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What changed in LAMAR ADVERTISING CO/NEW's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of LAMAR ADVERTISING CO/NEW's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+259 added−231 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-23)

Top changes in LAMAR ADVERTISING CO/NEW's 2024 10-K

259 paragraphs added · 231 removed · 202 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

43 edited+3 added−0 removed71 unchanged
Biggest changeMarkets with less than 1% of total displays are grouped in the category “all other United States.” Percentage of Revenues for the year ended, December 31, 2023 Number of Displays for the year ended, December 31, 2023 Market Static Billboard Displays Digital Billboard Displays Transit Displays Logo Displays Total Displays Static Billboard Displays Digital Billboard Displays Transit Displays Logo Displays Total Displays Percentage of Total Displays Las Vegas, NV 1.4 % 2.2 % 18.2 % — 2.8 % 742 90 1,504 — 2,336 0.6 % New York, NY 2.3 % 2.2 % — — 2.0 % 1,009 69 — — 1,078 0.3 % Chicago, IL 1.9 % 2.4 % — — 1.8 % 2,074 157 — — 2,231 0.6 % Pittsburgh, PA 1.9 % 1.9 % 0.4 % — 1.7 % 2,866 64 327 — 3,257 0.9 % Cleveland, OH 1.6 % 1.7 % 1.6 % — 1.6 % 2,250 58 2,535 — 4,843 1.3 % Nashville, TN 1.6 % 2.2 % — — 1.6 % 2,096 89 — — 2,185 0.6 % San Bernardino, CA 1.4 % 2.2 % 1.6 % — 1.6 % 624 56 1,158 — 1,838 0.5 % Dallas, TX 1.8 % 0.9 % 2.2 % — 1.5 % 1,268 30 459 — 1,757 0.5 % Atlanta, GA 1.1 % 2.6 % — — 1.4 % 838 91 — — 929 0.3 % Knoxville, TN 1.8 % 1.0 % — — 1.4 % 2,360 64 — — 2,424 0.7 % Phoenix, AZ 0.3 % 2.4 % 7.0 % — 1.3 % 149 69 4,048 — 4,266 1.2 % Birmingham, AL 1.4 % 1.3 % 0.3 % — 1.3 % 2,096 51 273 — 2,420 0.7 % Seattle, WA 1.5 % 0.7 % 1.4 % — 1.2 % 1,547 19 1,736 — 3,302 0.9 % Indianapolis, IN 1.3 % 1.0 % 1.4 % — 1.2 % 2,504 35 123 — 2,662 0.7 % Raleigh, NC 1.5 % 0.8 % — — 1.1 % 2,550 47 — — 2,597 0.7 % Oklahoma City, OK 1.2 % 1.3 % 0.3 % — 1.1 % 2,008 43 35 — 2,086 0.6 % Richmond, VA 1.1 % 1.5 % — — 1.1 % 1,260 51 — — 1,311 0.4 % Greenville-Spartanburg, SC 1.3 % 1.1 % — — 1.1 % 1,837 50 — — 1,887 0.5 % Reading, PA 1.1 % 1.6 % — — 1.1 % 1,373 104 — — 1,477 0.4 % Hartford, CT 1.0 % 1.7 % — — 1.1 % 835 53 — — 888 0.2 % Cincinnati, OH 0.9 % 1.8 % — — 1.0 % 1,118 44 — — 1,162 0.3 % Baton Rouge, LA 1.1 % 1.2 % — — 1.0 % 1,364 53 — — 1,417 0.4 % All US Logo Programs* — — — 92.6 % 3.6 % — — — 144,503 144,503 39.8 % All Other United States 69.5 % 64.3 % 49.7 % — 64.0 % 120,869 3,372 25,155 — 149,396 41.1 % All Other Canada* — — 15.9 % 7.4 % 1.4 % — — 10,514 10,730 21,244 5.8 % Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 155,637 4,759 47,867 155,233 363,496 100.0 % Total Revenue (in millions) $ 1,315.4 $ 562.4 $ 150.9 $ 82.3 $ 2,111.0 * Logo displays at December 31, 2023 include 15,995 displays related to the tourist oriented direction signing ("TODS") programs.
Biggest changeMarkets with less than 1% of total displays are grouped in the category “all other United States.” Percentage of Revenues for the year ended, December 31, 2024 Number of Displays for the year ended, December 31, 2024 Market Static Billboard Displays Digital Billboard Displays Transit Displays Logo Displays Total Displays Static Billboard Displays Digital Billboard Displays Transit Displays Logo Displays Total Displays Percentage of Total Displays Las Vegas, NV 1.5 % 2.1 % 19.0 % — 2.9 % 722 93 1,504 — 2,319 0.6 % New York, NY 2.4 % 2.4 % — — 2.1 % 1,008 76 — — 1,084 0.3 % Chicago, IL 1.9 % 2.4 % — — 1.8 % 2,053 159 — — 2,212 0.6 % Pittsburgh, PA 1.9 % 2.0 % 0.4 % — 1.7 % 2,853 68 327 — 3,248 0.9 % Nashville, TN 1.5 % 2.0 % — — 1.5 % 2,089 93 — — 2,182 0.6 % San Bernardino, CA 1.3 % 2.1 % 1.4 % — 1.5 % 609 59 1,234 — 1,902 0.5 % Dallas, TX 1.7 % 1.0 % 1.8 % — 1.4 % 1,253 32 459 — 1,744 0.5 % Cleveland, OH 1.6 % 1.6 % — — 1.4 % 2,223 57 — — 2,280 0.6 % Phoenix, AZ 0.3 % 2.4 % 7.4 % — 1.4 % 148 73 4,242 — 4,463 1.2 % Atlanta, GA 1.1 % 2.6 % — — 1.4 % 830 92 — — 922 0.3 % Knoxville, TN 1.8 % 1.0 % — — 1.4 % 2,357 67 — — 2,424 0.7 % Seattle, WA 1.6 % 0.7 % 1.5 % — 1.3 % 1,534 19 1,602 — 3,155 0.9 % Birmingham, AL 1.4 % 1.3 % 0.4 % — 1.2 % 2,080 51 231 — 2,362 0.7 % Reading, PA 1.2 % 1.8 % — — 1.2 % 1,355 104 — — 1,459 0.4 % Indianapolis, IN 1.3 % 1.1 % 1.7 % — 1.2 % 2,467 36 123 — 2,626 0.7 % Raleigh, NC 1.5 % 0.8 % — — 1.1 % 2,521 49 — — 2,570 0.7 % Greenville-Spartanburg, SC 1.3 % 1.2 % — — 1.1 % 1,808 51 — — 1,859 0.5 % Oklahoma City, OK 1.2 % 1.3 % 0.4 % — 1.1 % 1,970 46 35 — 2,051 0.6 % Hartford, CT 1.0 % 1.7 % — — 1.1 % 827 53 — — 880 0.2 % Richmond, VA 1.1 % 1.5 % — — 1.1 % 1,237 53 — — 1,290 0.4 % Cincinnati, OH 0.9 % 1.8 % — — 1.0 % 1,110 48 — — 1,158 0.3 % Baton Rouge, LA 1.1 % 1.1 % — — 1.0 % 1,356 56 — — 1,412 0.4 % Pensacola, FL 1.0 % 1.2 % — — 1.0 % 2,239 85 — — 2,324 0.6 % All US Logo Programs* — — — 92.7 % 3.5 % — — — 143,299 143,299 39.8 % All Other United States 68.4 % 62.9 % 48.2 % — 63.0 % 117,360 3,474 27,122 — 147,956 41.1 % All Other Canada* — — 17.8 % 7.3 % 1.6 % — — 10,616 10,690 21,306 5.9 % Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 154,009 4,994 47,495 153,989 360,487 100.0 % Total Revenue (in millions) $ 1,364.7 $ 591.5 $ 166.9 $ 84.0 $ 2,207.1 * Logo displays at December 31, 2024 include 15,768 displays related to the tourist oriented direction signing ("TODS") programs.
Bulletins are large advertising structures (the most common size is 14 feet high by 48 feet wide, or 672 square feet) consisting of panels on which advertising copy is displayed. We wrap advertising copy printed with computer-generated graphics on a single sheet of vinyl around the structure.
Bulletins are large advertising structures consisting of panels (the most common size is 14 feet high by 48 feet wide, or 672 square feet) on which advertising copy is displayed. We wrap advertising copy printed with computer-generated graphics on a single sheet of vinyl around the structure.
Posters are smaller advertising structures (the most common size is 11 feet high by 23 feet wide, or 253 square feet; we also operate junior posters, which are 5 feet high by 11 feet wide, or 55 square feet). Poster panels utilize a single flexible sheet of polyethylene material that inserts onto the face of the panel.
Posters are smaller advertising structures (the most common panel size is 11 feet high by 23 feet wide, or 253 square feet; we also operate junior posters, which are 5 feet high by 11 feet wide, or 55 square feet). Poster panels utilize a single flexible sheet of polyethylene material that inserts onto the face of the panel.
Although we primarily focus on small to mid-size markets where we can attain a strong market share, in each of our markets we compete against other providers of outdoor advertising and other types of media, including: • Larger outdoor advertising providers, such as (i) Clear Channel Outdoor Holdings, Inc., which operates billboards, street furniture displays, transit displays and other out-of-home advertising displays and (ii) Outfront Media, Inc., which operates traditional outdoor, street furniture and transit advertising properties. • Broadcast and cable television, radio, print media, direct mail marketing, the internet, social media and applications used in conjunction with wireless devices. • An increasing variety of out-of-home advertising media, such as advertising displays in shopping centers, malls, airports, stadiums, movie theaters, supermarkets and advertising displays on taxis, trains and buses.
Although we primarily focus on small to mid-size markets where we can attain a strong market share, in each of our markets we compete against other providers of outdoor advertising and other types of media, including: • Larger outdoor advertising providers, such as (i) Clear Channel Outdoor Holdings, Inc., which operates billboards, street furniture displays, transit displays and other out-of-home advertising displays and (ii) Outfront Media, Inc., which operates traditional outdoor, street furniture and transit advertising properties. • Broadcast, cable and streaming television, radio, print media, direct mail marketing, the internet, social media and applications used in conjunction with wireless devices. • An increasing variety of out-of-home advertising media, such as advertising displays in shopping centers, malls, airports, stadiums, movie theaters, supermarkets and advertising displays on taxis, trains and buses.
As Lamar’s business continues to grow, so does the Company’s strong commitment to recruiting a work force with diverse talents, as well as to developing and retaining the successful members of our sales and management teams. Our 985 local account executives and approximately 170 local management employees have been with the Company for an average of 12 years.
As Lamar’s business continues to grow, so does the Company’s strong commitment to recruiting a work force with diverse talents, as well as to developing and retaining the successful members of our sales and management teams. Our 975 local account executives and approximately 170 local management employees have been with the Company for an average of 12 years.
An important part of our management activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions. 12 Table of Contents The following table illustrates the number of leased and owned sites by state as of December 31, 2023, which is sorted from greatest to least in number and percentage of leased sites.
An important part of our management activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions. 12 Table of Contents The following table illustrates the number of leased and owned sites by state as of December 31, 2024, which is sorted from greatest to least in number and percentage of leased sites.
The table below sets forth the industries from which we derived most of our billboard advertising revenues for the year ended December 31, 2023, as well as the percentage of billboard advertising revenues attributable to the advertisers in those industries.
The table below sets forth the industries from which we derived most of our billboard advertising revenues for the year ended December 31, 2024, as well as the percentage of billboard advertising revenues attributable to the advertisers in those industries.
We will continue to monitor the inflationary environment and these pressures in 2024 and any resulting impacts on our financial position and results of operations. SEASONALITY Our revenues and operating results are subject to seasonality.
We will continue to monitor the inflationary environment and these pressures and any resulting impacts on our financial position and results of operations. SEASONALITY Our revenues and operating results are subject to seasonality.
Through these programmatic partners, advertisers can buy advertising space across multiple channels, allowing them to complement their existing campaigns by leasing our digital out-of-home offerings. While the programmatic out-of-home channel is relatively new and a small portion of our existing business, we believe it represents a growth area for our industry and our business.
Through these programmatic partners, advertisers can buy advertising space across multiple channels, allowing them to complement their existing campaigns by leasing our digital out-of-home offerings. While the programmatic out-of-home channel is 2% of our existing outdoor business and relatively new, we believe it represents a growth area for our industry and our business.
We also operate the tourist oriented directional signing (“TODS”) programs for the states of Colorado, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, Ohio, South Carolina, Utah, and the province of Ontario, Canada, providing approximately 16,000 advertising displays. Our logo and TODS operations are decentralized.
We also operate the tourist oriented directional signing (“TODS”) programs for the states of Colorado, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, Ohio, South Carolina, Utah, and the province of Ontario, Canada, providing approximately 15,700 advertising displays. Our logo and TODS operations are decentralized.
We seek to identify and closely monitor the needs of our tenants and to provide them with a full complement of high quality advertising services. Local advertising constituted approximately 78% of our outdoor net revenues for the year ended December 31, 2023, which management believes is higher than the industry average.
We seek to identify and closely monitor the needs of our tenants and to provide them with a full complement of high quality advertising services. Local advertising constituted approximately 79% of our outdoor net revenues for the year ended December 31, 2024, which management believes is higher than the industry average.
In addition, we routinely invest in upgrading our existing displays and constructing new displays. Since January 1, 2014, we have invested approximately $1.23 billion in capitalized expenditures, which include improvements to our existing real estate portfolio, improvements to recently acquired locations and the construction of new locations.
In addition, we routinely invest in upgrading our existing displays and constructing new displays. Since January 1, 2015, we have invested approximately $1.24 billion in capitalized expenditures, which include improvements to our existing real estate portfolio, improvements to recently acquired locations and the construction of new locations.
Depending on the contract, we may or may not be entitled to compensation at that time. Of our 24 logo sign contracts in place, in the United States and Canada, at December 31, 2023, 4 are subject to renewal or expiration in 2024.
Depending on the contract, we may or may not be entitled to compensation at that time. Of our 24 logo sign contracts in place, in the United States and Canada, at December 31, 2024, four are subject to renewal or expiration in 2025.
Approximately 300 employees were engaged in overall management and general administration at our corporate headquarters in Baton Rouge, Louisiana, and the remainder, including approximately 985 local account executives, were employed in our operating offices. Fifteen of our local offices employ billposters and construction personnel who are covered by collective bargaining agreements.
Over 325 employees were engaged in overall management and general administration at our corporate headquarters in Baton Rouge, Louisiana, and the remainder, including approximately 975 local account executives, were employed in our operating offices. Fifteen of our local offices employ billposters and construction personnel who are covered by collective bargaining agreements.
Digital billboards are capable of generating over one billion colors and vary in brightness based on ambient conditions. They display completely digital advertising copy from various advertisers in a slide show fashion, rotating each advertisement approximately every 6 to 8 seconds. At December 31, 2023, our inventory included approximately 4,750 digital display billboards in various markets.
Digital billboards are capable of generating over one billion colors and vary in brightness based on ambient conditions. They display completely digital advertising copy from various advertisers in a slide show fashion, rotating each advertisement approximately every 6 to 8 seconds. At December 31, 2024, our inventory included approximately 5,000 digital display billboards in various markets.
Our contracts with customers generally cover periods ranging from one week to one year and are generally billed every four weeks. Since contract terms are short-term in nature, we do not consider revenues by year of contract expiration to be meaningful. HUMAN CAPITAL RESOURCES Our People. We employed approximately 3,550 people as of December 31, 2023.
Our contracts with customers generally cover periods ranging from one week to one year and are generally billed every four weeks. Since contract terms are short-term in nature, we do not consider revenues by year of contract expiration to be meaningful. HUMAN CAPITAL RESOURCES Our People. We employed over 3,500 people as of December 31, 2024.
To attract more attention, some of the panels may extend beyond the linear edges of the display face and may include three-dimensional embellishments. Because of their greater impact and higher cost, bulletins are usually located on major highways and target vehicular traffic. At December 31, 2023, we operated approximately 79,400 bulletin displays.
To attract more attention, some of the panels may extend beyond the linear edges of the display face and may include three-dimensional embellishments. Because of their greater impact and higher cost, bulletins are usually located on major highways and target vehicular traffic. At December 31, 2024, we operated approximately 78,800 bulletin displays.
We believe that the experience of our regional, territory and local managers has contributed greatly to our success. For example, our regional managers have been with us for an average of 32 years. In an effort to provide high quality sales and service at the local level, we employed approximately 985 local account executives as of December 31, 2023.
We believe that the experience of our regional, territory and local managers has contributed greatly to our success. For example, our regional managers have been with us for an average of 33 years. In an effort to provide high quality sales and service at the local level, we employed approximately 975 local account executives as of December 31, 2024.
These 4,750 digital billboards generated approximately 31% of billboard advertising net revenue. We own the physical structures on which the advertising copy is displayed. We build the structures on locations we either own or lease. In each local office, one employee typically performs site leasing activities for the markets served by that office.
These 5,000 digital billboards generated approximately 32% of billboard advertising net revenue. We own the physical structures on which the advertising copy is displayed. We build the structures on locations we either own or lease. In each local office, one employee typically performs site leasing activities for the markets served by that office.
Posters are concentrated on major traffic arteries and target vehicular traffic, and junior posters are concentrated on city streets and target hard-to-reach pedestrian traffic and nearby residents. At December 31, 2023, we operated approximately 81,000 poster displays. We generally rent poster space for 4 to 26 weeks, determined by the advertiser’s campaign needs.
Posters are concentrated on major traffic arteries and target vehicular traffic, and junior posters are concentrated on city streets and target hard-to-reach pedestrian traffic and nearby residents. At December 31, 2024, we operated approximately 80,200 poster displays. We generally rent poster space for 4 to 26 weeks, determined by the advertiser’s campaign needs.
The individual advertisers in these industries accounted for approximately 73% of our billboard advertising net revenues in the year ended December 31, 2023. No individual tenant accounted for more than 2% of our billboard advertising net revenues in that period.
The individual advertisers in these industries accounted for approximately 72% of our billboard advertising net revenues in the year ended December 31, 2024. No individual tenant accounted for more than 2% of our billboard advertising net revenues in that period.
In addition to traditional billboards, we also rent space on digital billboards, which are generally located on major traffic arteries and city streets. As of December 31, 2023, we owned and operated approximately 4,750 digital billboard advertising displays in 43 states and Canada. Logo signs.
In addition to traditional billboards, we also rent space on digital billboards, which are generally located on major traffic arteries and city streets. As of December 31, 2024, we owned and operated approximately 5,000 digital billboard advertising displays in 43 states and Canada. Logo signs.
INFLATION During 2022 and 2023, as a result of the inflationary environment in the U.S., we experienced increases in our direct and general and administrative costs, including increases in labor costs and utilities. Increases in expenses were largely offset by increases in our advertising rates. We also experienced increased interest expenses related to rising interest rates.
INFLATION As a result of the inflationary environment in the U.S., we have experienced increases in our direct and general and administrative costs, including increases in labor costs, utilities and equipment rentals. Increases in expenses were largely offset by increases in our advertising rates. We also experienced increased interest expenses related to rising interest rates.
As of December 31, 2023, we operated approximately 47,850 transit advertising displays in 24 states and Canada. CORPORATE HISTORY We have operated under the Lamar name since our founding in 1902 and have been publicly traded on NASDAQ under the symbol “LAMR” since 1996.
As of December 31, 2024, we operated approximately 47,500 transit advertising displays in 23 states and Canada. CORPORATE HISTORY We have operated under the Lamar name since our founding in 1902 and have been publicly traded on NASDAQ under the symbol “LAMR” since 1996.
As of December 31, 2023, we operated approximately 139,250 logo sign advertising displays in 23 states and the province of Ontario, Canada. Transit advertising displays. We also rent advertising space on the exterior and interior of public transportation vehicles, in airport terminals, and on transit shelters and benches in over 80 markets.
As of December 31, 2024, we operated over 138,200 logo sign advertising displays in 23 states and the province of Ontario, Canada. Transit advertising displays. We also rent advertising space on the exterior and interior of public transportation vehicles, in airport terminals, and on transit shelters and benches in over 80 markets.
As of December 31, 2023, we operated approximately 47,850 transit advertising displays in 24 states and Canada. 8 Table of Contents Municipalities usually award new transit advertising contracts and renew expiring transit advertising contracts through an open bidding process.
As of December 31, 2024, we operated approximately 47,500 transit advertising displays in 23 states and Canada. 8 Table of Contents Municipalities usually award new transit advertising contracts and renew expiring transit advertising contracts through an open bidding process.
We spent approximately $178.3 million in total capital expenditures in fiscal year 2023, of which approximately $75.5 million was spent on digital technology. We expect our 2024 capitalized expenditures to be approximately $125 million. Growing our out-of-home programmatic channel. We offer a portion of our unsold digital display inventory to advertisers via our programmatic partners.
We spent approximately $125.3 million in total capital expenditures in fiscal year 2024, of which approximately $60.7 million was spent on digital technology. We expect our 2025 capitalized expenditures to be approximately $195 million. Growing our out-of-home programmatic channel. We offer a portion of our unsold digital display inventory to advertisers via our programmatic partners.
We erect logo signs, which generally advertise nearby gas, food, camping, lodging and other attractions, and directional signs, which direct vehicle traffic to nearby services and tourist attractions, near highway exits. As of December 31, 2023, we operated approximately 42,200 logo sign structures containing approximately 139,250 logo advertising displays in the United States and Canada.
We erect logo signs, which generally advertise nearby gas, food, camping, lodging and other attractions, and directional signs, which direct vehicle traffic to nearby services and tourist attractions, near highway exits. As of December 31, 2024, we operated approximately 41,700 logo sign structures containing over 138,200 logo advertising displays in the United States and Canada.
As of December 31, 2023, approximately 36% of our work force was female, 18% of our employees and 33% of our named executive offices identified themselves as minorities, while 33% of our Board of Directors was female and one of our nine directors was a member of a minority group.
As of December 31, 2024, approximately 37% of our work force was female, 18% of our employees and 33% of our named executive officers identified themselves as minorities, while 33% of our Board of Directors was female and one of our nine directors was a member of a minority group.
Categories Percentage of Net Billboard Advertising Revenues Service 16 % Health Care 11 % Restaurants 10 % Retailers 8 % Automotive 5 % Amusement — Entertainment/Sports 5 % Gaming 4 % Financial — Banks, Credit Unions 4 % Education 4 % Public Service 3 % Insurance 3 % 73 % REGULATION Outdoor advertising is subject to governmental regulation at the federal, state and local levels.
Categories Percentage of Net Billboard Advertising Revenues Service 17 % Health Care 10 % Restaurants 9 % Retailers 8 % Automotive 5 % Amusement/Attractions 5 % Gaming 4 % Financial — Banks, Credit Unions 4 % Education 4 % Public Service 3 % Insurance 3 % 72 % REGULATION Outdoor advertising is subject to governmental regulation at the federal, state and local levels.
Information contained on our website is not part of this Annual Report. 14 Table of Contents
Information contained on our website is not part of this Annual Report.
We also own 128 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, we lease an additional 160 operating facilities at an aggregate lease expense for 2023 of approximately $10.1 million. We own approximately 10,750 parcels of property beneath our advertising displays.
We also own 126 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, we lease an additional 162 operating facilities at an aggregate lease expense for 2024 of approximately $10.2 million. We own approximately 10,900 parcels of property beneath our advertising displays.
As of December 31, 2023, we leased approximately 72,350 outdoor sites, accounting for an annualized lease expense of approximately $335.4 million. This amount represented approximately 18% of billboard advertising net revenues for that period. These leases are for varying terms ranging from month-to-month to a term of over ten years, and many provide us with renewal options.
As of December 31, 2024, we leased approximately 71,500 outdoor sites, accounting for an annualized lease expense of approximately $334.5 million. This amount represented approximately 17% of billboard advertising net revenues for that period. These leases are for varying terms ranging from month-to-month to a term of over ten years, and many provide us with renewal options.
COMPANY OPERATIONS Billboard Advertising We rent most of our advertising space on two types of billboard advertising displays: bulletins and posters. As of December 31, 2023, we owned and operated approximately 160,400 billboard advertising displays in 45 states and Canada. In 2023, we derived approximately 77% of our billboard advertising net revenues from bulletin rentals and 23% from poster rentals.
COMPANY OPERATIONS Billboard Advertising We rent most of our advertising space on two types of billboard advertising displays: bulletins and posters. As of December 31, 2024, we owned and operated approximately 159,000 billboard advertising displays in 45 states and Canada. In 2024, we derived approximately 76% of our billboard advertising net revenues from bulletin rentals and 24% from poster rentals.
We will seek to pursue strategic acquisitions of outdoor advertising businesses and assets. This includes acquisitions in our existing markets and in new markets where we can meet our return on investment criteria. When evaluating investments in new markets, our return on investment criteria reflects the additional risks inherent to the particular geographic area.
This includes acquisitions in our existing markets and in new markets where we can meet our return on investment criteria. When evaluating investments in new markets, our return on investment criteria reflects the additional risks inherent to the particular geographic area.
As of December 31, 2023, the annual taxable revenue generated by our TRSs in the aggregate was approximately $350.8 million. 10 Table of Contents ADVERTISING TENANTS Our tenant base is diverse.
As of December 31, 2024, and 2023, the annual taxable income generated by our TRSs in the aggregate was approximately $29.8 million and $30.4 million, respectively. 10 Table of Contents ADVERTISING TENANTS Our tenant base is diverse.
We will continue to reinvest in our existing assets and expand our outdoor advertising display portfolio through new construction. This includes growth and maintenance capital expenditures associated with the construction of new and existing billboard displays, the entrance into and renewal of logo sign and transit contracts, technology-related investments and the purchase of real estate and operating equipment. • Acquisitions.
This includes growth, maintenance and other non-recurring capital expenditures associated with the construction of new and existing billboard displays, the entrance into and renewal of logo sign and transit contracts, technology-related investments and the purchase of real estate and operating equipment. • Acquisitions. We will seek to pursue strategic acquisitions of outdoor advertising businesses and assets.
We offer our customers a fully integrated service, satisfying all aspects of their display requirements from ad copy production to placement and maintenance. We operate three types of outdoor advertising displays: billboards, logo signs and transit advertising displays. Billboards. As of December 31, 2023, we owned and operated approximately 160,400 billboard advertising displays in 45 states and Canada.
We rent space for advertising on billboards, buses, shelters, benches, logo plates and in airport terminals. We offer our customers a fully integrated service, satisfying all aspects of their display requirements from ad copy production to placement and maintenance. We operate three types of outdoor advertising displays: billboards, logo signs and transit advertising displays. Billboards.
ITEM 1. BUSINESS GENERAL Lamar Advertising Company is one of the largest outdoor advertising companies in the United States based on number of displays and has operated under the Lamar name since 1902. We operate in a single operating and reporting segment, advertising. We rent space for advertising on billboards, buses, shelters, benches, logo plates and in airport terminals.
ITEM 1. BUSINESS GENERAL Lamar Advertising Company is one of the largest outdoor advertising companies in the United States based on number of displays and has operated under the Lamar name since 1902. We manage our business through three operating segments – billboard, logo and transit advertising.
Our Executive Vice President of Human Resources, who also serves as our Chief Diversity Officer, is charged with providing training that reinforces our commitment to treat all of our employees with dignity and respect.
Our Executive Vice President of Human Resources and the HR department are charged with providing training that grows and develops our teams and reinforces our commitment to treat all of our employees with dignity and respect.
We have established several initiatives aimed at further diversifying our work force, including establishing an alliance with a hiring network that helps bring us a more diverse pool of candidates and creating an internal women’s leadership network that provides our female leaders with tools and a supportive community to help them develop into senior-level managers.
We have established several initiatives aimed at further diversifying our work force, including establishing an alliance with several hiring networks that helps bring us a more diverse pool of candidates.
After complying with our REIT distribution requirements, we plan to continue to allocate our available capital among investment alternatives that meet our return on investment criteria. During 2023, we generated $783.6 million of cash from operating activities, which was used to fund capital expenditures, acquisitions, and dividends to our stockholders. 6 Table of Contents • Capital expenditures program.
After complying with our REIT distribution requirements, we plan to continue to allocate our available capital among investment alternatives that meet our return on investment criteria.
State # of billboard leased sites % of total # of owned billboard sites % of total Texas 5,007 6.9 % 1,048 9.7 % Pennsylvania 4,819 6.7 % 1,617 15.0 % California 4,374 6.1 % 151 1.4 % Ohio 4,091 5.7 % 593 5.5 % North Carolina 3,824 5.3 % 282 2.6 % Alabama 3,369 4.7 % 521 4.8 % Georgia 3,353 4.6 % 318 3.0 % Indiana 3,084 4.3 % 629 5.9 % Louisiana 2,947 4.1 % 541 5.0 % Tennessee 2,941 4.1 % 488 4.5 % Florida 2,901 4.0 % 493 4.6 % Wisconsin 2,495 3.4 % 411 3.8 % South Carolina 2,260 3.1 % 151 1.4 % New York 2,131 2.9 % 221 2.1 % Missouri 1,985 2.7 % 301 2.8 % Michigan 1,946 2.7 % 287 2.7 % Mississippi 1,842 2.5 % 414 3.9 % Oklahoma 1,676 2.3 % 140 1.3 % Virginia 1,554 2.1 % 178 1.7 % Illinois 1,492 2.1 % 338 3.1 % All Other States and Canada 14,252 19.7 % 1,635 15.2 % 72,343 100.0 % 10,757 100.0 % CONTRACT EXPIRATIONS We derive revenues primarily from renting advertising space to customers on our advertising displays.
State # of billboard leased sites % of total # of owned billboard sites % of total Texas 4,931 6.9 % 1,054 9.7 % Pennsylvania 4,778 6.7 % 1,623 14.9 % California 4,289 6.0 % 151 1.4 % Ohio 4,048 5.7 % 603 5.5 % North Carolina 3,758 5.3 % 292 2.7 % Alabama 3,329 4.7 % 523 4.8 % Georgia 3,294 4.6 % 346 3.2 % Indiana 3,077 4.3 % 636 5.8 % Louisiana 2,922 4.1 % 545 5.0 % Tennessee 2,918 4.0 % 511 4.7 % Florida 2,847 3.9 % 503 4.6 % Wisconsin 2,467 3.5 % 411 3.8 % South Carolina 2,219 3.1 % 152 1.4 % New York 2,106 2.9 % 221 2.0 % Missouri 1,975 2.8 % 306 2.8 % Michigan 1,930 2.7 % 287 2.6 % Mississippi 1,830 2.5 % 415 3.7 % Oklahoma 1,651 2.3 % 141 1.3 % Virginia 1,545 2.2 % 180 1.7 % Illinois 1,445 2.0 % 334 3.1 % All Other States and Canada 14,122 19.8 % 1,662 15.3 % 71,481 100.0 % 10,896 100.0 % CONTRACT EXPIRATIONS We derive revenues primarily from renting advertising space to customers on our advertising displays.
Added
As of December 31, 2024, we owned and operated approximately 159,000 billboard advertising displays in 45 states and Canada.
Added
During 2024, we generated $873.6 million of cash from operating activities, which was used to repay a portion of our long-term debt outstanding, as well as fund capital expenditures, acquisitions, and dividends to our stockholders. 6 Table of Contents • Capital expenditures program.
Added
We will continue to reinvest in our existing assets and expand our outdoor advertising display portfolio through new construction.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+29 added−16 removed97 unchanged
Biggest changeThe Company’s inability to generate sufficient cash flow from operations or obtain additional funds or alternative financing on acceptable terms could have a material adverse effect on our business, financial condition and results of operations. 15 Table of Contents Restrictions in the Company’s and Lamar Media’s debt agreements reduce operating flexibility and contain covenants and restrictions that create the potential for defaults, which could adversely affect the Company’s business, financial condition and financial results.
Biggest changeThe Company cannot guarantee that such additional funds or alternative financing will be available on favorable terms, if at all. The Company’s inability to generate sufficient cash flow from operations or obtain additional funds or alternative financing on acceptable terms could have a material adverse effect on our business, financial condition and results of operations.
Any such corporate tax liability could be substantial and would reduce the amount of cash available for distributions to Lamar Advertising’s stockholders, may require it to borrow funds (under Lamar Media’s senior credit facility or otherwise) or liquidate some investments to pay any such additional tax liability.
Any such corporate tax liability could be substantial and would reduce the amount of cash available for distributions to Lamar Advertising’s stockholders, and may require it to borrow funds (under Lamar Media’s senior credit facility or otherwise) or liquidate some investments to pay any such additional tax liability.
Lamar Media has variable rate debt outstanding under the senior credit facility and its Accounts Receivable Securitization Program. Increases in the interest rates applicable to these borrowings have recently resulted in increased interest expense, which has impacted the Company's net income. Interest rates may continue to increase as a result of macroeconomic factors outside of our control.
Lamar Media has variable rate debt outstanding under the senior credit facility and its Accounts Receivable Securitization Program. Increases in the interest rates applicable to these borrowings have resulted in increased interest expense, which has impacted the Company's net income. Interest rates may continue to increase as a result of macroeconomic factors outside of our control.
For instance, if our market capitalization is below our equity book value for a period of time without recovery, we believe there is a strong presumption that would indicate a triggering event has occurred and it is more likely than not that the fair value of one or both of our reporting units is below the carrying amount.
For instance, if our market capitalization is below our equity book value for a period of time without recovery, we believe there is a strong presumption that would indicate a triggering event has occurred and it is more likely than not that the fair value of one or more of our reporting units is below the carrying amount.
These provisions: • impose restrictions on ownership and transfer of Lamar Advertising common stock that are intended to facilitate the Company’s compliance with certain REIT rules relating to share ownership; • limit who may call a special meeting of stockholders; • establish advance notice and informational requirements and time limitations on any director nomination or proposal that a stockholder wishes to make at a meeting of stockholders; • do not permit cumulative voting in the election of its directors, which would otherwise permit less than a majority of stockholders to elect directors; and • provide the Board of Directors the ability to issue additional classes and shares of preferred stock and to set voting rights, preferences and other terms of the preferred stock without stockholder approval.
These provisions: • impose restrictions on ownership and transfer of Lamar Advertising common stock that are intended to facilitate the Company’s compliance with certain REIT rules relating to share ownership; • limit who may call a special meeting of stockholders; • establish advance notice and informational requirements and time limitations on any director nomination or proposal that a stockholder wishes to make at a meeting of stockholders; 18 Table of Contents • do not permit cumulative voting in the election of its directors, which would otherwise permit less than a majority of stockholders to elect directors; and • provide the Board of Directors the ability to issue additional classes and shares of preferred stock and to set voting rights, preferences and other terms of the preferred stock without stockholder approval.
Although the Company has developed contingency plans designed to mitigate the threat posed by hurricanes and other forms of inclement weather to its real estate portfolio (e.g., removing advertising faces at the onset of a storm, when possible, which better permits the structures to withstand high winds during the storm), these plans could fail and significant losses could result.
Although the Company has fortified many of its advertising structures and developed contingency plans designed to mitigate the threat posed by hurricanes and other forms of inclement weather to its real estate portfolio (e.g., removing advertising faces at the onset of a storm, when possible, which better permits the structures to withstand high winds during the storm), these plans could fail and significant losses could result.
These obstacles to our opportunistic acquisition strategy may have an adverse effect on our future financial results. The Company could suffer losses due to asset impairment charges for goodwill and other intangible assets. The Company tested goodwill for impairment on December 31, 2023. Based on the Company’s review at December 31, 2023, no impairment charge was required.
These obstacles to our opportunistic acquisition strategy may have an adverse effect on our future financial results. The Company could suffer losses due to asset impairment charges for goodwill and other intangible assets. The Company tested goodwill for impairment on December 31, 2024. Based on the Company’s review at December 31, 2024, no impairment charge was required.
At December 31, 2023, the terms of Lamar Media’s senior credit facility and of its Accounts Receivable Securitization Program also restrict the Company from exceeding a specified secured debt ratio. Lamar Media is also subject to certain other financial covenants relating to the incurrence of additional debt.
At December 31, 2024, the terms of Lamar Media’s senior credit facility and of its Accounts Receivable Securitization Program also restrict the Company from exceeding a specified secured debt ratio. Lamar Media is also subject to certain other financial covenants relating to the incurrence of additional debt.
The Company is controlled by significant stockholders who have the power to determine the outcome of all matters submitted to the stockholders for approval and whose interest in the Company may be different than yours. As of December 31, 2023, members of the Reilly family, including Kevin P.
The Company is controlled by significant stockholders who have the power to determine the outcome of all matters submitted to the stockholders for approval and whose interest in the Company may be different than yours. As of December 31, 2024, members of the Reilly family, including Kevin P.
The terms of Lamar Media’s senior credit facility and the indentures relating to Lamar Media’s outstanding notes restrict the ability of the Company and Lamar Media to, among other things: • incur or repay debt; • dispose of assets; • create liens; • make investments; • enter into affiliate transactions; and • pay dividends and make inter-company distributions.
The terms of Lamar Media’s senior credit facility and the indentures relating to Lamar Media’s outstanding notes restrict the ability of the Company and Lamar Media to, among other things: • incur or repay debt; • dispose of assets; • create liens; • make investments; • enter into affiliate transactions; and 15 Table of Contents • pay dividends and make inter-company distributions.
Lamar Advertising elected to qualify as a REIT for U.S. federal income tax purposes starting with its taxable year ended December 31, 2014 and for each subsequent taxable year thereafter. REIT qualification involves the application of highly 20 Table of Contents technical and complex provisions of the U.S.
Lamar Advertising elected to qualify as a REIT for U.S. federal income tax purposes starting with its taxable year ended December 31, 2014 and for each subsequent taxable year thereafter. REIT qualification involves the application of highly technical and complex provisions of the U.S.
Circumstances may arise in the future when the interests of limited partners in the Operating Partnership may conflict with the interests of our stockholders. Risks Related to Our Business The Company’s growth through acquisitions may be difficult, which could adversely affect our future financial performance.
Circumstances may arise in the future when the interests of limited partners in the Operating Partnership may conflict with the interests of our stockholders. 16 Table of Contents Risks Related to Our Business The Company’s growth through acquisitions may be difficult, which could adversely affect our future financial performance.
In the event of a security breach, we could suffer significant legal and financial exposure in connection with remediation efforts, investigations and legal proceedings, which could lead to the need for additional resources in our security and system protection measures.
In the event of a security breach, we could suffer significant legal and financial exposure in connection 20 Table of Contents with remediation efforts, investigations and legal proceedings, which could lead to the need for additional resources in our security and system protection measures.
Depending on the contract, the logo provider may or may not be entitled to compensation for the structures at the end of the contract term. Of the Company’s 24 logo sign contracts in place at December 31, 2023, 4 are subject to renewal or expiration in 2024. The Company may be unable to renew its expiring contracts.
Depending on the contract, the logo provider may or may not be entitled to compensation for the structures at the end of the contract term. Of the Company’s 24 logo sign contracts in place at December 31, 2024, four are subject to renewal or expiration in 2025. The Company may be unable to renew its expiring contracts.
Thus, compliance with these tests will require Lamar Advertising and its subsidiaries to refrain from certain activities and may hinder their ability to make certain attractive investments, including investments in the businesses to be conducted by TRSs, and to that extent limit their 22 Table of Contents opportunities.
Thus, compliance with these tests will require Lamar Advertising and its subsidiaries to refrain from certain activities and may hinder their ability to make certain attractive investments, including investments in the businesses to be conducted by TRSs, and to that extent limit their opportunities.
The Reilly family may have interests that are different than yours in making these decisions. 16 Table of Contents Our UPREIT structure may result in potential conflicts of interest.
The Reilly family may have interests that are different than yours in making these decisions. Our UPREIT structure may result in potential conflicts of interest.
In addition, if we are unable to successfully integrate any completed acquisitions, our financial performance would also be adversely affected. The Company has historically grown through acquisitions. During the year ended December 31, 2023, we completed acquisitions for a total cash purchase price of approximately $139.0 million.
In addition, if we are unable to successfully integrate any completed acquisitions, our financial performance would also be adversely affected. The Company has historically grown through acquisitions. During the year ended December 31, 2024, we completed acquisitions for a total cash purchase price of approximately $45.4 million.
Although this deduction 21 Table of Contents reduces the effective tax rate applicable to certain dividends paid by REITs, such tax rate may still be higher than the tax rate applicable to regular corporate qualified dividends.
Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs, such tax rate may still be higher than the tax rate applicable to regular corporate qualified dividends.
At December 31, 2023, Lamar Advertising Company’s wholly owned subsidiary, Lamar Media, had approximately $3.34 billion of total debt outstanding, net of deferred financing costs, consisting of approximately $1.01 billion in bank debt outstanding under Lamar Media’s senior credit facility, $2.08 billion in various series of senior notes, $249.6 million under the Accounts Receivable Securitization Program and $1.6 million in other seller notes.
At December 31, 2024, Lamar Advertising Company’s wholly owned subsidiary, Lamar Media, had approximately $3.21 billion of total debt outstanding, net of deferred financing costs, consisting of approximately $877.9 million in bank debt outstanding under Lamar Media’s senior credit facility, $2.08 billion in various series of senior notes, $249.4 million under the Accounts Receivable Securitization Program and $1.2 million in other seller notes.
Additionally, the occurrence of any of the following external events could further depress the Company’s revenues: • a widespread reallocation of advertising expenditures to other available media by significant renters of the Company’s displays; and • a decline in the amount spent on advertising, in general, or outdoor advertising in particular as a result of macroeconomic factors.
Additionally, the occurrence of any of the following external events could further depress the Company’s revenues: • a widespread reallocation of advertising expenditures to other available media by significant renters of the Company’s displays; and • a decline in the amount spent on advertising, in general, or outdoor advertising in particular as a result of macroeconomic factors, which may occur during a recession or in periods of economic uncertainty.
The Company may have available net operating loss (“NOL”) carry forwards that could reduce or substantially eliminate its REIT taxable income, and thus it may not be required to distribute material amounts of cash to qualify for taxation as a REIT. The Company expects that it may utilize available NOL carry forwards to reduce its REIT taxable income.
A REIT generally is required to distribute at least 90% of its REIT taxable income to its stockholders. The Company may have available net operating loss (“NOL”) carry forwards that could reduce or substantially eliminate its REIT taxable income, and thus it may not be required to distribute material amounts of cash to qualify for taxation as a REIT.
If, in any taxable year, Lamar Advertising fails to qualify for taxation as a REIT, and is not entitled to relief under the Code: • it will not be allowed a deduction for distributions to its stockholders in computing its taxable income; • it and its corporate subsidiaries, including Lamar Media, will be subject to applicable federal and state income tax, including any applicable state-level alternative minimum tax, on its taxable income at regular corporate rates; and • it would be disqualified from REIT tax treatment for the four taxable years following the year during which it was so disqualified.
If, in any taxable year, Lamar Advertising fails to qualify for taxation as a REIT, and is not entitled to relief under the Code: • it will not be allowed a deduction for distributions to its stockholders in computing its taxable income; • it and its corporate subsidiaries, including Lamar Media, will be subject to applicable federal and state income tax, including any applicable state-level alternative minimum tax, on its taxable income at regular corporate rates; • it and its REIT subsidiaries would be subject to a 15% corporate minimum tax under the Organization for Economic Co-Operation and Development (OECD) Global Anti-Base Erosion Rules (referred to as Pillar Two rules); and • it would be disqualified from REIT tax treatment for the four taxable years following the year during which it was so disqualified.
The Company’s substantial debt and its use of cash flow from operations to make principal and interest payments on its debt may, among other things: • make it more difficult for the Company to comply with the financial covenants in its senior credit facility and in its Accounts Receivable Securitization Program, which could result in a default and an acceleration of all amounts outstanding under the facility or under the Accounts Receivable Securitization Program; • limit the cash flow available to fund the Company’s working capital, capital expenditures, acquisitions or other general corporate requirements; • limit the Company’s ability to obtain additional financing to fund future dividend distributions, working capital, capital expenditures or other general corporate requirements; • place the Company at a competitive disadvantage relative to those of its competitors that have less debt; • force the Company to seek and obtain alternate or additional sources of funding, which may be unavailable, or may be on less favorable terms, or may require the Company to obtain the consent of lenders under its senior credit facility or the holders of its other debt; • limit the Company’s flexibility in planning for, or reacting to, changes in its business and industry; and • increase the Company’s vulnerability to general adverse economic and industry conditions.
Despite the level of debt presently outstanding, the terms of the indentures governing Lamar Media’s notes and the terms of the senior credit facility and Accounts Receivable Securitization Program allow Lamar Media to incur substantially more debt, including approximately $457.2 million available for borrowing under the revolving credit facility as of December 31, 2024. 14 Table of Contents The Company’s substantial debt and its use of cash flow from operations to make principal and interest payments on its debt may, among other things: • make it more difficult for the Company to comply with the financial covenants in its senior credit facility and in its Accounts Receivable Securitization Program, which could result in a default and an acceleration of all amounts outstanding under the facility or under the Accounts Receivable Securitization Program; • limit the cash flow available to fund the Company’s working capital, capital expenditures, acquisitions or other general corporate requirements; • limit the Company’s ability to obtain additional financing to fund future dividend distributions, working capital, capital expenditures or other general corporate requirements; • place the Company at a competitive disadvantage relative to those of its competitors that have less debt; • force the Company to seek and obtain alternate or additional sources of funding, which may be unavailable, or may be on less favorable terms, or may require the Company to obtain the consent of lenders under its senior credit facility or the holders of its other debt; • limit the Company’s flexibility in planning for, or reacting to, changes in its business and industry; and • increase the Company’s vulnerability to general adverse economic and industry conditions.
This would require us to test the reporting units for impairment of goodwill. If this presumption cannot be overcome a reporting unit could be impaired under ASC 350 “Goodwill and Other Intangible Assets” and a non-cash charge would be required.
This would require us to test the reporting units for impairment of goodwill. If this presumption cannot be overcome a reporting unit could be impaired under ASC 350 “Goodwill and Other Intangible Assets” and a non-cash charge would be required. Any such charge could have a material adverse effect on the Company’s net earnings.
In such event, Lamar Advertising would cease to qualify as a REIT. In addition, the imposition of a corporate tax on the Operating Partnership would reduce the amount of distributions the Operating Partnership could make to Lamar Advertising and, in turn, reduce the amount of cash available to Lamar Advertising to pay dividends to our shareholders.
In addition, the imposition of a corporate tax on the Operating Partnership would reduce the amount of distributions the Operating Partnership 23 Table of Contents could make to Lamar Advertising and, in turn, reduce the amount of cash available to Lamar Advertising to pay dividends to our shareholders.
In bidding for these contracts, the Company competes against other national logo sign providers as well as numerous smaller local logo sign providers. As a logo sign provider, the Company incurs significant start-up costs upon being awarded a new contract. These contracts generally have a term of five to ten years, with additional renewal periods.
As a logo sign provider, the Company incurs significant start-up costs upon being awarded a new contract. These contracts generally have a term of five to ten years, with additional renewal periods.
This potential inability to obtain a control premium could reduce the price of Lamar Advertising common stock. Risks Related to Our Industry The Company’s revenues are sensitive to the state of the economy and the financial markets generally and other external events beyond the Company’s control. The Company rents advertising space on outdoor structures to generate revenues.
Risks Related to Our Industry The Company’s revenues are sensitive to the state of the economy and the financial markets generally and other external events beyond the Company’s control. The Company rents advertising space on outdoor structures to generate revenues.
In addition, the Company could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT.
In addition, the Company could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT. 21 Table of Contents In order to maintain its qualification as a REIT, the Company holds certain of its non-qualifying REIT assets and receives certain non-qualifying items of income through one or more TRSs.
If these limits do not jeopardize Lamar Advertising’s qualification for taxation as a REIT but do nevertheless prevent it from distributing 100% of its REIT taxable income, it will be subject to U.S. federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts.
If these limits do not jeopardize Lamar Advertising’s qualification for taxation as a REIT but do nevertheless prevent it from distributing 100% of its REIT taxable income, it will be subject to U.S. federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts. 22 Table of Contents Lamar Advertising and its subsidiaries may be required to borrow funds, sell assets, or raise equity to satisfy its REIT distribution requirements or maintain the asset tests.
The HBA requires states, through the adoption of individual Federal/State Agreements, to “effectively control” outdoor advertising along these roads, and mandates a state compliance program and state standards regarding size, spacing and lighting.
Federal law, principally the Highway Beautification Act of 1965, or the HBA, regulates outdoor advertising on Federal — Aid Primary, Interstate and National Highway Systems roads. The HBA requires states, through the adoption of individual Federal/State Agreements, to “effectively control” outdoor advertising along these roads, and mandates a state compliance program and state standards regarding size, spacing and lighting.
Additional changes to the tax laws, regulations and administrative and judicial interpretations, which may have retroactive application, could adversely affect Lamar Advertising and its subsidiaries. The Company cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws, regulations and administrative and judicial interpretations applicable to Lamar Advertising may be changed.
The Company cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws, regulations and administrative and judicial interpretations 24 Table of Contents applicable to Lamar Advertising may be changed.
The Company also competes against an increasing variety of out-of-home advertising media, such as advertising displays in shopping centers, malls, airports, stadiums, movie theaters and supermarkets, and on taxis, trains and buses. To a lesser extent, the Company also faces competition from other forms of media, including radio, newspapers, direct mail advertising, telephone directories and the Internet.
The Company also competes against an increasing variety of out-of-home advertising media, such as advertising displays in shopping centers, malls, airports, stadiums, movie theaters and supermarkets, and on taxis, trains and buses.
In addition, Section 203 of the Delaware General Corporation Law generally limits the Company’s ability to engage in any business combination with certain persons who own 15% or more of its outstanding voting stock or any of its associates or affiliates who at any time in the past three years have owned 15% or more of its outstanding voting stock. 18 Table of Contents These provisions may have the effect of entrenching the Company’s management team and may deprive the Company’s stockholders of the opportunity to sell their shares to potential acquirers at a premium over prevailing prices.
In addition, Section 203 of the Delaware General Corporation Law generally limits the Company’s ability to engage in any business combination with certain persons who own 15% or more of its outstanding voting stock or any of its associates or affiliates who at any time in the past three years have owned 15% or more of its outstanding voting stock.
The Company may also lose the bidding on new contracts. If the Company’s contingency plans relating to hurricanes and other natural disasters fail, the resulting losses could hurt the Company’s business. The Company has determined that it is uneconomical to insure against losses resulting from hurricanes and other natural disasters for its outdoor or logo structure assets.
The Company has determined that it is uneconomical to insure against losses resulting from hurricanes and other natural disasters for its outdoor or logo structure assets.
Under the power of eminent domain, state or municipal governments have laid claim to property and forced the removal of billboards.
Using federal funding for transportation enhancement programs, state governments have purchased and removed billboards for beautification, and may do so again in the future. Under the power of eminent domain, state or municipal governments have laid claim to property and forced the removal of billboards.
In addition, the Company may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm’s-length basis. Any of these taxes would decrease the Company’s earnings and its cash available for distributions to stockholders.
Furthermore, the Company’s assets and operations outside the United States are subject to foreign taxes in the jurisdictions in which those assets and operations are located. In addition, the Company may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm’s-length basis.
Regulations generally restrict the size, spacing, lighting and other aspects of advertising structures and pose a significant barrier to entry and expansion in many markets. Federal law, principally the Highway Beautification Act of 1965, or the HBA, regulates outdoor advertising on Federal — Aid Primary, Interstate and National Highway Systems roads.
Outdoor advertising is subject to governmental regulation at the federal, state and local levels. Regulations generally restrict the size, spacing, lighting and other aspects of advertising structures and pose a significant barrier to entry and expansion in many markets.
The Company may be unable to compete successfully along these dimensions in the future, and the competitive pressures that the Company faces could adversely affect its profitability or financial performance. Federal, state and local regulation impact the Company’s operations, financial condition and financial results. Outdoor advertising is subject to governmental regulation at the federal, state and local levels.
The Company may be unable to compete successfully along these dimensions in the future, and the competitive pressures that the Company faces could adversely affect its profitability or financial performance. Additional content-based restrictions on the categories of customers that can advertise on our outdoor advertising structures may be implemented by governmental authorities.
The Tax Cuts and Jobs Act, the CARES Act and the Inflation Reduction Act, as well as any future tax legislation, may impact the Company’s business and security holders. On December 22, 2017, H.R. 1, informally titled the Tax Cuts and Jobs Act (the “TCJA”) was signed into law.
The Tax Cuts and Jobs Act, the CARES Act and the Inflation Reduction Act, OECD Global Anti-Base Erosion Rules, as well as any future tax legislation, may impact the Company’s business and security holders.
Those TRS assets and operations will continue to be subject, as applicable, to U.S. federal and state corporate income taxes. Furthermore, the Company’s assets and operations outside the United States are subject to foreign taxes in the jurisdictions in which those assets and operations are located.
These non-qualifying REIT assets consist principally of the Company’s advertising services business and its transit advertising business. Those TRS assets and operations will continue to be subject, as applicable, to U.S. federal and state corporate income taxes.
We contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our outdoor advertising business. 19 Table of Contents Using federal funding for transportation enhancement programs, state governments have purchased and removed billboards for beautification, and may do so again in the future.
Municipal and county governments generally also have sign controls as part of their zoning laws and building codes. We contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our outdoor advertising business.
To the extent that such natural disaster events become more frequent or destructive because of climate change, we may incur increased costs related to storm remediation and preparation. Our cash distributions are not guaranteed and may fluctuate. A REIT generally is required to distribute at least 90% of its REIT taxable income to its stockholders.
To the extent that such natural disaster events become more frequent or destructive because of climate change, we may incur increased costs related to storm remediation and preparation. The Company’s strategy involves continued investment in its digital platform, and we may fail to realize certain expected benefits of these investments and such investments may become more costly.
Any such charge could have a material adverse effect on the Company’s net earnings. 17 Table of Contents The Company’s logo sign contracts are subject to state award and renewal. In 2023, the Company generated approximately 4% of its revenues from state-awarded logo sign contracts.
The Company’s logo sign contracts are subject to state award and renewal. In 2024, the Company generated approximately 4% of its revenues from state-awarded logo sign contracts. In bidding for these contracts, the Company competes against other national logo sign providers as well as numerous smaller local logo sign providers.
Removed
Despite the level of debt presently outstanding, the terms of the indentures governing Lamar Media’s notes and the terms of the senior credit facility and Accounts Receivable Securitization Program allow Lamar Media to incur substantially more debt, including approximately $671.2 million available for borrowing under the revolving credit facility as of December 31, 2023.
Added
Restrictions in the Company’s and Lamar Media’s debt agreements reduce operating flexibility and contain covenants and restrictions that create the potential for defaults, which could adversely affect the Company’s business, financial condition and financial results.
Removed
The Company cannot guarantee that such additional funds or alternative financing will be available on favorable terms, if at all.
Added
The Company may also lose the bidding on new contracts. 17 Table of Contents The Company’s transit advertising contracts are subject to the Company’s ability to obtain and renew favorable contracts with municipalities and airport authorities.
Removed
Advertising spending is particularly sensitive to changes in economic conditions.
Added
In 2024, the Company generated approximately 8% of its revenues from transit advertisements, which requires the Company to obtain, support, and renew its transit contracts. Transit contracts are generally with the local municipalities and airport authorities and allow us the exclusive right to rent advertising space to customers in airports and on buses, benches or shelters.
Removed
Municipal and county governments generally also have sign controls as part of their zoning laws and building codes.
Added
We currently rent transit advertising displays in airport terminals and on bus shelters, benches and buses in over 80 transit markets. The terms of the contracts vary, but generally range between three to ten years, many with renewable options for contract extension.
Removed
In order to maintain its qualification as a REIT, the Company holds certain of its non-qualifying REIT assets and receives certain non-qualifying items of income through one or more TRSs. These non-qualifying REIT assets consist principally of the Company’s advertising services business and its transit advertising business.
Added
However, the Company may be unable to renew its expiring transit contracts or may lose the bidding on new contracts. If the Company’s contingency plans relating to hurricanes and other natural disasters fail, the resulting losses could hurt the Company’s business.
Removed
Lamar Advertising and its subsidiaries may be required to borrow funds, sell assets, or raise equity to satisfy its REIT distribution requirements or maintain the asset tests.
Added
The success of the Company’s strategy of investing in its digital platform, and the realization of the benefits thereof, depends upon our ability to demonstrate the increased value and capabilities of digital advertising displays.
Removed
The TCJA made major changes to the Code, including a number of provisions of the Code that affect the taxation of REITs and their stockholders.
Added
If we experience significant technological failures with respect to our digital displays or if our customers fail to realize the anticipated benefits of the digital platform, we may experience decreased demand for advertising on our digital billboards.
Removed
Among the changes made by the TCJA are permanently reducing the generally applicable corporate tax rate, generally reducing the tax rate applicable to individuals and other non-corporate taxpayers for tax years beginning after December 31, 2017 and before January 1, 2026, eliminating or modifying certain previously allowed deductions (including substantially limiting interest deductibility and, for individuals, the deduction for non-business state and local taxes).
Added
Additionally, we may experience increased costs related to our deployment of digital billboards, if the technological components used in our digital billboards increase in cost or if there are shortages of such components.
Removed
On March 27, 2020, legislation intended to support the economy during the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), was signed into law. The CARES Act made technical corrections, or temporary modifications, to certain of the provisions of the TCJA, including, without limitation, the provisions of the TCJA concerning NOLs and interest expense deductions.
Added
We may also face difficulties obtaining new permits for digital displays or we may be unable to renew permits for our existing digital displays due to a variety of factors, including due to potential new governmental regulations and restrictions on digital signs.
Removed
Certain CARES Act related interest expense deduction changes are discussed in the following subsection.
Added
Any of these factors may make it more difficult to realize the benefits of our investments in our digital platform, which may have a negative impact on our financial condition and results of operations. Our cash distributions are not guaranteed and may fluctuate.
Removed
With respect to NOLs, effective for taxable years beginning on or after January 1, 2018, the TCJA limited the deduction for NOL carryforwards to 80% of taxable income (before the deduction) and eliminated NOL carrybacks for individuals and non-REIT corporations (NOL carrybacks did not apply to REITs under prior law), but allows for indefinite NOL carryforwards.
Added
The Company expects that it may utilize available NOL carry forwards to reduce its REIT taxable income.
Removed
The CARES Act repealed such 80% limitation for carryforwards to taxable years beginning before January 1, 2021. The CARES Act also allows a five-year carryback for NOLs arising in 2018, 2019, or 2020.
Added
These provisions may have the effect of entrenching the Company’s management team and may deprive the Company’s stockholders of the opportunity to sell their shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a control premium could reduce the price of Lamar Advertising common stock.
Removed
The TCJA’s NOL limitations (even as modified by the CARES Act) may result in Lamar Advertising having to make additional distributions in order to comply with REIT distribution requirements or avoid taxes on retained income and gains. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”).
Added
Advertising spending is particularly sensitive to changes in economic conditions, and macroeconomic conditions such as rising interest rates and inflation may impact our industry more negatively than the economy as a whole.
Removed
The IRA includes numerous tax provisions that impact corporations, including the implementation of a 15% corporate alternative minimum tax based on “adjusted financial statement income” exceeding $1 billion, as well as a 1% excise tax on certain stock repurchases and economically similar transactions.
Added
The Company also faces competition from advertising in other forms of media including online (including display, search, and social media advertising); applications used in conjunction with wireless devices; broadcast, cable and streaming television; radio; direct mail marketing; and traditional print media.
Removed
However, REITs are excluded from the definition of an “applicable 23 Table of Contents corporation” and therefore are not subject to the corporate alternative minimum tax. Additionally, the 1% excise tax specifically does not apply to stock repurchases by REITs. Any taxable REIT subsidiaries of Lamar Advertising operate as standalone corporations and therefore could be adversely affected by the IRA.
Added
Federal, state or local authorities may seek to restrict or prohibit the use of outdoor advertising with respect to certain products and services.
Removed
Lamar Advertising will continue to analyze and monitor the application of the IRA to its business; however, the effect of these changes on the value of Lamar Advertising’s assets, shares of Lamar Advertising stock or market conditions, generally, is uncertain.
Added
For instance, the use of billboards to advertise certain types of tobacco products is effectively banned in our markets, and in certain cases, state and local governments also prohibit or restrict the use of outdoor advertising for other types of products or services.
Added
If additional content-based restrictions are implemented by governmental authorities, certain segments of our customers may not be able to utilize outdoor advertising in the future, which could have a negative impact on our business and results of operations. 19 Table of Contents Federal, state and local regulation impact the Company’s operations, financial condition and financial results.
Added
Any of these taxes would decrease the Company’s earnings and its cash available for distributions to stockholders.
Added
In such event, the character of our assets and items of gross income would change and would likely prevent us from satisfying the REIT asset and income tests. This, in turn, would likely prevent Lamar Advertising from qualifying as a REIT.
Added
In recent years, numerous legislative, judicial, and administrative changes have been made in the provisions of federal and state income tax laws applicable to investments similar to an investment in our notes.
Added
In particular, the comprehensive tax reform legislation enacted in December 2017 and commonly known as the Tax Cuts and Jobs Act (“TCJA”) made many significant changes to the U.S. federal income tax laws that have profoundly impacted the taxation of individuals and corporations (including both regular C corporations and corporations that have elected to be taxed as REITs).

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe “proactively” assess, identify, and manage risks from cybersecurity threats through various mechanisms, which from time to time may include internal audits, external audits, penetration tests, and engagement of third parties to conduct analyses of our information security program. 24 Table of Contents Through our centralized enterprise risk management function, we also maintain processes for overseeing and identifying risks associated with third party service providers with whom we do business, including risks related to cybersecurity.
Biggest changeWe “proactively” assess, identify, and manage risks from cybersecurity threats through various mechanisms, which from time to time may include internal audits, external audits, penetration tests, and engagement of third parties to conduct analyses of our information security program.
They hold degrees in industrial engineering and computer science and information systems and decision science, respectively. The team responsible with administering our cyber security program have a combined 35 years of experience in cybersecurity, information security & information technology risk management, governance, risk, and compliance.
They hold degrees in industrial engineering and computer science and information systems and decision science, respectively. The team responsible with administering our cyber security program has a combined 37 years of experience in cybersecurity, information security and information technology risk management, governance, risk, and compliance.
Added
Through our centralized enterprise risk management function, we also maintain processes for overseeing and identifying risks associated with third party service providers with whom we do business, including risks related to cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe own approximately 10,750 parcels of property beneath our outdoor advertising structures. As of December 31, 2023, we leased approximately 72,350 active outdoor sites, accounting for a total annual lease expense of approximately $335.4 million. This amount represented approximately 18% of billboard advertising net revenues for the year ended December 31, 2023.
Biggest changeWe own approximately 10,900 parcels of property beneath our outdoor advertising structures. As of December 31, 2024, we leased approximately 71,500 active outdoor sites, accounting for a total annual lease expense of approximately $334.5 million. This amount represented approximately 17% of billboard advertising net revenues for the year ended December 31, 2024.
ITEM 2. PROPERTIES Our management headquarters is located in Baton Rouge, Louisiana. We also own 128 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, the Company leases an additional 160 operating facilities at an aggregate lease expense for 2023 of approximately $10.1 million.
ITEM 2. PROPERTIES Our management headquarters is located in Baton Rouge, Louisiana. We also own 126 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, the Company leases an additional 162 operating facilities at an aggregate lease expense for 2024 of approximately $10.2 million.
An important part of our management activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions.
An important part of our management activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions. 25 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Company is not a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on the Company. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 25 Table of Contents PART II
Biggest changeThe Company is not a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on the Company. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 26 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities On March 16, 2020, the Company’s Board of Directors authorized the repurchase of up to $250.0 million of the Company’s Class A common stock. On February 23, 2023, the Company’s Board of Directors authorized the extension of the repurchase program through September 30, 2024.
Biggest changeIssuer Purchases of Equity Securities On March 16, 2020, the Company’s Board of Directors authorized the repurchase of up to $250.0 million of the Company’s Class A common stock. On September 24, 2024, the Company’s Board of Directors authorized the extension of the repurchase program through March 31, 2026.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Class A common stock has been publicly traded since August 2, 1996 and is currently listed on the NASDAQ Global Select Market under the symbol “LAMR.” As of December 31, 2023, the Class A common stock was held by 84 stockholders of record.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Class A common stock has been publicly traded since August 2, 1996 and is currently listed on the NASDAQ Global Select Market under the symbol “LAMR.” As of December 31, 2024, the Class A common stock was held by 81 stockholders of record.
There were no repurchases under the program as of December 31, 2023. The Company’s management may opt not to make any repurchases under the program, or may make aggregate purchases less than the total amount authorized. ITEM 6. [RESERVED]
There were no repurchases under the program as of December 31, 2024. The Company’s management may opt not to make any repurchases under the program, or may make aggregate purchases less than the total amount authorized. ITEM 6. [RESERVED] 27 Table of Contents

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 26 Lamar Advertising Company 26 Overview 27 Non-GAAP Financial Measures 27 Results of Operations: Years Ended December 31, 202 3 and 20 2 2 28 Liquidity and Capital Resources 31 Critical Accounting Estimates 38 Accounting Standards and Regulatory Update 39 Lamar Media 39 Results of Operations: Years Ended December 31, 2023 and 2022 39 ITEM 7A.
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 28 Lamar Advertising Company 28 Overview 28 Non-GAAP Financial Measures 29 Results of Operations: Years Ended December 31, 202 4 and 20 2 3 30 Liquidity and Capital Resources 33 Critical Accounting Estimates 39 Accounting Standards and Regulatory Update 40 Lamar Media 41 Results of Operations: Years Ended December 31, 202 4 and 20 23 41 ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk 43 ITEM 8. Financial Statements 44
Quantitative and Qualitative Disclosures About Market Risk 44 ITEM 8. Financial Statements 45

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

100 edited+24 added−13 removed71 unchanged
Biggest changeReconciliations: Because acquisitions occurring after December 31, 2021 have contributed to our net revenue results for the periods presented, we provide 2022 acquisition-adjusted net revenue, which adjusts our 2022 net revenue for the year ended December 31, 2022 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the year ended December 31, 2023. 29 Table of Contents Reconciliations of 2022 reported net revenue to 2022 acquisition-adjusted net revenue for the year ended December 31, 2022 as well as a comparison of 2022 acquisition-adjusted net revenue to 2023 reported net revenue for the year ended December 31, 2023, are provided below: Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue Year ended December 31, 2023 2022 (in thousands) Reported net revenue $ 2,110,987 $ 2,032,140 Acquisition net revenue — 35,428 Adjusted totals $ 2,110,987 $ 2,067,568 Key Performance Indicators Net Income/Adjusted EBITDA (in thousands) Year Ended December 31, Amount of Increase (Decrease) Percent Increase (Decrease) 2023 2022 Net income $ 496,836 $ 438,647 $ 58,189 13.3 % Income tax expense 9,782 17,452 (7,670) Loss on extinguishment of debt 115 — 115 Transaction expenses — 3,769 (3,769) Interest expense (income), net 172,397 126,217 46,180 Equity in earnings of investee (3,696) (4,315) 619 Gain on disposition of assets (5,474) (15,721) 10,247 Depreciation and amortization 293,423 349,449 (56,026) Capitalized contract fulfillment costs, net (308) (555) 247 Stock-based compensation expense 22,649 23,136 (487) Adjusted EBITDA $ 985,724 $ 938,079 $ 47,645 5.1 % Adjusted EBITDA for the year ended December 31, 2023 increased 5.1% to $985.7 million.
Biggest changeReconciliations of 2023 reported net revenue to 2023 acquisition-adjusted net revenue for the year ended December 31, 2023 as well as a comparison of 2023 acquisition-adjusted net revenue to 2024 reported net revenue for the year ended December 31, 2024, are provided below: Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue Year ended December 31, 2024 2023 (in thousands) Reported net revenue $ 2,207,103 $ 2,110,987 Acquisition net revenue — 6,986 Adjusted totals $ 2,207,103 $ 2,117,973 Key Performance Indicators Net Income/Adjusted EBITDA (in thousands) Year Ended December 31, Amount of Increase (Decrease) Percent Increase (Decrease) 2024 2023 Net income $ 362,939 $ 496,836 $ (133,897) (26.9) % Income tax expense 4,531 9,782 (5,251) Loss on extinguishment of debt 270 115 155 Interest expense, net 169,394 172,397 (3,003) Equity in earnings of investee (5,094) (3,696) (1,398) Gain on disposition of assets (6,057) (5,474) (583) Depreciation and amortization 462,967 293,423 169,544 Capitalized contract fulfillment costs, net (317) (308) (9) Stock-based compensation expense 44,525 22,649 21,876 Adjusted EBITDA $ 1,033,158 $ 985,724 $ 47,434 4.8 % Adjusted EBITDA for the year ended December 31, 2024 increased 4.8% to $1.03 billion.
Lamar Media is required to comply with certain covenants and restrictions under the senior credit facility.
Restrictions under Senior Credit Facility. Lamar Media is required to comply with certain covenants and restrictions under the senior credit facility.
Credit Facilities. On February 6, 2020, Lamar Media entered into a Fourth Amended and Restated Credit Agreement (the “Fourth Amended and Restated Credit Agreement”) with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto, under which the parties agreed to amend and restate Lamar Media’s existing senior credit facility.
On February 6, 2020, Lamar Media entered into a Fourth Amended and Restated Credit Agreement (the “Fourth Amended and Restated Credit Agreement”) with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto, under which the parties agreed to amend and restate Lamar Media’s existing senior credit facility.
Morgan Securities LLC, Wells Fargo Securities LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms.
Morgan Securities LLC, Wells Fargo Securities, LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms (the "2021 Sales Agreement".
The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will be declared based upon various factors, a number of which may be beyond the Company’s control, including financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in our existing and future debt instruments, the Company’s ability to 36 Table of Contents utilize net operating losses to offset, in whole or in part, the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its TRSs, the impact of general economic conditions on the Company's operations and other factors that the Board of Directors may deem relevant.
The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will be declared based upon various factors, a number of which may be beyond the Company’s control, including financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in our existing and future debt instruments, the Company’s ability to utilize net operating losses to offset, in whole or in part, the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its TRSs, the impact of general economic conditions on the Company's operations and other factors that the Board of Directors may deem relevant.
The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under the senior credit facility.
The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other 37 Table of Contents material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under the senior credit facility.
Reconciliations: Because acquisitions occurring after December 31, 2021 have contributed to our net revenue results for the periods presented, we provide 2022 acquisition-adjusted net revenue, which adjusts our 2022 net revenue for the year ended December 31, 2022 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the year ended December 31, 2023.
Reconciliations: Because acquisitions occurring after December 31, 2022 have contributed to our net revenue results for the periods presented, we provide 2023 acquisition-adjusted net revenue, which adjusts our 2023 net revenue for the year ended December 31, 2023 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the year ended December 31, 2024.
The Company intends to use the net proceeds, if any, from the sale of the Class A common stock pursuant to the 2021 Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital, capital expenditures, acquisition of outdoor advertising assets and businesses and other related investments.
The Company intends to use the net proceeds, if any, from the sale of the Class A common stock pursuant to the 2024 Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital, capital expenditures, acquisition of outdoor advertising assets and businesses and other related investments.
We expect to generate cash flows from operations during 2024 in excess of our cash needs for operations, capital expenditures and dividends, as described herein. Accounts Receivable Securitization Program. On June 24, 2022, Lamar Media and the Special Purpose Subsidiaries entered into the Sixth Amendment (the "Sixth Amendment") to the Accounts Receivable Securitization Program, as amended.
We expect to generate cash flows from operations during 2025 in excess of our cash needs for operations, capital expenditures and dividends, as described herein. Accounts Receivable Securitization Program. On June 24, 2022, Lamar Media and the Special Purpose Subsidiaries entered into the Sixth Amendment (the "Sixth Amendment") to the Accounts Receivable Securitization Program, as amended.
The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (the “senior credit facility”), consists of (i) a $750.0 million senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No. 4 below) (the “revolving credit facility”), (ii) a $600.0 million senior secured Term B loan facility (the “Term B loans”) which will mature on February 6, 2027, (iii) a $350.0 million senior secured Term A loan facility (the "Term A loans") which will mature on February 6, 2025, and (iv) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or increase its revolving credit facility subject to a pro forma secured debt ratio calculated as described under “Restrictions under Senior Credit Facility” of 4.50 to 1.00, as well as certain other conditions, including lender approval.
The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (the “senior credit facility”), consists of (i) a $750.0 million senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No. 4 below) (the “revolving credit facility”), (ii) a $600.0 million senior secured Term B loan facility (the “Term B loans”) which will mature on February 6, 2027, and (iii) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or increase its revolving credit facility subject to a pro forma secured debt ratio calculated as described under “Restrictions under Senior Credit Facility” of 4.50 to 1.00, as well as certain other conditions, including lender approval.
In addition to debt incurred under the provisions described in the preceding paragraph, the indentures relating to Lamar Media’s outstanding notes permit Lamar Media to incur indebtedness pursuant to the following baskets: • up to $2.0 billion of indebtedness under the senior credit facility; • indebtedness outstanding on the date of the indentures or debt incurred to refinance outstanding debt; • inter-company debt between Lamar Media and its restricted subsidiaries or between restricted subsidiaries; • certain purchase money indebtedness and capitalized lease obligations to acquire or lease property in the ordinary course of business that cannot exceed the greater of $50.0 million or 5% of Lamar Media’s net tangible assets; • additional debt not to exceed $75.0 million; and • up to $500.0 million of permitted securitization financings. 34 Table of Contents Restrictions under Senior Credit Facility.
In addition to debt incurred under the provisions described in the preceding paragraph, the indentures relating to Lamar Media’s outstanding notes permit Lamar Media to incur indebtedness pursuant to the following baskets: • up to $2.0 billion of indebtedness under the senior credit facility; • indebtedness outstanding on the date of the indentures or debt incurred to refinance outstanding debt; • inter-company debt between Lamar Media and its restricted subsidiaries or between restricted subsidiaries; • certain purchase money indebtedness and capitalized lease obligations to acquire or lease property in the ordinary course of business that cannot exceed the greater of $50.0 million or 5% of Lamar Media’s net tangible assets; • additional debt not to exceed $75.0 million; and • up to $500.0 million of permitted securitization financings.
Under the terms of the 2021 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $400.0 million through the Sales Agents as either agents or principals.
Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $400.0 million through the Sales Agents as either agents or principals.
The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the years ended December 31, 2023 and 2022. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes.
The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the years ended December 31, 2024 and 2023. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes.
(2) Interest rates on our variable rate instruments assume rates at the December 2023 levels. See Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" for further discussion on interest rate risk. Required Annual Distributions.
(2) Interest rates on our variable rate instruments assume rates at the December 2024 levels. See Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" for further discussion on interest rate risk. Required Annual Distributions.
Base Rate Term A loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50% (or the Adjusted Base Rate plus 0.25% at any time the total debt ratio is less than or equal to 3.25 to 1).
Base Rate Term A loans bore interest at a rate per annum equal to the Adjusted Base Rate plus 0.50% (or the Adjusted Base Rate plus 0.25% at any time the total debt ratio is less than or equal to 3.25 to 1).
Term SOFR Term A loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% (or the Adjusted Term SOFR Rate plus 1.25% at any time the Total Debt Ratio is less than or equal to 3.25 to 1).
Term SOFR Term A loans bore interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% (or the Adjusted Term SOFR Rate plus 1.25% at any time the Total Debt Ratio is less than or equal to 3.25 to 1).
The Amendment also amends the definition of "EBITDA" to replace the existing calculation with a net income-based calculation, which excludes the income of non-Subsidiary entities such as the Lamar Partnering Entities, except to the extent that income of such entities is received by Lamar Media in the form of dividends or distributions.
The Amendment also amends the definition of "EBITDA" to replace the existing calculation with a net income-based calculation, which excludes the 34 Table of Contents income of non-Subsidiary entities such as the Lamar Partnering Entities, except to the extent that income of such entities is received by Lamar Media in the form of dividends or distributions.
Amendment No. 3 replaced the London Interbank Offered Rates as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and 33 Table of Contents Restated Credit Agreement. All other material terms and conditions of the Fourth Amended and Restated Credit Agreement remain unchanged by Amendment No. 3.
Amendment No. 3 replaced the London Interbank Offered Rates as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement. All other material terms and conditions of the Fourth Amended and Restated Credit Agreement remain unchanged by Amendment No. 3.
Amendment No. 4 also establishes a $75.0 million swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $75.0 million.
Amendment No. 4 also establishes a $75.0 million swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $75.0 35 Table of Contents million.
The Company has no obligation to sell any of the Class A common stock under the 2021 Sales Agreement and may at any time suspend solicitations and offers under the 2021 Sales Agreement.
The Company has no obligation to sell any of the Class A common stock under the 2024 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement.
The Company has financed its historical acquisitions and intends to finance any future acquisition activity from available cash, borrowings under the senior credit facility or the issuance of debt or equity securities. See “Liquidity and Capital Resources- Sources of Cash, ” for more information.
The Company has financed its historical acquisitions and intends to finance any future acquisition activity from available cash, borrowings under the senior credit facility and the Accounts Receivable Securitization Program or the issuance of debt or equity securities. See “Liquidity and Capital Resources- Sources of Cash, ” for more information.
At December 31, 2023 we were, and currently, we are in compliance with all such tests under the senior credit facility.
At December 31, 2024 we were, and currently we are in compliance with all such tests under the senior credit facility.
In calculating the liability, the Company calculates the present value of the estimated cost to dismantle using an average cost to dismantle, adjusted for inflation and market risk. This calculation includes 100% of the Company’s billboard structures on leased land (which currently consist of approximately 72,350 structures).
In calculating the liability, the Company calculates the present value of the estimated cost to dismantle using an average cost to dismantle, adjusted for inflation and market risk. This calculation includes 100% of the Company’s billboard structures on leased land (which currently consist of approximately 71,500 structures).
When determining the fair value of intangible assets acquired, the Company must estimate the applicable discount rate and the timing and amount of future cash flows. 38 Table of Contents Lease Liabilities and Right of Use Assets.
When determining the fair value of intangible assets acquired, the Company must estimate the applicable discount rate and the timing and amount of future cash flows. Lease Liabilities and Right of Use Assets.
As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). On February 22, 2024, the Company’s Board of Directors approved a dividend of $1.30 per common share to be paid on March 28, 2024.
As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). On February 19, 2025, the Company’s Board of Directors approved a dividend of $1.55 per common share to be paid on March 28, 2025.
On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Codified as ASC 842),” which resulted in recording operating lease liabilities and right of use assets on our consolidated balance sheet. Our operating lease liabilities (including short-term liabilities) and right of use asset balances were $1.29 billion and $1.32 billion as of December 31, 2023, respectively.
On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Codified as ASC 842),” which resulted in recording operating lease liabilities and right of use assets on our consolidated balance sheet. Our operating lease liabilities (including short-term liabilities) and right of use asset balances were $1.33 billion and $1.36 billion as of December 31, 2024, respectively.
The increase in cash provided by operating activities for the year ended December 31, 2023 over the same period in 2022 relates to an increase in revenues, offset by an increase in operating expenses (excluding depreciation and amortization) and an increase in interest expense.
The increase in cash provided by operating activities for the year ended December 31, 2024 over the same period in 2023 relates to an increase in revenues, offset by an increase in operating expenses (excluding depreciation and amortization).
Existing and future accounts receivable relating to Lamar Media and its qualified REIT subsidiaries will be sold and/or contributed to the QRS SPV and existing and future accounts receivable relating to Lamar Media’s TRSs will be sold and/or contributed to the TRS SPV.
Existing and future accounts receivable relating to Lamar Media and its qualified REIT subsidiaries will be sold and/or contributed to the QRS SPV and existing and future accounts receivable relating to Lamar 33 Table of Contents Media’s TRSs will be sold and/or contributed to the TRS SPV.
ACCOUNTING STANDARDS AND REGULATORY UPDATE See Note 21, "New Accounting Pronouncements" to our consolidated financial statements included in Part II, Item 8 of this report for a discussion of our Accounting Standards and Regulatory Update. LAMAR MEDIA CORP.
ACCOUNTING STANDARDS AND REGULATORY UPDATE See Note 22, "New Accounting Pronouncements" to our consolidated financial statements included in Part II, Item 8 of this report for a discussion of our Accounting Standards and Regulatory Update. 40 Table of Contents LAMAR MEDIA CORP.
Net revenues for the year ended December 31, 2023, as compared to acquisition-adjusted net revenues for the comparable period in 2022, increased $43.4 million, or 2.1%.
Net revenues for the year ended December 31, 2024, as compared to acquisition-adjusted net revenues for the comparable period in 2023, increased $89.1 million, or 4.2%.
RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Income as a percentage of net revenues for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Net revenues 100.0 % 100.0 % Operating expenses: Direct advertising expenses 33.0 % 32.8 % General and administrative expenses 16.3 % 17.3 % Corporate expenses 5.0 % 5.0 % Depreciation and amortization 13.9 % 17.2 % Operating income 32.0 % 28.4 % Interest expense 8.3 % 6.3 % Income tax expense 0.5 % 0.9 % Net income 23.5 % 21.6 % 28 Table of Contents Year ended December 31, 2023 compared to Year ended December 31, 2022 Net revenues increased $78.8 million or 3.9% to $2.11 billion for the year ended December 31, 2023 from $2.03 billion for the same period in 2022.
RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Income as a percentage of net revenues for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Net revenues 100.0 % 100.0 % Operating expenses: Direct advertising expenses 33.0 % 33.0 % General and administrative expenses 16.4 % 16.3 % Corporate expenses 5.8 % 5.0 % Depreciation and amortization 21.0 % 13.9 % Operating income 24.1 % 32.0 % Interest expense 7.8 % 8.3 % Income tax expense 0.2 % 0.5 % Net income 16.5 % 23.6 % Year ended December 31, 2024 compared to Year ended December 31, 2023 Net revenues increased $96.1 million or 4.6% to $2.21 billion for the year ended December 31, 2024 from $2.11 billion for the same period in 2023.
The working capital deficit for the year ended December 31, 2023 is primarily related to the $249.6 million outstanding under the Accounts Receivable Securitization Program as well as $210.6 million in current operating lease liabilities which has a corresponding right of use asset recorded in long term assets.
The working capital deficit for the year ended December 31, 2024 is primarily related to the $249.4 million outstanding under the Accounts Receivable Securitization Program as well as $218.1 million in current operating lease liabilities which has a corresponding right of use asset recorded in long term assets.
We expect to have enough cash on hand and availability under our revolving credit facility to meet our operating needs for the next twelve months. 31 Table of Contents Cash Generated by Operations. For the years ended December 31, 2023 and 2022 our cash provided by operating activities was $783.6 million and $781.6 million, respectively.
We expect to have enough cash on hand and availability under our revolving credit facility to meet our operating needs for the next twelve months. Cash Generated by Operations. For the years ended December 31, 2024 and 2023 our cash provided by operating activities was $873.6 million and $783.6 million, respectively.
Uses of Cash Capital Expenditures. Capital expenditures, excluding acquisitions, were approximately $178.3 million for the year ended December 31, 2023. Our capital expenditures are categorized as growth or maintenance as described below. • Growth capital expenditures include discretionary capital expenditures incurred primarily for the expansion or development of new advertising markets and construction of new advertising sites.
Capital expenditures, excluding acquisitions, were approximately $125.3 million for the year ended December 31, 2024. Our capital expenditures are categorized as growth, maintenance, and other as described below. • Growth capital expenditures include discretionary capital expenditures incurred primarily for the expansion or development of new advertising markets and construction of new advertising sites.
The $9.8 million equates to an effective tax rate for the year ended December 31, 2023 of approximately 1.9%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.
The $4.5 million equates to an effective tax rate for the year ended December 31, 2024 of approximately 1.2%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.
The $9.8 million equates to an effective tax rate for the year ended December 31, 2023 of approximately 1.9%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.
The $4.5 million equates to an effective tax rate for the year ended December 31, 2024 of approximately 1.2%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.
As a result of the above factors, Lamar Media recognized net income for the year ended December 31, 2023 of $497.3 million, as compared to net income of $439.1 million for the same period in 2022.
As a result of the above factors, Lamar Media recognized net income for the year ended December 31, 2024 of $363.5 million, as compared to net income of $497.3 million for the same period in 2023.
As a result of the above factors, the Company recognized net income for the year ended December 31, 2023 of $496.8 million, as compared to net income of $438.6 million for the same period in 2022.
As a result of the above factors, the Company recognized net income for the year ended December 31, 2024 of $362.9 million, as compared to net income of $496.8 million for the same period in 2023.
FFO is defined as net income before (gain) loss from the sale or disposal of real estate assets and investments, net of tax, and real estate related depreciation and amortization and including adjustments to eliminate unconsolidated affiliates and non-controlling interest. 27 Table of Contents We define AFFO as FFO before (i) straight-line income and expense; (ii) capitalized contract fulfillment costs, net; (iii) stock-based compensation expense; (iv) non-cash portion of tax expense (benefit); (v) non-real estate related depreciation and amortization; (vi) amortization of deferred financing costs, (vii) loss on extinguishment of debt; (viii) transaction expenses; (ix) non-recurring infrequent or unusual losses (gains); (x) less maintenance capital expenditures; and (xi) an adjustment for unconsolidated affiliates and non-controlling interest.
We define AFFO as FFO before (i) straight-line income and expense; (ii) capitalized contract fulfillment costs, net; (iii) stock-based compensation expense; (iv) non-cash portion of tax expense (benefit); (v) non-real estate related depreciation and amortization; (vi) amortization of deferred financing costs; (vii) loss on extinguishment of debt; (viii) transaction expenses; (ix) non-recurring infrequent or unusual losses (gains); (x) less maintenance capital expenditures; and (xi) an adjustment for unconsolidated affiliates and non-controlling interest.
During the year ended December 31, 2023, the Company completed multiple acquisitions for a total cash purchase price of approximately $139.0 million. See “ Uses of Cash-Acquisitions ,” for more information.
During the year ended December 31, 2024, the Company completed multiple acquisitions for a total cash purchase price of approximately $45.4 million. See “ Uses of Cash-Acquisitions ,” for more information.
For the year ended December 31, 2023, the Company recognized a gain on disposition of assets of $5.5 million as compared to a gain on disposition of assets of $15.7 million for the same period in 2022.
For the year ended December 31, 2024, the Company recognized a gain on disposition of assets of $6.1 million as compared to a gain on disposition of assets of $5.5 million for the same period in 2023.
Proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on our Accounts Receivable Securitization Program.
Proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on our Accounts Receivable Securitization Program. The Term A loans were subsequently repaid in full on July 31, 2024.
The Term A loans will mature on February 6, 2025 and bear interest based on Term SOFR ("Term SOFR Term A loans") or the Adjusted Base Rate ("Base Rate Term A loans"), at Lamar Media's option.
The Term A loans were set to mature on February 6, 2025 and bore interest based on Term SOFR ("Term SOFR Term A loans") or the Adjusted Base Rate ("Base Rate Term A loans"), at Lamar Media's option.
The Company’s cash flows used in financing activities were $481.6 million for the year ended December 31, 2023 as compared to $209.3 million in 2022.
The Company’s cash flows used in financing activities were $703.4 million for the year ended December 31, 2024 as compared to $481.6 million in 2023.
We believe that the following significant accounting policies and assumptions may involve a higher degree of judgment and complexity than others. Asset Retirement Obligations. The Company had an asset retirement obligation of $398.0 million as of December 31, 2023.
We believe that the following significant accounting policies and assumptions may involve a higher degree of judgment and complexity than others. 39 Table of Contents Asset Retirement Obligations. The Company had an asset retirement obligation of $614.7 million as of December 31, 2024.
See “ Reconciliations ” below. Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $27.2 million, or 2.4% to $1.15 billion for the year ended December 31, 2023 from $1.12 billion in the same period in 2022.
See “ Reconciliations ” below. Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $70.5 million, or 6.1% to $1.22 billion for the year ended December 31, 2024 from $1.15 billion in the same period in 2023.
Net revenues for the year ended December 31, 2023, as compared to acquisition-adjusted net revenues for the comparable period in 2022, increased $43.4 million, or 2.1%. This increase was attributable to an increase of $28.4 million in billboard net revenues, an increase of $12.8 million in transit net revenues and an increase of $2.2 million in logo net revenues.
Net revenues for the year ended December 31, 2024, as compared to acquisition-adjusted net revenues for the comparable period in 2023, increased $89.1 million, or 4.2%. This increase was attributable to an increase of $71.2 million in billboard net revenues, an increase of $16.2 million in transit net revenues and an increase of $1.7 million in logo net revenues.
As of December 31, 2023, there was $250.0 million of outstanding aggregate borrowings under the Accounts Receivable Securitization Program at a borrowing rate of approximately 6.4%. Lamar Media had no additional availability under the Accounts Receivable Securitization Program as of December 31, 2023. The Accounts Receivable Securitization Program will mature on July 21, 2025. “At-the-Market” Offering Program.
As of December 31, 2024, there was $250.0 million of outstanding aggregate borrowings under the Accounts Receivable Securitization Program at a borrowing rate of approximately 5.4%. Lamar Media had no additional availability under the Accounts Receivable Securitization Program as of December 31, 2024. “At-the-Market” Offering Program.
As of December 31, 2023 we had $715.8 million of total liquidity, which is comprised of $44.6 million in cash and cash equivalents and $671.2 million of availability under the revolving portion of the senior credit facility. We expect our total liquidity to be adequate for the Company to meet its operational requirements for the next twelve months.
As of December 31, 2024 we had $506.7 million of total liquidity, which is comprised of $49.5 million in cash and cash equivalents and $457.2 million of availability under the revolving portion of the senior credit facility. We expect our total liquidity to be adequate for the Company to meet its operational requirements for the next twelve months.
If during any period for which EBITDA is being determined, Lamar Media has consummated any acquisition or disposition, EBITDA will be determined on a pro forma basis as if such acquisition or disposition had been made or consummated on the first day of such period. 35 Table of Contents Under the senior credit facility, "net income" means for any period, the consolidated net income (or loss) of Lamar Advertising, Lamar Media, and its restricted subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that the following is excluded from net income: (a) the income (or deficit) of any person accrued prior to the date it becomes a restricted subsidiary or is merged into or consolidated with Lamar Advertising, Lamar Media or any of its restricted subsidiaries, and (b) the income (or deficit) of any person (other than any of our restricted subsidiaries) in which Lamar Advertising, Lamar Media or any of its subsidiaries has an ownership interest, except to the extent that any such income is received by Lamar Advertising, Lamar Media or any of its restricted subsidiaries in the form of dividends or similar distributions.
Under the senior credit facility, "net income" means for any period, the consolidated net income (or loss) of Lamar Advertising, Lamar Media, and its restricted subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that the following is excluded from net income: (a) the income (or deficit) of any person accrued prior to the date it becomes a restricted subsidiary or is merged into or consolidated with Lamar Advertising, Lamar Media or any of its restricted subsidiaries, and (b) the income (or deficit) of any person (other than any of our restricted subsidiaries) in which Lamar Advertising, Lamar Media or any of its subsidiaries has an ownership interest, except to the extent that any such income is received by Lamar Advertising, Lamar Media or any of its restricted subsidiaries in the form of dividends or similar distributions.
Depreciation and amortization expense decreased $56.0 million to $293.4 million for the year ended December 31, 2023 as compared to $349.4 million for the same period in 2022. The decrease is primarily due to the revision in the cost estimate included in the calculation of asset retirement obligations during 2022.
Depreciation and amortization expense increased $169.5 million to $463.0 million for the year ended December 31, 2024 as compared to $293.4 million for the same period in 2023. The increase is primarily due to the revision in the cost estimate included in the calculation of asset retirement obligations during 2024.
Restrictions under Debt Securities. As of December 31, 2023, Lamar Media has outstanding all of the 3 3/4% Senior Notes, the 4% Senior Notes, the 4 7/8% Senior Notes and the 3 5/8% Senior Notes.
As of December 31, 2024, Lamar Media has outstanding all of the 3 3/4% Senior Notes, the 4% Senior Notes, the 4 7/8% Senior Notes and the 3 5/8% Senior Notes.
Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $27.2 million, or 2.4% to $1.15 billion for the year ended December 31, 2023 from $1.12 billion in the same period in 2022.
Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $70.5 million, or 6.1% to $1.22 billion for the year ended December 31, 2024 from $1.15 billion in the same period in 2023.
Lamar Media must maintain a secured debt ratio, defined as total consolidated secured debt of Lamar Advertising, Lamar Media and its restricted subsidiaries (including capital lease obligations), minus the lesser of (x) $150.0 million and (y) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries (as defined above under “ Sources of Cash- Accounts Receivable Securitization Program )) to EBITDA, as defined below, for the period of four consecutive fiscal quarters then ended, of less than or equal to 4.5 to 1.0.
Lamar Media must maintain a secured debt ratio, defined as total consolidated secured debt of Lamar Advertising, Lamar Media and its restricted subsidiaries (including capital lease obligations), minus the lesser of (x) $150.0 million and (y) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries (as defined above under “ Sources of Cash- Accounts Receivable Securitization Program )) to EBITDA, as defined below, for the period of four consecutive fiscal quarters then ended, of less than or equal to 4.5 to 1.0. 36 Table of Contents Lamar Media is restricted from incurring additional indebtedness subject to exceptions, one of which is that it may incur additional indebtedness not exceeding the greater of $250.0 million or 6% of its total assets.
As of December 31, 2023 and 2022, the Company had a working capital deficit of $340.7 million and $361.5 million, respectively.
As of December 31, 2024 and 2023, the Company had a working capital deficit of $353.2 million and $340.7 million, respectively.
During the year ended December 31, 2022, the Company declared and paid distributions of $508.2 million, or $5.00 per share of common stock. On February 22, 2024, the Company’s Board of Directors approved a dividend of $1.30 per common share to be paid on March 28, 2024.
During the year ended December 31, 2023, the Company declared and paid distributions of $510.3 million, or $5.00 per share of common stock. On February 19, 2025, the Company’s Board of Directors approved a dividend of $1.55 per common share to be paid on March 28, 2025.
AFFO for the year ended December 31, 2023 increased 1.7% to $762.3 million as compared to $749.7 million for the same period in 2022.
AFFO for the year ended December 31, 2024 increased 7.4% to $819.0 million as compared to $762.3 million for the same period in 2023.
The following table summarizes our future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as of December 31, 2023 (in millions): 2024 Thereafter Debt maturities (1) $ 250.0 $ 3,091.1 Interest obligations on long-term debt (2) 169.8 498.8 Contractual obligations, including operating and financing leases 313.1 1,698.2 Total payments due $ 732.9 $ 5,288.1 (1) Debt maturities assume there is no refinancing prior to the existing maturity date.
The following table summarizes our future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as of December 31, 2024 (in millions): 2025 Thereafter Debt maturities (1) $ 249.8 $ 2,961.1 Interest obligations on long-term debt (2) 149.4 456.9 Contractual obligations, including operating and financing leases 309.2 1,733.0 Total payments due $ 708.4 $ 5,151.0 (1) Debt maturities assume there is no refinancing prior to the existing maturity date.
AFFO for the year ended December 31, 2023 increased 1.7% to $762.8 million as compared to $750.2 million for the same period in 2022.
AFFO for the year ended December 31, 2024 increased 7.4% to $819.6 million as compared to $762.8 million for the same period in 2023.
Our measurement of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue to net income, the most directly comparable GAAP measure, have been included herein.
Our measurement of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue may not, however, be fully comparable to similarly titled measures used by other companies.
The increase in AFFO was primarily attributable to the increase in our gross margin (net revenue 41 Table of Contents less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) and a decrease in current tax expense of $6.8 million, partially offset by an increase in interest expense of $47.0 million and an increase in total general and administrative and corporate expenses (excluding the effect of stock-based compensation expense and transaction expenses). 42 Table of Contents
The increase in AFFO was primarily attributable to the increase in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net), partially offset by an increase in total general and administrative and corporate expenses (excluding the effect of non-cash compensation expense). 43 Table of Contents
RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Income as a percentage of net revenues for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Net revenues 100.0 % 100.0 % Operating expenses: Direct advertising expenses 33.0 % 32.8 % General and administrative expenses 16.3 % 17.3 % Corporate expenses 5.0 % 5.0 % Depreciation and amortization 13.9 % 17.2 % Operating income 32.0 % 28.5 % Interest expense 8.3 % 6.3 % Income tax expense 0.5 % 0.9 % Net income 23.6 % 21.6 % Year ended December 31, 2023 compared to Year ended December 31, 2022 Net revenues increased $78.8 million or 3.9% to $2.11 billion for the year ended December 31, 2023 from $2.03 billion for the same period in 2022.
Reconciliations of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue to net income, the most directly comparable GAAP measure, have been included herein. 29 Table of Contents RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Income as a percentage of net revenues for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Net revenues 100.0 % 100.0 % Operating expenses: Direct advertising expenses 33.0 % 33.0 % General and administrative expenses 16.4 % 16.3 % Corporate expenses 5.9 % 5.0 % Depreciation and amortization 21.0 % 13.9 % Operating income 24.1 % 32.0 % Interest expense 7.8 % 8.3 % Income tax expense 0.2 % 0.5 % Net income 16.4 % 23.5 % Year ended December 31, 2024 compared to Year ended December 31, 2023 Net revenues increased $96.1 million or 4.6% to $2.21 billion for the year ended December 31, 2024 from $2.11 billion for the same period in 2023.
This increase was attributable to an increase in billboard net revenues of $63.8 million, an increase in transit net revenues of $12.8 million and an increase in logo net revenues of $2.2 million over the prior year.
This increase was attributable to an increase in billboard net revenues of $78.4 million, an increase in transit net revenues of $16.1 million and an increase in logo net revenues of $1.7 million over the prior year.
This increase was attributable to an increase in billboard net revenues of $63.8 million, an increase in transit net revenues of $12.8 million and an increase in logo net revenues of $2.2 million over the prior year.
This increase was attributable to an increase in billboard net revenues of $78.4 million, an increase in transit net revenues of $16.1 million and an increase in logo net revenues of $1.7 million over the prior year.
Subject to the approval of the Company’s Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2024 will be $5.20 per common share, including the dividend payable on March 28, 2024.
Subject to the approval of the Company’s Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2025 will be at least $6.20 per common share (excluding any distributions related to the sale of Vistar Media, Inc.), including the dividend payable on March 28, 2025.
On March 16, 2020, the Company’s Board of Directors authorized the repurchase of up to $250.0 million of the Company's Class A common stock. Additionally, the Board of Directors has authorized Lamar Media to repurchase up to $250.0 million in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under the senior credit facility.
Additionally, the Board of Directors has authorized Lamar Media to repurchase up to $250.0 million in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under the senior credit facility. On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026.
The $43.4 million increase in net revenues is due to a $28.4 million increase in billboard net revenues, a $12.8 million increase in transit net revenues and an increase of $2.2 million in logo net revenues. See “Reconciliations” below.
The $89.1 million increase in net revenues is due to a $71.2 million increase in billboard net revenues, a $16.2 million increase in transit net revenues and an increase of $1.7 million in logo net revenues. See “Reconciliations” below.
Additionally, the Sixth Amendment provides for the replacement of LIBOR-based interest rate mechanics with Term Secured Overnight Financing Rate ("Term SOFR") based interest rate mechanics for the Accounts Receivable Securitization Program. Borrowing capacity under the Accounts Receivable Securitization Program is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the Accounts Receivable Securitization Program.
Additionally, the Sixth Amendment provides for the replacement of LIBOR-based interest rate mechanics with Term Secured Overnight Financing Rate ("Term SOFR") based interest rate mechanics for the Accounts Receivable Securitization Program.
OVERVIEW The Company’s net revenues are derived primarily from the rental of advertising space on outdoor advertising displays owned and operated by the Company.
OVERVIEW The Company’s net revenues are derived primarily from the rental of advertising space on outdoor advertising displays owned and operated by the Company. We manage our business through three operating segments – billboard, logo and transit advertising.
Lamar Media recorded income tax expense of $9.8 million for the year ended December 31, 2023 as compared to income tax expense of $17.5 million for the same period in 2022. The $17.5 million tax expense for the year ended December 31, 2022 includes an expense of $15.2 million for the reduction of Puerto Rico deferred tax assets.
Lamar Media recorded income tax expense of $4.5 million for the year ended December 31, 2024 as compared to income tax expense of $9.8 million for the same period in 2023.
LAMAR ADVERTISING COMPANY The following is a discussion of the consolidated financial condition and results of operations of the Company for the years ended December 31, 2023 and 2022.
LAMAR ADVERTISING COMPANY The following is a discussion of the consolidated financial condition and results of operations of the Company for the years ended December 31, 2024 and 2023. This discussion should be read in conjunction with the consolidated financial statements of the Company and the related notes.
This discussion should be read in conjunction with the consolidated financial statements of the Company and the related notes. 26 Table of Contents Discussion of our results of operations for the years ended December 31, 2022 and 2021 can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.
Discussion of our results of operations for the years ended December 31, 2023 and 2022 can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
Certain subsidiaries of Lamar Media are the principal borrowers under the Accounts Receivable Securitization Program. Any cash requirements of the Company, therefore, must be funded by distributions from Lamar Media. Sources of Cash Total Liquidity.
The Company’s wholly owned subsidiary, Lamar Media Corp., is the principal borrower under the senior credit facility and maintains all corporate operating cash balances. Certain subsidiaries of Lamar Media are the principal borrowers under the Accounts Receivable Securitization Program. Any cash requirements of the Company, therefore, must be funded by distributions from Lamar Media. Sources of Cash Total Liquidity.
The Company did not issue any shares under this program from its inception through December 31, 2023. Shelf Registration Statement .
The Company did not issue any shares under this program during the twelve months ended December 31, 2024. The Company did not issue any shares under the 2021 Sales Agreement from inception through expiration. Shelf Registration Statement .
We anticipate our 2024 total capital expenditures will be approximately $125 million. Acquisitions. During the year ended December 31, 2023, the Company completed 36 acquisitions for a total cash purchase price of approximately $139.0 million.
Other non-recurring capital expenditures were $9.8 million for the year ended December 31, 2024. • We anticipate our 2025 total capital expenditures will be approximately $195 million. Acquisitions. During the year ended December 31, 2024, the Company completed 24 acquisitions for a total cash purchase price of approximately $45.4 million.
Lamar Media had approximately $671.2 million of unused capacity under the revolving credit facility. Factors Affecting Sources of Liquidity Internally Generated Funds. The key factors affecting internally generated cash flow are general economic conditions, specific economic conditions in the markets where the Company conducts its business and overall spending on advertising by advertisers.
The key factors affecting internally generated cash flow are general economic conditions, specific economic conditions in the markets where the Company conducts its business and overall spending on advertising by advertisers.
Growth capital expenditures also include certain technology-related investments necessary to support and scale for future customer demand of our outdoor advertising services, and other capital projects. • Maintenance capital expenditures include capital expenditures not otherwise categorized as growth capital expenditures, including costs incurred to enhance existing advertising sites, general asset improvements, and ordinary corporate capital expenditures.
Growth capital expenditures also include certain technology-related investments necessary to support and scale for future customer demand of our outdoor advertising services, and other capital projects.
On June 21, 2021, the Company filed a new automatically effective shelf registration statement (No. 333-257243) that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its 32 Table of Contents Class A common stock. During the year ended December 31, 2023, the Company did not issue any shares under the shelf registration statement.
On June 21, 2021, the Company filed an automatically effective shelf registration statement that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its Class A common stock. The shelf registration statement expired on June 21, 2024.
The gain on disposition of assets for the year ended December 31, 2023 primarily resulted from transactions related to the sale of billboard locations and displays.
The gain on disposition of assets for the year ended December 31, 2024 primarily resulted from transactions related to the sale of billboard locations and displays. Due to the above factors, operating income decreased $143.4 million to $532.0 million for the year ended December 31, 2024 compared to $675.4 million for the same period in 2023.
On June 21, 2021, the Company entered into an equity distribution agreement (the "2021 Sales Agreement"), with J.P.
On July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering agreement, (the "2024 Sales Agreement"), with J.P.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAssuming that the weighted average interest rate was 200 basis points higher (that is 8.4% rather than 6.4%), then the Company’s 2023 interest expense would have increased by approximately $25.2 million for the year ended December 31, 2023.
Biggest changeAssuming that the weighted average interest rate was 200 basis points higher (that is 8.5% rather than 6.5%), then the Company’s 2024 interest expense would have increased by approximately $23.8 million for the year ended December 31, 2024.
The information below summarizes the Company’s interest rate risk associated with its principal variable rate debt instruments outstanding at December 31, 2023, and should be read in conjunction with Note 9 of the Notes to the Company’s Consolidated Financial Statements. Lamar Media Corp. has variable rate debt outstanding under the senior credit facility and its Accounts Receivable Securitization Program.
The information below summarizes the Company’s interest rate risk associated with its principal variable rate debt instruments outstanding at December 31, 2024, and should be read in conjunction with Note 9 of the Notes to the Company’s Consolidated Financial Statements. Lamar Media Corp. has variable rate debt outstanding under the senior credit facility and its Accounts Receivable Securitization Program.
In the event of an increase in interest rates, the Company may take further actions to mitigate its exposure. The Company cannot guarantee, however, that the actions that it may take to mitigate this risk will be feasible or that, if these actions are taken, that they will be effective. 43 Table of Contents
In the event of an increase in interest rates, the Company may take further actions to mitigate its exposure. The Company cannot guarantee, however, that the actions that it may take to mitigate this risk will be feasible or that, if these actions are taken, that they will be effective. 44 Table of Contents
At December 31, 2023 there was approximately $1.27 billion of indebtedness outstanding under the senior credit facility and Accounts Receivable Securitization Program, or approximately 37.7% of the Company’s outstanding long-term debt (including current maturities) on that date, bearing interest at variable rates.
At December 31, 2024 there was approximately $1.13 billion of indebtedness outstanding under the senior credit facility and Accounts Receivable Securitization Program, or approximately 35.0% of the Company’s outstanding long-term debt (including current maturities) on that date, bearing interest at variable rates.
The aggregate interest expense for 2023 with respect to borrowings under the senior credit facility and the Accounts Receivable Securitization Program was $82.4 million, and the weighted average interest rate applicable to these borrowings during 2023 was 6.4%.
The aggregate interest expense for 2024 with respect to borrowings under the senior credit facility and the Accounts Receivable Securitization Program was $79.7 million, and the weighted average interest rate applicable to these borrowings during 2024 was 6.5%.

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