income growth [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Lamar Advertising Company - Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :-------------------------------- | :-------------- | :------------------ | | Total assets | $5,715,298 | $5,791,441 | | Total liabilities | $4,483,693 | $4,588,673 | | Stockholders' equity | $1,231,605 | $1,202,768 | - Total assets decreased by **$76,143 thousand**, while stockholders' equity increased by **$28,837 thousand** from December 31, 2020, to June 30, 2021[15](index=15&type=chunk) [Condensed Consolidated Statements of Income and Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) Lamar Advertising Company - Condensed Consolidated Statements of Income (in thousands, except per share data) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenues | $445,052 | $347,652 | $815,933 | $754,221 | | Operating income | $148,986 | $66,452 | $237,909 | $163,023 | | Net income | $119,609 | $31,429 | $157,938 | $71,922 | | Basic earnings per share | $1.18 | $0.31 | $1.56 | $0.71 | | Diluted earnings per share | $1.18 | $0.31 | $1.56 | $0.71 | - Net revenues increased by **28.0%** for the three months and **8.2%** for the six months ended June 30, 2021, compared to the same periods in 2020[17](index=17&type=chunk) - Net income increased significantly by **280.6%** for the three months and **119.6%** for the six months ended June 30, 2021, compared to the same periods in 2020[17](index=17&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Lamar Advertising Company - Stockholders' Equity Changes (in thousands) | Item | Six Months Ended June 30, 2021 | | :--------------------------------- | :----------------------------- | | Balance, December 31, 2020 | $1,202,768 | | Non-cash compensation | $1,977 | | Issuance of common stock (stock awards & ESPP) | $18,137 | | Exercise of stock options | $7,799 | | Purchase of treasury stock | $(5,717) | | Foreign currency translation | $504 | | Net income | $157,938 | | Dividends/distributions to common shareholders | $(151,692) | | Dividends to preferred shareholders | $(182) | | Balance, June 30, 2021 | $1,231,605 | - Stockholders' equity increased from **$1,202,768 thousand** at December 31, 2020, to **$1,231,605 thousand** at June 30, 2021[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Lamar Advertising Company - Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $285,257 | $210,677 | | Net cash used in investing activities | $(64,670) | $(57,677) | | Net cash used in financing activities | $(273,643) | $(1,903) | | Net (decrease) increase in cash and cash equivalents | $(52,843) | $150,905 | | Cash and cash equivalents at end of period | $68,726 | $177,093 | - Net cash provided by operating activities increased by **$74,580 thousand**, while net cash used in financing activities significantly increased due to debt redemption in 2021[24](index=24&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The interim condensed consolidated financial statements are unaudited and include all necessary normal recurring adjustments for fair presentation[26](index=26&type=chunk) Lamar Advertising Company - Disaggregated Revenue by Source (in thousands) | Revenue Source | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Billboard advertising | $405,284 | $312,095 | $739,323 | $667,400 | | Logo advertising | $19,694 | $21,053 | $39,100 | $42,445 | | Transit advertising | $20,074 | $14,504 | $37,510 | $44,376 | | **Net revenues** | **$445,052** | **$347,652** | **$815,933** | **$754,221** | - Operating lease costs for the six months ended June 30, 2021, were **$145,350 thousand**, a decrease from **$158,734 thousand** in the prior year[35](index=35&type=chunk) - Total long-term debt, net of deferred financing costs, decreased from **$2,764,082 thousand** at December 31, 2020, to **$2,661,486 thousand** at June 30, 2021[15](index=15&type=chunk)[54](index=54&type=chunk) - The company redeemed **$650,000 thousand** of 5 3/4% Senior Notes in February 2021, incurring a loss on debt extinguishment of approximately **$21,604 thousand**[79](index=79&type=chunk) - Cash distributions to common shareholders were **$0.75 per share** for both the first and second quarters of 2021, totaling **$1.50 per share** for the six months[96](index=96&type=chunk) [Lamar Media Corp. - Condensed Consolidated Financial Statements](index=24&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Financial%20Statements) This sub-section details Lamar Media Corp.'s financial statements, mirroring the parent company's performance with increased revenues and net income [Condensed Consolidated Balance Sheets](index=24&type=section&id=Condensed%20Consolidated%20Balance%20Sheets_Lamar%20Media) Lamar Media Corp. - Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :-------------------------------- | :-------------- | :------------------ | | Total assets | $5,698,835 | $5,774,707 | | Total liabilities | $4,476,412 | $4,581,863 | | Stockholder's equity | $1,222,423 | $1,192,844 | - Total assets decreased by **$75,872 thousand**, while stockholder's equity increased by **$29,579 thousand** from December 31, 2020, to June 30, 2021[107](index=107&type=chunk) [Condensed Consolidated Statements of Income and Comprehensive Income](index=25&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income_Lamar%20Media) Lamar Media Corp. - Condensed Consolidated Statements of Income (in thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenues | $445,052 | $347,652 | $815,933 | $754,221 | | Operating income | $149,410 | $66,557 | $238,470 | $163,252 | | Net income | $120,033 | $31,534 | $158,499 | $72,151 | - Net revenues increased by **28.0%** for the three months and **8.2%** for the six months ended June 30, 2021, compared to the same periods in 2020[109](index=109&type=chunk) - Net income increased by **280.6%** for the three months and **119.7%** for the six months ended June 30, 2021, compared to the same periods in 2020[109](index=109&type=chunk) [Condensed Consolidated Statements of Stockholder's Equity](index=26&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholder%27s%20Equity_Lamar%20Media) Lamar Media Corp. - Stockholder's Equity Changes (in thousands) | Item | Six Months Ended June 30, 2021 | | :--------------------------------- | :----------------------------- | | Balance, December 31, 2020 | $1,192,844 | | Contribution from parent | $27,985 | | Foreign currency translations | $504 | | Net income | $158,499 | | Dividend to parent | $(157,409) | | Balance, June 30, 2021 | $1,222,423 | - Stockholder's equity increased from **$1,192,844 thousand** at December 31, 2020, to **$1,222,423 thousand** at June 30, 2021[112](index=112&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=27&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows_Lamar%20Media) Lamar Media Corp. - Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $269,129 | $182,753 | | Net cash used in investing activities | $(64,670) | $(57,677) | | Net cash (used in) provided by financing activities | $(257,515) | $26,021 | | Net (decrease) increase in cash and cash equivalents | $(52,843) | $150,905 | | Cash and cash equivalents at end of period | $68,226 | $176,593 | - Net cash provided by operating activities increased by **$86,376 thousand**, while financing activities shifted from a net inflow of **$26,021 thousand** in 2020 to a net outflow of **$257,515 thousand** in 2021, primarily due to debt redemption[114](index=114&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=28&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements_Lamar%20Media) - The notes for Lamar Media Corp. are substantially equivalent to those of Lamar Advertising Company, with specific summarized financial information provided for subsidiary guarantors and non-guarantor subsidiaries[117](index=117&type=chunk)[118](index=118&type=chunk) Lamar Media Corp. - Condensed Consolidating Balance Sheet (June 30, 2021, in thousands) | Metric | Lamar Media Corp. | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Lamar Media Consolidated | | :-------------------------- | :---------------- | :--------------------- | :------------------------- | :----------- | :----------------------- | | Total current assets | $61,090 | $26,228 | $260,375 | $0 | $347,693 | | Net property, plant and equipment | $0 | $1,250,719 | $14,775 | $0 | $1,265,494 | | Intangibles and goodwill, net | $0 | $2,763,265 | $17,659 | $0 | $2,780,924 | | Total assets | $4,073,781 | $5,507,037 | $470,017 | $(4,352,000) | $5,698,835 | | Total liabilities | $2,851,358 | $1,583,448 | $462,929 | $(421,323) | $4,476,412 | | Stockholder's equity | $1,222,423 | $3,923,589 | $7,088 | $(3,930,677) | $1,222,423 | Lamar Media Corp. - Condensed Consolidating Statements of Income (Six Months Ended June 30, 2021, in thousands) | Metric | Lamar Media Corp. | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Lamar Media Consolidated | | :-------------------------- | :---------------- | :--------------------- | :------------------------- | :----------- | :----------------------- | | Net revenues | $0 | $800,596 | $16,110 | $(773) | $815,933 | | Operating income | $0 | $237,238 | $1,232 | $0 | $238,470 | | Net income | $158,499 | $233,381 | $448 | $(233,829) | $158,499 | [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results for Lamar Advertising and Lamar Media, covering business, COVID-19 impact, acquisitions, capital expenditures, non-GAAP measures, operations, and liquidity [LAMAR ADVERTISING COMPANY](index=37&type=section&id=LAMAR%20ADVERTISING%20COMPANY_MD%26A) This sub-section covers Lamar Advertising Company's business, COVID-19 impact, capital strategies, financial performance, and liquidity, showing strong recovery and growth [Overview](index=37&type=section&id=Overview_Lamar%20Advertising) - Net revenues are primarily derived from renting advertising space on outdoor displays[144](index=144&type=chunk) - Revenue growth is influenced by increasing occupancy, raising advertising rates, and acquiring new displays, all sensitive to general economic conditions and advertising industry trends[144](index=144&type=chunk) - The **COVID-19 pandemic** initially reduced demand but showed improvement from June 2020 to June 2021, leading to a resumption of acquisition activities and capital projects[145](index=145&type=chunk) [Acquisitions and Capital Expenditures](index=37&type=section&id=Acquisitions%20and%20capital%20expenditures_Lamar%20Advertising) - The Company completed acquisitions totaling approximately **$27.2 million** in cash during the six months ended June 30, 2021[148](index=148&type=chunk) Lamar Advertising Company - Capital Expenditures (in thousands) | Category | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Billboard — traditional | $4,604 | $1,503 | $7,371 | $8,023 | | Billboard — digital | $13,627 | $5,227 | $22,701 | $16,802 | | Logos | $2,644 | $670 | $4,567 | $3,545 | | Transit | $757 | $289 | $1,210 | $1,855 | | Land and buildings | $1,388 | $1,022 | $2,362 | $2,258 | | Operating equipment | $2,064 | $1,854 | $3,205 | $3,791 | | **Total capital expenditures** | **$25,084** | **$10,565** | **$41,416** | **$36,274** | - Total capital expenditures for the six months ended June 30, 2021, were **$41.4 million**, with anticipated total capital expenditures for 2021 at approximately **$135.0 million**[149](index=149&type=chunk)[216](index=216&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures_Lamar%20Advertising) - Management uses non-GAAP measures such as **Adjusted EBITDA**, **FFO**, **AFFO**, and acquisition-adjusted net revenue to evaluate operating performance and organic growth[150](index=150&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - Adjusted EBITDA is defined as net income before income tax, interest, debt extinguishment loss/gain, stock-based compensation, depreciation and amortization, asset disposition loss/gain, and capitalized contract fulfillment costs, net[152](index=152&type=chunk) - FFO (Funds From Operations) is defined as net income before gains/losses from real estate asset sales and real estate-related depreciation and amortization, adjusted for unconsolidated affiliates and non-controlling interest[153](index=153&type=chunk) - AFFO (Adjusted Funds From Operations) further adjusts FFO for items like straight-line income/expense, stock-based compensation, non-cash tax, and maintenance capital expenditures[154](index=154&type=chunk) [RESULTS OF OPERATIONS - Six Months Ended June 30, 2021 vs. 2020](index=39&type=section&id=RESULTS%20OF%20OPERATIONS%20-%20Six%20Months%20Ended%20June%2030%2C%202021%20vs.%202020_Lamar%20Advertising) - Net revenues increased by **$61.7 million (8.2%)** to **$815.9 million**, primarily due to a **$71.9 million** increase in billboard net revenues, partially offset by a **$6.9 million** decrease in transit net revenues[159](index=159&type=chunk) - Operating income increased by **$74.9 million** to **$237.9 million**[163](index=163&type=chunk) - Net income increased by **$86.0 million (119.6%)** to **$157.9 million**[166](index=166&type=chunk)[169](index=169&type=chunk) Lamar Advertising Company - Key Performance Indicators (Six Months Ended June 30, in thousands) | Metric | 2021 | 2020 | Increase (Decrease) | Percent Increase (Decrease) | | :--------------------------------- | :----- | :----- | :------------------ | :-------------------------- | | Net income | $157,938 | $71,922 | $86,016 | 119.6% | | Adjusted EBITDA | $365,948 | $293,013 | $72,935 | 24.9% | | FFO | $272,243 | $189,666 | $82,577 | 43.5% | | AFFO | $294,513 | $209,323 | $85,190 | 40.7% | [RESULTS OF OPERATIONS - Three Months Ended June 30, 2021 vs. 2020](index=41&type=section&id=RESULTS%20OF%20OPERATIONS%20-%20Three%20Months%20Ended%20June%2030%2C%202021%20vs.%202020_Lamar%20Advertising) - Net revenues increased by **$97.4 million (28.0%)** to **$445.1 million**, primarily due to increases in billboard (**$93.2 million**) and transit (**$5.6 million**) net revenues[172](index=172&type=chunk) - Operating income increased by **$82.5 million** to **$149.0 million**[176](index=176&type=chunk) - Net income increased by **$88.2 million (280.6%)** to **$119.6 million**[179](index=179&type=chunk)[182](index=182&type=chunk) Lamar Advertising Company - Key Performance Indicators (Three Months Ended June 30, in thousands) | Metric | 2021 | 2020 | Increase (Decrease) | Percent Increase (Decrease) | | :--------------------------------- | :----- | :----- | :------------------ | :-------------------------- | | Net income | $119,609 | $31,429 | $88,180 | 280.6% | | Adjusted EBITDA | $213,516 | $133,196 | $80,320 | 60.3% | | FFO | $176,181 | $92,103 | $84,078 | 91.3% | | AFFO | $177,817 | $96,060 | $81,757 | 85.1% | [LIQUIDITY AND CAPITAL RESOURCES](index=43&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES_Lamar%20Advertising) - Total liquidity as of June 30, 2021, was **$856.8 million**, comprising **$68.7 million** in cash and cash equivalents, **$735.6 million** availability under the revolving credit facility, and **$52.5 million** under the Accounts Receivable Securitization Program[185](index=185&type=chunk) - Net cash provided by operating activities increased to **$285.3 million** for the six months ended June 30, 2021, from **$210.7 million** in the prior year[187](index=187&type=chunk) - The Accounts Receivable Securitization Program's maturity date was extended to **July 21, 2024**, with **$122.5 million** outstanding and **$52.5 million** available as of June 30, 2021[190](index=190&type=chunk)[191](index=191&type=chunk) - A new 'at-the-market' offering program (2021 Sales Agreement) allows for the issuance of up to **$400.0 million** in Class A common stock, with no shares sold as of June 30, 2021[194](index=194&type=chunk)[195](index=195&type=chunk) - The senior credit facility includes a **$750.0 million** revolving credit facility (maturing **Feb 2025**) and a **$600.0 million** Term B loan facility (maturing **Feb 2027**); as of June 30, 2021, there were no outstanding borrowings under the revolving credit facility, with **$735.6 million** unused capacity[199](index=199&type=chunk)[201](index=201&type=chunk) - In January 2021, Lamar Media issued **$550.0 million** of 3 5/8% Senior Notes due 2031, using proceeds to redeem **$650.0 million** of 5 3/4% Senior Notes[202](index=202&type=chunk)[218](index=218&type=chunk) - The company acquired a minority stake in Vistar Media for **$30.0 million** on July 12, 2021[217](index=217&type=chunk) - The Board of Directors authorized a stock and debt repurchasing program of up to **$250.0 million** each, expiring September 30, 2021, with no repurchases as of June 30, 2021[222](index=222&type=chunk) Lamar Advertising Company - Contractual Obligations (June 30, 2021, in millions) | Contractual Obligations | Total | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | After 5 Years | | :--------------------------------- | :---- | :--------------- | :---------- | :---------- | :------------ | | Long-term debt | $2,783.7 | $122.2 | $0.8 | $0.8 | $2,659.9 | | Interest obligations on long-term debt | $731.7 | $94.6 | $187.5 | $187.5 | $262.1 | | Billboard site, transit and other operating and financing leases | $1,683.7 | $116.3 | $428.0 | $316.1 | $823.3 | | **Total payments due** | **$5,199.1** | **$333.1** | **$616.3** | **$504.4** | **$3,745.3** | [LAMAR MEDIA CORP.](index=50&type=section&id=LAMAR%20MEDIA%20CORP._MD%26A) This sub-section details Lamar Media Corp.'s operations, showing significant increases in net revenues, operating income, and net income, mirroring the parent company's strong recovery [RESULTS OF OPERATIONS - Six Months Ended June 30, 2021 vs. 2020](index=50&type=section&id=RESULTS%20OF%20OPERATIONS%20-%20Six%20Months%20Ended%20June%2030%2C%202021%20vs.%202020_Lamar%20Media) - Net revenues increased by **$61.7 million (8.2%)** to **$815.9 million**, primarily from billboard net revenues (**$71.9 million** increase), partially offset by a decrease in transit net revenues (**$6.9 million**)[230](index=230&type=chunk) - Operating income increased by **$75.2 million** to **$238.5 million**[234](index=234&type=chunk) - Net income increased by **$86.3 million (119.7%)** to **$158.5 million**[237](index=237&type=chunk)[240](index=240&type=chunk) Lamar Media Corp. - Key Performance Indicators (Six Months Ended June 30, in thousands) | Metric | 2021 | 2020 | Increase (Decrease) | Percent Increase (Decrease) | | :--------------------------------- | :----- | :----- | :------------------ | :-------------------------- | | Net income | $158,499 | $72,151 | $86,348 | 119.7% | | Adjusted EBITDA | $366,509 | $293,242 | $73,267 | 25.0% | | FFO | $272,804 | $189,895 | $82,909 | 43.7% | | AFFO | $295,074 | $209,552 | $85,522 | 40.8% | [RESULTS OF OPERATIONS - Three Months Ended June 30, 2021 vs. 2020](index=52&type=section&id=RESULTS%20OF%20OPERATIONS%20-%20Three%20Months%20Ended%20June%2030%2C%202021%20vs.%202020_Lamar%20Media) - Net revenues increased by **$97.4 million (28.0%)** to **$445.1 million**, primarily from billboard (**$93.2 million**) and transit (**$5.6 million**) net revenues[243](index=243&type=chunk) - Operating income increased by **$82.9 million** to **$149.4 million**[247](index=247&type=chunk) - Net income increased by **$88.5 million (280.6%)** to **$120.0 million**[250](index=250&type=chunk)[254](index=254&type=chunk) Lamar Media Corp. - Key Performance Indicators (Three Months Ended June 30, in thousands) | Metric | 2021 | 2020 | Increase (Decrease) | Percent Increase (Decrease) | | :--------------------------------- | :----- | :----- | :------------------ | :-------------------------- | | Net income | $120,033 | $31,534 | $88,499 | 280.6% | | Adjusted EBITDA | $213,940 | $133,301 | $80,639 | 60.5% | | FFO | $176,605 | $92,208 | $84,397 | 91.5% | | AFFO | $178,241 | $96,165 | $82,076 | 85.3% | [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate risk from variable-rate debt, with 25.5% of long-term debt variable, and manages it through balanced debt and fixing options - The company is exposed to interest rate risk from variable-rate debt under its senior credit facility and Accounts Receivable Securitization Program[257](index=257&type=chunk) - As of June 30, 2021, approximately **$721.1 million (25.5% of outstanding long-term debt)** was variable-rate debt, with a weighted average interest rate of **1.4%** for 2021[258](index=258&type=chunk) - A hypothetical **200 basis point** increase in interest rates would have increased interest expense by approximately **$7.6 million** for the six months ended June 30, 2021[258](index=258&type=chunk) - Mitigation strategies include maintaining a balance between variable and fixed-rate debt and utilizing options to fix interest rates for up to twelve months under the senior credit facility[259](index=259&type=chunk) [ITEM 4. Controls and Procedures](index=55&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2021, with no material changes in internal control over financial reporting - The principal executive officer and principal financial officer concluded that disclosure controls and procedures were **effective** as of June 30, 2021[260](index=260&type=chunk) - There have been **no material changes** in internal control over financial reporting during the last fiscal quarter[261](index=261&type=chunk) [PART II — OTHER INFORMATION](index=56&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This part includes additional information such as risk factors, equity sales, other disclosures, and a list of exhibits [ITEM 1A. Risk Factors](index=56&type=section&id=ITEM%201A.%20Risk%20Factors) This section references risk factors from the 2020 Form 10-K, noting no material changes since that filing - Operations and financial results are subject to various risks and uncertainties described in the **2020 Combined Annual Report on Form 10-K**[262](index=262&type=chunk) - There have been **no material changes** to the risk factors since the December 31, 2020, Form 10-K filing[262](index=262&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities or use of proceeds occurred during the period[263](index=263&type=chunk) [ITEM 5. Other Information](index=56&type=section&id=ITEM%205.%20Other%20Information) No other information is required to be reported under this item - No other information to report[263](index=263&type=chunk) [ITEM 6. Exhibits](index=57&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational documents, financing amendments, and executive certifications - Exhibit 3.1: Amended and Restated Certificate of Incorporation of Lamar Advertising Company[264](index=264&type=chunk) - Exhibit 10.1: Fifth Amendment to the Receivables Financing Agreement, dated May 24, 2021[264](index=264&type=chunk) - Exhibits 31.1 and 31.2: Certifications of the Chief Executive Officer and Chief Financial Officer, respectively, pursuant to the **Sarbanes-Oxley Act of 2002**[264](index=264&type=chunk) - Exhibit 101: Inline XBRL formatted financial statements[264](index=264&type=chunk) [SIGNATURES](index=58&type=section&id=SIGNATURES) This section contains the official signatures for the Form 10-Q report, confirming its submission [Signatures](index=58&type=section&id=Signatures) The report was signed by **Jay L. Johnson**, Executive Vice President, Chief Financial Officer and Treasurer, on behalf of both Lamar Advertising Company and Lamar Media Corp[268](index=268&type=chunk)[269](index=269&type=chunk) - The signing date for the report was **August 5, 2021**[268](index=268&type=chunk)[269](index=269&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 10-Q __________________________________ x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-36756 __________________________________ Lamar Advertising Company Comm ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-36756 Lamar Advertising Company Commission File Number 1-12407 Lamar Media Corp. (Exact names of registrants as specified in their charter ...

Financial Data and Key Metrics Changes - In Q3 2020, acquisition-adjusted revenue declined by 15.5% year-over-year, while adjusted EBITDA decreased by 20.7% to $170.7 million compared to $215.2 million in 2019 [11][12] - Fully diluted AFFO contracted by 18.5% to $1.32 per share, with adjusted EBITDA margin at 44.2% [11][12] - The company expects to achieve at least $75 million in expense savings off a pro forma expense base of approximately $980 million from 2019 [7][11] Business Line Data and Key Metrics Changes - Local advertising revenue declined in the high single digits, while national advertising revenue fell nearly 30%, with local revenue accounting for 80% of sales in Q3 [12][13] - Categories showing relative strength included insurance, gaming, hospitals, healthcare, and automotive, while event-based advertising and retail remained weak [7][12][26] Market Data and Key Metrics Changes - The political advertising category outperformed, with spending up over 80% compared to 2018, and full-year 2020 political ad spending expected to exceed $19 million, a 75% increase over 2018 [16] - Cash collections exceeded internal expectations, with free cash flow down only 8% versus last year [14] Company Strategy and Development Direction - The company plans to deploy over 300 new digital billboards in 2021, reflecting confidence in the demand for out-of-home advertising [8][25] - The focus remains on maintaining a strong balance sheet and capital structure, with an emphasis on operational flexibility and disciplined CapEx [18][23] Management's Comments on Operating Environment and Future Outlook - Management noted a rebound in local advertising and a normalization of local markets, while expressing concerns about the recovery of independent restaurants and small retailers [12][50] - The company anticipates a strong finish to 2020 and expects to carry momentum into 2021, with a positive outlook for national advertising as RFP activity returns to 2019 levels [6][9][25] Other Important Information - The company ended Q3 with approximately $771 million in liquidity and a total leverage of 4.1 times net debt to EBITDA [19][20] - A cash dividend of $0.50 per share was declared for Q3, with a recommendation for the same amount for Q4, leading to a full-year dividend of $2.50 per share [22] Q&A Session Summary Question: M&A Landscape and Opportunities - Management indicated that small and mid-market competitors are performing well, leading to fewer sellers in the market, and there is a divergence in price expectations [32][37] Question: Expense Savings and P&L Impact - The company expects to retain about half of the $75 million in expense savings as they return to normal compensation structures next year [38] Question: Callable Debt and Interest Savings - Management noted the potential for significant interest savings on callable bonds, with current market rates being lower than their existing coupon [40] Question: Performance in Larger Markets - Management observed that suburban inventory in larger markets is in high demand, indicating a rebound in those areas [44] Question: Recovery of Small Regional Businesses - While some small regional businesses are recovering, management expressed ongoing concerns for independent restaurants and small retailers [50][51]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 or Commission File Number 1-12407 Lamar Media Corp. (Exact name of registrants as specified in their charters) | Delaware | 72-1449411 | | --- | --- | | Delaware | 72-1205791 | | (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) | | 5321 C ...

Financial Data and Key Metrics Changes - The company revised its guidance for AFFO per share for the full year of 2020 to a range of $4.16 to $4.56, indicating a full-year revenue decline of approximately 13% to 14% [5] - Acquisition-adjusted revenue declined by 23.4% year-over-year, while adjusted EBITDA decreased by 35.9% to $133.2 million [13][14] - Fully diluted AFFO contracted by 38.3% to $0.95 per share [14] Business Line Data and Key Metrics Changes - Local sales outperformed national sales, with local revenue accounting for 81% of total sales, while national revenue represented 19% [15] - The company experienced a significant decline in revenue from national markets, which was nearly double that of local markets [15] Market Data and Key Metrics Changes - Small and middle markets continued to perform better than larger markets, with relative strength seen in sectors such as health care, education, insurance, real estate, and home improvement [7] - Weakness was noted in amusements, entertainment, sports, retail, and fine dining sectors [7][35] Company Strategy and Development Direction - The company is focusing on aligning its cost base to current conditions, targeting $50 million in expense savings, and is now expecting to achieve at least $60 million [9] - The company plans to resume digital deployments in 2021, with an initial target of approximately 300 new digital units [46] Management's Comments on Operating Environment and Future Outlook - Management noted a sequential improvement in contract pacing every month, with June showing stronger contract value than June 2019 [6] - The company expressed caution regarding uncertainties related to COVID-19 and its impact on back-to-school and sports events [8] Other Important Information - The company ended the quarter with total leverage of 4.15 times net debt-to-EBITDA, well below the covenant of 7 times [20] - The company has approximately $1.1 billion in liquidity, including cash on hand and available credit [21] Q&A Session Summary Question: Can you comment on the pacing of contract dollars between Q3 and Q4 in 2020? - Management indicated that contract pacing is showing sequential improvement, suggesting Q4 will benefit from contracts written in June, but customers remain cautious and are buying shorter-term [38] Question: Can you discuss pricing versus occupancy trends and how this disruption compares to the Great Recession? - Management believes they can hold pricing better than during the Great Recession, although larger markets are facing more pricing pressure compared to smaller markets [41][42] Question: How has Q3 started compared to Q2? - Management reported that sequentially, July is better than June, indicating a recovery trend despite the second surge of COVID-19 [50] Question: What verticals have seen recovery throughout Q2? - Management noted recovery in services, education, and regional casinos, while Las Vegas has faced challenges [53][54]

PART I — FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion for Lamar Advertising Company and its subsidiary, Lamar Media Corp [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents unaudited condensed consolidated financial statements and detailed notes for Lamar Advertising Company and Lamar Media Corp [Lamar Advertising Company - Condensed Consolidated Balance Sheets](index=5&type=section&id=Lamar%20Advertising%20Company%20-%20Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of Lamar Advertising Company's financial position, detailing assets, liabilities, and stockholders' equity as of June 30, 2020, and December 31, 2019 | ASSETS (in thousands) | June 30, 2020 | December 31, 2019 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $177,093 | $26,188 | | Total current assets | $444,237 | $310,169 | | Total assets | $5,981,581 | $5,941,155 | | LIABILITIES AND STOCKHOLDERS' EQUITY (in thousands) | June 30, 2020 | December 31, 2019 | | Total current liabilities | $393,862 | $672,808 | | Long-term debt, net | $3,146,779 | $2,753,604 | | Total liabilities | $4,858,210 | $4,760,849 | | Stockholders' equity | $1,123,371 | $1,180,306 | | Total liabilities and stockholders' equity | $5,981,581 | $5,941,155 | - Cash and cash equivalents significantly increased from **$26.188 million** at December 31, 2019, to **$177.093 million** at June 30, 2020[14](index=14&type=chunk) - Total current liabilities decreased from **$672.808 million** to **$393.862 million**, primarily due to a reduction in current maturities of long-term debt[14](index=14&type=chunk) [Lamar Advertising Company - Condensed Consolidated Statements of Income and Comprehensive Income](index=6&type=section&id=Lamar%20Advertising%20Company%20-%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) This statement details Lamar Advertising Company's financial performance, including revenues, operating income, and net income for the three and six months ended June 30, 2020 and 2019 | Statements of Income (in thousands, except per share data) | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenues | $347,652 | $448,742 | $754,221 | $833,199 | | Operating income | $66,452 | $144,106 | $163,023 | $234,889 | | Net income | $31,429 | $118,396 | $71,922 | $169,649 | | Basic earnings per share | $0.31 | $1.18 | $0.71 | $1.70 | | Diluted earnings per share | $0.31 | $1.18 | $0.71 | $1.69 | | Cash dividends declared per share of common stock | $0.50 | $0.96 | $1.50 | $1.92 | - Net revenues decreased by **22.5%** for the three months ended June 30, 2020, and by **9.5%** for the six months ended June 30, 2020, compared to the same periods in 2019[16](index=16&type=chunk) - Net income saw a significant decline, dropping by **73.5%** for the three-month period and **57.6%** for the six-month period year-over-year[16](index=16&type=chunk) [Lamar Advertising Company - Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Lamar%20Advertising%20Company%20-%20Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This statement outlines changes in Lamar Advertising Company's stockholders' equity, including net income, dividends, and treasury stock transactions | Stockholders' Equity (in thousands) | December 31, 2019 | June 30, 2020 | | :---------------------------------- | :---------------- | :------------ | | Total Stockholders' Equity | $1,180,306 | $1,123,371 | | Net income (six months) | N/A | $71,922 | | Dividends/distributions to common shareholders (six months) | N/A | $(151,083) | | Purchase of treasury stock (six months) | N/A | $(10,124) | - Total stockholders' equity decreased from **$1,180.306 million** at December 31, 2019, to **$1,123.371 million** at June 30, 2020[18](index=18&type=chunk) - Common stock dividends/distributions for the six months ended June 30, 2020, totaled **$151.083 million**, a decrease from **$191.954 million** in the prior year[18](index=18&type=chunk)[94](index=94&type=chunk) [Lamar Advertising Company - Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Lamar%20Advertising%20Company%20-%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement details Lamar Advertising Company's cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2020 and 2019 | Cash Flows (in thousands) | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $210,677 | $237,049 | | Net cash used in investing activities | $(57,677) | $(137,145) | | Net cash used in financing activities | $(1,903) | $(104,347) | | Net increase (decrease) in cash and cash equivalents | $150,905 | $(4,240) | | Cash and cash equivalents at end of period | $177,093 | $17,254 | - Operating cash flows decreased by **$26.372 million** YoY, from **$237.049 million** in 2019 to **$210.677 million** in 2020[22](index=22&type=chunk) - Investing activities used significantly less cash in 2020 (**$57.677 million**) compared to 2019 (**$137.145 million**), primarily due to reduced acquisitions and capital expenditures[22](index=22&type=chunk) - Financing activities shifted from a significant cash outflow of **$104.347 million** in 2019 to a much smaller outflow of **$1.903 million** in 2020, driven by debt refinancing activities[22](index=22&type=chunk) [Lamar Advertising Company - Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Lamar%20Advertising%20Company%20-%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures regarding the accounting policies, estimates, and specific financial statement line items for Lamar Advertising Company [Significant Accounting Policies](index=10&type=section&id=Significant%20Accounting%20Policies) This section outlines key accounting policies and the impact of COVID-19 on estimates and goodwill assessment - The Company updated its goodwill qualitative assessment as of June 30, 2020, due to COVID-19 impacts, concluding **no impairment loss** for goodwill or long-lived assets[26](index=26&type=chunk)[27](index=27&type=chunk) - Estimates and assumptions in financial statements now explicitly consider potential impacts from the **COVID-19 pandemic**[28](index=28&type=chunk) [Revenues](index=10&type=section&id=Revenues) This section details the sources and recognition methods of advertising revenues, including disaggregated revenue data by segment - Advertising revenues are primarily from billboard, logo, and transit displays, recognized ratably over contract life, with contracts prior to January 1, 2019, under ASC 840 and most amended/new contracts under ASC 606[29](index=29&type=chunk) Disaggregated Revenue (in thousands) | Disaggregated Revenue (in thousands) | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Billboard Advertising | $312,095 | $393,798 | $667,400 | $729,993 | | Logo Advertising | $21,053 | $21,811 | $42,445 | $41,723 | | Transit Advertising | $14,504 | $33,133 | $44,376 | $61,483 | | Net Revenues | $347,652 | $448,742 | $754,221 | $833,199 | - Billboard and Transit Advertising revenues experienced **significant declines** for both the three and six months ended June 30, 2020, compared to 2019, primarily due to the **COVID-19 pandemic**[36](index=36&type=chunk) [Leases](index=11&type=section&id=Leases) This section provides details on operating lease costs and the maturity schedule of operating lease liabilities - Operating lease costs for the six months ended June 30, 2020, were **$158.734 million**, an increase from **$155.166 million** in 2019[37](index=37&type=chunk) - Variable lease costs decreased significantly for both the three and six months ended June 30, 2020, compared to 2019[37](index=37&type=chunk) Operating Lease Liabilities Maturities (in thousands) | Operating Lease Liabilities Maturities (in thousands) | Amount | | :------------------------------------ | :----- | | 2020 | $114,518 | | 2021 | $206,414 | | 2022 | $181,916 | | 2023 | $158,968 | | 2024 | $141,902 | | Thereafter | $854,924 | | Total undiscounted operating lease payments | $1,658,642 | | Less: Imputed interest | $(430,667) | | Total operating lease liabilities | $1,227,975 | [Stock-Based Compensation](index=12&type=section&id=Stock-Based%20Compensation) This section outlines stock option grants and the expense recognized for performance-based stock awards - The Company granted options for **32,000 shares** of Class A common stock during the six months ended June 30, 2020, with **2,470,063 shares** available for future grant[43](index=43&type=chunk) - Stock-based compensation expense related to performance-based awards was **$3.494 million** for the six months ended June 30, 2020[46](index=46&type=chunk) [Depreciation and Amortization](index=12&type=section&id=Depreciation%20and%20Amortization) This section presents the breakdown of depreciation and amortization expenses across different categories Depreciation and Amortization (in thousands) | Depreciation and Amortization (in thousands) | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Direct advertising expenses | $60,142 | $58,200 | $118,839 | $116,315 | | General and administrative expenses | $1,151 | $1,140 | $2,432 | $2,261 | | Corporate expenses | $2,705 | $2,353 | $5,040 | $4,623 | | Total | $63,998 | $61,693 | $126,311 | $123,199 | - Total depreciation and amortization expense increased to **$126.311 million** for the six months ended June 30, 2020, from **$123.199 million** in the prior year[47](index=47&type=chunk) [Goodwill and Other Intangible Assets](index=13&type=section&id=Goodwill%20and%20Other%20Intangible%20Assets) This section provides details on the gross carrying amount and accumulated amortization of intangible assets, including goodwill Intangible Assets (in thousands) | Intangible Assets (in thousands) | June 30, 2020 Gross Carrying Amount | June 30, 2020 Accumulated Amortization | December 31, 2019 Gross Carrying Amount | December 31, 2019 Accumulated Amortization | | :------------------------------- | :---------------------------------- | :------------------------------------- | :-------------------------------------- | :------------------------------------- | | Customer lists and contracts | $644,330 | $551,309 | $641,714 | $539,405 | | Site locations | $2,399,355 | $1,550,917 | $2,384,520 | $1,509,335 | | Goodwill | $2,165,697 | $253,536 | $2,165,810 | $253,536 | - Goodwill remained largely stable at approximately **$2.166 billion**, with **no impairment** recognized as of June 30, 2020[49](index=49&type=chunk) [Asset Retirement Obligations](index=13&type=section&id=Asset%20Retirement%20Obligations) This section details the changes in asset retirement obligations, including additions, accretion expense, and settlements Asset Retirement Obligations (in thousands) | Asset Retirement Obligations (in thousands) | Amount | | :---------------------------------------- | :----- | | Balance at December 31, 2019 | $226,137 | | Additions | $421 | | Accretion expense | $2,129 | | Liabilities settled | $(3,742) | | Balance at June 30, 2020 | $224,945 | - Asset retirement obligations slightly decreased to **$224.945 million** at June 30, 2020, from **$226.137 million** at December 31, 2019[50](index=50&type=chunk) [Distribution Restrictions](index=13&type=section&id=Distribution%20Restrictions) This section outlines the restrictions on Lamar Media's ability to distribute funds to Lamar Advertising, governed by debt indentures and credit facilities - Lamar Media's ability to distribute to Lamar Advertising is restricted by indentures and its senior credit facility, with permitted transfers up to **$3.430 billion** as of June 30, 2020, under note terms[51](index=51&type=chunk) - As of June 30, 2020, Lamar Media's senior credit facility allowed transfers up to Lamar Advertising's taxable income, provided total debt ratio was less than **7.0 to 1** and secured debt ratio did not exceed **4.5 to 1**, with available cumulative credit of **$2.180 billion**[52](index=52&type=chunk) [Earnings Per Share](index=13&type=section&id=Earnings%20Per%20Share) This section reports the basic and diluted earnings per share for the three and six months ended June 30, 2020 and 2019 - Basic and diluted EPS for the three months ended June 30, 2020, were **$0.31**, down from **$1.18** in 2019[16](index=16&type=chunk) - Basic and diluted EPS for the six months ended June 30, 2020, were **$0.71**, down from **$1.70** and **$1.69** respectively in 2019[16](index=16&type=chunk) [Long-term Debt](index=14&type=section&id=Long-term%20Debt) This section details the Company's long-term debt structure, including senior credit facilities and various senior notes, and recent refinancing activities Long-term Debt (in thousands) | Long-term Debt (in thousands) | June 30, 2020 Debt | June 30, 2020 Debt, net of deferred financing costs | December 31, 2019 Debt | December 31, 2019 Debt, net of deferred financing costs | | :---------------------------- | :----------------- | :------------------------------------------------ | :--------------------- | :---------------------------------------------------- | | Senior Credit Facility | $598,339 | $585,642 | $1,127,069 | $1,117,992 | | 5% Senior Subordinated Notes | $535,000 | $532,214 | $535,000 | $531,763 | | 5 3/4% Senior Notes | $653,988 | $646,817 | $654,345 | $646,593 | | 4 7/8% Senior Notes | $400,000 | $394,210 | — | — | | 4% Senior Notes | $400,000 | $394,390 | — | — | | 3 3/4% Senior Notes | $600,000 | $591,606 | — | — | | Total Debt | $3,199,014 | $3,155,899 | $3,004,532 | $2,980,118 | - Lamar Media refinanced its senior credit facility on February 6, 2020, establishing a new **$750 million** revolving credit facility and a **$600 million** Term B loan facility maturing in 2025 and 2027, respectively[56](index=56&type=chunk)[57](index=57&type=chunk) - New senior notes were issued in 2020: **$600 million** of 3 3/4% Senior Notes due 2028, **$400 million** of 4% Senior Notes due 2030, and **$400 million** of 4 7/8% Senior Notes due 2029[78](index=78&type=chunk)[80](index=80&type=chunk)[82](index=82&type=chunk) - The Company incurred an **$18.184 million** loss on debt extinguishment for the six months ended June 30, 2020, primarily from the early repayment of 5 3/8% Senior Notes and refinancing of the senior credit facility[163](index=163&type=chunk) [Fair Value of Financial Instruments](index=19&type=section&id=Fair%20Value%20of%20Financial%20Instruments) This section provides the estimated fair value of the Company's long-term debt compared to its carrying amount - The estimated fair value of the Company's long-term debt (including current maturities) was **$3.159 billion**, which did not exceed the carrying amount of **$3.199 billion** as of June 30, 2020[87](index=87&type=chunk) [New Accounting Pronouncements](index=19&type=section&id=New%20Accounting%20Pronouncements) This section discusses the adoption of new accounting standards, including Topic 842 on Leases and ASU 2016-13 on Credit Losses - The Company adopted Topic 842, Leases, effective January 1, 2019, recognizing **$1.2 billion** in additional operating liabilities and corresponding ROU assets[89](index=89&type=chunk)[91](index=91&type=chunk) - ASU 2016-13, Financial Instruments – Credit Losses, was adopted on January 1, 2020, with **no material impact** on consolidated financial statements, but the allowance for credit losses now considers **COVID-19 impacts**[93](index=93&type=chunk) [Dividends/Distributions](index=20&type=section&id=Dividends%2FDistributions) This section reports cash distributions to common stockholders and the Company's policy for maintaining REIT status Dividends/Distributions (in thousands, except per share data) | Dividends/Distributions (in thousands, except per share data) | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :---------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cash distributions to common stockholders (aggregate) | $50,396 | $96,039 | $151,083 | $191,954 | | Cash distributions to common stockholders (per share) | $0.50 | $0.96 | $1.50 | $1.92 | - Common stock cash distributions decreased significantly in 2020 compared to 2019, with **$0.50 per share** for Q2 2020 vs. **$0.96** in Q2 2019[94](index=94&type=chunk) - The Company intends to distribute at least **90%** of its REIT taxable income to maintain REIT status, with future distributions at the Board's discretion, considering liquidity, leverage, and operating environment[217](index=217&type=chunk) [Information about Geographic Areas](index=20&type=section&id=Information%20about%20Geographic%20Areas) This section provides a breakdown of revenues and long-lived assets from foreign countries Geographic Information (in thousands) | Geographic Information (in thousands) | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Revenues from foreign countries | $11,022 | $17,057 | | Net carrying value of long-lived assets in foreign countries (as of June 30) | $5,406 | $4,549 | - Revenues from foreign countries decreased by **35.3%** for the six months ended June 30, 2020, compared to the same period in 2019[95](index=95&type=chunk) [Stockholders' Equity](index=20&type=section&id=Stockholders'%20Equity) This section details the availability under the 'At-the-Market' Offering Program and the Board-authorized share repurchase program - As of June 30, 2020, **$336.668 million** remained available to be sold under the 'At-the-Market' Offering Program[96](index=96&type=chunk) - The Board authorized a repurchase program for up to **$250 million** of Class A common stock, expiring September 30, 2021, with **no repurchases** made as of June 30, 2020[101](index=101&type=chunk) [Subsequent Event](index=21&type=section&id=Subsequent%20Event) This section reports Lamar Media's announced intent to redeem a portion of its 5% Notes after the reporting period - On July 30, 2020, Lamar Media announced its intent to redeem **$267.5 million** of its 5% Notes on August 31, 2020, leaving **$267.5 million** outstanding[102](index=102&type=chunk) [Lamar Media Corp. - Condensed Consolidated Financial Statements](index=22&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Lamar Media Corp., a wholly-owned subsidiary of Lamar Advertising Company - Lamar Media Corp. is a wholly-owned subsidiary of Lamar Advertising Company, and its financial statements are presented separately[4](index=4&type=chunk) [Lamar Media Corp. - Condensed Consolidated Balance Sheets](index=22&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of Lamar Media Corp.'s financial position, detailing assets, liabilities, and stockholder's equity | ASSETS (in thousands) | June 30, 2020 | December 31, 2019 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $176,593 | $25,688 | | Total current assets | $443,737 | $309,669 | | Total assets | $5,964,847 | $5,924,421 | | LIABILITIES AND STOCKHOLDER'S EQUITY (in thousands) | June 30, 2020 | December 31, 2019 | | Total current liabilities | $387,492 | $666,849 | | Long-term debt, net | $3,146,779 | $2,753,604 | | Total liabilities | $4,851,840 | $4,754,890 | | Stockholder's equity | $1,113,007 | $1,169,531 | | Total liabilities and stockholder's equity | $5,964,847 | $5,924,421 | [Lamar Media Corp. - Condensed Consolidated Statements of Income and Comprehensive Income](index=23&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) This statement details Lamar Media Corp.'s financial performance, including revenues, operating income, and net income | Statements of Income (in thousands) | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenues | $347,652 | $448,742 | $754,221 | $833,199 | | Operating income | $66,557 | $144,195 | $163,252 | $235,087 | | Net income | $31,534 | $118,485 | $72,151 | $169,847 | [Lamar Media Corp. - Condensed Consolidated Statements of Stockholder's Equity](index=24&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Statements%20of%20Stockholder's%20Equity) This statement outlines changes in Lamar Media Corp.'s stockholder's equity, including net income and dividends to parent | Stockholder's Equity (in thousands) | December 31, 2019 | June 30, 2020 | | :---------------------------------- | :---------------- | :------------ | | Total Stockholder's Equity | $1,169,531 | $1,113,007 | | Net income (six months) | N/A | $72,151 | | Dividend to parent (six months) | N/A | $(161,208) | [Lamar Media Corp. - Condensed Consolidated Statements of Cash Flows](index=25&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement details Lamar Media Corp.'s cash flows from operating, investing, and financing activities | Cash Flows (in thousands) | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $182,753 | $214,344 | | Net cash used in investing activities | $(57,677) | $(137,145) | | Net cash provided by (used in) financing activities | $26,021 | $(81,642) | | Net increase (decrease) in cash and cash equivalents | $150,905 | $(4,240) | | Cash and cash equivalents at end of period | $176,593 | $16,754 | [Lamar Media Corp. - Notes to Condensed Consolidated Financial Statements](index=26&type=section&id=Lamar%20Media%20Corp.%20-%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for Lamar Media Corp.'s financial statements, substantially mirroring those of the parent company - Lamar Media Corp.'s notes to condensed consolidated financial statements are substantially equivalent to those of Lamar Advertising Company, with earnings per share data not provided as it is a wholly-owned subsidiary[114](index=114&type=chunk) - Lamar Media and its subsidiary guarantors fully and unconditionally guarantee Lamar Media's publicly issued notes, requiring condensed consolidating financial information[115](index=115&type=chunk) [Lamar Media Corp. - Condensed Consolidating Balance Sheet](index=27&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidating%20Balance%20Sheet) This consolidating balance sheet provides a detailed view of Lamar Media Corp.'s assets, liabilities, and equity | Lamar Media Corp. Consolidated Balance Sheet (in thousands) | June 30, 2020 | December 31, 2019 | | :-------------------------------------------------------- | :------------ | :---------------- | | Total assets | $5,964,847 | $5,924,421 | | Total liabilities | $4,851,840 | $4,754,890 | | Stockholder's equity | $1,113,007 | $1,169,531 | [Lamar Media Corp. - Condensed Consolidating Statements of Income and Comprehensive Income](index=29&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidating%20Statements%20of%20Income%20and%20Comprehensive%20Income) This consolidating income statement details Lamar Media Corp.'s revenues, operating income, and net income | Lamar Media Corp. Consolidated Income (in thousands) | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :--------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenues | $347,652 | $448,742 | $754,221 | $833,199 | | Operating income | $66,557 | $144,195 | $163,252 | $235,087 | | Net income | $31,534 | $118,485 | $72,151 | $169,847 | [Lamar Media Corp. - Condensed Consolidating Statement of Cash Flows](index=33&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidating%20Statement%20of%20Cash%20Flows) This consolidating cash flow statement outlines Lamar Media Corp.'s cash movements from operating, investing, and financing activities | Lamar Media Corp. Consolidated Cash Flows (in thousands) | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------------------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $182,753 | $214,344 | | Net cash used in investing activities | $(57,677) | $(137,145) | | Net cash provided by (used in) financing activities | $26,021 | $(81,642) | | Net increase (decrease) in cash and cash equivalents | $150,905 | $(4,240) | | Cash and cash equivalents at end of period | $176,593 | $16,754 | [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and operational results, highlighting the significant impact of the COVID-19 pandemic on revenues and expenses [Overview and COVID-19 Impact](index=35&type=section&id=Overview%20and%20COVID-19%20Impact) This section discusses the significant adverse effects of the COVID-19 pandemic on advertising demand and the Company's responsive cost-saving measures - The **COVID-19 pandemic** significantly reduced demand for out-of-home advertising, leading to a **22.5% decrease** in consolidated net revenues for the three months ended June 30, 2020[142](index=142&type=chunk)[143](index=143&type=chunk) - In response to the pandemic, the Company implemented cost-saving measures including reducing operating costs by **10.4%** for Q2 2020, curtailing capital projects, limiting acquisitions, and utilizing CARES Act provisions[144](index=144&type=chunk) - The Company observed an improvement in customer activity in June and July as government restrictions eased, but the recovery timing remains uncertain[143](index=143&type=chunk) [Acquisitions and Capital Expenditures](index=36&type=section&id=Acquisitions%20and%20Capital%20Expenditures) This section details the Company's acquisition activities and capital expenditures, noting reductions due to the COVID-19 pandemic - The Company completed acquisitions totaling approximately **$26.2 million** during the six months ended June 30, 2020[149](index=149&type=chunk) Capital Expenditures (in thousands) | Capital Expenditures (in thousands) | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Billboard — traditional | $1,503 | $13,431 | $8,023 | $22,693 | | Billboard — digital | $5,227 | $14,418 | $16,802 | $26,037 | | Total capital expenditures | $10,565 | $34,609 | $36,274 | $60,560 | - Total capital expenditures decreased significantly to **$36.274 million** for the six months ended June 30, 2020, from **$60.560 million** in 2019, reflecting curtailed spending due to **COVID-19**[150](index=150&type=chunk) [Non-GAAP Financial Measures](index=37&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and explains the non-GAAP financial measures used by management to evaluate operating performance - Management uses non-GAAP measures like **Adjusted EBITDA**, **FFO**, **AFFO**, and acquisition-adjusted net revenue to evaluate operating performance[152](index=152&type=chunk) - **Adjusted EBITDA** is defined as net income before income tax, interest, debt extinguishment loss/gain, stock-based compensation, depreciation/amortization, asset disposition gain/loss, capitalized contract fulfillment costs, and ASC 842 impact[153](index=153&type=chunk) - **FFO** is defined as net income before real estate asset sale gains/losses and real estate related depreciation/amortization, with adjustments for unconsolidated affiliates and non-controlling interest[154](index=154&type=chunk) [Results of Operations - Lamar Advertising Company](index=38&type=section&id=Results%20of%20Operations%20-%20Lamar%20Advertising%20Company) This section analyzes the operational performance of Lamar Advertising Company, comparing financial results for the current and prior periods [Six Months Ended June 30, 2020 compared to Six Months Ended June 30, 2019](index=38&type=section&id=Six%20Months%20Ended%20June%2030%2C%202020%20compared%20to%20Six%20Months%20Ended%20June%2030%2C%202019) This section compares Lamar Advertising Company's financial performance for the six months ended June 30, 2020, against the same period in 2019 Financial Metric (in thousands) | Financial Metric (in thousands) | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | Change (Decrease) | Percent Change (Decrease) | | :------------------------------ | :----------------------------- | :----------------------------- | :---------------- | :------------------------ | | Net revenues | $754,221 | $833,199 | $(78,978) | (9.5)% | | Operating income | $163,023 | $234,889 | $(71,866) | (30.6)% | | Net income | $71,922 | $169,649 | $(97,727) | (57.6)% | | Adjusted EBITDA | $293,013 | $354,059 | $(61,046) | (17.2)% | | FFO | $189,666 | $264,266 | $(74,600) | (28.2)% | | AFFO | $209,323 | $253,033 | $(43,710) | (17.3)% | - Net revenues decreased by **$79.0 million (9.5%)** due to declines in billboard (**$62.6 million**) and transit (**$17.1 million**) advertising, primarily from the **COVID-19 pandemic**[159](index=159&type=chunk) - Operating income decreased by **$71.9 million**, and net income fell by **$97.7 million**, largely due to revenue declines and a **$18.2 million** loss on debt extinguishment[163](index=163&type=chunk)[166](index=166&type=chunk) [Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019](index=40&type=section&id=Three%20Months%20Ended%20June%2030%2C%202020%20compared%20to%20Three%20Months%20Ended%20June%2030%2C%202019) This section compares Lamar Advertising Company's financial performance for the three months ended June 30, 2020, against the same period in 2019 Financial Metric (in thousands) | Financial Metric (in thousands) | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Change (Decrease) | Percent Change (Decrease) | | :------------------------------ | :------------------------------- | :------------------------------- | :---------------- | :------------------------ | | Net revenues | $347,652 | $448,742 | $(101,090) | (22.5)% | | Operating income | $66,452 | $144,106 | $(77,654) | (53.9)% | | Net income | $31,429 | $118,396 | $(86,967) | (73.5)% | | Adjusted EBITDA | $133,196 | $207,935 | $(74,739) | (35.9)% | | FFO | $92,103 | $159,289 | $(67,186) | (42.2)% | | AFFO | $96,060 | $154,108 | $(58,048) | (37.7)% | - Net revenues decreased by **$101.1 million (22.5%)** for the three months ended June 30, 2020, driven by **$81.7 million** and **$18.6 million** decreases in billboard and transit net revenues, respectively, due to the pandemic[173](index=173&type=chunk) - Operating income decreased by **$77.7 million**, and net income dropped by **$87.0 million**, reflecting the severe impact of reduced advertising demand[177](index=177&type=chunk)[180](index=180&type=chunk) [Liquidity and Capital Resources - Lamar Advertising Company](index=42&type=section&id=Liquidity%20and%20Capital%20Resources%20-%20Lamar%20Advertising%20Company) This section assesses Lamar Advertising Company's liquidity position, sources of cash, and capital resource management strategies [Overview and Sources of Cash](index=42&type=section&id=Overview%20and%20Sources%20of%20Cash) This section provides an overview of Lamar Advertising Company's total liquidity and the primary sources of its cash - As of June 30, 2020, total liquidity was approximately **$1.086 billion**, comprising **$177.1 million** in cash and cash equivalents, **$737.2 million** availability under the revolving credit facility, and **$171.8 million** under the Accounts Receivable Securitization Program[186](index=186&type=chunk) - Working capital increased by **$413.0 million** to a surplus of **$50.4 million** at June 30, 2020, primarily due to repayment of the Accounts Receivable Securitization Program and increased cash[187](index=187&type=chunk) - Cash provided by operating activities decreased to **$210.7 million** for the six months ended June 30, 2020, from **$237.0 million** in 2019, due to revenue declines offset by expense reductions[188](index=188&type=chunk) [Factors Affecting Sources of Liquidity](index=44&type=section&id=Factors%20Affecting%20Sources%20of%20Liquidity) This section discusses the debt covenants and restrictions that influence the Company's liquidity and capital management - The Company and Lamar Media must comply with covenants and restrictions under the senior credit facility and outstanding debt securities, including a secured debt ratio of less than or equal to **4.5 to 1.0** and a total debt ratio of less than **7.0 to 1.0** for certain debt incurrences[203](index=203&type=chunk)[204](index=204&type=chunk)[206](index=206&type=chunk) - As of June 30, 2020, the Company was in **compliance with all debt covenants**[64](index=64&type=chunk)[203](index=203&type=chunk) [Uses of Cash](index=46&type=section&id=Uses%20of%20Cash) This section details how Lamar Advertising Company utilized its cash, including capital expenditures, acquisitions, debt redemptions, and dividend payments - Capital expenditures, excluding acquisitions, were approximately **$36.3 million** for the six months ended June 30, 2020, with anticipated total 2020 capital expenditures updated to **$58.0 million** due to **COVID-19**[211](index=211&type=chunk) - Acquisition activity is being limited due to **COVID-19**, with **$26.2 million** spent on acquisitions in the first six months of 2020[212](index=212&type=chunk) - The Company redeemed **$510.0 million** of 5 3/8% Senior Notes on February 20, 2020, incurring a **$12.6 million** loss on debt extinguishment[214](index=214&type=chunk) - Quarterly cash dividends were **$1.00 per share** on March 31, 2020, and **$0.50 per share** on June 30, 2020, with future plans subject to Board discretion and REIT requirements[216](index=216&type=chunk)[217](index=217&type=chunk) [Off-Balance Sheet Arrangements](index=47&type=section&id=Off-Balance%20Sheet%20Arrangements) This section describes the Company's off-balance sheet commitments, primarily guaranteed minimum payments for advertising space - Off-balance sheet commitments include guaranteed minimum payments to transit municipalities and airport authorities for advertising space, which no longer meet ASC 842 lease criteria[219](index=219&type=chunk) [Commitments and Contingencies](index=47&type=section&id=Commitments%20and%20Contingencies) This section outlines the Company's contractual obligations, including long-term debt, interest, and operating leases Contractual Obligations (in millions) | Contractual Obligations (in millions) | Total | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | After 5 Years | | :---------------------------------- | :------ | :--------------- | :---------- | :---------- | :------------ | | Long-Term Debt | $3,155.9 | $9.1 | $0.0 | $533.0 | $2,613.8 | | Interest obligations on long term debt | $880.0 | $134.1 | $274.7 | $223.3 | $247.9 | | Billboard site and other operating leases | $1,758.9 | $246.2 | $406.6 | $308.1 | $798.0 | | Total payments due | $5,794.8 | $389.4 | $681.3 | $1,064.4 | $3,659.7 | Other Commercial Commitments (in millions) | Other Commercial Commitments (in millions) | Total Amount Committed | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | After 5 Years | | :----------------------------------------- | :--------------------- | :--------------- | :---------- | :---------- | :------------ | | Revolving Credit Facility | $750.0 | $0.0 | $0.0 | $750.0 | $0.0 | | Standby Letters of Credit | $12.8 | $12.3 | $0.5 | $0.0 | $0.0 | [Critical Accounting Estimates and Accounting Standards Update](index=48&type=section&id=Critical%20Accounting%20Estimates%20and%20Accounting%20Standards%20Update) This section reviews critical accounting policies and the impact of recent accounting standard adoptions - No material changes to critical accounting policies and estimates were reported since the 2019 Form 10-K[222](index=222&type=chunk) - The adoption of Topic 842, Leases, on January 1, 2019, resulted in recognizing **$1.2 billion** in operating lease liabilities and ROU assets[226](index=226&type=chunk) - The adoption of ASU 2016-13, Financial Instruments – Credit Losses, on January 1, 2020, had **no material impact**, but credit loss allowance now considers **COVID-19**[227](index=227&type=chunk) [Results of Operations - Lamar Media Corp.](index=49&type=section&id=Results%20of%20Operations%20-%20Lamar%20Media%20Corp.) This section analyzes the operational performance of Lamar Media Corp., comparing financial results for the current and prior periods [Six Months Ended June 30, 2020 compared to Six Months Ended June 30, 2019 (Lamar Media Corp.)](index=49&type=section&id=Six%20Months%20Ended%20June%2030%2C%202020%20compared%20to%20Six%20Months%20Ended%20June%2030%2C%202019%20(Lamar%20Media%20Corp.)) This section compares Lamar Media Corp.'s financial performance for the six months ended June 30, 2020, against the same period in 2019 Financial Metric (in thousands) | Financial Metric (in thousands) | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | Change (Decrease) | Percent Change (Decrease) | | :------------------------------ | :----------------------------- | :----------------------------- | :---------------- | :------------------------ | | Net revenues | $754,221 | $833,199 | $(78,978) | (9.5)% | | Operating income | $163,252 | $235,087 | $(71,835) | (30.6)% | | Net income | $72,151 | $169,847 | $(97,696) | (57.5)% | | Adjusted EBITDA | $293,242 | $354,257 | $(61,015) | (17.2)% | | FFO | $189,895 | $264,464 | $(74,569) | (28.2)% | | AFFO | $209,552 | $253,231 | $(43,679) | (17.2)% | - Lamar Media Corp. experienced a **9.5% decrease** in net revenues for the six months ended June 30, 2020, primarily from billboard and transit advertising declines due to the **pandemic**[229](index=229&type=chunk) - Net income for Lamar Media Corp. decreased by **57.5%** to **$72.151 million** for the six months ended June 30, 2020, compared to **$169.847 million** in 2019[236](index=236&type=chunk) [Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019 (Lamar Media Corp.)](index=51&type=section&id=Three%20Months%20Ended%20June%2030%2C%202020%20compared%20to%20Three%20Months%20Ended%20June%2030%2C%202019%20(Lamar%20Media%20Corp.)) This section compares Lamar Media Corp.'s financial performance for the three months ended June 30, 2020, against the same period in 2019 Financial Metric (in thousands) | Financial Metric (in thousands) | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Change (Decrease) | Percent Change (Decrease) | | :------------------------------ | :------------------------------- | :------------------------------- | :---------------- | :------------------------ | | Net revenues | $347,652 | $448,742 | $(101,090) | (22.5)% | | Operating income | $66,557 | $144,195 | $(77,638) | (53.8)% | | Net income | $31,534 | $118,485 | $(86,951) | (73.4)% | | Adjusted EBITDA | $133,301 | $208,024 | $(74,723) | (35.9)% | | FFO | $92,208 | $159,378 | $(67,170) | (42.1)% | | AFFO | $96,165 | $154,197 | $(58,032) | (37.6)% | - Lamar Media Corp.'s net revenues decreased by **22.5%** for the three months ended June 30, 2020, primarily due to the ongoing pandemic's impact on advertising demand[243](index=243&type=chunk) - Net income for Lamar Media Corp. declined by **73.4%** to **$31.534 million** for the three months ended June 30, 2020, compared to **$118.485 million** in 2019[249](index=249&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines Lamar Advertising Company's and Lamar Media Corp.'s exposure to market risks, primarily focusing on interest rate risk associated with variable-rate debt instruments - As of June 30, 2020, approximately **$598.3 million (18.7%)** of the Company's long-term debt was variable-rate, primarily under the senior credit facility and Accounts Receivable Securitization Program[258](index=258&type=chunk) - A **200 basis point increase** in the weighted average interest rate (from **2.6% to 4.6%**) would have increased interest expense by approximately **$10.4 million** for the six months ended June 30, 2020[258](index=258&type=chunk) - The Company mitigates interest rate risk by maintaining a balance between variable and fixed-rate debt and has the capability to fix interest rates on borrowings for up to twelve months[259](index=259&type=chunk) [ITEM 4. Controls and Procedures](index=54&type=section&id=ITEM%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the Company's and Lamar Media's disclosure controls and procedures and reports no material changes in internal control over financial reporting - Management concluded that the Company's and Lamar Media's disclosure controls and procedures were **effective** as of June 30, 2020[261](index=261&type=chunk) - There have been **no material changes** in internal control over financial reporting during the last fiscal quarter[262](index=262&type=chunk) PART II — OTHER INFORMATION This section provides additional information including updated risk factors, equity security sales, and a list of exhibits [ITEM 1A. Risk Factors](index=55&type=section&id=ITEM%201A.%20Risk%20Factors) This section updates the risk factors, emphasizing the material adverse effects of pandemics like COVID-19 on the Company's business, financial results, and stock price - The **COVID-19 pandemic** has materially affected the business by reducing demand for out-of-home advertising, impacting vehicle volume, pedestrian traffic, and advertiser spending[265](index=265&type=chunk) - The pandemic has negatively affected advertising customer segments (entertainment, retail, restaurant, automotive) and caused a decline in the Company's stock price[265](index=265&type=chunk)[267](index=267&type=chunk) - The **TCJA** and **CARES Act** changes, particularly regarding net operating losses (NOLs) and interest expense deductions, could impact Lamar Advertising's ability to comply with REIT distribution requirements or avoid taxes[269](index=269&type=chunk)[271](index=271&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states that there were no unregistered sales of equity securities or use of proceeds to report for the period - **No unregistered sales** of equity securities or use of proceeds were reported[272](index=272&type=chunk) [ITEM 5. Other Information](index=56&type=section&id=ITEM%205.%20Other%20Information) This section indicates that there is no other information to report for the period - **No other information** was reported[272](index=272&type=chunk) [ITEM 6. Exhibits](index=57&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate organizational documents, debt indentures, credit agreements, and certifications - Key exhibits include Amended and Restated Certificates of Incorporation and Bylaws for Lamar Advertising Company and Lamar Media Corp[273](index=273&type=chunk) - Debt-related exhibits include the Indenture for 4 7/8% Senior Notes and various amendments to the Receivables Financing Agreement[273](index=273&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer are included, as required by the Sarbanes-Oxley Act[273](index=273&type=chunk)[274](index=274&type=chunk)

Financial Data and Key Metrics Changes - Q1 2020 marked the 40th consecutive quarter of revenue growth, although business was impacted by COVID-19, costing approximately $4 million to $5 million in revenue [6] - Adjusted EBITDA increased by 9.4% to $159.8 million compared to $146.1 million in Q1 2019, while fully diluted AFFO rose 13.1% to $1.12 per share [12] - April revenues were approximately $116 million, a decline of about 20% from pro forma April 2019 [6][12] Business Line Data and Key Metrics Changes - Digital unit revenue was up 5.9% in Q1, with a total of 3,589 digital units, an increase of 47 units [21] - The top three verticals—services, hospitals, and restaurants—are performing well, with services seeing increased demand from attorneys and cleaning services [22][23] - The education vertical was notably strong, up 70% in Q1, driven by online education and fall enrollment [28] Market Data and Key Metrics Changes - Traffic activity in markets that generated 80% of 2019 billboard revenues is already back to 75% of last year's average, with many smaller markets rebounding faster than larger DMAs [9][10] - The oil patch is struggling, particularly in areas like Tulsa and Oklahoma City, due to macroeconomic challenges [36] Company Strategy and Development Direction - The company has reduced its CapEx budget from $130 million to approximately $58 million, focusing on essential projects [11][13] - Management is optimistic about emerging stronger from the crisis, with plans to maintain REIT status and distribute at least 90% of NOI [47] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about recovery, noting that car travel is expected to increase significantly as people avoid air travel [44] - The company anticipates a good political advertising season in Q3 and Q4, with political pacing up 32% from the 2018 cycle [60] Other Important Information - The company ended Q1 with total leverage of 4.03 times net debt-to-EBITDA, with approximately $609 million in liquidity [14][19] - Significant cost reductions are expected, including $16.5 million in executive bonuses and $13 million in lease portfolio savings [11] Q&A Session Summary Question: Considering the results were not significantly affected by COVID-19 in Q1, would the company consider M&A? - Management indicated a willingness to explore M&A opportunities as the company aims to emerge as a strong player in the industry [32] Question: How is the Q2 trend shaping up, and how has the oil patch fared? - Management noted that May is expected to be slightly worse than April, with the oil patch facing challenges [36] Question: How does the company view the recovery compared to the 2008/2009 downturn? - Management feels more optimistic this time due to a stronger balance sheet and broader platform, anticipating increased car travel [44] Question: How is the company balancing dividend distribution and leverage? - The Board aims to maintain REIT status and distribute at least 90% of NOI, while also considering liquidity [47] Question: What data supports the expectation of increased car travel this summer? - Management cited traffic activity data showing significant increases in smaller markets, with many areas already seeing traffic up to 75% of last year's levels [54]

PART I — FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial information, management's discussion, market risk, and controls [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents unaudited condensed consolidated financial statements for Lamar Advertising Company and Lamar Media Corp., detailing financial position, performance, and cash flows [Lamar Advertising Company - Condensed Consolidated Balance Sheets](index=5&type=section&id=Lamar%20Advertising%20Company%20-%20Condensed%20Consolidated%20Balance%20Sheets) Lamar Advertising Company's balance sheet as of March 31, 2020, shows a significant increase in cash and cash equivalents and long-term debt compared to December 31, 2019, while total stockholders' equity experienced a slight decrease | Metric | March 31, 2020 (in millions) | December 31, 2019 (in millions) | | :-------------------------- | :------------------------------ | :------------------------------- | | Cash and cash equivalents | $496.6 | $26.2 | | Total assets | $6,393.0 | $5,941.2 | | Total liabilities | $5,255.2 | $4,760.8 | | Long-term debt | $3,382.2 | $2,753.6 | | Stockholders' equity | $1,137.8 | $1,180.3 | [Lamar Advertising Company - Condensed Consolidated Statements of Income and Comprehensive Income](index=6&type=section&id=Lamar%20Advertising%20Company%20-%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) For the three months ended March 31, 2020, Lamar Advertising Company reported increased net revenues but a decrease in net income compared to the same period in 2019, primarily due to a significant loss on debt extinguishment | Metric | Three months ended March 31, 2020 (in millions) | Three months ended March 31, 2019 (in millions) | | :---------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net revenues | $406.6 | $384.5 | | Operating income | $96.6 | $90.8 | | Loss on extinguishment of debt | $18.2 | $— | | Net income | $40.5 | $51.3 | | Basic earnings per share | $0.40 | $0.51 | | Cash dividends declared per share | $1.00 | $0.96 | [Lamar Advertising Company - Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Lamar%20Advertising%20Company%20-%20Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This statement outlines the changes in Lamar Advertising Company's stockholders' equity for the three months ended March 31, 2020, and 2019, reflecting the impact of net income, common and preferred stock dividends, and treasury stock purchases | Metric | March 31, 2020 (in millions) | December 31, 2019 (in millions) | | :------------------------------------ | :------------------------------ | :------------------------------- | | Total Stockholders' Equity | $1,137.8 | $1,180.3 | | Net income (Q1 2020) | $40.5 | | | Dividends/distributions to common shareholders (Q1 2020) | $(100.7) | | | Purchase of treasury stock (Q1 2020) | $(10.1) | | [Lamar Advertising Company - Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Lamar%20Advertising%20Company%20-%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Lamar Advertising Company's cash flow statement for the three months ended March 31, 2020, shows a significant increase in cash from financing activities, primarily due to debt refinancing, which led to a substantial net increase in cash and cash equivalents | Metric | Three months ended March 31, 2020 (in millions) | Three months ended March 31, 2019 (in millions) | | :------------------------------------ | :--------------------------------------- | :--------------------------------------- | | Net cash provided by operating activities | $62.9 | $60.7 | | Net cash used in investing activities | $(35.6) | $(91.1) | | Net cash provided by financing activities | $443.6 | $41.6 | | Net increase in cash and cash equivalents | $470.5 | $11.3 | | Cash and cash equivalents at end of period | $496.6 | $32.8 | [Lamar Advertising Company - Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Lamar%20Advertising%20Company%20-%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering significant accounting policies, revenue recognition, leases, stock-based compensation, long-term debt, and the impact of new accounting pronouncements and the COVID-19 pandemic - The Company updated its goodwill qualitative assessment as of March 31, 2020, due to COVID-19 related changes, but concluded that goodwill was not impaired[26](index=26&type=chunk) - Lamar Media entered into a Fourth Amended and Restated Credit Agreement on February 6, 2020, establishing a new **$750 million revolving credit facility** and a **$600 million Term B loan facility**[56](index=56&type=chunk) - Additionally, Lamar Media issued **$1.0 billion in new senior notes** (3 3/4% due 2028 and 4% due 2030) to repay existing debt and redeem its 5 3/8% Senior Notes, resulting in an **$18.2 million loss on debt extinguishment**[57](index=57&type=chunk)[173](index=173&type=chunk) - The Company adopted Topic 842, Leases, effective January 1, 2019, recognizing **$1.2 billion in additional operating liabilities** and corresponding right-of-use assets[88](index=88&type=chunk) - ASU 2016-13, Financial Instruments – Credit Losses, was adopted on January 1, 2020, with no material impact, but the allowance for credit losses now considers COVID-19 impacts[89](index=89&type=chunk) [Lamar Media Corp. - Condensed Consolidated Balance Sheets](index=19&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Balance%20Sheets) Lamar Media Corp.'s balance sheet largely mirrors Lamar Advertising's consolidated figures due to its wholly-owned subsidiary status, showing similar increases in cash and long-term debt as of March 31, 2020, compared to December 31, 2019 | Metric | March 31, 2020 (in millions) | December 31, 2019 (in millions) | | :-------------------------- | :------------------------------ | :------------------------------- | | Cash and cash equivalents | $496.1 | $25.7 | | Total assets | $6,376.3 | $5,924.4 | | Total liabilities | $5,249.0 | $4,754.9 | | Long-term debt | $3,382.2 | $2,753.6 | | Stockholder's equity | $1,127.2 | $1,169.5 | [Lamar Media Corp. - Condensed Consolidated Statements of Income and Comprehensive Income](index=20&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) Lamar Media Corp.'s income and comprehensive income statement reflects similar trends to its parent company for the three months ended March 31, 2020, with increased net revenues but a decrease in net income due to the debt extinguishment loss | Metric | Three months ended March 31, 2020 (in millions) | Three months ended March 31, 2019 (in millions) | | :----------------------------- | :--------------------------------------- | :--------------------------------------- | | Net revenues | $406.6 | $384.5 | | Operating income | $96.7 | $90.9 | | Loss on extinguishment of debt | $18.2 | $— | | Net income | $40.6 | $51.4 | [Lamar Media Corp. - Condensed Consolidated Statements of Stockholder's Equity](index=21&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Statements%20of%20Stockholder's%20Equity) This statement shows changes in Lamar Media Corp.'s stockholder's equity for the three months ended March 31, 2020, and 2019, influenced by net income, dividends to the parent company, and contributions from the parent | Metric | March 31, 2020 (in millions) | December 31, 2019 (in millions) | | :-------------------------- | :------------------------------ | :------------------------------- | | Total Stockholder's Equity | $1,127.2 | $1,169.5 | | Net income (Q1 2020) | $40.6 | | | Dividend to parent (Q1 2020) | $(110.8) | | | Contribution from parent (Q1 2020) | $29.4 | | [Lamar Media Corp. - Condensed Consolidated Statements of Cash Flows](index=22&type=section&id=Lamar%20Media%20Corp.%20-%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Lamar Media Corp.'s cash flow activities for the three months ended March 31, 2020, largely mirror the parent company's, with a significant increase in cash from financing due to debt refinancing, leading to a substantial net increase in cash and cash equivalents | Metric | Three months ended March 31, 2020