Summarized Financial Information of Subsidiaries | 2. Summarized Financial Information of Subsidiaries Separate condensed consolidating financial information for Lamar Media, subsidiary guarantors and non-guarantor subsidiaries are presented below. Lamar Media and its subsidiary guarantors have fully and unconditionally guaranteed Lamar Media’s obligations with respect to its publicly issued notes. All guarantees are joint and several. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information. The following condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes. The condensed consolidating financial information is provided as an alternative to providing separate financial statements for guarantor subsidiaries. Separate financial statements of Lamar Media’s subsidiary guarantors are not included because the guarantees are full and unconditional and the subsidiary guarantors are 100% owned and jointly and severally liable for Lamar Media’s outstanding publicly issued notes. The accounts for all companies reflected herein are presented using the equity method of accounting for investments in subsidiaries. LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except for Share Data) Condensed Consolidating Balance Sheet as of June 30, 2018 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated (unaudited) ASSETS Total current assets $ 10,192 $ 350,468 $ 20,529 $ — $ 381,189 Net property, plant and equipment — 1,186,992 5,626 — 1,192,618 Intangibles and goodwill, net — 2,460,549 20,109 — 2,480,658 Other assets 3,671,283 11,515 9,497 (3,643,447 ) 48,848 Total assets $ 3,681,475 $ 4,009,524 $ 55,761 $ (3,643,447 ) $ 4,103,313 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt $ 23,911 $ 34 $ — $ — $ 23,945 Other current liabilities 27,638 181,783 20,285 — 229,706 Total current liabilities 51,549 181,817 20,285 — 253,651 Long-term debt 2,540,870 85 — — 2,540,955 Other noncurrent liabilities 27,809 218,035 33,912 (32,296 ) 247,460 Total liabilities 2,620,228 399,937 54,197 (32,296 ) 3,042,066 Stockholders’ equity 1,061,247 3,609,587 1,564 (3,611,151 ) 1,061,247 Total liabilities and stockholders’ equity $ 3,681,475 $ 4,009,524 $ 55,761 $ (3,643,447 ) $ 4,103,313 LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except for Share Data) Condensed Consolidating Balance Sheet as of December 31, 2017 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated ASSETS Total current assets $ 87,167 $ 293,536 $ 39,316 $ — $ 420,019 Net property, plant and equipment — 1,193,705 20,433 — 1,214,138 Intangibles and goodwill, net — 2,495,370 30,812 — 2,526,182 Other assets 3,707,352 10,571 7 (3,680,327 ) 37,603 Total assets $ 3,794,519 $ 3,993,182 $ 90,568 $ (3,680,327 ) $ 4,197,942 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Current maturities of long-term debt $ 17,664 $ — $ — $ — $ 17,664 Other current liabilities 120,500 164,393 19,429 — 304,322 Total current liabilities 138,164 164,393 19,429 — 321,986 Long-term debt 2,539,026 — — — 2,539,026 Other noncurrent liabilities 26,231 218,900 61,587 (60,886 ) 245,832 Total liabilities 2,703,421 383,293 81,016 (60,886 ) 3,106,844 Stockholders’ equity 1,091,098 3,609,889 9,552 (3,619,441 ) 1,091,098 Total liabilities and stockholders’ equity $ 3,794,519 $ 3,993,182 $ 90,568 $ (3,680,327 ) $ 4,197,942 LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except for Share Data) Condensed Consolidating Statements of Income and Comprehensive Income for the Three Months Ended June 30, 2018 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 406,521 $ 14,119 $ (840 ) $ 419,800 Operating expenses Direct advertising expenses (1) — 134,716 6,770 (702 ) 140,784 General and administrative expenses (1) — 67,915 1,771 — 69,686 Corporate expenses (1) — 19,611 447 — 20,058 Depreciation and amortization — 54,231 1,091 — 55,322 Gain on disposition of assets — (862 ) (981 ) — (1,843 ) — 275,611 9,098 (702 ) 284,007 Operating income (loss) — 130,910 5,021 (138 ) 135,793 Equity in (earnings) loss of subsidiaries (132,412 ) — — 132,412 — Interest expense (income), net 31,892 (8 ) 14 (138 ) 31,760 Other expenses — — — — — Income (loss) before income tax expense 100,520 130,918 5,007 (132,412 ) 104,033 Income tax expense (2) — 2,829 684 — 3,513 Net income (loss) $ 100,520 $ 128,089 $ 4,323 $ (132,412 ) $ 100,520 Statement of Comprehensive Income Net income (loss) $ 100,520 $ 128,089 $ 4,323 $ (132,412 ) $ 100,520 Total other comprehensive loss, net of tax — — (277 ) — (277 ) Total comprehensive income (loss) $ 100,520 $ 128,089 $ 4,046 $ (132,412 ) $ 100,243 (1) Caption is exclusive of depreciation and amortization. (2) The income tax expense reflected in each column does not include any tax effect of the equity in earnings from subsidiaries. LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except for Share Data) Condensed Consolidating Statements of Income and Comprehensive Income for the Three Months Ended June 30, 2017 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 384,685 $ 13,414 $ (1,021 ) $ 397,078 Operating expenses Direct advertising expenses (1) — 128,038 7,635 (598 ) 135,075 General and administrative expenses (1) — 63,500 2,421 — 65,921 Corporate expenses (1) — 16,358 287 — 16,645 Depreciation and amortization — 49,634 2,148 — 51,782 Gain on disposition of assets — (603 ) (4 ) — (607 ) — 256,927 12,487 (598 ) 268,816 Operating income (loss) — 127,758 927 (423 ) 128,262 Equity in (earnings) loss of subsidiaries (124,527 ) — — 124,527 — Interest expense (income), net 31,977 — 425 (423 ) 31,979 Other expenses 71 — — — 71 Income (loss) before income tax expense 92,479 127,758 502 (124,527 ) 96,212 Income tax expense (2) — 3,146 587 — 3,733 Net income (loss) $ 92,479 $ 124,612 $ (85 ) $ (124,527 ) $ 92,479 Statement of Comprehensive Income Net income (loss) $ 92,479 $ 124,612 $ (85 ) $ (124,527 ) $ 92,479 Total other comprehensive income, net of tax — — 745 — 745 Total comprehensive income (loss) $ 92,479 $ 124,612 $ 660 $ (124,527 ) $ 93,224 (1) Caption is exclusive of depreciation and amortization. (2) The income tax expense reflected in each column does not include any tax effect of the equity in earnings from subsidiaries. LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except for Share Data) Condensed Consolidating Statements of Income and Comprehensive Income for the Six Months Ended June 30, 2018 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 756,383 $ 26,221 $ (1,778 ) $ 780,826 Operating expenses Direct advertising expenses (1) — 265,840 14,520 (1,283 ) 279,077 General and administrative expenses (1) — 135,476 4,418 — 139,894 Corporate expenses (1) — 40,216 840 — 41,056 Depreciation and amortization — 108,580 3,582 — 112,162 (Gain) loss on disposition of assets — (827 ) 7,685 — 6,858 — 549,285 31,045 (1,283 ) 579,047 Operating income (loss) — 207,098 (4,824 ) (495 ) 201,779 Equity in (earnings) loss of subsidiaries (196,577 ) — — 196,577 — Interest expense (income), net 65,470 (10 ) 350 (495 ) 65,315 Other expenses 15,429 — — — 15,429 Income (loss) before income tax expense 115,678 207,108 (5,174 ) (196,577 ) 121,035 Income tax expense (2) — 3,541 1,816 — 5,357 Net income (loss) $ 115,678 $ 203,567 $ (6,990 ) $ (196,577 ) $ 115,678 Statement of Comprehensive Income Net income (loss) $ 115,678 $ 203,567 $ (6,990 ) $ (196,577 ) $ 115,678 Total other comprehensive loss, net of tax — — (820 ) — (820 ) Total comprehensive income (loss) $ 115,678 $ 203,567 $ (7,810 ) $ (196,577 ) $ 114,858 (1) Caption is exclusive of depreciation and amortization. (2) The income tax expense reflected in each column does not include any tax effect of the equity in earnings from subsidiaries. LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except for Share Data) Condensed Consolidating Statements of Income and Comprehensive Income for the Six Months Ended June 30, 2017 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 720,488 $ 24,888 $ (1,936 ) $ 743,440 Operating expenses Direct advertising expenses (1) — 253,142 14,922 (1,145 ) 266,919 General and administrative expenses (1) — 133,512 4,440 — 137,952 Corporate expenses (1) — 32,615 557 — 33,172 Depreciation and amortization — 98,882 4,325 — 103,207 Gain on disposition of assets — (1,640 ) (3 ) — (1,643 ) — 516,511 24,241 (1,145 ) 539,607 Operating income (loss) — 203,977 647 (791 ) 203,833 Equity in (earnings) loss of subsidiaries (197,901 ) — — 197,901 — Interest expense (income), net 63,458 (3 ) 794 (791 ) 63,458 Other expenses 71 — — — 71 Income (loss) before income tax expense 134,372 203,980 (147 ) (197,901 ) 140,304 Income tax expense (2) — 4,869 1,063 — 5,932 Net income (loss) $ 134,372 $ 199,111 $ (1,210 ) $ (197,901 ) $ 134,372 Statement of Comprehensive Income Net income (loss) $ 134,372 $ 199,111 $ (1,210 ) $ (197,901 ) $ 134,372 Total other comprehensive income, net of tax — — 888 — 888 Total comprehensive income (loss) $ 134,372 $ 199,111 $ (322 ) $ (197,901 ) $ 135,260 (1) Caption is exclusive of depreciation and amortization. (2) The income tax expense reflected in each column does not include any tax effect of the equity in earnings from subsidiaries. LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except for Share Data) Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2018 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated (unaudited) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 146,324 $ 268,161 $ 7,790 $ (220,034 ) $ 202,241 Cash flows from investing activities: Acquisitions — (16,165 ) — — (16,165 ) Capital expenditures — (48,506 ) (3,967 ) — (52,473 ) Proceeds from disposition of assets and investments — — 3,407 — 3,407 Proceeds received from insurance claims — — 3,804 — 3,804 Investment in subsidiaries (16,165 ) — — 16,165 — Decrease (increase) in intercompany notes receivable 28,618 — — (28,618 ) — Decrease in notes receivable 5 — — — 5 Net cash provided by (used in) investing activities 12,458 (64,671 ) 3,244 (12,453 ) (61,422 ) Cash flows from financing activities: Proceeds received from revolving credit facility 190,000 — — — 190,000 Payment on revolving credit facility (270,000 ) — — — (270,000 ) Principal payments on long-term debt (12,897 ) (14 ) — — (12,911 ) Proceeds received from senior credit facility term loan 599,250 — — — 599,250 Redemption of senior subordinated notes (509,790 ) — — — (509,790 ) Debt issuance costs (6,349 ) — — — (6,349 ) Intercompany loan proceeds — — (28,618 ) 28,618 — Distributions to non-controlling interest — — (241 ) — (241 ) Dividends (to) from parent (264,970 ) (220,034 ) — 220,034 (264,970 ) Contributions from (to) parent 38,992 16,165 — (16,165 ) 38,992 Net cash (used in) provided by financing activities (235,764 ) (203,883 ) (28,859 ) 232,487 (236,019 ) Effect of exchange rate changes in cash and cash equivalents — — (683 ) — (683 ) Net decrease in cash and cash equivalents (76,982 ) (393 ) (18,508 ) — (95,883 ) Cash and cash equivalents at beginning of period 86,546 1,625 26,800 — 114,971 Cash and cash equivalents at end of period $ 9,564 $ 1,232 $ 8,292 $ — $ 19,088 LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except for Share Data) Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2017 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated (unaudited) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 127,087 $ 230,322 $ 3,902 $ (187,751 ) $ 173,560 Cash flows from investing activities: Acquisitions — (28,101 ) — — (28,101 ) Capital expenditures — (43,858 ) (3,978 ) — (47,836 ) Proceeds from disposition of assets and investments — 2,566 — — 2,566 Investment in subsidiaries (28,101 ) — — 28,101 — (Increase) decrease in intercompany notes receivable (3,594 ) — — 3,594 — Decrease in notes receivable 11 — — — 11 Net cash (used in) provided by investing activities (31,684 ) (69,393 ) (3,978 ) 31,695 (73,360 ) Cash flows from financing activities: Proceeds received from revolving credit facility 182,000 — — — 182,000 Payment on revolving credit facility (334,000 ) — — — (334,000 ) Principal payments on long-term debt (5,625 ) — — — (5,625 ) Proceeds received from senior credit facility term loan 450,000 — — — 450,000 Payment on senior credit facility term loan (247,500 ) — — — (247,500 ) Debt issuance costs (4,899 ) — — — (4,899 ) Intercompany loan proceeds — — 3,594 (3,594 ) — Distributions to non-controlling interest — — (310 ) — (310 ) Dividends (to) from parent (171,517 ) (187,751 ) — 187,751 (171,517 ) Contributions from (to) parent 38,207 28,101 — (28,101 ) 38,207 Net cash (used in) provided by financing activities (93,334 ) (159,650 ) 3,284 156,056 (93,644 ) Effect of exchange rate changes in cash and cash equivalents — — 798 — 798 Net increase in cash and cash equivalents 2,069 1,279 4,006 — 7,354 Cash and cash equivalents at beginning of period 12,762 1,201 21,067 — 35,030 Cash and cash equivalents at end of period $ 14,831 $ 2,480 $ 25,073 $ — $ 42,384 |