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EXHIBIT 99.1
LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT
The following sets forth unaudited pro forma condensed consolidated
financial information for Lamar Advertising Company ("Lamar"). The unaudited pro
forma condensed consolidated statement of operations for the year ended December
31, 1999 gives effect to the acquisition of Chancellor Outdoor as if the
transaction had occurred at the beginning of the period.
For purposes of the pro forma financial information, the statement of
operations of Lamar for the year ended December 31, 1999 has been combined with
the statement of operations of Chancellor Outdoor for the period from January 1,
1999 to September 15, 1999.
The unaudited pro forma condensed consolidated financial statements
give effect to the acquisitions under the purchase method of accounting. The pro
forma adjustments are described in the accompanying notes and are based on
preliminary estimates and certain assumptions that management of Lamar believes
reasonable under the circumstances.
The unaudited pro forma condensed consolidated financial statements
have been prepared by Lamar's management. The unaudited pro forma data are not
designed to represent and do not represent what Lamar's results of operations or
financial position would have been had the aforementioned acquisition been
completed on or as of the dates assumed, and are not intended to project Lamar's
results of operations for any future period or as of any future date. The
unaudited pro forma condensed consolidated financial statement should be read in
conjunction with the audited and unaudited consolidated financial statements and
notes of Lamar, Chancellor Outdoor, Martin Media, Martin & Macfarlane, Inc.,
Whiteco and Outdoor Communications, Inc., included in the Current Report on Form
8-K filed by Lamar Advertising Company on July 7, 1999 as supplemented by the
Current Report on Form 8-K filed on November 23, 1999 and February 9, 2000.
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LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(dollars in thousands, except share and per share data)
<TABLE>
<CAPTION>
PRO FORMA
CHANCELLOR ACQUISITION COMBINED
LAMAR OUTDOOR ADJUSTMENTS AS ADJUSTED
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenues $ 444,135 $ 156,627 $ (4,141)(4) $ 596,621
------------ ------------ ------------ ------------
Direct advertising expenses 143,090 84,583 (2,035)(4) 225,638
General and administrative
expenses 94,372 6,835 -- 101,207
Depreciation and amortization 177,138 94,062 10,812(1) 282,012
------------ ------------ ------------ ------------
414,600 185,480 8,777 608,857
------------ ------------ ------------ ------------
Operating income 29,535 (28,853) (12,918) (12,236)
------------ ------------ ------------ ------------
Other expense (income):
Interest income (1,421) -- -- (1,421)
Interest expense 89,619 171 23,440(2) 113,230
Gain on disposition of
assets (5,481) -- -- (5,481)
Other expenses -- 3,101 -- 3,101
------------ ------------ ------------ ------------
82,717 3,272 23,440 109,429
------------ ------------ ------------ ------------
Loss before income taxes,
extraordinary item, and
cumulative effect of an
accounting change (53,182) (32,125) (36,358) (121,665)
Income tax benefit (9,596) (11,777) (13,011)(3) (34,384)
------------ ------------ ------------ ------------
Loss before extraordinary item
and accounting change $ (43,586) $ (20,348) $ (23,347) $ (87,281)
============ ============ ============ ============
Loss before extraordinary
item and accounting
change per common share $ (0.63) $ (1.00)
============ ============
Weighted average number
of shares outstanding 69,115,764 18,538,730 87,654,494
============ ============ ============
</TABLE>
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For purposes of determining the pro forma effect of the Chancellor Outdoor
acquisition on the Company's Condensed Consolidated Statement of Operations for
the year ended December 31, 1999, the following adjustments have been made:
<TABLE>
<S> <C>
(1) To record incremental amortization and depreciation due to the application
of purchase accounting. Depreciation and amortization are calculated using
accelerated and straight line methods over the estimated useful lives of
the assets generally from 5-15 years. 10,812
=======
(2) To eliminate historical interest expense in Chancellor Outdoor's adjusted
combined financial statements and record interest expense related to the
debt acquired and incurred in the acquisition. (A difference of .125% in
the rate of interest would have changed income by $397.)
Historical interest expense (171)
Interest expense on debt acquired 23,611
-------
23,440
=======
(3) To record the tax effect of acquisition adjustments (13,011)
=======
(4) To record the effect on net revenues and direct and general and
administrative expenses of the Chancellor Outdoor divestiture required by
the Department of Justice in May 1999 and the divestiture required by the
Department of Justice as a condition of this Stock Purchase
Net revenues (4,141)
=======
Direct advertising expenses (2,035)
=======
</TABLE>
