This report contains forward-looking statements. Actual results could differ materially from those anticipated by the forward-looking statements due to risks and uncertainties described in the section of this combined report on Form 10-Q entitled "Note Regarding Forward-Looking Statements" and in Item 1A to the 2020 Combined Form 10-K filed on February 26 2021, and as such risk factors may be further updated or supplemented, from time to time, in our future combined Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You should carefully consider each of these risks and uncertainties in evaluating the Company's andLamar Media's financial conditions and results of operations. Investors are cautioned not to place undue reliance on the forward-looking statements contained in this document. These statements speak only as of the date of this document, and the Company undertakes no obligation to update or revise the statements, except as may be required by law.LAMAR ADVERTISING COMPANY The following is a discussion of the consolidated financial condition and results of operations of the Company for the three months endedMarch 31, 2021 and 2020. This discussion should be read in conjunction with the consolidated financial statements of the Company and the related notes thereto. Overview The Company's net revenues are derived primarily from the rental of advertising space on outdoor advertising displays owned and operated by the Company. Revenue growth is based on many factors that include the Company's ability to increase occupancy of its existing advertising displays; raise advertising rates; and acquire new advertising displays and its 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 the Company is able to charge for advertising on its displays and its ability to maximize advertising sales or occupancy on its 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 lateMarch 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 endedMarch 31, 2021 resulted in a 8.8% decrease in our consolidated net revenues as compared to the same period in 2020. As revenues declined, the Company 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 endedMarch 31, 2021 over the same period in 2020. We observed an improvement in customer activity beginning inJune 2020 and throughMarch 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 overallU.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. The Company's management and Board of Directors are continuing to evaluate our quarterly dividend plans for 2021. This evaluation includes ensuring the Company remains in compliance with its REIT dividend requirements for the year. OnFebruary 25, 2021 , the Board of Directors declared a quarterly cash dividend of$0.75 per common share, paid onMarch 31 , 31 -------------------------------------------------------------------------------- Table of Contents 2021. Subject to the approval of the Board of Directors, the Company expects aggregate dividends for 2021 to be$3.00 per common share, including the dividend paid onMarch 31, 2021 . As ofMarch 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 endedMarch 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 theCenters 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, the Company has made strategic acquisitions of outdoor advertising assets to increase the number of outdoor advertising displays it operates in existing and new markets. The Company continues to evaluate and pursue strategic acquisition opportunities as they arise. The Company has financed its historical acquisitions and intends to finance any future acquisition activity from available cash, borrowings under its 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 endedMarch 31, 2021 , the Company completed acquisitions for a total cash purchase price of approximately$3.3 million . See Uses of Cash - Acquisitions for more information. The Company's business requires expenditures for maintenance and capitalized costs associated with the construction of new billboard displays, the entrance into and renewal of logo sign and transit contracts, and the purchase of real estate and operating equipment. The following table presents a breakdown of capitalized expenditures for the three months endedMarch 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Total capital expenditures: Billboard - traditional$ 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 inthe 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 theNational 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. 32 -------------------------------------------------------------------------------- Table of Contents 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 Three months endedMarch 31, 2021 compared to three months endedMarch 31, 2020 Net revenues decreased$35.7 million or 8.8% to$370.9 million for the three months endedMarch 31, 2021 from$406.6 million for the same period in 2020. This decrease was primarily attributable to a decrease in billboard 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 endedMarch 31, 2021 , there was a$33.3 million decrease in net revenues as compared to acquisition-adjusted net revenue for the three months endedMarch 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$221.6 million for the three months endedMarch 31, 2021 from$250.2 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. 33 -------------------------------------------------------------------------------- Table of Contents Depreciation and amortization expense decreased$1.6 million to$60.7 million for the three months endedMarch 31, 2021 as compared to$62.3 million for the same period in 2020. For the three months endedMarch 31, 2021 , the Company 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$88.9 million for the three months endedMarch 31, 2021 as compared to$96.6 million for the same period in 2020. The Company recognized a loss on debt extinguishment of$21.6 million during the three months endedMarch 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. Interest expense decreased$8.4 million for the three months endedMarch 31, 2021 to$28.2 million as compared to$36.6 million for the three months endedMarch 31, 2020 . The decrease is primarily related to the Company's 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 endedMarch 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, the Company recognized net income for the three months endedMarch 31, 2021 of$38.3 million , as compared to net income of$40.5 million for the same period in 2020. Reconciliations: Because acquisitions occurring afterDecember 31, 2019 (the "acquired assets") have contributed to our net revenue results for the periods presented, we provide 2020 acquisition-adjusted net revenue, which adjusts our 2020 net revenue for the three months endedMarch 31, 2020 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the three months endedMarch 31, 2021 . Reconciliations of 2020 reported net revenue to 2020 acquisition-adjusted net revenue for the three months endedMarch 31 , as well as a comparison of 2020 acquisition-adjusted net revenue to 2021 reported net revenue for the three months endedMarch 31 , are provided below: Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue Three Months Ended March 31, 2021 2020 (in thousands) Reported net revenue$ 370,881 $ 406,569 Acquisition net revenue - (2,401) Adjusted totals$ 370,881 $ 404,168 34
-------------------------------------------------------------------------------- Table of Contents Key Performance Indicators Net Income/Adjusted EBITDA (in thousands) Three Months Ended Amount of March 31, Increase Percent 2021 2020 (Decrease) Increase (Decrease) Net income$ 38,329 $ 40,493 $ (2,164) (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$ 152,432 $ 159,817 $ (7,385) (4.6) % Adjusted EBITDA for the three months endedMarch 31, 2021 decreased 4.6% to$152.4 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$10.5 million , excluding the impact of stock-based compensation expense. Net Income/FFO/AFFO (in thousands) Three Months Ended Amount of Percent March 31, Increase Increase 2021 2020 (Decrease) (Decrease) Net income$ 38,329 $ 40,493 $ (2,164) (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$ 96,062 $ 97,563 $ (1,501) (1.5) % Straight line expense 775 1,054 (279) 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 2,786 2,949 (163) 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$ 116,696 $ 113,263 $ 3,433 3.0 % FFO for the three months endedMarch 31, 2021 decreased from$97.6 million in 2020 to$96.1 million for the same period in 2021, a decrease of 1.5%. AFFO for the three months endedMarch 31, 2021 increased 3.0% to$116.7 million as compared to$113.3 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). 35 -------------------------------------------------------------------------------- Table of Contents LIQUIDITY AND CAPITAL RESOURCES Overview The Company has historically satisfied its working capital requirements with cash from operations and borrowings under the senior credit facility. The Company's wholly owned subsidiary,Lamar Media Corp. , is the borrower under the senior credit facility and maintains all corporate operating cash balances. Any cash requirements of the Company, therefore, must be funded by distributions fromLamar Media . Sources of Cash Total Liquidity. As ofMarch 31, 2021 we had approximately$765.1 million of total liquidity, which is comprised of approximately$43.0 million in cash and cash equivalents and approximately$710.6 million of availability under the revolving portion ofLamar Media's senior credit facility and$11.4 million of availability under our Accounts Receivable Securitization Program. We expect our total liquidity to be adequate for the Company to meet its operational requirements for the next twelve months. We will continue to monitor the impacts of the COVID-19 pandemic and, if necessary, may access the debt and/or equity markets for additional liquidity. We are currently in compliance with the maintenance covenant included in the senior credit facility and we would remain in compliance after giving effect to borrowing the full amount available to us under the revolving portion of the senior credit facility. As ofMarch 31, 2021 andDecember 31, 2020 , the Company had a working capital deficit of$229.1 million and$167.3 million , respectively. The decrease in working capital of$61.8 million is primarily due to an increase in current maturities of long-term debt of$32.6 million and a decrease in receivables, net of$22.3 million as ofMarch 31, 2021 . Cash Generated by Operations. For the three months endedMarch 31, 2021 and 2020, our cash provided by operating activities was$83.3 million and$62.9 million , respectively. The increase in cash provided by operating activities for the three months endedMarch 31, 2021 over the same period in 2020 relates to a decrease in accounts receivables offset by an increase in operating lease liabilities. We expect to generate cash flows from operations during 2021 in excess of our cash needs for operations, capital expenditures and dividends, as described herein. However, we will continue to monitor the impacts of the COVID-19 pandemic and if we are not able to generate sufficient cash flows from operations during 2021 to meet our cash needs, we believe we have sufficient liquidity available under our revolving credit facility to meet our operating cash needs for the next twelve months. Accounts Receivable Securitization Program. OnDecember 18, 2018 , we entered into the Accounts Receivable Securitization Program. The Accounts Receivable Securitization Program provides up to$175.0 million in borrowing capacity, plus an accordion feature that would permit the borrowing capacity to be increased by up to$125.0 million . Borrowing capacity under the Accounts Receivable Securitization Program is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the Accounts Receivable Securitization Program. In connection with the Accounts Receivable Securitization Program,Lamar Media and certain of its subsidiaries (such subsidiaries, the "Subsidiary Originators") sell and/or contribute their existing and future accounts receivable and certain related assets to one of two special purpose subsidiaries,Lamar QRS Receivables, LLC (the "QRS SPV") andLamar TRS Receivables, LLC (the "TRS SPV" and together with the QRS SPV the "Special Purpose Subsidiaries"), each of which is a wholly-owned subsidiary ofLamar Media . Existing and future accounts receivable relating toLamar Media and its qualified REIT subsidiaries will be sold and/or contributed to the QRS SPV and existing and future accounts receivable relating toLamar Media's taxable REIT subsidiaries will be sold and/or contributed to the TRS SPV. Each of the Special Purpose Subsidiaries has granted the lenders party to the Accounts Receivable Securitization Program a security interest in all of its assets, which consist of the accounts receivable and related assets sold or contributed to them, as described above, in order to secure the obligations of the Special Purpose Subsidiaries under the agreements governing the Accounts Receivable Securitization Program. Pursuant to the Accounts Receivable Securitization Program,Lamar Media has agreed to service the accounts receivable on behalf of the two Special Purpose Subsidiaries for a fee.Lamar Media has also agreed to guaranty its performance in its capacity as servicer and originator, as well as the performance of the Subsidiary Originators, of their obligations under the agreements governing the Account Receivable Securitization Program. None ofLamar Media , the Subsidiary Originators or the Special Purpose Subsidiaries guarantees the collectability of the receivables under the Accounts Receivable Securitization Program. In addition, each of the Special Purpose Subsidiaries is a separate legal entity with its own separate creditors who will be entitled to access the assets of such Special Purpose Subsidiary before the assets become available toLamar Media . Accordingly, the assets of the Special Purpose Subsidiaries are not available to pay creditors ofLamar Media or any of its subsidiaries, although collections from receivables in excess of the amounts required to repay the lenders and the other creditors of the Special Purpose Subsidiaries may be remitted toLamar Media . 36 -------------------------------------------------------------------------------- Table of Contents OnJune 30, 2020 Lamar Media and the Special Purpose Subsidiaries entered into the Third Amendment of the Accounts Receivable Securitization Program which increased the maximum three month average Delinquency Ratio, Dilution Ratio, and Days' Sales Outstanding to 11.00% (from 8.00%), 7.00% (from 4.00%) and 75 days (from 65 days), respectively. Additionally, the Amendment establishes a new Minimum Funding Threshold, which requires the Special Purpose Subsidiaries to maintain borrowings under the Accounts Receivable Securitization Program on any day equal to the lesser of (i) 50.00% of the aggregate Commitment of all Lenders or (ii) the Borrowing Base, though the Special Purpose Subsidiaries have the right to borrow less than the Minimum Funding Threshold during certain periods prior toDecember 21, 2020 , at their election. OnOctober 23, 2020 ,Lamar Media and the Special Purpose Subsidiaries entered into the Fourth Amendment (the "Subsequent Amendment") to the Accounts Receivable Securitization Program. The Subsequent Amendment increases the maximum three month average Delinquency Ratio generally to 13.00% (and up to 16.00% for up to two additional periods upon written notice fromLamar Media ), and increases the maximum three month average Dilution Ratio to 5.00% for the remaining term of the Accounts Receivable Securitization Program. Additionally, the Subsequent Amendment increases the Minimum Funding Threshold which, as amended, requires the Special Purpose Subsidiaries to maintain minimum borrowings under the Accounts Receivable Securitization Program on any day equal to the lesser of (i) 70.00% of the aggregate Commitment of all Lenders or (ii) the Borrowing Base, though the Special Purpose Subsidiaries have the right to borrow less than the Minimum Funding Threshold during certain periods prior toDecember 21, 2020 at their election. As ofMarch 31, 2021 , there was$155.0 million in outstanding aggregate borrowings under the Accounts Receivable Securitization Program.Lamar Media had approximately$11.4 million of unused availability under the Accounts Receivable Securitization Program as ofMarch 31, 2021 . The Accounts Receivable Securitization Program will mature onDecember 17, 2021 .Lamar Media may amend the facility to extend the maturity date, enter into a new securitization facility with a different maturity date, or refinance the indebtedness outstanding under the Accounts Receivable Securitization Program using borrowings under its senior credit facility or from other financing sources. "At-the-Market" Offering Program. OnMay 1, 2018 , the Company entered into an equity distribution agreement (the "Sales Agreement") withJ.P. Morgan Securities LLC ,Wells Fargo Securities LLC andSunTrust Robinson Humphrey, Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"). Under the terms of the Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to$400.0 million through the Sales Agents as either agents or principals. 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. The Company 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. The Company intends to use the net proceeds, if any, from the sale of the Class A common stock pursuant to the Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital, capital expenditures, acquisition of outdoor advertising assets and businesses and other related investments. During the three months endedMarch 31, 2021 , the Company did not issue any shares under this program. The Sales Agreement expired by its terms onMay 1, 2021 . The Company may enter into a new sales agreement to consummate "at-the-market-offerings" in the future. Shelf Registration Statement. OnAugust 6, 2018 , the Company filed an automatically effective shelf registration statement (No. 333-226614) that registered the offer and sale of an indeterminate amount of additional shares of our Class A common stock. During the three months endedMarch 31, 2021 , the Company did not issue any shares under this shelf registration, however, we may issue additional shares under the shelf registration statement in the future in connection with future acquisitions or for other general corporate purposes. Credit Facilities. OnFebruary 6, 2020 ,Lamar Media entered into a Fourth Amended and Restated Credit Agreement (the "Fourth Amended and Restated Credit Agreement") with certain ofLamar Media's subsidiaries as guarantors,JPMorgan Chase Bank, N.A . as administrative agent and the lenders party thereto, under which the parties agreed to amend and restateLamar Media's existing senior credit facility. The Fourth Amended and Restated Credit Agreement amended and restated the Third Amended and Restated Credit Agreement dated as ofMay 15, 2017 , as amended (the "Third Amended and Restated Credit Agreement"). The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (the "senior credit facility"), consists of (i) a new$750.0 million senior secured revolving credit facility which will mature onFebruary 6, 2025 (the "revolving credit facility"), (ii) a new$600.0 million Term B loan facility (the "Term B loans") which will mature on February 37 -------------------------------------------------------------------------------- Table of Contents 6, 2027, and (iii) an incremental facility (the "Incremental Facility") pursuant to whichLamar Media may incur additional term loan tranches or increase its revolving credit facility subject to a pro forma secured debt ratio calculated as described under "Restrictions under Senior Credit Facility" of 4.50 to 1.00, as well as certain other conditions including lender approval.Lamar Media borrowed all$600.0 million in Term B loans onFebruary 6, 2020 . The entire amount of the Term B loans will be payable at maturity. The Term B loans bear interest at rates based on the Adjusted LIBO Rate ("Eurodollar term loans") or the Adjusted Base Rate ("Base Rate term loans"), atLamar Media's option. Eurodollar term loans bear interest at a rate per annum equal to the Adjusted LIBO Rate plus 1.50%. Base Rate term loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50%. The revolving credit facility bears interest at rates based on the Adjusted LIBO Rate ("Eurodollar revolving loans") or the Adjusted Base Rate ("Base Rate revolving loans"), atLamar Media's option. Eurodollar revolving loans bear interest at a rate per annum equal to the Adjusted LIBO Rate plus 1.50% (or the Adjusted LIBO Rate plus 1.25% at any time the Total Debt Ratio is less than or equal to 3.25 to 1). Base Rate revolving loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50% (or the Adjusted Base Rate plus 0.25% at any time the total debt ratio is less than or equal to 3.25 to 1). The guarantees, covenants, events of default and other terms of the senior credit facility apply to the Term B loans and revolving credit facility. As ofMarch 31, 2021 the aggregate balance outstanding under the senior credit facility was$625.0 million , consisting of$600.0 million in Term B loans aggregate principal balance and$25.0 million outstanding under our revolving credit facility.Lamar Media had approximately$710.6 million of unused capacity under the revolving credit facility. Note Offerings. OnJanuary 22, 2021 ,Lamar Media completed, an institutional private placement of$550.0 million in aggregate principal amount of 3 5/8% Senior Notes due 2031 (the "3 5/8% Senior Notes"). The institutional private placement onJanuary 22, 2021 resulted in net proceeds toLamar Media of approximately$542.5 million .Lamar Media used the proceeds of this offering, together with cash on hand and borrowings under the revolving credit facility and Accounts Receivable Securitization Program, to redeem all of its outstanding$650.0 million aggregate principal amount 5 3/4% Senior Notes due 2026. See Uses of Cash- Note Redemption for more information. Factors Affecting Sources of Liquidity Internally Generated Funds. The key factors affecting internally generated cash flow are general economic conditions, specific economic conditions in the markets where the Company conducts its business and overall spending on advertising by advertisers. We expect to generate cash flows from operations during 2021 in excess of our cash needs for operations, capital expenditures and dividends, as described herein. However, we will continue to monitor the impacts of the COVID-19 pandemic and if we are not able to generate sufficient cash flows from operations during 2021 to meet our cash needs we believe we have sufficient liquidity available under our revolving credit facility to meet our operating cash needs for the next twelve months.Credit Facilities and Other Debt Securities . The Company andLamar Media must comply with certain covenants and restrictions related to the senior credit facility, its outstanding debt securities and its Accounts Receivable Securitization Program.Restrictions Under Debt Securities . The Company andLamar Media must comply with certain covenants and restrictions related to its outstanding debt securities. Currently, Lamar Media has outstanding the$600.0 million 3 3/4% Senior Notes issuedFebruary 2020 , the$550.0 million 4% Senior Notes issuedFebruary 2020 and August 2020, the$400.0 million 4 7/8% Senior Notes issued in May 2020 and the$550.0 million 3 5/8% Senior Notes issued in January 2021. The indentures relating toLamar Media's outstanding notes restrict its ability to incur additional indebtedness, but permit the incurrence of indebtedness (including indebtedness under the senior credit facility), (i) if no default or event of default would result from such incurrence and (ii) if after giving effect to any such incurrence, the leverage ratio (defined as the sum of (x) total consolidated debt plus (y) the aggregate liquidation preference of any preferred stock ofLamar Media's restricted subsidiaries to trailing four fiscal quarter EBITDA (as defined in the indentures)) would be less than 7.0 to 1.0. Currently,Lamar Media is not in default under the indentures of any of its outstanding notes and, therefore, would be permitted to incur additional indebtedness subject to the foregoing provision. In addition to debt incurred under the provisions described in the preceding paragraph, the indentures relating toLamar Media's outstanding notes permitLamar Media to incur indebtedness pursuant to the following baskets: •up to$2.0 billion of indebtedness under the senior credit facility; •indebtedness outstanding on the date of the indentures or debt incurred to refinance outstanding debt; 38 -------------------------------------------------------------------------------- Table of Contents •inter-company debt betweenLamar Media and its restricted subsidiaries or between restricted subsidiaries; •certain purchase money indebtedness and capitalized lease obligations to acquire or lease property in the ordinary course of business that cannot exceed the greater of$50.0 million or 5% ofLamar Media's net tangible assets; •additional debt not to exceed$75.0 million ; and •up to$500.0 million of permitted securitization financings. Restrictions Under Senior Credit Facility.Lamar Media is required to comply with certain covenants and restrictions under the senior credit facility. If the Company orLamar Media fails to comply with these tests, the lenders under the senior credit facility will be entitled to exercise certain remedies, including the termination of the lending commitments and the acceleration of the debt payments under the senior credit facility. AtMarch 31, 2021 we were, and currently, we are, in compliance with all such tests under the senior credit facility.Lamar Media must maintain a secured debt ratio, defined as total consolidated secured debt ofLamar Advertising ,Lamar Media and its restricted subsidiaries (including capital lease obligations), minus the lesser of (x)$150.0 million and (y) the aggregate amount of unrestricted cash and cash equivalents ofLamar Advertising ,Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries (as defined above under Sources of Cash - Accounts Receivable Securitization Program)) to EBITDA, as defined below, for the period of four consecutive fiscal quarters then ended, of less than or equal to 4.5 to 1.0.Lamar Media is restricted from incurring additional indebtedness subject to exceptions, one of which is that it may incur additional indebtedness not exceeding the greater of$250.0 million or 6% of its total assets.Lamar Media is also restricted from incurring additional unsecured senior indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, it is in compliance with the secured debt ratio covenant and if, after giving effect to the incurrence of such indebtedness,Lamar Media would have a total debt ratio, defined as (a) total consolidated debt (including subordinated debt) ofLamar Advertising ,Lamar Media and its restricted subsidiaries as of any date minus the lesser of (i)$150.0 million and (ii) the aggregate amount of unrestricted cash and cash equivalents ofLamar Advertising ,Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries) to (b) EBITDA, as defined below, for the most recent four fiscal quarters then ended, is less than 7.0 to 1.0.Lamar Media is also restricted from incurring additional subordinated indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, it is in compliance with the secured debt ratio covenant and its total debt ratio is less than 7.0 to 1.0. Under the senior credit facility, "EBITDA" means, for any period, operating income forLamar Advertising ,Lamar Media and its restricted subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) for such period (calculated (A) before (i) taxes, (ii) interest expense, (iii) depreciation, (iv) amortization, (v) any other non-cash income or charges accrued for such period, (vi) charges and expenses in connection with the senior credit facility, any actual or proposed acquisition, disposition or investment (excluding, in each case, purchases and sales of advertising space and operating assets in the ordinary course of business) and any actual or proposed offering of securities, incurrence or repayment of indebtedness (or amendment to any agreement relating to indebtedness), including any refinancing thereof, or recapitalization and (vii) any loss or gain relating to amounts paid or earned in cash prior to the stated settlement date of any swap agreement that has been reflected in operating income for such period) and (viii) any loss on sales of receivables and related assets to a Securitization Entity in connection with a Permitted Securitization Financing) and (B) after giving effect to the amount of cost savings, operating expense reductions and other operating improvements or synergies projected byLamar Media in good faith to be realized as a result of any acquisition, investment, merger, amalgamation or disposition within 18 months of any such acquisition, investment, merger, amalgamation or disposition, net of the amount of actual benefits realized during such period from such action; provided, (a) the aggregate amount for all such cost savings, operating expense reductions and other operating improvements or synergies will not exceed an amount equal to 15% of EBITDA for the applicable four quarter period and (b) any such adjustment to EBITDA may only take into account cost savings, operating expense reductions and other operating improvements or synergies that are (I) directly attributable to such acquisition, investment, merger, amalgamation or disposition, (II) expected to have a continuing impact onLamar Media and its restricted subsidiaries and (III) factually supportable, in each case all as certified by the chief financial officer ofLamar Media ) on behalf ofLamar Media , and excluding (except to the extent received or paid in cash byLamar Advertising ,Lamar Media or any of its restricted subsidiaries (other than the special purpose subsidiaries) income or loss attributable to equity in affiliates for such period), excluding any extraordinary and unusual gains or losses during such period, and excluding the proceeds of any casualty events and 39 -------------------------------------------------------------------------------- Table of Contents dispositions. For purposes hereof, the effect thereon of any adjustments required under Statement of Financial Accounting Standards No. 141R shall be excluded. If during any period for which EBITDA is being determined,Lamar Media has consummated any acquisition or disposition, EBITDA will be determined on a pro forma basis as if such acquisition or disposition had been made or consummated on the first day of such period. The Company believes that its current level of cash on hand, availability under the senior credit facility and future cash flows from operations are sufficient to meet its operating needs for the next twelve months. All debt obligations are reflected on the Company's balance sheet. Restrictions under Accounts Receivable Securitization Program. The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due,Lamar Media , the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other material indebtedness, a change of control occurs, or ifLamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required underLamar Media's senior credit facility. Uses of Cash Capital Expenditures. Capital expenditures, excluding acquisitions, were approximately$16.3 million for the three months endedMarch 31, 2021 . We anticipate our 2021 total capital expenditures to be approximately$150.0 million . Acquisitions. During the three months endedMarch 31, 2021 , the Company completed acquisitions for an aggregate purchase price of approximately$3.3 million , which were financed using available cash on hand. Note Redemption. OnFebruary 3, 2021 , the Company redeemed in full all$650.0 million aggregate principal amount 5 3/4% Senior Notes due 2026. The 5 3/4% Senior Notes redemption was completed using the proceeds received from the 3 5/8% Senior Notes offering completed onJanuary 22, 2021 , together with cash on hand and borrowings under the revolving credit facility and Accounts Receivable Securitization Program. The notes were redeemed at a redemption price equal to 102.875% of the aggregate principal amount of the outstanding notes, plus accrued and unpaid interest to (but not including) the redemption date. During the three months endedMarch 31, 2021 , the Company recorded a loss on debt extinguishment of approximately$21.6 million related to the note redemption. See Sources of Cash- Note Offerings for more information. Dividends. OnFebruary 25, 2021 , the Company's Board of Directors declared a quarterly cash dividend of$0.75 per share, paid onMarch 31, 2021 to its stockholders of record of its Class A common stock and Class B common stock onMarch 22, 2021 . Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2021 will be$3.00 per common share, including the dividend paid onMarch 31, 2021 . As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will be declared based upon various factors, a number of which may be beyond the Company's control, including financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in our existing and future debt instruments, the Company's ability to utilize net operating losses to offset, in whole or in part, the Company's distribution requirements, limitations on its ability to fund distributions using cash generated through its Taxable REIT Subsidiaries ("TRSs"), the impact of COVID-19 on the Company's operations and other factors that the Board of Directors may deem relevant.Special Purpose Acquisition Company . OnApril 6, 2021 Lamar Partnering Corporation ("LPC"), a newly formed special purpose acquisition company and indirect wholly-owned subsidiary of the Company filed a Registration Statement on Form S-1 with theSecurities 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. The Company, through an indirect wholly-owned subsidiary, would own approximately 20% of LPC's issued and outstanding ordinary shares upon the consummation of the proposed offering. The Company intends 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. As ofMarch 31, 2021 the Company incurred$0.6 million in deferred offering costs related to the proposed offering, which is included in Other assets on our Condensed Consolidated Balance Sheet. 40 -------------------------------------------------------------------------------- Table of Contents Stock and Debt Repurchasing Program. OnMarch 16, 2020 , the Company's Board of Directors authorized the repurchase of up to$250.0 million of the Company's Class A common stock. Additionally, the Board of Directors has authorizedLamar Media to repurchase up to$250.0 million in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its senior credit agreement. The repurchase program will expire onSeptember 30, 2021 unless extended by the Board of Directors. There were no repurchases under the program as ofMarch 31, 2021 . The Company's management may opt not to make any repurchases under the program, or may make aggregate purchases less than the total amount authorized. Off-Balance Sheet Arrangements Our off-balance sheet commitments consist of guaranteed minimum payments to local transit municipalities and airport authorities for agreements which entitle us to rent advertising space to customers, in airports and on buses, benches or shelters. Commitments and Contingencies As ofMarch 31, 2021 , we had outstanding debt of approximately$2.84 billion . In the future,Lamar Media has principal reduction obligations and revolver commitment reductions under the senior credit facility. In addition, it has fixed commercial commitments. These commitments are detailed on a contractual basis as follows: Payments Due by Period Less Than After Contractual Obligations Total 1 Year 1 - 3 Years 3 - 5 Years 5 Years (In millions) Long-term debt$ 2,840.1 $ 155.0
754.4 92.6 188.4 187.8 285.6 Billboard site, transit and other operating and financing leases 1,650.6 162.5 397.9 304.4 785.8 Total payments due$ 5,245.1 $ 410.1 $ 587.1 $ 513.8 $ 3,734.1
(1)Interest rates on our variable rate instruments are assuming rates at the
Amount of Expiration Per Period Total Amount Less Than 1 After Other Commercial Commitments Committed Year 1 - 3 Years 3 - 5 Years 5 Years (In millions) Revolving Bank Facility(2)$ 750.0 $ - $ -$ 750.0 $ - Standby Letters of Credit(3)$ 14.4 $ 13.9 $ 0.5 $ - $ - (2)Lamar Media had$25.0 million outstanding under the revolving credit facility as ofMarch 31, 2021 . (3)The standby letters of credit are issued under the revolving credit facility and reduce the availability of the facility by the same amount. Critical Accounting Estimates Our discussion and analysis of our results of operations and liquidity and capital resources are based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The presentation of these financial statements requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Item 7 of our 2020 Combined Form 10-K. Accounting Standards Update InDecember 2019 , the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing specific exceptions to the general principles in Topic 740 - Income Taxes. This guidance is effective for years beginning afterDecember 15, 2020 . The Company adopted this guidance onJanuary 1, 2021 and the impact of the adoption is not material to the Company's consolidated financial statements. 41
-------------------------------------------------------------------------------- Table of ContentsLAMAR MEDIA CORP. The following is a discussion of the consolidated financial condition and results of operations ofLamar Media for the three months endedMarch 31, 2021 and 2020. This discussion should be read in conjunction with the consolidated financial statements ofLamar Media and the related notes thereto. RESULTS OF OPERATIONS Three Months EndedMarch 31, 2021 compared to three months endedMarch 31, 2020 Net revenues decreased$35.7 million or 8.8% to$370.9 million for the three months endedMarch 31, 2021 from$406.6 million for the same period in 2020. This decrease was primarily attributable to a decrease in billboard 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 endedMarch 31, 2021 , there was a$33.3 million decrease in net revenues as compared to acquisition-adjusted net revenue for the three months endedMarch 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 endedMarch 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 endedMarch 31, 2021 as compared to$62.3 million for the same period in 2020. For the three months endedMarch 31, 2021 ,Lamar Media 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 endedMarch 31, 2021 as compared to$96.7 million for the same period in 2020.Lamar Media recognized a loss on debt extinguishment of$21.6 million for the three months endedMarch 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 endedMarch 31, 2021 to$28.2 million as compared to$36.6 million for the three months endedMarch 31, 2020 . The decrease is primarily related toLamar Media's 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 endedMarch 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,Lamar Media recognized net income for the three months endedMarch 31, 2021 of$38.5 million , as compared to net income of$40.6 million for the same period in 2020. Reconciliations: Because acquisitions occurring afterDecember 31, 2019 (the "acquired assets") have contributed to our net revenue results for the periods presented, we provide 2020 acquisition-adjusted net revenue, which adjusts our 2020 net revenue for the three months endedMarch 31, 2020 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the three months endedMarch 31, 2021 . 42 -------------------------------------------------------------------------------- Table of Contents Reconciliations of 2020 reported net revenue to 2020 acquisition-adjusted net revenue for the three months endedMarch 31 , as well as a comparison of 2020 acquisition-adjusted net revenue to 2021 reported net revenue for the three months endedMarch 31 , are provided below: Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue Three Months Ended March 31, 2021 2020 (in thousands) Reported net revenue$ 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 Amount of March 31, Increase Percent 2021 2020 (Decrease) Increase (Decrease) 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 endedMarch 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$10.5 million , excluding the impact of stock-based compensation expense. 43 -------------------------------------------------------------------------------- Table of Contents Net Income/FFO/AFFO (in thousands) Three Months Ended Amount of Percent March 31, Increase Increase 2021 2020 (Decrease) (Decrease) Net income$ 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) 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 endedMarch 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 endedMarch 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). 44
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