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 September 30, 2017 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated (unaudited) ASSETS Total current assets $ 3,405 $ 327,313 $ 39,292 $ — $ 370,010 Net property, plant and equipment — 1,158,402 22,167 — 1,180,569 Intangibles and goodwill, net — 2,368,590 29,925 — 2,398,515 Other assets 3,575,806 11,450 8 (3,549,533 ) 37,731 Total assets $ 3,579,211 $ 3,865,755 $ 91,392 $ (3,549,533 ) $ 3,986,825 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt $ 17,415 $ — $ — $ — $ 17,415 Other current liabilities 25,597 168,779 23,063 — 217,439 Total current liabilities 43,012 168,779 23,063 — 234,854 Long-term debt 2,432,014 — — — 2,432,014 Other noncurrent liabilities 26,231 215,029 56,898 (56,155 ) 242,003 Total liabilities 2,501,257 383,808 79,961 (56,155 ) 2,908,871 Stockholders’ equity 1,077,954 3,481,947 11,431 (3,493,378 ) 1,077,954 Total liabilities and stockholders’ equity $ 3,579,211 $ 3,865,755 $ 91,392 $ (3,549,533 ) $ 3,986,825 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 September 30, 2017 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 387,095 $ 13,303 $ (1,053 ) $ 399,345 Operating expenses Direct advertising expenses (1) — 128,175 7,408 (606 ) 134,977 General and administrative expenses (1) — 66,467 2,033 — 68,500 Corporate expenses (1) — 14,705 277 — 14,982 Depreciation and amortization — 49,475 2,321 — 51,796 (Gain) loss on disposition of assets — (2,737 ) 3 — (2,734 ) — 256,085 12,042 (606 ) 267,521 Operating income (loss) — 131,010 1,261 (447 ) 131,824 Equity in (earnings) loss of subsidiaries (128,500 ) — — 128,500 — Other expenses (income) 32,063 (2 ) 448 (447 ) 32,062 Income (loss) before income tax expense 96,437 131,012 813 (128,500 ) 99,762 Income tax expense (2) — 2,659 666 — 3,325 Net income (loss) $ 96,437 $ 128,353 $ 147 $ (128,500 ) $ 96,437 Statement of Comprehensive Income Net income (loss) $ 96,437 $ 128,353 $ 147 $ (128,500 ) $ 96,437 Total other comprehensive loss, net of tax — — 1,216 — 1,216 Total comprehensive income (loss) $ 96,437 $ 128,353 $ 1,363 $ (128,500 ) $ 97,653 (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, 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 Nine Months Ended September 30, 2017 Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated Statement of Income (unaudited) Net revenues $ — $ 1,107,583 $ 38,191 $ (2,989 ) $ 1,142,785 Operating expenses Direct advertising expenses (1) — 381,317 22,330 (1,751 ) 401,896 General and administrative expenses (1) — 199,979 6,473 — 206,452 Corporate expenses (1) — 47,320 834 — 48,154 Depreciation and amortization — 148,357 6,646 — 155,003 (Gain) loss on disposition of assets — (4,377 ) — — (4,377 ) — 772,596 36,283 (1,751 ) 807,128 Operating income (loss) — 334,987 1,908 (1,238 ) 335,657 Equity in (earnings) loss of subsidiaries (326,401 ) — — 326,401 — Other expenses (income) 95,592 (5 ) 1,242 (1,238 ) 95,591 Income (loss) before income tax expense 230,809 334,992 666 (326,401 ) 240,066 Income tax expense (2) — 7,528 1,729 — 9,257 Net income (loss) $ 230,809 $ 327,464 $ (1,063 ) $ (326,401 ) $ 230,809 Statement of Comprehensive Income Net income (loss) $ 230,809 $ 327,464 $ (1,063 ) $ (326,401 ) $ 230,809 Total other comprehensive income, net of tax — — 2,104 — 2,104 Total comprehensive income (loss) $ 230,809 $ 327,464 $ 1,041 $ (326,401 ) $ 232,913 (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 Statement of Cash Flows for the Nine Months Ended September 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 $ 227,195 $ 398,200 $ 5,472 $ (332,265 ) $ 298,602 Cash flows from investing activities: Acquisitions — (119,936 ) — — (119,936 ) Capital expenditures — (69,665 ) (4,781 ) — (74,446 ) Proceeds from disposition of assets and investments — 3,340 — — 3,340 Investment in subsidiaries (119,936 ) 119,936 — (Increase) decrease in intercompany notes receivable (2,713 ) — — 2,713 — Decrease in notes receivable 13 — — — 13 Net cash (used in) provided by investing activities (122,636 ) (186,261 ) (4,781 ) 122,649 (191,029 ) Cash flows from financing activities: Principal payments on long-term debt (11,250 ) — — — (11,250 ) Payment on revolving credit facility (407,000 ) — — — (407,000 ) Proceeds received from revolving credit facility 317,000 — — — 317,000 Payment on senior credit facility (247,500 ) — — — (247,500 ) Proceeds received from senior credit facility 450,000 — — — 450,000 Debt issuance costs (4,941 ) — — — (4,941 ) Intercompany loan proceeds (payments) — — 2,713 (2,713 ) — Distributions to non-controlling interest — — (415 ) — (415 ) Contributions from (to) parent 41,580 119,936 — (119,936 ) 41,580 Dividends (to) from parent (252,925 ) (332,265 ) — 332,265 (252,925 ) Net cash (used in) provided by financing activities (115,036 ) (212,329 ) 2,298 209,616 (115,451 ) Effect of exchange rate changes in cash and cash equivalents — — 1,767 — 1,767 Net (decrease) increase in cash and cash equivalents (10,477 ) (390 ) 4,756 — (6,111 ) Cash and cash equivalents at beginning of period 12,762 1,201 21,067 — 35,030 Cash and cash equivalents at end of period $ 2,285 $ 811 $ 25,823 $ — $ 28,919 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 |