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 3/31/97 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 333-16631-01 MINNESOTA LOGOS, A PARTNERSHIP (Exact name of registrant as specified in its charter) Minnesota 41-1804634 (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 (504) 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 CONTENTS Page PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Condensed Balance Sheets as of October 31, 1996 and December 31, 1996 (unaudited) and March 31, 1997 (unaudited) 1 Condensed Statement of Operations Three Months Ended March 31,1996 (unaudited), and March 31, 1997 (unaudited) 2 Condensed Statement of Cash Flow for Three Months Ended March 31, 1996 (unaudited) and 3 March 31, 1997 (unaudited) Notes to Condensed Financial Statements 4 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II - OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K Signatures 6 PART I - FINANCIAL INFORMATION ITEM 1. - FINANCIAL STATEMENTS MINNESOTA LOGOS, A PARTNERSHIP CONDENSED BALANCE SHEETS OCTOBER 31, 1996, DECEMBER 31,1996, AND MARCH 31, 1997 October 31, December 31, March 31, 1996 1996 1997 (unaudited) (unaudited) ASSETS Current assets : Cash $ 2,500 2,500 2,500 Accounts receivable 50,707 123,375 81,462 Other current assets - - 5,042 Total current assets 53,207 125,875 89,004 Plant and equipment 1,959,015 1,934,146 2,027,222 Less accumulated depreciation ( 171,026) ( 191,217) ( 248,126) 1,787,989 1,742,929 1,779,096 Other assets net of accumulated amortization of $41,388 in October 1996, $45,875 in December 1996, $52,856 in March 1997 98,239 93,752 86,770 $1,939,435 1,962,556 1,954,870 LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Trade accounts payable 2,327 35,715 31,475 Accrued expenses 5,121 6,860 1,020 Deferred income 264,498 298,182 262,622 Advances from affiliates 1,494,844 1,380,792 1,359,996 Total current liabilities 1,766,790 1,721,549 1,655,113 Partners' capital 172,645 241,007 299,757 Total liabilities and partners' capital $1,939,435 1,962,556 1,954,870 See accompanying notes to condensed financial statements. MINNESOTA LOGOS, A PARTNERSHIP CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ending March 31, 1996 1997 Logo revenue $ 203,750 245,171 Operating expenses : Direct expenses 87,164 72,587 General and administrative expenses 64,575 49,944 Depreciation 29,694 56,909 Amortization 6,981 6,981 188,414 186,421 Operating income 15,336 58,750 Loss on disposition of assets 69,513 - Net income\(loss) ( 54,177) 58,750 See accompanying notes to condensed financial statements. MINNESOTA LOGOS, A PARTNERSHIP CONDENSED STATEMENTS OF CASH FLOW (Unaudited) Three Months Ended March 31, 1996 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income ( 54,177) 58,750 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 36,675 63,890 Loss on disposition of assets 69,513 - Changes in operating assets and liabilities: Decrease (increase) in assets Accounts receivable 57,203 41,913 Prepaid expenses 4,933 ( 5,042) Increase (decrease)in liabilities Accounts payable - ( 4,240) Accrued expenses 1,408 ( 5,840) Deferred income ( 36,985) ( 35,560) Net cash provided by operating activities 78,570 113,871 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 85,113) ( 93,075) Net cash used in investing activities ( 85,113) ( 93,075) CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES Advances from affiliates 6,543 ( 20,796) Net cash provided by (used in) Financing activities 6,543 ( 20,796) Net increase in cash - - Cash, beginning of period 2,500 2,500 Cash, end of period 2,500 2,500 See accompanying notes to condensed financial statements. MINNESOTA LOGOS, A PARTNERSHIP NOTES TO CONDENSED FINANCIAL STATEMENTS 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 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 financial statements, of Minnesota Logos, a Partnership ("The Partnership") and the notes thereto included in the Partnership's annual report on form 10-K. Organization The Partnership is 95% owned by Minnesota Logos, Inc., whose ultimate parent is Lamar Advertising Company. Global Contracting, L.L.P. owns the remaining 5% of the Partnership. The Partnership was awarded the Minnesota state logo sign franchise effective August 1995. Its principal service is to provide interstate logo advertising in the state of Minnesota. Change of Fiscal Year End On December 17, 1996, the General Partner of the Partnership determined to change the Partnership's fiscal year such that the Partnership's fiscal year shall end on December 31 of each year. The Partnership's last fiscal year ended on October 31,1996. The two-month period from November 1, 1996 to December 31, 1996 is being treated as a transition period that will not be a part of fiscal year 1996 or fiscal year 1997. Affiliates The Partnership is affiliated through common ownership, directorate control and common management with Lamar Advertising Company, The Lamar Corporation and their subsidiaries. Commitments and other Contingencies The Partnership is a guarantor, jointly and severally with other affiliated companies, of the payment of approximately $255,000,000 in senior subordinated notes issued by its parent, Lamar Advertising Company. The Partnership's employees are covered by Lamar Advertising Company's self-insured group health program. Coverage is available to all employees who work in excess of 30 hours per week. The Partnership and/or parent is obligated to pay all claims on these policies which are in excess of premiums up to policy limits of $150,000 per employee, per claim, per year, at which point reinsurance pays any additional charges. The Partnership is also self-insured with respect to its income disability benefits and against casualty losses on logo sign structures. ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES The Partnership's net cash provided by operating activities is $113,871 for the three months ended March 31,1997 which consists of the Partnership's net income of $58,750, non-cash items of $63,890, a net increase in assets of $36,871 and net decrease in liabilities of $45,640. Net cash used in investing activities is $93,075. Cash flows used in financing activities were $20,796 entirely from advances from affiliates. As a result of the above factors, there is no change in cash for the three months ended March 31, 1997. RESULTS OF OPERATIONS Three months ended March 31, 1996 as compared to three months ended March 31, 1997 Revenues for the three months ended March 31, 1997 increased $41,421 to $245,171 from $203,750 for the same period in 1996. This increase was due to the continued development of the program. Operating expenses exclusive of depreciation and amortization for the three months ended March 31, 1997 decreased $29,208 to $122,531 from $151,739 for the same period in 1996. Depreciation and amortization expense for the three months ended March 31, 1997 increased $27,215 as compared to the same period in 1996. Due to the above factors operating income for the three months ended March 31, 1997 increased $43,414 to $58,750 from $15,336 for the same period in 1996. As a result of the foregoing factors net earnings for the three months March 31, 1997 increased $112,927 to $58,750 from a net loss of $54,177 for the same period in 1996. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits : Exhibits 27.1 Financial Data Schedule. (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. MINNESOTA LOGOS, A PARTNERSHIP, (Registrant), BY MINNESOTA LOGOS, ITS GENERAL PARTNER May 9, 1997 /S/ Keith A. Istre Date Keith A. Istre Chief Financial and Accounting Officer and Director