1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended JuneSeptember 30, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from
Commission file number 0-208330-30242
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 72-1205791
DELAWARE 72-1449411
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
5551 Corporate Blvd.,
Baton Rouge, LA 70808
(Address of principal (Zip Code)
executive officers)
Registrant's telephone number, including area code (225) 926-1000
Indicate by check mark whether the 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 No
------- ---------- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding as of
Class August 6,November 10, 1999
-------------- -----------------
Class A Common Stock,$ .001 $.001 par value 43,568,34070,400,889
Class B Common Stock,$ .001 $.001 par value 17,699,99717,449,997
2
EXPLANATORY NOTE REGARDING
CORPORATE REORGANIZATION
OF LAMAR ADVERTISING COMPANY
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 quarterly 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 and
its consolidated subsidiaries with respect to periods prior to the
reorganization, except where we make it clear that we are only referring to
Lamar Advertising Company or a particular subsidiary.
3
CONTENTS
Page
----
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of
JuneSeptember 30, 1999 and December 31, 1998................................................1-21998 . . . . . . . . . . . . 1
Condensed Consolidated Statements of Operations
for the three months ended JuneSeptember 30, 1999 and
JuneSeptember 30, 1998 and sixnine months ended JuneSeptember
30, 1999 and JuneSeptember 30, 1998................................................31998 . . . . . . . . . . . . . . . . 2
Condensed Consolidated Statements of Comprehensive
Income (Loss) for the three months ended JuneSeptember
30, 1999 and JuneSeptember 30, 1998 and sixnine months
ended JuneSeptember 30, 1999 and JuneSeptember 30, 1998.....................................41998 . . . . . . . . 3
Condensed Consolidated Statements of Cash Flows
for the sixnine months ended JuneSeptember 30, 1999 and
JuneSeptember 30, 1998......................................................................5-61998 . . . . . . . . . . . . . . . . . . . . . 4 - 5
Notes to Condensed Consolidated Financial
Statements........................................................................7-11Statements . . . . . . . . . . . . . . . . . . . . . . . . .6 - 10
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....................................12-15Operations . . . . . . .11 - 14
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risks........................................................................15Risks . . . . . . . . . . . . . . . . . . . . . . . 14 - 15
ITEM 4. Submission of mattersMatters to a voteVote of security holders.................................16Security Holders . . . . . . 15
PART II - OTHER INFORMATION
ITEM 2. Changes in Securities and Use of Proceeds . . . . . . . . . . . 15
ITEM 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . 15
ITEM 6. Exhibits and Reports on Form 8-K.................................................16-17
Signatures..........................................................................188-K . . . . . . . . . . . . . 15 - 19
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 19
34
PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
JuneSeptember 30, December 31,
1999 1998
---------- ----------------------- ------------
ASSETS
Cash and cash equivalents $ 4,24910,778 $ 128,597
Receivables, Trade accounts, net 45,534 39,681
Affiliates, related parties
and employees 564 378
Other 495 321
---------- ----------
Net receivables 46,59384,294 40,380
Prepaid expenses 13,32122,235 12,346
Other current assets 2,32718,431 1,736
---------- ----------
Total current assets 66,490135,738 183,059
---------- ----------
Property, plant and equipment 723,8281,410,561 661,324
Less accumulated depreciation and amortization (177,700)(215,240) (153,972)
---------- ----------
Net property, plant and equipment 546,1281,195,321 507,352
---------- ----------
Intangible assets 781,2171,881,450 705,934
Receivables - noncurrent 3,632 1,972
Other assets 13,467 15,060- non-current 18,034 17,032
---------- ----------
Total assets 1,410,934 1,413,377$3,230,543 $1,413,377
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 4,3259,806 $ 4,258
Accrued expenses 25,87070,608 25,912
Current maturities of long-term debt 4,0784,670 49,079
Deferred income 8,26113,178 9,589
---------- ----------
Total current liabilities 42,53498,262 88,838
Long-term debt 885,3061,593,690 827,453
Deferred tax liability 21,848124,364 25,613
Deferred income 1,2831,224 1,293
Other liabilities 4,8334,732 3,401
---------- ----------
Total liabilities 955,8041,822,272 946,598
---------- ----------
(continued)
-1-
4
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
JuneSeries AA preferred stock, par value $.001, $63.80 cumulative dividends,
authorized 1,000,000 shares; 5,719.49 shares issued and outstanding at
September 30, December 31,
1999 1998
----------- -----------
STOCKHOLDERS' EQUITY-- --
Class A preferred stock, par value $638, $63.80 cumulative dividends,
authorized 10,000 shares; 0 and 5,719.49 shares issued and outstanding
at JuneSeptember 30, 1999, and December 31, 1998, respectively 3,649-- 3,649
Class A common stock, $.001 par value, authorized
125,000,000 shares; issued and outstanding 43,568,34070,365,850 shares and 43,392,876
shares at JuneSeptember 30, 1999, and December 31, 1998, respectively 4470 43
Class B common stock, $.001 par value, authorized 37,500,000 shares; issued
and outstanding 17,449,997 and 17,699,997 shares at JuneSeptember 30, 1999,
and December 31, 1998, respectively 18 18
Additional paid inpaid-in capital 509,9521,470,291 505,644
Accumulated deficit (58,533)(62,108) (42,575)
----------- --------------------- ----------
Stockholders' equity 455,1301,408,271 466,779
----------- --------------------- ----------
Total liabilities and stockholders' equity $ 1,410,934 1,413,377
=========== ===========$3,230,543 $1,413,377
========== ==========
See accompanying notes to condensed consolidated financial statements
-2--1-
5
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Three Months Ended SixNine Months Ended
JuneSeptember 30, JuneSeptember 30,
1999 1998 1999 1998
------------ ------------ ------------ ---------------- ---- ---- ----
Net revenues $ 97,809111,039 $ 69,67573,528 $ 183,575294,614 $ 128,072
- ------------ ------------ ------------ ------------ ------------201,600
----------- ----------- ----------- -----------
Operating expenses
Direct advertising expenses 30,481 21,609 60,245 42,43933,236 22,257 93,481 64,696
Selling, general and administrative expenses 20,754 15,008 40,853 28,22423,172 14,954 64,025 43,178
Depreciation and amortization 32,652 19,491 64,213 37,096
------------ ------------ ------------ ------------
83,887 56,108 165,311 107,759
------------ ------------ ------------ ------------40,738 20,375 104,951 57,471
----------- ----------- ----------- -----------
97,146 57,586 262,457 165,345
----------- ----------- ----------- -----------
Operating income 13,922 13,567 18,264 20,313
------------ ------------ ------------ ------------13,893 15,942 32,157 36,255
----------- ----------- ----------- -----------
Other expense (income)
Interest income (269) (129) (955) (236)(112) (123) (1,067) (359)
Interest expense 18,234 13,915 36,379 27,24121,092 12,116 57,471 39,357
(Gain) loss on disposition of assets (141) 709 (477) 392
------------ ------------ ------------ ------------
17,824 14,495 34,947 27,397
------------ ------------ ------------ ------------
Loss(5,189) 81 (5,666) 473
----------- ----------- ----------- -----------
15,791 12,074 50,738 39,471
----------- ----------- ----------- -----------
Earnings (loss) before income taxes, extraordinary
item and cumulative effect of a change in
accounting principle (3,902) (928) (16,683) (7,084)(1,898) 3,868 (18,581) (3,216)
Income tax expense (benefit) 1,076 142 (1,766) (1,423)
------------ ------------ ------------ ------------
Loss1,404 2,239 (362) 816
----------- ----------- ----------- -----------
Earnings (loss) before extraordinary item and
cumulative effect of a change in accounting
principle (3,302) 1,629 (18,219) (4,032)
----------- ----------- ----------- -----------
Extraordinary item - loss on debt extinguishment
net of tax benefit of $117 (182) -- (182) --
----------- ----------- ----------- -----------
Earnings (loss) before cumulative effect of a
change in accounting principle (4,978) (1,070) (14,917) (5,661)
------------ ------------ ------------ ------------(3,484) 1,629 (18,401) (4,032)
----------- ----------- ----------- -----------
Cumulative effect of a change in accounting
principle -- -- (767) --
------------ ------------ ------------ ----------------------- ----------- ----------- -----------
Net loss (4,978) (1,070) (15,684) (5,661)earnings (loss) (3,484) 1,629 (19,168) (4,032)
Preferred stock dividends 183 183 274 274
------------ ------------ ------------ ------------91 91 365 365
----------- ----------- ----------- -----------
Net lossearnings (loss) applicable to common stock (5,161) (1,253) (15,958) (5,935)
------------ ============ ============ ============
Loss before cumulative effect of a change in
accounting principle$ (3,575) $ 1,538 (19,533) (4,397)
=========== =========== =========== ===========
Earnings (loss) per common share - basic and diluteddiluted:
Earnings (loss) before extraordinary item and
accounting change $ (.08)(.05) $ (.02) $ (.25) $ (.12)
============ ============ ============ ============.03 (.30) (.09)
Extraordinary Item - loss on debt extinguishment -- -- -- --
Cumulative effect of a change in accounting
principle net of tax, per common share -
basic and diluted $(--) $(--)-- -- (.01) --
----------- ----------- ----------- -----------
Net earnings (loss) $ (.01) $(--)
============ ============ ============ ============
Net loss per common share - basic(.05) $ (.08).03 $ (.02)(.31) $ (.26) $ (.12)
============ ============ ============ ============
Net loss per common share - diluted $ (.08) $ (.02) $ (.26) $ (.12)
============ ============ ============ ============(.09)
=========== =========== =========== ===========
Weighted average common shares outstanding 61,227,406 48,802,640 61,185,610 48,080,86265,953,441 54,005,114 62,792,352 50,076,742
Incremental common shares from dilutive stock
options -- 596,604 -- --
Incremental common shares from convertible debt -- -- -- ------------ ------------ ------------ --------------
----------- ----------- ----------- -----------
Weighted average common shares assuming dilution 61,227,406 48,802,640 61,185,610 48,080,862
============ ============ ============ ============65,953,441 54,601,718 62,792,352 50,076,742
=========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements
-3--2-
6
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(IN THOUSANDS)THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
Three Months Ended SixNine Months Ended
JuneSeptember 30, JuneSeptember 30,
1999 1998 1999 1998
-------- -------- -------- ------------ ---- ---- ----
Net lossearnings (loss) applicable to
common stock $ (5,161)(3,575) $ (1,253) $(15,958)1,538 $(19,533) $ (5,935)(4,397)
Other comprehensive income (loss) -
unrealized loss on investment securities (net
of deferred tax benefit of $0 and $84
for the three months ended June 30,
1999 and 1998, respectively and $0 and
$217 for the sixnine
months ended JuneSeptember 30, 1999
and 1998, respectively.)1998) -- (137)-- -- 354
---------- -------- -------- -------- ------------------
Comprehensive Incomeincome (loss) $ (5,161)(3,575) $ (1,390) $(15,958)1,538 $(19,533) $ (5,581)(4,043)
========== ======== ======== ======== ==================
See accompanying notes to condensed consolidated financial statements
-4--3-
7
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
SixNine Months Ended
JuneSeptember 30,
1999 1998
--------- ------------- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (15,684)(19,168) $ (5,661)(4,032)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Depreciation and amortization 64,213 37,096104,951 57,471
Cumulative effect of a change in accounting
principle 767 --
(Gain) loss on disposition of assets (477) 392(5,666) 473
Deferred taxes (4,469) (654)(9,765) (2,548)
Provision for doubtful accounts 500 7032,114 1,265
Changes in operating assets and liabilities:
Decrease (Increase) in:
Receivables (6,945) (1,042)(8,866) (1,520)
Prepaid expenses (150) (295)
Income taxes refundable 1,086 (1,854)445 (714)
Other assets (63) (1,214)3,558 978
Increase (Decrease) in:
Trade accounts payable 67 2002,022 770
Accrued expenses (4,441) (1,420)149 1,288
Other liabilities 36 (167)18 (144)
Deferred income (1,373) (853)(5,248) 2,252
--------- ---------
Net cash provided by operating
activities 32,300 25,23165,311 55,539
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable (1,590)(1,587) (280)
Acquisition of new markets (138,297) (187,175)(831,681) (220,780)
Capital expenditures (30,274) (24,260)(53,435) (40,420)
Proceeds from disposition of assets 1,602 1,2893,943 1,419
--------- ---------
Net cash used in investing activities (168,559) (210,426)
(continued)(882,760) (260,061)
-5-(Continued)
-4-
8
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
SixNine Months Ended
JuneSeptember 30,
1999 1998
--------- ------------- ----
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issuance costs (12,507) (2,503)
Net proceeds from issuance of common stock 2,194 179,929
Principal payments on long-term debt (47,009) (2,341)3,948 181,450
Proceeds from issuance of notes payable -- 70
Principal payments on long-term debt (78,040) (4,152)
Net proceeds from note offering 279,594 --
Net borrowings under credit agreements 57,000 7,000507,000 29,000
Dividends (274) (274)(365) (365)
--------- ---------
Net cash provided by financing activities 11,911 184,384699,630 203,500
Net decrease in cash and cash equivalents (124,348) (811)(117,819) (1,022)
Cash and cash equivalents at beginning
of period 128,597 7,246
--------- ---------
Cash and cash equivalents at end of period 4,249 6,435$ 10,778 $ 6,224
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 36,19656,183 $ 27,10037,328
========= =========
Cash paid for state and federal income taxes $ 1,4856,500 $ 8726,129
========= =========
Common stock issuance related to acquisitions $ 952,255 $ 2,505
========= =========
See accompanying notes to condensed consolidated financial statements
-6--5-
9
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
1. Significant Accounting Policies
General
Lamar Advertising Company is principally a holding company ("Holdings") and
conducts its operations principally through its wholly-owned subsidiary Lamar
Media Corp. ("Lamar Media"). Holdings was incorporated in July, 1999 and became
the parent of Lamar Media pursuant to the reorganization described in Note 5.
References herein to the "Company" refer to Holdings and its subsidiaries, with
respect to periods following the reorganization and to Lamar Media, (formerly
known as Lamar Advertising Company) and its subsidiaries, with respect to
periods prior to the reorganization. Prior to the formation of Holdings, the
consolidated financial statements of the Company represented accounts of Lamar
Media and its subsidiaries.
The information included in the foregoing interim financial statements is
unaudited. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of the Company's
financial position and results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the entire year.
These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K.
Earnings Per Share
Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per
Share." The calculations of basic earnings per share exclude any dilutive effectexcludes dilution and is
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock options, whilewere exercised or converted into common stock
that then shared in the earnings of the Company. The following adjustments were
excluded from the calculation of diluted earnings per share includes the dilutive effectbecause of stock options. Antidilutive shares of 555,558, 611,296, 579,170 and 623,742
for the three month periods ended June 30, 1999 and 1998 and six month periods
ended June 30, 1999 and 1998 respectively have been excluded from the
calculations of diluted earnings per share.their
anti-dilutive effect:
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
Income impact of convertible securities $ 1,261 $ -- $ 1,261 $ --
========== ======== ========== ==========
Incremental shares from stock options 689,430 -- 558,280 564,937
Incremental shares from convertible debt 3,378,375 -- 1,138,500 --
---------- -------- ---------- ----------
Dilutive potential common shares 4,067,805 -- 1,696,780 564,937
========== ======== ========== ==========
-6-
10
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Reclassifications
Certain amounts in the prior year's consolidated financial statements have been
reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported net earnings.
New Accounting Pronouncements
In April 1998, the American Institute of Certified Public Accountants 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
beginning after December 15, 1998, and requires that the costs of start-up
activities, including organizational costs, be expensed as incurred. The effect
of SOP 98-5 is recorded as a cumulative effect of a change in accounting
principle as described in Accounting Principles Board Opinion No. 20 "Accounting
Changes".
-7-
10
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
2. Acquisitions
On January 5, 1999, the Company purchased all of the outdoor advertising assets
of American Displays, Inc. for a cash purchase price of approximately $14,500.
On February 1, 1999, the companyCompany purchased all of the 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, the Company purchased the assets of Vivid, Inc. for a cash
purchase price of approximately $22,100.
On September 15, 1999, Lamar Media Corp. purchased the capital stock of
Chancellor Media Outdoor Corporation and Chancellor Media Whiteco Outdoor
Corporation, ("Chancellor Outdoor") for a combination of approximately $700,000
in cash and 26,227,273 shares of 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 September 30, 1999,
the estimated working capital adjustment to be paid by the Company is $33,053.
During the sixnine months ended JuneSeptember 30, 1999, the company completed 3045
additional acquisitions of outdoor advertising and transit assets for an
aggregate cash purchase price of approximately $42,100$61,000 and the issuance of
13,023135,734 shares of Class A common stock valued at approximately $500.$5,300.
-7-
11
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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
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
Current Plant & CustomerOther Other Current Long-term
Assets Equipment Goodwill ListsIntangibles Assets Liabilities Liabilities
--------------------- ---------- ---------- ----------- --------- -------- -------- ------ ----------- -----------------------
American Displays 87 899 10,532 3,227 503,277 -- (284) --
KJS, LLC 46 9,468 30,543 4,479 104,489 -- (2,079) (1,921)
Frank Hardie 187 6,595 10,451 3,620 103,630 -- (525) --
Vivid, Inc. 357 8,402 9,830 4,055 304,085 -- (593)
Chancellor 55,997 642,210 784,513 293,748 169 (19,829) (106,102)
Other 189 11,301 28,713 4,810 165 (1,103) (1,549)
------ ------ ------ ------ ------ ------- ------
866 36,665 90,069 20,191 265 (4,584) (3,470)
====== ====== ====== ====== ====== ====== ======16,098 46,835 6,472 -- (1,271) (1,880)
------------- ---------- ---------- ---------- --------- ----------- ------------
56,939 683,672 892,704 315,701 169 (24,581) (109,903)
============= ========== ========== ========== ========= =========== ============
-8-
11
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
Summarized below are certain unaudited pro forma statements of operations data
for the six months ended June 30, 1999 and June 30, 1998
as if each of the above acquisitions and the acquisitions occurring in 1998,
which were fully described in the Company's December 31, 1998 Annual Report on
Form 10-K, had been consummated as of January 1, 1998. This pro forma
information does not purport to represent what the Company's results of
operations actually would have been had such transactions occurred on the date
specified or to project the Company's results of operations for any future
periods.
Three Months Ended SixNine Months Ended
JuneSeptember 30, JuneSeptember 30,
1999 1998 1999 1998
---- ---- ---- ----
Revenues, net $ 98,541156,025 $ 91,047146,722 $ 188,072452,063 $ 173,915429,994
========= ========= ========= =========
Loss before extraordinary items $ (17,481) $ (21,683) $ (67,602) $ (70,580)
========= ========= ========= =========
Net loss applicable to
common stock (5,450) (7,173) (17,034) (18,630)$ (17,754) $ (21,774) $ (68,916) $ (70,945)
========= ========= ========= =========
Net loss per common share - basic (.09) (.15) (.28) (.39)$ (0.20) $ (0.40) $ (0.79) $ (1.41)
========= ========= ========= =========
Net loss per common share - diluted (.09) (.15) (.28) (.39)$ (0.20) $ (0.40) $ (0.79) $ (1.41)
========= ========= ========= =========
-8-
12
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
3. Long-term debt
In addition, on June 1,August 1999, the Company agreed to purchase the outdoor
advertising business of Chancellor Media Outdoor Corporation for $700,000 in
cash and 26,227,273 shares of the Company's Class A Common Stock. The
acquisition is subject to antitrust review by the Department of Justice and the
Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. The completion of the acquisition is also subject to approval by the
Company's stockholders of the issuance of the shares of Class A common stock as
proposed in the acquisition, lender approvals, and the satisfaction of other
customary closing conditions. Accordingly, the Company cannot be sure whether
or when the Chancellor Outdoor acquisition will be completed. The Reilly Family
Limited Partnership, which is controlled by Kevin P. Reilly, Jr., Chief
Executive Officer of the Company and holds more than 80% of the Company
stockholder voting power, has agreed to vote in favor of the transaction. Lamar
expects to fund the cash portion of the purchase price with bank loans under a
new credit facility which it expects to put in place prior to closing.
3. New Bank Credit Facility
On June 15, 1999, the Company received a commitment from The Chase Manhattan
Bank to replacereplaced its existing bank credit facility with a
new bank credit facility under which The Chase Manhattan Bank will serveserves as
administrative agent. The new $1,000,000 bank credit facility consists of (1) a
$350,000 revolving bank 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. As a
result of the holding company reorganization completed on July 20, 1999 and
explained in footnote 5, the existing bank credit facility and the new bank
credit facility will beare obligations of Lamar Media Corp., a wholly owned subsidiary,
and not Lamar Advertising Company. -9-
12
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
4. Summarized Financial InformationAs of Subsidiaries
Separate financial statementsSeptember 30, 1999, the Company had
borrowings under this agreement of each$757,000.
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 $279,594 of the convertible notes were used to pay
down existing bank debt.
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 $29,876
aggregate principal amount of Notes were tendered for payment on August 19,
1999, and the related 1% prepayment penalty is reflected as an extraordinary
item in the Company's direct or indirect
wholly-owned subsidiaries that have guaranteed theincome statement, net of tax.
The Company's obligations with respect to its publicly issued notes (collectively, the "Guarantors") are not
included herein becauseguaranteed by the Guarantors are jointly and severally liable under
the guarantees, and the aggregate assets, liabilities, earnings and equityCompany's direct or indirect wholly-owned subsidiaries.
Certain obligations of the GuarantorsCompany's wholly-owned subsidiary, Lamar Media Corp.
are substantially equivalent to the assets, liabilities,
earnings and equityguaranteed by its subsidiaries. For a detailed description of the Companythese
guarantees see Lamar Media Corp.'s quarterly report on a consolidated basis. Summarized
financial information for Missouri Logos, a Partnership, a 66 2/3% owned
subsidiary of the Company and the only subsidiary of the Company that is not a
Guarantor, is set forth below:
Balance Sheet Information: June 30, 1999 December 31, 1998
------------- -----------------
(Unaudited)
Current assets 391 248
Total assets 439 297
Total liabilities 10 7
Venturers' equity 429 290
Income Statement Information: Three months ended Six months ended
June 30 June 30
1999 1998 1999 1998
---- ---- ---- ----
(Unaudited) (Unaudited)
Revenues 258 237 532 501
Net income 106 137 320 299
5. Subsequent EventsForm 10-Q.
4. Preferred Stock
On July 16, 1999, the Board of Directors amended the Preferred Stock of the
CorporationCompany by establishingdesignating 5,720 shares of the 1,000,000 shares of previously
undesignated Preferred Stock, par value .001 to be designated$.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. The new Series AA Preferred Stock have the
same liquidation preferences, dividends and other rights as the previously
issued Class A Preferred Stock. The new shares of Series AA Preferred Stock,
however, are entitled to one vote per share.
5. New Holding Company
On July 20, 1999, the 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
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13
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
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
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13
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
obligations of Lamar Media Corp. 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 will not change as a result of the reorganization.
Stockholders do
not need to take any action since their existing stock certificates represent
shares of the new holding company.
On August 10, 1999, the Company completed an offering of $250,000 5 1/4%
convertible notes. The proceeds of approximately $243,000 of the convertible
notes were used to pay down existing bank debt. The convertible notes were
issued by the new holding company, Lamar Advertising Company.
-11--10-
14
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the consolidated financial condition and
results of operations of the Company for the sixnine month and three month periods
ended JuneSeptember 30, 1999 and 1998. This discussion should be read in conjunction
with the consolidated financial statements of the Company and the related notes.
The following discussion is a summary of the key factors management considers
necessary in reviewing the Company's results of operations, liquidity and
capital resources. The future operating results of the Company may differ
materially from the results described below. For a discussion of certain factors
which may affect the Company's future operating performance, please refer to
Exhibit 99.1 hereto entitled "Factors Affecting Future Operating Results".
RESULTS OF OPERATIONS
SixNine Months Ended JuneSeptember 30, 1999 Compared to SixNine Months Ended JuneSeptember 30,
1998
Net revenues increased $55.5$93.0 million or 43.3%46.1% to $183.6$294.6 million for the sixnine
months ended JuneSeptember 30, 1999 as compared to the same period in 1998. This
increase was attributable to the Company's acquisitions during 1998 and 1999 and
internal growth within the Company's existing markets.
Operating expenses, exclusive of depreciation and amortization, increased $30.4$49.6
million or 43.1%46.0% for the sixnine months ended JuneSeptember 30, 1999 as compared to the
same period in 1998. This was primarily the result of the additional operating
expenses related to the operations of acquired outdoor advertising assets and
the newly developedcontinued development of the logo sign contracts.program.
Depreciation and amortization expense increased $27.1$47.5 million or 73.1%82.6% from
$37.1$57.5 million for the sixnine months ended JuneSeptember 30, 1998 to $64.2$105.0 million for
the sixnine months ended JuneSeptember 30, 1999 as a result of an increase in
capitalized assets resulting from the Company's recent acquisition activity.
Due to the above factors, operating income decreased $2.0$4.1 million or 10.1%11.3% to
$18.3$32.2 million for sixnine months ended JuneSeptember 30, 1999 from $20.3$36.3 million for
the same period in 1998.
Interest income increased $.7 million as a result of earnings on excess cash
investments made during the sixnine months ended JuneSeptember 30, 1999 as compared to
the same period in 1998 due to proceeds from a public offering of the Company's
securitiesClass A common stock in December, 1998. Interest expense increased $9.2$18.1 million
from $27.2$39.4 million for the sixnine months ended JuneSeptember 30, 1998 to $36.4$57.5 million
for the same period in 1999 as a result of additional borrowings under the
Company's bank credit facility.
Income tax benefitfacility to fund increased $.4acquisition activity and the
issuance of $287.5 million creating aconvertible notes in August 1999.
There was an income tax benefit of $1.8$.4 million for the sixnine months ended
JuneSeptember 30, 1999 as compared to $1.4an income tax expense of $.8 million for the
same period in 1998. The effective tax rate for the sixnine months ended JuneSeptember
30, 1999 is 10.6 %approximately 2.0% which is less than the statutory raterates due to
permanent differences resulting from non-deductible amortization of goodwill.
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15
An extraordinary loss on debt extinguishment of $.2 million was incurred during
the nine months ended September 30, 1999, as a result of the extinguishment of a
portion of the Company's 9 1/4% Senior Subordinated notes due 2007 in connection
with a change of control tender offer in July, 1999.
Due to the adoption of SOP 98-5 "Reporting on the Costs of Start-Up Activities"
which requires costs of start-up activities and organization costs to be
expensed as incurred, the Company recognized an expense of $.8 million as a
cumulative effect of a change in accounting principle. This expense is a one
time adjustment to recognize start-up activities and organization costs that
were capitalized in prior periods.
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15
As a result of the above factors, the Company recognized a net loss for the sixnine
months ended JuneSeptember 30, 1999 of $15.7$19.2 million, as compared to a net loss of
$5.7$4.0 million for the same period in 1998.
Three Months Ended JuneSeptember 30, 1999 Compared to Three Months Ended
JuneSeptember 30, 1998
Revenues for the three months ended JuneSeptember 30, 1999 increased $28.1$37.5 million
or 40.4%51.0% to $97.8$111.0 million from $69.7$73.5 million for the same period in 1998.
Operating expenses, exclusive of depreciation and amortization, for the three
months ended JuneSeptember 30, 1999 increased $14.6$19.2 million or 39.9%51.6% over the same
period in 1998.
Depreciation and amortization expense increased $13.2$20.3 million or 67.5%99.9% from
$19.5$20.4 million for three months ended JuneSeptember 30, 1998 to $32.7$40.7 million for the
three months ended JuneSeptember 30, 1999.
Operating income increased $.3decreased $2.0 million or 2.6%12.9% to $13.9 million for the three
months ended JuneSeptember 30, 1999 as compared to $13.6$15.9 million for the same period
in 1998.
Interest expense increased $4.3$9.0 million from $13.9$12.1 million for the three months
ended JuneSeptember 30, 1998 to $18.2$21.1 million for the same period in 1999.
The Company recognized a net loss for the three months ended JuneSeptember 30, 1999
of $5.0$3.5 million.
The results for the three months ended JuneSeptember 30, 1999 were affected by the
same factors as the sixnine months ended JuneSeptember 30, 1999. Reference is made to
the discussion of the sixnine month results.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically satisfied its working capital requirements with
cash from operations and revolving credit borrowings. Its acquisitions have been
financed primarily with borrowed funds and the issuance of debt and equity
securities.
During the sixnine months ended JuneSeptember 30, 1999, the Company financed its
acquisition activity of approximately $138.3 million$1.8 billion with remaining proceeds from
the December, 1998 equity offering, and borrowings under the Company's revolving
bank credit
facility.facility and the issuance of approximately 26.4 million shares of common stock.
At JuneSeptember 30, 1999, following these acquisitions, the Company had $192$243
million available under the revolving bank credit facility. In
July 1999, the Company financed the Action Outdoor acquisition with a draw of
$9 million under the revolving bank credit facility.
The Company's net cash provided by operating activities increased $7.1$9.8 million
from $25.2$55.5 million for the sixnine months ended JuneSeptember 30, 1998 to $32.3$65.3 million
for the sixnine months ended JuneSeptember 30, 1999 due primarily to an increase in
noncash items of $22.2$35.7 million, which includes an increase in depreciation and
amortization of $27.1$47.5 million offset by a decreasean increase in deferred taxes of $3.8
million and a decrease in gain or loss on disposition of
assets of $.9$6.1 million and a decrease
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16
in deferred taxes of $7.2 million. The increase in noncash items was offset by a
decrease in net earnings of $10.0$15.1 million, a decrease in accrued expenses of $3.0 million and an increase in receivables of $5.9$7.3
million and a decrease in deferred income of $7.5 million. Net cash used in
investing activities decreased
$41.8increased $622.7 million from $210.4$260.1 million for the sixnine
months ended JuneSeptember 30, 1998 to $168.6$882.8 million for the same period in 1999.
This decreaseincrease was due to a $48.9$610.9 million decreaseincrease in acquisition of outdoor
advertising assets offset by a $6.0
millionand an increase in capital expenditures and a $1.3 million increase in notes
receivable.of $13.0 million. Net
cash used
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16
inprovided by financing activities for the sixnine months ended JuneSeptember 30,
1999 is $11.9$699.6 million due to $47.0 million in principal payments on long-term debt which primarily
consists of the payment of approximately $45.0 million in notes to the three
principal shareholders of OCI which was purchased by the Company in October,
1998. The principal payments were offset by $57.0$507.0 million in net borrowings under credit
agreements which was used primarily to finance acquisitions, $279.6 million in
net proceeds from the Company's August 1999 offering of 5 1/4% Convertible Notes
due 2006, and $2.2$3.9 million in net proceeds from issuance of common stock under
the Company's 1996 Equity Incentive Plan.
On June 15, 1999,Plan offset by $78.0 million in principal
payments on long-term debt which consists of scheduled debt service and the
payment of approximately $45.0 million in notes to the three principal
shareholders of Outdoor Communications, Inc. which was purchased by the Company
receivedin October, 1998, and $12.5 million in debt issuance costs primarily related to
the new bank credit agreement.
In August 1999, Lamar Media Corp. entered into a commitment from The Chase Manhattan
Bank to replacenew bank credit agreement,
replacing its existing bank credit facility, with a new bank credit
facility for which The Chase Manhattan Bank
would serveserving as administrative agent. The new $1 billion bank credit facility
would consistconsists of (1) a $350 million revolving bank credit facility, (2) a $650
million term facility with two tranches, a $450 million Term A facility and a
$200 million Term B facility. In addition, the new bank credit facility will provideprovides
for an uncommitted $400 million incremental facility available at the discretion
of the lenders. As a result of the holding company reorganization completed on
July 20, 1999 and explained in footnote 5, the existing bank credit facility
and the new bank credit facility will be obligationsis an
obligation of Lamar Media CorporationCorp., a wholly owned subsidiary, and not Lamar
Advertising Company.
OnIn August 10, 1999 the Company completed an offering of $250$287.5 million of 5 1/4%
convertible notes.Convertible Notes due 2006. The net proceeds of approximately $243$279.6 million of
the convertible notes were used to pay existing bank debt. The convertible notes
are convertible into Lamar Advertising Company Class A Common Stockcommon stock at an
initial conversion price of $46.25 per share.
On September 15, 1999, the Company financed the cash portion of the purchase
price for the acquisition of Chancellor Outdoor with a $50.0 million draw under
the revolving credit facility and a $650.0 million draw under Lamar Media's term
facility. The Company also issued 26,227,273 shares of the Company's Class A
common stock.
Elimination of Tobacco Advertising
By the end of April, 1999, the Company had removed all of its outdoor
advertising of tobacco products in connection with settlements the states had
reached with the U.S. tobacco companies. Because of these settlements, the
Company's tobacco revenues as a percentage of consolidated net revenue have
declined from 7% for the 12 months ended December 31, 1998 to 4%3% for the sixnine
months ended JuneSeptember 30, 1999. When displays formerly occupied by tobacco
advertisers have become available in the recent past, the Company has been able
to attract substitute advertising for the unoccupied space on comparable or more
favorable terms. While both of these trends are positive, the Company cannot
guarantee that it will be able to attract substitute advertising to occupy the
displays which will become unoccupied, or that substitute advertisers will pay
rates as favorable to the Company as those paid by tobacco advertisers. If the
Company is unable to continue to replace tobacco advertising, the resulting
increase in available inventory could cause the Company to reduce its rates or
limit the Company's ability to raise rates. In addition, the Company cannot
guarantee that substitute advertisers will pay rates as favorable to the Company
as those paid by tobacco advertisers.
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Impact of Year 2000
The year 2000 issue is the result of the development of computer programs and
systems using two digits rather than four digits to define the applicable year.
Computer programs and equipment with time-sensitive software may recognize the
date using "00" as the year 1900 rather than the year 2000. The year 2000 date
recognition problem could cause the Company's computer systems to fail,
resulting in miscalculations and incorrect data. Computerdata causing disruption to business
operations.
The Company has conducted an assessment of its software and related systems which may be affected by thisand
believes they are year 2000 problem include computer systems
embedded in production equipment; displays containing computer systems; business
data processing systems;
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17
production, management and planning systems; and personal computers.
Consequently, thecompliant. The Company's year 2000 problem could disrupteffort also
included communication with significant third party vendors and customers to
determine the extent to which the Company's daily commercial
activities if the Company does not take the steps necessarysystems are vulnerable to address it
effectively. In addition, thethose
parties' failure to reach year 2000 compliance.
The Company cannot assure you that the Company's customers, suppliers and other
third parties that the Company deals with are or will be year 2000 compliant in
a timely manner. Interruptions in services provided to the Company or in the
purchases made by these third parties could also disrupt the Company's
operations. Parties affected by a disruption in the Company's operations and
services could make claims or bring lawsuits against the Company. Depending upon
the extent and duration of any disruptions caused by the year 2000 problem and
the specific services affected, these disruptions could have an adverse affect
on the Company's business.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company is exposed to interest rate risk in connection with variable rate
debt instruments issued by the Company. The Company does not enter into market
risk sensitive instruments for trading purposes. The information below
summarizes the Company's interest rate risk associated with its principal
variable rate debt instruments outstanding at JuneSeptember 30, 1999.
Loans under the Company'sLamar Media's bank credit facility bear interest at variable rates
equal to the Chase Prime Rate or LIBOR plus the applicable margin. Because the
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 facility. Increases in the interest rates applicable to borrowings under
the bank credit facility would result in increased interest expense and a
reduction in the Company's net income and after tax cash flow.
At JuneSeptember 30, 1999, there was approximately $307$757 million of aggregate
indebtedness outstanding under theLamar Media's bank credit facility, or
approximately 34.7%47.5% of the Company's outstanding long-term debt on that date,
bearing interest at variable rates. The aggregate interest expense for the sixnine
months ended JuneSeptember 30, 1999 with respect to borrowings under the bank credit
facility was $9.1$14.5 million, and the weighted average interest rate applicable to
borrowings under these credit facilities during the sixnine months ended JuneSeptember
30, 1999 was 6.8%6.9%. Assuming that the weighted average interest rate was
200-basis points higher (that is 8.8%8.9% rather than 6.8%6.9%), then the Company's 1999
interest expense would have been approximately $2.7$4.2 million higher resulting in
a $1.6$2.5 million decrease in the Company's sixnine months ended JuneSeptember 30, 1999
net income and after tax cash flow.
The Company attempts to mitigate the interest rate risk resulting from its
variable interest rate long-term debt instruments by also issuing fixed rate
long-term debt
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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 the capability under the bank credit facility 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.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A written consent of stockholders was executed on September 14, 1999 by The
Reilly Family Limited Partnership (the "RFLP") in lieu of a special meeting of
the Company's stockholders to approve the issuance of the Company's Class A
common stock in connection with the purchase by Lamar Media of all of the
outstanding common stock of Chancellor Outdoor for a combination of $700 million
in cash and 26,227,273 shares of the Company's Class A common stock. The RFLP
holds all of the Class B common stock of the Company which represented
approximately 80% of the voting power of the Company at the time the consent was
executed. The Company heldfurnished information regarding this transaction in a
Definitive Information Statement pursuant to Section 14(c) of the Securities
Exchange Act of 1934 which was distributed to its stockholders and filed with
the Commission on August 13, 1999.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
See Item 1, Financial Statements, Note 5, which is
incorporated herein by reference.
ITEM 5. OTHER INFORMATION.
The annual meeting of stockholders of the Company will be held
on Thursday, May 27, 1999.
The following represents the results of the proposals submitted to a vote of
security holders:
Proposal to Elect Directors
The following persons were elected to the Company's Board of Directors for a
term of office expiring at the Company's 2000 Annual Meeting of Stockholders:
Votes Cast For Votes Withheld
-------------- --------------
Kevin P. Reilly, Jr 217,684,867 145,991
Sean E. Reilly 217,684,867 145,991
Keith A. Istre 217,684,117 146,741
Charles W. Lamar, III 217,684,867 145,991
Gerald H. Marchand 217,684,867 145,991
Jack S. Rome, Jr 217,684,867 145,991
T. Everett Stewart Jr 217,684,867 145,991
Stephen P. Mumblow 217,679,717 151,141
There were no abstentions or broker non-votes.
Approval of Amendment to the Company's 1996 Equity Incentive Plan
FOR AGAINST ABSTAIN
--- ------- -------
177,000,000 -- --
27,170,524 13,611,562 13,972
34,800 -- --
------------
204,205,324
Approval of Amendment to the Company's Restated Certificate of Incorporation
FOR AGAINST ABSTAIN
--- ------- -------
177,000,000 -- --
40,266,145 517,919 11,994
34,800 -- --
------------
217,300,945
The Company's 2000 annual meeting of stockholders has been scheduled for May
25, 2000.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit 2.1 Agreement and Plan of Merger dated as of July 20,
1999, among the Company, Lamar Media 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.
Exhibit 3.1 Certificate of Incorporation of Lamar New Holding
Co. Filed herewith.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.
Exhibit 3.2 Certificate of Amendment of Certificate of
Incorporation of Lamar New Holding Co. (whereby the
name of Lamar New Holding
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Co. was changed to Lamar Advertising Company.)
Filed herewith.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.
Exhibit 3.3 Amended and Restated Bylaws. 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.
Exhibit 4.1 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. Filed
herewith.
Exhibit 4.2 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. Filed
herewith.
Exhibit 4.3 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. Filed
herewith.
Exhibit 4.4 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. Filed
herewith.
Exhibit 4.5 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. Filed herewith.
Exhibit 4.6 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. Filed
herewith.
Exhibit 4.7 Supplemental Indentures to the Indenture dated
September 25, 1997 among the Company, certain of its
subsidiaries and State Street Bank and Trust
Company, as Trustee. Filed herewith.
Exhibit 4.8 Supplemental Indentures to the Indenture dated
November 15, 1996 among the Company, certain of its
subsidiaries and State Street Bank and Trust
Company, as Trustee. Filed herewith.
Exhibit 4.9 Supplemental Indentures to the Indenture dated
August 15, 1997 among Outdoor Communications, Inc.,
certain of its subsidiaries and First Union National
Bank, as Trustee. Filed herewith.
Exhibit 10.1 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. Filed herewith.
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Exhibit 4.110.2 Stockholders Agreement dated as of September 15,
1999 by and among the Company, Chancellor Media
Corporation of Los Angeles, Chancellor Mezzanine
Holdings Corporation and the Reilly Family Limited
Partnership. Filed herewith.
Exhibit 10.3 Registration Rights Agreement dated as of September
15, 1999 among the Company, Chancellor Media
Corporation of Los Angeles and Chancellor Mezzanine
Holdings Corporation. Filed herewith.
Exhibit 10.4 Assumption Agreement dated as of July 20, 1999 by
and among the Company, Lamar Media Corp., and the
direct and indirect subsidiaries of such
corporations. Filed herewith.
Exhibit 27.1 Financial Data Schedule. Filed herewith.
Exhibit 99.1 Factors Affecting Future Operating Results. Filed
herewith.
(b) Reports on Form 8-K
Reports on Form 8-K were filed with the Commission during the
third quarter of 1999 to report the following items as of the
dates indicated:
On July 7, 1999, the Company filed a report on Form 8-K to
furnish Financial Statements and Pro Forma Financial
Statements for Chancellor Media Outdoor Corporation
("Chancellor Outdoor") and its predecessor companies, the
outdoor advertising division of Whiteco Industries, Inc.
("Whiteco"), Martin Media L.P. ("Martin Media") and Martin &
MacFarlane, Inc. ("Martin & MacFarlane"), which the Company
acquired as of September 15, 1999. The Company filed as
exhibits (1) the consolidated balance sheets of Chancellor
Outdoor as of December 31, 1998 and March 31, 1999 and
consolidated statements of operations, equity and cash flows
for the period from July 22, 1998 to December 31, 1998 and the
three months ended March 31, 1999 (2) the statements of
income, divisional equity and cash flows of Whiteco for the
eleven months ended November 30, 1998; balance sheets of
Whiteco as of December 31, 1996 and 1997; and statements of
income and cash flows for the years ended December 31, 1995,
1996, and 1997 (3) the statements of operations, partners'
capital and cash flows of Martin Media for the seven months
ended July 31, 1998; balance sheets of Martin Media as of
December 31, 1996 and 1997; and statements of operations,
partners' capital (deficit) and cash flows of Martin Media for
each of the years ended December 31, 1995, 1996 and 1997 (4)
the statements of operations, retained earnings and cash flows
of Martin & MacFarlane for the seven months ended July 31,
1998; balance sheets of Martin & MacFarlane as of December 31,
1996 and 1997; statements of income, retained earnings and
cash flows for the six-month period ended December 31, 1995
and each of the years ended December 31,1996 and 1997; balance
sheet of Martin & MacFarlane as of June 30, 1995; and
statements of income, retained earnings and cash flows of
Martin & MacFarlane for the year ended June 30, 1995. The
Company also filed as exhibits unaudited pro forma condensed
consolidated statements of operations of the Company for the
year ended December 31, 1998 and the three months ended March
31, 1999; and unaudited pro forma condensed consolidated
balance sheet of the Company as of March 31, 1999.
On July 22, 1999, the Company filed a report on Form 8-K in
order to furnish certain exhibits related to the Company's
reorganization. The Company filed an Agreement and Plan of
Merger dated as of July 20, 1999
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among the Company, Lamar New Holding Co., and Lamar Holdings
Merge Co. as exhibit 2.1, and a press release issued by the
registrant on July 21, 1999 as exhibit 99.1.
On July 26, 1999, the Company filed a report on Form 8-K/A to
correct a typographical error in "Item 5. Other Events" in the
8-K originally filed on July 22, 1999.
On July 28, 1999, the Company filed a report on Form 8-K
announcing that it had commenced a public offering of
$250,000,000 of convertible notes and filed the related press
release as exhibit 99.1.
On August 3, 1999, the Company filed a report on Form 8-K
announcing its operating results for the second quarter ended
June 30, 1999 and filed the related press release as exhibit
99.1.
On August 5, 1999, the Company filed a report on Form 8-K
announcing that it had agreed to sell $250,000,000 of
Convertible Notes through Goldman Sachs & Co., Deutsche Banc
Alex. Brown, Morgan Stanley Dean Witter and Salomon Smith
Barney as underwriters and filed the related press release as
exhibit 99.1.
On August 6, 1999, the Company filed two reports on Form 8-K
in order to furnish certain exhibits for incorporation by
reference into two Registration Statements on Form S-3 of the
Company previously filed with Securities and Exchange
Commission (File Nos. 333-71929 and 333-50559), which
Registration Statements were declared effective by the
Commission on February 12, 1999 and April 28, 1998,
respectively. The Company filed with respect to each
Registration Statement (i) an Underwriting Agreement dated
August 4, 1999 among the Company, Goldman, Sachs & Co.,
Deutsche Bank Securities Inc., Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc, (ii) an opinion of
Palmer & Dodge LLP, counsel to the Company, regarding the
validity of certain convertible notes to be sold by the
Company pursuant to such Underwriting Agreement and shares of
the Company's Class A Common Stock, $.001 par value per share
issuable upon conversion of such notes; (iii) an opinion of
Sullivan & Cromwell, counsel to the Underwriters, regarding
the validity of the securities to be sold by the Company
pursuant to such Underwriting Agreement; (iv) a Form of
Indenture to be dated as of August 10,1999 between the
Company and State Street Bank and Trust Company, as Trustee;
(v) a Form of First Supplemental Indenture to be dated as of
August 10, 1999 between the Company and State Street Bank and
Trust Company, as Trustee. Filed
herewith.
Exhibit 4.2 First Supplemental Indenture dated asTrustee; and (vi) a Statement of
August 10, 1999
between the Company andEligibility of Trustee on Form T-1 by State Street Bank and
Trust Company, as Trustee. Filed herewith.
Exhibit 10.1 Second Amended and Restated Stock Purchase Agreement
dated as ofCompany.
On 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 5-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.
Exhibit 27.1 Financial Data Schedule.
Exhibit 99.1 Factors Affecting Future Operating Results.
(b) Reports on Form 8-K
Reports on Form 8-K were filed with the Commission during the
second quarter of 1999 to report the following items as of the
dates indicated:
On May 7, 1999, the Company filed an 8-K in order to
furnish an exhibit for incorporation by reference
into the Registration Statements on Form S-3 of Lamar
Advertising Company previously filed with Securities
and Exchange Commission (File Nos. 333- 50559 and
333-71929), which Registration Statements were
declared effective by the Commission on April 28,
1998 and February 12, 1999, respectively, the Company
filed as Exhibit 1.1 to such Registration Statements
a form of Underwriting Agreement for use in
connection with underwritten sales of securities
pursuant to such Registration Statements.
On June 8, 1999, the Company filed an 8-K/A amending
the previously filed 8-K on October 15, 1998 and
8-K/A on October 19, 1998 in order to provide updated
historical financial statements and related notes for
Outdoor Communications, Inc., which the Company
acquired as of October 1, 1998, as well as to include
updated pro forma financial information of the
Company giving effect to the acquisition. The Company
filed as exhibits the unaudited condensed
consolidated balance sheets of OCI as of September
30, 1998 and June 30, 1998 and unaudited condensed
consolidated statements of operations, and cash flow
for the three-month periods ended September 30, 1998
and 1997, and the unaudited pro forma condensed
consolidated balance sheet as of September 30, 1998
and statements of loss of the Company giving effect
to the OCI acquisition for the year ended December
31, 1998 and the nine months ended September 30,
1998.
On June 10, 1999, the Company filed ana report on Form 8-K
announcing that it had completed the sale of $250,000,000 of
Convertible Notes through Goldman Sachs & Co., Deutsche Banc
Alex. Brown, Morgan Stanley Dean Witter and Salomon Smith
Barney as underwriters and filed the related press release as
exhibit 99.1.
On August 17, 1999, the Company enteredfiled a report on Form 8-K
announcing that it had completed the sale of an additional
$37,500,000 principal amount of convertible notes in a public
offering pursuant to the exercise of the underwriters'
overallotment option and filed the related press release as
exhibit 99.1.
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On August 20, 1999, the Company filed a report on Form 8-K
announcing that as a result of the holding company
reorganization on July 20, 1999, the Company is a successor
issuer to Old Lamar Advertising, and pursuant to Rule
12g-3(a) of the Securities Exchange Act of 1934, the Class A
common stock of the Company is deemed to be registered under
Section 12(g) of the Securities Exchange Act of 1934 instead
of the Class A common stock of Old Lamar Advertising. "Old
Lamar Advertising Company" refers to the company which was
formerly known as "Lamar Advertising Company" prior to the
holding company reorganization and which changed its name to
"Lamar Media Corp." in connection with the holding company
reorganization.
On August 25, 1999, the Company filed a report on Form 8-K
announcing that in connection with the reorganization of
Lamar Advertising Company into a definitive agreementnew 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 $103,900,000
issued pursuant to whichan Indenture dated August 15, 1997, by and
among Outdoor Communications, Inc., a company acquired by
Lamar whose obligations under the Notes were assumed, certain
guarantors under the Indenture and the First Union National
Bank as Trustee. Pursuant to the change of control tender
offer and in accordance with the Indenture, Lamar Media Corporation will
acquire Chancellor's outdoor advertising businessCorp.
offered to repurchase the Notes for approximately $1.6 billion in stock and cash. Filed
as Exhibit 99.1 was a copy101% of the press release
issued on June 1,principal
amount plus accrued interest up to but excluding the payment
date of August 19, 1999.
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SIGNATURES
Pursuant to the requirements 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
DATED: August 13,November 11, 1999 BY: /s/ Keith Istre
------------------------------
Keith A. Istre
Chief Financial and Accounting
Officer and Director
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger dated as of July 20, 1999, among
the Company, Lamar Media 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.
Filed herewith.
ExhibitPreviously 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). Filed herewith.
ExhibitPreviously
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 Amended and Restated Bylaws. 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.
4.1 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. Filed herewith.
Exhibit 4.14.2 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. Filed herewith.
4.3 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. Filed herewith.
4.4 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. Filed herewith.
4.5 Supplemental Indenture to the Indenture dated August 10, 1999 between15, 1997
among Outdoor Communications, Inc., certain of its
subsidiaries and First Union National Bank, as Trustee, dated
July 20, 1999. Filed herewith.
4.6 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. Filed herewith.
24
4.7 Supplemental Indentures to the Indenture dated September 25,
1997 among the Company, certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee. Filed herewith.
Exhibit 4.2 First4.8 Supplemental Indentures to the Indenture dated asNovember 15,
1996 among the Company, certain of August 10, 1999
between the Companyits subsidiaries and State
Street Bank and Trust Company, as Trustee. Filed herewith.
Exhibit4.9 Supplemental Indentures to the Indenture dated August 15,
1997 among Outdoor Communications, Inc., certain of its
subsidiaries and First Union National Bank, as Trustee. Filed
herewith.
10.1 Second AmendedBank Credit Agreement dated August 13, 1999, between Lamar
Media Corp., certain of its subsidiaries, the lenders party
thereto and Restated Stock PurchaseThe Chase Manhattan Bank, as administrative
agent. Filed herewith.
10.2 Stockholders Agreement dated as of August 11,September 15,
1999 by and among the Company, Chancellor Media
Corporation of Los Angeles, Chancellor Mezzanine
Holdings Corporation and the Reilly Family Limited
Partnership. Filed herewith.
10.3 Registration Rights Agreement dated as of September
15, 1999 among the Company, Lamar Media
Corp., Chancellor Media
Corporation of Los Angeles and Chancellor Mezzanine
Holdings Corporation. Previously
filed an Appendix A toFiled herewith.
10.4 Assumption Agreement dated as of July 20, 1999 by
and among the Company's Schedule 14C
Information Statement filed on August 13, 1999Company, Lamar Media Corp., and incorporated herein by reference. Pursuant to Item
601(b)(2)the
direct and indirect subsidiaries of Regulation 5-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.
Exhibitsuch
corporations. Filed herewith.
27.1 Financial Data Schedule. ExhibitFiled herewith.
99.1 Factors Affecting Future Operating Results. Filed
herewith.