<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 0-20833
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 72-1205791
(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
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Outstanding as of
Class February 10, 1997
--------------- --------------------
<S> <C>
Class A Common Stock,$ .001 par value 17,612,690
Class B Common Stock,$ .001 par value 13,716,387
</TABLE>
<PAGE> 2
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of
October 31, 1996 and December 31, 1996 1 - 2
Condensed Consolidated Statements of Earnings (Loss)
for the three months ended January 31, 1996
and the two months ended December 31, 1996 3
Condensed Consolidated Statements of Cash Flows
for the three months ended January 31, 1996
and the two months ended December 31, 1996 4 - 5
Notes to Condensed Consolidated Financial
Statements 6 - 9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10 - 12
PART II - OTHER INFORMATION
- ---------------------------
ITEM 6. Exhibits and Reports on Form 8-K 13
Signatures 13
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
October 31, December 31,
1996 1996
---- ----
<S> <C> <C>
ASSETS
- ------
Cash and cash equivalents $ 8,430 81,007
Receivables
Trade accounts 12,855 18,949
Affiliates, related parties
and employees 348 558
Other 327 141
-------- -------
Net receivables 13,530 19,648
Prepaid expenses 1,973 2,989
Other current assets 1,544 1,655
-------- -------
Total current assets 25,477 105,299
-------- -------
Property, plant and equipment 207,071 260,325
Less accumulated depreciation
and amortization (87,343) (89,595)
-------- -------
Net property, plant and equipment 119,728 170,730
-------- -------
Investment securities 4,414 2,250
Intangible assets 18,223 79,849
Deferred taxes 2,463 6,862
Other assets 2,884 3,166
-------- -------
173,189 368,156
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Trade accounts payable 3,263 4,279
Accrued expenses 11,066 7,900
Current maturities of long-term
debt 3,815 4,088
Deferred income 5,793 6,484
-------- -------
Total current liabilities 23,937 22,751
-------- -------
Long-term debt 128,140 279,260
Deferred income 811 847
Other liabilities 1,260 1,535
-------- -------
Total liabilities 154,148 304,393
======== =======
</TABLE>
-1-
<PAGE> 4
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
October 31, December 31,
1996 1996
---- ----
<S> <C> <C>
STOCKHOLDERS' EQUITY
- --------------------
Class A preferred stock, par
value $638, $63.80 cumulative,
authorized 10,000 shares; 5,719.49
shares issued and outstanding, 3,649 3,649
Class A common stock, $.001 par value.
Authorized 50,000,000 shares;
issued and outstanding 15,004,340
shares and 17,611,240 shares
at October 31, 1996 and December
31, 1996, respectively 15 17
Class B common stock, $.001 par value.
Authorized 25,000,000 shares;
issued and outstanding 13,791,387
shares and 13,716,387 shares at
October 31, 1996 and December 31, 1996,
respectively 14 14
Additional paid in capital 38,060 92,258
Accumulated deficit ( 24,681) ( 32,796)
Unrealized gain on investment
securities net of deferred tax
benefit 1,984 621
--------- -------
Stockholders' Equity 19,041 63,763
--------- -------
Total liabilities and
stockholders' equity $ 173,189 368,156
======== =======
</TABLE>
-2-
<PAGE> 5
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Two Months
Ended January 31, Ended December 31,
----------------- ------------------
1996 1996
---- ----
<S> <C> <C>
Revenues
- --------
Outdoor advertising, net $27,423 $ 23,212
Other income 189 50
------- -------
27,612 23,262
------- -------
Operating expenses
- ------------------
Direct advertising
expenses 10,844 7,975
General and administrative
expenses 7,691 5,034
Depreciation and amortization 3,387 3,928
------- -------
21,922 16,937
------- -------
Operating income 5,690 6,325
------- -------
Other expense (income):
Interest income ( 53) ( 243)
Interest expense 3,827 3,803
Loss on disposition
of assets 88 76
Other expenses 152 30
------- -------
4,014 3,666
------- -------
Earnings before income taxes
and extraordinary item 1,676 2,659
Income tax expense 675 1,199
------- -------
Earnings before extraordinary item 1,001 1,460
Extraordinary item-Loss on debt
extinguishment net of
income tax benefit of $5,660 ( - ) 9,514
------- -------
Net earnings (loss) 1,001 ( 8,054)
Preferred stock dividends 91 61
------- -------
Net earnings(loss) applicable to
common stock $ 910 $( 8,115)
======== ======
Earnings before extraordinary
item per common share $ .03 $ .05
======== ======
Net earnings (loss) per common
share $ .03 ($ .27)
======== ======
</TABLE>
-3-
<PAGE> 6
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Two Months Ended
January 31, 1996 December 31,1996
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net earnings (loss) $ 1,001 ( 8,054)
Adjustments to reconcile net earnings (loss)
to net cash used by operating activities:
Depreciation and amortization 3,387 3,928
Loss on disposition of assets 88 76
Non-cash loss on debt extinguishment - 3,858
Deferred tax expense (benefit) 586 ( 4,605)
Provision for doubtful accounts 302 256
Changes in operating assets and
liabilities:
Increase in receivables ( 2,472) ( 4,486)
(Increase) decrease in prepaid
expenses 96 ( 28)
Increase in other assets ( 1,881) ( 180)
Increase (decrease)in trade accounts
payable ( 257) 249
Decrease in accrued expenses ( 5,020) ( 3,121)
Increase in other liabilities 75 18
Increase (decrease)in deferred income 756 ( 38)
------- -------
Net cash used by operating
activities ( 3,339) ( 12,127)
======= =======
CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Increase in notes receivable - ( 38)
Acquisitions of new markets ( 5,452) (104,426)
Capital expenditures ( 5,029) ( 4,877)
Proceeds from disposition of assets 81 225
Purchase of intangible assets ( 653) ( 4,320)
------- -------
Net cash used in investing
activities ($11,053) (113,436)
======= =======
</TABLE>
-4-
<PAGE> 7
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Two Months Ended
January 31, 1996 December 31, 1996
------------------- -----------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Net proceeds from issuance of long-
term debt $ - 247,813
Net proceeds from issuance of common
stock - 54,927
Principal payments on long-term debt ( 1,978) ( 104,600)
Proceeds from issuance of notes
payable to banks 12,500 -
Dividends ( 216) -
------- -------
Net cash provided by financing
activities 10,306 198,140
------- -------
Net increase(decrease)in cash and
cash equivalents ( 4,086) 72,577
Cash and cash equivalents at beginning
of period 5,886 8,430
------- ------
Cash and cash equivalents at end of
period $ 1,800 81,007
======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
- --------------------------------------------------
Cash paid for interest $ 6,735 $ 6,573
======== =======
Cash paid for state and
federal income taxes $ 305 $ 15
======== =======
</TABLE>
-5-
<PAGE> 8
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
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
Company's consolidated financial statements and the notes thereto included in
the Company's annual report on form 10-K.
Certain amounts in the prior years consolidated financial statements
have been reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported net earnings.
On December 17, 1996, the Board of Directors of the Company voted to
change the Company's fiscal year such that the Company's fiscal year shall end
on December 31 of each year. The Company's last fiscal year ended on October
31, 1996. The two-month period from November 1, 1996 to December 31, 1996 will
be treated as a transition period that will not be a part of fiscal year 1996
or calendar year 1997. In light of the Company's public offering in fiscal
1996 this year end change was recommended to conform to predominant year ends
within the industry.
Earnings per common share are computed by dividing net earnings by the
weighted average number of common shares outstanding during each period
(31,005,536 shares for three months ending January 31, 1996 and 30,347,189 for
two months ended December 31, 1996).
2. Long-Term Debt
In November 1996, the Company commenced a tender offer for all of its 11%
Senior Secured Notes that were issued in 1993 in the principal amount of
$100,000. As of December 31 1996, approximately $98,500 of the notes have been
tendered to the Company and retired. As a result of this tender offer and the
extinguishment of other credit facilities, the Company incurred a loss on debt
extinguishment of approximately $9,500 net of income tax benefit of $5,700.
-6-
<PAGE> 9
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (IN THOUSANDS, EXCEPT FOR SHARE
AND PER SHARE DATA)
Also in November 1996, the Company issued $255,000, 9 5/8% Senior Subordinated
Notes due December 1, 2006, with interest payable semi-annually on June 1 and
December 1, commencing June 1, 1997. The notes are senior subordinated
unsecured obligations of the Company and are subordinated in right of payment
to all senior indebtedness of the Company and are senior to all existing and
future subordinated indebtedness of the Company.
The notes are redeemable at the Company's option at any time on or after
December 31, 2001 at redemption prices specified by the indenture, and are
required to be repurchased earlier in the event of a change of control of the
Company. The indenture governing the Senior Subordinated Notes includes
certain restrictive covenants which limit the Company's ability to incur
additional debt, pay dividends and make other restricted payments, consummate
certain transactions and other matters.
In December 1996, the Company entered into a New Bank Credit Agreement with a
syndicate of financial institutions which replaced the Company's existing bank
credit facilities. The New Bank Credit Agreement provides the Company with a
committed $225,000 million revolving credit facility and a $75,000 incremental
term facility, funded at the discretion of the lenders. Availability of the
line under the revolving facility will be reduced over a five year period from
1999 to 2003 and will bear interest at a variable rate of interest based upon
an applicable margin over prime or the LIBOR rate. The term loan would
amortize over six years beginning in 1999. The facilities are guaranteed by
the Company's subsidiaries and secured by the capital stock of the Company's
subsidiaries. The New Bank Credit Agreement contains various restrictive
covenants which require that the Company meet certain minimum leverage and
coverage ratios, restrict additional indebtedness, limit dividends and other
restricted payments, limit capital expenditures and dispositions of assets, and
other restrictions. As of December 31, 1996, there were no balances
outstanding on either facility.
3. Acquisitions
Effective November 1, 1996, the Company purchased all of the stock of FKM
Advertising Co., Inc. for a purchase price of approximately $40,000 and on
December 10, 1996, the Company purchased substantially all of the assets of
Outdoor East, L.P. for a total purchase price of approximately $60,500. The
-7-
<PAGE> 10
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
acquisitions were accounted for under the purchase method of accounting. The
following is a summary of the assets acquired and liabilities assumed in these
transactions:
<TABLE>
<S> <C>
Current assets 2,100
Property, plant, and equipment 47,943
Intangibles 52,437
Current liabilities 252
Long-term liabilities 1,728
</TABLE>
Summarized below is the unaudited pro forma information for the three months
ended January 31, 1996 and the two months ended December 31, 1996 as if these
transactions had been consummated as of November 1, 1995. The pro forma
information does not purport to represent what the Company's results of
operations actually would have been had such transactions occurred on the date
specified or to project the Company's results of operations for any future
periods.
<TABLE>
<CAPTION>
Three months Ended Two Months Ended
January 31, 1996 December 31, 1996
---------------- -----------------
<S> <C> <C>
Revenues $31,893 $24,411
Earnings (loss) before
extraordinary item ( 732) 1,434
Net loss applicable to
common stock ( 823) ( 8,141)
Earnings (loss) before
extraordinary item per common share ( .02) .05
Net loss per common share ( .02) ( .27)
</TABLE>
4. Stockholders Equity
In November 1996, the Company completed an equity offering of 2,530,000 shares
of Class A common stock, at an offering price of $23.00 per share. This
transaction resulted in a $54,171 increase in total Stockholder's Equity after
deducting commissions and fees related to the transaction.
5. Subsequent Events
On February 10, 1997, the Company announced that it had entered into a
definitive agreement to purchase all of the outstanding capital stock of Penn
Advertising, Inc. for a purchase price of approximately $167,000. This
acquisition will be accounted for under the purchase method of accounting.
On February 12, 1997, the Company announced that it agreed to sell the capital
stock of one of Penn Advertising, Inc.'s subsidiaries to a third party for
approximately $46,500.
-8-
<PAGE> 11
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
6. Summarized Financial Information of Subsidiaries
Separate financial statements of each of the Company's direct or indirect
wholly owned subsidiaries that have guaranteed the Company's obligations under
it's 9 5/8% Senior Subordinated Notes due 2006 (collectively, the "Guarantors")
are not included herein because the Guarantors are jointly and severally liable
under the guarantees, and the aggregate assets, liabilities, earnings and
equity of the Guarantors are substantially equivalent to the assets,
liabilities, earnings and equity of the Company on a consolidated basis.
Summarized financial information for Missouri Logos, a Partnership, a 66 2/3%
owned subsidiary of the Company and the only subsidiary of the Company that is
not a Guarantor, is set forth below:
<TABLE>
<CAPTION>
December 31, 1996
-----------------
<S> <C>
Current assets 124
Total assets 174
Total liabilities 10
Venturers' equity 164
Revenues 125
Net income 53
</TABLE>
-9-
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of the change in the Company's year end from October 31 to
December 31 the results of operations set forth in the accompanying financial
statements reflect the two month period ended December 31, 1996 and the three
month period ended January 31, 1996. Accordingly the results of operations do
not reflect comparative periods. As an aid to understanding and comparing the
Company's operating results, the following table shows results of operations
through operating income for the two month period ended December 31, 1996 and
1995. The discussion that follows compares these two periods.
<TABLE>
<CAPTION>
Two Month Period Ending December 31,
------------------------------------
1995 1996
-------- --------
<S> <C> <C>
Outdoor advertising net $18,631 $23,212
Other income 108 50
------- -------
18,739 23,262
Direct advertising expenses 6,744 7,975
General and administrative expenses 4,862 5,034
Depreciation and amortization 2,312 3,928
------- -------
13,918 16,937
Operating income 4,821 6,325
</TABLE>
RESULTS OF OPERATIONS
Two Months Ended December 31, 1996 Compared to Two Months Ended December 31,
1995
Net revenues increased $4.5 million or 24.1% to $23.3 million for the two
months ended December 31, 1996. This was the result of a $3.2 million increase
in billboard net revenues principally attributable to the FKM, Outdoor East and
Revere acquisitions, and a $1.2 million increase in logo sign revenue due to
the completion of development of the new state franchises awarded in 1995 and
1996 and the continued expansion of existing franchises. Net billboard
advertising revenue for the period ended December 31, 1996 was $19.9 million
and logo sign revenue was $2.7 million.
Operating expenses, exclusive of depreciation and amortization, increased $1.4
million or 12.1% for the two months ended December 31, 1996 as compared to the
same period in 1995. This was primarily the result of the additional operating
expenses related to outdoor asset acquisitions and the newly developed logo
sign franchises.
-10-
<PAGE> 13
Depreciation and amortization expense increased $1.6 million or 69.9% from $2.3
million for the two months ended December 31, 1995 to $3.9 million for two
months ended December 31, 1996 as a result in the increase in capital assets.
Due to the above factors, operating income increased $1.5 million or 31.2% to
$6.3 million for two months ended December 31, 1996 from $4.8 million for the
same period in 1995.
An extraordinary loss on debt extinguishment of $9.5 million net of income tax
benefit of $5.7 million, was incurred as a result of the extinguishment of the
Senior Secured Notes and termination of the 1993 Bank Credit Agreement
As a result of this extraordinary loss, the Company recognized a net loss for
the two months ended December 31, 1996 of $8.1 million.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically satisfied its working capital requirements with
cash from operations and revolving credit borrowings. Its acquisitions have
been financed primarily with borrowed funds.
In August 1996, the Company sold pursuant to the IPO 4,294,041 shares of its
Class A Common Stock at a price of $16.00 per share. The net proceeds to the
Company from the sale of the 4,294,041 shares were approximately $63.2 million
after deducting expenses and underwriting discounts.
The Company used a portion of the net proceeds from the IPO to repay
outstanding secured indebtedness under its bank facilities in the aggregate
principal amount of approximately $43.8 million, consisting of (i) $37.8
million in term loans and (ii) $6.0 million in outstanding loans under a
revolving credit facility. The Company used approximately $5.0 million of the
net proceeds from the IPO to pay a portion of the contingent consideration
payable to stockholders whose shares of common stock were repurchased by the
Company in October 1995 and March 1996. The Company issued to such
stockholders $20.0 million aggregate principal amount of ten-year subordinated
notes as the balance of the contingent consideration. A portion of the
remaining net proceeds were used to purchase certain outdoor advertising
properties for an aggregate cash price of approximately $13.0 million.
In November and December of 1996, the Company engaged in several transactions
which significantly changed its capital structure and positioned it to expanded
operations through acquisitions. These transactions were: (i) an equity
offering of 2,530,000 shares of Class A common stock at $23 per share, (ii) a
tender offer that retired approximately $98.5 million of the $100 million
outstanding 11% Senior Secured Notes due 2003, (iii) an offering of $255
million of 9 5/8% Senior
-11-
<PAGE> 14
Subordinated Notes due 2006, and (iv) a new bank credit facility consisting of
a committed $225 million revolving credit facility and a $75 million
incremental facility funded at the discretion of the lenders. The new credit
facility replaced the Company's previous bank credit facilities. Presently
there are no loans outstanding under the new bank credit facility.
Net proceeds to the Company, after underwriting discounts, from the equity and
Senior Subordinated Note offerings were $55.4 million and $248.0 million,
respectively. These proceeds were used to extinguish outstanding bank debt of
approximately $47.0 million, fund the tender offer for Senior Secured Notes,
purchase Outdoor East for $60.5 million and pay investment banking fees as well
as other related costs of approximately $12.0 million related to the above
transactions. The balance of approximately $85 million was available for
future acquisitions and other corporate purposes.
The Company's net cash used by operating activities is $12.1 million for the
two months ended December 31, 1996 due to the Company's net loss of $8.1
million attributable to debt extinguishment, non-cash items of $3.5 million, an
increase in receivables of $4.5 million, and a decrease in accrued expenses of
$3.1 million. Net cash used in investing activities is $113.4 million for the
two months ended December 31, 1996 due to acquisitions of new markets of $104.4
million, capital expenditures of $4.9 million, and purchases of intangible
assets of $4.3 million. Net cash provided by financing activities is $198.1
million for the two months ending December 31, 1996 due to the proceeds from
the Note Offering of $247.8 million and proceeds from the issuance of common
stock of $54.9 million offset by principal payments on long-term debt of $104.6
million. The items described above yield a net increase in cash and cash
equivalents of $72.6 million for the two months ending December 31, 1996.
With respect to the financing by the Company of the Penn Advertising, Inc.
acquisition for $167 million and subsequent sale of Penn-Baltimore for $46.5
million, the Company intends to use existing cash on hand of approximately $72
million along with a borrowing of $95 million on its $225 million revolving
bank credit facility to fund the acquisition. Immediately thereafter, upon the
closing of the sale, the proceeds received by the Company of $46.5 million will
be used to reduce the borrowing on its revolver.
-12-
<PAGE> 15
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
Reports on Form 8-K were filed with the Commission during the
transition period from November 1, 1996 through December 31,
1996 to report the following items as of the dates indicated:
* The Company filed on November 15, 1996 a report on
Form 8-K reporting: (I) under Item 2 the completion
of the Company's acquisition of all of the
outstanding capital stock of FKM Advertising Co.,
Inc. for a cash purchase price of $40.0 million and
(ii) under Item 5 that the holders of majority in
principal amount of the Company's outstanding 11%
Senior Secured Notes due May 15, 2003 (the "Notes")
had validly tendered their Notes and delivered their
consents to certain amendments to the indenture
under the Notes were issued.
* The Company filed on December 19, 1996 a report on
Form 8-K reporting: (i) under Item 2 the completion
of the Company's acquisition of the assets of
Outdoor East, L.P. for a cash purchase price of
approximately $60.5 million and (ii) under Item 8
the change in the end of Company's fiscal year from
October 31 to December 31.
SIGNATURES
Pursuant to the requirements 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.
LAMAR ADVERTISING COMPANY
DATED: BY /s/Keith Istre
-----------------------------------------
Keith A. Istre
Chief Financial and Accounting Officer
and Director
-13-
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 - Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> NOV-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 81,007
<SECURITIES> 2,250
<RECEIVABLES> 20,462
<ALLOWANCES> 814
<INVENTORY> 0
<CURRENT-ASSETS> 105,299
<PP&E> 260,325
<DEPRECIATION> 89,595
<TOTAL-ASSETS> 368,156
<CURRENT-LIABILITIES> 22,751
<BONDS> 279,260
0
3,649
<COMMON> 31
<OTHER-SE> 60,083
<TOTAL-LIABILITY-AND-EQUITY> 368,156
<SALES> 23,212
<TOTAL-REVENUES> 23,262
<CGS> 0
<TOTAL-COSTS> 13,009
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 256
<INTEREST-EXPENSE> 3,803
<INCOME-PRETAX> 2,659
<INCOME-TAX> 1,199
<INCOME-CONTINUING> 1,460
<DISCONTINUED> 0
<EXTRAORDINARY> 9,514
<CHANGES> 0
<NET-INCOME> (8,054)
<EPS-PRIMARY> (.27)
<EPS-DILUTED> (.27)
</TABLE>
