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EXHIBIT 99.1
OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
Unaudited Condensed Consolidated Financial Statements
September 30, 1998
2
OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
September 30, June 30,
1998 1998
---- ----
ASSETS
Cash and cash equivalents $ 512 $ 1,542
Trade receivables, net 7,083 6,660
Prepaid expenses 2,028 2,094
Other current assets 872 849
--------- ---------
Total current assets 10,495 11,145
--------- ---------
Property, plant and equipment 90,337 87,363
Less accumulated depreciation
and amortization (27,405) (25,616)
--------- ---------
Net property, plant and equipment 62,932 61,747
--------- ---------
Intangible assets 85,837 86,800
Other assets 302 529
--------- ---------
Total assets 159,566 160,221
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable 559 1,121
Accrued expenses 3,161 5,868
Deferred income 358 318
--------- ---------
Total current liabilities 4,078 7,307
Long-term debt 147,000 143,100
Preferred interests of a subsidiary 5,484 5,484
Deferred tax liability 2,029 1,606
--------- ---------
Total liabilities 158,591 157,497
--------- ---------
(continued)
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OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
September 30, June 30,
1998 1998
---- ----
Stockholders' Equity:
Series A preferred stock, $.01 par value authorized
300,000 shares; 186,220.93 shares issued and
outstanding at September 30, 1998, and June
30, 1998 (Aggregate liquidation preference of
$20,019) Undesignated preferred stock $.01 par
value. Authorized 4,700,000 shares; none issued
and outstanding $ 2 $ 2
Class A common stock, $.01 par value, authorized 10,000
shares; issued and outstanding 8,417.72 shares -- --
Class B common stock, $.01 par value, authorized 10,000
shares; issued and outstanding 3,689.28 shares -- --
Additional paid-in capital 22,624 22,624
Accumulated deficit (21,651) (19,902)
--------- ---------
Stockholders' equity 975 2,724
--------- ---------
Total liabilities and
stockholders' equity $ 159,566 $ 160,221
========= =========
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OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Three Months Ended
September 30,
1998 1997
---- ----
Net revenues $ 15,649 $ 13,472
-------- --------
Operating expenses:
Direct advertising
expenses 5,246 4,349
Selling, general and
administrative expenses 4,837 3,600
Depreciation and
amortization 3,748 3,182
-------- --------
13,831 11,131
-------- --------
Operating income 1,818 2,341
-------- --------
Non-operating (income) expense:
Interest expense 3,419 3,051
Other expenses (income) (257) 145
-------- --------
3,162 3,196
-------- --------
Loss before income taxes (1,344) (855)
Income tax expense 405 1,193
-------- --------
Net loss before extraordinary item (1,749) 2,048
Extraordinary loss from early
extinguishment of debt, net of income
tax benefit of 1,711 -- (2,676)
-------- --------
Net loss $ (1,749) $ (4,724)
======== ========
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OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Three Months Ended Three Months Ended
September 30, 1998 September 30, 1997
------------------ ------------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES $ (1,942) $ 2,687
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,988) (2,796)
Other -- 28
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Net cash used in investing activities (2,988) (2,768)
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issuance costs -- (5,336)
Principal payments on long-term debt -- (115,650)
Proceeds from issuance of long-term debt 3,900 16,650
Proceeds from note offering -- 105,000
--------- ---------
Net cash provided by financing activities 3,900 664
Net increase (decrease) in cash and cash
equivalents (1,030) 583
Cash and cash equivalents at beginning
of period 1,542 1,713
--------- ---------
Cash and cash equivalents at end of
period 512 2,296
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 6,051 $ 2,570
========= =========
Cash paid for state and
federal income taxes $ 11 $ 187
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SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES:
Preferred stock issued in exchange for
subordinated debt including accrued
interest of $1,332 $ -- $ 18,622
========= =========
Preferred interests issued in exchange
for subordinated debt including accrued
interest of $348 $ -- $ 5,484
========= =========
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OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Outdoor Communications, Inc. (the Company) have been prepared in conformity with
generally accepted accounting principles and with the instructions for Form 10-Q
and Rule 10-01 of Regulation S-X as they apply to interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
All significant intercompany transactions have been eliminated in consolidation.
The consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1998. The Company
is a holding company with no assets or operations other than its investment in
its subsidiaries.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of financial position
and results of operations have been included. The operating results for interim
periods are not necessarily indicative of the results to be expected for the
full fiscal year.
Earnings Per Share
An earnings per share calculation has not been presented because the Company is
closely held by a private investor group and, accordingly, earnings per share is
not required or meaningful.
Subsequent Events
On August 10, 1998, the Company entered into a Stock Purchase Agreement,
pursuant to which Lamar Advertising Company will acquire 100% of the Company's
outstanding stock for $385 million which includes the assumption of debt. The
acquisition was consummated on October 1, 1998.
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