<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended March 31, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from
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 (225) 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 May 5, 1999
----- -----------------
<S> <C>
Class A Common Stock,$ .001 par value 43,514,283
Class B Common Stock,$ .001 par value 17,699,997
</TABLE>
<PAGE> 2
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of
March 31, 1999 and December 31, 1998 1 - 2
Condensed Consolidated Statements of Operations
for the three months ended March 31, 1999
and March 31, 1998 3 - 4
Condensed Consolidated Statements of Comprehensive
Income for the three months ended March 31, 1999
and March 31, 1998 5
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 1999 and
March 31, 1998 6 - 7
Notes to Condensed Consolidated Financial
Statements 8 - 10
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 13
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risks 14
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 15
Signatures 15
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------- ----------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 8,171 $ 128,597
Receivables
Trade accounts, net 40,242 39,681
Affiliates, related parties
and employees 470 378
Other 330 321
---------- ----------
Net receivables 41,042 40,380
Prepaid expenses 12,856 12,346
Other current assets 4,717 1,736
---------- ----------
Total current assets 66,786 183,059
---------- ----------
Property, plant and equipment 687,523 661,324
Less accumulated depreciation
and amortization (166,028) ( 153,972)
---------- ----------
Net property, plant and equipment 521,495 507,352
---------- ----------
Intangible assets 752,809 705,934
Receivables - noncurrent 3,183 1,972
Other assets 14,264 15,060
---------- ----------
Total assets $1,358,537 $1,413,377
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 4,064 $ 4,258
Accrued expenses 22,061 25,912
Current maturities of long-term
debt 4,165 49,079
Deferred income 10,279 9,589
---------- ----------
Total current liabilities 40,569 88,838
Long-term debt 829,288 827,453
Deferred tax liability 23,998 25,613
Deferred income 1,313 1,293
Other liabilities 4,464 3,401
---------- ----------
Total liabilities 899,632 946,598
---------- ----------
</TABLE>
(Continued)
-1-
<PAGE> 4
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- -----------
(Unaudited)
<S> <C> <C>
STOCKHOLDERS' EQUITY
Class A preferred stock, par value
$638, $63.80 cumulative dividends,
authorized 10,000 shares; 5,719.49
shares issued and outstanding 3,649 3,649
Class A common stock, $.001 par value,
authorized 75,000,000 shares; issued and
outstanding 43,514,283 shares and
43,392,876 shares at March 31, 1999 and
December 31, 1998, respectively 43 43
Class B common stock, $.001 par value,
authorized 37,500,000 shares; issued
and outstanding 17,699,997 18 18
Additional paid in capital 508,567 505,644
Accumulated deficit (53,372) (42,575)
----------- -----------
Stockholders' equity 458,905 466,779
----------- -----------
Total liabilities and
stockholders' equity $ 1,358,537 $ 1,413,377
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
-2-
<PAGE> 5
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues
Outdoor advertising, net $ 85,766 $ 58,397
----------- -----------
Operating expenses
Direct advertising expenses 29,764 20,830
Selling, general and
administrative expenses 20,099 13,216
Depreciation and amortization 31,561 17,605
----------- -----------
81,424 51,651
----------- -----------
Operating income 4,342 6,746
----------- -----------
Other expense (income)
Interest income ( 686) ( 107)
Interest expense 18,145 13,326
Gain on disposition of assets ( 336) ( 317)
----------- -----------
17,123 12,902
----------- -----------
Loss before income taxes and
cumulative effect of a change
in accounting principle ( 12,781) ( 6,156)
Income tax benefit ( 2,842) ( 1,565)
------------ -----------
Loss before cumulative effect of
a change in accounting principle ( 9,939) ( 4,591)
Cumulative effect of a change in
accounting principle, net of tax ( 767) --
------------ -----------
Net loss ( 10,706) ( 4,591)
Preferred stock dividends ( 91) ( 91)
----------- -----------
Net loss applicable to common stock $( 10,797) $( 4,682)
=========== ===========
</TABLE>
(Continued)
-3-
<PAGE> 6
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Loss before cumulative effect of a
change in accounting principle per
common share - basic and diluted $( .17) $( .10)
=========== ===========
Cumulative effect of a change in
accounting principle, net of tax, per
common share - basic and diluted $( .01) $ --
=========== ===========
Net loss per common share - basic $( .18) $( .10)
=========== ===========
Net loss per common share - diluted $( .18) $( .10)
=========== ===========
Weighted average common shares
outstanding 61,143,351 47,350,919
Incremental common shares from
dilutive stock options -- --
----------- -----------
Weighted average common shares
assuming dilution 61,143,351 47,350,919
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
-4-
<PAGE> 7
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Net loss applicable to common stock $ (10,797) $ ( 4,682)
Other comprehensive income -
change in unrealized loss on
investment securities (net of
deferred tax benefit of $(133)
for the three months ending
March 31, 1998). -- ( 217)
---------- -----------
Comprehensive loss $ (10,797) $ ( 4,899)
========== ===========
</TABLE>
-5-
<PAGE> 8
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $( 10,706) $( 4,591)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Depreciation and amortization 31,561 17,605
Gain on disposition of assets ( 336) ( 317)
Deferred taxes ( 2,319) ( 1,550)
Provision for doubtful accounts 941 551
Changes in operating assets and liabilities:
Decrease (increase) in:
Receivables ( 1,923) 2,772
Prepaid expenses ( 11) ( 115)
Other assets ( 1,915) ( 2,315)
Increase (decrease) in:
Trade accounts payable ( 194) ( 444)
Accrued expenses ( 6,432) ( 1,178)
Other liabilities 37 20
Deferred income 675 570
--------- --------
Net cash provided by operating
activities 9,378 11,008
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable ( 1,184) ( 250)
Acquisition of new markets ( 74,930) (54,990)
Capital expenditures ( 12,581) (11,069)
Proceeds from disposition of assets 749 579
--------- --------
Net cash used in investing activities ( 87,946) (65,730)
--------- --------
</TABLE>
(Continued)
-6-
<PAGE> 9
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 1,312 2,601
Principal payments on long-term debt ( 45,939) ( 1,063)
Proceeds from issuance of notes payable 2,860 70
Net borrowings under credit agreements -- 50,000
Dividends ( 91) ( 91)
--------- --------
Net cash provided by (used in)
financing activities ( 41,858) 51,517
--------- --------
Net decrease in cash and cash equivalents (120,426) ( 3,205)
Cash and cash equivalents at beginning
of period 128,597 7,246
--------- --------
Cash and cash equivalents at end of
period $ 8,171 $ 4,041
========= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 18,835 $ 10,783
========= ========
Cash paid for state and
federal income taxes $ 570 $ 848
========= ========
</TABLE>
See accompanying notes to consolidated financial statements
-7-
<PAGE> 10
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 the Company's
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.
Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per
Share." The calculations of basic earnings per share excludes any dilutive
effect of stock options, while diluted earnings per share includes the dilutive
effect of stock options. Antidilutive shares of 598,848 and 611,296 for the
three months ended March 31, 1999 and 1998 have been excluded from the
calculation of diluted earnings per share.
Certain amounts in the prior year's consolidated financial statements have been
reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported net earnings.
New Accounting Pronouncements
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP 98-5"), Reporting on the Costs of Start-Up
Activities. SOP 98-5 is effective for financial statements for fiscal years
beginning after December 15, 1998, and requires that the costs of start-up
activities, including organizational costs, be expensed as incurred. The effect
of SOP 98-5 is recorded as a cumulative effect of a change in accounting
principle as described in Accounting Principles Board Opinion No. 20 "Accounting
Changes".
2. Acquisitions
-8-
<PAGE> 11
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
On January 5, 1999, the Company purchased all the outdoor advertising assets of
American Displays, Inc. for a cash purchase price of approximately $14,511.
On February 1, 1999, the company purchase all of the outdoor advertising assets
of KJS, LLC for a cash purchase price of $40,494.
During the three months ended March 31, 1999, the company completed 17
additional acquisitions for an aggregate cash purchase price of approximately
$20,000 and issuance of 13,023 shares of class A common stock valued at
approximately $475.
Each of these acquisitions were accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the allocation of the acquisition costs in the above transactions.
<TABLE>
<CAPTION>
Property
Current Plant & Customer Other Current Long-term
Assets Equipment Goodwill Lists Assets Liabilities Liabilities
------- --------- -------- -------- ------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
American Displays 87 899 10,532 3,227 50 (284) --
KJS, LLC 46 9,468 30,543 4,479 10 (2,079) (1,921)
Other 181 5,309 13,222 2,594 662 (402) (1,548)
------- ------ ------ ------ --- ------ ------
314 15,676 54,297 10,300 722 (2,765) (3,469)
======= ====== ====== ====== === ====== ======
</TABLE>
Summarized below are certain unaudited pro forma statements of operations data
for the three months ended March 31, 1999 and March 31, 1998 as if each of the
above acquisitions and the acquisitions occurring in 1998, which were fully
described in the Company's December 31, 1998 Annual Report on Form 10K, had been
consummated as of January 1, 1998. This 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 Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues, net $ 86,244 $ 79,691
Net loss applicable to
common stock ( 11,012) (13,021)
Net loss per common share - basic ( .18) ( .27)
Net loss per common share - diluted ( .18) ( .27)
</TABLE>
-9-
<PAGE> 12
3. 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 with respect
to its publicly issued notes (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>
Balance Sheet Information: March 31, 1999 December 31, 1998
-------------- -----------------
(Unaudited)
<S> <C> <C>
Current assets 208 248
Total assets 256 297
Total liabilities -- 7
Venturers' equity 256 290
</TABLE>
<TABLE>
<CAPTION>
Income Statement Information: Three months ended Three months ended
March 31, 1999 March 31, 1998
-------------- -----------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues 274 264
Net income 214 162
</TABLE>
4. Subsequent Events
Subsequent to March 31, 1999, the Company purchased substantially all of the
assets of two outdoor advertising companies for a total purchase price of
approximately $23,200 in cash. The acquisitions will be accounted for under the
purchase method of accounting.
-10-
<PAGE> 13
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the consolidated financial condition and
results of operations of the Company for the three months ended March 31, 1999
and 1998. This discussion should be read in conjunction with the consolidated
financial statements of the Company and the related notes.
The following discussion is a summary of the key factors management considers
necessary in reviewing the Company's results of operations, liquidity and
capital resources. The future operating results of the Company may differ
materially from the results described below. For a discussion of certain factors
which may affect the Company's future operating performance see Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Factors Affecting Future Operating Results in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
RESULTS OF OPERATIONS
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31,1998
Net revenues increased $27.4 million or 46.9% to $85.8 million for the three
months ended March 31, 1999 as compared to the same period in 1998. This
increase was attributable to the Company's acquisitions during 1998 and 1999 and
internal growth within the Company's existing markets.
Operating expenses, exclusive of depreciation and amortization, increased $15.8
million or 46.5% for the three months ended March 31, 1999 as compared to the
same period in 1998. This was primarily the result of the additional operating
expenses related to acquired outdoor advertising assets and the newly developed
and acquired logo sign franchises.
Depreciation and amortization expense increased $14.0 million or 79.3% from
$17.6 million for the three months ended March 31, 1998 to 31.6 million for the
three months ended March 31, 1999 as a result of an increase in capitalized
assets resulting from the Company's recent acquisition activity.
Due to the above factors, operating income decreased $2.4 million or 35.6% to
$4.3 million for three months ended March 31, 1999 from $6.7 million for the
same period in 1998.
Interest income increased $.6 million as a result of earnings on excess cash
investments made during the three months ended March 31, 1999 as compared to the
same period in 1998. Interest expense increased $4.8 million from $13.3 million
for the three months ended March 31, 1998 to $18.1 million for the same period
in 1999 as a result of additional borrowings under the Bank Credit Facility.
-11-
<PAGE> 14
Income tax benefit increased $1.3 million from $1.6 million for the three months
ended March 31,1998 to $2.8 million for the same period in 1999. The effective
tax rate for the three months ended March 31, 1999 is 22.2% which is less than
the Company's historical effective tax rate due to permanent differences
resulting from non-deductible amortization of goodwill.
Due to the adoption of SOP 98-5 "Reporting on the Costs of Start-Up Activities"
which requires costs of start-up activities and organization costs to be
expensed as incurred, the Company expensed $.8 million as a cumulative effect of
a change in accounting principle. This expense is a one time adjustment to
expense start up activities and organization costs that were capitalized to the
balance sheet in prior periods.
As a result of the above factors, the Company recognized a net loss for the
three months ended March 31, 1999 of $10.7 million, as compared to a net loss of
$4.6 million for the same period in 1998.
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.
During the three months ended March 31, 1999, the Company financed its
acquisition activity of approximately $75.6 million with remaining proceeds from
the December, 1998 equity offering. At March 31, 1999, following these
acquisitions, the Company had $250 million available under the Revolving
Facility. In April 1999, the Company financed the Frank Hardie Advertising and
Liberty Communications acquisitions with draws totaling $22 million under the
Revolving Facility. The Company currently has $230 million available under the
Revolving Facility and believes that this availability coupled with internally
generated funds will be sufficient for the foreseeable future to satisfy all
debt service obligations and to finance additional acquisition activity and
current operations.
The Company's net cash provided by operating activities decreased to $9.4
million for the three months ended March 31, 1999 due primarily to an increase
in noncash items of $13.6 million, which includes an increase in depreciation
and amortization of $14.0 million. The increase in noncash items was offset by a
decrease in net earnings of $6.1 million, a decrease in accrued expenses of $5.3
million and an increase in receivables of $4.7 million. Net cash used in
investing activities increased $22.2 million from $65.7 million for the three
months ended March 31, 1998 to $87.9 million for the same period in 1999. This
increase was due to a $19.9 million increase in purchase of new markets and a
$1.5 million increase in capital expenditures. Net cash used in financing
activities for the three months ended March 31, 1999 is $41.9 million due to
$45.9 million in principal payments on long-term debt which primarily consists
of the payment of approximately $45.0 million in notes to the three principal
shareholders of OCI which was purchased by the Company in October, 1998. The
principal payments were offset by $1.3 million in net proceeds from issuance of
common stock and $2.9 million in proceeds from issuance of notes payable.
-12-
<PAGE> 15
Elimination of Tobacco Advertising
By the end of April 1999, the Company had removed all of its outdoor advertising
of tobacco products in connection with settlements the states had reached with
the U.S. tobacco companies. Because of these settlements, the Company's tobacco
revenues as a percentage of consolidated net revenue have declined from 7% for
the 12 months ended December 31, 1998 to 5% for the three months ended March 31,
1999. When displays formerly occupied by tobacco advertisers have become
available in the recent past, the Company has been able to attract substitute
advertising for the unoccupied space on comparable or more favorable terms.
While both of these trends are positive, the Company cannot guarantee that it
will be able to attract substitute advertising to occupy the displays which will
become unoccupied, or that substitute advertisers will pay rates as favorable to
the Company as those paid by tobacco advertisers.
Impact of Year 2000
The year 2000 issue is the result of the development of computer programs and
systems using two digits rather than four digits to define the applicable year.
Computer programs and equipment with time-sensitive software may recognize the
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions to business operations.
The Company has conducted an assessment of its software and related systems and
believes they are year 2000 compliant. The Company's year 2000 effort also
included communication with significant third party vendors and customers to
determine the extent to which the Company's systems are vulnerable to those
parties' failure to reach year 2000 compliance. There can be no guarantee that
the Company's third party vendors or customers will be year 2000 compliant on a
timely basis and that failure to achieve compliance would not have a material
adverse impact on the Company's business operations.
The Company believes that it is difficult to fully assess the risks of the year
2000 problem due to numerous uncertainties surrounding the issue. Management
believes that primary risks are external to the Company and relate to the year
2000 readiness of its third party business partners.
Accordingly, the Company is devoting the resources it concludes are appropriate
to address all significant year 2000 issues in a timely manner.
-13-
<PAGE> 16
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company is exposed to interest rate risk in connection with variable rate
debt instruments issued by the Company. The Company does not enter into market
risk sensitive instruments for trading purposes. The information below
summarizes the Company's interest rate risk associated with its principal
variable rate debt instruments outstanding at March 31, 1999.
Loans under the Company's New Bank Credit Agreement bear interest at variable
rates equal to the Chase Prime Rate or LIBOR plus the applicable margin. Because
the Chase Prime Rate or LIBOR may increase or decrease at any time, the Company
is exposed to market risk as a result of the impact that changes in these base
rates may have on the interest rate applicable to borrowings under the New Bank
Credit Agreement. Increases in the interest rates applicable to borrowings under
the New Bank Credit Agreement would result in increased interest expense and a
reduction in the Company's net income and after tax cash flow.
At March 31, 1999, there was approximately $250 million of aggregate
indebtedness outstanding under the New Bank Credit Agreement, or approximately
30.2% of the Company's outstanding long-term debt on that date, bearing interest
at variable rates. The aggregate interest expense for the three months ended
March 31, 1999 with respect to borrowings under the Bank Credit Agreement was
$4.5 million, and the weighted average interest rate applicable to borrowings
under these credit facilities during the three months ended March 31, 1999 was
7.1%. Assuming that the weighted average interest rate was 200-basis points
higher (that is 9.1% rather than 7.1%), then the Company's 1999 interest expense
would have been approximately $1.2 million higher resulting in a $.7 million
decrease in the Company's three months ended March 31, 1999 net income and after
tax cash flow.
The Company attempts to mitigate the interest rate risk resulting from its
variable interest rate long-term debt instruments by also issuing fixed rate
long-term debt instruments and maintaining a balance over time between the
amount of the Company's variable rate and fixed rate indebtedness. In addition,
the Company has the capability under the New Bank Credit Agreement to fix the
interest rates applicable to its borrowings at an amount equal to LIBOR plus the
applicable margin for periods of up to twelve months, which would allow the
Company to mitigate the impact of short-term fluctuations in market interest
rates. In the event of an increase in interest rates, the Company may take
further actions to mitigate its exposure. The Company cannot guarantee, however,
that the actions that it may take to mitigate this risk will be feasible or
that, if these actions are taken, that they will be effective.
-14-
<PAGE> 17
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27.1 Financial Data Schedule. Filed herewith.
(b) Reports on Form 8-K
None.
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: May 11, 1999 BY: /s/Keith Istre
--------------------------------
Keith A. Istre
Chief Financial and Accounting
Officer, Treasurer and Director
-15-
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 8,171
<SECURITIES> 0
<RECEIVABLES> 43,976
<ALLOWANCES> 2,934
<INVENTORY> 0
<CURRENT-ASSETS> 66,786
<PP&E> 687,523
<DEPRECIATION> 166,028
<TOTAL-ASSETS> 1,358,537
<CURRENT-LIABILITIES> 40,569
<BONDS> 829,288
0
3,649
<COMMON> 61
<OTHER-SE> 455,195
<TOTAL-LIABILITY-AND-EQUITY> 1,358,537
<SALES> 85,624
<TOTAL-REVENUES> 85,766
<CGS> 0
<TOTAL-COSTS> 29,764
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 941
<INTEREST-EXPENSE> 18,145
<INCOME-PRETAX> (12,781)
<INCOME-TAX> (2,842)
<INCOME-CONTINUING> (9,939)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (767)
<NET-INCOME> (10,706)
<EPS-PRIMARY> (0.18)
<EPS-DILUTED> (0.18)
</TABLE>
