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EXHIBIT 99.4
LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following sets forth unaudited pro forma condensed consolidated
financial information for the Company. The unaudited pro forma condensed
consolidated statements of earnings for the year ended December 31, 1997 and for
the six month period ended June 30, 1998 give effect to the acquisition of
Outdoor Communications, Inc. as if the transaction had occurred on January 1,
1997.
For purposes of the pro forma financial information (i) the statement of
earnings of the Company for its fiscal year ended December 31, 1997 has been
combined with the statement of earnings of Outdoor Communications, Inc. for the
same period, (ii) the statement of earnings of the Company for the six month
period ended June 30, 1998 has been combined with the statement of earnings of
Outdoor Communications Inc. for the same period and (iii) the balance sheet of
the Company as of June 30, 1998 has been combined with the balance sheet of
Outdoor Communications Inc. as of June 30, 1998.
The unaudited pro forma condensed consolidated financial statements give
effect to the acquisition 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 the Company
believes reasonable under the circumstances.
The unaudited pro forma condensed consolidated financial statements have
been prepared by the Company's management. The unaudited pro forma data are not
designed to represent and do not represent what the Company'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 Company'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 the Company and Outdoor
Communications, Inc. included elsewhere or incorporated herein by reference.
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LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS)
YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
PRO FORMA
PRO FORMA COMBINED
LAMAR OCI ADJUSTMENTS AS ADJUSTED
----------- ----------- ----------- -----------
Revenues, net 201,062 51,218 0 252,280
----------- ----------- ----------- -----------
201,062 51,218 0 252,280
----------- ----------- ----------- -----------
Direct advertising expenses 63,390 17,673 0 81,063
General and administrative expenses 45,368 14,167 (3,515)(2) 56,020
Depreciation and Amortization 48,037 12,917 16,403 (3) 77,357
----------- ----------- ----------- -----------
156,795 44,757 12,888 214,440
----------- ----------- ----------- -----------
Operating income 44,267 6,461 (12,888) 37,840
----------- ----------- ----------- -----------
Other expense (income):
Interest income (1,723) 0 0 (1,723)
Interest expense 38,230 13,163 8,252 (1) 59,645
Loss (gain) on disposition of assets (15) 547 0 532
Other expenses 280 106 0 386
----------- ----------- ----------- -----------
36,772 13,816 8,252 58,840
----------- ----------- ----------- -----------
Earnings (loss) before income taxes 7,495 (7,355) (21,140) (21,000)
Income tax expense (benefit) 4,654 (249) (5,304)(4) (899)
----------- ----------- ----------- -----------
Net earnings (loss) 2,841 (7,106) (15,836) (20,101)
=========== ===========
Preferred stock dividends 365 365
----------- -----------
Net earnings (loss) applicable to common stock 2,476 (20,466)
=========== ===========
Net earnings (loss) per common share $ 0.05 $ (0.43)
=========== ===========
Weighted average number of shares outstanding 47,400,980 47,400,980
=========== ===========
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LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS)
SIX MONTHS ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
PRO FORMA
PRO FORMA COMBINED
LAMAR OCI ADJUSTMENTS AS ADJUSTED
----------- ----------- ----------- -----------
Revenues, net 128,072 28,517 0 156,589
0
----------- ----------- ----------- -----------
128,072 28,517 0 156,589
----------- ----------- ----------- -----------
Direct advertising expenses 42,439 10,686 0 53,125
General and administrative expenses 28,224 7,549 (2,210)(2) 33,563
Depreciation and Amortization 36,829 6,859 8,257 (3) 51,945
----------- ----------- ----------- -----------
107,492 25,094 6,047 138,633
----------- ----------- ----------- -----------
Operating income 20,580 3,423 (6,047) 17,956
----------- ----------- ----------- -----------
Other expense (income):
Interest income (236) 0 0 (236)
Interest expense 27,241 7,171 6,514 (1) 40,926
Loss on disposition of assets 538 423 0 961
Other expenses 121 352 0 473
----------- ----------- ----------- -----------
27,664 7,946 6,514 42,124
----------- ----------- ----------- -----------
Earnings (loss) before income taxes (7,084) (4,523) (12,561) (24,168)
Income tax expense (benefit) (1,423) (2,612) (1,328)(4) (5,363)
----------- ----------- ----------- -----------
Net earnings (loss) (5,661) (1,911) (11,233) (18,805)
=========== ===========
Preferred stock dividends 274 274
----------- -----------
Net earnings (loss) applicable to common stock (5,935) (19,079)
=========== ===========
Net earnings (loss) per common share $ (0.12) $ (0.40)
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Weighted average number of shares outstanding 48,080,862 48,080,862
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LAMAR ADVERTISING COMPANY
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
JUNE 30, 1998
(DOLLARS IN THOUSANDS)
PRO FORMA PRO FORMA
LAMAR OCI ADJUSTMENTS COMBINED
--------- --------- ----------- --------
Cash 6,435 1,542 (994) (5) 6,983
Net receivables 34,590 6,660 0 41,250
Other current assets 15,254 3,237 (294) (6) 18,197
--------- --------- --------- ---------
Total current assets 56,279 11,439 (1,288) 66,430
--------- --------- --------- ---------
Property, plant and equipment, net 385,706 61,747 24,666 (7) 472,119
--------- --------- --------- ---------
Intangibles 374,796 86,800 226,622 (8) 688,218
Other assets 15,258 529 (224) (9) 15,563
--------- --------- --------- ---------
Total assets 832,039 160,515 249,776 1,242,330
========= ========= ========= =========
Current maturities of long-term debt 3,995 0 45,007 (10) 49,002
Other current liabilities 26,577 7,307 6,258 (11) 40,142
--------- --------- --------- ---------
30,572 7,307 51,265 89,144
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Long-term debt 540,009 143,100 196,900 (12) 880,009
Deferred income - Long term 1,038 0 0 1,038
Other liabilities 3,381 5,484 (5,484)(13) 3,381
Deferred tax liability 11,885 1,900 9,819 (14) 23,604
--------- --------- --------- ---------
Total Liabilities 586,885 157,791 252,500 997,176
--------- --------- --------- ---------
Stockholders' equity 245,154 2,724 (2,724)(15) 245,154
--------- --------- --------- ---------
Total liabilities and stockholders' equity 832,039 160,515 249,776 1,242,330
========= ========= ========= =========
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For purposes of determining the pro forma effect of the Outdoor Communications,
Inc. acquisition on the Company's Condensed Consolidated Statements of Earnings
for the year ended December 31, 1997 and the six months ended June 30, 1998,
the following adjustments have been made:
Year ended Six months' ended
December 31, 1997 June 30, 1998
----------------- -----------------
(1) To eliminate historical interest expense
in OCI's financial statements and record interest
expense related to the debt assumed and incurred
in the acquisition:
Historical interest expense (13,163) (7,171)
Interest expense on debt assumed/incurred 21,415 13,685
----------- -----------
8,252 6,514
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(2) To eliminate expenses related to corporate offices
not retained in OCI's historical income statement
and record the actual expenses that would have been
incurred had the transaction taken place at the
beginning of the period:
Historical corporate expenses (3,615) (2,260)
Actual additional corporate expenses 100 50
----------- -----------
(3,515) (2,210)
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(3) 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. 16,403 8,257
=========== ===========
(4) To record the tax effect on pro forma statements
for the acquisition (5,304) (1,328)
=========== ===========
For purposes of determining the pro forma effect of the Outdoor Communications,
Inc. acquisition on the Company's unaudited Condensed Consolidated Balance Sheet
as of June 30, 1998, the following adjustments have been made:
Pro Forma
Adjustments
-----------
(5) Cash:
To record cash used to finance the acquisition (994)
===========
(6) Other current receivables
To reclassify deferred income taxes in order to conform
to the Company's presentation. (294)
===========
(7) Property, Plant and Equipment, net:
To record the increase in property, plant and equipment
from the allocation of the purchase price for the OCI acquisition 24,666
===========
(8) Intangibles:
To record the increase in intangibles resulting from the
allocation of the purchase price of the OCI acquisition 226,622
===========
(1) Related to corporate offices not retained
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(9) Other Assets:
To eliminate other assets not acquired. (224)
===========
(10) Current maturities of long-term debt:
To record the increase in short-term debt related to the
financing of the OCI acquisition 45,007
===========
(11) Other current liabilities:
To record the net increase in accrued expenses related
to the OCI acquisition. 6,258
===========
(12) Long-term debt:
To record the net increase in debt related to financing
the OCI acquisition and the elimination of debt not assumed
in the acquisition.
Borrowings under the Credit Facility 235,000
Debt not assumed in the acquisition (38,100)
-----------
196,900
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(13) Other Liabilities:
To eliminate preferred interest in a subsidiary as
a result of the acquisition. (5,484)
===========
(14) Deferred Tax Liability:
To record the deferred tax liability created as a
result of the application of purchase accounting. 10,113
To reclassify deferred income taxes in order to conform
to the Company's presentation. (294)
-----------
9,819
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(15) Stockholders' Equity
To eliminate OCI's historical stockholders' equity
as a result of the acquisition (2,724)
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