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EXHIBIT 99.1
LAMAR ADVERTISING COMPANY
IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS
September 30, 1998
From time to time, Lamar Advertising Company, through its management, may make
forward-looking public statements, such as statements concerning then expected
future revenues or earnings or concerning projected plans and performance, as
well as other estimates relating to future operations. Forward-looking
statements may be in reports filed under the Securities Exchange Act of 1934, as
amended, in press releases or in oral statements made with the approval of an
authorized executive officer. The words "anticipates," "expects," "intends,
"estimates," "projects," or similar expressions identify such "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934 and Section 27A of the Securities Act of 1933, as enacted by the Private
Securities Litigation Reform Act of 1995.
We caution readers not to rely too heavily on these forward-looking statements.
In addition, we advise readers that the factors listed below, as well as other
factors not currently identified by management, could affect our financial or
other performance and could cause our actual results for future periods to
differ materially from any opinions or statements expressed with respect to
future periods or events in any current statement.
We will not and specifically decline any obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events which may cause management
to re-evaluate such forward-looking statements.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, we are hereby filing cautionary statements
identifying factors that could cause our actual results to differ materially
from those projected in forward-looking statements made by or on behalf of Lamar
Advertising Company.
SIGNIFICANT DEBT
We have borrowed substantial amounts of money in the past and may borrow more
money in the future.
A syndicate of commercial banks has committed to loan us up to $400 million in
revolving credit and term loans under a credit facility which matures on
December 31, 2005. As of October 1, 1998, we owed $323 million under this credit
facility. In addition, upon our request, the banks have the option to loan us an
additional $100 million dollars under the terms of this credit facility. Loans
under the credit facility bear interest at applicable margins (which vary based
upon our indebtedness to trailing four quarters EBITDA) over prevailing LIBOR or
Chase Bank Base Rates as in effect from time to time.
EBITDA is operating income before depreciation and
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amortization, a commonly used measure of financial performance. LIBOR is the
London Interbank Offered Rate, a commonly used reference for variable interest
rates.
We also have an aggregate of $455 million in notes outstanding. Our 9 5/8%
Senior Subordinated Notes mature in 2006, and our 8 5/8% Senior Subordinated
Notes mature in 2007. We pay interest on each series of notes twice a year.
In connection with our acquisition of Outdoor Communications, Inc., we assumed
$105 million of Senior Subordinated Notes which mature in 2007 and issued an
additional $45 million of notes to former stockholders of Outdoor
Communications, Inc. which are due January 10, 1999.
In addition to our debt, we have outstanding Class A Preferred Stock which
receives a yearly cumulative preferred dividend. As of September 30, 1998,
$3,649,035 of Class A Preferred Stock with a par value of $638 per share were
outstanding and entitled to annual dividends of $364,903.
A large part of our cash flow from operations must be used to make payments on
our debt and Class A Preferred Stock. If our operations make less money in the
future, we may need to borrow to make these payments. We cannot guarantee that
such additional financing will be available or available on favorable terms. We
also may need the consent of the banks under our credit facility, or the holders
of other indebtedness, to borrow additional money. Some of our competitors have
less debt and, therefore, may have more flexibility operating their businesses
and using their cash flow from operations.
RESTRICTIONS IN DEBT AGREEMENTS
The terms of our credit facility and the indentures relating to our outstanding
notes restrict, among other things, our ability to:
o dispose of assets;
o incur or repay debt;
o create liens; and
o make investments.
The credit facility also requires that we maintain specified financial ratios
and levels including:
o cash interest coverage;
o fixed charge coverage;
o senior debt ratios; and
o total debt ratios.
Our ability to comply with these restrictions, and any similar restrictions in
future agreements, depends on the performance of the company. Because our
performance is subject to prevailing economic, financial and business conditions
and other factors that are beyond our control, we may be unable to comply with
these restrictions in the future. Failure to comply with the
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restrictions may cause all amounts outstanding under the credit facility to
become immediately due. We cannot guarantee that we would be able to make such a
payment or that making the payment would not adversely affect our financial
position.
CHANGES IN ECONOMIC AND ADVERTISING TRENDS
We sell advertising space to generate revenues. General economic conditions and
trends in the advertising industry affect the amount of advertising space
purchased. A reduction in money spent on our displays could result from:
o a general decline in economic conditions;
o a decline in economic conditions in particular markets where we
conduct business; or
o a reallocation of advertising expenditures to other available media by
significant users of our displays.
Although we believe that in recent years the amount of money spent on outdoor
advertising has increased faster than total U.S. advertising expenditures, this
performance may not continue in the future. Moreover, the amount spent on all
advertising, including the outdoor segment, may decline.
POTENTIAL ELIMINATION OR REDUCTION OF TOBACCO ADVERTISING
Manufacturers of tobacco products, mainly cigarettes, were historically major
users of outdoor advertising displays. Beginning in 1992, the leading tobacco
companies substantially reduced their domestic advertising expenditures in
response to societal and governmental pressures and other factors. Our revenues
from the tobacco products industry are depicted in the following table.
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OUTDOOR ADVERTISING
PERIOD ENDED NET REVENUES
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June 30, 1998 9%
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December 31, 1997 9%
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October 31, 1996 10%
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October 31, 1995 9%
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October 31, 1994 7%
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October 31, 1993 7%
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October 31, 1992 12%
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As you can see from the table, the percentage of our advertising revenues that
come from the tobacco products industry has decreased since 1992. The tobacco
industry could further decrease its outdoor advertising expenditures voluntarily
or as a result of governmental regulation.
In June 1997 several of the major tobacco companies in the United States that
had been sued by numerous state attorneys general reached agreement on a
proposed settlement. The terms of this proposed settlement included a ban on all
outdoor advertising of tobacco products commencing nine months after
finalization of the settlement. The settlement, however, was subject to numerous
conditions, most importantly the enactment of legislation by the federal
government. The settlement collapsed in June 1998 after Congress failed to enact
the required legislation. The bill was resubmitted to the Senate Commerce
Committee, but further action before the end of the 1998 Congressional session
is unlikely.
In October 1998, the tobacco companies and attorneys general of 38 states began
discussing a new national tobacco settlement. Under the terms of the proposed
plan, tobacco companies would discontinue all advertising on billboards. At this
time the timing and terms of any definitive settlement are uncertain. If the
tobacco industry eliminates or reduces billboard advertising, our outdoor
advertising revenues could decrease immediately and our available inventory
could increase. An increase in available inventory could cause us to reduce our
rates or limit our ability to raise rates for some period. If a new tobacco
settlement were finalized according to the proposed terms and if we were unable
to replace revenues from tobacco advertising, the proposed settlement would have
an adverse effect on our results of operations. While we believe that we would
be able to replace a substantial portion of the tobacco advertising revenues
that would be eliminated, we cannot guarantee that we will be able to do so or
do so at comparable advertising rates.
The states of Florida, Mississippi, Texas and Minnesota have reached separate
settlements of litigation with the tobacco industry. These settlements were not
conditioned on federal government approval. The Florida and Mississippi
settlements provided for the elimination of all outdoor advertising of tobacco
products by February 1998 and the Texas settlement requires removal by June
1998. We removed all of our tobacco billboards and advertising in Florida,
Mississippi and Texas in compliance with those settlement deadlines. The
Minnesota settlement requires the elimination of all outdoor advertising of
tobacco products by November 1998. The following table sets forth information
about our advertising markets in Florida, Mississippi and Texas at December 31,
1997.
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TOTAL PORTION OF TOTAL
ADVERTISING ADVERTISING
REVENUES IN REVENUES FROM
# OF ADVERTISING # OF MARKETS IN STATE TOBACCO
STATE DISPLAY THE STATE (IN MILLIONS) ADVERTISING
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Florida 4,253 7 $19.2 $1.8
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Mississippi 2,532 3 $10.6 $0.8
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Texas 3,300 6 $11.0 $0.8
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Before our acquisition of Outdoor Communications, Inc. on October 1, 1998, we
did not have any outdoor advertising displays for tobacco products in Minnesota.
By acquiring Outdoor Communications, Inc. we acquired 1,329 outdoor advertising
displays, some of which were used for advertising tobacco products. However, we
removed all of our outdoor advertising displays for tobacco products in
Minnesota before the settlement deadline of November 1998.
Although we have removed all of our tobacco advertising in states where
settlements are in place, the size and scope of the Minnesota settlement, which
includes the ban on all outdoor tobacco advertising, may foreshadow similar
settlements of tobacco-related litigation in other states, which may adversely
affect outdoor advertising revenues.
REGULATION OF OUTDOOR ADVERTISING
The outdoor advertising business is regulated by federal, state and local
governments. The federal government conditions federal highway assistance on
states imposing location restrictions on the placement of billboards on primary
and interstate highways. Federal laws also impose size, spacing and other
limitations on billboards. Some states have adopted standards more restrictive
than the federal requirements. Local governments generally control billboards as
part of their zoning regulations. Some local governments prohibit the
construction of new billboards and the reconstruction of significantly damaged
billboards. Others allow new construction only to replace existing structures.
Some of the jurisdictions where we do business have adopted amortization
ordinances. These ordinances mandate removal of outdoor advertising displays by
a future date. The ordinances often do not provide for payment to the owner for
the loss of structures that are required to be removed. Certain federal and
state laws require payment of compensation in such circumstances. Local laws
that require the removal of a billboard without compensation have been
challenged in state and federal courts with conflicting results. Although we
have been successful in the past in negotiating acceptable arrangements when our
displays have been subject to removal or amortization under these types of local
laws, we may not be successful in the future. We cannot predict what effect
these types of regulations will have on our operations in the future.
We do not believe that any laws currently in place will have a material adverse
effect on our business. However, additional regulations may be imposed on
outdoor advertising in the future. Legislation regulating the content of
billboard advertisements has been introduced in Congress from time to time in
the past. Additional regulations or changes in the current laws regulating and
affecting outdoor adverting at the federal, state or local level may have a
serious adverse effect on our results of operations.
RISKS RELATING TO GROWTH THROUGH ACQUISITIONS
We have substantially increased our inventory of advertising displays through
acquisitions. Our operating strategy involves making purchases in markets where
we currently compete as well as in new markets. We believe that opportunities to
purchase other outdoor advertisers will be available in the future because the
outdoor advertising industry is made up of many participants
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of various sizes. The market has been consolidating, however, and this may
adversely affect our ability to find suitable candidates for purchase.
We are also likely to face increased competition from other outdoor advertising
companies for the companies or assets we wish to purchase. Increased competition
may lead to higher prices for outdoor advertising companies and assets and
decrease those we are able to purchase. We do not know if we will have
sufficient capital resources to make purchases, obtain any required consents
from our lenders, or find purchasing opportunities with acceptable terms.
From January 1, 1997 to October 1, 1998, we purchased 60 complementary
businesses, the most significant of which was the acquisition of Outdoor
Communications, Inc. for $385 million. We must integrate these businesses into
our existing operations. This process of integration may result in unforeseen
difficulties and could require significant time and attention from our
management that would otherwise be directed at developing our existing business.
Further, we cannot be certain that the benefits and cost savings that we
anticipate from these purchases will develop.
COMPETITION
We face competition from other outdoor advertising companies, some of which may
be larger and better financed than we are, as well as from other forms of media,
including television, radio, newspapers and direct mail advertising. We must
also compete with an increasing variety of other out-of-home advertising media
that include advertising displays in shopping centers, malls, airports,
stadiums, movie theaters and supermarkets, and on taxis, trains and buses.
We believe that our local orientation, including our maintenance of local
offices, has enabled us to compete successfully to date. We cannot be sure that
in the future we will compete successfully against the current and future
sources of outdoor advertising competition and competition from other media. The
competitive pressure that we face could adversely affect our profitability or
financial performance. In our logo sign business, we currently face competition
for state franchises from two other logo sign providers as well as local
companies. Initially, we compete for state franchises as they are privatized.
Because these franchises expire after a limited time, we must compete to keep
our existing franchises each time they are up for renewal.
POTENTIAL LOSSES FROM HURRICANES
A significant portion of our structures are located in the Mid-Atlantic and Gulf
Coast regions of the United States. These areas are highly susceptible to
hurricanes during the late summer and early fall. In the past, we have incurred
significant losses due to severe storms. These losses resulted from structural
damage, overtime compensation, loss of billboards that could not be replaced
under applicable laws and reduced occupancy because billboards were out of
service. We have determined that it is not economical to obtain insurance
against losses from hurricanes and other storms. We have developed contingency
plans to deal with the threat of hurricanes. For example, we attempt to remove
the advertising faces on billboards at the onset of a storm, when possible,
which permits the structures to better withstand high winds during a storm. We
then replace these advertising faces after the storm has passed. Because of our
contingency plans, we have experienced lower levels of losses from recent storms
and hurricanes. Our losses
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due to structural damage caused during Hurricane Andrew in 1992 were less than
$500,000, and we suffered no significant structural damage due to hurricanes in
1996 or 1997. We suffered some structural damage caused by Hurricane Georges in
September 1998. Based on preliminary estimates, we anticipate these losses will
be approximately $750,000. We cannot assure, however, that our contingency plans
will be effective in the future.
RISKS IN OBTAINING AND RETAINING LOGO SIGN FRANCHISES
A growing portion of our revenues and operating income come from our logo sign
franchises. We cannot predict what remaining states, if any, will start logo
sign programs or convert state-run logo sign programs to privately operated
programs. We compete with many other parties for new state logo franchises. Even
when we are awarded a franchise, the award may be challenged under state
contract bidding requirements. If an award is challenged, we may incur delays
and litigation costs.
Generally, state logo sign franchises have a term, including renewal options, of
ten to twenty years. States may terminate a franchise early, but in most cases
must pay compensation to the franchise-holder for early termination. Typically,
at the end of the term of the franchise, ownership of the structures is
transferred to the state without compensation to the franchise-holder. One of
our logo sign franchises is due to terminate in the next two years and two are
subject to renewal during that period. We cannot guarantee that we will be able
to obtain new logo sign franchises or renew our existing franchises. In
addition, after we receive a new state logo franchise, we generally incur
significant start-up costs. We cannot guarantee that we will continue to have
access to the capital necessary to finance those costs.
RELIANCE ON KEY EXECUTIVES
Our success depends to a significant extent upon the continued services of our
executive officers and other key management and sales personnel. Kevin P.
Reilly, Jr., our Chief Executive Officer, our six regional managers and the
manager of our logo sign business, in particular, are essential to our continued
success. Although we have designed our incentive and compensation programs to
retain key employees, we have no employment contracts with any of our employees
and none of our executive officers have signed non-compete agreements. We do not
maintain key man insurance on our executives. If any of our executive officers
or other key management and sales personnel stopped working with us in the
future, it could have an adverse effect on our business.