1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended March 31, 2001
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
--------------- ---------------
Commission File Number 0-30242
Lamar Advertising Company
Commission File Number 1-12407
Lamar Media Corp.
(Exact name of registrants as specified in its charter)
Delaware 72-1449411
Delaware 72-1205791
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
5551 Corporate Blvd., Baton Rouge, LA 70808
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (225) 926-1000
Indicate by check mark whether each registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )
The number of shares of Lamar Advertising Company's Class A common stock
outstanding as of May 5, 2001: 81,258,742
The number of shares of the Lamar Advertising Company's Class B common stock
outstanding as of May 5, 2001: 16,638,136
The number of shares of Lamar Media Corp. common stock outstanding as of May 5,
2001: 100
This combined Form 10-Q is separately filed by (i) Lamar Advertising Company and
(ii) Lamar Media Corp. (which is a wholly-owned subsidiary of Lamar Advertising
Company). Lamar Media Corp. meets the conditions set forth in general
instruction H(1) (a) and (b) of Form 10-Q and is, therefore, filing this form
with the reduced disclosure format permitted by such instruction.
2
CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Lamar Advertising Company
Condensed Consolidated Balance Sheets as of
March 31, 2001 and December 31, 2000 1
Condensed Consolidated Statements of Operations
for the three months ended March 31, 2001
and March 31, 2000 2
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 2001 and
March 31, 2000 3
Notes to Condensed Consolidated Financial
Statements 4 - 5
Lamar Media Corp.
Condensed Consolidated Balance Sheets as of
March 31, 2001 and December 31, 2000 6
Condensed Consolidated Statements of Operations
for the three months ended March 31, 2001
and March 31, 2000 7
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 2001 and
March 31, 2000 8
Notes to Condensed Consolidated Financial
Statements 9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10 - 12
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risks 13
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 14 - 15
Signatures 16
3
PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
March 31, December 31,
Assets 2001 2000
- ------ ------------ ------------
Current assets:
Cash and cash equivalents $ 4,230 $ 72,340
Receivables, net 96,777 91,674
Prepaid expenses 33,898 23,164
Other current assets 8,498 8,738
------------ ------------
Total current assets 143,403 195,916
------------ ------------
Property, plant and equipment 1,694,453 1,630,866
Less accumulated depreciation and amortization (366,096) (335,991)
------------ ------------
Net property plant and equipment 1,328,357 1,294,875
------------ ------------
Intangible assets 2,171,552 2,129,733
Other assets - non-current 19,120 17,249
------------ ------------
Total assets $ 3,662,432 $ 3,637,773
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable $ 10,813 $ 9,918
Current maturities of long-term debt 90,906 66,814
Accrued expenses 25,676 40,724
Deferred income 13,098 11,005
------------ ------------
Total current liabilities 140,493 128,461
Long-term debt 1,688,150 1,671,466
Deferred income taxes 139,342 140,452
Other liabilities 8,360 7,939
------------ ------------
Total liabilities 1,976,345 1,948,318
------------ ------------
Stockholders' equity:
Series AA preferred stock, par value $.001, $63.80 cumulative
dividends, authorized 5,720 shares; 5,719.49 shares
issued and outstanding at 2001 and 2000 -- --
Class A preferred stock, par value $638, $63.80 cumulative
dividends, 10,000 shares authorized, 0 shares issued and
outstanding at 2001 and 2000 -- --
Class A common stock, par value $.001, 175,000,000 shares
authorized, 81,258,742 shares and 80,101,793 issued and
outstanding at 2001 and 2000, respectively 81 80
Class B common stock, par value $.001, 37,500,000 shares
authorized, 16,638,136 and 17,000,000 shares issued and
outstanding at 2001 and 2000, respectively 17 17
Additional paid-in capital 1,902,315 1,871,303
Accumulated deficit (216,326) (181,945)
------------ ------------
Stockholders' equity 1,686,087 1,689,455
------------ ------------
Total liabilities and stockholders' equity $ 3,662,432 $ 3,637,773
============ ============
See accompanying notes to consolidated financial statements.
-1-
4
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Three months ended
March 31,
2001 2000
------------ ------------
Net revenues $ 170,385 $ 151,267
------------ ------------
Operating expenses:
Direct advertising expenses 61,536 52,512
General and administrative expenses 37,696 34,204
Depreciation and amortization 85,407 72,970
------------ ------------
184,639 159,686
------------ ------------
Operating loss (14,254) (8,419)
------------ ------------
Other expense (income):
Interest income (244) (327)
Interest expense 35,780 32,890
(Gain) loss on disposition of assets (216) 1
------------ ------------
35,320 32,564
------------ ------------
Loss before income tax benefit (49,574) (40,983)
Income tax benefit (15,284) (12,009)
------------ ------------
Net loss (34,290) (28,974)
Preferred stock dividends (91) (91)
------------ ------------
Net loss applicable to common stock $ (34,381) $ (29,065)
============ ============
Loss per common share - basic and diluted $ (.35) $ (.33)
============ ============
Weighted average common shares outstanding 97,603,342 88,466,644
Incremental common shares from dilutive stock
options -- --
Incremental common shares from convertible debt -- --
------------ ------------
Weighted average common shares assuming dilution 97,603,342 88,466,644
============ ============
See accompanying notes to consolidated financial statements.
-2-
5
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Three Months Ended
March 31,
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (34,290) $ (28,974)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Depreciation and amortization 85,407 72,970
(Gain) loss on disposition of assets (216) 1
Deferred tax benefit (15,611) (12,527)
Provision for doubtful accounts 1,803 1,183
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables (6,416) (785)
Prepaid expenses (10,103) (7,273)
Other assets (276) (508)
Increase (decrease) in:
Trade accounts payable 895 (1,531)
Accrued expenses (17,416) (11,208)
Deferred income 1,846 955
Other liabilities 504 33
------------ ------------
Net cash provided by operating activities 6,127 12,336
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable (197) (3,351)
Acquisition of new markets (101,556) (82,082)
Capital expenditures (15,571) (19,004)
Proceeds from disposition of assets 1,036 531
------------ ------------
Net cash used in investing activities (116,288) (103,906)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 1,487 1,213
Principal payments on long-term debt (1,345) (1,048)
Net borrowings under credit agreements 42,000 93,000
Dividends (91) (91)
------------ ------------
Net cash provided by financing activities 42,051 93,074
------------ ------------
Net (decrease) increase in cash and cash equivalents (68,110) 1,504
Cash and cash equivalents at beginning of period 72,340 8,401
------------ ------------
Cash and cash equivalents at end of period $ 4,230 $ 9,905
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 39,560 $ 36,504
============ ============
Cash paid for state and federal income taxes $ 368 $ 886
============ ============
Common stock issued for acquisitions $ 29,000 $ 29,226
============ ============
See accompanying notes to consolidated financial statements
-3-
6
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
1. Significant Accounting Policies
The information included in the foregoing interim financial statements is
unaudited. In the opinion of management all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of Lamar Advertising
Company's financial position and results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
entire year. These condensed consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K.
Certain amounts in the prior year's consolidated financial statements have been
reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported results of operations.
2. Acquisitions
On January 1, 2001, the Company purchased the assets of two outdoor advertising
companies, American Outdoor Advertising, LLC and Appalachian Outdoor Advertising
Co., Inc. for a total cash purchase price of approximately $31,536 and $20,000,
respectively.
On February 1, 2001, the Company purchased all of the outstanding common stock
of Bowlin Outdoor Advertising and Travel Centers, Inc. for a total purchase
price of approximately $44,100. The purchase price consisted of approximately
$15,100 cash and the issuance of 725,000 shares of Lamar Advertising Class A
common stock valued at $29,000.
During the three months ended March 31, 2001, the Company completed 28
additional acquisitions of outdoor advertising assets for a cash purchase price
of approximately $34,414.
Each of these acquisitions was accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the preliminary allocation of the acquisition costs in the above
transactions.
Property
Current Plant & Other Other Current Long-term
Assets Equipment Goodwill Intangibles Assets Liabilities Liabilities
------------ ------------ ------------ ------------ ------------ ------------ ------------
American Outdoor 557 1,185 18,682 11,112 -- -- --
Appalachian Outdoor -- 10,377 7,510 2,113 -- -- --
Bowlin Outdoor 1,726 29,173 9,218 23,889 73 3,371 16,608
Other 196 12,526 8,410 13,283 -- 1 --
------------ ------------ ------------ ------------ ------------ ------------ ------------
2,479 53,261 43,820 50,397 73 3,372 16,608
============ ============ ============ ============ ============ ============ ============
-4-
7
Summarized below are certain unaudited pro forma statement of operations data
for the three months ended March 31, 2001 and 2000 as if each of the above
acquisitions and the acquisitions occurring in 2000, which were fully described
in the Company's December 31, 2000 Annual Report on Form 10-K, had been
consummated as of January 1, 2000. This pro forma information does not purport
to represent what the Company's results of operations actually would have been
had such transactions occurred on the date specified or to project the Company's
results of operations for any future periods.
Three Months Ended Three Months Ended
March 31, 2001 March 31, 2000
------------------ ------------------
Net revenues $ 171,111 $ 167,900
============= =============
Net loss applicable to
common stock $ (34,566) $ (36,507)
============= =============
Net loss per common share-basic $ (.35) $ (.39)
============= =============
Net loss per common share-diluted $ (.35) $ (.39)
============= =============
3. Summarized Financial Information of Subsidiaries
Separate financial statements of each of the Company's direct or indirect wholly
owned subsidiaries that have guaranteed the Company's obligations with respect
to its publicly issued notes (collectively, the "Guarantors") are not included
herein because the guarantees are full and unconditional and joint and several
and the only subsidiary that is not a guarantor is considered minor. Lamar
Media's ability to make distributions to Lamar Advertising is restricted under
the terms of its bank credit facility and the indenture relating to Lamar
Media's outstanding notes.
4. Earnings Per Share
Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per
Share." The calculations of basic earnings per share excludes any dilutive
effect of stock options and convertible debt while diluted earnings per share
includes the dilutive effect of stock options and convertible debt. The number
of potentially dilutive shares excluded from the calculation because of their
anti-dilutive effect are 6,738,378 and 7,058,760 for three months ended March
31, 2001 and 2000, respectively.
5. New Accounting Pronouncement
In June 2000, the FASB issued SFAS No. 138, "Accounting for Derivative
Instruments and Hedging Activities - an amendment of FASB No. 133", which
established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
assets or liabilities in the statement of financial position and measure those
instruments at fair value. On January 1, 2001, the Company adopted SFAS No. 133.
The Company's adoption of SFAS No. 133 did not have any affect on the financial
position or results of operations in 2001.
-5-
8
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
March 31, December 31,
Assets 2001 2000
- ------ ------------ ------------
Current assets:
Cash and cash equivalents $ 4,230 $ 72,340
Receivables, net 96,777 91,628
Prepaid expenses 33,898 23,164
Other current assets 14,233 15,966
------------ ------------
Total current assets 149,138 203,098
------------ ------------
Property, plant and equipment 1,694,453 1,630,866
Less accumulated depreciation and amortization (366,096) (335,991)
------------ ------------
Net property plant and equipment 1,328,357 1,294,875
------------ ------------
Intangible assets 2,148,816 2,106,493
Other assets - non-current 18,395 17,249
------------ ------------
Total assets $ 3,644,706 $ 3,621,715
============ ============
Liabilities and Stockholder's Equity
Current liabilities:
Trade accounts payable $ 10,813 $ 9,918
Current maturities of long-term debt 90,906 66,814
Accrued expenses 19,657 35,765
Deferred income 13,098 11,005
------------ ------------
Total current liabilities 134,474 123,502
Long-term debt 1,400,650 1,671,466
Deferred income taxes 142,264 142,052
Other liabilities 8,360 7,939
------------ ------------
Total liabilities 1,685,748 1,944,959
------------ ------------
Stockholder's equity:
Common stock, $.01 par value, authorized 3,000 shares;
issued and outstanding
100 shares at March 31, 2001 and
December 31, 2000 -- --
Additional paid-in capital 2,169,769 1,855,421
Accumulated deficit (210,811) (178,665)
------------ ------------
Stockholder's equity 1,958,958 1,676,756
------------ ------------
Total liabilities and stockholder's equity $ 3,644,706 $ 3,621,715
============ ============
See accompanying notes to consolidated financial statements.
-6-
9
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
Three Months ended
March 31,
2001 2000
------------ ------------
Net revenues $ 170,385 $ 151,267
------------ ------------
Operating expenses:
Direct advertising expenses 61,536 52,512
General and administrative expenses 37,645 33,818
Depreciation and amortization 84,509 72,307
------------ ------------
183,690 158,637
------------ ------------
Operating loss (13,305) (7,370)
------------ ------------
Other expense (income):
Interest income (244) (327)
Interest expense 33,263 32,890
(Gain) loss on disposition of assets (216) 1
------------ ------------
32,803 32,564
------------ ------------
Loss before income tax benefit (46,108) (39,934)
Income tax benefit (13,962) (11,615)
------------ ------------
Net loss $ (32,146) $ (28,319)
============ ============
See accompanying notes to consolidated financial statements.
-7-
10
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Three Months ended
March 31,
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (32,146) $ (28,319)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Depreciation and amortization 84,509 72,307
Gain (loss) on disposition of assets (216) 1
Deferred tax benefit (14,289) (12,133)
Provision for doubtful accounts 1,803 1,183
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables (6,479) (1,389)
Prepaid expenses (10,103) (7,273)
Other assets (721) 2,907
Increase (decrease) in:
Trade accounts payable 895 (1,531)
Accrued expenses (18,475) (13,656)
Deferred income 1,846 955
Other liabilities 504 33
------------ ------------
Net cash provided by operating activities 7,128 13,085
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable (197) (3,351)
Acquisition of new markets (101,161) (81,709)
Capital expenditures (15,571) (19,004)
Proceeds from disposition of assets 1,036 531
------------ ------------
Net cash used in investing activities (115,893) (103,533)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (1,345) (1,048)
Proceeds from issuance of long-term debt 42,000 93,000
------------ ------------
Net cash provided by financing activities 40,655 91,952
------------ ------------
Net (decrease) increase in cash and cash equivalents (68,110) 1,504
Cash and cash equivalents at beginning of period 72,340 8,401
------------ ------------
Cash and cash equivalents at end of period $ 4,230 $ 9,905
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 35,786 $ 36,504
============ ============
Cash paid for state and federal income taxes $ 368 $ 886
============ ============
NONCASH FINANCING ACTIVITY:
Note payable converted to contributed capital $ 287,500 $ --
============ ============
See accompanying notes to consolidated financial statements.
-8-
11
LAMAR MEDIA CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
1. Significant Accounting Policies
The information included in the foregoing interim financial statements is
unaudited. In the opinion of management all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of Lamar Media's
financial position and results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the entire year.
These condensed consolidated financial statements should be read in conjunction
with Lamar Media's consolidated financial statements and the notes thereto
included in Lamar Media's Annual Report on Form 10-K.
Certain amounts in the prior year's consolidated financial statements have been
reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported results of operations.
Certain footnotes are not provided for the accompanying financial statements as
the information in notes 2, 3, and 5 to the consolidated financial statements of
Lamar Advertising Company included elsewhere in this report is substantially
equivalent to that required for the consolidated financial statements of Lamar
Media Corp. Earnings per share data is not provided for the operating results of
Lamar Media Corp. as it is a wholly-owned subsidiary of Lamar Advertising
Company.
-9-
12
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LAMAR ADVERTISING COMPANY
The following is a discussion of the consolidated financial condition and
results of operations of Lamar Advertising Company for the three months ended
March 31, 2001 and 2000. This discussion should be read in conjunction with the
consolidated financial statements of the Company and the related notes.
The following discussion is a summary of the key factors management considers
necessary in reviewing the Company's results of operations, liquidity and
capital resources. The future operating results of the Company may differ
materially from the results described below. For a discussion of certain factors
which may affect the Company's future operating performance, please refer to the
"Factors Affecting Future Operating Results" included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission on March 23, 2001.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000
Net revenues increased $19.1 million or 12.6% to $170.4 million for the three
months ended March 31, 2001 as compared to the same period in 2000. This
increase was attributable to the Company's acquisitions during 2000 and 2001 and
internal growth within the Company's existing markets.
Operating expenses, exclusive of depreciation and amortization, increased $12.5
million or 14.4% for the three months ended March 31, 2001 as compared to the
same period in 2000. This was primarily the result of the additional operating
expenses related to the operations of acquired outdoor advertising assets and
the continued development of the logo sign program.
Depreciation and amortization expense increased $12.4 million or 17.0% from
$73.0 million for the three months ended March 31, 2000 to $85.4 million for the
three months ended March 31, 2001 as a result of an increase in capitalized
assets resulting from the Company's recent acquisition activity.
Due to the above factors, operating income decreased $5.9 million to an
operating loss of $14.3 million for three months ended March 31, 2001 from an
operating loss of $8.4 million for the same period in 2000.
Interest expense increased $2.9 million from $32.9 million for the three months
ended March 31, 2000 to $35.8 million for the same period in 2001 as a result of
additional borrowings under the Company's bank credit facility to fund increased
acquisition activity.
There was an income tax benefit of $15.3 million for the three months ended
March 31, 2001 as compared to an income tax benefit of $12.0 million for the
same period in 2000. The effective tax rate for the three months ended March 31,
2001 is approximately 30.8% which is less than statutory rates due to permanent
differences resulting from non-deductible amortization of goodwill.
-10-
13
As a result of the above factors, the Company recognized a net loss for the
three months ended March 31, 2001 of $34.3 million, as compared to a net loss of
$29.0 million for the same period in 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically satisfied its working capital requirements with
cash from operations and revolving credit borrowings. Its acquisitions have been
financed primarily with borrowed funds and the issuance of Class A common stock.
During the three months ended March 31, 2001, the Company financed the cash
portion of its acquisition activity of approximately $101.6 million with
borrowings under the Company's bank credit facility. At March 31, 2001,
following these acquisitions, the Company had $308 million available under the
revolving facility and believes that this availability coupled with internally
generated funds will be sufficient for the foreseeable future to satisfy all
debt service obligations and to finance additional acquisition activity and
current operations.
The Company's net cash provided by operating activities decreased $6.2 million
for the three months ended March 31, 2001 due primarily to an increase in net
loss of $5.3 million, an increase in receivables of $5.6 million and a decrease
in accrued expenses of $6.2 million. These changes were offset primarily by an
increase in noncash items of $9.8 million, which includes an increase in
depreciation and amortization of $12.4 million and an increase in the deferred
income tax benefit of $3.1 million. Net cash used in investing activities
increased $12.4 million from $103.9 million for the three months ended March 31,
2000 to $116.3 million for the same period in 2001. This increase was due to a
$19.5 million increase in acquisitions of new markets, offset by a $3.2 million
decrease in notes receivable, and a $3.4 million decrease in capital
expenditures. Net cash provided by financing activities for the three months
ended March 31, 2001 is $42.1 million primarily due to $42.0 million in net
borrowings under credit agreements used to finance acquisition activity and
working capital requirements during the period.
-11-
14
LAMAR MEDIA CORP.
The following is a discussion of the consolidated financial condition and
results of operations of Lamar Media for the three months ended March 31, 2001
and 2000. This discussion should be read in conjunction with the consolidated
financial statements of Lamar Media and the related notes.
The following discussion is a summary of the key factors management considers
necessary in reviewing Lamar Media's results of operations, liquidity and
capital resources. The future operating results of Lamar Media may differ
materially from the results described below. For a discussion of certain factors
which may affect Lamar Media's future operating performance, please refer to
the "Factors Affecting Future Operating Results" included in Lamar Media's
Annual Report on Form 10-K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission on March 23, 2001.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000
Net revenues increased $19.1 million or 12.6% to $170.4 million for the three
months ended March 31, 2001 as compared to the same period in 2000. This
increase was attributable to Lamar Media's acquisitions during 2000 and 2001 and
internal growth within Lamar Media's existing markets.
Operating expenses, exclusive of depreciation and amortization, increased $12.9
million or 14.9% for the three months ended March 31, 2001 as compared to the
same period in 2000. This was primarily the result of the additional operating
expenses related to the operations of acquired outdoor advertising assets and
the continued development of the logo sign program.
Depreciation and amortization expense increased $12.2 million or 16.9% from
$72.3 million for the three months ended March 31, 2000 to $84.5 million for the
three months ended March 31, 2001 as a result of an increase in capitalized
assets resulting from Lamar Media's recent acquisition activity.
Due to the above factors, operating loss increased $5.9 million to an operating
loss of $13.3 million for three months ended March 31, 2001 from operating loss
of $7.4 million for the same period in 2000.
Interest expense increased $0.4 million from $32.9 million for the three months
ended March 31, 2000 to $33.3 million for the same period in 2001 as a result of
increased borrowings under the bank credit facility used to find increased
acquisition activity offset by the reduction of interest expense due to
cancellation of the $287.5 million note payable to Lamar Advertising Company in
January 2001.
There was an income tax benefit of $14.0 million for the three months ended
March 31, 2001 as compared to an income tax benefit of $11.6 million for the
same period in 2000. The effective tax rate for the three months ended March 31,
2001 is approximately 30.3% which is less than statutory rates due to permanent
differences resulting from non-deductible amortization of goodwill.
As a result of the above factors, Lamar Media recognized a net loss for the
three months ended March 31, 2001 of $32.1 million, as compared to a net loss of
$28.3 million for the same period in 2000.
-12-
15
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Lamar Advertising Company is exposed to interest rate risk in connection with
variable rate debt instruments issued by its wholly-owned subsidiary, Lamar
Media Corp. The Company does not enter into market risk sensitive instruments
for trading purposes. The information below summarizes the Company's interest
rate risk associated with its principal variable rate debt instruments
outstanding at March 31, 2001.
Loans under Lamar Media's new bank credit agreement bear interest at variable
rates equal to the Chase Prime Rate or LIBOR plus the applicable margin. Because
the Chase Prime Rate or LIBOR may increase or decrease at any time, the Company
and Lamar Media are exposed to market risk as a result of the impact that
changes in these base rates may have on the interest rate applicable to
borrowings under the new bank credit agreement. Increases in the interest rates
applicable to borrowings under the new bank credit agreement would result in
increased interest expense and a reduction in the Company's and Lamar Media's
net income and after tax cash flow.
At March 31, 2001, there was approximately $942 million of aggregate
indebtedness outstanding under the new bank credit agreement, or approximately
52.9% of the Company's and 63.2% of Lamar Media's outstanding long-term debt on
that date, bearing interest at variable rates. The aggregate interest expense
for the three months ended March 31, 2001 with respect to borrowings under the
new bank credit agreement was $19.3 million, and the weighted average interest
rate applicable to borrowings under these credit facilities during the three
months ended March 31, 2001 was 8.4%. Assuming that the weighted average
interest rate was 200-basis points higher (that is 10.4% rather than 8.4%), then
the Company's and Lamar Media's March 31, 2001 interest expense would have been
approximately $4.6 million higher resulting in a $2.8 million decrease in the
Company's and Lamar Media's three months ended March 31, 2001 net income and
after tax cash flow.
The Company attempts to mitigate the interest rate risk resulting from its
variable interest rate long-term debt instruments by also issuing fixed rate
long-term debt instruments and maintaining a balance over time between the
amount of the Company's variable rate and fixed rate indebtedness. In addition,
the Company has the capability under the new bank credit agreement to fix the
interest rates applicable to its borrowings at an amount equal to LIBOR plus the
applicable margin for periods of up to twelve months, which would allow the
Company to mitigate the impact of short-term fluctuations in market interest
rates. In the event of an increase in interest rates, the Company may take
further actions to mitigate its exposure. The Company cannot guarantee, however,
that the actions that it may take to mitigate this risk will be feasible or
that, if these actions are taken, that they will be effective.
-13-
16
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
2.1 Agreement and Plan of Merger dated as of July 20,
1999 among Lamar Media Corp., Lamar New Holding Co.,
and Lamar Holdings Merge Co. Previously filed as
exhibit 2.1 to the Company's Current Report on Form
8-K filed on July 22, 1999 (File No. 0-30242) and
incorporated herein by reference.
3.1 Certificate of Incorporation of Lamar New Holding Co.
Previously filed as exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the period ended
June 30, 1999 (File No. 0-20833) filed on August 16,
1999 and incorporated herein by reference.
3.2 Certificate of Amendment of Certificate of
Incorporation of Lamar New Holding Co. (whereby the
name of Lamar New Holding Co. was changed to Lamar
Advertising Company). Previously filed as exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1999 (File No. 0-20833)
filed on August 16, 1999 and incorporated herein by
reference.
3.3 Certificate of Amendment of Certificate of
Incorporation of Lamar Advertising Company.
Previously filed as Exhibit 3.3 to the Company's
Quarterly Report on Form 10-Q for the period ended
June 30, 2000 (File No. 0-30242) filed on August 11,
2000 and incorporated herein by reference.
3.4 Certificate of Correction of Certificate of
Incorporation of Lamar Advertising Company.
Previously filed as Exhibit 3.4 to the Company's
Quarterly Report on Form 10-Q for the period ended
September 30, 2000 (File No. 0-30242) filed on
November 14, 2000 and incorporated herein by
reference.
3.5 Bylaws of the Company. Previously filed as exhibit
3.3 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999 (File No. 0-20833)
filed on August 16, 1999 and incorporated herein by
reference.
3.6 Amended and Restated Bylaws of Lamar Media Corp.
Previously filed as exhibit 3.1 to Lamar Media's
Quarterly Report on Form 10-Q for the period ended
September 30, 1999 (File No. 1-12407) filed on
November 12, 1999 and incorporated herein by
reference.
4.1 Supplemental Indenture to the Indenture dated
November 15, 1996 among Lamar Media Corp., certain of
its subsidiaries and State Street Bank and Trust
Company, as Trustee, dated March 15, 2001 delivered
by Lamar Hardy Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled
additional subsidiary guarantors. Filed herewith.
-14-
17
4.2 Supplemental Indenture to the Indenture dated August
15, 1997 among Outdoor Communications, Inc., certain
of its subsidiaries and First Union National Bank, as
Trustee, dated March 15, 2001 delivered by Lamar
Hardy Outdoor Advertising, Inc. and, in substantially
identical agreements, by the scheduled additional
subsidiary guarantors. Filed herewith.
4.3 Supplemental Indenture to the Indenture dated
September 25, 1997 among Lamar Media Corp., certain
of its subsidiaries and State Street Bank and Trust
Company, as Trustee, dated March 15, 2001 delivered
by Lamar Hardy Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled
additional subsidiary guarantors. Filed herewith.
10.1 Joinder Agreement to the Lamar Media Corp. Credit
Agreement dated August 13, 1999 by Lamar Hardy
Outdoor Advertising, Inc. and, in substantially
identical agreements, by the scheduled additional
subsidiary guarantors, in favor of The Chase
Manhattan Bank, as Administrative Agent dated March
15, 2001. Filed herewith.
(b) Reports on Form 8-K
Reports on Form 8-K were filed with the Commission during the
first quarter of 2001 to report the following items as of the
dates indicated:
On January 12, 2001, the Company filed a report on
Form 8-K in order to file an Underwriting Agreement
dated January 11, 2001 among Lamar Advertising
Company, AMFM Operating Inc. and Deutsche Bank
Securities Inc. for incorporation by reference into
the Registration Statement on Form S-3 (File No.
333-45490), which Registration Statement was declared
effective by the Commission on September 21, 2000. An
amendment to such Report on Form 8-K was filed on
January 16, 2001 to correct an error in the
Registration Number referenced in the Form 8-K.
-15-
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAMAR ADVERTISING COMPANY
DATED: May 14, 2001 BY: /s/ Keith A. Istre
--------------------------------
Keith A. Istre
Chief Financial and Accounting
Officer, Treasurer and Director
LAMAR MEDIA CORP.
BY: /s/ Keith A. Istre
--------------------------------
Keith A. Istre
Chief Financial and Accounting
Officer, Treasurer and Director
19
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger dated as of July 20, 1999 among Lamar
Media Corp., Lamar New Holding Co., and Lamar Holdings Merge Co.
Previously filed as exhibit 2.1 to the Company's Current Report on
Form 8-K filed on July 22, 1999 (File No. 0-30242) and incorporated
herein by reference.
3.1 Certificate of Incorporation of Lamar New Holding Co. Previously
filed as exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999 (File No. 0-20833) filed on
August 16, 1999 and incorporated herein by reference.
3.2 Certificate of Amendment of Certificate of Incorporation of Lamar
New Holding Co. (whereby the name of Lamar New Holding Co. was
changed to Lamar Advertising Company). Previously filed as exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and
incorporated herein by reference.
3.3 Certificate of Amendment of Certificate of Incorporation of Lamar
Advertising Company. Previously filed as Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the period ended June
30, 2000 (File No. 0-30242) filed on August 11, 2000 and
incorporated herein by reference.
3.4 Certificate of Correction of Certificate of Incorporation of Lamar
Advertising Company. Previously filed as Exhibit 3.4 to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2000 (File No. 0-30242) filed on November 14, 2000 and
incorporated herein by reference.
3.5 Bylaws of the Company. Previously filed as exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the period ended June
30, 1999 (File No. 0-20833) filed on August 16, 1999 and
incorporated herein by reference.
3.6 Amended and Restated Bylaws of Lamar Media Corp. Previously filed as
exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q for the
period ended September 30, 1999 (File No. 1-12407) filed on November
12, 1999 and incorporated herein by reference.
4.1 Supplemental Indenture to the Indenture dated November 15, 1996
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated March 15, 2001
delivered by Lamar Hardy Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled additional
subsidiary guarantors. Filed herewith.
20
4.2 Supplemental Indenture to the Indenture dated August 15, 1997 among
Outdoor Communications, Inc., certain of its subsidiaries and First
Union National Bank, as Trustee, dated March 15, 2001 delivered by
Lamar Hardy Outdoor Advertising, Inc. and, in substantially
identical agreements, by the scheduled additional subsidiary
guarantors. Filed herewith.
4.3 Supplemental Indenture to the Indenture dated September 25, 1997
among Lamar Media Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as Trustee, dated March 15, 2001
delivered by Lamar Hardy Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled additional
subsidiary guarantors. Filed herewith.
10.1 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
August 13, 1999 by Lamar Hardy Outdoor Advertising, Inc. and, in
substantially identical agreements, by the scheduled additional
subsidiary guarantors, in favor of The Chase Manhattan Bank, as
Administrative Agent dated March 15, 2001. Filed herewith.