<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
September 11, 2000
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Commission File No. 333-3338
Minnesota 41-1540241
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
---------------
ADAMS OUTDOOR ADVERTISING, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 333-3338-01
Minnesota 41-1540245
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1380 West Paces Ferry Road, N.W.
Suite 170, South Wing
Atlanta, GA 30327
(Address of principal executive offices)
(404) 233-1366
(Registrant's telephone number, including area code)
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The unaudited pro forma financial statements of operations for the year ended
December 31, 1999, October 31, 1999 and the six months ended June 30, 2000
illustrate the estimated effects of the acquisitions as if each had occurred as
of the beginning of the earliest period presented.
2
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
AOALP HSP Horizon
12 months ended 12 months ended 12 months ended
12/31/1999 10/31/1999 12/31/1999 Acquisition
(audited) (audited) (unaudited) Adjustments Consolidated
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Gross Revenues $74,808 $ 9,934 $2,054 $ - $86,796
Less agency commissions 6,768 - - - 6,766
------- ------ ------ ------- -------
Net outdoor advertising revenue 68,040 9,934 2,054 - 80,028
Operating expenses:
Direct advertising expenses 33,508 8,104 1,328 - 42,940
Corporate general and administrative 3,660 - - - 3,660
Depreciation and amortization 6,930 226 117 1,070 (2) 8,987
644 (2)
Management fee charges - 344 - (344) (3) 0
Deferred compensation 2,479 - - - 2,479
------- ------ ----- ------- -------
Total operating expenses 46,577 8,674 1,445 1,370 58,068
------- ------ ----- ------- -------
Operating income 21,463 1,260 609 (1,370) 21,962
------- ------ ----- ------- -------
Other expenses (income):
Interest expenses 13,363 153 5 2,100 (2) 17,024
1,561 (2)
(153) (4)
(5) (4)
Interest expense-related parties - - - - -
Payments to partners 2,500 - - - 2,500
Other (income) expenses, net (54) - (18) - (72)
Unrealized gain on investments (689) - - - (689)
Loss on disposals of property, plant
and equipment, net 369 - 11 - 380
------- ------ ----- ------- -------
Total other expenses 15,488 153 (2) 3,503 19,143
------- ------ ----- ------- -------
Income before taxes 5,975 1,106 611 (4,873) 2,819
Income tax provision - 607 233 - 840
Extraordinary loss on early
extinguishment of debt 194 - - - 194
------- ------ ----- -------- -------
Net income $ 5,761 $ 499 $ 378 $ (4,873) $1,785
======= ====== ====== ======== =======
</TABLE>
3
<PAGE>
[CAPTION]
<TABLE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
(Dollars in thousands)
Acquisition
AOALP HSP Horizon Adjustments Consolidated
-------- ------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Gross Revenues $ 38,451 $ 5,395 $ 1,067 $ - $ 44,914
Less agency commissions 3,447 - - - 3,447
-------- ------- ------- -------- ---------
Net outdoor advertising revenue 35,004 5,395 1,067 - 41,467
Operating expenses:
Direct advertising expenses 16,972 4,534 693 - 22,199
Corporate general and administrative 1,575 - - - 1,575
Depreciation and amortization 3,188 181 58 535 (2) 4,284
322 (2)
Deferred compensation 720 - - - 720
-------- ------- ------- -------- ---------
Total operating expenses 22,454 4,716 751 - 28,779
-------- ------- ------- -------- ---------
Operating income 12,550 679 316 (857) 12,688
-------- ------- ------- -------- ---------
Other expenses (income):
Interest expense 6,808 46 2 1,050 (2) 8,648
781 (2)
(2)(4)
(37)(4)
Interest expense - related parties 477 151 - (25)(4) 603
Payments to partners - - - - -
Management bonus - 218 - - 218
Other expenses (income), net 3 78 - - 81
Loss on disposals of property, plant
and equipment, net 48 - - - 48
-------- ------- ------- -------- ---------
Total other expenses 7,336 493 2 1,767 9,596
-------- ------- ------- -------- ---------
Income before taxes 5,214 186 314 (2,624) 3,090
Income tax provision - 74 147 - 220
-------- ------- ------- -------- ---------
Net income $ 5,214 $ 113 $ 167 $ (2,624) $ 2,870
======== ======= ======= ======== =========
</TABLE>
4
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The unaudited pro forma financial statements have been prepared using the
purchase method of accounting, whereby the total cost of the acquisitions is
allocated to the tangible and intangible assets acquired and liabilities assumed
based upon their respective fair values at the effective dates of such
acquisitions. For the purposes of the unaudited financial information, such
allocations have been made based upon currently available information and
management's estimates.
The historical financial statements are derived from the audited financial
statements of Adams Outdoor Advertising L.P. (the "Company") for the year ended
December 31, 1999 and HSP Graphics Ltd. ("HSP") for the year ended October
31, 1999, the unaudited financial statements of Horizon Outdoor Advertising
("Horizon") for the year ended December 31, 1999, and the unaudited statements
of the Company, HSP and Horizon for the six months ended June 30, 2000. The
unaudited financial statements reflect all adjustments, consisting primarily of
normal recurring accruals, which in the opinion of management of the Company are
necessary for a fair presentation of results for the respective periods.
The unaudited pro forma financial information does not purport to represent what
the results of operations or financial position of the Company would actually
have been if the acquisitions had occurred on such dates or to project the
results of operations or financial position of the Company for any future date
or period.
(1) Reflects the historical operating results of the Company and Horizon for the
year ended December 31, 1999, of HSP for the year ended October 31, 1999 and
of the Company, HSP and Horizon for the six months ended June 30, 2000.
(2) Reflects adjustments to record goodwill amortization for HSP of $21 million
over a 20-year period ($1.1 million per year) and Horizon of $12.9 million
over a 20-year period ($644,000 per year). For the six months ended June 30,
2000, the amortization expense for HSP and Horizon is $535,000 and $322,000,
respectively. In addition, for the fiscal year ended, interest expense is
reflected for HSP of $21 million (purchase price) times an effective
interest rate of 10%, or $2.1 million. The additional interest expense for
Horizon would be $1.6 million based on a purchase price of $15.6 million.
For the six months ended June 30, 2000, the interest expense for HSP and
Horizon would be $1.1 million and $781,000, respectively.
Yearly amortization and interest:
HSP Goodwill $21,400,000/20 years $1,070,000
Horizon Goodwill $12,899,489/20 years $ 644,000
HSP Interest Expense $21,000,000 @ 10% $2,100,000
Horizon Interest Expense $15,613,350 @ 10% $1,561,000
(3) Reflects elimination of management fees of $344,000 paid to previous owners.
5
<PAGE>
(4) Reflects elimination of interest expense:
HSP 10/31/99 $153,000
Horizon 12/31/99 $ 5,000
HSP 6/30/00 $ 37,000
Horizon 6/30/00 $ 2,000
HSP related party 6/30/00 $ 25,000
6
<PAGE>
Adams Outdoor Advertising Limited Partnership, a Minnesota limited partnership
and Adams Outdoor Advertising, Inc., a Minnesota corporation hereby amend their
Report on Form 8-K dated 7/13/00. The item number and responses thereto below
are in accordance with the requirements on Form 8-K.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
(b) Pro Forma Financial Information
(c) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 11, 2000 ADAMS OUTDOOR ADVERTISING
LIMITED PARTNERSHIP
By Adams Outdoor Advertising, Inc.
Its General Partner
By /s/ J. Kevin Gleason
--------------------------------------
J. Kevin Gleason
President and Chief Executive Officer
By /s/ Abe Levine
--------------------------------------
Abe Levine
Chief Financial Officer
(Principal Financial and
Accounting Officer)
ADAMS OUTDOOR ADVERTISING, INC.
By /s/ J. Kevin Gleason
--------------------------------------
J. Kevin Gleason
President and Chief Executive Officer
By /s/ Abe Levine
--------------------------------------
Chief Financial Officer
(Principal Financial and
Accounting Officer)
7
