<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
[ X ] Amendment No. 1 to Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended September 30, 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 001-12407
LAMAR MEDIA CORP.
(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 [ ]
<TABLE>
<CAPTION>
Outstanding as of
Class November, 10, 1999
----- ------------------
<S> <C>
Common Stock, par value $ .01 per share 100
</TABLE>
LAMAR MEDIA CORP. MEETS THE CONDITIONS OF GENERAL INSTRUCTION H(1)(a) AND (b) OF
FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE FORMAT
AS PERMITTED BY SUCH INSTRUCTION.
<PAGE> 2
This Amendment No. 1 to Quarterly Report on Form 10-Q/A is being filed solely
for the purpose of amending Part I, Item 1 in the Company's Quarterly Report of
Form 10-Q for the period ended September 30, 1999, which was filed with the
Securities and Exchange Commission on November 12, 1999 (the "September 30
10-Q") to correct typographical errors in footnote 2 "Acquisitions" contained
therein. Item I "Financial statements" set forth in the September 30, 10Q is
hereby deleted in its entirety and the following is substituted therefor.
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 10,778 $ 128,597
Receivables, net 83,636 40,380
Prepaid expenses 22,235 12,346
Other current assets 18,295 1,736
----------- -----------
Total current assets 134,944 183,059
----------- -----------
Property, plant and equipment 1,410,561 661,324
Less accumulated depreciation and amortization (215,240) (153,972)
----------- -----------
Net property, plant and equipment 1,195,321 507,352
----------- -----------
Intangible assets 1,872,295 705,934
Other assets - non-current 24,634 17,032
----------- -----------
Total assets $ 3,227,194 $ 1,413,377
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 9,806 $ 4,258
Accrued expenses 67,713 25,912
Current maturities of long-term debt 4,670 49,079
Deferred income 13,178 9,589
----------- -----------
Total current liabilities 95,367 88,838
Long-term debt 1,593,690 827,453
Deferred tax liability 124,329 25,613
Deferred income 1,224 1,293
Other liabilities 4,732 3,401
----------- -----------
Total liabilities 1,819,342 946,598
----------- -----------
Common stock, $.01 par value, authorized 3,000 shares;
issued and outstanding 100 shares at September 30, 1999 -- --
Class A preferred stock, par value $638, $63.80
cumulative dividends, authorized 10,000 shares;
5,719.49 shares issued and outstanding at
December 31, 1998 -- 3,649
Class A common stock, $.001 par value, authorized
125,000,000 shares; issued and outstanding
43,392,876 shares at December 31, 1998 -- 43
Class B common stock, $.001 par value, authorized
37,500,000 shares; issued and outstanding
17,699,997 shares at December 31, 1998 -- 18
Additional paid-in capital 1,469,606 505,644
Accumulated deficit (61,754) (42,575)
----------- -----------
Stockholders' equity 1,407,852 466,779
----------- -----------
Total liabilities and stockholders' equity $ 3,227,194 $ 1,413,377
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
<PAGE> 4
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenues $ 111,039 $ 73,528 $ 294,614 $ 201,600
Operating expenses
Direct advertising expenses 33,236 22,257 93,481 64,696
Selling, general and administrative expenses 23,113 14,954 63,966 43,178
Depreciation and amortization 40,434 20,375 104,647 57,471
--------- --------- --------- ---------
96,783 57,586 262,094 165,345
--------- --------- --------- ---------
Operating income 14,256 15,942 32,520 36,255
--------- --------- --------- ---------
Other expense (income)
Interest income (112) (123) (1,067) (359)
Interest expense 21,092 12,116 57,471 39,357
(Gain) loss on disposition of assets (5,189) 81 (5,666) 473
--------- --------- --------- ---------
15,791 12,074 50,738 39,471
--------- --------- --------- ---------
Earnings (loss) before income taxes extraordinary
item and cumulative effect of a change in
accounting principle (1,535) 3,868 (18,218) (3,216)
Income tax expense 1,504 2,239 (262) 816
--------- --------- --------- ---------
Earnings (loss) before extraordinary item and
cumulative effect of a change in accounting
principle (3,039) 1,629 (17,956) (4,032)
--------- --------- --------- ---------
Extraordinary item - loss on debt extinguishment
net of tax benefit of $117 (182) -- (182) --
--------- --------- --------- ---------
Earnings (loss) before cumulative effect of a
change in accounting principle (3,221) 1,629 (18,138) (4,032)
--------- --------- --------- ---------
Cumulative effect of a change in accounting
principle -- -- (767) --
--------- --------- --------- ---------
Net earnings (loss) (3,221) 1,629 (18,905) (4,032)
Preferred stock dividends -- 91 274 365
--------- --------- --------- ---------
Net earnings (loss) applicable to common stock $ (3,221) $ 1,538 $ (19,179) $ (4,397)
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements
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<PAGE> 5
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------- -------- -------- ----------
<S> <C> <C> <C> <C>
Net earnings (loss) applicable to
common stock $ (3,221) $ 1,538 $(19,179) $ (4,397)
Other comprehensive income (loss)
unrealized loss on investment
securities (net of deferred
tax benefit of $217 for the nine
months ended September 30, 1998) -- -- -- 354
---------- -------- -------- ----------
Comprehensive income (loss) $ (3,221) $ 1,538 $(19,179) $ (4,043)
========== ======== ======== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements
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<PAGE> 6
LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (18,905) $ (4,032)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 104,647 57,471
Cumulative effect of a change in accounting
principle 767 --
(Gain) loss on disposition of assets (5,666) 473
Deferred taxes (9,800) (2,548)
Provision for doubtful accounts 2,114 1,265
Changes in operating assets and liabilities:
Decrease (Increase) in:
Receivables (8,866) (1,520)
Prepaid expenses 445 (714)
Other assets (1,303) 978
Increase (Decrease) in:
Trade accounts payable 2,022 770
Accrued expenses (2,746) 1,288
Other liabilities 18 (144)
Deferred income (5,248) 2,252
--------- ---------
Net cash provided by operating
activities 57,479 55,539
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable (1,587) (280)
Acquisition of new markets (830,428) (220,780)
Capital expenditures (53,435) (40,420)
Proceeds from disposition of assets 3,943 1,419
--------- ---------
Net cash used in investing activities (881,507) (260,061)
</TABLE>
(continued)
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LAMAR MEDIA CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issuance costs (12,207) (2,503)
Net proceeds from issuance of common stock 2,230 181,450
Principal payments on long-term debt (78,040) (4,152)
Proceeds from issuance of notes payable 287,500 70
Net borrowings under credit agreements 507,000 29,000
Dividends (274) (365)
--------- ---------
Net cash provided by financing activities 706,209 203,500
Net decrease in cash and cash equivalents (117,819) (1,022)
Cash and cash equivalents at beginning
of period 128,597 7,246
--------- ---------
Cash and cash equivalents at end of period $ 10,778 $ 6,224
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 56,183 $ 37,328
========= =========
Cash paid for state and federal income taxes $ 6,500 $ 6,129
========= =========
Non-cash contribution from parent $ 952,255 $ 2,505
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements
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<PAGE> 8
LAMAR MEDIA CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. Significant Accounting Policies
Organization
On July 20, 1999, Lamar Advertising Company reorganized into a new holding
company structure. As a result of this reorganization (1) the former Lamar
Advertising Company became a wholly owned subsidiary of a newly formed holding
company, (2) the name of the former Lamar Advertising Company was changed to
Lamar Media Corp., (3) the name of the new holding company became Lamar
Advertising Company, (4) the outstanding shares of capital stock of the former
Lamar Advertising Company, including the Class A common stock, were
automatically converted, on a share for share basis, into identical shares of
capital stock of the new holding company and (5) the Class A common stock of the
new holding company commenced trading on the Nasdaq National Market under the
symbol "LAMR" instead of the Class A common stock of the former Lamar
Advertising Company. In addition, following the holding company reorganization,
substantially all of the former Lamar Advertising Company's debt obligations,
including the bank credit facility and other long-term debt remained the
obligations of the Company. Under Delaware law, the reorganization did not
require the approval of the stockholders of the former Lamar Advertising
Company. The purpose of the reorganization was to provide Lamar Advertising
Company with a more flexible capital structure and to enhance its financing
options. The business operations of the former Lamar Advertising Company and its
subsidiaries, including the Company, will not change as a result of the
reorganization.
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
On January 5, 1999, the Company purchased all of the outdoor advertising assets
of American Displays, Inc. for a cash purchase price of approximately $14,500.
On February 1, 1999, the Company purchased all of the outdoor advertising assets
of KJS, LLC for a cash purchase price of $40,500.
On April 1, 1999, the Company purchased all of the assets of Frank Hardie, Inc.
for a cash purchase price of approximately $20,300.
On June 1, 1999, the Company purchased the assets of Vivid, Inc. for a cash
purchase price of approximately $22,100.
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<PAGE> 9
LAMAR MEDIA CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
On September 15, 1999, the Company purchased the capital stock of Chancellor
Media Outdoor Corporation and Chancellor Media Whiteco Outdoor Corporation
("Chancellor Outdoor") for a combination of approximately $700,000 in cash and
26,227,273 shares of Lamar Advertising Company Class A common stock valued at
approximately $947,000. The stock purchase agreement also contains a post
closing adjustment in the event that the net working capital of Chancellor
Outdoor as shown on the closing balance sheet is greater or less than $12,000.
As of September 30, 1999, the estimated working capital adjustment to be paid by
the Company is $33,053.
During the nine months ended September 30, 1999, the Company completed 45
additional acquisitions of outdoor advertising and transit assets for an
aggregate cash purchase price of approximately $61,000 and the issuance of
135,734 shares of Lamar Advertising Company Class A common stock valued at
approximately $5,300.
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
purchase price has 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 purchase price in the above transactions.
<TABLE>
<CAPTION>
Property
Current Plant & Other Other Current Long-term
Assets Equipment Goodwill Intangibles Assets Liabilities Liabilities
------- --------- -------- ----------- ------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
American Displays 87 899 10,532 3,277 -- (284) --
KJS, LLC 46 9,468 30,543 4,489 -- (2,079) (1,921)
Frank Hardie 187 6,595 10,451 3,630 -- (525) --
Vivid, Inc. 357 8,402 9,830 4,085 -- (593) --
Chancellor 55,997 642,210 298,486 779,775 169 (19,829) (106,102)
Other 265 16,098 48,172 6,472 -- (1,271) (3,217)
------ ------- ------- ------- --- ------- --------
56,939 683,672 408,014 801,728 169 (24,581) (111,240)
====== ======= ======= ======= === ======= ========
</TABLE>
Summarized below are certain unaudited pro forma statements of operations data
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 10-K, 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 Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues, net $ 156,025 $ 146,722 $ 452,063 $ 429,994
========= ========= ========= =========
Loss before extraordinary item $ (17,218) $ (21,683) $ (67,339) $ (70,580)
========= ========= ========= =========
Net loss applicable to common stock $( 17,400) $ (21,774) $ (68,562) $ (70,945)
========= ========= ========= =========
</TABLE>
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<PAGE> 10
LAMAR MEDIA CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
3. Long-term debt
On August 13, 1999, the Company replaced its existing bank credit facility with
a new bank credit facility under which The Chase Manhattan Bank will serve as
administrative agent. The new $1,000,000 bank credit facility consists of (1) a
$350,000 revolving bank credit facility and (2) a $650,000 term facility with
two tranches, a $450,000 Term A facility and a $200,000 Term B facility. As of
September 30, 1999, the Company had borrowings under this agreement of $757,000.
In connection with the reorganization of Lamar Advertising Company into a new
holding company structure, the Company made a change of control tender offer to
the holders of its 9 1/4% Senior Subordinated Notes due 2007 in aggregate
principal amount of approximately $103,900. Pursuant to the change of control
tender offer and in accordance with the Indenture, the Company offered to
repurchase the Notes for 101% of the principal amount plus accrued interest. A
total of $29,876 aggregate principal amount of Notes were tendered for payment
on August 19, 1999, and the related 1% prepayment penalty is reflected as an
extraordinary item in the Company's income statement, net of tax.
4. 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: September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Current assets 293 248
Total assets 340 297
Total liabilities 10 7
Venturers' equity 330 290
</TABLE>
<TABLE>
<CAPTION>
Income Statement Information: Three months ended Nine months ended
September 30 September 30
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 339 247 871 748
Net income 226 117 546 416
</TABLE>
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<PAGE> 11
5. Related Party Transactions
The Company has a related party note payable to its parent corporation, Lamar
Advertising Company, in the amount of $287,500, at 5 1/4% interest. The note
payable is due September 15, 2006, with the related interest expense due
semi-annually. At September 30, 1999, the company had accrued interest payable
of $620 reflected in accrued expenses related to this note.
The Company also has an inter-company receivable at September 30, 1999 from its
parent corporation in the amount of $6,600 as a result of normal operating
activity. This receivable is non-interest bearing with no scheduled maturity and
is reflected in other assets at September 30, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
LAMAR MEDIA CORP.
DATED: December 28, 1999 BY: /s/ Keith Istre
---------------------------------------
Keith A. Istre
Chief Financial and Accounting
Officer and Director
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