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EXHIBIT 99.1
LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following sets forth unaudited pro forma condensed consolidated
financial information for Lamar Advertising Company ("Lamar"). The unaudited pro
forma condensed consolidated statement of operations for the nine months ended
September 30, 1999 gives effect to the acquisition of Chancellor Outdoor as if
the transaction had occurred at the beginning of the period.
For purposes of the pro forma financial information, the statement of
operations of Lamar for the nine month period ended September 30, 1999 has been
combined with the statement of operations of Chancellor Outdoor for the period
from January 1, 1999 to September 15, 1999.
The unaudited pro forma condensed consolidated financial statements
give effect to the acquisitions under the purchase method of accounting. The pro
forma adjustments are described in the accompanying notes and are based on
preliminary estimates and certain assumptions that management of Lamar believes
reasonable under the circumstances.
The unaudited pro forma condensed consolidated financial statements
have been prepared by Lamar's management. The unaudited pro forma data are not
designed to represent and do not represent what the Lamar's results of
operations or financial position would have been had the aforementioned
acquisition been completed on or as of the dates assumed, and are not intended
to project the Lamar 's results of operations for any future period or as of any
future date. The unaudited pro forma condensed consolidated financial statements
should be read in conjunction with the audited and unaudited consolidated
financial statements and notes of Lamar, Chancellor Outdoor, Martin Media,
Martin & Macfarlane, Inc., Whiteco and Outdoor Communications, Inc., included in
the Current Report on Form 8-K filed by Lamar Advertising Company on July 7,
1999 as supplemented by the Current Report on Form 8-K filed on November 23,
1999.
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LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1999
(dollars in thousands, except share and per share data)
PRO FORMA
CHANCELLOR ACQUISITION COMBINED
LAMAR OUTDOOR ADJUSTMENTS AS ADJUSTED
------------ ------------ ------------ ------------
Revenues, net $ 294,614 $ 156,627 $ (4,141)(4) $ 447,100
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Direct advertising expenses 93,481 84,583 (2,035)(4) 176,029
General and administrative expenses 64,025 6,835 -- 70,860
Depreciation and amortization 104,951 94,062 10,812(1) 209,825
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262,457 185,480 8,777 456,714
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Operating income 32,157 (28,853) (12,918) (9,614)
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Other expense (income):
Interest income (1,067) -- -- (1,067)
Interest expense 57,471 171 23,440(2) 81,082
Loss on disposition of assets (5,666) -- -- (5,666)
Other expenses -- 3,101 -- 3,101
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50,738 3,272 23,440 77,450
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Loss before income taxes, cumulative effect of an
accounting change and extraordinary item (18,581) (32,125) (36,358) (87,064)
Income tax benefit (362) (11,777) (13,011)(3) (25,150)
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Loss before extraordinary item and accounting
change $ (18,219) $ (20,348) $ (23,347) $ (61,914)
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Loss before extraordinary item and accounting
change per common share $ (0.30) $ (0.71)
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Weighted average number of shares outstanding 62,792,352 24,786,214 87,578,566
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For purposes of determining the pro forma effect of the Chancellor Outdoor
acquisition on the Company's Condensed Consolidated Statements of Operations for
the nine months ended September 30, 1999, the following adjustments have been
made:
09/30/99
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(1) To record incremental amortization and depreciation due to the application
of purchase accounting. Depreciation and amortization are calculated using
accelerated and straight line methods over the estimated useful lives of
the assets generally from 5-15 years. 10,812
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(2) To eliminate historical interest expense in Chancellor Outdoor's adjusted
combined financial statements and record interest expense related to the
debt acquired and incurred in the acquisition. (A difference of .125% in
the rate of interest would have changed income by $397 for the nine months
ended September 30, 1999)
Historical interest expense (171)
Interest expense on debt acquired 23,611
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23,440
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(3) To record the tax effect of acquisition adjustments (13,011)
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(4) To record the effect on net revenues and direct and general and
administrative expenses of the Chancellor Outdoor divestiture required by
the Department of Justice in May 1999 and the divestiture required by the
Department of Justice as a condition of this Stock Purchase
Net revenues (4,141)
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Direct advertising expenses (2,035)
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