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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 | Amount to be | Offering Price | Aggregate | Registration | ||||||||
Securities to be Registered | Registered(1) | Per Unit(1) | Offering Price(1) | Fee(1) | ||||||||
65/8% Senior Subordinated Notes due 2015-Series B | $216,000,000 | 100% | $216,000,000 | $23,112.00 | ||||||||
Guarantees of 65/8% Senior Subordinated Notes due 2015-Series B(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 | IRS Employer | |||
of 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 | ||
Daum Advertising Company, Inc. | Texas | 75-1633547 | ||
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 |
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State or Other Jurisdiction | IRS Employer | |||
of Incorporation or | Identification | |||
Exact Name of Registrant as Specified in its Charter | Organization | Number | ||
Minnesota Logos, Inc. | Minnesota | 41-1800355 | ||
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 , 2006, 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. |
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** | 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 $216,000,000 principal amount of exchange notes, which have been registered under the Securities Act, for $216,000,000 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 , 2006, unless we extend the offer. | |
Conditions to the exchange offer | The exchange offer is subject to limited, customary conditions,which we may waive. |
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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. | |
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. |
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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 August 17, 2006, 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 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 February 23, 2007, or, if required, the shelf registration statement is not declared effective by February 23, 2007. 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 | $216,000,000 principal amount of 65/8% Senior Subordinated Notes due 2015 — Series B. 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. | |
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, 2007. | |
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 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 $38,000 at June 30, 2006. | |
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 June 30, 2006, the notes and the subsidiary guarantees would have been subordinated to $721.2 million in senior debt, excluding $106.7 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 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 Notes — Optional redemption.” |
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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 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 Notes” in this prospectus. As of June 30, 2006, for example, the total amount available to us for making restricted payments would have been approximately $1.06 billion. | ||
Original Issue Discount | The outstanding notes were issued with original issue discount for United States federal income tax purposes. This original issue discount will carry over to the exchange notes. As a result, U.S. holders of the exchange notes generally will be required to include original issue discount in gross income in advance of receipt of the cash attributable to that income. For more details, see “Material United States Federal Income Tax Considerations.” |
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Six Months Ended | Twelve Months | |||||||||||||||||||||||||||||||
Year Ended December 31, | June 30, | Ended | ||||||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | June 30, 2006 | |||||||||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||||||
Net revenues | $ | 729,050 | $ | 775,682 | $ | 810,139 | $ | 883,510 | $ | 1,021,656 | $ | 497,572 | $ | 540,910 | $ | 1,064,994 | ||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Direct advertising expenses | 251,483 | 274,772 | 292,017 | 302,157 | 353,139 | 171,220 | 191,624 | 373,543 | ||||||||||||||||||||||||
General and administrative expenses | 150,786 | 166,895 | 171,200 | 187,956 | 212,262 | 104,355 | 117,672 | 225,579 | ||||||||||||||||||||||||
Depreciation and amortization | 349,550 | 271,832 | 284,947 | 294,056 | 290,089 | 141,154 | 147,267 | 296,202 | ||||||||||||||||||||||||
Gain on disposition of assets | (923 | ) | (336 | ) | (1,946 | ) | (1,067 | ) | (1,119 | ) | (2,443 | ) | (2,390 | ) | (1,066 | ) | ||||||||||||||||
Total operating expenses | 750,896 | 713,163 | 746,218 | 783,102 | 854,371 | 414,286 | 454,173 | 894,258 | ||||||||||||||||||||||||
Operating income (loss) | (21,846 | ) | 62,519 | 63,921 | 100,408 | 167,285 | 83,286 | 86,737 | 170,736 | |||||||||||||||||||||||
Interest expense, net | 114,590 | 94,061 | 77,350 | 64,425 | 80,345 | 36,324 | 50,333 | 94,354 | ||||||||||||||||||||||||
Loss on debt extinguishment | — | 5,850 | 21,077 | — | 3,982 | — | — | 3,982 | ||||||||||||||||||||||||
(Loss) income before income taxes and cumulative effect of a change in accounting principle | (136,436 | ) | (37,392 | ) | (34,506 | ) | 35,983 | 82,958 | 46,962 | 36,404 | 72,400 | |||||||||||||||||||||
Income tax (benefit) expense | (38,870 | ) | (12,434 | ) | (12,338 | ) | 11,764 | 35,488 | 19,385 | 15,668 | 31,771 | |||||||||||||||||||||
Cumulative effect of a change in accounting principle | — | — | 40,240 | — | — | — | — | — | ||||||||||||||||||||||||
Net (loss) income | (97,566 | ) | (24,958 | ) | (62,408 | ) | 24,219 | 47,470 | 27,577 | 20,736 | 40,629 | |||||||||||||||||||||
Other financial data: | ||||||||||||||||||||||||||||||||
EBITDA(1) | $ | 327,704 | $ | 328,501 | $ | 287,551 | $ | 394,464 | $ | 453,392 | $ | 224,440 | $ | 234,004 | $ | 462,956 | ||||||||||||||||
EBITDA margin(2) | 45 | % | 42 | % | 35 | % | 45 | % | 44 | % | 45 | % | 43 | % | 43 | % | ||||||||||||||||
Ratio of EBITDA to interest expense, net(3) | 2.9x | 3.5x | 3.7x | 6.1x | 5.6x | 6.2x | 4.6x | 4.9x | ||||||||||||||||||||||||
Ratio of total debt to EBITDA(4) | 4.7x | 5.2x | 4.9x | 3.5x | 3.5x | n/a | n/a | 3.9x | ||||||||||||||||||||||||
Ratio of total debt (excluding mirror note) to EBITDA(4) (5) | 4.7x | 5.2x | 4.9x | 3.5x | 2.8x | n/a | n/a | 3.3x | ||||||||||||||||||||||||
Ratio of earnings to fixed charges(6) | 0.1x | 0.7x | 0.7x | 1.3x | 1.6x | 1.7x | 1.4x | 1.5x | ||||||||||||||||||||||||
Capital expenditures | $ | 85,320 | $ | 78,390 | $ | 78,275 | $ | 81,165 | $ | 120,114 | $ | 50,585 | $ | 114,250 | $ | 183,779 | ||||||||||||||||
Other data (as of end of period): | ||||||||||||||||||||||||||||||||
Total billboard displays | 144,205 | 145,919 | 147,582 | 150,814 | 151,245 | 152,470 | 150,767 | 150,767 | ||||||||||||||||||||||||
Total logo displays | 94,485 | 95,651 | 98,352 | 95,694 | 98,255 | 101,331 | 102,757 | 102,757 | ||||||||||||||||||||||||
Total transit displays | 12,699 | 13,310 | 13,523 | 9,907 | 31,330 | 26,510 | 32,928 | 32,928 |
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As of December 31, | As of June 30, | |||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Balance sheet data: | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 12,885 | $ | 15,610 | $ | 7,797 | $ | 44,201 | $ | 19,419 | $ | 19,089 | $ | 5,446 | ||||||||||||||
Cash deposit for debt extinguishment | — | 266,657 | — | — | — | — | — | |||||||||||||||||||||
Working capital | 40,205 | 115,713 | 77,665 | 43,626 | 103,110 | 62,071 | 125,444 | |||||||||||||||||||||
Total assets | 3,649,164 | 3,874,909 | 3,665,734 | 3,672,462 | 3,712,900 | 3,729,041 | 3,809,266 | |||||||||||||||||||||
Long term debt (including current maturities) | 1,524,085 | 1,706,933 | 1,417,363 | 1,372,434 | 1,576,326 | 1,334,549 | 1,797,525 | |||||||||||||||||||||
Long term debt, less mirror note (including current maturities)(5) | 1,524,085 | 1,706,933 | 1,417,363 | 1,372,434 | 1,288,826 | 1,334,549 | 1,510,025 | |||||||||||||||||||||
Stockholder’s equity | 1,946,086 | 1,980,712 | 1,954,542 | 1,988,739 | 1,769,716 | 2,060,810 | 1,586,265 |
(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 in this section differs from the definition of EBITDA applicable to the covenants for the notes. |
Six Months Ended | Twelve Months | |||||||||||||||||||||||||||||||
Year Ended December 31, | June 30, | Ended | ||||||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | June 30, 2006 | |||||||||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||||||
EBITDA | $ | 327,704 | $ | 328,501 | $ | 287,551 | $ | 394,464 | $ | 453,392 | $ | 224,440 | $ | 234,004 | $ | 462,956 | ||||||||||||||||
Depreciation and amortization | 349,550 | 271,832 | 284,947 | 294,056 | 290,089 | 141,154 | 147,267 | 296,202 | ||||||||||||||||||||||||
Interest expense, net | 114,590 | 94,061 | 77,350 | 64,425 | 80,345 | 36,324 | 50,333 | 94,354 | ||||||||||||||||||||||||
Income tax (benefit) expense | (38,870 | ) | (12,434 | ) | (12,338 | ) | 11,764 | 35,488 | 19,385 | 15,668 | 31,771 | |||||||||||||||||||||
Net (loss) income | $ | (97,566 | ) | $ | (24,958 | ) | $ | (62,408 | ) | $ | 24,219 | $ | 47,470 | $ | 27,577 | $ | 20,736 | $ | 40,629 |
(2) | EBITDA margin is defined as EBITDA divided by net revenues. | |
(3) | Ratio of EBITDA to interest expense, net 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, 2001, 2002 and 2003, earnings were insufficient to cover fixed charges by $136.4 million, $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 ouryear-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; | |
• | limit our flexibility in planning for, or reacting to, changes in our business and industry; and | |
• | increase our vulnerability to general adverse economic and industry conditions. |
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• | incur or repay debt; | |
• | dispose of assets; | |
• | create liens; | |
• | make investments; | |
• | enter into affiliate transactions; and | |
• | pay dividends and make inter-company distributions. |
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• | was insolvent or rendered insolvent by reason of such incurrence; |
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• | was engaged in a business or transaction for which such subsidiary guarantor’s remaining assets constituted unreasonably small capital; or | |
• | intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. |
• | the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; | |
• | the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or | |
• | it could not pay its debts as they become due. |
• | a 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 |
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• | 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 | |
• | determine the outcome of any corporate transaction or other matter requiring stockholder approval, including charter amendments, mergers, consolidations and asset sales. |
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As of June 30, 2006 | ||||||||
Actual | As Adjusted | |||||||
(Unaudited) | ||||||||
(Dollars in thousands) | ||||||||
Cash and cash equivalents | $ | 5,446 | $ | 5,813 | ||||
Current maturities of long-term debt | 1,555 | 1,555 | ||||||
Long-term debt, less current maturities: | ||||||||
Bank Credit Facility(1) | 718,000 | 521,000 | ||||||
71/4% Senior Subordinated Notes due 2013 | 388,422 | 388,422 | ||||||
65/8% Senior Subordinated Notes due 2015 | 400,000 | 400,000 | ||||||
65/8% Senior Subordinated Notes due 2015 — Series B (gross proceeds) | — | 200,467 | ||||||
Mirror note to Lamar Advertising(2) | 287,500 | 287,500 | ||||||
Other long-term debt | 2,048 | 2,048 | ||||||
8% Subordinated Notes due 2006 | — | — | ||||||
Total long-term debt, less current maturities | 1,795,970 | 1,799,437 | ||||||
Total stockholder’s equity | 1,586,265 | 1,586,265 | ||||||
Total capitalization | 3,383,790 | 3,387,257 | ||||||
(1) | Actual amounts shown consist of $400 million outstanding under our term facility, $37 million outstanding under our incremental facility and $281 million outstanding under our revolving credit facility. As of June 30, 2006, we had $106.7 million available under the revolving credit facility. On October 5, 2006, we entered into a new $150 million term loan. | |
(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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Six Months Ended | ||||||||||||||||||||||||||||
Year Ended December 31, | June 30, | |||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||
Net revenues | $ | 729,050 | $ | 775,682 | $ | 810,139 | $ | 883,510 | $ | 1,021,656 | $ | 497,572 | $ | 540,910 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||
Direct advertising expenses | 251,483 | 274,772 | 292,017 | 302,157 | 353,139 | 171,220 | 191,624 | |||||||||||||||||||||
General and administrative expenses | 150,786 | 166,895 | 171,200 | 187,956 | 212,262 | 104,355 | 117,672 | |||||||||||||||||||||
Depreciation and amortization | 349,550 | 271,832 | 284,947 | 294,056 | 290,089 | 141,154 | 147,267 | |||||||||||||||||||||
Gain on disposition of assets | (923 | ) | (336 | ) | (1,946 | ) | (1,067 | ) | (1,119 | ) | (2,443 | ) | (2,390 | ) | ||||||||||||||
Total operating expenses | 750,896 | 713,163 | 746,218 | 783,102 | 854,371 | 414,286 | 454,173 | |||||||||||||||||||||
Operating income (loss) | (21,846 | ) | 62,519 | 63,921 | 100,408 | 167,285 | 83,286 | 86,737 | ||||||||||||||||||||
Interest expense, net | 114,590 | 94,061 | 77,350 | 64,425 | 80,345 | 36,324 | 50,333 | |||||||||||||||||||||
Loss on debt extinguishment | — | 5,850 | 21,077 | — | 3,982 | — | — | |||||||||||||||||||||
(Loss) income before income taxes and cumulative effect of a change in accounting principle | (136,436 | ) | (37,392 | ) | (34,506 | ) | 35,983 | 82,958 | 46,962 | 36,404 | ||||||||||||||||||
Income tax (benefit) expense | (38,870 | ) | (12,434 | ) | (12,338 | ) | 11,764 | 35,488 | 19,385 | 15,668 | ||||||||||||||||||
Cumulative effect of a change in accounting principle | — | — | 40,240 | — | — | — | — | |||||||||||||||||||||
Net (loss) income | (97,566 | ) | (24,958 | ) | (62,408 | ) | 24,219 | 47,470 | 27,577 | 20,736 |
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Six Months Ended | ||||||||||||||||||||||||||||
Year Ended December 31, | June 30, | |||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Other data: | ||||||||||||||||||||||||||||
EBITDA(1) | $ | 327,704 | $ | 328,501 | $ | 287,551 | $ | 394,464 | $ | 453,392 | $ | 224,440 | $ | 234,004 | ||||||||||||||
EBITDA margin(2) | 45 | % | 42 | % | 35 | % | 45 | % | 44 | % | 45 | % | 43 | % | ||||||||||||||
Ratio of EBITDA to interest expense, net(3) | 2.9 | x | 3.5 | x | 3.7xx | 6.1 | x | 5.6 | x | 6.2 | x | 4.6x | ||||||||||||||||
Ratio of total debt to EBITDA(4) | 4.7 | x | 5.2 | x | 4.9 | x | 3.5 | x | 3.5 | x | n/a | n/a | ||||||||||||||||
Ratio of total debt (excluding mirror note) to EBITDA(4)(5) | 4.7 | x | 5.2 | x | 4.9 | x | 3.5 | x | 2.8 | x | n/a | n/a | ||||||||||||||||
Ratio of earnings to fixed charges(6) | 0.1 | x | 0.7 | x | 0.7 | x | 1.3 | x | 1.6 | x | 1.7 | x | 1.4x | |||||||||||||||
Cash flows from operating activities | 198,702 | 253,245 | 274,856 | 345,739 | 364,561 | 137,091 | 180,804 | |||||||||||||||||||||
Cash flows used in investing activities | (378,538 | ) | (154,954 | ) | (207,765 | ) | (262,881 | ) | (266,967 | ) | (123,698 | ) | (221,065 | ) | ||||||||||||||
Cash flows provided in (used in) financing activities | 120,381 | (95,566 | ) | (74,904 | ) | (46,454 | ) | (122,376 | ) | (38,505 | ) | 26,288 |
As of December 31, | As of June 30, | |||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Balance sheet data: | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 12,885 | $ | 15,610 | $ | 7,797 | $ | 44,201 | $ | 19,419 | $ | 19,089 | $ | 5,446 | ||||||||||||||
Cash deposit for debt extinguishment | — | 266,657 | — | — | — | — | — | |||||||||||||||||||||
Working capital | 40,205 | 115,713 | 77,665 | 43,626 | 103,110 | 62,071 | 125,444 | |||||||||||||||||||||
Total assets | 3,649,164 | 3,874,909 | 3,665,734 | 3,672,462 | 3,712,900 | 3,729,041 | 3,809,266 | |||||||||||||||||||||
Long term debt (including current maturities) | 1,524,085 | 1,706,933 | 1,417,363 | 1,372,434 | 1,576,326 | 1,334,549 | 1,797,525 | |||||||||||||||||||||
Long term debt, less mirror note (including current maturities)(5) | 1,524,085 | 1,706,933 | 1,417,363 | 1,372,434 | 1,288,826 | 1,334,549 | 1,510,025 | |||||||||||||||||||||
Stockholder’s equity | 1,946,086 | 1,980,712 | 1,954,542 | 1,988,739 | 1,769,716 | 2,060,810 | 1,586,265 |
(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 in this section differs from the definition of EBITDA applicable to the covenants for the notes. |
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Six Months Ended | ||||||||||||||||||||||||||||
Year Ended December 31, | June 30, | |||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Statement of operations data: | ||||||||||||||||||||||||||||
EBITDA | $ | 327,704 | $ | 328,501 | $ | 287,551 | $ | 394,464 | $ | 453,392 | $ | 224,440 | $ | 234,004 | ||||||||||||||
Depreciation and amortization | 349,550 | 271,832 | 284,947 | 294,056 | 290,089 | 141,154 | 147,267 | |||||||||||||||||||||
Interest expense, net | 114,590 | 94,061 | 77,350 | 64,425 | 80,345 | 36,324 | 50,333 | |||||||||||||||||||||
Income tax (benefit) expense | (38,870 | ) | (12,434 | ) | (12,338 | ) | 11,764 | 35,488 | 19,385 | 15,668 | ||||||||||||||||||
Net (loss) income | $ | (97,566 | ) | $ | (24,958 | ) | $ | (62,408 | ) | $ | 24,219 | $ | 47,470 | $ | 27,577 | $ | 20,736 |
(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, 2001, 2002 and 2003, earnings were insufficient to cover fixed charges by $136.4 million, $37.4 million and $34.5 million, respectively. |
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AND RESULTS OF OPERATIONS
Year Ended December 31, | Six months Ended June 30, | |||||||||||||||||||
2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||
Billboards | $ | 51,390 | $ | 57,195 | $ | 88,493 | $ | 34,956 | $ | 81,212 | ||||||||||
Logos | 7,315 | 6,320 | 7,249 | 2,807 | 3,953 | |||||||||||||||
Transit | 1,982 | 1,190 | 1,057 | 462 | 353 | |||||||||||||||
Land and buildings | 9,823 | 10,896 | 13,966 | 7,330 | 11,559 | |||||||||||||||
PP&E | 7,765 | 5,564 | 9,349 | 5,030 | 17,173 | |||||||||||||||
Total capital expenditures | $ | 78,275 | $ | 81,165 | $ | 120,114 | $ | 50,585 | $ | 114,250 | ||||||||||
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Six Months Ended | ||||
June 30, 2005 | ||||
(In thousands) | ||||
Reported net revenue | $ | 497,572 | ||
Acquisition net revenue | 9,592 | |||
Acquisition-adjusted net revenue | $ | 507,164 | ||
Six Months Ended | ||||||||
June 30, 2005 | ||||||||
2006 | 2005 | |||||||
(In thousands) | ||||||||
Reported net revenue | $ | 540,910 | $ | 497,572 | ||||
Acquisition net revenue | — | 9,592 | ||||||
Adjusted totals | $ | 540,910 | $ | 507,164 | ||||
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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 | ||
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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 | ||
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 | ) | — | |||||
Adjusted totals | $ | 975,395 | $ | 915,630 | ||||
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Year Ended | ||||||||
December 31, | ||||||||
2004 | 2003 | |||||||
(In thousands) | ||||||||
Reported net revenue | $ | 883,510 | $ | 810,139 | ||||
Acquisition net revenue | — | 15,994 | ||||||
2004 reported net revenue as compared to 2003 acquisition — adjusted net revenue | $ | 883,510 | $ | 826,133 | ||||
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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. |
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• | a total debt ratio, defined as total consolidated debt to EBITDA, as defined below, for the most recent four fiscal quarters, of 6.00 to 1 through September 30, 2007 and 5.75 to 1 from October 1, 2007 and after; and | |
• | senior debt ratio, defined as total consolidated senior debt to EBITDA, as defined below, for the most recent four fiscal quarters, of 3.25 to 1. |
• | an interest coverage ratio, defined as EBITDA, as defined below, for the most recent four fiscal quarters to total consolidated accrued interest expense for that period, of greater than 2.25 to 1; and | |
• | 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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Payments Due by Period | ||||||||||||||||||||
Less than | After | |||||||||||||||||||
Contractual Obligations | Total | 1 Years | 1-3 Years | 4-5 Years | 5 Years | |||||||||||||||
(In millions) | ||||||||||||||||||||
Long-Term Debt | $ | 1,576.3 | $ | 2.8 | $ | 27.2 | $ | 379.4 | $ | 1,166.9 | ||||||||||
Interest obligations on long term debt | 662.6 | 92.4 | 183.2 | 173.1 | 213.9 | |||||||||||||||
Billboard site and other operating leases | 1,011.2 | 136.4 | 220.2 | 161.6 | 493.0 | |||||||||||||||
Total payments due | $ | 3,250.10 | $ | 231.6 | $ | 430.6 | $ | 714.1 | $ | 1,873.8 | ||||||||||
(1) | Interest rates on our variable rate instruments are assuming rates at the December 2005 levels. |
Total | Amount of Expiration Per Period | |||||||||||||||||||
Amount | Less than | After | ||||||||||||||||||
Other Commercial Commitment | Committed | 1 Year | 1-3 Years | 4-5 Years | 5 Years | |||||||||||||||
(In millions) | ||||||||||||||||||||
Revolving Bank Facility(2) | $ | 400.0 | $ | — | $ | — | $ | — | $ | 400.00 | ||||||||||
Standby Letters of Credit(3) | 10.4 | 1.7 | 8.7 | — | — |
(2) | Lamar Media had $95 million outstanding at December 31, 2005. | |
(3) | The standby letters of credit are issued under Lamar Media’s revolving bank facility and reduce the availability of the facility by the same amount. |
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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. |
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Colorado | Kentucky | Missouri(1) | Oklahoma | |||
Delaware | Maine | Nebraska | Tennessee | |||
Florida | Michigan | Nevada | Texas | |||
Georgia | Minnesota | New Jersey | Utah | |||
Kansas | Mississippi | Ohio | Virginia |
(1) | The logo sign contract in Missouri is operated by a 662/3% owned partnership. |
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• | Larger outdoor advertising providers, such as (i) Clear Channel Outdoor Holdings, Inc., which operates billboards, street furniture displays, transit displays and otherout-of-home advertising displays in North America and worldwide, and (ii) CBS Outdoor, a division of CBS Corporation, which operates traditional outdoor, street furniture and transit advertising properties in North America and worldwide. Clear Channel Outdoor and CBS Outdoor each have corporate relationships with large media conglomerates and may have greater total resources, product offerings and opportunities for cross-selling than we do. | |
• | Other forms of media, such as broadcast and cable television, radio, print media, direct mail marketing, telephone directories and the Internet. | |
• | An increasing variety ofout-of-home advertising media, such as advertising displays in shopping centers, malls, airports, stadiums, movie theaters and supermarkets and advertising displays on taxis, trains and buses. |
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Percentage of Net Billboard | ||||
Categories | Advertising Revenues | |||
Restaurants | 11 | % | ||
Retailers | 10 | % | ||
Automotive | 9 | % | ||
Real Estate Companies | 9 | % | ||
Health Care | 7 | % | ||
Hotels and Motels | 6 | % | ||
Gaming | 6 | % | ||
Service | 6 | % | ||
Financial — Banks/Credit Unions | 5 | % | ||
Amusement — Entertainment/Sports | 5 | % | ||
74 | % |
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Name | Age | Title | ||||
Kevin P. Reilly, Jr. | 52 | President, Chief Executive Officer and Director | ||||
Sean Reilly | 45 | Chief Operating Officer and Director | ||||
Keith Istre | 54 | Treasurer, Chief Financial Officer and Director | ||||
T. Everett Stewart, Jr. | 52 | Director |
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Long Term | ||||||||||||||||||||||||
Compensation | ||||||||||||||||||||||||
Awards | ||||||||||||||||||||||||
Securities | ||||||||||||||||||||||||
Annual Compensation | Other Annual | Underlying | All Other | |||||||||||||||||||||
Year | Salary | Bonus | Compensation | Options | Compensation ($) | |||||||||||||||||||
Kevin P. Reilly, Jr. | 2005 | 550,000 | 300,000 | 111,394 | (1) | — | 65,244 | (2) | ||||||||||||||||
President and Chief | 2004 | 550,000 | 300,000 | 62,549 | (1) | 25,000 | 64,747 | (2) | ||||||||||||||||
Executive Officer | 2003 | 220,000 | 425,000 | 77,298 | (1) | — | 109,854 | (2) | ||||||||||||||||
Sean E. Reilly | 2005 | 425,000 | 175,000 | 120,419 | (3) | — | 50,000 | (4) | ||||||||||||||||
Chief Operating Officer | 2004 | 425,000 | 175,000 | 64,832 | (3) | 25,000 | 50,000 | (4) | ||||||||||||||||
and Vice President | 2003 | 190,000 | 325,000 | 35,231 | (3) | — | 50,000 | (4) | ||||||||||||||||
Keith A. Istre | 2005 | 425,000 | 175,000 | 12,286 | (5) | — | 50,000 | (4) | ||||||||||||||||
Treasurer and Chief | 2004 | 425,000 | 175,000 | 12,314 | (5) | 25,000 | 50,000 | (4) | ||||||||||||||||
Financial Officer | 2003 | 180,000 | 325,000 | 9,883 | (5) | — | 15,000 | (4) |
(1) | Consists of (a) $13,767, $13,286, and $5,317, in 2005, 2004, and 2003, respectively, for the personal use of a company car, (b) $95,127, $46,763, and $69,481 in 2005, 2004, and 2003, respectively, for the personal use of company aircraft, and (c) $2,500, $2,500, and $2,500 in 2005, 2004, and 2003, respectively, for company-paid health insurance premiums and medical reimbursements. The incremental cost to Lamar Advertising Company of an executive’s personal use of company aircraft is calculated based on the variable operating costs to Lamar Advertising Company, including fuel costs, landing/ramp fees, and trip-related maintenance. Fixed costs that do not change based on usage, such as pilot salaries and the cost of maintenance not related to trips, are excluded. | |
(2) | Consists of (a) employer contributions under Lamar Advertising Company’s deferred compensation plan of $57,500 per year, (b) $7,744, $7,247, and $7,642 for 2005, 2004, and 2003, respectively, for the premiums attributable to the term life insurance portion of two life insurance policies, and (c) $44,712 for 2003, which is the dollar value, on a term loan approach, of the benefit of the whole-life portion of the premiums for the life insurance policies paid by us. Ownership of these insurance policies was transferred from The Kevin Reilly, Jr. Life Insurance Trust, a trust for the benefit of Mr. Reilly’s children, to us in December 2003. We terminated one of these policies in 2003 and were reimbursed all premiums previously paid by us under the policy. The Kevin Reilly, Jr. Life Insurance Trust remained the primary beneficiary under the remaining policy (except to the extent of premiums paid by us) through 2005. | |
(3) | Consists of (a) $7,325, $8,044, and $7,551 in 2005, 2004, and 2003, respectively, for the personal use of a company car, (b) $110,594, $54,288, and $25,180 in 2005, 2004, and 2003, respectively, for the personal use of Lamar Advertising Company’s aircraft (please refer to footnote 1 above for a description of how personal use of a company aircraft is valued), and (c) $2,500, $2,500, and $2,500 in 2005, 2004, and 2003, respectively, for company-paid health insurance premiums and medical reimbursements. | |
(4) | The reported amounts consist of employer contributions under Lamar Advertising Company’s deferred compensation plan. | |
(5) | Consists of (a) $9,786, $9,814, and $7,383 in 2005, 2004, and 2003, respectively, for the personal use of a company car and (b) $2,500, $2,500, and $2,500 in 2005, 2004, and 2003, respectively, for company-paid health insurance premiums and medical reimbursements. |
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Number of Securities | ||||||||
Underlying Unexercised | Value of Unexercised | |||||||
Options at | In-the-Money Options at | |||||||
Fiscal Year-End (#) | Fiscal Year-End ($) | |||||||
Name | Exercisable/Unexercisable | Exercisable/Unexercisable(1) | ||||||
Kevin P. Reilly, Jr. | 107,500 / 15,000 | $ | 2,009,525 / $131,700 | |||||
Sean E. Reilly | 107,500 / 15,000 | $ | 2,009,525 / $131,700 | |||||
Keith A. Istre | 95,200 / 15,000 | $ | 1,720,392 / $131,700 |
(1) | Based on the difference between the option exercise price and the closing price of the underlying Lamar Advertising Company Class A Common Stock on December 30, 2005. The closing price on that date was $46.13. |
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No. of | Percent of | |||||||||
Beneficial Owner | Title of Class | Shares Owned | Class | |||||||
Directors and Executive Officers | ||||||||||
Kevin P. Reilly, Jr. | Class A | 257,373 | (1) | * | ||||||
Class B(2) | 11,362,250 | (3)(4) | 72.6 | %(5) | ||||||
Sean E. Reilly | Class A | 112,500 | (6) | * | ||||||
Class B(2) | 10,782,835 | (3) | 68.9 | %(7) | ||||||
Anna Reilly | Class A | 26,515 | (8) | * | ||||||
Class B(2) | 10,540,280 | (3)(9) | 67.4 | %(10) | ||||||
Wendell Reilly | Class A | 123,625 | (11) | * | ||||||
Class B(2) | 9,962,500 | (3)(12) | 63.7 | %(13) | ||||||
Keith A. Istre | Class A | 84,312 | (14) | * | ||||||
Stephen P. Mumblow | Class A | 27,000 | (15) | * | ||||||
John Maxwell Hamilton | Class A | 27,000 | (16) | * | ||||||
Thomas V. Reifenheiser | Class A | 26,000 | (17) | * | ||||||
Robert M. Jelenic | Class A | 8,400 | (18) | * | ||||||
All Current Directors and Executive Officers as a Group (9 Persons) | Class A & B(2) | 16,347,461 | (19) | 16.0 | %(20) | |||||
Five Percent Stockholders | ||||||||||
The Reilly Family Limited Partnership | Class B(2) | 9,000,000 | 57.5 | %(21) | ||||||
T. Rowe Price Associates, Inc. | Class A | 10,762,298 | (22) | 12.3 | % | |||||
100 E. Pratt Street Baltimore, MD 21202 | ||||||||||
SPO Advisory Corp. | Class A | 9,097,950 | (23) | 10.5 | % | |||||
591 Redwood Highway, Suite 3215 Mill Valley, CA 94941 | ||||||||||
Goldman Sachs Asset Management, L.P. | Class A | 8,846,450 | (24) | 10.3 | % | |||||
32 Old Slip New York, NY 10005 | ||||||||||
FMR Corp. | Class A | 6,914,418 | (25) | 8.0 | % | |||||
82 Devonshire Street Boston, MA 02109 | ||||||||||
Wellington Management Company, LLP | Class A | 4,614,591 | (26) | 5.3 | % | |||||
75 State Street Boston, MA 02109 | ||||||||||
Janus Capital Management LLC | Class A | 4,543,229 | (27) | 5.3 | % | |||||
151 Detroit Street Denver, CO 80206 | ||||||||||
Charles W. Lamar III | Class A | 4,507,192 | (28) | 5.2 | % |
* | Less than 1%. |
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(1) | Includes 112,500 shares subject to stock options exercisable within 60 days of September 1, 2006. | |
(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 11.1% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(6) | Includes 112,500 shares subject to stock options exercisable within 60 days of September 1, 2006. | |
(7) | Represents 10.6% 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 10.3% 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 a trust 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 9.8% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(14) | Includes 83,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of September 1, 2006. | |
(15) | Includes 26,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of September 1, 2006. | |
(16) | Consists of 26,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of September 1, 2006, and 1,000 shares owned jointly with his spouse. | |
(17) | Consists of 26,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of September 1, 2006. | |
(18) | Includes 8,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of September 1, 2006. | |
(19) | See Notes 1, 3, 4, 6, 8, 9, 11, 12, and 14-18. | |
(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 8.8% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock. | |
(22) | T. Rowe Price Associates, Inc. has (i) sole voting power as to 2,279,361 of these shares, of which 100,471 shares may be acquired upon conversion of convertible securities, and (ii) sole investment power as to all of these shares, of which 1,084,316 shares may be acquired upon conversion of convertible securities. Based on the Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc. for the year ended December 31, 2005. | |
(23) | Consists of (a) 8,671,300 shares owned by SPO Partners II, L.P. and over which SPO Advisory Partners, L.P. and SPO Advisory Corp. have sole voting power and sole dispositive power, and over which John Scully, William E. Oberndorf, and William J. Patterson share voting power and share dispositive power, (b) 426,530 shares owned by San Francisco Partners, L.P., over which SF Advisory Partners, L.P. and SPO Advisory Corp. have sole voting power and sole dispositive power, and over which Messrs. Scully, Oberndorf, and Patterson share voting power and share dispositive power. Based on the Form 4 filed with the SEC by the SPO Advisory Corp. on August 24, 2006, and (c) 120 shares owned by Eli Weinberg. | |
(24) | Goldman Sachs Asset Management, L.P. has sole voting power as to 7,608,036 of these shares and sole dispositive power as to all of these shares. Based on the Schedule 13G/A filed with the SEC by Goldman Sachs Asset Management, L.P. for the year ended December 31, 2005. | |
(25) | Includes (a) 6,633,533 shares, including 159,195 shares that could be acquired upon the conversion of $8,200,000 principal amount of the Company’s 2.875% Convertible Notes due 2010, beneficially owned by its wholly owned subsidiary Fidelity Management & Research Company and over which FMR Corp. and Edward C. Johnson 3d have sole dispositive power, (b) 1,084 shares beneficially owned by Fidelity Management Trust Company over which FMR Corp. and Mr. Johnson have sole voting and dispositive power, (c) 300 shares beneficially owned by Strategic Advisers, Inc. over which FMR Corp. and Mr. Johnson have sole voting and dispositive power, and (d) 279,501 shares owned by Fidelity International Limited and voluntarily reported as beneficially owned by FMR Corp. and Mr. Johnson. Based on the Schedule 13G/A filed with the SEC by FMR Corp. on June 12, 2006. | |
(26) | Wellington Management Company, LLP has shared voting power as to 4,425,890 of these shares and shared dispositive power as to all of these shares. Based on the Schedule 13G/A filed with the SEC by Wellington Management Company, LLP for the year ended December 31, 2005. | |
(27) | Includes (a) 58,244 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) 400,069 shares beneficially owned by Enhanced Investment Technologies LLC over which Janus Capital Management LLC shares voting and investment power. Based on the Schedule 13G/A filed with the SEC by Janus Capital Management LLC for the year ended December 31, 2005. | |
(28) | Includes (i) the following shares over which Mr. Lamar holds sole voting and dispositive power: (a) 425,000 shares that Mr. Lamar has exchanged for units in exchange funds over which he retains voting power; (b) 300,000 shares that Mr. Lamar has pledged pursuant to forward sales contracts; (c) 1,538,861 shares held by CWL3, LLC, CWL3 No. 2DG, LLC, and Lamar Investment Fund, LLC, of which 700,000 shares have been pledged pursuant to forward sales contracts and collars; 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) 957,271 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) 219,471 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; |
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• | 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 | |
• | specified rights under the registration rights agreement, including the provisions providing for payment of additional interest in specified circumstances relating to the exchange offer, will be limited or eliminated. |
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• | to delay accepting any outstanding notes, for example, in order to allow for the confirmation of tendered notes or for the rectification of any irregularity or defect in the tender of outstanding notes; | |
• | to extend the exchange offer; | |
• | to terminate the exchange offer if, in our sole judgment, any of the conditions described below shall not have been satisfied; or | |
• | to amend the terms of the exchange offer in any manner. |
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• | the exchange offer, or the making of any exchange by a holder, violates, in our good faith determination, any applicable law, rule or regulation or any applicable interpretation of the staff of the Commission; | |
• | any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or | |
• | we have not obtained any governmental approval which we, in our sole discretion, exercised reasonably, consider necessary for the completion of the exchange offer as contemplated by this prospectus. |
• | refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders; | |
• | extend the exchange offer and retain all outstanding notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these outstanding notes; or | |
• | waive unsatisfied conditions relating to the exchange offer and accept all properly tendered outstanding notes that have not been withdrawn. |
• | purchase or make offers for any outstanding notes that remain outstanding subsequent to the expiration date; and | |
• | to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. |
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• | holders of outstanding notes that are DTC participants may follow the procedures for book-entry transfer as set forth under “— Book-entry transfer” and in the letter of transmittal; or | |
• | Euroclear participants and Clearstream participants on behalf of the beneficial owners of outstanding notes are required to use book-entry transfer pursuant to the standard operating procedures of Euroclear or Clearstream. These procedures include the transmission of a computer-generated message to Euroclear or Clearstream in lieu of a letter of transmittal. See the description of “agent’s message” under “— Book-entry transfer.” |
• | the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC, Euroclear or Clearstream according to their respective standard operating procedures for electronic tenders and a properly transmitted agent’s message as described below; or | |
• | the exchange agent must receive any corresponding certificate or certificates representing outstanding notes along with the letter of transmittal; or | |
• | the holder must comply with the guaranteed delivery procedures described below. |
• | make appropriate arrangements to register ownership of the outstanding notes in its name; or | |
• | obtain a properly completed bond power from the registered holder. |
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• | by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or | |
• | for the account of an eligible institution. |
• | the holder acquired exchange notes pursuant to the exchange offer in the ordinary course of its business; | |
• | the holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes within the meaning of the Securities Act; and | |
• | the holder is not our “affiliate,” as defined in Rule 405 under the Securities Act. |
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• | their outstanding notes are not immediately available; | |
• | the holders cannot deliver their outstanding notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date; or | |
• | the holders cannot complete the procedure under the respective DTC, Euroclear or Clearstream standard operating procedures for electronic tenders before expiration of the exchange offer. |
• | the tender must be made through an eligible institution; | |
• | before expiration of the exchange offer, the exchange agent must receive from the eligible institution either a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message in lieu of notice of guaranteed delivery: |
• | setting forth the name and address of the holder, the certificate number or numbers of the outstanding notes tendered and the principal amount of outstanding notes tendered; | |
• | stating that the tender offer is being made by guaranteed delivery; | |
• | guaranteeing that, within three New York Stock Exchange trading days after expiration of the exchange offer, the letter of transmittal, or facsimile of the letter of transmittal, together with the outstanding notes tendered or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and | |
• | the exchange agent must receive the properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation, and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after expiration of the exchange offer; |
• | upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above. |
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• | the exchange agent must receive a written notice, which may be by facsimile transmission or letter, of withdrawal at the address set forth below under “Exchange agent,” or | |
• | for DTC, Euroclear or Clearstream participants, holders must comply with their respective standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC, Euroclear or Clearstream. |
• | specify the name of the person who tendered the outstanding notes to be withdrawn; | |
• | identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of the outstanding notes to be withdrawn; | |
• | include a statement that the person is withdrawing his election to have such outstanding notes exchanged; | |
• | be signed by the person who tendered the outstanding notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and | |
• | specify the name in which the outstanding notes are to be re-registered, if different from that of the withdrawing holder. |
• | exchange notes are to be delivered to, or issued in the name of, any person other than the registered holder of the outstanding notes tendered; or | |
• | 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; |
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• | 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 | ||||||||||
December 31, 2007 — September 30, 2009 | $ | 5,000 | $ | 463 | $ | 1,875 | ||||||
December 31, 2009 — September 30, 2011 | 15,000 | 1,388 | 5,625 | |||||||||
December 31, 2011 — September 30, 2012 | 60,000 | 5,550 | 22,500 |
• | 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). |
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• | 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; | |
• | make investments and enter into joint ventures or hedging agreements; | |
• | dispose of assets; and | |
• | engage in transactions with affiliates except on an arms-length basis. |
• | a total debt ratio, defined as total consolidated debt to EBITDA, as defined below, for the most recent four fiscal quarters, of 6.00 to 1 through September 30, 2007, and 5.75 to 1 from October 1, 2007, and after; and | |
• | a senior debt ratio, defined as total consolidated senior debt to EBITDA, as defined below, for the most recent four fiscal quarters, of 3.25 to 1. |
• | an interest coverage ratio, defined as the ratio of EBITDA, as defined below, for the most recent four fiscal quarters to total consolidated accrued interest expense for that period, of greater than 2.25 to 1; and | |
• | a fixed charges coverage ratio, defined as the ratio of EBITDA, as defined below, for the most recent four fiscal quarters to (1) the total payments of principal and interest on debt for that period plus (2) capital expenditures made during that period plus (3) income and franchise tax payments made during that period, plus (4) dividends, distributions and payments of principal or interest to Lamar Advertising, of greater than 1.05 to 1. |
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• | 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. |
• | 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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• | 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 and the 65/8% Senior Subordinated Notes due 2015 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. |
• | 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 and the 65/8% Senior Subordinated Notes due 2015 and any additional future senior subordinated Indebtedness of such Guarantor; |
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• | 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). |
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• | 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: The Bank of New York Trust Company, N.A. c/o The Bank of New York Attention: | By Facsimile Transmission: The Bank of New York Trust Company, N.A. c/o The Bank of New York Attention: |
The Bank of New York
Trust Company, N.A.
c/o The Bank of New York
Attention:
1200 Wall Street West, 3rd Floor
Lyndhurst, NJ 07071
Note Holders call:800-294-3174
Banks and Brokers call: 201-806-7300
Fax: 201-460-0050
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Page | ||||
For the period ended December 31, 2005: | ||||
Lamar Advertising Company and Subsidiaries | ||||
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Lamar Media Corp. and Subsidiaries | ||||
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F-34 | ||||
F-35 | ||||
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F-37 | ||||
F-38 | ||||
F-43 | ||||
For the period ended June 30, 2006: | ||||
Lamar Advertising Company and Subsidiaries | ||||
F-44 | ||||
F-45 | ||||
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F-47 | ||||
Lamar Media Corp. and Subsidiaries | ||||
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F-1
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By: | /s/ KPMG LLP |
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By: | /s/ KPMG LLP |
F-4
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AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2005 and 2004
2005 | 2004 | |||||||
(In thousands, except share and per share data) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 19,419 | $ | 44,201 | ||||
Receivables, net of allowance for doubtful accounts of $6,000 and $5,000 in 2005 and 2004 | 114,733 | 87,962 | ||||||
Prepaid expenses | 35,763 | 35,287 | ||||||
Deferred income tax assets (note 11) | 7,128 | 6,899 | ||||||
Other current assets | 10,232 | 8,231 | ||||||
Total current assets | 187,275 | 182,580 | ||||||
Property, plant and equipment (note 4) | 2,191,443 | 2,077,379 | ||||||
Less accumulated depreciation and amortization | (902,138 | ) | (807,735 | ) | ||||
Net property, plant and equipment | 1,289,305 | 1,269,644 | ||||||
Goodwill (note 5) | 1,295,050 | 1,265,106 | ||||||
Intangible assets (note 5) | 896,943 | 920,373 | ||||||
Deferred financing costs net of accumulated amortization of $22,350 and $26,113 at 2005 and 2004, respectively | 26,549 | 24,552 | ||||||
Other assets | 41,957 | 27,217 | ||||||
Total assets | $ | 3,737,079 | $ | 3,689,472 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 13,730 | $ | 10,412 | ||||
Current maturities of long-term debt (note 8) | 2,788 | 72,510 | ||||||
Accrued expenses (note 7) | 61,996 | 50,513 | ||||||
Deferred income | 14,945 | 14,669 | ||||||
Total current liabilities | 93,459 | 148,104 | ||||||
Long-term debt (note 8) | 1,573,538 | 1,587,424 | ||||||
Deferred income tax liabilities (note 11) | 107,696 | 76,240 | ||||||
Asset retirement obligation (note 9) | 135,538 | 132,700 | ||||||
Other liabilities | 9,366 | 8,657 | ||||||
Total liabilities | 1,919,597 | 1,953,125 | ||||||
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 2005 and 2004 | — | — | ||||||
Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares authorized, 0 shares issued and outstanding at 2005 and 2004 | — | — | ||||||
Class A common stock, par value $.001, 175,000,000 shares authorized, 90,409,282 and 88,742,430 shares issued and outstanding at 2005 and 2004, respectively | 90 | 89 | ||||||
Class B common stock, par value $.001, 37,500,000 shares authorized, 15,672,527 are issued and outstanding at 2005 and 2004, respectively | 16 | 16 | ||||||
Additionalpaid-in-capital | 2,196,691 | 2,131,449 | ||||||
Accumulated deficit | (353,793 | ) | (395,207 | ) | ||||
Cost of shares held in treasury, 544,770 shares and 0 shares in 2005 and 2004, respectively | (25,522 | ) | — | |||||
Stockholders’ equity | 1,817,482 | 1,736,347 | ||||||
Total liabilities and stockholders’ equity | $ | 3,737,079 | $ | 3,689,472 | ||||
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AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2005, 2004 and 2003
2005 | 2004 | 2003 | ||||||||||
(In thousands, except share and per share data) | ||||||||||||
Net revenues | $ | 1,021,656 | $ | 883,510 | $ | 810,139 | ||||||
Operating expenses (income): | ||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 353,139 | 302,157 | 292,017 | |||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 176,099 | 158,161 | 145,971 | |||||||||
Corporate expenses (exclusive of depreciation and amortization) | 36,628 | 30,159 | 25,549 | |||||||||
Depreciation and amortization (Note 10) | 290,089 | 294,056 | 284,947 | |||||||||
Gain on disposition of assets | (1,119 | ) | (1,067 | ) | (1,946 | ) | ||||||
854,836 | 783,466 | 746,538 | ||||||||||
Operating income | 166,820 | 100,044 | 63,601 | |||||||||
Other expense (income): | ||||||||||||
Loss on extinguishment of debt | 3,982 | — | 33,644 | |||||||||
Interest income | (1,511 | ) | (495 | ) | (502 | ) | ||||||
Interest expense | 90,671 | 76,079 | 93,787 | |||||||||
93,142 | 75,584 | 126,929 | ||||||||||
Income (loss) before income tax expense (benefit) and cumulative effect of a change in accounting principle | 73,678 | 24,460 | (63,328 | ) | ||||||||
Income tax expense (benefit) (note 11) | 31,899 | 11,305 | (23,573 | ) | ||||||||
Income (loss) before cumulative effect of a change in accounting principle | 41,779 | 13,155 | (39,755 | ) | ||||||||
Cumulative effect of a change in accounting principle, net of tax benefit of $25,727 | — | — | 40,240 | |||||||||
Net income (loss) | 41,779 | 13,155 | (79,995 | ) | ||||||||
Preferred stock dividends | 365 | 365 | 365 | |||||||||
Net income (loss) applicable to common stock | $ | 41,414 | $ | 12,790 | $ | (80,360 | ) | |||||
Earnings (loss) per share: | ||||||||||||
Basic: | ||||||||||||
Before cumulative effect of a change in accounting principle | $ | 0.39 | 0.12 | $ | (0.39 | ) | ||||||
Cumulative effect of a change in accounting principle | $ | — | — | $ | (0.39 | ) | ||||||
Basic earnings (loss) per share | $ | 0.39 | $ | 0.12 | $ | (0.78 | ) | |||||
Diluted: | ||||||||||||
Before cumulative effect of a change in accounting principle | $ | 0.39 | 0.12 | $ | (0.39 | ) | ||||||
Cumulative effect of a change in accounting principle | $ | — | — | $ | (0.39 | ) | ||||||
Diluted earnings (loss) per share | $ | 0.39 | $ | 0.12 | $ | (0.78 | ) | |||||
Weighted average common shares outstanding | 105,605,873 | 104,041,030 | 102,686,780 | |||||||||
Incremental common shares from dilutive stock options | 483,884 | 530,453 | — | |||||||||
Incremental common shares from convertible debt | — | — | — | |||||||||
Weighted average common shares assuming dilution | 106,089,757 | 104,571,483 | 102,686,780 | |||||||||
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AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2005, 2004 and 2003
Series AA | Class A | Class A | Class B | Additional | ||||||||||||||||||||||||||||
Preferred | Preferred | Common | Common | Treasury | Paid in | Accumulated | ||||||||||||||||||||||||||
Stock | Stock | Stock | Stock | Stock | Capital | Deficit | Total | |||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||||||
Balance, December 31, 2002 | $ | — | — | 85 | 16 | — | 2,036,709 | (327,637 | ) | 1,709,173 | ||||||||||||||||||||||
Issuance of 1,550,095 shares of common stock in acquisitions | — | — | 2 | — | — | 50,628 | — | 50,630 | ||||||||||||||||||||||||
Exercise of 298,105 shares of stock options | — | — | — | — | — | 8,272 | — | 8,272 | ||||||||||||||||||||||||
Conversion of 270,000 shares of Class B common stock to Class A stock | — | — | — | — | — | 1,946 | — | 1,946 | ||||||||||||||||||||||||
Issuance of 72,025 shares of common stock through employee purchase plan | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (79,995 | ) | (79,995 | ) | ||||||||||||||||||||||
Dividends $(63.80 per preferred share) | — | — | — | — | — | — | (365 | ) | (365 | ) | ||||||||||||||||||||||
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 | |||||||||||||||||||||
F-7
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AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2005, 2004 and 2003
2005 | 2004 | 2003 | ||||||||||
(In thousands) | ||||||||||||
Cash flows from operating activities: | ||||||||||||
Net income (loss) | $ | 41,779 | $ | 13,155 | $ | (79,995 | ) | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 287,212 | 294,056 | 284,947 | |||||||||
Amortization included in interest expense | 5,335 | 5,330 | 6,037 | |||||||||
Gain on disposition of assets | (1,119 | ) | (1,067 | ) | (1,946 | ) | ||||||
Loss on extinguishment of debt | 3,982 | — | 33,644 | |||||||||
Cumulative effect of a change in accounting principle | — | — | 40,240 | |||||||||
Deferred income tax expenses (benefit) | 23,852 | 7,748 | (23,531 | ) | ||||||||
Provision for doubtful accounts | 6,674 | 7,772 | 8,599 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase) decrease in: | ||||||||||||
Receivables | (24,915 | ) | (4,824 | ) | (6,217 | ) | ||||||
Prepaid expenses | (448 | ) | (2,509 | ) | (2,923 | ) | ||||||
Other assets | (6,063 | ) | (887 | ) | (4,246 | ) | ||||||
Increase (decrease) in: | ||||||||||||
Trade accounts payable | 3,318 | 1,600 | (1,238 | ) | ||||||||
Accrued expenses | 8,810 | 3,024 | 6,450 | |||||||||
Other liabilities | (1,160 | ) | (234 | ) | 254 | |||||||
Cash flows provided by operating activities | 347,257 | 323,164 | 260,075 | |||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (121,117 | ) | (82,031 | ) | (78,275 | ) | ||||||
Acquisitions | (145,228 | ) | (189,540 | ) | (137,595 | ) | ||||||
Increase in notes receivable | (7,175 | ) | — | — | ||||||||
Proceeds from sale of property and equipment | 5,550 | 7,824 | 5,829 | |||||||||
Cash flows used in investing activities | (267,970 | ) | (263,747 | ) | (210,041 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Net proceeds from issuance of common stock | 18,672 | 23,806 | 8,798 | |||||||||
Cash used for purchase of treasury shares | (25,522 | ) | — | — | ||||||||
Cash from deposits for debt extinguishment | — | — | 266,657 | |||||||||
Principle payments on long-term debt | (485,539 | ) | (44,928 | ) | (771,388 | ) | ||||||
Debt issuance costs | (5,315 | ) | (1,526 | ) | (9,899 | ) | ||||||
Net proceeds from note offerings and new notes payable | 394,000 | — | 448,350 | |||||||||
Dividends | (365 | ) | (365 | ) | (365 | ) | ||||||
Cash flows used in financing activities | (104,069 | ) | (23,013 | ) | (57,847 | ) | ||||||
Net (decrease) increase in cash and cash equivalents | (24,782 | ) | 36,404 | (7,813 | ) | |||||||
Cash and cash equivalents at beginning of period | 44,201 | 7,797 | 15,610 | |||||||||
Cash and cash equivalents at end of period | $ | 19,419 | $ | 44,201 | $ | 7,797 | ||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for interest | $ | 78,097 | $ | 69,922 | $ | 81,342 | ||||||
Cash paid for state and federal income taxes | $ | 3,365 | $ | 1,946 | $ | 825 | ||||||
Common stock issuance related to acquisitions | $ | 43,314 | $ | 4,270 | $ | 50,630 | ||||||
F-8
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(1) | Significant Accounting Policies |
F-9
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
2005 | 2004 | 2003 | ||||||||||
Net revenues | $ | 5,766 | 5,490 | 6,360 | ||||||||
Direct advertising expenses | 2,972 | 3,124 | 2,780 | |||||||||
General and administrative expenses | 2,521 | 2,002 | 3,197 |
F-10
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
2005 | 2004 | 2003 | ||||||||||
Net income (loss) applicable to common stock, as reported | $ | 41,414 | 12,790 | (80,360 | ) | |||||||
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 | ) | (3,472 | ) | ||||||
Pro forma net income (loss) applicable to common stock | $ | 36,401 | 3,956 | (83,832 | ) | |||||||
2005 | 2004 | 2003 | ||||||||||
Net income (loss) per common share — as reported (basic and diluted) | $ | 0.39 | 0.12 | (0.78 | ) | |||||||
Net income (loss) per common share — pro forma (basic and diluted) | $ | 0.34 | 0.04 | (0.82 | ) |
F-11
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
(2) | Acquisitions |
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 | |||
2005 | 2004 | |||||||
Net revenues | $ | 1,029,151 | 963,200 | |||||
Net income applicable to common stock | 40,384 | 13,468 | ||||||
Net income per common share (basic and diluted) | $ | 0.38 | 0.13 |
F-12
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
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 | |||
Total | ||||
Current assets | $ | 2,437 | ||
Property, plant and equipment | 28,089 | |||
Goodwill | 61,847 | |||
Site locations | 83,849 | |||
Non-competition agreements | 641 | |||
Customer lists and contracts | 17,138 | |||
Other assets | 6,666 | |||
Current liabilities | (956 | ) | ||
Long-term liabilities | (10,148 | ) | ||
$ | 189,563 | |||
F-13
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
(3) | Noncash Financing and Investing Activities |
2005 | 2004 | 2003 | ||||||||||
Issuance of Class A common stock in acquisitions | $ | 43,314 | 4,270 | 50,630 |
(4) | Property, Plant and Equipment |
Estimated Life | ||||||||||
(Years) | 2005 | 2004 | ||||||||
Land | — | $ | 115,449 | 90,951 | ||||||
Building and improvements | 10 - 39 | 72,718 | 69,993 | |||||||
Advertising structures | 15 | 1,911,429 | 1,834,302 | |||||||
Automotive and other equipment | 3 - 7 | 91,847 | 82,133 | |||||||
$ | 2,191,443 | 2,077,379 | ||||||||
(5) | Goodwill and Other Intangible Assets |
Estimated | 2005 | 2004 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Amortizable Intangible Assets: | ||||||||||||||||||||
Customer lists and contracts | 7 - 10 | $ | 425,739 | $ | 344,125 | $ | 410,368 | $ | 298,108 | |||||||||||
Non-competition agreements | 3 - 15 | 59,618 | 53,437 | 58,179 | 51,284 | |||||||||||||||
Site locations | 15 | 1,195,581 | 391,926 | 1,108,318 | 313,776 | |||||||||||||||
Other | 5 - 15 | 13,600 | 8,107 | 13,817 | 7,141 | |||||||||||||||
1,694,538 | 797,595 | 1,590,682 | 670,309 | |||||||||||||||||
Unamortizable Intangible Assets: | ||||||||||||||||||||
Goodwill | $ | 1,548,685 | $ | 253,635 | $ | 1,518,741 | $ | 253,635 |
Balance as of December 31, 2004 | $ | 1,518,741 | ||
Goodwill acquired during the year | 29,944 | |||
Impairment losses | — | |||
Balance as of December 31, 2005 | $ | 1,548,685 | ||
F-14
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AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
Year ended December 31, 2006 | $ | 123,400 | ||
Year ended December 31, 2007 | $ | 103,420 | ||
Year ended December 31, 2008 | $ | 96,652 | ||
Year ended December 31, 2009 | $ | 93,622 | ||
Year ended December 31, 2010 | $ | 90,135 |
(6) | Leases |
2006 | $ | 136,380 | ||
2007 | 119,464 | |||
2008 | 100,760 | |||
2009 | 87,588 | |||
2010 | 74,024 | |||
Thereafter | 493,017 |
(7) | Accrued Expenses |
2005 | 2004 | |||||||
Payroll | $ | 11,888 | 12,894 | |||||
Interest | 25,840 | 18,601 | ||||||
Insurance benefits | 9,337 | 9,260 | ||||||
Other | 14,931 | 9,758 | ||||||
$ | 61,996 | 50,513 | ||||||
(8) | Long-term Debt |
2005 | 2004 | |||||||
Bank Credit Agreement | $ | 495,000 | $ | 975,000 | ||||
27/8% Convertible notes | 287,500 | 287,500 | ||||||
8% Unsecured subordinated notes | 1,333 | 3,333 | ||||||
71/4% Senior subordinated notes | 388,628 | 389,020 | ||||||
65/8% Senior Subordinated notes | 400,000 | — | ||||||
Other notes with various rates and terms | 3,865 | 5,081 | ||||||
1,576,326 | 1,659,934 | |||||||
Less current maturities | (2,788 | ) | (72,510 | ) | ||||
Long-term debt, excluding current maturities | $ | 1,573,538 | $ | 1,587,424 | ||||
F-15
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
2006 | $ | 2,788 | ||
2007 | 6,098 | |||
2008 | 21,154 | |||
2009 | 31,021 | |||
2010 | 348,386 | |||
Later years | 1,166,879 |
F-16
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
Term | ||||
December 31, 2007 — September 30, 2009 | $ | 5,000 | ||
December 31, 2009 — September 30, 2011 | 15,000 | |||
December 31, 2011 — September 30, 2012 | 60,000 |
• | 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-17
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
(9) | Asset Retirement Obligation |
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 | ||
(10) | Depreciation and Amortization |
Year Ended December 31, | ||||||||||||
2005 | 2004 | 2003 | ||||||||||
Direct expenses | $ | 276,977 | 279,735 | 267,078 | ||||||||
General and administrative expenses | 6,870 | 8,403 | 11,214 | |||||||||
Corporate expenses | 6,242 | 5,918 | 6,655 | |||||||||
$ | 290,089 | 294,056 | 284,947 | |||||||||
F-18
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
(11) | Income Taxes |
Current | Deferred | Total | ||||||||||
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 | |||||||||
Year ended December 31, 2003: | ||||||||||||
U.S. federal | $ | — | (19,543 | ) | (19,543 | ) | ||||||
State and local | (42 | ) | (4,653 | ) | (4,695 | ) | ||||||
Foreign | — | 665 | 665 | |||||||||
$ | (42 | ) | (23,531 | ) | (23,573 | ) | ||||||
2005 | 2004 | 2003 | ||||||||||
Computed expected tax expense (benefit) | $ | 25,787 | 8,316 | (21,531 | ) | |||||||
Increase (reduction) in income taxes resulting from: | ||||||||||||
Book expenses not deductible for tax purposes | 4,012 | 825 | 1,150 | |||||||||
Amortization of non-deductible goodwill | 26 | 2 | (14 | ) | ||||||||
State and local income taxes, net of federal income tax benefit | 2,438 | 3,231 | (3,099 | ) | ||||||||
Other differences, net | (364 | ) | (1,069 | ) | (79 | ) | ||||||
$ | 31,899 | 11,305 | (23,573 | ) | ||||||||
F-19
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
2005 | 2004 | |||||||
Current deferred tax assets: | ||||||||
Receivables, principally due to allowance for doubtful accounts | $ | 2,316 | 1,950 | |||||
Accrued liabilities not deducted for tax purposes | 1,609 | 2,396 | ||||||
Other | 3,203 | 2,553 | ||||||
Net current deferred tax asset | 7,128 | 6,899 | ||||||
Non-current deferred tax liabilities: | ||||||||
Plant and equipment, principally due to differences in depreciation | $ | (10,893 | ) | (5,845 | ) | |||
Intangibles, due to differences in amortizable lives | (244,712 | ) | (238,116 | ) | ||||
(255,605 | ) | (243,961 | ) | |||||
Non-current deferred tax assets: | �� | |||||||
Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes | 34,080 | 40,521 | ||||||
Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and deferred for financial reporting purposes | 931 | 941 | ||||||
Accrued liabilities not deducted for tax purposes | 3,232 | 2,579 | ||||||
Net operating loss carryforward | 69,955 | 88,540 | ||||||
Asset retirement obligation | 35,289 | 34,654 | ||||||
Tax credits | 3,319 | 0 | ||||||
Other, net | 1,103 | 486 | ||||||
Non-current deferred tax assets | 147,909 | 167,721 | ||||||
Net non-current deferred tax liability | $ | (107,696 | ) | (76,240 | ) | |||
(12) | Related Party Transactions |
F-20
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
F-21
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
(13) | Stockholders’ Equity |
(14) | Benefit Plans |
F-22
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
Dividend | Expected | Risk Free | Expected | |||||||||||||
Grant Year | Yield | Volatility | Interest Rate | Lives | ||||||||||||
2005 | 0 | % | 43 | % | 4 | % | 7 | |||||||||
2004 | 0 | % | 46 | % | 4 | % | 6 | |||||||||
2003 | 0 | % | 46 | % | 4 | % | 6 |
F-23
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
2005 | 2004 | 2003 | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
Average | Average | Average | ||||||||||||||||||||||
Exercise | Exercise | Exercise | ||||||||||||||||||||||
Shares | Price | Shares | Price | Shares | Price | |||||||||||||||||||
Outstanding, beginning of year | 4,347,267 | $ | 33.72 | 3,822,710 | $ | 30.27 | 4,067,365 | $ | 29.83 | |||||||||||||||
Granted | 177,296 | 41.87 | 1,416,000 | 37.77 | 117,500 | 31.55 | ||||||||||||||||||
Exercised | (552,781 | ) | 28.83 | (865,443 | ) | 25.03 | (298,105 | ) | 23.03 | |||||||||||||||
Canceled | (16,000 | ) | 34.00 | (26,000 | ) | 37.42 | (64,050 | ) | 38.06 | |||||||||||||||
Outstanding, end of year | 3,955,782 | $ | 34.76 | 4,347,267 | $ | 33.72 | 3,822,710 | $ | 30.27 | |||||||||||||||
Price for exercised shares | $ | 28.83 | $ | 25.03 | $ | 23.03 | ||||||||||||||||||
Shares available for grant, end of year | 1,767,213 | 1,927,759 | 1,317,759 | |||||||||||||||||||||
Weighted average fair value of options granted during the year | $ | 23.70 | $ | 18.48 | $ | 15.00 |
Weighted | ||||||||||||||||||||
Average | Weighted | Weighted | ||||||||||||||||||
Number | Remaining | Average | Number | Average | ||||||||||||||||
Outstanding at | Contractual | Exercise | Exercisable at | Exercise | ||||||||||||||||
Range of Exercise Prices | December 31, 2005 | Life | Price | December 31, 2005 | Price | |||||||||||||||
10.67 - 30.34 | 1,202,482 | 4.37 | 25.83 | 1,148,482 | 25.65 | |||||||||||||||
30.50 - 37.19 | 877,150 | 4.24 | 34.04 | 678,650 | 34.10 | |||||||||||||||
37.35 - 37.35 | 1,114,850 | 8.10 | 37.35 | 378,050 | 37.35 | |||||||||||||||
37.56 - 60.63 | 761,300 | 5.97 | 45.93 | 442,634 | 48.32 |
F-24
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
(15) | Commitment and Contingencies |
F-25
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
(16) | Summarized Financial Information of Subsidiaries |
(17) | Disclosures About Fair Value of Financial Instruments |
2005 | 2004 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
Long-term debt | $ | 1,573,538 | $ | 1,606,726 | $ | 1,587,424 | $ | 1,647,032 |
• | 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-26
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
(18) | Quarterly Financial Data (Unaudited) |
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 |
Year 2004 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 200,976 | $ | 226,915 | $ | 231,622 | $ | 223,997 | ||||||||
Net revenues less direct advertising expenses | 127,185 | 152,553 | 155,232 | 146,383 | ||||||||||||
Net income (loss) applicable to common stock | (3,724 | ) | 7,590 | 8,194 | 730 | |||||||||||
Net income (loss) per common share (basic and diluted) | (0.04 | ) | 0.07 | 0.08 | 0.01 |
(19) | New Accounting Pronouncements |
F-27
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
F-28
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) — (Continued)
F-29
Table of Contents
Lamar Advertising Company
Valuation and Qualifying Accounts
Years Ended December 31, 2005, 2004 and 2003
Balance at | Charged to | Balance | ||||||||||||||
Beginning | Costs and | at End | ||||||||||||||
of Period | Expenses | Deductions | of Period | |||||||||||||
(In thousands) | ||||||||||||||||
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 | |||||||||||
Year ended December 31, 2003 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 4,914 | 8,599 | 8,599 | 4,914 | |||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 674,356 | 125,706 | — | 800,062 |
F-30
Table of Contents
F-31
Table of Contents
F-32
Table of Contents
F-33
Table of Contents
2005 | 2004 | |||||||
(In thousands, except share and per share data) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 19,419 | $ | 44,201 | ||||
Receivables, net of allowance for doubtful accounts of $6,000 and $5,000 in 2005 and 2004 | 114,733 | 87,962 | ||||||
Prepaid expenses | 35,763 | 35,287 | ||||||
Deferred income tax assets (note 6) | 7,128 | 6,899 | ||||||
Other current assets | 10,189 | 8,121 | ||||||
Total current assets | 187,232 | 182,470 | ||||||
Property, plant and equipment | 2,191,443 | 2,077,379 | ||||||
Less accumulated depreciation and amortization | (902,138 | ) | (807,735 | ) | ||||
Net property, plant and equipment | 1,289,305 | 1,269,644 | ||||||
Goodwill (note 3) | 1,285,807 | 1,256,835 | ||||||
Intangible assets (note 3) | 896,328 | 919,791 | ||||||
Deferred financing costs net of accumulated amortization of $7,923 and $14,302 as of 2005 and 2004 respectively | 17,977 | 13,361 | ||||||
Other assets | 36,251 | 30,361 | ||||||
Total assets | $ | 3,712,900 | $ | 3,672,462 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 13,730 | $ | 10,412 | ||||
Current maturities of long-term debt (note 5) | 2,788 | 72,510 | ||||||
Accrued expenses (note 4) | 52,659 | 41,253 | ||||||
Deferred income | 14,945 | 14,669 | ||||||
Total current liabilities | 84,122 | 138,844 | ||||||
Long-term debt (note 5) | 1,573,538 | 1,299,924 | ||||||
Deferred income tax liabilities (note 6) | 138,642 | 103,598 | ||||||
Asset retirement obligation | 135,538 | 132,700 | ||||||
Other liabilities | 11,344 | 8,657 | ||||||
Total liabilities | 1,943,184 | 1,683,723 | ||||||
Stockholder’s equity: | ||||||||
Common stock, $.01 par value, authorized 3,000 shares; 100 shares issued and outstanding at 2005 and 2004 | — | — | ||||||
Additionalpaid-in-capital | 2,390,458 | 2,343,929 | ||||||
Accumulated deficit | (620,742 | ) | (355,190 | ) | ||||
Stockholder’s equity | 1,769,716 | 1,988,739 | ||||||
Total liabilities and stockholder’s equity | $ | 3,712,900 | $ | 3,672,462 | ||||
F-34
Table of Contents
2005 | 2004 | 2003 | ||||||||||
(In thousands) | ||||||||||||
Net revenues | $ | 1,021,656 | $ | 883,510 | $ | 810,139 | ||||||
Operating expenses (income): | ||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 353,139 | 302,157 | 292,017 | |||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 176,099 | 158,161 | 145,971 | |||||||||
Corporate expenses (exclusive of depreciation and amortization) | 36,163 | 29,795 | 25,229 | |||||||||
Depreciation and amortization | 290,089 | 294,056 | 284,947 | |||||||||
Gain on disposition of assets | (1,119 | ) | (1,067 | ) | (1,946 | ) | ||||||
854,371 | 783,102 | 746,218 | ||||||||||
Operating income | 167,285 | 100,408 | 63,921 | |||||||||
Other expense (income): | ||||||||||||
Loss on extinguishment of debt | 3,982 | — | 21,077 | |||||||||
Interest income | (1,511 | ) | (495 | ) | (502 | ) | ||||||
Interest expense | 81,856 | 64,920 | 77,852 | |||||||||
84,327 | 64,425 | 98,427 | ||||||||||
Income (loss) before income tax expense (benefit) and cumulative effect of a change in accounting principle | 82,958 | 35,983 | (34,506 | ) | ||||||||
Income tax expense (benefit) (note 6) | 35,488 | 11,764 | (12,338 | ) | ||||||||
Income (loss) before cumulative effect of a change in accounting principle | 47,470 | 24,219 | (22,168 | ) | ||||||||
Cumulative effect of a change in accounting principle, net of tax benefit of $25,727 | — | — | 40,240 | |||||||||
Net income (loss) | $ | 47,470 | $ | 24,219 | $ | (62,408 | ) | |||||
F-35
Table of Contents
Additional | ||||||||||||||||
Common | Paid-In | Accumulated | ||||||||||||||
Stock | Capital | Deficit | Total | |||||||||||||
(In thousands, except share and per share data) | ||||||||||||||||
Balance, December 31, 2002 | $ | — | 2,281,901 | (301,189 | ) | 1,980,712 | ||||||||||
Dividend to parent | — | — | (15,812 | ) | (15,812 | ) | ||||||||||
Contribution from parent | — | 52,050 | — | 52,050 | ||||||||||||
Net loss | — | — | (62,408 | ) | (62,408 | ) | ||||||||||
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 from 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 | ||||||||||
F-36
Table of Contents
2005 | 2004 | 2003 | ||||||||||
(In thousands) | ||||||||||||
Cash flows from operating activities: | ||||||||||||
Net income (loss) | $ | 47,470 | $ | 24,219 | $ | (62,408 | ) | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 287,212 | 294,056 | 284,947 | |||||||||
Amortization included in interest expense | 2,719 | 2,437 | 2,797 | |||||||||
Gain on disposition of assets | (1,119 | ) | (1,067 | ) | (1,946 | ) | ||||||
Loss on extinguishment of debt | 3,982 | — | 21,077 | |||||||||
Cumulative effect of a change in accounting principle | — | — | 40,240 | |||||||||
Deferred income tax expenses (benefit) | 27,440 | 8,207 | (12,296 | ) | ||||||||
Provision for doubtful accounts | 6,674 | 7,772 | 8,599 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase) decrease in: | ||||||||||||
Receivables | (24,915 | ) | (4,824 | ) | (6,217 | ) | ||||||
Prepaid expenses | (448 | ) | (2,509 | ) | (2,923 | ) | ||||||
Other assets | 919 | 14,400 | (7,461 | ) | ||||||||
Increase (decrease) in: | ||||||||||||
Trade accounts payable | 3,318 | 1,600 | (1,238 | ) | ||||||||
Accrued expenses | 3,107 | 1,682 | 11,431 | |||||||||
Other liabilities | 8,202 | (234 | ) | 254 | ||||||||
Cash flows provided by operating activities | 364,561 | 345,739 | 274,856 | |||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (120,114 | ) | (81,165 | ) | (78,275 | ) | ||||||
Acquisitions | (145,228 | ) | (189,540 | ) | (135,319 | ) | ||||||
Increase in notes receivable | (7,175 | ) | — | — | ||||||||
Proceeds from sale of property and equipment | 5,550 | 7,824 | 5,829 | |||||||||
Cash flows used in investing activities | (266,967 | ) | (262,881 | ) | (207,765 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Increase in notes payable | 287,500 | — | 128,038 | |||||||||
Deposits for debt extinguishment | — | — | 266,657 | |||||||||
Principal payments on long-term debt | (485,539 | ) | (44,928 | ) | (483,888 | ) | ||||||
Debt issuance costs | (5,315 | ) | (1,526 | ) | (9,899 | ) | ||||||
Net proceeds from note offerings and new notes payable | 394,000 | — | 24,188 | |||||||||
Dividends to parent | (313,022 | ) | — | — | ||||||||
Cash flows used in financing activities | (122,376 | ) | (46,454 | ) | (74,904 | ) | ||||||
Net increase (decrease) in cash and cash equivalents | (24,782 | ) | 36,404 | (7,813 | ) | |||||||
Cash and cash equivalents at beginning of period | 44,201 | 7,797 | 15,610 | |||||||||
Cash and cash equivalents at end of period | $ | 19,419 | $ | 44,201 | $ | 7,797 | ||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for interest | $ | 71,898 | $ | 65,747 | $ | 64,245 | ||||||
Cash paid for state and federal income taxes | $ | 3,365 | $ | 1,946 | $ | 825 | ||||||
F-37
Table of Contents
(1) | Significant Accounting Policies |
(a) | Nature of Business |
(b) | Principles of Consolidation |
(2) | Noncash Financing and Investing Activities |
2005 | 2004 | 2003 | ||||||||||
Parent company stock contributed for acquisitions | $ | 43,314 | 4,270 | 50,630 |
(3) | Goodwill and Other Intangible Assets |
Estimated | 2005 | 2004 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Amortizable Intangible Assets: | ||||||||||||||||||||
Customer lists and contracts | 7 - 10 | 425,739 | 344,125 | 410,368 | 298,108 | |||||||||||||||
Non-competition agreements | 3 - 15 | 59,618 | 53,437 | 58,179 | 51,284 | |||||||||||||||
Site locations | 15 | 1,195,581 | 391,926 | 1,108,318 | 313,776 | |||||||||||||||
Other | 5 - 15 | 13,002 | 8,124 | 13,235 | 7,141 | |||||||||||||||
1,693,940 | 797,612 | 1,590,100 | 670,309 | |||||||||||||||||
Unamortizable Intangible Assets: | ||||||||||||||||||||
Goodwill | $ | 1,538,573 | $ | 252,766 | $ | 1,509,601 | $ | 252,766 |
F-38
Table of Contents
Balance as of December 31, 2004 | $ | 1,509,601 | ||
Goodwill acquired during the year | 28,972 | |||
Impairment losses | — | |||
Balance as of December 31, 2005 | $ | 1,538,573 | ||
(4) | Accrued Expenses |
2005 | 2004 | |||||||
Payroll | $ | 11,889 | 12,894 | |||||
Interest | 25,840 | 18,601 | ||||||
Other | 14,930 | 9,758 | ||||||
$ | 52,659 | 41,253 | ||||||
(5) | Long-term Debt |
2005 | 2004 | |||||||
71/4% Senior subordinated notes | $ | 388,628 | 389,020 | |||||
Mirror note to parent | 287,500 | — | ||||||
Bank Credit Agreement | 495,000 | 975,000 | ||||||
8% Unsecured subordinated notes | 1,333 | 3,333 | ||||||
65/8% Senior subordinated notes | 400,000 | — | ||||||
Other notes with various rates and terms | 3,865 | 5,081 | ||||||
1,576,326 | 1,372,434 | |||||||
Less current maturities | (2,788 | ) | (72,510 | ) | ||||
Long-term debt excluding current maturities | $ | 1,573,538 | 1,299,924 | |||||
2006 | $ | 2,788 | ||
2007 | 6,098 | |||
2008 | 21,154 | |||
2009 | 31,021 | |||
2010 | 348,386 | |||
Later years | 1,166,879 |
F-39
Table of Contents
(6) | Income Taxes |
Current | Deferred | Total | ||||||||||
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 | |||||||||
Year ended December 31, 2003: | ||||||||||||
U.S. federal | $ | — | (10,492 | ) | (10,492 | ) | ||||||
State and local | (42 | ) | (2,469 | ) | (2,511 | ) | ||||||
Foreign | — | 665 | 665 | |||||||||
$ | (42 | ) | (12,296 | ) | (12,338 | ) | ||||||
2005 | 2004 | 2003 | ||||||||||
Computed expected tax expense (benefit) | $ | 29,035 | 12,234 | (11,732 | ) | |||||||
Increase (reduction) in income taxes resulting from: | ||||||||||||
Book expenses not deductible for tax purposes | 4,012 | 825 | 1,149 | |||||||||
Amortization of non-deductible goodwill | 24 | (3 | ) | (19 | ) | |||||||
State and local income taxes, net of federal income tax benefit | 2,427 | (223 | ) | (1,657 | ) | |||||||
Other differences, net | (10 | ) | (1,069 | ) | (79 | ) | ||||||
$ | 35,488 | 11,764 | (12,338 | ) | ||||||||
F-40
Table of Contents
2005 | 2004 | |||||||
Current deferred tax assets: | ||||||||
Receivables, principally due to allowance for doubtful accounts | $ | 2,316 | $ | 1,950 | ||||
Accrued liabilities not deducted for tax purposes | 1,609 | 2,396 | ||||||
Other | 3,203 | 2,553 | ||||||
Net current deferred tax asset | 7,128 | 6,899 | ||||||
Non-current deferred tax liabilities: | ||||||||
Plant and equipment, principally due to differences in depreciation | (10,893 | ) | (5,845 | ) | ||||
Intangibles, due to differences in amortizable lives | (244,127 | ) | (237,617 | ) | ||||
(255,020 | ) | (243,462 | ) | |||||
Non-current deferred tax assets: | ||||||||
Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes | 34,080 | 40,521 | ||||||
Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and deferred for financial reporting purposes | 931 | 941 | ||||||
Accrued liabilities not deducted for tax purposes | 3,232 | 2,579 | ||||||
Net operating loss carryforward | 38,424 | 61,143 | ||||||
Asset retirement obligation | 35,289 | 34,654 | ||||||
Other, net | 4,422 | 26 | ||||||
116,378 | 139,864 | |||||||
Net non-current deferred tax liability | $ | (138,642 | ) | $ | (103,598 | ) | ||
(7) | Related Party Transactions |
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Table of Contents
(8) | Quarterly Financial Data (Unaudited) |
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 | 6,843 | 20,734 | 13,916 | 5,977 |
Year 2004 Quarters | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenues | $ | 200,976 | $ | 226,915 | $ | 231,622 | $ | 223,997 | ||||||||
Net revenues less direct advertising expenses | 127,185 | 152,553 | 155,232 | 146,383 | ||||||||||||
Net (loss) income applicable to common stock | (2,051 | ) | 9,463 | 10,188 | 6,619 |
F-42
Table of Contents
Valuation and Qualifying Accounts
Years Ended December 31, 2005, 2004 and 2003
Balance at | Charged to | Balance | ||||||||||||||
Beginning of | Costs and | at End | ||||||||||||||
Period | Expenses | Deductions | of Period | |||||||||||||
(In thousands) | ||||||||||||||||
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 | |||||||||||
Year Ended December 31, 2003 | ||||||||||||||||
Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts | $ | 4,914 | 8,599 | 8,599 | 4,914 | |||||||||||
Deducted in balance sheet from intangible assets: Amortization of intangible assets | $ | 672,889 | 126,287 | — | 799,176 |
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Table of Contents
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
(Unaudited) | ||||||||
(In thousands, except share and per share data) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 5,446 | $ | 19,419 | ||||
Receivables, net of allowance for doubtful accounts of $6,737 and $6,000 in 2006 and 2005, respectively | 126,258 | 114,733 | ||||||
Prepaid expenses | 54,250 | 35,763 | ||||||
Deferred income tax assets | 45,126 | 7,128 | ||||||
Other current assets | 17,016 | 10,232 | ||||||
Total current assets | 248,096 | 187,275 | ||||||
Property, plant and equipment | 2,303,986 | 2,191,443 | ||||||
Less accumulated depreciation and amortization | (960,029 | ) | (902,138 | ) | ||||
Net property, plant and equipment | 1,343,957 | 1,289,305 | ||||||
Goodwill | 1,323,745 | 1,295,050 | ||||||
Intangible assets | 884,964 | 896,943 | ||||||
Deferred financing costs net of accumulated amortization of $24,778 and $22,350 in 2006 and 2005, respectively | 24,183 | 26,549 | ||||||
Other assets | 35,574 | 41,957 | ||||||
Total assets | $ | 3,860,519 | $ | 3,737,079 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 16,132 | $ | 13,730 | ||||
Current maturities of long-term debt | 1,555 | 2,788 | ||||||
Accrued expenses | 68,788 | 61,996 | ||||||
Deferred income | 13,720 | 14,945 | ||||||
Total current liabilities | 100,195 | 93,459 | ||||||
Long-term debt | 1,795,970 | 1,573,538 | ||||||
Deferred income tax liabilities | 151,436 | 107,696 | ||||||
Asset retirement obligation | 138,635 | 135,538 | ||||||
Other liabilities | 10,257 | 9,366 | ||||||
Total liabilities | 2,196,493 | 1,919,597 | ||||||
Stockholders’ equity: | ||||||||
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, 91,194,915 and 90,409,282 shares issued and outstanding at 2006 and 2005, respectively | 91 | 90 | ||||||
Class B common stock, par value $.001, 37,500,000 shares authorized, 15,647,865 and 15,672,527 shares issued and outstanding at 2006 and 2005, respectively | 16 | 16 | ||||||
Additional paid-in capital | 2,226,415 | 2,196,691 | ||||||
Accumulated deficit | (334,063 | ) | (353,793 | ) | ||||
Cost of shares held in treasury, 4,445,500 and 544,770 shares in 2006 and 2005, respectively | (228,433 | ) | (25,522 | ) | ||||
Stockholders’ equity | 1,664,026 | 1,817,482 | ||||||
Total liabilities and stockholders’ equity | $ | 3,860,519 | $ | 3,737,079 | ||||
F-44
Table of Contents
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(Unaudited) | ||||||||||||||||
(In thousands, except share and per share data) | ||||||||||||||||
Net revenues | $ | 287,577 | $ | 264,743 | $ | 540,910 | $ | 497,572 | ||||||||
Operating expenses (income) | ||||||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 96,415 | 86,744 | 191,624 | 171,220 | ||||||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 47,425 | 43,569 | 95,236 | 86,324 | ||||||||||||
Corporate expenses (exclusive of depreciation and amortization) | 11,209 | 9,074 | 22,689 | 18,263 | ||||||||||||
Depreciation and amortization | 74,089 | 71,916 | 147,267 | 141,154 | ||||||||||||
Gain on disposition of assets | (712 | ) | (485 | ) | (2,390 | ) | (2,443 | ) | ||||||||
228,426 | 210,818 | 454,426 | 414,518 | |||||||||||||
Operating income | 59,151 | 53,925 | 86,484 | 83,054 | ||||||||||||
Other expense (income) | ||||||||||||||||
Interest income | (378 | ) | (263 | ) | (605 | ) | (715 | ) | ||||||||
Interest expense | 27,126 | 21,757 | 51,969 | 42,619 | ||||||||||||
26,748 | 21,494 | 51,364 | 41,904 | |||||||||||||
Income before income tax expense | 32,403 | 32,431 | 35,120 | 41,150 | ||||||||||||
Income tax expense | 14,031 | 13,687 | 15,208 | 17,371 | ||||||||||||
Net income | 18,372 | 18,744 | 19,912 | 23,779 | ||||||||||||
Preferred stock dividends | 91 | 91 | 182 | 182 | ||||||||||||
Net income applicable to common stock | $ | 18,281 | $ | 18,653 | $ | 19,730 | $ | 23,597 | ||||||||
Earnings per share: | ||||||||||||||||
Basic earnings per share | $ | 0.18 | $ | 0.18 | $ | 0.19 | $ | 0.22 | ||||||||
Diluted earnings per share | $ | 0.18 | $ | 0.18 | $ | 0.19 | $ | 0.22 | ||||||||
Weighted average common shares used in computing earnings per share: | ||||||||||||||||
Weighted average common shares outstanding | 103,277,889 | 105,565,241 | 104,138,905 | 105,410,772 | ||||||||||||
Incremental common shares from dilutive stock options and warrants | 1,070,189 | 465,930 | 962,251 | 473,301 | ||||||||||||
Incremental common shares from convertible debt | — | — | — | — | ||||||||||||
Weighted average common shares diluted | 104,348,078 | 106,031,171 | 105,101,156 | 105,884,073 | ||||||||||||
F-45
Table of Contents
Six Months Ended | ||||||||
June 30, | ||||||||
2006 | 2005 | |||||||
(Unaudited) | ||||||||
(In thousands) | ||||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 19,912 | $ | 23,779 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 147,267 | 141,154 | ||||||
Non-cash equity based compensation | 5,910 | — | ||||||
Amortization included in interest expense | 2,428 | 2,665 | ||||||
Gain on disposition of assets | (2,390 | ) | (2,443 | ) | ||||
Deferred tax expense | 5,743 | 14,846 | ||||||
Provision for doubtful accounts | 2,488 | 3,358 | ||||||
Changes in operating assets and liabilities: | ||||||||
(Increase) decrease in: | ||||||||
Receivables | (12,600 | ) | (24,115 | ) | ||||
Prepaid expenses | (18,747 | ) | (14,895 | ) | ||||
Other assets | 4,544 | (2,393 | ) | |||||
Increase (decrease) in: | ||||||||
Trade accounts payable | 2,401 | 2,543 | ||||||
Accrued expenses | 1,195 | (10,477 | ) | |||||
Other liabilities | (1,271 | ) | (4,684 | ) | ||||
Net cash provided by operating activities | 156,880 | 129,338 | ||||||
Cash flows from investing activities: | ||||||||
Acquisitions | (105,958 | ) | (70,892 | ) | ||||
Capital expenditures | (113,753 | ) | (51,026 | ) | ||||
Proceeds from disposition of assets | 2,824 | 1,579 | ||||||
Increase in notes receivable | (3,681 | ) | (3,800 | ) | ||||
Net cash used in investing activities | (220,568 | ) | (124,139 | ) | ||||
Cash flows from financing activities: | ||||||||
Cash used for purchase of treasury stock | (194,911 | ) | — | |||||
Net proceeds from issuance of common stock | 23,609 | 8,376 | ||||||
Increase in notes payable | 223,050 | — | ||||||
Principal payments on long-term debt | (1,851 | ) | (38,505 | ) | ||||
Dividends | (182 | ) | (182 | ) | ||||
Net cash provided by (used in) financing activities | 49,715 | (30,311 | ) | |||||
Net decrease in cash and cash equivalents | (13,973 | ) | (25,112 | ) | ||||
Cash and cash equivalents at beginning of period | 19,419 | 44,201 | ||||||
Cash and cash equivalents at end of period | $ | 5,446 | $ | 19,089 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | $ | 46,152 | $ | 39,586 | ||||
Cash paid for foreign, state and federal income taxes | $ | 7,260 | $ | 1,716 | ||||
Common stock issuance related to acquisitions | $ | — | $ | 43,314 | ||||
F-46
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
1. | Significant Accounting Policies |
F-47
Table of Contents
Six Months | ||||
Ended | ||||
June 30, 2006 | ||||
Stock-based compensation expense: | ||||
Issuances under employee stock purchase plan | $ | 409 | ||
Employee stock options | 3,040 | |||
Reserved for performance-based stock awards | 2,461 | |||
Income tax benefit | (1,065 | ) | ||
Net decrease in net income | $ | 4,845 | ||
Decrease in earnings per common share: | ||||
Basic | $ | 0.05 | ||
Diluted | $ | 0.05 |
Three Months Ended | Six Months Ended | |||||||
June 30, | June 30, | |||||||
2005 | 2005 | |||||||
Net income applicable to common stock, as reported | $ | 18,653 | $ | 23,597 | ||||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | (1,268 | ) | (2,767 | ) | ||||
Pro forma net income applicable to common stock | 17,385 | 20,830 | ||||||
Net income per common share — basic and diluted | ||||||||
Net income, as reported | $ | 0.18 | $ | 0.22 | ||||
Net income, pro forma | $ | 0.16 | $ | 0.20 |
2. | Stock-Based Compensation |
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Table of Contents
Expected term (years) | ||||
5 Year cliff vest | 7.3 | |||
4 Year graded vest | 5.05 | |||
Volatility | 29.9 | % | ||
Risk-free interest rate | 4.9 | % | ||
Dividend yield | 0 | % |
(1) | Option class established upon adoption of SFAS 123(R) at January 1, 2006. |
F-49
Table of Contents
Weighted | ||||||||||||||||
Weighted | Average | Aggregate | ||||||||||||||
Average | Remaining | Intrinsic | ||||||||||||||
Exercise | Contractual | Value | ||||||||||||||
Shares | Price | Life (Years) | (000’s) | |||||||||||||
Outstanding at January 1, 2006 | 3,937,782 | $ | 34.72 | |||||||||||||
Granted | 58,500 | 50.52 | ||||||||||||||
Exercised | (715,806 | ) | 30.79 | |||||||||||||
Forfeited | (19,000 | ) | 41.13 | |||||||||||||
Outstanding at June 30, 2006 | 3,261,476 | 35.83 | 5.51 | $ | 59,463 | |||||||||||
Exercisable at June 30, 2006 | 2,263,276 | 34.66 | 4.59 | $ | 44,100 |
Weighted | ||||||||
Average | ||||||||
Grant | ||||||||
Date Fair | ||||||||
Value | ||||||||
Shares | per Share | |||||||
Non-vested as of January 1, 2006 | 1,289,966 | $ | 19.84 | |||||
Vested | (331,266 | ) | 19.36 | |||||
Granted | 58,500 | 22.28 | ||||||
Forfeited | (19,000 | ) | 22.58 | |||||
Non-vested as of June 30, 2006 | 998,200 | $ | 20.06 | |||||
Shares | ||||
Available for future purchases, January 1, 2006 | 548,560 | |||
Purchases | (45,164 | ) | ||
Available for future purchases, June 30, 2006 | 503,396 | |||
F-50
Table of Contents
3. | Acquisitions |
Total | ||||
Current assets | $ | 3,568 | ||
Property, plant and equipment | 21,999 | |||
Goodwill | 28,695 | |||
Site locations | 39,356 | |||
Non-competition agreements | 279 | |||
Customer lists and contracts | 11,951 | |||
Other assets | 110 | |||
$ | 105,958 | |||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Pro forma net revenues | $ | 288,237 | $ | 269,968 | $ | 544,099 | $ | 509,903 | ||||||||
Pro forma net income applicable to common stock | $ | 17,975 | $ | 18,162 | $ | 19,188 | $ | 22,400 | ||||||||
Pro forma net income per common share —basic | $ | 0.17 | $ | 0.17 | $ | 0.18 | $ | 0.21 | ||||||||
Pro forma net income per common share — diluted | $ | 0.17 | $ | 0.17 | $ | 0.18 | $ | 0.21 | ||||||||
F-51
Table of Contents
4. | Depreciation and Amortization |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Direct advertising expenses | $ | 70,142 | $ | 68,739 | $ | 140,147 | $ | 134,912 | ||||||||
General and administrative expenses | 1,686 | 1,924 | 3,300 | 3,547 | ||||||||||||
Corporate expenses | 2,261 | 1,253 | 3,820 | 2,695 | ||||||||||||
$ | 74,089 | $ | 71,916 | $ | 147,267 | $ | 141,154 | |||||||||
5. | Goodwill and Other Intangible Assets |
Estimated | June 30, 2006 | December 31, 2005 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Customer lists and contracts | 7 -10 | $ | 437,690 | $ | 365,003 | $ | 425,739 | $ | 344,125 | |||||||||||
Non-competition agreements | 3 -15 | 59,897 | 54,469 | 59,618 | 53,437 | |||||||||||||||
Site locations | 15 | 1,234,937 | 432,507 | 1,195,581 | 391,926 | |||||||||||||||
Other | 5 - 15 | 13,600 | 9,181 | 13,600 | 8,107 | |||||||||||||||
1,746,124 | 861,160 | 1,694,538 | 797,595 | |||||||||||||||||
Unamortizable Intangible Assets: | ||||||||||||||||||||
Goodwill | $ | 1,577,380 | $ | 253,635 | $ | 1,548,685 | $ | 253,635 |
Balance as of December 31, 2005 | $ | 1,548,685 | ||
Goodwill acquired during the six months ended June 30, 2006 | 28,695 | |||
Balance as of June 30, 2006 | $ | 1,577,380 | ||
6. | Asset Retirement Obligations |
Balance at December 31, 2005 | $ | 135,538 | ||
Additions to asset retirement obligations | 557 | |||
Accretion expense | 4,428 | |||
Liabilities settled | ( 1,888 | ) | ||
Balance at June 30, 2006 | $ | 138,635 | ||
F-52
Table of Contents
7. | Long Term Debt |
8. | Summarized Financial Information of Subsidiaries |
9. | Earnings Per Share |
F-53
Table of Contents
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
(Unaudited) | ||||||||
(In thousands, | ||||||||
except share data) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 5,446 | $ | 19,419 | ||||
Receivables, net of allowance for doubtful accounts of $6,737 and $6,000 in 2006 and 2005, respectively | 126,258 | 114,733 | ||||||
Prepaid expenses | 54,250 | 35,763 | ||||||
Deferred income tax assets | 13,224 | 7,128 | ||||||
Other current assets | 16,810 | 10,189 | ||||||
Total current assets | 215,988 | 187,232 | ||||||
Property, plant and equipment | 2,303,986 | 2,191,443 | ||||||
Less accumulated depreciation and amortization | (960,029 | ) | (902,138 | ) | ||||
Net property, plant and equipment | 1,343,957 | 1,289,305 | ||||||
Goodwill | 1,314,039 | 1,285,807 | ||||||
Intangible assets | 884,366 | 896,328 | ||||||
Deferred financing costs, net of accumulated amortization of $14,186 and $7,923 in 2006 and 2005, respectively | 17,586 | 17,977 | ||||||
Other assets | 33,330 | 36,251 | ||||||
Total assets | $ | 3,809,266 | $ | 3,712,900 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 16,132 | $ | 13,730 | ||||
Current maturities of long-term debt | 1,555 | 2,788 | ||||||
Accrued expenses | 59,137 | 52,659 | ||||||
Deferred income | 13,720 | 14,945 | ||||||
Total current liabilities | 90,544 | 84,122 | ||||||
Long-term debt | 1,795,970 | 1,573,538 | ||||||
Deferred income tax liabilities | 150,644 | 138,642 | ||||||
Asset retirement obligation | 138,635 | 135,538 | ||||||
Other liabilities | 47,208 | 11,344 | ||||||
Total liabilities | 2,223,001 | 1,943,184 | ||||||
Stockholder’s equity: | ||||||||
Common stock, par value $.01, 3,000 shares authorized, 100 shares issued and outstanding at 2006 and 2005 | — | — | ||||||
Additionalpaid-in-capital | 2,389,182 | 2,390,458 | ||||||
Accumulated deficit | (802,917 | ) | (620,742 | ) | ||||
Stockholder’s equity | 1,586,265 | 1,769,716 | ||||||
Total liabilities and stockholder’s equity | $ | 3,809,266 | $ | 3,712,900 | ||||
F-54
Table of Contents
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(Unaudited) | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net revenues | $ | 287,577 | $ | 264,743 | $ | 540,910 | $ | 497,572 | ||||||||
Operating expenses (income) | ||||||||||||||||
Direct advertising expenses (exclusive of depreciation and amortization) | 96,415 | 86,744 | 191,624 | 171,220 | ||||||||||||
General and administrative expenses (exclusive of depreciation and amortization) | 47,425 | 43,569 | 95,236 | 86,324 | ||||||||||||
Corporate expenses (exclusive of depreciation and amortization) | 11,086 | 8,958 | 22,436 | 18,031 | ||||||||||||
Depreciation and amortization | 74,089 | 71,916 | 147,267 | 141,154 | ||||||||||||
Gain on disposition of assets | (712 | ) | (485 | ) | (2,390 | ) | (2,443 | ) | ||||||||
228,303 | 210,702 | 454,173 | 414,286 | |||||||||||||
Operating income | 59,274 | 54,041 | 86,737 | 83,286 | ||||||||||||
Other expense (income) | ||||||||||||||||
Interest income | (378 | ) | (263 | ) | (605 | ) | (715 | ) | ||||||||
Interest expense | 26,611 | 18,966 | 50,938 | 37,039 | ||||||||||||
26,233 | 18,703 | 50,333 | 36,324 | |||||||||||||
Income before income tax expense | 33,041 | 35,338 | 36,404 | 46,962 | ||||||||||||
Income tax expense | 14,210 | 14,604 | 15,668 | 19,385 | ||||||||||||
Net income | $ | 18,831 | $ | 20,734 | $ | 20,736 | $ | 27,577 | ||||||||
F-55
Table of Contents
Six Months Ended | ||||||||
June 30, | ||||||||
2006 | 2005 | |||||||
(Unaudited) | ||||||||
(In thousands) | ||||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 20,736 | $ | 27,577 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 147,267 | 141,154 | ||||||
Non-cash equity based compensation | 5,910 | — | ||||||
Amortization included in interest expense | 1,396 | 1,219 | ||||||
Gain on disposition of assets | (2,390 | ) | (2,443 | ) | ||||
Deferred tax expense | 5,906 | 16,859 | ||||||
Provision for doubtful accounts | 2,488 | 3,358 | ||||||
Changes in operating assets and liabilities: | ||||||||
(Increase) decrease in: | ||||||||
Receivables | (12,600 | ) | (24,115 | ) | ||||
Prepaid expenses | (18,747 | ) | (14,895 | ) | ||||
Other assets | 1,246 | 1,040 | ||||||
Increase (decrease) in: | ||||||||
Trade accounts payable | 2,401 | 2,543 | ||||||
Accrued expenses | 883 | (10,522 | ) | |||||
Other liabilities | 26,308 | (4,684 | ) | |||||
Net cash provided by operating activities | 180,804 | 137,091 | ||||||
Cash flows from investing activities: | ||||||||
Acquisitions | (105,958 | ) | (70,892 | ) | ||||
Capital expenditures | (114,250 | ) | (50,585 | ) | ||||
Proceeds from disposition of assets | 2,824 | 1,579 | ||||||
Increase in notes receivable | (3,681 | ) | (3,800 | ) | ||||
Net cash used in investing activities | (221,065 | ) | (123,698 | ) | ||||
Cash flows from financing activities: | ||||||||
Principal payments on long-term debt | (1,851 | ) | (38,505 | ) | ||||
Increase in notes payable | 223,050 | — | ||||||
Dividend to parent | (194,911 | ) | — | |||||
Net cash provided by (used in) financing activities | 26,288 | (38,505 | ) | |||||
Net decrease in cash and cash equivalents | (13,973 | ) | (25,112 | ) | ||||
Cash and cash equivalents at beginning of period | 19,419 | 44,201 | ||||||
Cash and cash equivalents at end of period | $ | 5,446 | $ | 19,089 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | $ | 46,152 | $ | 35,453 | ||||
Cash paid for foreign, state and federal income taxes | $ | 7,260 | $ | 1,716 | ||||
Parent company stock issued related to acquisitions | $ | — | $ | 43,314 | ||||
F-56
Table of Contents
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
1. | Significant Accounting Policies |
F-57
Table of Contents
Table of Contents
Item 20. | Indemnification of officers and directors. |
Item 21. | Exhibits and financial statement schedules. |
Item 22. | Undertakings. |
II-1
Table of Contents
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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 |
II-3
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-5
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-6
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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-7
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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-8
Table of Contents
By: | /s/ 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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 |
II-9
Table of Contents
Signature | Title | Date | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-10
Table of Contents
By: | LAMAR MEDIA CORP., its Managing Member | |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR MEDIA CORP. | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-11
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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-12
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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-13
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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-14
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-15
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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-16
Table of Contents
By: | LAMAR ADVANTAGE GP COMPANY, LLC, |
By: | LAMAR CENTRAL OUDOOR, LLC, |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR ADVANTAGE GP COMPANY, LLC | General Partner** | October 20, 2006 | ||||
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 |
II-17
Table of Contents
Signature | Title | Date | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | 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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-19
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-20
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, LLC | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | 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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-22
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-23
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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-24
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-25
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-26
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-27
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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-28
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-29
Table of Contents
By: | LAMAR MEDIA CORP. |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
LAMAR MEDIA CORP. | Sole and Managing Member** | October 20, 2006 | ||||
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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Managing Member | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-30
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-31
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-32
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-33
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-34
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-35
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-36
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-37
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-38
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-39
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-40
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-41
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** | October 20, 2006 | ||||
By: /s/ Sean Reilly Name: Sean Reilly Title: President | ||||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer of Managing Member | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-42
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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
II-43
Table of Contents
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
II-44
Table of Contents
By: | LAMAR TEXAS GENERAL PARTNER, INC., |
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
LAMAR TEXAS GENERAL PARTNER, INC. | General Partner** | October 20, 2006 | ||||
By: /s/ Sean Reilly Name: Sean Reilly Title: President | ||||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer of General Partner | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of General Partner | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of General Partner | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of General Partner | October 20, 2006 |
** | The Registrant has no directors or managers. |
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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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
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By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | 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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
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By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | 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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | 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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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By: | LAMAR OBIE CORPORATION | |
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
LAMAR OBIE CORPORATION | Sole and Managing Member** | October 20, 2006 | ||||
By: /s/ Sean Reilly Name: Sean Reilly Title: President | ||||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer of Managing Member | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | October 20, 2006 |
** | 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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
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By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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By: | OUTDOOR MARKETING SYSTEMS, INC., |
By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
OUTDOOR MARKETING SYSTEMS, INC. | Sole and Managing Member** | October 20, 2006 | ||||
By: /s/ Sean Reilly Name: Sean Reilly Title: President | ||||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer of Managing Member | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial And Accounting Officer of Managing Member | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | October 20, 2006 |
** | The Registrant has no directors or managers. |
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By: | TRIUMPH OUTDOOR HOLDINGS, LLC, |
By: | LAMAR CENTRAL OUTDOOR, LLC, |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
TRIUMPH OUTDOOR HOLDINGS, LLC | Sole and Managing Member** | October 20, 2006 | ||||
By: LAMAR CENTRAL OUTDOOR, LLC, its Managing Member | ||||||
By: LAMAR MEDIA CORP., its Managing Member | ||||||
By: /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President |
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Signature | Title | Date | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
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By: | /s/ Sean Reilly |
Signature | Title | Date | ||||
/s/ Sean Reilly Sean Reilly | Director and Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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By: | OKLAHOMA LOGOS, L.L.C., |
By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
OKLAHOMA LOGOS, L.L.C. | General Partner** | October 20, 2006 | ||||
By: | INTERSTATE LOGOS, L.L.C. its Managing Member | |||||
By: | LAMAR MEDIA CORP. its Managing Member | |||||
By: | /s/ Kevin P. Reilly, Jr. Name: Kevin P. Reilly, Jr. Title: President | |||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director and Principal Executive Officer of Lamar Media Corp. | October 20, 2006 |
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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. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | 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** | October 20, 2006 | ||||
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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Managing Member | October 20, 2006 |
** | 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** | October 20, 2006 | ||||
By: | /s/ Brent McCoy Name: Brent McCoy Title: President | |||||
/s/ Brent McCoy Brent McCoy | Principal Executive Officer of Managing Member | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Managing Member | October 20, 2006 |
** | 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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 |
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By: | /s/ Brent McCoy |
Signature | Title | Date | ||||
/s/ Brent McCoy Brent McCoy | Principal Executive Officer | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 |
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By: | TLC PROPERTIES, INC. |
By: | /s/ Brent McCoy |
Signature | Title | Date | ||||
TLC PROPERTIES, INC. | Sole and Managing Member** | October 20, 2006 | ||||
By: | /s/ Brent McCoy Name: Brent McCoy Title: President | |||||
/s/ Brent McCoy Brent McCoy | Principal Executive Officer of Managing Member | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Managing Member | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Managing Member | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director of Managing Member | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Managing Member | October 20, 2006 |
** | 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** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
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By: | TRIUMPH OUTDOOR HOLDINGS, LLC, |
By: | LAMAR CENTRAL OUTDOOR, LLC, |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
TRIUMPH OUTDOOR HOLDINGS, LLC | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 |
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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. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | 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 | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director | October 20, 2006 | ||||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | October 20, 2006 |
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By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
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By: | INTERSTATE LOGOS, L.L.C., |
By: | LAMAR MEDIA CORP., |
By: | /s/ Kevin P. Reilly, Jr. |
Signature | Title | Date | ||||
INTERSTATE LOGOS, L.L.C. | Sole and Managing Member** | October 20, 2006 | ||||
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. | October 20, 2006 | ||||
/s/ Keith A. Istre Keith A. Istre | Director and Principal Financial and Accounting Officer of Lamar Media Corp. | October 20, 2006 | ||||
/s/ T. Everett Stewart, Jr. T. Everett Stewart, Jr. | Director of Lamar Media Corp. | October 20, 2006 | ||||
/s/ Sean Reilly Sean Reilly | Director of Lamar Media Corp. | October 20, 2006 |
** | The Registrant has no directors or managers. |
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Exhibit | ||||
Number | Description | |||
3 | .1 | Amended and Restated Certificate of Incorporation of Lamar Media. Filed as Exhibit 3.1 to Lamar Media’s Registration Statement onForm S-1/A (FileNo. 333-05479) filed on July 31, 1996, and incorporated herein by reference. | ||
3 | .2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Lamar Media. Previously filed as Exhibit 3.2 to Lamar Media’s Annual Report onForm 10-K for fiscal year ended December 31, 1997 (FileNo. 1-12407) filed on March 30, 1998, and incorporated herein by reference. | ||
3 | .3 | Amendment to Amended and Restated Certificate of Incorporation of Lamar Media, as set forth in the Agreement and Plan of Merger dated as of July 20, 1999 among Lamar Media Corp., Lamar New Holding Co., and Lamar Holdings Merge Co., Previously filed as Exhibit 2.1 to the Company’s Current Report onForm 8-K filed on July 22, 1999 (File 0-30242), and incorporated herein by reference. | ||
3 | .4 | 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. 1-12407) filed on November 12, 1999, and incorporated herein by reference. | ||
4 | .1 | Indenture dated as of September 24, 1986 relating to the Company’s 8% Unsecured Subordinated Debentures. Previously filed as Exhibit 10.3 to the Company’s Registration Statement onForm S-1 (FileNo. 33-59624), and incorporated herein by reference. | ||
4 | .2 | 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. | ||
4 | .3 | 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 | .4 | 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 | .5 | 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 | .6 | 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 | .7 | 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. | ||
4 | .8 | First Supplemental Indenture dated as of June 16, 2003 between Lamar Media and Wachovia Bank of Delaware, National Association, as Trustee. 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 | .9 | 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 the Company’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 | .10 | 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 the Company’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. |
Table of Contents
Exhibit | ||||
Number | Description | |||
4 | .11 | 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 the Company’s Current Report onForm 8-K (FileNo. 0-30242) filed on August 18, 2005, and incorporated herein by reference. | ||
4 | .12 | Form of Exchange Note. Previously filed as an exhibit to 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, which was previously filed as Exhibit 4.1 to the Company’s Current Report onForm 8-KForm 8-K (1-12407) filed on August 18, 2005, and incorporated herein by reference. | ||
4 | .13 | Release of Guaranty under the Indenture dated as of December 3, 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 | .14 | 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. | ||
4 | .15 | 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 the Company’s Current Report onForm 8-K (FileNo. 0-30242) filed on August 18, 2006, and incorporated herein by reference. | ||
5 | .1 | Opinion of Edwards Angell Palmer & Dodge LLP. Filed herewith. | ||
5 | .2 | Opinion of Kean, Miller, Hawthorne, D’Armond, McCowan & Jorman L.L.P. Filed herewith. | ||
10 | .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 | .2 | 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 | .3 | 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 the Company’s Quarterly Report onForm 10-Q for the period ended March 31, 2004 (FileNo. 0-30242) filed on May 10, 2004, and incorporated by reference. | ||
10 | .4 | 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 the Company’s Quarterly Report onForm 10-Q for the period ended March 31, 2004 (FileNo. 0-30242) filed on May 10, 2004, and incorporated by reference. | ||
10 | .5 | 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 the Company’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 | .6 | Tranche D Term Loan Agreement dated as of 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 the Company’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. |
Table of Contents
Exhibit | ||||
Number | Description | |||
10 | .7 | 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 the Company’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 | .8* | Lamar Advertising Company Non-Management Director Compensation Plan. Previously filed as Exhibit 10.3 to the Company’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 | .9 | Joinder Agreement to Credit Agreement dated as of March 7, 2003 among Lamar Media Corp., the Subsidiary Guarantors party thereto, the Lenders parties thereto, and JPMorgan Chase Bank, as Administrative Agent, by Lamar Central Outdoor, LLC, dated as of May 13, 2005. Previously filed as Exhibit 10.20 to Lamar Media’s Registration Statement onForm S-4 (FileNo. 1-12407) filed on October 10, 2005, and incorporated herein by reference. | ||
10 | .10 | 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 the Company’s Current Report onForm 8-K (FileNo. 0-30242) filed on September 30, 2005, and incorporated herein by reference. | ||
10 | .11* | Lamar Deferred Compensation Plan, as adopted on December 8, 2005. Previously filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K (FileNo. 0-30242) filed on December 14, 2005 and incorporated herein by reference. | ||
10 | .12* | Form of Trust Agreement for the Lamar Deferred Compensation Plan. Previously filed as Exhibit 10.2 to the Company’s Current Report onForm 8-K (FileNo. 0-30242) filed on December 14, 2005, and incorporated herein by reference. | ||
10 | .13 | 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 the Company. Previously filed as Exhibit 10.15 of the Company’s onForm 10-K (FileNo. 0-30242) filed on March 15, 2006, and incorporated herein by reference. | ||
10 | .14 | 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. | ||
10 | .15 | Registration Rights Agreement dated as of August 17, 2006 between Lamar Media, he Guarantors named therein and the Initial Purchasers named therein. Previously filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K (FileNo. 0-30242) filed on August 18, 2005, and incorporated herein by reference. | ||
10 | .16 | 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 the Company’s Current Report onForm 8-K (fileNo. 0-30242) filed on October 6, 2006, and incorporated by reference. | ||
10 | .17 | 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 the Company. Previously filed as Exhibit 10.1 to the Company’s Current Report onForm 8-K (fileNo. 0-30242) filed on October 6, 2006, and incorporated by reference. | ||
10 | .18 | 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. Filed herewith. | ||
12 | .1 | Statement regarding computation of earnings to fixed charges for Lamar Media. Filed herewith. | ||
12 | .2 | Statement regarding computation of EBITDA to net interest expense. Filed herewith. | ||
12 | .3 | Statement regarding computation of total debt to EBITDA. Filed herewith. | ||
12 | .4 | Statement regarding computation of total debt (excluding mirror note) to EBITDA. Filed herewith. | ||
21 | .1 | Subsidiaries of Lamar Media. Filed herewith. | ||
23 | .1 | Consent of KPMG LLP. Filed herewith. | ||
23 | .2 | Consent of Edwards Angell Palmer & Dodge LLP (included in Exhibit 5.1). |
Table of Contents
Exhibit | ||||
Number | Description | |||
23 | .3 | Consent of Kean, Miller, Hawthorne, D’Armond, McCowan & Jorman L.L.P. (included in Exhibit 5.2). | ||
24 | .1 | Power of Attorney (included on signature page of this Registration Statement). | ||
25 | .1 | Statement of Eligibility of Trustee onForm T-1. Filed herewith. | ||
99 | .1 | Form of Letter of Transmittal. Filed herewith. | ||
99 | .2 | Form of Notice of Guaranteed Delivery. Filed herewith. | ||
99 | .3 | Form of Letter to Registered Holders and DTC Participants Regarding the Offer to Exchange. Filed herewith. | ||
99 | .4 | Form of Letter to Beneficial Holders Regarding the Offer to Exchange. Filed herewith |
* | Denotes management contract or compensatory plan or arrangement in which executive officers or directors of the registrant participate. |