UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 20012002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to
_______________--------------- ---------------
Commission File Number 0-30242
LAMAR ADVERTISING COMPANY
Commission File Number 1-12407
LAMAR MEDIA CORP.
(Exact name of registrants as specified in their charters)
Delaware 72-1449411
Delaware 72-1205791
(State or other jurisdiction of (I.R.S. Employer Identification No) incorporation or organization) (I.R.S. Employer Identification No)
5551 Corporate Blvd., Baton Rouge, LA 70808
5551 Corporate Blvd., Baton Rouge, LA (Zip Code)
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (225) 926-1000
SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each Exchange
Title of Each Class: On Which Registered:
- -------------------
Name of each Exchange
Title of Each Class: On Which Registered:
-------------------- ---------------------
None N/A
SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A common stock, $.001 par value
SECURITIES OF LAMAR MEDIA CORP.
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each Exchange
Title of Each Class: On Which Registered:
- ------------------- --------------------
9 5/8% Senior Subordinated Notes due 2006 New York Stock Exchange
SECURITIES OF LAMAR MEDIA CORP.None
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether theeach registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X|[X] No | |[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant'sLamar Advertising Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. | |[X]
Indicate by check mark whether Lamar Advertising Company is an accelerated filer
(as defined in Rule 126-2 under the Securities Exchange Act of 1934). Yes [X] No
[ ]
Indicate by check mark whether Lamar Media Corp. is an accelerated filer (as
defined in Rule 126-2 under the Securities Exchange Act of 1934). Yes [ ] No [X]
The aggregate market value of the voting stock held by nonaffiliates of Lamar
Advertising Company as of March 1,June 28, 2002: $3,207,994,005$2,949,493,181
The number of shares of Lamar Advertising Company's Class A common stock
outstanding as of March 1, 2002: 83,942,2575, 2003: 85,677,059
The number of shares of the Lamar Advertising Company's Class B common stock
outstanding as of March 1, 2002: 16,611,8355, 2003: 16,417,073
THIS COMBINED FORM 10-K IS SEPARATELY FILED BY (i) LAMAR ADVERTISING COMPANY AND
ii)II) LAMAR MEDIA CORP. (WHICH IS A WHOLLY-OWNED SUBSIDIARY OF LAMAR ADVERTISING
COMPANY). LAMAR MEDIA CORP. MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION I(1) (a) AND (b) OF FORM 10-K AND IS, THEREFORE, FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT PERMITTED BY SUCH INSTRUCTION.
1
EXPLANATORY NOTE
On July 20, 1999, Lamar Advertising Company completed a corporate reorganization
to create a new holding company structure. The reorganization was accomplished
through a merger under section 251(g) of the Delaware General Corporation Law.
At the effective time of the merger, all stockholders of Lamar Advertising
Company became stockholders in a new holding company and Lamar Advertising
Company became a wholly-owned subsidiary of the new holding company. The new
holding company took the Lamar Advertising Company name and the old Lamar
Advertising Company was renamed Lamar Media Corp. In the merger, all outstanding
shares of old Lamar Advertising Company's capital stock were converted into
shares of the new holding company with the same voting powers, designations,
preferences and rights, and the same qualifications, restrictions and
limitations, as the shares of old Lamar Advertising Company. Following the
restructuring, the Class A common stock of the new holding company trades under
the symbol LAMR on the Nasdaq National Market with the same CUSIP number as the
old Lamar Advertising Company's Class A common stock.
In this annual report, Lamar, the Company, we, us and our refer to Lamar
Advertising Company and its consolidated subsidiaries with respect to periods
following the reorganization and to old Lamar Advertising Company with respect
to periods prior to the reorganization, except where we make it clear that we
are only referring to Lamar Media Corp. or a particular subsidiary.
In addition, Lamar Media and Media refer to Lamar Media Corp. and its
consolidated subsidiaries with respect to periods following the reorganization
and to old Lamar Advertising Company with respect to periods prior to the
reorganization, except where we make it clear that we are only referring to
Lamar Media Corp. or a particular subsidiary.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Lamar Advertising Company's proxy statement for the Annual Meeting
of Stockholders to be held on May 23, 200222, 2003 are incorporated by reference into
Part III of this Form 10-K.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This combined Annual Report on Form 10-K of Lamar Advertising Company and Lamar
Media Corp. contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These are statements that relate to future periods and include
statements about the Company's, and Lamar Media's:
-o expected operating results;
-o market opportunities;
-o acquisition opportunities;
-o ability to compete; and
-o stock price.
Generally, the words 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 the Company's and Lamar Media's
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:
(1) riskso the performance of the U.S. economy generally and uncertainties
relating tothe level of
expenditures on outdoor advertising particularly;
o the Company's significant indebtedness; (2) the need for additional
funds for acquisitions or operations; (3)ability to renew expiring contracts at favorable rates;
o the integration of companies that the Company acquires and the Company'sits ability
to recognize cost savings or operating efficiencies as a result of
suchthese acquisitions;
(4)o risks and uncertainties relating to the continued
popularity of outdoor advertising as an advertising medium; (5)Company's significant
indebtedness;
o the Company's need for and ability to obtain additional funding for
acquisitions or operations; and
o the regulation of the outdoor advertising industry; (6) the extent and length of the current
economic downturn generally and the demand for advertising in particular and (7)
other factors, including the risks and uncertainties described below under the
caption "Factors Affecting Future Operating Results" under Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations.industry.
The forward-looking statements contained in this combined Annual Report on Form
10-K speak only as of the date of this combined Annual Report. Lamar Advertising
Company and Lamar Media Corp. expressly disclaim any obligation or undertaking
to disseminate any updates or revisions to any forward-looking statement
contained in this combined Annual Report to reflect any change in their
expectations with regard thereto or any change in events, conditions or
circumstances on which any forward-looking statement is based.
2
PART I
ITEM 1. BUSINESS
GENERAL
Lamar Advertising Company, referred to herein as the Company or Lamar
Advertising, is one of the largest and most experienced owners and operators of outdoor advertising structurescompanies in the United
States. The Company conducts a business
thatStates based on number of displays and has operated under the Lamar name since
1902. As of December 31, 2001,2002, the Company owned and operated over 144,000 outdoorapproximately
146,000 billboard advertising displays in 44 states. The
Company also operates the largeststates, operated over 95,000 logo
sign business in the United States. Logo
sign displays are signs located near highway exits which deliver brand name
information on available gas, food, lodging and camping services. As of December
31, 2001, the Company maintained over 90,700 logo signadvertising displays in 21 states and the province of Ontario, Canada. The Company also operatesCanada, and
operated approximately 13,000 transit advertising displays in 16 states.
The Company makes its annual reports on bus shelters, bus benchesForm 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and buses in several markets.
BUSINESS STRATEGY
OUTDOOR ADVERTISINGamendments to these reports available
free of charge through its website, www.lamar.com, as soon as reasonably
practicable after filing them with the Securities and Exchange Commission.
The three principal areas that make up the Company's business are:
o Billboard advertising. The Company offers customers a fully
integrated service, covering their billboard display requirements from
ad copy production to placement and maintenance. The Company's
overallbillboard advertising displays are comprised of bulletins and posters.
As a result of their greater impact and higher cost, bulletins are
usually located on major highways. Posters are usually concentrated on
major traffic arteries or on city streets to target pedestrian traffic.
o Logo signs. The Company is the largest provider of logo sign services
in the United States, operating 21 of the 26 privatized state logo sign
contracts. Logo signs are erected near highway exits to direct motor
traffic to service and tourist attractions, as well as to advertise
gas, food, camping and lodging.
o Transit advertising. The Company provides transit advertising in 41
transit markets. Transit displays appear on the exterior or interior of
public transportation vehicles or stations, such as buses, trains,
commuter rail, subways, platforms and terminals.
The Company's business strategyhas grown rapidly through a combination of internal
growth and acquisitions. The Company's growth has been enhanced by strategic
acquisitions that resulted in increased operating efficiencies, greater
geographic diversification and increased market penetration. Historically, focus
has been on small to mid-sized markets where acquisition opportunities have been
pursued in order to establish a leadership position. Since January 1, 1997, the
Company has successfully completed over 450 acquisitions of outdoor advertising
businesses and assets. The Company's acquisitions have expanded its operations
in major markets and it currently has a presence in 35 of the top 50 outdoor
advertising markets in the United States. The Company's large national footprint
gives it the ability to offer cross-market advertising opportunities to both
local and national advertising customers.
The Company has been in operation since 1902 and completed a reorganization on
July 20, 1999 to create a new holding company structure. At that time, Lamar
Advertising Company was renamed Lamar Media Corp. and all its stockholders
became stockholders in a new holding company. The new holding company then took
the Lamar Advertising Company name and Lamar Media Corp. became a wholly owned
subsidiary of Lamar Advertising Company.
STRATEGY
The Company's objective is to be thea leading provider of outdoor advertising
services in the markets it serves. ThisThe Company's strategy to achieve this goal
includes the following elements:
OPERATING STRATEGY:
HIGH QUALITY LOCAL SALES AND SERVICE.Continue to provide high quality local sales and service. The Company seeks to
identify and closely monitor the needs of its customers and to provide them with
a full complement of high quality advertising services at a lower cost than
competitive media. Local advertising constituted approximately 82%86% of the Company'sits net
revenues in 2001,for the year ended December 31, 2002, which management believes is
higher than the industry average. The Company attempts to identify
and closely monitorbelieves that the needsexperience of
its customersregional and seekslocal managers has contributed greatly to its success. For
example, the Company's regional managers have been with the Company for an
average of 22 years. In an effort to provide them withhigh quality advertising productssales service at a lower cost than competitive media.
Atthe
local level, the Company employed 785 local account executives as of December
31, 2001, the Company's 760-person sales force was2002. Local account executives are typically supported by 147
offices. Each salesperson is compensated under a performance-based compensation
systemadditional local
staff and supervised by a sales manager executing a coordinated marketing plan.
Art departments assist local customershave the ability to draw upon the resources of the central office, as
well as offices in its other markets, in the developmentevent that business opportunities
or customers' needs support such an allocation of resources.
Continue a centralized control and production of
creative, effective advertisements.
CENTRALIZED CONTROL/DECENTRALIZED MANAGEMENT. Managementdecentralized management structure. The
Company's management believes that in most
of the markets in which the Company operated at December 31, 2001, the Company
is the only outdoor advertising company offering a full complement of outdoor
advertising services coupled with local production facilities, managementfor its particular business, centralized
control and
account executives. Local offices operate in defined geographic areas and
function essentially as independent business units, consistent with senior
management's philosophy that a decentralized organization provides for greater economies of scale
and is more
3
responsive to
particular local market demands. TheTherefore, the Company maintains centralized
accounting and financial control over its local operations, but the local
managers are responsible for the day-to-day operations in each local market and
are compensated according to that market's financial performance.
Each local manager reportsContinue to one of nine regional
managers who in turn report to the Company's Chief Operating Officer.
GROWTH STRATEGY:
INTERNAL GROWTH.focus on internal growth. Within its existing markets, the Company's goal isCompany
seeks to enhanceincrease its revenue and improve its cash flow growth by employing highly
targeted local marketing efforts to improve its display occupancy rates and by
increasing advertising rates. This strategy is facilitated through its local
sales and service offices, which allow managementallows the Company to respond quickly to the demands of its local
customer base. In addition, the Company routinely invests in upgrading its
existing structuresdisplays and constructing new display facesdisplays in order to provide high quality
service to its current customers and to attract new advertisers. ACQUISITIONS. Growth is enhancedFrom January 1,
1997 to December 31, 2002, the Company has invested over $410 million in
improvements to its existing displays and in constructing new displays.
Continue to pursue strategic acquisitions. The Company intends to enhance its
growth by focusedpursuing strategic acquisitions, resultingwhich it anticipates will result in
increased operating efficiencies, greater geographic diversification and
increased market penetration. The Company has completed over 425 acquisitions of
outdoor advertising businesses since 1983. In addition to acquiring positionsoutdoor advertising
assets in new markets, the Company purchases smallercomplimentary outdoor advertising
propertiesassets within its existing markets or in contiguous markets. AcquisitionsThe Company
believes that acquisitions offer opportunities for inter-market cross-selling and the opportunity to centralize and combine
accounting and administrative functions, thereby achieving economies of scale.
In addition, the Company leverages its reputation for high quality local sales
and service by taking advantage of opportunities to acquire high-profile
bulletin displays that may become available in larger markets.cross-selling.
Although the acquisition marketadvertising industry is becoming more competitive,consolidated, the Company
believes there will be continuing opportunities for implementing the Company'sits acquisition
strategy given the industry's continued fragmentation and current consolidation trends.
3
During 2001,among smaller advertising
companies. From January 1, 2002 to December 31, 2002, the Company increased the advertising displays it operates by
approximately 10% by acquiring outdoor advertising assets, including the
completion of over 100 strategiccompleted 75
acquisitions of outdoor advertising businesses as well as isolated purchasesand assets for an aggregate purchase
price of outdoor advertising displays.approximately $135 million. Certain of the Company's principal
acquisitions since January 1, 20012002 are described below:
Americanbelow.
Delite Outdoor Advertising, LLC and Appalachian Outdoor Advertisingof Ohio Holdings, Inc. On January 1, 2001,2002, the Company
purchased the stock of Delite Outdoor of Ohio Holdings, Inc. for $38
million. The purchase price consisted of 963,488 shares of Lamar
Advertising Class A common stock.
MC Partners On January 8, 2002, the Company purchased the assets of two outdoor advertising
companies, American Outdoor Advertising, LLC and Appalachian Outdoor Advertising
Co., Inc. for a total cash purchase price of approximately $31.5 million and
$20.0 million, respectively.
Bowlin Outdoor Advertising and Travel Centers, Inc.
On February 1, 2001, the Company purchased all of the outstanding common stock
of Bowlin Outdoor Advertising and Travel Centers, Inc. for a total purchase
price of approximately $45.6 million. The purchase price consisted of
approximately $16.6 million cash and the issuance of 725,000 shares of Lamar
Advertising Company Class A common stock valued at $29.0 million.
DeLite Outdoor Advertising, LLC
On April 1, 2001, the Company purchased all of the outstanding common stock of
DeLite Outdoor Advertising, LLC and DeLite Outdoor Advertising, Inc.MC
Partners for a cash purchase price of approximately $43.0$15.3 million.
PNE Media, LLC
On April 1, 2001, the Company purchased certain assets of PNE
Media, LLC for a cash purchase price of approximately $20.9 million.
CapitalAmerican Outdoor Advertising, Inc. On August 2, 2001,May 31, 2002, the Company
purchased the assets of CapitalAmerican Outdoor Advertising, Inc. for a cash$15.7
million. The purchase price consisted of 349,376 shares of Lamar
Advertising Class A common stock, as well as approximately $30.1 million.
LOGO SIGNS
The Company entered the business of logo sign$725
thousand in cash.
Continue to pursue other outdoor advertising in 1988. The Company
is now the largest provider of logo sign services in the United States,
operating 21 of the 26 privatized state logo sign contracts. The Company also
operates the tourism signage contracts in seven states and the province of
Ontario, Canada.opportunities. The Company plans to
pursue additional logo sign contracts, through both new
contract awards and the acquisition of other logo sign operators.contracts. Logo sign opportunities arise
periodically, both from states initiating new logo sign programs and states
converting from government ownedgovernment-owned and operated programs to privately ownedprivately-owned and
operated programs. Furthermore, the Company plans to pursue additional tourist
oriented directional sign programs in both the U.S.United States and Canada and also
other motorist information signing programs as opportunities present themselves.
TRANSIT AND OTHER
In an effort to maintain market share, the Company has entered into the transit
advertising business through the operation of displays on bus shelters, benches
and buses in 41 of its outdoor advertising markets.
The Company plans to
continue pursuing transit advertising opportunities that arise in its primary
markets and to expand into other markets.
4
As of December 31, 2001, the Company operated logo sign contracts in the
following states:
Colorado Kentucky Missouri Ohio
Delaware Maine Nebraska Oklahoma
Florida Michigan Nevada South Carolina
Georgia Minnesota New Jersey Texas
Kansas Mississippi New Mexico Utah
Virginia
COMPANY OPERATIONS
OUTDOORBILLBOARD ADVERTISING
INVENTORY:
The Company operates the following types of outdoorbillboard advertising displays:
BULLETINS generally are 14 feet high and 48 feet wide (672 square feet) and
consist of panels on which advertising copy is displayed. The advertising copy
is either hand painted onto the panels at the Company's facilities in accordance
with design specifications supplied by the advertiser and attached to the
outdoor advertising structure, or printed with computer-generated graphics on a single sheet of vinyl that is
wrapped around the structure. On occasion, to attract more attention, some of
the panels may extend beyond the linear edges of the display face and may
include three-dimensional embellishments. Because of their greater impact and
higher cost, bulletins are usually located on major highways.
STANDARDIZED
POSTERS generally are 12 feet high by 25 feet wide (300 square feet) and are the
most common type of billboard. Advertising copy for these posters consists of
lithographed or silk-screened paper sheets supplied by the advertiser that are
pasted and applied like wallpaper to the face of the display, or single sheets
of vinyl with computer-generated advertising copy that are wrapped around the
structure. Standardized posters are concentrated on major traffic arteries.
JUNIOR POSTERS usually are 6 feet high by 12 feet wide (72 square feet).
Displays are prepared and mounted in the same manner as standardized posters,
except that vinyl sheets are not typically used on junior posters. Most junior
posters, because of their smaller size, are concentratedarteries or on
city streets and target pedestrian traffic.
For the year ended December 31, 2001,2002, approximately 71%72% of the Company's
outdoorbillboard advertising net revenues were derived from bulletin sales and 29%28% from
poster sales.
The Company regularly donates unoccupied display space for use by
charitable and civic organizations.4
The physical structures on which the advertising displays are located are owned
by the Company and are built on locations the Company either owns or leases. In
each local office one employee typically performs site leasing activities for
the markets served by that office. See Item 2. - "Properties".
Bulletin space is generally sold as individually selected displays for the
duration of the advertising contract. Bulletins may also be sold as part of a
rotary plan where advertising copy is periodically rotated from one location to
another within a particular market. Poster space is generally sold in packages
called showings, which comprise a given number of displays in a market area.
Posters provide advertisers with access either to a specified percentage of the
general population or to a specific targeted audience. Displays making up a
showing are placed in well-traveled areas and are distributed so as to reach a
wide audience in a particular market. Bulletin space is generally sold for 6 to
12 month periods. Poster space averages between 30 and 90 days.
PRODUCTION:
TheIn the majority of the Company's markets, its local production staffs in 137 of its markets perform
the full range of activities required to create and install outdoor advertising.billboard
advertising displays. Production work includes creating the advertising copy
design and layout, coordinating its printing and installing the designs on
displays. The Company provides its production services to local advertisers and
to advertisers that are not represented by advertising agencies, since national
advertisers represented by advertising agencies often use preprinted designs
that require only installation. The Company's creative and production personnel
typically develop new designs or adopt copy from other media for use on
billboards. The Company's artists also often assist in the development of
marketing presentations, demonstrations and strategies to attract new advertisers.customers.
With the increased use of vinyl and pre-printed advertising copy furnished to
the outdoor advertising company by the advertiser or its agency, outdoor
advertising companies require less labor-intensive production work. In addition,
increased use of vinyl and preprinted copy is also attracting more customers to
the outdoor advertising medium. The Company believes this trend over time will
reduce operating expenses associated with production activities.
5
CATEGORIES OF BUSINESS:
The following table sets forth the top ten categories of business from which the
Company derived its outdoorbillboard advertising revenues for 2001year ended December 31,
2002 and the respective percentages of such revenue. These business categories accounted
for approximately 71% of the Company's total outdoorbillboard advertising net revenues in the
year ended December 31, 2001.2002. No one advertiser accounted for more than 1.0%1% of
the Company's total outdoorbillboard advertising net revenues in that period.
PERCENTAGE NET ADVERTISING
CATEGORIES REVENUES
Restaurants 12%
Retailers 10%
Automotive 9%10%
Hotels and Motels 9%
Gaming 5%6%
Health Care 5%6%
Service 5%
Amusement - Entertainment/Sports 5%
Financial - Banks/Credit Unions 4%
TelecommunicationsReal Estate Companies 4%
Media 3%
---------
71%
---
LOGO SIGNS
The Company entered the business of logo sign advertising in 1988. The Company
is the largest provider of logo sign services in the United States, andoperating 21
of the 26 privatized state logo contracts. The Company operates over 4,00028,000 logo
sign structures containing over 90,70095,000 logo advertising displays.displays in the United
States and Canada.
5
The Company has been awarded contracts to erect and operate logo signs in the
states of Colorado, Delaware, Florida, Georgia, Maine,
Michigan, Minnesota, Mississippi, Nebraska, New Jersey, New Mexico, Ohio,
Oklahoma, South Carolina, Texas, Utah and Virginia, and the province of Ontario, Canada and through a 66.7% owned partnership in the state of Missouri. In
addition, the Company has acquired thefollowing states:
Colorado Kentucky Missouri (1) Ohio
Delaware Maine Nebraska Oklahoma
Florida Michigan Nevada South Carolina
Georgia Minnesota New Jersey Texas
Kansas Mississippi New Mexico Utah
Virginia
- ----------
(1) The logo sign contractscontract in Kansas, Kentucky,
and Nevada.Missouri is operated by a 66 2/3% owned
partnership.
The Company also operates the tourism signing contracts for the states of
Colorado, Kentucky, Michigan, Missouri, Nebraska, Nevada, New Jersey and Ohio,
as well as for the province of Ontario, Canada.
State logo sign contracts represent the contract right to erect and operate logo
signs within a state. The term of the contracts vary, but generally range from
five to ten to twenty years, includingwith additional renewal terms. The logo sign contracts
generally provide for termination by the state prior to the end of the term of
the contract, in most cases with compensation to be paid to the Company. Typically,
atAt the
end of the term of the contract, ownership of the structures is transferred to
the state withoutstate. Depending on the contract in question, the Company may or may not be
entitled to compensation toat the Company.end of the contract term. Of the Company's logo
sign contracts one isin place at December 31, 2002, three are due to terminate in
2003, one in September and two in December 2002 and one istwo are subject to renewal in
June 2002.2003, one in July and one in September. The Company also designs and produces
logo sign plates for its customers throughout the country, as well as customers
in states which have not yet privatized their logo sign programs.
EMPLOYEESTRANSIT ADVERTISING
The Company employed approximately 2,900 persons at December 31, 2001. Of these,
approximately 108 were engagedentered into the transit advertising business in overall management and general administration
at the Company's management headquarters and the remainder were employed in the
Company's operating offices. Of these, approximately 760 were direct sales and
marketing personnel.1993. The Company
has 12 local offices covered by collective bargaining agreements,
consistingprovides transit advertising on bus shelters, benches and buses in 41 transit
markets. The Company's production staff provides a full range of billposterscreative and
construction personnel. The Company believes thatinstallation services to its relations with its employees, including its 106 unionized employees, are
good, and the Company has never experienced a strike or other labor dispute.transit advertising customers.
COMPETITION
OUTDOORBILLBOARD ADVERTISING
The Company competes in each of its markets with other outdoor advertisers, as
well as other media, including broadcast and cable television, radio, print
media and direct mail marketers. In addition, the Company also competes with a
wide variety of out-of-home media, including advertising in shopping centers,
malls, airports, stadiums, movie theaters and supermarkets, as well as on taxis,
trains and buses. Advertisers compare relative costs of available media and
cost-per-thousand impressions, particularly when delivering a message to
customers with distinct demographic characteristics. In competing with other
media, outdoor advertising relies on its relative cost efficiency and its
ability to reach a broad segment of the population in a specific market or to
target a particular geographic area or population with a particular set of
demographic characteristics within that market.
The outdoor advertising industry is fragmented, consisting of several large
outdoor advertising and media companies with operations in multiple markets, as
6
well as smaller and local companies operating a limited number of structures in
single or a few local markets. Although some consolidation has occurred over the past few years,advertising industry is becoming
more consolidated, according to the Outdoor Advertising Association of America
(OAAA) as of December 31, 20012002, there were approximately 1,100600 companies in the
outdoor advertising industry operating approximately 600,000 outdoor displays.
In a number of its markets, the Company encounters direct competition from other
major outdoor media companies, including Infinity Broadcasting Corp. (formerly
Outdoor Systems, Inc.) and Clear Channel Communications, Inc. (formerly Eller
Media)Media Company) both of which may have greater total resources than the Company.
The Company believes that its strong emphasis on sales and customer service and
its position as a major provider of advertising services in each of its primary
markets enables it to compete effectively with the other outdoor advertising
companies, as well as other media, within those markets. However, certain of the
Company's large competitors with other media assets such as radio and television
have the ability to cross-sell their different advertising products to their
customers.
LOGO SIGNS
The Company faces competition in obtaining new logo sign contracts and in
bidding for renewals of expiring contracts. The Company faces competition from
three other national providers of logo signs in seeking state-awarded logo service
contracts. In addition, local companies within each of the states that solicit
bids will compete against the Company in the open-bid process. Competition from
these sources is also encountered at the end of each contract period. In
marketing logo signs to advertisers, the Company competes with the other forms
of out-of-home advertising described above.
6
REGULATION
Outdoor advertising is subject to governmental regulation at the federal, state
and local levels. Federal law, principally the Highway Beautification Act of
1965 (the HBA), regulates outdoor advertising on federally aided primary and
interstate highways. The HBA requires, as a condition to federal highway
assistance, states to restrict billboards on such highways to commercial and
industrial areas, and requires certain additional size, spacing and other
limitations. All states have passed state billboard control statutes and
regulations at least as restrictive as the federal requirements, including
removal at the owner's expense and without compensation of any illegal signs on
such highways. The Company believes that the number of its billboards that may
be subject to removal as illegal is immaterial. No state in which the Company
operates has banned billboards, but some have adopted standards more restrictive
than the federal requirements. Municipal and county governments generally also
have sign controls as part of their zoning laws. Some local governments prohibit
construction of new billboards and some allow new construction only to replace
existing structures, although most allow construction of billboards subject to
restrictions on zones, size, spacing and height.
Federal law does not require removal of existing lawful billboards, but does
require payment of compensation if a state or political subdivision compels the
removal of a lawful billboard along a federally aided primary or interstate
highway. State governments have purchased and removed legal billboards for
beautification in the past, using federal funding for transportation enhancement
programs, and may do so in the future. Governmental authorities from time to
time use the power of eminent domain to remove billboards. Thus far, the Company
has been able to obtain satisfactory compensation for any of its billboards
purchased or removed as a result of governmental action, although there is no
assurance that this will continue to be the case in the future. Local
governments do not generally purchase billboards for beautification, but some
have attempted to force removal of legal but nonconforming billboards
(billboards which conformed with applicable zoning regulations when built but
which do not conform to current zoning regulations) after a period of years
under a concept called amortization, by which the governmental body asserts that
just compensation is earned by continued operation over time. Although there is
some question as to the legality of amortization under federal and many state
laws, amortization has been upheld in some instances. The Company generally has
been successful in negotiating settlements with municipalities for billboards
required to be removed. Restrictive regulations also limit the Company's ability
to rebuild or replace nonconforming billboards. The outdoor advertising industry
is heavily regulated and at various times and in various markets can be expected
to be subject to varying degrees of regulatory pressure affecting the operation
of advertising displays. Accordingly, although the Company's experience to date
is that the regulatory environment can be managed, no assurance can be given
that existing or future laws or regulations will not materially and adversely
affect the Company.
EMPLOYEES
The Company employed approximately 3,000 persons at December 31, 2002. Of these,
approximately 107 were engaged in overall management and general administration
at the Company's management headquarters and the remainder were employed in the
Company's operating offices. Of the total employees, approximately 785 were
direct sales and marketing personnel.
The Company has 14 local offices covered by collective bargaining agreements,
consisting of billposters and construction personnel. The Company believes that
its relations with its employees, including its 124 unionized employees, are
good, and the Company has never experienced a strike or work stoppage.
7
ITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE TITLE
- ---- --- -----
Kevin P. Reilly, Jr. 4748 Chairman, President and Chief Executive Officer
Keith A. Istre 4950 Chief Financial Officer and Treasurer
Sean E. Reilly 4041 Chief Operating Officer and President of the
Outdoor Division
Each officer's term of office extends until the meeting of the Board of
Directors following the next annual meeting of stockholders and until a
successor is elected and qualified or until his or her earlier resignation or
removal.
Kevin P. Reilly, Jr. has served as the Company's President and Chief Executive
Officer since February 1989 and as a director of the Company since February
1984. Mr. Reilly served as President of the Company's Outdoor Division from 1984
to 1989. Mr. Reilly, an employee of the Company since 1978, has also served as
Assistant and General Manager of the Company's Baton Rouge Region and Vice
President and General Manager of the Louisiana Region. Mr. Reilly received a
B.A. from Harvard University in 1977.
Keith A. Istre has been Chief Financial Officer of the Company since February
1989 and a director of the Company since February 1991. Mr. Istre joined the
Company as Controller in 1978 and became Treasurer in 1995.1985. Prior to joining the
Company, Mr. Istre was employed by a public accounting firm in Baton Rouge from
1975 to 1978. Mr. Istre graduated from the University of Southwestern Louisiana
in 1974 with a B.S. in Accounting.
Sean E. Reilly has been Chief Operating Officer and President of the Company's
Outdoor Division since November 2001. Mr. Reilly also holds the position of
Director of Mergers and Acquisitions and President of the Company's real estate
division, TLC Properties, Inc. He has been a director of the Company
since 1999
and serves on the Executive Committee of the Board.1999. He began working with the Company as Vice President of Mergers and
Acquisitions in 1987 and served in that capacity until 1994. He also served as a
director of the Company from 1989 to 1996. Mr. Reilly was the Chief Executive
Officer of Wireless One, Inc., a wireless cable television company, from 1994 to
1997 after which he rejoined the Company.Company as Vice President of Mergers and
Acquisitions and President of the Company's real estate division, TLC
Properties, Inc. Mr. Reilly received a B.A. from Harvard University in 1984 and
a J.D. from Harvard Law School in 1989.
ITEM 2. PROPERTIES
The Company's 53,500 square foot management headquarters is located in Baton
Rouge, Louisiana. The Company occupies approximately 90% of the space in this
facility and leases the remaining space. The Company owns 127160 local operating
facilities with front office administration and sales office space connected to
back-shop poster and bulletin production space. In addition, the Company leases
an additional 122124 operating facilities at an aggregate lease expense for 20012002 of
approximately $3.8 million.
The Company owns approximately 3,0003,300 parcels of property beneath outdoor
structures. As of December 31, 2001,2002, the Company had approximately 75,10075,700 active
outdoor site leases accounting for a total annual lease expense of approximately
$121.0$132.3 million. This amount represented 17%18% of total outdoor advertising net
revenues for that period. The Company's leases are for varying terms ranging
from month-to-month to in some cases a term of over ten years, and many provide
the Company with renewal options. There is no significant concentration of
displays under any one lease or subject to negotiation with any one landlord.
The Company believes that an important part of its management activity is to
manage its lease portfolio and negotiate suitable lease renewals and extensions.
ITEM 3. LEGAL PROCEEDINGS
The Company from time to time is involved in litigation in the ordinary course
of business, including disputes involving advertising contracts, site leases,
employment claims and construction matters. The Company is also involved in
routine administrative and judicial proceedings regarding billboard permits,
fees and compensation for condemnations. The Company is not a party to any
lawsuit or proceeding which, in the opinion of management, is likely to have a
material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
8
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Since August 2, 1996, the Company's Class A common stock has traded on the
over-the-counter market and prices have been quoted on the Nasdaq National
Market under the symbol LAMR. Prior to August 2, 1996, the day on which the
Class A common stock was first publicly traded, there was no public market for
the Class A common stock. As of March 1, 2002,5, 2003, the Class A common stock was held
by 200198 shareholders of record. The Company believes, however, that the actual
number of beneficial holders of the Class A common stock may be substantially
greater than the stated number of holders of record because a substantial
portion of the Class A common stock is held in street name.
The following table sets forth, for the periods indicated, the high and low bid
prices for the Class A common stock as reported on the Nasdaq National Market.
HIGH LOW
---- ---------- -------
Fiscal year ended December 31, 2000:
First Quarter $70.25 $40.13
Second Quarter 50.38 36.50
Third Quarter 50.75 37.63
Fourth Quarter 49.00 36.00
Fiscal year ended December 31, 2001:
First Quarter $49.38 $32.13$ 49.38 $ 32.13
Second Quarter 46.78 34.13
Third Quarter 46.12 24.65
Fourth Quarter 42.55 28.70
Fiscal year ended December 31, 2002:
First Quarter $ 43.50 $ 33.35
Second Quarter 45.66 32.90
Third Quarter 37.72 25.48
Fourth Quarter 36.80 27.55
The Company's Class B common stock is not publicly traded and is held of record
by members of the Reilly Family and the Reilly Family Limited Partnership.
The Company does not anticipate paying dividends on either class of its common
stock in the foreseeable future. The Company's Series AA preferred stock is
entitled to preferential dividends, in an annual aggregate amount of $364,903,
before any dividends may be paid on the common stock. In addition, the Company's
new bank credit facility and other indebtedness have terms restricting the
payment of dividends. Any future determination as to the payment of dividends
will be subject to such limitations, will be at the discretion of the Company's
Board of Directors and will depend on the Company's results of operations,
financial condition, capital requirements and other factors deemed relevant by
the Board of Directors.
ITEM 6. SELECTED FINANCIAL DATA
LAMAR ADVERTISING COMPANY
The selected consolidated statement of operations and balance sheet data
presented below are derived from the audited consolidated financial statements
of the Company. The data presented below should be read in conjunction with the
audited consolidated financial statements, related notes and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included herein.
9
STATEMENT OF OPERATIONS DATA:
(Dollars in Thousands)
For the Years Ended December 31,
2002 2001 2000 1999 1998
1997
---- ---- ---- ---- ---------------- ------------ ------------ ------------ ------------
Net revenues $ 775,682 $ 729,050 $ 687,319 $ 444,135 $ 288,588
$ 201,062
----------- ----------- ----------- ----------- ----------------------- ------------ ------------ ------------ ------------
Operating expenses:
Direct advertising expenses 274,772 251,483 217,465 143,090 92,849
63,390
General and administrative expenses 167,182 151,048 138,072 94,372 60,935
45,368
Depreciation and amortization 277,893 355,529 318,096 177,138 88,791 48,317
Gain on disposition of assets (336) (923) (986) (5,481) (1,152)
(15)
----------- ----------- ----------- ----------- ----------------------- ------------ ------------ ------------ ------------
Total operating expenses 719,511 757,137 672,647 409,119 241,423
157,060
----------- ----------- ----------- ----------- ----------------------- ------------ ------------ ------------ ------------
Operating income (loss) income56,171 (28,087) 14,672 35,016 47,165
44,002------------ ------------ ------------ ------------ ------------
Other expense (income):
Loss on early extinguishment of debt 5,850 -- -- 298 --
Interest income (929) (640) (1,715) (1,421) (762)
(1,723)
Interest expense 107,272 126,861 147,607 89,619 60,008
38,230
----------- ----------- ----------- ----------- ----------------------- ------------ ------------ ------------ ------------
Total other expense 112,193 126,221 145,892 88,19888,496 59,246
36,507
----------- ----------- ----------- ----------- ----------------------- ------------ ------------ ------------ ------------
Loss before income taxes extraordinary item
and cumulative effect of an accounting change(56,022) (154,308) (131,220) (53,182)(53,480) (12,081)
7,495change
Income tax expense (benefit)benefit (19,694) (45,674) (37,115) (9,596)(9,712) (191)
4,654
----------- ----------- ----------- ----------- -----------
Earnings (loss) before extraordinary item
and cumulative effect of an accounting
change (108,634) (94,105) (43,586) (11,890) 2,841
Extraordinary loss on debt extinguishment -- -- (182) -- --
----------- ----------- ----------- ----------- -----------
Earnings (loss)------------ ------------ ------------ ------------ ------------
Loss before cumulative effect of an
accounting change (36,328) (108,634) (94,105) (43,768) (11,890) 2,841
Cumulative effect of an accounting change -- -- -- (767) --
--
----------- ----------- ----------- ----------- ----------------------- ------------ ------------ ------------ ------------
Net earnings (loss)loss (36,328) (108,634) (94,105) (44,535) (11,890) 2,841
Preferred stock dividends (365) (365) (365) (365) (365)
----------- ----------- ----------- ----------- ----------------------- ------------ ------------ ------------ ------------
Net earnings (loss)loss applicable to common stock $ (36,693) $ (108,999) $ (94,470) $ (44,900) $ (12,255)
$ 2,476
=========== =========== =========== =========== ===========
Earnings (loss)============ ============ ============ ============ ============
Loss per common share - basic
and diluted:
Earnings (loss)Loss before extraordinary item and accounting change (1)$ (0.36) $ (1.11) $ (1.04) $ (0.64) $ (0.24)
$ 0.05
Extraordinary loss on debt extinguishment(1) -- -- -- -- --
Cumulative effect of a change in accounting
principle (1)-- -- -- (0.01) --
--
----------- ----------- ----------- ----------- ----------------------- ------------ ------------ ------------ ------------
Net earnings (loss) (1)loss $ (0.36) $ (1.11) $ (1.04) $ (0.65) $ (0.24)
$ 0.05
=========== =========== =========== =========== ======================= ============ ============ ============ ============
Other Data:
Adjusted EBITDA (2)(1) $ 333,728 $ 326,519 $ 331,782 $ 206,673 $ 134,804
$ 92,304Adjusted EBITDA marginmargin(2) 43% 45% 48% 47% 47%
46%
Cash flows fromprovided by operating activities (3) $ 237,017 $ 190,632 $ 177,601 $ 110,551 $ 72,498
$ 45,783
Cash flows fromused in investing activities (3) $ (155,763) $ (382,471) $ (435,595) $ (950,650) $ (535,217)
$ (370,228)
Cash flows from(used in) provided by financing
activities (3) $ (78,529) $ 132,384 $ 321,933 $ 719,903 $ 584,070
$ 250,684
BALANCE SHEET DATA (4):
Cash and cash equivalents $ 15,610 $ 12,885 $ 72,340 $ 8,401 $ 128,597
$ 7,246
Working capital 21,316 67,455 40,787 94,221 18,662(5) 95,922 27,261 72,526 43,112 96,205
Total assets 3,665,707 3,637,773 3,206,945 1,413,377 651,336(5) 3,888,106 3,671,652 3,642,844 3,209,270 1,415,361
Total debt (including current maturities) 1,994,433 1,811,585 1,738,280 1,615,781 876,532
539,200
Total long-term obligations 1,871,587 1,819,857 1,730,710 857,760 551,865(5) 1,856,372 1,877,532 1,824,928 1,733,035 859,744
Stockholders' equity 1,709,173 1,672,221 1,689,455 1,391,529 466,779 68,713
(1) After giving effect to the three-for-two split of the Company's Class A
and Class B common stock effected in February 1998.
(2) "EBITDA"Adjusted EBITDA is defined as earningsoperating income (loss) before interest, taxes,
depreciation and amortization and gain or loss on disposition of
assets. It represents a
measure which management believes is customarily used to evaluate the
financial performance of companies in the media industry. However,Adjusted EBITDA is not a measure of financial performance under
accounting principles generally accepted in the United States of
America and(GAAP). Adjusted EBITDA should not be considered in isolation
or as an alternative to operatingnet income or net earningscash flows from operating
activities, which are determined in accordance with GAAP, as an
indicator of the Company's operating performance or to net cash provided
by operating activities as a measure of its
liquidity. It is, however, a measurement that Company management
believes is useful to evaluate the Company's operating performance as
it reflects operating income before the impact of depreciation and
amortization and gain or loss of disposition of assets, which can vary
widely depending on non-operating activities. Adjusted EBITDA is also a
measure that management believes is customarily used by financial
analysts to evaluate the financial performance of companies in the
media industry. The calculation of Adjusted EBITDA used by the Company
may not be comparable to similarly titled measures used by other
companies. Set forth below is a reconciliation of Adjusted EBITDA to
operating income (loss):
Years ended December 31,
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Operating income (loss) $ 56,171 $ (28,087) $ 14,672 $ 35,016 $ 47,165
Depreciation and amortization 277,893 355,529 318,096 177,138 88,791
Gain on disposition of assets (336) (923) (986) (5,481) (1,152)
---------- ---------- ---------- ---------- ----------
Adjusted EBITDA $ 333,728 $ 326,519 $ 331,782 $ 206,673 $ 134,804
========== ========== ========== ========== ==========
(2) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net
revenues.
(3) Cash flows from operating, investing, and financing activities are
obtained from the Company's consolidated statements of cash flows
prepared in accordance with accounting principles generally accepted in the United
States of America.GAAP.
(4) As of the end of the period.
(5) Certain balance sheet reclassifications were made in order to be
comparable to the current year presentation.
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This report contains forward-looking statements, including in particular,
statements regarding the Company's anticipated performance in 2002.for the first quarter
of 2003. These statements are subject to risks and uncertainties that could
cause actual results to differ materially from those projected in these
forward-looking statements. These risks and uncertainties include, among others,
(1) the Company's significant indebtedness; (2) the continued popularity of
outdoor advertising as an advertising medium; (3) the regulation of the outdoor
advertising industry; (4) the Company's need for and ability to obtain
additional funding for acquisitions or operations; (3)(5) the integration of
companies that the Company acquires and its ability to recognize cost savings or
operating efficiencies as a result of these acquisitions; (4) the continued
popularity of outdoor advertising as an advertising medium; (5) the regulation
of the outdoor advertising industry; (6) the extent and
length of the current economic downturn generally and the demand for advertising
in particular; and (7) other factors, including those described below under the
heading "Factors Affecting Future Operating Results", and elsewhere in this
Annual Report. In
addition, under SFAS No. 142, the Company will periodically test goodwill for
impairment. The Company's future reported earnings will decrease to the extent
it determines that such impairment exists. The Company cautions investors 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 years ended December 31, 2002, 2001
and 2000. This discussion should be read in conjunction with the consolidated
financial statements of the Company and the related notes.
OVERVIEW
The Company's net revenues, which represent gross revenues less commissions paid
to advertising agencies that contract for the use of advertising displays on
behalf of advertisers, are derived primarily from the sale of advertising on
outdoor advertising displays owned and operated by the Company.
Since December 31, 2000, the Company has increased the number of outdoor
advertising displays it operates by approximately 11% by completing over 180
strategic acquisitions of outdoor advertising and transit assets for an
aggregate purchase price of approximately $466 million, which included the
issuance of 2,130,464 shares of Lamar Advertising Company Class A common stock
valued at the time of issuance at approximately $85.1 million. The Company has
financed its recent acquisitions and intends to finance its future acquisition
activity from available cash, borrowings under its bank credit agreement and the
issuance of Class A common stock. See "Liquidity and Capital Resources" below.
As a result of acquisitions, the operating performance of individual markets and
of the Company as a whole are not necessarily comparable on a year-to-year
basis.
The Company relies on sales of advertising space for its revenues, and its
operating results are therefore affected by general economic conditions, as well
as trends in the advertising industry.
Growth of the Company's business requires expenditures for maintenance and
capitalized costs associated with new billboard displays, logo sign and transit
contracts, and the purchase of real estate and operating equipment. Capitalized
expenditures were $78.4 million in 2002, $85.3 million in 2001 and $78.3 million
in 2000. The following table presents a breakdown of capitalized expenditures
for the past three years:
In Thousands
2002 2001 2000
--------- --------- ---------
Billboard $ 47,424 $ 53,486 $ 46,412
Logos 6,605 8,222 10,595
Transit 3,949 6,447 5,225
Land and buildings 13,761 10,115 9,824
PP&E 6,651 7,050 6,248
--------- --------- ---------
Total capital expenditures $ 78,390 $ 85,320 $ 78,304
========= ========= =========
11
CRITICAL ACCOUNTING POLICIES
In response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies", theThe Company believes the following critical accounting policies effect its
significant judgments and estimates used in the preparation of its consolidated
financial statements:
Revenue Recognition - As discussed in Note 1 of the Notes to the Consolidated
Financial Statements, the Company recognizes revenues as advertising services
are provided. Advertising revenue is recorded net of agency commissions.
Intangible Assets - The Company has significant intangible assets recorded on
its balance sheet. Intangible assets primarily represent goodwill of $1,178
million, site locations of $761 million and customer relationships of $176
million associated with the Company's acquisitions. Site locations and customer relationshipsThe fair values of
intangible assets recorded are amortizeddetermined using discounted cash flow models that
require management to make assumptions related to the straight-line
method over their estimated lives ranging from five to fifteen years. Goodwill
represents the excessfuture operating results
of the cost of acquired businesses over the fair market
value of their identifiable net assets. Effective January 1, 2002, the Company
adopted SFAS No. 142 "Goodwill and Other Intangible Assets". The effect will be
to eliminate the amortization expense for goodwill. As of December 31, 2001, the
Company had net unamortized goodwill of $1,138 millioneach acquisition and the adoptionanticipated future economic environment. If actual
results differ from management's assumptions, an impairment of SFAS
No. 142 will decrease amortization expense, for this goodwill beginningthese intangibles
may exist and a charge to income would be made in 2002
by approximately $91 million annually.the period such impairment is
determined.
Accounting Estimates - Management is required to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues, expenses and
related disclosure of contingent liabilities. The Company bases its estimates on
historical experience, reasonable assumptions and where applicable, established
valuation techniques. Specifically, management has made critical estimates in
the following areas:
Allowance for Doubtful Accounts - The Company maintains allowances for
doubtful accounts based on the payment patterns of its customers.
Management analyzes historical results, the economic environment,
changes in the credit worthiness of its customers, and other relevant
factors in determining the adequacy of the Company's allowance. Long LivedBad
debt expense was $9 million, $8 million and $6 million or approximately
1% of net revenue for the years ended December 31, 2002, 2001 and 2000,
respectively. If the future economic environment continues to decline,
the inability of customers to pay may occur and the allowance for
doubtful accounts may need to be increased, which will result in
additional bad debt expense in future years.
Long-Lived Asset Recovery - Long-lived assets, consisting primarily of
property, plant and equipment and intangibles comprise a significant
portion of the Company's total assets. Long-livedProperty, plant and equipment of
$1,284 million and intangible assets including
goodwill and intangiblesof $989 million are reviewed for
impairment whenever events or changes in circumstances have indicated
that their carrying amounts may not be recoverable. Recoverability of
assets is measured by a comparison of the carrying amount of an asset
to future undiscounted net cash flows expected to be generated by that
asset. Theasset before interest expense. These undiscounted cash flow projections
are based on historical
experience, managements viewmanagement assumptions surrounding future operating
results and anticipated future economic environment. If actual results
differ from management's assumptions, an impairment of growth rates withinthese intangible
assets may exist and a charge to income would be made in the industryperiod
such impairment is determined.
Goodwill Impairment - The Company had goodwill of $1,178 million as of
December 31, 2002 and must perform an annual impairment analysis of
goodwill or more frequently if events and circumstances indicate that
the asset might be impaired. This analysis requires management to make
assumptions as to the implied fair value of goodwill as compared to its
carrying value. In conducting the impairment analysis, the Company
determines implied fair value of goodwill utilizing quoted market
prices of its Class A common stock, as well as discounted cash flow
models before interest expense. These discounted cash flow models
require management to make assumptions related to the future operating
results of the Company and the anticipated future economic environment.
Cash flow models are also used to
calculate intangible asset values from acquisition activity.Based upon the Company's review, no impairment charge was required upon
the adoption of Statement of Financial Accounting Standard (SFAS) No.
142, "Goodwill and Other Intangible Assets," in January 2002 or at its
annual test for impairment on December 31, 2002.
Deferred Taxes - As of December 31, 2001,2002, the Company has made the
determination that its deferred tax assets of $146.9 million, the
primary component of which is the Company's net operating loss
carryforward, are fully realizable due to the existence of certain
deferred tax liabilities of approximately $254.8 million that are
anticipated to reverse during the carryforward period. Accordingly, the
Company has not recorded a valuation allowance to reduce its deferred
tax assets. Should the Company determine that it would not be able to
realize all or part of its net deferred tax assets in the future, an
adjustment to the deferred tax asset would be charged to income in the
period such determination was made. 11
LAMAR ADVERTISING COMPANY
The following isFor a discussionmore detailed description,
see Note 9 of the consolidated financial condition and
results of operations ofNotes to the Company for the years ended December 31, 2001, 2000
and 1999. This discussion should be read in conjunction with the consolidated
financial statements of the Company and the related notes.
OVERVIEW
The Company's net revenues, which represent gross revenues less commissions paid
to advertising agencies that contract for the use of advertising displays on
behalf of advertisers, are derived primarily from the sale of advertising on
outdoor advertising displays owned and operated by the Company.
The Company has grown significantly during the last three years, primarily as
the result of (i) internal growth in its existing outdoor advertising business,
(ii) acquisitions of outdoor advertising businesses and structures, and (iii)
the expansion of the Company's logo sign business. The Company's net advertising
revenues increased by $284.9 million from $444.1 million for the year ended
December 31, 1999 to $729.0 million for the year ended December 31, 2001,
representing a compound annual growth rate of approximately 28%. During the same
period, EBITDA increased $119.8 million from $206.7 million for the year ended
December 31, 1999 to $326.5 million for the year ended December 31, 2001,
representing a compound annual growth rate of approximately 26%.
The Company plans to continue a strategy of expanding through both internal
growth and acquisitions. As a result of acquisitions, the operating performance
of individual markets and of the Company as a whole are not necessarily
comparable on a year-to-year basis. All recent acquisitions have been accounted
for using the purchase method of accounting and, consequently, operating results
from acquired operations are included from the respective dates of those
acquisitions.
Since December 31, 2000, the Company has increased the number of outdoor
advertising displays it operates by approximately 10% by completing over 100
strategic acquisitions of outdoor advertising and transit assets for an
aggregate purchase price of approximately $331 million which included the
issuance of 725,000 shares of Class A common stock valued at approximately $29
million. The Company has financed its recent acquisitions and intends to finance
its acquisition activity from available cash, borrowings under its bank credit
agreement and the issuance of Class A common stock. See "Liquidity and Capital
Resources" below.
The Company relies on sales of advertising space for its revenues, and its
operating results are therefore affected by general economic conditions, as well
as trends in the advertising industry.
Growth of the Company's business requires expenditures for maintenance and
capitalized costs associated with new billboard displays, logo sign and transit
contracts, and the purchase of real estate and operating equipment. Capitalized
expenditures were $77.2 million in 1999, $78.3 million in 2000 and $85.3 million
in 2001. The following table presents a breakdown of capitalized expenditures
for the past three years:
in thousands
---------------------------------
1999 2000 2001
------- ------- -------
Outdoor $51,724 $46,412 $53,486
Logos 11,270 10,595 8,222
Transit 1,015 5,225 6,447
Land and buildings 5,850 9,824 10,115
PP&E 7,327 6,248 7,050
---------------------------------
Total capital expenditures $77,186 $78,304 $85,320
=================================
Consolidated Financial Statements.
12
RESULTS OF OPERATIONS
The following table presents certain items in the Consolidated Statements of
Operations as a percentage of net revenues for the years ended December 31,
2002, 2001 2000 and 1999:2000:
Year ended December 31,
-----------------------------------------------------------------------
2002 2001 2000
1999
------ ------ -------------- -------- --------
Net revenues 100.0% 100.0% 100.0%
Operating expenses:
Direct advertising expenses 35.4 34.5 31.6 32.2
General and administrative expenses 21.6 20.7 20.1 21.2
EBITDA (1) 44.8 48.3 46.5
Depreciation and amortization 35.8 48.9 46.3
39.9
Operating income (loss) income7.2 (3.9) 2.1
7.9
Interest expense 13.8 17.4 21.5
20.2
Other expense 17.3 21.2 19.9
Net loss (4.7) (14.9) (13.7)
(10.0)Adjusted EBITDA 43.0 44.8 48.3
(1)Adjusted EBITDA is defined as earningsoperating income (loss) before interest, taxes, depreciation and
amortization and gain or loss on disposition of assets. It represents a measure
which management believes is customarily used to evaluate the financial
performance of companies in the media industry. However,Adjusted EBITDA is not a
measure of financial performance under accounting principles generally accepted
in the United States of America and(GAAP). Adjusted EBITDA should not be considered
in isolation or as an alternative to operatingnet income or net earningscash flows from operating
activities, which are determined in accordance with GAAP, as an indicator of the
Company's operating performance or to net cash provided by operating activities as a measure of its liquidity. It is, however,
a measurement that Company management believes is useful to evaluate the
Company's operating performance as it reflects operating income before the
impact of depreciation and amortization and gain or loss of disposition of
assets, which can vary widely depending on non-operating activities. Adjusted
EBITDA is also a measure that management believes is customarily used by
financial analysts to evaluate the financial performance of companies in the
media industry. The calculation of Adjusted EBITDA used by the Company may not
be comparable to similarly titled measures used by other companies. Set forth
below is a reconciliation of Adjusted EBITDA to operating income (loss):
Year ended December 31,
--------------------------------------
(dollars in thousands)
2002 2001 2000
---------- ---------- ----------
Operating income (loss) $ 56,171 $ (28,087) $ 14,672
Depreciation and amortization 277,893 355,529 318,096
Gain on disposition of assets (336) (923) (986)
---------- ---------- ----------
Adjusted EBITDA $ 333,728 $ 326,519 $ 331,782
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Net revenues increased $46.6 million or 6.4% to $775.7 million for the year
ended December 31, 2002 from $729.1 million for the same period in 2001. This
increase was attributable primarily to (i) an increase in billboard net revenues
of $38.3 million or 5.5%, (ii) a $2.6 million increase in logo sign revenue,
which represents an increase of 7.3% over the prior year, and (iii) a $3.8
million increase in transit revenue, which represents an 81.7% increase over the
prior year.
The increase in billboard net revenues of $38.3 million was significantly due to
acquisition activity. During the two year period ending December 31, 2002, the
Company acquired approximately $466.3 million of outdoor advertising assets
within markets the Company previously operated. The aggregate net revenues of
these acquired assets for the twelve-month period prior to acquisition was
approximately $65 million. The acquisitions were completed at various intervals
during 2001 and 2002 and the actual net revenues were included in the Company's
performance at that time. Because of adverse economic conditions that existed in
2002, the Company's billboard net revenue growth came from acquisitions as
described above.
The increase in logo sign revenue of $2.6 million was significantly due to price
increases negotiated by the Company with the state of Virginia, which generated
an increase in net revenue of $1.3 million as compared to the same period in
2001. The remaining increase of $1.3 million was generated by internal growth
across various markets within the logo sign program.
The increase in transit revenue of $3.8 million was generated by internal growth
resulting from changes in management and sales processes within the transit
program.
Operating expenses, exclusive of depreciation and amortization and gain on sale
of assets, increased $39.5 million or 9.8% to $442.0 million for the year ended
December 31, 2002 from $402.5 million for the same period in 2001. There was a
$36.2 million increase as a result of additional operating expenses related to
the operations of acquired outdoor advertising assets and increases in
personnel, sign site rent, insurance costs and property taxes. The remaining
$3.3 million increase in expenses is a result of increases in logo sign, transit
and corporate overhead expenses.
13
As a result of the contributing factors discussed above, Adjusted EBITDA
increased $7.2 million to $333.7 million for the year ended December 31, 2002
from $326.5 million for the same period in 2001. The definition of Adjusted
EBITDA and other important information, including a reconciliation to operating
income (loss), are set forth above. See "Results of Operations" on page 13.
Depreciation and amortization expense decreased $77.6 million or 21.8% from
$355.5 million for the year ended December 31, 2001 to $277.9 million for the
year ended December 31, 2002 as a result of the Company's adoption of SFAS No.
142, "Goodwill and Other Intangible Assets", which eliminated the amortization
expense for goodwill.
Due to the above factors, operating income increased $84.3 million to $56.2
million for year ended December 31, 2002 compared to an operating loss of $28.1
million for the same period in 2001.
On October 25, 2002, the Company's wholly-owned subsidiary, Lamar Media Corp.,
redeemed all of its outstanding 9 1/4% Senior Subordinated Notes due 2007 in
aggregate principal amount of approximately $74.1 million for a redemption price
equal to 104.625% of the principal amount thereof plus accrued interest to the
redemption date of approximately $1.3 million. In the fourth quarter of 2002,
the Company recorded approximately $5.9 million as an expense related to the
prepayment of the 9 1/4% Senior Subordinated Notes due 2007.
Interest expense decreased $19.6 million from $126.9 million for the year ended
December 31, 2001 to $107.3 million for the year ended December 31, 2002 as a
result of lower interest rates for the year ended December 31, 2002 as compared
to the same period in 2001.
The increase in operating income and the decrease in interest expense described
above resulted in a $98.3 million decrease in loss before income taxes. The
decrease in loss before income taxes, resulted in a decrease in the income tax
benefit of $26.0 million for the year ended December 31, 2002 over the same
period in 2001. The effective tax rate for the year ended December 31, 2002 is
35.2%.
As a result of the above factors, the Company recognized a net loss for the year
ended December 31, 2002 of $36.3 million, as compared to a net loss of $108.6
million for the same period in 2001.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
TotalNet revenues increased $41.7 million or 6.1% to $729.1 million for the year
ended December 31, 2001 from $687.3 million for the same period in 2000. This
increase was predominantly attributable to (i) an increase in billboard net
revenues of $43.4 million or 6.7%, which was generated by acquisitions during
2001 and 2000, and (ii) a $2.7 million increase in logo sign revenue, which
represents a 8.2% increase over the prior year, and (iii) offset by at $2.6
million decrease in transit revenue.
The increase in billboard net revenues of $43.4 million was due to acquisition
activity. During the two year period ending December 31, 2001, the Company
acquired approximately $876.8 million of outdoor advertising assets within
markets the Company previously operated. The aggregate net revenues of these
assets for the twelve-month period prior to acquisition was approximately $117
million.
The acquisitions were completed at various intervals during 2000 and 2001 and
the actual net revenues were included in the Company's performance at that time.
Because of adverse economic conditions that existed in 2001, the Company's
billboard net revenue growth came from acquisitions as described above.
The increase in logo sign revenue of $2.7 million was due to both price
increases negotiated by the Company with the state of Texas, which generated an
increase in net revenue of $0.7 million as compared to the same period in 2000,
and additional logo interchanges awarded in the state of Michigan, which
generated an increase in net revenue of $0.5 million as compared to the same
period in 2000. The remaining increase of $1.5 million was generated by internal
growth across various markets within the logo sign program.
The decrease in transit revenue of $2.6 million was primarily caused by a
decrease in net revenue of $2.2 million in the Company's Denver, Colorado
market, as a result of a management problem and other sales processes issues,
which were subsequently addressed by allocating additional management resources
to this market and renegotiating certain contractual obligations to reduce
required fixed payments.
Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, increased $47.0 million or 13.2% to $402.5 million for
the year ended December 31, 2001 from $355.5 million for the same period in
2000. This increase is primarily due to additional operating expenses associated
with acquisitions made in 2001 and 2000 and increases in personnel, sign site
rent, materials and overhead.
14
As a result of these factors, Adjusted EBITDA decreased $5.3 million or 2%1.6% to
$326.5 million for the year ended December 2001 from $331.8 million for the same
period in 2000. For year 2001 same store net revenueThe definition of Adjusted EBITDA and EBITDA declined 1.8% and 8.2%
respectively over year 2000 results. Same store is defined by the Company as
outdoor markets owned and operated for twelve months or longer. The decline in
same store net revenue and EBITDA was due primarilyother important
information, including a reconciliation to adverse economic
conditions in 2001. Advertisers spent less for product promotion during 2001
which resulted in fewer billboard units being sold over the previous year.operating income (loss), are set
forth above. See "Results of Operations" on page 13.
Depreciation and amortization expense increased $37.4 million or 11.8% from
$318.1 million for the year ended December 31, 2000 to $355.5 million for the
year ended December 31, 2001 as a result of an increase in capital assets
resulting from the Company's recent acquisition activity.
Due to the above factors, operating income decreased $42.8 million or 291.4%291.2%
from $14.7 million for the year ended December 31, 2000 to a $28.1 million
operating loss for the year ended December 31, 2001.
Interest expense decreased $20.7 million from $147.6 million for the year ended
December 31, 2000 to $126.9 million for the year ended December 31, 2001 as a
result of declining interest rates for the year ended December 31, 2001 over the
same period in 2000.
The decrease in operating income offset by the decrease in interest expense
described above resulted in a $23.1 million increase in loss before income
taxes, extraordinary item and cumulative effect of a change in accounting
principle.taxes.
The increase in loss before income taxes, resulted in an increase in the income
tax benefit of $8.6 million for the year ended December 31, 2001 over the same
period in 2000. The effective tax rate for the year ended December 31, 2001 is
29.6% which is less than the statutory rates due to permanent difference
resulting from non-deductible amortization of goodwill.
13
As a result of the foregoing factors, the Company recognized a net loss for the
year ended December 31, 2001 of $108.6 million, as compared to a net loss of
$94.1 million for the same period in 2000.
The Company currently anticipates difficult economic conditions to continue for
at least the first two quarters of 2002. The guidance provided by the Company
for the first quarter of 2002 translates into a same store decline in net
revenue and EBITDA of approximately 4% and 13% respectively.
YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999
Total revenues increased $243.2 million or 54.8% to $687.3 million for the year
ended December 31, 2000 from $444.1 million for the same period in 1999. This
increase was predominantly attributable to (i) an increase in billboard net
revenues of $234.7 million or 56.9%, which was attributable to the Company's
acquisitions during 2000 and 1999 and internal growth within the Company's
previously existing markets, and (ii) a $4.6 million increase in logo sign
revenue, which represents a 16.5% increase over the prior year. The increase in
logo sign revenue was due to the completion of development of the new logo sign
contracts awarded in 2000 and 1999 and the continued expansion of the Company's
existing logo sign contracts.
Operating expenses, exclusive of depreciation and amortization and gain on
disposition of asset, increased $118.0 million or 49.7% to $355.5 million for
the year ended December 31, 2000 from $237.5 million for the same period in
1999. This increase was the result of (i) an increase in personnel costs, sign
site rent and other costs related to the increase in revenue and (ii)
additional operating expenses related to the Company's recent acquisitions and
the continued development of the logo sign business.
EBITDA increased $125.1 million or 61% to $331.8 million for the year ended
December 31, 2000 from $206.7 million for the same period in 1999.
For year 2000 same store net revenue and EBITDA increased 9.0% and 14.0%
respectively over year 1999 results. Same store is defined by the Company as
outdoor markets owned and operated for twelve months or longer. This increase
was primarily due to strong local advertising demand for the Company's billboard
inventory.
Depreciation and amortization expense increased $141.0 million or 79.6% from
$177.1 million for the year ended December 31, 1999 to $318.1 million for the
year ended December 31, 2000 as a result of an increase in capital assets
resulting from the Company's recent acquisition activity.
Due to the above factors, operating income decreased $20.3 million or 58.0% from
$35.0 million for the year ended December 31, 1999 to $14.7 million for the year
ended December 31, 2000.
Interest expense increased $58.0 million from $89.6 million for the year ended
December 31, 1999 to $147.6 million for the year ended December 31, 2000 as a
result of an entire year of interest expense related to the Company's 5 1/4%
Convertible Notes due 2006 issued in August 1999, greater amounts outstanding
under the bank credit agreement to finance recent acquisitions and an increase
in interest rates during the period.
The decrease in operating income and the increase in interest expense described
above resulted in a $78.0 million increase in loss before income taxes,
extraordinary item and cumulative effect of a change in accounting principle.
The increase in loss before income taxes, resulted in an increase in the income
tax benefit of $27.5 million for the year ended December 31, 2000 over the same
period in 1999.
As a result of the foregoing factors, the Company recognized a net loss for the
year ended December 31, 2000 of $94.1 million, as compared to a net loss of
$44.5 million for the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically satisfied its working capital requirements with
cash from operations and borrowings under its bank credit facility. The
Company's wholly owned subsidiary, Lamar Media, is the borrower under the bank
credit facility and maintains all corporate cash balances. Any cash requirements
of Lamar Advertising, therefore, must be funded by distributions from Lamar
Media. The Company's acquisitions have been financed primarily with funds
borrowed under itsthe bank credit facility and issuance of its Class A common stock
and debt securities. If an acquisition is made by one of the Company's
subsidiaries using the Company's Class A common stock, a permanent contribution
of additional paid-in-capital of Class A common stock is distributed to that
subsidiary.
The Company's net cash provided by operating activities increased to $190.6$237.0
million in fiscal 20012002 due primarily to an increasea decrease in net loss of $72.3 million
offset by a decrease in noncash items of $29.9$42.6 million, which primarily includes
an increasea decrease in depreciation and amortization of $37.4$77.6 million offset by a
increasedecrease in deferred income tax benefit of $9.4$30.8 million, the loss on early
extinguishment of debt of $2.4 million and an increase in the provision for
doubtful accounts of $1.8$1.2 million as a result of an increase in bad debt expense
of the same amount. ThereIn addition as compared to 2001, there was also an increase
in net loss of $14.5 million, a decrease in
receivables of $3.8 million which
represents a 4% increase while actual net revenues increased $41.7 million or 6%
as compared to the prior period. In addition, there was a decrease in other
assets of $1.9$5.0 million, an increase in trade accounts payable of $1.7 million, a
decrease in
14
accrued expenses of $10.5$11.8 million primarily due to the $5.0 million reduction
in bonuses paid to management in 2001,
and an increase in deferred income of $0.8$2.3 million. Net cash used in investing
activities decreased $53.1$226.7 million from
$435.6 million in 2000 to $382.5 million in 2001 to $155.8
million in 2002 primarily due to the decrease in merger and acquisition activity
by the Company in the second half2002 of 2001
that was caused by the worsening economy and the September 11 attacks.$222.9 million. There was also a $7.0$6.9 million increasedecrease
in capital expenditures offset by an increaseand a decrease in proceeds from the sale of property and
equipment of $2.1$1.5 million. Net cash provided byused in financing activities decreased $189.5increased to
$78.5 million in fiscal 20012002 due to a $144.7 million decrease in proceeds from issuance of Class A common stock
offset by a $16 million increase in borrowings from credit agreements. There was
also a $61.7$73.6 million increase in principal
payments of long-term debt due primarily to the principal payments required underredemption of the Lamar Media's
9 1/4% Senior Subordinated Notes. In addition, there was a $46.3 million
decrease in proceeds from issuance of the Company's bankClass A common stock and an
$80 million decrease in borrowings from credit agreement.agreements.
During the year ended December 31, 2001,2002, the Company financed its acquisition
activity of approximately $331.1$135.2 million with approximately $56.0$60.0 million remaining from the Company's equity offering in November 2000,
borrowings under the Company's old bank credit agreement and the issuance
of approximately 725,0001,405,464 shares of the Company's Class A common stock. The firstDuring 2002, the Company
paid off its outstanding revolver balance and made scheduled principal payments
of approximately $61.5$66.6 million under the Company's old bank credit agreement became due during the
second halfagreement. As
of 2001. Amortization of principal continues in 2002 and until 2006
when the facility is fully repaid. At December 31, 2001,2002, the Company had $210$309.6 million available under the old
revolving bank credit facility.
SubsequentThe Company's wholly-owned subsidiary, Lamar Media Corp., replaced its old bank
credit facility with a new bank credit facility on March 7, 2003. The new bank
credit facility comprised of a $225.0 million revolving bank credit facility and
a $975.0 million term facility. The new bank credit facility also includes a
$500.0 million incremental facility, which permits Lamar Media to year
end, on January 11, 2002 the Company activated $200 million in new borrowingsrequest that
its lenders enter into commitments to make additional term loans to it, up to a
maximum aggregate amount of $500.0 million. The lenders have no obligation to
make additional term loans to Lamar Media under the incremental facility, of its bank credit agreement. The proceeds were
used to reduce the balance of the revolving bank credit facility balance by $160
million and approximately $10 million was used for operations resultingbut
may enter into such commitments in excess cash on hand of $30 million. Also on January 30, 2002, JPMorgan Chase
issued a standby letter of credit of approximately $3.2 million to benefit
American Casualty Insurance Company, the provider of the Company's general
liability and workman's compensation coverage. This issuance reduces the
Company's availability under its revolving credit facility. After these
transactions, availability under the revolving bank credit facility was
approximately $347 million.their sole discretion.
In the future, the CompanyLamar Media has principal reduction obligations and revolver
commitment reductions under its new bank credit agreement. In addition it has
fixed commercial commitments. These commitments are detailed as follows:
15
Payments Due by Period
(in millions)
-----------------------------------------------------------------------------------
Balance at Less
Contractual December 31, than 1 1 - 3 4 - 5 After 5
Obligations 20012002 Year Years Years Years
- -------------------------------- --------------------------------------------------------- ------------ ---------- ----------- --------------------- ---------- ----------
Long-Term Debt (1) $ 1,811.6 66.6 283.9 888.4 572.71,994.4 259.7 60.8 638.1 1,035.8
Billboard site and building leases 744.7 98.7 166.2 124.9 354.9$ 783.0 103.0 168.3 127.2 384.5
---------- ----- ----- ------- --------------- ---------- ---------- ----------
Total Payments due $ 2,556.3 165.3 450.1 1,013.3 927.62,777.4 362.7 229.1 765.3 1,420.3
========== ===== ===== ======= =============== ========== ========== ==========
Amount of Commitment
Expiration Per Period
-----------------------------------------------------------------------------------
Other Less
Commercial Total Amount
Other Committed at Less
Commercial December 31, than 1 1 - 3 4 - 5 After 5
Commitments 2001Committed Year Years Years Years
- -------------------------------- --------------------------------------------------------- ------------ ---------- ----------- --------------------- ---------- ----------
Revolving Bank Facility (1) (2) $ 350.0 35.0 140.0 175.0225.0 -- -- -- 225.0
========== ===== ===== ======= =============== ========== ========== ==========
Standby Letters of Credit $ .3 .35.4 1.1 -- --4.3 --
========== ===== ===== ======= =============== ========== ========== ==========
(1) The CompanyUpdated to reflect the terms of the Company's new credit facility,
effective March 7, 2003.
(2) Lamar Media had $140 millionno balance outstanding at December 31, 2001.
The publicly issued2002.
On September 25, 2002, the Company's wholly owned subsidiary, Lamar Media Corp.,
called for full redemption on October 25, 2002 of its outstanding 9 1/4% Senior
Subordinated 1996Notes due 2007 in aggregate principal amount of approximately $74.1
million for a redemption price equal to 104.625% of the principal amount thereof
plus accrued interest to the redemption date of approximately $1.3 million.
Lamar Media called the 9 1/4% Senior Subordinated Notes due 2007 pursuant to the
optional redemption provisions of the 9 1/4% Senior Subordinated Notes due 2007
and the related indenture applicable to optional redemptions. Lamar Media used
cash on hand to redeem the 9 1/4% Senior Subordinated Notes due 2007. In the
fourth quarter of 2002, the Company recorded approximately $5.9 million as an
expense related to the prepayment of the 9 1/4% Senior Subordinated Notes due
2007.
On September 25, 1997, Lamar Media issued $200 million aggregate principal
amount of 8 5/8% Senior Subordinated Notes due 2007. These notes are redeemable
at the Company'sits option at any time at redemption prices with a premium that decreases
annually from approximately 4.3% for a redemption on or after December 31, 2001 and September 15,
2002, respectively, atto approximately 2.9% on or after September 15, 2003, and further to
approximately 1.5% on or after September 15, 2004, with no premium if the
redemption prices specified by the indentures, andoccurs on or after September 15, 2005. The notes are required to be
repurchased earlier in the event of a change of control of the
Company.control. The indenturesindenture covering
the 1996 and 1997 Notes includenotes also includes certain restrictive covenants whichthat limit the Company'sits ability to
incur additional debt, pay dividends and make other restricted payments,
consummate certain transactions and other matters.
On December 23, 2002, Lamar Media issued $260 million in principal amount of
7 1/4% Senior Subordinated Notes due 2013. These notes are unsecured senior
subordinated obligations of Lamar Media and (i) are subordinated to all of Lamar
Media's existing senior debt, (ii) will be subordinated to any future senior
debt incurred by Lamar Media, (iii) rank equally with all of Lamar Media's
existing and any future senior subordinated debt and (iv) will rank senior to
any future subordinated debt incurred by Lamar Media. The net proceeds from the
issuance and sale of these notes, together with additional cash, were used on
January 22, 2003 to redeem all of Lamar Media's outstanding 9 5/8% Senior
Subordinated Notes due 2006 for a total redemption price of approximately $266.7
million, which consisted of a redemption price equal to 103.208% of the
outstanding $255 million aggregate principal amount and accrued interest thereon
to the date of redemption of approximately $3.5 million. The Company will record
a loss on the extinguishment of debt of approximately $6.8 million in the first
quarter of 2003.
The indentures relating to Lamar Media's outstanding notes restrict its ability
to incur indebtedness other than:
o up to $1.3 billion of indebtedness under its bank credit
facility;
o currently outstanding indebtedness or debt incurred to
refinance outstanding debt;
o inter-company debt between Lamar Media and its subsidiaries or
between subsidiaries; and
o certain other debt incurred in the ordinary course of business
(provided that all of the above ranks junior in right of
payment to the notes that has a maturity or mandatory sinking
fund payment prior to the maturity of the notes).
Lamar Media is required to comply with certain covenants and restrictions under
its new bank credit agreement. If the Company fails to comply with certainthese tests,
the payments as exhibitedset forth in the above table may be accelerated. At December 31,
20012002 and currently the CompanyLamar Media is in compliance with all such tests.
1516
Lamar Media cannot exceed the following financial ratios under its new bank
credit facility:
o a total debt ratio, defined as total consolidated debt to
EBITDA, as defined below, for the most recent four fiscal
quarters, of 6.00 to 1 (through December 30, 2004) and 5.75 to
1 (after December 30, 2004); and
o a senior debt ratio, defined as total consolidated senior debt
to EBITDA, as defined below, for the most recent four fiscal
quarters, of 4.00 to 1 (through December 30, 2004) and 3.75 to
1 (after December 30, 2004).
In addition, the new bank credit facility requires that Lamar Media must
maintain the following financial ratios:
o an interest coverage ratio, defined as EBITDA, as defined
below, for the most recent four fiscal quarters to total
consolidated accrued interest expense for that period, of at
least 2.25 to 1; and
o a fixed charges coverage ratio, defined as the ratio of
EBITDA, as defined below, for the most recent four fiscal
quarters to (1) the total payments of principal and interest
on debt for such period (2) capital expenditures made during
such period and (3) income and franchise tax payments made
during such period, of at least 1.05 to 1.
As defined under Lamar Media's new bank credit facility, EBITDA is, for any
period, operating income for Lamar Media and its restricted subsidiaries
(determined on a consolidated basis without duplication in accordance with GAAP)
for such period (calculated before taxes, interest expense, depreciation,
amortization and any other non-cash income or charges accrued for such period
and (except to the extent received or paid in cash by Lamar Media or any of its
restricted 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 whereby insurance or
other proceeds are received and certain dispositions not in the ordinary course.
Any dividend payment made by Lamar Media or any of its restricted subsidiaries
to Lamar Advertising Company during any period to enable Lamar Advertising
Company to pay certain qualified expenses on behalf of Lamar Media and its
subsidiaries, shall be treated as operating expenses of Lamar Media for the
purposes of calculating EBITDA for such period. EBITDA under the new bank credit
agreement is also adjusted to reflect certain acquisitions or dispositions as if
such acquisitions or dispositions were made on the first day of such period.
The Company believes that its current level of cash on hand, availability under
its new bank credit agreement and future cash flows from operations are
sufficient to meet its operating needs through the year 2002.2003. All debt
obligations are on the Company's balance sheet.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, Financial Accounting Standards Board (FASB) issued SFAS No. 143,
"Accounting for Asset Retirement Obligations." SFAS No. 143 requires the Company
to record the fair value of an asset retirement obligation as a liability in the
period in which it incurs a legal obligation associated with the retirement of
tangible long-lived assets that result from the acquisition, construction,
development, and/or normal use of the assets. The Company will also record a
corresponding asset that is depreciated over the life of the asset. Subsequent
to the initial measurement of the asset retirement obligation, the obligation
will be adjusted at the end of each period to reflect the passage of time and
changes in the estimated future cash flows underlying the obligation. The
Company is required to adopt SFAS No. 143 on January 1, 2003. The Company has
not yet determined the impact to the consolidated financial statements for the
adoption of SFAS No. 143.
In June 2002, the FASB issued SFAS No. 141, "Business Combinations"146, "Accounting for Costs Associated
with Exit or Disposal Activities", ("Statement 146") which addresses financial
accounting and SFASreporting for costs associated with exit or disposal activities.
It nullifies EITF Issue No. 142, "Goodwill94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Intangible Assets"Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). SFAS No. 141" The principal difference between Statement
146 and Issue 94-3 relates to the recognition of a liability for a cost
associated with an exit or disposal activity. Statement 146 requires that a
liability be recognized for those costs only when the purchase methodliability is incurred,
that is, when it meets the definition of accounting be useda liability in the FASB's conceptual
framework. In contrast, under Issue 94-3, a company recognized a liability for
all business combinationsan exit cost when it committed to an exit plan. Statement 146 also establishes
fair value as the objective for initial measurement of liabilities related to
exit or disposal activities. The Statement is effective for exit or disposal
activities that are initiated after June 30, 2001 as well as all purchase method business combinations
completed after June 30, 2001. SFAS No. 142 requires that goodwillDecember 31, 2002 and intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets
with estimable useful lives be amortized over their respective estimated useful
livesis not expected to
their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of". The adoption of SFAS No.
141 as of July 1, 2001 had nohave an impact on the Company's financial statements. The Company adopted the
provisions related to Statement No. 146 as of January 1, 2003.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107
and a rescission of FASB Interpretation No. 34". This Interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. The Interpretation
also clarifies that a
17
guarantor is required to adoptrecognize, at inception of a guarantee, a liability for
the fair value of the obligation undertaken. The initial recognition and
measurement provisions of SFAS No. 142 effective
January 1, 2002. Furthermore, goodwillthe Interpretation are applicable to guarantees issued
or modified after December 31, 2002 and intangible assets determinedare not expected to have an indefinite useful life acquired in a purchase business combination completedmaterial
effect on the Company's financial statements. The disclosure requirements are
effective for financial statements of interim and annual periods ending after
June 30, 2001, but before SFAS No. 142 is adopted in full was not
amortized but continues to be evaluated for impairment in accordance with the
appropriate pre-Statement 142 literature. As of December 31, 2001, the Company
had unamortized goodwill of approximately $1.1 billion which will be subject to
the transition provisions of SFAS No. 142.15, 2002.
In accordance with the transitional
provisions of SFAS No. 142 effective July 1, 2001 any goodwill resulting from
acquisitions closed after July 1, 2001 was not amortized.
In August, 2001,December 2002, the FASB issued SFAS No. 144,148, "Accounting for the Impairment or
DisposalStock-Based
Compensation - Transition and Disclosure, an amendment of Long-Lived Assets" (SFASFASB Statement No.
144). SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.123." This Statement requires that long-lived assets be reviewedamends FASB Statement No. 123, "Accounting for impairment
whenever events or changes in circumstances indicate that the carrying amountStock-Based
Compensation," to provide alternative methods of an asset may not be recoverable. Recoverability of assetstransition for a voluntary
change to be held and used is
measured by a comparison of the carrying amount of an asset to future net cash
flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized by
the amount by which the carrying amount of the asset exceeds the fair value method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require prominent disclosures in both annual and interim
financial statements. Certain of the asset. SFASdisclosure modifications are required for
fiscal years ending after December 15, 2002 and are included in the notes to
these consolidated financial statements.
In January 2003, the FASB issued Interpretation No. 144 requires companies46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to separately report discontinued
operationsvariable interests in variable interest entities created after
January 31, 2003, and extends that reporting to a component of an entity that either
has been disposed of (by sale, abandonment, orvariable interests in a distribution to owners) or
is classified as held for sale. Assets to be disposed of are reported at the
lowervariable interest entities
obtained after January 31, 2003. The application of the carrying amountInterpretation is not
expected to have a material effect on the Company's financial statements as the
Company has no variable interest entities. The Interpretation requires certain
disclosures in financial statements issued after January 31, 2003 if it is
reasonably possible that the Company will consolidate or fair value less costs to sell. The Company is
required to adopt SFAS No. 144 on January 1, 2002.disclose information
about variable interest entities when the Interpretation becomes effective.
LAMAR MEDIA CORP.
On July 20, 1999, Lamar Advertising Company completed a corporate reorganization
to create a new holding company structure. The reorganization was accomplished
through a merger under section 251(g) of the Delaware General Corporation Law.
At the effective time of the merger, all stockholders of Lamar Advertising
Company became stockholders in a new holding company and Lamar Advertising
Company became a wholly-owned subsidiary of the new holding company. The new
holding company took the Lamar Advertising Company name and the old Lamar
Advertising Company was renamed Lamar Media Corp. In the merger, all outstanding
shares of old Lamar Advertising Company's capital stock were converted into
shares of the new holding company with the same voting powers, designations,
preferences and rights, and the same qualifications, restrictions and
limitations, as the shares of old Lamar Advertising Company.
The following is a discussion of the consolidated financial condition and
results of operations of Lamar Media for the years ended December 31, 2002, 2001
2000
and 1999.2000. This discussion should be read in conjunction with the consolidated
financial statements of Lamar Media and the related notes.
The following table presents certain items in the Consolidated Statements of
Operations as a percentage of net revenues for Lamar Media Corp. for the years
ended December 31, 2002, 2001 and 2000:
Year ended December 31,
----------------------------------------
2002 2001 2000
-------- -------- --------
Net revenues 100.0% 100.0% 100.0%
Operating expenses:
Direct advertising expenses 35.4 34.5 31.6
General and administrative expenses 21.5 20.7 20.0
Depreciation and amortization 35.4 48.2 45.9
Operating income (loss) 7.7 (3.3) 2.6
Interest expense 11.9 15.5 21.5
Net loss (3.2) (13.4) (13.4)
Adjusted EBITDA 43.1 44.8 48.4
Adjusted EBITDA is defined as operating income (loss) before depreciation and
amortization and gain or loss on disposition of assets. Adjusted EBITDA is not a
measure of financial performance under accounting principles generally accepted
in the United States of America (GAAP). Adjusted EBITDA should not be considered
in isolation or as an alternative to net income or cash flows from operating
activities, which are determined in accordance with GAAP, as an indicator of
Lamar Media's operating performance or as measure of its liquidity. It is,
however, a measurement that Lamar Media management believes is useful to
evaluate Lamar Media's performance as it reflects operating income before the
impact of depreciation and amortization and gain or loss of disposition of
assets, which can vary widely depending on non-operating activities. Adjusted
EBITDA is also a measure that management believes is customarily used by
financial analysts to evaluate the financial performance of companies in the
media industry. The calculation of Adjusted EBITDA used by Lamar Media may not
be comparable to similarly titled measures used by other companies.
Set forth below is a reconciliation of Adjusted EBTIDA to operating income
(loss):
Year ended December 31,
-----------------------------------------------
(dollars in thousands)
2002 2001 2000
----------- ----------- -----------
Operating income (loss) $ 59,707 $ (24,050) $ 18,083
Depreciation and amortization 274,644 351,754 315,465
Gain on disposition of assets (336) (923) (986)
----------- ----------- -----------
Adjusted EBITDA $ 334,015 $ 326,781 $ 332,562
18
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Net revenues increased $46.6 million or 6.4% to $775.7 million for the year
ended December 31, 2002 from $729.1 million for the same period in 2001. This
increase was attributable primarily to (i) an increase in billboard net revenues
of $38.3 million or 5.5%, (ii) a $2.6 million increase in logo sign revenue
which represents a 7.3% increase over the prior year, (iii) and a $3.8 million
increase in transit revenue, which represents a 81.7% increase over the prior
year.
The increase in billboard net revenues of $38.3 million was significantly due to
acquisition activity. During the two year period ending December 31, 2002, Lamar
Media acquired approximately $461.6 million of outdoor advertising assets within
markets Lamar Media previously operated. The aggregate net revenues of these
acquired assets for the twelve month period prior to acquisition was
approximately $65.0 million. The acquisitions were completed at various
intervals during 2001 and 2002 and the actual net revenues were included in
Lamar Media's performance at that time. Because of adverse economic conditions
that existed in 2002, Lamar Media's billboard net revenue growth came from
acquisitions as described above.
The increase in logo sign revenue of $2.6 million was significantly due to price
increases negotiated by Lamar Media with the state of Virginia, which generated
an increase in net revenue of $1.3 million as compared to the same period in
2001. The remaining increase of $1.3 million was generated by internal growth
across various markets within the logo sign program.
The increase in transit revenue of $3.8 million was generated by internal growth
resulting from changes in management and sales processes within the transit
program.
Operating expenses, exclusive of depreciation and amortization and gain on sale
of assets, increased $39.4 million or 9.8% to $441.7 million for the year ended
December 31, 2002 from $402.3 million for the same period in 2001. There was a
$36.2 million increase as a result of additional operating expenses related to
the operations of acquired outdoor advertising assets and increases in
personnel, sign site rent, insurance costs and property taxes. The remaining
$3.2 million increase in expenses is a result of increases in logo sign, transit
and overhead expenses.
As a result of the contributing factors discussed above, Adjusted EBITDA
increased $7.2 million to $334.0 million for the year ended December 31, 2002
from $326.8 million for the same period in 2001. The definition of Adjusted
EBITDA and other important information, including a reconciliation to operating
income (loss) are set forth above. See "Results of Operations" on page 18.
Depreciation and amortization expense decreased $77.2 million or 21.9% from
$351.8 million for the year ended December 31, 2001 to $274.6 million for the
year ended December 31, 2002 as a result of Lamar Media's adoption of SFAS No.
142, "Goodwill and Other Intangible Assets", which eliminated the amortization
expense for goodwill.
Due to the above factors, operating income increased $83.8 million to $59.7
million for year ended December 31, 2002 compared to an operating loss of $24.1
million for the same period in 2001.
On October 25, 2002, Lamar Media redeemed all of its outstanding 9 1/4% Senior
Subordinated Notes due 2007 in aggregate principal amount of approximately $74.1
million for a redemption price equal to 104.625% of the principal amount thereof
plus accrued interest to the redemption date of approximately $1.3 million. In
the fourth quarter of 2002, Lamar Media recorded approximately $5.9 million as
an expense related to the prepayment of the 9 1/4% Senior Subordinated Notes due
2007.
Interest expense decreased $20.8 million from $113.0 million for year ended
December 31, 2001 to $92.2 million for the year ended December 31, 2002 as a
result of lower interest rates as compared to the same period in 2001.
The increase in operating income and the decrease in interest expense described
above resulted in a $99.0 million decrease in loss before income taxes. The
decrease in loss before income taxes, resulted in an decrease in the income tax
benefit of $26.4 million for the year ended December 31, 2002 over the same
period in 2001. The effective tax rate for the year ended December 31, 2002 is
33.3%.
As a result of the above factors, Lamar Media recognized a net loss for the year
ended December 31, 2002 of $25.0 million, as compared to a $97.6 million loss in
2001.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
TotalNet revenues increased $41.7$41.8 million or 6.1% to $729.0$729.1 million for the year
ended December 31, 2001 from $687.3 million for the same period in 2000. This
increase was predominantly attributable to (i) an increase in billboard net
revenues of $43.4
19
million or 6.7%, which was generated by acquisitions during 2001 and 2000, and
(ii) a $2.7 million increase in logo sign revenue, which represents a 8.2%
increase over the prior year, and (iii) offset by at $2.6 million decrease in
transit revenue.
The increase in billboard net revenues of $43.4 million was due to acquisition
activity. During the two year period ending December 31, 2001, Lamar Media
acquired approximately $868.7 million of outdoor advertising assets within
markets it previously operated. The aggregate net revenues of these acquired
assets for the twelve month period prior to its acquisition was approximately
$117 million.
The acquisitions were completed at various intervals during 2000 and 2001 and
the actual net revenues were included in Lamar Media's performance at that time.
Because of adverse economic conditions that existed in 2001, Lamar Media's
billboard net revenue growth came from acquisitions as described above.
The increase in logo sign revenue of $2.7 million was due to both price
increases negotiated by Lamar Media with the state of Texas, which generated an
increase in net revenue of $0.7 million as compared to the same period in 2000
and additional logo interchanges awarded in the state of Michigan, which
generated an increase in net revenue of $0.5 million as compared to the same
period in 2000. The remaining increase of $1.5 million was generated by internal
growth across various markets within the logo sign program.
The decrease in transit revenue of $2.6 million was primarily caused by a
decrease in net revenue of $2.2 million in the Company's Denver, Colorado
market, as a result of a management problem and other sales processes issues
which were subsequently addressed by allocating additional management resources
to this market and renegotiating certain contractual obligations to reduce
required fixed payments.
Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, increased $47.5 million or 13.4% to $402.3 million for
the year ended December 31, 2001 from $354.8 million for the same period in
2000. This increase is primarily due to additional operating expenses associated
with acquisitions made in 2001 and 2000 and increases in personnel, sign site
rent, materials and overhead.
16
As a result of these factors, Adjusted EBITDA decreased $5.8 million or 2%1.7% to
$326.8 million for the year ended December 2001 from $332.6 million for the same
period in 2000. For year 2001 same store net revenueThe definition of Adjusted EBITDA and EBITDA declined 1.8% and 8.2%
respectively over year 2000 results. Same store is defined by the Companyother important
information, including a reconciliation to operating income (loss), as outdoor markets owned and operated for twelve months or longer. The decline in
same store net revenue and EBITDA was due primarily to adverse economic
conditions in 2001. Advertisers spent less for product promotion during 2001
which resulted in fewer billboard units being sold over the previous year.set forth
above. See "Results of Operations" on page 18.
Depreciation and amortization expense increased $36.3 million or 11.5% from
$315.5 million for the year ended December 31, 2000 to $351.8 million for the
year ended December 31, 2001 as a result of an increase in capital assets
resulting from Lamar Media's recent acquisition activity.
Due to the above factors, operating income decreased $42.1$42.2 million or 232.6%233.1%
from $18.1 million for the year ended December 31, 2000 to a $24.0$24.1 million
operating loss for the year ended December 31, 2001.
Interest expense decreased $34.6 million from $147.6 million for the year ended
December 31, 2000 to $113.0 million for the year ended December 31, 2001 as a
result of declining interest rates for the twelve months ending December 31,
2001 over the same period in 2000.
The decrease in operating income offset by the decrease in interest expense
described above resulted in a $8.6 million increase in loss before income taxes,
extraordinary item and cumulative effect of a change in accounting principle.taxes.
The increase in loss before income taxes, resulted in an increase in the income
tax benefit of $3.0 million for the year ended December 31, 2001 over the same
period in 2000. The effective tax rate for the year ended December 31, 2001 is
28.4%28.5% which is less than the statutory rates due to the permanent differences
resulting from nondeductible amortization of goodwill.
As a result of the foregoing factors, Lamar Media recognized a net loss for the
year ended December 31, 2001 of $97.6 million, as compared to a net loss of
$91.9 million for the same period in 2000.
The Company currently anticipates difficult economic conditions to continue for
at least the first two quarters of 2002. The guidance provided by the Company
for the first quarter of 2002 translates into a same store decline in net
revenue and EBITDA of approximately 4% and 13% respectively.
YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999
Total revenues increased $243.2 million or 54.8% to $687.3 million for the year
ended December 31, 2000 from $444.1 million for the same period in 1999. This
increase was predominantly attributable to (i) an increase in billboard net
revenues of $234.7 million or 56.9%, which was attributable to Lamar Media's
acquisitions during 2000 and 1999 and internal growth within Lamar Media's
previously existing markets, and (ii) a $4.6 million increase in logo sign
revenue, which represents a 16.5% increase over the prior year. The increase in
logo sign revenue was due to the completion of development of the new logo sign
contracts awarded in 2000 and 1999 and the continued expansion of Lamar Media's
existing logo sign contracts.
Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, increased $117.4 million or 49.5% to $354.8 million for
the year ended December 31, 2000 from $237.4 million for the same period in
1999. This increase was the result of (i) an increase in personnel costs, sign
site rent and other costs related to the increase in revenue and (ii)
additional operating expenses related to Lamar Media's recent acquisitions and
the continued development of the logo sign business.
EBITDA increased $125.8 million or 61% to $332.6 million for the year ended
December 31, 2000 from $206.8 million for the same period in 1999.
For year 2000 same store net revenue and EBITDA increased 9.0% and 14.0%
respectively over year 1999 results. Same store is defined by the Company as
outdoor markets owned and operated for twelve months or longer. This increase
was primarily due to strong local advertising demand for the Company's billboard
inventory.
Depreciation and amortization expense increased $139.3 million or 79.0% from
$176.2 million for the year ended December 31, 1999 to $315.5 million for the
year ended December 31, 2000 as a result of an increase in capital assets
resulting from Lamar Media's recent acquisition activity.
Due to the above factors, operating income decreased $17.9 million or 49.7% from
$36.0 million for the year ended December 31, 1999 to $18.1 million for the year
ended December 31, 2000.
17
Interest expense increased $58.0 million from $89.6 million for the year ended
December 31, 1999 to $147.6 million for the year ended December 31, 2000 as a
result of interest expense on Lamar Media's obligation to Lamar Advertising
Company and greater amounts outstanding under the new bank credit agreement to
finance recent acquisitions.
The decrease in operating income and the increase in interest expense described
above resulted in a $75.6 million increase in loss before income taxes,
extraordinary item and cumulative effect of a change in accounting principle.
The increase in loss before income taxes, resulted in an increase in the income
tax benefit of $26.6 million for the year ended December 31, 2000 over the same
period in 1999.
As a result of the foregoing factors, Lamar Media recognized a net loss for the
year ended December 31, 2000 of $91.9 million, as compared to a net loss of
$43.9 million for the same period in 1999.
FACTORS AFFECTING FUTURE OPERATING RESULTS
BECAUSE THE COMPANY HAS SIGNIFICANT FIXED PAYMENTS ON IT'S DEBT, IT MAY LACK
SUFFICIENT CASH FLOW TO OPERATECOMPANY'S SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT ITS BUSINESS AS IT HAS IN THE PAST AND
MAY CREATE A NEED TO BORROW ADDITIONAL MONEY IN THE FUTURE TO MAKE THESETHE
SIGNIFICANT FIXED PAYMENTS ON ITS DEBT AND OPERATE ITS BUSINESS.
The Company has borrowed substantial amounts of money in the past and may borrow
more money in the future. At December 31, 2001,2002, Lamar Advertising Company had
approximately $287.5 million of convertible notes outstanding. At December 31,
2001,2002, after giving effect to the redemption of Lamar Media's 9 5/8% Senior
Subordinated Notes due 2006 on January 22, 2003, Lamar Media would have had
approximately $1.5 billion of debt outstanding consisting of approximately
$979$975.5 million in bank
20
debt, $538$1.2 million in senior notes, $459.2 million in various series of senior
subordinated notes and $7$16.0 million in various other short-term and long-term
debt. AIn addition, the indentures governing Lamar Media's notes and bank credit
facility allows it to incur substantial additional indebtedness in the future.
As of December 31, 2002, Lamar Media had approximately $309.6 million available
to borrow under its then existing bank credit facility. On March 7, 2003, Lamar
Media replaced the bank credit facility with a new bank credit facility under
which it had $219.6 million of borrowing capacity as of March 7, 2003. The new
bank credit facility also permits Lamar Media to request that its lenders enter
into commitments to make additional term loans to Lamar Media, up to a maximum
aggregate amount of $500.0 million. Lamar Media's lenders have no obligation to
make additional term loans to Lamar Media, but may enter into such commitments
in their sole discretion. The Company's substantial indebtedness and the fact
that a large part of the Company's cash flow from operations must be used to
make principal and interest payments on its debt. Ifdebt may have important
consequences, including:
o limiting cash flow available to fund the Company's working
capital, capital expenditures, potential acquisitions or other
general corporate requirements;
o increasing the Company's vulnerability to general adverse
economic and industry conditions;
o limiting the Company's ability to obtain additional financing
to fund future working capital, capital expenditures,
potential acquisitions or other general corporate
requirements;
o limiting the Company's flexibility in planning for, or
reacting to, changes in its business and industry;
o placing the Company at a competitive disadvantage compared to
its competitors with less indebtedness; and
o making it more difficult for the Company to comply with
financial covenants in its bank credit facility.
In addition, if the Company's operations make less money in the future, it may
need to borrow to make these payments. In
addition, theprincipal and interest payments on its debt. The Company
also finances most of its acquisitions through borrowings under Lamar Media's
bank credit facility which as of December 31, 2001 had a total
committed amount of $1.19 billion in term, incremental and revolving credit
loans. As of December 31, 2001, the Company had approximately $210 million
available to borrow under this credit facility. Since its borrowing capacity under its credit facility is
limited, the Company may not be able to continue to finance future acquisitions
at its historical rate with borrowings under its credit facility. The Company
may need to borrow additional amounts or seek other sources of financing to fund
future acquisitions. The Company cannot guarantee
that suchSuch additional financing willmay not be available on favorable
terms. The Company may need the consent of the banks under its credit facility,
or the holders of other indebtedness, to borrow additional money.
RESTRICTIONS IN THE COMPANY'S, AND ITS WHOLLY-OWNED,WHOLLY OWNED, DIRECT SUBSIDIARY, LAMAR
MEDIA'S DEBT AGREEMENTS REDUCE OPERATING FLEXIBILITY AND CONTAIN COVENANTS AND
RESTRICTIONS THAT CREATE THE POTENTIAL FOR DEFAULTS.
The terms of the indenture relating to Lamar Advertising's outstanding notes,
Lamar Media's bank credit facility and the indentures relating to Lamar Media's
outstanding notes restrict, among other things, the ability of Lamar Advertising
and Lamar Media to:
- dispose of assets;
-o incur or repay debt;
-o dispose of assets;
o create liens;
-o make investments;
o enter into affiliate transactions; and
-o pay dividends.
Lamar Media's ability to make distributions to Lamar Advertising is also
restricted under the terms of these agreements. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" on page 15. Under Lamar Media's bank credit facility the
Company must maintain specified financial ratios and levels including:
-o a minimum interest coverage;
-coverage ratio;
o a minimum fixed charges ratios;
-ratio;
o a maximum senior debt ratios;ratio; and
-o a maximum total debt ratios.ratio.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" on page 15.
If Lamar AdvertisingMedia fails to comply with these tests, the lenders have the right to
cause all amounts outstanding under the bank credit facility to become
immediately due. If this were to occur, and the lenders decide to exercise their
right to accelerate the indebtedness, it would create serious financial problems
for the Company.Company and could lead to an event of default under the indentures
governing its debt. Any of these events could have a material adverse effect on
its business, financial condition and results of operations. The Company's
ability to comply with these restrictions, and any similar restrictions in
future agreements, depends on its operating performance. Because its performance
is subject to prevailing economic, financial and business conditions and other
factors that are beyond the Company's control, it may be unable to comply with
these restrictions in the future.
1821
THE COMPANY'S BUSINESS COULD BE HURT BYIS DERIVED FROM ADVERTISING AND ADVERTISING IS
PARTICULARLY SENSITIVE TO CHANGES IN ECONOMIC CONDITIONS AND ADVERTISING TRENDS.
The Company sells advertising space to generate revenues. Advertising spending
is particularly sensitive to changes in general economic conditions and
advertising spending typically decreases when economic conditions are tough. A
decrease in demand for advertising space could adversely affect the Company's
business. General
economic conditions and trends in the advertising industry affect the amount of
advertising space purchased. A reduction in money spent on itsadvertising displays could result from:
-o a general decline in economic conditions;
-o a decline in economic conditions in particular markets where
the Company conducts business;
-o a reallocation of advertising expenditures to other available
media by significant users of the Company's displays; or
-o a decline in the amount spent on advertising in general.
THE COMPANY'S OPERATIONS ARE IMPACTED BY THE REGULATION OF OUTDOOR ADVERTISING.ADVERTISING
BY FEDERAL, STATE AND LOCAL GOVERNMENTS.
The Company's operations are significantly impacted by federal, state and local
government regulation of the outdoor advertising business.
The federal government conditions federal highway assistance on states imposing
location restrictions on the placement of billboards on primary and interstate
highways. Federal laws also impose size, spacing and other limitations on
billboards. Some states have adopted standards more restrictive than the federal
requirements. Local governments generally control billboards as part of their
zoning regulations. Some local governments have enacted ordinances which require
removal of billboards by a future date. In addition, four states have enacted
bans on billboard advertising. Others prohibit the construction of new
billboards and the reconstruction of significantly damaged billboards, or allow
new construction only to replace existing structures.
Local laws which mandate removal of billboards at a future date often do not
provide for payment to the owner for the loss of structures that are required to
be removed. Some federal and state laws require payment of compensation in such
circumstances. Local laws that require the removal of a billboard without
compensation have been challenged in state and federal courts with conflicting
results. Accordingly, the Company may not be successful in negotiating
acceptable arrangements when the Company's displays have been subject to removal
under these types of local laws.
Additional regulations may be imposed on outdoor advertising in the future.
Legislation regulating the content of billboard advertisements has been
introduced in Congress from time to time in the past. Additional regulations or
changes in the current laws regulating and affecting outdoor advertising at the
federal, state or local level may have a material adverse effect on the
Company's results of operations.
THE COMPANY'S CONTINUED GROWTH BY ACQUISITIONS MAY BECOME MORE DIFFICULT AND
INVOLVES COSTS AND UNCERTAINTIES.
TheHistorically, the Company has substantially increased its inventory of
advertising displays through acquisitions. The Company's operatinggrowth strategy
involves making purchasesacquiring outdoor advertising businesses and assets in markets where it
currently competes as well as in new markets. However, the following factors may
affect the Company's ability to continue to pursue this strategy effectively.
- Theeffectively:
o there might not be suitable acquisition candidates,
particularly as a result of the consolidation of the outdoor
advertising market has been consolidating,industry, and thisthe Company may adversely affecthave a more
difficult time negotiating acquisitions that are favorable to
it;
o the Company's ability to find suitable candidates
for purchase.
- The Company is also likely tomay face increased competition from other outdoor
advertising companies, which may have greater financial
resources than the Company, for the companies orbusinesses and assets it
wishes to purchase. Increased competitionacquire, which may lead toresult in higher prices for outdoor advertising companiesthose
businesses and assets and decrease those it is
ableassets;
o the Company may not have access to purchase.
- The Company does not know if it will have sufficient capital
resources on acceptable terms, if at all, to make purchases,finance its
acquisitions and may not be able to obtain any required consents
from its lenders;
o the Company's lenders, or find acquisition opportunitiesCompany may be unable to effectively integrate acquired
businesses and assets with acceptable
terms.
- The Company must integrate newly acquired assets into its existing operations. From January 1, 2001 to December 31, 2001, the Company
completed over 100 transactions involving the purchaseoperations as a result
of
complementary outdoor advertising assets. The process of integrating
these acquisitions may result in unforeseen difficulties andthat could require significant time
and attention from Lamar'sits management that would otherwise be
directed at developing its existing business.
Further, Lamar cannot be certain thatbusiness; and
o the Company may not realize the benefits and cost savings that
it anticipates from these purchases will develop.
19
its acquisitions.
THE COMPANY FACES COMPETITION FROM LARGER AND MORE DIVERSIFIED OUTDOOR
ADVERTISERS AND OTHER FORMS OF ADVERTISING THAT COULD HURT ITS PERFORMANCE.
The Company cannotmay not be sure that in the future it willable to compete successfully against the current and
future forms of outdoor advertising and other media. The competitive pressure
that it faces could adversely affect its profitability or financial performance.
Although Lamar Advertising is the largest company focusing exclusively on
outdoor advertising, it faces competition from larger companies with
22
more diversified operations that also include television, radio and other
broadcast media. In addition, the Company's diversified competitors have the
opportunity to cross-sell their different advertising products to their
customers. The Company also faces competition from other forms of media,
including television, radio, newspapers, and direct mail advertising.advertising and the Internet. It must also
compete with an increasing variety of other out-of-home advertising media that
include advertising displays in shopping centers, malls, airports, stadiums,
movie theaters and supermarkets, and on taxis, trains and buses.
In the Company's logo sign business, it currently faces competition for
state-awarded service contracts from two other logo sign providers as well as
local companies. Initially, the Company competed for state-awarded service
contracts as they are privatized. Because these contracts expire after a limited
time, the Company must compete to keep its existing contracts each time they are
up for renewal.
IF THE COMPANY'S CONTINGENCY PLANS RELATING TO HURRICANES FAIL, THE RESULTING
LOSSES COULD HURT THE COMPANY'S BUSINESS.
Although the Company has developed contingency plans designed to deal with the
threat posed to advertising structures by hurricanes, it cannot guaranteeis possible that these
plans will not work. If these plans fail, significant losses could result.
A significant portion of its structures is located in the Mid-Atlantic and Gulf
Coast regions of the United States. These areas are highly susceptible to
hurricanes during the late summer and early fall. In the past, the Company has
incurred significant losses due to severe storms. These losses resulted from
structural damage, overtime compensation, loss of billboards that could not be
replaced under applicable laws and reduced occupancy because billboards were out
of service.
The Company has determined that it is not economical to obtain insurance against
losses from hurricanes and other storms.natural disasters. Instead, the Company has
developed contingency plans to deal with the threat of hurricanes. For example,
the Company attempts to remove the advertising faces on billboards at the onset
of a storm, when possible, which better permits the structures to better withstand high
winds during a storm. The Company then replaces these advertising faces after
the storm has passed. However, these plans may not be effective in the future
and, if they are not, significant losses may result.
THE COMPANY'S LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL.
A portion of the Company's revenues and operating income come from its
state-awarded service contracts for logo signs. For the year ended December 31,
2002, approximately 5% of the Company's net revenues were derived from its logo
sign contracts. The Company cannot predict what remaining states, if any, will
start logo sign programs or convert state-run logo sign programs to privately
operated programs. The Company currently competes with three other partieslogo sign
providers as well as local companies for new state-awarded service contracts for
logo signs. Even when
it is awarded such a contract, the award may be challenged under state contract
bidding requirements. If an award is challenged, the Company may incur delays
and litigation costs.
Generally, state-awarded logo sign contracts have a term includingof five to ten years,
with additional renewal options, of ten to twenty years.periods. Some states have the right to terminate a
contract early, but in most cases must pay compensation to the logo sign
provider for early termination. Typically, atAt the end of the term of the contract,
ownership of the structures is transferred to the state without
compensation tostate. Depending on the
contract in question, the logo sign provider.provider may or may not be entitled to
compensation at the end of the contract term. Of the Company's 21 logo sign
contracts in place at December 31, 2001, one remains2002, two are subject to renewal, one in June 2002July
2003 and one isin September 2003. Three are scheduled to terminate, one in
September 2003, and two in December 2002. There is no guarantee that the2003. The Company willmay not be able to obtain
new logo sign contracts or renew its existing contracts. In addition, after a
new state-awarded logo contract is received, the Company generally incurs
significant start-up costs. TheIf the Company cannot
guarantee that it willdoes not continue to have access to
the capital necessary to finance those costs.costs, it will not be able to accept new
contracts.
THE COMPANY'S OPERATIONS COULDCOMPANY IS CONTROLLED BY CERTAIN SIGNIFICANT STOCKHOLDERS WHO ARE ABLE TO
CONTROL THE OUTCOME OF ALL MATTERS SUBMITTED TO ITS STOCKHOLDERS FOR APPROVAL
AND WHOSE INTEREST IN THE COMPANY MAY BE AFFECTED BY THE LOSS OF KEY EXECUTIVES.
TheDIFFERENT THAN YOURS.
Certain members of the Reilly family, including Kevin P. Reilly, Jr., the
Company's success dependspresident and chief executive officer, as of December 31, 2002, own in
the aggregate approximately 16% of Lamar Advertising's common stock, assuming
the conversion of all Class B common stock to a significant extent uponClass A common stock. This
represents 66% of Lamar Advertising's outstanding voting stock. By virtue of
such stock ownership, such persons have the continued
servicespower to:
o elect the Company's entire board of directors;
o control the Company's management and policies; and
o determine the outcome of any corporate transaction or other
matters required to be submitted to the Company's stockholders
for approval, including the amendment of its executive officerscertificate of
incorporation, mergers, consolidation and other key management and sales personnel.
Although the Company has designed it's incentive and compensation programs to
retain key employees, the Company has no employment contracts with any employees
and nonesale of the executive officers have signed non-compete agreements. The
Company does not maintain key man insurance onall or
substantially all of its executives. If any of the
Company's executive officers or other key management and sales personnel stopped
working with the Company in the future, it could have an adverse effect on its
business.assets.
INFLATION
In the last three years, inflation has not had a significant impact on the
Company.
20
SEASONALITY
The Company's revenues and operating results have exhibited some degree of
seasonality in past periods. Typically, the Company experiences its strongest
financial performance in the summer and fall and its lowest in the first quarter
of the calendar year. The Company expects this trend to continue in the future.
Because a significant portion of the Company's expenses is fixed, a reduction in
revenues in any quarter is likely to result in a period to period decline in
operating performance and net earnings.
23
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
LAMAR ADVERTISING COMPANY AND LAMAR MEDIA CORP.
Lamar Advertising Company is exposed to interest rate risk in connection with
variable rate debt instruments issued by its wholly-ownedwholly owned subsidiary Lamar Media
Corp. The information below summarizes the Company's interest rate risk
associated with its principal variable rate debt instruments outstanding at
December 31, 2001,2002, and should be read in conjunction with Note 8 of the Notes to
the Company's Consolidated Financial Statements.
Loans under Lamar Media Corp.'s bank credit agreement bear interest at variable
rates equal to the JPMorgan Chase Prime Rate or LIBOR plus the applicable
margin. Because the JPMorgan Chase Prime Rate or LIBOR may increase or decrease
at any time, the Company is exposed to market risk as a result of the impact
that changes in these base rates may have on the interest rate applicable to
borrowings under the bank credit agreement. Increases in the interest rates
applicable to borrowings under the bank credit agreement would result in
increased interest expense and a reduction in the Company's net income and after
tax cash flow.income.
At December 31, 2001,2002, there was approximately $979$975.5 million of aggregate
indebtedness outstanding under the then existing bank credit agreement, or
approximately 56.1%56.2% of the Company's outstanding long-term debt on that date,
bearing interest at variable rates. The aggregate interest expense for 20012002 with
respect to borrowings under the bank credit agreement was $61.0$43.0 million, and the
weighted average interest rate applicable to borrowings under this credit
facility during 20012002 was 6.5%4.0%. Assuming that the weighted average interest rate
was 200-basis points higher (that is 8.5%6.0% rather than 6.5%4.0%), then the Company's
20012002 interest expense would have been approximately $19.7$20.5 million higher
resulting in a $12.0$12.5 million increase in the Company's 20012002 net loss and decrease in the Company's
after tax cash flow.loss.
The Company has mitigated the interest rate risk resulting from its variable
interest rate long-term debt instruments by issuing fixed rate long-term debt
instruments and maintaining a balance over time between the amount of the
Company's variable rate and fixed rate indebtedness. In addition, the Company
has and had the capability under the old and new bank credit agreement to fix
the interest rates applicable to its borrowings at an amount equal to LIBOR plus
the applicable margin for periods of up to twelve months, which would allow the
Company to mitigate the impact of short-term fluctuations in market interest
rates. In the event of an increase in interest rates, the Company may take
further actions to mitigate its exposure. The Company cannot guarantee, however,
that the actions that it may take to mitigate this risk will be feasible or
that, if these actions are taken, that they will be effective.
ITEM 8. FINANCIAL STATEMENTS (FOLLOWING ON NEXT PAGE)
2124
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Independent Auditors' Report................................................ 23Report ................................................... 26
Consolidated Balance Sheets as of December 31, 2002 and 2001 and 2000 ............... 24................... 27
Consolidated Statements of Operations for the years ended December 31,
2002, 2001 and 2000 and 1999................................................... 25....................................................... 28
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2002, 2001 and 2000 and 1999....................................... 26.......................................... 29
Consolidated Statements of Cash Flows for the years ended December 31,
2002, 2001 and 2000 and 1999................................................... 27...................................................... 30
Notes to Consolidated Financial Statements.................................. 28Statements ..................................... 31-51
Schedule 2 - 43Valuation and Qualifying Accounts for the years ended
December 31, 2002, 2001 and 2000 ......................................... 52
2225
INDEPENDENT AUDITORS' REPORT
Board of Directors
Lamar Advertising Company:
We have audited the accompanying consolidated balance sheets of Lamar
Advertising Company and subsidiaries as of December 31, 20012002 and 2000,2001, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 2001.2002.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lamar
Advertising Company and subsidiaries as of December 31, 20012002 and 2000,2001, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2001,2002, in conformity with accounting
principles generally accepted in the United States of America.
As discussed in Note 17 to the consolidated financial statements, the Company
changed its method of accounting for the costs of start-up activities in 1999.
As discussed in Note 171(d) to the consolidated financial statements,
effective July 1, 2001, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and
certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", as
required for goodwill and intangible assets resulting from business combinations
consummated after June 30, 2001. The provisions of SFAS No. 142 were fully
adopted on January 1, 2002.
/s/ KPMG LLP
KPMG LLP
New Orleans, Louisiana
February 5, 2003, except as to Note 8 2002
23which is as of March 7, 2003
26
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
(In thousands, except share and per share data)
ASSETSDECEMBER 31,
---------------------------
2002 2001
2000
------ ---- ---------------- ------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
ASSETS
Current assets:
Cash and cash equivalentsequivalents................................. $ 15,610 $ 12,885
$ 72,340Cash on deposit for debt extinguishment (note 8).......... 266,657 --
Receivables, net of allowance for doubtful accounts of
$4,914 in 2002 and 2001................................. 92,382 95,135
91,674
Prepaid expensesexpenses.......................................... 30,091 27,176
23,164Deferred income tax asset................................. 6,428 5,945
Other current assetsassets...................................... 7,315 8,019
8,738
----------- --------------------- ----------
Total current assets 143,215 195,916
----------- -----------assets........................................ 418,483 149,160
---------- ----------
Property, plant and equipment(noteequipment (note 4)...................... 1,850,657 1,777,399 1,630,866
Less accumulated depreciation and amortizationamortization............ (566,889) (451,686)
(335,991)
----------- --------------------- ----------
Net property, plant and equipmentequipment........................... 1,283,768 1,325,713
1,294,875
----------- --------------------- ----------
Goodwill (note 5)........................................... 1,178,428 1,134,760
Intangible assets(noteassets (note 5) 2,179,475 2,129,733.................................. 988,953 1,044,715
Other assets - non-currentassets................................................ 18,474 17,304
17,249
----------- --------------------- ----------
Total assets $ 3,665,707 $ 3,637,773
=========== ===========assets................................................ $3,888,106 $3,671,652
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payablepayable.................................... $ 10,04810,051 $ 9,91810,048
Current maturities of long-term debt(notedebt (note 8)............. 4,687 66,559
66,814Current maturities related to debt extinguishment (note
8)...................................................... 255,000 --
Accrued expenses(noteexpenses (note 7)................................. 38,881 33,674
40,724Deferred income........................................... 13,942 11,618
---------- ----------
Total current liabilities................................... 322,561 121,899
Long-term debt (note 8)..................................... 1,734,746 1,745,026
Deferred income 11,618 11,005
----------- -----------taxes (note 9).............................. 114,260 124,782
Other liabilities........................................... 7,366 7,724
---------- ----------
Total current liabilities 121,899 128,461
Long-term debt(note 8) 1,745,026 1,671,466
Deferred income taxes(note 9) 118,837 140,452
Other liabilities 7,724 7,939
----------- -----------
Total liabilities 1,993,486 1,948,318
----------- -----------liabilities........................................... 2,178,933 1,999,431
---------- ----------
Stockholders' equity(noteequity (note 11):
Series AA preferred stock, par value $.001, $63.80
cumulative dividends, authorized 5,720 shares; 5,719
shares issued and outstanding at 20012002 and 20002001.......... -- --
Class A preferred stock, par value $638, $63.80 cumulative
dividends, 10,000 shares authorized, 0 shares issued and
outstanding at 20012002 and 20002001............................ -- --
Class A common stock, par value $.001, 175,000,000 shares
authorized, 82,899,80085,077,038 and 80,101,79382,899,800 shares issued and
outstanding at 2002 and 2001, and 2000,
respectivelyrespectively.............. 85 83 80
Class B common stock, par value $.001, 37,500,000 shares
authorized, 16,611,83516,417,073 and 17,000,00016,611,835 shares issued and
outstanding at 2002 and 2001, and 2000,
respectively 17respectively.............. 16 17
Additional paid-in capitalcapital................................ 2,036,709 1,963,065
1,871,303
Accumulated deficitdeficit....................................... (327,637) (290,944)
(181,945)
----------- --------------------- ----------
Stockholders' equityequity........................................ 1,709,173 1,672,221
1,689,455
----------- --------------------- ----------
Total liabilities and stockholders' equityequity.................. $3,888,106 $3,671,652
========== ==========
See accompanying notes to consolidated financial statements.
27
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
-------------------------------------------------
2002 2001 2000
--------------- -------------- --------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Net revenues:........................................ $ 3,665,707775,682 $ 3,637,773729,050 $ 687,319
------------ ----------- -----------
Operating expenses:
Direct advertising expenses........................ 274,772 251,483 217,465
General and administrative expenses................ 167,182 151,048 138,072
Depreciation and amortization...................... 277,893 355,529 318,096
Gain on disposition of assets...................... (336) (923) (986)
------------ ----------- -----------
719,511 757,137 672,647
------------ ----------- -----------
Operating income (loss)............................ 56,171 (28,087) 14,672
Other expense (income):
Loss on early extinguishment of debt............... 5,850 -- --
Interest income.................................... (929) (640) (1,715)
Interest expense................................... 107,272 126,861 147,607
------------ ----------- -----------
112,193 126,221 145,892
------------ ----------- -----------
Loss before income taxes............................. (56,022) (154,308) (131,220)
Income tax benefit (note 9).......................... (19,694) (45,674) (37,115)
------------ ----------- -----------
Net loss............................................. (36,328) (108,634) (94,105)
Preferred stock dividends............................ 365 365 365
------------ ----------- -----------
Net loss applicable to common stock.................. $ (36,693) $ (108,999) $ (94,470)
============ =========== ===========
Net loss per common share -- basic and diluted....... $ (0.36) $ (1.11) $ (1.04)
============ =========== ===========
Weighted average common shares outstanding........... 101,089,215 98,566,949 91,164,884
Incremental common shares from dilutive stock
options............................................ -- -- --
Incremental common shares from convertible debt...... -- -- --
------------ ----------- -----------
Weighted average common shares assuming dilution..... 101,089,215 98,566,949 91,164,884
============ =========== ===========
See accompanying notes to consolidated financial statements.
24
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(In thousands, except share and per share data)
2001 2000 1999
---- ---- ----
Net revenues: $ 729,050 $ 687,319 $ 444,135
------------ ------------ ------------
Operating expenses:
Direct advertising expenses 251,483 217,465 143,090
General and administrative expenses 151,048 138,072 94,372
Depreciation and amortization 355,529 318,096 177,138
Gain on disposition of assets (923) (986) (5,481)
------------ ------------ ------------
757,137 672,647 409,119
------------ ------------ ------------
Operating (loss) income (28,087) 14,672 35,016
Other expense (income):
Interest income (640) (1,715) (1,421)
Interest expense 126,861 147,607 89,619
------------ ------------ ------------
126,221 145,892 88,198
------------ ------------ ------------
Loss before income taxes, extraordinary item and cumulative effect
of a change in accounting principle (154,308) (131,220) (53,182)
Income tax benefit (note 9) (45,674) (37,115) (9,596)
------------ ------------ ------------
Loss before extraordinary item and cumulative effect of a change in
accounting principle (108,634) (94,105) (43,586)
Extraordinary loss on debt extinguishment, net of income tax benefit of $117 -- -- (182)
------------ ------------ ------------
Loss before cumulative effect of a change in accounting principle (108,634) (94,105) (43,768)
Cumulative effect of a change in accounting principle -- -- (767)
------------ ------------ ------------
Net loss (108,634) (94,105) (44,535)
Preferred stock dividends (365) (365) (365)
------------ ------------ ------------
Net loss applicable to common stock $ (108,999) $ (94,470) $ (44,900)
============ ============ ============
Loss per common share - basic and diluted:
Loss before extraordinary item and accounting change $ (1.11) $ (1.04) $ (.64)
Extraordinary loss on debt extinguishment -- -- --
Cumulative effect of a change in accounting principle -- -- (.01)
------------ ------------ ------------
Net loss per common share $ (1.11) $ (1.04) $ (.65)
============ ============ ============
Weighted average common shares outstanding 98,566,949 91,164,884 69,115,764
Incremental common shares from dilutive stock options -- -- --
Incremental common shares from convertible debt -- -- --
------------ ------------ ------------
Weighted average common shares assuming dilution 98,566,949 91,164,884 69,115,764
============ ============ ============
See accompanying notes to consolidated financial statements.
2528
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBERFor the years ended December 31, 2002, 2001 and 2000 AND 1999
(In thousands, except per share data)
SERIES ADDI- AA CLASS A CLASS A CLASS B TIONAL ACCUM-ADDITIONAL
PREFERRED PREFERRED COMMON COMMON PAID-IN ULATEDACCUMULATED
STOCK STOCK STOCK STOCK CAPITAL DEFICIT TOTAL
----- ----- ----- -------------- --------- ------- ------- --------------- ----------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Balance, DecemberBALANCE, DECEMBER 31, 1998 $ -- 3,649 43 18 505,644 (42,575) 466,779
Issuance of 26,407,650 shares
of common stock -- -- 26 -- 954,946 -- 954,972
Exercise of stock options -- -- 1 -- 14,677 -- 14,678
Conversion of 250,000 shares of
Class B common stock
to Class A common stock -- -- 1 (1) -- -- --
Conversion of Class A
preferred stock into
Series AA preferred stock -- (3,649) -- -- 3,649 -- --
Net loss -- -- -- -- -- (44,535) (44,535)
Dividends ($63.80 per
preferred share) -- -- -- -- -- (365) (365)
------------ ---------- --------- ---------- --------- --------- ----------
Balance, December 31, 19991999....... $ -- -- 71 17 1,478,916 (87,475) 1,391,529
Issuance of 4,238,416 shares of
common stock in
acquisitionsacquisitions................. -- -- 4 -- 185,599 -- 185,603
Exercise of stock optionsoptions...... -- -- -- -- 7,471 -- 7,471
Conversion of 449,997 shares of
Class B common stock to
Class A common stockstock......... -- -- -- -- -- -- --
Issuance of 37,510 shares of
common stock through employee
purchase planplan................ -- -- -- -- 1,261 -- 1,261
Issuance of 4,500,000 shares of
common stock for cashcash........ -- -- 5 -- 198,056 -- 198,061
Net lossloss....................... -- -- -- -- -- (94,105) (94,105)
Dividends ($63.80 per preferred
share)....................... -- -- -- -- -- (365) (365)
----------------- ---- -- --- --------- -------- ----------
--------- ---------- --------- --------- ----------
Balance, DecemberBALANCE, DECEMBER 31, 20002000....... $ -- -- 80 17 1,871,303 (181,945) 1,689,455
Issuance of 725,000 shares of
common stock in
acquisitionsacquisitions................. -- -- 1 -- 28,999 -- 29,000
Exercise of stock optionsoptions...... -- -- 1 -- 12,941 -- 12,942
Conversion of 388,165 shares of
Class B common stock to
stock to Class A common stockstock......... -- -- -- -- -- -- --
Issuance of 59,599 shares of
common stock through employee
purchase planplan................ -- -- -- -- 1,823 -- 1,823
Issuance of 1,200,000 shares of
common stock for cashcash........ -- -- 1 -- 47,999 -- 48,000
Net lossloss....................... -- -- -- -- -- (108,634) (108,634)
Dividends ($63.80 per preferred
share)....................... -- -- -- -- -- (365) (365)
----------------- ---- -- --- --------- -------- ----------
--------- ---------- --------- --------- ----------
Balance, DecemberBALANCE, DECEMBER 31, 20012001....... $ -- -- 83 17 1,963,065 (290,944) 1,672,221
============ ===========Issuance of 1,405,464 shares of
common stock in
acquisitions................. -- -- 1 -- 56,099 -- 56,100
Exercise of stock options...... -- -- -- -- 15,722 -- 15,722
Conversion of 194,762 shares of
Class B common stock to
Class A common stock......... -- -- 1 (1) -- -- --
Issuance of 61,424 shares of
common stock through employee
purchase plan................ -- -- -- -- 1,823 -- 1,823
Net loss....................... -- -- -- -- -- (36,328) (36,328)
Dividends ($63.80 per preferred
share)....................... -- -- -- -- -- (365) (365)
----- ---- -- --- --------- -------- ----------
BALANCE, DECEMBER 31, 2002....... $ -- -- 85 16 2,036,709 (327,637) 1,709,173
===== ==== == === ========= ========== ========= ================= ==========
See accompanying notes to consolidated financial statements.
2629
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(In thousands)
YEARS ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
1999
----------- ----------- ------------------- --------- ---------
(IN THOUSANDS)
Cash flows from operating activities:
Net lossloss.................................................. $ (108,634)(36,328) $(108,634) $ (94,105) $ (44,535)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortizationamortization........................... 277,893 355,529 318,096 177,138
Gain on disposition of assetsassets........................... (336) (923) (986)
(5,481)
Cumulative effect of accounting changeLoss on debt extinguishment............................. 2,424 -- --
767
Deferred income tax benefitbenefit............................. (15,584) (46,387) (36,974) (13,579)
Provision for doubtful accountsaccounts......................... 9,036 7,794 5,991 4,065
Changes in operating assets and liabilities:
(Increase) decrease in:
ReceivablesReceivables........................................... (4,359) (9,413) (13,232)
(19,091)
Prepaid expensesexpenses...................................... (2,533) (1,321) (1,371)
782
Other assetsassets.......................................... 1,704 2,192 349 (4,337)
Increase (decrease) in:
Trade accounts payablepayable................................ 3 131 (1,574)
3,438
Accrued expensesexpenses...................................... 3,551 (8,287) 2,175
18,597
Deferred incomeincome....................................... 2,051 (173) (964)
(7,184)
Other liabilitiesliabilities..................................... (505) 124 196
(29)
----------- ----------- ------------------- --------- ---------
Net cash provided by operating activitiesactivities.......... 237,017 190,632 177,601
110,551
----------- ----------- ------------------- --------- ---------
Cash flows from investing activities:
Capital expendituresexpenditures...................................... (78,390) (85,320) (78,304) (77,186)
Purchase of new marketsmarkets................................... (79,135) (302,067) (360,118)
(881,067)Increase in notes receivable.............................. (1,650) -- --
Proceeds from sale of property and equipmentequipment.............. 3,412 4,916 2,827
7,603
----------- ----------- ------------------- --------- ---------
Net cash used in investing activitiesactivities.............. (155,763) (382,471) (435,595)
(950,650)
----------- ----------- ------------------- --------- ---------
Cash flows from financing activities:
Net proceeds from issuance of common stockstock................ 13,976 60,368 205,098 7,418
Proceeds from issuance of long-term debtdebt.................. 256,360 -- --
279,594Deposits for debt extinguishment.......................... (266,657) -- --
Principle payments on long-term debtdebt...................... (140,700) (67,046) (5,330)
(79,667)
Debt issuance costscosts....................................... (1,183) (573) (1,470)
(13,077)Increase in notes payable................................. 40 -- --
Net borrowing under credit agreementsagreements..................... 60,000 140,000 124,000
526,000
DividendsDividends................................................. (365) (365) (365)
----------- ----------- ------------------- --------- ---------
Net cash (used in) provided by financing
activitiesactivities....................................... (78,529) 132,384 321,933
719,903
----------- ----------- ------------------- --------- ---------
Net increase (decrease) increase in cash and cash
equivalentsequivalents...................................... 2,725 (59,455) 63,939 (120,196)
Cash and cash equivalents at beginning of periodperiod.......... 12,885 72,340 8,401
128,597
----------- ----------- ------------------- --------- ---------
Cash and cash equivalents at end of periodperiod................ $ 15,610 $ 12,885 $ 72,340
$ 8,401
=========== ============ ==================== ========= =========
Supplemental disclosures of cash flow information:
Cash paid for interestinterest.................................... $ 104,722 $ 128,434 $ 147,875
$ 83,837
=========== ============ ==================== ========= =========
Cash paid for state and federal income taxestaxes.............. $ 745 $ 1,189 $ 1,936
$ 6,919
=========== ============ ==================== ========= =========
See accompanying notes to consolidated financial statements.
2730
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(1) Significant Accounting PoliciesSIGNIFICANT ACCOUNTING POLICIES
(a) Nature of BusinessNATURE OF BUSINESS
Lamar Advertising Company (the Company) is engaged in the outdoor
advertising business operating over 144,000approximately 146,000 outdoor advertising
displays in 44 states. The Company's operating strategy is to be the leading
provider of outdoor advertising services in the markets it serves.
In addition, the Company operates a logo sign business in 21 states
throughout the United States and in 1one province of Canada. Logo signs are
erected pursuant to state-awarded service contracts on public rights-of-way near
highway exits and deliver brand name information on available gas, food, lodging
and camping services. Included in the Company's logo sign business are tourism
signing contracts.
(b) Principles of ConsolidationPRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include Lamar
Advertising Company, its wholly-owned subsidiary, Lamar Media Corp. (Lamar
Media), and its majority-owned subsidiaries. All intercompany transactions and
balances have been eliminated in consolidation.
(c) Property, Plant and EquipmentPROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is
calculated using accelerated and straight-line methods over the estimated useful
lives of the assets.
(d) GOODWILL AND INTANGIBLE ASSETS
Goodwill represents the excess of costs over fair value of assets of
businesses acquired in accordance with Statement of Financial Accounting
Standards (SFAS) No. 141, "Business Combinations", which was adopted for all
business combinations consummated after June 30, 2001 as well as certain
provisions of SFAS No. 142, "Goodwill and Other Intangible AssetsAssets". The Company
fully adopted the provisions of SFAS No. 142, as of January 1, 2002. Goodwill
and other intangible assets acquired in a purchase business combination and
determined to have an indefinite useful life are not amortized, but instead
tested for impairment at least annually in accordance with the provisions of
SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable
useful lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets."
In connection with SFAS No. 142's transitional goodwill impairment
evaluation, SFAS No. 142 required the Company to perform an assessment of
whether there was an indication that goodwill is impaired as of the date of
adoption. To accomplish this, the Company was required to identify its reporting
units and determine the carrying value of each reporting unit by assigning the
assets and liabilities, including the existing goodwill and intangible assets,
to those reporting units as of January 1, 2002. The Company was required to
determine the fair value of each reporting unit and compare it to the carrying
amount of the reporting unit. To the extent the carrying amount of a reporting
unit exceeded the fair value of the reporting unit, the Company would be
required to perform the second step of the impairment test, as this is an
indication that the reporting unit goodwill may be impaired. The fair value of
each reporting unit exceeded its carrying amount at adoption on January 1, 2002
and at its annual impairment test date on December 31, 2002 and the Company was
not required to recognize an impairment loss.
Prior to the adoption of SFAS No. 142, goodwill was amortized on a
straight-line basis over the expected periods to be benefited, generally 15
years, and assessed for recoverability by determining whether the amortization
of the goodwill balance over its remaining life could be recovered through
undiscounted
31
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
future operating cash flows of the acquired operation before interest expense.
The amount of goodwill and other intangible asset impairment, if any, was
measured based on projected discounted future operating cash flows using a
discount rate reflecting the Company's average cost of funds.
Intangible assets, consisting primarily of goodwill, site locations, customer lists
and contracts, and non-competition agreements are amortized using the
straight-line method over the assets estimated useful lives, generally from 5 to
15 years.
Debt issuance costs are deferred and amortized over the terms of the
related credit facilities using the interest method.
(e) Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
of
The Company accountsIMPAIRMENT OF LONG-LIVED ASSETS
SFAS No. 144 provides a single accounting model for long-lived assets into be
disposed of. SFAS No. 144 also changes the criteria for classifying an asset as
held for sale; and broadens the scope of businesses to be disposed of that
qualify for reporting as discontinued operations and changes the timing of
recognizing losses on such operations. The Company adopted SFAS No. 144 on
January 1, 2002. The adoption of SFAS No. 144 did not affect the Company's
financial statements.
In accordance with the
provisions of Statement of Financial Accounting Standards (SFAS) No.
121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed of". SFAS No. 121 requires that144, long-lived assets, such as property,
plant, and certain identifiableequipment, and purchased intangibles besubject to amortization, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to estimated undiscounted future net cash flows expected to be generated by
the asset.asset before interest expense. If such assets are
considered to be impaired, the carrying amount of an asset exceeds
its estimated future cash flows, an impairment to becharge is recognized is
measured by the
amount by which the carrying amount of the assetsasset exceeds the fair value of the
assets.asset. Assets to be disposed of arewould be separately presented in the balance
sheet and reported at the lower of the carrying amount or fair value less costs
to sell.sell, and are no longer depreciated. The Company assessesassets and liabilities of a disposed
group classified as held for sale would be presented separately in the
recoverability of enterprise level goodwill
by determining whether the unamortized goodwill balance can be
recovered through undiscounted future resultsappropriate asset and liability sections of the Company's
operations. The amountbalance sheet.
Prior to the adoption of enterprise-level goodwill impairment, if
any, is measured based on projected discounted future results using
a discount rate reflectingSFAS No. 144, the Company's average costCompany accounted for long-lived
assets in accordance with SFAS No. 121, "Accounting for Impairment of funds.Long-Lived
Assets and for Long-Lived Assets to be Disposed of."
(f) Deferred IncomeDEFERRED INCOME
Deferred income consists principally of advertising revenue received in
advance and gains resulting from the sale of certain assets to related parties.
Deferred advertising revenue is recognized in income as services are provided
over the term of the contract. Deferred gains are recognized in income in the
consolidated financial statements at the time the assets are sold to an
unrelated party or otherwise disposed of.
(g) Revenue RecognitionREVENUE RECOGNITION
The Company recognizes revenue, from outdoor and logo sign
advertising contracts, net of agency commissions, if any, on an
accrual basis ratably over the term of the contracts, as advertising
services are provided.
28The Company engages in barter transactions where the Company trades
advertising space for goods and services. The Company recognizes revenues and
expenses from barter transactions at fair value which is determined based on the
Company's own historical practice of receiving cash for similar advertising
32
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars-- (CONTINUED)
space from buyers unrelated to the party in thousands, except sharethe barter transaction. The amount
of revenue and per share data)expense recognized for advertising barter transactions is as
follows:
2002 2001 2000
----- ----- -----
Net revenues................................................ 3,677 1,315 1,453
Direct advertising expenses................................. 691 500 390
General and administrative expenses......................... 2,557 208 386
(h) Income TaxesINCOME TAXES
The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
(i) Earnings Per ShareEARNINGS PER SHARE
Earnings per share are computed in accordance with SFAS No. 128, "Earnings
Per Share". The calculation of basic earnings per share excludes any dilutive
effect of stock options and convertible debt, while diluted earnings per share
includes the dilutive effect of stock options and convertible debt. The number
of potentially dilutive shares excluded from the calculation because of their
anti-dilutive effect are 6,762,452 and 6,834,065 and 6,807,708 and 3,017,724 for the years
ended December 31, 2002, 2001 2000 and 1999,2000, respectively.
(j) Stock Option PlanSTOCK OPTION PLAN
The Company accounts for its stock option plan under the intrinsic value
method in accordance with the provisions of Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations. As such, compensation expense is recorded on the date of grant
only if the current market price of the underlying stock exceeds the exercise
price. SFAS No. 123, "Accounting for Stock-Based Compensation", permits entities
to recognize as expense over the vesting period the fair value of all
stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows
entities to continue to apply the provisions of APB Opinion No. 25 and provide
pro forma net income and pro forma earnings per share disclosures for employee
stock option grants made in 1995 and future years as if the fair-value-based
method defined in SFAS No. 123 has been applied. The following table illustrates
the effect on net loss and net loss per share if the Company has elected to continue to applyhad applied the
fair value recognition provisions of APB OpinionFASB Statement No. 25 and provide the pro forma
disclosure provisions of SFAS No. 123.123, "Accounting for
Stock-Based Compensation," to stock-based employee compensation.
2002 2001 2000
-------- --------- --------
Net loss applicable to common stock, as
reported....................................... $(36,693) (108,999) (94,470)
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax
effects........................................ (6,614) (16,552) (6,407)
-------- --------- --------
Proforma net loss applicable to common stock...... $(43,307) (125,551) (100,877)
======== ========= ========
33
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2002 2001 2000
----- ----- -----
Net loss per common share - as reported (basic and
diluted).................................................. (0.36) (1.11) (1.04)
===== ===== =====
Net loss per common share - pro forma (basic and diluted)... (0.43) (1.27) (1.11)
===== ===== =====
(k) Cash and Cash EquivalentsCASH AND CASH EQUIVALENTS
The Company considers all highly-liquid investments with original
maturities of three months or less to be cash equivalents.
(l) Reclassification of Prior Year AmountsRECLASSIFICATION OF PRIOR YEAR AMOUNTS
Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform to the current year presentation. These
reclassifications had no effect on previously reported net loss.
(m) Use of EstimatesUSE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
(2) AcquisitionsACQUISITIONS
YEAR ENDED DECEMBER 31, 19992002
On January 5, 1999,1, 2002, the Company purchased allthe stock of Delite Outdoor of
Ohio Holdings, Inc. for $38,000. The purchase price consisted of 963,488 shares
of Lamar Advertising Class A common stock.
On January 8, 2002, the outdoor advertisingCompany purchased the assets of American Displays, Inc.MC Partners for a
cash purchase price of approximately $14,500.$15,313.
On February 1, 1999,May 31, 2002, the Company purchased allthe assets of American Outdoor
Advertising, Inc. for $15,725. The purchase price consisted of 349,376 shares of
Lamar Advertising Class A common stock, as well as approximately $725 in cash.
During the year ended December 31, 2002, the Company completed 72
additional acquisitions of outdoor advertising assets
of KJS, LLC for a cash purchase price of $40,500.
On April 1, 1999, the Company purchased all of the assets of Frank Hardie, Inc. for a cash purchase price
of approximately $20,300.
On June 1, 1999,$63,161 and the Company purchasedissuance of 92,600 shares of Lamar Advertising
Class A common stock valued at $3,100.
Each of these acquisitions was accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of Vivid, Inc. foracquisition. The following is a
cash
purchase pricesummary of approximately $22,100.
29the preliminary allocation of the acquisition costs in the above
transactions.
34
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share-- (CONTINUED)
DELITE
OUTDOOR OF
OHIO MC
HOLDINGS PARTNERS AMERICAN OTHER TOTAL
---------- -------- -------- ------ ------
Current Assets......................... 961 245 725 790 2,721
Property, Plant & Equipment............ 9,807 2,563 8,388 12,449 33,207
Goodwill............................... 12,704 5,523 -- 25,441 43,668
Site Locations......................... 17,430 7,310 5,356 25,498 55,594
Non-competition agreements............. 102 330 -- 172 604
Customer lists and contracts........... 4,108 1,723 1,256 5,546 12,633
Other Assets........................... -- -- -- 29 29
Current Liabilities.................... 1,602 40 -- 640 2,282
Long-term Liabilities.................. 5,510 2,341 -- 3,025 10,876
The aggregate amortization expense related to the 2002 acquisitions for the
year ended December 31, 2002 was approximately $4,303. The following is a
summary of the estimated amortization expense for these acquisitions for the
next five years:
Year ended December 31, 2003................................ $5,490
Year ended December 31, 2004................................ $5,490
Year ended December 31, 2005................................ $5,484
Year ended December 31, 2006................................ $5,484
Year ended December 31, 2007................................ $5,475
Total acquired intangible assets for the year ended December 31, 2002 was
$112,499, of which $43,668 was assigned to goodwill which is not subject to
amortization. The remaining $68,831 of acquired intangible assets have a
weighted average useful life of approximately 13 years. The intangible assets
include customer lists of $12,633 (7 year weighted average useful life), site
locations of $55,594 (15 year weighted average useful life), and per share data)non-competition
agreements of $604 (9 year weighted average useful life). Approximately $32,900
of the $43,668 of goodwill is expected to be fully deductible for tax purposes.
The following unaudited pro forma financial information for the Company
gives effect to the 2002 and 2001 acquisitions as if they had occurred on
January 1, 2001. These pro forma results do not purport to be indicative of the
results of operations which actually would have resulted had the acquisitions
occurred on such date or to project the Company's results of operations for any
future period.
2002 2001
-------- --------
Net revenues................................................ $778,745 756,224
======== ========
Net loss applicable to common stock......................... (37,344) (113,506)
======== ========
Net loss per common share (basic and diluted)............... $ (0.37) (1.13)
======== ========
YEAR ENDED DECEMBER 31, 2001
On September 15, 1999, Lamar Media Corp.January 1, 2001, the Company purchased the capitalassets of two outdoor
advertising companies, American Outdoor Advertising, LLC and Appalachian Outdoor
Advertising Co., Inc. for a total cash purchase price of approximately $31,500
and $20,000, respectively.
On February 1, 2001, the Company purchased all of the outstanding common
stock of Chancellor MediaBowlin Outdoor CorporationAdvertising and Chancellor Media Whiteco Outdoor
Corporation, (Chancellor Outdoor)Travel Centers, Inc. for a combinationtotal
purchase price of approximately $703,000 in$45,650. The
35
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
purchase price consisted of approximately $16,650 cash and 26,227,273the issuance of
725,000 shares of Lamar Advertising Company Class A common stock valued at
approximately
$947,000. The stock purchase agreement also contains a post-closing adjustment
in the event that the net working capital of Chancellor Outdoor as shown on the
closing balance sheet is greater or less than $12,000. As of December 31, 1999,
the working capital adjustment to be paid by$29,000.
On April 1, 2001, the Company is $15,750,purchased all of the outstanding common stock
of DeLite Outdoor Advertising, LLC and is
included in accrued expenses inDeLite Outdoor Advertising, Inc. for a
cash purchase price of approximately $43,000.
On April 1, 2001, the accompanying balance sheet.Company purchased certain assets of PNE Media, LLC
for a cash purchase price of approximately $21,000.
On August 2, 2001, the Company purchased the assets of Capital Outdoor,
Inc. for a cash purchase price of approximately $30,000.
During the year ended December 31, 1999,2001, the Company completed 72101
additional acquisitions of outdoor advertising and transit assets for an
aggregate cash purchase price of approximately $93,873 and the issuance of 180,377 shares of
Class A common stock valued at approximately $7,981.$138,750.
Each of these acquisitions were accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
purchase price has been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the allocation of the purchase price in the above transactions.
PROPERTY, LONG-
CURRENT PLANT &AMERICAN APPALACHIAN BOWLIN DELITE
OUTDOOR OUTDOOR OUTDOOR PNE GROUP, INC. CAPITAL OTHER CURRENT TERM
ASSETS EQUIP GOODWILL INTANGIBLES LIABILITIES LIABILITIES
-------- ---------TOTAL
-------- ----------- ------- ----- ----------- ------------------ ------ -------
American Displays
Current Assets........... $ 557 325 1,699 180 1,159 197 2,139 6,256
Property, Plant &
Equipment.............. 1,185 5,822 30,171 4,879 10,864 5,761 34,567 93,249
Goodwill................. 18,662 2,666 2,731 4,500 20,033 12,530 50,674 111,796
Site Locations........... 8,993 9,316 19,333 9,180 15,728 9,476 43,812 115,838
Customer Lists and
Contracts.............. 2,119 2,196 4,557 2,164 3,707 2,233 12,311 29,287
Non-Competition
Agreements............. 20 -- 1,380 -- -- -- 1,211 2,611
Other Assets............. -- -- -- -- -- -- 700 700
Current Liabilities...... -- 325 563 -- 543 87 899 10,532 3,277 2841,127 2,645
Long-term Liabilities.... -- KJS, LLC 20 9,468 30,543 4,489 2,079 1,921
Frank Hardie 187 6,582 10,464 3,630 525 -- Vivid, Inc. 357 9,706 8,526 4,085 59313,663 -- Chancellor 39,242 645,151 298,486 779,944 6,014 106,102
Other 310 22,411 74,976 8,678 1,301 3,218
-------- ------- ------- -------- ------- -------
$ 40,203 694,217 433,527 804,103 10,796 111,241
======== ======= ======= ======== ======= =======7,968 -- 5,537 27,168
YEAR ENDED DECEMBER 31, 2000
On January 14, 2000, the Company purchased all of the outstanding common
stock of Aztec Group, Inc. for a purchase price of approximately $34,485. The
purchase price consisted of approximately $5,259 cash and the issuance of
481,481 shares of Lamar Advertising Company Class A common stock valued at
approximately $29,226.
On March 31, 2000, the Company purchased the assets of an outdoor company
in the Company's Northeast Region for a cash purchase price of approximately
$33,605.
Effective May 1, 2000, the Company purchased all of the outstanding common
stock of Outdoor West, Inc. for a total cash purchase price of approximately
$39,287.
On May 24, 2000, the Company purchased all of the outstanding common stock
of Advantage Outdoor Company, Inc. for a cash purchase price of approximately
$76,764 and the issuance of 2,300,000 shares of Lamar's Class A common stock
valued at approximately $92,805.
36
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On July 1, 2000, the Company purchased the stock of Tyler Media Group, Inc.
for a purchase price of approximately $30,937. The purchase price consisted of
approximately $4,478 cash and the issuance of 611,764 shares of Lamar
Advertising Company Class A common stock valued at approximately $26,459.
On July 21, 2000, the Company purchased the assets of Root Outdoor
Advertising, Inc. for a total cash purchase price of approximately $41,059.
During the year ended December 31, 2000, the Company completed 97
additional acquisitionacquisitions of outdoor advertising assets for a total purchase price
of approximately $187,416. The purchase price included the issuance of 845,171
shares of Lamar Advertising Company Class A common stock valued at approximately
$37,113.
30
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)
Each of these acquisitions were accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the preliminary allocation of the acquisition costs in the above
transactions.
PROPERTY, LONG-
CURRENT PLANT &AZTEC NORTHEAST OUTDOOR ADVANTAGE TYLER MEDIA ROOT OUTDOOR
GROUP, INC. REGION ACQ. WEST OUTDOOR GROUP, INC. ADV., INC. OTHER CURRENT TERM
ASSETS EQUIP GOODWILL INTANGIBLES LIABILITIES LIABILITIESTOTAL
----------- ----------- ---------- ----------- ----------- -----------
Aztec Group, Inc. $ 500 8,279 21,879 10,526 827 5,872
Northeast Region Acquisition 480 2,604 16,804 14,102 385 --
Outdoor West 1,131 9,187 21,297 17,222 675 8,875
Advantage Outdoor 3,256 65,534 78,846 58,442 4,456 32,053
Tyler Media Group, Inc. 378 16,241 12,876 11,123 -- 9,681
Root Outdoor Adv. Inc. 1,632 9,098 8,266 23,092 1,029 --
Other 2,497 56,583 81,303 61,110 1,550 12,527
----------- ----------- ---------- ----------- ----------- -----------
$ 9,874 167,526 241,271 195,617 8,922 69,008
=========== =========== ========== =========== =========== ===========
YEAR ENDED DECEMBER 31, 2001
On January 1, 2001, the Company purchased the assets of two outdoor advertising
companies, American Outdoor Advertising, LLC and Appalachian Outdoor Advertising
Co., Inc. for a total cash purchase price of approximately $31,500 and $20,000,
respectively.
On February 1, 2001, the Company purchased all of the outstanding common stock
of Bowlin Outdoor Advertising and Travel Centers, Inc. for a total purchase
price of approximately $45,650. The purchase price consisted of approximately
$16,650 cash and the issuance of 725,000 shares of Lamar Advertising Company
Class A common stock valued at $29,000.
On April 1, 2001, the Company purchased all of the outstanding common stock of
DeLite Outdoor Advertising, LLC and DeLite Outdoor Advertising, Inc. for a cash
purchase price of approximately $43,000.
On April 1, 2001, the Company purchased certain assets of PNE Media, LLC for a
cash purchase price of approximately $21,000.
On August 2, 2001, the Company purchased the assets of Capital Outdoor, Inc. for
a cash purchase price of approximately $30,000.
During the year ended December 31, 2001, the company completed 101 additional
acquisitions of outdoor advertising and transit assets for an aggregate cash
purchase price of approximately $138,750.
Each of these acquisitions were accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
purchase price has been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the allocation of the purchase price in the above transactions.
31
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)
PROPERTY, LONG-
CURRENT PLANT & OTHER OTHER CURRENT TERM
ASSETS EQUIP GOODWILL INTANGIBLES ASSETS LIABILITIES LIABILITIES
------- --------- -------- ----------- ----- ----------- ----------------------- ------ -------
American Outdoor
Current Assets........... $ 557 1,185 18,662 11,132500 480 1,131 3,256 378 1,632 2,497 9,874
Property, Plant &
Equipment.............. 8,279 2,604 9,187 65,534 16,241 9,098 56,583 167,526
Goodwill................. 21,879 16,804 21,297 78,846 12,876 8,266 81,303 241,271
Site Locations........... 8,518 11,396 13,937 46,274 9,001 18,688 42,872 150,686
Customer Lists and
Contracts.............. 2,008 2,686 3,285 10,828 2,122 4,404 16,971 42,304
Non-Competition
Agreements............. -- 20 -- 1,340 -- -- 1,267 2,627
Current Liabilities...... 827 385 675 4,456 -- Appalachian Outdoor 325 5,822 2,666 11,5121,029 1,550 8,922
Long-term Liabilities.... 5,872 -- 3258,875 32,053 9,681 -- Bowlin Outdoor 1,699 30,171 2,731 25,270 -- 563 13,663
PNE 180 4,879 4,500 11,344 -- -- --
Delite Group, Inc. 1,159 10,864 20,033 19,435 -- 543 7,968
Capital 197 5,761 12,530 11,709 -- 87 --
Other 2,139 34,567 50,674 57,334 700 1,127 5,537
------- ------- ------- ------- ----- ------ ------
$ 6,256 93,249 111,796 147,736 700 2,645 27,168
======= ======= ======= ======= ===== ====== ======
The following unaudited pro forma financial information for the Company gives
effect to the 2001 and 2000 acquisitions as if they had occurred on January 1,
2000. These pro forma results do not purport to be indicative of the results of
operations which actually would have resulted had the acquisitions occurred on
such date or to project the Company's results of operations for any future
period.
2001 2000
----------- ----------
Net revenues $ 734,118 737,888
============= ==========
Loss before extraordinary item and cumulative effect
of a change in accounting principle (109,330) (111,709)
============= ==========
Net loss applicable to common stock (109,695) (112,074)
============= ==========
Net loss per common share (basic and diluted) $ (1.11) (1.20)
============= ==========12,527 69,008
(3) Noncash Financing and Investing ActivitiesNONCASH FINANCING AND INVESTING ACTIVITIES
A summary of significant noncash financing and investing activities for the
years ended December 31, 2002, 2001 2000 and 19992000 follows:
2002 2001 2000
1999
---- ---- ----------- ------ -------
Disposition of assets $ -- -- 5,387
Issuance of Class A common stock in acquisitionsacquisitions......... $56,100 29,000 185,603
954,972
Issuance of Series AA preferred stock in exchange for Class
A preferred stock -- -- 3,649
Debt issuance costs --costs...................................... 3,640 -- 7,906--
(4) Property, Plant and Equipment
Major categories of property, plant and equipment at December 31, 2001 and 2000
are as follows:
Estimated Life
(Years) 2001 2000
------- ---- ----
Land -- $ 60,775 56,608
Building and improvements 10 - 39 53,602 47,679
Advertising structures 15 1,594,142 1,464,794
Automotive and other equipment 3 - 7 68,880 61,785
----------- ---------
$ 1,777,399 1,630,866
=========== =========
3237
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share-- (CONTINUED)
(4) PROPERTY, PLANT AND EQUIPMENT
Major categories of property, plant and per share data)equipment at December 31, 2002 and
2001 are as follows:
ESTIMATED LIFE
(YEARS) 2002 2001
-------------- ---------- ---------
Land............................................ -- $ 67,241 60,775
Building and improvements....................... 10 - 39 58,883 53,602
Advertising structures.......................... 15 1,652,189 1,594,142
Automotive and other equipment.................. 3 - 7 72,344 68,880
---------- ---------
$1,850,657 1,777,399
========== =========
(5) Intangible AssetsGOODWILL AND OTHER INTANGIBLE ASSETS
The following is a summary of intangible assets at December 31, 20012002 and
2000:December 31, 2001.
Estimated Life
(Years)2002 2001
2000
------- ---- ----ESTIMATED ----------------------------- -----------------------------
LIFE GROSS CARRYING ACCUMULATED GROSS CARRYING ACCUMULATED
(YEARS) AMOUNT AMORTIZATION AMOUNT AMORTIZATION
--------- -------------- ------------ -------------- ------------
Amortizable Intangible
Assets:
Debt issuance costs and
feesfees..................... 7 - 10 $ 52,202 $ 27,533 $ 47,379 46,806$ 19,048
Customer lists and
contractscontracts................ 7 - 10 371,787 196,084 359,154 329,867
Non-compete agreements145,180
Non-competition
agreements............... 3 - 15 57,023 39,458 56,419 53,807
Goodwill31,841
Site locations............. 15 1,388,395 1,274,650
Site locations and other937,773 177,016 882,180 115,314
Other...................... 5 - 15 897,450 781,328
----------- ------------
2,748,797 2,486,458
=========== ============
Cost 2,748,797 2,486,458
Accumulated15,997 5,738 15,270 4,304
---------- -------- ---------- --------
1,434,782 445,829 1,360,402 315,687
Unamortizable Intangible
Assets:
Goodwill................... $1,432,063 $253,635 $1,388,395 $253,635
The changes in the carrying amount of goodwill for the year ended December
31, 2002 are as follows:
Balance as of December 31, 2001............................. $1,388,395
Goodwill acquired during the year........................... 43,668
Impairment losses........................................... --
----------
Balance as of December 31, 2002............................. $1,432,063
==========
In accordance with SFAS No. 142, the Company was required to evaluate its
existing intangible assets and goodwill that were acquired in purchase business
combinations, and to make any necessary reclassifications in order to conform
with the new classification criteria in SFAS No. 141 for recognition separate
from goodwill. The Company was required to reassess the useful lives and
residual values of all intangible assets acquired, and make any necessary
amortization period adjustments. If an intangible asset is identified as having
an indefinite useful life, the Company was required to test the intangible asset
for impairment in accordance with the provisions of SFAS No. 142. Impairment of
an intangible asset is measured as the excess of carrying value over the fair
value. Based upon the Company's review, no impairment charge was required upon
the adoption of SFAS No. 142 or at its annual test for impairment on December
31, 2002.
38
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table illustrates the effect of the adoption of SFAS No. 142
on prior periods and its effect on the Company's earnings per share:
YEARS ENDED DECEMBER 31,
-------------------------------
2002 2001 2000
-------- --------- --------
Reported net loss applicable to common stock........ $(36,693) $(108,999) $(94,470)
Add: goodwill amortization, (569,322) (356,725)
----------- ------------net of tax.............. -- 70,463 60,752
-------- --------- --------
Adjusted net loss applicable to common stock........ $(36,693) $ 2,179,475 2,129,733
=========== ============(38,536) $(33,718)
======== ========= ========
Earnings per common share -- basic and diluted
Reported net loss per common share.................. $ (0.36) $ (1.11) $ (1.04)
Add: goodwill amortization per share, net of tax.... -- 0.72 0.67
-------- --------- --------
Adjusted net loss per common share.................. $ (0.36) $ (0.39) $ (0.37)
======== ========= ========
(6) LeasesLEASES
The Company is party to various operating leases for production facilities
and sites upon which advertising structures are built. The leases expire at
various dates, generally during the next five years, and have varying options to
renew and to cancel. The following is a summary of minimum annual rental
payments required under those operating leases that have original or remaining
lease terms in excess of one year as of December 31:
2002 $ 98,686
2003 87,428
2004 78,757
2005 67,758
2006 57,122
Thereafter 354,9542003........................................................ $103,025
2004........................................................ 89,847
2005........................................................ 78,432
2006........................................................ 67,749
2007........................................................ 59,420
Thereafter.................................................. 384,560
Rental expense related to the Company's operating leases werewas $136,013,
$124,734 $105,661
and $63,193$105,661 for the years ended December 31, 2002, 2001 2000 and 1999,2000,
respectively.
(7) Accrued ExpensesACCRUED EXPENSES
The following is a summary of accrued expenses at December 31, 20012002 and
2000:2001:
2002 2001
2000
---- ----------- ------
PayrollPayroll..................................................... $ 7,686 4,982
10,939
InterestInterest.................................................... 13,020 15,571
17,143
Insurance benefitsbenefits.......................................... 8,297 6,802
4,851
OtherOther....................................................... 9,878 6,319
7,791
---------- --------
$------- ------
$38,881 33,674
40,724
========== =============== ======
3339
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share data)-- (CONTINUED)
(8) Long-term DebtLONG-TERM DEBT
Long-term debt consists of the following at December 31, 20012002 and 2000:2001:
2002 2001
2000
---- -------------- ---------
9 5/8% Senior subordinated notes (1996 Notes)............... $ 255,000 255,000
8 5/8% Senior subordinated notes (1997 Notes)............... 199,230 199,104 198,989
Bank Credit AgreementAgreement....................................... 975,500 978,500 900,000
5 1/4% Convertible notesnotes.................................... 287,500 287,500
9 1/4% Senior subordinated notes 74,073notes............................ -- 74,073
8% unsecuredUnsecured subordinated notesnotes............................. 7,333 9,333
11,3337 1/4% Senior subordinated notes............................ 260,000 --
Other notes with various rates and termsterms.................... 9,870 8,075
11,385
------------ ---------- ---------
1,994,433 1,811,585 1,738,280
Less current maturitiesmaturities..................................... (259,687) (66,559)
(66,814)
----------- ---------- Long term---------
Long-term debt, excluding current maturities $maturities................ $1,734,746 1,745,026
1,671,466
=========== ========== =========
Long-term debt matures as follows:
20022003........................................................ $ 66,559
2003 128,419
2004 155,469
2005 173,359
2006 715,029259,687
2004........................................................ 4,336
2005........................................................ 56,545
2006........................................................ 356,124
2007........................................................ 281,978
Later years 572,750years................................................. 1,035,763
In November 1996, the Company issued $255,000 in principal amount of 9 5/8%
Senior Subordinated Notes due 2006 (the 1996 Notes), with interest payable
semi-annually on June 1 and December 1 of each year. The 1996 Notes are senior
subordinated unsecured obligations of the Company and are subordinated in right
of payment to all senior indebtedness of the Company, pari passu with the 1997
Notes (as defined below), and are senior to all existing and future subordinated
indebtedness of the Company.
In September 1997, the Company issued $200,000 in principal amount of
8 5/8% Senior Subordinated Notes due 2007 (the 1997 Notes) with interest payable
semi-annually on March 15 and September 15 of each year, commencing March 15,
1998. The 1997 Notes were issued at a discount for $198,676. The Company is
using the effective interest method to recognize the discount over the life of
the 1997 Notes. The 1997 Notes are senior subordinated unsecured obligations of
the Company, subordinated in right of payment to all senior indebtedness of the
Company, pari passu with the 1996 Notes and are senior to all existing and
future subordinated indebtedness of the Company.
The 1996 and 1997 Notes are redeemable at the Company's option at any time
on or after December 31, 2001 and September 15, 2002, respectively, at
redemption prices specified by the indentures, and are required to be
repurchased earlier in the event of a change of control of the Company. The
indentures covering the 1996 and 1997 Notes include certain restrictive
covenants which limit the Company's ability to incur additional debt, pay
dividends and make other restricted payments, consummate certain transactions
and other matters.
On August 10, 1999, Lamar Advertising Company, completed an offering of
$287,500 5 1/4% Convertible Notes due 2006. The net proceeds of approximately
$279,594 of the convertible notes were used to pay down existing bank debt. The
Notes are convertible, into shares of Lamar Advertising Company Class A common
stock at any time prior to their maturity or redemption by Lamar Advertising
Company. The conversion rate is 21.6216 shares per $1 in principle amount of
notes.
40
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On October 25, 2002, Lamar Media Corp. redeemed all of the outstanding
9 1/4% Senior Subordinated Notes due 2007 in aggregate principle amount of
$74,073 for a redemption price equal to 104.625% of the principle amount thereof
plus accrued interest to the redemption date of approximately $1,300. In the
fourth quarter of 2002, the Company recorded $5,850 as an expense related to the
prepayment of those notes. In accordance with SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections", the extinguishment of this debt has not been reflected in the
Statement of Operations as an extraordinary item.
On December 23, 2002, Lamar Media Corp. completed an offering of $260,000
7 1/4% Senior Subordinated Notes due 2013. These notes are unsecured senior
subordinated obligations and will be subordinated to all of Lamar Media's
existing and future senior debt, rank equally with all of Lamar Media's existing
and future senior subordinated debt and rank senior to any future subordinated
debt of Lamar Media. The net proceeds from the issuance and sale of these notes,
together with additional cash, was used to redeem all of the outstanding
$255,000 principal amount of Lamar Media's 9 5/8% Senior Subordinated Notes due
2006 on January 22, 2003 at a redemption price equal to 103.208% of the
aggregate principal amount thereof plus accrued interest to the redemption date
of approximately $3,500 for a total redemption price of approximately $266,657.
The Company haswill record a loss on the extinguishment of debt of $6,816 in the
first quarter of 2003.
The Company's obligations with respect to its publicly issued notes are not
guaranteed by the Company's direct or indirect wholly-owned subsidiaries.
Certain obligations of the Company's wholly-owned subsidiary, Lamar Media Corp.
are guaranteed by its subsidiaries.
Lamar Media Corp.'s existing bank credit agreement underfacility, for which the JPMorgan Chase
Bank serves as administrative agent. The $1,000,000 bank credit agreementagent, consists of (1) a $350,000 revolving bank
credit facility, (the Revolving Credit Facility)
and (2) a $650,000 term facility with two tranches, a $450,000 Term
A facility and a $200,000 Term B facility. In addition, the bank credit agreement provided
for an uncommitted $400,000facility, and (3) a $750,000 incremental
facility available at the discretion of the lenders. In June 2000, the incremental loan agreement was finalized with its
lenders and commitments for $250,000 of the previously uncommitted $400,000 were
obtained. The incremental facility consists of (1)which $450,000 has been funded in four tranches, a $20,000 Series
A-1 facility, (2)a $130,000 Series A-2 facility, and (3) a $100,000 B-1 facility, and a
$200,000 Series B-1C facility.
Proceeds of this facility were used to pay downBeginning on March 31, 2002, the amount available for borrowing under the
then existing revolving bank credit facility. As a resultfacility began to be reduced quarterly in
annual increments of 10%, 10%, 30% and 35% of the holding company reorganization completedoriginal commitment with a
final payment of 15% on July
20, 1999March 31, 2006. The Term A loans, the Term B loans and
explained in footnote 11, the Series A-1, A-2 and B-1 began amortizing on September 30, 2001. The Series C
loans would have begun amortizing on March 31, 2003. The revolving bank credit
agreementfacility under our new bank credit facility, effective as of March 7, 2003, is
an obligation of
Lamar Media Corp., anot subject to commitment reduction.
On March 7, 2003, the Company's wholly owned subsidiary Lamar Media
replaced its existing bank credit facility. The new bank credit facility, for
which JPMorgan Chase Bank acts as administrative agent, is comprised of a
$225,000 revolving bank credit facility and $975,000 term facility with two
tranches, a $300,000 Tranche A term facility and a $675,000 Tranche B term
facility. The new bank credit facility also includes a $500,000 incremental
facility which permits Lamar Advertising Company. AsMedia to request that its lenders enter into
commitments to make additional term loans to it, up to a maximum aggregate
amount of $500,000. The lenders have no obligation to make additional term loans
to Lamar Media under the incremental facility, but may enter into such
commitments in their sole discretion. The new credit agreement modified the
repayment terms to extend the maturities of the debt. The balance sheet as of
December 31, 2001,2002 has been adjusted to reflect the Company had borrowings under this agreementterms of $978,500.
34the new credit
agreement.
41
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share data)-- (CONTINUED)
Availability of the line under the Revolving Credit Facility is reduced
quarterly beginning with the quarter ended Marchterminates on
June 30, 2009. As of December 31, 2002 inand March 7, 2003, the following
amounts:
March 31, 2002 - December 31, 2003 $ 8,750
March 31, 2004 - December 31, 2004 26,250
March 31, 2005 - December 31, 2005 30,625
March 31, 2006 (Revolving Credit Termination Date) 52,500
Company had no
balance outstanding under the revolving line of credit.
The new Term Facility amortizes quarterly in the following quarterly
amounts:
TrancheTRANCHE A TrancheTRANCHE B
--------- ---------
March 31, 2002 -2005 -- December 31, 20022005......................... $11,250 $ 500
March 31, 2003 - December 31, 2003 22,500 500
March 31, 2004 - December 31, 2004 28,125 500
March 31, 2005 - December 31, 2005 31,500 500$1,687.5
March 31, 2006 (Tranche A Maturity Date) 31,500 500-- December 31, 2006......................... 15,000 1,687.5
March 31, 2007 -- December 31, 2008......................... 18,750 1,687.5
March 31, 2009 -- June 30, 20062009............................. 22,500 1,687.5
September 30, 2009 -- 500
August 1, 2006 (Tranche B Maturity Date)December 31, 2009..................... -- 190,000
The Incremental Facility amortizes quarterly in the following quarterly amounts:
Series A-1 Series A-2 Series B-1
---------- ---------- ----------
1,687.5
March 31, 2002 - December 31, 2002 $ 500 $3,250 $ 250
March 31, 2003 - December 31, 2003 1,000 6,500 250
March 31, 2004 - December 31, 2004 1,250 8,125 250
March 31, 2005 - December 31, 2005 1,400 9,100 250
March 31, 2006 (Series A-1 and A-2 Maturity) 1,400 9,100 2502010 -- June 30, 20062010............................. -- -- 250
August 1, 2006 (Series B-1 Maturity Date) -- -- 95,000320,625
Revolving credit loans may be requested under the Revolving Credit Facility
at any time prior to maturity. The loans bear interest, at the Company's option,
at the LIBOR Rate or JPMorgan Chase Prime Rate plus applicable margins, such
margins being set from time to time based on the Company's ratio of debt to
trailing twelve month EBITDA, as defined in the agreement. The terms of the
indenture relating to Lamar Advertising's outstanding notes, Lamar Media's bank
credit facility and the indentures relating to Lamar Media's outstanding notes
restrict, among other things, the ability of Lamar Advertising and Lamar Media
to:
- dispose of assets;
- incur or repay debt;
- create liens;
- make investments; and
- pay dividends.
Lamar Media's ability to make distributions to Lamar Advertising is also
restricted under the terms of these agreements. Under Lamar Media's credit
facility the Company must maintain specified financial ratios and levels
including:
- interest coverage;
- fixed charges ratios;
- senior debt ratios; and
- total debt ratios.
On August 10, 1999, Lamar Advertising Company, the new holding company,
completed an offering of $287,500 5 1/4% Convertible Notes due 2006. The net
proceeds of approximately $279,594and Lamar Media were in compliance with all of the convertible notes were used to pay
down existingterms
of all of the indentures and the bank debt.
35credit agreement during the periods
presented.
42
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share data)
In connection with the reorganization of Lamar Advertising Company into a new
holding company structure, Lamar Media Corp. (formerly known as Lamar
Advertising Company) made a change of control tender offer to the holders of its
9 1/4% Senior Subordinated Notes due 2007 in aggregate principal amount of
approximately $103,900. Pursuant to the change of control tender offer and in
accordance with the Indenture, Lamar Media Corp. offered to repurchase the Notes
for 101% of the principal amount plus accrued interest. A total of $29,876
aggregate principal amount of Notes were tendered for payment on August 19,
1999, and the related 1% prepayment penalty is reflected as an extraordinary
item in the Company's statement of operations for the year ended December 31,
1999.
The Company's obligations with respect to its publicly issued notes are not
guaranteed by the Company's direct or indirect wholly-owned subsidiaries.
Certain obligations of the Company's wholly-owned subsidiary, Lamar Media Corp.
are guaranteed by its subsidiaries.
Effective January 30, 2001, Lamar Media Corp. and its subsidiaries entered into
an amendment to its bank credit agreement for the purposes of increasing
Incremental Loan Commitments from $400,000 to $1,000,000, and affording Lamar
Media Corp. and Lamar Advertising Company more flexibility in incurring debt.
The Total Debt Ratio, previously measured at the Lamar Advertising Company
level, is now measured at the Lamar Media Corp. level with the result that the
5-1/4% Convertible Notes will be excluded from this ratio. The loan documents
were amended further to permit Lamar Advertising Company to incur additional
debt which is no more restrictive than the high-yield debt currently
outstanding. In connection with these changes, the note receivable and note
payable of equal amounts between Lamar Advertising and Lamar Media, its
wholly-owned subsidiary, were cancelled. The cancellation of the note of
$287,500 was treated as capital contributed by parent on Lamar Media's balance
sheet effective January 30, 2001.-- (CONTINUED)
(9) Income TaxesINCOME TAXES
Income tax expense (benefit) for the years ended December 31, 2002, 2001
2000 and 1999,2000, consists of:
Current Deferred TotalCURRENT DEFERRED TOTAL
------- -------- ------------
Year ended December 31, 2002:
U.S. federal.......................................... $(5,068) (12,951) (18,019)
State and local....................................... 869 (3,084) (2,215)
Foreign............................................... 89 451 540
------- ------- -------
$(4,110) (15,584) (19,694)
======= ======= =======
Year ended December 31, 2001:
U.S. federalfederal.......................................... $ -- (37,102) (37,102)
State and locallocal....................................... 713 (8,834) (8,121)
ForeignForeign............................................... -- (451) (451)
------- ---------- ---------------- -------
$ 713 (46,387) (45,674)
======= ========== ================ =======
Year ended December 31, 2000:
U.S. federalfederal.......................................... $ -- (29,864) (29,864)
State and locallocal....................................... (141) (7,110) (7,251)
------- --------- --------------- -------
$ (141) (36,974) (37,115)
======= ========= ========
Year ended December 31, 1999:
U.S. federal $ 3,083 (11,838) (8,755)
State and local 900 (1,741) (841)
------- --------- --------
$ 3,983 (13,579) (9,596)
======= ========== ================
Income tax benefit attributable to continuing operations for the years
ended December 31, 2002, 2001 2000 and 1999,2000, differs from the amounts computed by
applying the U.S. federal income tax rate of 34 percent to loss before income
taxes as follows:
36
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)
2002 2001 2000
1999
-------- -------- ------------- -------
Computed expected tax benefit $benefit.......................... $(19,048) (52,465) (44,615) (18,081)
Increase (reduction) in income taxes resulting from:
Book expenses not deductible for tax purposespurposes........ 689 590 754 121
Amortization of non-deductible goodwillgoodwill.............. (26) 13,546 11,926 8,841
State and local income taxes, net of federal income
tax benefitbenefit....................................... (1,490) (5,360) (4,786)
(555)
Other differences, netnet............................... 181 (1,985) (394)
78
-------- -------- ------
$------- -------
$(19,694) (45,674) (37,115)
(9,596)
======== ========= ============= =======
43
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
20012002 and 20002001 are presented below:
2002 2001
2000
---- ------------- --------
DeferredCurrent deferred tax assets:
Receivables, principally due to allowance for doubtful
accounts............................................... $ 1,916 1,916
Accrued liabilities not deducted for tax purposes......... 2,142 1,578
Net operating loss carryforward........................... -- 451
Other..................................................... 2,370 2,000
--------- --------
Net current deferred tax asset............................ 6,428 5,945
========= ========
Non-current deferred tax liabilities:
Plant and equipment, principally due to differences in
depreciationdepreciation........................................... $ (10,821) (3,550)
(3,513)Intangibles, due to differences in amortizable lives...... (243,971) (245,790)
--------- --------
(254,792) (249,340)
Non-current deferred tax assets:
Plant and equipment, due to basis differences on
acquisitions (173,312) (161,065)
Intangibles, due to differences in amortizable lives (13,129) (20,056)
--------- ---------
(189,991) (184,634)
Deferred tax assets:
Receivables, principally due to allowance for doubtful accounts 1,916 1,916acquisitions........................................... 47,492 57,349
Plant and equipment, due to basis differences on
acquisitions and costs capitalized for tax purposespurposes.... 4,288 4,305 4,246
Investment in affiliates and plant and equipment, due to
gains recognized for tax purposes and deferred for
financial reporting purposespurposes........................... 941 941
Accrued liabilities not deducted for tax purposes 4,439 3,299purposes......... 3,062 2,861
Net operating loss carryforward 58,528 33,004carryforward........................... 84,119 58,078
Minimum tax credit 331credit........................................ -- 331
Other, net 694 445net................................................ 630 693
--------- ---------
Deferred tax assets 71,154 44,182
--------- ---------
Net--------
Non-current deferred tax liability $ (118,837) (140,452)assets........................ 140,532 124,558
--------- --------
Net non-current deferred tax liability...................... $(114,260) (124,782)
========= =================
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections
for future taxable income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not the Company will
realize the benefits of these deductible differences. The amount of the deferred
tax assets considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.
(10) Related Party TransactionsRELATED PARTY TRANSACTIONS
Affiliates, as used within these statements, are persons or entities that
are affiliated with Lamar Advertising Company or its subsidiaries through common
ownership and directorate control.
37In October 1995 and in March 1996, the Company repurchased 3.6% and 12.9%,
respectively, of its then outstanding Class A common stock (1,220,500 and
3,617,884 shares, respectively) from certain of its
44
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars-- (CONTINUED)
existing stockholders, directors and employees for an aggregate purchase price
of approximately $4,000. The term of the March 1996 repurchase entitled the
selling stockholders to receive additional consideration from the Company in thousands, except sharethe
event that the Company consummated a public offering of its Class A common stock
at a higher price within 24 months of the repurchase. In satisfaction of that
obligation, upon completion of the Company's initial public offering the Company
paid the selling stockholders an aggregate of $5,000 in cash from the proceeds
and per share data)issued them $20,000 aggregate principal amount of ten year subordinated
notes. As of December 31, 2002 and 2001 and 2000, debentures andthe outstanding balance of the ten year
subordinated notes totalingwas $7,333 and $9,333, and $11,873, respectively, were owned by shareholders, directors
and employees. Interest expense underrespectively. The Company's current
executive officers do not hold any of the debentures and ten year subordinated notes described
above. Interest expense during the years ended December 31, 2002, 2001 and 2000
related to the ten year subordinated notes and 1999the Company's debentures that
were paid off during the year ended December 31, 2001, was $673, $855 and
$1,080, respectively.
Prior to 1996, the Company entered into various related party transactions
for the purchase and $1,290 respectively.sale of advertising structures whereby any resulting gains
were deferred at that date. As of December 31, 2002 and 2001, the deferred gains
related to these transactions were $1,001 and are included in deferred income on
the balance sheets. No gains related to these transactions have been realized in
the Statement of Operations for the years ended December 31, 2002, 2001 and
2000.
In addition, the Company had receivables from affiliates, related parties and
employees of $494$400 and $444$494 at
December 31, 2002 and 2001, and 2000, respectively. During 1999, theThese receivables are primarily
relocation loans for employees. The Company purchased a sign easement for approximately $94does not have any receivables from
Jennifred Holdings, LLC, of which Kevin P. Reilly, Jr. and Sean Reilly each hold
a 50% interest.its current executive officers.
The Company purchased approximately $1,236, $1,842 $2,407 and $1,951$2,407 of highway
signs and transit bus shelters from Interstate Highway Signs Corp., (IHS) which
represented approximately 13%12%, 15%13% and 16%15% of total capitalized expenditures for
its logo sign and transit advertising businesses during the years ended December
31, 2002, 2001 2000 and 1999,2000, respectively. The Company does not use IHS exclusively
for its highway sign and transit bus shelter purchases. IHS is a wholly-owned
subsidiary of Sign Acquisition Corp. Kevin P. Reilly, Jr. has voting control
over a majority of the outstanding shares of Sign Acquisition Corp. through a
voting trust.
Effective July 1, 1996, the Lamar Texas Limited Partnership, one of the
Company's subsidiaries, and Reilly Consulting Company, L.L.C., which Kevin P.
Reilly, Sr. controls, entered into a consulting agreement. This consulting
agreement has a ten year term and provides for a $120 annual consulting fee. The
agreement contains a non-disclosure provision and a non-competition restriction
which extends for two years beyond the termination agreement.
The Company also has a lease arrangement with Reilly Enterprises, LLC,
which Kevin P. Reilly Sr. controls for the use of an airplane. The Company pays
a monthly fee plus expenses which entitles the Company to 6.67 hours of flight
time, with any unused portion carried over into the next succeeding month. Total
fees paid under this arrangement for fiscal 2002, 2001 and 2000 were
approximately $75, $42 and $46, respectively.
As of December 31, 2002, the Company had a receivable of $920 for premiums
paid on split-dollar life insurance arrangements for Kevin P. Reilly, Sr. that
were entered into in 1990 and 1995 as a component of his compensation as its
Chief Executive Officer and his continuing retirement benefits thereafter. In
accordance with the terms of the arrangements, the Company will recover all of
the cumulative premiums paid by it upon the termination, surrender or
cancellation of the policies or upon the death of the insured.
Kevin P. Reilly, Sr. is the father of Kevin P. Reilly, Jr., the Company's
President, Chief Executive Officer and Director, and Sean E. Reilly, Chief
Operating Officer and also one of the Company's directors.
45
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has made two loans to Live Oak Living Centers, LLC. One loan
was for $61 at an interest rate of 7.5% and the second loan was for $112 at an
interest rate of 6%. Kevin P. Reilly, Jr., the Company's President, Chief
Executive Officer and Director, has a 15% ownership interest in the LLC. Sean E.
Reilly, Kevin P. Reilly, Jr.'s brother and also one of the Company's Directors,
has a 7.5% ownership interest in the LLC. Both loans, totaling $208 in
outstanding principal and interest, were repaid in full in September 2002.
On September 6, 2002, the Company entered into an agreement with Charles W.
Lamar III, its director, to settle Mr. Lamar's obligation to reimburse the
Company for premiums that it had paid under a split-dollar life insurance
policy. These premiums had been paid under an original policy, which was
subsequently surrendered to a new insurer for a new policy. The Company paid no
further premiums under the new policy but the new policy replaced the
surrendered policy as collateral for the $90 in aggregate premiums paid by the
Company under the old policy. In exchange for the right to receive the death
proceeds from the new policy at some indeterminate future date, the Company
accepted stock of the original insurer, which was issued in connection with its
demutualization, and cash with a value of approximately $53 in full satisfaction
of this obligation.
(11) Stockholders' EquitySTOCKHOLDERS' EQUITY
On July 16, 1999, the Board of Directors amended the preferred stock of the
Company by designating 5,720 shares of the 1,000,000 shares of previously
undesignated preferred stock, par value $.001 as Series AA preferred stock. The
previously issued Class A preferred stock par value $638 was exchanged for the
new Series AA preferred stock.stock and no shares of Class A preferred stock are
currently outstanding. The new Series AA preferred stock haveand the same
liquidation preferences, dividends and other rights as the previously issued Class A
preferred stock.stock rank senior to the Class A common stock and Class B common stock
with respect to dividends and upon liquidation. Holders of Series AA preferred
stock has a liquidation preference
overand Class A &preferred stock are entitled to receive, on a pari pasu basis,
dividends at the rate of $15.95 per share per quarter when, as and if declared
by the Board of Directors. The Series AA preferred stock and the Class A
preferred stock are also entitled to receive, on a pari pasu basis, $638 plus a
further amount equal to any dividend accrued and unpaid to the date of
distribution before any payments are made or assets distributed to the Class A
common stock or Class B common stock. Liquidationstock upon voluntary or involuntary liquidation,
dissolution or winding up of the Company. The liquidation value of the
outstanding Series AA preferred stock at December 31, 20012002 was $3,649. The new shares of
Series AA preferred stock however,and the Class A preferred stock are identical, except
that the Series AA preferred stock is entitled to one vote per share.share and the
Class A preferred stock is not entitled to vote.
All of the outstanding shares of Common Stock are fully paid and
nonassessable. In the event of the liquidation or dissolution of the Company,
following any required distribution to the holders of outstanding shares of
Preferred Stock, the holders of Common Stock are entitled to share pro rata in
any balance of the corporate assets available for distribution to them. The
Company may pay dividends if, when and as declared by the Board of Directors
from funds legally available therefore, subject to the restrictions set forth in
the Company's Existing Indentures and the Senior Credit Facility. Subject to the
preferential rights of the holders of any class of preferred stock, holders of
shares of Common Stock are entitled to receive such dividends as may be declared
by the Company's Board of Directors out of funds legally available for such
purpose. No dividend may be declared or paid in cash or property on any share of
either class of Common Stock unless simultaneously the same dividend is declared
or paid on each share of the other class of Common Stock, provided that, in the
event of stock dividends, holders of a specific class of Common Stock shall be
entitled to receive only additional shares of such class.
The rights of the Class A and Class B common stock are equal in all
respects, except holders of Class B common stock have ten votes per share on all
matters in which the holders of common stock are entitled to vote and holders of
Class A common stock have one vote per share on such matters. The Class B common
stock will convert automatically into Class A common stock upon the sale or
transfer to
46
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
persons other than permitted transferees (as defined in the Company's
certificate of incorporation, as amended).
On July 20, 1999, Lamar Advertising Company completed a corporate reorganization
to create a new holding company structure. The reorganization was accomplished
through a merger under section 251(g) of the Delaware General Corporation Law.
At the effective time of the merger, all stockholders of Lamar Advertising
Company became stockholders in a new holding company and Lamar Advertising
Company became a wholly-owned subsidiary of the new holding company. The new
holding company took the Lamar Advertising Company name and the old Lamar
Advertising Company was renamed Lamar Media Corp. In the merger, all outstanding
shares of old Lamar Advertising Company's capital stock were converted into
shares of the new holding company with the same voting powers, designations,
preferences and rights, and the same qualifications, restrictions and
limitations, as the shares of old Lamar Advertising Company. Following the
restructuring, the Class A common stock of the new holding company trades under
the symbol LAMR on the Nasdaq National Market with the same CUSIP number as the
old Lamar Advertising Company's Class A common stock.
On May 25, 2000, the stockholders approved a resolution to amend the
Company's Restated Certificate of Incorporation to increase the number of
authorized shares of Class A common stock from 125,000,000 shares to 175,000,000
shares which increased the total authorized capital stock from 163,510,000
shares to 213,510,000 shares.
On May 25, 2000, the stockholders approved the 2000 Employee Stock Purchase
Plan whereby 500,000 shares of the Company's Class A common stock have been
reserved for issuance under the Plan. Under this plan, eligible employees may
purchase stock at 85% of the fair market value of a share on the offering
commencement date or the respective purchase date whichever is lower. Purchases
are limited to ten percent of an employee's total compensation. The initial
offering under the Plan commenced on April 1, 2000 with a single purchase date
on June 30, 2000. Subsequent offerings shall commence each year on July 1 with a
termination date of December 31 and purchase dates on September 30 and December
31; and on January 1 with a termination date on June 30 and purchase dates on
March 31 and June 30.
38
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)
On June 7, 2001, the Company issued 1,200,000 shares of its Class A common
stock at a price of $40.00 per share. The equity offering was to cover
over-allotments related to an underwriting agreement between Lamar Advertising
Company, AMFM Operating, Inc. and Deutsche Banc Alex Brown Inc. filed on June 4,
2001. Under the terms of a consent decree with the United States Department of
Justice, AMFM Operating, Inc. had to dispose of its Lamar Advertising Class A
common stock by January 1, 2003. As of December 31, 2001, AMFM Operating, Inc.
hashad complied with the terms of the consent decree.
(12) Stock Option PlanSTOCK OPTION PLAN
In 1996, the Company adopted the 1996 Equity Incentive Plan (the 1996
Plan). The purpose of the 1996 Plan is to attract and retain key employees and
consultants of the Company. The 1996 Plan authorizes the grant of stock options,
stock appreciation rights and restricted stock to employees and consultants of
the Company capable of contributing to the Company's performance. Options
granted under the 1996 Plan generally become exercisable over a five-year period
and expire 10 years from the date of grant unless otherwise authorized by the
Board. As of December 31, 2001,2002, the Company had reserved an aggregate of
8,000,000 shares of Class A common stock for awards under the 1996 Plan of which 3,000,000
shares are subject to stockholder approval on May 23, 2002 at the Annual Meeting
of Stockholders.Plan.
In August 2000, the Board of Directors voted to amend the 1996 Plan to (i)
authorize grants to members of the Company's board of directors (ii) provide the
Committee with more flexibility in determining the exercise price of awards made
under the 1996 Plan (iii) allow for grants of unrestricted stock and (iv) set
forth performance criteria that the Committee may establish for the granting of
stock awards. These amendments were approved by the Company's stockholders in
May 2001.
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation".
Accordingly, no compensation cost has been recognized for the stock option
grants. Had compensation cost for the Company's stock option plan been
determined based on the fair value at the grant date consistent with the
provisions of SFAS No. 123, the Company's net earnings (loss) and earnings
(loss) per share would have been reduced to the pro forma amounts indicated
below:
2001 2000 1999
========= ======== =======
Net loss applicable to common stock - as reported $ (108,999) $ (94,470) $ (44,900)
========= ======== =======
Net loss applicable to common stock - pro forma (125,551) (100,877) (50,073)
========= ======== =======
Net loss per common share - as reported (basic and diluted) (1.11) (1.04) (.65)
========= ======== =======
Net loss per common share - pro forma (basic and diluted) (1.27) (1.11) (.73)
========= ======== =======
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used:
Grant Year Dividend Yield Expected Volatility Risk Free Interest Rate Expected LivesDIVIDEND EXPECTED RISK FREE EXPECTED
GRANT YEAR YIELD VOLATILITY INTEREST RATE LIVES
- ---------- -------------- ------------------- ----------------------- ---------------------- ---------- ------------- --------
20012002............................................ 0% 51% 5% 4
2001............................................ 0% 53% 5% 4
2000 0% 54% 6% 4
19992000............................................ 0% 54% 6% 4
3947
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share data)-- (CONTINUED)
Information regarding the 1996 Plan for the years ended December 31, 2002,
2001 2000
and 1999,2000, is as follows:
2002 2001 2000
1999
---- ---- ----
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
--------- --------- --------- --------- --------- ------------------------------ --------------------- ---------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- -------- ---------- -------- ---------- --------
Outstanding, beginning of yearyear.... 4,517,653 $29.11 2,865,647 $ 30.48$30.48 2,757,954 $ 27.14 2,240,567 $ 19.25
Granted$27.14
Granted........................... 142,000 35.01 2,195,500 27.02 470,500 43.87
1,115,000 37.94
ExercisedExercised......................... (515,088) 23.74 (425,243) 24.80 (299,619) 17.75
(525,725) 15.16
CanceledCanceled.......................... (77,200) 36.36 (118,251) 42.42 (63,188) 39.09
(71,888) 30.84
--------- --------- --------- --------- --------- ------------------- ------ ---------- ------ ---------- ------
Outstanding, end of yearyear.......... 4,067,365 $29.83 4,517,653 $ 29.08$29.08 2,865,647 $ 30.59 2,757,954 $ 27.14
========= ========= ========= ========= ========= =========$30.59
========== ====== ========== ====== ========== ======
Price for exercised sharesshares........ $ 23.74 $ 24.80 $ 17.75 $ 15.16
Shares available for grant, end of
yearyear............................ 1,369,520 1,436,009 513,258 920,570
Weighted average fair value of
options granted during the
yearyear............................ $ 29.0822.48 $ 26.5713.26 $ 23.1926.57
The following table summarizes information about fixed-price stock options
outstanding at December 31, 2001:2002:
Weighted
Average Weighted Weighted
Range of Number Remaining Average Number Average
Exercise Outstanding at Contractual Exercise Exercisable at Exercise
Prices DecemberNUMBER WEIGHTED NUMBER
OUTSTANDING AVERAGE WEIGHTED EXERCISABLE WEIGHTED
AT REMAINING AVERAGE AT AVERAGE
DECEMBER 31, 2001 Life Price DecemberCONTRACTUAL EXERCISE DECEMBER 31, 2001 Price
------ ----------------- ---- ----- ----------------- -----EXERCISE
RANGE OF EXERCISE PRICES 2002 LIFE PRICE 2002 PRICE
- ------------------------ -------------- ----------- -------- -------------- --------
$10.67 - 26.17 $ 622,805 4.97 $13.41 385,655 $11.3526.17........................ 506,312 4.01 $13.68 479,312 $12.98
26.42................................. 1,401,553 8.74 26.42 1,746,098 9.74 26.42 1,142,9981,120,353 26.42
26.69 - 33.38 1,359,250 7.08 31.18 702,150 31.7533.38......................... 1,356,000 6.27 31.25 906,750 31.79
34.16 - 47.75 694,500 8.15 41.40 50,800 38.3347.75......................... 708,000 7.25 41.26 92,200 37.61
60.63................................. 95,000 7.01 60.63 95,000 8.01 60.63 14,00018,000 60.63
No stock appreciation rights or restricted stock authorized by the 1996
Plan have been granted.
(13) Commitments and Other ContingenciesCOMMITMENTS AND OTHER CONTINGENCIES
The Company sponsors a partially self-insured group health insurance
program. The Company is obligated to pay all claims under the program, which are
in excess of premiums, up to program limits of $150 per employee, per claim, per
year. The Company is also self-insured with respect to its income disability
benefits and against casualty losses on advertising structures. Amounts for
expected losses, including a provision for losses incurred but not reported, is
included in accrued expenses in the accompanying consolidated financial
statements. As of December 31, 2001,2002, the Company maintained a $385 letter$3,417 in letters of
credit with a bank to meet requirements of the Company's worker's compensation
and general liability insurance carrier.
The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan
covering employees who have completed one year of service and are at least 21
years of age. The Company matches 50% of employees' contributions up to 5% of
related compensation. Employees can contribute up to 15% of compensation. Full
vesting on the Company's matched contributions occurs after five years.years for
contributions made prior to January 1, 2002 and three years for contributions
made after January 1, 2002.
48
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Annually, at the Company's discretion, an additional profit sharing contribution
may be made on behalf of each eligible employee. In total, for the years ended
December 31, 2002, 2001, 2000 and 19992000, the Company contributed $2,709, $2,422 and
$1,671, and
$2,403, respectively.
40
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)
The Company sponsors a Deferred Compensation Plan for the benefit of
certain of its senior management who meet specific age and years of service
criteria. Employees who have attained the age of 30 and have a minimum of 10
years of service are eligible for annual contributions to the Plan generally
ranging from $3 to $8, depending on the employee's length of service. The
Company's contributions to the Plan are maintained in a rabbi trust and,
accordingly, the assets and liabilities of the Plan are reflected in the balance
sheet of the Company. Upon termination, death or disability, participating
employees are eligible to receive an amount equal to the fair market value of
the assets in the employee's deferred compensation account. The Company has
contributed $619, $550 $456 and $448$456 to the Plan during the years ended December 31,
2002, 2001 2000 and 1999,2000, respectively. Contributions to the Deferred Compensation
Plan are discretionary and are determined by the Board of Directors.
The Company is the subject of litigation arising during the normal course of
business. In the opinion of management and the general counsel of the Company,
those claims will not have a material impact on the financial position, results
of operations or liquidity of the Company.
(14) Summarized Financial Information of SubsidiariesSUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES
Separate financial statements of each of the Company's direct or indirect
wholly-owned subsidiaries that have guaranteed Lamar Media's obligations with
respect to its publicly issued notes (collectively, the Guarantors) are not
included herein because the Company has no independent assets or operations, the
guarantees are full and unconditional and joint and several and the only
subsidiary that is not a guarantor is considered to be minor. Lamar Media's
ability to make distributions to Lamar Advertising is restricted under the terms
of its bank credit facility and the indentures relating to Lamar Media's
outstanding notes.
As of December 31, 2002 and 2001, the net assets restricted as to transfers
from Lamar Media Corp. to Lamar Advertising Company in the form of cash
dividends, loans or advances were $1,915,035 and $1,896,992, respectively.
(15) Disclosures About Fair Value of Financial InstrumentsDISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 20012002 and 2000.2001. The fair
value of the financial instrument is defined as the amount at which the
instrument could be exchanged in a current transaction between willing parties.
2002 2001
2000
---- ----
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
----------------------------- -----------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
---------- ---------------- ---------- ----------
Long-term debt $ 1,745,026 $ 1,770,439 $1,671,466 $1,677,434debt....................... $1,734,746 $1,758,380 $1,745,026 $1,770,439
The estimated fair value amounts have been determined by the Company using
available market information and appropriate valuation methodologies as follows:
- - The carrying amounts of cash and cash equivalents, prepaids, receivables,
trade accounts payable, accrued expenses, and deferred income approximate
fair value because of the short term nature of these items.
-
- The fair value of long-term debt is based upon market quotes obtained
from dealers where available and by discounting future cash flows at
rates currently available to the Company for similar instruments when
quoted market rates are not available.
Fair value estimates are subject to inherent limitations. Estimates of fair
values are made at a specific point in time, based on relevant market
information and information about the financial instrument. The estimated fair
values of financial instruments presented above are not necessarily indicative
of amounts the
49
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Company might realize in actual market transactions. Estimates of fair value are
subjective in nature and involve uncertainties and matters of significant
judgementjudgment and therefore cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.
41(16) QUARTERLY FINANCIAL DATA (UNAUDITED)
FISCAL YEAR 2002 QUARTERS
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
Net revenues........................... $176,538 $202,529 $201,918 $194,697
Net revenues less direct advertising
expenses............................. 109,311 135,897 130,233 125,469
Net loss applicable to common stock.... (16,254) (399) (6,079) (13,961)
Net loss per common share (basic and
diluted)............................. (0.16) (--) (0.06) (0.14)
FISCAL YEAR 2001 QUARTERS
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
Net revenues........................... $170,385 $191,788 $188,267 $178,610
Net revenues less direct advertising
expenses............................. 108,849 130,473 123,674 114,571
Net loss applicable to common stock.... (34,381) (20,491) (24,452) (29,675)
Net loss per common share (basic and
diluted)............................. (0.35) (0.21) (0.25) (0.30)
(17) NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, Financial Accounting Standards Board (FASB) issued SFAS No.
143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires the
Company to record the fair value of an asset retirement obligation as a
liability in the period in which it incurs a legal obligation associated with
the retirement of tangible long-lived assets that result from the acquisition,
construction, development, and/or normal use of the assets. The Company will
also record a corresponding asset that is depreciated over the life of the
asset. Subsequent to the initial measurement of the asset retirement obligation,
the obligation will be adjusted at the end of each period to reflect the passage
of time and changes in the estimated future cash flows underlying the
obligation. The Company is required to adopt SFAS No. 143 on January 1, 2003.
The Company has not yet determined the impact to the consolidated financial
statements for the adoption of SFAS No. 143.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullified Emerging Issues Task Force (EITF) Issue 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity." The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002, with early application
encouraged. The adoption of SFAS No. 146 is not expected to have a material
effect on the Company's financial statements.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57, and 107 and a rescission of FASB Interpretation No. 34." This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The initial recognition and measurement provisions of the
Interpretation are applicable to
50
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share data)
(16) Quarterly Financial Data (Unaudited)
Fiscal Year 2001 Quarters
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
Net revenues $170,385 $191,893 $188,267 $178,505
Net revenues less direct advertising expenses 108,849 130,578 123,674 114,466
Net loss applicable to common stock (34,381) (20,491) (24,452) (29,675)
Net loss per common share basic and diluted (.35) (.21) (.25) (.30)
Fiscal Year 2000 Quarters
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
Net revenues $151,267 $172,953 $184,806 $178,293
Net revenues less direct advertising expenses 98,755 119,327 128,768 123,004
Net loss applicable to common stock (29,065) (20,489) (19,600) (25,316)
Net loss per common share basic and diluted (.33) (.23) (.21) (.27)
(17) New Accounting Pronouncements
In April 1998, the American Institute of Certified Public Accountants-- (CONTINUED)
guarantees issued Statement of Position (SOP) 98-5, Reporting on the Costs of Start-Up Activities.
SOP 98-5 is effective for financial statements for fiscal years beginningor modified after December 15, 1998,31, 2002 and requires that the costs of start-up activities, including
organizational costs, be expensed as incurred. Theare not expected to
have a material effect of SOP 98-5 was
recorded in the first quarter of fiscal 1999 as the cumulative effect of a
change in accounting principle in the amount of $(767), net of tax, as described
in Accounting Principles Board Opinion No. 20 Accounting Changes.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS
No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001 as well as all purchase method business combinations
completed after June 30, 2001. SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets
with estimable useful lives be amortized over their respective estimated useful
lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" and subsequently, SFAS No.
144 "Accounting for the Impairment or Disposal of Long-lived Assets", after its
adoption. The adoption of SFAS No. 141 as of July 1, 2001 had no impact on the Company's financial statements. The Company adopteddisclosure
requirements are effective for financial statements of interim and annual
periods ending after December 15, 2002.
In December 2002, the provisions ofFASB issued SFAS No. 141 as148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure, an amendment of July 1, 2001, and SFASFASB Statement No.
142 is effective January 1, 2002. Goodwill and intangible assets determined123." This Statement amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation," to have an indefinite useful life acquired inprovide alternative methods of transition for a purchase business combination
completed after June 30, 2001, but before SFAS No. 142 is adopted in full, are
not amortized. Goodwill and intangible assets acquired in business combination
completed before July 1, 2001 continuedvoluntary
change to be amortized and tested for
impairment prior to the full adoption of SFAS No. 142.
Upon adoption of SFAS No. 142, the Company is required to evaluate its existing
intangible assets and goodwill that were acquired in purchase business
combinations, and to make any necessary reclassifications in order to conform
with the new classification criteria in SFAS No. 141 for recognition separate
from goodwill. The Company will be required to reassess the useful lives and
residual values of all intangible assets acquired, and make any necessary
amortization period adjustments by the end of the first interim period after
adoption. If an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of SFAS No. 142 within the first interim
period. Impairment is measured as the excess of carrying value over the fair value method of an intangible asset with an indefinite life. Any impairment loss will
be measured asaccounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require prominent disclosures in both annual and interim
financial statements. Certain of the date of adoptiondisclosure modifications are required for
fiscal years ending after December 15, 2002 and recognized as the cumulative effect
of a change in accounting principleare included in the first interim period.notes to
these consolidated financial statements.
In connection with SFASJanuary 2003, the FASB issued Interpretation No. 142's transitional goodwill impairment evaluation,46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
Interpretation addresses the Statement requires the Company to perform an assessmentconsolidation by business enterprises of whether there is
an indication that goodwill is impairedvariable
interest entities as of the date of adoption. To
accomplish this, the Company must identify its reporting units and determine the
carrying value of each reporting unit by assigning the assets and liabilities,
including the existing goodwill and intangible assets, to those reporting units
as of January 1, 2002. The Company will then have up to six months from January
1, 2002 to determine the fair value of each reporting unit and compare it to the
carrying amount of the reporting unit. To the extent the carrying amount of a
reporting unit exceeds the fair value of the
42
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)
reporting unit, an indication exists that the reporting unit goodwill may be
impaired and the Company must perform the second step of the transitional
impairment test. The second step is required to be completed as soon as
possible, but no later than the end of the year of adoption. In the second step,
the Company must compare the implied fair value of the reporting unit goodwill
with the carrying amount of the reporting unit goodwill, both of which would be
measured as of the date of adoption. The implied fair value of goodwill is
determined by allocating the fair value of the reporting unit to all of the
assets and liabilities of the reporting unit in a manner similar to a purchase
price allocation, in accordance with SFAS No. 141. The residual fair value after
this allocation is the implied fair value of the reporting unit goodwill. Any
transitional impairment loss will be recognized as the cumulative effect of a
change in accounting principledefined in the Company's statementInterpretation. The Interpretation applies
immediately to variable interest in variable interest entities created after
January 31, 2003 and to variable interest entities obtained after January 31,
2003. The application of income.
As of the date of adoption of SFAS No. 142, the Company expectsthis Interpretation is not expected to have unamortized goodwill in the amount of $1,138,000, all of which will be subject
to the transition provisions of SFAS No. 142. Amortization expense related to
goodwill was $90,030, and $78,433 for the years ended December 31, 2001 and
2000, respectively. Because of the extensive effort needed to comply with
adopting SFAS No. 141 and No. 142, it is not practicable to reasonably estimate
the impact of adopting the Statementsa material
effect on the Company's financial statements at
the date of this report, including whether it will be required to recognize any
transitional impairment losses as the cumulative effect of a changeCompany has no variable
interest entities. The Interpretation requires certain disclosures in accounting principle.
In August, 2001, the FASBfinancial
statements issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144). SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This Statement requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicateafter January 31, 2003, if it is reasonably possible that the
carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison ofCompany will consolidate or disclose information about variable interest
entities when the carrying amount of an asset to future net cash
flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized by
the amount by which the carrying amount of the asset exceeds the fair value of
the asset. SFAS No. 144 requires companies to separately report discontinued
operations and extends that reporting to a component of an entity that either
has been disposed of (by sale, abandonment, or in a distribution to owners) or
is classified as held for sale. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell. The Company is
required to adopt SFAS No. 144 on January 1, 2002.
18) Subsequent Events
On January 11, 2002 the Company activated $200,000 in new borrowings under the
incremental facility of its bank credit agreement. The proceeds were used to
reduce the outstanding balance of the revolving bank credit facility by $160,000
and approximately $10,000 was used for operations resulting in excess cash on
hand of $30,000. Also on January 30, 2002, JPMorgan Chase Bank issued a standby
letter of credit of approximately $3,203 to benefit American Casualty Insurance
Company, the provider of the Company's general liability and workman's
compensation coverage. This issuance reduces the Company's availability under
its revolving credit facility. After these transactions, availability under the
revolving bank credit facility was approximately $347,000.
43Interpretation becomes effective.
51
SCHEDULE 2
Lamar Advertising Company
Valuation and Qualifying Accounts
Years Ended DecemberLAMAR ADVERTISING COMPANY
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 and 1999
(in 000's)
Balance at Charged to Balance at
Beginning Costs and End of
of Period Expenses Deductions Period
--------- --------BALANCE AT CHARGED TO
BEGINNING COSTS AND BALANCE AT
OF PERIOD EXPENSES DEDUCTIONS END OF PERIOD
---------- ---------------- ---------- -------------
(IN THOUSANDS)
Year ended December 31, 2002
Deducted in balance sheet from trade accounts
receivable: Allowance for doubtful
accounts................................... $ 4,914 9,036 9,036 4,914
Deducted in balance sheet from intangible
assets: Amortization of intangible
assets..................................... $569,322 130,142 -- 699,464
Year ended December 31, 2001
Deducted in balance sheet from trade accounts
receivable: Allowance for doubtful
accountsaccounts................................... $ 4,914 7,794 7,794 4,914
Deducted in balance sheet from intangible
assets: Amortization of intangible
assetsassets..................................... $356,725 212,597 -- 569,322
Year ended December 31, 2000
Deducted in balance sheet from trade accounts
receivable: Allowance for doubtful
accountsaccounts................................... $ 3,928 5,991 5,005 4,914
Deducted in balance sheet from intangible
assets: Amortization of intangible
assetsassets..................................... $171,316 185,409 -- 356,725
Year ended December 31, 1999
Deducted in balance sheet from trade accounts
receivable: Allowance for doubtful accounts $ 2,722 4,065 2,859 3,928
Deducted in balance sheet from intangible
assets: Amortization of intangible assets $ 72,121 100,019 824 171,316
4452
LAMAR MEDIA CORPCORP.
AND SUBSIDIARIES
Independent Auditors' Report ................................................... 46........................................................... 54
Consolidated Balance Sheets as of December 31, 2002 and 2001 and 2000 ................... 47........................... 55
Consolidated Statements of Operations for the years ended December 31,
2002, 2001 and 2000 and 1999 ...................................................... 48.............................................................. 56
Consolidated Statements of Stockholder's Equity for the years ended
December 31, 2002, 2001 and 2000 and 1999 ................................... 49................................................. 57
Consolidated Statements of Cash Flows for the years ended December 31,
2002, 2001 and 2000 and 1999 ...................................................... 50............................................................. 58
Notes to Consolidated Financial Statements ..................................... 51............................................. 59 - 5464
Schedule 2 - Valuation and Qualifying Accounts for the years ended December 31,
2002, 2001 and 2000 .............................................................. 65
4553
INDEPENDENT AUDITORS' REPORT
Board of Directors
Lamar Media Corp.:
We have audited the accompanying consolidated balance sheets of Lamar Media
Corp. and subsidiaries as of December 31, 20012002 and 2000,2001, and the related
consolidated statements of operations, stockholder's equity and cash flows for
each of the years in the three-year period ended December 31, 2001.2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lamar Media
Corp. and subsidiaries as of December 31, 20012002 and 2000,2001, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2001,2002, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 171(d) to the consolidated financial statements of Lamar
Advertising Company, the Company changed its method of accounting for the costs
of start-up activities in 1999.
As discussed in Note 17 to the consolidated financial statements, effective July 1, 2001, the Company adopted the provisions
of Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations", and certain provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets", as required for goodwill and intangible assets resulting
from business combinations consummated after June 30, 2001. The provisions of
SFAS No. 142 were fully adopted on January 1, 2002.
/s/ KPMG LLP
KPMG LLP
New Orleans, Louisiana
February 8, 2002
465, 2003, except as to Note 5 which is as of March 7, 2003
54
LAMAR MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
(In thousands, except share and per share data)
ASSETSDECEMBER 31,
---------------------------
2002 2001
2000
- ------ ---- ---------------- ------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
ASSETS
Current assets:
Cash and cash equivalentsequivalents................................. $ 15,610 $ 12,885
$ 72,340Cash on deposit for debt extinguishment................... 266,657 --
Receivables, net of allowance for doubtful accounts of
$4,914 in 2002 and 2001................................ 92,295 93,043
91,628
Prepaid expensesexpenses.......................................... 30,091 27,176
23,164Deferred income tax asset................................. 6,428 5,945
Other current assetsassets...................................... 14,293 17,688 15,966
---------- ----------
Total current assets 150,792 203,098assets........................................ 425,374 156,737
---------- ----------
Property, plant and equipmentequipment............................... 1,850,657 1,777,399 1,630,866
Less accumulated depreciation and amortizationamortization............ (566,889) (451,686) (335,991)
---------- ----------
Net property, plant and equipmentequipment........................... 1,283,768 1,325,713
1,294,875
---------- ----------
Goodwill (note 3)........................................... 1,171,595 1,127,426
Intangible assets (note 3) 2,156,079 2,106,493.................................. 975,998 1,028,653
Other assets - non-currentassets................................................ 18,174 16,580 17,249
---------- ----------
Total assets $3,649,164 $3,621,715assets................................................ $3,874,909 $3,655,109
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Trade accounts payablepayable.................................... $ 10,04810,051 $ 9,91810,048
Current maturities of long-term debt note 5(note 5)............. 4,687 66,559
66,814Current maturities related to debt extinguishment......... 255,000 --
Accrued expenses (note 4)................................. 25,981 22,362
35,765
Deferred incomeincome........................................... 13,942 11,618 11,005
---------- ----------
Total current liabilitiesliabilities................................... 309,661 110,587 123,502
---------- ----------
Long-term debt (note 5)..................................... 1,447,246 1,457,526 1,671,466
Deferred income taxes (note 6) 127,241 142,052.............................. 129,924 133,186
Other liabilitiesliabilities........................................... 7,366 7,724 7,939
---------- ----------
Total liabilities 1,703,078 1,944,959liabilities........................................... 1,894,197 1,709,023
---------- ----------
Stockholder's equity:
Common stock, $.01 par value, authorized 3,000 shares; 100
shares issued and outstanding at December 31, 20012002 and
20002001................................................... -- --
Additional paid-in capitalcapital................................ 2,281,901 2,222,317
1,855,421
Accumulated deficitdeficit....................................... (301,189) (276,231) (178,665)
---------- ----------
Stockholder's equityequity........................................ 1,980,712 1,946,086 1,676,756
---------- ----------
Total liabilities and stockholder's equity $3,649,164 $3,621,715equity.................. $3,874,909 $3,655,109
========== ==========
See accompanying notes to consolidated financial statements.
4755
LAMAR MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(In thousands, except share and per share data)
YEARS ENDED DECEMBER 31,
--------------------------------
2002 2001 2000
1999-------- --------- ---------
---------(IN THOUSANDS, EXCEPT SHARE AND
PER SHARE DATA)
Net revenuesrevenues............................................... $775,682 $ 729,050 $ 687,319
$ 444,135
----------------- --------- ---------
Operating expenses:
Direct advertising expensesexpenses............................. 274,772 251,483 217,465 143,090
General and administrative expensesexpenses..................... 166,895 150,786 137,292
94,264
Depreciation and amortizationamortization........................... 274,644 351,754 315,465 176,233
Gain on disposition of assetsassets........................... (336) (923) (986)
(5,481)-------- --------- ---------
---------715,975 753,100 669,236
408,106
----------------- --------- ---------
Operating income (loss)................................. 59,707 (24,050) 18,083 36,029
Other expense (income):
Loss on early extinguishment of debt.................... 5,850 -- --
Interest incomeincome......................................... (929) (640) (1,715)
(1,421)
Interest expenseexpense........................................ 92,178 113,026 147,607
89,619-------- --------- ---------
---------97,099 112,386 145,892
88,198
----------------- --------- ---------
Loss before income taxes, extraordinary item and cumulative effect
of a change in accounting principletaxes................................... (37,392) (136,436) (127,809) (52,169)
Income tax benefit (note 6)................................ (12,434) (38,870) (35,879)
(9,232)
--------- --------- ---------
Loss before extraordinary item and cumulative effect of a change in
accounting principle (97,566) (91,930) (42,937)
Extraordinary loss on debt extinguishment, net of income tax
benefit of $117 -- -- (182)
--------- --------- ---------
Loss before cumulative effect of a change in accounting principle (97,566) (91,930) (43,119)
Cumulative effect of a change in accounting principle -- -- (767)
----------------- --------- ---------
Net loss (97,566) (91,930) (43,886)
Preferred stock dividends -- -- (274)
--------- --------- ---------
Net loss applicable to common stockloss................................................... $(24,958) $ (97,566) $ (91,930)
$ (44,160)
================= ========= =========
See accompanying notes to consolidated financial statements.
4856
LAMAR MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
YEARS ENDED DECEMBERFor the years ended December 31, 2002, 2001 2000 AND 1999
(In thousands, except share and per share data)2000
ADDI-
CLASS A CLASS A CLASS B TIONAL ACCUM-
COMMON PREFERRED COMMONADDITIONAL
COMMON PAID-IN ULATED
STOCK STOCK STOCKACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
--------- ---------------- ----------- ------------ ----------
---------- ---------- ---------- ----------(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Balance, December 31, 19981999........................... $ -- 3,649 43 18 505,644 (42,575) 466,779
Issuance of 13,023 shares of
common stock in acquisitions -- -- -- -- 475 -- 475
Exercise of stock options -- -- -- -- 3,833 -- 3,833
Effect of Corporate
restructuring (3,649) (43) (18) 3,710 -- --
Contribution from parent -- -- -- -- 955,944 -- 955,944
Net loss -- -- -- -- -- (43,886) (43,886)
Dividends ($63.80 per
preferred share) -- -- -- -- -- (274) (274)
--------- --------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1999 $ -- -- -- -- 1,469,606 (86,735) 1,382,871
Contribution from parent -- -- --parent.......................... -- 385,815 -- 385,815
Net loss -- -- --loss.......................................... -- -- (91,930) (91,930)
----- --------- -------- --------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 20002000........................... $ -- -- -- -- 1,855,421 (178,665) 1,676,756
Contribution from parent -- -- --parent.......................... -- 366,896 -- 366,896
Net loss -- -- --loss.......................................... -- -- (97,566) (97,566)
----- --------- -------- --------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 20012001........................... $ -- -- -- -- 2,222,317 (276,231) 1,946,086
Contribution from parent.......................... -- 59,584 -- 59,584
Net loss.......................................... -- -- (24,958) (24,958)
----- --------- -------- ---------
Balance, December 31, 2002........................... $ -- 2,281,901 (301,189) 1,980,712
===== ========= ======== ========= ========== ========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
4957
LAMAR MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
------------------------------
2002 2001 2000 AND 1999
(In thousands)
2001 2000 1999
-------- -------- --------
(IN THOUSANDS)
Cash flows from operating activities:
Net loss $ (97,566) $ (91,930) $ (43,886)loss.................................................. $(24,958) $(97,566) $(91,930)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortizationamortization.......................... 274,644 351,754 315,465 176,233
Gain on disposition of assetsassets.......................... (336) (923) (986)
(5,481)
Cumulative effectLoss on early extinguishment of accounting changedebt................... 2,424 -- --
767
Deferred income tax benefitbenefit............................ (8,325) (39,582) (35,737) (13,215)
Provision for doubtful accountsaccounts........................ 9,036 7,794 5,991 4,065
Changes in operating assets and liabilities:
(Increase) decrease in:
ReceivablesReceivables.......................................... (6,451) (9,810) (13,786)
(19,091)
Prepaid expensesexpenses..................................... (2,533) (1,322) (1,371)
782
Other assetsassets......................................... 2,804 2,916 4,568 (10,937)
Increase (decrease) in:
Trade accounts payablepayable............................... 3 131 (1,574)
3,438
Accrued expensesexpenses..................................... 1,965 (14,641) (1,910)
14,974
Deferred incomeincome...................................... 2,051 (173) (964)
(7,184)
Other liabilitiesliabilities.................................... (505) 124 196 (29)
-------- -------- --------
Net cash provided by operating activitiesactivities......... 249,819 198,702 177,962 100,436
-------- -------- --------
Cash flows from investing activities:
Capital expendituresexpenditures...................................... (78,390) (85,320) (78,304) (77,186)
Purchase of new marketsmarkets................................... (78,326) (298,134) (355,958)
(878,933)Increase in notes receivable.............................. (1,650) -- --
Proceeds from sale of property and equipmentequipment.............. 3,412 4,916 2,827 7,603
-------- -------- --------
Net cash used in investing activitiesactivities............. (154,954) (378,538) (431,435) (948,516)
-------- -------- --------
Cash flows from financing activities:
Net proceeds from issuance of common stock -- -- 2,231
Contribution from parentparent.................................. -- 48,000 200,212 --
Proceeds from issuance of long-term debtdebt.................. 256,360 -- --
279,594Deposits for debt extinguishment.......................... (266,657) -- --
Principal payments on long-term debtdebt...................... (140,700) (67,046) (5,330)
(79,667)
Debt issuance costscosts....................................... (1,183) (573) (1,470)
Increase in notes payable................................. 40 -- --
Net borrowing under credit agreementsagreements..................... 60,000 140,000 124,000 526,000
Dividends -- -- (274)
-------- -------- --------
Net cash (used in) provided by financing
activitiesactivities...................................... (92,140) 120,381 317,412 727,884
-------- -------- --------
Net increase (decrease) increase in cash and cash
equivalentsequivalents..................................... 2,725 (59,455) 63,939 (120,196)
Cash and cash equivalents at beginning of periodperiod.......... 12,885 72,340 8,401 128,597
-------- -------- --------
Cash and cash equivalents at end of periodperiod................ $ 15,610 $ 12,885 $ 72,340 $ 8,401
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid for interestinterest.................................... $ 94,729 $119,000 $147,875 $ 83,837
======== ======== ========
Cash paid for state and federal income taxestaxes.............. $ 745 $ 1,189 $ 1,936 $ 6,919
======== ======== ========
See accompanying notes to consolidated financial statements.
5058
LAMAR MEDIA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(1) Significant Accounting Policies
(a) NatureSIGNIFICANT ACCOUNTING POLICIES
(A) NATURE OF BUSINESS
Lamar Media Corp. is a wholly-owned subsidiary of Business
On July 20, 1999, Lamar Advertising
Company reorganized into a new holding
company structure. As a result of this reorganization (1) the former Lamar
Advertising Company became a wholly owned subsidiary of a newly formed holding
company, (2) the name of the former Lamar Advertising Company was changed to
Lamar Media Corp., (3) the name of the new holding company became Lamar
Advertising Company, (4) the outstanding shares of capital stock of the former
Lamar Advertising Company, including the Class A common stock, were
automatically converted, on a share for share basis, into identical shares of
capital stock of the new holding company and (5) the Class A common stock of the
new holding company commenced trading on the Nasdaq National Market under the
symbol LAMR instead of the Class A common stock of the former Lamar Advertising
Company. In addition, following the holding company reorganization,
substantially all of the former Lamar Advertising Company's debt obligations,
including the bank credit facility and other long-term debt remained the
obligations of Lamar Media. Under Delaware law, the reorganization did not
require the approval of the stockholders of the former Lamar Advertising
Company. The purpose of the reorganization was to provide Lamar Advertising
Company with a more flexible capital structure and to enhance its financing
options. The business operations of the former Lamar Advertising Company and its
subsidiaries, including the Company, has not changed as a result of the
reorganization. Lamar Media Corp. is engaged in the outdoor advertising business
operating approximately 144,400146,000 outdoor advertising displays in 44 states. Lamar
Media's operating strategy is to be the leading provider of outdoor advertising
services in the markets it serves.
In addition, Lamar Media operates a logo sign business in 21 states
throughout the United States and in 1one province of Canada. Logo signs are
erected pursuant to state-awarded service contracts on public rights-of-way near
highway exits and deliver brand name information on available gas, food, lodging
and camping services. Included in the Company's logo sign business are tourism
signing contracts.
Certain footnotes are not provided for the accompanying financial
statements as the information in notes 2, 4, 6, 11 through 13, 15 and 17 18 and
portions of notes 1, 8 and 10 to the consolidated financial statements of Lamar
Advertising Company included elsewhere in this Annual Report are substantially
equivalent to that required for the consolidated financial statements of Lamar
Media Corp. Earnings per share data is not provided for the operating results of
Lamar Media Corp. as it is a wholly ownedwholly-owned subsidiary of Lamar Advertising
Company.
(b) Principles of Consolidation(B) PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include Lamar Media
Corp., its wholly-owned subsidiaries, The Lamar Company, LLC, Lamar WhitecoCentral
Outdoor, Corporation,Inc., Lamar Outdoor CorporationOklahoma Holding Co., Inc., Lamar Advertising Southwest,
Inc., Lamar DOA Tennessee Holdings, Inc., and Interstate Logos, LLC. and their
majority-owned subsidiaries. All intercompany transactions and balances have
been eliminated in consolidation.
(2) Noncash Financing and Investing ActivitiesNONCASH FINANCING AND INVESTING ACTIVITIES
A summary of significant noncash financing and investing activities for the
years ended December 31, 2002, 2001 2000 and 1999:2000:
2002 2001 2000
1999
-------- ------- ------------ -------
Disposition of assets $ -- -- 5,387
Parent company stock contributed for acquisitionsacquisitions....... $56,100 29,000 185,603 475
Recapitalization related to corporate restructure (note 1) -- -- 3,710
Note payable converted to contributed capitalcapital........... -- 287,500 --
Debt issuance costs..................................... 3,640 -- --
5159
LAMAR MEDIA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share data)-- (CONTINUED)
(3) Intangible AssetsGOODWILL AND OTHER INTANGIBLE ASSETS
The following is a summary of intangible assets at December 31, 20012002 and
2000:December 31, 2001:
Estimated Life
(Years)2002 2001
2000
--------------------------------------- -------------------------
ESTIMATED GROSS GROSS
LIFE CARRYING ACCUMULATED CARRYING ACCUMULATED
(YEARS) AMOUNT AMORTIZATION AMOUNT AMORTIZATION
--------- ---------- ------------ ---------- ------------
AMORTIZABLE INTANGIBLE
ASSETS:
Debt issuance costs and
fees 7 - 10fees.................. 7-10 $ 24,779 24,20629,304 $ 16,992 $ 24,625 $ 11,756
Customer lists and
contracts 7 - 10contracts............. 7-10 371,787 196,084 359,154 329,867
Non-compete agreements 3 -145,180
Non-competition
agreements............ 3-15 57,023 39,458 56,419 31,841
Site locations........... 15 56,419 53,807937,773 177,016 882,180 115,314
Other.................... 5-15 15,399 5,738 14,605 4,239
---------- -------- ---------- --------
1,411,286 435,288 1,336,983 308,330
UNAMORTIZABLE INTANGIBLE
ASSETS:
Goodwill................. $1,424,361 $252,766 $1,380,192 $252,766
The changes in the carrying amount of goodwill for the year ended December
31, 2002 are as follows:
Balance as of December 31, 2001............................. $1,380,192
Goodwill 15 1,388,395 1,274,650
Site locations and other 5 - 15 888,428 776,277acquired during the year........................... 44,169
Impairment losses........................................... --
----------
Balance as of December 31, 2002............................. $1,424,361
==========
In accordance with SFAS No. 142, Lamar Media is required to evaluate its
existing intangible assets and goodwill that were acquired in purchase business
combinations, and to make any necessary reclassifications in order to conform
with the new classification criteria in SFAS No. 141 for recognition separate
from goodwill. Lamar Media is required to reassess the useful lives and residual
values of all intangible assets acquired, and make any necessary amortization
period adjustments. If an intangible asset is identified as having an indefinite
useful life, Lamar Media will be required to test the intangible asset for
impairment in accordance with the provisions of SFAS No. 142. Impairment is
measured as the excess of carrying value over the fair value of an intangible
asset with an indefinite life. Based upon it's review, no impairment charge was
required upon the adoption of SFAS No. 142 or at its annual test for impairment
on December 31, 2002.
The following table illustrates the effect of the adoption of SFAS No. 142
on prior periods:
YEARS ENDED DECEMBER 31,
--------------------------------
2002 2001 2000
-------- --------- $2,717,175 2,458,807
==========---------
Reported net loss applicable to common stock....... $(24,958) $ (97,566) $ (91,930)
Add: goodwill amortization, net of tax............. -- 70,463 60,752
-------- --------- ---------
Adjusted net loss applicable to common stock....... $(24,958) $ (27,103) $ (31,178)
======== =========
Cost $2,717,175 2,458,807
Accumulated amortization (561,096) (352,314)
---------- ---------
$2,156,079 2,106,493
========== =========
60
LAMAR MEDIA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(4) Accrued ExpensesACCRUED EXPENSES
The following is a summary of accrued expenses at December 31, 20012002 and
2000:2001:
2002 2001
2000
---------- ---------------- ------
PayrollPayroll..................................................... $ 7,686 4,982
10,939
InterestInterest.................................................... 8,618 11,169
17,143
OtherOther....................................................... 9,677 6,211
7,683
---------- ---------
$------- ------
$25,981 22,362
35,765
========== ================ ======
(5) Long-term DebtLONG-TERM DEBT
Long-term debt consists of the following at December 31, 20012002 and 2000:2001:
2002 2001 2000
---------- ---------
57 1/4% Convertible notesSenior subordinated notes............................ $ 260,000 -- 287,500
9 5/8% Senior subordinated notes (1996 Notes)............... 255,000 255,000
8 5/8% Senior subordinated notes (1997 Notes)............... 199,230 199,104 198,989
Bank Credit AgreementAgreement....................................... 975,500 978,500 900,000
9 1/4% Senior subordinated notes 74,073notes............................ -- 74,073
8% unsecuredUnsecured subordinated notes (see note 12)notes............................. 7,333 9,333 11,333
Other notes with various rates and termsterms.................... 9,870 8,075 11,385
---------- ---------
1,706,933 1,524,085 1,738,280
Less current maturitiesmaturities..................................... (259,687) (66,559) (66,814)
---------- ---------
$1,457,526 1,671,466$1,447,246 1,457,526
========== =========
Long-term debt matures as follows:
20022003........................................................ $ 66,559
2003 128,419
2004 155,469
2005 173,359
2006 427,529259,687
2004........................................................ 4,336
2005........................................................ 56,545
2006........................................................ 68,624
2007........................................................ 281,978
Later years 572,750years................................................. 1,035,763
52
LAMAR MEDIA CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)
On August 10, 1999, Lamar Media Corp. borrowed from Lamar Advertising
Company, its parent, $287,500 in exchange for a note payable bearing interest at
5-1/5 1/4% due 2006. The proceeds were used to pay down existing bank debt of the
Company.
Effective January 30, 2001, Lamar Media Corp. and its subsidiaries entered
into an amendment to its bank credit agreement for the purposes of increasing
"Incremental Loan Commitments" from $400,000 to $1,000,000 and affording Lamar
Media Corp. and Lamar Advertising Company more flexibility in incurring debt.
The "Total Debt Ratio", previously measured at the Lamar Advertising Company
level, is now measured at the Lamar Media Corp. level with the result that the
5 1/4% convertible Notes will be excluded from this ratio. In connection with
these changes, the note receivable and notes payable of equal amounts between
Lamar Advertising and Lamar Media, its wholly ownedwholly-owned subsidiary, were canceled.
The cancellation of the note of $287,500 is treated as capital contributed by
the parent on Lamar Media's balance sheet effective January 30, 2001.
61
LAMAR MEDIA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The presentation of long-term debt is in accordance with the terms of the
new credit agreement discussed in Note 8 to the consolidated financial
statements of Lamar Advertising Company.
(6) Income TaxesINCOME TAXES
Income tax expense (benefit)benefit for the years ended December 31, 2002, 2001 2000 and 1999,2000,
consists of:
Current Deferred TotalCURRENT DEFERRED TOTAL
------- -------- ------------
Year ended December 31, 2002:
U.S. federal.......................................... $(5,068) (7,090) (12,158)
State and local....................................... 870 (1,685) (815)
Foreign............................................... 89 450 539
------- ------- -------
$(4,109) (8,325) (12,434)
======= ======= =======
Year ended December 31, 2001:
U.S. federalfederal.......................................... $ -- (31,618) (31,618)
State and locallocal....................................... 712 (7,513) (6,801)
ForeignForeign............................................... -- (451) (451)
--------------- ------- -------
$ 712 (39,582) (38,870)
=============== ======= =======
Year ended December 31, 2000:
U.S. federalfederal.......................................... $ -- (28,865) (28,865)
State and locallocal....................................... (142) (6,872) (7,014)
--------------- ------- -------
$ (142) (35,737) (35,879)
======== ======= =======
Year ended December 31, 1999:
U.S. federal $ 3,083 (11,521) (8,438)
State and local 900 (1,694) (794)
-------- ------- -------
$ 3,983 (13,215) (9,232)
======== ======= =======
Income tax expense (benefit) attributable to continuing operations for the
years ended December 31, 2002, 2001 2000 and 1999,2000, differs from the amounts computed
by applying the U.S. federal income tax rate of 34 percent to loss before income
taxes as follows:
2002 2001 2000
1999
------- ------ -------------- -------- --------
Computed expected tax benefitbenefit........................ $(12,713) $(46,388) (43,455) (17,737)$(43,455)
Increase reduction(reduction) in income taxes resulting from:
Book expenses not deductible for tax purposespurposes..... 689 590 754 122
Amortization of non-deductible goodwillgoodwill........... (31) 13,402 11,845 8,814
State and local income taxes, net of federal
income tax Benefitbenefit............................. (560) (4,488) (4,629)
(534)
Other differences, netnet............................ 181 (1,986) (394)
103
------- ------ -------------- -------- --------
$(12,434) $(38,870) (35,879) (9,232)
======= ====== ======$(35,879)
======== ======== ========
62
LAMAR MEDIA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
20012002 and 20002001 are presented below:
53
LAMAR MEDIA CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)
2002 2001
2000
-------- ---------------- ---------
DeferredCurrent deferred tax assets:
Receivables, principally due to allowance for doubtful
accounts.............................................. $ 1,916 $ 1,916
Accrued liabilities not deducted for tax purposes........ 2,142 1,578
Net operating loss carryforward.......................... -- 451
Other.................................................... 2,370 2,000
--------- ---------
Net current deferred tax asset........................... $ 6,428 $ 5,945
========= =========
Non-current deferred tax liabilities:
Plant and equipment, principally due to differences in
depreciationdepreciation.......................................... $ (10,821) $ (3,550)
(3,513)Intangibles, due to differences in amortizable lives..... (243,680) (245,587)
--------- ---------
(254,501) (249,137)
Non-current deferred tax assets:
Plant and equipment, due to basis differences on
acquisitions (173,312) (161,065)
Intangibles, due to differences in amortizable lives (12,926) (19,891)
-------- -------
Deferred tax liabilities (189,788) (184,469)
Deferred tax assets:
Intangibles, due to differences in amortizable lives --
Receivables, principally due to allowance for doubtful accounts 1,916 1,916acquisitions.......................................... 47,492 57,349
Plant and equipment, due to basis differences on
acquisitions and costs capitalized for tax purposes 4,246purposes... 4,288 4,305
Investment in affiliates and plant and equipment, due to
gains 4,305
recognized for tax purposes and deferred for
financial reporting purposespurposes.......................... 941 941
Accrued liabilities not deducted for tax purposes 4,439 3,299purposes........ 3,062 2,861
Net operating loss carryforward 49,921 31,239carryforward.......................... 68,164 49,470
Minimum tax credit 331credit....................................... -- 331
Other, netnet............................................... 630 694
445
-------- -------
Deferred tax assets 62,547 42,417
-------- ---------------- ---------
124,577 115,951
--------- ---------
Net non-current deferred tax liability $(127,241) (142,052)
======== =======liability................... $(129,924) $(133,186)
========= =========
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections
for future taxable income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not that Lamar Media will
realize the benefits of these deductible differences. The amount of the deferred
tax assets considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.
(7) Related Party TransactionsRELATED PARTY TRANSACTIONS
Affiliates, as used within these statements, are persons or entities that
are affiliated with Lamar Media Corp. or its subsidiaries through common
ownership and directorate control.
63
LAMAR MEDIA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As of December 31, 20012002 and 2000,2001, there was a receivable from Lamar
Advertising Company, its parent, in the amount of $9,671$6,978 and $7,227,$9,671,
respectively.
(8) Quarterly Financial Data (Unaudited)QUARTERLY FINANCIAL DATA (UNAUDITED)
Fiscal Year 2001 Quarters
MarchFISCAL YEAR 2002 QUARTERS
------------------------------------------------
MARCH 31 JuneJUNE 30 SeptemberSEPTEMBER 30 DecemberDECEMBER 31
-------- --------------- ------------ -----------
Net revenues $170,385 $191,893 $188,267 $178,505revenues........................... $176,538 $202,529 $201,918 $194,697
Net revenues less direct advertising
expenses 108,849 130,578 123,674 114,466expenses............................ 109,311 135,897 130,233 125,469
Net loss(loss) income applicable to common
stock (32,146) (17,476) (21,434) (26,510)stock............................... (13,331) 2,542 (3,145) (11,024)
Fiscal Year 2000 Quarters
MarchFISCAL YEAR 2001 QUARTERS
------------------------------------------------
MARCH 31 JuneJUNE 30 SeptemberSEPTEMBER 30 DecemberDECEMBER 31
-------- --------------- ------------ -----------
Net revenues $151,267 $172,953 $184,806 $178,293revenues........................... $170,385 $191,788 $188,267 $178,610
Net revenues less direct advertising
expenses 98,755 119,327 128,768 123,004expenses............................ 108,849 130,473 123,674 114,571
Net loss applicable to common stock (28,319) (19,448) (19,608) (24,555)stock.... (32,146) (17,476) (21,434) (26,510)
5464
SCHEDULE 2
Lamar Media Corp.
and Subsidiaries
Valuation and Qualifying Accounts
Years Ended DecemberLAMAR MEDIA CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 and 1999
(in 000's)
Balance at Charged to Balance at
Beginning Costs and End of
of Period Expenses Deductions Period
--------- --------BALANCE AT CHARGED TO BALANCE AT
BEGINNING OF COSTS AND END OF
PERIOD EXPENSES DEDUCTIONS PERIOD
------------ ---------- ---------------- ----------
(IN THOUSANDS)
Year Ended December 31, 2002
Deducted in balance sheet from trade accounts
receivable: Allowance for doubtful
accounts................................... $ 4,914 9,036 9,036 4,914
Deducted in balance sheet from intangible
assets: Amortization of intangible
assets..................................... $561,096 126,958 -- 688,054
Year Ended December 31, 2001
Deducted in balance sheet from trade accounts
receivable: Allowance for doubtful
accountsaccounts................................... $ 4,914 7,794 7,794 4,914
Deducted in balance sheet from intangible
assets: Amortization of intangible
assetsassets..................................... $352,314 208,782 -- 561,096
Year Ended December 31, 2000
Deducted in balance sheet from trade accounts
receivable: Allowance for doubtful
accountsaccounts................................... $ 3,928 5,991 5,005 4,914
Deducted in balance sheet from intangible
assets: Amortization of intangible
assetsassets..................................... $170,410 181,904 -- 352,314
Year Ended December 31, 1999
Deducted in balance sheet from trade accounts
receivable: Allowance for doubtful accounts $ 2,722 4,065 2,859 3,928
Deducted in balance sheet from intangible
assets: Amortization of intangible assets $ 72,721 98,513 824 170,410
65
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Lamar Advertising Company
None
Lamar Media Corp.
None
55
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this item is contained in part under the caption "Executive
Officers of the Registrant" in Part I, Item 1A hereof and the remainder is
incorporated herein by reference from the discussion responsive thereto under
the captions "Election of Directors" and Section 16(a) "Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement relating to the 20022003
Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item is incorporated herein by reference from the
discussion responsive thereto under the following captions in the Company's
Proxy Statement relating to the 20022003 Annual Meeting of Stockholders: "Election
of Directors - Director Compensation", "Executive Compensation and Compensation
Committee Interlocks and Insider Participation".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this item is in part incorporated herein by reference from the
discussion responsive thereto under the caption "Share Ownership" in the
Company's Proxy Statement relating to the 20022003 Annual Meeting of Stockholders.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2002 with respect to
shares of our Class A common stock that may be issued under our existing
compensation plans.
(a) (b) (c)
Plan category Number of securities to be Weighted-average Number of securities
issued upon exercise of exercise price of remaining available for future
outstanding options, warrants outstanding options, issuance under equity
and rights warrants and rights compensation plans
(excluding securities reflected
in column (a))
EQUITY COMPENSATION PLANS APPROVED 4,067,365(2) $ 29.83 1,873,988(3)
BY SECURITY HOLDERS(1)
EQUITY COMPENSATION PLANS NOT N/A N/A N/A
APPROVED BY SECURITY HOLDERS
TOTAL 4,067,365 $ 29.83 1,873,988
- ----------
(1) Consists of the 1996 Equity Incentive Plan and 2000 Employee Stock Purchase
Plan.
(2) Does not include purchase rights accruing under the 2000 Employee Stock
Purchase Plan because the purchase price (and therefore the number of shares to
be purchased) will not be determined until the end of the purchase period.
(3) Includes shares available for future issuance under the 2000 Employee Stock
Purchase Plan. Under the evergreen formula of this plan, on the first day of
each fiscal year beginning with 2001, the aggregate number of shares that may be
purchased through the exercise of rights granted under the plan is increased by
the lesser of (a) 500,000 shares, (b) one-tenth of one percent of the total
number of shares of Class A common stock outstanding on the last day of the
preceding fiscal year, and (c) a lesser amount determined by the board of
directors. Pursuant to the evergreen formula, as of December 31, 2002, 163,002
shares have been added to the 2000 Employee Stock Purchase Plan.
66
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The response to this item is incorporated herein by reference from the
discussion responsive thereto under the caption "Certain Relationships and
Related Transactions" in the Company's Proxy Statement relating to the 20022003
Annual Meeting of Stockholders.
ITEM 14. CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, the Company and Lamar Media
carried out an evaluation under the supervision and with the participation of
their management, including the Company's and Lamar Media's Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's and Lamar Media's disclosure controls and procedures
(as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act
of 1934). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's and Lamar Media's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company and Lamar Media required to be included in
the Company's and Lamar Media's reports filed with or submitted to the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
(B) CHANGES IN INTERNAL CONTROLS
Since the date of that evaluation, there have been no significant changes in the
Company's or Lamar Media's internal controls or in other factors that could
significantly affect those controls.
PART IV
ITEM 14.15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS
The financial statements are listed under Part II, Item 8 of this Report.
2. FINANCIAL STATEMENT SCHEDULES
The financial statement schedules are included under Part II, Item 8 of this
Report.
3. EXHIBITS
The exhibits filed as part of this report are listed on the Exhibit Index
immediately following the signature page hereto, which Exhibit Index is
incorporated herein by reference.
(B) REPORTS ON FORM 8-K
Reports on Form 8-K were filed with the Commission during the fourth quarter of
20012002 to report the following items as of the dates indicated:
On October 17, 2001,December 13, 2002, Lamar AdvertisingMedia Corp. filed a Current Report on 8-K to
announce its intention to offer $260 million in ordersenior subordinated notes in a
private placement, subject to furnish certain exhibits for incorporation by reference into the Registration
Statement on Form S-3 ofmarket and other conditions.
On December 23, 2002, Lamar Advertising Company previously filed with
Securities and Exchange Commission (File No. 333-45490), which Registration
Statement was declared effective by the Commission on November 2, 2000, Lamar
Advertising Company filed an Underwriting Agreement dated October 18, 2001 among
Lamar, AMFM Operating Inc. and Goldman, Sachs & Co. The Underwriting Agreement
related to the sale of 5,000,000 shares of Lamar Class A common stock by AMFM
Operating Inc. to Goldman Sachs & Co., as underwriter, for $30.00 per share.
On November 17, 2001, Lamar AdvertisingMedia Corp. filed a Current Report on Form 8-K in
order to furnishreport the sale of $260 million aggregate principal amount of 7 1/4%
Notes due 2013 (the "Notes") to JPMorgan Securities Inc., Wachovia Securities,
Inc., SunTrust Capital Markets, Inc. and BNP Paribas Securities Corp.
(collectively, the "Initial Purchasers") pursuant to an Amended and Restated
Purchase Agreement dated as of December 17, 2002. Lamar Media issued the Notes
pursuant to an Indenture dated as of December 23, 2002 among Lamar Media,
certain exhibits for incorporation by reference intoof its subsidiaries as guarantors, and Wachovia Bank of Delaware,
National Association, as trustee. The net proceeds of the Registration Statement on Form S-3offering were used,
together with available cash, to redeem all of the outstanding $255 million
principal amount of Lamar Advertising Company previously filedMedia's 9 5/8% Senior Subordinated Notes due 2006.
On December 23, 2002, Lamar Media also reported that it and certain of its
subsidiaries, as guarantors, entered into a Registration Rights Agreement with
the Initial Purchasers, pursuant to which Lamar Media agreed to file with the
Securities and Exchange Commission (File No. 333-45490), which Registration
Statement was declared effective bya registration statement on an appropriate
form under the Commission on September 21, 2000. Lamar
Advertising Company filed an Underwriting Agreement dated November 7, 2001
between Lamar, AMFM Operating Inc. and Goldman Sachs & Co. The Underwriting
Agreement relatesSecurities Act relating to a registered exchange offer for the
sale of 5,365,073 shares of Lamar Class A common stock
by AMFM Operating Inc. to Goldman Sachs & Co., as underwriter, for $32.50 per
share. AfterNotes under the closing of the sale, AMFM Operating Inc. no longer owned any
shares of Lamar Class A common stock.
56Securities Act.
67
(C) Exhibits required by Item 601 of Regulation S-K are listed on the Exhibit
Index immediately following the signature page hereto.
68
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LAMAR ADVERTISING COMPANY
March 15, 200225, 2003 By: /s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
- ------------------------------ ------------------------------------------- ----------
/s/ Kevin P. Reilly, Jr. Chief Executive Officer and Director 3/25/03
- --------------------------------
Kevin P. Reilly, Jr.
/s/ Sean E. Reilly Chief Operating Officer, Vice President 3/25/03
- -------------------------------- and Director
Sean E. Reilly
/s/ Keith A. Istre Chief Financial and Accounting Officer 3/25/03
- -------------------------------- and Director
Keith A. Istre
/s/ T. Everett Stewart, Jr. Director 3/25/03
- --------------------------------
T. Everett Stewart, Jr.
/s/ Charles W. Lamar, III Director 3/25/03
- --------------------------------
Charles W. Lamar, III
/s/ Gerald H. Marchand Director 3/25/03
- --------------------------------
Gerald H. Marchand
/s/ Stephen P. Mumblow Director 3/25/03
- --------------------------------
Stephen P. Mumblow
/s/ John Maxwell Hamilton Director 3/25/03
- --------------------------------
John Maxwell Hamilton
/s/ Thomas Reifenheiser Director 3/25/03
- --------------------------------
Thomas Reifenheiser
/s/ Anna Reilly Cullinan Director 3/25/03
- --------------------------------
Anna Reilly Cullinan
69
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LAMAR MEDIA CORP.
March 25, 2003 By: /s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----- ------------------------------- ---------------------------------------- ----------
/s/ Kevin P. Reilly, Jr. Chief Executive Officer and Director 3/15/0225/03
- -------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean E. Reilly Chief Operating Officer, Vice President 3/15/0225/03
- ------------------------------------------------------------------- and Director
Sean E. Reilly
/s/ Keith A. Istre Chief Financial and Accounting Officer 3/15/0225/03
- ------------------------------------------------------------------- and Director
Keith A. Istre
/s/ T. Everett Stewart, Jr. Director 3/15/0225/03
- -------------------------------------------------------------------
T. Everett Stewart, Jr.
/s/ Charles W. Lamar, III Director 3/15/02
- ----------------------------------
Charles W. Lamar, III
/s/ Gerald H. Marchand Director 3/15/0225/03
- -------------------------------------------------------------------
Gerald H. Marchand
/s/ Stephen P. Mumblow Director 3/15/02
- ----------------------------------
Stephen P. Mumblow
/s/ John Maxwell Hamilton Director 3/15/02
- ----------------------------------
John Maxwell Hamilton
/s/ Thomas Reifenheiser Director 3/15/02
- ----------------------------------
Thomas Reifenheiser
/s/ Anna Reilly Cullinan Director 3/15/02
- ----------------------------------
Anna Reilly Cullinan
5770
SIGNATURES
PursuantCERTIFICATIONS
I, Kevin P. Reilly, Jr., certify that:
1. I have reviewed this combined annual report on Form 10-K of Lamar
Advertising Company and Lamar Media Corp.;
2. Based on my knowledge, this combined annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the requirementsperiod covered by this combined annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this combined annual report, fairly present in
all material respects the financial condition, results of Section 13 or 15(d)operations
and cash flows of the Securitiesregistrants as of, and for, the periods presented
in this combined annual report;
4. The registrants' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrants
and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrants, including their consolidated
subsidiaries, is made known to us by others within
those entities, particularly during the period in
which this combined annual report is being prepared;
b) evaluated the effectiveness of 1934, the registrant has duly causedregistrants'
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
combined annual report (the "Evaluation Date"); and
c) presented in this combined annual report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrants' other certifying officer and I have disclosed, based
on our most recent evaluation, to be signed on its
behalf by the undersigned, thereunto duly authorized.
LAMAR MEDIA CORP.registrants' auditors and the
audit committee of the registrants' board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrants' ability to record, process,
summarize and report financial data and have
identified for the registrants' auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants' internal controls; and
6. The registrants' other certifying officer and I have indicated in this
combined annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 15, 2002 By:25, 2003
/s/ Kevin P. Reilly, Jr.
---------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer, PursuantLamar Advertising Company
Chief Executive Officer, Lamar Media Corp.
71
I, Keith A. Istre, certify that:
1. I have reviewed this combined annual report on Form 10-K of Lamar
Advertising Company and Lamar Media Corp.;
2. Based on my knowledge, this combined annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the requirementsperiod covered by this combined annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this combined annual report, fairly present in
all material respects the financial condition, results of operations
and cash flows of the Securitiesregistrants as of, and for, the periods presented
in this combined annual report;
4. The registrants' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act of 1934,Rules 13a-14 and 15d-14) for the registrants
and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrants, including their consolidated
subsidiaries, is made known to us by others within
those entities, particularly during the period in
which this combined annual report has been signed below byis being prepared;
b) evaluated the following persons on behalfeffectiveness of the registrantregistrants'
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
combined annual report (the "Evaluation Date"); and
c) presented in this combined annual report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrants' other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants' auditors and the
audit committee of the registrants' board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the capacitiesdesign or
operation of internal controls which could adversely
affect the registrants' ability to record, process,
summarize and onreport financial data and have
identified for the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Kevin P. Reilly, Jr. Chief Executive Officer and Director 3/15/02
- ----------------------------------
Kevin P. Reilly, Jr.
/s/ Sean E. Reilly Chief Operating Officer, Vice President 3/15/02
- ---------------------------------- and Director
Sean E. Reilly
/s/ Keith A. Istre Chief Financial and Accounting Officer 3/15/02
- ---------------------------------- and Director
Keith A. Istre
/s/ T. Everett Stewart, Jr. Director 3/15/02
- ----------------------------------
T. Everett Stewart, Jr.
/s/ Charles W. Lamar, III Director 3/15/02
- ----------------------------------
Charles W. Lamar, III
/s/ Gerald H. Marchand Director 3/15/02
- ----------------------------------
Gerald H. Marchand
/s/ Stephen P. Mumblow Director 3/15/02
- ----------------------------------
Stephen P. Mumblow
58registrants' auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants' internal controls; and
6. The registrants' other certifying officer and I have indicated in this
combined annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 25, 2003
/s/ Keith A. Istre
--------------------------------------------------
Keith A. Istre
Chief Financial Officer, Lamar Advertising Company
Chief Financial Officer, Lamar Media Corp.
72
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------------- -----------
2.1 Agreement and Plan of Merger dated as of July 20, 1999 among Lamar
Media Corp., Lamar New Holding Co., and Lamar Holdings Merge Co.
Previously filed as exhibit 2.1 to the Company's Current Report on
Form 8-K filed on July 22, 1999 (File No. 0-30242) and incorporated
herein by reference.
3.1 Certificate of Incorporation of Lamar New Holding Co. Previously
filed as exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999 (File No. 0-20833) filed on
August 16, 1999 and incorporated herein by reference.
3.2 Certificate of Amendment of Certificate of Incorporation of Lamar
New Holding Co. (whereby the name of Lamar New Holding Co. was
changed to Lamar Advertising Company). Previously filed as exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and
incorporated herein by reference.
3.3 Certificate of Amendment of Certificate of Incorporation of Lamar
Advertising Company. Previously filed as Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the period ended June
30, 2000 (Filed No. 0-30242) filed on August 11, 2000 and
incorporated herein by reference.
3.4 Certificate of Correction of Certificate of Incorporation of Lamar
Advertising Company. Previously filed as Exhibit 3.4 to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2000 (File No. 0-30242) filed on November 14, 2000
and incorporated herein by reference.
3.5 Amended and Restated Bylaws of the Company. Previously filed as
Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1999 (File No. 0-20833) filed on August 16,
1999 and incorporated herein by reference.
3.6 Amended and Restated Bylaws of Lamar Media Corp. Previously filed
as Exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q for
the period ended September 30, 1999 (File No. 1-12407) filed on
November 12, 1999 and incorporated herein by reference.
4.1 Specimen certificate for the shares of Class A common stock of the
Company. Previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (File No. 333-05479), and
incorporated herein by reference.
4.2 Senior Secured Note dated May 19, 1993. Previously filed as Exhibit
4.1 to the Company's Registration Statement on Form S-1 (File No.
33-59624), and incorporated herein by reference.
4.3 Indenture dated as of September 24, 1986 relating to the Company's
8% Unsecured Subordinated Debentures. Previously filed as Exhibit
10.3 to the Company's Registration Statement on Form S-1 (File No.
33-59624), and incorporated herein by reference.
4.4 Indenture dated May 15, 1993 relating to the Company's 11% Senior
Secured Notes due May 15, 2003. Previously filed as Exhibit 4.3 to
the Company's Registration Statement on Form S-1 (File No.
33-59624), and incorporated herein by reference.
4.44.5 First Supplemental Indenture dated July 30, 1996 relating to the
Company's 11% Senior Secured Notes due May 15, 2003. Previously
filed as Exhibit 4.5 to the Company's Registration Statement on
Form S-1(File No. 333-05479), and incorporated herein by reference.
4.54.6 Form of Second Supplemental Indenture in the form of an Amended and
Restated Indenture dated November 8, 1996 relating to the Company's
11% Senior Secured Notes due May 15, 2003. Previously filed as
Exhibit 4.1 to the Company's Current Report on Form 8-K filed on
November 15, 1996 (File No. 1-12407), and incorporated herein by
reference.
4.64.7 Notice of Trustee dated November 8, 1996 with respect to the
release of the security interest in the Trustee on behalf of the
holders of the Company's 11% Senior Secured Notes due May 15, 2003.
Previously filed as Exhibit 4.2 to the Company's Current Report on
Form 8-K filed on 15, 1996 (File No. 1-12407), and incorporated herein by
reference.
4.7 Form of Subordinated Note. Previously filed as Exhibit 4.8 to the
Registration Statement on Form S-1 (File No. 333-05479), and incorporated
herein by reference.
5973
4.8 Indenture dated asForm of November 15, 1996 between the Company, certain
of its subsidiaries and State Street Bank and Trust Company, as
trustee, relating to the Company's 9 5/8% Senior Subordinated Notes
due 2006.Note. Previously filed as Exhibit 4.114.8 to the Company's
Registration Statement on Form S-3S-1 (File No. 333-14789)333-05479), and
incorporated herein by reference.
4.9 Form of 9 5/8% Senior Subordinated Note due 2006. Previously filed
as Exhibit 4.12 to the Company's Registration Statement on Form S-3
(File No. 333-14789), and incorporated herein by reference.
4.10 Form of 8 5/8% Senior Subordinated Note due 2007. Previously filed
as Exhibit 4.10 to the Company's Annual Report on Form 10-K for
fiscal year ended December 31, 1997, (File No. 1-12407), and
incorporated herein by reference.
4.114.10 Indenture dated as of September 25, 1997 between the Company,
certain of its subsidiaries, and State Street Bank and Trust
Company, as trustee, relating to the Company's 8 5/8% Senior
Subordinated Notes due 2007. Previously filed as Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on September 30, 1997
(File No. 1-12407), and incorporated herein by reference.
4.12 Indenture dated August 15, 1997, relating to Outdoor Communications,
Inc. 9 1/4% Senior Subordinated Notes. Previously filed as Exhibit
4.1 to the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1998, (File No. 1-12407) and incorporated herein
by reference.
4.13 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First
Union National Bank as Trustee, dated October 1, 1998. Previously
filed as Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1998, (File No. 1-12407) and
incorporated herein by reference.
4.14 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First
Union National Bank, as Trustee, dated October 23, 1998. Previously
filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1998, (File No. 1-12407) and
incorporated herein by reference.
4.15 Supplemental Indenture to the Indenture dated November 15, 1996
among the Company, certain of its subsidiaries and State Street Bank
and Trust Company, as Trustee, dated October 23, 1998. Previously
filed as Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1998, (File No. 1-12407) and
incorporated herein by reference.
4.164.11 Supplemental Indenture to the Indenture dated September 25, 1997
among the Company, certain of its subsidiaries and State Street
Bank and Trust Company, as Trustee, dated October 23, 1998.
Previously filed as Exhibit 4.5 to the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1998, (File No.
1-12407) and incorporated herein by reference.
4.174.12 Indenture dated as of August 10, 1999 between the Company and State
Street Bank and Trust Company, as Trustee. Previously filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1999 (File No. 0-20833) filed on August 16,
1999 and incorporated herein by reference.
4.184.13 First Supplemental Indenture dated as of August 10, 1999 between
the Company and State Street Bank and Trust Company, as Trustee.
Previously filed as Exhibit 4.2 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833)
filed on August 16, 1999 and incorporated herein by reference.
4.19 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated July 20, 1999.
Previously filed as Exhibit 4.1 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended September 30,
1999 (File No. 0-30242) filed on November 12, 1999 and incorporated
herein by reference.
4.204.14 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated September 15,
1999. Previously filed as Exhibit 4.2 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1999 (File No. 0-30242) filed on November 12, 1999
and incorporated herein by reference.
4.21 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First
Union National Bank, as Trustee, dated September 15, 1999.
Previously filed as
60
Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form
10-Q for the period ended September 30, 1999 (File No. 0-30242)
filed on November 12, 1999 and incorporated herein by reference.
4.224.15 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated July 20, 1999.
Previously filed as Exhibit 4.4 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended September 30,
1999 (File No. 0-30242) filed on November 12, 1999 and incorporated
herein by reference.
4.23 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First
Union National Bank, as Trustee, dated July 20, 1999. Previously
filed as Exhibit 4.5 to Lamar Advertising Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1999 (File No.
0-30242) filed on November 12, 1999 and incorporated herein by reference.
4.24 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated September 15, 1999.
Previously filed as Exhibit 4.6 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended September 30,
1999 (File No. 0-30242) filed on November 12, 1999 and incorporated
herein by reference.
4.254.16 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of August 8,
2000. Previously filed as Exhibit 4.3 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2000 (File No. 0-30242) filed on November 14, 2000
and incorporated herein by reference.
4.26 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of August 8,
2000. Previously filed as Exhibit 4.8 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended September 30,
1999 (File No. 0-30242) filed on November 12, 1999 and incorporated
herein by reference.
4.27 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First
Union National Bank, as Trustee, dated as of August 8, 2000.
Previously filed as Exhibit 4.9 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended September 30,
1999 (File No. 0-30242) filed on November 12, 1999 and incorporated
herein by reference.
4.28 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First
Union National Bank, as Trustee, dated December 23, 1999. Previously
filed as Exhibit 4.28 to the Company's Annual Report on Form 10-K
for fiscal year ended December 31, 1999, (File No. 0-30242), and
incorporated herein by reference.
4.29 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated December 23, 1999.
Previously filed as Exhibit 4.29 to the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1999, (File No.
0-30242), and incorporated herein by reference.
4.304.17 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated December 23, 1999.
Previously filed as Exhibit 4.30 to the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1999, (File No.
0-30242), and incorporated herein by reference.
4.314.18 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of August 8,
2000. Previously filed as Exhibit 4.3 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1999 (File No. 0-30242) filed on November 14, 2000
and incorporated herein by reference.
4.32 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State Street Bank
and Trust Company, as Trustee, dated as of August 8, 2000. Previously
filed as Exhibit 4.8 to Lamar Advertising Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
filed on November 14, 2000 and incorporated herein by reference.
4.33 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First Union
National Bank, as Trustee, dated as of August 8, 2000. Previously filed
as Exhibit 4.2 to Lamar Advertising Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
filed on November 14, 2000 and incorporated herein by reference.
61
4.344.19 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of June 1,
2000. Previously filed as Exhibit 4.3 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended June
30, 2000 (File No. 0-30242) filed on August 11, 2000 and
incorporated herein by reference.
4.35 Supplemental Indenture to the Indenture dated November 15, 1996 among
Lamar Media Corp., certain of its subsidiaries and State Street Bank and
Trust Company, as Trustee, dated as of June 30, 2000. Previously filed as
Exhibit 4.1 to Lamar Advertising Company's Quarterly Report on Form 10-Q
for the period ended June 30, 2000 (File No. 0-30242) filed on August 11,
2000 and incorporated herein by reference.
4.36 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First Union
National Bank, as Trustee, dated as of June 1, 2000. Previously filed as
Exhibit 4.2 to Lamar Advertising Company's Quarterly Report on Form 10-Q
for the period ended June 30, 2000 (File No. 0-30242) filed on August 11,
2000 and incorporated herein by reference.
4.374.20 Supplemental Indenture to the Indenture dated September 25, 1997 among
Lamar Media Corp., certain of its subsidiaries and State Street Bank and
Trust Company, as Trustee, dated as of March 2, 2000. Previously filed as
Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q
for the period ended March 31, 2000 (File No. 0-30242) filed on May 15,
2000 and incorporated herein by reference.
4.38 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of March 2,
2000. Previously filed as Exhibit 4.1 to Lamar Advertising Company's Quarterly Report on Form 10-Q
for the period ended March 31, 2000 (File No. 0-30242) filed on May 15,
2000 and incorporated herein by reference.
4.39 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First Union
National Bank, as Trustee, dated as of March 2, 200. Previously filed as
Exhibit 4.24.3 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended March
31, 2000 (File No. 0-30242) filed on May 14,
2000 and incorporated herein by reference.
4.4015, 2000 and incorporated
herein by reference.
74
4.21 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of December 31,
2000. Previously filed as Exhibit 4.40 to Lamar Advertising
Company's Annual Report on Form 10-K for the period ended December
31, 2000 (File No. 0-30242) filed on March 23, 2001 and
incorporated herein by reference.
4.414.22 Supplemental Indenture to the Indenture dated November 15, 1996 among
Lamar Media Corp., certain of its subsidiaries and State Street Bank and
Trust Company, as Trustee, dated as of December 31, 2000. Previously filed
as Exhibit 4.41 to Lamar Advertising Company's Annual Report on Form 10-K
for the period ended December 31, 2000 (File No. 0-30242) filed on March
23, 2001 and incorporated herein by reference.
4.42 Supplemental Indenture to the Indenture dated August 15,September 25, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First Union
National Bank, as Trustee, dated as of December 31, 2000. Previously filed
as Exhibit 4.42 to Lamar Advertising Company's Annual Report on Form 10-K
for the period ended December 31, 2000 (File No. 0-30242) filed on March
23, 2001 and incorporated herein by reference.
4.43 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of August 30,
2001. Previously filed as Exhibit 4.1 to Lamar Advertising Company's Quarterly Report on Form
10-Q for the period ended September 30, 2001 (File No. 0-30242) filed on
November 13, 2001 and incorporated herein by reference.
4.44 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First Union
National Bank, as Trustee, dated as of August 30, 2001. Previously filed
as Exhibit 4.24.3 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended ended
September 30, 2001 (File No. 0-30242) filed on November 13, 2001
and incorporated herein by reference.
4.45 Supplemental Indenture to the Indenture dated September 25, 1997 among
Lamar Media Corp., certain of its subsidiaries and State Street Bank and
Trust Company, as Trustee, dated as of August 30, 2001. Previously filed
as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form
10-Q for the period ended ended September 30, 2001 (File No. 0-30242)
filed on November 13, 2001 and incorporated herein by reference.
62
4.46 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of April 9,
2001. Previously filed as Exhibit 4.1 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended June 30, 2001
(File No. 0-30242) filed on August 13, 2001 and incorporated herein
by reference.
4.47 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First
Union National Bank, as Trustee, dated as of April 9, 2001.
Previously filed as Exhibit 4.2 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended June 30, 2001
(File No. 0-30242) filed on August 13, 2001 and incorporated herein
by reference.
4.484.23 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of April 9,
2001. Previously filed as Exhibit 4.3 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended June
30, 2001 (File No. 0-30242) filed on August 13, 2001 and
incorporated herein by reference.
4.49 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of March 15,
2001. Previously filed as Exhibit 4.1 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended March 31, 2001
(File No. 0-30242) filed on May 14, 2001 and incorporated herein by
reference.
4.50 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First
Union National Bank, as Trustee, dated as of March 15, 2001.
Previously filed as Exhibit 4.2 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended March 31, 2001
(File No. 0-30242) filed on May 14, 2001 and incorporated herein by
reference.
4.514.24 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated as of March 15,
2001. Previously filed as Exhibit 4.3 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended March
31, 2001 (File No. 0-30242) filed on May 14, 2001 and incorporated
herein by reference.
4.25 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated November 12, 2001.
Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly
Report on Form 10-Q for the period ended March 31, 2002 (File No.
0-30242) filed on May 9, 2002 and incorporated herein by reference.
4.26 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated August 16, 2002.
Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly
Report on Form 10-Q for the period ended September 30, 2002 (File
No. 0-30242) filed on November 13, 2002 and incorporated herein by
reference.
4.27 Indenture dated as of December 23, 2002 among Lamar Media Corp.,
certain subsidiaries of Lamar Media Corp., as guarantors and
Wachovia Bank of Delaware, National, as trustee. Filed as Exhibit
4.1 to Lamar Media's Current Report on Form 8-K filed on December
27, 2002 (File No. 0-20833) and incorporated herein by reference.
4.28 Form of 7 1/4% Notes Due 2013. Filed as Exhibit 4.2 to Lamar
Media's Current Report on Form 8-K filed on December 27, 2002 (File
No. 0-20833) and incorporated herein by reference.
4.29 Registration Rights Agreement dated as of December 23, 2002 among
Lamar Media Corp., the guarantors listed on Schedule 1 thereto and
J.P. Morgan Securities Inc., Wachovia Securities, Inc., SunTrust
Capital Markets, Inc. and BNP Paribas Securities Corp. Filed as
Exhibit 10.1 to Lamar Media's Current Report on Form 8-K filed on
December 27, 2002 (File No. 0-20833) and incorporated herein by
reference.
4.30 Form of Exchange Note. Filed as Exhibit 4.29 to Lamar Media's
Registration Statement on Form S-4 (File No. 333-102634) and
incorporated herein by reference.
4.31 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and the State
Street Bank and Trust Company, as Trustee, dated as of November 25,
2002. Filed as Exhibit 4.30 to Lamar Media Corp.'s Registration
Statement on Form S-4/A (File No. 333-102634) filed on March 18,
2003 and incorporated herein by reference.
10.1 Consulting Agreement dated July 1, 1996 between the Lamar Texas
Limited Partnership and the Reilly Consulting Company, L.L.C., of
which Kevin P. Reilly, Sr. is the manager. Previously filed as
Exhibit 10.2 to the Company's Registration Statement on Form S-1
(File No. 33-05479), and incorporated herein by reference.
10.2 Indenture dated as of September 24, 1986 relating to the Company's
8% Unsecured Subordinated Debentures. Previously filed as Exhibit
10.3 to the Company's Registration Statement on Form S-1 (File No.
33-59624), and incorporated herein by reference.
10.3* The Lamar Savings and Profit Sharing Plan Trust. Previously filed
as Exhibit 10.4 to the Company's Registration Statement on Form S-1
(File No. 33-59624), and incorporated herein by reference.
10.4 Trust under The Lamar Corporation, its Affiliates and Subsidiaries
Deferred Compensation Plan dated October 3, 1993. Previously filed
as Exhibit 10.11 to the Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1995 (File No. 33-59624), and
incorporated herein by reference.
75
10.5* 1996 Equity Incentive Plan. Previously filed as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q (File No. 0-30242), for the
period ended June 30, 2000 filed on August 11, 2000 and
incorporated herein by reference.
10.6 Bank Credit Agreement dated December 18, 1996 between the Company,
certain of its subsidiaries, the lenders party thereto and The
Chase Manhattan Bank, as administrative agent. Previously filed as
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1996 (File No. 1-12407), and
incorporated herein by reference.
10.7 Amendment No. 1 to the Bank Credit Agreement dated as of March 31,
1997 between the Company, the Subsidiary Guarantors party thereto,
the Lenders party thereto and the Chase Manhattan Bank, as
administrative agent. Previously filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period ended March
31, 1997 (File No. 1-12407), and incorporated herein by reference.
10.8 Amendment No. 2 to the Bank Credit Agreement dated as of September
12, 1997 between the Company, certain of its subsidiaries, the
lenders party thereto and The Chase Manhattan Bank, as
Administrative Agent. Previously filed as Exhibit 10.2 to the
Company's Current Report on Form 8-K filed on September 30, 1997
(File No. 1-12407), and incorporated herein by reference.
63
10.9 Amendment No. 3 to the Bank Credit Agreement dated as of December
31, 1997 between the Company, certain of its subsidiaries, the
lenders party thereto and The Chase Manhattan Bank, as
Administrative Agent. Previously filed as Exhibit 10.9 to the
Company's Annual Report on Form 10-K for fiscal year ended December
31, 1997, (File No. 1-12407), and incorporated herein by reference.
10.10 Contract to Sell and Purchase, dated as of October 9, 1996, between
the Company and Outdoor East L.P. Previously filed as Exhibit 10.16
to the Company's Registration Statement on Form S-3 (File No.
333-14677), and incorporated herein by reference.
10.11 Stock Purchase Agreement, dated as of September 25, 1996, between
the Company and the shareholders of FKM Advertising, Co., Inc.
Previously filed as Exhibit 10.17 to the Company's Registration
Statement on Form S-3 (File No. 333-14677), and incorporated herein
by reference.
10.12 Stock Purchase Agreement dated as of February 7, 1997 between the
Company and the stockholders of Penn Advertising, Inc. named
therein. Previously filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on April 14, 1997 (File No. 1-12407), and
incorporated herein by reference.
10.13 Asset Purchase Agreement dated as of August 15, 1997 between The
Lamar Corporation and Outdoor Systems, Inc. Previously filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
August 27, 1997 (File No. 1-12407), and incorporated herein by
reference.
10.14 Bank Credit Agreement dated July 16, 1998, between the Company,
certain of its subsidiaries, the lenders party thereto and The
Chase Manhattan Bank, as administrative agent. Previously filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1998, (File No. 0-020833), and incorporated
herein by reference.
10.15 Amendment No. 1 to the Amended and Restated Bank Credit Agreement
dated September 15, 1998, between the Company, certain of its
subsidiaries, the lenders party thereto and The Chase Manhattan
Bank, as Administrative Agent. Previously filed as Exhibit 10.4 to
the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1998 (File No. 0-20833) and incorporated herein by
reference.
10.16 Stock Purchase Agreement dated as of October 1, 1998, between the
Company and the stockholders of Outdoor Communications, Inc. named
therein. Previously filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on October 15, 1998 (File No. 0-20833),
and incorporated herein by reference.
10.17 Amendment No. 4 to Credit Agreement dated as of March 31, 1998,
between Lamar Advertising Company, certain of its subsidiaries, the
lenders party thereto and The Chase Manhattan Bank, as
administrative agent. Previously filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period ended March
31, 1998 (File No. 1-12407), and incorporated herein by reference.
76
10.18 Second Amended and Restated Stock Purchase Agreement dated as of
August 11, 1999 among the Company, Lamar Media Corp., Chancellor
Media Corporation of Los Angeles and Chancellor Mezzanine Holdings
Corporation. Previously filed as Appendix A to the Company's
Schedule 14C Information Statement filed on August 13, 1999 and
incorporated herein by reference. Pursuant to Item 601(b)(2) of
Regulation S-K, the Schedules and Annexes A and B referred to in
the Second Amended and Restated Stock Purchase Agreement are
omitted. The Company hereby undertakes to furnish supplementary a
copy of any omitted Schedule or Annex to the Commission upon
request.
10.19 Bank Credit Agreement dated August 13, 1999, between Lamar Media
Corp., certain of its subsidiaries, the lenders party thereto and
The Chase Manhattan Bank, as administrative agent. Previously filed
as Exhibit 10.1 to Lamar Advertising Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1999 (File No.
0-30242) filed on November 12, 1999 and incorporated herein by
reference.
10.20 Assumption Agreement dated as of July 20, 1999 is by and among
Lamar Advertising Company, Lamar Media Corp., and the direct and
indirect subsidiaries of such corporations. Previously filed as
Exhibit 10.4 to Lamar Advertising Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1999 (File No.
0-030242) filed on November 12, 1999 and incorporated herein by
reference.
10.21 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Lamar Florida, Inc. in favor of The Chase
Manhattan Bank, as Administrative Agent dated December 23, 1999.
Previously filed
64
as Exhibit 10.23 to the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1999, (File No.
1-12407), and incorporated herein by reference.
10.22* 2000 Employee Stock Purchase Plan. Previously filed as Exhibit 10.3
to Lamar Advertising Company's Quarterly Report on Form 10-Q for
the period ended June 30, 2000 (File No. 0-30242) filed on August
11, 2000 and incorporated herein by reference.
10.23 Series A-1 Incremental Loan Agreement among Lamar Advertising
Company, Lamar Media Corp. and certain of its subsidiaries, the
Series A-1 Lenders and the Chase Manhattan Bank, as Administrative
Agent, dated as of May 31, 2000. Previously filed as exhibit 10.4
to Lamar Advertising Company's Quarterly Report on Form 10-Q for
the period ended June 30, 2000 (File No. 0-30242) filed on August
11, 2000 and incorporated herein by reference.
10.24 Series A-2 and B-1 Incremental Loan Agreement among Lamar
Advertising Company, Lamar Media Corp. and certain of its
subsidiaries, the Series A-2 and B-1 Lenders and the Chase
Manhattan Bank, as Administrative Agent, dated as of June 22, 2000.
Previously filed as exhibit 10.4 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended June 30, 2000
(File No. 0-30242) filed on August 11, 2000 and incorporated herein
by reference.
10.25 Amendment No. 1 to Credit Agreement and Guaranty and Pledge
Agreement dated as of April 10, 2000 in respect of (i) the Credit
Agreement dated as of August 13, 1999 between Lamar Media Corp.,
the Subsidiary Guarantors party thereto, the lenders party thereto,
and The Chase Manhattan Bank, as Administrative Agent, and (ii) the
Guaranty and Pledge Agreement dated as of September 15, 1999
between Lamar Advertising Company and The Chase Manhattan Bank.
Previously filed as Exhibit 10.27 to Lamar Advertising Company's
Annual Report on Form 10-K for the period ended December 31, 2000
(File No. 0-30242) filed on March 23, 2001 and incorporated herein
by reference.
10.26 Amendment No. 2 to Credit Agreement and Guaranty and Pledge
Agreement dated as of January 30, 2001 in respect of (i) the Credit
Agreement dated as of August 13, 1999 between Lamar Media Corp.,
the Subsidiary Guarantors party thereto, the lenders party thereto,
and The Chase Manhattan Bank, as Administrative Agent, and (ii) the
Guaranty and Pledge Agreement dated as of September 15, 1999
between Lamar Advertising Company and The Chase Manhattan Bank.
Previously filed as Exhibit 10.28 to Lamar Advertising Company's
Annual Report on Form 10-K for the period ended December 31, 2000
(File No. 0-30242) filed on March 23, 2001 and incorporated herein
by reference.
10.27 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Lamar Ohio Outdoor Holding Corp. in favor of The
Chase Manhattan Bank, as Administrative Agent dated September 13,
2000. Previously filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000, (File
No. 0-30242) filed on November 14, 2000, and incorporated herein by
reference.
10.28 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Outdoor West, Inc. of Georgia and Outdoor West,
Inc. of Tennessee in favor of The Chase Manhattan Bank, as
Administrative Agent dated December 23, 1999. Previously filed as
Exhibit 10.1 to the Company's Quarterly Report on Form
77
10-Q for quarter ended June 30, 2000, (File No. 0-30242) filed on
August 11, 2000, and incorporated herein by reference.
10.29 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Lamar Advan, Inc. in favor of The Chase
Manhattan Bank, as Administrative Agent dated March 2, 2000.
Previously filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for quarter ended March 31, 2000, (File No. 0-30242)
filed on May 15, 2000, and incorporated herein by reference.
10.30 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Texas Logos, L.P., in favor of The Chase
Manhattan Bank, as Administrative Agent dated December 31, 2000.
Previously filed as Exhibit 10.33 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2000 (File No. 0-3-242)0-30242)
filed on March 23, 2001 and incorporated herein by reference.
10.31 Amendment No. 2 to3 dated as of December 20, 2001 to the Credit
Agreement dated as of August 13, 1999 between Lamar Media Corp.,
the Subsidiary Guarantors party thereto, the lenders party thereto,
and JP
MorganJPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as Administrative Agent. Filed herewith.as Exhibit 10.31 to the
Company's Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 0-30242) filed on March 21, 2002 and
incorporated herein by reference.
10.32 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Maine Logos, L.L.C. in favor of The Chase
Manhattan Bank, as Administrative Agent dated August 30, 2001.
Previously filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2001, (File No.
0-30242) filed on November 13, 2001, and incorporated herein by
reference.
10.33 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Lamar Bellows
65
Outdoor Advertising, Inc. in favor
of The Chase Manhattan Bank, as Administrative Agent dated April 9,
2001. Previously filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001, (File No.
0-30242) filed on August 13, 2001, and incorporated herein by
reference.
10.34 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Lamar Hardy Outdoor Corporation in favor of The
Chase Manhattan Bank, as Administrative Agent dated March 15, 2001.
Previously filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2001, (File No.
0-30242) filed on May 14, 2001, and incorporated herein by
reference.
10.35 Joinder Agreement dated November 12, 2001 to the Lamar Media Corp.
Credit Agreement dated August 13, 1999 by Trans West Outdoor
Advertising, Inc. Filed as Exhibit 10.1 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended March
31, 2002 (File No. 0-30242) filed on May 9, 2002 and incorporated
herein by reference.
10.36 Series C Incremental Loan Agreement among Lamar Advertising
Company, Lamar Media Corp. and certain of its subsidiaries, the
Series C Lenders and JPMorgan Chase Bank, as Administrative Agent,
dated as of January 8, 2002. Filed as Exhibit 10.2 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2002 (File No. 0-30242) filed on May 9, 2002 and
incorporated herein by reference.
10.37 Joinder Agreement dated August 16, 2002 to the Lamar Media Corp.
Credit Agreement dated August 13, 1999 by Washington Logos L.L.C.
Filed as Exhibit 10.1 to Lamar Advertising Company's Quarterly
Report on Form 10-Q for the period ended September 30, 2002 (File
No. 0-30242) filed on November 13, 2002 and incorporated herein by
reference.
10.38 Amendment No. 4 dated as of October 23, 2002 in respect of the
Credit Agreement dated as of August 13, 1999 between Lamar Media
Corp., the Subsidiary Guarantors party thereto, the Lenders party
thereto, and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank),as Administrative Agent. Filed as Exhibit 10.2 to
Lamar Advertising Company's Quarterly Report on Form 10-Q for the
period ended September 30, 2002 (File No. 0-30242) filed on
November 13, 2002 and incorporated herein by reference.
10.39 Joinder Agreement dated November 25, 2002 to the Lamar Media Corp.
Credit Agreement dated August 13, 1999 by Lamar Pinnacle
Acquisition Co. Filed as Exhibit 10.39 to Lamar Media Corp.'s
Registration Statement on Form S-4/A (File No. 333-102634) filed on
March 18, 2003 and incorporated herein by reference.
10.40 Credit Agreement dated as of March 7, 2003 between Lamar Media
Corp. and the Subsidiary Guarantors party thereto, the Lenders
party thereto, and JPMorgan Chase Bank, as Administrative Agent.
Filed as Exhibit 10.38 to Lamar Media Corp.'s Registration
Statement on Form S-4/A (File No. 333-102634) filed on March 18,
2003 and incorporated herein by reference.
78
11.1 Statement regarding computation of per share earnings. Filed
herewith.
12.1 Lamar Advertising Company Computation of Ratio of Earnings
to Fixed Charges. Filed herewith.
12.2 Lamar Media Corp. Computation of Ratio of Earnings to Fixed
Charges. Filed herewith.
21.1 Subsidiaries of the Company. Filed herewith.
23.1 Consent of KPMG LLP. Filed herewith.
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed
herewith.
* Management contract or compensatory plan or arrangement in which the executive
officers or directors of the Company participate.
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