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<PAGE> 1
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
Date of Report (Date of earliest event reported):
OCTOBER 1, 1998
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-20833 72-1205791
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On October 1, 1998, Lamar Advertising Company (the "Company") acquired
all of the outstanding capital stock of Outdoor Communications, Inc. ("OCI"),
for a purchase price of approximately $385 million, consisting of approximately
$235 million of cash, the assumption of approximately $105 million of debt and
the issuance of approximately $45 million of notes to former OCI shareholders.
The completion of this acquisition was reported on a Form 8-K filed on October
15, 1998.
In order to update the financial statements filed on a Form 8-K/A on
October 19, 1998, the Company is filing this report to provide updated
historical financial statements and related notes for OCI as well as to include
updated pro forma financial information of the Company giving effect to the
acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Unaudited condensed consolidated balance sheets of OCI as of
September 30, 1998 and June 30, 1998 and unaudited condensed
consolidated statements of operations and cash flows for the
three-month periods ended September 30, 1998 and 1997, are
filed herewith as Exhibit 99.1.
(b) Pro Forma Financial Statements.
Unaudited pro forma condensed consolidated balance sheet as of
September 30, 1998, and unaudited pro forma condensed
consolidated statements of loss of the Company giving effect
to the OCI acquisition for the year ended December 31, 1998,
and the nine months ended September 30, 1998, are filed
herewith as Exhibit 99.2.
(c) Exhibits.
99.1 Unaudited condensed consolidated balance sheets of
OCI as of September 30, 1998 and June 30, 1998 and
unaudited condensed consolidated statements of
operations, and cash flow for the three-month periods
ended September 30, 1998 and 1997. Filed herewith.
99.2 Unaudited pro forma condensed consolidated balance
sheet as of September 30, 1998 and statements of
loss of the Company giving effect to the OCI
acquisition for the year ended December 31, 1998 and
the nine months ended September 30, 1998. Filed
herewith.
-2-
<PAGE> 3
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 hereunto duly authorized.
Date: June 8, 1999 LAMAR ADVERTISING COMPANY
By: /s/ KEITH A. ISTRE
------------------------------------------
Keith A. Istre
Treasurer and Chief Financial Officer
-3-
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
99.1 Unaudited condensed consolidated balance sheets of OCI as of
September 30, 1998 and June 30, 1998, and unaudited condensed
consolidated statement of operations, and cash flow for the
three-month periods ended September 30, 1998 and 1997. Filed
herewith.
99.2 Unaudited pro forma condensed consolidated balance sheet as of
September 30, 1998 and statements of loss of the Company giving
effect to the OCI acquisition for the year ended December 31,
1998 and the nine months ended September 30, 1998. Filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
Unaudited Condensed Consolidated Financial Statements
September 30, 1998
<PAGE> 2
OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
September 30, June 30,
1998 1998
---- ----
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 512 $ 1,542
Trade receivables, net 7,083 6,660
Prepaid expenses 2,028 2,094
Other current assets 872 849
--------- ---------
Total current assets 10,495 11,145
--------- ---------
Property, plant and equipment 90,337 87,363
Less accumulated depreciation
and amortization (27,405) (25,616)
--------- ---------
Net property, plant and equipment 62,932 61,747
--------- ---------
Intangible assets 85,837 86,800
Other assets 302 529
--------- ---------
Total assets 159,566 160,221
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable 559 1,121
Accrued expenses 3,161 5,868
Deferred income 358 318
--------- ---------
Total current liabilities 4,078 7,307
Long-term debt 147,000 143,100
Preferred interests of a subsidiary 5,484 5,484
Deferred tax liability 2,029 1,606
--------- ---------
Total liabilities 158,591 157,497
--------- ---------
</TABLE>
(continued)
-2-
<PAGE> 3
OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
September 30, June 30,
1998 1998
---- ----
<S> <C> <C>
Stockholders' Equity:
Series A preferred stock, $.01 par value authorized
300,000 shares; 186,220.93 shares issued and
outstanding at September 30, 1998, and June
30, 1998 (Aggregate liquidation preference of
$20,019) Undesignated preferred stock $.01 par
value. Authorized 4,700,000 shares; none issued
and outstanding $ 2 $ 2
Class A common stock, $.01 par value, authorized 10,000
shares; issued and outstanding 8,417.72 shares -- --
Class B common stock, $.01 par value, authorized 10,000
shares; issued and outstanding 3,689.28 shares -- --
Additional paid-in capital 22,624 22,624
Accumulated deficit (21,651) (19,902)
--------- ---------
Stockholders' equity 975 2,724
--------- ---------
Total liabilities and
stockholders' equity $ 159,566 $ 160,221
========= =========
</TABLE>
-3-
<PAGE> 4
OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1998 1997
---- ----
<S> <C> <C>
Net revenues $ 15,649 $ 13,472
-------- --------
Operating expenses:
Direct advertising
expenses 5,246 4,349
Selling, general and
administrative expenses 4,837 3,600
Depreciation and
amortization 3,748 3,182
-------- --------
13,831 11,131
-------- --------
Operating income 1,818 2,341
-------- --------
Non-operating (income) expense:
Interest expense 3,419 3,051
Other expenses (income) (257) 145
-------- --------
3,162 3,196
-------- --------
Loss before income taxes (1,344) (855)
Income tax expense 405 1,193
-------- --------
Net loss before extraordinary item (1,749) 2,048
Extraordinary loss from early
extinguishment of debt, net of income
tax benefit of 1,711 -- (2,676)
-------- --------
Net loss $ (1,749) $ (4,724)
======== ========
</TABLE>
-4-
<PAGE> 5
OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES $ (1,942) $ 2,687
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,988) (2,796)
Other -- 28
--------- ---------
Net cash used in investing activities (2,988) (2,768)
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issuance costs -- (5,336)
Principal payments on long-term debt -- (115,650)
Proceeds from issuance of long-term debt 3,900 16,650
Proceeds from note offering -- 105,000
--------- ---------
Net cash provided by financing activities 3,900 664
Net increase (decrease) in cash and cash
equivalents (1,030) 583
Cash and cash equivalents at beginning
of period 1,542 1,713
--------- ---------
Cash and cash equivalents at end of
period 512 2,296
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 6,051 $ 2,570
========= =========
Cash paid for state and
federal income taxes $ 11 $ 187
========= =========
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES:
Preferred stock issued in exchange for
subordinated debt including accrued
interest of $1,332 $ -- $ 18,622
========= =========
Preferred interests issued in exchange
for subordinated debt including accrued
interest of $348 $ -- $ 5,484
========= =========
</TABLE>
-5-
<PAGE> 6
OUTDOOR COMMUNICATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Outdoor Communications, Inc. (the Company) have been prepared in conformity with
generally accepted accounting principles and with the instructions for Form 10-Q
and Rule 10-01 of Regulation S-X as they apply to interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
All significant intercompany transactions have been eliminated in consolidation.
The consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1998. The Company
is a holding company with no assets or operations other than its investment in
its subsidiaries.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of financial position
and results of operations have been included. The operating results for interim
periods are not necessarily indicative of the results to be expected for the
full fiscal year.
Earnings Per Share
An earnings per share calculation has not been presented because the Company is
closely held by a private investor group and, accordingly, earnings per share is
not required or meaningful.
Subsequent Events
On August 10, 1998, the Company entered into a Stock Purchase Agreement,
pursuant to which Lamar Advertising Company will acquire 100% of the Company's
outstanding stock for $385 million which includes the assumption of debt. The
acquisition was consummated on October 1, 1998.
-6-
<PAGE> 1
EXHIBIT 99.2
LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following sets forth unaudited pro forma condensed consolidated
financial information for the Company. The unaudited pro forma condensed
consolidated statements of loss for the year ended December 31, 1998 and for the
nine month period ended September 30, 1998 give effect to the acquisition of
Outdoor Communications, Inc. as if the transaction had occurred on January 1,
1998.
For purposes of the pro forma financial information (i) the statement of
operations of the Company for its fiscal year ended December 31, 1998 has been
combined with the statement of loss of Outdoor Communications, Inc. for the nine
months ended September 30, 1998, ( the acquisition was consummated on October 1,
1998) (ii) the statement of operations of the Company for the nine month period
ended September 30, 1998 has been combined with the statement of loss of Outdoor
Communications Inc. for the same period and (iii) the balance sheet of the
Company as of September 30, 1998 has been combined with the balance sheet of
Outdoor Communications Inc. as of September 30, 1998.
The unaudited pro forma condensed consolidated financial statements give
effect to the acquisition 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 the Company believes
reasonable under the circumstances.
The unaudited pro forma condensed consolidated financial statements have
been prepared by the Company's management. The unaudited pro forma data are not
designed to represent and do not represent what the Company'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 the Company's results of operations for any future period or as of
any future date. The unaudited pro forma condensed consolidated financial
statements should be read in conjunction with the audited and unaudited
consolidated financial statements and notes of the Company and Outdoor
Communications, Inc. included elsewhere or incorporated herein by reference.
<PAGE> 2
LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS
YEAR ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
ACQUISITION COMBINED
LAMAR OCI ADJUSTMENTS AS ADJUSTED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues, net $ 288,588 44,166 0 332,754
----------- ----------- ----------- -----------
288,588 44,166 0 332,754
----------- ----------- ----------- -----------
Direct advertising expenses 92,849 15,932 0 108,781
General and administrative expenses 60,935 12,387 (3,660)(2) 69,662
Depreciation and Amortization 88,572 10,607 13,626 (3) 112,805
----------- ----------- ----------- -----------
242,356 38,926 9,966 291,248
----------- ----------- ----------- -----------
Operating income 46,232 5,240 (9,966) 41,506
----------- ----------- ----------- -----------
Other expense (income):
Interest income (762) 0 0 (762)
Interest expense 60,008 10,590 9,983 (1) 80,581
Loss (gain) on disposition of assets (1,152) 423 0 (729)
Other expenses 219 95 0 314
----------- ----------- ----------- -----------
58,313 11,108 9,983 79,404
----------- ----------- ----------- -----------
Loss before income taxes (12,081) (5,868) (19,949) (37,898)
Income tax expense (benefit) (191) (2,207) (3,970)(4) (6,368)
----------- ----------- ----------- -----------
Net loss (11,890) (3,661) (15,979) (31,530)
=========== ===========
Preferred stock dividends 365 365
----------- -----------
Net loss applicable to common stock $ (12,255) (31,895)
=========== ===========
Net loss per common share ($0.24) ($0.62)
=========== ===========
Weighted average number of shares outstanding 51,361,522 51,361,522
=========== ===========
</TABLE>
<PAGE> 3
LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS
NINE MONTHS ENDED SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
ACQUISITION COMBINED
LAMAR OCI ADJUSTMENTS AS ADJUSTED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues, net $ 201,600 44,166 0 245,766
0
----------- ----------- ----------- -----------
201,600 44,166 0 245,766
----------- ----------- ----------- -----------
Direct advertising expenses 64,696 15,932 0 80,628
General and administrative expenses 43,178 12,387 (3,660)(2) 51,905
Depreciation and Amortization 57,053 10,607 13,626 (3) 81,286
----------- ----------- ----------- -----------
164,927 38,926 9,966 213,819
----------- ----------- ----------- -----------
Operating income 36,673 5,240 (9,966) 31,947
----------- ----------- ----------- -----------
Other expense (income):
Interest income (359) 0 0 (359)
Interest expense 39,357 10,590 9,983(1) 59,930
Loss on disposition of assets 619 423 0 1,042
Other expenses 272 95 0 367
----------- ----------- ----------- -----------
39,889 11,108 9,983 60,980
----------- ----------- ----------- -----------
Loss before income taxes (3,216) (5,868) (19,949) (29,033)
Income tax expense (benefit) 816 (2,207) (3,970)(4) (5,361)
----------- ----------- ----------- -----------
Net Loss (4,032) (3,661) (15,979) (23,672)
=========== ===========
Preferred stock dividends 365 365
----------- -----------
Net loss applicable to common stock $ (4,397) (24,037)
=========== ===========
Net loss per common share ($0.09) ($0.48)
=========== ===========
Weighted average number of shares outstanding 50,076,742 50,076,742
=========== ===========
</TABLE>
<PAGE> 4
LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PROFORMA PRO FORMA
LAMAR OCI ADJUSTMENTS COMBINED
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Cash 6,224 512 (1,089) (5) 5,647
Net receivables 34,281 7,083 149 (6) 41,513
Other current assets 13,034 2,900 (668) (7) 15,266
---------- ---------- ---------- ----------
Total current assets 53,539 10,495 (1,608) 62,426
---------- ---------- ---------- ----------
Property, plant and equipment, net 401,218 62,932 34,126 (8) 498,276
---------- ---------- ---------- ----------
Intangibles 392,691 85,837 218,354 (9) 696,882
Other assets 19,090 302 (11)(10) 19,381
---------- ---------- ---------- ----------
Total assets 866,538 159,566 250,861 1,276,965
========== ========== ========== ==========
Current maturities of long-term debt 3,950 0 45,045 (11) 48,995
Other current liabilities 33,438 4,078 4,989 (12) 42,505
---------- ---------- ---------- ----------
37,388 4,078 50,034 91,500
---------- ---------- ---------- ----------
Long-term debt 562,343 147,000 193,000 (13) 902,343
Deferred income - Long term 1,012 0 0 1,012
Preferred interest in subsidiary 0 5,484 (5,484)(14) 0
Other liabilities 2,959 2,959
Deferred tax liability 10,713 2,029 14,286 (15) 27,028
---------- ---------- ---------- ----------
Total Liabilities 614,415 158,591 251,836 1,024,842
---------- ---------- ---------- ----------
Stockholders' equity 252,123 975 (975)(16) 252,123
---------- ---------- ---------- ----------
Total liabilities and stockholders' equity 866,538 159,566 250,861 1,276,965
========== ========== ========== ==========
</TABLE>
<PAGE> 5
For purposes of determining the pro forma effect of the Outdoor Communications,
Inc. acquisition on the Company's Condensed Consolidated Statements of
Operations for the year ended December 31, 1998 and the unaudited Condensed
Consolidated Statements of Operations for the nine months' ended September 30,
1998, the following adjustments have been made:
<TABLE>
<S> <C>
(1) To eliminate historical interest expense in OCI's financial
statements and record interest expense related to the debt acquired
in the acquisition:
Historical interest expense (10,590)
Interest expense on debt acquired 20,573
---------
9,983
=========
(2) To eliminate expenses in OCI's historical income statement related
to corporate offices not retained and record the actual expenses
that would have been incurred had the transaction taken place at the
beginning of the period:
Historical corporate expenses (3,760)
Actual additional corporate expenses 100
---------
(3,660)
=========
(3) 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. 13,626
=========
(4) To record the tax effect on pro forma statements
for the acquisition (3,970)
=========
</TABLE>
<PAGE> 6
For purposes of determining the pro forma effect of the Outdoor Communications,
Inc. acquisition on the Company's Unaudited Condensed Consolidated Balance Sheet
as of September 30, 1998, the following adjustments have been made:
<TABLE>
<CAPTION>
Pro Forma
Adjustments
-----------
<S> <C>
(5) Cash:
To record cash used to finance the acquisition (1,089)
=========
(6) Net receivables
To reclassify balance sheet items in order to conform
to the Company's presentation. 149
=========
(7) Other current assets
To reclassify balance sheet items in order to conform
to the Company's presentation. (591)
To eliminate historical assets not acquired in the
transaction. (77)
---------
(668)
=========
(8) Property, Plant and Equipment, net:
To record the increase in property, plant and equipment
from the allocation of the purchase price for the OCI acquisition 33,684
To reclassify balance sheet items in order to conform
to the Company's presentation. 442
---------
34,126
=========
(9) Intangibles:
To record the increase in intangibles resulting from the
allocation of the purchase price of the OCI acquisition 218,354
=========
(10) Other Assets:
To reclassify balance sheet items in order to conform
to the Company's presentation. (11)
=========
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
(11) Current maturities of long-term debt:
To record the increase in short-term debt related to the
financing of the OCI acquisition 45,045
=========
(12) Other current liabilities:
To reclassify balance sheet items in order to conform
to the Company's presentation. (11)
To record the increase in accrued expenses related
to the OCI acquisition. 5,000
---------
4,989
=========
(13) Long-term debt:
To record the net increase in debt related to financing the OCI
acquisition and the elimination of debt not assumed in the
acquisition.
Borrowings under the Credit Facility 235,000
Debt not assumed in the acquisition (42,000)
---------
193,000
=========
(14) Preferred interest in subsidiary
To eliminate OCI's historical accounts not acquired
as a result of the acquisition (5,484)
=========
(15) Deferred Tax Liability:
To record the increase in the deferred tax liability
created as a result of the application of purchase
accounting. 14,286
=========
(16) Stockholders' Equity
To eliminate OCI's historical stockholders' equity
as a result of the acquisition (975)
=========
</TABLE>
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