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Washington, D.C. 20549
Delaware (State or other jurisdiction of incorporation or organization) | 7311 Primary Standard Industrial Classification Code) | 72-1205791 (I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
Title of Each Class of | Amount to be | Offering | Aggregate | Registration | ||||||||
Securities to be Registered | Registered(1) | Price per Unit(1) | Offering Price(1) | Fee(1) | ||||||||
93/4% Senior Notes due 2014 | $350,000,000 | 100% | $350,000,000 | $19,530 | ||||||||
Guarantees of 93/4% Senior Notes due 2014(2) | n/a | n/a | n/a | n/a | ||||||||
(1) | This registration fee has been calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended. | |
(2) | No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to Rule 457(n) under the Securities Act of 1933, as amended. |
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State or Other | ||||||
Jurisdiction of | IRS Employer | |||||
Incorporation or | Identification | |||||
Exact Name of Registrant as Specified in its Charter | Organization | Number | ||||
American Signs, Inc. | Washington | 91-1642046 | ||||
Colorado Logos, Inc. | Colorado | 84-1480715 | ||||
Delaware Logos, L.L.C. | Delaware | 51-0392715 | ||||
Florida Logos, Inc. | Florida | 65-0671887 | ||||
Georgia Logos, L.L.C. | Georgia | 72-1469485 | ||||
Interstate Logos, L.L.C. | Louisiana | 72-1490893 | ||||
Kansas Logos, Inc. | Kansas | 48-1187701 | ||||
Kentucky Logos, LLC | Kentucky | 62-1839054 | ||||
Lamar Advantage GP Company, LLC | Delaware | 72-1490891 | ||||
Lamar Advantage Holding Company | Delaware | 76-0619569 | ||||
Lamar Advantage LP Company, LLC | Delaware | 76-0637519 | ||||
Lamar Advantage Outdoor Company, L.P. | Delaware | 74-2841299 | ||||
Lamar Advertising of Colorado Springs, Inc. | Colorado | 72-0931093 | ||||
Lamar Advertising of Kentucky, Inc. | Kentucky | 61-1306385 | ||||
Lamar Advertising of Louisiana, L.L.C. | Louisiana | 72-1462297 | ||||
Lamar Advertising of Michigan, Inc. | Michigan | 38-3376495 | ||||
Lamar Advertising of Oklahoma, Inc. | Oklahoma | 73-1178474 | ||||
Lamar Advertising of Penn, LLC | Delaware | 72-1462301 | ||||
Lamar Advertising of South Dakota, Inc. | South Dakota | 46-0446615 | ||||
Lamar Advertising of Youngstown, Inc. | Delaware | 23-2669670 | ||||
Lamar Advertising Southwest, Inc. | Nevada | 85-0113644 | ||||
Lamar Air, L.L.C. | Louisiana | 72-1277136 | ||||
Lamar Benches, Inc. | Oklahoma | 73-1524386 | ||||
Lamar Central Outdoor, LLC | Delaware | 20-2471691 | ||||
Lamar DOA Tennessee Holdings, Inc. | Delaware | 41-1991164 | ||||
Lamar DOA Tennessee, Inc. | Delaware | 41-1882464 | ||||
Lamar Electrical, Inc. | Louisiana | 72-1392115 | ||||
Lamar Florida, Inc. | Florida | 72-1467178 | ||||
Lamar I-40 West, Inc. | Oklahoma | 73-1498886 | ||||
Lamar Obie Corporation | Delaware | 33-1109314 | ||||
Lamar OCI North Corporation | Delaware | 38-2885263 | ||||
Lamar OCI South Corporation | Mississippi | 64-0520092 | ||||
Lamar Ohio Outdoor Holding Corp. | Ohio | 34-1597561 | ||||
Lamar Oklahoma Holding Company, Inc. | Oklahoma | 73-1474290 | ||||
Lamar Pensacola Transit, Inc. | Florida | 59-3391978 | ||||
Lamar T.T.R., L.L.C. | Arizona | 86-0928767 | ||||
Lamar Tennessee, L.L.C. | Tennessee | 72-1309007 | ||||
Lamar Texas Limited Partnership | Texas | 72-1309005 | ||||
LC Billboard, L.L.C. | Delaware | 63-1692342 | ||||
Louisiana Interstate Logos, L.L.C. | Louisiana | 26-3654514 | ||||
Maine Logos, L.L.C. | Maine | 72-1492985 | ||||
Michigan Logos, Inc. | Michigan | 38-3071362 | ||||
Minnesota Logos, Inc. | Minnesota | 41-1800355 |
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State or Other | ||||||
Jurisdiction of | IRS Employer | |||||
Incorporation or | Identification | |||||
Exact Name of Registrant as Specified in its Charter | Organization | Number | ||||
Mississippi Logos, L.L.C. | Mississippi | 72-1469487 | ||||
Missouri Logos, LLC | Missouri | 72-1485587 | ||||
Nebraska Logos, Inc. | Nebraska | 72-1137877 | ||||
Nevada Logos, Inc. | Nevada | 88-0373108 | ||||
New Jersey Logos, L.L.C. | New Jersey | 72-1469048 | ||||
New Mexico Logos, Inc. | New Mexico | 85-0446801 | ||||
O.B. Walls, Inc. | Oregon | 93-1013167 | ||||
Obie Billboard, LLC | Oregon | N/A | ||||
Ohio Logos, Inc. | Ohio | 72-1148212 | ||||
Oklahoma Logos, L.L.C. | Oklahoma | 72-1469103 | ||||
Outdoor Marketing Systems, Inc. | Pennsylvania | 23-2659279 | ||||
Outdoor Marketing Systems, LLC | Pennsylvania | N/A | ||||
Outdoor Promotions West, LLC | Delaware | 22-3598746 | ||||
Pennsylvania Logos, LLC | Pennsylvania | 26-4399994 | ||||
Premere Outdoor, Inc. | Illinois | 36-4459650 | ||||
Sale Point Posters, Inc. | New York | 11-1843539 | ||||
Seaboard Outdoor Advertising Co., Inc. | New York | 11-1749041 | ||||
South Carolina Logos, Inc. | South Carolina | 58-2152628 | ||||
Tennessee Logos, Inc. | Tennessee | 62-1649765 | ||||
Texas Logos, L.P. | Texas | 72-1490894 | ||||
The Lamar Company, L.L.C. | Louisiana | 72-1462298 | ||||
TLC Farms, L.L.C. | Louisiana | 20-0634874 | ||||
TLC Properties II, Inc. | Texas | 72-1336624 | ||||
TLC Properties, Inc. | Louisiana | 72-0640751 | ||||
TLC Properties, L.L.C. | Louisiana | 72-1417495 | ||||
Triumph Outdoor Holdings, LLC | Delaware | 13-3990438 | ||||
Triumph Outdoor Rhode Island, LLC | Delaware | 05-0500914 | ||||
Utah Logos, Inc. | Utah | 72-1148211 | ||||
Virginia Logos, LLC | Virginia | 62-1839208 | ||||
Vista Media Group, Inc. | Delaware | 95-4649086 | ||||
Washington Logos, L.L.C. | Washington | 73-1648809 |
(1) | The outstanding notes are, and the new notes will be, unconditionally guaranteed by the additional registrants listed above, each of which is a direct or indirect, wholly owned subsidiary of Lamar Media Corp. The address and telephone number for each of the additional registrants is 5551 Corporate Boulevard, Baton Rouge, Louisiana 70808 and(225) 926-1000. The primary standard industrial classification code number for each of the additional registrants is 7311. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
• | We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable. | |
• | You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer. | |
• | The exchange offer expires at 5:00 p.m., New York City time, on September 9, 2009, unless we extend the offer. We do not currently intend to extend the expiration date. | |
• | The exchange of outstanding notes for exchange notes in the exchange offer generally will not be a taxable event to a holder for United States federal income tax purposes. | |
• | We will not receive any proceeds from the exchange offer. |
• | The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission. |
• | The exchange notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the private offering of the outstanding notes. | |
• | The terms of the exchange notes to be issued in the exchange offer are substantially identical to the terms of the outstanding notes, except that the exchange notes will be freely tradable. | |
• | The exchange notes will be senior to any existing and future debt obligations that are expressly subordinated in right of payment to the exchange notes and will be effectively subordinated to all of our secured debt, including our senior credit facility. | |
• | The outstanding notes are, and the exchange notes will be, unconditionally guaranteed on a joint and several basis by substantially all of our existing and future domestic subsidiaries. | |
• | We do not intend to apply for listing of the exchange notes on any securities exchange or to arrange for them to be quoted on any quotation system. |
• | Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. |
• | This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. | |
• | We and the guarantors have agreed that, for a period of 180 days after consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” |
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• | the severity and length of the current economic recession and its effect on the markets in which we operate; | |
• | the levels of expenditures on advertising in general and outdoor advertising in particular; | |
• | risks and uncertainties relating to our significant indebtedness; | |
• | the demand for outdoor advertising; | |
• | our need for and ability to obtain additional funding for operations or acquisitions; | |
• | increased competition within the outdoor advertising industry; | |
• | the regulation of the outdoor advertising industry by federal, state and local governments; | |
• | our ability to renew expiring contracts at favorable rates; | |
• | the integration of companies that we acquire and our ability to recognize cost savings or operating efficiencies as a result of these acquisitions; | |
• | our ability to successfully implement our digital deployment strategy; and | |
• | changes in accounting principles, policies or guidelines. |
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• | Bulletinsare generally large, illuminated advertising structures that are located on major highways and target vehicular traffic. | |
• | Postersare generally smaller advertising structures that are located on major traffic arteries and city streets and target vehicular and pedestrian traffic. |
• | Logo signs generally advertise nearby gas, food, camping, lodging and other attractions. |
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* | All but one of our domestic subsidiaries (Missouri Logos, a partnership) is wholly owned. | |
** | All of our domestic subsidiaries (except Missouri Logos, a partnership) will unconditionally guarantee the notes. |
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General | In connection with the private offering, we entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed, among other things, to deliver this prospectus to you and to use our reasonable best efforts to complete an exchange offer for the outstanding notes. | |
Exchange Offer | We are offering to exchange $350,000,000 principal amount of exchange notes, which have been registered under the Securities Act, for $350,000,000 principal amount of outstanding notes. | |
The outstanding notes may be exchanged only in multiples of $1,000. | ||
Resale of the Exchange Notes | Based on the position of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in certain interpretive letters issued to third parties in other transactions, we believe that the exchange notes acquired in this exchange offer may be freely traded without compliance with the provisions of the Securities Act, if: | |
• you are acquiring the exchange notes in the ordinary course of your business, | ||
• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes, and | ||
• you are not our affiliate as defined in Rule 405 of the Securities Act. | ||
If you fail to satisfy any of these conditions, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes. | ||
Broker-dealers that acquired outstanding notes directly from us, but not as a result of market-making activities or other trading activities, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the exchange notes. See “Plan of Distribution.” | ||
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for outstanding notes that it acquired as a result of market-making or other trading activities must deliver a prospectus in connection with any resale of the exchange notes and provide us with a signed acknowledgement of this obligation. | ||
Expiration Date | This exchange offer will expire at 5:00 p.m., New York City time, on September 9, 2009, unless we extend the offer. |
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Conditions to the Exchange Offer | The exchange offer is subject to limited, customary conditions, which we may waive. | |
Procedures for Tendering Outstanding Notes | If you wish to accept the exchange offer, you must deliver to the exchange agent, before the expiration of the exchange offer: | |
• either a completed and signed letter of transmittal or, for outstanding notes tendered electronically, an agent’s message from The Depository Trust Company (“DTC”), Euroclear or Clearstream stating that the tendering participant agrees to be bound by the letter of transmittal and the terms of the exchange offer, | ||
• your outstanding notes, either by tendering them in physical form or by timely confirmation of book-entry transfer through DTC, Euroclear or Clearstream, and | ||
• all other documents required by the letter of transmittal. | ||
If you hold outstanding notes through DTC, Euroclear or Clearstream, you must comply with their standard procedures for electronic tenders, by which you will agree to be bound by the letter of transmittal. | ||
By signing, or by agreeing to be bound by, the letter of transmittal, you will be representing to us that: | ||
• you will be acquiring the exchange notes in the ordinary course of your business, | ||
• you have no arrangement or understanding with any person to participate in the distribution of the exchange notes, and | ||
• you are not our affiliate as defined under Rule 405 of the Securities Act. | ||
See “The Exchange Offer — Procedures for Tendering.” | ||
Guaranteed Delivery Procedures for Tendering Outstanding Notes | If you cannot meet the expiration deadline or you cannot deliver your outstanding notes, the letter of transmittal or any other documentation to comply with the applicable procedures under DTC, Euroclear or Clearstream standard operating procedures for electronic tenders in a timely fashion, you may tender your notes according to the guaranteed delivery procedures set forth under “The Exchange Offer — Guaranteed Delivery Procedures.” | |
Special Procedures for Beneficial Holders | If you beneficially own outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offer, you should contact that registered holder promptly and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either arrange to have the outstanding notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. |
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Acceptance of Outstanding Notes and Delivery of Exchange Notes | We will accept any outstanding notes that are properly tendered for exchange before 5:00 p.m., New York City time, on the day this exchange offer expires. The exchange notes will be delivered promptly after expiration of this exchange offer. | |
Exchange Date | We will notify the exchange agent of the date of acceptance of the outstanding notes for exchange. | |
Withdrawal Rights | If you tender your outstanding notes for exchange in this exchange offer and later wish to withdraw them, you may do so at any time before 5:00 p.m., New York City time, on the day this exchange offer expires. | |
Consequences if You Do Not Exchange Your Outstanding Notes | Outstanding notes that are not tendered in the exchange offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to sell the outstanding notes unless: | |
• an exemption from the requirements of the Securities Act is available to you, | ||
• we register the resale of outstanding notes under the Securities Act, or | ||
• the transaction requires neither an exemption from nor registration under the requirements of the Securities Act. | ||
After the completion of the exchange offer, we will no longer have any obligation to register the outstanding notes, except in limited circumstances. | ||
Accrued Interest on the Outstanding Notes | Any interest that has accrued on an outstanding note before its exchange in this exchange offer will be payable on the exchange note on the first interest payment date after the completion of this exchange offer. | |
United States Federal Income Tax Considerations | The exchange of the outstanding notes for the exchange notes generally will not be a taxable event for United States federal income tax purposes. See “Material United States Federal Income Tax Considerations.” | |
Exchange Agent | The Bank of New York Mellon Trust Company, N.A. is serving as the exchange agent. Its address and telephone number are provided in this prospectus under the heading “The Exchange Offer — Exchange Agent.” | |
Use of Proceeds | We will not receive any cash proceeds from this exchange offer. See “Use of Proceeds.” | |
Registration Rights Agreement | When we issued the outstanding notes on March 27, 2009, we and the guarantors entered into a registration rights agreement with the initial purchasers of the outstanding notes. Under the terms of the registration rights agreement, we agreed to use our reasonable best efforts to cause to become effective a registration statement with respect to an offer to exchange the outstanding notes for other |
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freely tradable notes issued by us and that are registered with the Commission and that have substantially identical terms as the outstanding notes. If we fail to effect the exchange offer, we will use our reasonable best efforts to file and cause to become effective a shelf registration statement related to resales of the outstanding notes. We will be obligated to pay additional interest on the outstanding notes if we do not complete the exchange offer by October 3, 2009, or, if required, the shelf registration statement is not declared effective by October 3, 2009. See “Registration Rights Agreement.” | ||
Accounting Treatment | We will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer in accordance with generally accepted accounting principles. See “The Exchange Offer — Accounting Treatment.” |
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• | the exchange notes will be registered under the Securities Act and therefore will not bear legends restricting their transfer; and | |
• | specified rights under the registration rights agreement, including the provisions providing for registration rights and the payment of additional interest in specified circumstances, will be limited or eliminated. |
Issuer | Lamar Media Corp. | |
Securities Offered | $350,000,000 principal amount of 93/4% Senior Notes due 2014. | |
Maturity Date | April 1, 2014 | |
Interest Rate | 93/4% per year | |
Interest Payment Date | April 1 and October 1 of each year, beginning on October 1, 2009. Interest will accrue from March 27, 2009. | |
Guarantees | Substantially all of our existing and future domestic subsidiaries will unconditionally guarantee the notes. | |
Ranking | The notes will be our general unsecured obligations and will rank senior to all of our existing and future debt that is expressly subordinated in right of payment to the notes, including our 71/4% Senior Subordinated Notes due 2013, our 65/8% Senior Subordinated Notes due 2015, our 65/8% Senior Subordinated Notes due 2015 — Series B, and our 65/8% Senior Subordinated Notes due 2015 — Series C. The notes will rank equally with all of our existing and future liabilities that are not so subordinated and will be effectively subordinated to all of our secured debt (to the extent of the value of the collateral securing such debt), including our senior credit facility, and structurally subordinated to all of the liabilities of any of our subsidiaries that do not guarantee the notes. | |
The guarantees will be generally unsecured obligations of the guarantors and will rank senior to all their existing and future debt that is expressly subordinated in right of payment to the guarantees. The guarantees will rank equally with all existing and future liabilities of such guarantors that are not so subordinated and will be effectively subordinated to all of such guarantors’ secured debt (to the extent of the collateral securing such debt), including their guarantees of our senior credit facility. | ||
As of June 30, 2009 we had $2.8 billion of outstanding debt, of which approximately $1.3 billion was secured debt (excluding approximately $143 million of unused revolving commitments under our revolving senior credit facility) and approximately $1.3 billion of which was subordinated to the notes. On April 2, 2009, we entered into Amendment No. 4 to our existing senior credit facility. For more details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — |
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Liquidity and Capital Resources — Sources of Cash — Credit Facilities.” | ||
Optional Redemption | We may redeem some or all of the notes at any time prior to April 1, 2014 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. We may also redeem up to 35% of the aggregate principal amount of the notes using the proceeds from certain public equity offerings completed before April 1, 2012 so long as at least 65% of the aggregate principal amount of notes originally issued remains outstanding. See “Description of Exchange Notes — Optional Redemption.” | |
Change of Control and Asset Sales | If we or Lamar Advertising experience specific kinds of changes of control or we sell assets under certain circumstances, we will be required to make an offer to purchase the notes at the prices listed in “Description of Exchange Notes — Certain Covenants — Change of Control” and “Description of Exchange Notes — Certain Covenants — Limitations on Certain Asset Sales.” We may not have sufficient funds available at the time of any change of control to effect the purchase. | |
Material Covenants | The indenture restricts our ability and the ability of our restricted subsidiaries to, among other things: | |
• incur additional debt and issue preferred stock; | ||
• make certain distributions, investments and other restricted payments; | ||
• create certain liens; | ||
• enter into transactions with affiliates; | ||
• agree to any restrictions on the ability of restricted subsidiaries to make payments to us; | ||
• merge, consolidate or sell substantially all of our assets; and | ||
• sell assets. | ||
These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of Exchange Notes” in this prospectus. As of June 30, 2009, for example, the total amount available to us for making restricted payments would have been approximately $1.1 billion (subject to covenant restrictions). | ||
Original Issue Discount | The outstanding notes were issued with original issue discount for United States federal income tax purposes. This original issue discount will carry over to the exchange notes. As a result, U.S. holders of the exchange notes generally will be required to include original issue discount in gross income in advance of receipt of the cash attributable to that income. For more details, see “Material United States Federal Income Tax Considerations.” |
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Six Months Ended | ||||||||||||||||||||||||||||
Year Ended December 31, | June 30, | |||||||||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | 2008 | 2009 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||
Net revenues | $ | 883,510 | $ | 1,021,656 | $ | 1,120,091 | $ | 1,209,555 | $ | 1,198,419 | $ | 606,595 | $ | 521,984 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||
Direct advertising expenses | 302,157 | 353,139 | 390,561 | 408,397 | 436,556 | 214,892 | 199,735 | |||||||||||||||||||||
General and administrative expenses | 187,956 | 212,262 | 247,916 | 269,833 | 256,719 | 134,732 | 115,836 | |||||||||||||||||||||
Depreciation and amortization | 294,056 | 290,089 | 301,685 | 306,879 | 331,654 | 156,996 | 169,263 | |||||||||||||||||||||
Gain on disposition of assets | (1,067 | ) | (1,119 | ) | (10,862 | ) | (3,914 | ) | (7,363 | ) | (3,012 | ) | (1,873 | ) | ||||||||||||||
Total operating expenses | 783,102 | 854,371 | 929,300 | 981,195 | 1,017,566 | 503,608 | 482,961 | |||||||||||||||||||||
Operating income | 100,408 | 167,285 | 190,791 | 228,360 | 180,853 | 102,987 | 39,023 | |||||||||||||||||||||
Gain on disposition of investment | — | — | — | (15,448 | ) | (1,814 | ) | (1,533 | ) | — | ||||||||||||||||||
Interest expense, net | 64,425 | 80,345 | 109,806 | 158,609 | 156,716 | 78,633 | 87,899 | |||||||||||||||||||||
Loss on debt extinguishment | — | 3,982 | — | — | — | — | — | |||||||||||||||||||||
Income (loss) before income taxes | 35,983 | 82,958 | 80,985 | 85,199 | 25,951 | 25,887 | (48,876 | ) | ||||||||||||||||||||
Income tax expense (benefit) | 11,764 | 35,488 | 35,753 | 38,198 | 14,914 | 12,330 | (16,946 | ) | ||||||||||||||||||||
Net income (loss) | $ | 24,219 | $ | 47,470 | $ | 45,232 | $ | 47,001 | $ | 11,037 | $ | 13,557 | $ | (31,930 | ) | |||||||||||||
Other financial data: | ||||||||||||||||||||||||||||
EBITDA(1) | $ | 394,464 | $ | 453,392 | $ | 492,476 | $ | 550,687 | $ | 514,321 | $ | 261,516 | $ | 208,286 | ||||||||||||||
EBITDA margin(2) | 45 | % | 44 | % | 44 | % | 46 | % | 43 | % | 43 | % | 40 | % | ||||||||||||||
Ratio of EBITDA to interest expense, net(3) | 6.1 | x | 5.6 | x | 4.5 | x | 3.5 | x | 3.3 | x | 3.3 | x | 2.4 | x | ||||||||||||||
Ratio of total debt to EBITDA(4) | 3.5 | x | 3.5 | x | 4.0 | x | 4.9 | x | 5.5 | x | N/A | N/A | ||||||||||||||||
Ratio of total debt (excluding mirror note) to EBITDA(5) | 3.5 | x | 2.8 | x | 3.5 | x | 4.4 | x | 5.0 | x | N/A | N/A | ||||||||||||||||
Ratio of earnings to fixed charges(6) | 1.3 | x | 1.6 | x | 1.5 | x | 1.4 | x | 1.1 | x | 1.2 | x | 0.6 | x |
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As of December 31, | As of June 30, | |||||||||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | 2008 | 2009 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Balance sheet data: | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 44,201 | $ | 19,419 | $ | 11,796 | $ | 76,048 | $ | 14,139 | $ | 12,059 | $ | 12,804 | ||||||||||||||
Working capital | 43,626 | 103,110 | 103,891 | 146,385 | 95,550 | 126,584 | 68,071 | |||||||||||||||||||||
Total assets | 3,672,462 | 3,717,055 | 3,895,987 | 4,053,229 | 4,098,067 | 4,163,378 | 3,982,465 | |||||||||||||||||||||
Long term debt (including current maturities) | 1,372,434 | 1,576,326 | 1,990,468 | 2,725,770 | �� | 2,836,358 | 2,911,220 | 2,751,806 | ||||||||||||||||||||
Long term debt, less mirror note (including current maturities)(5) | 1,372,434 | 1,288,826 | 1,702,968 | 2,438,270 | 2,548,858 | 2,623,720 | 2,751,806 | |||||||||||||||||||||
Stockholder’s equity | 1,988,739 | 1,769,716 | 1,492,467 | 886,088 | 817,011 | 817,590 | 796,154 |
(1) | EBITDA is defined as earnings (loss) before interest, taxes, depreciation and amortization. EBITDA represents a measure that we believe is customarily used by investors and analysts to evaluate the financial performance of companies in the media industry. Our management also believes that EBITDA is useful in evaluating our core operating results. However, EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States of America and should not be considered an alternative to operating income or net income as an indicator of our operating performance or to net cash provided by operating activities as a measure of our liquidity. Because EBITDA is not calculated identically by all companies, the presentation in this prospectus may not be comparable to those disclosed by other companies. In addition, the definition of EBITDA differs from the definition of EBITDA applicable to the covenants for the notes. | |
Below is a table that reconciles EBITDA to net income (loss): |
Six Months Ended | ||||||||||||||||||||||||||||
Year Ended December 31, | June 30, | |||||||||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | 2008 | 2009 | ||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||
EBITDA | $ | 394,464 | $ | 453,392 | $ | 492,476 | $ | 550,687 | $ | 514,321 | $ | 261,516 | $ | 208,286 | ||||||||||||||
Depreciation and amortization | 294,056 | 290,089 | 301,685 | 306,879 | 331,654 | 156,996 | 169,263 | |||||||||||||||||||||
Interest expense, net | 64,425 | 80,345 | 109,806 | 158,609 | 156,716 | 78,633 | 87,899 | |||||||||||||||||||||
Income tax expense (benefit) | 11,764 | 35,488 | 35,753 | 38,198 | 14,914 | 12,330 | (16,946 | ) | ||||||||||||||||||||
Net income (loss) | $ | 24,219 | $ | 47,470 | $ | 45,232 | $ | 47,001 | $ | 11,037 | $ | 13,557 | $ | (31,930 | ) | |||||||||||||
(2) | EBITDA margin is defined as EBITDA divided by net revenues. | |
(3) | Ratio of EBITDA to interest expense is defined as EBITDA divided by net interest expense. | |
(4) | Ratio of total debt to EBITDA is defined as total debt divided by EBITDA. | |
(5) | On September 30, 2005, we issued a subordinated note in aggregate principal amount of $287.5 million to our parent Lamar Advertising (the “mirror note”). The mirror note is subordinated to all of our currently outstanding indebtedness and will be subordinated to the notes offered hereby. Ratio of total debt (excluding mirror note) to EBITDA is defined as total debt excluding the principal amount of the mirror note to Lamar Advertising divided by EBITDA. The mirror note was paid off on June 30, 2009. | |
(6) | The ratio of earnings to fixed charges is defined as earnings divided by fixed charges. For purposes of this ratio, earnings is defined as net income (loss) before income taxes and cumulative effect of a change in accounting principle and fixed charges. Fixed charges is defined as the sum of interest expense, preferred stock dividends and the component of rental expense that we believe to be representative of the interest factor for those amounts. |
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• | certificates for outstanding notes or a book-entry confirmation of a book-entry transfer of outstanding notes into the exchange agent’s account at DTC, New York, New York as a depository, including an agent’s message, as defined in this prospectus, if the tendering holder does not deliver a letter of transmittal; | |
• | a complete and signed letter of transmittal, or facsimile copy, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message in place of the letter of transmittal; and | |
• | any other documents required by the letter of transmittal. |
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• | the number of holders of the exchange notes; | |
• | the interest of securities dealers in making a market for the exchange notes; | |
• | the overall market for high yield securities; | |
• | our financial performance or prospects; and | |
• | the prospects for companies in our industry generally. |
• | make it more difficult for us to comply with the financial covenants in our senior credit facility, which could result in a default and an acceleration of all amounts outstanding under the facility; | |
• | limit the cash flow available to fund our working capital, capital expenditures or other general corporate requirements; | |
• | limit our ability to obtain additional financing to fund future working capital, capital expenditures or other general corporate requirements; | |
• | place us at a competitive disadvantage relative to those of our competitors that have less debt; | |
• | force us to seek and obtain alternate or additional sources of funding, which may be unavailable, or may be on less favorable terms, or may require the consent of lenders under our senior credit facility or the holders of our other debt; | |
• | limit our flexibility in planning for, or reacting to, changes in our business and industry; and | |
• | increase our vulnerability to general adverse economic and industry conditions. |
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• | incur or repay debt; | |
• | dispose of assets; | |
• | create liens; | |
• | make investments; | |
• | enter into affiliate transactions; and | |
• | pay dividends and make inter-company distributions. |
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• | was insolvent or rendered insolvent by reason of such incurrence; | |
• | was engaged in a business or transaction for which such subsidiary guarantor’s remaining assets constituted unreasonably small capital; or | |
• | intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. |
• | the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; | |
• | the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or | |
• | it could not pay its debts as they become due. |
• | a widespread reallocation of advertising expenditures to other available media by significant users of our displays; and | |
• | a decline in the amount spent on advertising in general or outdoor advertising in particular. |
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• | elect Lamar Advertising’s entire board of directors; | |
• | control Lamar Advertising’s management and policies; and | |
• | determine the outcome of any corporate transaction or other matter requiring stockholder approval, including charter amendments, mergers, consolidations and asset sales. |
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As of June 30, | ||||
2009 | ||||
(Dollars in | ||||
thousands) | ||||
Cash and cash equivalents | $ | 12,804 | ||
Current maturities of long-term debt(1) | 96,468 | |||
Long-term debt, less current maturities: | ||||
Senior Credit Facility(1) | 1,080,712 | |||
Senior Notes offered hereby (gross proceeds) | 316,267 | |||
71/4% Senior Subordinated Notes due 2013 | 387,026 | |||
65/8% Senior Subordinated Notes due 2015 | 400,000 | |||
65/8% Senior Subordinated Notes due 2015 — Series B | 204,316 | |||
65/8% Senior Subordinated Notes due 2015 — Series C | 263,301 | |||
Other long-term debt | 3,716 | |||
Total long-term debt, less current maturities | 2,655,338 | |||
Total stockholder’s equity | 796,154 | |||
Total capitalization | 3,547,960 | |||
(1) | Amounts shown consist of $365 million outstanding under our original term loan facility, $766 million outstanding in term loans issued under our incremental loan facility and $45 million outstanding under our revolving credit facility. As of June 30, 2009 we had $143.2 million available to borrow under the revolving credit facility. Our senior credit facility also includes a $300 million incremental facility under which we can request additional commitments from our lenders. Our lenders have no obligation to make any additional commitments to us under this facility. |
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Six Months Ended | ||||||||||||||||||||||||||||
Year Ended December 31, | June 30, | |||||||||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | 2008 | 2009 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||
Net revenues | $ | 883,510 | $ | 1,021,656 | $ | 1,120,091 | $ | 1,209,555 | $ | 1,198,419 | $ | 606,595 | $ | 521,984 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||
Direct advertising expenses | 302,157 | 353,139 | 390,561 | 408,397 | 436,556 | 214,892 | 199,735 | |||||||||||||||||||||
General and administrative expenses | 187,956 | 212,262 | 230,010 | 242,345 | 247,714 | 127,363 | 109,095 | |||||||||||||||||||||
Non-cash compensation | — | — | 17,906 | 27,488 | 9,005 | 7,369 | 6,741 | |||||||||||||||||||||
Depreciation and amortization | 294,056 | 290,089 | 301,685 | 306,879 | 331,654 | 156,996 | 169,263 | |||||||||||||||||||||
Gain on disposition of assets | (1,067 | ) | (1,119 | ) | (10,862 | ) | (3,914 | ) | (7,363 | ) | (3,012 | ) | (1,873 | ) | ||||||||||||||
Total operating expenses | 783,102 | 854,371 | 929,300 | 981,195 | 1,017,566 | 503,608 | 482,961 | |||||||||||||||||||||
Operating income | 100,408 | 167,285 | 190,791 | 228,360 | 180,853 | 102,987 | 39,023 | |||||||||||||||||||||
Interest expense, net | 64,425 | 80,345 | 109,806 | 158,609 | 156,716 | 78,633 | 87,899 | |||||||||||||||||||||
Gain on disposition of investment | — | — | — | (15,448 | ) | (1,814 | ) | (1,533 | ) | — | ||||||||||||||||||
Loss on debt extinguishment | — | 3,982 | — | — | — | — | — | |||||||||||||||||||||
Income (loss) before income taxes | 35,983 | 82,958 | 80,985 | 85,199 | 25,951 | 25,887 | (48,876 | ) | ||||||||||||||||||||
Income tax expense (benefit) | 11,764 | 35,488 | 35,753 | 38,198 | 14,914 | 12,330 | (16,946 | ) | ||||||||||||||||||||
Net income (loss) | $ | 24,219 | $ | 47,470 | $ | 45,232 | $ | 47,001 | $ | 11,037 | $ | 13,557 | $ | (31,930 | ) | |||||||||||||
Other data (as of end of period): | ||||||||||||||||||||||||||||
Total billboard displays | 150,814 | 151,245 | 150,753 | 150,973 | 159,393 | 161,674 | 153,363 | |||||||||||||||||||||
Total logo displays | 95,694 | 98,255 | 94,636 | 99,681 | 101,336 | 101,556 | 93,622 | |||||||||||||||||||||
Total transit displays | 9,907 | 31,330 | 31,156 | 28,519 | 29,100 | 28,855 | 26,703 |
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As of December 31, | As of June 30, | |||||||||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | 2008 | 2009 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Balance sheet data: | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 44,201 | $ | 19,419 | $ | 11,796 | $ | 76,048 | $ | 14,139 | $ | 12,059 | $ | 12,804 | ||||||||||||||
Working capital | 43,626 | 103,110 | 103,891 | 146,385 | 95,550 | 126,584 | 68,071 | |||||||||||||||||||||
Total assets | 3,672,462 | 3,717,055 | 3,895,987 | 4,053,229 | 4,098,067 | 4,163,378 | 3,982,465 | |||||||||||||||||||||
Long term debt (including current maturities) | 1,372,434 | 1,576,326 | 1,990,468 | 2,725,770 | 2,836,358 | 2,911,220 | 2,751,806 | |||||||||||||||||||||
Long term debt, less mirror note (including current maturities)(1) | 1,372,434 | 1,288,826 | 1,702,968 | 2,438,270 | 2,548,858 | 2,623,720 | 2,751,806 | |||||||||||||||||||||
Stockholder’s equity | 1,988,739 | 1,769,716 | 1,492,467 | 886,088 | 817,011 | 817,590 | 796,154 |
(1) | On September 30, 2005, we issued a subordinated note in aggregate principal amount of $287.5 million to our parent Lamar Advertising (the “mirror note”). The mirror note is subordinated to all of our currently outstanding indebtedness and will be subordinated to the notes offered hereby. Ratio of total debt (excluding mirror note) to EBITDA is defined as total debt excluding the principal amount of the mirror note to Lamar Advertising divided by EBITDA. The mirror note was paid-off on June 30, 2009. |
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six Months Ended | ||||||||||||||||||||
Year Ended December 31, | June 30, | |||||||||||||||||||
2008 | 2007 | 2006 | 2009 | 2008 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Total Capital Expenditures: | ||||||||||||||||||||
Billboard — traditional | $ | 58,064 | $ | 68,664 | $ | 75,501 | $ | 5,061 | $ | 39,790 | ||||||||||
Billboard — digital | 103,701 | 92,093 | 81,270 | 8,247 | 50,036 | |||||||||||||||
Logos | 7,606 | 10,190 | 8,978 | 2,071 | 3,116 | |||||||||||||||
Transit | 1,018 | 2,047 | 1,119 | 3,010 | 348 | |||||||||||||||
Land and buildings | 11,240 | 31,463 | 34,384 | 384 | 6,156 | |||||||||||||||
PP&E | 16,441 | 16,077 | 22,098 | 2,698 | 8,167 | |||||||||||||||
Total capital expenditures | $ | 198,070 | $ | 220,534 | $ | 223,350 | $ | 21,471 | $ | 107,613 | ||||||||||
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Six Months Ended | ||||
June 30, 2008 | ||||
(In thousands) | ||||
Reported net revenue | $ | 606,595 | ||
Acquisition net revenue | 14,406 | |||
Acquisition-adjusted net revenue | $ | 621,001 | ||
Six Months Ended | ||||||||
June 30, | ||||||||
2009 | 2008 | |||||||
(In thousands) | ||||||||
Reported net revenue | $ | 521,984 | $ | 606,595 | ||||
Acquisition net revenue | — | 14,406 | ||||||
Adjusted totals | $ | 521,984 | $ | 621,001 | ||||
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Year Ended December 31, | ||||||||
2008 | 2007 | |||||||
(In thousands) | ||||||||
Reported net revenue | $ | 1,198,419 | $ | 1,209,555 | ||||
Acquisition net revenue | — | 28,473 | ||||||
Adjusted totals | $ | 1,198,419 | $ | 1,238,028 | ||||
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Year Ended December 31, | ||||||||
2007 | 2006 | |||||||
(In thousands) | ||||||||
Reported net revenue | $ | 1,209,555 | $ | 1,120,091 | ||||
Acquisition net revenue | — | 6,915 | ||||||
Adjusted totals | $ | 1,209,555 | $ | 1,127,006 | ||||
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• | up to $1.3 billion of indebtedness under our senior credit facility; | |
• | currently outstanding indebtedness or debt incurred to refinance outstanding debt; | |
• | inter-company debt between us and our subsidiaries or between subsidiaries; | |
• | certain purchase money indebtedness and capitalized lease obligations to acquire or lease property in the ordinary course of business that cannot exceed the greater of $20 million or 5% of our net tangible assets; and | |
• | additional debt not to exceed $40 million. |
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• | a total debt ratio, defined as total consolidated debt to EBITDA, as defined below, for the most recent four fiscal quarters as set forth below: |
Period | Ratio | |
Amendment No. 4 Effective Date through and including March 31, 2009 | 7.25 to 1.00 | |
Thereafter through and including June 30, 2009 | 7.50 to 1.00 | |
Thereafter through and including June 30, 2010 | 7.75 to 1.00 | |
Thereafter through and including December 31, 2010 | 7.50 to 1.00 | |
Thereafter through and including March 31, 2011 | 7.00 to 1.00 | |
Thereafter through and including June 30, 2011 | 6.75 to 1.00 | |
Thereafter through and including September 30, 2011 | 6.25 to 1.00 | |
Thereafter | 6.00 to 1.00 |
• | a senior debt ratio, defined as total senior debt to EBITDA, as defined below, for the most recent four fiscal quarters as set forth below: |
Period | Ratio | |
Amendment No. 4 Effective Date through and including March 31, 2009 | 4.00 to 1.00 | |
Thereafter through and including March 31, 2010 | 4.25 to 1.00 | |
Thereafter through and including September 30, 2010 | 4.00 to 1.00 | |
Thereafter through and including December 31, 2010 | 3.75 to 1.00 | |
Thereafter through and including March 31, 2011 | 3.50 to 1.00 | |
Thereafter through and including September 30, 2011 | 3.25 to 1.00 | |
Thereafter through and including December 30, 2011 | 3.00 to 1.00 | |
Thereafter | 2.00 to 1.00 |
• | a fixed charges coverage ratio, defined as EBITDA (as defined below), for the most recent four fiscal quarters to the sum of (1) the total payments of principal and interest on debt for such period, plus (2) capital expenditures made during such period, plus (3) income and franchise tax payments made during such period, plus (4) dividends, of greater than 1.05 to 1. |
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Carrying Value of Goodwill | ||||||||
December 31, | December 31, | |||||||
2008 | 2007 | |||||||
(In thousands) | ||||||||
Billboard operations | $ | 1,406,254 | $ | 1,366,098 | ||||
Logo operations | 961 | 961 | ||||||
Consolidated | ||||||||
Lamar | ||||||||
Advertising | ||||||||
Equity Book | Market | |||||||
Value | Capitalization(1) | |||||||
(In thousands) | ||||||||
Aggregate value as of December 31, 2008 | $ | 860,251 | $ | 1,200,541 |
(1) | Market capitalization was calculated using a10-day average of the closing prices of the Class A common stock beginning 5 trading days prior to the measurement date. |
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Revenue | EBITDA | |||||||||||||||
5 Year Projected | 5 Year Projected | |||||||||||||||
Historical* | Rate | Historical* | Rate | |||||||||||||
Billboard operations | 7.9 | % | 2.5 | % | 6.9 | % | 3.5 | % | ||||||||
Logo operations | 4.5 | % | 3.0 | % | 2.0 | % | 1.5 | % |
* | Calculated based on the Company’s historical results from 2004 to 2008. |
Equity Book Value | Fair Value(1) | |||||||
(In thousands) | ||||||||
Aggregate value as of December 31, 2008 | $ | 817,011 | $ | 1,940,030 |
(1) | Fair Value is calculated using the discounted cash flow analysis described above. |
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• | Bulletinsare generally large, illuminated advertising structures that are located on major highways and target vehicular traffic. | |
• | Postersare generally smaller advertising structures that are located on major traffic arteries and city streets and target vehicular and pedestrian traffic. |
• | Logo signsgenerally advertise nearby gas, food, camping, lodging and other attractions. | |
• | We are the largest provider of logo signs in the United States, operating 21 of the 27 privatized state logo sign contracts. As of June 30, 2009, we operated over 93,500 logo sign advertising displays in 21 states and Canada. |
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Colorado | Maine | Nebraska | Oklahoma | |||
Delaware | Michigan | Nevada | Pennsylvania | |||
Georgia | Minnesota | New Jersey | South Carolina | |||
Kansas | Mississippi | New Mexico | Utah | |||
Kentucky | Missouri(1) | Ohio | Virginia | |||
Louisiana |
(1) | The logo sign contract in Missouri is operated by a 662/3% owned partnership. |
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• | Larger outdoor advertising providers, such as (i) Clear Channel Outdoor Holdings, Inc., which operates billboards, street furniture displays, transit displays and otherout-of-home advertising displays in North America and worldwide and (ii) CBS Outdoor, a division of CBS Corporation, which operates traditional outdoor, street furniture and transit advertising properties in North America and worldwide. Clear Channel Outdoor and CBS Outdoor each have corporate relationships with large media conglomerates and may have greater total resources, product offerings and opportunities for cross-selling than we do. | |
• | Other forms of media, such as broadcast and cable television, radio, print media, direct mail marketing, telephone directories and the Internet. | |
• | An increasing variety ofout-of-home advertising media, such as advertising displays in shopping centers, malls, airports, stadiums, movie theaters and supermarkets and advertising displays on taxis, trains and buses. |
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Percentage of Net Billboard | ||||
Categories | Advertising Revenues | |||
Restaurants | 13 | |||
Retailers | 9 | |||
Health Care | 8 | |||
Service | 7 | |||
Gaming | 7 | |||
Amusement | 6 | |||
Automotive | 6 | |||
Hotels and Motels | 6 | |||
Financial | 5 | |||
Real Estate | 4 | |||
71 |
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Name | Age | Title | ||||
Kevin P. Reilly, Jr. | 54 | President, Chief Executive Officer and Director | ||||
Keith A. Istre | 56 | Treasurer, Chief Financial Officer and Director | ||||
Sean Reilly | 47 | Chief Operating Officer and Director | ||||
Charles Brent McCoy | 58 | Executive Vice President and Director |
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Pro Forma Net Revenue Growth(1) — 50%
Pro Forma | Percentage of Target | |||
Net Revenue Growth | Bonus Earned | |||
At least -2% but less than -1.75% | 30 | % | ||
At least -1.75% but less than -1.5% | 35 | % | ||
At least -1.5% but less than -1.25% | 40 | % | ||
At least -1.25% but less than -1.0%% | 45 | % | ||
At least -1.0% but less than -0.5% | 50 | % | ||
At least -0.5% but less than 0% | 55 | % | ||
At least 0% but less than 0.5% | 60 | % | ||
At least 0.5% but less than 1.0% | 65 | % | ||
At least 1.0% but less than 1.25% | 70 | % | ||
At least 1.25% but less than 1.5% | 75 | % | ||
At least 1.5% but less than 1.75% | 80 | % | ||
At least 1.75% but less than 2.0% | 85 | % | ||
At least 2.0% but less than 2.5% | 90 | % | ||
At least 2.5% but less than 3.0% | 95 | % | ||
At least 3.0% but less than 3.5% | 100 | %* | ||
At least 3.5% but less than 4.0% | 125 | % | ||
At least 4.0% or greater | 150 | % |
* | Equity awards cannot exceed the 100% target amount irrespective of performance in excess of 100% goals. | |
(1) | Pro forma net revenue growth is based on Lamar Advertising’s net revenue growth in 2008 over 2007 based on actual 2008 net revenue versus 2007 net revenue as adjusted to reflect acquisitions and divestitures for the same time frame as actually owned in 2008. |
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Pro Forma EBITDA Growth(1) — 50%
Pro Forma | Percentage of Target | |||
EBITDA Growth | Bonus Earned | |||
At least -8.4% but less than -7.4% | 50 | % | ||
At least -7.4% but less than -6.3% | 55 | % | ||
At least -6.3% but less than -5.2% | 60 | % | ||
At least -5.2% but less than -4.1% | 65 | % | ||
At least -4.1% but less than -3.6% | 70 | % | ||
At least -3.6% but less than -3.0% | 75 | % | ||
At least -3.0% but than -2.5% | 80 | % | ||
At least -2.5% but less than -1.9% | 85 | % | ||
At least -1.9% but less than -0.9% | 90 | % | ||
At least -0.9% but less than 0.2% | 95 | % | ||
At least 0.2% but less than 1.3% | 100 | %* | ||
At least 1.3% but less than 2.4% | 125 | % | ||
At least 2.4% or greater | 150 | % |
* | Equity awards cannot exceed the 100% target amount irrespective of performance in excess of 100% goals. | |
(1) | Pro forma EBITDA growth is calculated in the same manner as pro forma net revenue growth with adjustments being made in the 2007 period to reflect acquisitions and divestitures for the same time frame as actually owned in 2008 and is also adjusted to eliminate the expense in the period related to executive bonuses. |
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Non-Equity | ||||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | All Other | |||||||||||||||||||||||||||||
Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | ||||||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(1) | ($)(2) | ($)(3)(4) | ($) | ||||||||||||||||||||||||
Kevin P. Reilly, Jr. | 2008 | 700,000 | 168,000 | — | 9,068 | — | 92,749 | 969,817 | ||||||||||||||||||||||||
President and Chief | 2007 | 700,000 | — | 3,195,235 | (5) | 89,546 | 500,000 | 214,645 | 4,699,426 | |||||||||||||||||||||||
Executive Officer | 2006 | 700,000 | — | 2,151,600 | (6) | 89,350 | 700,000 | 156,166 | 3,797,116 | |||||||||||||||||||||||
Keith A. Istre | 2008 | 450,000 | 108,000 | — | 92,184 | — | 7,227 | 657,411 | ||||||||||||||||||||||||
Treasurer and Chief | 2007 | 450,000 | — | 1,948,440 | (5) | 89,546 | 312,500 | 62,251 | 2,862,737 | |||||||||||||||||||||||
Financial Officer | 2006 | 450,000 | — | 1,271,400 | (6) | 89,350 | 437,500 | 62,287 | 2,310,537 | |||||||||||||||||||||||
Sean E. Reilly | 2008 | 500,000 | 120,000 | — | 9,068 | — | 48,031 | 677,099 | ||||||||||||||||||||||||
Chief Operating Officer | 2007 | 500,000 | — | 3,195,235 | (5) | 89,546 | 312,500 | 104,673 | 4,201,954 | |||||||||||||||||||||||
and Vice President | 2006 | 500,000 | — | 2,151,600 | (6) | 89,350 | 437,500 | 121,176 | 3,299,626 |
(1) | Reflects the amount recognized for financial statement reporting purposes for each year in accordance with FAS 123(R), rather than the value of the actual award when issued to the officer. For the assumptions underlying the valuation of these awards see Note 14 to the Consolidated Financial Statements included in our Annual Report onForm 10-K for the fiscal year ended December 31, 2008 filed with the SEC on February 27, 2009. | |
(2) | Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect the cash incentive awards granted at the beginning of each year, earned based on performance during that fiscal year and paid in the following fiscal year. The 2008 awards are described in further detail under the heading “Performance-Based Incentive Compensation — Incentive Cash Bonus” in the Compensation Discussion and Analysis and are also reflected in the table “Grants of Plan-Based Awards” under the column “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards.” | |
(3) | Includes $66,491, $119,462 and $53,799 for Kevin P. Reilly, Jr. and $42,052, $46,436 and $62,450 for Sean Reilly for the personal use of Lamar Advertising’s aircraft in 2008, 2007 and 2006, respectively, as further described below. The amounts included in the “All Other Compensation” column also include the following perquisites provided to Lamar Advertising’s named executive officers (except as otherwise indicated), which are valued at Lamar Advertising’s incremental cost, none of which individually exceeded $25,000: (a) personal use of a company car, (b) company-paid health insurance premiums and medical reimbursements, (c) company-paid premiums for term life insurance for Mr. Kevin P. Reilly, Jr. and (d) membership fees to a country club and an executive club for Mr. Kevin P. Reilly, Jr. Executives also have access to a country club at which Lamar Advertising has a membership, but the executives pay all fees related to such personal use, resulting in no additional incremental cost to Lamar Advertising. | |
Lamar Advertising’s incremental cost for personal use of the corporate aircraft is based on the incremental cost to Lamar Advertising calculated based on the variable costs, related to the number of flight hours used, including fuel costs, landing/ramp fees, trip-related maintenance, crew travel expenses, supplies and catering, aircraft accrual expenses per hour of flight, any customs and foreign, permit or similar fees. Our fixed costs that do not change based on usage, such as pilot salaries and the cost of maintenance not related to trips, are excluded. The incremental cost to Lamar Advertising for personal use of a company car is calculated as a portion of the annual lease, mileage and fuel attributable to the personal use. | ||
(4) | Also includes employer contributions under Lamar Advertising’s deferred compensation plan of $57,500 for Mr. Kevin Reilly, Jr. and $50,000 for each of Mr. Sean Reilly and Mr. Keith Istre for 2007 and 2006. |
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(5) | Includes the FAS 123(R) value of the shares awarded pursuant to the achievement of performance goals for fiscal 2007, which award was certified as earned by the Compensation Committee and issued on February 14, 2008. Also includes the FAS 123(R) value of the shares awarded to each named executive officer in respect of their vested options on the record date of Lamar Advertising’s special stock dividend, which shares were granted to all holders of vested options (the “special stock award”). The amount attributed with respect to the special stock award to each of Mr. Kevin P. Reilly, Jr. and Mr. Sean E. Reilly is $381,875 and the amount attributed to Mr. Keith A. Istre is $286,000. | |
(6) | Consists of the FAS 123(R) value of the shares awarded pursuant to the achievement of performance goals for fiscal 2006. The award was certified as earned by the Compensation Committee on February 19, 2007, which was not a trading day, and issued on February 20, 2007. |
Grant Date | ||||||||||||||||||||||||||||||||
Fair Value of | ||||||||||||||||||||||||||||||||
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | Stock and | ||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Option Awards | |||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | ($)(3) | ||||||||||||||||||||||||
Kevin P. Reilly, Jr. | 3/20/08 | 160,000 | 400,000 | 800,000 | 17,600 | 44,000 | 44,000 | — | ||||||||||||||||||||||||
Keith A. Istre | 3/20/08 | 100,000 | 250,000 | 500,000 | 10,400 | 26,000 | 26,000 | — | ||||||||||||||||||||||||
Sean E. Reilly | 3/20/08 | 100,000 | 250,000 | 500,000 | 17,600 | 44,000 | 44,000 | — |
(1) | Represents the potential cash bonus granted under Lamar Advertising’s Incentive Plan that could be earned by achieving defined performance goals. | |
(2) | These awards constitute potential shares of Lamar Advertising’s Class A common stock issuable upon achievement of defined performance goals under Lamar Advertising’s Incentive Plan. | |
(3) | Reflects the amount recognized for financial statement reporting purposes for fiscal year 2008 in accordance with FAS 123(R), rather than the value of the actual award when issued to the officer. For the assumptions underlying the valuation of these awards see Note 14 to the Consolidated Financial Statements included in our Annual Report onForm 10-K for the fiscal year ended December 31, 2008 filed with the SEC on February 27, 2009. |
Option Awards | ||||||||||||||||
Number of Securities | Number of Securities | Option | ||||||||||||||
Underlying Unexercised | Underlying Unexercised | Option Exercise | Expiration | |||||||||||||
Name | Options (#) Exercisable | Options (#) Unexercisable | Price ($) | Date | ||||||||||||
Kevin P. Reilly, Jr. | 97,500 | — | 26.42 | (1) | 9/27/11 | |||||||||||
25,000 | — | 37.35 | (2) | 2/06/14 | ||||||||||||
Keith A. Istre | 15,860 | — | 33.38 | (3) | 5/28/09 | |||||||||||
18,000 | — | 26.42 | (1) | 9/27/11 | ||||||||||||
25,000 | — | 37.35 | (2) | 2/06/14 | ||||||||||||
Sean E. Reilly | 97,500 | — | 26.42 | (1) | 9/27/11 | |||||||||||
25,000 | — | 37.35 | (2) | 2/06/14 |
(1) | Granted on September 27, 2001. Forty percent vested upon grant and thirty percent vested on each of September 27, 2002 and 2003. |
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(2) | Granted on February 6, 2004. One-fifth vested upon grant and one-fifth vests on each of the next four annual anniversaries of grant. | |
(3) | Granted on May 28, 1999. One-fifth vested upon grant and one-fifth vested on each of the next four annual anniversaries of grant. |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares | Value | Number of Shares | Value | |||||||||||||
Acquired on | Realized on | Acquired on | Realized on | |||||||||||||
Name | Exercise (#) | Exercise ($) | Vesting (#) | Vesting ($) | ||||||||||||
Kevin P. Reilly, Jr. | — | — | — | — | ||||||||||||
Keith A. Istre | 34,140 | $ | 200,148 | — | — | |||||||||||
Sean E. Reilly | — | — | — | — |
Registrant Contributions | Aggregate Earnings | Aggregate Balance | ||||||||||
Name | in Last FY ($) | (Loss) in Last FY ($)(1) | at Last FYE ($)(2) | |||||||||
Kevin P. Reilly, Jr. | 0 | (1,123,602 | ) | 2,386,528 | ||||||||
Keith A. Istre | 0 | (199,912 | ) | 384,110 | ||||||||
Sean E. Reilly | 0 | (141,209 | ) | 315,695 |
(1) | Amounts in this column are not included in the 2008 Summary Compensation Table because they were not preferential or above market. | |
(2) | This column includes amounts in each named executive officer’s total deferred compensation account as of the last day of fiscal 2008, which includes (i) the following total contributions reported in each of Lamar Advertising’s previous proxies: Mr. Kevin P. Reilly, Jr.: $639,000, Mr. Keith A. Istre: $311,500 and Mr. Sean E. Reilly: $365,000 and (ii) aggregate earnings on all previously contributed amounts. |
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(c) Number of Securities | ||||||||||||
Remaining Available for | ||||||||||||
(a) Number of Securities | (b) Weighted-Average | Future Issuance Under Equity | ||||||||||
to be Issued Upon | Exercise Price of | Compensation Plans | ||||||||||
Exercise of Outstanding | Outstanding Options, | (Excluding Securities | ||||||||||
Plan Category | Options, Warrants and Rights | Warrants and Rights | Reflected in Column (a)) | |||||||||
Equity compensation plans approved by security holders(1) | 3,384,207 | (2) | $ | 38.12 | (3) | 621,322 | (4)(5) | |||||
Equity compensation plans not approved by security holders | n/a | n/a | n/a | |||||||||
Total | 3,384,207 | $ | 38.12 | 621,322 |
(1) | Consists of the 1996 Equity Incentive Plan and 2000 Employee Stock Purchase Plan. | |
(2) | Includes shares issuable upon achievement of outstanding performance-based awards under Lamar Advertising’s 1996 Equity Incentive Plan. Does not include purchase rights accruing under the 2000 Employee Stock Purchase Plan because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period. | |
(3) | Does not take into account shares issuable upon achievement of outstanding performance-based awards, which will be issued for no consideration. | |
(4) | Includes shares available for future issuance under the 2000 Employee Stock Purchase Plan. Under the evergreen formula of this plan, on the first day of each fiscal year beginning with 2001, the aggregate number of shares that may be purchased through the exercise of rights granted under the plan is increased by the lesser of (a) 500,000 shares, (b) one-tenth of one percent of the total number of shares of Class A Common Stock outstanding on the last day of the preceding fiscal year, and (c) a lesser amount determined by the board of directors. No shares were added to the plan pursuant to the evergreen formula in 2008 and, as of December 31, 2008, a total of 424,022 shares have been added to the 2000 Employee Stock Purchase Plan. | |
(5) | In addition to stock option awards, the 1996 Equity Incentive Plan, as currently in effect, provides for the issuance of restricted stock, unrestricted stock and stock appreciation rights. |
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No. of Shares | Percent of | |||||||||
Beneficial Owner | Title of Class | Owned | Class | |||||||
Directors, Nominees for Director and Executive Officers | ||||||||||
Kevin P. Reilly, Jr. | Class A | 323,838 | (1) | * | ||||||
Class B(2) | 11,362,250 | (3)(4) | 74.89 | %(5) | ||||||
Sean E. Reilly | Class A | 122,500 | (6) | * | ||||||
Class B(2) | 10,557,835 | (3) | 69.58 | %(7) | ||||||
Anna Reilly | Class A | 12,723 | * | |||||||
Class B(2) | 10,540,280 | (3)(8) | 69.47 | %(9) | ||||||
Wendell Reilly | Class A | 230,379 | (10) | * | ||||||
Class B(2) | 9,712,500 | (3)(11) | 64.01 | %(12) | ||||||
Keith A. Istre | Class A | 79,720 | (13) | * | ||||||
Stephen P. Mumblow | Class A | 34,624 | (14) | * | ||||||
John Maxwell Hamilton | Class A | 36,836 | (15) | * | ||||||
Thomas V. Reifenheiser | Class A | 36,441 | (16) | * | ||||||
Edward H. McDermott | Class A | 18,640,071 | (17) | * | ||||||
John E. Koerner, III | Class A | 1,162 | * | |||||||
All Current Directors and Executive Officers as a Group (10 Persons) | Class A & B | 34,691,177 | (18) | 37.68 | %(19) | |||||
Five Percent Stockholders | ||||||||||
The Reilly Family Limited Partnership | Class B(2) | 9,000,000 | 59.32 | %(20) | ||||||
SPO Advisory Corp. | Class A | 18,638,700 | (21) | 24.36 | % | |||||
591 Redwood Highway, Suite 3215 Mill Valley, CA 94941 | ||||||||||
T. Rowe Price Associates, Inc. | Class A | 14,231,706 | (22) | 18.58 | % | |||||
100 E. Pratt Street Baltimore, MD 21202 | ||||||||||
Janus Capital Management LLC | Class A | 9,020,501 | (23) | 11.73 | % | |||||
151 Detroit Street Denver, CO 80206 | ||||||||||
Baron Capital Group, Inc. | Class A | 8,551,825 | (24) | 11.18 | % | |||||
767 Fifth Avenue New York, NY 10153 |
* | Less than 1%. | |
(1) | Includes 122,500 shares subject to stock options exercisable within 60 days of April 2, 2009. |
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(2) | Upon the sale of any shares of Class B Common Stock to a person other than to a Permitted Transferee, such shares will automatically convert into shares of Class A Common Stock. Permitted Transferees include (i) Kevin P. Reilly, Sr.; (ii) a descendant of Kevin P. Reilly, Sr.; (iii) a spouse or surviving spouse (even if remarried) of any individual named or described in (i) or (ii) above; (iv) any estate, trust, guardianship, custodianship, curatorship or other fiduciary arrangement for the primary benefit of any one or more of the individuals named or described in (i), (ii), and (iii) above; and (v) any corporation, partnership, limited liability company or other business organization controlled by and substantially all of the interests in which are owned, directly or indirectly, by any one or more of the individuals and entities named or described in (i), (ii), (iii), and (iv) above. Except for voting rights, the Class A and Class B Common Stock are substantially identical. The holders of Class A Common Stock and Class B Common Stock vote together as a single class (except as may otherwise be required by Delaware law), with the holders of Class A Common Stock entitled to one vote per share and the holders of Class B Common Stock entitled to ten votes per share on all matters on which the holders of common stock are entitled to vote. | |
(3) | Includes 9,000,000 shares held by the Reilly Family Limited Partnership (the “RFLP”), of which Kevin P. Reilly, Jr. is the managing general partner. Kevin Reilly’s three siblings, Anna Reilly (a director), Sean E. Reilly (the Chief Operating Officer and Vice President) and Wendell Reilly (a director) are the other general partners of the RFLP. The managing general partner has sole voting power over the shares held by the RFLP but dispositions of the shares require the approval of 50% of the general partnership interests of the RFLP. Anna Reilly, Sean Reilly, and Wendell Reilly disclaim beneficial ownership in the shares held by the RFLP, except to the extent of their pecuniary interest therein. | |
(4) | Includes 377,474 shares held by the Kevin P. Reilly, Jr. Family Trust. | |
(5) | Represents 12.39% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(6) | Reflects 122,500 shares subject to stock options exercisable within 60 days of April 2, 2009. | |
(7) | Represents 11.52% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(8) | Includes 1,540,280 shares owned jointly by Anna Reilly and her spouse. | |
(9) | Represents 11.50% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(10) | Includes (i) 104,171 shares held in trusts of which Wendell Reilly is the trustee and (ii) 126,208 shares pledged pursuant to letter of credit facilities. | |
(11) | Includes (i) 200,000 shares held in a trust of which Wendell Reilly is the trustee and (ii) 512,500 shares pledged pursuant to letter of credit facilities. | |
(12) | Represents 10.59% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(13) | Includes 43,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 2, 2009. | |
(14) | Includes 30,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 2, 2009. | |
(15) | Includes 30,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 2, 2009, and 6,403 shares owned jointly with his spouse. | |
(16) | Includes 30,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 2, 2009. | |
(17) | Includes 17,902,984 shares of the issuer’s common stock that are owned directly by SPO Partners II, L.P. (“SPO Partners”), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. (“SPO Advisory”), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. (“SPO Corp.”), the sole general partner of SPO Advisory, and (iii) John H. Scully (“JHS”), William E. Oberndorf (“WEO”), William J. Patterson (“WJP”) and Edward H. McDermott (“EHM”), the four controlling persons of SPO Corp. Additionally, 735,730 shares of the issuer’s common stock are owned directly by |
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San Francisco Partners II, L.P. (“SF Partners”), and may be deemed to be indirectly beneficially by San Francisco Partners II, L.P. (“SF Partners”) and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. (“SF Advisory”), the sole general partners of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO, WJP and EHM, the four controlling persons of SPO Corp. | ||
(18) | See Notes 1, 3, 4, 6, 8, 10, 11 and13-17. | |
(19) | Assumes the conversion of all shares of Class B Common Stock into shares of Class A Common Stock. | |
(20) | Represents 9.82% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(21) | Consists of 17,902,984 shares of the issuer’s common stock that are owned directly by SPO Partners II, L.P. (“SPO Partners”), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. (“SPO Advisory”), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. (“SPO Corp.”), the sole general partner of SPO Advisory, and (iii) John H. Scully (“JHS”), William E. Oberndorf (“WEO”), William J. Patterson (“WJP”) and Edward H. McDermott (“EHM”), the four controlling persons of SPO Corp. Additionally, 735,730 shares of the issuer’s common stock are owned directly by San Francisco Partners II, L.P. (“SF Partners”), and may be deemed to be indirectly beneficially by San Francisco Partners II, L.P. (“SF Partners”) and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. (“SF Advisory”), the sole general partners of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO, WJP and EHM, the four controlling persons of SPO Corp. Based on the Schedule 13D/A and the Form 4 filed with the SEC by the SPO Advisory Corp. on September 19, 2008. | |
(22) | These securities are owned by various individual and institutional investors, which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address of Price Associates is 100 E. Pratt Street, Baltimore, MD 21202. Based on the Schedule 13G/A filed with the SEC by Price Associates for the year ended December 31, 2008. | |
(23) | Includes 100 shares beneficially owned by INTECH Investment Technologies LLC over which Janus Capital Management LLC shares voting and investment power. The address of Janus Capital Management LLC is 151 Detroit Street, Denver, CO 80206. Based on the Schedule 13G/A filed with the SEC by Janus Capital Management LLC for the year ended December 31, 2008. | |
(24) | Based on the Schedule 13G/A filed with the SEC by Baron Capital Group, Inc. for the year ended December 31, 2008. |
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• | the holder must acquire the exchange notes in the ordinary course of its business; | |
• | the holder must have no arrangements or understanding with any person to participate in the distribution of the exchange notes within the meaning of the Securities Act; and |
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• | the holder must not be our “affiliate,” as that term is defined in Rule 405 of the Securities Act. |
• | cannot rely on the position of the Commission set forth in the no-action letters referred to above; and | |
• | must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the exchange notes. |
• | we have registered the exchange notes under the Securities Act and therefore these notes will not bear legends restricting their transfer; and | |
• | specified rights under the registration rights agreement, including the provisions providing for payment of additional interest in specified circumstances relating to the exchange offer, will be limited or eliminated. |
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• | to delay accepting any outstanding notes, for example, in order to allow for the confirmation of tendered notes or for the rectification of any irregularity or defect in the tender of outstanding notes; | |
• | to extend the exchange offer; | |
• | to terminate the exchange offer if, in our sole judgment, any of the conditions described below shall not have been satisfied; or | |
• | to amend the terms of the exchange offer in any manner. |
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• | the exchange offer, or the making of any exchange by a holder, violates, in our good faith determination, any applicable law, rule or regulation or any applicable interpretation of the staff of the Commission; | |
• | any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or | |
• | we have not obtained any governmental approval which we, in our sole discretion, exercised reasonably, consider necessary for the completion of the exchange offer as contemplated by this prospectus. |
• | refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders; | |
• | extend the exchange offer and retain all outstanding notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these outstanding notes; or | |
• | waive unsatisfied conditions relating to the exchange offer and accept all properly tendered outstanding notes that have not been withdrawn. |
• | purchase or make offers for any outstanding notes that remain outstanding subsequent to the expiration date; and | |
• | to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. |
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• | holders of outstanding notes that are DTC participants may follow the procedures for book-entry transfer as set forth under “— Book-Entry Transfer” and in the letter of transmittal; or | |
• | Euroclear participants and Clearstream participants on behalf of the beneficial owners of outstanding notes are required to use book-entry transfer pursuant to the standard operating procedures of Euroclear or Clearstream. These procedures include the transmission of a computer-generated message to Euroclear or Clearstream in lieu of a letter of transmittal. See the description of “agent’s message” under “— Book-Entry Transfer.” |
• | the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC, Euroclear or Clearstream according to their respective standard operating procedures for electronic tenders and a properly transmitted agent’s message as described below; or | |
• | the exchange agent must receive any corresponding certificate or certificates representing outstanding notes along with the letter of transmittal; or | |
• | the holder must comply with the guaranteed delivery procedures described below. |
• | make appropriate arrangements to register ownership of the outstanding notes in its name; or | |
• | obtain a properly completed bond power from the registered holder. |
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• | by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or | |
• | for the account of an eligible institution. |
• | the holder acquired exchange notes pursuant to the exchange offer in the ordinary course of its business; | |
• | the holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes within the meaning of the Securities Act; and | |
• | the holder is not our “affiliate,” as defined in Rule 405 under the Securities Act. |
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• | their outstanding notes are not immediately available; | |
• | the holders cannot deliver their outstanding notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date; or | |
• | the holders cannot complete the procedure under the respective DTC, Euroclear or Clearstream standard operating procedures for electronic tenders before expiration of the exchange offer. |
• | the tender must be made through an eligible institution; | |
• | before expiration of the exchange offer, the exchange agent must receive from the eligible institution either a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message in lieu of notice of guaranteed delivery: |
• | setting forth the name and address of the holder, the certificate number or numbers of the outstanding notes tendered and the principal amount of outstanding notes tendered; | |
• | stating that the tender offer is being made by guaranteed delivery; | |
• | guaranteeing that, within three New York Stock Exchange trading days after expiration of the exchange offer, the letter of transmittal, or facsimile of the letter of transmittal, together with the outstanding notes tendered or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and | |
• | the exchange agent must receive the properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation, and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after expiration of the exchange offer; |
• | upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above. |
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• | the exchange agent must receive a written notice, which may be by facsimile transmission or letter, of withdrawal at the address set forth below under “Exchange Agent,” or | |
• | for DTC, Euroclear or Clearstream participants, holders must comply with their respective standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC, Euroclear or Clearstream. |
• | specify the name of the person who tendered the outstanding notes to be withdrawn; | |
• | identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of the outstanding notes to be withdrawn; | |
• | include a statement that the person is withdrawing his election to have such outstanding notes exchanged; | |
• | be signed by the person who tendered the outstanding notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and | |
• | specify the name in which the outstanding notes are to be re-registered, if different from that of the withdrawing holder. |
• | exchange notes are to be delivered to, or issued in the name of, any person other than the registered holder of the outstanding notes tendered; or |
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• | tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or | |
• | a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer; |
• | holders may resell outstanding notes only if we register the outstanding notes under the Securities Act, if an exemption from registration is available, or if the transaction requires neither registration under nor an exemption from the requirements of the Securities Act; and | |
• | the remaining outstanding notes will bear a legend restricting transfer in the absence of registration or an exemption. |
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Term Loan | Series A | Series B | Series C | Series D | ||||||||||||||||
December 31, 2007 — September 30, 2009 | $ | 5,000 | $ | 462.5 | $ | 1,875 | $ | 250 | $ | 87.5 | ||||||||||
December 31, 2009 — September 30, 2011 | 15,000 | 1,387.5 | 5,625 | 750 | 262.5 | |||||||||||||||
December 31, 2011 — September 30, 2012 | 60,000 | 5,550 | 22,500 | 3,000 | 1,050 |
Principal Payment Date | Principal Amount | |||
June 30, 2009 — March 31, 2010 | $ | 3,125 | ||
June 30, 2010 — March 31, 2011 | $ | 6,250 | ||
June 30, 2011 — March 31, 2012 | $ | 9,375 | ||
June 30, 2012 — March 31, 2013 | $ | 43,750 |
Principal Payment Date | Principal Amount | |||
June 30, 2009 — December 31, 2013 | $ | 812.5 | ||
March 31, 2014 | $ | 309,562.5 |
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• | with respect to base rate borrowings, the “Adjusted Base Rate” which is equal to the highest of: the rate publicly announced by JPMorgan Chase Bank, N.A. as its prime lending rate, or the applicable federal funds rate, plus 0.50%, or 1.0% plus the greater of (a) 2.00% and (b) the rate at which eurodollar deposits for one month are quoted on Reuters Page LIBOR01 multiplied by the statutory reserve rate (determined based on maximum reserve percentages established by the Board of Governors of the Federal Reserve System of the United States of America); or | |
• | with respect to eurodollar rate borrowings, the rate at which eurodollar deposits for one, two, three or six months (as selected by us), or nine or twelve months with the consent of the lenders, are quoted on the Dow Jones Telerate Screen multiplied by the statutory reserve rate (determined based on maximum reserve percentages established by the Board of Governors of the Federal Reserve System of the United States of America). |
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• | indebtedness created by the senior credit facility; | |
• | indebtedness in respect of notes issued by us so long as no default exists at the time of the issuance or would result from the issuance and the terms of the notes comply with certain conditions; | |
• | existing indebtedness or any extension, renewal, refunding or replacement of any existing indebtedness or indebtedness incurred by the issuance of notes as referred to in the bullet above; and | |
• | our indebtedness to any wholly owned subsidiary and indebtedness of any wholly owned subsidiary to us. |
• | incur liens or guarantee obligations; | |
• | pay dividends and make other distributions (including distributions to Lamar Advertising) during the continuance of a default; | |
• | make investments and enter into joint ventures or hedging agreements; | |
• | dispose of assets; and | |
• | engage in transactions with affiliates except on an arms-length basis. |
• | we cease to be a wholly owned subsidiary of Lamar Advertising; |
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• | Charles W. Lamar, III or Kevin P. Reilly, Sr. and their immediate family (including grandchildren) and entities under their control no longer hold sufficient voting stock of Lamar Advertising to elect at all times a majority of its board of directors; | |
• | anyone other than the holders specified in the preceding bullet acquire shares of Lamar Advertising representing more than 20% of the ordinary voting power or acquire control of Lamar Advertising; or | |
• | a majority of the seats on Lamar Advertising’s board is occupied by persons who were neither nominated by the board of directors of Lamar Advertising nor appointed by directors so nominated. |
• | incur additional indebtedness; | |
• | issue preferred stock; | |
• | pay dividends or make other distributions or redeem capital stock; | |
• | incur liens or guarantee obligations; | |
• | dispose of assets; and | |
• | engage in transactions with affiliates except on an arms’ length basis. |
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• | incur additional indebtedness; | |
• | issue preferred stock; | |
• | pay dividends or make other distributions or redeem capital stock; | |
• | incur liens or guarantee obligations; | |
• | dispose of assets; and | |
• | engage in transactions with affiliates except on an arms’ length basis. |
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• | incur additional indebtedness; | |
• | issue preferred stock; | |
• | pay dividends or make other distributions or redeem capital stock; | |
• | incur liens or guarantee obligations; | |
• | dispose of assets; and | |
• | engage in transactions with affiliates except on an arms’ length basis. |
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• | incur additional indebtedness; | |
• | issue preferred stock; | |
• | pay dividends or make other distributions or redeem capital stock; | |
• | incur liens or guarantee obligations; | |
• | dispose of assets; and | |
• | engage in transactions with affiliates except on an arms’ length basis. |
• | general unsecured obligations of Lamar Media; |
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• | pari passuin right of payment with all existing and future senior indebtedness of Lamar Media; | |
• | senior in right of payment to Lamar Media’s existing 71/4% Senior Subordinated Notes due 2013, the 65/8% Senior Subordinated Notes due 2015, the 65/8% Senior Subordinated Notes due 2015 — Series B, the 65/8% Senior Subordinated Notes due 2015 — Series C and any additional future senior subordinated or subordinated Indebtedness of Lamar Media; | |
• | effectively subordinated to any secured Indebtedness of Lamar Media to the extent of the value of the assets securing such Indebtedness; and | |
• | effectively subordinated to all liabilities of the Subsidiaries of Lamar Media that are not Guarantors. |
• | general unsecured obligations of each Guarantor; | |
• | pari passuin right with payment to all existing and future senior indebtedness of each Guarantor; | |
• | senior in right of payment to each Guarantor’s guarantee of Lamar Media’s existing 71/4% Senior Subordinated Notes due 2013, the 65/8% Senior Subordinated Notes due 2015, the 65/8% Senior Subordinated Notes due 2015 — Series B, the 65/8% Senior Subordinated Notes due 2015 — Series C and any additional future senior subordinated or subordinated Indebtedness of such Guarantor; | |
• | effectively subordinated to any secured Indebtedness of each Guarantor to the extent of the value of the assets securing such Indebtedness. |
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• | 100% of the aggregate principal amount of the notes to be redeemed, together with accrued and unpaid interest to such redemption date (subject to the rights of holders of record of the notes on the relevant record date to receive payments of interest on the related interest payment date), plus | |
• | the Make Whole Amount. |
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• | upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and | |
• | ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note). |
• | a limited purpose trust company organized under the laws of the State of New York; | |
• | a “banking organization” within the meaning of the New York State Banking Law; | |
• | a member of the Federal Reserve System; | |
• | a “clearing corporation” within the meaning of the Uniform Commercial Code; and | |
• | a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934. |
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• | will not be entitled to have notes represented by the global note registered in their names; | |
• | will not receive or be entitled to receive physical, certificated notes; and | |
• | will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture. |
• | DTC is at any time unwilling, unable or ineligible to continue as depositary for the global notes or ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days of the date we are so informed in writing or become aware of same; or | |
• | an Event of Default has occurred and is continuing. |
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• | holders will not recognize taxable gain or loss as a result of the exchange; | |
• | the adjusted tax basis of an exchange note immediately after the exchange will be the same as the adjusted tax basis of the outstanding note exchanged therefor immediately before the exchange; | |
• | the holding period of the exchange note will include the holding period of the outstanding note; and | |
• | any original issue discount, acquisition premium, market discount or bond premium applicable to the outstanding notes will carry over to the exchange notes. |
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• | on a straight-line basis by multiplying the market discount times a fraction, the numerator of which is the number of days the note was held by the holder and the denominator of which is the total number of days after the date such holder acquired the note up to, and including, the note’s maturity date; or | |
• | if the holder so elects, on the basis of a constant rate of compound interest. |
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By Mail, Hand delivery or Overnight Courier: The Bank of New York Mellon Corporation Corporate Trust Operations 101 Barclay Street — 7 East New York, New York 10286 Attention: Randolph Holder | By Facsimile Transmission: The Bank of New York Mellon Corporation Corporate Trust Operations Attention: Randolph Holder Facsimile: (212) 298-1915 |
Telephone:
The Bank of New York Mellon Corporation
Corporate Trust Operations
Attention: Randolph Holder
Telephone:(212) 815-5098
1200 Wall Street West, 3rd Floor
Lyndhurst, NJ 07071
Note Holders call:800-294-3174
Banks and Brokers call:201-806-7300
Fax:201-460-0050
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For the period ended December 31, 2008: | ||||
Lamar Advertising Company and Subsidiaries | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-8 | ||||
F-9 | ||||
F-36 | ||||
Lamar Media Corp. and Subsidiaries | ||||
F-37 | ||||
F-38 | ||||
F-39 | ||||
F-40 | ||||
F-41 | ||||
F-42 | ||||
F-43 | ||||
F-44 | ||||
F-50 | ||||
For the period ended June 30, 2009: | ||||
Lamar Advertising Company and Subsidiaries | ||||
F-51 | ||||
F-52 | ||||
F-53 | ||||
F-54 | ||||
Lamar Media Corp. and Subsidiaries | ||||
F-61 | ||||
F-62 | ||||
F-63 | ||||
F-64 | ||||
For the period ended December 31, 2007: | ||||
Vista Media Group, Inc. | ||||
Report of independent registered public accounting firm | F-65 | |||
F-66 | ||||
F-67 | ||||
F-68 | ||||
F-69 | ||||
F-70 | ||||
Lamar Advertising Company and Subsidiaries | ||||
F-80 | ||||
F-81 | ||||
F-82 | ||||
F-83 |
F-1
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February 27, 2009, except for Notes 1, 2, 8, 11,
19, 21 and 22 which are as of July 27, 2009
F-4
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AND SUBSIDIARIES
December 31, 2008 and 2007
(In thousands, except share and per share data)
2008 | 2007 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 14,139 | $ | 76,048 | ||||
Receivables, net of allowance for doubtful accounts of $10,000 and $6,740 in 2008 and 2007 | 155,043 | 147,301 | ||||||
Prepaid expenses | 44,377 | 40,657 | ||||||
Deferred income tax assets (note 11) | 8,949 | 19,857 | ||||||
Other current assets | 38,475 | 29,004 | ||||||
Total current assets | 260,983 | 312,867 | ||||||
Property, plant and equipment (note 4) | 2,900,970 | 2,686,116 | ||||||
Less accumulated depreciation and amortization | (1,305,937 | ) | (1,169,152 | ) | ||||
Net property, plant and equipment | 1,595,033 | 1,516,964 | ||||||
Goodwill (note 5) | 1,416,396 | 1,376,240 | ||||||
Intangible assets, net (note 5) | 773,764 | 802,953 | ||||||
Deferred financing costs net of accumulated amortization of $36,670 and $31,731 at 2008 and 2007, respectively | 24,372 | 29,164 | ||||||
Other assets | 46,477 | 43,575 | ||||||
Total assets | $ | 4,117,025 | $ | 4,081,763 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 15,108 | $ | 19,569 | ||||
Current maturities of long-term debt (note 8) | 58,751 | 31,742 | ||||||
Accrued expenses (note 7) | 72,407 | 75,670 | ||||||
Deferred income | 30,612 | 30,657 | ||||||
Total current liabilities | 176,878 | 157,638 | ||||||
Long-term debt (note 8) | 2,755,698 | 2,660,925 | ||||||
Deferred income tax liabilities (note 11) | 134,647 | 148,863 | ||||||
Asset retirement obligation (note 9) | 160,723 | 150,046 | ||||||
Other liabilities | 15,354 | 12,926 | ||||||
Total liabilities | 3,243,300 | 3,130,398 | ||||||
Stockholders’ equity (note 13): | ||||||||
Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized 5,720 shares; 5,720 shares issued and outstanding at 2008 and 2007 | — | — | ||||||
Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares authorized, 0 shares issued and outstanding at 2008 and 2007 | — | — | ||||||
Class A common stock, par value $.001, 175,000,000 shares authorized, 93,339,895 and 92,525,349 shares issued and 76,401,592 and 78,216,053 outstanding at 2008 and 2007, respectively | 93 | 93 | ||||||
Class B common stock, par value $.001, 37,500,000 shares authorized, 15,172,865 shares and 15,372,865 shares are issued and outstanding at 2008 and 2007, respectively | 15 | 15 | ||||||
Additionalpaid-in-capital | 2,347,854 | 2,323,253 | ||||||
Accumulated comprehensive (deficit) income | (2,039 | ) | 9,286 | |||||
Accumulated deficit | (588,834 | ) | (591,308 | ) | ||||
Cost of shares held in treasury, 16,938,303 shares and 14,309,296 shares in 2008 and 2007, respectively | (883,364 | ) | (789,974 | ) | ||||
Stockholders’ equity | 873,725 | 951,365 | ||||||
Total liabilities and stockholders’ equity | $ | 4,117,025 | $ | 4,081,763 | ||||
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AND SUBSIDIARIES
Years Ended December 31, 2008, 2007 and 2006
(In thousands, except share and per share data)
2008 | 2007 | 2006 | ||||||||||
Net revenues | $ | 1,198,419 | $ | 1,209,555 | $ | 1,120,091 | ||||||
Operating expenses (income): | ||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 436,556 | 408,397 | 390,561 | |||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 207,321 | 210,793 | 198,187 | |||||||||
Corporate expenses (exclusive of depreciation and amortization) | 50,300 | 59,597 | 50,750 | |||||||||
Depreciation and amortization (Note 10) | 331,654 | 306,879 | 301,685 | |||||||||
Gain on disposition of assets | (7,363 | ) | (3,914 | ) | (10,862 | ) | ||||||
1,018,468 | 981,752 | 930,321 | ||||||||||
Operating income | 179,951 | 227,803 | 189,770 | |||||||||
Other expense (income): | ||||||||||||
Gain on disposition of investment | (1,814 | ) | (15,448 | ) | — | |||||||
Interest income | (1,202 | ) | (2,598 | ) | (1,311 | ) | ||||||
Interest expense | 170,352 | 168,601 | 112,955 | |||||||||
167,336 | 150,555 | 111,644 | ||||||||||
Income before income tax expense | 12,615 | 77,248 | 78,126 | |||||||||
Income tax expense (note 11) | 9,776 | 34,816 | 34,227 | |||||||||
Net income | 2,839 | 42,432 | 43,899 | |||||||||
Preferred stock dividends | 365 | 365 | 365 | |||||||||
Net income applicable to common stock | $ | 2,474 | $ | 42,067 | $ | 43,534 | ||||||
Earnings per share: | ||||||||||||
Basic earnings per share | $ | 0.03 | $ | 0.43 | $ | 0.42 | ||||||
Diluted earnings per share | $ | 0.03 | $ | 0.43 | $ | 0.42 | ||||||
Cash dividends declared per share of common stock | $ | — | $ | 3.25 | $ | — | ||||||
Weighted average common shares outstanding | 92,125,660 | 96,779,009 | 102,720,744 | |||||||||
Incremental common shares from dilutive stock options | 181,180 | 774,898 | 774,778 | |||||||||
Incremental common shares from convertible debt | — | — | — | |||||||||
Weighted average common shares assuming dilution | 92,306,840 | 97,553,907 | 103,495,522 | |||||||||
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AND SUBSIDIARIES
Years Ended December 31, 2008, 2007 and 2006
(In thousands, except share per share data)
Accumulated | ||||||||||||||||||||||||||||||||||||
Series AA | Class A | Class A | Class B | Add’l | Comprehensive | |||||||||||||||||||||||||||||||
PREF | PREF | CMN | CMN | Treasury | Paid in | Income | Accumulated | |||||||||||||||||||||||||||||
Stock | Stock | Stock | Stock | Stock | Capital | (Deficit) | Deficit | Total | ||||||||||||||||||||||||||||
Balance, December 31, 2005 | $ | — | — | 90 | 16 | (25,522 | ) | 2,196,691 | — | (353,793 | ) | 1,817,482 | ||||||||||||||||||||||||
Cumulative effect due to adoption of SAB 108 | — | — | — | — | — | — | — | (4,813 | ) | (4,813 | ) | |||||||||||||||||||||||||
Non-cash compensation | — | — | — | — | 17,906 | — | — | 17,906 | ||||||||||||||||||||||||||||
Exercise of 1,033,596 shares of stock options | — | — | 1 | — | — | 32,806 | — | — | 32,807 | |||||||||||||||||||||||||||
Issuance of 78,889 shares of common stock through employee purchase plan | — | — | — | — | — | 3,313 | — | — | 3,313 | |||||||||||||||||||||||||||
Conversion of 274,662 shares of Class B common stock to Class A common stock | — | — | 1 | (1 | ) | — | — | — | — | — | ||||||||||||||||||||||||||
Purchase of 6,915,980 shares of treasury stock | — | — | — | — | (373,949 | ) | — | — | — | (373,949 | ) | |||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | 2,253 | — | 2,253 | |||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | 43,899 | 43,899 | ||||||||||||||||||||||||||||
Comprehensive income | — | — | — | — | — | — | — | — | 46,152 | |||||||||||||||||||||||||||
Dividends ($63.80 per preferred share) | — | — | — | — | — | — | — | (365 | ) | (365 | ) | |||||||||||||||||||||||||
Balance, December 31, 2006 | $ | — | — | 92 | 15 | (399,471 | ) | 2,250,716 | 2,253 | (315,072 | ) | 1,538,533 | ||||||||||||||||||||||||
Non-cash compensation | — | — | — | — | 27,488 | — | — | 27,488 | ||||||||||||||||||||||||||||
Exercise of 311,045 shares of stock options | — | — | 1 | — | — | 10,605 | — | — | 10,606 | |||||||||||||||||||||||||||
Issuance of shares of common stock through employee purchase plan | — | — | — | — | — | 3,603 | — | — | 3,603 | |||||||||||||||||||||||||||
Dividends to Common Shareholders | — | — | — | — | — | — | — | (318,303 | ) | (318,303 | ) | |||||||||||||||||||||||||
Tax Deduction related to options exercised | — | — | — | — | — | 6,698 | — | — | 6,698 | |||||||||||||||||||||||||||
Purchase of 6,848,546 shares of treasury stock | — | — | — | — | (390,503 | ) | — | — | — | (390,503 | ) | |||||||||||||||||||||||||
Bifurcation of 27/8% convertible notes | — | — | — | — | — | 24,143 | — | — | 24,143 | |||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | 7,212 | — | 7,212 | |||||||||||||||||||||||||||
Change in unrealized loss on hedging transaction | — | — | — | — | — | — | (179 | ) | — | (179 | ) | |||||||||||||||||||||||||
Net income | — | — | — | — | — | — | 42,432 | 42,432 | ||||||||||||||||||||||||||||
Comprehensive income | — | — | — | — | — | — | — | — | 49,465 | |||||||||||||||||||||||||||
Dividends ($63.80 per preferred share) | — | — | — | — | — | — | — | (365 | ) | (365 | ) | |||||||||||||||||||||||||
Balance, December 31, 2007 | $ | — | — | 93 | 15 | (789,974 | ) | 2,323,253 | 9,286 | (591,308 | ) | 951,365 | ||||||||||||||||||||||||
Non-cash compensation | — | — | — | — | — | 9,005 | — | — | 9,005 | |||||||||||||||||||||||||||
Exercise of 246,489 shares of stock options | — | — | — | — | — | 7,802 | — | — | 7,802 | |||||||||||||||||||||||||||
Issuance of shares of common stock through employee purchase plan | — | — | — | — | — | 3,379 | — | — | 3,379 | |||||||||||||||||||||||||||
Conversion of 200,000 shares of Class B common stock to Class A common stock | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Tax Deduction related to options exercised | — | — | — | — | — | 4,415 | — | — | 4,415 | |||||||||||||||||||||||||||
Purchase of 2,629,007 shares of treasury stock | — | — | — | — | (93,390 | ) | — | — | — | (93,390 | ) | |||||||||||||||||||||||||
Comprehensive income (deficit): | ||||||||||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | (7,690 | ) | — | (7,690 | ) | |||||||||||||||||||||||||
Change in unrealized loss on hedging transaction, net of tax $2,398 | — | — | — | — | — | — | (3,635 | ) | — | (3,635 | ) | |||||||||||||||||||||||||
Net income | — | — | — | — | — | — | 2,839 | 2,839 | ||||||||||||||||||||||||||||
Comprehensive deficit | — | — | — | — | — | — | — | — | (8,486 | ) | ||||||||||||||||||||||||||
Dividends ($63.80 per preferred share) | — | — | — | — | — | — | — | (365 | ) | (365 | ) | |||||||||||||||||||||||||
Balance, December 31, 2008 | $ | — | — | 93 | 15 | (883,364 | ) | 2,347,854 | (2,039 | ) | (588,834 | ) | 873,725 | |||||||||||||||||||||||
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AND SUBSIDIARIES
Years Ended December 31, 2008, 2007 and 2006
(In thousands)
2008 | 2007 | 2006 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 2,839 | $ | 42,432 | $ | 43,899 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 331,654 | 306,879 | 301,685 | |||||||||
Non-cash compensation | 9,005 | 27,488 | 17,906 | |||||||||
Amortization included in interest expense | 16,137 | 10,741 | 4,793 | |||||||||
Gain on disposition of assets and investments | (9,177 | ) | (19,362 | ) | (10,862 | ) | ||||||
Deferred income tax expenses | 20,365 | 3,762 | 6,364 | |||||||||
Provision for doubtful accounts | 14,365 | 7,166 | 6,287 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase) decrease in: | ||||||||||||
Receivables | (11,013 | ) | (10,859 | ) | (17,583 | ) | ||||||
Prepaid expenses | 599 | (4,159 | ) | (4,780 | ) | |||||||
Other assets | 2,012 | (14,133 | ) | 2,145 | ||||||||
Increase (decrease) in: | ||||||||||||
Trade accounts payable | (4,452 | ) | 5,367 | 837 | ||||||||
Accrued expenses | (22,380 | ) | (243 | ) | 11,004 | |||||||
Other liabilities | (3,434 | ) | (610 | ) | 2,822 | |||||||
Cash flows provided by operating activities | 346,520 | 354,469 | 364,517 | |||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (198,070 | ) | (220,534 | ) | (223,350 | ) | ||||||
Acquisitions | (249,951 | ) | (153,593 | ) | (227,649 | ) | ||||||
Decrease (increase) in notes receivable | 267 | 9,420 | (1,331 | ) | ||||||||
Proceeds from disposition of assets | 10,335 | 23,626 | 13,434 | |||||||||
Cash flows used in investing activities | (437,419 | ) | (341,081 | ) | (438,896 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Net proceeds from issuance of common stock | 11,182 | 14,208 | 35,236 | |||||||||
Tax deduction from options exercised | 2,156 | 6,698 | — | |||||||||
Cash used for purchase of treasury shares | (93,390 | ) | (390,503 | ) | (373,949 | ) | ||||||
Principle payments on long-term debt | (29,412 | ) | (107,585 | ) | (2,303 | ) | ||||||
Debt issuance costs | (169 | ) | (7,760 | ) | (4,328 | ) | ||||||
Net proceeds from note offerings and new notes payable | 140,000 | 842,887 | 412,682 | |||||||||
Dividends | (365 | ) | (318,668 | ) | (365 | ) | ||||||
Cash flows provided by financing activities | 30,002 | 39,277 | 66,973 | |||||||||
Effect of exchange rate changes in cash and cash equivalents | (1,012 | ) | 11,587 | (217 | ) | |||||||
Net increase (decrease) in cash and cash equivalents | (61,909 | ) | 64,252 | (7,623 | ) | |||||||
Cash and cash equivalents at beginning of period | 76,048 | 11,796 | 19,419 | |||||||||
Cash and cash equivalents at end of period | $ | 14,139 | $ | 76,048 | $ | 11,796 | ||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for interest | $ | 149,417 | $ | 157,549 | $ | 97,711 | ||||||
Cash paid for state and federal income taxes | $ | 3,933 | $ | 34,249 | $ | 28,471 | ||||||
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(1) | Significant Accounting Policies |
(a) | Nature of Business |
(b) | Principles of Consolidation |
• | that engages in business activities from which it may earn revenues and incur expenses; | |
• | whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and | |
• | for which discrete financial information is available. |
(c) | Property, Plant and Equipment |
F-9
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(d) | Goodwill and Intangible Assets |
(e) | Impairment of Long-Lived Assets |
(f) | Deferred Income |
(g) | Revenue Recognition |
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
2008 | 2007 | 2006 | ||||||||||
Net revenues | $ | 5,531 | $ | 5,369 | $ | 5,461 | ||||||
Direct advertising expenses | $ | 2,996 | $ | 2,820 | $ | 2,802 | ||||||
General and administrative expenses | $ | 2,643 | $ | 2,546 | $ | 2,645 |
(h) | Income Taxes |
(i) | Earnings Per Share |
(j) | Stock Based Compensation |
F-11
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(k) | Cash and Cash Equivalents |
(l) | Foreign Currency Translation |
(m) | Reclassification of Prior Year Amounts |
(n) | Asset Retirement Obligations |
(o) | Use of Estimates |
(p) | Comprehensive Income |
(q) | Fair Value Hedging — Interest Rate Swaps |
F-12
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(r) | Recently Adopted Accounting Pronouncements |
(2) | Acquisitions |
F-13
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Total | ||||
Current assets | $ | 16,999 | ||
Property, plant and equipment | 98,673 | |||
Goodwill | 40,781 | |||
Site locations | 67,018 | |||
Non-competition agreements | 2,792 | |||
Customer lists and contracts | 12,354 | |||
Other assets | 26,786 | |||
Current liabilities | (7,689 | ) | ||
Long term liabilities | (7,763 | ) | ||
$ | 249,951 | |||
2008 | 2007 | |||||||
Net revenues | $ | 1,213,650 | $ | 1,253,355 | ||||
Net (loss) income applicable to common stock | $ | (506 | ) | $ | 34,896 | |||
Net (loss) income per common share — basic | $ | (0.01 | ) | $ | 0.36 | |||
Net (loss) income per common share — diluted | $ | (0.01 | ) | $ | 0.36 |
F-14
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Total | ||||
Current assets | $ | 4,330 | ||
Property, plant and equipment | 80,358 | |||
Goodwill | 18,522 | |||
Site locations | 40,334 | |||
Non-competition agreements | 353 | |||
Customer lists and contracts | 8,962 | |||
Other assets | 1,527 | |||
Current liabilities | (793 | ) | ||
$ | 153,593 | |||
(3) | Noncash Financing Activities |
(4) | Property, Plant and Equipment |
Estimated Life | ||||||||||||
(Years) | 2008 | 2007 | ||||||||||
Land | — | $ | 298,923 | $ | 242,383 | |||||||
Building and improvements | 10 - 39 | 109,547 | 108,314 | |||||||||
Advertising structures | 5 - 15 | 2,370,472 | 2,224,517 | |||||||||
Automotive and other equipment | 3 - 7 | 122,028 | 110,902 | |||||||||
$ | 2,900,970 | $ | 2,686,116 | |||||||||
(5) | Goodwill and Other Intangible Assets |
Estimated | 2008 | 2007 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Amortizable Intangible Assets: | ||||||||||||||||||||
Customer lists and contracts | 7 - 10 | $ | 465,126 | $ | 415,753 | $ | 453,305 | $ | 400,390 | |||||||||||
Non-competition agreements | 3 - 15 | 63,407 | 58,380 | 60,633 | 56,900 | |||||||||||||||
Site locations | 15 | 1,367,511 | 649,596 | 1,304,323 | 560,706 | |||||||||||||||
Other | 5 - 15 | 13,608 | 12,159 | 13,599 | 10,911 | |||||||||||||||
$ | 1,909,652 | $ | 1,135,888 | $ | 1,831,860 | $ | 1,028,907 | |||||||||||||
Unamortizable Intangible Assets: | ||||||||||||||||||||
Goodwill | $ | 1,670,031 | $ | 253,635 | $ | 1,629,875 | $ | 253,635 |
F-15
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Balance as of December 31, 2007 | $ | 1,629,875 | ||
Goodwill acquired during the year | 40,156 | |||
Impairment losses | — | |||
Balance as of December 31, 2008 | $ | 1,670,031 | ||
Year ended December 31, 2009 | $ | 107,184 | ||
Year ended December 31, 2010 | 104,100 | |||
Year ended December 31, 2011 | 101,622 | |||
Year ended December 31, 2012 | 98,419 | |||
Year ended December 31, 2013 | 95,719 | |||
Thereafter | 266,720 | |||
Total | $ | 773,764 |
(6) | Leases |
2009 | $ | 155,948 | ||
2010 | $ | 136,564 | ||
2011 | $ | 119,233 | ||
2012 | $ | 105,412 | ||
2013 | $ | 91,432 | ||
Thereafter | $ | 674,035 |
(7) | Accrued Expenses |
2008 | 2007 | |||||||
Payroll | $ | 7,437 | $ | 13,629 | ||||
Interest | 36,761 | 36,882 | ||||||
Insurance benefits | 10,738 | 10,818 | ||||||
Other | 17,471 | 14,341 | ||||||
$ | 72,407 | $ | 75,670 | |||||
F-16
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(8) | Long-term Debt |
2008 | 2007 | |||||||
Bank Credit Agreement | $ | 1,290,625 | $ | 1,181,325 | ||||
27/8% Convertible Notes | 265,591 | 254,397 | ||||||
71/4% Senior Subordinated Notes | 387,278 | 387,758 | ||||||
65/8% Senior Subordinated Notes | 400,000 | 400,000 | ||||||
65/8% Senior Subordinated Notes — Series B | 203,584 | 202,202 | ||||||
65/8% Senior Subordinated Notes — Series C | 262,568 | 261,181 | ||||||
Other notes with various rates and terms | 4,803 | 5,804 | ||||||
2,814,449 | 2,692,667 | |||||||
Less current maturities | (58,751 | ) | (31,742 | ) | ||||
Long-term debt, excluding current maturities | $ | 2,755,698 | $ | 2,660,925 | ||||
2009 | $ | 58,751 | ||
2010 | $ | 383,499 | ||
2011 | $ | 199,447 | ||
2012 | $ | 560,818 | ||
2013 | $ | 434,760 | ||
Later years | $ | 1,177,174 |
F-17
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
F-18
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Term | ||||
March 31, 2009 | $ | 7,675.0 | ||
June 30, 2009 — September 30, 2009 | $ | 11,612.5 | ||
December 31, 2009 — March 31, 2010 | $ | 26,962.5 | ||
June 30, 2010 — March 31, 2011 | $ | 30,087.5 | ||
June 30, 2011 — September 30, 2011 | $ | 33,212.5 | ||
December 31, 2011 — March 31, 2012 | $ | 102,287.5 | ||
June 30, 2012 — September 30, 2012 | $ | 136,662.5 | ||
December 31, 2012 — March 31, 2013 | $ | 44,562.5 | ||
June 30, 2013 — December 31, 2013 | $ | 812.5 | ||
March 30, 2014 | $ | 309,562.5 |
F-19
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
• | dispose of assets; | |
• | incur or repay debt; | |
• | create liens; | |
• | make investments; and | |
• | pay dividends. |
• | fixed charges ratios; and | |
• | total debt ratios. |
F-20
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Net | ||||||||||||
Principal | Unamortized | Carrying | ||||||||||
Period Ended | Amount | Discount | Value | |||||||||
December 31, 2008 | $ | 287,500 | $ | 21,909 | $ | 265,591 | ||||||
December 31, 2007 | $ | 287,500 | $ | 33,103 | $ | 254,397 |
December 31, 2008 | December 31, 2007 | |||||||||||||||
Originally | As | Originally | As | |||||||||||||
Reported | Adjusted | Reported | Adjusted | |||||||||||||
Consolidated Statements of Operations: | ||||||||||||||||
Interest expense | $ | 159,158 | $ | 170,352 | $ | 162,447 | $ | 168,601 | ||||||||
Income tax expense | 14,086 | 9,776 | 37,185 | 34,816 | ||||||||||||
Net income applicable to common stock | 9,358 | 2,474 | 45,852 | 42,067 | ||||||||||||
Basic and diluted income per share | $ | 0.10 | $ | 0.03 | $ | 0.47 | $ | 0.43 |
December 31, 2008 | December 31, 2007 | |||||||||||||||
Originally | As | Originally | As | |||||||||||||
Reported | Adjusted | Reported | Adjusted | |||||||||||||
Consolidated Balance Sheet: | ||||||||||||||||
Long-term debt | $ | 2,777,607 | $ | 2,755,698 | $ | 2,694,028 | $ | 2,660,925 | ||||||||
Deferred income tax liability | 126,212 | 134,647 | 136,118 | 148,863 | ||||||||||||
Additional paid-in capital | 2,323,711 | 2,347,854 | 2,299,110 | 2,323,253 | ||||||||||||
Accumulated deficit | (578,165 | ) | (588,834 | ) | (587,523 | ) | (591,308 | ) | ||||||||
Stockholders’ equity | $ | 860,251 | $ | 873,725 | $ | 931,007 | $ | 951,365 |
(9) | Asset Retirement Obligation |
Balance at December 31, 2006 | $ | 141,503 | ||
Additions to asset retirement obligations | 1,502 | |||
Accretion expense | 9,979 | |||
Liabilities settled | (2,938 | ) | ||
Balance at December 31, 2007 | 150,046 | |||
Additions to asset retirement obligations | 6,178 | |||
Accretion expense | 10,177 | |||
Liabilities settled | (5,678 | ) | ||
Balance at December 31, 2008 | $ | 160,723 | ||
F-21
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(10) | Depreciation and Amortization |
Year Ended December 31, | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Direct expenses | $ | 312,028 | $ | 287,422 | $ | 286,041 | ||||||
General and administrative expenses | 7,325 | 8,212 | 6,902 | |||||||||
Corporate expenses | 12,301 | 11,245 | 8,742 | |||||||||
$ | 331,654 | $ | 306,879 | $ | 301,685 | |||||||
(11) | Income Taxes |
Balance of December 31, 2007 | $ | 787 | ||
Plus: additions based on tax positions related to the current year | 34 | |||
Plus: additions for tax positions of prior years | 47 | |||
Less: reductions made for tax positions of prior years | — | |||
Settlements | — | |||
Balance of December 31, 2008 | $ | 868 | ||
F-22
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Current | Deferred | Total | ||||||||||
Year ended December 31, 2008: | ||||||||||||
U.S. federal | $ | (12,845 | ) | $ | 20,055 | $ | 7,210 | |||||
State and local | 893 | 2,092 | 2,985 | |||||||||
Foreign | 1,363 | (1,782 | ) | (419 | ) | |||||||
$ | (10,589 | ) | $ | 20,365 | $ | 9,776 | ||||||
Year ended December 31, 2007: | ||||||||||||
U.S. federal | $ | 21,753 | $ | 3,155 | $ | 24,908 | ||||||
State and local | 7,148 | 1,163 | 8,311 | |||||||||
Foreign | 2,153 | (556 | ) | 1,597 | ||||||||
$ | 31,054 | $ | 3,762 | $ | 34,816 | |||||||
Year ended December 31, 2006: | ||||||||||||
U.S. federal | $ | 22,492 | $ | 6,973 | $ | 29,465 | ||||||
State and local | 4,637 | (664 | ) | 3,973 | ||||||||
Foreign | 734 | 55 | 789 | |||||||||
$ | 27,863 | $ | 6,364 | $ | 34,227 | |||||||
2008 | 2007 | 2006 | ||||||||||
Computed expected tax expense | $ | 4,416 | $ | 27,037 | $ | 27,344 | ||||||
Increase (reduction) in income taxes resulting from: | ||||||||||||
Book expenses not deductible for tax purposes | 1,482 | 1,104 | 2,305 | |||||||||
Stock-based compensation | 2,145 | 880 | 1,773 | |||||||||
Amortization of non-deductible goodwill | 25 | 30 | 27 | |||||||||
State and local income taxes, net of federal income tax benefit | 1,346 | 6,174 | 4,289 | |||||||||
Undistributed earnings of foreign subsidiaries | 821 | 465 | — | |||||||||
Net operating loss valuation allowance | 594 | (772 | ) | (1,706 | ) | |||||||
Other differences, net | (1,053 | ) | (102 | ) | 195 | |||||||
$ | 9,776 | $ | 34,816 | $ | 34,227 | |||||||
F-23
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
2008 | 2007 | |||||||
Current deferred tax assets: | ||||||||
Receivables, principally due to allowance for doubtful accounts | $ | 6,124 | $ | 4,833 | ||||
Accrued liabilities not deducted for tax purposes | 2,401 | 2,801 | ||||||
Net operating loss carry forward | — | 1,211 | ||||||
Tax credits | — | 10,700 | ||||||
Other | 424 | 312 | ||||||
Net current deferred tax asset | $ | 8,949 | $ | 19,857 | ||||
Non-current deferred tax liabilities: | ||||||||
Plant and equipment, principally due to differences in depreciation | $ | (33,135 | ) | $ | (5,707 | ) | ||
Intangibles, due to differences in amortizable lives | (251,085 | ) | (248,623 | ) | ||||
Undistributed earnings of foreign subsidiaries | (2,112 | ) | (1,290 | ) | ||||
Debt, due to 27/8% convertible notes discount | (8,435 | ) | (12,745 | ) | ||||
Other, net | (134 | ) | (105 | ) | ||||
Investments in partnerships | (127 | ) | (620 | ) | ||||
(295,028 | ) | (269,090 | ) | |||||
Non-current deferred tax assets: | ||||||||
Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes | 21,107 | 26,533 | ||||||
Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and deferred for financial reporting purposes | 933 | 2,295 | ||||||
Accrued liabilities not deducted for tax purposes | 10,965 | 18,930 | ||||||
Net operating loss carry forward | 50,958 | 13,721 | ||||||
Asset retirement obligation | 49,893 | 45,485 | ||||||
Tax credits | 25,596 | 15,604 | ||||||
Interest rate swap agreement | 2,403 | — | ||||||
Charitable contribution carry forward | 218 | — | ||||||
Total Non-current deferred tax assets | 162,073 | 122,568 | ||||||
Less: valuation allowance | (1,692 | ) | (2,341 | ) | ||||
Total net deferred tax assets | 160,381 | 120,227 | ||||||
Net non-current deferred tax liability | $ | (134,647 | ) | $ | (148,863 | ) | ||
F-24
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(12) | Related Party Transactions |
F-25
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(13) | Stockholders’ Equity |
F-26
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(14) | Stock Compensation Plans |
F-27
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Dividend | Expected | Risk Free | Expected | |||||||||||||
Grant Year | Yield | Volatility | Interest Rate | Lives | ||||||||||||
2008 | 0 | % | 28 | % | 3 | % | 7 | |||||||||
2007 | 0 | % | 30 | % | 5 | % | 5 | |||||||||
2006 | 0 | % | 43 | % | 4 | % | 7 |
Weighted | Weighted | |||||||||||
Average | Average | |||||||||||
Exercise | Contractual | |||||||||||
Shares | Price | Life | ||||||||||
Outstanding, beginning of year | 2,691,141 | $ | 36.94 | |||||||||
Granted | 1,004,961 | 40.00 | ||||||||||
Exercised | (246,489 | ) | 31.63 | |||||||||
Canceled | (65,406 | ) | 42.67 | |||||||||
Outstanding, end of year | 3,384,207 | $ | 38.12 | 5.33 | ||||||||
Exercisable at end of year | 2,369,252 | $ | 36.60 | 3.83 | ||||||||
Weighted Average | ||||||||
Grant Date | ||||||||
Shares | Fair Value | |||||||
Nonvested stock options at the beginning of the period | 637,400 | $ | 20.02 | |||||
Granted | 1,004,961 | 15.27 | ||||||
Vested | (588,400 | ) | 16.91 | |||||
Canceled | (39,006 | ) | 20.91 | |||||
Nonvested stock options at the end of the period | 1,014,955 | $ | 17.09 | |||||
F-28
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Shares | ||||
Available for future purchases, January 1, 2008 | 392,998 | |||
Purchases | (154,911 | ) | ||
Available for future purchases, December 31, 2008 | 238,087 | |||
(15) | Adoption of Staff Accounting Bulletin No. 108 |
F-29
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Logos | ||||||||
Depreciation | ||||||||
Practices | Total | |||||||
Accumulated depreciation and amortization | $ | 7,839 | $ | 7,839 | ||||
Deferred income tax liabilities | (3,026 | ) | (3,026 | ) | ||||
Accumulated deficit | (4,813 | ) | (4,813 | ) | ||||
$ | — | $ | — | |||||
(16) | Benefit Plans |
F-30
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(17) | Commitment and Contingencies |
(18) | Summarized Financial Information of Subsidiaries |
(19) | Disclosures About Fair Value of Financial Instruments |
F-31
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
As of December 31, 2008 | ||||||||||||||||||||
Fair Value Measurements Using: | ||||||||||||||||||||
Quoted | Significant | |||||||||||||||||||
Prices in | Other | |||||||||||||||||||
Active | Observable | Significant | ||||||||||||||||||
Carrying | Total Fair | Markets | Inputs | Unobservable | ||||||||||||||||
Amount | Value | (Level 1) | (Level 2) | Inputs (Level 3) | ||||||||||||||||
Financial Liabilities | ||||||||||||||||||||
Long-term debt (including current maturities) | $ | 2,814,449 | $ | 2,165,623 | $ | 2,165,623 | $ | — | $ | — | ||||||||||
Hedging instrument | $ | 6,212 | $ | 6,212 | $ | — | $ | 6,212 | $ | — |
F-32
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(20) | Quarterly Financial Data (Unaudited) |
Year 2008 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 282,776 | $ | 323,819 | $ | 312,516 | $ | 279,308 | ||||||||
Net revenues less direct advertising expenses | $ | 177,989 | $ | 213,714 | $ | 198,839 | $ | 171,321 | ||||||||
Net income (loss) applicable to common stock | $ | (3,298 | ) | $ | 12,548 | $ | 1,922 | $ | (8,698 | ) | ||||||
Net income (loss) per common share basic | $ | (0.04 | ) | $ | 0.14 | $ | 0.02 | $ | (0.10 | ) | ||||||
Net income (loss) per common share — diluted | $ | (0.04 | ) | $ | 0.14 | $ | 0.02 | $ | (0.10 | ) |
Year 2007 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 275,185 | $ | 315,225 | $ | 314,253 | $ | 304,892 | ||||||||
Net revenues less direct advertising expenses | $ | 174,402 | $ | 212,456 | $ | 212,132 | $ | 202,168 | ||||||||
Net income applicable to common stock | $ | 8,748 | $ | 17,758 | $ | 12,822 | $ | 2,739 | ||||||||
Net income per common share basic | $ | 0.09 | $ | 0.18 | $ | 0.13 | $ | 0.03 | ||||||||
Net income per common share — diluted | $ | 0.09 | $ | 0.18 | $ | 0.13 | $ | 0.03 |
(21) | New Accounting Pronouncements |
F-33
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(22) | Subsequent Events |
F-34
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
F-35
Table of Contents
Valuation and Qualifying Accounts
Years Ended December 31, 2008, 2007 and 2006
(In thousands)
Balance at | Charged to | Balance at | ||||||||||||||
Beginning | Costs and | End of | ||||||||||||||
of Period | Expenses | Deductions | Period | |||||||||||||
Year ended December 31, 2008 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 6,740 | 14,365 | 11,105 | $ | 10,000 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 1,282,542 | 106,981 | — | $ | 1,389,523 | ||||||||||
Year ended December 31, 2007 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 6,400 | 7,166 | 6,826 | $ | 6,740 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 1,173,293 | 109,249 | — | $ | 1,282,542 | ||||||||||
Year ended December 31, 2006 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 6,000 | 6,287 | 5,887 | $ | 6,400 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 1,051,230 | 122,063 | — | $ | 1,173,293 |
F-36
Table of Contents
F-37
Table of Contents
F-38
Table of Contents
F-39
Table of Contents
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2008 and 2007
(In thousands, except share and per share data)
2008 | 2007 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 14,139 | $ | 76,048 | ||||
Receivables, net of allowance for doubtful accounts of $10,000 and $6,740 in 2008 and 2007 | 155,043 | 147,301 | ||||||
Prepaid expenses | 44,377 | 40,657 | ||||||
Deferred income tax assets (note 6) | 8,948 | 17,616 | ||||||
Other current assets | 39,183 | 23,014 | ||||||
Total current assets | 261,690 | 304,636 | ||||||
Property, plant and equipment | 2,900,970 | 2,686,116 | ||||||
Less accumulated depreciation and amortization | (1,305,937 | ) | (1,169,152 | ) | ||||
Net property, plant and equipment | 1,595,033 | 1,516,964 | ||||||
Goodwill (note 3) | 1,406,254 | 1,366,098 | ||||||
Intangible assets, net (note 3) | 773,140 | 802,338 | ||||||
Deferred financing costs net of accumulated amortization of $22,817 and $19,093 as of 2008 and 2007 respectively | 18,538 | 22,123 | ||||||
Other assets | 43,412 | 41,070 | ||||||
Total assets | $ | 4,098,067 | $ | 4,053,229 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 15,108 | $ | 19,569 | ||||
Current maturities of long-term debt (note 5) | 58,751 | 31,742 | ||||||
Accrued expenses (note 4) | 61,669 | 76,283 | ||||||
Deferred income | 30,612 | 30,657 | ||||||
Total current liabilities | 166,140 | 158,251 | ||||||
Long-term debt (note 5) | 2,777,607 | 2,694,028 | ||||||
Deferred income tax liabilities (note 6) | 161,232 | 149,942 | ||||||
Asset retirement obligation | 160,723 | 150,046 | ||||||
Other liabilities | 15,354 | 14,874 | ||||||
Total liabilities | 3,281,056 | 3,167,141 | ||||||
Stockholder’s equity: | ||||||||
Common stock, $.01 par value, authorized 3,000 shares; 100 shares issued and outstanding at 2008 and 2007 | — | — | ||||||
Additionalpaid-in-capital | 2,517,481 | 2,492,880 | ||||||
Accumulated comprehensive (deficit) income | (2,039 | ) | 9,286 | |||||
Accumulated deficit | (1,698,431 | ) | (1,616,078 | ) | ||||
Stockholder’s equity | 817,011 | 886,088 | ||||||
Total liabilities and stockholder’s equity | $ | 4,098,067 | $ | 4,053,229 | ||||
F-40
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2008, 2007 and 2006
(In thousands)
2008 | 2007 | 2006 | ||||||||||
Net revenues | $ | 1,198,419 | $ | 1,209,555 | $ | 1,120,091 | ||||||
Operating expenses (income): | ||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 436,556 | 408,397 | 390,561 | |||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 207,321 | 210,793 | 198,187 | |||||||||
Corporate expenses (exclusive of depreciation and amortization) | 49,398 | 59,040 | 49,729 | |||||||||
Depreciation and amortization | 331,654 | 306,879 | 301,685 | |||||||||
Gain on disposition of assets | (7,363 | ) | (3,914 | ) | (10,862 | ) | ||||||
1,017,566 | 981,195 | 929,300 | ||||||||||
Operating income | 180,853 | 228,360 | 190,791 | |||||||||
Other expense (income): | ||||||||||||
Gain on disposition of investment | (1,814 | ) | (15,448 | ) | — | |||||||
Interest income | (1,202 | ) | (2,598 | ) | (1,311 | ) | ||||||
Interest expense | 157,918 | 161,207 | 111,117 | |||||||||
154,902 | 143,161 | 109,806 | ||||||||||
Income before income tax expense | 25,951 | 85,199 | 80,985 | |||||||||
Income tax expense (note 6) | 14,914 | 38,198 | 35,753 | |||||||||
Net income | $ | 11,037 | $ | 47,001 | $ | 45,232 | ||||||
F-41
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Stockholder’s Equity and Comprehensive Income (Deficit)
Years Ended December 31, 2008, 2007 and 2006
(In thousands, except share and per share data)
Accumulated | ||||||||||||||||||||
Additional | Comprehensive | |||||||||||||||||||
Common | Paid-In | Income | Accumulated | |||||||||||||||||
Stock | Capital | (Deficit) | Deficit | Total | ||||||||||||||||
Balance, December 31, 2005 | $ | — | $ | 2,390,458 | $ | — | $ | (620,742 | ) | $ | 1,769,716 | |||||||||
Cumulative effect due to adoption of SAB 108 | — | — | (4,813 | ) | (4,813 | ) | ||||||||||||||
Contribution from parent | — | 54,027 | — | — | 54,027 | |||||||||||||||
Comprehensive income: | ||||||||||||||||||||
Foreign currency translations | — | — | 2,253 | — | 2,253 | |||||||||||||||
Net income | — | — | — | 45,232 | 45,232 | |||||||||||||||
Net comprehensive income | — | — | — | — | 47,485 | |||||||||||||||
Dividend to parent | — | — | — | (373,948 | ) | (373,948 | ) | |||||||||||||
Balance, December 31, 2006 | $ | — | $ | 2,444,485 | $ | 2,253 | $ | (954,271 | ) | $ | 1,492,467 | |||||||||
Contribution from parent | — | 48,395 | — | — | 48,395 | |||||||||||||||
Comprehensive income: | ||||||||||||||||||||
Foreign currency translations | — | — | 7,212 | — | 7,212 | |||||||||||||||
Change in unrealized loss of hedging transaction | — | — | (179 | ) | — | (179 | ) | |||||||||||||
Net income | — | — | — | 47,001 | 47,001 | |||||||||||||||
Net comprehensive income | — | — | — | — | 54,034 | |||||||||||||||
Dividend to parent | — | — | — | (708,808 | ) | (708,808 | ) | |||||||||||||
Balance, December 31, 2007 | $ | — | $ | 2,492,880 | $ | 9,286 | $ | (1,616,078 | ) | $ | 886,088 | |||||||||
Contribution from parent | — | 24,601 | — | — | 24,601 | |||||||||||||||
Comprehensive income: | ||||||||||||||||||||
Foreign currency translations | — | — | (7,690 | ) | — | (7,690 | ) | |||||||||||||
Change in unrealized loss of hedging transaction, net of tax $2,398 | — | — | (3,635 | ) | — | (3,635 | ) | |||||||||||||
Net income | — | — | — | 11,037 | 11,037 | |||||||||||||||
Net comprehensive loss | — | — | — | — | (288 | ) | ||||||||||||||
Dividend to parent | — | — | — | (93,390 | ) | (93,390 | ) | |||||||||||||
Balance, December 31, 2008 | $ | — | $ | 2,517,481 | $ | (2,039 | ) | $ | (1,698,431 | ) | $ | 817,011 | ||||||||
F-42
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2008, 2007 and 2006
(In thousands)
2008 | 2007 | 2006 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 11,037 | $ | 47,001 | $ | 45,232 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 331,654 | 306,879 | 301,685 | |||||||||
Non-cash compensation | 9,005 | 27,488 | 17,906 | |||||||||
Amortization included in interest expense | 3,703 | 3,347 | 2,955 | |||||||||
Gain on disposition of assets and investments | (9,177 | ) | (19,362 | ) | (10,862 | ) | ||||||
Deferred income tax expenses (benefit) | 26,208 | 6,565 | (8,951 | ) | ||||||||
Provision for doubtful accounts | 14,365 | 7,166 | 6,287 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase) decrease in: | ||||||||||||
Receivables | (11,013 | ) | (10,859 | ) | (17,583 | ) | ||||||
Prepaid expenses | 599 | (4,159 | ) | (4,780 | ) | |||||||
Other assets | 4,792 | (11,221 | ) | 6,696 | ||||||||
Increase (decrease) in: | ||||||||||||
Trade accounts payable | (4,452 | ) | 5,367 | 837 | ||||||||
Accrued expenses | (23,006 | ) | (13,003 | ) | 27,846 | |||||||
Other liabilities | (18,824 | ) | (19,349 | ) | (21,908 | ) | ||||||
Cash flows provided by operating activities | 334,891 | 325,860 | 345,360 | |||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (198,070 | ) | (220,534 | ) | (223,350 | ) | ||||||
Acquisitions | (249,951 | ) | (153,593 | ) | (227,649 | ) | ||||||
Decrease (increase) in notes receivable | 267 | 9,420 | (1,331 | ) | ||||||||
Proceeds from disposition of assets | 10,335 | 23,626 | 13,434 | |||||||||
Cash flows used in investing activities | (437,419 | ) | (341,081 | ) | (438,896 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Principal payments on long-term debt | (29,412 | ) | (107,585 | ) | (2,303 | ) | ||||||
Debt issuance costs | (168 | ) | (7,003 | ) | (4,328 | ) | ||||||
Net proceeds from note offerings and new notes payable | 140,000 | 842,887 | 412,682 | |||||||||
Dividends to parent | (93,390 | ) | (708,808 | ) | (373,948 | ) | ||||||
Contributions from parent | 24,601 | 48,395 | 54,027 | |||||||||
Cash flows provided by financing activities | 41,631 | 67,886 | 86,130 | |||||||||
Effect of exchange rate changes in cash and cash equivalents | (1,012 | ) | 11,587 | (217 | ) | |||||||
Net increase (decrease) in cash and cash equivalents | (61,909 | ) | 64,252 | (7,623 | ) | |||||||
Cash and cash equivalents at beginning of period | 76,048 | 11,796 | 19,419 | |||||||||
Cash and cash equivalents at end of period | $ | 14,139 | $ | 76,048 | $ | 11,796 | ||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for interest | $ | 149,417 | $ | 157,549 | $ | 97,711 | ||||||
Cash paid for state and federal income taxes | $ | 3,933 | $ | 34,249 | $ | 28,471 | ||||||
F-43
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(a) | Nature of Business |
(b) | Principles of Consolidation |
Estimated | 2008 | 2007 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Amortizable Intangible Assets: | ||||||||||||||||||||
Customer lists and contracts | 7 - 10 | $ | 465,126 | $ | 415,753 | $ | 453,305 | $ | 400,390 | |||||||||||
Non-competition agreements | 3 - 15 | 63,407 | 58,380 | 60,633 | 56,900 | |||||||||||||||
Site locations | 15 | 1,367,511 | 649,597 | 1,304,323 | 560,706 | |||||||||||||||
Other | 5 - 15 | 13,001 | 12,175 | 13,002 | 10,929 | |||||||||||||||
$ | 1,909,045 | $ | 1,135,905 | $ | 1,831,263 | $ | 1,028,925 | |||||||||||||
Unamortizable Intangible Assets: | ||||||||||||||||||||
Goodwill | $ | 1,659,020 | $ | 252,766 | $ | 1,618,864 | $ | 252,766 |
F-44
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Balance as of December 31, 2007 | $ | 1,618,864 | ||
Goodwill acquired during the year | 40,156 | |||
Impairment losses | — | |||
Balance as of December 31, 2008 | $ | 1,659,020 | ||
2008 | 2007 | |||||||
Payroll | $ | 7,437 | $ | 13,629 | ||||
Interest | 36,761 | 36,882 | ||||||
Other | 17,471 | 25,772 | ||||||
$ | 61,669 | $ | 76,283 | |||||
2008 | 2007 | |||||||
71/4% Senior Subordinated notes | $ | 387,278 | $ | 387,758 | ||||
Mirror note to parent | 287,500 | 287,500 | ||||||
Bank Credit Agreement | 1,290,625 | 1,181,325 | ||||||
65/8% Senior Subordinated Notes | 400,000 | 400,000 | ||||||
65/8% Senior Subordinated Notes — Series B | 203,584 | 202,202 | ||||||
65/8% Senior Subordinated Notes — Series C | 262,568 | 261,181 | ||||||
Other notes with various rates and terms | 4,803 | 5,804 | ||||||
2,836,358 | 2,725,770 | |||||||
Less current maturities | (58,751 | ) | (31,742 | ) | ||||
Long-term debt excluding current maturities | $ | 2,777,607 | $ | 2,694,028 | ||||
2009 | $ | 58,751 | ||
2010 | $ | 405,408 | ||
2011 | $ | 199,447 | ||
2012 | $ | 560,818 | ||
2013 | $ | 434,760 | ||
Later years | $ | 1,177,174 |
F-45
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Balance of December 31, 2007 | $ | 787 | ||
Plus: additions based on tax positions related to the current year | 34 | |||
Plus: additions for tax positions of prior years | 47 | |||
Less: reductions made for tax positions of prior years | — | |||
Settlements | — | |||
Balance of December 31, 2008 | $ | 868 | ||
F-46
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Current | Deferred | Total | ||||||||||
Year ended December 31, 2008: | ||||||||||||
U.S. federal | $ | (13,560 | ) | $ | 25,852 | $ | 12,292 | |||||
State and local | 903 | 2,138 | 3,041 | |||||||||
Foreign | 1,363 | (1,782 | ) | (419 | ) | |||||||
$ | (11,294 | ) | $ | 26,208 | $ | 14,914 | ||||||
Year ended December 31, 2007: | ||||||||||||
U.S. federal | $ | 22,329 | $ | 5,971 | $ | 28,300 | ||||||
State and local | 7,151 | 1,150 | 8,301 | |||||||||
Foreign | 2,153 | (556 | ) | 1,597 | ||||||||
$ | 31,633 | $ | 6,565 | $ | 38,198 | |||||||
Year ended December 31, 2006: | ||||||||||||
U.S. federal | $ | 39,333 | $ | (8,338 | ) | $ | 30,995 | |||||
State and local | 4,637 | (667 | ) | 3,970 | ||||||||
Foreign | 734 | 54 | 788 | |||||||||
$ | 44,704 | $ | (8,951 | ) | $ | 35,753 | ||||||
2008 | 2007 | 2006 | ||||||||||
Computed expected tax expense | $ | 9,083 | $ | 29,819 | $ | 28,345 | ||||||
Increase (reduction) in income taxes resulting from: | ||||||||||||
Book expenses not deductible for tax purposes | 1,482 | 1,105 | 2,346 | |||||||||
Stock-based compensation | 2,145 | 880 | 1,773 | |||||||||
Amortization of non-deductible goodwill | 19 | 24 | 24 | |||||||||
State and local income taxes, net of federal income tax benefit | 1,382 | 6,168 | 4,287 | |||||||||
Undistributed earnings foreign subsidiaries | 821 | 465 | — | |||||||||
Valuation allowance | 594 | (772 | ) | (1,706 | ) | |||||||
Other differences, net | (612 | ) | 509 | 684 | ||||||||
$ | 14,914 | $ | 38,198 | $ | 35,753 | |||||||
F-47
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
2008 | 2007 | |||||||
Current deferred tax assets: | ||||||||
Receivables, principally due to allowance for doubtful accounts | $ | 6,124 | $ | 4,832 | ||||
Tax credits | — | 8,459 | ||||||
Accrued liabilities not deducted for tax purposes | 2,401 | 2,801 | ||||||
Net operating loss carry forward | — | 1,212 | ||||||
Other | 423 | 312 | ||||||
Net current deferred tax asset | $ | 8,948 | $ | 17,616 | ||||
Non-current deferred tax liabilities: | ||||||||
Plant and equipment, principally due to differences in depreciation | $ | (33,135 | ) | $ | (5,707 | ) | ||
Intangibles, due to differences in amortizable lives | (250,574 | ) | (247,907 | ) | ||||
Undistributed earnings of foreign subsidiary | (2,112 | ) | (1,290 | ) | ||||
Investment in partnership | (126 | ) | (620 | ) | ||||
Other, net | (186 | ) | (105 | ) | ||||
$ | (286,133 | ) | $ | (255,629 | ) | |||
Non-current deferred tax assets: | ||||||||
Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes | 21,107 | 26,533 | ||||||
Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and deferred for financial reporting purposes | 933 | 2,295 | ||||||
Accrued liabilities not deducted for tax purposes | 10,965 | 18,930 | ||||||
Net operating loss carry forward | 27,712 | 13,721 | ||||||
Asset retirement obligation | 49,893 | 45,485 | ||||||
Tax credits | 13,362 | 1,064 | ||||||
Interest rate swap agreement | 2,403 | — | ||||||
Charitable contributions carry forward | 218 | — | ||||||
Total deferred tax assets | 126,593 | 108,028 | ||||||
Less: valuation allowance | (1,692 | ) | (2,341 | ) | ||||
Total net deferred tax assets | 124,901 | 105,687 | ||||||
Net non-current deferred tax liability | $ | (161,232 | ) | $ | (149,942 | ) | ||
F-48
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Year 2008 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 282,776 | $ | 323,819 | $ | 312,516 | $ | 279,308 | ||||||||
Net revenues less direct advertising expenses | $ | 177,989 | $ | 213,714 | $ | 198,839 | $ | 171,321 | ||||||||
Net (loss) income | $ | (1,363 | ) | $ | 14,920 | $ | 4,002 | $ | (6,522 | ) |
Year 2007 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 275,185 | $ | 315,225 | $ | 314,253 | $ | 304,892 | ||||||||
Net revenues less direct advertising expenses | $ | 174,402 | $ | 212,456 | $ | 212,132 | $ | 202,168 | ||||||||
Net income | $ | 8,860 | $ | 18,959 | $ | 14,328 | $ | 4,854 |
F-49
Table of Contents
and Subsidiaries
Valuation and Qualifying Accounts
Years Ended December 31, 2008, 2007 and 2006
(In thousands)
Balance at | Charged to | Balance | ||||||||||||||
Beginning of | Costs and | at end | ||||||||||||||
Period | Expenses | Deductions | of Period | |||||||||||||
Year Ended December 31, 2008 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 6,740 | 14,365 | 11,105 | $ | 10,000 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 1,281,690 | 106,981 | — | $ | 1,388,671 | ||||||||||
Year Ended December 31, 2007 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 6,400 | 7,166 | 6,826 | $ | 6,740 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 1,172,441 | 109,249 | — | $ | 1,281,690 | ||||||||||
Year Ended December 31, 2006 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 6,000 | 6,287 | 5,887 | $ | 6,400 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 1,050,378 | 122,063 | — | $ | 1,172,441 |
F-50
Table of Contents
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share and per share data)
June 30, | December 31, | |||||||
2009 | 2008 | |||||||
(As adjusted) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 157,570 | $ | 14,139 | ||||
Receivables, net of allowance for doubtful accounts of $10,000 in 2009 and 2008 | 156,954 | 155,043 | ||||||
Prepaid expenses | 62,659 | 44,377 | ||||||
Deferred income tax assets | 8,643 | 8,949 | ||||||
Other current assets | 39,519 | 38,475 | ||||||
Total current assets | 425,345 | 260,983 | ||||||
Property, plant and equipment | 2,848,114 | 2,900,970 | ||||||
Less accumulated depreciation and amortization | (1,349,701 | ) | (1,305,937 | ) | ||||
Net property, plant and equipment | 1,498,413 | 1,595,033 | ||||||
Goodwill | 1,416,024 | 1,416,396 | ||||||
Intangible assets | 720,845 | 773,764 | ||||||
Deferred financing costs, net of accumulated amortization of $36,330 and $36,670 in 2009 and 2008, respectively | 37,779 | 24,372 | ||||||
Other assets | 45,286 | 46,477 | ||||||
Total assets | $ | 4,143,692 | $ | 4,117,025 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 11,597 | $ | 15,108 | ||||
Current maturities of long-term debt | 96,468 | 58,751 | ||||||
Accrued expenses | 81,378 | 72,407 | ||||||
Deferred income | 37,014 | 30,612 | ||||||
Total current liabilities | 226,457 | 176,878 | ||||||
Long-term debt | 2,781,605 | 2,755,698 | ||||||
Deferred income tax liabilities | 111,493 | 134,647 | ||||||
Asset retirement obligation | 159,527 | 160,723 | ||||||
Other liabilities | 13,275 | 15,354 | ||||||
Total liabilities | 3,292,357 | 3,243,300 | ||||||
Stockholders’ equity: | ||||||||
Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized 5,720 shares; 5,720 shares issued and outstanding at 2009 and 2008 | — | — | ||||||
Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares authorized; 0 shares issued and outstanding at 2009 and 2008 | — | — | ||||||
Class A common stock, par value $.001, 175,000,000 shares authorized, 93,522,941 and 93,339,895 shares issued at 2009 and 2008, respectively; 76,577,688 and 76,401,592 outstanding at 2009 and 2008, respectively | 94 | 93 | ||||||
Class B common stock, par value $.001, 37,500,000 shares authorized, 15,172,865 shares issued and outstanding at 2009 and 2008 | 15 | 15 | ||||||
Additional paid-in capital | 2,355,909 | 2,347,854 | ||||||
Accumulated comprehensive income (deficit) | 893 | (2,039 | ) | |||||
Accumulated deficit | (622,168 | ) | (588,834 | ) | ||||
Cost of shares held in treasury, 16,945,253 and 16,938,303 shares in 2009 and 2008, respectively | (883,408 | ) | (883,364 | ) | ||||
Stockholders’ equity | 851,335 | 873,725 | ||||||
Total liabilities and stockholders’ equity | $ | 4,143,692 | $ | 4,117,025 | ||||
F-51
Table of Contents
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(As adjusted) | (As adjusted) | |||||||||||||||
Net revenues | $ | 274,736 | $ | 323,819 | $ | 521,984 | $ | 606,595 | ||||||||
Operating expenses (income) | ||||||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 99,414 | 110,105 | 199,735 | 214,892 | ||||||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 48,275 | 54,242 | 94,603 | 106,229 | ||||||||||||
Corporate expenses (exclusive of depreciation and amortization) | 10,783 | 15,633 | 21,658 | 28,830 | ||||||||||||
Depreciation and amortization | 83,489 | 79,303 | 169,263 | 156,996 | ||||||||||||
Gain on disposition of assets | (1,221 | ) | (2,069 | ) | (1,873 | ) | (3,012 | ) | ||||||||
240,740 | 257,214 | 483,386 | 503,935 | |||||||||||||
Operating income | 33,996 | 66,605 | 38,598 | 102,660 | ||||||||||||
Other expense (income) | ||||||||||||||||
Gain on extinguishment of debt | (3,539 | ) | — | (3,539 | ) | — | ||||||||||
Gain on disposition of investment | — | — | — | (1,533 | ) | |||||||||||
Interest income | (169 | ) | (231 | ) | (314 | ) | (680 | ) | ||||||||
Interest expense | 56,645 | 41,937 | 92,995 | 85,425 | ||||||||||||
52,937 | 41,706 | 89,142 | 83,212 | |||||||||||||
(Loss) income before income tax expense | (18,941 | ) | 24,899 | (50,544 | ) | 19,448 | ||||||||||
Income tax (benefit) expense | (7,122 | ) | 12,259 | (17,392 | ) | 10,015 | ||||||||||
Net (loss) income | (11,819 | ) | 12,640 | (33,152 | ) | 9,433 | ||||||||||
Preferred stock dividends | 91 | 91 | 182 | 182 | ||||||||||||
Net (loss) income applicable to common stock | $ | (11,910 | ) | $ | 12,549 | $ | (33,334 | ) | $ | 9,251 | ||||||
Earnings per share: | ||||||||||||||||
Basic earnings per share | $ | (0.13 | ) | $ | 0.14 | $ | (0.36 | ) | $ | 0.10 | ||||||
Diluted earnings per share | $ | (0.13 | ) | $ | 0.14 | $ | (0.36 | ) | $ | 0.10 | ||||||
Weighted average common shares used in computing earnings per share: | ||||||||||||||||
Weighted average common shares outstanding | 91,686,753 | 92,172,492 | 91,633,232 | 92,801,232 | ||||||||||||
Incremental common shares from dilutive stock options and warrants | 60,020 | 236,594 | 153,902 | 223,182 | ||||||||||||
Incremental common shares from convertible debt | — | — | — | — | ||||||||||||
Weighted average common shares diluted | 91,746,773 | 92,409,086 | 91,787,134 | 93,024,414 | ||||||||||||
F-52
Table of Contents
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended | ||||||||
June 30, | ||||||||
2009 | 2008 | |||||||
(As adjusted) | ||||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | $ | (33,152 | ) | $ | 9,433 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 169,263 | 156,996 | ||||||
Non-cash equity based compensation | 6,741 | 7,369 | ||||||
Amortization included in interest expense | 11,385 | 7,978 | ||||||
Gain on disposition of assets | (1,873 | ) | (4,545 | ) | ||||
Gain on extinguishment of debt | (3,539 | ) | — | |||||
Deferred tax (benefit) expense | (18,769 | ) | 7,568 | |||||
Provision for doubtful accounts | 5,495 | 5,593 | ||||||
Changes in operating assets and liabilities: | ||||||||
(Increase) decrease in: | ||||||||
Receivables | (2,291 | ) | (25,445 | ) | ||||
Prepaid expenses | (17,068 | ) | (19,972 | ) | ||||
Other assets | (1,946 | ) | 2,051 | |||||
Increase (decrease) in: | ||||||||
Trade accounts payable | (3,513 | ) | (4,367 | ) | ||||
Accrued expenses | 6,853 | (5,362 | ) | |||||
Other liabilities | (1,175 | ) | (5,979 | ) | ||||
Net cash provided by operating activities | 116,411 | 131,318 | ||||||
Cash flows from investing activities: | ||||||||
Acquisitions | (642 | ) | (193,027 | ) | ||||
Capital expenditures | (21,471 | ) | (107,613 | ) | ||||
Proceeds from disposition of assets | 8,244 | 8,095 | ||||||
Payments received on notes receivable | 84 | 128 | ||||||
Net cash used in investing activities | (13,785 | ) | (292,417 | ) | ||||
Cash flows from financing activities: | ||||||||
Debt issuance costs | (19,629 | ) | (168 | ) | ||||
Cash used for purchase of treasury stock | (43 | ) | (93,390 | ) | ||||
Net proceeds from issuance of common stock | 1,442 | 5,522 | ||||||
Net (payments) borrowings under credit agreement | (114,532 | ) | 185,450 | |||||
Payment on convertible notes | (141,342 | ) | — | |||||
Net proceeds from note offering | 314,927 | — | ||||||
Dividends | (182 | ) | (182 | ) | ||||
Net cash provided by financing activities | 40,641 | 97,232 | ||||||
Effect of exchange rate changes in cash and cash equivalents | 164 | (122 | ) | |||||
Net increase (decrease) in cash and cash equivalents | 143,431 | (63,989 | ) | |||||
Cash and cash equivalents at beginning of period | 14,139 | 76,048 | ||||||
Cash and cash equivalents at end of period | $ | 157,570 | $ | 12,059 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | $ | 72,107 | $ | 73,091 | ||||
Cash paid for foreign, state and federal income taxes | $ | 1,155 | $ | 2,623 | ||||
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AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except for share and per share data)
1. | Significant Accounting Policies |
2. | Stock-Based Compensation |
Shares | ||||
2000 ESPP Plan Shares available for future purchases, January 1, 2009 | 238,087 | |||
Purchases under 2000 ESPP Plan | (149,932 | ) | ||
Shares available as of June 30, 2009 & transferred to the 2009 ESPP | 88,155 | |||
Share reserved for issuance during 2009 | 500,000 | |||
Total shares available at June 30, 2009 under the 2009 ESPP Plan | 588,155 | |||
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AND SUBSIDIARIES
3. | Adopted and Recently Issued Accounting Pronouncements |
Net | ||||||||||||
Principal | Unamortized | Carrying | ||||||||||
Period Ended | Amount | Discount | Value | |||||||||
December 31, 2008 | $ | 287,500 | $ | 21,909 | $ | 265,591 | ||||||
June 30, 2009 | $ | 133,867 | $ | 7,600 | $ | 126,267 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2008 | June 30, 2008 | |||||||||||||||
Originally | As | Originally | As | |||||||||||||
Reported | Adjusted | Reported | Adjusted | |||||||||||||
Consolidated Statements of Operations: | ||||||||||||||||
Interest expense | $ | 39,165 | $ | 41,937 | $ | 79,933 | $ | 85,425 | ||||||||
Income tax expense | 13,327 | 12,259 | 12,130 | 10,015 | ||||||||||||
Net income applicable to common stock | 14,253 | 12,549 | 12,628 | 9,251 | ||||||||||||
Basic and diluted income per share | $ | 0.15 | $ | 0.14 | $ | 0.14 | $ | 0.10 |
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AND SUBSIDIARIES
December 31, 2008 | ||||||||
Originally | As | |||||||
Reported | Adjusted | |||||||
Consolidated Balance Sheet: | ||||||||
Long-term debt | $ | 2,777,607 | $ | 2,755,698 | ||||
Deferred income tax liability | 126,212 | 134,647 | ||||||
Additional paid-in capital | 2,323,711 | 2,347,854 | ||||||
Accumulated deficit | (578,165 | ) | (588,834 | ) | ||||
Stockholders’ equity | 860,251 | 873,725 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Direct advertising expenses | $ | 78,975 | $ | 74,526 | $ | 160,298 | $ | 147,790 | ||||||||
General and administrative expenses | 1,592 | 1,854 | 3,198 | 3,489 | ||||||||||||
Corporate expenses | 2,922 | 2,923 | 5,767 | 5,717 | ||||||||||||
$ | 83,489 | $ | 79,303 | $ | 169,263 | $ | 156,996 | |||||||||
5. | Goodwill and Other Intangible Assets |
Estimated | June 30, 2009 | December 31, 2008 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Customer lists and contracts | 7 — 10 | $ | 465,294 | $ | 422,771 | $ | 465,126 | $ | 415,753 | |||||||||||
Non-competition agreements | 3 — 5 | 63,411 | 59,101 | 63,407 | 58,380 | |||||||||||||||
Site locations | 15 | 1,368,575 | 695,392 | 1,367,511 | 649,596 | |||||||||||||||
Other | 5 — 15 | 13,607 | 12,778 | 13,608 | 12,159 | |||||||||||||||
1,910,887 | 1,190,042 | 1,909,652 | 1,135,888 | |||||||||||||||||
Unamortizable Intangible Assets: | ||||||||||||||||||||
Goodwill | $ | 1,669,659 | $ | 253,635 | $ | 1,670,031 | $ | 253,635 |
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AND SUBSIDIARIES
6. | Asset Retirement Obligations |
Balance at December 31, 2008 | $ | 160,723 | ||
Additions to asset retirement obligations | 61 | |||
Accretion expense | 5,153 | |||
Liabilities settled | (6,410 | ) | ||
Balance at June 30, 2009 | $ | 159,527 | ||
7. | Fair Value Hedging — Interest Rate Swaps |
8. | Summarized Financial Information of Subsidiaries |
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AND SUBSIDIARIES
9. | Earnings Per Share |
10. | Long-term Debt |
F-58
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AND SUBSIDIARIES
11. | Disclosures About Fair Value of Financial Instruments |
As of June 30, 2009 | ||||||||||||||||||||
Fair Value Measurements Using: | ||||||||||||||||||||
Quoted | Significant | |||||||||||||||||||
Prices in | Other | |||||||||||||||||||
Active | Observable | Significant | ||||||||||||||||||
Carrying | Total Fair | Markets | Inputs | Unobservable | ||||||||||||||||
Amount | Value | (Level 1) | (Level 2) | Inputs (Level 3) | ||||||||||||||||
Financial liabilities | ||||||||||||||||||||
Long-term debt (including current maturities) | $ | 2,878,073 | $ | 2,727,577 | $ | 2,727,577 | $ | — | $ | — | ||||||||||
Hedging instrument | $ | 3,572 | $ | 3,572 | $ | — | $ | 3,572 | $ | — |
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AND SUBSIDIARIES
12. | Subsequent Events |
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AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)
June 30, | December 31, | |||||||
2009 | 2008 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 12,804 | $ | 14,139 | ||||
Receivables, net of allowance for doubtful accounts of $10,000 in 2009 and 2008 | 156,954 | 155,043 | ||||||
Prepaid expenses | 62,659 | 44,377 | ||||||
Deferred income tax assets | 8,643 | 8,948 | ||||||
Other current assets | 42,729 | 39,183 | ||||||
Total current assets | 283,789 | 261,690 | ||||||
Property, plant and equipment | 2,848,114 | 2,900,970 | ||||||
Less accumulated depreciation and amortization | (1,349,701 | ) | (1,305,937 | ) | ||||
Net property, plant and equipment | 1,498,413 | 1,595,033 | ||||||
Goodwill | 1,405,872 | 1,406,254 | ||||||
Intangible assets | 720,221 | 773,140 | ||||||
Deferred financing costs net of accumulated amortization of $24,782 and $22,817 in 2009 and 2008, respectively | 34,170 | 18,538 | ||||||
Other assets | 40,000 | 43,412 | ||||||
Total assets | $ | 3,982,465 | $ | 4,098,067 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 11,597 | $ | 15,108 | ||||
Current maturities of long-term debt | 96,468 | 58,751 | ||||||
Accrued expenses | 70,639 | 61,669 | ||||||
Deferred income | 37,014 | 30,612 | ||||||
Total current liabilities | 215,718 | 166,140 | ||||||
Long-term debt | 2,655,338 | 2,777,607 | ||||||
Deferred income tax liabilities | 142,453 | 161,232 | ||||||
Asset retirement obligation | 159,527 | 160,723 | ||||||
Other liabilities | 13,275 | 15,354 | ||||||
Total liabilities | 3,186,311 | 3,281,056 | ||||||
Stockholder’s equity: | ||||||||
Common stock, par value $.01, 3,000 shares authorized, 100 shares issued and outstanding at 2009 and 2008 | — | — | ||||||
Additionalpaid-in-capital | 2,525,664 | 2,517,481 | ||||||
Accumulated comprehensive income (deficit) | 893 | (2,039 | ) | |||||
Accumulated deficit | (1,730,403 | ) | (1,698,431 | ) | ||||
Stockholder’s equity | 796,154 | 817,011 | ||||||
Total liabilities and stockholder’s equity | $ | 3,982,465 | $ | 4,098,067 | ||||
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AND SUBSIDIARIES
Condensed Consolidated Statements Of Operations
(Unaudited)
(In thousands)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net revenues | $ | 274,736 | $ | 323,819 | $ | 521,984 | $ | 606,595 | ||||||||
Operating expenses (income) | ||||||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 99,414 | 110,105 | 199,735 | 214,892 | ||||||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 48,275 | 54,242 | 94,603 | 106,229 | ||||||||||||
Corporate expenses (exclusive of depreciation and amortization) | 10,784 | 15,461 | 21,233 | 28,503 | ||||||||||||
Depreciation and amortization | 83,489 | 79,303 | 169,263 | 156,996 | ||||||||||||
Gain on disposition of assets | (1,221 | ) | (2,069 | ) | (1,873 | ) | (3,012 | ) | ||||||||
240,741 | 257,042 | 482,961 | 503,608 | |||||||||||||
Operating income | 33,995 | 66,777 | 39,023 | 102,987 | ||||||||||||
Other expense (income) | ||||||||||||||||
Gain on disposition of investment | — | — | — | (1,533 | ) | |||||||||||
Interest income | (121 | ) | (231 | ) | (266 | ) | (680 | ) | ||||||||
Interest expense | 55,057 | 38,693 | 88,165 | 79,313 | ||||||||||||
54,936 | 38,462 | 87,899 | 77,100 | |||||||||||||
(Loss) income before income tax expense | (20,941 | ) | 28,315 | (48,876 | ) | 25,887 | ||||||||||
Income tax (benefit) expense | (7,962 | ) | 13,395 | (16,946 | ) | 12,330 | ||||||||||
Net (loss) income | $ | (12,979 | ) | $ | 14,920 | $ | (31,930 | ) | $ | 13,557 | ||||||
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AND SUBSIDIARIES
Condensed Consolidated Statements Of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended | ||||||||
June 30, | ||||||||
2009 | 2008 | |||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | $ | (31,930 | ) | $ | 13,557 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 169,263 | 156,996 | ||||||
Non-cash equity based compensation | 6,741 | 7,369 | ||||||
Amortization included in interest expense | 6,554 | 1,866 | ||||||
Gain on disposition of assets | (1,873 | ) | (4,545 | ) | ||||
Deferred tax (benefit) expense | (18,599 | ) | 9,883 | |||||
Provision for doubtful accounts | 5,495 | 5,593 | ||||||
Changes in operating assets and liabilities: | ||||||||
(Increase) decrease in: | ||||||||
Receivables | (2,291 | ) | (25,445 | ) | ||||
Prepaid expenses | (17,068 | ) | (19,972 | ) | ||||
Other assets | (1,946 | ) | 4,964 | |||||
Increase (decrease) in: | ||||||||
Trade accounts payable | (3,513 | ) | (4,367 | ) | ||||
Accrued expenses | 7,130 | (5,555 | ) | |||||
Other liabilities | (93 | ) | (9,208 | ) | ||||
Net cash provided by operating activities | 117,870 | 131,136 | ||||||
Cash flows from investing activities: | ||||||||
Acquisitions | (642 | ) | (193,027 | ) | ||||
Capital expenditures | (21,471 | ) | (107,613 | ) | ||||
Proceeds from disposition of assets | 8,244 | 8,095 | ||||||
Payment received on notes receivable | 84 | 128 | ||||||
Net cash used in investing activities | (13,785 | ) | (292,417 | ) | ||||
Cash flows from financing activities: | ||||||||
Debt issuance costs | (19,629 | ) | (168 | ) | ||||
Payment on mirror note | (287,500 | ) | — | |||||
Net proceeds from note offering | 314,927 | — | ||||||
Net (payments) borrowings on credit agreement | (114,532 | ) | 185,450 | |||||
Contributions from parent | 1,150 | 5,522 | ||||||
Dividend to parent | — | (93,390 | ) | |||||
Net cash (used in) provided by financing activities | (105,584 | ) | 97,414 | |||||
Effect of exchange rate changes in cash and cash equivalents | 164 | (122 | ) | |||||
Net decrease in cash and cash equivalents | (1,335 | ) | (63,989 | ) | ||||
Cash and cash equivalents at beginning of period | 14,139 | 76,048 | ||||||
Cash and cash equivalents at end of period | $ | 12,804 | $ | 12,059 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | $ | 72,800 | $ | 73,091 | ||||
Cash paid for foreign, state and federal income taxes | $ | 1,155 | $ | 2,623 | ||||
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AND SUBSIDIARIES
Note to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except for share data)
1. | Significant Accounting Policies |
F-64
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March 31, | December 31, | December 31, | ||||||||||
2008 | 2007 | 2006 | ||||||||||
(Unaudited) | ||||||||||||
ASSETS | ||||||||||||
Current Assets | ||||||||||||
Cash and cash equivalents | $ | 48 | $ | — | $ | — | ||||||
Trade accounts receivable, net of allowance for doubtful accounts of 2008 $370; 2007 $502 and 2006 $442 | 10,965 | 10,510 | 9,081 | |||||||||
Other current assets | 3,036 | 2,961 | 2,657 | |||||||||
Total current assets | 14,049 | 13,471 | 11,738 | |||||||||
Property and Equipment, net | 42,963 | 44,346 | 50,589 | |||||||||
Goodwill | 1,138 | 1,138 | 61,074 | |||||||||
Intangible Assets, net | 33,842 | 37,602 | 52,643 | |||||||||
Other Assets | 676 | 676 | 391 | |||||||||
$ | 92,668 | $ | 97,233 | $ | 176,435 | |||||||
LIABILITIES AND STOCKHOLDER’S (DEFICIT) | ||||||||||||
Current Liabilities | ||||||||||||
Bank overdraft | $ | 1,667 | $ | 1,949 | $ | 1,101 | ||||||
Accounts payable | 179 | 209 | 141 | |||||||||
Accrued expenses | 2,583 | 2,121 | 1,423 | |||||||||
Other liabilities | 1,881 | 1,392 | 814 | |||||||||
Deferred taxes | — | — | 423 | |||||||||
Total current liabilities | 6,310 | 5,671 | 3,902 | |||||||||
Payable-to-Parent Company | 304,346 | 302,977 | 303,464 | |||||||||
Other Long-term Liabilities | 351 | 102 | 86 | |||||||||
Total liabilities | 311,007 | 308,750 | 307,452 | |||||||||
Commitments and Contingencies | ||||||||||||
Stockholder’s (Deficit) | ||||||||||||
Common stock, no par value, 100 shares authorized, issued and outstanding | — | — | — | |||||||||
Accumulated deficit | (217,420 | ) | (210,519 | ) | (129,988 | ) | ||||||
Receivable from related party | (919 | ) | (998 | ) | (1,029 | ) | ||||||
Total stockholder’s (deficit) | (218,339 | ) | (211,517 | ) | (131,017 | ) | ||||||
$ | 92,668 | $ | 97,233 | $ | 176,435 | |||||||
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March 31, | March 31, | December 31, | December 31, | |||||||||||||
2008 | 2007 | 2007 | 2006 | |||||||||||||
(Unaudited) | ||||||||||||||||
Net revenue | $ | 8,945 | $ | 7,033 | $ | 37,234 | $ | 36,618 | ||||||||
Operating expenses: | ||||||||||||||||
Direct operating expenses | 7,823 | 6,182 | 26,653 | 25,492 | ||||||||||||
Selling, general and administrative expenses | 2,400 | 1,536 | 6,775 | 5,731 | ||||||||||||
Corporate expenses | 349 | 368 | 1,729 | 1,735 | ||||||||||||
Depreciation and amortization | 5,274 | 5,790 | 23,095 | 22,921 | ||||||||||||
Impairment charge | — | — | 59,936 | — | ||||||||||||
15,846 | 13,876 | 118,188 | 55,879 | |||||||||||||
Net (loss) before income tax provision | (6,901 | ) | (6,843 | ) | (80,954 | ) | (19,261 | ) | ||||||||
Income tax expense (benefit) | — | — | (423 | ) | 85 | |||||||||||
Net (loss) | $ | (6,901 | ) | $ | (6,843 | ) | $ | (80,531 | ) | $ | (19,346 | ) | ||||
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Receivable | ||||||||||||||||
Common | Accumulated | from | ||||||||||||||
Stock | Deficit | Related Party | Total | |||||||||||||
Balance, December 31, 2005 | $ | — | $ | (110,642 | ) | $ | (1,107 | ) | $ | (111,749 | ) | |||||
Net loss | — | (19,346 | ) | — | (19,346 | ) | ||||||||||
Decrease in receivable from related party | — | — | 78 | 78 | ||||||||||||
Balance, December 31, 2006 | — | (129,988 | ) | (1,029 | ) | (131,017 | ) | |||||||||
Net loss | — | (80,531 | ) | — | (80,531 | ) | ||||||||||
Decrease in receivable from related party | — | — | 31 | 31 | ||||||||||||
Balance, December 31, 2007 | — | (210,519 | ) | (998 | ) | (211,517 | ) | |||||||||
Net loss (unaudited) | — | (6,901 | ) | — | (6,901 | ) | ||||||||||
Decrease in receivable from related party (unaudited) | — | — | 79 | 79 | ||||||||||||
Balance, March 31, 2008 (unaudited) | $ | — | $ | (217,420 | ) | $ | (919 | ) | $ | (218,339 | ) | |||||
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March 31, | March 31, | December 31, | December 31, | |||||||||||||
2008 | 2007 | 2007 | 2006 | |||||||||||||
(Unaudited) | ||||||||||||||||
Cash Flows from Operating Activities | ||||||||||||||||
Net loss | $ | (6,901 | ) | $ | (6,843 | ) | $ | (80,531 | ) | $ | (19,346 | ) | ||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||||||
Provision for doubtful accounts | 67 | 52 | 278 | 274 | ||||||||||||
Depreciation and amortization | 5,274 | 5,790 | 23,095 | 22,921 | ||||||||||||
Impairment charge | — | — | 59,936 | — | ||||||||||||
Loss on disposal of assets | — | — | (213 | ) | (36 | ) | ||||||||||
Deferred taxes | — | — | (423 | ) | 85 | |||||||||||
Changes in assets and liabilities: | ||||||||||||||||
(Increase) decrease in accounts receivable | (522 | ) | 1,873 | (1,706 | ) | (830 | ) | |||||||||
(Increase) decrease in prepaid expenses and other assets | (75 | ) | 16 | (592 | ) | (466 | ) | |||||||||
Increase (decrease) in accounts payable, accrued expenses and other liabilities | 1,169 | 376 | 1,362 | (1 | ) | |||||||||||
Net cash provided by (used in) operating activities | (988 | ) | 1,264 | 1,206 | 2,601 | |||||||||||
Cash Flows from Investing Activities | ||||||||||||||||
Proceeds from sale of property and equipment | — | — | 236 | 43 | ||||||||||||
Purchase of property and equipment | (130 | ) | (359 | ) | (1,834 | ) | (2,041 | ) | ||||||||
Net cash (used in) investing activities | (130 | ) | (359 | ) | (1,598 | ) | (1,998 | ) | ||||||||
Cash Flows from Financing Activities | ||||||||||||||||
Net proceeds from (payments to) Parent Company and related party | 475 | (710 | ) | (456 | ) | (646 | ) | |||||||||
Increase (decrease) in bank overdraft | 691 | (195 | ) | 848 | 43 | |||||||||||
Net cash provided by (used in) financing activities | 1,166 | (905 | ) | 392 | (603 | ) | ||||||||||
Net increase in cash and cash equivalents | 48 | — | — | — | ||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
Beginning | — | — | — | — | ||||||||||||
Ending | $ | 48 | $ | — | $ | — | $ | — | ||||||||
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Note 1. | Nature of Business and Summary of Significant Accounting and Reporting Policies |
F-70
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F-71
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F-72
Table of Contents
Note 2. | Goodwill and Intangible Assets |
F-73
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March 31, | March 31, | December 31, | December 31, | |||||||||||||
2008 | 2007 | 2007 | 2006 | |||||||||||||
(Unaudited) | ||||||||||||||||
Balance, beginning | $ | 1,138 | $ | 61,074 | $ | 61,074 | $ | 61,074 | ||||||||
Impairment charge | — | — | (59,936 | ) | — | |||||||||||
Balance, ending | $ | 1,138 | $ | 61,074 | $ | 1,138 | $ | 61,074 | ||||||||
Weighted | ||||||||||||||||
Average | Gross | Net | ||||||||||||||
Remaining | Carrying | Accumulated | Carrying | |||||||||||||
Life in Years | Amount | Amortization | Amount | |||||||||||||
Intangible assets, customer list | 2 | $ | 136,451 | $ | 98,849 | $ | 37,602 | |||||||||
March 31, | March 31, | December 31, | December 31, | |||||||||||||
2008 | 2007 | 2007 | 2006 | |||||||||||||
(Unaudited) | ||||||||||||||||
Balance, beginning, net | $ | 37,602 | $ | 52,643 | $ | 52,643 | $ | 67,684 | ||||||||
Amortization | (3,760 | ) | (3,760 | ) | (15,041 | ) | (15,041 | ) | ||||||||
Balance, ending, net | $ | 33,842 | $ | 48,883 | $ | 37,602 | $ | 52,643 | ||||||||
Years Ending December 31, | Amount | |||
2008 | $ | 15,041 | ||
2009 | 15,041 | |||
2010 | 7,520 | |||
$ | 37,602 | |||
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Note 3. | Property and Equipment |
Estimated | (Unaudited) | |||||||||||||
Useful Life | March 31, | December 31, | December 31, | |||||||||||
(Years) | 2008 | 2007 | 2006 | |||||||||||
Advertising displays | 39 | $ | 87,361 | $ | 87,231 | $ | 87,275 | |||||||
Computers and office equipment | 3 — 7 | 599 | 599 | 531 | ||||||||||
Machinery and equipment | 5 — 15 | 118 | 118 | 104 | ||||||||||
Furniture and fixtures | 3 — 7 | 341 | 341 | 301 | ||||||||||
Transportation equipment | 5 | 883 | 883 | 489 | ||||||||||
Leasehold improvements and land improvements | Lesser of lease life of useful life | 81 | 81 | 64 | ||||||||||
89,383 | 89,253 | 88,764 | ||||||||||||
Less accumulated depreciation | (47,014 | ) | (45,501 | ) | (38,769 | ) | ||||||||
42,369 | 43,752 | 49,995 | ||||||||||||
Land | 594 | 594 | 594 | |||||||||||
$ | 42,963 | $ | 44,346 | $ | 50,589 | |||||||||
Note 4. | Accrued Expenses and Other Liabilities |
March 31, | December 31, | December 31, | ||||||||||
2008 | 2007 | 2006 | ||||||||||
(Unaudited) | ||||||||||||
Accrued payroll, compensated absences and bonuses | $ | 1,252 | $ | 567 | $ | 216 | ||||||
Accrued leases | 626 | 762 | 738 | |||||||||
Accrued property tax | 350 | 350 | — | |||||||||
Accrued broker commission | 194 | 205 | 195 | |||||||||
Other | 161 | 237 | 274 | |||||||||
$ | 2,583 | $ | 2,121 | $ | 1,423 | |||||||
March 31, | December 31, | December 31, | ||||||||||
2008 | 2007 | 2006 | ||||||||||
(Unaudited) | ||||||||||||
Deferred revenue | $ | 1,543 | $ | 1,042 | $ | 511 | ||||||
Deposits | 338 | 350 | 303 | |||||||||
$ | 1,881 | $ | 1,392 | $ | 814 | |||||||
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Note 5. | Income Taxes |
2007 | 2006 | |||||||
Computed “expected” tax (benefit) | $ | (28,334 | ) | $ | (6,742 | ) | ||
Change in income tax resulting from: | ||||||||
State taxes, net of federal benefit | (90 | ) | 21 | |||||
Goodwill impairment | 20,219 | 18 | ||||||
Change in federal valuation allowance | 7,553 | 6,595 | ||||||
Other | 229 | 193 | ||||||
$ | (423 | ) | $ | 85 | ||||
2007 | 2006 | |||||||
Deferred tax assets: | ||||||||
Goodwill | $ | 515 | $ | — | ||||
Intangible assets, customer list | 10,475 | 6,840 | ||||||
Accrued expenses | 1,602 | 997 | ||||||
Accounts receivable | 243 | 214 | ||||||
Net operating loss carryforward | 12,235 | 10,456 | ||||||
25,070 | 18,507 | |||||||
Valuation allowance | (18,435 | ) | (11,805 | ) | ||||
Net deferred tax assets | 6,635 | 6,702 | ||||||
Deferred tax liabilities: | ||||||||
Deferred state taxes | 1,843 | 1,056 | ||||||
Property and equipment | 3,357 | 4,358 | ||||||
Prepaid expenses | 1,435 | 1,288 | ||||||
Goodwill | — | 423 | ||||||
Net deferred tax liabilities | 6,635 | 7,125 | ||||||
$ | — | $ | 423 | |||||
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Year of Expiration | ||||||||||||||||||||||||
Years Generated | Federal | California | New York | Federal | California | New York | ||||||||||||||||||
2002 | $ | 3,187 | $ | — | $ | — | 2022 | |||||||||||||||||
2003 | 8,919 | — | 8,919 | 2023 | 2023 | |||||||||||||||||||
2005 | 11,258 | 695 | 11,258 | 2025 | 2015 | 2025 | ||||||||||||||||||
2007 | 3,754 | 533 | 3,754 | 2027 | 2017 | 2027 | ||||||||||||||||||
Total | $ | 27,118 | $ | 1,228 | $ | 23,931 | ||||||||||||||||||
Note 6. | Commitments and Related-party Transactions |
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Years Ending December 31, | Amount | |||
2008 | $ | 6,510 | ||
2009 | 6,516 | |||
2010 | 5,932 | |||
2011 | 1,019 | |||
2012 | 851 | |||
Thereafter | 917 | |||
$ | 21,745 | |||
Note 7. | Litigation |
Note 8. | Subsequent Event |
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LAMAR MEDIA CORP.
Unaudited Pro Forma Condensed Combined Financial Statements
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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
DECEMBER 31, 2007
(Dollars in thousands, except per share data)
Lamar | Vista | Proforma | Proforma | |||||||||||||
Historical | Historical | Adjustments | Combined | |||||||||||||
Net revenues | $ | 1,209,555 | $ | 37,234 | $ | — | $ | 1,246,789 | ||||||||
Operating expenses (income) | ||||||||||||||||
Direct advertising expenses | 408,397 | 26,653 | — | 435,050 | ||||||||||||
General and administrative expenses | 210,793 | 6,775 | — | 217,568 | ||||||||||||
Corporate expenses | 59,597 | 1,729 | — | 61,326 | ||||||||||||
Depreciation and amortization | 306,879 | 23,095 | (17,706 | )[3][1][2] | 312,268 | |||||||||||
Gain on disposition of assets | (3,914 | ) | — | — | (3,914 | ) | ||||||||||
Impairment charge | — | 59,936 | (59,936 | )[6] | — | |||||||||||
981,752 | 118,188 | (77,642 | ) | 1,022,298 | ||||||||||||
Operating income (loss) | 227,803 | (80,954 | ) | 77,642 | 224,491 | |||||||||||
Other expense (income) | ||||||||||||||||
Gain on disposition of/return on investment | (15,448 | ) | — | — | (15,448 | ) | ||||||||||
Interest income | (2,598 | ) | — | — | (2,598 | ) | ||||||||||
Interest expense | 162,447 | — | 3,563 | [4] | 166,010 | |||||||||||
144,401 | — | 3,563 | 147,964 | |||||||||||||
Income (loss) before income tax expense | 83,402 | (80,954 | ) | 74,079 | 76,527 | |||||||||||
Income tax expense (benefit) | 37,185 | (423 | ) | (2,642 | )[5] | 34,120 | ||||||||||
Net income (loss) | 46,217 | (80,531 | ) | 76,721 | 42,407 | |||||||||||
Preferred stock dividends | 365 | — | — | 365 | ||||||||||||
Net income (loss) applicable to common stock | $ | 45,852 | $ | (80,531 | ) | $ | 76,721 | $ | 42,042 | |||||||
Earnings per share: | ||||||||||||||||
Basic earnings (loss) per share | $ | 0.47 | — | — | $ | 0.43 | ||||||||||
Diluted earnings (loss) per share | $ | 0.47 | — | — | $ | 0.43 | ||||||||||
Weighted average common shares used in computing earnings per share: | ||||||||||||||||
Weighted average common shares outstanding | 96,779,009 | — | — | 96,779,009 | ||||||||||||
Weighted average common shares diluted | 97,553,907 | — | — | 97,553,907 |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2008
(Dollars in thousands, except per share data)
Lamar | Vista | Proforma | Proforma | |||||||||||||
Historical | Historical | Adjustments | Combined | |||||||||||||
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 18,861 | $ | 48 | $ | (4,752 | )[13] | $ | 14,157 | |||||||
Net receivables | 147,820 | 10,965 | — | 158,785 | ||||||||||||
Deferred income tax assets | 8,227 | — | — | 8,227 | ||||||||||||
Other current assets | 88,261 | 3,036 | 1,769 | [14] | 93,066 | |||||||||||
Total current assets | 263,169 | 14,049 | (2,983 | ) | 274,235 | |||||||||||
Property plant and equipment, net | 1,549,268 | 42,963 | 2,962 | [7][16] | 1,595,193 | |||||||||||
Goodwill | 1,387,412 | 1,138 | 11,057 | [15] | 1,399,607 | |||||||||||
Intangible assets | 810,744 | 33,842 | (9,482 | )[8] | 835,104 | |||||||||||
Deferred financing costs | 28,085 | — | — | 28,085 | ||||||||||||
Other assets | 47,621 | 676 | — | 48,297 | ||||||||||||
Total assets | $ | 4,086,299 | $ | 92,668 | $ | 1,554 | $ | 4,180,521 | ||||||||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||||||||
Current maturities of long-term debt | $ | 32,017 | $ | — | $ | — | $ | 32,017 | ||||||||
Other current liabilities | 66,559 | 4,767 | 2,100 | [17] | 73,426 | |||||||||||
Deferred income | 26,837 | 1,543 | — | 28,380 | ||||||||||||
Total current liabilities | 125,413 | 6,310 | 2,100 | 133,823 | ||||||||||||
Long term debt | 2,781,466 | — | 100,000 | [10] | 2,881,466 | |||||||||||
Deferred tax liabilities | 131,677 | — | (19,073 | )[12] | 112,604 | |||||||||||
Other liabilities | 171,396 | 304,697 | (299,812 | )[9][16] | 176,281 | |||||||||||
Total liabilities | 3,209,952 | 311,007 | (216,785 | ) | 3,304,174 | |||||||||||
Stockholders’ equity | 876,347 | (218,339 | ) | 218,339 | [11] | 876,347 | ||||||||||
Total liabilities and stockholders’ equity | $ | 4,086,299 | $ | 92,668 | $ | 1,554 | $ | 4,180,521 | ||||||||
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
MARCH 31, 2008
(Dollars in thousands, except per share data)
Lamar | Vista | Proforma | Proforma | |||||||||||||
Historical | Historical | Adjustments | Combined | |||||||||||||
Net revenues | $ | 282,776 | $ | 8,945 | $ | — | $ | 291,721 | ||||||||
Operating expenses (income) | ||||||||||||||||
Direct advertising expenses | 104,787 | 7,823 | — | 112,610 | ||||||||||||
General and administrative expenses | 51,987 | 2,400 | — | 54,387 | ||||||||||||
Corporate expenses | 13,197 | 349 | — | 13,546 | ||||||||||||
Depreciation and amortization | 77,693 | 5,274 | (3,927 | )[3][1][2] | 79,040 | |||||||||||
Gain on disposition of assets | (943 | ) | — | — | (943 | ) | ||||||||||
246,721 | 15,846 | (3,927 | ) | 258,640 | ||||||||||||
Operating income (loss) | 36,055 | (6,901 | ) | 3,927 | 33,081 | |||||||||||
Other expense (income) | ||||||||||||||||
Gain on disposition of/return on investment | (1,533 | ) | — | — | (1,533 | ) | ||||||||||
Interest income | (449 | ) | — | — | (449 | ) | ||||||||||
Interest expense | 40,768 | — | 888 | [4] | 41,656 | |||||||||||
38,786 | — | 888 | 39,674 | |||||||||||||
(Loss) income before income tax expense | (2,731 | ) | (6,901 | ) | 3,039 | (6,593 | ) | |||||||||
Income tax (benefit) expense | (1,197 | ) | — | (1,693 | )[5] | (2,890 | ) | |||||||||
Net (loss) income | (1,534 | ) | (6,901 | ) | 4,732 | (3,703 | ) | |||||||||
Preferred stock dividends | 91 | — | — | 91 | ||||||||||||
Net (loss) income applicable to common stock | $ | (1,625 | ) | $ | (6,901 | ) | $ | 4,732 | $ | (3,794 | ) | |||||
Earnings per share: | ||||||||||||||||
Basic (loss) earnings per share | $ | (0.02 | ) | — | — | $ | (0.04 | ) | ||||||||
Diluted (loss) earnings per share | $ | (0.02 | ) | — | — | $ | (0.04 | ) | ||||||||
Weighted average common shares used in computing earnings per share: | ||||||||||||||||
Weighted average common shares outstanding | 93,429,973 | — | — | 93,429,973 | ||||||||||||
Weighted average common shares diluted | 93,682,468 | — | — | 93,682,468 |
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(Dollars in thousands)
3/31/08 | 12/31/07 | |||||||||||
[1] | To record depreciation and accretion related to the asset retirement obligation as if the acquisition had taken place at the beginning of the period. | $362 | $1,448 | |||||||||
[2] | To eliminate historical depreciation and amortization in Vista Media Group’s consolidated financial statement. | $(5,274) | $(23,095) | |||||||||
[3] | To record amortization and depreciation due to the application of purchase accounting. Depreciation and amortization are calculated using accelerated and straight line methods over the estimated useful lives of the assets generally from 7-15 years. | $985 | $3,941 | |||||||||
[4] | To record interest expense on the $100 million borrowed to finance the acquisition, using an interest rate of 3.56%. (A difference of .125% in the rate of interest would have changed income by $31 and $125 for the three months ended March 31, 2008 and year ended December 31, 2007.) | $888 | $3,563 | |||||||||
[5] | To record tax effect on pro forma statements for the proforma net income (loss) before taxes using Lamar’s effective tax rate of 43.8% and 44.6% for the three months ending March 31, 2008 and year ended December 31, 2007, respectively. | $(1,693) | $(2,642) | |||||||||
[6] | To eliminate expense in Vista Media Group’s consolidated financial statement related to impairment charges that would not have existed had the transaction taken place at the beginning of the year. | $— | $(59,936) | |||||||||
For purposes of determining the pro forma effect of the Vista Media Group acquisition on the Company’s unaudited Condensed Consolidated Balance Sheet as of March 31, 2008, the following adjustments have been made: | ||||||||||||
[7] | To record the decrease in property, plant and equipment resulting from the allocation of the purchase price for the Stock Purchase. | $(1,572) | ||||||||||
[8] | To record the decrease in intangibles resulting from the allocation of the purchase price for the Stock Purchase. | $(9,482) | ||||||||||
[9] | To eliminate Vista Media Group payable to Parent Company. | $(304,346) | ||||||||||
[10] | To record the increase in debt related to financing the Stock Purchase. | $100,000 | ||||||||||
[11] | To eliminate Vista Media Group’s historical stockholder’s deficit as a result of the Stock Purchase. | $218,339 | ||||||||||
[12] | To record the increase in deferred tax asset created as a result of the application of purchase accounting. | $19,073 | ||||||||||
[13] | To record the net effect in cash as a result of the Stock Purchase. | $(4,752) | ||||||||||
[14] | To record the receivable resulting from preliminary working capital calculations. | $1,769 | ||||||||||
[15] | To record net goodwill resulting from the allocation of the purchase price. | $11,057 | ||||||||||
[16] | To record an estimate for the Asset Retirement Obligation as of purchase date. | $4,534 | ||||||||||
[17] | To record the increase in accrued expenses resulting from working capital calculations. | $2,100 |
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Table of Contents
Item 20. | Indemnification of officers and directors. |
Item 21. | Exhibits and financial statement schedules. |
Item 22. | Undertakings. |
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II-2
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By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 |
II-3
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By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-4
Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-5
Table of Contents
By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-6
Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-7
Table of Contents
By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-8
Table of Contents
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR MEDIA CORP. | Sole and Managing Member** | August 11, 2009 | ||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-9
Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-10
Table of Contents
By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: LAMAR MEDIA CORP., its Managing Member | ||||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-11
Table of Contents
By: | LAMAR CENTRAL OUTDOOR, LLC, |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR CENTRAL OUTDOOR, LLC | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | ||||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-12
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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By: | LAMAR CENTRAL OUTDOOR, LLC, |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR CENTRAL OUTDOOR, LLC | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-14
Table of Contents
By: | LAMAR ADVANTAGE GP COMPANY, LLC, |
By: | LAMAR CENTRAL OUTDOOR, LLC, |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR ADVANTAGE GP COMPANY, LLC | General Partner** | August 11, 2009 | ||||
By: | LAMAR CENTRAL OUTDOOR, LLC its Managing Member | |||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President |
** | The Registrant has no directors or managers. |
II-15
Table of Contents
Signature | Title | Date | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
II-16
Table of Contents
SPRINGS, INC.
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-17
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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Table of Contents
By: | THE LAMAR COMPANY, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-19
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-20
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-21
Table of Contents
By: | THE LAMAR COMPANY, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-22
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-23
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-24
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-25
Table of Contents
By: | THE LAMAR COMPANY, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-26
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-27
Table of Contents
By: | LAMAR MEDIA CORP. its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR MEDIA CORP. | Sole and Managing Member** | August 11, 2009 | ||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Managing Member | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Managing Member | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Managing Member | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-28
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-29
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-30
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-31
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-32
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-33
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-34
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-35
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-36
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-37
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-38
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-39
Table of Contents
By: | LAMAR ADVERTISING OF YOUNGSTOWN, INC. its Managing Member | |
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
LAMAR ADVERTISING OF YOUNGSTOWN, INC. | Sole and Managing Member** | August 11, 2009 | ||||
By: | /s/ Sean E. Reilly Name: Sean E. Reilly Title: President | |||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer of Managing Member | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Managing Member | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-40
Table of Contents
By: | THE LAMAR COMPANY, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-41
Table of Contents
By: | THE LAMAR COMPANY, L.L.C., its General Partner | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. | General Partner** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer of Managing Member | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Managing Member | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-42
Table of Contents
By: | THE LAMAR COMPANY, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-43
Table of Contents
By: | INTERSTATE LOGOS, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-44
Table of Contents
By: | INTERSTATE LOGOS, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
** | The Registrant has no directors or managers. |
II-45
Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-46
Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-47
Table of Contents
By: | INTERSTATE LOGOS, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
II-48
Table of Contents
Signature | Title | Date | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
II-49
Table of Contents
By: | INTERSTATE LOGOS, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
II-50
Table of Contents
Signature | Title | Date | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
II-51
Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-52
Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-53
Table of Contents
By: | INTERSTATE LOGOS, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
II-54
Table of Contents
Signature | Title | Date | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
II-55
Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-56
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-57
Table of Contents
By: | LAMAR OBIE CORPORATION its Managing Partner |
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
LAMAR OBIE CORPORATION | Sole and Managing Member** | August 11, 2009 | ||||
By: | /s/ Sean E. Reilly Name: Sean E. Reilly Title: President | |||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer of Managing Member | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Managing Member | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
II-58
Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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Table of Contents
By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
II-60
Table of Contents
Signature | Title | Date | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
II-61
Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
II-62
Table of Contents
By: | OUTDOOR MARKETING SYSTEMS, INC., its Managing Member |
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
OUTDOOR MARKETING SYSTEMS, INC. | Sole and Managing Member** | August 11, 2009 | ||||
By: | /s/ Sean E. Reilly Name: Sean E. Reilly Title: President | |||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer of Managing Member | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial And Accounting Officer of Managing Member | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Managing Member | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
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By: | TRIUMPH OUTDOOR HOLDINGS, LLC, its Managing Member | |
By: | LAMAR CENTRAL OUTDOOR, LLC, its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
TRIUMPH OUTDOOR HOLDINGS, LLC | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR CENTRAL OUTDOOR, LLC, its Managing Member | |||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President |
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Signature | Title | Date | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
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By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
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Signature | Title | Date | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
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By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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By: | OKLAHOMA LOGOS, L.L.C., its General Partner | |
By: | INTERSTATE LOGOS, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
OKLAHOMA LOGOS, L.L.C. | General Partner** | August 11, 2009 | ||||
By: INTERSTATE LOGOS, L.L.C. its Managing Member | ||||||
By: LAMAR MEDIA CORP. its Managing Member | ||||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
** The Registrant has no directors or managers. |
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Signature | Title | Date | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
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By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR MEDIA CORP. | Sole and Managing Member** | August 11, 2009 | ||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Managing Member | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Managing Member | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Managing Member | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
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By: | TLC PROPERTIES, INC. its Managing Member | |
By: | /s/ C. Brent McCoy |
Signature | Title | Date | ||||
TLC PROPERTIES, INC. | Sole and Managing Member** | August 11, 2009 | ||||
By: | /s/ C. Brent McCoy Name: C. Brent McCoy Title: President | |||||
/s/ C. Brent McCoy C. Brent McCoy | Director and Principal Executive Officer of Managing Member | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Managing Member | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
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By: | /s/ C. Brent McCoy |
Signature | Title | Date | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 |
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By: | /s/ C. Brent McCoy |
Signature | Title | Date | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 |
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By: | TLC PROPERTIES, INC. its Managing Member | |
By: | /s/ C. Brent McCoy |
Signature | Title | Date | ||||
TLC PROPERTIES, INC. | Sole and Managing Member** | August 11, 2009 | ||||
By: | /s/ C. Brent McCoy Name: C. Brent McCoy Title: President | |||||
/s/ C. Brent McCoy C. Brent McCoy | Director and Principal Executive Officer of Managing Member | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Managing Member | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
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By: | LAMAR CENTRAL OUTDOOR, LLC, |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR CENTRAL OUTDOOR, LLC | Sole and Managing Member** | August 11, 2009 | ||||
By: LAMAR MEDIA CORP., its Managing Member | ||||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
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By: | TRIUMPH OUTDOOR HOLDINGS, LLC, |
By: | LAMAR CENTRAL OUTDOOR, LLC, |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
TRIUMPH OUTDOOR HOLDINGS, LLC | Sole and Managing Member** | August 11, 2009 | ||||
By: LAMAR CENTRAL OUTDOOR, LLC, its Managing Member | ||||||
By: LAMAR MEDIA CORP., its Managing Member | ||||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
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Signature | Title | Date | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
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Table of Contents
By: | /s/ Floyd Williams |
Signature | Title | Date | ||||
/s/ Floyd Williams Floyd Williams | Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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By: | INTERSTATE LOGOS, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
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Table of Contents
By: | /s/ Sean E. Reilly |
Signature | Title | Date | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director and Principal Executive Officer | August 11, 2009 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director | August 11, 2009 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | August 11, 2009 |
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Table of Contents
By: | INTERSTATE LOGOS, L.L.C., its Managing Member | |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | August 11, 2009 | ||||
By: | LAMAR MEDIA CORP., its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | August 11, 2009 | ||||
** The Registrant has no directors or managers. |
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Signature | Title | Date | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | August 11, 2009 | ||||
/s/ C. Brent McCoy C. Brent McCoy | Director of Lamar Media Corp. | August 11, 2009 | ||||
/s/ Sean E. Reilly Sean E. Reilly | Director of Lamar Media Corp. | August 11, 2009 |
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Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
3(a) | Amended and Restated Certificate of Incorporation of Lamar Media. | Previously filed as Exhibit 3.2 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 (File No. 0-30242) filed on May 10, 2007, and incorporated herein by reference. | ||||
3(b) | Amended and Restated Bylaws of Lamar Media. | 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. 0-12407) filed on November 12, 1999, and incorporated herein by reference. | ||||
4(a) | Specimen certificate for the shares of Class A common stock of Lamar Advertising. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Registration Statement on Form S-1 (File No. 333-05479), and incorporated herein by reference. | ||||
4(b) | Senior Secured Note, dated as of May 19, 1993. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by reference. | ||||
4(c) | Indenture, dated as of September 24, 1986, relating to Lamar Advertising’s 8% Unsecured Subordinated Debentures. | Previously filed as Exhibit 10.3 to Lamar Advertising’s Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by reference. | ||||
4(d)(1) | Indenture, dated as of May 15, 1993 relating to Lamar Advertising’s 11% Senior Secured Notes due May 15, 2003. | Previously filed as Exhibit 4.3 to Lamar Advertising’s Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by reference. | ||||
4(d)(2) | Form of Unsecured Subordinated Note due 2006. | Previously filed as Exhibit 4.8 to Lamar Advertising’s Registration Statement on Form S-1 (File No. 333-05479), and incorporated herein by reference. | ||||
4(d)(3) | First Supplemental Indenture, dated as of July 30, 1996, relating to Lamar Advertising’s 11% Senior Secured Notes due May 15, 2003. | Previously filed as Exhibit 4.5 to Lamar Advertising’s Registration Statement on Form S-1 (File No. 333-05479), and incorporated herein by reference. | ||||
4(d)(4) | Form of Second Supplemental Indenture in the form of an Amended and Restated Indenture, dated as of November 8, 1996, relating to Lamar Advertising’s 11% Senior Secured Notes due May 15, 2003. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 1-12407) filed on November 15, 1996, and incorporated herein by reference. | ||||
4(d)(5) | Notice of Trustee, dated as of November 8, 1996, with respect to the release of the security interest in the Trustee on behalf of the holders of Lamar Advertising’s 11% Senior Secured Notes due May 15, 2003. | Previously filed as Exhibit 4.2 to Lamar Advertising’s Current Report on Form 8-K (File No. 1-12407) filed on November 15, 1996, and incorporated herein by reference. | ||||
4(e)(1) | Indenture, dated as of December 23, 2002, among Lamar Media, certain subsidiaries of Lamar Media, as guarantors, and Wachovia Bank of Delaware, National, as trustee, relating to Lamar Media’s 71/4% Notes Due 2013. | Previously filed as Exhibit 4.1 to Lamar Media’s Current Report on Form 8-K (File No. 0-20833) filed on December 27, 2002, and incorporated herein by reference. | ||||
4(e)(2) | Form of 7 1/4% Notes Due 2013. | Previously filed as Exhibit 4.2 to Lamar Media’s Current Report on Form 8-K (File No. 0-20833) filed on December 27, 2002, and incorporated herein by reference. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
4(e)(3) | Form of 71/4% Exchange Note Due 2013. | Previously filed as Exhibit 4.29 to Lamar Media’s Registration Statement on Form S-4 (File No. 333-102634) filed on January 21, 2003, and incorporated herein by reference. | ||||
4(e)(4) | Supplemental Indenture to the Indenture dated as of December 23, 2002 among Lamar Media, certain of its subsidiaries and Wachovia Bank of Delaware, National Association, as trustee, dated as of June 9, 2003, relating to Lamar Media’s 71/4% Notes Due 2013. | Previously filed as Exhibit 4.31 to Lamar Media’s Registration Statement on Form S-4 (File No. 333-107427) filed on July 29, 2003, and incorporated herein by reference. | ||||
4(e)(5) | Supplemental Indenture to the Indenture dated December 23, 2002 among Lamar Media, certain of its subsidiaries and Wachovia Bank of Delaware, National Association, as trustee, dated as of October 7, 2003, relating to Lamar Media’s 71/4% Notes Due 2013. | Previously filed as Exhibit 4.1 to Lamar Media’s Quarterly Report on Form 10-Q for the period ended September 30, 2003(File No. 1-12407) filed on November 5, 2003, and incorporated herein by reference. | ||||
4(e)(6) | Supplemental Indenture to the Indenture dated as of December 23, 2002 among Lamar Media, Lamar Canadian Outdoor Company and Wachovia Bank of Delaware, National Association, as trustee, dated as of April 5, 2004, relating to Lamar Media’s 71/4% Notes Due 2013. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended June 30, 2004(File No. 0-30242) filed on August 6, 2004, and incorporated herein by reference. | ||||
4(e)(7) | Supplemental Indenture to the Indenture dated as of December 23, 2002 among Lamar Media, certain of its subsidiaries and Wachovia Bank of Delaware, National Association, as trustee, dated as of January 19, 2005, relating to Lamar Media’s 71/4% Notes Due 2013. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended March 31, 2005 (File No. 0-30242) filed on May 6, 2005, and incorporated herein by reference. | ||||
4(e)(8) | Supplemental Indenture to the Indenture dated as of December 23, 2002 among Lamar Media, certain subsidiaries of Lamar Media, as guarantors, and The Bank of New York Trust Company, N.A., as trustee, dated as of February 21, 2008, relating to Lamar Media’s 71/4% Notes Due 2013. | Filed herewith. | ||||
4(e)(9) | Release of Guaranty under the Indenture dated as of December 23, 2002 among Lamar Media, certain of its subsidiaries named therein, and Wachovia Bank of Delaware, National Association, as trustee, by the Trustee, dated as of December 30, 2005, relating to Lamar Media’s 71/4% Notes Due 2013. | Previously filed as Exhibit 4.19 to Lamar Media’s Annual Report on Form 10-K for fiscal year ended December 31, 2005(File No. 1-12407) filed on March 15, 2006, and incorporated herein by reference. | ||||
4(f)(1) | Indenture, dated as of June 16, 2003, between Lamar Media and Wachovia Bank of Delaware, National Association, as trustee, relating to Lamar Advertising’s 27/8% Convertible Notes due 2010. | Previously filed as Exhibit 4.4 to Lamar Media’s Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No. 1-12407) filed on August 13, 2003, and incorporated herein by reference. | ||||
4(f)(2) | First Supplemental Indenture to the Indenture dated as of June 16, 2003 between Lamar Media and Wachovia Bank of Delaware, National Association, as trustee, dated as of June 16, 2003, relating to Lamar Advertising’s 27/8% Convertible Notes due 2010. | Previously filed as Exhibit 4.5 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended June 30, 2003(File No. 1-12407) filed on August 13, 2003, and incorporated herein by reference. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
4(f)(3) | Form of 27/8% Convertible Note due 2010. | Previously filed as an exhibit to the First Supplemental Indenture, dated as of June 16, 2003 between Lamar Media and Wachovia Bank of Delaware, National Association, which was previously filed as Exhibit 4.5 to Lamar Media’s Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No. 1-12407) filed on August 13, 2003, and incorporated herein by reference. | ||||
4(f)(4) | Second Supplemental Indenture, dated as of July 3, 2007, between Lamar Advertising Company and The Bank of New York Trust Company, N.A., as trustee, relating to Lamar Advertising’s 27/8% Convertible Notes due 2010. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on July 9, 2007 and incorporated herein by reference. | ||||
4(f)(5) | Form of 27/8% Convertible Note due 2010. | Previously filed as an exhibit to the Second Supplemental Indenture, dated as of July 3, 2007 between Lamar Advertising Company and The Bank of New York Trust Company, N.A., which was previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report onForm 8-K (File No. 0-30242) filed on July 9, 2007 and incorporated herein by reference. | ||||
4(g)(1) | Indenture, dated as of August 16, 2005, among Lamar Media, the guarantors named therein, and The Bank of New York Trust Company, N.A., as trustee, relating to Lamar Media’s 65/8% Senior Subordinated Notes due 2015. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on August 18, 2005, and incorporated herein by reference. | ||||
4(g)(2) | Form of 65/8% Senior Subordinated Exchange Notes due 2015. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K Form 8-K (1-12407) filed on August 18, 2005, and incorporated herein by reference. | ||||
4(g)(3) | First Supplemental Indenture to the Indenture dated as of August 16, 2005 among Lamar Media, the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, dated as of December 11, 2006, relating to Lamar Media’s 65/8% Senior Subordinated Notes due 2015. | Previously filed as Exhibit 99.2 to Lamar Advertising’s Current Report on Form 8-K (file No. 0-30242) filed on December 14, 2006, and incorporated herein by reference. | ||||
4(g)(4) | Release of Guaranty under the Indenture dated as of August 16, 2005 among Lamar Media, the guarantors named therein, and The Bank of New York Trust Company, N.A., as trustee, by the trustee, dated as of December 30, 2005, relating to Lamar Media’s 65/8% Senior Subordinated Notes due 2015. | Previously filed as Exhibit 4.20 to Lamar Media’s Annual Report on Form 10-K for fiscal year ended December 31, 2005(File No. 1-12407) filed on March 15, 2006, and incorporated herein by reference. | ||||
4(g)(5) | Supplemental Indenture to the Indenture dated as of August 16, 2005 among Lamar Media, the guarantors named therein, and The Bank of New York Trust Company, N.A., as trustee, dated as of February 21, 2008, relating to Lamar Media’s 65/8% Senior Subordinated Notes due 2015. | Filed herewith. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
4(h)(1) | Indenture, dated as of August 17, 2006, among Lamar Media, the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, relating to Lamar Media’s 65/8% Senior Subordinated Notes due 2015 — Series B. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on August 18, 2006, and incorporated herein by reference. | ||||
4(h)(2) | Form of 65/8% Senior Subordinated Exchange Notes due 2015 — Series B. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on August 18, 2006, and incorporated herein by reference. | ||||
4(h)(3) | Supplemental Indenture to the Indenture dated as of August 17, 2006 among Lamar Media, the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, dated as of February 21, 2008, relating to Lamar Media’s 65/8% Senior Subordinated Notes due 2015 — Series B. | Filed herewith. | ||||
4(i)(1) | Indenture, dated as of October 11, 2007, among Lamar Media, the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, relating to Lamar Media’s 65/8% Senior Subordinated Notes due 2015 — Series C. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on October 16, 2007 and incorporated herein by reference. | ||||
4(i)(2) | Form of 65/8% Senior Subordinated Exchange Notes due 2015 — Series C. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on October 16, 2007 and incorporated herein by reference. | ||||
4(i)(3) | Supplemental Indenture to the Indenture dated as of October 11, 2007 among Lamar Media, the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, dated as of February 21, 2008, relating to Lamar Media’s 65/8% Senior Subordinated Notes due 2015 — Series C. | Filed herewith. | ||||
4(j)(1) | Indenture, dated as of March 27, 2009, among Lamar Media, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Lamar Media’s 93/4% Senior Notes due 2014. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on March 27, 2009 and incorporated herein by reference. | ||||
4(j)(2) | Form of 93/4% Senior Exchange Notes due 2014. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on March 27, 2009 and incorporated herein by reference. | ||||
4(k) | Subordinated Note (mirror note), dated as of September 30, 2005, by Lamar Media to Lamar Advertising. | Filed herewith. | ||||
5(a) | Opinion of Edwards Angell Palmer & Dodge LLP. | Filed herewith. | ||||
5(b) | Opinion of Kean, Miller, Hawthorne, D’Armond, McCowan & Jarman L.L.P. | Filed herewith. | ||||
10(a)(1)* | Lamar 1996 Equity Incentive Plan, as amended, as adopted by the Board of Directors on February 23, 2006. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on February 28, 2006, and incorporated herein by reference. |
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Number | Description | Method of Filing | ||||
10(a)(2)* | Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended. | Previously filed as Exhibit 10.14 to Lamar Advertising’s Annual Report on Form 10-K for the year ended December 31, 2004(File No. 0-30242) filed on March 10, 2005, and incorporated herein by reference. | ||||
10(b)* | 2000 Employee Stock Purchase Plan. | Previously filed as Exhibit 10.3 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended June 30, 2000(File No. 0-30242) filed on August 11, 2000, and incorporated herein by reference. | ||||
10(c)* | Lamar Advertising Company Non-Management Director Compensation Plan. | Previously filed as Exhibit 10.3 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended March 31, 2005 (File No. 0-30242) filed on May 6, 2005, and incorporated herein by reference. | ||||
10(d)(1)* | Lamar Deferred Compensation Plan (as amended). | Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on August 27, 2007, and incorporated herein by reference. | ||||
10(d)(2)* | Form of Trust Agreement for the Lamar Deferred Compensation Plan. | Previously filed as Exhibit 10.2 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on December 14, 2005, and incorporated herein by reference. | ||||
10(e)* | Form of Restricted Stock Agreement. | Previously filed as Exhibit 10.16 of Lamar Advertising’s on Form 10-K for the year ended December 31, 2005 (File No. 0-30242) filed on March 15, 2006, and incorporated herein by reference. | ||||
10(f)* | Summary of Compensatory Arrangements. | Previously filed on Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on March 6, 2009, and incorporated herein by reference. | ||||
10(g)* | Form of Restricted Stock Agreement for Non-Employee directors. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on May 30, 2007 and incorporated herein by reference. | ||||
10(h)(1) | Credit Agreement, dated as of March 7, 2003, among Lamar Media and the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, as administrative agent. | Previously filed as Exhibit 10.38 to Lamar Media’s Registration Statement on Form S-4/A (File No. 333-102634) filed on March 18, 2003, and incorporated herein by reference. | ||||
10(h)(2) | Amendment No. 1 dated as of January 28, 2004 to the Credit Agreement dated as of March 7, 2003 among Lamar Media, the subsidiary guarantors party thereto and JPMorgan Chase Bank, as administrative agent for the lenders. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended March 31, 2004 (File No. 0-30242) filed on May 10, 2004, and incorporated herein by reference. | ||||
10(h)(3) | Joinder Agreement dated as of October 7, 2003 to the Credit Agreement dated as of March 7, 2003 among Lamar Media and the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, as administrative agent, by Premere Outdoor, Inc. | Previously filed as Exhibit 10.1 to Lamar Media’s Quarterly Report on Form 10-Q for the period ended September 30, 2003(File No. 1-12407) filed on November 5, 2003, and incorporated herein by reference. |
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Number | Description | Method of Filing | ||||
10(h)(4) | Joinder Agreement dated as of April 19, 2004 to the Credit Agreement dated as of March 7, 2003 among Lamar Media, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar Canadian Outdoor Company. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended June 30, 2004(File No. 0-30242) filed on August 6, 2004, and incorporated herein by reference. | ||||
10(h)(5) | Joinder Agreement dated as of January 19, 2005 to the Credit Agreement dated as of March 7, 2003 among Lamar Media, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, as administrative agent, by certain of Lamar Media’s subsidiaries. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended March 31, 2005(File No. 0-30242) filed on May 6, 2005, and incorporated herein by reference. | ||||
10(i)(1) | Credit Agreement, dated as of September 30, 2005, between Lamar Media and JPMorgan Chase Bank, N.A., as administrative agent. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on September 30, 2005, and incorporated herein by reference. | ||||
10(i)(2) | Amendment No. 1 dated as of October 5, 2006 to the Credit Agreement dated as of September 30, 2005 among Lamar Media, the subsidiary guarantors named therein and JPMorgan Chase Bank, N.A., as administrative agent. | Previously filed as Exhibit 10.2 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on October 6, 2006, and incorporated herein by reference. | ||||
10(i)(3) | Amendment No. 2 dated as of December 11, 2006 to the Credit Agreement dated as of September 30, 2005 among Lamar Media, the subsidiary borrower named therein, the subsidiary guarantors named therein and JPMorgan Chase Bank, N.A., as administrative agent. | Previously filed as Exhibit 99.1 to Lamar Advertising’s Current Report on Form 8-K (file No. 0-30242) filed on December 14, 2006, and incorporated herein by reference. | ||||
10(i)(4) | Amendment No. 3 dated as of March 28, 2007 to the Credit Agreement dated as of September 30, 2005 among Lamar Media, the subsidiary borrowers named therein, the subsidiary guarantors named therein, Lamar Advertising and JPMorgan Chase Bank, N.A., as administrative agent. | Previously filed as Exhibit 99.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on March 29, 2007 and incorporated herein by reference. | ||||
10(i)(5) | Amendment No. 4 dated as of April 2, 2009 to the Credit Agreement dated as of September 30, 2005 among Lamar Media, the subsidiary borrowers named therein, the subsidiary guarantors named therein, Lamar Advertising and JPMorgan Chase Bank, N.A., as administrative agent. | Previously filed as Exhibit 99.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on April 8, 2009 and incorporated herein by reference. | ||||
10(i)(6) | Joinder Agreement dated as of July 21, 2006 to the Credit Agreement dated as of September 30, 2005 among Lamar Media, the subsidiary guarantors party thereto, the lenders parties thereto, and JPMorgan Chase Bank N.A., as administrative agent, by Daum Advertising Company, Inc. | Previously filed as Exhibit 10.18 to Lamar Media’s Form S-4 (File No. 333-138142) filed on October 23, 2006, and incorporated herein by reference. |
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Number | Description | Method of Filing | ||||
10(i)(7) | Joinder Agreement dated as of February 21, 2008 to the Credit Agreement dated as of September 30, 2005 among Lamar Media, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. | Filed herewith. | ||||
10(j) | Tranche C Term Loan Agreement, dated as of February 6, 2004, among Lamar Media, the subsidiary guarantors party thereto, the Tranche C loan lenders party thereto and JPMorgan Chase Bank, as administrative agent. | Previously filed as Exhibit 4.2 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended March 31, 2004 (File No. 0-30242) filed on May 10, 2004, and incorporated herein by reference. | ||||
10(k) | Tranche D Term Loan Agreement, dated as of August 12, 2004, among Lamar Media, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended September 30, 2004 (File No. 0-30242) filed on November 15, 2004, and incorporated herein by reference. | ||||
10(l) | Series A Incremental Loan Agreement, dated as of February 8, 2006, among Lamar Media, the subsidiary guarantors named therein, the Series A incremental lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent for Lamar Advertising. | Previously filed as Exhibit 10.15 of Lamar Advertising’s on Form 10-K for the year ended December 31, 2005 (File No. 0-30242) filed on March 15, 2006, and incorporated herein by reference. | ||||
10(m) | Series B Incremental Loan Agreement, dated as of October 5, 2006, among Lamar Media, the subsidiary guarantors named therein, the Series B incremental lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent for Lamar Advertising. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report on Form 8-K (file No. 0-30242) filed on October 6, 2006, and incorporated herein by reference. | ||||
10(n) | Series C Incremental Loan Agreement, dated as of December 21, 2006, among Lamar Media, Lamar Transit Advertising Canada Ltd., the subsidiary guarantors named therein, the Series C incremental lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., Toronto Branch, acting as sub-agent of the administrative agent. | Previously filed as Exhibit 99.1 to Lamar Advertising’s Current Report on Form 8-K (file No. 0-30242) filed on December 22, 2006, and incorporated herein by reference. | ||||
10(o) | Series D Incremental Loan Agreement, dated as of January 17, 2007, among Lamar Advertising of Puerto Rico, Lamar Media, the subsidiary guarantors named therein, the Series D incremental lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report on Form 10-Q for the period ended April 30, 2007(File No. 0-30242) filed on May 10, 2007, and incorporated herein by reference. | ||||
10(p) | Series E Incremental Loan Agreement, dated as of March 28, 2007, among Lamar Media, the subsidiary guarantors named therein, the Series E incremental lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on March 29, 2007, and incorporated herein by reference. | ||||
10(q) | Series F Incremental Loan Agreement, dated as of March 28, 2007, among Lamar Media, the subsidiary guarantors named therein, the Series F incremental lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent. | Previously filed as Exhibit 10.2 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on March 29, 2007, and incorporated herein by reference. |
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Exhibit | ||||||
Number | Description | Method of Filing | ||||
10(r) | Registration Rights Agreement, dated as of March 27, 2009, among Lamar Media, the guarantors named therein and the initial purchasers named therein. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 0-30242) filed on March 27, 2009, and incorporated herein by reference. | ||||
12(a) | Statement regarding computation of earnings to fixed charges for Lamar Media. | Filed herewith. | ||||
12(b) | Statement regarding computation of EBITDA to net interest expense. | Filed herewith. | ||||
12(c) | Statement regarding computation of total debt to EBITDA. | Filed herewith. | ||||
12(d) | Statement regarding computation of total debt (excluding mirror note) to EBITDA. | Filed herewith. | ||||
21(a) | Subsidiaries of Lamar Media. | Filed herewith. | ||||
23(a) | Consent of KPMG LLP. | Filed herewith. | ||||
23(b) | Consent of McGladrey & Pullen, LLP. | Filed herewith. | ||||
23(c) | Consent of Edwards Angell Palmer & Dodge LLP. | Included in Exhibit 5(a). | ||||
23(d) | Consent of Kean, Miller, Hawthorne, D’Armond, McCowan & Jorman L.L.P. | Included in Exhibit 5(b). | ||||
24(a) | Power of Attorney. | Included on signature page of this Registration Statement. | ||||
25(a) | Statement of Eligibility of Trustee on Form T-1. | Filed herewith. | ||||
99(a) | Form of Letter of Transmittal. | Filed herewith. | ||||
99(b) | Form of Notice of Guaranteed Delivery. | Filed herewith. | ||||
99(c) | Form of Letter to Registered Holders and DTC Participants Regarding the Offer to Exchange. | Filed herewith. | ||||
99(d) | Form of Letter to Beneficial Holders Regarding the Offer to Exchange. | Filed herewith. |
* | Denotes management contract or compensatory plan or arrangement in which the executive officers or directors of Lamar Advertising participate. |