<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[ ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended______________
or
[ X ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from November 1, 1996 to December 31, 1996
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 No X
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CONTENTS
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Page
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PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
Condensed Balance Sheets October 31, 1996 and
December 31, 1996 (unaudited) 1
Condensed Statement of Operations Two Months
Ended December 31, 1996 (unaudited) 2
Condensed Statement of Cash Flow two months ended
December 31, 1996 (unaudited) 3
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
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PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
MINNESOTA LOGOS, A PARTNERSHIP
CONDENSED BALANCE SHEETS
OCTOBER 31, 1996 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
October 31, December 31,
1996 1996
---- ----
(Unaudited)
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ASSETS
- ------
Current assets:
Cash $ 2,500 2,500
Accounts receivable 50,707 123,375
---------- ----------
Total current assets 53,207 125,875
---------- ----------
Plant and equipment 1,959,015 1,934,146
Less accumulated depreciation ( 171,026) ( 191,217)
---------- ----------
1,787,989 1,742,929
---------- ----------
Other assets net of
accumulated amortization of
$41,388 in October 1996 and
$45,875 in December 1996 98,239 93,752
---------- ----------
$1,939,435 1,962,556
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Current liabilities:
Trade accounts payable 2,327 35,715
Accrued expenses 5,121 6,860
Deferred income 264,498 298,182
Advances from affiliates 1,494,844 1,380,792
---------- ----------
Total current liabilities 1,766,790 1,721,549
---------- ----------
Partners' capital 172,645 241,007
---------- ----------
Total liabilities and
partners' capital $1,939,435 1,962,556
========== ==========
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See accompanying notes to condensed financial statements.
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MINNESOTA LOGOS, A PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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<CAPTION>
Two Months Ending December 31,
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1995 1996
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<S> <C> <C>
Logo revenue $ 138,306 $ 149,447
Operating expenses:
Direct expenses $ 57,492 $ 11,881
General and administrative expenses 43,381 36,740
Depreciation 15,852 31,275
Amortization 1,770 4,487
--------- ----------
118,495 84,383
--------- ----------
Operating income 19,811 65,064
Gain on disposition of assets - 3,298
--------- ----------
Net income 19,811 68,362
========= ==========
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See accompanying notes to condensed financial statements.
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MINNESOTA LOGOS, A PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)
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Two Months Ended December 31,
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1995 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net income $ 19,811 68,362
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 17,622 35,762
Gain on disposition of assets - ( 3,298)
Changes in assets and liabilities:
Decrease (increase) in assets
Accounts receivable ( 87,374) ( 72,668)
Prepaid expenses ( 5,374) -
Increase (decrease) in liabilities
Accounts payable (244,228) 33,388
Accrued expenses 291 1,739
Deferred income 59,621 33,684
-------- --------
Net cash provided by (used in)
operating activities (239,631) 96,969
CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Capital expenditures (377,124) ( 39,049)
Proceeds from sale of assets - 56,132
-------- --------
Net cash provided by (used in)
investing activities (377,124) 17,083
CASH FLOWS PROVIDED BY (USED IN)
- --------------------------------
FINANCING ACTIVITIES
--------------------
Advances from affiliates 616,755 (114,052)
-------- --------
Net cash provided by (used in)
financing activities 616,755 (114,052)
-------- --------
Net increase in cash - -
Cash, beginning of period 2,500 2,500
-------- --------
Cash, end of period 2,500 2,500
======== ========
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See accompanying notes to condensed financial statements.
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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
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. It's 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 Partnerships' 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.
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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 $96,969 for the
two months ended December 31, 1996, which consists of the Partnership's net
income of $68,362, non-cash items of $32,464, an increase in accounts
receivable of $72,668 and net increase in liabilities of $68,811. Net cash
provided by investing activities is $17,083, which consists of capital
expenditures of $39,049 and proceeds from the sale of assets of $56,132. Cash
flows used in financing activities were $114,052 entirely from advances from
affiliates. As a result of the above factors, there is no change in cash
October 31, 1996 and December 31, 1996.
RESULTS OF OPERATIONS
- ---------------------
Two months Ended December 31, 1995 as compared to two months ended December 31,
- --------------------------------------------------------------------------------
1996
- ----
Revenues for the two months ended December 31, 1996 increased $11,141 to
$149,447 from $138,306 for the same period in 1995. This increase was due to
the continued development of the program.
Operating expenses exclusive of depreciation and amortization for the two
months ended December 31, 1996 decreased $52,252 to $48,621 from $100,863 for
the same period in 1995.
Depreciation and amortization expense for the two months ended December 31,
1996 increased $18,140 as compared to the same period in 1995. This increase
was generated by the build-out of the program.
Due to the above factors operating income for the two months ended December 31,
1996 increased $45,253 to $65,064 from $19,811 for the same period in 1995.
As a result of the foregoing factors net earnings for the two months December
31, 1996 increased $48,551 to $68,362 from $19,811 for the same period in 1995.
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PART II - OTHER INFORMATION
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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
February 21, 1997 /s/ KEITH A. ISTRE
- --------------------------- ---------------------------------
Date Keith A. Istre
Chief Financial and Accounting
Officer and Director
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INDEX TO EXHIBITS
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<CAPTION>
Ex. No. Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> NOV-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,500
<SECURITIES> 0
<RECEIVABLES> 123,375
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 125,875
<PP&E> 1,934,146
<DEPRECIATION> 191,217
<TOTAL-ASSETS> 1,962,556
<CURRENT-LIABILITIES> 1,721,549
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 241,007
<TOTAL-LIABILITY-AND-EQUITY> 1,962,556
<SALES> 149,447
<TOTAL-REVENUES> 149,447
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,881
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 68,362
<INCOME-TAX> 0
<INCOME-CONTINUING> 68,362
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 68,362
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
