1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A [ X ] Amendment No. 1 to Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended September 30, 1999 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from Commission file number 001-12407 LAMAR MEDIA CORP. (Exact name of registrant as specified in its charter) DELAWARE 72-1205791 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 5551 Corporate Blvd., Baton Rouge, LA 70808 (Address of principal (Zip Code) executive officers) Registrant's telephone number, including area code (225) 926-1000 Indicate by check mark whether the 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 [ ] Outstanding as of Class November, 10, 1999 ----- ------------------ Common Stock, par value $ .01 per share 100 LAMAR MEDIA CORP. MEETS THE CONDITIONS OF GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE FORMAT AS PERMITTED BY SUCH INSTRUCTION. 2 This Amendment No. 1 to Quarterly Report on Form 10-Q/A is being filed solely for the purpose of amending Part I, Item 1 in the Company's Quarterly Report of Form 10-Q for the period ended September 30, 1999, which was filed with the Securities and Exchange Commission on November 12, 1999 (the "September 30 10-Q") to correct typographical errors in footnote 2 "Acquisitions" contained therein. Item I "Financial statements" set forth in the September 30, 10Q is hereby deleted in its entirety and the following is substituted therefor. 3 PART I - FINANCIAL INFORMATION ITEM 1.- FINANCIAL STATEMENTS LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) September 30, December 31, 1999 1998 ------------ ----------- ASSETS Cash and cash equivalents $ 10,778 $ 128,597 Receivables, net 83,636 40,380 Prepaid expenses 22,235 12,346 Other current assets 18,295 1,736 ----------- ----------- Total current assets 134,944 183,059 ----------- ----------- Property, plant and equipment 1,410,561 661,324 Less accumulated depreciation and amortization (215,240) (153,972) ----------- ----------- Net property, plant and equipment 1,195,321 507,352 ----------- ----------- Intangible assets 1,872,295 705,934 Other assets - non-current 24,634 17,032 ----------- ----------- Total assets $ 3,227,194 $ 1,413,377 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 9,806 $ 4,258 Accrued expenses 67,713 25,912 Current maturities of long-term debt 4,670 49,079 Deferred income 13,178 9,589 ----------- ----------- Total current liabilities 95,367 88,838 Long-term debt 1,593,690 827,453 Deferred tax liability 124,329 25,613 Deferred income 1,224 1,293 Other liabilities 4,732 3,401 ----------- ----------- Total liabilities 1,819,342 946,598 ----------- ----------- Common stock, $.01 par value, authorized 3,000 shares; issued and outstanding 100 shares at September 30, 1999 -- -- Class A preferred stock, par value $638, $63.80 cumulative dividends, authorized 10,000 shares; 5,719.49 shares issued and outstanding at December 31, 1998 -- 3,649 Class A common stock, $.001 par value, authorized 125,000,000 shares; issued and outstanding 43,392,876 shares at December 31, 1998 -- 43 Class B common stock, $.001 par value, authorized 37,500,000 shares; issued and outstanding 17,699,997 shares at December 31, 1998 -- 18 Additional paid-in capital 1,469,606 505,644 Accumulated deficit (61,754) (42,575) ----------- ----------- Stockholders' equity 1,407,852 466,779 ----------- ----------- Total liabilities and stockholders' equity $ 3,227,194 $ 1,413,377 =========== =========== See accompanying notes to condensed consolidated financial statements 4 LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS) Three Months Ended Nine Months Ended September 30, September 30, 1999 1998 1999 1998 --------- --------- --------- --------- Net revenues $ 111,039 $ 73,528 $ 294,614 $ 201,600 Operating expenses Direct advertising expenses 33,236 22,257 93,481 64,696 Selling, general and administrative expenses 23,113 14,954 63,966 43,178 Depreciation and amortization 40,434 20,375 104,647 57,471 --------- --------- --------- --------- 96,783 57,586 262,094 165,345 --------- --------- --------- --------- Operating income 14,256 15,942 32,520 36,255 --------- --------- --------- --------- Other expense (income) Interest income (112) (123) (1,067) (359) Interest expense 21,092 12,116 57,471 39,357 (Gain) loss on disposition of assets (5,189) 81 (5,666) 473 --------- --------- --------- --------- 15,791 12,074 50,738 39,471 --------- --------- --------- --------- Earnings (loss) before income taxes extraordinary item and cumulative effect of a change in accounting principle (1,535) 3,868 (18,218) (3,216) Income tax expense 1,504 2,239 (262) 816 --------- --------- --------- --------- Earnings (loss) before extraordinary item and cumulative effect of a change in accounting principle (3,039) 1,629 (17,956) (4,032) --------- --------- --------- --------- Extraordinary item - loss on debt extinguishment net of tax benefit of $117 (182) -- (182) -- --------- --------- --------- --------- Earnings (loss) before cumulative effect of a change in accounting principle (3,221) 1,629 (18,138) (4,032) --------- --------- --------- --------- Cumulative effect of a change in accounting principle -- -- (767) -- --------- --------- --------- --------- Net earnings (loss) (3,221) 1,629 (18,905) (4,032) Preferred stock dividends -- 91 274 365 --------- --------- --------- --------- Net earnings (loss) applicable to common stock $ (3,221) $ 1,538 $ (19,179) $ (4,397) ========= ========= ========= ========= See accompanying notes to condensed consolidated financial statements -2- 5 LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (IN THOUSANDS) Three Months Ended Nine Months Ended September 30, September 30, 1999 1998 1999 1998 ---------- -------- -------- ---------- Net earnings (loss) applicable to common stock $ (3,221) $ 1,538 $(19,179) $ (4,397) Other comprehensive income (loss) unrealized loss on investment securities (net of deferred tax benefit of $217 for the nine months ended September 30, 1998) -- -- -- 354 ---------- -------- -------- ---------- Comprehensive income (loss) $ (3,221) $ 1,538 $(19,179) $ (4,043) ========== ======== ======== ========== See accompanying notes to condensed consolidated financial statements -3- 6 LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Nine Months Ended September 30, 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (18,905) $ (4,032) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 104,647 57,471 Cumulative effect of a change in accounting principle 767 -- (Gain) loss on disposition of assets (5,666) 473 Deferred taxes (9,800) (2,548) Provision for doubtful accounts 2,114 1,265 Changes in operating assets and liabilities: Decrease (Increase) in: Receivables (8,866) (1,520) Prepaid expenses 445 (714) Other assets (1,303) 978 Increase (Decrease) in: Trade accounts payable 2,022 770 Accrued expenses (2,746) 1,288 Other liabilities 18 (144) Deferred income (5,248) 2,252 --------- --------- Net cash provided by operating activities 57,479 55,539 CASH FLOWS FROM INVESTING ACTIVITIES: Increase in notes receivable (1,587) (280) Acquisition of new markets (830,428) (220,780) Capital expenditures (53,435) (40,420) Proceeds from disposition of assets 3,943 1,419 --------- --------- Net cash used in investing activities (881,507) (260,061) (continued) -4- 7 LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Nine Months Ended September 30, 1999 1998 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Debt issuance costs (12,207) (2,503) Net proceeds from issuance of common stock 2,230 181,450 Principal payments on long-term debt (78,040) (4,152) Proceeds from issuance of notes payable 287,500 70 Net borrowings under credit agreements 507,000 29,000 Dividends (274) (365) --------- --------- Net cash provided by financing activities 706,209 203,500 Net decrease in cash and cash equivalents (117,819) (1,022) Cash and cash equivalents at beginning of period 128,597 7,246 --------- --------- Cash and cash equivalents at end of period $ 10,778 $ 6,224 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 56,183 $ 37,328 ========= ========= Cash paid for state and federal income taxes $ 6,500 $ 6,129 ========= ========= Non-cash contribution from parent $ 952,255 $ 2,505 ========= ========= See accompanying notes to condensed consolidated financial statements -5- 8 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 1. Significant Accounting Policies Organization On July 20, 1999, Lamar Advertising Company reorganized into a new holding company structure. As a result of this reorganization (1) the former Lamar Advertising Company became a wholly owned subsidiary of a newly formed holding company, (2) the name of the former Lamar Advertising Company was changed to Lamar Media Corp., (3) the name of the new holding company became Lamar Advertising Company, (4) the outstanding shares of capital stock of the former Lamar Advertising Company, including the Class A common stock, were automatically converted, on a share for share basis, into identical shares of capital stock of the new holding company and (5) the Class A common stock of the new holding company commenced trading on the Nasdaq National Market under the symbol "LAMR" instead of the Class A common stock of the former Lamar Advertising Company. In addition, following the holding company reorganization, substantially all of the former Lamar Advertising Company's debt obligations, including the bank credit facility and other long-term debt remained the obligations of the Company. Under Delaware law, the reorganization did not require the approval of the stockholders of the former Lamar Advertising Company. The purpose of the reorganization was to provide Lamar Advertising Company with a more flexible capital structure and to enhance its financing options. The business operations of the former Lamar Advertising Company and its subsidiaries, including the Company, will not change as a result of the reorganization. New Accounting Pronouncements In April 1998, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 98-5, Reporting on the Costs of Start-Up Activities. SOP 98-5 is effective for financial statements for fiscal years beginning after December 15, 1998, and requires that the costs of start-up activities, including organizational costs, be expensed as incurred. The effect of SOP 98-5 is recorded as a cumulative effect of a change in accounting principle as described in Accounting Principles Board Opinion No. 20 "Accounting Changes". 2. Acquisitions On January 5, 1999, the Company purchased all of the outdoor advertising assets of American Displays, Inc. for a cash purchase price of approximately $14,500. On February 1, 1999, the Company purchased all of the outdoor advertising assets of KJS, LLC for a cash purchase price of $40,500. On April 1, 1999, the Company purchased all of the assets of Frank Hardie, Inc. for a cash purchase price of approximately $20,300. On June 1, 1999, the Company purchased the assets of Vivid, Inc. for a cash purchase price of approximately $22,100. -6- 9 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) On September 15, 1999, the Company purchased the capital stock of Chancellor Media Outdoor Corporation and Chancellor Media Whiteco Outdoor Corporation ("Chancellor Outdoor") for a combination of approximately $700,000 in cash and 26,227,273 shares of Lamar Advertising Company Class A common stock valued at approximately $947,000. The stock purchase agreement also contains a post closing adjustment in the event that the net working capital of Chancellor Outdoor as shown on the closing balance sheet is greater or less than $12,000. As of September 30, 1999, the estimated working capital adjustment to be paid by the Company is $33,053. During the nine months ended September 30, 1999, the Company completed 45 additional acquisitions of outdoor advertising and transit assets for an aggregate cash purchase price of approximately $61,000 and the issuance of 135,734 shares of Lamar Advertising Company Class A common stock valued at approximately $5,300. Each of these acquisitions were 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 purchase price has 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 allocation of the purchase price in the above transactions. Property Current Plant & Other Other Current Long-term Assets Equipment Goodwill Intangibles Assets Liabilities Liabilities ------- --------- -------- ----------- ------ ----------- ----------- American Displays 87 899 10,532 3,277 -- (284) -- KJS, LLC 46 9,468 30,543 4,489 -- (2,079) (1,921) Frank Hardie 187 6,595 10,451 3,630 -- (525) -- Vivid, Inc. 357 8,402 9,830 4,085 -- (593) -- Chancellor 55,997 642,210 298,486 779,775 169 (19,829) (106,102) Other 265 16,098 48,172 6,472 -- (1,271) (3,217) ------ ------- ------- ------- --- ------- -------- 56,939 683,672 408,014 801,728 169 (24,581) (111,240) ====== ======= ======= ======= === ======= ======== Summarized below are certain unaudited pro forma statements of operations data as if each of the above acquisitions and the acquisitions occurring in 1998, which were fully described in the Company's December 31, 1998 Annual Report on Form 10-K, had been consummated as of January 1, 1998. 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 Nine Months Ended September 30, September 30, 1999 1998 1999 1998 --------- --------- --------- --------- Revenues, net $ 156,025 $ 146,722 $ 452,063 $ 429,994 ========= ========= ========= ========= Loss before extraordinary item $ (17,218) $ (21,683) $ (67,339) $ (70,580) ========= ========= ========= ========= Net loss applicable to common stock $( 17,400) $ (21,774) $ (68,562) $ (70,945) ========= ========= ========= ========= -7- 10 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 3. Long-term debt On August 13, 1999, the Company replaced its existing bank credit facility with a new bank credit facility under which The Chase Manhattan Bank will serve as administrative agent. The new $1,000,000 bank credit facility consists of (1) a $350,000 revolving bank credit facility and (2) a $650,000 term facility with two tranches, a $450,000 Term A facility and a $200,000 Term B facility. As of September 30, 1999, the Company had borrowings under this agreement of $757,000. In connection with the reorganization of Lamar Advertising Company into a new holding company structure, the Company made a change of control tender offer to the holders of its 9 1/4% Senior Subordinated Notes due 2007 in aggregate principal amount of approximately $103,900. Pursuant to the change of control tender offer and in accordance with the Indenture, the Company offered to repurchase the Notes for 101% of the principal amount plus accrued interest. A total of $29,876 aggregate principal amount of Notes were tendered for payment on August 19, 1999, and the related 1% prepayment penalty is reflected as an extraordinary item in the Company's income statement, net of tax. 4. 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 Guarantors are jointly and severally liable under the guarantees, and the aggregate assets, liabilities, earnings and equity of the Guarantors are substantially equivalent to the assets, liabilities, earnings and equity of the Company on a consolidated basis. Summarized financial information for Missouri Logos, a Partnership, a 66 2/3% owned subsidiary of the Company and the only subsidiary of the Company that is not a Guarantor, is set forth below: Balance Sheet Information: September 30, 1999 December 31, 1998 ------------------ ----------------- Current assets 293 248 Total assets 340 297 Total liabilities 10 7 Venturers' equity 330 290 Income Statement Information: Three months ended Nine months ended September 30 September 30 1999 1998 1999 1998 ---- ---- ---- ---- Revenues 339 247 871 748 Net income 226 117 546 416 -8- 11 5. Related Party Transactions The Company has a related party note payable to its parent corporation, Lamar Advertising Company, in the amount of $287,500, at 5 1/4% interest. The note payable is due September 15, 2006, with the related interest expense due semi-annually. At September 30, 1999, the company had accrued interest payable of $620 reflected in accrued expenses related to this note. The Company also has an inter-company receivable at September 30, 1999 from its parent corporation in the amount of $6,600 as a result of normal operating activity. This receivable is non-interest bearing with no scheduled maturity and is reflected in other assets at September 30, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. LAMAR MEDIA CORP. DATED: December 28, 1999 BY: /s/ Keith Istre --------------------------------------- Keith A. Istre Chief Financial and Accounting Officer and Director -9-