OBIE MEDIA CORP
10QSB, 2000-10-16
ADVERTISING
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended              August 31, 2000
                               -------------------------------------------------

             [ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE
                                  EXCHANGE ACT

   For the transition period from ___________________to_________________________

                        Commission File Number 000-21623

                             OBIE MEDIA CORPORATION
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)

         OREGON                                                  93-0966515
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                               Identification No.)


4211 West 11th Ave., Eugene, Oregon                  97402
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

               541-686-8400                            FAX 541-345-4339
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or 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 [ ].

     As of October 4, 2000,  5,896,232  shares of the issuer's common stock were
outstanding.

     This  report  contains 12 pages.  The only  exhibit is the  Financial  Data
Schedule.



<PAGE>
<TABLE>
<CAPTION>
                             OBIE MEDIA CORPORATION
                           Consolidated Balance Sheets

                                     ASSETS

                                                             August 31,     November 30,
                                                                2000            1999
                                                           --------------  --------------
<S>                                                        <C>             <C>
CURRENT ASSETS:
    Cash                                                      $  305,266        $ 34,224
    Accounts receivable, net                                  10,392,797       8,715,044
    Prepaids and other current assets                          3,690,406       2,375,237
    Deferred income taxes                                        959,427         959,427
                                                           --------------  --------------
        Total current assets                                  15,347,896      12,083,932

Property and equipment, net                                   15,583,011      12,837,224
Goodwill, net                                                  6,792,731       7,183,581
Other assets                                                     602,468         599,464
                                                           --------------  --------------
                                                             $38,326,106     $32,704,201
                                                           ==============  ==============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Current portion of long-term debt                        $1,752,072      $1,743,718
    Line of credit                                            4,439,543       2,505,534
    Accounts payable                                          1,595,277         999,894
    Accrued expenses                                            433,295       2,085,357
    Income taxes payable                                      1,012,159         443,916
    Deferred revenue                                          2,047,468       1,610,855
                                                           -------------   -------------
        Total current liabilities                            11,279,814       9,389,274

Deferred income taxes                                           995,407         995,407
Long-term debt, less current portion                          7,516,850       4,919,353
                                                           -------------   -------------
       Total liabilities                                     19,792,071      15,304,034
                                                           -------------   -------------

Minority interest in subsidiary                                  35,424          35,424

Shareholders' equity:
    Preferred stock, without par value, 10,000,000 shares
        authorized, no shares issued or outstanding
    Common stock, without par value; 20,000,000 shares
        authorized, 5,896,232 and 5,855,244 shares
        issued and outstanding, respectively                 16,908,476      16,657,650
    Note receivable from shareholder                           (59,895)               0
    Options issued for common stock                             211,763         211,763
    Foreign currency translation                                (3,213)           (993)
    Retained earnings                                         1,441,480         496,323
                                                           -------------   -------------
        Total shareholders' equity                           18,498,611      17,364,743
                                                           -------------   -------------
                                                            $38,326,106     $32,704,201
                                                           =============   =============
</TABLE>
See accompanying notes

                                       1

<PAGE>
<TABLE>
<CAPTION>
                             OBIE MEDIA CORPORATION
                      Consolidated Statements of Operations



                                 Three Months Ended August 31,     Nine Months Ended August 31,
                                 ------------------------------   ------------------------------
                                      2000           1999              2000            1999
                                 --------------  --------------   ---------------  -------------
<S>                              <C>             <C>              <C>              <C>
REVENUES:
  Transit advertising              $12,568,186      $9,187,179       $31,236,535    $23,761,395
  Outdoor advertising                1,746,323       1,569,939         4,953,885      4,383,332
                                 --------------  --------------   ---------------  -------------
  Gross revenue                     14,314,509      10,757,118        36,190,420     28,144,727
  Less - Agency commissions        (1,288,677)     (1,117,276)       (3,290,034)    (2,775,011)
                                 --------------  --------------   ---------------  -------------
      Net revenues                  13,025,832       9,639,842        32,900,386     25,369,716

OPERATING EXPENSES:
  Direct advertising expenses        9,402,547       6,970,318        24,143,847     18,266,418
  General and administrative         1,789,404       1,161,717         4,988,876      3,473,445
  Contract settlement                        0       (191,528)   .             0    (1,077,469)
  Start-up costs                        17,497         158,745            78,597        454,527
  Depreciation and amortization        491,546         363,686         1,346,786      1,086,582
                                 --------------  --------------   ---------------  -------------
      Operating income               1,324,838       1,176,904         2,342,280      3,166,213

OTHER (INCOME) EXPENSE:
  Interest expense                     285,238         284,880           792,841        846,765
                                 --------------  --------------   ---------------  -------------
     Income before income taxes      1,039,600         892,024         1,549,439      2,319,448

PROVISION FOR INCOME TAXES             405,426         347,892           604,282        904,584
                                 --------------  --------------   ---------------  -------------
NET INCOME                            $634,174        $544,132          $945,157     $1,414,864
                                 ==============  ==============   ===============  =============

Earnings per share:
    Basic                                $0.11           $0.11             $0.16          $0.29
    Diluted                              $0.11           $0.11             $0.16          $0.29


</TABLE>


See accompanying notes



                                       2

<PAGE>
<TABLE>
<CAPTION>
                             OBIE MEDIA CORPORATION
                      Consolidated Statements of Cash Flows



                                                                      Nine Months Ended August 31,
                                                                         2000               1999
                                                                     ---------------  ----------------
<S>                                                                  <C>              <C>
Cash Flows From Operating Activities:
    Net income                                                             $945,157        $1,414,864
    Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
          Depreciation and amortization                                   1,346,786         1,086,582
          Contract settlement                                                     0          (527,469)
          Changes in operating assets and liabilities                    (2,953,585)       (1,546,965)
                                                                     ---------------  ----------------
             Net cash provided by (used in) operating activities           (661,642)          427,012
                                                                     ---------------  ----------------

Cash Flows From Investing Activities:
    Capital expenditures                                                 (3,667,223)       (1,203,787)
    Other                                                                   (37,504)          (46,946)
                                                                     ---------------  ----------------
            Net cash used in investing activities                        (3,704,727)       (1,250,733)
                                                                     ---------------  ----------------

Cash Flows From Financing Activities:
    Net proceeds from issuance of common stock                                    0        10,103,603
    Net borrowing (payments) on line of credit                            1,934,009          (912,099)
    Borrowings of long-term debt                                          4,000,000                 0
    Payments on long-term debt                                           (1,394,149)       (8,265,671)
    Other                                                                    99,771            (7,376)
                                                                     ---------------  ----------------
            Net cash provided by financing activities                     4,639,631           918,457
                                                                     ---------------  ----------------

Effect of exchange rate changes on cash                                      (2,220)              584

                                                                     ---------------  ----------------
Net increase in cash                                                        271,042            95,320
Cash, beginning of period                                                    34,224           326,140
                                                                     ---------------  ----------------
Cash, end of period                                                        $305,266          $421,460
                                                                     ===============  ================

Supplemental Disclosure:
    Issuance of stock to employee benefit plan                              $91,160           $85,928
    Accrual of stock offering costs                                               0           389,370
    Interest capitalized                                                     13,101            11,727

Cash Paid for Interest                                                      727,323           267,338

Cash Paid for Taxes                                                         $36,039          $934,805
</TABLE>

See accompanying notes






                                       3
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  Basis of Presentation

         The  interim  financial  statements  have been  prepared  by Obie Media
Corporation  ("Obie Media," the "Company,"  "We," "Us," or "Our") without audit.
In the opinion of management,  the accompanying  unaudited financial  statements
contain all  adjustments  necessary to present fairly the financial  position of
the  Company as of August 31, 2000 and  November  30,  1999,  and the results of
operations  and cash flows of the Company  for the three and nine  months  ended
August 31, 2000 and 1999, as applicable.  The condensed  consolidated  financial
statements  include the  accounts of the  Company  and its  subsidiary,  and all
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted as permitted  by rules and  regulations  of the
Securities  and  Exchange  Commission.  The  organization  and  business  of the
Company,  accounting  policies followed by the Company and other information are
contained in the notes to the Company's  financial  statements  files as part of
the Company's  November 30, 1999 Form 10-KSB.  This  quarterly  report should be
read in conjunction with such annual report.

2.   Acquisition of Outdoor Advertising Displays

         In  January  2000,  the  Company  acquired  approximately  200  outdoor
advertising  displays,  located  primarily  in Montana and  Wyoming,  from JOSCO
Outdoor.  The Company financed the purchase price of approximately  $2.5 million
with borrowings under the Bridge Loan described below (see Note 4).

3.       Contract Settlement

         The Company had a contract to provide advertising sales services to the
Tri-County Metropolitan Transit District ("Tri-Met") in Portland, Oregon, which,
by its terms, was scheduled to expire in June 2001. The Company originally began
serving Tri-Met in January 1994,  pursuant to a five-year  agreement,  which was
later extended for an additional two years.  The Federal Transit  Administration
("FTA"),  which provides substantial monies to transit districts,  has taken the
position that transit advertising contracts,  in most instances,  may not exceed
five years in length.  At the request of the FTA, Tri-Met and the Company agreed
that the Company's agreement with Tri-Met was to terminate on June 30, 1999 and,
in December 1998, entered into a settlement  agreement to compensate the Company
for early  termination  of the  existing  contract.  During  the first and third
quarters of fisca1  1999,  the Company  recorded  pre-tax  gains of $885,941 and
$191,528,   respectively,   which  has  been   reflected  in  the   accompanying
consolidated statements of operations as an offset to operating expenses.

         In anticipation of the  termination of the Company's  transit  district
agreement, Tri-Met solicited proposals for the operation of the Portland transit
district.  Tri-Met  awarded the Company a new  multi-year  contract in September
1999.

4.       Debt Agreements

         In January 2000, the Company  borrowed  $4,000,000  under a Bridge Loan
(the Loan) from U.S.  Bank (the  Bank).  The  proceeds  were used to finance the
billboard acquisition described above (see Note 2) and to repay borrowings under
the Company's line of credit. The Loan, which is collateralized by substantially
all of the Company's  assets,  had an original maturity date of July 3, 2000 and
bears interest based, at the Company's option, on the London Inter-Bank Offering
Rate (LIBOR) plus 2% (8.62% at August 31, 2000) or at the Bank's prime rate plus
0.5% (9.5% at August 31,  2000).  The bank has extended the maturity date of the
Loan to September 30, 2000 and has agreed to refinance  the Loan with  long-term
financing.  Accordingly,  the balance  has been  reflected  in the  accompanying
consolidated balance sheet as long-term debt.

         In June 2000 the company  amended its loan  agreement,  increasing  the
maximum available borrowing capacity under the line of credit by $2,000,000 from
$4,000,000 to $6,000,000.
                                       4
<PAGE>
         The Company's Term Loan Agreement contains certain covenants  including
maintenance  of a current  ratio  and cash flow  coverage.  The  Company  was in
compliance with these covenants as of August 31, 2000.




5.       Earnings Per Share

         Basic earnings per share (EPS) is calculated using the weighted average
number of common shares outstanding for the period and diluted EPS is calculated
using  the  weighted  average  number  of  common  shares  and  dilutive  common
equivalent  shares  outstanding.  All share and per-share  information  has been
adjusted to give  retroactive  effect to an 11-for-10 stock split which occurred
in November  1999.  The following is a  reconciliation  of the basic and diluted
shares used in the per share calculation:
<TABLE>
<CAPTION>

                                               Three Months Ended          Nine Months Ended
                                                   August  31,                 August 31,
                                            -------------------------   -------------------------
                                               2000          1999          2000          1999
                                            -----------   -----------   -----------   -----------
<S>                                          <C>           <C>           <C>           <C>
Basic shares (weighted average)              5,884,253     4,997,003     5,880,825     4,834,235
Dilutive effect of stock options                36,296        46,503        49,596        90,315
                                            -----------   -----------   -----------   -----------
Diluted shares                               5,920,549     5,043,506     5,930,421     4,924,550
                                            ===========   ===========   ===========   ===========
</TABLE>


6.       Comprehesive Income

         In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130 "Reporting Comprehensive Income" (SFAS
130).  This  statement   establishes  standards  for  reporting  and  displaying
comprehensive  income  and  its  components  in a full  set  of  general-purpose
financial  statements.  The  objective of SFAS 130 is to report a measure of all
changes in equity of an  enterprise  that  result  from  transactions  and other
economic events of the period other than transactions with owners. Comprehensive
income did not materially differ from reported net income for the three and nine
month periods ended August 31, 2000 and 1999.

7.       Recent  Accounting Pronouncements

      In June 1998, the Financial  Accounting  Standards Board issued  Financial
Accounting Standards No. 133 "Accounting for Derivative  Instruments and Hedging
Activities" (SFAS 133), which establishes accounting and reporting standards for
all  derivative  instruments.  SFAS 133 was to be  effective  for  fiscal  years
beginning after June 15, 1999. In June 1999, the Financial  Accounting Standards
Board issued Statement of Financial Accounting Standards No. 137 as an amendment
to SFAS  133 and  deferred  the  effective  date of  SFAS  133 to  fiscal  years
beginning  after  June  15,  2000.  The  Company  currently  has  no  derivative
instruments and, therefore,  the adoption of SFAS 133 is not expected to have an
impact on the Company's financial position or results of operations.

8.       Reclassifications

         Certain  amounts  previously   reported  in  the  Company's   financial
statements  as of  November  30, 1999 have been  reclassified  to conform to the
current fiscal year presentation.








                                       5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINACIAL CONDITION AND RESULTS OF
OPERATIONS

         The following  discussion includes certain  forward-looking  statements
that involve a number of risks and  uncertainties.  The Company's actual results
could differ materially from the forward-looking statements.  Factors that could
cause or contribute  to such  differences  include:  a decline in the demand for
advertising   in  the  areas  where  the  Company   conducts  its  business;   a
deterioration  of  business  conditions  generally  in such  areas;  slower than
expected  acceptance of the Company's  innovative display products;  competitive
factors,  including  increased  competition  and  price  pressures;  changes  in
regulatory  or  other  external  factors;   failure  to  successfully   conclude
negotiations  on pending  transactions or to  successfully  assimilate  expanded
operations,  inability  to generate  advertising  revenues  to meet  contractual
guarantees,  and  cancellation or  interruption  of contracts with  governmental
agencies, as well as those factors listed from time to time in the Company's SEC
reports,  including,  but not limited to, the factors  discussed in Exhibit 99.1
incorporated  by reference  in the  Company's  Annual  Report for the year ended
November 30, 1999.

Recent Developments

         In  January  2000,  the  Company  acquired  approximately  200  outdoor
advertising  displays,  located  primarily  in Montana and  Wyoming,  from JOSCO
Outdoor for approximately $2.5 million.

         In February  2000,  the Board of  Directors  of the  Greater  Vancouver
Transit Authority (GVTA),  also known as TransLink,  voted to renew its contract
with the Company for a five-year  period.  The  contract,  which was  originally
awarded in 1998,  was  guaranteed  for two years with an option to renew for the
next five years.

         In March 2000,  the Company was awarded the right to sell  interior and
exterior  transit  advertising  space on the  transit  fleet of  Hillsboro  Area
Regional  Transit  Authority  (HART),  in Tampa,  Florida.  In April 2000,  HART
advised us that the  contract  award was void due to  procedural  defects in the
bidding  process.  A new request for  proposal  was issued by HART on August 17,
2000 and the Company has responded to it.

         In May 2000 we were notified by the Greater  Richmond  Transit  Company
that  effective  May 31,  2000,  they would begin using their own  employees  to
manage their  advertising  services and would no longer be contracting with Obie
Media (representing a loss of approximately 151 vehicles).

         In June 2000, The Sacramento  Regional  Transit District in Sacramento,
California  renewed  our  contract  for two  additional  years  and the  Capital
Metropolitan  Transportation  Authority (Capital METRO) in Austin, Texas granted
us the first of two one-year renewals available under our existing contract.

         Also in June 2000,  we  created a digital  graphics  division  with the
acquisition of state-of-the-art  digital vinyl printing equipment.  The purchase
of this equipment is anticipated to double our in-house  production  capability.
Prior to the acquisition of this equipment we were able to produce approximately
30% of our total ad production in-house.

         In September 2000,  Connecticut  Transit,  CTTRANSIT awarded Obie Media
the  transit  advertising  contract  on its  total  fleet  of 380  buses  for an
additional three years, with two one-year  options.  Also in September 2000, The
San Joaquin  Regional  Transit  District  (SMART) in  Stockton,  California  has
granted Obie Media a one-year renewal on its fleet of 111 buses.

Comparison of the Three Months Ended August 31, 2000 and 1999

         Gross revenues  increased $3.6 million,  or 33.1%, to $14.3 million for
the three  months ended  August 31, 2000 from $10.8  million for the  comparable
period in fiscal 1999.  Transit  revenues  increased $3.4 million,  or 36.8%, to
$12.6  million for the three  months ended August 31, 2000 from $9.2 million for
the third  quarter  of fiscal  1999.  This  increase  was due to volume and rate
increases  in our  existing  markets,  as well as revenues  associated  with new
transit operations in St. Louis,  Kansas City and Ft Worth,  off-set by our loss
of markets in Virginia.  Outdoor  advertising  revenues increased  $176,000,  or
11.2%,  to $1.7  million for the third  quarter of fiscal 2000 from $1.6 million

                                       6
<PAGE>
for the  comparable  period in fiscal  1999,  primarily  as a result of revenues
associated  with our acquisition of outdoor  advertising  displays in the fourth
quarter of fiscal 1999 and the first quarter of fiscal 2000. Agency  commissions
increased $171,000,  or 15.3%, to $1.3 million for the three months ended August
31, 2000 from $1.1 million for the third  quarter of fiscal 1999,  primarily due
to volume increases in our existing  markets,  as well as agency  commissions on
revenues associated with new transit operations in St. Louis, Kansas City and Ft
Worth, off-set by our loss of markets in Virginia.  As a result of the foregoing
reasons, net revenues increased $3.4 million, or 35.1%, to $13.0 million for the
three months ended August 31, 2000 from $9.6 million for the  comparable  period
in fiscal 1999.

         Direct advertising  expenses increased $2.4 million,  or 34.9%, to $9.4
million for the three  months  ended  August 31, 2000 from $7.0  million for the
comparable period in fiscal 1999. Direct advertising  expenses  decreased,  as a
percentage of gross revenues, to 65.7% for the third quarter of fiscal 2000 from
64.8% for the same period in fiscal 1999.

         General and administrative  expenses increased  $628,000,  or 54.0%, to
$1.8  million for the three  months  ended August 31, 2000 from $1.2 million for
the  comparable  period in fiscal 1999.  The increase  resulted  primarily  from
increases in personnel and related costs  associated with managing the growth of
our transit  business,  including  the  addition of new  districts.  General and
administrative  expenses, as a percentage of gross revenues,  increased to 12.5%
for the three  months  ended  August 31,  2000 from 10.8% for the same period in
fiscal  1999.  We expect  general  and  administrative  expenses to decease as a
percentage  of gross  revenues  during the fourth  quarter  of fiscal  2000,  as
compared to the first nine  months of fiscal  2000,  as a result of  anticipated
seasonal revenue increases.

         During the third  quarter of fiscal 1999,  we recognized a pre-tax gain
of $192,000  associated with our contract settlement with Tri-Met (See Note 3 to
our Condensed Consolidated Financial Statements).

         Start-up  costs  decreased to $17,000 for the three months ended August
31, 2000 from $159,000 for the comparable period in fiscal 1999.  Start-up costs
include  expenses  incurred in new markets prior to the time the Company  begins
its  sales  operations,  as well as costs  incurred  in  obtaining  new  transit
district contracts. These costs vary depending on the number and size of transit
districts that become  available for proposal  during the period and our success
in obtaining new contracts.

         Depreciation and amortization expenses increased $128,000, or 35.2%, to
$492,000  for the three  months  ended  August 31,  2000 from  $364,000  for the
comparable  period in fiscal 1999,  primarily  due to capital  expenditures  for
outdoor  advertising  displays as well as our  investment  in  equipment  in new
markets and our upgrading of computer capabilities in our existing markets.

         Due to the above  factors,  operating  income  increased  $148,000,  or
12.6%,  to $1,325,000 for the three months ended August 31, 2000 from $1,177,000
for the third  quarter  of fiscal  1999.  Excluding  the  effect of the  Tri-Met
contract  settlement,  operating  income increased  $339,000,  or 34.4%, to $1.3
million for the quarter  ended August 31, 2000 from $985,000 for the same period
in fiscal 1999.

         Interest  expense held  constant at $285,000 for the three months ended
August 31, 2000 and 1999.

         Provision for income taxes increased $58,000, or 16.5%, to $405,000 for
the three months ended August 31, 2000, from $348,000 for the comparable  period
in fiscal 1999.  The  Company's  effective  tax rates was 39.0% the three months
ended August 31, 2000 and 1999.  The  difference  between the  statutory  United
States  federal  income tax rate and the  effective  tax rates was primarily the
result of foreign, state and local taxes.

         As a result of the foregoing factors,  net income decreased $90,000, or
16.5%,  to $634,000 for the three months ended August 31, 2000 from $544,000 for
the same  period in fiscal  1999.  Excluding  the  tax-effected  benefit  of the
Tri-Met  contract  settlement,  net  income  increased  $207,000,  or 48.4%,  to
$634,000 for three months ended August 31, 2000 from $427,000 for the comparable
period in fiscal 1999.



                                       7
<PAGE>
Comparison of the Nine Months Ended August 31, 2000 and 1999

         Gross revenues  increased $8.0 million,  or 28.6%, to $36.2 million for
the nine  months  ended  August 31, 2000 from $28.1  million for the  comparable
period in fiscal 1999.  Transit  revenues  increased $7.5 million,  or 31.5%, to
$31.2  million for the nine months ended August 31, 2000 from $23.8  million for
the same period in fiscal 1999.  This increase was principally due to volume and
rate increases in our existing markets,  as well as revenues associated with new
transit operations in St. Louis, Kansas City and Ft. Worth,  off-set by our loss
of markets in Virginia.  Outdoor  advertising  revenues increased  $571,000,  or
13.0%,  to $5.0 million for the nine months of fiscal 2000 from $4.4 million for
the  comparable  period  in  fiscal  1999,  primarily  as a result  of  revenues
associated  with our acquisition of outdoor  advertising  displays in the fourth
quarter of fiscal  1999 and the first half of fiscal  2000.  Agency  commissions
increased  $515,000,  or 18.6%, to $3.3 million for the nine months ended August
31, 2000 from $2.8 million for fiscal  1999,  primarily  due to increased  sales
volume in our  existing  markets,  as well as  agency  commissions  on  revenues
associated with new transit  operations in St. Louis,  Kansas City and Ft Worth,
off-set  by our  loss of  markets  in  Virginia.  As a result  of the  foregoing
reasons, net revenues increased $7.5 million, or 29.7%, to $32.9 million for the
nine months ended August 31, 2000 from $25.4 million for the  comparable  period
in fiscal 1999.

         Direct advertising  expenses increased $5.9 million, or 32.2%, to $24.1
million for the nine  months  ended  August 31, 2000 from $18.3  million for the
comparable period in fiscal 1999. Direct advertising  expenses  increased,  as a
percentage of gross revenues,  to 66.7% for the first nine months of fiscal 2000
from 64.9% for the same period in fiscal 1999.   These  increases  are primarily
due to the faster  growth of the  transit  advertising  business,  where  costs,
especially occupancy costs, are higher than in the outdoor advertising business.

         General and administrative  expenses increased $1.5 million,  or 43.6%,
to $5.0  million for the nine months ended August 31, 2000 from $3.5 million for
the  comparable  period in fiscal 1999.  The increase  resulted  primarily  from
increases in personnel and related costs  associated with managing the growth of
our transit  business,  including  the  addition of new  districts.  General and
administrative  expenses, as a percentage of gross revenues,  increased to 13.8%
for the nine  months  ended  August 31,  2000 from 12.3% for the same  period in
fiscal  1999.  We expect  general  and  administrative  expenses to decease as a
percentage  of gross  revenues  during the fourth  quarter  of fiscal  2000,  as
compared  to the  first  nine  months of the  year,  as a result of  anticipated
seasonal revenue increases.

         During the nine months ended August 31, 1999,  we  recognized a pre-tax
gain of $1,077,000  associated  with our contract  settlement  with Tri-Met (See
Note 3 to our Condensed Consolidated Financial Statements).

         Start-up  costs  decreased  to $79,000 for the nine months ended August
31, 2000 from $455,000 for the comparable period in fiscal 1999.  Start-up costs
include  expenses  incurred in new markets prior to the time the Company  begins
its  sales  operations,  as well as costs  incurred  in  obtaining  new  transit
district contracts. These costs vary depending on the number and size of transit
districts that become  available for proposal  during the period and our success
in obtaining new contracts.

         Depreciation and amortization expenses increased $260,000, or 23.9%, to
$1.3 million for the nine months ended August 31, 2000 from $1.1 million for the
comparable  period in fiscal 1999,  primarily  due to capital  expenditures  for
outdoor  advertising  displays as well as our  investment  in  equipment  in new
markets and our upgrading of computer capabilities in our existing markets.

         Operating income decreased $824,000,  or 26.0%, to $2.3 million for the
nine  months  ended  August 31,  2000 from $3.2  million  for the same period in
fiscal  1999,  primarily  due to the  effect  of our  contract  settlement  with
Tri-Met.  Excluding  the effect of the Tri-Met  contract  settlement,  operating
income increased  $254,000,  or 12.1%, to $2.3 million for the nine months ended
August 31, 2000 from $2.1 million for the same period in fiscal 1999.

                                       8
<PAGE>
         Interest expense decreased $54,000,  or 6.4%, to $793,000 for the first
nine months of fiscal 2000 from  $847,000  for the  comparable  period in fiscal
1999.

         Provision for income taxes  decreased  $300,000,  or 33.2%, to $604,000
for the nine months  ended  August 31, 2000,  from  $905,000 for the  comparable
period  in  fiscal  1999,  primarily  due  to the  tax  effect  of our  contract
settlement with Tri-Met. The Company's effective tax rate was 39.0% for the nine
months  ended August 31, 2000 and 1999.  The  difference  between the  statutory
United States  federal  income tax rate and the effective tax rate was primarily
the result of foreign, state and local taxes.

         Net income  decreased  $470,000,  or 33.2%,  to  $945,000  for the nine
months  ended  August 31,  2000 from $1.4  million for the same period in fiscal
1999. Excluding the tax-effected benefit of the Tri-Met contract settlement, net
income  increased  $188,000,  or 24.8%,  to $945,000  for the nine months  ended
August 31, 2000 from $758,000 for the comparable period in fiscal 1999.

Liquidity and Capital Resources

         We have  historically  satisfied our working capital  requirements with
cash from  operations and revolving  credit  borrowings.  Our working capital at
August  31,  2000 and  November  30,  1999 was $4.1  million  and $2.7  million,
respectively.  The increase in working capital is primarily due to our increased
sales which has resulted in an increase in accounts receivable. Acquisitions and
capital expenditures,  primarily for the construction of new outdoor advertising
displays,  have been financed primarily with borrowed funds. At August 31, 2000,
Obie Media had  outstanding  borrowings of $13.7 million,  of which $8.3 million
was pursuant to long-term  credit  agreements,  $1.0 million was pursuant to the
agreement  to  acquire  P & C Media in  September  1998,  and $4.4  million  was
pursuant to our operating line of credit.  Our indebtedness is collateralized by
substantially  all of our  assets.  See  Note  4 to our  condensed  consolidated
financial statements. At August 31, 2000, available borrowing capacity under the
line of credit, based on collateralized accounts, was $1.6 million.

         Obie Media's net cash used in operating  activities was $662,000 during
the nine  months  ended  August 31,  2000 as  compared  to net cash  provided by
operating  activities of $427,000 for the same period in fiscal 1999. The change
between  periods  was  primarily  due to cash  received in  connection  with the
Company's  contract  settlement with Tri-Met in first quarter of fiscal 1999 and
larger  payments  to transit  districts  during the first nine  months of fiscal
2000.

         Net cash used in investing activities was $3.7 million and $1.3 million
during  the nine  months  ended  August  31,  2000 and 1999,  respectively.  The
increase in these  expenditures  during the first nine months of fiscal 2000 was
principally   related  to  the  costs   associated   with  the  acquisition  and
construction of outdoor advertising  displays as well as expenditures related to
opening  new  offices.  We have  no  material  future  commitments  for  capital
expenditures  but anticipate that our capital  expenditures,  exclusive of those
related to any future  acquisitions,  may be up to $750,000 during the remainder
of fiscal 2000.

         Net cash provided by financing activities was $4.6 million and $918,000
during  the nine  months  ended  August  31,  2000 and 1999,  respectively.  The
increase was primarily the result of borrowings  used to finance our acquisition
of outdoor advertising displays in first quarter of fiscal 2000.

         We expect to pursue a policy of continued growth through  obtaining new
transit district  agreements,  acquiring  out-of-home  advertising  companies or
assets and constructing new outdoor advertising  displays.  We intend to finance
our future  expansion  activities  using a combination  of internal and external
sources.  We believe that  internally  generated  funds and funds  available for
borrowing  under our bank credit  facilities  will be  sufficient to satisfy all
debt  service  obligations  and to finance our  existing  operations,  including
anticipated capital expenditures,  but excluding possible acquisitions,  through
fiscal 2000. Future  acquisitions by Obie Media, if any, may require  additional
debt or equity financing.


                                       9
<PAGE>
Seasonality

         Obie  Media's  revenues  and  operating   results   historically   have
fluctuated by season,  generally  following the advertising  trends in our major
transit  markets.  Typically,  our results of  operations  are  strongest in the
fourth quarter and weakest in the first quarter of our fiscal year which ends on
November  30. Our transit  advertising  operations  are more  seasonal  than our
outdoor advertising  operations as our outdoor advertising display space, unlike
our transit  advertising  display space, is and has been sold nearly exclusively
by means of 12-month contracts.  We believe that the seasonality of our revenues
and  operating  results  will  increase  as our transit  advertising  operations
continue to expand more rapidly than our outdoor  advertising  operations.  This
seasonality,  together  with  fluctuations  in  general  and  regional  economic
conditions and the timing and expenses related to acquisitions, the obtaining of
new transit  agreements  and other actions we have taken to implement our growth
strategy,  have contributed to fluctuations in our periodic  operating  results.
These fluctuations likely will continue.  Accordingly, our results of operations
in any period may not be indicative of the results to be expected for any future
period.

Year 2000 Compliance

         The Year 2000 problem is the result of the inability of some  computers
and computer  software programs to accurately  recognize,  for dates after 1999,
dates  which are  often  expressed  as a  two-digit  number.  The  inability  to
accurately recognize date information could adversely affect computer operations
and  calculations or cause computer  systems and  computer-dependent  mechanical
systems not to operate at all.

         To date, we have not, nor to our knowledge, has any third party transit
district, vendor or service provider significant to our operations,  experienced
any material Year 2000 related problems. However, we cannot determine if we will
be subject to Year 2000 compliance problems in the future.

         We will  continuously  monitor  our  systems to  resolve  any Year 2000
problems  that may arise in the future.  We believe  that our efforts to achieve
Year 2000  compliance  and the impact of the Year 2000  problem  will not have a
material effect on our operations.

Market Risk

         We have not entered into derivative  financial  instruments.  We may be
exposed to future  interest  rate changes on our debt.  We do not believe that a
hypothetical  10% change in interest  rates would have a material  effect on our
cash flows.


















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<PAGE>

PART II - OTHER INFORMATION


Item 4. Submission of Matters to Vote of Security Holders

         The Company held its annual meeting of  shareholders on April 21, 2000.
At the meeting  Randall C. Pape and Stephen A. Wendell were elected to the Board
of Directors for  three-year  terms.  Voting on the election of directors was as
follows:

                                   Votes         Votes
                                     For        Withheld      Abstained
                                  ---------     --------      ---------
         Randall C. Pape          5,367,193      30,502              0
         Stephen A. Wendell       5,367,193      30,502              0

         In addition,  the following directors continued in office following the
shareholder meeting:  Brian B. Obie, Delores M. Mord, Wayne P. Schur and Richard
C. Williams.


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits
     (27)Financial Data Schedule

(b)  A report on Form 8-K was filed by the  Company  on October  11,  2000 which
     reported the company's earnings for the period ended August 31, 2000




Signature

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                      Obie Media Corporation



 Date October 16, 2000                By: /s/ Michael E. Hubbard *
                                        Michael E. Hubbard
                                        Vice President - Corporate Controller

                    * Signing on behalf of the registrant as principal financial
                      and accounting officer











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