Summarized Financial Information of Subsidiaries | 2. Summarized Financial Information of Subsidiaries In the filing of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, which was originally filed with the SEC on November 5, 2015, we omitted certain required disclosures under SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. Accordingly, we have revised our financial statement footnotes to correct this immaterial error of omission and include the information presented below. This revision was determined to be immaterial to the financial statements previously presented. 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 September 30, 2016 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated (unaudited) ASSETS Total current assets $ 18,009 $ 301,488 $ 35,244 $ — $ 354,741 Net property, plant and equipment — 1,157,657 21,944 — 1,179,601 Intangibles and goodwill, net — 2,284,767 32,905 — 2,317,672 Other assets 3,453,193 11,343 301 (3,430,738 ) 34,099 Total assets $ 3,471,202 $ 3,755,255 $ 90,394 $ (3,430,738 ) $ 3,886,113 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt $ 28,824 $ — $ — $ — $ 28,824 Other current liabilities 25,792 175,817 25,569 — 227,178 Total current liabilities 54,616 175,817 25,569 — 256,002 Long-term debt 2,351,198 — — — 2,351,198 Other noncurrent liabilities 22,400 213,061 53,993 (53,529 ) 235,925 Total liabilities 2,428,214 388,878 79,562 (53,529 ) 2,843,125 Stockholders’ equity 1,042,988 3,366,377 10,832 (3,377,209 ) 1,042,988 Total liabilities and stockholders’ equity $ 3,471,202 $ 3,755,255 $ 90,394 $ (3,430,738 ) $ 3,886,113 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, 2015 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated ASSETS Total current assets $ 6,086 $ 245,685 $ 29,461 $ — $ 281,232 Net property, plant and equipment — 1,072,595 22,542 — 1,095,137 Intangibles and goodwill, net — 1,904,096 34,765 — 1,938,861 Other assets 2,943,826 11,451 535 (2,923,702 ) 32,110 Total assets $ 2,949,912 $ 3,233,827 $ 87,303 $ (2,923,702 ) $ 3,347,340 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt $ 16,509 $ — $ — $ — $ 16,509 Other current liabilities 29,268 163,955 22,618 — 215,841 Total current liabilities 45,777 163,955 22,618 — 232,350 Long-term debt 1,876,895 — — — 1,876,895 Other noncurrent liabilities 20,059 210,233 53,659 (53,037 ) 230,914 Total liabilities 1,942,731 374,188 76,277 (53,037 ) 2,340,159 Stockholders’ equity 1,007,181 2,859,639 11,026 (2,870,665 ) 1,007,181 Total liabilities and stockholders’ equity $ 2,949,912 $ 3,233,827 $ 87,303 $ (2,923,702 ) $ 3,347,340 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 September 30, 2016 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 374,909 $ 13,510 $ (903 ) $ 387,516 Operating expenses Direct advertising expenses (1) — 124,609 7,793 (624 ) 131,778 General and administrative expenses (1) — 64,949 2,538 — 67,487 Corporate expenses (1) — 18,895 357 — 19,252 Depreciation and amortization — 47,491 1,816 — 49,307 (Gain) loss on disposition of assets — (217 ) 28 — (189 ) — 255,727 12,532 (624 ) 267,635 Operating income (loss) — 119,182 978 (279 ) 119,881 Equity in (earnings) loss of subsidiaries (116,264 ) — — 116,264 — Other expenses (income) 31,096 (2 ) 285 (279 ) 31,100 Income (loss) before income tax expense 85,168 119,184 693 (116,264 ) 88,781 Income tax expense (2) — 3,014 599 — 3,613 Net income (loss) $ 85,168 $ 116,170 $ 94 $ (116,264 ) $ 85,168 Statement of Comprehensive Income Net income (loss) $ 85,168 $ 116,170 $ 94 $ (116,264 ) $ 85,168 Total other comprehensive loss, net of tax — — (328 ) — (328 ) Total comprehensive income (loss) $ 85,168 $ 116,170 $ (234 ) $ (116,264 ) $ 84,840 (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 September 30, 2015 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 337,271 $ 14,275 $ (845 ) $ 350,701 Operating expenses Direct advertising expenses (1) — 114,325 7,901 (550 ) 121,676 General and administrative expenses (1) — 56,803 2,686 — 59,489 Corporate expenses (1) — 16,155 421 — 16,576 Depreciation and amortization — 44,558 1,883 — 46,441 Gain on disposition of assets — (5,203 ) — — (5,203 ) — 226,638 12,891 (550 ) 238,979 Operating income (loss) — 110,633 1,384 (295 ) 111,722 Equity in (earnings) loss of subsidiaries (110,756 ) — — 110,756 — Other expenses (income) 24,713 (6 ) 295 (295 ) 24,707 Income (loss) before income tax expense 86,043 110,639 1,089 (110,756 ) 87,015 Income tax expense (2) — 80 892 — 972 Net income (loss) $ 86,043 $ 110,559 $ 197 $ (110,756 ) $ 86,043 Statement of Comprehensive Income Net income (loss) $ 86,043 $ 110,559 $ 197 $ (110,756 ) $ 86,043 Total other comprehensive loss, net of tax — — (1,713 ) — (1,713 ) Total comprehensive income (loss) $ 86,043 $ 110,559 $ (1,516 ) $ (110,756 ) $ 84,330 (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 Nine Months Ended September 30, 2016 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 1,077,116 $ 39,228 $ (2,767 ) $ 1,113,577 Operating expenses Direct advertising expenses (1) — 371,915 23,139 (1,826 ) 393,228 General and administrative expenses (1) — 192,631 8,103 — 200,734 Corporate expenses (1) — 54,079 1,064 — 55,143 Depreciation and amortization — 147,158 5,571 — 152,729 (Gain) loss on disposition of assets — (12,482 ) 261 — (12,221 ) — 753,301 38,138 (1,826 ) 789,613 Operating income (loss) — 323,815 1,090 (941 ) 323,964 Equity in (earnings) loss of subsidiaries (314,228 ) — — 314,228 — Other expenses (income) 95,655 (6 ) 953 (941 ) 95,661 Income (loss) before income tax expense 218,573 323,821 137 (314,228 ) 228,303 Income tax expense (2) — 8,248 1,482 — 9,730 Net income (loss) $ 218,573 $ 315,573 $ (1,345 ) $ (314,228 ) $ 218,573 Statement of Comprehensive Income Net income (loss) $ 218,573 $ 315,573 $ (1,345 ) $ (314,228 ) $ 218,573 Total other comprehensive income, net of tax — — 1,151 — 1,151 Total comprehensive income (loss) $ 218,573 $ 315,573 $ (194 ) $ (314,228 ) $ 219,724 (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 Nine Months Ended September 30, 2015 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 960,377 $ 39,335 $ (2,285 ) $ 997,427 Operating expenses Direct advertising expenses (1) — 330,808 21,536 (1,485 ) 350,859 General and administrative expenses (1) — 172,378 7,046 — 179,424 Corporate expenses (1) — 50,260 1,219 — 51,479 Depreciation and amortization — 138,639 5,757 — 144,396 Gain on disposition of assets — (7,230 ) — — (7,230 ) — 684,855 35,558 (1,485 ) 718,928 Operating income (loss) — 275,522 3,777 (800 ) 278,499 Equity in (earnings) loss of subsidiaries (260,247 ) — — 260,247 — Other expenses (income) 73,951 (28 ) 802 (800 ) 73,925 Income (loss) before income tax expense 186,296 275,550 2,975 (260,247 ) 204,574 Income tax expense (2) — 5,016 13,262 — 18,278 Net income (loss) $ 186,296 $ 270,534 $ (10,287 ) $ (260,247 ) $ 186,296 Statement of Comprehensive Income Net income (loss) $ 186,296 $ 270,534 $ (10,287 ) $ (260,247 ) $ 186,296 Total other comprehensive loss, net of tax — — (2,916 ) — (2,916 ) Total comprehensive income (loss) $ 186,296 $ 270,534 $ (13,203 ) $ (260,247 ) $ 183,380 (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 Nine Months Ended September 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 $ 240,727 $ 402,988 $ 4,412 $ (334,167 ) $ 313,960 Cash flows from investing activities: Acquisitions — (526,029 ) — — (526,029 ) Capital expenditures — (76,468 ) (2,357 ) — (78,825 ) Proceeds from disposition of assets and investments — 7,753 — — 7,753 Investment in subsidiaries (526,029 ) — — 526,029 — (Increase) decrease in intercompany notes receivable (462 ) — — 462 — Decrease in notes receivable 16 — — — 16 Net cash (used in) provided by investing activities (526,475 ) (594,744 ) (2,357 ) 526,491 (597,085 ) Cash flows from financing activities: Principal payments on long-term debt (15,015 ) — — — (15,015 ) Payment on revolving credit facility (302,000 ) — — — (302,000 ) Proceeds received from revolving credit facility 408,000 — — — 408,000 Proceeds received from note offering 400,000 — — — 400,000 Payment on senior credit facility (300,000 ) — — — (300,000 ) Proceeds received from senior credit facility 300,000 — — — 300,000 Debt issuance costs (9,391 ) — — — (9,391 ) Intercompany loan proceeds (payments) — — 462 (462 ) — Distributions to non-controlling interest — — (315 ) — (315 ) Contributions from (to) parent 41,872 526,029 — (526,029 ) 41,872 Dividends (to) from parent (225,789 ) (334,167 ) — 334,167 (225,789 ) Net cash provided by (used in) financing activities 297,677 191,862 147 (192,324 ) 297,362 Effect of exchange rate changes in cash and cash equivalents — — 915 — 915 Net increase in cash and cash equivalents 11,929 106 3,117 — 15,152 Cash and cash equivalents at beginning of period 4,955 454 16,418 — 21,827 Cash and cash equivalents at end of period $ 16,884 $ 560 $ 19,535 $ — $ 36,979 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 Nine Months Ended September 30, 2015 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 $ 214,162 $ 362,348 $ 7,474 $ (292,242 ) $ 291,742 Cash flows from investing activities: Acquisitions — (115,279 ) (8,012 ) — (123,291 ) Capital expenditures — (78,357 ) (2,407 ) — (80,764 ) Proceeds from disposition of assets and investments — 8,369 — — 8,369 Investment in subsidiaries (123,291 ) — — 123,291 — Decrease (increase) in intercompany notes receivable 1,576 — — (1,576 ) — Increase in notes receivable (28 ) — — — (28 ) Net cash (used in) provided by investing activities (121,743 ) (185,267 ) (10,419 ) 121,715 (195,714 ) Cash flows from financing activities: Proceeds received from revolving credit facility 235,000 — — — 235,000 Payment on revolving credit facility (155,200 ) — — — (155,200 ) Principal payments on long-term debt (11,265 ) — — — (11,265 ) Intercompany loan (payments) proceeds — — (1,576 ) 1,576 — Distributions to non-controlling interest — — (1,025 ) — (1,025 ) Dividends (to) from parent (204,547 ) (292,242 ) — 292,242 (204,547 ) Contributions from (to) parent 46,088 115,279 8,012 (123,291 ) 46,088 Net cash (used in) provided by financing activities (89,924 ) (176,963 ) 5,411 170,527 (90,949 ) Effect of exchange rate changes in cash and cash equivalents — — (2,036 ) — (2,036 ) Net increase in cash and cash equivalents 2,495 118 430 — 3,043 Cash and cash equivalents at beginning of period 10,689 480 14,366 — 25,535 Cash and cash equivalents at end of period $ 13,184 $ 598 $ 14,796 $ — $ 28,578 |