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, 2019 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated (unaudited) ASSETS Total current assets $ 9,094 $ 49,217 $ 243,348 $ — $ 301,659 Net property, plant and equipment — 1,309,748 6,510 — 1,316,258 Operating lease right of use assets — 1,259,256 31,707 — 1,290,963 Intangibles and goodwill, net — 2,806,868 18,775 — 2,825,643 Other assets 4,144,125 236,530 184,456 (4,517,223 ) 47,888 Total assets $ 4,153,219 $ 5,661,619 $ 484,796 $ (4,517,223 ) $ 5,782,411 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt $ 34,662 $ 34 $ 175,000 $ — $ 209,696 Other current liabilities 23,375 339,244 26,613 — 389,232 Total current liabilities 58,037 339,278 201,613 — 598,928 Long-term debt 2,762,755 51 — — 2,762,806 Other noncurrent liabilities 204,339 1,238,805 274,735 (425,290 ) 1,292,589 Total liabilities 3,025,131 1,578,134 476,348 (425,290 ) 4,654,323 Stockholders’ equity 1,128,088 4,083,485 8,448 (4,091,933 ) 1,128,088 Total liabilities and stockholders’ equity $ 4,153,219 $ 5,661,619 $ 484,796 $ (4,517,223 ) $ 5,782,411 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, 2018 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated ASSETS Total current assets $ 4,653 $ 121,549 $ 236,967 $ — $ 363,169 Net property, plant and equipment — 1,289,348 5,700 — 1,295,048 Intangibles and goodwill, net — 2,804,915 19,304 — 2,824,219 Other assets 4,056,288 230,504 184,247 (4,425,589 ) 45,450 Total assets $ 4,060,941 $ 4,446,316 $ 446,218 $ (4,425,589 ) $ 4,527,886 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Current maturities of long-term debt $ 29,086 $ 34 $ 175,000 $ — $ 204,120 Other current liabilities 27,067 204,103 14,578 — 245,748 Total current liabilities 56,153 204,137 189,578 — 449,868 Long-term debt 2,684,500 68 — — 2,684,568 Other noncurrent liabilities 200,092 246,312 251,835 (424,985 ) 273,254 Total liabilities 2,940,745 450,517 441,413 (424,985 ) 3,407,690 Stockholders’ equity 1,120,196 3,995,799 4,805 (4,000,604 ) 1,120,196 Total liabilities and stockholders’ equity $ 4,060,941 $ 4,446,316 $ 446,218 $ (4,425,589 ) $ 4,527,886 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, 2019 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 437,074 $ 12,498 $ (830 ) $ 448,742 Operating expenses Direct advertising expenses (1) — 140,108 7,112 (830 ) 146,390 General and administrative expenses (1) — 76,475 1,941 — 78,416 Corporate expenses (1) — 18,274 311 — 18,585 Depreciation and amortization — 61,031 662 — 61,693 (Gain) loss on disposition of assets — (550 ) 13 — (537 ) — 295,338 10,039 (830 ) 304,547 Operating income — 141,736 2,459 — 144,195 Equity in (earnings) loss of subsidiaries (155,336 ) — — 155,336 — Interest expense (income), net 36,851 (82 ) 1,321 — 38,090 Income (loss) before income tax expense 118,485 141,818 1,138 (155,336 ) 106,105 Income tax (benefit) expense (2) — (13,231 ) 851 — (12,380 ) Net income (loss) $ 118,485 $ 155,049 $ 287 $ (155,336 ) $ 118,485 Statement of Comprehensive Income Net income (loss) $ 118,485 $ 155,049 $ 287 $ (155,336 ) $ 118,485 Total other comprehensive income, net of tax — — 287 — 287 Total comprehensive income (loss) $ 118,485 $ 155,049 $ 574 $ (155,336 ) $ 118,772 (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, 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 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 Six Months Ended June 30, 2019 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 811,655 $ 23,024 $ (1,480 ) $ 833,199 Operating expenses Direct advertising expenses (1) — 274,858 13,482 (1,480 ) 286,860 General and administrative expenses (1) — 154,132 3,577 — 157,709 Corporate expenses (1) — 34,897 608 — 35,505 Depreciation and amortization — 121,864 1,335 — 123,199 Gain on disposition of assets — (1,010 ) (4,151 ) — (5,161 ) — 584,741 14,851 (1,480 ) 598,112 Operating income — 226,914 8,173 — 235,087 Equity in (earnings) loss of subsidiaries (242,710 ) — — 242,710 — Interest expense (income), net 72,863 (87 ) 2,756 — 75,532 Income (loss) before income tax expense 169,847 227,001 5,417 (242,710 ) 159,555 Income tax (benefit) expense (2) — (12,612 ) 2,320 — (10,292 ) Net income (loss) $ 169,847 $ 239,613 $ 3,097 $ (242,710 ) $ 169,847 Statement of Comprehensive Income Net income (loss) $ 169,847 $ 239,613 $ 3,097 $ (242,710 ) $ 169,847 Total other comprehensive income, net of tax — — 546 — 546 Total comprehensive income (loss) $ 169,847 $ 239,613 $ 3,643 $ (242,710 ) $ 170,393 (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 Statement of Cash Flows for the Six Months Ended June 30, 2019 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 $ 158,778 $ 287,842 $ (2,208 ) $ (230,068 ) $ 214,344 Cash flows from investing activities: Acquisitions — (78,141 ) — — (78,141 ) Capital expenditures — (59,193 ) (1,367 ) — (60,560 ) Proceeds from disposition of assets and investments — 2,100 — — 2,100 Investment in subsidiaries (78,141 ) — — 78,141 — Decrease (increase) in intercompany notes receivable 5,161 — — (5,161 ) — Increase in notes receivable (127 ) (417 ) — — (544 ) Net cash (used in) provided by investing activities (73,107 ) (135,651 ) (1,367 ) 72,980 (137,145 ) Cash flows from financing activities: Proceeds received from revolving credit facility 220,000 — — — 220,000 Payment on revolving credit facility (375,000 ) — — — (375,000 ) Principal payments on long-term debt (14,421 ) — — — (14,421 ) Proceeds received from note offering 255,000 — — — 255,000 Payment on accounts receivable securitization program — — (9,000 ) — (9,000 ) Proceeds received from accounts receivable securitization program — — 9,000 — 9,000 Debt issuance costs (4,435 ) — — — (4,435 ) Intercompany loan proceeds — (8,461 ) 3,300 5,161 — Distributions to non-controlling interest — — (285 ) — (285 ) Dividends (to) from parent (200,636 ) (230,068 ) — 230,068 (200,636 ) Contributions from (to) parent 38,135 78,141 — (78,141 ) 38,135 Net cash (used in) provided by financing activities (81,357 ) (160,388 ) 3,015 157,088 (81,642 ) Effect of exchange rate changes in cash and cash equivalents — — 203 — 203 Net increase (decrease) in cash and cash equivalents 4,314 (8,197 ) (357 ) — (4,240 ) Cash and cash equivalents at beginning of period 4,029 11,655 5,310 — 20,994 Cash and cash equivalents at end of period $ 8,343 $ 3,458 $ 4,953 $ — $ 16,754 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 |