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 March 31,June 30, 2001
or
[ ] 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 its charter)their charters)
Delaware 72-1449411
Delaware 72-1205791
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
5551 Corporate Blvd., Baton Rouge, LA 70808
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (225) 926-1000
Indicate by check mark whether each 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 ( )
The number of shares of Lamar Advertising Company's Class A common stock
outstanding as of May 5,August 8, 2001: 81,258,74282,524,145
The number of shares of the Lamar Advertising Company's Class B common stock
outstanding as of May 5,August 8, 2001: 16,638,136
The number of shares of Lamar Media Corp. common stock outstanding as of
May 5,August 8, 2001: 100
This combined Form 10-Q is separately filed by (i) Lamar Advertising Company and
(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 H(1) (a) and (b) of Form 10-Q and is, therefore, filing this form
with the reduced disclosure format permitted by such instruction.
2
CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Lamar Advertising Company
Condensed Consolidated Balance Sheets as of
March 31,June 30, 2001 and December 31, 20002000............................................... 1
Condensed Consolidated Statements of Operations for the three
months ended March 31,June 30, 2001 and March 31,June 30, 2000 and six months
ended June 30, 2001 and June 30, 2000............................................. 2
Condensed Consolidated Statements of Cash Flows
for the threesix months ended March 31,June 30, 2001 and
March 31, 2000June 30, 2000..................................................................... 3
Notes to Condensed Consolidated Financial
StatementsStatements........................................................................ 4 - 56
Lamar Media Corp.
Condensed Consolidated Balance Sheets as of
March 31,June 30, 2001 and December 31, 2000 62000............................................... 7
Condensed Consolidated Statements of Operations for the three
months ended March 31,June 30, 2001 and March 31,June 30, 2000 7and six months
ended June 30, 2001 and June 30, 2000............................................. 8
Condensed Consolidated Statements of Cash Flows
for the threesix months ended March 31,June 30, 2001 and
March 31, 2000 8June 30, 2000..................................................................... 9
Notes to Condensed Consolidated Financial
Statements 9Statements........................................................................ 10
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10Operations.................................... 11 - 1215
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risks 13Risks..........................................................................16
PART II - OTHER INFORMATION
ITEM 4. Submission of matters to a vote of security holders...................................17
ITEM 6. Exhibits and Reports on Form 8-K 148-K.................................................18 - 15
Signatures 1619
Signatures............................................................................19
3
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)
March 31,June 30, December 31,
Assets 2001 2000
- ------ ------------ ---------------------- ----------
ASSETS
Current assets:
Cash and cash equivalents $ 4,2302,770 $ 72,340
Receivables, net 96,777108,224 91,674
Prepaid expenses 33,89836,703 23,164
Other current assets 8,4989,820 8,738
------------ ----------------------- -----------
Total current assets 143,403157,517 195,916
------------ ----------------------- -----------
Property, plant and equipment 1,694,4531,733,409 1,630,866
Less accumulated depreciation and amortization (366,096)(393,238) (335,991)
------------ ----------------------- -----------
Net property, plant and equipment 1,328,3571,340,171 1,294,875
------------ ----------------------- -----------
Intangible assets 2,171,5522,222,404 2,129,733
Other assets - non-current 19,12019,661 17,249
------------ ----------------------- -----------
Total assets $ 3,662,4323,739,753 $ 3,637,773
============ ============
Liabilities and Stockholders' Equity=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 10,81312,005 $ 9,918
Accrued expenses 33,300 40,724
Current maturities of long-term debt 90,90697,641 66,814
Accrued expenses 25,676 40,724
Deferred income 13,09811,945 11,005
------------ ----------------------- -----------
Total current liabilities 140,493154,891 128,461
Long-term debt 1,688,1501,719,386 1,671,466
Deferred income taxes 139,342141,406 140,452
Other liabilities 8,3608,341 7,939
------------ ----------------------- -----------
Total liabilities 1,976,3452,024,024 1,948,318
------------ ----------------------- -----------
Stockholders' equity:Equity:
Series AA preferred stock, par value $.001, $63.80
cumulative dividends, authorized 5,720 shares;
5,719.49 shares issued and outstanding at 2001 and 2000 -- --
Class A preferred stock, par value $638, $63.80
cumulative dividends, 10,000 shares authorized,authorized;
0 shares issued and outstanding at 2001 and 2000 -- --
Class A common stock, $.001 par value, $.001, 175,000,000 shares
authorized, 81,258,742authorized; 82,524,045 shares and 80,101,793
shares issued and outstanding at 2001 and 2000, respectively 8183 80
Class B common stock, $.001 par value, $.001, 37,500,000 shares
authorized,authorized; 16,638,136 and 17,000,000 shares issued and
outstanding at 2001 and 2000, respectively 17 17
Additional paid-in capital 1,902,315paid-in-capital 1,952,446 1,871,303
Accumulated deficit (216,326)(236,817) (181,945)
------------ ----------------------- -----------
Stockholders' equity 1,686,0871,715,729 1,689,455
------------ ----------------------- -----------
Total liabilities and stockholders' equity $ 3,662,4323,739,753 $ 3,637,773
============ ======================= ===========
See accompanying notes to condensed consolidated financial statements.
-1-
4
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Three months ended
March 31,Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Net revenues $ 170,385191,788 $ 151,267172,953 $ 362,173 $ 324,220
------------ ------------ ------------ ------------
Operating expenses:expenses (income):
Direct advertising expenses 61,536 52,51261,315 53,626 122,851 106,138
General and administrative expenses 37,696 34,20436,436 35,261 74,132 69,465
Depreciation and amortization 85,407 72,97088,823 76,230 174,230 149,200
Gain on disposition of assets (803) (105) (1,019) (104)
------------ ------------ 184,639 159,686------------ ------------
185,771 165,012 370,194 324,699
------------ ------------ ------------ ------------
Operating loss (14,254) (8,419)income (loss) 6,017 7,941 (8,021) (479)
------------ ------------ ------------ ------------
Other expense (income):
Interest income (244) (327)(178) (369) (422) (696)
Interest expense 35,780 32,890
(Gain) loss on disposition of assets (216) 132,972 36,401 68,752 69,291
------------ ------------ 35,320 32,564------------ ------------
32,794 36,032 68,330 68,595
------------ ------------ ------------ ------------
Loss before income tax benefit (49,574) (40,983)(26,777) (28,091) (76,351) (69,074)
Income tax benefit (15,284) (12,009)(6,377) (7,693) (21,661) (19,702)
------------ ------------ ------------ ------------
Net loss (34,290) (28,974)(20,400) (20,398) (54,690) (49,372)
Preferred stock dividends (91) (91)91 91 182 182
------------ ------------ ------------ ------------
Net loss applicable to common stock $ (34,381)(20,491) $ (29,065)(20,489) $ (54,872) $ (49,554)
------------ ============ ============ ============
Loss per common share - basic and diluted $ (.35)(.21) $ (.33)(.23) $ (.56) $ (.56)
============ ============ ============ ============
Weighted average common shares outstanding 97,603,342 88,466,64498,209,271 89,512,428 97,903,588 88,989,536
Incremental common shares from dilutive stock
options -- -- -- --
Incremental common shares from convertible debt -- -- -- --
------------ ------------ ------------ ------------
Weighted average common shares assuming dilution 97,603,342 88,466,64498,209,271 89,512,428 97,903,588 88,989,536
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
-2-
5
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
ThreeSix Months Ended
March 31,June 30,
-----------------------
2001 2000
------------ ---------------------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (34,290)(54,690) $ (28,974)(49,372)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Depreciation and amortization 85,407 72,970
(Gain) loss174,230 149,200
Gain on disposition of assets (216) 1(1,019) (104)
Deferred tax benefit (15,611) (12,527)(22,013) (20,279)
Provision for doubtful accounts 1,803 1,1833,602 2,329
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables (6,416) (785)(18,238) (13,789)
Prepaid expenses (10,103) (7,273)(11,436) (7,635)
Other assets (276) (508)471 (207)
Increase (decrease) in:
Trade accounts payable 895 (1,531)2,088 (1,524)
Accrued expenses (17,416) (11,208)(10,657) (3,456)
Other liabilities 145 52
Deferred income 1,846 955
Other liabilities 504 33
------------ ------------196 (920)
--------- ---------
Net cash provided by operating activities 6,127 12,336
------------ ------------62,679 54,295
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable (197) (3,351)
Acquisition of new markets (101,556) (82,082)(227,318) (230,652)
Capital expenditures (15,571) (19,004)(36,925) (43,700)
Proceeds from disposition of assets 1,036 531
------------ ------------3,334 1,122
--------- ---------
Net cash used in investing activities (116,288) (103,906)
------------ ------------(260,909) (273,230)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issuance costs -- (1,448)
Net proceeds from issuance of common stock 1,487 1,21350,217 1,893
Principal payments on long-term debt (1,345) (1,048)(2,375) (2,168)
Net borrowings under credit agreements 42,000 93,00081,000 224,000
Dividends (91) (91)
------------ ------------(182) (182)
--------- ---------
Net cash provided by financing activities 42,051 93,074
------------ ------------128,660 222,095
--------- ---------
Net (decrease) increase in cash and cash equivalents (68,110) 1,504(69,570) 3,160
Cash and cash equivalents at beginning of period 72,340 8,401
------------ --------------------- ---------
Cash and cash equivalents at end of period $ 4,2302,770 $ 9,905
============ ============11,561
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
---------
Cash paid for interest $ 39,56067,301 $ 36,504
============ ============69,047
========= =========
Cash paid for state and federal income taxes $ 368781 $ 886
============ ============1,616
========= =========
Common stock issued forissuance related to acquisitions $ 29,000 $ 29,226
============ ============122,031
========= =========
See accompanying notes to condensed consolidated financial statementsstatements.
-3-
6
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
1. Significant Accounting Policies
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 Lamar Advertisingthe 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.
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 results of operations.net earnings.
2. Acquisitions
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 $31,536$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 $44,100.$44,400. The purchase price consisted of approximately
$15,100 cash and the issuance of 725,000 shares of Lamar Advertising Class A
common stockCompany
valued at $29,000.
During the three months ended March 31,Effective April 1, 2001, the Company completed 28
additional acquisitionspurchased all of outdoor advertising assetsthe outstanding common
stock of DeLite Outdoor Advertising, LLC and DeLite Outdoor Advertising, Inc.
for a cash purchase price of approximately $34,414.$43,000.
On April 1, 2001, the Company purchased certain assets of PNE Media, LLC for
a cash purchase price of approximately $21,000.
During the six months ended June 30, 2001, the company completed 64 additional
acquisitions of outdoor advertising and transit assets for an aggregate cash
purchase price of approximately $96,800.
Each of these acquisitions waswere 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 havepurchase 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 preliminary allocation of the acquisition costspurchase price in the above transactions.
-4-
7
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Current Property Current Plant & Other Other Current Long-term
Assets & Equipment Goodwill Intangibles Assets Liabilities Liabilities
------------ ------------ ------------ ------------ ------------ ------------ -----------------------------------------------------------------------------------------------------
American Outdoor 557 1,185 18,682 11,112 -- -- --
Appalachian Outdoor 325 5,822 2,666 11,512 -- 10,377 7,510 2,113325 --
Bowlin Outdoor 2,041 29,173 6,788 23,889 -- 3,307 14,178
PNE 180 4,879 4,500 11,344 -- -- --
Bowlin Outdoor 1,726 29,173 9,218 23,889 73 3,371 16,608Delite 1,159 10,864 20,033 19,435 -- 543 7,968
Other 196 12,526 8,410 13,283 -- 1 --
------------ ------------ ------------ ------------ ------------ ------------ ------------
2,479 53,261 43,820 50,397 73 3,372 16,608
============ ============ ============ ============ ============ ============ ============1,009 28,004 31,116 36,408 2,450 482 1,681
----------------------------------------------------------------------------------------------
5,271 79,927 83,785 113,700 2,450 4,657 23,827
==============================================================================================
-4-
7
Summarized below are certain unaudited pro forma statementstatements of operations data
for the three months and six months ended March 31,June 30, 2001 and June 30, 2000 as if
each of the above acquisitions and the acquisitions occurring in 2000, which
were fully described in the Company's December 31, 2000 Annual Report on Form
10-K, had been consummated as of January 1, 2000. 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 ThreeSix Months Ended
March 31,June 30, June 30,
----------------------- ----------------------
2001 March 31, 2000 ------------------ ------------------2001 2000
--------- ----------- ----------- ---------
Net revenues $ 171,111191,788 $ 167,900
============= =============188,137 $ 365,199 $358,458
========= ========== ========== ========
Net loss applicable to
common stock $ (34,566)(20,491) $ (36,507)
============= =============(26,057) $ (55,192) $(62,594)
========= ========== ========== ========
Net loss per common share-basicshare -
basic and diluted $ (.35)(.21) $ (.39)
============= =============
Net loss per common share-diluted(.28) $ (.35)(.56) $ (.39)
============= =============(.68)
========= ========== ========== ========
3. Summarized Financial Information of Subsidiaries
Separate financial statements of each of the Company's direct or indirect wholly
owned subsidiaries that have guaranteed the Company's obligations with respect
to its publicly issued notes (collectively, the "Guarantors") are not included
herein because the guarantees are full and unconditional and joint and several
and the only subsidiary that is not a guarantor is considered minor. Lamar
Media's ability to make distributions to Lamar Advertising is restricted under
the terms of its bank credit facility and the indenture relating to Lamar
Media's outstanding notes.
-5-
8
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
4. Earnings Per Share
Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per
Share." The calculations of basic earnings per share excludesexclude any dilutive effect
of stock options and convertible debt while diluted earningsearning 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 6,738,3786,683,547 and 7,058,7606,818,549 for three months ended March
31,June 30,
2001 and 2000, and 6,705,656 and 6,936,816 for the six months ended June 30,
2001 and 2000, respectively.
5. New Accounting PronouncementPronouncements
In June 2000, the FASB issued SFAS No. 138, "Accounting for Derivative
Instruments and Hedging Activities --- an amendment of FASB No. 133", which
established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
assets or liabilities in the statement of financial position and measure those
instruments at fair value. On January 1, 2001, the Company adopted SFAS No. 133.
The Company's adoption of SFAS No. 133 did not have any affect on the financial
position or results of operations in 2001.
-5-In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement 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. Statement 142 will require 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 Statement 142. Statement 142 will also require 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.
The Company is required to adopt the provisions of Statement 141 immediately,
and Statement 142 effective January 1, 2002. Furthermore, goodwill and
intangible assets determined to have an indefinite useful life acquired in a
purchase business combination completed after June 30, 2001, but before
Statement 142 is adopted in full will not be amortized but will continue to be
evaluated for impairment in accordance with the appropriate pre-Statement 142
literature. The Company is currently assessing the impact of Statements 141 and
142 on its financial condition and results of operations.
-6-
89
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
March 31,June 30, December 31,
Assets 2001 2000
- ------ ------------ ----------------------- -----------
Current assets:
Cash and cash equivalents $ 4,2302,770 $ 72,340
Receivables, net 96,777107,155 91,628
Prepaid expenses 33,89836,703 23,164
Other current assets 14,23315,587 15,966
------------ ----------------------- -----------
Total current assets 149,138162,215 203,098
------------ ----------------------- -----------
Property, plant and equipment 1,694,4531,733,409 1,630,866
Less accumulated depreciation and amortization (366,096)(393,238) (335,991)
------------ ----------------------- -----------
Net property, plant and equipment 1,328,3571,340,171 1,294,875
------------ ----------------------- -----------
Intangible assets 2,148,8162,199,372 2,106,493
Other assets - non-current 18,39518,937 17,249
------------ ----------------------- -----------
Total assets $ 3,644,7063,720,695 $ 3,621,715
============ ======================= ===========
Liabilities and Stockholder's Equity
Current liabilities:
Trade accounts payable $ 10,81312,005 $ 9,918
Accrued expenses 23,244 35,765
Current maturities of long-term debt 90,90697,641 66,814
Accrued expenses 19,657 35,765
Deferred income 13,09811,945 11,005
------------ ----------------------- -----------
Total current liabilities 134,474144,835 123,502
Long-term debt 1,400,6501,431,886 1,671,466
Deferred income taxes 142,264146,150 142,052
Other liabilities 8,3608,342 7,939
------------ ----------------------- -----------
Total liabilities 1,685,7481,731,213 1,944,959
------------ ----------------------- -----------
Stockholder's equity:
Common stock, $.01 par value, authorized 3,000 shares;
issued and outstanding 100 shares at March 31,June 30, 2001 and December 31, 2000 -- --
Additional paid-in capital 2,169,7692,217,769 1,855,421
Accumulated deficit (210,811)(228,287) (178,665)
------------ ----------------------- -----------
Stockholder's equity 1,958,9581,989,482 1,676,756
------------ ----------------------- -----------
Total liabilities and stockholder's equity $ 3,644,7063,720,695 $ 3,621,715
============ ======================= ===========
See accompanying notes to condensed consolidated financial statements.
-6--7-
910
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
Three Monthsmonths ended March 31,Six months ended
June 30, June 30,
---------------------- ----------------------
2001 2000 ------------ ------------2001 2000
--------- --------- --------- ---------
Net revenues $ 170,385191,788 $ 151,267
------------ ------------172,953 $ 362,173 $ 324,220
--------- --------- --------- ---------
Operating expenses:expenses (income):
Direct advertising expenses 61,536 52,51261,315 53,626 122,851 106,138
General and administrative expenses 37,645 33,81836,376 34,775 74,021 68,593
Depreciation and amortization 84,509 72,307
------------ ------------
183,690 158,637
------------ ------------87,910 75,189 172,419 147,496
Gain on disposition of assets (803) (105) (1,019) (104)
--------- --------- --------- ---------
184,798 163,485 368,272 322,123
--------- --------- --------- ---------
Operating loss (13,305) (7,370)
------------ ------------income (loss) 6,990 9,468 (6,099) 2,097
--------- --------- --------- ---------
Other expense (income):
Interest income (244) (327)(178) (369) (422) (696)
Interest expense 33,263 32,890
(Gain) loss on disposition of assets (216) 1
------------ ------------
32,803 32,564
------------ ------------29,200 36,401 62,463 69,291
--------- --------- --------- ---------
29,022 36,032 62,041 68,595
--------- --------- --------- ---------
Loss before income tax benefit (46,108) (39,934)(22,032) (26,564) (68,140) (66,498)
Income tax benefit (13,962) (11,615)
------------ ------------(4,556) (7,116) (18,518) (18,731)
--------- --------- --------- ---------
Net loss $ (32,146)(17,476) $ (28,319)
============ ============(19,448) $ (49,622) $ (47,767)
========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements.
-7--8-
1011
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
ThreeSix Months ended
March 31,Ended
June 30,
----------------------
2001 2000
------------ --------------------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
- ------------------------------------
Net loss $ (32,146)(49,622) $ (28,319)(47,767)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 84,509 72,307172,419 147,496
Gain (loss) on disposition of assets (216) 1(1,019) (104)
Deferred tax benefit (14,289) (12,133)(18,869) (19,308)
Provision for doubtful accounts 1,803 1,1833,602 2,329
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables (6,479) (1,389)(18,283) (14,343)
Prepaid expenses (10,103) (7,273)(11,436) (7,635)
Other assets (721) 2,907(357) 3,902
Increase (decrease) in:
Trade accounts payable 895 (1,531)2,088 (1,524)
Accrued expenses (18,475) (13,656)(15,754) (6,172)
Other liabilities 145 52
Deferred income 1,846 955
Other liabilities 504 33
------------ ------------196 (920)
--------- ---------
Net cash provided by operating activities 7,128 13,085
------------ ------------63,110 56,006
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable (197) (3,351)- -------------------------------------
Acquisition of new markets (101,161) (81,709)(225,714) (230,652)
Capital expenditures (15,571) (19,004)(36,925) (43,700)
Proceeds from disposition of assets 1,036 531
------------ ------------3,334 1,122
--------- ---------
Net cash used in investing activities (115,893) (103,533)
------------ ------------(259,305) (273,230)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Debt issuance costs -- (1,448)
Principal payments on long-term debt (1,345) (1,048)
Proceeds(2,375) (2,168)
Contribution from issuance of long-term debt 42,000 93,000
------------ ------------parent 48,000 --
Net borrowings under credit agreements 81,000 224,000
--------- ---------
Net cash provided by financing activities 40,655 91,952
------------ ------------126,625 220,384
--------- ---------
Net (decrease) increase in cash and cash equivalents (68,110) 1,504(69,570) 3,160
Cash and cash equivalents at beginning of period 72,340 8,401
------------ --------------------- ---------
Cash and cash equivalents at end of period $ 4,2302,770 $ 9,905
============ ============11,561
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 35,78661,012 $ 36,504
============ ============69,047
========= =========
Cash paid for state and federal income taxes $ 368781 $ 886
============ ============
NONCASH FINANCING ACTIVITY:1,616
========= =========
Parent company stock contributed for acquisitions $ 29,000 $ 122,031
========= =========
Noncash Financing Activity
Note payable converted to contributed capital $ 287,500 $ --
============ ===================== =========
See accompanying notes to condensed consolidated financial statements.
-8--9-
1112
LAMAR MEDIA CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
1. Significant Accounting Policies
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 Lamar Media'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 Lamar Media's consolidated financial statements and the notes thereto
included in Lamar Media's Annual Report on Form 10-K.
Certain amounts in the prior year's condensed consolidated financial statements
have been reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported results of operations.
Certain footnotes are not provided for the accompanying financial statements as
the information in notes 2, 3, and 5 to the condensed consolidated financial
statements of Lamar Advertising Company included elsewhere in this report is
substantially equivalent to that required for the condensed 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-owned
subsidiary of Lamar Advertising Company.
-9--10-
1213
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LAMAR ADVERTISING COMPANY
The following is a discussion of the consolidated financial condition and
results of operations of Lamar Advertisingthe Company for the three monthssix-month and three-month periods
ended March 31,June 30, 2001 and 2000. 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 the
"Factors Affecting Future Operating Results" included in the Company's Annual
Report on Form 10-K10K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission on March 23, 2001.
RESULTS OF OPERATIONS
ThreeSix Months Ended March 31,June 30, 2001 Compared to ThreeSix Months Ended March 31,June 30, 2000
Net revenues increased $19.1$38.0 million or 12.6%11.7% to $170.4$362.2 million for the threesix
months ended March 31,June 30, 2001 as compared to the same period in 2000. This increase
was attributable to the Company's acquisitions during 20002001 and 20012000 and internal
growth within the Company's existing markets.
Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, increased $12.5$21.4 million or 14.4%12.2% for the threesix months ended
March 31,June 30, 2001 as compared to the same period in 2000. This was primarily the
result of the additional operating expenses related to the operations of acquired
outdoor advertising assets and
the continued development of the logo sign program.assets.
Depreciation and amortization expense increased $12.4$25.0 million or 17.0%16.8% from
$73.0$149.2 million for the threesix months ended March 31,June 30, 2000 to $85.4$174.2 million for the
threesix months ended March 31,June 30, 2001 as a result of an increase in capitalized assets
resulting from the Company's recent acquisition activity.
Due to the above factors, the Company's operating income decreased $5.9loss increased $7.5 million to
an operating loss of $14.3$8.0 million for threesix months ended March 31,June 30, 2001 from an
operating loss of $8.4$0.5 million for six months ended June 30, 2000. This change
was primarily due to the increase in depreciation and amortization.
Interest expense decreased $0.5 million from $69.3 million for the same period in 2000.
Interest expense increased $2.9 million from $32.9 million for the threesix months
ended March 31,June 30, 2000 to $35.8$68.8 million for the same period in 2001 as a result of
additional borrowings underdeclining interest rates during the Company's bank credit facility to fund increased
acquisition activity.
There was an income tax benefit of $15.3 million for the threesix months ended March 31,June 30, 2001 as compared
to an incomethe same period in 2000.
Income tax benefit increased $2.0 million creating a tax benefit of $12.0$21.7
million for the six months ended June 30, 2001 as compared to $19.7 million for
the same period in 2000. The effective tax rate for the threesix months ended March 31,June
30, 2001 is approximately 30.8%28.4% which is less than statutory rates due to permanent
differences resulting from non-deductible amortization of goodwill.
-10--11-
1314
As a result of the above factors, the Company recognized a net loss for the threesix
months ended March 31,June 30, 2001 of $34.3$54.7 million, as compared to a net loss of $29.0$49.4
million for the same period in 2000.
Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000
Revenues for the three months ended June 30, 2001 increased $18.8 million or
10.9% to $191.8 million from $173.0 million for the same period in 2000.
Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, for the three months ended June 30, 2001 increased $8.9
million or 10.0% over the same period in 2000.
Depreciation and amortization expense increased $12.6 million or 16.5% from
$76.2 million for three months ended June 30, 2000 to $88.8 million for the
three months ended June 30, 2001.
Operating income decreased $1.9 million to $6.0 million for the three months
ended June 30, 2001 as compared to $7.9 million for the same period in 2000.
Interest expense decreased $3.4 million from $36.4 million for the three months
ended June 30, 2000 to $33.0 million for the same period in 2001.
The Company recognized a net loss for the three months ended June 30, 2001 of
$20.4 million.
The results for the three months ended June 30, 2001 were affected by the same
factors as the six months ended June 30, 2001. Reference is made to the
discussion of the six 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 Class A common stock.debt and equity
securities.
During the threesix months ended March 31,June 30, 2001, the Company financed the cash portion
of its acquisition activity of approximately $101.6$227.3 million with borrowings
under the Company's bank credit facility. At March 31,June 30, 2001, following these
acquisitions, the Company had $308$269 million available under the revolving facilityRevolving
Facility and believes that this availability coupled with internally generated
funds will be sufficient for the foreseeable future to satisfy all debt service
obligations and to finance additional acquisition activity and current
operations.
The Company's net cash provided by operating activities decreased $6.2increased $8.4 million
from $54.3 million for the threesix months ended March 31,June 30, 2000 to $62.7 million for
the six months ended June 30, 2001 due primarily to an increase in net
loss of $5.3 million, an increase in receivables of $5.6 million and a decrease
in accrued expenses of $6.2 million. These changes were offset primarily by an
increase in noncash items
of $9.8$23.7 million, which includes an increase in depreciation and amortization of
$12.4$25.0 million offset by an increase in deferred tax benefit of $1.7 million and
a increase in gain or loss on disposition of assets of $0.9 million. The
increase in noncash items was offset by a decrease in net earnings of $5.3
million, a decrease in accrued expenses of $7.2 million and an increase in
the deferred
income tax benefitreceivables of $3.1$4.4 million. Net cash used in investing activities increased $12.4decreased
$12.3 million from $103.9$273.2 million for the threesix months ended March 31,June 30, 2000 to
$116.3$260.9 million for the same period in 2001. This increasedecrease was due to a
$19.5 million increase in acquisitions of new markets, offset by a $3.2 million
decrease in notes receivable, and a $3.4
million decrease in acquisition of outdoor advertising assets and a $6.8 million
decrease in
-12-
15
capital expenditures.expenditures and a $2.2 million increase in proceeds from disposition of
assets. Net cash provided by financing activities for the threesix months ended March 31,June
30, 2001 is $42.1$128.7 million primarily due to $42.0$81.0 million in net borrowings
under credit agreements used to finance acquisition activity and working capital
requirements during the period.
-11-
14period and $50.2 million net proceeds from issuance of
common stock which includes $48.0 million related to the issuance of 1.2 million
shares of Lamar Advertising Class A common stock in June 2001.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2000, the FASB issued SFAS No. 138, "Accounting for Derivative
Instruments and Hedging Activities - an amendment of FASB No. 133", which
established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
assets or liabilities in the statement of financial position and measure those
instruments at fair value. On January 1, 2001, the Company adopted SFAS No. 133.
The Company's adoption of SFAS No. 133 did not have any affect on the financial
position or results of operations in 2001.
In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement 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. Statement 142 will require 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 Statement 142. Statement 142 will also require 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.
The Company is required to adopt the provisions of Statement 141 immediately,
and Statement 142 effective January 1, 2002. Furthermore, goodwill and
intangible assets determined to have an indefinite useful life acquired in a
purchase business combination completed after June 30, 2001, but before
Statement 142 is adopted in full will not be amortized but will continue to be
evaluated for impairment in accordance with the appropriate pre-Statement 142
literature. The Company is currently assessing the impact of Statements 141 and
142 on its financial condition and results of operations.
LAMAR MEDIA CORP.
The following is a discussion of the consolidated financial condition and
results of operations of Lamar Media for the six month and three monthsmonth periods
ended March 31,June 30, 2001 and 2000. This discussion should be read in conjunction with
the consolidated financial statements of Lamar Media and the related notes.
The following discussion is a summary of the key factors management considers
necessary in reviewing Lamar Media's results of operations, liquidity and
capital resources. The future operating results of Lamar Media may differ
materially from the results described below. For a discussion of certain factors
which may affect Lamar Media's future operating performance, please refer to the
"Factors Affecting Future Operating Results" included in Lamar Media's Annual
Report on Form 10-K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission on March 23, 2001.
-13-
16
RESULTS OF OPERATIONS
ThreeSix Months Ended March 31,June 30, 2001 Compared to ThreeSix Months Ended March 31,June 30, 2000
Net revenues increased $19.1$38.0 million or 12.6%11.7% to $170.4$362.2 million for the threesix
months ended March 31,June 30, 2001 as compared to the same period in 2000. This increase
was attributable to Lamar Media's acquisitions during 20002001 and 20012000 and internal
growth within Lamar Media's existing markets.
Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, increased $12.9$22.1 million or 14.9%12.7% for the threesix months ended
March 31,June 30, 2001 as compared to the same period in 2000. This was primarily the
result of the additional operating expenses related to the operations of acquired
outdoor advertising assets and
the continued development of the logo sign program.assets.
Depreciation and amortization expense increased $12.2$24.9 million or 16.9% from
$72.3$147.5 million for the threesix months ended March 31,June 30, 2000 to $84.5$172.4 million for the
threesix months ended March 31,June 30, 2001 as a result of an increase in capitalized assets
resulting from Lamar Media's recent acquisition activity.
Due to the above factors, Lamar Media's operating loss increased $5.9income decreased $8.2 million
to an operating loss of $13.3$6.1 million for threesix months ended March 31,June 30, 2001 from
operating lossincome of $7.4$2.1 million for the same period in 2000. This change was
primarily due to the increase in depreciation and amortization.
Interest expense increased $0.4decreased $6.8 million from $32.9$69.3 million for the threesix months
ended March 31,June 30, 2000 to $33.3$62.5 million for the same period in 2001 as a result of
increased borrowings underdeclining interest rates during the bank credit facility used to find increased
acquisition activity offset bysix months ended June 30, 2001 and the
reduction ofin interest expense due to the cancellation of the $287.5 million note
payable to Lamar Advertising Company in January 2001.
There was an incomeIncome tax benefit decreased $0.2 million creating a tax benefit of $14.0$18.5
million for the threesix months ended March 31,June 30, 2001 as compared to an income tax benefit of $11.6$18.7 million for
the same period in 2000. The effective tax rate for the threesix months ended March 31,June
30, 2001 is approximately 30.3%27.2% which is less than statutory rates due to permanent
differences resulting from non-deductible amortization of goodwill.
As a result of the above factors, Lamar Media recognized a net loss for the threesix
months ended March 31,June 30, 2001 of $32.1$49.6 million, as compared to a net loss of $28.3$47.8
million for the same period in 2000.
-12-Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000
Net revenues increased $18.8 million or 10.9% to $191.8 million for the three
months ended June 30, 2001 as compared to the same period in 2000.
Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, increased $9.3 million or 10.5% for the three months
ended June 30, 2001 as compared to the same period in 2000.
Depreciation and amortization expense increased $12.7 million or 16.9% from
$75.2 million for the three months ended June 30, 2000 to $87.9 million for the
three months ended June 30, 2001.
-14-
1517
Due to the above factors, operating income decreased $2.5 million to operating
income of $7.0 million for three months ended June 30, 2001 from operating
income of $9.5 million for the same period in 2000.
Interest expense decreased $7.2 million from $36.4 million for the three months
ended June 30, 2000 to $29.2 million for the same period in 2001.
There was an income tax benefit of $4.6 million for the three months ended June
30, 2001 as compared to an income tax benefit of $7.1 million for the same
period in 2000.
As a result of the above factors, Lamar Media recognized a net loss for the
three months ended June 30, 2001 of $17.5 million, as compared to a net loss of
$19.4 million for the same period in 2000.
The results for the three months ended June 30, 2001 were affected by the same
factors as the six months ended June 30, 2001. Reference is made to the
discussion of the six months results.
-15-
18
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Lamar Advertising Company is exposed to interest rate risk in connection with
variable rate debt instruments issued by its wholly-owned subsidiary, Lamar
Media Corp. 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 March 31,June 30, 2001.
Loans under Lamar Media's new bank credit agreement 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
and Lamar Media are 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 new bank credit agreement. Increases in the interest rates
applicable to borrowings under the new bank credit agreement would result in
increased interest expense and a reduction in the Company's and Lamar Media's
net income and after tax cash flow.
At March 31,June 30, 2001, there was approximately $942$981 million of aggregate indebtedness
outstanding under the new bank credit agreement, or approximately 52.9%54.0% of the
Company's and 63.2%64.1% of Lamar Media's outstanding long-term debt on that date,
bearing interest at variable rates. The aggregate interest expense for the threesix
months ended March 31,June 30, 2001 with respect to borrowings under the new bank credit
agreement was $19.3$35.9 million, and the weighted average interest rate applicable
to borrowings under these credit facilities during the threesix months ended March 31,June 30,
2001 was 8.4%7.5%. Assuming that the weighted average interest rate was 200-basis
points higher (that is 10.4%9.5% rather than 8.4%7.5%), then the Company's and Lamar
Media's March 31,June 30, 2001 interest expense would have been approximately $4.6$9.7
million higher resulting in a $2.8$5.9 million decrease in the Company's and Lamar
Media's threesix months ended March 31,June 30, 2001 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 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 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.
-13--16-
1619
PART II - OTHER INFORMATION
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its annual meeting of stockholders on Thursday, May 24, 2001.
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 2002 Annual Meeting of Stockholders:
FOR WITHHELD
----------- ----------
Kevin P. Reilly, Jr. 213,294,295 12,341,163
Sean E. Reilly 213,662,795 11,972,663
Keith A. Istre 225,394,552 240,906
Charles W. Lamar, III 225,405,480 229,978
Gerald H. Marchand 225,410,580 224,878
Anna Reilly Cullinan 213,294,295 12,341,163
T. Everett Stewart, Jr. 225,406,052 229,406
Stephen P. Mumblow 225,402,980 232,478
John Maxwell Hamilton 225,410,780 224,678
Thomas Reifenheiser 225,411,680 223,778
Approval of the Amendment to the Company's 1996 Equity Incentive Plan to include
directors as eligible participants.
FOR AGAINST ABSTAIN
--- ------- -------
192,115,200 33,514,672 5,584
Approval of the Amendment to the Company's 1996 Equity Incentive Plan that sets
forth the maximum number of shares of restricted or unrestricted stock that may
be granted to a participant in any calendar year.
FOR AGAINST ABSTAIN
--- ------- -------
221,539,998 4,089,438 6,021
Approval of the Amendment to the Company's 1996 Equity Incentive Plan that
allows the establishment of performance goals for the granting of restricted or
unrestricted stock.
FOR AGAINST ABSTAIN
--- ------- -------
222,565,656 3,063,581 6,219
-17-
20
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
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 (File 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 Bylaws of theLamar Advertising 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 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 March 15,April 9, 2001
delivered by Lamar HardyBellows Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled additional
subsidiary guarantors. Filed herewith.
-14-
17
4.2 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 March 15,April 9, 2001
delivered by Lamar HardyBellows Outdoor Advertising, Inc. and, in
substantially
-18-
21
identical agreements, by the scheduled additional subsidiary
guarantors. Filed herewith.
4.3 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 March 15,April 9, 2001
delivered by Lamar HardyBellows Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled additional
subsidiary guarantors. Filed herewith.
10.1 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Lamar HardyBellows Outdoor Advertising, Inc. and,
in substantially identical agreements, by the scheduled
additional subsidiary guarantors, in favor of The Chase Manhattan
Bank, as Administrative Agent dated March
15,April 9, 2001. Filed
herewith.
(b) Reports on Form 8-K
Reports on Form 8-K were filed with the Commission during the firstsecond
quarter of 2001 to report the following items as of the dates
indicated:
On January 12,June 7, 2001, the Company filed a report on Form 8-K in order
to file an Underwriting Agreement dated January 11,June 4, 2001 among Lamar
Advertising Company, AMFM Operating Inc. and Deutsche Bank
SecuritiesBanc Alex
Brown Inc. and related exhibits for incorporation by reference
into the Registration Statement on Form S-3 of Lamar Advertising
Company previously filed with Securities and Exchange Commission
(File No. 333-48288 and File No. Commission 333-45490), which
Registration Statement wasStatements were declared effective by the Commission
on September 21, 2000. An
amendment to such Report on Form 8-K was filed on
January 16, 2001 to correct an error in the
Registration Number referenced in the Form 8-K.
-15-
182000 and November 2, 2000, respectively.
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: May 14,August 13, 2001 BY: /s/ Keith A. Istre
--------------------------------
Keith A. Istre
Chief Financial and Accounting
Officer, Treasurer and Director
LAMAR MEDIA CORP.
BY: /s/ Keith A. Istre
--------------------------------
Keith A. Istre
Chief Financial and Accounting
Officer, Treasurer and Director
-19-
1922
INDEX TO EXHIBIT
INDEX
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 (File 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 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 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 March 15, 2001
delivered by Lamar HardyEXHIBIT
NO. 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 (File 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 Bylaws 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, 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 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 April 9, 2001
delivered by Lamar Bellows Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled additional
subsidiary guarantors. Filed herewith.
4.2 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 April 9, 2001
delivered by Lamar Bellows Outdoor Advertising, Inc. and, in
substantially
20
4.2 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 March 15, 2001 delivered by
Lamar Hardy Outdoor Advertising, Inc. and, in substantially
identical agreements, by the scheduled additional subsidiary
guarantors. Filed herewith.
4.3 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 March 15, 2001
delivered by Lamar Hardy Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled additional
subsidiary guarantors. Filed herewith.
10.1 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Lamar Hardy Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled additional
subsidiary guarantors, in favor of The Chase Manhattan Bank, as
Administrative Agent dated March 15,23
identical agreements, by the scheduled additional subsidiary
guarantors. Filed herewith.
4.3 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 April 9, 2001
delivered by Lamar Bellows Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled additional
subsidiary guarantors. Filed herewith.
10.1 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Lamar Bellows Outdoor Advertising, Inc. and,
in substantially identical agreements, by the scheduled
additional subsidiary guarantors, in favor of The Chase Manhattan
Bank, as Administrative Agent dated April 9, 2001. Filed
herewith.