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Delaware | 7311 | 72-1205791 | ||
(State or other jurisdiction of incorporation or organization) | Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
Title of Each Class of | Offering Price | Aggregate | Registration | |||||||||
Securities to be Registered | Amount to be Registered(1) | per Unit(1) | Offering Price(1) | Fee(1) | ||||||||
65/8% Senior Subordinated Notes due 2015-Series C | $275,000,000 | 100% | $275,000,000 | $8,442.50 | ||||||||
Guarantees of 65/8% Senior Subordinated Notes due 2015-Series C(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 General Partner, Inc. | Louisiana | 72-1309003 | ||||
Lamar Texas Limited Partnership | Texas | 72-1309005 | ||||
LC Billboard L.L.C. | Delaware | 63-1692342 | ||||
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, L.L.C. | Pennsylvania | N/A | ||||
Outdoor Promotions West, LLC | Delaware | 22-3598746 | ||||
Premere Outdoor, Inc. | Illinois | 36-4459650 | ||||
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 | ||||
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 , 2008, 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 not be senior to any currently outstanding debt obligations, but will rank senior to any subordinated debt that we incur in the future. | |
• | 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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• | risks and uncertainties relating to our significant indebtedness; | |
• | the demand for outdoor advertising; | |
• | the performance of the U.S. economy generally and the level of expenditures on outdoor advertising in particular; | |
• | 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 need for and ability to obtain additional funding for acquisitions or operations; and | |
• | the regulation of the outdoor advertising industry by federal, state and local governments. |
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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 $275,000,000 principal amount of exchange notes, which have been registered under the Securities Act, for $275,000,000 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 , 2008, 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 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 October 11, 2007, 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 April 18, 2008, or, if required, the shelf registration statement is not declared effective by April 18, 2008. 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 | $275,000,000 principal amount of 65/8% Senior Subordinated Notes due 2015 — Series C. The notes are a separate class of securities from and do not trade fungibly with the 65/8% Senior Subordinated Notes due 2015 that we issued on August 16, 2005 and the 65/8% Senior Subordinated Notes due 2015 — Series B that we issued on August 17, 2006. | |
Maturity Date | August 15, 2015 | |
Interest Rate | 65/8% per year | |
Interest Payment Date | February 15 and August 15 of each year, beginning on February 15, 2008. | |
Guarantees | Substantially all of our existing and future domestic subsidiaries will unconditionally guarantee the notes. | |
Ranking | The notes will be our unsecured senior subordinated obligations and will be subordinated to all of our existing and future senior debt, including indebtedness under our bank credit facility, rank equally with all of our existing and future senior subordinated debt, including our 65/8% Senior Subordinated Notes due 2015, 65/8% Senior Subordinated Notes due 2015 — Series B and 71/4% Senior Subordinated Notes due 2013, and rank senior to all of our existing and future subordinated debt. The notes will be effectively subordinated to all existing and future liabilities of our non-guarantor subsidiaries, including trade payables, which liabilities were approximately $330 thousand at September 30, 2007. | |
The guarantees by substantially all of our domestic subsidiaries will be subordinated to existing and future senior debt of such subsidiaries, including each such subsidiary’s guarantee of indebtedness under our bank credit facility. | ||
As of September 30, 2007, the notes and the subsidiary guarantees would have been subordinated to $1.4 billion in senior debt, excluding $218 million of additional borrowing capacity available under our bank credit facility. | ||
Optional Redemption | We may redeem some or all of the notes at any time on or after August 15, 2010. We may also redeem up to 35% of the aggregate principal amount of the notes using the proceeds from certain |
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public equity offerings completed before August 15, 2008 so long as at least 65% of the aggregate principal amount of notes originally issued remains outstanding. The redemption prices are described under “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 — Optional Redemption.” 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; | ||
• in the case of restricted subsidiaries, 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 September 30, 2007, for example, the total amount available to us for making restricted payments would have been approximately $696 million. | ||
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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Twelve Months | ||||||||||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||||||||||
Year Ended December 31, | Nine Months Ended September 30, | September 30, | ||||||||||||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | 2006 | 2007 | 2007 | |||||||||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||||||
Net revenues | $ | 775,682 | $ | 810,139 | $ | 883,510 | $ | 1,021,656 | $ | 1,120,091 | $ | 832,948 | $ | 904,663 | $ | 1,191,806 | ||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Direct advertising expenses | 274,772 | 292,017 | 302,157 | 353,139 | 390,561 | 290,174 | 305,673 | 406,060 | ||||||||||||||||||||||||
General and administrative expenses | 166,895 | 171,200 | 187,956 | 212,262 | 247,916 | 183,046 | 203,712 | 268,582 | ||||||||||||||||||||||||
Depreciation and amortization | 271,832 | 284,947 | 294,056 | 290,089 | 301,685 | 223,297 | 220,820 | 299,208 | ||||||||||||||||||||||||
Gain on disposition of assets | (336 | ) | (1,946 | ) | (1,067 | ) | (1,119 | ) | (10,862 | ) | (9,894 | ) | (2,506 | ) | (3,474 | ) | ||||||||||||||||
Total operating expenses | 713,163 | 746,218 | 783,102 | 854,371 | 929,300 | 686,623 | 727,699 | 970,376 | ||||||||||||||||||||||||
Operating income | 62,519 | 63,921 | 100,408 | 167,285 | 190,791 | 146,325 | 176,964 | 221,430 | ||||||||||||||||||||||||
Gain on disposition of investment | — | — | — | — | — | — | 15,448 | 15,448 | ||||||||||||||||||||||||
Interest expense, net | 94,061 | 77,350 | 64,425 | 80,345 | 109,806 | 79,206 | 115,909 | 146,509 | ||||||||||||||||||||||||
Loss on debt extinguishment | 5,850 | 21,077 | — | 3,982 | — | — | — | — | ||||||||||||||||||||||||
(Loss) income before income taxes and cumulative effect of a change in accounting principle | (37,392 | ) | (34,506 | ) | 35,983 | 82,958 | 80,985 | 67,119 | 76,503 | 90,369 | ||||||||||||||||||||||
Income tax (benefit) expense | (12,434 | ) | (12,338 | ) | 11,764 | 35,488 | 35,753 | 29,093 | 34,356 | 41,016 | ||||||||||||||||||||||
Cumulative effect of a change in accounting principle | — | 40,240 | — | — | — | — | — | — | ||||||||||||||||||||||||
Net (loss) income | (24,958 | ) | (62,408 | ) | 24,219 | 47,470 | 45,232 | 38,026 | 42,147 | 49,353 | ||||||||||||||||||||||
Other financial data: | ||||||||||||||||||||||||||||||||
EBITDA(1) | $ | 328,501 | $ | 287,551 | $ | 394,464 | $ | 453,392 | $ | 492,476 | $ | 369,622 | $ | 413,232 | $ | 536,086 | ||||||||||||||||
EBITDA margin(2) | 42 | % | 35 | % | 45 | % | 44 | % | 44 | % | 44 | % | 46 | % | 45 | % | ||||||||||||||||
Ratio of EBITDA to interest expense, net(3) | 3.5 | x | 3.7 | x | 6.1 | x | 5.6 | x | 4.5 | x | 4.7 | x | 3.6 | x | 3.7 | x | ||||||||||||||||
Ratio of total debt to EBITDA(4) | 5.2 | x | 4.9 | x | 3.5 | x | 3.5 | x | 4.0 | x | n/a | n/a | 4.9 | x | ||||||||||||||||||
Ratio of total debt (excluding mirror note) to EBITDA(5) | 5.2 | x | 4.9 | x | 3.5 | x | 2.8 | x | 3.5 | x | n/a | n/a | 4.4 | x | ||||||||||||||||||
Ratio of earnings to fixed charges(6) | 0.7 | x | 0.7 | x | 1.3 | x | 1.6 | x | 1.5 | x | 1.5 | x | 1.5 | x | 1.4x |
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As of December 31, | As of September 30, | |||||||||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | 2006 | 2007 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Balance sheet data: | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 15,610 | $ | 7,797 | $ | 44,201 | $ | 19,419 | $ | 11,796 | $ | 6,939 | $ | 10,758 | ||||||||||||||
Cash deposit for debt extinguishment | 266,657 | — | — | — | — | — | — | |||||||||||||||||||||
Working capital | 115,713 | 77,665 | 43,626 | 103,110 | 103,891 | 114,114 | 91,521 | |||||||||||||||||||||
Total assets | 3,874,909 | 3,665,734 | 3,672,462 | 3,717,055 | 3,895,987 | 3,858,846 | 3,987,051 | |||||||||||||||||||||
Long term debt (including current maturities) | 1,706,933 | 1,417,363 | 1,372,434 | 1,576,326 | 1,990,468 | 1,841,661 | 2,639,526 | |||||||||||||||||||||
Long term debt, less mirror note (including current maturities)(5) | 1,706,933 | 1,417,363 | 1,372,434 | 1,288,826 | 1,702,968 | 1,554,161 | 2,352,026 | |||||||||||||||||||||
Stockholder’s equity | 1,980,712 | 1,954,542 | 1,988,739 | 1,769,716 | 1,492,467 | 1,563,878 | 876,104 |
(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. |
Twelve Months | ||||||||||||||||||||||||||||||||
Nine Months Ended | Ended | |||||||||||||||||||||||||||||||
Year Ended December 31, | September 30, | September 30, | ||||||||||||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | 2006 | 2007 | 2007 | |||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||||||
EBITDA | $ | 328,501 | $ | 287,551 | $ | 394,464 | $ | 453,392 | $ | 492,476 | $ | 369,622 | $ | 413,232 | $ | 536,086 | ||||||||||||||||
Depreciation and amortization | 271,832 | 284,947 | 294,056 | 290,089 | 301,685 | 223,297 | 220,820 | 299,208 | ||||||||||||||||||||||||
Interest expense, net | 94,061 | 77,350 | 64,425 | 80,345 | 109,806 | 79,206 | 115,909 | 146,509 | ||||||||||||||||||||||||
Income tax (benefit) expense | (12,434 | ) | (12,338 | ) | 11,764 | 35,488 | 35,753 | 29,093 | 34,356 | 41,016 | ||||||||||||||||||||||
Net (loss) income | $ | (24,958 | ) | $ | (62,408 | ) | $ | 24,219 | $ | 47,470 | $ | 45,232 | $ | 38,026 | $ | 42,147 | $ | 49,353 | ||||||||||||||
(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. | |
(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. For the years ended December 31, 2002 and 2003, earnings were insufficient to cover fixed charges by $37.4 million and $34.5 million, respectively. |
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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 notes; | |
• | the interest of securities dealers in making a market for the notes; | |
• | the overall market for high yield securities; | |
• | our financial performance or prospects; and | |
• | the prospects for companies in our industry generally. |
• | 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; | |
• | inhibit our ability to fund or finance an appropriate level of acquisition activity, which has traditionally been a significant component of our year-to-year revenue growth; | |
• | place us at a competitive disadvantage relative to those of our competitors that have less debt; | |
• | make it more difficult for us to comply with the financial covenants in our bank credit facility, which could result in a default and an acceleration of all amounts outstanding under the facility; | |
• | 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 bank credit facility or the holders of our other debt; |
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• | 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. |
• | 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. |
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• | a decline in general economic conditions, which could reduce national advertising spending disproportionately; | |
• | a decline in economic conditions in specific geographical markets, which could reduce local advertising spending in those particular markets disproportionately; | |
• | a widespread reallocation of advertising expenditures to other available media by significant users of our displays; | |
• | a decline in the amount spent on advertising in general or outdoor advertising in particular; and | |
• | increased regulation of the subject matter, location or operation of outdoor advertising displays and taxation on outdoor advertising. |
• | we may have a more difficult time negotiating acquisitions on favorable terms because the pool of suitable acquisition candidates is dwindling; | |
• | we may face increased competition for acquisition candidates from other outdoor advertising companies, some of which have greater financial resources than we do, which may result in higher prices for those businesses and assets; | |
• | we may not have access to the capital needed to finance potential acquisitions and may be unable to obtain any required consents from our current lenders to obtain alternate financing; | |
• | we may be unable to integrate acquired businesses and assets effectively with our existing operations and systems as a result of unforeseen difficulties that could divert significant time, attention and effort from management that could otherwise be directed at developing existing business; | |
• | we may be unable to retain key personnel of acquired businesses; | |
• | we may not realize the benefits and cost savings anticipated in our acquisitions; and | |
• | we, and other companies engaged in larger mergers and acquisitions, may face substantial scrutiny under antitrust laws as the industry consolidates further. |
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• | elect Lamar Advertising’s entire board of directors; | |
• | control Lamar Advertising’s management and policies; and |
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• | 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 September 30, 2007 | ||||||||
Actual | As adjusted | |||||||
(Unaudited) | ||||||||
(In thousands) | ||||||||
Cash and cash equivalents | $ | 10,758 | $ | 100,445 | ||||
Current maturities of long-term debt | 31,738 | 31,738 | ||||||
Long-term debt, less current maturities: | ||||||||
Bank Credit Facility(1) | 1,325,300 | 1,158,300 | ||||||
71/4% Senior Subordinated Notes due 2013 | 387,873 | 387,873 | ||||||
65/8% Senior Subordinated Notes due 2015 | 400,000 | 400,000 | ||||||
65/8% Senior Subordinated Notes due 2015 — Series B | 201,873 | 201,873 | ||||||
65/8% Senior Subordinated Notes due 2015 — Series C | — | 260,887 | ||||||
Mirror note to Lamar Advertising(2) | 287,500 | 287,500 | ||||||
Other long-term debt | 5,242 | 5,242 | ||||||
Total long-term debt, less current maturities | 2,607,788 | 2,701,675 | ||||||
Total stockholder’s equity | 876,104 | 876,104 | ||||||
Total capitalization | 3,515,630 | 3,609,517 | ||||||
(1) | An additional $30.7 million outstanding under our credit facility is included in current maturities of long-term debt. Actual amounts shown consist of $400 million outstanding under our term facility, $789 million outstanding under our incremental facility and $167 million outstanding under our revolving credit facility. As of September 30, 2007, we had $218 million available under the revolving credit facility. | |
(2) | On September 30, 2005, we issued a subordinated note in aggregate principal amount of $287.5 million to 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. |
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Twelve Months | ||||||||||||||||||||||||||||||||
Nine Months Ended | Ended | |||||||||||||||||||||||||||||||
Year Ended December 31, | September 30, | September 30, | ||||||||||||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | 2006 | 2007 | 2007 | |||||||||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||||||
Net revenues | $ | 775,682 | $ | 810,139 | $ | 883,510 | $ | 1,021,656 | $ | 1,120,091 | $ | 832,948 | $ | 904,663 | $ | 1,191,806 | ||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Direct advertising expenses | 274,772 | 292,017 | 302,157 | 353,139 | 390,561 | 290,174 | 305,673 | 406,060 | ||||||||||||||||||||||||
General and administrative expenses | 166,895 | 171,200 | 187,956 | 212,262 | 247,916 | 183,046 | 203,712 | 268,582 | ||||||||||||||||||||||||
Depreciation and amortization | 271,832 | 284,947 | 294,056 | 290,089 | 301,685 | 223,297 | 220,820 | 299,208 | ||||||||||||||||||||||||
Gain on disposition of assets | (336 | ) | (1,946 | ) | (1,067 | ) | (1,119 | ) | (10,862 | ) | (9,894 | ) | (2,506 | ) | (3,474 | ) | ||||||||||||||||
Total operating expenses | 713,163 | 746,218 | 783,102 | 854,371 | 929,300 | 686,623 | 727,699 | 970,376 | ||||||||||||||||||||||||
Operating income | 62,519 | 63,921 | 100,408 | 167,285 | 190,791 | 146,325 | 176,964 | 221,430 | ||||||||||||||||||||||||
Gain on disposition of investment | — | — | — | — | — | — | 15,448 | 15,448 | ||||||||||||||||||||||||
Interest expense, net | 94,061 | 77,350 | 64,425 | 80,345 | 109,806 | 79,206 | 115,909 | 146,509 | ||||||||||||||||||||||||
Loss on debt extinguishment | 5,850 | 21,077 | — | 3,982 | — | — | — | — | ||||||||||||||||||||||||
(Loss) income before income taxes and cumulative effect of a change in accounting principle | (37,392 | ) | (34,506 | ) | 35,983 | 82,958 | 80,985 | 67,119 | 76,503 | 90,369 | ||||||||||||||||||||||
Income tax (benefit) expense | (12,434 | ) | (12,338 | ) | 11,764 | 35,488 | 35,753 | 29,093 | 34,356 | 41,016 | ||||||||||||||||||||||
Cumulative effect of a change in accounting principle | — | 40,240 | — | — | — | — | — | — | ||||||||||||||||||||||||
Net (loss) income | (24,958 | ) | (62,408 | ) | 24,219 | 47,470 | 45,232 | 38,026 | 42,147 | 49,353 | ||||||||||||||||||||||
Other financial data: | ||||||||||||||||||||||||||||||||
EBITDA(1) | $ | 328,501 | $ | 287,551 | $ | 394,464 | $ | 453,392 | $ | 492,476 | $ | 369,622 | $ | 413,232 | $ | 536,086 | ||||||||||||||||
EBITDA margin(2) | 42 | % | 35 | % | 45 | % | 44 | % | 44 | % | 44 | % | 46 | % | 45 | % | ||||||||||||||||
Ratio of EBITDA to interest expense, net(3) | 3.5 | x | 3.7 | x | 6.1 | x | 5.6 | x | 4.5 | x | 4.7 | x | 3.6 | x | 3.7 | x | ||||||||||||||||
Ratio of total debt to EBITDA(4) | 5.2 | x | 4.9 | x | 3.5 | x | 3.5 | x | 4.0 | x | n/a | n/a | 4.9 | x | ||||||||||||||||||
Ratio of total debt (excluding mirror note) to EBITDA(5) | 5.2 | x | 4.9 | x | 3.5 | x | 2.8 | x | 3.5 | x | n/a | n/a | 4.4 | x | ||||||||||||||||||
Ratio of earnings to fixed charges(6) | 0.7 | x | 0.7 | x | 1.3 | x | 1.6 | x | 1.5 | x | 1.5 | x | 1.5 | x | 1.4 | x | ||||||||||||||||
Cash flows from operating activities | 253,245 | 274,856 | 345,739 | 364,561 | 345,360 | 293,285 | 264,238 | 316,313 | ||||||||||||||||||||||||
Cash flows used in investing activities | (154, 954 | ) | (207,765 | ) | (262,881 | ) | (266,967 | ) | (438,896 | ) | (323,964 | ) | (249,311 | ) | (364,243 | ) | ||||||||||||||||
Cash flows provided by (used in) financing activities | (95,566 | ) | (74,904 | ) | (46,454 | ) | (122,376 | ) | 86,130 | 18,199 | (15,785 | ) | 52,146 | |||||||||||||||||||
Capital expenditures | $ | 78,390 | $ | 78,275 | $ | 81,165 | $ | 120,114 | $ | 223,350 | $ | 173,894 | $ | 173,445 | $ | 222,901 | ||||||||||||||||
Other data (as of end of period): | ||||||||||||||||||||||||||||||||
Total billboard displays | 145,919 | 147,582 | 150,814 | 151,245 | 150,753 | 150,348 | 151,248 | 151,248 | ||||||||||||||||||||||||
Total logo displays | 95,651 | 98,352 | 95,694 | 98,255 | 94,636 | 103,048 | 98,417 | 98,417 | ||||||||||||||||||||||||
Total transit displays | 13,310 | 13,523 | 9,907 | 31,330 | 31,156 | 32,928 | 29,976 | 29,976 |
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As of December 31, | As of September 30, | |||||||||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | 2006 | 2007 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Balance sheet data: | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 15,610 | $ | 7,797 | $ | 44,201 | $ | 19,419 | $ | 11,796 | $ | 6,939 | $ | 10,758 | ||||||||||||||
Cash deposit for debt extinguishment | 266,657 | — | — | — | — | — | — | |||||||||||||||||||||
Working capital | 115,713 | 77,665 | 43,626 | 103,110 | 103,891 | 114,114 | 91,521 | |||||||||||||||||||||
Total assets | 3,874,909 | 3,665,734 | 3,672,462 | 3,717,055 | 3,895,987 | 3,858,846 | 3,987,051 | |||||||||||||||||||||
Long term debt (including current maturities) | 1,706,933 | 1,417,363 | 1,372,434 | 1,576,326 | 1,990,468 | 1,841,661 | 2,639,526 | |||||||||||||||||||||
Long term debt, less mirror note (including current maturities)(5) | 1,706,933 | 1,417,363 | 1,372,434 | 1,288,826 | 1,702,968 | 1,554,161 | 2,352,026 | |||||||||||||||||||||
Stockholder’s equity | 1,980,712 | 1,954,542 | 1,988,739 | 1,769,716 | 1,492,467 | 1,563,878 | 876,104 |
(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. |
Nine Months | Twelve Months | |||||||||||||||||||||||||||||||
Ended | Ended | |||||||||||||||||||||||||||||||
Year Ended December 31, | September 30, | September 30, | ||||||||||||||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | 2006 | 2007 | 2007 | |||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||||||
EBITDA | $ | 328,501 | $ | 287,551 | $ | 394,464 | $ | 453,392 | $ | 492,476 | $ | 369,622 | $ | 413,232 | $ | 536,086 | ||||||||||||||||
Depreciation and amortization | 271,832 | 284,947 | 294,056 | 290,089 | 301,685 | 223,297 | 220,820 | 299,208 | ||||||||||||||||||||||||
Interest expense, net | 94,061 | 77,350 | 64,425 | 80,345 | 109,806 | 79,206 | 115,909 | 146,509 | ||||||||||||||||||||||||
Income tax (benefit) expense | (12,434 | ) | (12,338 | ) | 11,764 | 35,488 | 35,753 | 29,093 | 34,356 | 41,016 | ||||||||||||||||||||||
Net (loss) income | $ | (24,958 | ) | $ | (62,408 | ) | $ | 24,219 | $ | 47,470 | $ | 45,232 | $ | 38,026 | $ | 42,147 | $ | 49,353 | ||||||||||||||
(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. | |
(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. For the years ended December 31, 2002 and 2003, earnings were insufficient to cover fixed charges by $37.4 million and $34.5 million, respectively. |
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Nine Months Ended | ||||||||||||||||||||
Year Ended December 31, | September 30, | |||||||||||||||||||
2006 | 2005 | 2004 | 2007 | 2006 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Total Capital Expenditures: | ||||||||||||||||||||
Billboards — traditional | $ | 75,501 | $ | 85,886 | $ | 53,216 | $ | 54,674 | $ | 67,299 | ||||||||||
Billboards — digital | 81,270 | 2,607 | 3,979 | 76,171 | 62,236 | |||||||||||||||
Logos | 8,978 | 7,249 | 6,320 | 7,571 | 5,978 | |||||||||||||||
Transit | 1,119 | 1,057 | 1,190 | 1,103 | 507 | |||||||||||||||
Land and buildings | 34,384 | 13,966 | 10,896 | 22,424 | 18,287 | |||||||||||||||
PP&E | 22,098 | 9,349 | 5,564 | 11,502 | 19,587 | |||||||||||||||
Total capital expenditures | $ | 223,350 | $ | 120,114 | $ | 81,165 | $ | 173,445 | $ | 173,894 | ||||||||||
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Three Months Ended | Nine Months Ended | |||||||
September 30, 2007 | September 30, 2007 | |||||||
(In thousands) | ||||||||
Reported net revenue | $ | 292,038 | $ | 832,948 | ||||
Acquisition net revenue | 1,763 | 6,688 | ||||||
Acquisition-adjusted net revenue | $ | 293,801 | $ | 839,636 | ||||
Three Months Ended September 30, 2007 | Nine Months Ended September 30, 2007 | |||||||||||||||
(In thousands) | ||||||||||||||||
Reported net revenue | $ | 314,253 | $ | 292,038 | $ | 904,663 | $ | 832,948 | ||||||||
Acquisition net revenue | — | 1,763 | — | 6,688 | ||||||||||||
Acquisition-adjusted net revenue | $ | 314,253 | $ | 293,801 | $ | 904,663 | $ | 839,636 | ||||||||
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Year Ended December 31, | ||||||||
2006 | 2005 | |||||||
(In thousands) | ||||||||
Reported net revenue | $ | 1,120,091 | $ | 1,021,656 | ||||
Acquisition net revenue | — | 18,490 | ||||||
Acquisition-adjusted net revenue | $ | 1,120,091 | $ | 1,040,146 | ||||
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Year Ended | ||||
December 31, 2004 | ||||
(In thousands) | ||||
Reported net revenue | $ | 883,510 | ||
Acquisition net revenue, excluding the Obie markets | 32,120 | |||
Acquisition-adjusted net revenue | $ | 915,630 | ||
the Obie markets)
Year Ended | ||||
December 31, 2005 | ||||
(In thousands) | ||||
Reported net revenue | $ | 1,021,656 | ||
Less net revenue, Obie markets | (46,261 | ) | ||
Net revenue (excluding the Obie markets) | $ | 975,395 | ||
2004 Acquisition-Adjusted Net Revenue
Year Ended December 31, | ||||||||
2005 | 2004 | |||||||
(In thousands) | ||||||||
Reported net revenue | $ | 1,021,656 | $ | 883,510 | ||||
Acquisition net revenue, excluding the Obie markets | — | 32,120 | ||||||
Less net revenue, Obie markets | (46,261 | ) | ||||||
Acquisition totals | $ | 975,395 | $ | 915,630 | ||||
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• | up to $1.3 billion of indebtedness under its bank 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. |
• | a total debt ratio, defined as total consolidated debt to EBITDA, as defined below, for the most recent four fiscal quarters, of 6.00 to 1. |
• | 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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• | 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 19 of the 25 privatized state logo sign contracts. As of September 30, 2007, we operated over 98,000 logo sign advertising displays in 19 states and Canada. |
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Colorado | Kentucky | Missouri(1) | Oklahoma | |||
Delaware | Maine | Nebraska | South Carolina | |||
Florida | Michigan | Nevada | Utah | |||
Georgia | Minnesota | New Jersey | Virginia | |||
Kansas | Mississippi | Ohio |
(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 other out-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 of out-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 Advertising | ||||
Categories | Revenues | |||
Restaurants | 10 | % | ||
Retailers | 9 | % | ||
Real Estate Companies | 9 | % | ||
Automotive | 9 | % | ||
Health Care | 7 | % | ||
Gaming | 6 | % | ||
Service | 6 | % | ||
Hotels and motels | 5 | % | ||
Amusement — Entertainment/Sports | 5 | % | ||
Financial — Banks/Credit Unions | 5 | % | ||
71 | % |
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Name | Age | Title | ||||
Kevin P. Reilly, Jr. | 53 | President, Chief Executive Officer and Director | ||||
Sean Reilly | 46 | Chief Operating Officer and Director | ||||
Keith Istre | 55 | Treasurer, Chief Financial Officer and Director | ||||
T. Everett Stewart, Jr. | 53 | Director |
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50% Pro Forma Net Revenue 50% Pro Forma EBITDA
Pro Forma | Percentage of Target Cash | Pro Forma | Percentage of Target | |||||||
Net Revenue Growth(1) | Bonus Earned | EBITDA Growth(2) | Cash Bonus Earned | |||||||
At least 1% but less than 3% | 25 | % | At least 1% but less than 5% | 25 | % | |||||
At least 3% but less than 4% | 50 | % | At least 5% t but less than 6% | 50 | % | |||||
At least 4% but less than 5% | 75 | % | At least 6% but less than 7% | 75 | % | |||||
At least 5% but less than 6% | 100 | % | At least 7% but less than 8% | 100 | % | |||||
At least 6% but less than 7% | 150 | % | At least 8% but less than 9%* | 150 | % | |||||
At least 7% or greater* | 200 | % | At least 9% or greater | 200 | % |
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* | Denotes goals achieved for fiscal 2006 as certified by the Committee. | |
(1) | Pro forma net revenue growth is based on Lamar Advertising’s net revenue growth in 2006 over 2005 based on actual 2006 net revenue versus 2005 net revenue as adjusted to reflect acquisitions and divestitures for the same time frame as actually owned in 2006. | |
(2) | Pro forma EBITDA growth is calculated in the same manner as pro forma net revenue growth with adjustments being made in the 2005 period to reflect acquisitions and divestitures for the same time frame as actually owned in 2006 and is also adjusted to eliminate the expense in the period related to executive bonuses. |
50% Pro Forma Net Revenue 50% Pro Forma EBITDA
Pro Forma | Percentage of Target | Pro Forma | Percentage of Target Cash | |||||||
Net Revenue Growth(1) | Cash Bonus Earned | EBITDA Growth(1) | Bonus Earned | |||||||
At least 1% but less than 3% | 25 | % | At least 1% but less than 5% | 25 | % | |||||
At least 3% but less than 4% | 50 | % | At least 5% t but less than 6% | 50 | % | |||||
At least 4% but less than 5% | 75 | % | At least 6% but less than 7% | 75 | % | |||||
At least 5% or greater* | 100 | % | At least 7% or greater* | 100 | % |
* | Denotes goals achieved for fiscal 2006 as certified by the Committee. | |
(1) | Determined in the same manner as for cash incentive bonus awards as described above. |
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Non-Equity Incentive | All Other | |||||||||||||||||||||||
Stock Awards | Plan Compensation | Compensation | Total | |||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | ($)(1) | ($)(2) | ($)(3)(4) | ($) | ||||||||||||||||||
Kevin P. Reilly, Jr. | 2006 | 700,000 | 2,151,600 | 700,000 | 129,729 | 3,681,329 | ||||||||||||||||||
President and Chief Executive Officer | ||||||||||||||||||||||||
Keith A. Istre | 2006 | 450,000 | 1,271,400 | 437,500 | 62,287 | 2,221,187 | ||||||||||||||||||
Treasurer and Chief Financial Officer | ||||||||||||||||||||||||
Sean E. Reilly | 2006 | 500,000 | 2,151,600 | 437,500 | 101,620 | 3,190,720 | ||||||||||||||||||
Chief Operating Officer and Vice President |
(1) | The shares in this table were awarded pursuant to the achievement of performance goals for fiscal 2006. The award was certified as earned by Lamar Advertising’s Compensation Committee on February 19, 2007, which was not a trading day, and issued on February 20, 2007. Reflects the amount recognized for financial statement reporting purposes for fiscal year 2006 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 the Annual Report onForm 10-K for the fiscal year ended December 31, 2006 filed with the SEC on March 1, 2007 and Note 2 to the Consolidated Financial Statements included in Lamar Advertising’s Quarterly Reports for the fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 filed with the SEC on May 10, 2006, August 9, 2006 and November 11, 2006, respectively, which are included in this Registration Statement. | |
(2) | Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect the cash incentive awards granted at the beginning of 2006, earned based on performance during fiscal 2006 and paid in fiscal 2007. These 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 Future Payouts Under Non-Equity Incentive Plan Awards.” | |
(3) | Includes $27,362 for Kevin P. Reilly, Jr. and $42,894 for Sean Reilly for the personal use of company aircraft, 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. 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. |
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(4) | Also includes employer contributions under Lamar Advertising’s deferred compensation plan of $57,500 for Mr. Kevin Reilly, Jr. and $50,000 for each of Mr. Sean Reilly and Mr. Keith Istre. |
Estimated Future Payouts Under | Grant Date | |||||||||||||||||||||||||||||||
Non-Equity Incentive Plan | Estimated Future Payouts Under | Fair Value of | ||||||||||||||||||||||||||||||
Awards(1) | Equity Incentive Plan Awards(2) | Stock and | ||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Option | |||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | Awards ($)(3) | ||||||||||||||||||||||||
Kevin P. Reilly, Jr. | 2/22/06 | 100,000 | 400,000 | 800,000 | 11,000 | 44,000 | 44,000 | 2,151,600 | ||||||||||||||||||||||||
Keith A. Istre | 2/22/06 | 62,500 | 250,000 | 500,000 | 6,500 | 26,000 | 26,000 | 1,271,400 | ||||||||||||||||||||||||
Sean E. Reilly | 2/22/06 | 62,500 | 250,000 | 500,000 | 11,000 | 44,000 | 44,000 | 2,151,600 |
(1) | Represents the potential cash bonus granted under Lamar Advertising’s Incentive Plan that could be earned by achieving defined performance goals. | |
(2) | These awards constitute potential shares of Lamar Advertising’s Class A common stock issuable upon achievement of defined performance goals under Lamar Advertising’s Incentive Plan. | |
(3) | Reflects the amount recognized for financial statement reporting purposes for fiscal year 2006 in accordance with FAS 123(R), rather than the value of the actual award when issued to the officer. For the assumptions underlying the valuation of these awards see Note 14 to the Consolidated Financial Statements included in Lamar Advertising’s Annual Report on Form10-K for the fiscal year ended December 31, 2006 filed with the SEC on March 1, 2007 and Note 2 to the Consolidated Financial Statements included in Lamar Advertising’s Quarterly Reports for the fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 filed with the SEC on May 10, 2006, August 9, 2006 and November 11, 2006, respectively, which are included in this Registration Statement. |
Option Awards | ||||||||||||||||||||
Number of Securities | ||||||||||||||||||||
Number of Securities | ||||||||||||||||||||
Underlying Unexercised | Underlying Unexercised | Option Exercise | Option | |||||||||||||||||
Name | Options (#) Exercisable | Options (#) Unexercisable | Price ($) | Expiration Date | ||||||||||||||||
Kevin P. Reilly, Jr. | 97,500 | — | 26.42(1 | ) | 9/27/11 | |||||||||||||||
15,000 | 10,000 | 37.35(2 | ) | 2/06/14 | ||||||||||||||||
Keith A. Istre | 10,000 | — | 30.34(3 | ) | 6/24/08 | |||||||||||||||
40,000 | — | 33.38(4 | ) | 5/28/09 | ||||||||||||||||
18,000 | — | 26.42(1 | ) | 9/27/11 | ||||||||||||||||
15,000 | 10,000 | 37.35(2 | ) | 2/06/14 | ||||||||||||||||
Sean E. Reilly | 97,500 | — | 26.42(1 | ) | 9/27/11 | |||||||||||||||
15,000 | 10,000 | 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. | |
(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 June 24, 1998. One fourth vested upon grant and one-fourth vested on each of the next three anniversaries of grant. |
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(4) | 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(3) | |||||||||||||||
Number of Shares | Value Realized on | Number of Shares | Value Realized on | |||||||||||||
Name | Acquired on Exercise (#) | Exercise ($) | Acquired on Vesting (#) | Vesting ($) | ||||||||||||
Kevin P. Reilly, Jr. | — | — | 44,000 | 2,891,680 | ||||||||||||
Keith A. Istre | 17,000 | 655,678 | (1) | 26,000 | 1,708,720 | |||||||||||
200 | 7,773 | (2) | ||||||||||||||
Sean E. Reilly | — | — | 44,000 | 2,891,680 |
(1) | Based on market price of $49.24 on 2/23/06, which was the date of exercise. | |
(2) | Based on market price of $49.53 on 2/24/06, which was the date of exercise. | |
(3) | The shares in this table were awarded pursuant to the achievement of performance goals for fiscal 2006. The awards were certified as earned by the Compensation Committee on February 19, 2007, which was not a trading day, and issued on February 20, 2007. The value realized is based on a stock price of $65.72, the closing price on the last trading day prior to certification. |
Aggregate Earnings | Aggregate Balance | |||||||||||
Registrant Contributions in | in Last FY | at Last FYE | ||||||||||
Name | Last FY ($)(1) | ($)(2) | ($)(3) | |||||||||
Kevin P. Reilly, Jr. | 57,500 | 379,542 | 3,226,370 | |||||||||
Keith A. Istre | 50,000 | 56,937 | 488,416 | |||||||||
Sean E. Reilly | 50,000 | 46,963 | 377,754 |
(1) | Amounts in this column are included in the “All Other Compensation” column in the Summary Compensation Table. | |
(2) | Amounts in this column are not included in the Summary Compensation Table. | |
(3) | This column includes amounts in each Named Executive Officer’s total deferred compensation account as of the last day of the fiscal year. In addition to the contribution for fiscal 2006, this column reports the portion of the aggregate balance that was reported as compensation in the Summary Compensation Table in each of Lamar Advertising’s previous proxies and also includes aggregate earnings on previously contributed amounts. |
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(c) Number of Securities | ||||||||||||
Remaining Available for Future | ||||||||||||
(a) Number of Securities | Issuance Under Equity | |||||||||||
to be Issued Upon | (b) Weighted-Average | Compensation Plans | ||||||||||
Exercise of Outstanding | Exercise Price of Outstanding | (Excluding Securities | ||||||||||
Plan Category | Options, Warrants and Rights | Options, Warrants and Rights | Reflected in Column (a)) | |||||||||
Equity compensation plans approved by security holders(1) | 3,162,836 | (2) | $ | 36.21 | (3) | 2,199,359 | (4)(5) | |||||
Equity compensation plans not approved by security holders | n/a | n/a | n/a | |||||||||
Total | 3,162,836 | $ | 36.21 | 2,199,359 |
(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 Lamar Advertising’s 2000 Employee Stock Purchase Plan. Under the evergreen formula of this plan, on the first day of each fiscal year beginning with 2001, the aggregate number of shares that may be purchased through the exercise of rights granted under the plan is increased by the lesser of (a) 500,000 shares, (b) one-tenth of one percent of the total number of shares of Class A Common Stock outstanding on the last day of the preceding fiscal year, and (c) a lesser amount determined by the board of directors. Pursuant to the evergreen formula, as of December 31, 2006, 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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Beneficial Owner | Title of Class | No. of Shares Owned | Percent of Class | |||||||
Directors, Nominees for Director and Executive Officers | ||||||||||
Kevin P. Reilly, Jr. | Class A | 294,577 | (1) | * | ||||||
Class B(2) | 11,362,250 | (3)(4) | 73.8 | %(5) | ||||||
Sean E. Reilly | Class A | 150,102 | (6) | * | ||||||
Class B(2) | 10,782,835 | (3) | 70.0 | %(7) | ||||||
Anna Reilly | Class A | 26,980 | (8) | * | ||||||
Class B(2) | 10,540,280 | (3)(9) | 68.5 | %(10) | ||||||
Wendell Reilly | Class A | 229,636 | (11) | * | ||||||
Class B(2) | 9,712,500 | (3)(12) | 63.1 | %(13) | ||||||
Keith A. Istre | Class A | 109,871 | (14) | * | ||||||
Stephen P. Mumblow | Class A | 31,279 | (15) | * | ||||||
John Maxwell Hamilton | Class A | 30,969 | (16) | * | ||||||
Thomas V. Reifenheiser | Class A | 30,202 | (17) | * | ||||||
Robert M. Jelenic | Class A | 9,349 | (18) | * | ||||||
All Current Directors and Executive Officers as a Group (9 Persons) | Class A & B | 16,310,830 | (19) | 17.3 | %(20) | |||||
Five Percent Stockholders | ||||||||||
The Reilly Family Limited Partnership | Class B(2) | 9,000,000 | 58.4 | %(21) | ||||||
T. Rowe Price Associates, Inc. | Class A | 13,037,075 | (22) | 16.5 | % | |||||
100 E. Pratt Street | ||||||||||
Baltimore, MD 21202 | ||||||||||
SPO Advisory Corp. | Class A | 10,634,599 | (23) | 13.4 | % | |||||
591 Redwood Highway, Suite 3215 | ||||||||||
Mill Valley, CA 94941 | ||||||||||
Janus Capital Management LLC | Class A | 7,593,173 | (24) | 9.6 | % | |||||
151 Detroit Street | ||||||||||
Denver, CO 80206 | ||||||||||
Goldman Sachs Asset Management, L.P. | Class A | 4,969,420 | (25) | 6.3 | % | |||||
32 Old Slip | ||||||||||
New York, NY 10005 | ||||||||||
Scout Capital | Class A | 4,260,120 | (26) | 5.4 | % | |||||
640 Fifth Avenue, 22nd Floor | ||||||||||
New York, NY 10019 | ||||||||||
Charles W. Lamar III | Class A | 4,068,385 | (27) | 5.1 | % |
* | Less than 1%. |
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(1) | Includes 117,500 shares subject to stock options exercisable within 60 days of November 30, 2007. | |
(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 nominee for director), Sean E. Reilly (the Chief Operating Officer and Vice President) and Wendell Reilly (a nominee for director) are the other general partners of the RFLP. The managing general partner has sole voting power over the shares 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 any beneficial ownership in the shares held by the RFLP. | |
(4) | Includes 377,474 shares held by the Kevin P. Reilly, Jr. Family Trust. | |
(5) | Represents 12.0% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(6) | Includes 117,500 shares subject to stock options exercisable within 60 days of November 30, 2007. | |
(7) | Represents 11.4% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(8) | Consists of 26,515 shares held by Anna Reilly’s grantor retained annuity trust. | |
(9) | Includes 1,540,280 shares owned jointly by Anna Reilly and her spouse. | |
(10) | Represents 11.2% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(11) | Includes 104,171 shares held in trusts of which Wendell Reilly is the trustee. | |
(12) | Includes 200,000 shares held in a trust of which Wendell Reilly is the trustee. | |
(13) | Represents 10.3% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(14) | Includes 88,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of November 30, 2007. | |
(15) | Includes 28,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of November 30, 2007. | |
(16) | Includes 28,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of November 30, 2007, and 1,000 shares owned jointly with his spouse. | |
(17) | Includes 28,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of November 30, 2007. | |
(18) | Includes 8,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of November 30, 2007. | |
(19) | See Notes 1, 3, 4, 6, 8, 9, 11, 12, and14-18. | |
(20) | Assumes the conversion of all shares of Class B Common Stock into shares of Class A Common Stock. |
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(21) | Represents 9.5% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(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 filed with the SEC by Price Associates for the year ended December 31, 2006. | |
(23) | Consists of 10,130,069 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) JHS, William E. Oberndorf (“WEO”) and William J. Patterson (“WJP”), the three controlling persons of SPO Corp. Additionally, 504,530 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 owned by (i) SF Advisory Partners, L.P. (“SF Advisory”), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO & WJP, the three controlling persons of SPO Corp. Based on the Form 4 filed with the SEC by the SPO Advisory Corp. on October 24, 2007. | |
(24) | Includes (a) 57,274 shares that may be acquired by Janus Capital Management LLC upon the conversion of the Company’s 2.875% Convertible Notes due 2010, and (b) 697,127 shares beneficially owned by Enhanced 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, 2006. | |
(25) | Goldman Sachs Asset Management, L.P. has sole voting power as to 4,381,507 of these shares and sole dispositive power as to all of these shares. The address of Goldman Sachs Asset Management, L.P. is 32 Old Slip, New York, NY 10005. Based on the Schedule 13G/A filed with the SEC by Goldman Sachs Asset Management, L.P. for the year ended December 31, 2006. | |
(26) | Consists of (a) 440,388 shares beneficially owned by Scout Capital, L.L.C. and (b) 3,819,732 shares beneficially owned by Scout Capital Management, L.L.C. The address of Scout Capital Management, L.L.C. is 640 Fifth Avenue, 22nd Floor, New York, NY 10019. Based on the Schedule 13G/A filed with the SEC by Scout Capital Management, L.L.C. for the year ended December 31, 2006. Both of the previously listed entities are jointly controlled by Adam Weiss and James Crichton. | |
(27) | Includes (i) the following shares over which Mr. Lamar holds sole voting and dispositive power: (a) 100,000 shares that Mr. Lamar has exchanged for units in exchange funds over which he retains voting power; (b) 200,000 shares that are subject to outstanding OTC call options; (c) 1,538,861 shares held by CWL3, LLC, CWL3 No. 2DG, LLC, and Lamar Investment Fund, LLC, of which 300,000 shares have been pledged pursuant to forward sales contracts and 400,000 shares are subject to outstanding OTC call options; and (d) 5,710 shares owned by Mr. Lamar’s children, as to which Mr. Lamar disclaims beneficial ownership; and (ii) the following shares over which Mr. Lamar shares voting and dispositive power: (a) 877,272 shares held in trust for Mr. Lamar’s two children who reside with him, of which 70,000 shares have been exchanged for units in an exchange fund over which they retain voting power; Mr. Lamar disclaims beneficial ownership of the shares held by the trusts; (b) 183,588 shares held by a charitable trust of which Mr. Lamar’s spouse is the trustee; Mr. Lamar disclaims beneficial ownership of the shares held by the charitable trust; and (c) 50,750 shares owned by Mr. Lamar’s spouse; Mr. Lamar disclaims beneficial ownership of the shares held by his spouse. |
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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 | |
• | 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 |
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• | 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. |
• | 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. |
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• | 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. |
• | 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; |
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• | 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. |
• | 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. |
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• | 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 | |
• | 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 | $ | 1,875 | $ | 462.5 | $ | 250 | $ | 87.5 | ||||||||||
December 31, 2009 — September 30, 2011 | 15,000 | 5,625 | 1,387.5 | 750 | 262.5 | |||||||||||||||
December 31, 2011 — September 30, 2012 | 60,000 | 22,500 | 5,550 | 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 higher of the rate publicly announced by JPMorgan Chase Bank, N.A. as its prime lending rate and the applicable federal funds rate, plus 0.5%; 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). |
• | indebtedness created by the bank 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 |
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• | engage in transactions with affiliates except on an arms-length basis. |
• | we cease to be a wholly owned subsidiary of Lamar Advertising; | |
• | 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. |
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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; | |
• | subordinated in right of payment to all existing and future Senior Indebtedness of Lamar Media; | |
• | pari passuin right of payment with 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 and any additional future senior subordinated Indebtedness of Lamar Media; | |
• | senior in right of payment to any existing or future subordinated Indebtedness of Lamar Media including, without limitation, the Mirror Loan Indebtedness; and | |
• | effectively subordinated to any secured Indebtedness of Lamar Media or any of its Subsidiaries to the extent of the value of the assets securing such Indebtedness. |
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• | general unsecured obligations of each Guarantor; | |
• | subordinated in right of payment to all existing and future Senior Indebtedness of each Guarantor; | |
• | pari passuin right of payment with 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 and any additional future senior subordinated Indebtedness of such Guarantor; | |
• | senior in right of payment to any existing or future subordinated Indebtedness of each Guarantor; and | |
• | effectively subordinated to any secured Indebtedness of each Guarantor to the extent of the value of the assets securing such Indebtedness. |
Year | Percentage | |||
2010 | 103.313 | % | ||
2011 | 102.208 | % | ||
2012 | 101.104 | % | ||
2013 and thereafter | 100.000 | % |
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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. |
• | 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. |
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• | 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: | By Facsimile Transmission: | |
The Bank of New York | The Bank of New York | |
Trust Company, N.A | Trust Company, N.A. | |
c/o The Bank of New York | c/o The Bank of New York | |
Attention: | Attention: |
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Page | ||||
For the period ended December 31, 2006: | ||||
Lamar Advertising Company and Subsidiaries | ||||
Management’s report on internal control over financial reporting | F-2 | |||
Report of independent registered public accounting firm — Internal control over financial reporting | F-3 | |||
Report of independent registered public accounting firm — Consolidated Financial statements | F-4 | |||
Consolidated balance sheets as of December 31, 2006 and 2005 | F-5 | |||
Consolidated statements of operations for the years ended December 31, 2006, 2005 and 2004 | F-6 | |||
Consolidated statements of stockholders’ equity and comprehensive income for the years ended December 31, 2006, 2005 and 2004 | F-7 | |||
Consolidated statements of cash flows for the years ended December 31, 2006, 2005 and 2004 | F-8 | |||
Notes to consolidated financial statements | F-9 | |||
Schedule 2 — Valuation and qualifying accounts for the years ended December 31, 2006, 2005 and 2004 | F-32 | |||
Lamar Media Corp. and Subsidiaries | ||||
Management’s report on internal control over financial reporting | F-34 | |||
Report of independent registered public accounting firm — Internal control over financial reporting | F-35 | |||
Report of independent registered public accounting firm — Consolidated Financial statements | F-36 | |||
Consolidated balance sheets as of December 31, 2006 and 2005 | F-37 | |||
Consolidated statements of operations for the years ended December 31, 2006, 2005 and 2004 | F-38 | |||
Consolidated statements of stockholders’ equity and comprehensive income for the years ended December 31, 2006, 2005 and 2004 | F-39 | |||
Consolidated statements of cash flows for the years ended December 31, 2006, 2005 and 2004 | F-40 | |||
Notes to consolidated financial statements | F-41 | |||
Schedule 2 — Valuation and qualifying accounts for the years ended December 31, 2006, 2005 and 2004 | F-46 | |||
For the period ended September 30, 2007: | ||||
Lamar Advertising Company and Subsidiaries | ||||
Condensed consolidated balance sheets as of September 30, 2007 (unaudited) and December 31, 2006 | F-47 | |||
Condensed consolidated statements of operations for the three month and nine month periods ended September 30, 2007 and 2006 (unaudited) | F-48 | |||
Condensed consolidated statements of cash flows for the nine month periods ended September 30, 2007 and 2006 (unaudited) | F-49 | |||
Notes to condensed consolidated financial statements (unaudited) | F-50 | |||
Lamar Media Corp. and Subsidiaries | ||||
Condensed consolidated balance sheets as of September 30, 2007 (unaudited) and December 31, 2006 | F-58 | |||
Condensed consolidated statements of operations for the three month and nine month periods ended September 30, 2007 and 2006 (unaudited) | F-59 | |||
Condensed consolidated statements of cash flows for the nine month periods ended September 30, 2007 and 2006 (unaudited) | F-60 | |||
Note to condensed consolidated financial statements (unaudited) | F-61 |
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Lamar Advertising Company:
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Lamar Advertising Company:
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AND SUBSIDIARIES
(In thousands, except share and per share data)
2006 | 2005 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 11,796 | $ | 19,419 | ||||
Receivables, net of allowance for doubtful accounts of $6,400 and $6,000 in 2006 and 2005 | 127,552 | 114,733 | ||||||
Prepaid expenses | 38,215 | 35,763 | ||||||
Deferred income tax assets (note 11) | 34,224 | 7,128 | ||||||
Other current assets | 18,983 | 14,387 | ||||||
Total current assets | 230,770 | 191,430 | ||||||
Property, plant and equipment (note 4) | 2,432,977 | 2,191,443 | ||||||
Less accumulated depreciation and amortization | (1,027,029 | ) | (902,138 | ) | ||||
Net property, plant and equipment | 1,405,948 | 1,289,305 | ||||||
Goodwill (note 5) | 1,357,706 | 1,295,050 | ||||||
Intangible assets (note 5) | 860,850 | 896,943 | ||||||
Deferred financing costs net of accumulated amortization of $27,143 and $22,350 at 2006 and 2005, respectively | 25,990 | 26,549 | ||||||
Other assets | 42,964 | 41,957 | ||||||
Total assets | $ | 3,924,228 | $ | 3,741,234 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 14,567 | $ | 13,730 | ||||
Current maturities of long-term debt (note 8) | 8,648 | 2,788 | ||||||
Accrued expenses (note 7) | 69,940 | 66,151 | ||||||
Deferred income | 17,824 | 14,945 | ||||||
Total current liabilities | 110,979 | 97,614 | ||||||
Long-term debt (note 8) | 1,981,820 | 1,573,538 | ||||||
Deferred income tax liabilities (note 11) | 140,019 | 107,696 | ||||||
Asset retirement obligation (note 9) | 141,503 | 135,538 | ||||||
Other liabilities | 11,374 | 9,366 | ||||||
Total liabilities | 2,385,695 | 1,923,752 | ||||||
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 2006 and 2005 | — | — | ||||||
Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares authorized, 0 shares issued and outstanding at 2006 and 2005 | — | — | ||||||
Class A common stock, par value $.001, 175,000,000 shares authorized, 91,796,429 and 90,409,282 shares issued and outstanding at 2006 and 2005, respectively | 92 | 90 | ||||||
Class B common stock, par value $.001, 37,500,000 shares authorized, 15,397,865 and 15,672,527 are issued and outstanding at 2006 and 2005, respectively | 15 | 16 | ||||||
Additionalpaid-in-capital | 2,250,716 | 2,196,691 | ||||||
Accumulated comprehensive income | 2,253 | — | ||||||
Accumulated deficit | (315,072 | ) | (353,793 | ) | ||||
Cost of shares held in treasury, 7,460,750 shares and 544,770 shares in 2006 and 2005, respectively | (399,471 | ) | (25,522 | ) | ||||
Stockholders’ equity | 1,538,533 | 1,817,482 | ||||||
Total liabilities and stockholders’ equity | $ | 3,924,228 | $ | 3,741,234 | ||||
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Years Ended December 31, 2006, 2005 and 2004
(In thousands, except share and per share data)
2006 | 2005 | 2004 | ||||||||||
Net revenues | $ | 1,120,091 | $ | 1,021,656 | $ | 883,510 | ||||||
Operating expenses (income): | ||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 390,561 | 353,139 | 302,157 | |||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 198,187 | 176,099 | 158,161 | |||||||||
Corporate expenses (exclusive of depreciation and amortization) | 50,750 | 36,628 | 30,159 | |||||||||
Depreciation and amortization (Note 10) | 301,685 | 290,089 | 294,056 | |||||||||
Gain on disposition of assets | (10,862 | ) | (1,119 | ) | (1,067 | ) | ||||||
930,321 | 854,836 | 783,466 | ||||||||||
Operating income | 189,770 | 166,820 | 100,044 | |||||||||
Other expense (income): | ||||||||||||
Loss on extinguishment of debt | — | 3,982 | — | |||||||||
Interest income | (1,311 | ) | (1,511 | ) | (495 | ) | ||||||
Interest expense | 112,955 | 90,671 | 76,079 | |||||||||
111,644 | 93,142 | 75,584 | ||||||||||
Income before income tax expense | 78,126 | 73,678 | 24,460 | |||||||||
Income tax expense (note 11) | 34,227 | 31,899 | 11,305 | |||||||||
Net income | 43,899 | 41,779 | 13,155 | |||||||||
Preferred stock dividends | 365 | 365 | 365 | |||||||||
Net income applicable to common stock | $ | 43,534 | $ | 41,414 | $ | 12,790 | ||||||
Earnings per share: | ||||||||||||
Basic earnings per share | $ | 0.42 | $ | 0.39 | $ | 0.12 | ||||||
Diluted earnings per share | $ | 0.42 | $ | 0.39 | $ | 0.12 | ||||||
Weighted average common shares outstanding | 102,720,744 | 105,605,873 | 104,041,030 | |||||||||
Incremental common shares from dilutive stock options | 774,778 | 483,884 | 530,453 | |||||||||
Incremental common shares from convertible debt | — | — | — | |||||||||
Weighted average common shares assuming dilution | 103,495,522 | 106,089,757 | 104,571,483 | |||||||||
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AND SUBSIDIARIES
(In thousands, except per share data)
Series AA | Class A | Class A | Class B | Add’l | Accumulated | |||||||||||||||||||||||||||||||
PREF | PREF | CMN | CMN | Treasury | Paid in | Comprehensive | Accumulated | |||||||||||||||||||||||||||||
Stock | Stock | Stock | Stock | Stock | Capital | Income | Deficit | Total | ||||||||||||||||||||||||||||
Balance, December 31, 2003 | $ | — | — | 87 | 16 | — | 2,097,555 | — | (407,997 | ) | 1,689,661 | |||||||||||||||||||||||||
Issuance of 68,986 shares of common stock in acquisitions | — | — | 1 | — | — | 4,271 | — | — | 4,272 | |||||||||||||||||||||||||||
Exercise of 865,443 shares of stock options | — | — | 1 | — | — | 27,369 | — | — | 27,370 | |||||||||||||||||||||||||||
Conversion of 474,546 shares of Class B common stock to Class A stock | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Issuance of 66,692 shares of common stock through employee purchase plan | — | — | — | — | — | 2,254 | — | — | 2,254 | |||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 13,155 | 13,155 | |||||||||||||||||||||||||||
Dividends ($63.80 per preferred share) | — | — | — | — | — | — | — | (365 | ) | (365 | ) | |||||||||||||||||||||||||
Balance, December 31, 2004 | $ | — | — | 89 | 16 | — | 2,131,449 | — | (395,207 | ) | 1,736,347 | |||||||||||||||||||||||||
Issuance of 1,026,413 shares of common stock in acquisitions | — | — | 1 | — | — | 43,313 | — | — | 43,314 | |||||||||||||||||||||||||||
Exercise of 552,781 shares of stock options | — | — | — | — | — | 19,151 | — | — | 19,151 | |||||||||||||||||||||||||||
Issuance of 78,194 shares of common stock through employee purchase plan | — | — | — | — | — | 2,778 | — | — | 2,778 | |||||||||||||||||||||||||||
Purchase of 544,770 shares of treasury stock | — | — | — | — | (25,522 | ) | — | — | — | (25,522 | ) | |||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 41,779 | 41,779 | |||||||||||||||||||||||||||
Dividends ($63.80 per preferred share) | — | — | — | — | — | — | — | (365 | ) | (365 | ) | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
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AND SUBSIDIARIES
(In thousands)
2006 | 2005 | 2004 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 43,899 | $ | 41,779 | $ | 13,155 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 301,685 | 287,212 | 294,056 | |||||||||
Non-cash compensation | 17,906 | — | — | |||||||||
Amortization included in interest expense | 4,793 | 5,335 | 5,330 | |||||||||
Gain on disposition of assets | (10,862 | ) | (1,119 | ) | (1,067 | ) | ||||||
Loss on extinguishment of debt | — | 3,982 | — | |||||||||
Deferred income tax expenses | 6,364 | 23,852 | 7,748 | |||||||||
Provision for doubtful accounts | 6,287 | 6,674 | 7,772 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase) decrease in: | ||||||||||||
Receivables | (17,583 | ) | (24,915 | ) | (4,824 | ) | ||||||
Prepaid expenses | (4,780 | ) | (448 | ) | (2,509 | ) | ||||||
Other assets | 2,145 | (7,408 | ) | (3,556 | ) | |||||||
Increase (decrease) in: | ||||||||||||
Trade accounts payable | 837 | 3,318 | 1,600 | |||||||||
Accrued expenses | 11,004 | 10,155 | 5,693 | |||||||||
Other liabilities | 2,822 | (1,160 | ) | (234 | ) | |||||||
Cash flows provided by operating activities | 364,517 | 347,257 | 323,164 | |||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (223,350 | ) | (121,117 | ) | (82,031 | ) | ||||||
Acquisitions | (227,649 | ) | (145,228 | ) | (189,540 | ) | ||||||
Increase in notes receivable | (1,331 | ) | (7,175 | ) | — | |||||||
Proceeds from sale of property and equipment | 13,434 | 5,550 | 7,824 | |||||||||
Cash flows used in investing activities | (438,896 | ) | (267,970 | ) | (263,747 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Net proceeds from issuance of common stock | 35,236 | 18,672 | 23,806 | |||||||||
Cash used for purchase of treasury shares | (373,949 | ) | (25,522 | ) | — | |||||||
Principle payments on long-term debt | (2,303 | ) | (485,539 | ) | (44,928 | ) | ||||||
Debt issuance costs | (4,328 | ) | (5,315 | ) | (1,526 | ) | ||||||
Net proceeds from note offerings and new notes payable | 412,682 | 394,000 | — | |||||||||
Dividends | (365 | ) | (365 | ) | (365 | ) | ||||||
Cash flows provided by (used in) financing activities | 66,973 | (104,069 | ) | (23,013 | ) | |||||||
Effect of exchange rate changes in cash and cash equivalents | (217 | ) | — | — | ||||||||
Net (decrease) increase in cash and cash equivalents | (7,623 | ) | (24,782 | ) | 36,404 | |||||||
Cash and cash equivalents at beginning of period | 19,419 | 44,201 | 7,797 | |||||||||
Cash and cash equivalents at end of period | $ | 11,796 | $ | 19,419 | $ | 44,201 | ||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for interest | $ | 97,711 | $ | 78,097 | $ | 69,922 | ||||||
Cash paid for state and federal income taxes | $ | 28,471 | $ | 3,365 | $ | 1,946 | ||||||
Common stock issuance related to acquisitions | $ | — | $ | 43,314 | $ | 4,270 | ||||||
F-8
Table of Contents
AND SUBSIDIARIES
(a) | Nature of Business |
(b) | Principles of Consolidation |
(c) | Property, Plant and Equipment |
(d) | Goodwill and Intangible Assets |
(e) | Impairment of Long-Lived Assets |
F-9
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(f) | Deferred Income |
(g) | Revenue Recognition |
2006 | 2005 | 2004 | ||||||||||
Net revenues | $ | 5,461 | $ | 5,766 | $ | 5,490 | ||||||
Direct advertising expenses | $ | 2,802 | $ | 2,972 | $ | 3,124 | ||||||
General and administrative expenses | $ | 2,645 | $ | 2,521 | $ | 2,002 |
(h) | Income Taxes |
(i) | Earnings Per Share |
F-10
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
(j) | Stock Option Plan |
Year Ended | ||||
December 31, 2006 | ||||
Stock-based compensation expense: | ||||
Issuances under employee stock purchase plan | $ | 728 | ||
Employee stock options | 6,833 | |||
Performance-based stock awards | 10,345 | |||
Income tax benefit | (4,531 | ) | ||
Net decrease in net income | $ | 13,375 | ||
Decrease in earnings per common share: | ||||
Basic | $ | 0.13 | ||
Diluted | $ | 0.13 |
F-11
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Year Ended | Year Ended | |||||||
December 31, | December 31, | |||||||
2005 | 2004 | |||||||
Net income applicable to common stock, as reported | $ | 41,414 | $ | 12,790 | ||||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | (5,013 | ) | (8,834 | ) | ||||
Pro forma net income applicable to common stock | $ | 36,401 | $ | 3,956 | ||||
Net income per common share — basic and diluted | ||||||||
Net income per share, as reported | $ | 0.39 | $ | 0.12 | ||||
Net income per share, pro forma | $ | 0.34 | $ | 0.04 |
(k) | Cash and Cash Equivalents |
F-12
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Total | ||||
Current assets | $ | 6,141 | ||
Property, plant and equipment | 77,433 | |||
Goodwill | 62,656 | |||
Site locations | 66,944 | |||
Non-competition agreements | 661 | |||
Customer lists and contracts | 18,428 | |||
Other assets | 2,200 | |||
Current liabilities | (1,479 | ) | ||
Long term liabilities | (5,335 | ) | ||
$ | 227,649 | |||
2006 | 2005 | |||||||
Net revenues | $ | 1,128,697 | $ | 1,048,689 | ||||
Net income applicable to common stock | $ | 41,649 | $ | 37,630 | ||||
Net income per common share — basic | $ | 0.41 | $ | 0.36 | ||||
Net income per common share — diluted | $ | 0.40 | $ | 0.35 |
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 | $ | 10,374 | ||
Property, plant and equipment | 59,846 | |||
Goodwill | 29,944 | |||
Site locations | 87,263 | |||
Non-competition agreements | 1,439 | |||
Customer lists and contracts | 15,372 | |||
Other assets | 548 | |||
Current liabilities | (3,852 | ) | ||
Long term liabilities | (12,392 | ) | ||
$ | 188,542 | |||
Total | ||||
Current assets | $ | 2,846 | ||
Property, plant and equipment | 64,917 | |||
Goodwill | 24,831 | |||
Site locations | 87,281 | |||
Non-competition agreements | 515 | |||
Customer lists and contracts | 21,577 | |||
Current liabilities | (1,477 | ) | ||
$ | 200,490 | |||
F-14
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
2006 | 2005 | 2004 | ||||||||||
Issuance of Class A common stock in acquisitions | $ | — | $ | 43,314 | $ | 4,270 |
Estimated Life | ||||||||||||
(Years) | 2006 | 2005 | ||||||||||
Land | — | $ | 178,942 | $ | 115,449 | |||||||
Building and improvements | 10 - 39 | 90,627 | 72,718 | |||||||||
Advertising structures | 5 - 15 | 2,055,236 | 1,911,429 | |||||||||
Automotive and other equipment | 3 - 7 | 108,172 | 91,847 | |||||||||
$ | 2,432,977 | $ | 2,191,443 | |||||||||
Estimated | 2006 | 2005 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Amortizable Intangible Assets: | ||||||||||||||||||||
Customer lists and contracts | 7 - 10 | $ | 444,167 | $ | 380,374 | $ | 425,739 | $ | 344,125 | |||||||||||
Non-competition agreements | 3 - 15 | 60,279 | 55,466 | 59,618 | 53,437 | |||||||||||||||
Site locations | 15 | 1,262,525 | 474,151 | 1,195,581 | 391,926 | |||||||||||||||
Other | 5 - 15 | 13,537 | 9,667 | 13,600 | 8,107 | |||||||||||||||
$ | 1,780,508 | $ | 919,658 | $ | 1,694,538 | $ | 797,595 | |||||||||||||
Unamortizable Intangible Assets: | ||||||||||||||||||||
Goodwill | $ | 1,611,341 | $ | 253,635 | $ | 1,548,685 | $ | 253,635 |
Balance as of December 31, 2005 | $ | 1,548,685 | ||
Goodwill acquired during the year | 62,656 | |||
Impairment losses | — | |||
Balance as of December 31, 2006 | $ | 1,611,341 | ||
F-15
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Year ended December 31, 2007 | $ | 106,332 | ||
Year ended December 31, 2008 | 99,575 | |||
Year ended December 31, 2009 | 96,672 | |||
Year ended December 31, 2010 | 93,591 | |||
Year ended December 31, 2011 | 91,111 | |||
Thereafter | 373,569 | |||
Total | $ | 860,850 |
2007 | $ | 146,766 | ||
2008 | $ | 123,905 | ||
2009 | $ | 110,232 | ||
2010 | $ | 95,494 | ||
2011 | $ | 81,931 | ||
Thereafter | $ | 584,744 |
2006 | 2005 | |||||||
Payroll | $ | 12,692 | $ | 11,888 | ||||
Interest | 35,845 | 25,840 | ||||||
Insurance benefits | 9,169 | 9,337 | ||||||
Other | 12,234 | 19,086 | ||||||
$ | 69,940 | $ | 66,151 | |||||
F-16
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
2006 | 2005 | |||||||
Bank Credit Agreement | $ | 707,000 | $ | 495,000 | ||||
27/8% Convertible notes | 287,500 | 287,500 | ||||||
8% Unsecured subordinated notes | — | 1,333 | ||||||
71/4% Senior subordinated notes | 388,208 | 388,628 | ||||||
65/8% Senior Subordinated notes | 400,000 | 400,000 | ||||||
65/8% Senior Subordinated Notes — Series B | 200,922 | — | ||||||
Other notes with various rates and terms | 6,838 | 3,865 | ||||||
1,990,468 | 1,576,326 | |||||||
Less current maturities | (8,648 | ) | (2,788 | ) | ||||
Long-term debt, excluding current maturities | $ | 1,981,820 | $ | 1,573,538 | ||||
2007 | $ | 8,648 | ||
2008 | $ | 31,359 | ||
2009 | $ | 46,370 | ||
2010 | $ | 379,246 | ||
2011 | $ | 159,996 | ||
Later years | $ | 1,364,849 |
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 | ||||
December 31, 2007 — September 30, 2009 | $ | 7,587.5 | ||
December 31, 2009 — September 30, 2011 | 22,762.5 | |||
December 31, 2011 — September 30, 2012 | 91,050.0 |
• | dispose of assets; | |
• | incur or repay debt; | |
• | create liens; | |
• | make investments; and | |
• | pay dividends. |
• | interest coverage; | |
• | fixed charges ratios; | |
• | senior debt ratios; and | |
• | total debt ratios. |
F-19
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Balance at December 31, 2003 | $ | 123,217 | ||
Additions to asset retirement obligations | 3,687 | |||
Accretion expense | 10,204 | |||
Liabilities settled | (4,408 | ) | ||
Balance at December 31, 2004 | $ | 132,700 | ||
Additions to asset retirement obligations | 1,612 | |||
Accretion expense | 7,039 | |||
Liabilities settled | (5,813 | ) | ||
Balance at December 31, 2005 | $ | 135,538 | ||
Additions to asset retirement obligations | 1,332 | |||
Accretion expense | 8,561 | |||
Liabilities settled | (3,928 | ) | ||
Balance at December 31, 2006 | $ | 141,503 | ||
Year Ended December 31, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
Direct expenses | $ | 286,041 | $ | 276,977 | $ | 279,735 | ||||||
General and administrative expenses | 6,902 | 6,870 | 8,403 | |||||||||
Corporate expenses | 8,742 | 6,242 | 5,918 | |||||||||
$ | 301,685 | $ | 290,089 | $ | 294,056 | |||||||
F-20
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, 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 | |||||||
Year ended December 31, 2005: | ||||||||||||
U.S. federal | $ | 2,500 | $ | 22,504 | $ | 25,004 | ||||||
State and local | 2,530 | 1,221 | 3,751 | |||||||||
Foreign | 3,017 | 127 | 3,144 | |||||||||
$ | 8,047 | $ | 23,852 | $ | 31,899 | |||||||
Year ended December 31, 2004: | ||||||||||||
U.S. federal | $ | — | $ | 5,621 | $ | 5,621 | ||||||
State and local | 3,557 | 1,339 | 4,896 | |||||||||
Foreign | — | 788 | 788 | |||||||||
$ | 3,557 | $ | 7,748 | $ | 11,305 | |||||||
2006 | 2005 | 2004 | ||||||||||
Computed expected tax expense | $ | 27,344 | $ | 25,787 | $ | 8,316 | ||||||
Increase (reduction) in income taxes resulting from: | ||||||||||||
Book expenses not deductible for tax purposes | 4,078 | 4,012 | 825 | |||||||||
Amortization of non-deductible goodwill | 27 | 26 | 2 | |||||||||
State and local income taxes, net of federal income tax benefit | 2,583 | 2,438 | 3,231 | |||||||||
Other differences, net | 195 | (364 | ) | (1,069 | ) | |||||||
$ | 34,227 | $ | 31,899 | $ | 11,305 | |||||||
F-21
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
2006 | 2005 | |||||||
Current deferred tax assets: | ||||||||
Receivables, principally due to allowance for doubtful accounts | $ | 4,761 | $ | 2,316 | ||||
Accrued liabilities not deducted for tax purposes | 1,508 | 1,609 | ||||||
Net operating loss carryforward | 10,210 | — | ||||||
Tax credits | 17,369 | — | ||||||
Other | 376 | 3,203 | ||||||
Net current deferred tax asset | $ | 34,224 | $ | 7,128 | ||||
Non-current deferred tax liabilities: | ||||||||
Plant and equipment, principally due to differences in depreciation | $ | (6,849 | ) | $ | (10,893 | ) | ||
Intangibles, due to differences in amortizable lives | (243,145 | ) | (244,712 | ) | ||||
Undistributed earnings of foreign subsidiaries | (159 | ) | — | |||||
Investments in partnerships | (394 | ) | — | |||||
(250,547 | ) | (255,605 | ) | |||||
Non-current deferred tax assets: | ||||||||
Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes | 29,812 | 34,080 | ||||||
Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and deferred for financial reporting purposes | 2,302 | 931 | ||||||
Accrued liabilities not deducted for tax purposes | 13,754 | 3,232 | ||||||
Net operating loss carryforward | 15,138 | 69,955 | ||||||
Asset retirement obligation | 40,799 | 35,289 | ||||||
Tax credits | 8,688 | 3,319 | ||||||
Other, net | 35 | 1,103 | ||||||
Non-current deferred tax assets | 110,528 | 147,909 | ||||||
Net non-current deferred tax liability | $ | (140,019 | ) | $ | (107,696 | ) | ||
F-22
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
F-23
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
F-24
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
F-25
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 | ||||||||||||
2006 | 0 | % | 30 | % | 5 | % | 7 | |||||||||
2005 | 0 | % | 43 | % | 4 | % | 7 | |||||||||
2004 | 0 | % | 46 | % | 4 | % | 6 |
Weighted | Weighted | |||||||||||
Average | Average | |||||||||||
Exercise | Contractual | |||||||||||
Shares | Price | Life | ||||||||||
Outstanding, beginning of year | 3,937,782 | $ | 34.72 | |||||||||
Granted | 90,500 | 51.45 | ||||||||||
Exercised | (1,033,596 | ) | 31.71 | |||||||||
Canceled | (30,000 | ) | 41.58 | |||||||||
Outstanding, end of year | 2,964,686 | $ | 36.21 | 5.25 | ||||||||
Exercisable at end of year | 1,995,386 | $ | 34.93 | 4.31 | ||||||||
Weighted Average | ||||||||
Grant Date | ||||||||
Shares | Fair Value | |||||||
Nonvested stock options at the beginning of the period | 1,289,966 | $ | 17.59 | |||||
Granted | 90,500 | 22.61 | ||||||
Vested | (381,166 | ) | 19.84 | |||||
Canceled | (30,000 | ) | 23.71 | |||||
Nonvested stock options at the end of the period | 969,300 | $ | 18.48 | |||||
F-26
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, 2006 | 548,560 | |||
Purchases | (78,889 | ) | ||
Available for future purchases, December 31, 2006 | 469,671 | |||
F-27
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 | ) | ||||
$ | — | $ | — | |||||
F-28
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
2006 | 2005 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
Long-term debt | $ | 1,981,820 | $ | 2,079,602 | $ | 1,573,538 | $ | 1,606,726 |
• | The carrying amounts of cash and cash equivalents, prepaids, receivables, trade accounts payable, accrued expenses and deferred income approximate fair value because of the short term nature of these items. | |
• | The fair value of long-term debt is based upon market quotes obtained from dealers where available and by discounting future cash flows at rates currently available to the Company for similar instruments when quoted market rates are not available. |
F-29
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Year 2006 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 253,333 | $ | 287,577 | $ | 292,038 | $ | 287,143 | ||||||||
Net revenues less direct advertising expenses | $ | 158,124 | $ | 191,162 | $ | 193,488 | $ | 186,756 | ||||||||
Net income applicable to common stock | $ | 1,449 | $ | 18,281 | $ | 16,748 | $ | 7,056 | ||||||||
Net income per common share basic | $ | 0.01 | $ | 0.18 | $ | 0.16 | $ | 0.07 | ||||||||
Net income per common share — diluted | $ | 0.01 | $ | 0.18 | $ | 0.16 | $ | 0.07 |
Year 2005 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 232,829 | $ | 264,743 | $ | 265,594 | $ | 258,490 | ||||||||
Net revenues less direct advertising expenses | $ | 148,353 | $ | 177,999 | $ | 175,669 | $ | 166,496 | ||||||||
Net income applicable to common stock | $ | 4,944 | $ | 18,653 | $ | 11,990 | $ | 5,827 | ||||||||
Net income per common share basic | $ | 0.05 | $ | 0.18 | $ | 0.11 | $ | 0.06 | ||||||||
Net income per common share — diluted | $ | 0.05 | $ | 0.18 | $ | 0.11 | $ | 0.05 |
F-30
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
F-31
Table of Contents
Valuation and Qualifying Accounts
Years Ended December 31, 2006, 2005 and 2004
(In thousands)
Balance at | Charged to | Balance at | ||||||||||||||
Beginning | Costs and | End of | ||||||||||||||
of Period | Expenses | Deductions | Period | |||||||||||||
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 | ||||||||||
Year ended December 31, 2005 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 5,000 | 7,674 | 6,674 | $ | 6,000 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 923,944 | 136,383 | 9,097 | $ | 1,051,230 | ||||||||||
Year ended December 31, 2004 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 4,914 | 7,772 | 7,686 | $ | 5,000 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 800,062 | 123,882 | — | $ | 923,944 |
F-32
Table of Contents
AND SUBSIDIARIES
F-34 | ||||
F-35 | ||||
F-36 | ||||
F-37 | ||||
F-38 | ||||
F-39 | ||||
F-40 | ||||
F-41 | ||||
F-46 |
F-33
Table of Contents
F-34
Table of Contents
Lamar Media Corp.:
F-35
Table of Contents
Lamar Media Corp.:
F-36
Table of Contents
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2006 and 2005
(In thousands, except share and per share data)
2006 | 2005 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 11,796 | $ | 19,419 | ||||
Receivables, net of allowance for doubtful accounts of $6,400 and $6,000 in 2006 and 2005 | 127,552 | 114,733 | ||||||
Prepaid expenses | 38,215 | 35,763 | ||||||
Deferred income tax assets (note 6) | 26,884 | 7,128 | ||||||
Other current assets | 18,095 | 14,344 | ||||||
Total current assets | 222,542 | 191,387 | ||||||
Property, plant and equipment | 2,432,977 | 2,191,443 | ||||||
Less accumulated depreciation and amortization | (1,027,029 | ) | (902,138 | ) | ||||
Net property, plant and equipment | 1,405,948 | 1,289,305 | ||||||
Goodwill (note 3) | 1,347,775 | 1,285,807 | ||||||
Intangible assets (note 3) | 860,237 | 896,328 | ||||||
Deferred financing costs net of accumulated amortization of $15,744 and $7,923 as of 2006 and 2005 respectively | 20,186 | 17,977 | ||||||
Other assets | 39,299 | 36,251 | ||||||
Total assets | $ | 3,895,987 | $ | 3,717,055 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 14,567 | $ | 13,730 | ||||
Current maturities of long-term debt (note 5) | 8,648 | 2,788 | ||||||
Accrued expenses (note 4) | 77,612 | 56,814 | ||||||
Deferred income | 17,824 | 14,945 | ||||||
Total current liabilities | 118,651 | 88,277 | ||||||
Long-term debt (note 5) | 1,981,820 | 1,573,538 | ||||||
Deferred income tax liabilities (note 6) | 148,310 | 138,642 | ||||||
Asset retirement obligation | 141,503 | 135,538 | ||||||
Other liabilities | 13,236 | 11,344 | ||||||
Total liabilities | 2,403,520 | 1,947,339 | ||||||
Stockholder’s equity: | ||||||||
Common stock, $.01 par value, authorized 3,000 shares; 100 shares issued and outstanding at 2006 and 2005 | — | — | ||||||
Additionalpaid-in-capital | 2,444,485 | 2,390,458 | ||||||
Accumulated comprehensive income | 2,253 | — | ||||||
Accumulated deficit | (954,271 | ) | (620,742 | ) | ||||
Stockholder’s equity | 1,492,467 | 1,769,716 | ||||||
Total liabilities and stockholder’s equity | $ | 3,895,987 | $ | 3,717,055 | ||||
F-37
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2006, 2005 and 2004
(In thousands)
2006 | 2005 | 2004 | ||||||||||
Net revenues | $ | 1,120,091 | $ | 1,021,656 | $ | 883,510 | ||||||
Operating expenses (income): | ||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 390,561 | 353,139 | 302,157 | |||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 198,187 | 176,099 | 158,161 | |||||||||
Corporate expenses (exclusive of depreciation and amortization) | 49,729 | 36,163 | 29,795 | |||||||||
Depreciation and amortization | 301,685 | 290,089 | 294,056 | |||||||||
Gain on disposition of assets | (10,862 | ) | (1,119 | ) | (1,067 | ) | ||||||
929,300 | 854,371 | 783,102 | ||||||||||
Operating income | 190,791 | 167,285 | 100,408 | |||||||||
Other expense (income): | ||||||||||||
Loss on extinguishment of debt | — | 3,982 | — | |||||||||
Interest income | (1,311 | ) | (1,511 | ) | (495 | ) | ||||||
Interest expense | 111,117 | 81,856 | 64,920 | |||||||||
109,806 | 84,327 | 64,425 | ||||||||||
Income before income tax expense | 80,985 | 82,958 | 35,983 | |||||||||
Income tax expense (note 6) | 35,753 | 35,488 | 11,764 | |||||||||
Net income | $ | 45,232 | $ | 47,470 | $ | 24,219 | ||||||
F-38
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Stockholder’s Equity and Comprehensive Income
Years Ended December 31, 2006, 2005 and 2004
Additional | Accumulated | |||||||||||||||||||
Common | Paid-In | Comprehensive | Accumulated | |||||||||||||||||
Stock | Capital | Income | Deficit | Total | ||||||||||||||||
Balance, December 31, 2003 | $ | — | $ | 2,333,951 | $ | — | $ | (379,409 | ) | $ | 1,954,542 | |||||||||
Contribution from parent | — | 9,978 | — | — | 9,978 | |||||||||||||||
Net income | — | — | — | 24,219 | 24,219 | |||||||||||||||
Balance, December 31, 2004 | — | 2,343,929 | — | (355,190 | ) | 1,988,739 | ||||||||||||||
Contribution to parent | — | 46,529 | — | — | 46,529 | |||||||||||||||
Net income | — | — | — | 47,470 | 47,470 | |||||||||||||||
Dividend to parent | — | — | — | (313,022 | ) | (313,022 | ) | |||||||||||||
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 | — | — | — | — | 47,535 | |||||||||||||||
Dividend to parent | — | — | — | (373,948 | ) | (373,948 | ) | |||||||||||||
Balance, December 31, 2006 | $ | — | $ | 2,444,485 | $ | 2,253 | $ | (954,271 | ) | $ | 1,492,467 | |||||||||
F-39
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2006, 2005 and 2004
(In thousands)
2006 | 2005 | 2004 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 45,232 | $ | 47,470 | $ | 24,219 | ||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 301,685 | 287,212 | 294,056 | |||||||||
Non-cash compensation | 17,906 | — | — | |||||||||
Amortization included in interest expense | 2,955 | 2,719 | 2,437 | |||||||||
Gain on disposition of assets | (10,862 | ) | (1,119 | ) | (1,067 | ) | ||||||
Loss on extinguishment of debt | — | 3,982 | — | |||||||||
Deferred income tax expenses (benefit) | (8,951 | ) | 27,440 | 8,207 | ||||||||
Provision for doubtful accounts | 6,287 | 6,674 | 7,772 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase) decrease in: | ||||||||||||
Receivables | (17,583 | ) | (24,915 | ) | (4,824 | ) | ||||||
Prepaid expenses | (4,780 | ) | (448 | ) | (2,509 | ) | ||||||
Other assets | 6,696 | (426 | ) | 11,731 | ||||||||
Increase (decrease) in: | ||||||||||||
Trade accounts payable | 837 | 3,318 | 1,600 | |||||||||
Accrued expenses | 27,846 | 4,452 | 4,351 | |||||||||
Other liabilities | (21,908 | ) | 8,202 | (234 | ) | |||||||
Cash flows provided by operating activities | 345,360 | 364,561 | 345,739 | |||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (223,350 | ) | (120,114 | ) | (81,165 | ) | ||||||
Acquisitions | (227,649 | ) | (145,228 | ) | (189,540 | ) | ||||||
Increase in notes receivable | (1,331 | ) | (7,175 | ) | — | |||||||
Proceeds from sale of property and equipment | 13,434 | 5,550 | 7,824 | |||||||||
Cash flows used in investing activities | (438,896 | ) | (266,967 | ) | (262,881 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Increase in notes payable | — | 287,500 | — | |||||||||
Principal payments on long-term debt | (2,303 | ) | (485,539 | ) | (44,928 | ) | ||||||
Debt issuance costs | (4,328 | ) | (5,315 | ) | (1,526 | ) | ||||||
Net proceeds from note offerings and new notes payable | 412,682 | 394,000 | — | |||||||||
Dividends to parent | (373,948 | ) | (313,022 | ) | — | |||||||
Contributions from parent | 54,027 | — | — | |||||||||
Cash flows provided by (used in) financing activities | 86,130 | (122,376 | ) | (46,454 | ) | |||||||
Effect of exchange rate changes in cash and cash equivalents | (217 | ) | — | — | ||||||||
Net (decrease) increase in cash and cash equivalents | (7,623 | ) | (24,782 | ) | 36,404 | |||||||
Cash and cash equivalents at beginning of period | 19,419 | 44,201 | 7,797 | |||||||||
Cash and cash equivalents at end of period | $ | 11,796 | $ | 19,419 | $ | 44,201 | ||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for interest | $ | 97,711 | $ | 71,898 | $ | 65,747 | ||||||
Cash paid for state and federal income taxes | $ | 28,471 | $ | 3,365 | $ | 1,946 | ||||||
F-40
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 |
2006 | 2005 | 2004 | ||||||||||
Parent company stock contributed for acquisitions | $ | — | $ | 43,314 | $ | 4,270 |
Estimated | 2006 | 2005 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Amortizable Intangible Assets: | ||||||||||||||||||||
Customer lists and contracts | 7 - 10 | $ | 444,167 | $ | 380,374 | $ | 425,739 | $ | 344,125 | |||||||||||
Non-competition agreements | 3 - 15 | 60,279 | 55,466 | 59,618 | 53,437 | |||||||||||||||
Site locations | 15 | 1,262,525 | 474,151 | 1,195,581 | 391,926 | |||||||||||||||
Other | 5 - 15 | 12,941 | 9,684 | 13,002 | 8,124 | |||||||||||||||
$ | 1,779,912 | $ | 919,675 | $ | 1,693,940 | $ | 797,612 | |||||||||||||
Unamortizable Intangible Assets: | ||||||||||||||||||||
Goodwill | $ | 1,600,541 | $ | 252,766 | $ | 1,538,573 | $ | 252,766 |
F-41
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, 2005 | $ | 1,538,573 | ||
Goodwill acquired during the year | 61,968 | |||
Impairment losses | — | |||
Balance as of December 31, 2006 | $ | 1,600,541 | ||
2006 | 2005 | |||||||
Payroll | $ | 12,692 | $ | 11,889 | ||||
Interest | 35,845 | 25,840 | ||||||
Other | 29,075 | 19,085 | ||||||
$ | 77,612 | $ | 56,814 | |||||
2006 | 2005 | |||||||
71/4% Senior subordinated notes | $ | 388,208 | $ | 388,628 | ||||
Mirror note to parent | 287,500 | 287,500 | ||||||
Bank Credit Agreement | 707,000 | 495,000 | ||||||
8% Unsecured subordinated notes | — | 1,333 | ||||||
65/8% Senior subordinated notes | 400,000 | 400,000 | ||||||
65/8% Senior subordinated notes — Series B | 200,922 | — | ||||||
Other notes with various rates and terms | 6,838 | 3,865 | ||||||
1,990,468 | 1,576,326 | |||||||
Less current maturities | (8,648 | ) | (2,788 | ) | ||||
Long-term debt excluding current maturities | $ | 1,981,820 | $ | 1,573,538 | ||||
2007 | $ | 8,648 | ||
2008 | $ | 31,359 | ||
2009 | $ | 46,370 | ||
2010 | $ | 379,246 | ||
2011 | $ | 159,996 | ||
Later years | $ | 1,364,849 |
F-42
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, 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 | ||||||
Year ended December 31, 2005: | ||||||||||||
U.S. federal | $ | 2,500 | $ | 26,111 | $ | 28,611 | ||||||
State and local | 2,530 | 1,203 | 3,733 | |||||||||
Foreign | 3,017 | 127 | 3,144 | |||||||||
$ | 8,047 | $ | 27,441 | $ | 35,488 | |||||||
Year ended December 31, 2004: | ||||||||||||
U.S. federal | $ | — | $ | 11,314 | $ | 11,314 | ||||||
State and local | 3,557 | (3,895 | ) | (338 | ) | |||||||
Foreign | — | 788 | 788 | |||||||||
$ | 3,557 | $ | 8,207 | $ | 11,764 | |||||||
2006 | 2005 | 2004 | ||||||||||
Computed expected tax expense | $ | 28,345 | $ | 29,035 | $ | 12,234 | ||||||
Increase (reduction) in income taxes resulting from: | ||||||||||||
Book expenses not deductible for tax purposes | 4,119 | 4,012 | 825 | |||||||||
Amortization of non-deductible goodwill | 24 | 24 | (3 | ) | ||||||||
State and local income taxes, net of federal income tax benefit | 2,581 | 2,427 | (223 | ) | ||||||||
Other differences, net | 684 | (10 | ) | (1,069 | ) | |||||||
$ | 35,753 | $ | 35,488 | $ | 11,764 | |||||||
F-43
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
2006 | 2005 | |||||||
Current deferred tax assets: | ||||||||
Receivables, principally due to allowance for doubtful accounts | $ | 4,445 | $ | 2,316 | ||||
Tax credits | 20,238 | — | ||||||
Accrued liabilities not deducted for tax purposes | 1,508 | 1,609 | ||||||
Other | 693 | 3,203 | ||||||
Net current deferred tax asset | $ | 26,884 | $ | 7,128 | ||||
Non-current deferred tax liabilities: | ||||||||
Plant and equipment, principally due to differences in depreciation | $ | (6,850 | ) | $ | (10,893 | ) | ||
Intangibles, due to differences in amortizable lives | (242,531 | ) | (244,127 | ) | ||||
Undistributed earnings of foreign subsidiary | (159 | ) | — | |||||
Investment in partnership | (394 | ) | — | |||||
(249,934 | ) | (255,020 | ) | |||||
Non-current deferred tax assets: | ||||||||
Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes | 29,812 | 34,080 | ||||||
Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and deferred for financial reporting purposes | 2,301 | 931 | ||||||
Accrued liabilities not deducted for tax purposes | 13,754 | 3,232 | ||||||
Net operating loss carryforward | 13,857 | 38,424 | ||||||
Asset retirement obligation | 40,798 | 35,289 | ||||||
Tax credits | 1,065 | — | ||||||
Other, net | 37 | 4,422 | ||||||
101,624 | 116,378 | |||||||
Net non-current deferred tax liability | $ | (148,310 | ) | $ | (138,642 | ) | ||
F-44
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
(Dollars in thousands, except share and per share data)
Year 2006 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 253,333 | $ | 287,577 | $ | 292,038 | $ | 287,143 | ||||||||
Net revenues less direct advertising expenses | $ | 158,124 | $ | 191,162 | $ | 193,488 | $ | 186,756 | ||||||||
Net income | $ | 1,905 | $ | 18,831 | $ | 17,290 | $ | 7,206 |
Year 2005 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 232,829 | $ | 264,743 | $ | 265,594 | $ | 258,490 | ||||||||
Net revenues less direct advertising expenses | $ | 148,353 | $ | 177,999 | $ | 175,669 | $ | 166,496 | ||||||||
Net income | $ | 6,843 | $ | 20,734 | $ | 13,916 | $ | 5,977 |
F-45
Table of Contents
and Subsidiaries
Valuation and Qualifying Accounts
Years Ended December 31, 2006, 2005 and 2004
(In thousands)
Balance at | Charged to | Balance | ||||||||||||||
Beginning of | Costs and | at end | ||||||||||||||
Period | Expenses | Deductions | of Period | |||||||||||||
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 | ||||||||||
Year Ended December 31, 2005 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 5,000 | 7,674 | 6,674 | $ | 6,000 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 923,075 | 133,519 | 6,216 | $ | 1,050,378 | ||||||||||
Year Ended December 31, 2004 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 4,914 | 7,772 | 7,686 | $ | 5,000 | ||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 799,176 | 123,899 | — | $ | 923,075 |
F-46
Table of Contents
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
September 30, | December 31, | |||||||
2007 | 2006 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 10,758 | $ | 11,796 | ||||
Receivables, net of allowance for doubtful accounts of $8,321 and $6,400 in 2007 and 2006, respectively | 153,777 | 127,552 | ||||||
Prepaid expenses | 56,183 | 38,215 | ||||||
Deferred income tax assets | 15,887 | 34,224 | ||||||
Other current assets | 14,515 | 18,983 | ||||||
Total current assets | 251,120 | 230,770 | ||||||
Property, plant and equipment | 2,643,989 | 2,432,977 | ||||||
Less accumulated depreciation and amortization | (1,135,867 | ) | (1,027,029 | ) | ||||
Net property, plant and equipment | 1,508,122 | 1,405,948 | ||||||
Goodwill | 1,362,271 | 1,357,706 | ||||||
Intangible assets | 819,844 | 860,850 | ||||||
Deferred financing costs, net of accumulated amortization of $30,491 and $27,143 in 2007 and 2006, respectively | 25,970 | 25,990 | ||||||
Other assets | 37,710 | 42,964 | ||||||
Total assets | $ | 4,005,037 | $ | 3,924,228 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 22,931 | $ | 14,567 | ||||
Current maturities of long-term debt | 31,738 | 8,648 | ||||||
Accrued expenses | 76,418 | 69,940 | ||||||
Deferred income | 20,995 | 17,824 | ||||||
Total current liabilities | 152,082 | 110,979 | ||||||
Long-term debt | 2,607,788 | 1,981,820 | ||||||
Deferred income tax liabilities | 127,975 | 140,019 | ||||||
Asset retirement obligation | 147,664 | 141,503 | ||||||
Other liabilities | 13,206 | 11,374 | ||||||
Total liabilities | 3,048,715 | 2,385,695 | ||||||
Stockholders’ equity: | ||||||||
Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized 5,720 shares; 5,720 shares issued and outstanding at 2007 and 2006 | — | — | ||||||
Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares authorized; 0 shares issued and outstanding at 2007 and 2006 | — | — | ||||||
Class A common stock, par value $.001, 175,000,000 shares authorized, 92,464,342 and 91,796,429 shares issued at 2007 and 2006, respectively; 79,089,952 and 84,335,679 outstanding at 2007 and 2006, respectively | 92 | 92 | ||||||
Class B common stock, par value $.001, 37,500,000 shares authorized, 15,397,865 shares issued and outstanding at 2007 and 2006 | 15 | 15 | ||||||
Additional paid-in capital | 2,285,453 | 2,250,716 | ||||||
Accumulated comprehensive income | 6,020 | 2,253 | ||||||
Accumulated deficit | (591,903 | ) | (315,072 | ) | ||||
Cost of shares held in treasury, 13,374,390 and 7,460,750 shares in 2007 and 2006, respectively | (743,355 | ) | (399,471 | ) | ||||
Stockholders’ equity | 956,322 | 1,538,533 | ||||||
Total liabilities and stockholders’ equity | $ | 4,005,037 | $ | 3,924,228 | ||||
F-47
Table of Contents
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net revenues | $ | 314,253 | $ | 292,038 | $ | 904,663 | $ | 832,948 | ||||||||
Operating expenses (income) | ||||||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 102,121 | 98,550 | 305,673 | 290,174 | ||||||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 52,748 | 51,515 | 159,425 | 146,751 | ||||||||||||
Corporate expenses (exclusive of depreciation and amortization) | 15,272 | 14,062 | 44,707 | 36,751 | ||||||||||||
Depreciation and amortization | 74,352 | 76,030 | 220,820 | 223,297 | ||||||||||||
Gain on disposition of assets | (675 | ) | (7,504 | ) | (2,506 | ) | (9,894 | ) | ||||||||
243,818 | 232,653 | 728,119 | 687,079 | |||||||||||||
Operating income | 70,435 | 59,385 | 176,544 | 145,869 | ||||||||||||
Other expense (income) | ||||||||||||||||
Gain on disposition of investment | — | — | (15,448 | ) | — | |||||||||||
Interest income | (302 | ) | (374 | ) | (1,046 | ) | (979 | ) | ||||||||
Interest expense | 42,537 | 29,763 | 117,674 | 81,732 | ||||||||||||
42,235 | 29,389 | 101,180 | 80,753 | |||||||||||||
Income before income tax expense | 28,200 | 29,996 | 75,364 | 65,116 | ||||||||||||
Income tax expense | 13,675 | 13,157 | 33,620 | 28,365 | ||||||||||||
Net income | 14,525 | 16,839 | 41,744 | 36,751 | ||||||||||||
Preferred stock dividends | 91 | 91 | 273 | 273 | ||||||||||||
Net income applicable to common stock | $ | 14,434 | $ | 16,748 | $ | 41,471 | $ | 36,478 | ||||||||
Earnings per share: | ||||||||||||||||
Basic earnings per share | $ | 0.15 | $ | 0.16 | $ | 0.42 | $ | 0.35 | ||||||||
Diluted earnings per share | $ | 0.15 | $ | 0.16 | $ | 0.42 | $ | 0.35 | ||||||||
Cash dividends declared per share of common stock (Note 11) | $ | — | $ | — | $ | 3.25 | $ | — | ||||||||
Weighted average common shares used in computing earnings per share: | ||||||||||||||||
Weighted average common shares outstanding | 96,194,236 | 101,994,265 | 97,676,898 | 103,416,169 | ||||||||||||
Incremental common shares from dilutive stock options and warrants | 893,959 | 914,507 | 801,280 | 974,499 | ||||||||||||
Incremental common shares from convertible debt | — | — | — | — | ||||||||||||
Weighted average common shares diluted | 97,088,195 | 102,908,772 | 98,478,178 | 104,390,668 | ||||||||||||
F-48
Table of Contents
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended | ||||||||
September 30, | ||||||||
2007 | 2006 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 41,744 | $ | 36,751 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 220,820 | 223,297 | ||||||
Non-cash equity based compensation | 21,754 | 12,212 | ||||||
Amortization included in interest expense | 3,340 | 3,878 | ||||||
Gain on disposition of assets and investments | (17,954 | ) | (9,894 | ) | ||||
Deferred tax expense | 6,293 | 5,412 | ||||||
Provision for doubtful accounts | 4,616 | 3,807 | ||||||
Changes in operating assets and liabilities: | ||||||||
(Increase) decrease in: | ||||||||
Receivables | (30,167 | ) | (21,042 | ) | ||||
Prepaid expenses | (18,516 | ) | (18,450 | ) | ||||
Other assets | (3,471 | ) | 9,278 | |||||
Increase (decrease) in: | ||||||||
Trade accounts payable | 8,729 | 10,153 | ||||||
Accrued expenses | 5,927 | 2,465 | ||||||
Other liabilities | 2,489 | 6,038 | ||||||
Net cash provided by operating activities | 245,604 | 263,905 | ||||||
Cash flows from investing activities: | ||||||||
Acquisitions | (107,419 | ) | (158,949 | ) | ||||
Capital expenditures | (173,445 | ) | (173,590 | ) | ||||
Proceeds from disposition of assets | 22,175 | 12,560 | ||||||
Payments received on (increase in) notes receivable | 9,378 | (3,681 | ) | |||||
Net cash used in investing activities | (249,311 | ) | (323,660 | ) | ||||
Cash flows from financing activities: | ||||||||
Debt issuance costs | (3,426 | ) | (3,272 | ) | ||||
Cash used for purchase of treasury stock | (337,152 | ) | (240,621 | ) | ||||
Net proceeds from issuance of common stock | 12,946 | 26,106 | ||||||
Net increase in notes payable | 649,057 | 265,335 | ||||||
Dividends | (318,576 | ) | (273 | ) | ||||
Net cash provided by financing activities | 2,849 | 47,275 | ||||||
Effect of exchange rate changes in cash and cash equivalents | (180 | ) | — | |||||
Net decrease in cash and cash equivalents | (1,038 | ) | (12,480 | ) | ||||
Cash and cash equivalents at beginning of period | 11,796 | 19,419 | ||||||
Cash and cash equivalents at end of period | $ | 10,758 | $ | 6,939 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | $ | 121,130 | $ | 89,077 | ||||
Cash paid for foreign, state and federal income taxes | $ | 22,143 | $ | 9,085 | ||||
Common stock issuance related to acquisitions | $ | — | $ | — | ||||
F-49
Table of Contents
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 | ||||
Available for future purchases, January 1, 2007 | 469,646 | |||
Purchases | (56,642 | ) | ||
Available for future purchases, September 30, 2007 | 413,004 | |||
F-50
Table of Contents
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In thousands, except for share and per share data)
F-51
Table of Contents
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In thousands, except for share and per share data)
Nine Months | Nine Months | |||||||
Ended | Ended | |||||||
September 30, 2007 | September 30, 2006 | |||||||
Stock-based compensation expense: | ||||||||
Issuances under employee stock purchase plan | $ | 606 | $ | 615 | ||||
Employee stock options | 4,904 | 5,070 | ||||||
Reserved for stock awards | 9,284 | 6,527 | ||||||
Issuance to options holders | 6,960 | — | ||||||
Income tax benefit | (7,245 | ) | (2,846 | ) | ||||
Net decrease in net income | $ | 14,509 | $ | 9,366 | ||||
Decrease in earnings per common share: | ||||||||
Basic | $ | 0.15 | $ | 0.09 | ||||
Diluted | $ | 0.15 | $ | 0.09 |
3. | Acquisitions |
Total | ||||
Assets | $ | 113 | ||
Property, plant and equipment | 62,113 | |||
Goodwill | 4,490 | |||
Site locations | 34,578 | |||
Non-competition agreements | 268 | |||
Customer lists and contracts | 5,857 | |||
$ | 107,419 | |||
F-52
Table of Contents
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In thousands, except for share and per share data)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Pro forma net revenues | $ | 314,328 | $ | 293,631 | $ | 905,733 | $ | 840,604 | ||||||||
Pro forma net income applicable to common stock | $ | 14,387 | $ | 15,786 | $ | 41,109 | $ | 33,130 | ||||||||
Pro forma net income per common share — basic | $ | 0.15 | $ | 0.15 | $ | 0.42 | $ | 0.32 | ||||||||
Pro forma net income per common share — diluted | $ | 0.15 | $ | 0.15 | $ | 0.42 | $ | 0.32 | ||||||||
4. | Depreciation and Amortization |
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Direct advertising expenses | $ | 69,923 | $ | 71,852 | $ | 207,538 | $ | 212,000 | ||||||||
General and administrative expenses | 1,578 | 1,714 | 5,139 | 5,013 | ||||||||||||
Corporate expenses | 2,851 | 2,464 | 8,143 | 6,284 | ||||||||||||
$ | 74,352 | $ | 76,030 | $ | 220,820 | $ | 223,297 | |||||||||
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AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In thousands, except for share and per share data)
5. | Goodwill and Other Intangible Assets |
Estimated | September 30, 2007 | December 31, 2006 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Customer lists and contracts | 7 — 10 | $ | 450,032 | $ | 395,783 | $ | 444,167 | $ | 380,374 | |||||||||||
Non-competition agreements | 3 — 15 | 60,547 | 56,642 | 60,279 | 55,466 | |||||||||||||||
Site locations | 15 | 1,297,228 | 538,538 | 1,262,525 | 474,151 | |||||||||||||||
Other | 5 — 15 | 13,600 | 10,600 | 13,537 | 9,667 | |||||||||||||||
1,821,407 | 1,001,563 | 1,780,508 | 919,658 | |||||||||||||||||
Unamortizable Intangible Assets: | ||||||||||||||||||||
Goodwill | $ | 1,615,906 | $ | 253,635 | $ | 1,611,341 | $ | 253,635 |
Balance as of December 31, 2006 | $ | 1,611,341 | ||
Goodwill acquired during the nine months ended September 30, 2007 | 4,565 | |||
Balance as of September 30, 2007 | $ | 1,615,906 | ||
6. | Asset Retirement Obligations |
Balance at December 31, 2006 | $ | 141,503 | ||
Additions to asset retirement obligations | 1,250 | |||
Accretion expense | 6,963 | |||
Liabilities settled | (2,052 | ) | ||
Balance at September 30, 2007 | $ | 147,664 | ||
7. | Long Term Debt |
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AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In thousands, except for share and per share data)
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 |
8. | Summarized Financial Information of Subsidiaries |
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AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In thousands, except for share and per share data)
9. | Earnings Per Share |
10. | Income Taxes |
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AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In thousands, except for share and per share data)
11. | Dividend to Common Shareholders |
12. | New Accounting Pronouncements |
13. | Subsequent Event |
F-57
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AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)
September 30, | December 31, | |||||||
2007 | 2006 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 10,758 | $ | 11,796 | ||||
Receivables, net of allowance for doubtful accounts of $8,321 and $6,400 in 2007 and 2006, respectively | 153,777 | 127,552 | ||||||
Prepaid expenses | 56,183 | 38,215 | ||||||
Deferred income tax assets | 15,882 | 26,884 | ||||||
Other current assets | 14,477 | 18,095 | ||||||
Total current assets | 251,077 | 222,542 | ||||||
Property, plant and equipment | 2,643,989 | 2,432,977 | ||||||
Less accumulated depreciation and amortization | (1,135,867 | ) | (1,027,029 | ) | ||||
Net property, plant and equipment | 1,508,122 | 1,405,948 | ||||||
Goodwill | 1,352,323 | 1,347,775 | ||||||
Intangible assets | 819,246 | 860,237 | ||||||
Deferred financing costs net of accumulated amortization of $18,374 and $15,744 in 2007 and 2006, respectively | 20,135 | 20,186 | ||||||
Other assets | 36,148 | 39,299 | ||||||
Total assets | $ | 3,987,051 | $ | 3,895,987 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 22,931 | $ | 14,567 | ||||
Current maturities of long-term debt | 31,738 | 8,648 | ||||||
Accrued expenses | 83,892 | 77,612 | ||||||
Deferred income | 20,995 | 17,824 | ||||||
Total current liabilities | 159,556 | 118,651 | ||||||
Long-term debt | 2,607,788 | 1,981,820 | ||||||
Deferred income tax liabilities | 143,782 | 148,310 | ||||||
Asset retirement obligation | 147,664 | 141,503 | ||||||
Other liabilities | 52,157 | 13,236 | ||||||
Total liabilities | 3,110,947 | 2,403,520 | ||||||
Stockholder’s equity: | ||||||||
Common stock, par value $.01, 3,000 shares authorized, 100 shares issued and outstanding at 2007 and 2006 | — | — | ||||||
Additionalpaid-in-capital | 2,444,485 | 2,444,485 | ||||||
Accumulated comprehensive income | 6,020 | 2,253 | ||||||
Accumulated deficit | (1,574,401 | ) | (954,271 | ) | ||||
Stockholder’s equity | 876,104 | 1,492,467 | ||||||
Total liabilities and stockholder’s equity | $ | 3,987,051 | $ | 3,895,987 | ||||
F-58
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AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net revenues | $ | 314,253 | $ | 292,038 | $ | 904,663 | $ | 832,948 | ||||||||
Operating expenses (income) | ||||||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 102,121 | 98,550 | 305,673 | 290,174 | ||||||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 52,748 | 51,515 | 159,425 | 146,751 | ||||||||||||
Corporate expenses (exclusive of depreciation and amortization) | 15,144 | 13,859 | 44,287 | 36,295 | ||||||||||||
Depreciation and amortization | 74,352 | 76,030 | 220,820 | 223,297 | ||||||||||||
Gain on disposition of assets | (675 | ) | (7,504 | ) | (2,506 | ) | (9,894 | ) | ||||||||
243,690 | 232,450 | 727,699 | 686,623 | |||||||||||||
Operating income | 70,563 | 59,588 | 176,964 | 146,325 | ||||||||||||
Other expense (income) | ||||||||||||||||
Gain on disposition of investment | — | — | (15,448 | ) | — | |||||||||||
Interest income | (302 | ) | (374 | ) | (1,046 | ) | (979 | ) | ||||||||
Interest expense | 42,400 | 29,247 | 116,955 | 80,185 | ||||||||||||
42,098 | 28,873 | 100,461 | 79,206 | |||||||||||||
Income before income tax expense | 28,465 | 30,715 | 76,503 | 67,119 | ||||||||||||
Income tax expense | 14,137 | 13,425 | 34,356 | 29,093 | ||||||||||||
Net income | $ | 14,328 | $ | 17,290 | $ | 42,147 | $ | 38,026 | ||||||||
F-59
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AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended | ||||||||
September 30, | ||||||||
2007 | 2006 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 42,147 | $ | 38,026 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 220,820 | 223,297 | ||||||
Non-cash equity based compensation | 21,754 | 12,212 | ||||||
Amortization included in interest expense | 2,629 | 2,331 | ||||||
Gain on disposition of assets and investments | (17,954 | ) | (9,894 | ) | ||||
Deferred tax (benefit) expense | 6,474 | (8,959 | ) | |||||
Provision for doubtful accounts | 4,616 | 3,807 | ||||||
Changes in operating assets and liabilities: | ||||||||
(Increase) decrease in: | ||||||||
Receivables | (30,167 | ) | (21,042 | ) | ||||
Prepaid expenses | (18,516 | ) | (18,450 | ) | ||||
Other assets | (6,422 | ) | 4,798 | |||||
Increase (decrease) in: | ||||||||
Trade accounts payable | 8,729 | 10,153 | ||||||
Accrued expenses | 5,729 | 20,194 | ||||||
Other liabilities | 24,399 | 36,812 | ||||||
Net cash provided by operating activities | 264,238 | 293,285 | ||||||
Cash flows from investing activities: | ||||||||
Acquisitions | (107,419 | ) | (158,949 | ) | ||||
Capital expenditures | (173,445 | ) | (173,894 | ) | ||||
Proceeds from disposition of assets | 22,175 | 12,560 | ||||||
Payment received on (increase) in notes receivable | 9,378 | (3,681 | ) | |||||
Net cash used in investing activities | (249,311 | ) | (323,964 | ) | ||||
Cash flows from financing activities: | ||||||||
Debt issuance costs | (2,564 | ) | (3,272 | ) | ||||
Net increase in long-term debt | 649,057 | 265,335 | ||||||
Dividend to parent | (662,278 | ) | (243,864 | ) | ||||
Net cash (used in) provided by financing activities | (15,785 | ) | 18,199 | |||||
Effect of exchange rate changes in cash and cash equivalents | (180 | ) | — | |||||
Net decrease in cash and cash equivalents | (1,038 | ) | (12,480 | ) | ||||
Cash and cash equivalents at beginning of period | 11,796 | 19,419 | ||||||
Cash and cash equivalents at end of period | $ | 10,758 | $ | 6,939 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | $ | 121,130 | $ | 89,077 | ||||
Cash paid for foreign, state and federal income taxes | $ | 22,143 | $ | 9,085 | ||||
Parent company stock issued related to acquisitions | $ | — | $ | — | ||||
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AND SUBSIDIARIES
Note to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except for share data)
1. | Significant Accounting Policies |
F-61
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Table of Contents
Item 20. | Indemnification of officers and directors. |
Item 21. | Exhibits and financial statement schedules. |
Item 22. | Undertakings. |
II-1
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II-2
Table of Contents
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 |
II-3
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-4
Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-6
Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | 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** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-9
Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | 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** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-12
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-13
Table of Contents
By: | LAMAR CENTRAL OUTDOOR, LLC, |
By: | LAMAR MEDIA CORP., |
By: | Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR CENTRAL OUTDOOR, LLC | Sole and Managing Member** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | 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** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-15
Table of Contents
SPRINGS, INC.
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-16
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-17
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** | December 4, 2007 |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | Kevin P. Reilly, Jr. |
Title: | President |
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-18
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-19
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-20
Table of Contents
By: | THE LAMAR COMPANY, L.L.C., |
By: | THE LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. By: LAMAR MEDIA CORP., its Managing Member | Sole and Managing Member** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-21
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-22
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-23
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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Table of Contents
By: | THE LAMAR COMPANY, L.L.C., |
By: | THE LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. By: LAMAR MEDIA CORP., its Managing Member | Sole and Managing Member** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-25
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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Table of Contents
By: | LAMAR MEDIA CORP. |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR MEDIA CORP. | Sole and Managing Member** | December 4, 2007 | ||||
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 | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Managing Member | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-27
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-28
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-29
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-30
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-31
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-32
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-33
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-34
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-35
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-36
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-37
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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Table of Contents
By: | LAMAR ADVERTISING OF YOUNGSTOWN,INC. |
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
LAMAR ADVERTISING OF YOUNGSTOWN, INC. | Sole and Managing Member** | December 4, 2007 | ||||
By: /s/ Sean Reilly Name: Sean Reilly Title: President | ||||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer of Managing Member | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-39
Table of Contents
By: | THE LAMAR COMPANY, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. | Sole and Managing Member** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-40
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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Table of Contents
By: | LAMAR TEXAS GENERAL PARTNER, INC., |
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
LAMAR TEXAS GENERAL PARTNER, INC. | General Partner** | December 4, 2007 | ||||
By: /s/ Sean Reilly | ||||||
Name: Sean Reilly Title: President | ||||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer of General Partner | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of General Partner | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of General Partner | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of General Partner | December 4, 2007 |
** | The Registrant has no directors or managers. |
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Table of Contents
By: | THE LAMAR COMPANY, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
THE LAMAR COMPANY, L.L.C. | Sole and Managing Member** | December 4, 2007 | ||||
By: LAMAR MEDIA CORP., its Managing Member | ||||||
By: 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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
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Table of Contents
By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-44
Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-45
Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-46
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** | December 4, 2007 | ||
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. | December 4, 2007 | ||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
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** | December 4, 2007 |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Title: | President |
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-48
Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
II-49
Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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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** | December 4, 2007 |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | Kevin P. Reilly, Jr. |
Title: | President |
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-51
Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
LAMAR OBIE CORPORATION | Sole and Managing Member** | December 4, 2007 |
By: | /s/ Sean Reilly |
Title: | President |
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer of Managing Member | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-54
Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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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** | December 4, 2007 |
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Title: | President |
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-56
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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Table of Contents
By: | OUTDOOR MARKETING SYSTEMS, INC., Its Managing Member | |
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
OUTDOOR MARKETING SYSTEMS, INC. | Sole and Managing Member** | December 4, 2007 |
By: | /s/ Sean Reilly |
Title: | President |
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer of Managing Member | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial And Accounting Officer of Managing Member | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | December 4, 2007 |
** | The Registrant has no directors or managers. |
II-58
Table of Contents
By: | TRIUMPH OUTDOOR HOLDINGS, LLC, its Managing Member | |
By: | LAMAR CENTRAL OUTDOOR, LLC, its Managing Member | |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
TRIUMPH OUTDOOR HOLDINGS, LLC | Sole and Managing Member** | December 4, 2007 |
By: | LAMAR CENTRAL OUTDOOR, LLC, its Managing Member |
By: | LAMAR MEDIA CORP., its Managing Member |
By: | /s/ Kevin P. Reilly, Jr. |
Title: | President |
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Table of Contents
Signature | Title | Date | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
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Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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Table of Contents
By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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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 |
Signature | Title | Date | ||||
OKLAHOMA LOGOS, L.L.C. | General Partner** | December 4, 2007 |
By: | INTERSTATE LOGOS, L.L.C. its Managing Member | |
By: | LAMAR MEDIA CORP. its Managing Member |
By: | /s/ Kevin P. Reilly, Jr. |
Title: | President |
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Table of Contents
Signature | Title | Date | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
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By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR MEDIA CORP. | Sole and Managing Member** | December 4, 2007 | ||||
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 | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Managing Member | December 4, 2007 |
** | The Registrant has no directors or managers. |
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By: | TLC PROPERTIES, INC. |
By: | /s/ Brent McCoy |
Signature | Title | Date | ||||
TLC PROPERTIES, INC. | Sole and Managing Member** | December 4, 2007 | ||||
By: /s/ Brent McCoy Name: Brent McCoy Title: President | ||||||
/s/ Brent McCoy Brent McCoy | Principal Executive Officer of Managing Member | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Managing Member | December 4, 2007 |
** | The Registrant has no directors or managers. |
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By: | /s/ Brent McCoy |
Signature | Title | Date | ||||
/s/ Brent McCoy Brent McCoy | Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 |
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By: | /s/ Brent McCoy |
Signature | Title | Date | ||||
/s/ Brent McCoy Brent McCoy | Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 |
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By: | TLC PROPERTIES, INC. |
By: | /s/ Brent McCoy |
Signature | Title | Date | ||||
TLC PROPERTIES, INC. | Sole and Managing Member** | December 4, 2007 | ||||
By: /s/ Brent McCoy Name: Brent McCoy Title: President | ||||||
/s/ Brent McCoy Brent McCoy | Principal Executive Officer of Managing Member | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Managing Member | December 4, 2007 |
** | 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** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | 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. |
President
Signature | Title | Date | ||||
TRIUMPH OUTDOOR HOLDINGS, LLC | Sole and Managing Member** | December 4, 2007 | ||||
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. | December 4, 2007 |
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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. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
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By: | /s/ T. Everett Stewart, Jr. |
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director and Principal Executive Officer | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | December 4, 2007 |
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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. Kevin P. Reilly, Jr. President |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | December 4, 2007 | ||||
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. | December 4, 2007 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
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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. Kevin P. Reilly, Jr. President |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | December 4, 2007 | ||||
By: LAMAR MEDIA CORP., its Managing Member | ||||||
By: /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | Director and Principal Executive | December 4, 2007 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Officer of Lamar Media Corp. | |||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | December 4, 2007 |
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Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | December 4, 2007 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | December 4, 2007 |
** | The Registrant has no directors or managers. |
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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 onForm 10-Q for the period ended March 31, 2007 (FileNo. 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 onForm 10-Q for the period ended September 30, 1999 (FileNo. 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 onForm S-1 (FileNo. 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 onForm S-1 (FileNo. 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 onForm S-1 (FileNo. 33-59624), and incorporated herein by reference. | ||||
4(d)(1) | Indenture dated 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 onForm S-1 (FileNo. 33-59624), and incorporated herein by reference. | ||||
4(d)(2) | Form of Subordinated Note. | Previously filed as Exhibit 4.8 to Lamar Advertising’s Registration Statement onForm S-1 (FileNo. 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 onForm S-1(FileNo. 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 onForm 8-K (FileNo. 1-12407) filed on November 15, 1996, and incorporated herein by reference. | ||||
4(d)(5) | Notice of Trustee dated November 8, 1996 with respect to the release of the security interest in the Trustee on behalf of the holders of Lamar Advertising’s 11% Senior Secured Notes due May 15, 2003. | Previously filed as Exhibit 4.2 to Lamar Advertising’s Current Report onForm 8-K (FileNo. 1-12407) filed on November 15, 1996, and incorporated herein by reference. | ||||
4(e)(1) | Indenture dated as of December 23, 2002 between Lamar Media, certain subsidiaries of Lamar Media, as guarantors and Wachovia Bank of Delaware, National, as trustee. | Previously filed as Exhibit 4.1 to Lamar Media’s Current Report onForm 8-K (FileNo. 0-20833) filed on December 27, 2002, and incorporated herein by reference. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
4(e)(2) | Form of 71/4% Notes Due 2013. | Previously filed as Exhibit 4.2 to Lamar Media’s Current Report onForm 8-K (FileNo. 0-20833) filed on December 27, 2002, and incorporated herein by reference. | ||||
4(e)(3) | Form of Exchange Note. | Previously filed as Exhibit 4.29 to Lamar Media’s Registration Statement onForm S-4 (FileNo. 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. | Previously filed as Exhibit 4.31 to Lamar Media’s Registration Statement onForm S-4 (FileNo. 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 October 7, 2003. | Previously filed as Exhibit 4.1 to Lamar Media’s Quarterly Report onForm 10-Q for the period ended September 30, 2003 (FileNo. 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. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report onForm 10-Q for the period ended June 30, 2004 (FileNo. 0-30242) filed on August 6, 2004, and incorporated herein by reference. | ||||
4(e)(7) | Supplemental Indenture to 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. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report onForm 10-Q for the period ended March 31, 2005 (FileNo. 0-30242) filed on May 6, 2005, and incorporated herein by reference. | ||||
4(e)(8) | Release of Guaranty under the Indenture dated as of December 23, 2002 between 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. | Previously filed as Exhibit 4.19 to Lamar Media’s Annual Report onForm 10-K for fiscal year ended December 31, 2005 (FileNo. 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. | Previously filed as Exhibit 4.4 to Lamar Media’s Quarterly Report onForm 10-Q for the period ended June 30, 2003 (FileNo. 1-12407) filed on August 13, 2003, and incorporated herein by reference. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
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. | Previously filed as Exhibit 4.5 to Lamar Media’s Quarterly Report onForm 10-Q for the period ended June 30, 2003 (FileNo. 1-12407) filed on August 13, 2003, and incorporated herein by reference. | ||||
4(f)(3) | Form of Convertible Note relating to the Outstanding Notes. | 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 onForm 10-Q for the period ended June 30, 2003 (FileNo. 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. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report onForm 8-K (FileNo. 0-30242) filed on July 9, 2007 and incorporated herein by reference. | ||||
4(f)(5) | Form of Note. | 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 (FileNo. 0-30242) filed on July 9, 2007 and incorporated herein by reference. | ||||
4(g)(1) | Indenture dated as of August 16, 2005 between Lamar Media, the guarantors named therein, and The Bank of New York Trust Company, N.A., as trustee. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report onForm 8-K (FileNo. 0-30242) filed on August 18, 2005, and incorporated herein by reference. | ||||
4(g)(2) | Form of Exchange Note. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report onForm 8-KForm 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 Corp., the Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, dated as of December 11, 2006. | Previously filed as Exhibit 99.2 to Lamar Advertising’s Current Report onForm 8-K (fileNo. 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 between 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. | Previously filed as Exhibit 4.20 to Lamar Media’s Annual Report onForm 10-K for fiscal year ended December 31, 2005 (FileNo. 1-12407) filed on March 15, 2006, and incorporated herein by reference. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
4(h)(1) | Indenture, dated as of August 17, 2006, between Lamar Media, the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report onForm 8-K (FileNo. 0-30242) filed on August 18, 2006, and incorporated herein by reference. | ||||
4(h)(2) | Form of Exchange Note. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report onForm 8-K (FileNo. 0-30242) filed on August 18, 2006, and incorporated herein by reference. | ||||
4(i)(1) | Indenture, dated as of October 11, 2007, between Lamar Media, the Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report onForm 8-K (FileNo. 0-30242) filed on October 16, 2007 and incorporated herein by reference. | ||||
4(i)(2) | Form of Exchange Note. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report onForm 8-K (FileNo. 0-30242) filed on October 16, 2007 and incorporated herein by reference. | ||||
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 onForm 8-K (FileNo. 0-30242) filed on February 28, 2006, and incorporated herein by reference | ||||
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 onForm 10-K for the year ended December 31, 2004 (FileNo. 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 onForm 10-Q for the period ended June 30, 2000 (FileNo. 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 onForm 10-Q for the period ended March 31, 2005 (FileNo. 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 onForm 8-K (FileNo. 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 onForm 8-K (FileNo. 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 onForm 10-K for the year ended December 31, 2005 (FileNo. 0-30242) filed on March 15, 2006, and incorporated herein by reference. | ||||
10(f)* | Summary of Compensatory Arrangements. | Previously filed on the Current Report onForm 8-K/A (FileNo. 0-30242) filed on February 22, 2006, and incorporated herein by reference. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
10(g)* | Form of Restricted Stock Agreement for Non-Employee directors. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report onForm 8-K (FileNo. 0-30242) filed on May 30, 2007 and incorporated herein by reference. | ||||
10(h)(1) | Credit Agreement dated as of March 7, 2003 between 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 onForm S-4/A (FileNo. 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 between Lamar Media, the Subsidiary Guarantors a party thereto and JPMorgan Chase Bank, as administrative agent for the lenders. | Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report onForm 10-Q for the period ended March 31, 2004 (FileNo. 0-30242) filed on May 10, 2004, and incorporated herein by reference. | ||||
10(h)(3) | Joinder Agreement dated as of October 7, 2003 to Credit Agreement dated as of March 7, 2003 between 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 onForm 10-Q for the period ended September 30, 2003 (FileNo. 1-12407) filed on November 5, 2003, and incorporated herein by reference. | ||||
10(h)(4) | Joinder Agreement dated as of April 19, 2004 to Credit Agreement dated as of March 7, 2003 between Lamar Media and Lamar Canadian Outdoor Company, the Lenders party thereto and JPMorgan Chase Bank, as Administrative Agent. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report onForm 10-Q for the period ended June 30, 2004 (FileNo. 0-30242) filed on August 6, 2004, and incorporated herein by reference. | ||||
10(h)(5) | Joinder Agreement to 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, dated as of January 19, 2005. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report onForm 10-Q for the period ended March 31, 2005 (FileNo. 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 onForm 8-K (FileNo. 0-30242) filed on September 30, 2005, and incorporated herein by reference. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
10(i)(2) | Amendment No. 1 dated as of October 5, 2006 to the Credit Agreement dated as of September 30, 2005 between 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 onForm 8-K (FileNo. 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 between Lamar Media Corp., 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 onForm 8-K (fileNo. 0-30242) filed on December 14, 2006, and incorporated herein by reference. | ||||
10(i)(4) | Joinder Agreement to Credit Agreement dated as of September 30, 2005 among Lamar Media, the Subsidiary Guarantors party thereto, the Lenders parties thereto, and JPMorgan Chase Bank, as Administrative Agent, by Daum Advertising Company, Inc., dated as of July 21, 2006. | Previously filed as Exhibit 10.18 to Lamar Media’sForm S-4 (FileNo. 333-138142) filed on October 23, 2006, and incorporated herein by reference. | ||||
10(j) | Tranche C Term Loan Agreement dated as of February 6, 2004 between Lamar Media, the Subsidiary Guarantors a party thereto, the Tranche C Loan Lenders a party thereto and JPMorgan Chase Bank, as administrative agent. | Previously filed as Exhibit 4.2 to Lamar Advertising’s Quarterly Report onForm 10-Q for the period ended March 31, 2004 (FileNo. 0-30242) filed on May 10, 2004, and incorporated herein by reference. | ||||
10(k) | Tranche D Term Loan Agreement dated August 12, 2004 among Lamar Media, the Subsidiary Guarantors thereunder, the Lenders party thereto and JP Morgan Chase Bank, as Administrative Agent. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report onForm 10-Q for the period ended September 30, 2004 (FileNo. 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 between 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 onForm 10-K for the year ended December 31, 2005 (FileNo. 0-30242) filed on March 15, 2006, and incorporated herein by reference. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
10(m) | Series B Incremental Loan Agreement dated as of October 5, 2006 between 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 onForm 8-K (fileNo. 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 between Lamar Media Corp., Lamar Transit Advertising Canada Ltd., the Subsidiary Guarantors named therein, the Series C Incremental Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., Toronto Branch, acting assub-agent of the Administrative Agent. | Previously filed as Exhibit 99.1 to Lamar Advertising’s Current Report onForm 8-K (fileNo. 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 between Lamar Advertising of Puerto Rico., Lamar Media, the Subsidiary Guarantors named therein, the Series D Incremental Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report onForm 10-Q for the period ended April 30, 2007 (FileNo. 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 between 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 onForm 8-K (FileNo. 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 between 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 onForm 8-K (FileNo. 0-30242) filed on March 29, 2007 and incorporated herein by reference. | ||||
10(r) | Registration Rights Agreement, dated as of October 11, 2007, between Lamar Media, the Guarantors named therein and the Initial Purchasers named therein. | Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report onForm 8-K (FileNo. 0-30242) filed on October 16, 2007 and incorporated herein by reference. |
Table of Contents
Exhibit | ||||||
Number | Description | Method of Filing | ||||
12(a) | Statement regarding computation of earnings to fixed charges for Lamar Media. | Filed herewith. | ||||
12(b) | Statement regarding computation of Adjusted EBITDA to net interest expense. | Filed herewith. | ||||
12(c) | Statement regarding computation of total debt to Adjusted EBITDA. | Filed herewith. | ||||
12(d) | Statement regarding computation of total debt (excluding mirror note) to Adjusted EBITDA. | Filed herewith. | ||||
21(a) | Subsidiaries of Lamar Media. | Filed herewith. | ||||
23(a) | Consent of KPMG LLP. | Filed herewith. | ||||
23(b) | Consent of Edwards Angell Palmer & Dodge LLP. | Included in Exhibit 5(a). | ||||
23(c) | 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. |