Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257927

Prospectus

Lamar Media Corp.

Offer to Exchange

Up to $550,000,000

outstanding 3 5/8% Senior Notes due 2031 issued on January 22, 2021, for

a Like Principal Amount of 3 5/8% Senior Notes due 2031,

which have been registered under the Securities Act of 1933

The Exchange Offer

 

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We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.

 

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You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.

 

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The exchange offer expires at 5:00 p.m., New York City time, on September 1, 2021 unless we extend the offer. We do not currently intend to extend the expiration date.

 

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The exchange of outstanding notes for exchange notes in the exchange offer generally will not be a taxable event to a holder for United States federal income tax purposes.

 

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We will not receive any proceeds from the exchange offer.

 

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The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission.

The Exchange Notes

 

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The exchange notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the private offering of the outstanding notes.

 

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The terms of the exchange notes to be issued in the exchange offer are substantially identical to the terms of the outstanding notes, except that the exchange notes will be freely tradable.

 

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The exchange notes will be our unsecured senior obligations and will rank senior to all of our existing and future debt that is expressly subordinated to the exchange notes. The exchange notes will rank equally with all of our existing and future senior debt and will be effectively subordinated to all of our secured debt (to the extent of the value of the collateral securing such debt), including our senior credit facility, and structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the exchange notes.

 

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The outstanding notes are, and the exchange notes will be, unconditionally guaranteed on a joint and several basis by substantially all of our existing and future domestic subsidiaries, with certain exceptions.

 

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We do not intend to apply for listing of the exchange notes on any securities exchange or to arrange for them to be quoted on any quotation system.

Broker-Dealers

 

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Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.

 

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This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.

 

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We and the guarantors have agreed that, for a period of 180 days after consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “Risk Factors” beginning on page 20 for a discussion of certain risks that you should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 4 , 2021

TABLE OF CONTENTS

 

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Where You Can Find More Information			1
Industry and Market Data			2
Statements Regarding Forward-Looking Information			3
Prospectus Summary			5
Risk Factors			20
Use of Proceeds			34
Capitalization			35
Selected Historical Consolidated Financial Data			36
Management’s Discussion and Analysis of Financial Condition and Results of Operations			38
Business			57
Policies With Respect to Certain Activities			68
Management			72
Executive Compensation			74
Equity Compensation Plan Information			85
Principal Stockholders			86
Certain Relationships and Related Transactions			89
The Exchange Offer			90
Description of Material Indebtedness			99
Description of Exchange Notes			107
Registration Rights Agreements			139
Book-Entry Settlement and Clearance			140
Material United States Federal Income Tax Considerations			142
Plan of Distribution			161
Legal Matters			162
Experts			162
Exchange Agent			162
Index to Consolidated Financial Statements			F-1

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You should not rely on any unauthorized information or representations. This prospectus is an offer to exchange only the notes offered by this prospectus, and only under the circumstances and in those jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

 

 

Lamar Media Corp. is a Delaware corporation. Our principal executive offices are located at 5321 Corporate Blvd., Baton Rouge, LA 70808 and our telephone number at that address is (225) 926-1000. Lamar Media Corp. is a wholly owned subsidiary of Lamar Advertising Company. Our parent’s website is located at http://www.lamar.com. The information on or linked to from the website is not part of this prospectus.

In this prospectus, except as the context otherwise requires or as otherwise noted, “Lamar Media,” “we,” “us” and “our” refer to Lamar Media Corp. and its subsidiaries, except with respect to the notes, in which case such terms refer only to Lamar Media Corp. Lamar Advertising Company is referred to herein as “Lamar Advertising.”

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the exchange notes offered hereby. As permitted by the rules and regulations of the Commission, this prospectus incorporates important information about us that is not included in or delivered with this prospectus but that is included in the registration statement. For further information with respect to us and the exchange notes offered hereby, we refer you to the registration statement, including the exhibits and schedules filed therewith.

We and our parent, Lamar Advertising, file annual, quarterly, and current reports and other information with the Commission. The Commission maintains a website on the Internet that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, and such website is located at http://www.sec.gov.

You may request a copy of these filings at no cost, by writing or calling us at the following address: 5321 Corporate Boulevard, Baton Rouge, LA 70808, Tel: (225) 926-1000, Attention: Chief Financial Officer.

To obtain timely delivery of any of these documents, you must request them no later than five business days before the date you must make your investment decision. Accordingly, if you would like to request any documents, you should do so no later than August 25, 2021 in order to receive them before the expiration of the exchange offer.

Pursuant to the indenture under which the exchange notes will be issued (and the outstanding notes were issued), we have agreed that, whether or not we are required to do so by the rules and regulations of the Commission, for so long as any of the notes remain outstanding, we (not including our subsidiaries) will furnish to the holders of the notes copies of all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if we were required to file such forms and all current reports that would be required to be filed with the Commission on Form 8-K if we were required to file such reports, in each case within the time periods specified in the Commission’s rules and regulations. In addition, following the consummation of this exchange offer, whether or not required by the rules and regulations of the Commission, we will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. See “Description of Exchange Notes—Material Covenants—Reports to Holders.”

 

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INDUSTRY AND MARKET DATA

The market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section entitled “Risk Factors” below.

 

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STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These are statements that relate to future periods and include statements about:

 

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our future financial performance and condition;

 

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our business plans, objectives, prospects, growth and operating strategies;

 

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our anticipated capital expenditures and level of acquisition activity;

 

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our ability to integrate acquired assets and realize operating efficiency from acquisitions;

 

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market opportunities and our competitive positions;

 

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our future cash flows and expected cash requirements;

 

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estimated risks;

 

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our ability to maintain compliance with applicable covenants and restrictions included in Lamar Media’s senior credit facility, the indentures relating to its outstanding notes and its Accounts Receivables Securitization Program (as defined below under “Description of Material Indebtedness—Accounts Receivables Securitization Program”); and

 

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Lamar Advertising’s ability to remain qualified as a real estate investment trust (“REIT”).

Generally, the words “may,” “will,” “should,” “anticipates,” “believes,” “expects,” “intends,” “estimates,” “projects,” “plans” and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results, to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other important factors include, among others:

 

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the severity and duration of the COVID-19 pandemic on our operations;

 

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the state of the economy and financial markets generally (including the impact cause by the COVID-19 pandemic) and their effects on the markets in which we operate and the broader demand for advertising;

 

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the levels of expenditures on advertising in general and outdoor advertising in particular;

 

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risks and uncertainties relating to our significant indebtedness;

 

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the demand for outdoor advertising and its continued popularity as an advertising medium;

 

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our need for, and ability to obtain, additional funding for acquisitions, operations and debt refinancing;

 

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increased competition within the outdoor advertising industry;

 

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the regulation of the outdoor advertising industry by federal, state and local governments;

 

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our ability to renew expiring contracts at favorable rates;

 

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the integration of businesses and assets that we acquire and our ability to recognize cost savings and operating efficiencies as a result of these acquisitions;

 

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our ability to successfully implement our digital deployment strategy;

 

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changes in accounting principles, policies or guidelines;

 

 

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our ability to effectively mitigate the threat of and damages caused by hurricanes and other kinds of severe weather;

 

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Lamar Advertising’s ability to qualify as a REIT and maintain its status as a REIT;

 

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changes in tax laws applicable to REITs or in the interpretation of those laws; and

 

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the other factors under “Risk Factors.”

Although we believe that the statements contained in this prospectus are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this prospectus. We assume no obligation to update or revise them or provide reasons why actual results may differ.

 

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PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this exchange offer, we encourage you to read this entire prospectus. You should read the following summary together with the more detailed information and consolidated financial statements and the notes to those statements included in this prospectus. Unless otherwise indicated, financial information included in this prospectus is presented on a historical basis.

Lamar Media Corp.

We are one of the largest outdoor advertising companies in the United States based on number of displays and have operated under the Lamar name since 1902. We operate in a single operating and reporting segment, advertising. We rent space for advertising on billboards, buses, shelters, benches, logo plates and in airport terminals. We offer our customers a fully integrated service, satisfying all aspects of their display requirements from ad copy production to placement and maintenance.

Our Business

We operate three types of outdoor advertising displays: billboards, logo signs and transit advertising displays.

Billboards. As of March 31, 2021, we owned and operated over 152,600 billboard advertising displays in 45 states and Canada. We rent most of our advertising space on two types of billboards: bulletins and posters.

 

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Bulletins are generally large, illuminated advertising structures that are located on major highways and target vehicular traffic.

 

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Posters are generally smaller advertising structures that are located on major traffic arteries and city streets and target vehicular and pedestrian traffic.

In addition to traditional billboards, we also rent space on digital billboards, which are generally located on major traffic arteries and city streets. As of March 31, 2021, we owned and operated over 3,600 digital billboard advertising displays in 43 states and Canada.

Logo signs. We rent advertising space on logo signs located near highway exits.

 

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Logo signs generally advertise nearby gas, food, camping, lodging and other attractions.

We are the largest provider of logo signs in the United States, operating 23 of the 26 privatized state logo sign contracts. As of March 31, 2021, we operated over 136,900 logo sign advertising displays in 23 states and the province of Ontario, Canada.

Transit advertising displays. We also rent advertising space on the exterior and interior of public transportation vehicles, in airport terminals, and on transit shelters and benches in over 70 markets. We operated over 45,900 transit advertising displays in 22 states and Canada as of March 31, 2021.

Operating strategies

We strive to be a leading provider of outdoor advertising services in each of the markets that we serve, and our operating strategies for achieving that goal include:

Continuing to provide high quality local sales and service. We seek to identify and closely monitor the needs of our tenants and to provide them with a full complement of high quality advertising services. Local advertising

 

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constituted approximately 78% of our net revenues for the three months ended March 31, 2021, which management believes is higher than the industry average. We believe that the experience of our regional, territory and local managers has contributed greatly to our success. For example, our regional managers have been with us for an average of 35 years. In an effort to provide high quality sales and service at the local level, we employed approximately 960 local account executives as of March 31, 2021. Local account executives are typically supported by additional local staff and have the ability to draw upon the resources of our central office, as well as our offices in other markets, in the event business opportunities or customers’ needs support such an allocation of resources.

Continuing a centralized control and decentralized management structure. Our management believes that, for our particular business, centralized control and a decentralized organization provide for greater economies of scale and are more responsive to local market demands. Therefore, we maintain centralized accounting and financial control over our local operations, but our local managers are responsible for the day-to-day operations in each local market and are compensated according to that market’s financial performance.

Continuing to focus on internal growth. Within our existing markets, we seek to increase our revenue and improve cash flow by employing highly-targeted local marketing efforts to improve our display occupancy rates and by increasing advertising rates where and when demand can absorb rate increases. Our local offices spearhead this effort and respond to local customer demands quickly.

In addition, we routinely invest in upgrading our existing displays and constructing new displays. Since January 1, 2011, we invested approximately $1.1 billion in capitalized expenditures, which include improvements to our existing real estate portfolio and the construction of new locations. Our regular improvement and expansion of our advertising display inventory allows us to provide high quality service to our current tenants and to attract new tenants.

Continuing to pursue other outdoor advertising opportunities. We plan to renew existing logo sign contracts and pursue additional logo sign contracts. Logo sign opportunities arise periodically, both from states initiating new logo sign programs and states converting from government-owned and operated programs to privately-owned and operated programs. Furthermore, we plan to pursue additional tourist oriented directional sign programs in both the United States and Canada and also other motorist information signing programs as opportunities present themselves. In addition, in an effort to maintain market share, we continue to pursue attractive transit advertising opportunities as they become available.

Reinvesting in capital expenditures including digital technology. We have a history of investing in capital expenditures, particularly in our digital platform. We spent approximately $62.3 million in total capital expenditures in fiscal year 2020, of which approximately $22.6 million was spent on digital technology. While our capital expenditures were sharply reduced during 2020 due to the pandemic, we expect our 2021 capitalized expenditures to be approximately $150.0 million, which is consistent with pre-pandemic historical spending.

Recent developments

Change in Trustee

On June 14, 2021, Lamar Media entered into an Agreement of Resignation, Appointment and Acceptance (the “Agreement”) with The Bank of New York Mellon Trust Company, N.A., as resigning trustee (the “Resigning Trustee”), and U.S. Bank National Association, as successor trustee (the “Successor Trustee”), with respect to Lamar Media’s existing indentures, including the indenture governing the notes.

Pursuant to the Agreement, Lamar Media accepted the resignation of the Resigning Trustee and appointed the Successor Trustee to act as trustee under the respective Indentures. The Agreement provides, among other things, that the Resigning Trustee assigns, transfers, delivers and confirms to the Successor Trustee all right, title and

 

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interest in and to the trust and all rights, privileges, responsibilities, powers, trusts, obligations and duties under the indentures, and the Successor Trustee accepts its appointment as trustee under the indentures and accepts all the rights, title, interests, capacities, privileges, responsibilities, powers, trusts and duties set forth in the indentures.

Lamar Media Board of Directors

On June 30, 2021, C. Brent McCoy retired from his officer position with Lamar Advertising. In connection with his retirement, he also resigned from the board of directors of Lamar Media. Mr. McCoy’s resignation was not a result of any disagreement with Lamar Media.

Upon Mr. McCoy’s resignation on June 30, 2021, the board of directors of Lamar Media appointed Lee “Buster” Kantrow, Jr. to serve as a director of Lamar Media. Mr. Kantrow is an officer of Lamar Advertising and Lamar Media. He will not receive any additional compensation in connection with his appointment as a director of Lamar Media.

Special Purpose Acquisition Company

On April 6, 2021, Lamar Partnering Corporation (“LPC”), a newly formed special purpose acquisition company and an indirect wholly-owned subsidiary of Lamar Media, filed a Registration Statement on Form S-1 with the Securities and Exchange Commission. LPC’s proposed public offering is expected to have a base offering size of $300.0 million, or up to $345.0 million if the underwriters’ over-allotment is exercised in full. We would own approximately 20% of LPC’s issued and outstanding ordinary shares upon the consummation of the proposed offering. We intend to commit to acquire up to $100.0 million of forward purchase units in a forward purchase agreement that would close concurrently with LPC’s consummation of an initial business combination.

Amendment to Accounts Receivable Securitization Program

On May 24, 2021, Lamar Media and its special purpose subsidiaries, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (collectively, the “SPEs”), entered into the Fifth Amendment, dated as of May 24, 2021 (the “AR Amendment”), to the Receivables Financing Agreement dated December 18, 2018, by and among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, PNC Bank, National Association, as Administrative Agent and a Lender, PNC Capital Markets LLC, as Structuring Agent, and certain lenders from time to time party thereto (such agreement, as amended, the “Receivables Financing Agreement”). The Receivables Financing Agreement established a $175.0 million accounts receivable securitization program (the “Accounts Receivable Securitization Program”).

The AR Amendment extends the maturity date of the Accounts Receivable Securitization Program to July 21, 2024. Additionally, the AR Amendment decreases the Minimum Funding Threshold, which requires the SPEs to maintain minimum borrowings under the Accounts Receivable Securitization Program, with certain exceptions, and provides for an annual holiday from the requirement of up to 60 days per year. The AR Amendment also provides for updated LIBOR replacement procedures.

Amendment to Credit Agreement

On July 2, 2021, Lamar Media entered into Amendment No. 1, dated as of July 2, 2021 (the “Credit Amendment”), to the Fourth Amended and Restated Credit Agreement dated February 6, 2020 (as amended, the “senior credit facility”), by and among Lamar Media, as Borrower, Lamar Advertising, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto.

The Credit Amendment amends the definition of “Subsidiary” to exclude each of Lamar Partnering Sponsor LLC and Lamar Partnering Corporation and any of their subsidiaries (collectively, the “Lamar Partnering Entities”)

 

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such that, after the giving effect to the Credit Amendment, none of the Lamar Partnering Entities are subject to the senior credit facility covenants and reporting requirements, but any investment by Lamar Media in any of the Lamar Partnering Entities would be subject to the senior credit facility covenants. The Credit Amendment also amends the definition of “EBITDA” to replace the existing calculation with a net income-based calculation, which excludes the income of non-Subsidiary entities such as the Lamar Partnering Entities, except to the extent that income of such entities is received by Lamar Media in the form of dividends or distributions.

At-the-Market Offering Program

On June 21, 2021, Lamar Advertising entered into an equity distribution agreement (the “Sales Agreement”) with J.P. Morgan Securities LLC, Wells Fargo Securities LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as its sales agents (each a “Sales Agent”, and collectively, the “Sales Agent”). Under the terms of the Sales Agreement, Lamar Adfvertising may, from time to time, issue and sell shares of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), having an aggregate offering price of up to $400.0 million through the Sales Agents as either agents or principals. The Sales Agreement replaces a prior sales agreement with substantially similar terms between Lamar Advertising and certain sales agents, which expired by its terms.

Sales of the Class A Common Stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market and any other existing trading market for the Class A Common Stock, or sales made to or through a market maker other than on an exchange. Under the terms of the Sales Agreement, Lamar Advertising may also sell shares of Class A Common Stock to each of the Agents, as principal for its own account, at a price agreed upon at the time of such sale. If Lamar Advertising sells Shares to an Agent, as principal, Lamar Advertising will enter into a separate terms agreement with such Agent, and it will describe this agreement in a separate prospectus supplement or pricing supplement. Actual sales will depend on a variety of factors to be determined by Lamar Advertising from time to time.

Each Sales Agent will receive a commission not to exceed 2.0% of the gross sales price per share for any shares sold through it as Lamar Advertising’s Sales Agent under the Sales Agreement. Lamar Advertising has no obligation to sell any of the Class A Common Stock under the Sales Agreement and may at any time suspend solicitations and offers under the Sales Agreement.

Impact of the COVID-19 Pandemic

The unprecedented and rapid spread of COVID-19 and the related government-imposed restrictions and social distancing measures implemented throughout the world have reduced demand for out-of-home advertising. Beginning in late March 2020, large public events were cancelled, and governments began imposing restrictions on non-essential activities, which in turn led to advertisers suspending, delaying or cancelling their advertising campaigns. While the government-imposed restrictions have eased, they continue to have an adverse impact on the volume of vehicles on roadways (particularly in larger markets), pedestrians in airports and riders on public transit and numerous advertising customer segments including, but not limited to, entertainment, retail, restaurant and amusement advertisers.

As a result, demand for billboard, transit and airport advertising declined, which has had an adverse impact on our revenues and financial position. The decrease in outdoor advertising demand during the three months ended March 31, 2021 resulted in an 8.8% decrease in our consolidated net revenues as compared to the same period in 2020. As revenues declined, we responded through a variety of cost saving and liquidity measures, which included reductions in our transit and airport franchise costs and billboard lease costs. As a result of these cost saving measures, our consolidated operating costs (exclusive of depreciation and amortization and gain on disposition of assets) decreased by $28.6 million, or 11.4%, for the three months ended March 31, 2021 over the same period in 2020.

We observed an improvement in customer activity beginning in June 2020 and through March 2021 as the

 

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government-imposed restrictions on travel were eased and more of the population became vaccinated. Accordingly, we are not actively pursuing additional cost saving measures, and are resuming acquisition activities and spending on capital projects. However, we cannot predict the length or strength of the recovery in advertising demand due to continued impact of the pandemic on the overall U.S. and global economy, and new or renewed government-imposed restrictions on travel that may be enacted in the future.

We will continue to evaluate the impact of the COVID-19 pandemic on our business and we may access the debt and/or equity capital markets for additional liquidity, if necessary.

Lamar Advertising’s management and Board of Directors are continuing to evaluate our quarterly dividend plans for 2021. This evaluation includes ensuring Lamar Advertising remains in compliance with its REIT dividend requirements for the year. On February 25, 2021, Lamar Advertising’s Board of Directors declared a quarterly cash dividend of $0.75 per common share, paid on March 31, 2021. On May 20, 2021, Lamar Advertising’s Board of Directors declared a quarterly cash dividend of $0.75 per common share, paid on June 30, 2021.

As of March 31, 2021, we did not incur any impairment charges related to goodwill or long-lived assets (including operating lease right of use assets). We also did not incur any significant credit losses for the three months ended March 31, 2021

While some of our corporate, front office and sales workforce continues to work from home, a large majority has returned to their offices while adhering to the Centers for Disease Control and Prevention and state and local governmental guidelines and recommendations. The impacts of working from home have been minimal on productivity. Also, while working from home has minimally impacted our processes, there have been no material impacts to our internal control environment.

We continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders.

Organization

The following summary organization chart sets forth the basic corporate structure of Lamar Advertising.

 

*	All but one of our domestic subsidiaries (Missouri Logos, a partnership) are wholly owned.

**	All of our domestic subsidiaries (except Lamar Partnering Sponsor, LLC, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (the “Special Purpose Subsidiaries”) and Missouri Logos, a partnership) will unconditionally guarantee the notes. Our foreign subsidiaries will not guarantee the notes.

 

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Our History

We have operated under the Lamar name since our founding in 1902 and have been publicly traded on NASDAQ under the symbol “LAMR” since 1996.

During 2014, we completed a reorganization in order to qualify as a real estate investment trust (a “REIT”) for federal income tax purposes.

 

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Summary of the Exchange Offer

In this prospectus, (i) the term “outstanding notes” refers to the outstanding 3 5/8% Senior Notes due 2031 issued on January 22, 2021, (ii) the term “exchange notes” refers to the 3 5/8% Senior Notes due 2031 registered under the Securities Act, and (iii) the term “notes” refers to both the outstanding notes and the exchange notes.

 

General		In connection with the private offering of the outstanding notes, we entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to deliver this prospectus to you and to use our reasonable best efforts to complete an exchange offer for the outstanding notes.
Exchange Offer		We are offering to exchange $550,000,000 principal amount of exchange notes, which have been registered under the Securities Act, for $550,000,000 principal amount of outstanding notes.
		The outstanding notes may be exchanged only in denominations of $2,000 and integral multiples of $1,000.
Resale of the Exchange Notes		Based on the position of the staff of the Division of Corporation Finance of the Commission in certain interpretive letters issued to third parties in other transactions, we believe that the exchange notes acquired in this exchange offer may be freely traded without compliance with the provisions of the Securities Act, if:   •  you are acquiring the exchange notes in the ordinary course of your business,   •  you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes, and   •  you are not our affiliate as defined in Rule 405 of the Securities Act.
		If you fail to satisfy any of these conditions, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.
		Broker-dealers that acquired outstanding notes directly from us, but not as a result of market-making activities or other trading activities, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the exchange notes. See “Plan of Distribution.”
		Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for outstanding notes that it acquired as a result of market-making or other trading activities must deliver a prospectus in connection with any resale of the exchange notes and provide us with a signed acknowledgement of this obligation.
Expiration Date		This exchange offer will expire at 5:00 p.m., New York City time, on September 1, 2021, unless we extend the offer.
Conditions to the Exchange Offer		The exchange offer is subject to limited, customary conditions, which we may waive.

 

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Procedures for Tendering Outstanding Notes		If you wish to accept the exchange offer, you must deliver to the exchange agent, before the expiration of the exchange offer:   •  either a completed and signed letter of transmittal or, for outstanding notes tendered electronically, an agent’s message from The Depository Trust Company (“DTC”), Euroclear or Clearstream stating that the tendering participant agrees to be bound by the letter of transmittal and the terms of the exchange offer,   •  your outstanding notes, either by tendering them in physical form or by timely confirmation of book-entry transfer through DTC, Euroclear or Clearstream, and   •  all other documents required by the letter of transmittal.
		If you hold outstanding notes through DTC, Euroclear or Clearstream, you must comply with their standard procedures for electronic tenders, by which you will agree to be bound by the letter of transmittal.
		By signing, or by agreeing to be bound by, the letter of transmittal, you will be representing to us that:   •  you will be acquiring the exchange notes in the ordinary course of your business,   •  you have no arrangement or understanding with any person to participate in the distribution of the exchange notes, and   •  you are not our affiliate as defined under Rule 405 of the Securities Act.
		See “The Exchange Offer—Procedures for Tendering.”
Guaranteed Delivery Procedures for Tendering Outstanding Notes		If you cannot meet the expiration deadline or you cannot deliver your outstanding notes, the letter of transmittal or any other documentation to comply with the applicable procedures under DTC, Euroclear or Clearstream standard operating procedures for electronic tenders in a timely fashion, you may tender your notes according to the guaranteed delivery procedures set forth under “The Exchange Offer—Guaranteed Delivery Procedures.”
Special Procedures for Beneficial Holders		If you beneficially own outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offer, you should contact that registered holder promptly and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either arrange to have the outstanding notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Acceptance of Outstanding Notes and Delivery of Exchange Notes		We will accept any outstanding notes that are properly tendered for exchange before 5:00 p.m., New York City time, on the day this exchange offer expires. The exchange notes will be delivered promptly after expiration of this exchange offer.

 

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Exchange Date		We will notify the exchange agent of the date of acceptance of the outstanding notes for exchange.
Withdrawal Rights		If you tender your outstanding notes for exchange in this exchange offer and later wish to withdraw them, you may do so at any time before 5:00 p.m., New York City time, on the day this exchange offer expires.
Consequences if You Do Not Exchange Your Outstanding Notes		Outstanding notes that are not tendered in the exchange offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to sell the outstanding notes unless:   •  an exemption from the requirements of the Securities Act is available to you,   •  we register the resale of outstanding notes under the Securities Act, or   •  the transaction requires neither an exemption from nor registration under the requirements of the Securities Act.
		After the completion of the exchange offer, we will no longer have any obligation to register the outstanding notes, except in limited circumstances.
Accrued Interest on the Outstanding Notes		Any interest that has accrued on an outstanding note before its exchange in this exchange offer will be payable on the exchange note on the first interest payment date after the completion of this exchange offer.
United States Federal Income Tax Considerations		The exchange of the outstanding notes for the exchange notes generally will not be a taxable event for United States federal income tax purposes. See “Material United States Federal Income Tax Considerations.”
Exchange Agent		U.S. Bank National Association is serving as the exchange agent. Its address and telephone number are provided in this prospectus under the heading “The Exchange Offer—Exchange Agent.”
Use of Proceeds		We will not receive any cash proceeds from this exchange offer. See “Use of Proceeds.”
Registration Rights Agreement		When we issued the outstanding notes, we and the guarantors entered into a registration rights agreement with the initial purchasers of the outstanding notes. Under the terms of the registration rights agreement, we agreed to use our reasonable best efforts to cause to become effective a registration statement with respect to an offer to exchange the outstanding notes for other freely tradable notes issued by us and that are registered with the Commission and that have substantially identical terms as the outstanding notes. If we fail to effect the exchange offer, we will use our reasonable best efforts to file and cause to become effective a shelf registration statement related to resales of the outstanding notes. We will be obligated to pay additional interest on the outstanding notes if we do not complete the exchange offer by

 

13

		October 19, 2021 or, if required, the shelf registration statement is not declared effective by October 19, 2021. See “Registration Rights Agreements.”
Accounting Treatment		We will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer in accordance with generally accepted accounting principles. See “The Exchange Offer—Accounting Treatment.”

 

14

Summary of the Terms of the Exchange Notes

The exchange notes will be identical to the outstanding notes except that:

 

•

the exchange notes will be registered under the Securities Act and therefore will not bear legends restricting their transfer; and

 

•

specified rights under the registration rights agreement, including the provisions providing for registration rights and the payment of additional interest in specified circumstances, will be limited or eliminated.

The exchange notes will evidence the same debt as the outstanding notes and the same indenture will govern both the outstanding notes and the exchange notes. For a more complete understanding of the exchange notes, please refer to the section of this prospectus entitled “Description of Exchange Notes.”

 

Issuer		Lamar Media Corp.
Securities Offered		$550,000,000 aggregate principal amount of 3 5/8% Senior Notes due 2031
Exchange Notes Maturity Date		January 15, 2031
Exchange Notes Interest Rate		3.625% per year
Exchange Notes Optional Redemption		We may redeem some or all of the exchange notes at any time on or after January 15, 2026. We may also redeem some or all of the exchange notes before January 15, 2026 at a redemption price of 100% of the principal amount, plus accrued, unpaid, and special interest, if any, to the redemption date, plus a “make-whole” premium. We may also redeem up to 40% of the aggregate principal amount of the exchange notes using the proceeds from certain public equity offerings completed before January 15, 2024 so long as at least 60% of the aggregate principal amount of the notes remains outstanding. The redemption prices are described under “Description of Exchange Notes—Optional Redemption.”
Exchange Notes Interest Payment Date		April 15 and October 15 of each year, beginning on April 15, 2021. Interest will accrue from April 15, 2021.
Guarantees		Substantially all of our existing and certain of our future domestic subsidiaries will unconditionally guarantee the exchange notes.
Ranking		The exchange notes will be our general unsecured obligations and will rank senior to all of our existing and future debt that is expressly subordinated to the exchange notes. The exchange notes will rank equally with all of our existing and future senior debt, including our 3 3/4% Senior Notes due 2028, our 4% Senior Notes due 2030, and our 4 7/8% Senior Notes due 2029 and will be effectively subordinated to all of our secured debt (to the extent of the value of the collateral securing such debt), including our senior credit facility and our Accounts Receivables Securitization Program, and structurally subordinated to all of the liabilities of any of our subsidiaries that do not guarantee the exchange notes (including, without limitation, the liabilities of the Special Purpose Subsidiaries under the Accounts Receivable Securitization Program).

 

15

		The guarantees will be unsecured obligations of the subsidiary guarantors and will rank senior to all their existing and future debt that is expressly subordinated to the guarantees. The guarantees will rank equally with all existing and future senior debt of such subsidiary guarantors and will be effectively subordinated to all of such subsidiary guarantors’ secured debt (to the extent of the collateral securing such debt), including their guarantees of our senior credit facility.
		As of March 31, 2021, the exchange notes and the subsidiary guarantees would have been effectively subordinated to approximately $767.2 million in secured debt, excluding approximately $710.6 million of additional borrowing capacity under our senior credit facility, and would rank equally with $2.07 billion in various series of senior notes, net of deferred issuance costs, including the notes. As of March 31, 2021, our non-guarantor subsidiaries had approximately $0.5 million in trade payables and our Special Purpose Subsidiaries had $154.7 million of borrowings under our Accounts Receivable Securitization Program.
Change of Control and Asset Sales		If we or Lamar Advertising experience specific kinds of changes of control or we sell assets under certain circumstances, we will be required to make an offer to purchase the notes at the prices listed in “Description of Exchange Notes—Material Covenants—Change of Control” and “Description of Exchange Notes—Material Covenants—Limitations on Certain Asset Sales.” We may not have sufficient funds available at the time of any change of control to effect the purchase.
Material Covenants		The indenture governing the notes restrict our ability and the ability of our restricted subsidiaries to, among other things:   •  incur additional debt and issue preferred stock;   •  make certain distributions, investments and other restricted payments;   •  create certain liens;   •  enter into transactions with affiliates;   •  agree to any restrictions on the ability of restricted subsidiaries to make payments to us;   •  merge, consolidate or sell substantially all of our assets; and   •  sell assets.
		These covenants are subject to important exceptions and qualifications, and certain of these covenants will not be applicable during any period of time if the exchange notes have an investment grade rating. See “Description of Exchange Notes” in this prospectus.

Risk Factors

See “Risk Factors” for a discussion of certain factors that you should carefully consider before participating in the exchange offer.

 

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Summary Consolidated Historical Financial Data

The following table contains our summary consolidated historical information and other operating data for the five years ended December 31, 2016, 2017, 2018, 2019 and 2020 and the three months ended March 31, 2020 and 2021. We have prepared this information from audited financial statements for the years ended December 31, 2016 through December 31, 2020 and the unaudited financial statements for the three months ended March 31, 2020 and 2021. This information is only a summary. You should read it in conjunction with our historical financial statements and related notes thereto included in this prospectus.

In our opinion, the information for the three months ended March 31, 2020 and 2021 reflects all adjustments, consisting only of normal recurring adjustments, necessary to fairly present our results of operations and financial condition. Results from interim periods should not be considered indicative of results for any other periods or for the year.

This information is only a summary. You should read it in conjunction with our historical financial statements and related notes included in this prospectus, as well as “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

		Year ended December 31,																				Three months ended March 31,
(dollars in thousands)		2016				2017				2018				2019				2020				2020				2021
																						(unaudited)
Statement of operations data:
Net revenues		$	1,500,294			$	1,541,260			$	1,627,222			$	1,753,644			$	1,568,856			$	406,569			$	370,881
Operating expenses:
Direct advertising expenses			525,597				540,880				561,848				590,078				557,661				149,494				131,215
General and administrative expenses			269,423				276,229				289,428				318,380				287,874				82,204				72,649
Corporate expenses			75,994				61,962				82,497				84,229				70,457				18,367				17,623
Depreciation and amortization			204,958				211,104				225,261				250,028				251,296				62,313				60,749
(Gain) loss on disposition of assets			(15,095	)			(4,664	)			7,233				(7,241	)			(9,026	)			(2,504	)			(415	)
Total operating expenses			1,060,877				1,085,511				1,166,267				1,235,474				1,158,262				309,874				281,821
Operating income			439,417				455,749				460,955				518,170				410,594				96,695				89,060
Interest expense, net			123,682				128,390				129,198				149,852				136,826				36,363				27,980
Loss on debt extinguishment			3,198				71				15,429				—				25,235				18,179				21,604
Income before income taxes			312,537				327,288				316,328				368,318				248,533				42,153				39,476
Income tax expense (benefit)			13,356				9,230				10,697				(4,222	)			4,660				1,536				1,010
Net income		$	299,181			$	318,058			$	305,631			$	372,540			$	243,873			$	40,617			$	38,466

 

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		Year ended December 31,																				Three months ended March 31,
(dollars in thousands)		2016				2017				2018				2019				2020				2020				2021
																						(unaudited)
Other financial data (unaudited):
Adjusted EBITDA(1)		$	657,840			$	671,788			$	722,892			$	785,312			$	672,023			$	159,941			$	152,569
Adjusted EBITDA margin(2)			44	%			44	%			44	%			45	%			43	%			39	%			41	%
Ratio of Adjusted EBITDA to interest expense, net(3)			5.3x				5.2x				5.6x				5.2x				4.9x				4.4x				5.5x
Ratio of total debt to Adjusted EBITDA(4)			3.6x				3.8x				4.0x				3.8x				4.4x				—				—
Capital expenditures		$	107,612			$	109,329			$	117,638			$	140,956			$	62,272			$	25,709			$	16,332
Other data (as of end of period)(unaudited):
Total billboard displays			148,828				149,827				156,919				157,790				153,154				157,632				152,621
Total logo displays			143,722				145,061				148,909				151,216				137,120				150,240				136,998

 

		As of December 31,																				As of March 31,
(dollars in thousands)		2016				2017				2018				2019				2020				2020				2021
																						(unaudited)
Balance sheet data(5):
Cash and cash equivalents		$	35,030			$	114,971			$	20,994			$	25,688			$	121,069			$	496,139			$	42,546
Working capital (deficit)			39,691				98,033				(86,699	)			(357,180	)			(160,992	)			251,328				(222,546	)
Total assets			3,882,480				4,197,942				4,527,886				5,924,421				5,774,707				6,376,266				5,633,762
Long-term debt, net of deferred financing costs (including current maturities)			2,349,183				2,556,690				2,888,688				2,980,118				2,886,516				3,551,809				2,840,124
Stockholder’s equity			1,056,386				1,091,098				1,120,196				1,169,531				1,192,844				1,127,224				1,171,810

 

(1)

Adjusted EBITDA is defined as net income (loss) before stock-based compensation, the impact of Accounting Standards Codification (ASC) Topic 842 adoption, capitalized contract fulfillment costs, net, interest expense (income), income tax expense (benefit), depreciation and amortization, (gain) loss on disposition of assets and investments and (gain) loss on extinguishment of debt and investments. Adjusted EBITDA represents a measure that we believe is customarily used by investors and analysts to evaluate the financial performance of companies in the media industry. Our management also believes that Adjusted EBITDA is useful in evaluating our core operating results. However, Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States and should not be considered an alternative to operating income or net income as an indicator of our operating performance or to net cash provided by operating activities as a measure of our liquidity. Because Adjusted EBITDA is not calculated identically by all companies, the presentation in this offering memorandum may not be comparable to those disclosed by other companies. In addition, the definition of Adjusted EBITDA differs from the definition of EBITDA applicable to the covenants for the notes.

Below is a table that reconciles net income to Adjusted EBITDA:

 

		Year Ended December 31,																				Three Months Ended March 31,
(dollars in thousands)		2016				2017				2018				2019				2020				2020				2021
																						(unaudited)
Statement of operations data:
Net income		$	299,181			$	318,058			$	305,631			$	372,540			$	243,873			$	40,617			$	38,466

 

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		Year Ended December 31,																				Three Months Ended March 31,
(dollars in thousands)		2016				2017				2018				2019				2020				2020				2021
																						(unaudited)
Stock-based compensation			28,560				9,599				29,443				29,647				18,772				3,437				3,675
Impact of ASC 842 adoption			—				—				—				3,894				—				—				—
Capitalized contract fulfillment costs, net			—				—				—				(9,186	)			387				—				(500	)
Depreciation and amortization			204,958				211,104				225,261				250,028				251,296				62,313				60,749
(Gain) loss on disposition of assets and investments			(15,095	)			(4,664	)			7,233				(7,241	)			(9,026	)			(2,504	)			(415	)
Interest expense, net			123,682				128,390				129,198				149,852				136,826				36,363				27,980
Loss on debt extinguishment			3,198				71				15,429				—				25,235				18,179				21,604
Income tax (benefit) expense			13,356				9,230				10,697				(4,222	)			4,660				1,536				1,010
Adjusted EBITDA (unaudited)		$	657,840			$	671,788			$	722,892			$	785,312			$	672,023			$	159,941			$	152,569

 

(2)	Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues.

(3)	Ratio of Adjusted EBITDA to interest expense is defined as Adjusted EBITDA divided by net interest expense.

(4)	Ratio of total debt to Adjusted EBITDA is defined as total debt divided by Adjusted EBITDA.

(5)	Certain balance sheet reclassifications were made in order to be comparable to the current year presentation.

 

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RISK FACTORS

In deciding whether to participate in the exchange offer, you should carefully consider the risks described below, which could cause our operating results and financial condition to be materially adversely affected, as well as other information and data included in this prospectus.

Risks Related to the Exchange Offer

Holders who fail to exchange their outstanding notes will continue to be subject to restrictions on transfer and may have reduced liquidity after the exchange offer.

If you do not exchange your outstanding notes in the exchange offer, you will continue to be subject to the restrictions on transfer applicable to the outstanding notes. The restrictions on transfer of your outstanding notes arise because we issued the outstanding notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws, or are offered and sold under an exemption from these requirements. We do not plan to register the outstanding notes under the Securities Act.

Furthermore, we have not conditioned the exchange offer on receipt of any minimum or maximum principal amount of outstanding notes. As outstanding notes are tendered and accepted in the exchange offer, the principal amount of remaining outstanding notes will decrease. This decrease could reduce the liquidity of the trading market for the outstanding notes. We cannot assure you of the liquidity, or even the continuation, of the trading market for the outstanding notes following the exchange offer.

For further information regarding the consequences of not tendering your outstanding notes in the exchange offer, see the discussions below under the captions “The Exchange Offer—Consequences of Failure to Properly Tender Outstanding Notes in the Exchange” and “Material United States Federal Income Tax Considerations.”

You must comply with the exchange offer procedures to receive exchange notes.

Delivery of exchange notes in exchange for outstanding notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

 

•

certificates for outstanding notes or a book-entry confirmation of a book-entry transfer of outstanding notes into the exchange agent’s account at DTC, New York, New York as a depository, including an agent’s message, as defined in this prospectus, if the tendering holder does not deliver a letter of transmittal;

 

•

a complete and signed letter of transmittal, or facsimile copy, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message in place of the letter of transmittal; and

 

•

any other documents required by the letter of transmittal.

Therefore, holders of outstanding notes who would like to tender outstanding notes in exchange for exchange notes should be sure to allow enough time for the necessary documents to be timely received by the exchange agent. We are not required to notify you of defects or irregularities in tenders of outstanding notes for exchange. Outstanding notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and will no longer have the registration and other rights under the registration rights agreement. See “The Exchange Offer—Procedures for Tendering” and “The Exchange Offer—Consequences of Failures to Properly Tender Outstanding Notes in the Exchange.”

Some holders who exchange their outstanding notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

 

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If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities. If you are deemed to have received restricted securities, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

An active trading market may not develop for the exchange notes.

The exchange notes have no established trading market and will not be listed on any securities exchange. The initial purchasers have informed us that they currently intend to make a market in the exchange notes. However, the initial purchasers are not obligated to do so and may discontinue any such market making at any time without notice. The liquidity of any market for the exchange notes will depend upon various factors, including:

 

•

the number of holders of the exchange notes;

 

•

the interest of securities dealers in making a market for the exchange notes;

 

•

the overall market for high yield securities;

 

•

our financial performance or prospects; and

 

•

the prospects for companies in our industry generally.

Accordingly, we cannot assure you that a market or liquidity will develop for the exchange notes. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. We cannot assure you that the market for the exchange notes, if any, will not be subject to similar disruptions. Any such disruptions may adversely affect you as a holder of the exchange notes.

Risks Related to the Exchange Notes

Our substantial debt may adversely affect our business, financial condition and financial results and prevent us from fulfilling our obligations under the exchange notes.

At March 31, 2021, we had approximately $2.84 billion of total debt outstanding, net of deferred financing costs, consisting of approximately $612.5 million in debt outstanding under our senior credit facility, $2.07 billion in various series of senior notes, $154.7 million in debt outstanding under the Accounts Receivable Securitization Program and $2.5 million in other seller notes. Despite the level of debt presently outstanding, the terms of the indentures governing our senior notes and the terms of our senior credit facility and Accounts Receivable Securitization Program allow us to incur substantially more debt, including approximately $710.6 million and $11.4 million available for borrowing as of March 31, 2021 under our senior secured revolving credit facility and Accounts Receivable Securitization Program, respectively.

Our substantial debt and our use of cash flow from operations to make principal and interest payments on our debt may, among other things:

 

•

make it more difficult for us to comply with the financial covenants in our senior credit facility and in our Accounts Receivable Securitization Program, which could result in a default and an acceleration of all amounts outstanding under the facility or under the Accounts Receivable Securitization Program;

 

•

limit the cash flow available to fund our working capital, capital expenditures or other general corporate requirements;

 

•

limit our ability to obtain additional financing to fund future working capital, capital expenditures or other general corporate requirements;

 

•

place us at a competitive disadvantage relative to those of our competitors that have less debt;

 

•

force us to seek and obtain alternate or additional sources of funding, which may be unavailable, or may be on less favorable terms, or may require the consent of lenders under our senior credit facility or the holders of our other debt;

 

21

•

limit our flexibility in planning for, or reacting to, changes in our business and industry; and

 

•

increase our vulnerability to general adverse economic and industry conditions.

Any of these problems could adversely affect our business, financial condition and financial results.

We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, including our obligations under the exchange notes.

Our ability to generate cash flow from operations to make principal and interest payments on our debt, including the exchange notes, will depend on our future performance, which will be affected by a range of economic, competitive and business factors. We cannot control many of these factors, including general economic conditions (including, but not limited to, the impact of the ongoing COVID-19 pandemic on the general economy), our tenants’ allocation of advertising expenditures among available media and the amount spent on advertising in general, and our business would be negatively impacted if the general economy were to deteriorate in the future. If our operations do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may need to borrow additional funds to make these payments or undertake alternative financing plans, such as refinancing or restructuring our debt, or reducing or delaying capital investments and acquisitions. We cannot guarantee that such additional funds or alternative financing will be available on favorable terms, if at all. Our inability to generate sufficient cash flow from operations or obtain additional funds or alternative financing on acceptable terms could have a material adverse effect on our business, financial condition and results of operations.

Restrictions in our debt agreements reduce operating flexibility and contain covenants and restrictions that create the potential for defaults, which could adversely affect our business, financial condition and financial results.

The terms of our senior credit facility and the indentures relating to our existing notes, including the outstanding notes, restrict our and Lamar Advertising’s ability to, among other things:

 

•

incur or repay debt;

 

•

dispose of assets;

 

•

create liens;

 

•

make investments;

 

•

enter into affiliate transactions; and

 

•

pay dividends and make inter-company distributions.

The terms of our senior credit facility and of our Accounts Receivable Securitization Program also restrict us from exceeding a secured debt ratio of 4.50 to 1.00. Please see “Management’s Discussion and Analysis of Financial Conditions and Results of Operations – Liquidity and Capital Resources” for a description of the specific financial ratio requirements under our senior credit facility.

Our ability to comply with the financial covenant in the senior credit facility and in the Accounts Receivable Securitization Program and the indentures governing our existing notes, including the outstanding notes, (and to comply with similar covenants in future agreements) and the exchange notes offered hereby depends on our operating performance, which in turn depends significantly on prevailing economic, financial and business conditions and other factors that are beyond our control. Therefore, despite our best efforts and execution of our strategic plan, we may be unable to comply with these financial covenants in the future.

We and Lamar Advertising are currently in compliance with the financial covenant in our senior credit facility and in the Accounts Receivable Securitization Program. However, if there are adverse changes in the economic environment in the future, these changes may negatively affect our financial results and, in turn, our ability to

 

22

meet these financial covenant requirements. If we fail to comply with our financial covenant, we could be in default under our senior credit facility and under the Accounts Receivable Securitization Program (which could result in an event of default under the indentures governing our existing notes, including the outstanding notes, and the exchange notes offered hereby). In the event of such a default under the senior credit facility, the lenders under the senior credit facility could accelerate all of the debt outstanding, could elect to institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. Any of these events could adversely affect our business, financial condition and financial results. In the event of such a default under the Accounts Receivable Securitization Program, the lenders under the Accounts Receivable Securitization Program could accelerate all of the debt outstanding, could elect to institute foreclosure proceedings against the assets of the Special Purpose Subsidiaries, and the Special Purpose Subsidiaries could be forced into bankruptcy or liquidation. Any of these events could adversely affect our business, financial condition and financial results.

In addition, these restrictions reduce our operating flexibility and could prevent us from exploiting investment, acquisition, marketing, or other time-sensitive business opportunities.

The exchange notes and the subsidiary guarantees will be unsecured and are effectively subordinated to all of our and our subsidiary guarantors’ secured indebtedness.

The exchange notes will not be secured. The lenders under our senior credit facility are currently secured by a pledge of the stock of all of the subsidiary guarantors, a pledge of our stock, and a substantial portion of our and the subsidiary guarantors’ other property (excluding accounts receivable balances and related assets that secure the Accounts Receivable Securitization Program).

If we or any of the subsidiary guarantors declare bankruptcy, liquidate or dissolve, or if payment under our senior credit facility or any of our other secured indebtedness is accelerated, our secured lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the exchange notes. As a result, the exchange notes are effectively subordinated to our and our subsidiaries’ secured indebtedness to the extent of the value of the assets securing that indebtedness and the holders of the exchange notes would in all likelihood recover ratably less than the lenders of our and our subsidiaries’ secured indebtedness in the event of our bankruptcy, liquidation or dissolution. As of March 31, 2021, we had approximately $767.2 million of secured indebtedness outstanding, net of deferred financing costs, and $710.6 million and $11.4 million available for borrowing under our senior secured revolving credit facility and Accounts Receivable Securitization Program, respectively.

Claims of noteholders will be structurally subordinate to claims of creditors of our non-guarantor subsidiaries

As of the date of this prospectus, the exchange notes will not be guaranteed by any of our foreign or less than wholly owned subsidiaries who do not guarantee our senior credit facility or by the Special Purpose Subsidiaries. Claims of holders of the exchange notes will be structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the exchange notes. In the event of a bankruptcy, liquidation or dissolution of any of the non-guarantor subsidiaries, holders of their indebtedness, their trade creditors and holders of their preferred equity will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. However, under some circumstances, the terms of the exchange notes will permit our non-guarantor subsidiaries to incur additional specified indebtedness. As of March 31, 2021, our non-guarantor subsidiaries had approximately $0.5 million in trade payables. The lenders under our Accounts Receivable Securitization Program are currently secured by the accounts receivable balances and certain related assets transferred by certain of our subsidiaries to the Special Purpose Subsidiaries pursuant to the Accounts Receivable Securitization Program. As of March 31, 2021, our non-guarantor subsidiaries had approximately $154.7 million in debt outstanding under the Accounts Receivable Securitization Program, net of deferred financing costs.

 

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Upon a change of control, we may not have the funds necessary to finance the change of control offer required by the indenture governing the notes, which would violate the terms of the exchange notes.

Upon the occurrence of a change of control, holders of the exchange notes will have the right to require us to purchase all or any part of the exchange notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The indentures governing our existing notes, including the outstanding notes, contain similar requirements. We may not have sufficient financial resources available to satisfy all of the obligations under the exchange notes and our existing notes, including the outstanding notes, in the event of a change of control. Further, we will be contractually restricted under the terms of our senior credit facility from repurchasing all of the exchange notes tendered upon a change of control. Accordingly, we may be unable to satisfy our obligations to purchase the exchange notes unless we are able to refinance or obtain waivers under our senior credit facility. Our failure to purchase the exchange notes as required under the indenture would result in a default under the indenture and a cross-default under our senior credit facility, each of which could have material adverse consequences for us and the holders of the exchange notes. In addition, each of the senior credit facility and our Accounts Receivable Securitization Program provides that a change of control is a default that permits lenders to accelerate the maturity of borrowings under it. See “Description of Exchange Notes—Material Covenants—Change of Control.”

Certain covenants contained in the indenture governing the notes will not be applicable during any period in which the exchange notes are rated investment grade.

The indenture governing the notes provides that certain covenants will not apply to us if the exchange notes are rated investment grade by Standard & Poor’s and Moody’s and no default has otherwise occurred and is continuing under the indenture and so long as such notes retain an investment grade rating by both of these rating agencies. The covenants that would be suspended include, among others, limitations on our and our restricted subsidiaries’ ability to pay dividends, incur indebtedness, sell assets, make restricted payments and enter into certain other transactions. Any actions that we take while these covenants are not in force will not result in an event of default with respect to the exchange notes even if the exchange notes are subsequently downgraded below investment grade and such covenants are subsequently reinstated. There can be no assurance that the exchange notes will ever be rated investment grade, or that if they are rated investment grade, the exchange notes will maintain such ratings. See “Description of Exchange Notes—Material Covenants—Effectiveness of Covenants.”

Certain exceptions contained in the indenture governing the notes permit Lamar Advertising to make distributions to maintain its REIT status even when Lamar Advertising could not otherwise make restricted payments under the indenture.

Under the indenture governing the notes, subject to certain exceptions, we are allowed to make restricted payments only if, among other things, we have a ratio of consolidated indebtedness to EBITDA of less than 7.00 to 1.00 on a pro forma basis. However, even when we do not meet such leverage ratio, subject to certain conditions, the indenture permits Lamar Advertising to declare or pay any dividend or make any distribution to its equity holders to fund a dividend or distribution so long as Lamar Advertising believes in good faith that Lamar Advertising qualifies as a REIT and the declaration or payment of any such dividend or the making of any such distribution is necessary to maintain its status as a REIT for any calendar year. For a more complete discussion of the restricted payment and debt incurrence covenants of the indenture applicable to the notes, see “Description of Exchange Notes—Material Covenants—Limitation on Restricted Payments” and “—Limitation on Additional Indebtedness and Preferred Stock of Restricted Securities.”

Federal and state statutes allow courts, under specific circumstances, to void the guarantees of the exchange notes by our subsidiaries and require the holders of the exchange notes to return payments received from the subsidiary guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the subsidiary guarantees could be voided, or claims in respect of the subsidiary guarantees could be subordinated to all other

 

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debts of a subsidiary guarantor if, either, the subsidiary guarantee was incurred with the intent to hinder, delay or defraud any present or future creditors of the subsidiary guarantor or the subsidiary guarantors, at the time it incurred the indebtedness evidenced by its subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness and the subsidiary guarantor either:

 

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was insolvent or rendered insolvent by reason of such incurrence;

 

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was engaged in a business or transaction for which such subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

 

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intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

If a subsidiary guarantee is voided, you will be unable to rely on the applicable subsidiary guarantor to satisfy your claim in the event that we fail to make one or more required payments due on the exchange notes. In addition, any payment by such subsidiary guarantor pursuant to its subsidiary guarantee could be voided and required to be returned to such subsidiary guarantor, or to a fund for the benefit of creditors of such subsidiary guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

 

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the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

 

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the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

 

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it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we and each subsidiary guarantor believe that, after giving effect to the indebtedness incurred in connection with this offering, no subsidiary guarantor will be insolvent, will have unreasonably small capital for the business in which it is engaged or will have incurred debts beyond its ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our or the subsidiary guarantors’ conclusions in this regard.

Risks Related to Our Business and Operations

If we are unable to continue to grow through acquisitions, it could adversely affect our future financial performance. In addition, if we are unable to successfully integrate any completed acquisitions our financial performance would also be adversely affected.

We have historically grown through acquisitions. During the year ended December 31, 2020, we completed acquisitions for a total cash purchase price of approximately $45.6 million. In response to the COVID-19 pandemic, we limited acquisition activity as a means to conserve liquidity in 2020. In 2021, we have begun to resume strategic acquisition activities as the economic conditions caused by the COVID-19 pandemic have begun to improve.

The future success of our acquisition strategy could be adversely affected by many factors, including the following:

 

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the pool of suitable acquisition candidates is dwindling, and we may have a more difficult time negotiating acquisitions on favorable terms;

 

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we may face increased competition for acquisition candidates from other outdoor advertising companies, some of which may have greater financial resources than we do, which may result in higher prices for those businesses and assets;

 

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we may not have access to the capital needed to finance potential acquisitions and may be unable to obtain any required consents from our current lenders to obtain alternate financing;

 

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Lamar Advertising’s compliance with REIT requirements may hinder our ability to make certain investments and may limit our acquisition opportunities;

 

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we may be unable to integrate acquired businesses and assets effectively with our existing operations and systems as a result of unforeseen difficulties that could divert significant time, attention and effort from management that could otherwise be directed at developing existing business;

 

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we may be unable to retain key personnel of acquired businesses;

 

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we may not realize the benefits and cost savings anticipated in our acquisitions; and

 

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as the industry consolidates further, larger mergers and acquisitions may face substantial scrutiny under antitrust laws.

These obstacles to our opportunistic acquisition strategy may have an adverse effect on our future financial results.

We could suffer losses due to asset impairment charges for goodwill and other intangible assets.

We tested goodwill for impairment on December 31, 2020. Based on our review at December 31, 2020, no impairment charge was required. We continue to assess whether factors or indicators become apparent that would require an interim impairment test between our annual impairment test dates. For instance, if our market capitalization is below our equity book value for a period of time without recovery, we believe there is a strong presumption that would indicate a triggering event has occurred and it is more likely than not that the fair value of one or both of our reporting units (logo operations and billboard operations) are below their carrying amount. This would require us to test the reporting units for impairment of goodwill. If this presumption cannot be overcome, a reporting unit could be impaired under ASC 350 “Goodwill and Other Intangible Assets” and a non-cash charge would be required. Any such charge could have a material adverse effect on our net income.

Our logo sign contracts are subject to state award and renewal.

In 2020, we generated approximately 5% of our revenues from state-awarded logo sign contracts. In bidding for these contracts, we compete against other national logo sign providers, as well as numerous smaller, local logo sign providers. As a logo sign provider, we incur significant start-up costs upon being awarded a new contract. These contracts generally have a term of five to ten years, with additional renewal periods. Some states reserve the right to terminate a contract early, and most contracts require the state to pay compensation to us as a logo sign provider for early termination. At the end of the contract term, we, as the logo sign provider, transfer ownership of the logo sign structures to the state. Depending on the contract, we may or may not be entitled to compensation for the structures at the end of the contract term.

Of our 24 logo sign contracts in place at March 31, 2021, four are subject to renewal or expiration in the next twelve months. We may be unable to renew these expiring contracts. We may also lose the bidding on new contracts.

If our contingency plans relating to hurricanes and other natural disasters fail, the resulting losses could hurt our business.

We have determined that it is uneconomical to insure against losses resulting from hurricanes and other natural disasters. Although we have developed contingency plans designed to mitigate the threat posed by hurricanes and other forms of inclement weather to our real estate portfolio (e.g., removing advertising faces at the onset of a

 

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storm, when possible, which better permits the structures to withstand high winds during the storm), these plans could fail and significant losses could result.

Our revenues are sensitive to the state of the economy and financial markets generally and other external events beyond our control.

We rent advertising space on outdoor structures to generate revenues. Advertising spending is particularly sensitive to changes in economic conditions.

Additionally, the occurrence of any of the following external events could depress our revenues:

 

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a widespread reallocation of advertising expenditures to other available media by significant renters of our displays; and

 

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a decline in the amount spent on advertising in general or outdoor advertising in particular.

We face competition from larger and more diversified outdoor advertisers and other forms of advertising that could hurt our performance.

While we enjoy a significant market share in many of our small and medium-sized markets, we face competition from other outdoor advertisers and other media in all of our markets. Although we are one of the largest companies focusing exclusively on outdoor advertising in a relatively fragmented industry, we compete against larger companies with diversified operations, such as television, radio and other broadcast media. These diversified competitors have the advantage of cross-selling complementary advertising products to advertisers.

We also compete against an increasing variety of out-of-home advertising media, such as advertising displays in shopping centers, malls, airports, stadiums, movie theaters and supermarkets, and on taxis, trains and buses. To a lesser extent, we also face competition from other forms of media, including radio, newspapers, direct mail advertising, telephone directories and the Internet. The industry competes for advertising revenue along the following dimensions: exposure (the number of “impressions” an advertisement makes), advertising rates (generally measured in cost-per-thousand impressions), ability to target specific demographic groups or geographies, effectiveness, quality of related services (such as advertising copy design and layout) and customer service. We may be unable to compete successfully along these dimensions in the future, and the competitive pressures that we face could adversely affect our profitability or financial performance.

Federal, state and local regulation impact our operations, financial condition and financial results.

Outdoor advertising is subject to governmental regulation at the federal, state and local levels. Regulations generally restrict the size, spacing, lighting and other aspects of advertising structures and pose a significant barrier to entry and expansion in many markets.

Federal law, principally the Highway Beautification Act of 1965, or the HBA, regulates outdoor advertising on Federal—Aid Primary, Interstate and National Highway Systems roads. The HBA requires states, through the adoption of individual Federal/State Agreements, to “effectively control” outdoor advertising along these roads, and mandates a state compliance program and state standards regarding size, spacing and lighting. These state standards, or their local and municipal equivalents, may be modified over time in response to legal challenges or otherwise, which may have an adverse effect on our business. The HBA requires any state or political subdivision that compels the removal of a lawful billboard along a Federal—Aid Primary or Interstate highway to pay just compensation to the billboard owner.

All states have passed billboard control statutes and regulations at least as restrictive as the federal requirements, including laws requiring the removal of illegal signs at the owner’s expense (and without compensation from the state). Although we believe that the number of our billboards that may be subject to removal as illegal is immaterial, and no state in which we operate has banned billboards entirely, from time to time governments have required us to remove signs and billboards legally erected in accordance with federal, state and local permit

 

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requirements and laws. Municipal and county governments generally also have sign controls as part of their zoning laws and building codes. We contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our outdoor advertising business.

Using federal funding for transportation enhancement programs, state governments have purchased and removed billboards for beautification, and may do so again in the future. Under the power of eminent domain, state or municipal governments have laid claim to property and forced the removal of billboards. Under a concept called amortization by which a governmental body asserts that a billboard operator has earned compensation by continued operation over time, local governments have attempted to force removal of legal but nonconforming billboards (i.e., billboards that conformed to applicable zoning regulations when built but which do not conform to current zoning regulations). Although the legality of amortization is questionable, it has been upheld in some instances. Often, municipal and county governments also have sign controls as part of their zoning laws, with some local governments prohibiting construction of new billboards or allowing new construction only to replace existing structures. Although we have generally been able to obtain satisfactory compensation for those of our billboards purchased or removed as a result of governmental action, there is no assurance that this will continue to be the case in the future.

We also intend to expand the deployment of digital billboards that display static digital advertising copy from various advertisers that change every 6 to 8 seconds. We have encountered some existing regulations that restrict or prohibit these types of digital displays but it has not yet materially impacted our digital deployment. Since digital billboards have been developed and introduced relatively recently into the market on a large scale, however, existing regulations that currently do not apply to them by their terms could be revised or new regulations could be enacted to impose greater restrictions. These regulations may impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety.

Relatively few large scale studies have been conducted to date regarding driver safety issues, if any, related to digital billboards. The results of future studies may result in regulations at the federal or state level that impose greater restrictions on digital billboards. Any new restrictions on digital billboards could have a material adverse effect on both our existing inventory of digital billboards and our plans to expand our digital deployment, which could have a material adverse effect on our business, results of operations and financial condition.

Pandemics or disease outbreaks, such as COVID-19, have affected and are expected to continue to materially affect our business, results of operations and financial condition.

Any outbreaks of contagious diseases and other adverse public health developments could have a significant adverse effect on our business, results of operations and financial condition. The outbreak of COVID-19 in 2020 resulted in the implementation of significant governmental measures to control the spread of the virus, including quarantines, travel restrictions, business shutdowns and restrictions on non-essential activities in the United States and abroad. Such restrictions have had and may continue to have an adverse impact on the volume of vehicles on roadways (particularly in larger markets), pedestrians in airports and riders on public transit, which has temporarily reduced the size of the audience for our advertising in certain jurisdictions. The restrictions have also negatively affected the financial condition of numerous advertising customer segments including, but not limited to, entertainment, retail, restaurant and automotive advertisers, which have temporarily or permanently closed or limited their operations, and caused certain of our advertisers to decrease or eliminate the amount they spend on advertising with us on a temporary basis.

Our business has been affected adversely due to decreased demand for its advertising in jurisdictions that have imposed such restrictions. In the United States, state and local governments have begun to lift certain of these restrictions in many locations, however, the extension of existing measures or implementation of new similar measures may further adversely affect our business in the future. Even if such measures are further relaxed, the perceived risk of infection may continue to alter the behavior of the audience for our advertising, which may continue to negatively affect our business. Such risks are also expected to continue to affect the financial

 

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condition of certain of our advertising customers, which may have a negative effect on our business if advertising customers continue to reduce advertising expenditures generally or for outdoor advertising specifically.

In addition to the above, the general market volatility resulting from the COVID-19 pandemic has caused fluctuations in Lamar Advertising’s stock price.

These and other potential impacts of COVID-19 (or other epidemics, pandemics or other health crises) have and are expected to continue to adversely affect our business, financial condition and results of operations. The ultimate extent of the impact of COVID-19 or any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19 and address its impact, among others. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk factors” section.

We are a wholly owned subsidiary of Lamar Advertising, which is controlled by significant stockholders who have the power to determine the outcome of all matters submitted to Lamar Advertising’s stockholders for approval and whose interests may be different than yours.

As of March 31, 2021, members of the Reilly family, including Kevin P. Reilly, Jr., Lamar Advertising’s Executive Chairman, and Sean Reilly, Lamar Advertising’s and our Chief Executive Officer and President, owned in the aggregate approximately 15% of Lamar Advertising’s common stock, assuming the conversion of all Class B common stock to Class A common stock. As of that date, their combined holdings represented approximately 63% of the voting power of Lamar Advertising’s outstanding capital stock, which would give the Reilly family the power to:

 

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elect Lamar Advertising’s entire Board of Directors;

 

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control Lamar Advertising’s management and policies; and

 

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determine the outcome of any corporate transaction or other matter requiring the approval of Lamar Advertising’s stockholders, including charter amendments, mergers, consolidations, financings and asset sales.

The Reilly family may have interests that are different than yours as holders of the exchange notes in making these decisions.

If our parent, Lamar Advertising, fails to remain qualified as a REIT, both Lamar Advertising and Lamar Media would be taxed as regular C corporations and would not be able to deduct distributions to the stockholders of Lamar Advertising when computing their taxable income.

Our parent, Lamar Advertising, elected to qualify as a REIT for U.S. federal income tax purposes starting with its taxable year ended December 31, 2014 and for each subsequent taxable year thereafter. REIT qualification involves the application of highly technical and complex provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) to Lamar Advertising’s assets and operations as well as various factual determinations concerning matters and circumstances not entirely within its control. There are limited judicial or administrative interpretations of these provisions. Although Lamar Advertising plans to operate in a manner consistent with the REIT qualification rules, we cannot assure you that it will so qualify or remain so qualified. Lamar Media is treated as a qualified REIT subsidiary of Lamar Advertising that is disregarded as separate from its parent REIT for U.S. federal income tax purposes.

If, in any taxable year, Lamar Advertising fails to qualify for taxation as a REIT, and is not entitled to relief under the Code:

 

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it will not be allowed a deduction for distributions to its stockholders in computing its taxable income;

 

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it and its subsidiaries, including Lamar Media, will be subject to applicable federal and state income tax, including any applicable state-level alternative minimum tax, on its taxable income at regular corporate rates; and

 

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it would be disqualified from REIT tax treatment for the four taxable years following the year during which it was so disqualified.

Any such corporate tax liability could be substantial and would reduce the amount of cash available for distributions to Lamar Advertising’s stockholders, may require Lamar Advertising to borrow funds (under Lamar Media’s senior credit facility or otherwise) or liquidate some investments to pay any such additional tax liability which may affect Lamar Media’s ability to service debt, including the exchange notes offered hereby. This adverse impact could last for five or more years because, unless it is entitled to relief under certain statutory provisions, it will be taxable as a corporation, beginning in the year in which the failure occurs, and it will not be allowed to re-elect to be taxed as a REIT for the following four years.

Even if it qualifies as a REIT, certain of Lamar Advertising’s and its subsidiaries’ business activities, including those of Lamar Media, will be subject to U.S. and foreign taxes, which will continue to reduce its cash flows, and it will have potential deferred and contingent tax liabilities.

Even if it qualifies as a REIT, Lamar Advertising may be subject to certain U.S. federal, state and local taxes and foreign taxes on its income and assets, including any applicable state-level alternative minimum taxes, taxes on any undistributed income, and state, local or foreign income, franchise, property and transfer taxes. In addition, Lamar Advertising could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT which may affect Lamar Media’s ability to service debt, including the exchange notes offered hereby.

In order to maintain its qualification as a REIT, Lamar Advertising holds certain of its non-qualifying REIT assets and receives certain non-qualifying items of income through one or more taxable REIT subsidiaries (“TRS”). These non-qualifying REIT assets consist principally of our advertising services business and transit advertising business. Those TRS assets and operations will continue to be subject, as applicable, to U.S. federal and state corporate income taxes. Furthermore, our assets and operations outside the United States are subject to foreign taxes in the jurisdictions in which those assets and operations are located. In addition, we may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm’s-length basis. Any of these taxes would decrease Lamar Media’s and Lamar Advertising’s earnings and the cash available for payments on the exchange notes.

Lamar Advertising was subject to a U.S. federal income tax at the highest regular corporate rate (currently 21%) on all or a portion of the gain recognized from a sale of assets occurring within five years after the effective date of its REIT conversion, to the extent of the built-in gain based on the fair market value of those assets held by Lamar Advertising on the effective date of REIT conversion in excess of its then tax basis in those assets. Such five-year period has expired with respect to Lamar Advertising but certain tax years for which this rule applied remain open such that additional taxes could be assessed with respect to sales in those tax years. The same rules apply to any assets it acquires from a “C” corporation in a carry-over basis transaction with built-in gain at the time of the acquisition by it. Gain from a sale of an asset occurring after the specified period ends will not be subject to this corporate level tax.

Failure to make sufficient distributions would jeopardize Lamar Advertising’s qualification as a REIT and/or would subject it to U.S. federal income and excise taxes.

As a REIT, Lamar Advertising is required to distribute to its stockholders with respect to each taxable year at least 90% of its REIT taxable income (excluding capital gains and net of any available net operating loss carry forwards) in order to qualify as a REIT, and 100% of its REIT taxable income (excluding capital gains and net of any available net operating loss carry forwards) in order to avoid U.S. federal income and excise taxes. For these

 

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purposes, Lamar Advertising’s subsidiaries that are not TRSs, including Lamar Media, will be treated as part of the REIT and therefore Lamar Advertising also will be required to distribute out their taxable income.

Because the REIT distribution requirements will prevent us from retaining earnings, we may be required to refinance debt, including the exchange notes offered hereby, at maturity with additional debt or equity, which may not be available on acceptable terms, or at all.

Covenants specified in our existing and future debt instruments may limit Lamar Advertising’s ability to make required REIT distributions.

Our senior credit facility and the indentures governing our existing notes, including the outstanding notes, and the exchange notes being offered hereby contain certain covenants that could limit Lamar Advertising’s distributions to its stockholders. If these limits prevent Lamar Advertising from satisfying its REIT distribution requirements, it could fail to qualify for taxation as a REIT. If these limits do not jeopardize its qualification for taxation as a REIT but do nevertheless prevent it from distributing 100% of its REIT taxable income, it will be subject to U.S. federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts.

Lamar Advertising and its subsidiaries may be required to borrow funds, sell assets, or raise equity to satisfy its REIT distribution requirements or maintain the asset tests.

In order to meet the REIT distribution requirements and maintain its qualification and taxation as a REIT and avoid corporate income taxes, Lamar Advertising and/or its subsidiaries, including Lamar Media, may need to borrow funds, sell assets or raise equity, even if the then prevailing market conditions are not favorable for these borrowings, sales or offerings. Any insufficiency of its cash flows to cover Lamar Advertising’s REIT distribution requirements could require it to raise short- and long-term debt, to sell assets, or to offer equity securities in order to fund distributions required to maintain its qualification and taxation as a REIT and avoid corporate income taxes. Furthermore, the REIT distribution requirements may increase the financing Lamar Advertising needs to fund capital expenditures, future growth and expansion initiatives. This would increase its total leverage.

In addition, if Lamar Advertising fails to comply with certain asset tests at the end of any calendar quarter, it must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification. As a result, it may be required to liquidate otherwise attractive investments. These actions may reduce its income and amounts available for distribution to its stockholders which may affect Lamar Media’s ability to service debt, including the exchange notes offered hereby.

Complying with REIT requirements may cause Lamar Advertising and its subsidiaries (other than TRSs) to forego otherwise attractive opportunities.

To qualify as a REIT for U.S. federal income tax purposes, Lamar Advertising must continually satisfy tests concerning, among other things, the sources of its income, the nature and diversification of its assets, the amounts it distributes to its stockholders and the ownership of Lamar Advertising common stock. For these purposes, Lamar Advertising is treated as owning the assets of and receiving or accruing the income of its subsidiaries (other than TRSs). Thus, compliance with these tests will require Lamar Advertising and its subsidiaries to refrain from certain activities and may hinder their ability to make certain attractive investments, including investments in the businesses to be conducted by TRSs, and to that extent limit their opportunities. Furthermore, acquisition opportunities in domestic and international markets may be adversely affected if Lamar Advertising needs or requires the target company to comply with certain REIT requirements prior to closing.

Prospective investors should consult with their tax advisors regarding the effects of the Tax Cuts and Jobs Act and the CARES Act.

On December 22, 2017, H.R. 1, informally titled the Tax Cuts and Jobs Act (the “TCJA”) was signed into law. The TCJA made major changes to the Code, including a number of provisions of the Code that affect the taxation

 

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of REITs and their stockholders. Among the changes made by the TCJA are permanently reducing the generally applicable corporate tax rate, generally reducing the tax rate applicable to individuals and other non-corporate taxpayers for tax years beginning after December 31, 2017 and before January 1, 2026, eliminating or modifying certain previously allowed deductions (including substantially limiting interest deductibility and, for individuals, the deduction for non-business state and local taxes). On March 27, 2020, legislation intended to support the economy during the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), was signed into law. The CARES Act made technical corrections, or temporary modifications, to certain of the provisions of the TJCA, including, without limitation, the provisions of the TCJA concerning net operating losses (“NOLs”) and interest expense deductions. Certain CARES Act related interest expense deduction changes are discussed in the following subsection. With respect to NOLs, effective for taxable years beginning on or after January 1, 2018, the TCJA limited the deduction for NOL carryforwards to 80% of taxable income (before the deduction) and eliminated NOL carrybacks for individuals and non-REIT corporations (NOL carrybacks did not apply to REITs under prior law), but allows for indefinite NOL carryforwards. The CARES Act repealed such 80% limitation for carryforwards to taxable years beginning before January 1, 2021. The CARES Act also allows a five-year carryback for NOLs arising in 2018, 2019, or 2020. The TCJA’s NOL limitations (even as modified by the CARES Act) may result in Lamar Advertising having to make additional distributions in order to comply with REIT distribution requirements or avoid taxes on retained income and gains.

The individual and collective impact of the changes made by the TCJA and the CARES Act on REITs and their security holders are uncertain and may not become evident for some period of time. The effect of any technical corrections with respect to the TCJA and CARES Act could have an adverse effect on us, Lamar Advertising, its subsidiaries, and holders of our notes. It is also possible additional legislation could be enacted in the future as a result of the COVID-19 pandemic or otherwise which could have an adverse effect on Lamar Advertising, its subsidiaries, and holders of our notes. Investors should consult their tax advisors regarding the implications of the TCJA and the CARES Act on their investment in the exchange notes being offered hereby.

Lamar Advertising may potentially be unable to deduct the full amount of its interest expense pursuant to the TCJA and the CARES Act.

For taxable years beginning after December 31, 2017, interest deductions for businesses with average annual gross receipts of over $25 million are capped at 30% of the business’ “adjusted taxable income” plus business interest income pursuant to the TCJA. For these purposes, for taxable years beginning after December 31, 2017 and before January 1, 2022, “adjusted taxable income” is computed without regard to deductions allowable for depreciation, amortization, or depletion. The CARES Act increased the aforementioned 30% limitation to 50% for taxable years beginning in 2019 or 2020 and permitted an entity to elect to use its 2019 adjusted taxable income to calculate the applicable limitation for its 2020 taxable year. For taxable years beginning after December 31, 2021, “adjusted taxable income” is calculated by taking deductions allowable for depreciation, amortization, or depletion into account. This limitation, however, does not apply to an “electing real property trade or business.” As a REIT, Lamar Advertising would generally constitute a real property trade or businesses, and thus would retain the ability to fully deduct interest expenses if it makes such an election. However, an entity making such an election must use a longer depreciation cost recovery period for its property. Lamar Advertising has not made such election to date and has not yet determined whether it will make such election at a later date.

Legislative changes or other actions affecting REITs could have a negative effect on Lamar Advertising and its subsidiaries, including Lamar Media.

At any time, the U.S. federal income tax laws governing REITs or the administrative and judicial interpretations of those laws may be amended or interpreted in a different manner. Federal and state tax laws are constantly under review by persons involved in the legislative process, the IRS, the U.S. Department of the Treasury, and state taxing authorities. Additional changes to the tax laws, regulations and administrative and judicial interpretations, which may have retroactive application, could adversely affect Lamar Advertising and its subsidiaries. We cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax

 

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laws, regulations and administrative and judicial interpretations applicable to Lamar Advertising may be changed. Accordingly, we cannot assure you that any such change will not significantly affect Lamar Advertising’s ability to qualify for taxation as a REIT or the U.S. federal income tax consequences to it of such qualification.

The ability of the Board of Directors of Lamar Advertising to revoke its REIT election, without stockholder approval, may cause adverse consequences to Lamar Media.

The Lamar Advertising charter provides that the Board of Directors may revoke or otherwise terminate the REIT election, without the approval of its stockholders, if the board determines that it is no longer in Lamar Advertising’s best interest to continue to qualify as a REIT. If Lamar Advertising ceases to be a REIT, it and certain of its subsidiaries, including Lamar Media, will be subject to U.S. federal income tax at regular corporate rates and applicable state and local corporate taxes.

 

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement. See “Registration Rights Agreement.” We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes. The form and terms of the exchange notes are identical in all respects to the form and terms of the outstanding notes, except the offer and exchange of the exchange notes have been registered under the Securities Act and the exchange notes will not have restrictions on transfer, registration rights or provisions for additional cash interest. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

On January 22, 2021, we received approximately $542.5 million of net proceeds from our sale of the outstanding notes, after deducting the initial purchasers’ discount and other offering expenses. We used the net proceeds of the offering, together with cash on hand and borrowing under our senior secured revolving credit facility and Accounts Receivable Securitization Program, to redeem all of our outstanding $650.0 million aggregate principal amount of 2026 Notes (which bear interest at a rate of 5.75% and mature on February 1, 2026).

See “Description of Material Indebtedness” for a summary of the terms of our outstanding debt.

 

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CAPITALIZATION

The following table sets forth our capitalization at March 31, 2021.

You should read this table in conjunction with the information under the headings “Prospectus Summary—Recent Developments”, “Use of Proceeds”, “Summary Historical Consolidated Financial Data,” “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, which are included in this prospectus.

 

		As of March 31, 2021
(dollars in thousands)		Actual (unaudited)
Cash and cash equivalents		$	42,546
Current maturities of long term debt, net of deferred financing costs(1)			155,039
Long-term debt, net of deferred financing costs, including current maturities:
Senior Credit Facility(2)			612,526
Accounts Receivable Securitization Program(1)			154,667
3 5/8% Senior Notes due 2031			542,059
3 3/4% Senior Notes due 2028			592,214
4% Senior Notes due 2030			541,563
4 7/8% Senior Notes due 2029			394,554
Other long-term debt			2,541
Total long-term debt, including current maturities			2,840,124
Total stockholder’s equity			1,171,810
Total capitalization			4,011,934

 

(1)	Includes borrowings under the Accounts Receivable Securitization Program, as adjusted. Additional borrowing capacity under Accounts Receivable Securitization Program as of March 31, 2021 is $11.4 million.

(2)	Additional borrowing capacity under our revolving senior credit facility as of March 31, 2021 is $710.6 million.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table contains our selected historical consolidated information and other operating data for the five years ended December 31, 2016, 2017, 2018, 2019 and 2020 and the three months ended March 31, 2020 and 2021. We have prepared this information from audited financial statements for the years ended December 31, 2016 through December 31, 2020 and the unaudited financial statements for the three months ended March 31, 2020 and 2021. This information is only a summary. You should read it in conjunction with our historical financial statements and related notes thereto included in this prospectus.

In our opinion, the information for the three months ended March 31, 2020 and 2021 reflects all adjustments, consisting only of normal recurring adjustments, necessary to fairly present our results of operations and financial condition. Results from interim periods should not be considered indicative of results for any other periods or for the year.

This information is only a summary. You should read it in conjunction with our historical financial statements and related notes included in this prospectus, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

		Year ended December 31,																				Three months ended March 31,
(dollars in thousands)		2016				2017				2018				2019				2020				2020				2021
																						(unaudited)
Statement of operations data:
Net revenues		$	1,500,294			$	1,541,260			$	1,627,222			$	1,753,644			$	1,568,856			$	406,569			$	370,881
Operating expenses:
Direct advertising expenses			525,597				540,880				561,848				590,078				557,661				149,494				131,215
General and administrative expenses			269,423				276,229				289,428				318,380				287,874				82,204				72,649
Corporate expenses			75,994				61,962				82,497				84,229				70,457				18,367				17,623
Depreciation and amortization			204,958				211,104				225,261				250,028				251,296				62,313				60,749
(Gain) loss on disposition of assets			(15,095	)			(4,664	)			7,233				(7,241	)			(9,026	)			(2,504	)			(415	)
Total operating expenses			1,060,877				1,085,511				1,166,267				1,235,474				1,158,262				309,874				281,821
Operating income			439,417				455,749				460,955				518,170				410,594				96,695				89,060
Interest expense, net			123,682				128,390				129,198				149,852				136,826				36,363				27,980
Loss on debt extinguishment			3,198				71				15,429				—				25,235				18,179				21,604
Income before income taxes			312,537				327,288				316,328				368,318				248,533				42,153				39,476
Income tax expense (benefit)			13,356				9,230				10,697				(4,222	)			4,660				1,536				1,010
Net income		$	299,181			$	318,058			$	305,631			$	372,540			$	243,873			$	40,617			$	38,466

 

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		Year ended December 31,																				Three months ended March 31,
(dollars in thousands)		2016				2017				2018				2019				2020				2020				2021
																						(unaudited)
Other data (as of end of period) (unaudited):
Total billboard displays			148,828				149,827				156,919				157,790				153,154				157,632				152,621
Total logo displays			143,722				145,061				148,909				151,216				137,120				150,240				136,998
Balance sheet data(1):
Cash and cash equivalents		$	35,030			$	114,971			$	20,994			$	25,688			$	121,069			$	496,139			$	42,546
Working capital (deficit)			39,691				98,033				(86,699	)			(357,180	)			(160,992	)			251,328				(222,546	)
Total assets			3,882,480				4,197,942				4,527,886				5,924,421				5,774,707				6,376,266				5,633,762
Long-term debt, net of deferred financing costs (including current maturities)			2,349,183				2,556,690				2,888,688				2,980,118				2,886,516				3,551,809				2,840,124
Stockholder’s equity			1,056,386				1,091,098				1,120,196				1,169,531				1,192,844				1,127,224				1,171,810

 

(1)	Certain balance sheet reclassifications were made in order to be comparable to the current year presentation.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Overview

Our net revenues are derived primarily from the rental of advertising space on outdoor advertising displays that we own and operate. Revenue growth is based on many factors that include our ability to increase occupancy of our existing advertising displays; raise advertising rates; and acquire new advertising displays and our operating results are therefore affected by general economic conditions, as well as trends in the advertising industry. Advertising spending is particularly sensitive to changes in general economic conditions which affect the rates that we are able to charge for advertising on our displays and our ability to maximize advertising sales or occupancy on our displays.

Impact of the COVID-19 Pandemic

The unprecedented and rapid spread of COVID-19 and the related government-imposed restrictions and social distancing measures implemented throughout the world have reduced demand for out-of-home advertising. Beginning in late March 2020, large public events were cancelled, and governments began imposing restrictions on non-essential activities, which in turn led to advertisers suspending, delaying or cancelling their advertising campaigns. While government-imposed restrictions have eased, they continue to have an adverse impact on the volume of vehicles on roadways (particularly in larger markets), pedestrians in airports and riders on public transit and numerous advertising customer segments including, but not limited to, entertainment, retail, restaurant and amusement advertisers.

As a result, demand for billboard, transit and airport advertising declined, which has had an adverse impact on our revenues and financial position. The decrease in outdoor advertising demand during the three months ended March 31, 2021 resulted in a 8.8% decrease in our consolidated net revenues as compared to the same period in 2020. As revenues declined, we responded through a variety of cost saving and liquidity measures, which included reductions in our transit and airport franchise costs and billboard lease costs. As a result of these cost saving measures, our consolidated operating costs (exclusive of depreciation and amortization and gain on disposition of assets) decreased by $28.6 million, or 11.4%, for the three months ended March 31, 2021 over the same period in 2020.

We observed an improvement in customer activity beginning in June 2020 and through March 2021 as the government-imposed restrictions on travel were eased and more of the population became vaccinated. Accordingly, we are not actively pursuing additional cost saving measures, and are resuming acquisition activities and spending on capital projects. However, we cannot predict the length or strength of the recovery in advertising demand due to continued impact of the pandemic on the overall U.S. and global economy, and new or renewed government-imposed restrictions on travel that may be enacted in the future.

We will continue to evaluate the impact of the COVID-19 pandemic on our business and we may access the debt and/or equity capital markets for additional liquidity, if necessary.

Lamar Advertising’s management and Board of Directors are continuing to evaluate our quarterly dividend plans for 2021. This evaluation includes ensuring Lamar Advertising remains in compliance with its REIT dividend requirements for the year. On February 25, 2021, the Board of Directors of Lamar Advertising declared a quarterly cash dividend of $0.75 per common share, paid on March 31, 2021. On May 20, 2021, Lamar Advertising’s Board of Directors declared a quarterly cash dividend of $0.75 per common share, paid on June 30, 2021.

As of March 31, 2021, we did not incur any impairment charges related to goodwill or long-lived assets (including operating lease right of use assets). We also did not incur any significant credit losses for the three months ended March 31, 2021.

 

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While some of our corporate, front office and sales workforce continues to work from home, a large majority have returned to their offices while adhering to the Centers for Disease Control and Prevention and state and local governmental guidelines and recommendations. The impacts of working from home have been minimal on productivity. Also, while working from home has minimally impacted our processes, there have been no material impacts to our internal control environment.

We continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders.

Acquisitions and capital expenditures

Historically, we have made strategic acquisitions of outdoor advertising assets to increase the number of outdoor advertising displays we operate in existing and new markets. We continue to evaluate and pursue strategic acquisition opportunities as they arise. We have financed our historical acquisitions and intend to finance any future acquisition activity from available cash, borrowings under our senior credit facility or the issuance of debt or equity securities. See “Liquidity and Capital Resources-Sources of Cash” for more information. During the three months ended March 31, 2021, we completed acquisitions for a total cash purchase price of approximately $3.3 million. See Uses of Cash – Acquisitions for more information.

Our business requires expenditures for maintenance and capitalized costs associated with the construction of new billboard displays, the entrance into and renewal of logo sign and transit contracts, and the purchase of real estate and operating equipment. The following table presents a breakdown of capitalized expenditures for the three months ended March 31, 2021 and 2020:

 

		Three Months Ended March 31,
		2021				2020
Total capital expenditures:
Billboard — traditional		$	2,767			$	6,520
Billboard — digital			9,074				11,575
Logos			1,923				2,875
Transit			453				1,566
Land and buildings			974				1,236
Operating equipment			1,141				1,937
Total capital expenditures		$	16,332			$	25,709

Non-GAAP Financial Measures

Our management reviews our performance by focusing on several key performance indicators not prepared in conformity with Generally Accepted Accounting Principles in the United States (“GAAP”). We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

Included in our analysis of our results of operations are discussions regarding earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts, adjusted funds from operations (“AFFO”) and acquisition-adjusted net revenue.

We define adjusted EBITDA as net income before income tax expense (benefit), interest expense (income), loss (gain) on extinguishment of debt and investments, stock-based compensation, depreciation and amortization, gain or loss on disposition of assets and investments and capitalized contract fulfillment costs, net.

 

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FFO is defined as net income before gains or losses from the sale or disposal of real estate assets and investments and real estate related depreciation and amortization and including adjustments to eliminate unconsolidated affiliates and non-controlling interest.

We define AFFO as FFO before (i) straight-line income and expense; (ii) capitalized contract fulfillment costs, net (iii) stock-based compensation expense; (iv) non-cash portion of tax expense (benefit); (v) non-real estate related depreciation and amortization; (vi) amortization of deferred financing costs; (vii) loss on extinguishment of debt; (viii) non-recurring infrequent or unusual losses (gains); (ix) less maintenance capital expenditures; and (x) an adjustment for unconsolidated affiliates and non-controlling interest.

Acquisition-adjusted net revenue adjusts our net revenue for the prior period by adding to it the net revenue generated by the acquired assets before our acquisition of these assets for the same time frame that those assets were owned in the current period. In calculating acquisition-adjusted revenue, therefore, we include revenue generated by assets that we did not own in the period but acquired in the current period. We refer to the amount of pre-acquisition revenue generated by the acquired assets during the prior period that corresponds with the current period in which we owned the assets (to the extent within the period to which this report relates) as “acquisition net revenue”. In addition, we also adjust the prior period to subtract revenue generated by the assets that have been divested since the prior period and, therefore, no revenue derived from those assets is reflected in the current period.

Adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue are not intended to replace net income or any other performance measures determined in accordance with GAAP. Neither FFO nor AFFO represent cash flows from operating activities in accordance with GAAP and, therefore, these measures should not be considered indicative of cash flows from operating activities as a measure of liquidity or of funds available to fund our cash needs, including our ability to make cash distributions. Rather, adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue are presented as we believe each is a useful indicator of our current operating performance. We believe that these metrics are useful to an investor in evaluating our operating performance because (1) each is a key measure used by our management team for purposes of decision making and for evaluating our core operating results; (2) adjusted EBITDA is widely used in the industry to measure operating performance as depreciation and amortization may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved; (3) acquisition-adjusted net revenue is a supplement to net revenue to enable investors to compare period over period results on a more consistent basis without the effects of acquisitions and divestures, which reflects our core performance and organic growth (if any) during the period in which the assets were owned and managed by us; (4) adjusted EBITDA, FFO and AFFO each provide investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items that are not operational in nature; and (5) each provides investors with a measure for comparing our results of operations to those of other companies.

Our measurement of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue to net income, the most directly comparable GAAP measure, have been included herein.

Results of Operations

The comparison of fiscal year 2019 to 2018 has been omitted from this registration statement on Form S-4, but can be found in our and Lamar Advertising’s Form 10-K for the fiscal year ended December 31, 2020, filed on February 26, 2021.

Three months ended March 31, 2021 compared to three months ended March 31, 2020

Net revenues decreased $35.7 million or 8.8% to $370.9 million for the three months ended March 31, 2021 from $406.6 million for the same period in 2020. This decrease was primarily attributable to a decrease in billboard

 

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and transit net revenues of $21.3 million and $12.4 million, respectively, over the same period in 2020, which related to the effects of the ongoing COVID-19 pandemic.

For the three months ended March 31, 2021, there was a $33.3 million decrease in net revenues as compared to acquisition-adjusted net revenue for the three months ended March 31, 2020, which represents a decrease of 8.2%. See “Reconciliations” below. The $33.3 million decrease in revenue is primarily due to a $21.8 million and $11.2 million decrease in billboard and transit net revenues, respectively, which are due to the effects of the ongoing COVID-19 pandemic.

Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, decreased $28.6 million, or 11.4%, to $221.5 million for the three months ended March 31, 2021 from $250.1 million in the same period in 2020. The $28.6 million decrease over the prior year is comprised of a $28.8 million decrease in total direct, general and administrative and corporate expenses (excluding stock-based compensation) primarily related to the operations of our outdoor advertising assets, offset by a $0.2 million increase in stock-based compensation.

Depreciation and amortization expense decreased $1.6 million to $60.7 million for the three months ended March 31, 2021 as compared to $62.3 million for the same period in 2020.

For the three months ended March 31, 2021, we recognized a gain on disposition of assets of $0.4 million, primarily resulting from transactions related to billboard locations.

Due to the above factors, operating income decreased by $7.6 million to $89.1 million for the three months ended March 31, 2021 as compared to $96.7 million for the same period in 2020.

We recognized a loss on debt extinguishment of $21.6 million for the three months ended March 31, 2021, a $3.4 million increase over the same period in 2020. The loss on debt extinguishment during the three months ended March 31, 2021 relates to the early repayment of our 5 3/4% Senior Notes during the period.

Interest expense decreased $8.4 million for the three months ended March 31, 2021 to $28.2 million as compared to $36.6 million for the three months ended March 31, 2020. The decrease is primarily related to our debt transactions completed in 2020 and 2021, as well as a reduction in our senior credit facility interest rates.

The decrease in operating income and increase in loss on extinguishment of debt, offset by the decrease in interest expense, resulted in a $2.7 million decrease in net income before income taxes. The effective tax rate for the three months ended March 31, 2021 was 2.6%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.

As a result of the above factors, we recognized net income for the three months ended March 31, 2021 of $38.5 million, as compared to net income of $40.6 million for the same period in 2020.

Reconciliations:

Because acquisitions occurring after December 31, 2019 (the “acquired assets”) have contributed to our net revenue results for the periods presented, we provide 2020 acquisition-adjusted net revenue, which adjusts our 2020 net revenue for the three months ended March 31, 2020 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the three months ended March 31, 2021.

Reconciliations of 2020 reported net revenue to 2020 acquisition-adjusted net revenue for the three months ended March 31, as well as a comparison of 2020 acquisition-adjusted net revenue to 2021 reported net revenue for the three months ended March 31, are provided below:

 

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Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue

 

		Three Months Ended March 31,
		2021				2020
		(in thousands)
Reported net revenue		$	370,881			$	406,569
Acquisition net revenue			—				(2,401	)
Adjusted totals		$	370,881			$	404,168

Key Performance Indicators

Net Income/Adjusted EBITDA

(in thousands)

 

		Three Months Ended March 31,								Amount of Increase (Decrease)				Percent Increase (Decrease)
		2021				2020
Net income		$	38,466			$	40,617			$	(2,151	)			(5.3	)%
Income tax expense			1,010				1,536				(526	)
Loss on debt extinguishment			21,604				18,179				3,425
Interest expense (income), net			27,980				36,363				(8,383	)
Gain on disposition of assets			(415	)			(2,504	)			2,089
Depreciation and amortization			60,749				62,313				(1,564	)
Capitalized contract fulfillment costs, net			(500	)			—				(500	)
Stock-based compensation expense			3,675				3,437				238
Adjusted EBITDA		$	152,569			$	159,941			$	(7,372	)			(4.6	)%

Adjusted EBITDA for the three months ended March 31, 2021 decreased 4.6% to $152.6 million. The decrease in adjusted EBITDA was primarily attributable to a decrease in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $16.9 million, and was offset by a decrease in total general and administrative and corporate expenses of $10.5 million, excluding the impact of stock-based compensation expense.

Net Income/FFO/AFFO

(in thousands)

 

		Three Months Ended March 31,								Amount of Increase (Decrease)				Percent Increase (Decrease)
		2021				2020
Net income		$	38,466			$	40,617			$	(2,151	)			(5.3	)%
Depreciation and amortization related to real estate			57,963				59,364				(1,401	)
Gain from sale or disposal of real estate, net of tax			(383	)			(2,543	)			2,160
Adjustments for unconsolidated affiliates and non-controlling interest			153				249				(96	)
FFO		$	96,199			$	97,687			$	(1,488	)			(1.5	)%
Straight line expense			775				1,054				(279	)

 

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		Three Months Ended March 31,								Amount of Increase (Decrease)				Percent Increase (Decrease)
		2021				2020
Capitalized contract fulfillment costs, net			(500	)			—				(500	)
Stock-based compensation expense			3,675				3,437				238
Non-cash portion of tax provision			(1,020	)			(419	)			(601	)
Non-real estate related depreciation and amortization			2,787				2,949				(162	)
Amortization of deferred financing costs			1,371				1,378				(7	)
Loss on extinguishment of debt			21,604				18,179				3,425
Capital expenditures – maintenance			(7,904	)			(10,629	)			2,725
Adjustments for unconsolidated affiliates and non-controlling interest			(153	)			(249	)			96
AFFO		$	116,834			$	113,387			$	3,447				3.0	%

FFO for the three months ended March 31, 2021 decreased from $97.7 million in 2020 to $96.2 million for the same period in 2021, a decrease of 1.5%. AFFO for the three months ended March 31, 2021 increased 3.0% to $116.8 million as compared to $113.4 million for the same period in 2020. The increase in AFFO was primarily attributable to the decrease in total general and administrative and corporate expenses (excluding the effect of stock-based compensation expense) offset by a decrease in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net).

Year ended December 31, 2020 compared to Year ended December 31, 2019

Net revenues decreased $184.8 million or 10.5% to $1.57 billion for the year ended December 31, 2020 from $1.75 billion for the same period in 2019. This decrease was attributable primarily to a decrease in billboard and transit net revenues of $134.3 million and $49.2 million, respectively, over the prior period, which is primarily related to the effects of the ongoing COVID-19 pandemic.

Net revenues for the year ended December 31, 2020, as compared to acquisition-adjusted net revenues for the comparable period in 2019, decreased $191.2 million, or 10.9%. The $191.2 million decrease in net revenues is primarily due to a $146.9 million and $46.9 million decrease in billboard and transit net revenues, respectively, which are due to the effects of the ongoing pandemic. The decrease in billboard and transit net revenues was slightly offset by an increase of $2.6 million in logo net revenues. See “Reconciliations” below.

Total operating expenses, exclusive of depreciation and amortization and (gain) loss on disposition of assets, decreased $76.7 million, or 7.7% to $916.0 million for the year ended December 31, 2020 from $992.7 million in the same period in 2019. The $76.7 million decrease over the prior year is primarily comprised of a decrease in total direct, general and administrative and corporate expenses (excluding stock-based compensation) of $65.8 million primarily related to reductions in our billboard lease costs, transit and airport franchise costs, as well as reductions in our workforce.

Depreciation and amortization expense increased $1.3 million to $251.3 million for the year ended December 31, 2020 as compared to $250.0 million for the same period in 2019.

For the year ended December 31, 2020, we recognized a gain on disposition of assets of $9.0 million as compared to a gain on disposition of assets of $7.2 million for the same period in 2019. The gain on disposition of assets for the year ended December 31, 2020 was primarily from gains on the sale of billboard assets of $4.5 million and a $3.2 million gain from the sale of our aircraft in December 2020.

Due primarily to the above factors, operating income decreased $107.6 million to $410.6 million for the year ended December 31, 2020 compared to $518.2 million for the same period in 2019.

 

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During the year ended December 31, 2020, we recorded a $25.2 million loss on debt extinguishment related to our early repayment of its 5 3/8% Senior Notes and 5% Senior Subordinated Notes and refinancing of the senior credit facility. The $25.2 million loss is comprised of a cash redemption premium and fees of $14.3 million and a non-cash write off of unamortized deferred financing costs of approximately $10.9 million.

Interest expense decreased $13.0 million for the year ended December 31, 2020 to $137.6 million as compared to $150.6 million for the year ended December 31, 2019. The decrease in interest expense is primarily related to our debt transactions completed in 2020, as well as a reduction in our senior credit facility interest rates.

The decrease in operating income and increase in loss on extinguishment of debt, offset by the decrease in interest expense over the comparable period in 2019, resulted in a $119.8 million decrease in net income before income taxes.

We recorded income tax expense of $4.7 million for the year ended December 31, 2020 as compared to an income tax benefit of $4.2 million for the same period in 2019. The $4.7 million tax expense equates to an effective tax rate for the year ended December 31, 2020 of approximately 1.9%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.

As a result of the above factors, we recognized net income for the year ended December 31, 2020 of $243.9 million, as compared to net income of $372.5 million for the same period in 2019.

Reconciliations

Because acquisitions occurring after December 31, 2018 have contributed to our net revenue results for the periods presented, we provide 2019 acquisition-adjusted net revenue, which adjusts our 2019 net revenue for the year ended December 31, 2019 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the year ended December 31, 2020.

Reconciliations of 2019 reported net revenue to 2019 acquisition-adjusted net revenue for the year ended December 31, 2019 as well as a comparison of 2019 acquisition-adjusted net revenue to 2020 reported net revenue for the year ended December 31, 2020, are provided below:

Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue

 

		Year ended December 31,
		2020				2019
		(in thousands)
Reported net revenue		$	1,568,856			$	1,753,644
Acquisition net revenue			—				6,438
Adjusted totals		$	1,568,856			$	1,760,082

 

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Key Performance Indicators

Net Income/Adjusted EBITDA

(in thousands)

 

		Year Ended December 31,								Amount of Increase (Decrease)				Percent Increase (Decrease)
		2020				2019
Net income		$	243,873			$	372,540			$	(128,667	)			(34.5	)%
Income tax expense (benefit)			4,660				(4,222	)			8,882
Loss on extinguishment of debt			25,235				—				25,235
Interest expense, net			136,826				149,852				(13,026	)
Gain on disposition of assets			(9,026	)			(7,241	)			(1,785	)
Depreciation and amortization			251,296				250,028				1,268
Impact of ASC 842 adoption			—				3,894				(3,894	)
Capitalized contract fulfillment costs, net			387				(9,186	)			9,573
Stock-based compensation expense			18,772				29,647				(10,875	)
Adjusted EBITDA		$	672,023			$	785,312			$	(113,289	)			(14.4	)%

Adjusted EBITDA for the year ended December 31, 2020 decreased 14.4% to $672.0 million. The decrease in adjusted EBITDA was primarily attributable to the decrease in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization, capitalized contract fulfillment costs, net and the impact of ASC 842 adoption) of $146.5 million, and was partially offset by a decrease in general and administrative and corporate expenses of $33.2 million, excluding the impact of stock-based compensation expense.

Net Income/FFO/AFFO

(in thousands)

 

		Year Ended December 31,								Amount of Increase (Decrease)				Percent Increase (Decrease)
		2020				2019
Net income		$	243,873			$	372,540			$	(128,667	)			(34.5	)%
Depreciation and amortization related to real estate			238,932				235,802				3,130
Gain from disposition of real estate assets and investments			(5,790	)			(6,775	)			985
Non-cash tax benefit for REIT converted assets			—				(17,031	)			17,031
Adjustments for unconsolidated affiliates and non-controlling interest			629				771				(142	)
FFO		$	477,644			$	585,307			$	(107,663	)			(18.4	)%
Straight-line expense (income)			3,597				(361	)			3,958
Impact of ASC 842 adoption			—				3,894				(3,894	)
Capitalized contract fulfillment costs, net			387				(9,186	)			9,573
Stock-based compensation expense			18,772				29,647				(10,875	)
Non-cash portion of tax provision			(797	)			2,901				(3,698	)
Gain from one-time sale of non-real estate assets			(3,197	)			—				(3,197	)
Non-real estate related depreciation and amortization			12,364				14,226				(1,862	)
Amortization of deferred financing costs			5,909				5,365				544

 

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