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, 2017 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated (unaudited) ASSETS Total current assets $ 15,951 $ 330,608 $ 38,279 $ — $ 384,838 Net property, plant and equipment — 1,153,544 22,979 — 1,176,523 Intangibles and goodwill, net — 2,301,224 30,459 — 2,331,683 Other assets 3,498,990 10,982 248 (3,473,591 ) 36,629 Total assets $ 3,514,941 $ 3,796,358 $ 91,965 $ (3,473,591 ) $ 3,929,673 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt $ 17,471 $ — $ — $ — $ 17,471 Other current liabilities 39,397 176,043 24,023 — 239,463 Total current liabilities 56,868 176,043 24,023 — 256,934 Long-term debt 2,374,383 — — — 2,374,383 Other noncurrent liabilities 25,354 214,042 57,874 (57,250 ) 240,020 Total liabilities 2,456,605 390,085 81,897 (57,250 ) 2,871,337 Stockholders’ equity 1,058,336 3,406,273 10,068 (3,416,341 ) 1,058,336 Total liabilities and stockholders’ equity $ 3,514,941 $ 3,796,358 $ 91,965 $ (3,473,591 ) $ 3,929,673 LAMAR MEDIA CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except for Share Data) Condensed Consolidating Balance Sheet as of December 31, 2016 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated ASSETS Total current assets $ 13,886 $ 268,091 $ 31,776 $ — $ 313,753 Net property, plant and equipment — 1,161,205 21,510 — 1,182,715 Intangibles and goodwill, net — 2,321,160 31,732 — 2,352,892 Other assets 3,453,161 10,379 116 (3,430,536 ) 33,120 Total assets $ 3,467,047 $ 3,760,835 $ 85,134 $ (3,430,536 ) $ 3,882,480 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt $ 33,916 $ — $ — $ — $ 33,916 Other current liabilities 38,904 180,107 21,135 — 240,146 Total current liabilities 72,820 180,107 21,135 — 274,062 Long-term debt 2,315,267 — — — 2,315,267 Other noncurrent liabilities 22,574 213,916 53,609 (53,334 ) 236,765 Total liabilities 2,410,661 394,023 74,744 (53,334 ) 2,826,094 Stockholders’ equity 1,056,386 3,366,812 10,390 (3,377,202 ) 1,056,386 Total liabilities and stockholders’ equity $ 3,467,047 $ 3,760,835 $ 85,134 $ (3,430,536 ) $ 3,882,480 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) loss 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 Three Months Ended June 30, 2016 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 374,629 $ 13,883 $ (984 ) $ 387,528 Operating expenses Direct advertising expenses (1) — 125,417 7,950 (642 ) 132,725 General and administrative expenses (1) — 63,683 2,774 — 66,457 Corporate expenses (1) — 19,536 422 — 19,958 Depreciation and amortization — 49,978 1,955 — 51,933 (Gain) loss on disposition of assets — (705 ) — — (705 ) — 257,909 13,101 (642 ) 270,368 Operating income (loss) — 116,720 782 (342 ) 117,160 Equity in (earnings) loss of subsidiaries (113,354 ) — — 113,354 — Interest expense (income), net 31,300 (3 ) 341 (342 ) 31,296 Other expenses 56 — — — 56 Income (loss) before income tax expense 81,998 116,723 441 (113,354 ) 85,808 Income tax expense (2) — 3,308 502 — 3,810 Net income (loss) $ 81,998 $ 113,415 $ (61 ) $ (113,354 ) $ 81,998 Statement of Comprehensive Income Net income (loss) $ 81,998 $ 113,415 $ (61 ) $ (113,354 ) $ 81,998 Total other comprehensive income, net of tax — — 11 — 11 Total comprehensive income (loss) $ 81,998 $ 113,415 $ (50 ) $ (113,354 ) $ 82,009 (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) loss 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 Statements of Income and Comprehensive Income for the Six Months Ended June 30, 2016 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 702,207 $ 25,718 $ (1,864 ) $ 726,061 Operating expenses Direct advertising expenses (1) — 247,306 15,346 (1,202 ) 261,450 General and administrative expenses (1) — 127,682 5,565 — 133,247 Corporate expenses (1) — 35,184 707 — 35,891 Depreciation and amortization — 99,667 3,755 — 103,422 (Gain) loss on disposition of assets — (12,265 ) 233 — (12,032 ) — 497,574 25,606 (1,202 ) 521,978 Operating income (loss) — 204,633 112 (662 ) 204,083 Equity in (earnings) loss of subsidiaries (197,964 ) — — 197,964 — Interest expense (income), net 61,361 (4 ) 668 (662 ) 61,363 Other expenses 3,198 — — — 3,198 Income (loss) before income tax expense 133,405 204,637 (556 ) (197,964 ) 139,522 Income tax expense (2) — 5,234 883 — 6,117 Net income (loss) $ 133,405 $ 199,403 $ (1,439 ) $ (197,964 ) $ 133,405 Statement of Comprehensive Income Net income (loss) $ 133,405 $ 199,403 $ (1,439 ) $ (197,964 ) $ 133,405 Total other comprehensive income, net of tax — — 1,479 — 1,479 Total comprehensive income (loss) $ 133,405 $ 199,403 $ 40 $ (197,964 ) $ 134,884 (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, 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 450,000 — — 450,000 Payment on senior credit facility (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 provided by (used in) 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 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, 2016 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated (unaudited) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 140,590 $ 239,840 $ 3,976 $ (194,681 ) $ 189,725 Cash flows from investing activities: Acquisitions — (506,147 ) — — (506,147 ) Capital expenditures — (50,034 ) (1,479 ) — (51,513 ) Proceeds from disposition of assets and investments — 6,734 — — 6,734 Investment in subsidiaries (506,147 ) — — 506,147 — (Increase) decrease in intercompany notes receivable 486 — — (486 ) — Decrease in notes receivable 13 — — — 13 Net cash (used in) provided by investing activities (505,648 ) (549,447 ) (1,479 ) 505,661 (550,913 ) Cash flows from financing activities: Proceeds received from revolving credit facility 347,000 — — — 347,000 Payment on revolving credit facility (233,000 ) — — — (233,000 ) Principal payments on long-term debt (9,385 ) — — — (9,385 ) Proceeds received from senior credit facility 300,000 — — — 300,000 Debt issuance costs (9,140 ) — — — (9,140 ) Proceeds received from note offering 400,000 — — — 400,000 Payment on senior credit facility (300,000 ) — — — (300,000 ) Intercompany loan proceeds — — (486 ) 486 — Distributions to non-controlling interest — — (210 ) — (210 ) Dividends (to) from parent (151,850 ) (190,672 ) — 190,672 (151,850 ) Contributions from (to) parent 36,000 502,138 — (502,138 ) 36,000 Net cash provided by (used in) financing activities 379,625 311,466 (696 ) (310,980 ) 379,415 Effect of exchange rate changes in cash and cash equivalents — — 1,183 — 1,183 Net increase in cash and cash equivalents 14,567 1,859 2,984 — 19,410 Cash and cash equivalents at beginning of period 4,955 454 16,418 — 21,827 Cash and cash equivalents at end of period $ 19,522 $ 2,313 $ 19,402 $ — $ 41,237 |