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 September 30, 2001 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to _______________ Commission File Number 0-30242 Lamar Advertising Company Commission File Number 1-12407 Lamar Media Corp. (Exact name of registrants as specified in their charters) Delaware 72-1449411 Delaware 72-1205791 (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification No.) 5551 Corporate Blvd., Baton Rouge, LA 70808 (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (225) 926-1000 Indicate by check mark whether each 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 ( ) The number of shares of Lamar Advertising Company's Class A common stock outstanding as of November 5, 2001: 82,586,076 The number of shares of the Lamar Advertising Company's Class B common stock outstanding as of November 5, 2001: 16,611,835 The number of shares of Lamar Media Corp. common stock outstanding as of November 5, 2001: 100 This combined Form 10-Q is separately filed by (i) Lamar Advertising Company and (ii) Lamar Media Corp. (which is a wholly-owned subsidiary of Lamar Advertising Company). Lamar Media Corp. meets the conditions set forth in general instruction H(1) (a) and (b) of Form 10-Q and is, therefore, filing this form with the reduced disclosure format permitted by such instruction.
CONTENTS <Table> <Caption> Page ---- <S> <C> <C> PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Lamar Advertising Company Condensed Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000.................................. 1 Condensed Consolidated Statements of Operations for the three months ended September 30, 2001 and September 30, 2000 and nine months ended September 30, 2001 and September 30, 2000............... 2 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2001 and September 30, 2000........................................................ 3 Notes to Condensed Consolidated Financial Statements................................................................ 4 - 7 Lamar Media Corp. Condensed Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000.................................. 8 Condensed Consolidated Statements of Operations for the three months ended September 30, 2001 and September 30, 2000 and nine months ended September 30, 2001 and September 30, 2000............... 9 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2001 and September 30, 2000........................................................ 10 Notes to Condensed Consolidated Financial Statements................................................................ 11 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................. 12 - 16 ITEM 3. Quantitative and Qualitative Disclosures About Market Risks.............................................................. 17 PART II - OTHER INFORMATION ITEM 4. Submission of matters to a vote of security holders....................... 18 ITEM 6. Exhibits and Reports on Form 8-K.......................................... 18 - 19 Signatures................................................................ 19 </Table>
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> September 30, December 31, 2001 2000 ------------- ------------ <S> <C> <C> ASSETS Current assets: Cash and cash equivalents $ 6,015 $ 72,340 Receivables, net 109,140 91,674 Prepaid expenses 36,638 23,164 Other current assets 7,332 8,738 ----------- ----------- Total current assets 159,125 195,916 ----------- ----------- Property, plant and equipment 1,755,986 1,630,866 Less accumulated depreciation and amortization (422,819) (335,991) ----------- ----------- Net property, plant and equipment 1,333,167 1,294,875 ----------- ----------- Intangible assets 2,210,088 2,129,733 Other assets - non-current 18,537 17,249 ----------- ----------- Total assets $ 3,720,917 $ 3,637,773 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 13,127 $ 9,918 Accrued expenses 28,356 40,724 Current maturities of long-term debt 81,957 66,814 Deferred income 14,191 11,005 ----------- ----------- Total current liabilities 137,631 128,461 Long-term debt 1,751,518 1,671,466 Deferred income taxes 132,213 140,452 Other liabilities 7,836 7,939 ----------- ----------- Total liabilities 2,029,198 1,948,318 ----------- ----------- Stockholders' Equity: Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized 5,720 shares; 5,719.49 shares issued and outstanding at 2001 and 2000 -- -- Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares authorized; 0 shares issued and outstanding at 2001 and 2000 -- -- Class A common stock, $.001 par value, 175,000,000 shares authorized; 82,567,476 shares and 80,101,793 shares issued and outstanding at 2001 and 2000, respectively 83 80 Class B common stock, $.001 par value, 37,500,000 shares authorized; 16,611,835 and 17,000,000 shares issued and outstanding at 2001 and 2000, respectively 17 17 Additional paid-in capital 1,952,888 1,871,303 Accumulated deficit (261,269) (181,945) ----------- ----------- Stockholders' equity 1,691,719 1,689,455 ----------- ----------- Total liabilities and stockholders' equity $ 3,720,917 $ 3,637,773 =========== =========== </Table> See accompanying notes to condensed consolidated financial statements. -1-
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) <Table> <Caption> Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Net revenues $ 188,267 $ 184,806 $ 550,545 $ 509,026 ------------ ------------ ------------ ------------ Operating expenses (income): Direct advertising expenses 64,593 56,038 187,444 162,176 General and administrative expenses 37,552 33,748 111,789 103,213 Depreciation and amortization 89,399 82,333 263,629 231,533 (Gain) Loss on disposition of assets 311 (170) (708) (274) ------------ ------------ ------------ ------------ 191,855 171,949 562,154 496,648 ------------ ------------ ------------ ------------ Operating income (loss) (3,588) 12,857 (11,609) 12,378 ------------ ------------ ------------ ------------ Other expense (income): Interest income (100) (272) (522) (968) Interest expense 30,409 39,895 99,161 109,186 ------------ ------------ ------------ ------------ 30,309 39,623 98,639 108,218 ------------ ------------ ------------ ------------ Loss before income tax benefit (33,897) (26,766) (110,248) (95,840) Income tax benefit (9,536) (7,257) (31,197) (26,959) ------------ ------------ ------------ ------------ Net loss (24,361) (19,509) (79,051) (68,881) Preferred stock dividends 91 91 273 273 ------------ ------------ ------------ ------------ Net loss applicable to common stock $ (24,452) $ (19,600) $ (79,324) $ (69,154) ============ ============ ============ ============ Loss per common share - basic and diluted $ (.25) $ (.21) $ (.81) $ (.77) ============ ============ ============ ============ Weighted average common shares outstanding 99,163,065 91,953,435 98,328,027 89,982,439 Incremental common shares from dilutive stock options -- -- -- -- Incremental common shares from convertible debt -- -- -- -- ------------ ------------ ------------ ------------ Weighted average common shares assuming dilution 99,163,065 91,953,435 98,328,027 89,982,439 ============ ============ ============ ============ </Table> See accompanying notes to condensed consolidated financial statements. -2-
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) <Table> <Caption> Nine Months Ended September 30, 2001 2000 --------- --------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (79,051) $ (68,881) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 263,629 231,533 Gain on disposition of assets (708) (274) Deferred tax benefit (32,214) (26,757) Provision for doubtful accounts 5,495 4,686 Changes in operating assets and liabilities: (Increase) decrease in: Receivables (21,325) (20,238) Prepaid expenses (11,139) (8,987) Other assets 3,442 756 Increase (decrease) in: Trade accounts payable 3,210 (4,992) Accrued expenses (15,935) 8,266 Other liabilities 178 4 Deferred income 2,426 352 --------- --------- Net cash provided by operating activities 118,008 115,468 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Increase in notes receivable -- (3,351) Acquisition of new markets (274,560) (318,150) Capital expenditures (59,958) (58,107) Proceeds from disposition of assets 3,906 1,511 --------- --------- Net cash used in investing activities (330,612) (378,097) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Debt issuance costs -- (1,470) Net proceeds from issuance of common stock 51,711 5,404 Principal payments on long-term debt (35,159) (3,757) Net borrowings under credit agreements 130,000 261,000 Dividends (273) (273) --------- --------- Net cash provided by financing activities 146,279 260,904 --------- --------- Net decrease in cash and cash equivalents (66,325) (1,725) Cash and cash equivalents at beginning of period 72,340 8,401 --------- --------- Cash and cash equivalents at end of period $ 6,015 $ 6,676 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 104,151 $ 99,767 ========= ========= Cash paid for state and federal income taxes $ 798 $ 1,717 ========= ========= Common stock issuance related to acquisitions $ 29,000 $ 178,268 ========= ========= </Table> See accompanying notes to condensed consolidated financial statements. -3-
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (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. 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 results of operations. 2. Acquisitions On January 1, 2001, the Company purchased the assets of two outdoor advertising companies, American Outdoor Advertising, LLC and Appalachian Outdoor Advertising Co., Inc. for a total cash purchase price of approximately $31,500 and $20,000, respectively. On February 1, 2001, the Company purchased all of the outstanding common stock of Bowlin Outdoor Advertising and Travel Centers, Inc. for a total purchase price of approximately $44,400. The purchase price consisted of approximately $15,100 cash and the issuance of 725,000 shares of Lamar Advertising Company valued at $29,000. On April 1, 2001, the Company purchased all of the outstanding common stock of DeLite Outdoor Advertising, LLC and DeLite Outdoor Advertising, Inc. for a cash purchase price of approximately $43,000. On April 1, 2001, the Company purchased certain assets of PNE Media, LLC for a cash purchase price of approximately $21,000. On August 2, 2001, the Company purchased the assets of Capital Outdoor, Inc. for a cash purchase price of approximately $30,000. During the nine months ended September 30, 2001, the company completed 73 additional acquisitions of outdoor advertising and transit assets for an aggregate cash purchase price of approximately $112,000. 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. -4-
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) <Table> <Caption> Current Property Plant Other Other Current Long-term Assets & Equipment Goodwill Intangibles Assets Liabilities Liabilities ------ -------------- -------- ----------- ------ ----------- ----------- <S> <C> <C> <C> <C> <C> <C> <C> American Outdoor 557 1,185 18,682 11,112 -- -- -- Appalachian Outdoor 325 5,822 2,666 11,512 -- 325 -- Bowlin Outdoor 2,041 29,173 6,788 23,890 -- 3,307 14,178 PNE 180 4,879 4,500 11,344 -- -- -- Delite 1,159 10,864 20,033 19,435 -- 543 7,968 Capital 179 5,744 12,547 11,709 -- 87 -- Other 1,710 29,275 37,937 44,380 2,000 485 2,821 ----- ------ ------ ------ ----- ----- ----- 6,151 86,942 103,153 133,382 2,000 4,747 24,967 ===== ====== ======= ======= ===== ===== ====== </Table> Summarized below are certain unaudited pro forma statements of operations data for the three months and nine months ended September 30, 2001 and September 30, 2000 as if each of the above acquisitions and the acquisitions occurring in 2000, which were fully described in the Company's December 31, 2000 Annual Report on Form 10-K, had been consummated as of January 1, 2000. 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, 2001 2000 2001 2000 ---- ---- ---- ---- <S> <C> <C> <C> <C> Net revenues $ 188,559 $ 192,716 $ 555,613 $ 552,925 ========= ========= ========= ========= Net loss applicable to common stock $ (24,506) $ (22,021) $ (80,020) $ (84,936) ========= ========= ========= ========= Net loss per common share - basic and diluted $ (.25) $ (.24) $ (.81) $ (.92) ========= ========= ========= ========= </Table> 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 guarantees are full and unconditional and joint and several and the only subsidiary that is not a guarantor is considered minor. Lamar Media's ability to make distributions to Lamar Advertising is restricted under the terms of its bank credit facility and the indenture relating to Lamar Media's outstanding notes. -5-
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 4. Earnings Per Share Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per Share." The calculations of basic earnings per share exclude any dilutive effect of stock options and convertible debt while diluted earning per share includes the dilutive effect of stock options and convertible debt. The number of potentially dilutive shares excluded from the calculation because of their anti-dilutive effect are 418,585 and 584,801 for three months ended September 30, 2001 and 2000, and 469,059 and 628,503 for the nine months ended September 30, 2001 and 2000, respectively. 5. New Accounting Pronouncements In June 2000, the FASB issued SFAS No. 138, "Accounting for Derivative Instruments and Hedging Activities - an amendment of FASB No. 133", which established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as assets or liabilities in the statement of financial position and measure those instruments at fair value. On January 1, 2001, the Company adopted SFAS No. 133. The Company's adoption of SFAS No. 133 did not have any affect on the financial position or results of operations in 2001. In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 will also require that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". The adoption of SFAS No. 141 as of July 1, 2001 had no impact on the Company's financial statements. The Company is required to adopt the provisions of SFAS No. 142 effective January 1, 2002. Furthermore, goodwill and intangible assets determined to have an indefinite useful life acquired in a purchase business combination completed after June 30, 2001, but before SFAS No. 142 is adopted in full will not be amortized but will continue to be evaluated for impairment in accordance with the appropriate pre-Statement 142 literature. Because of the extensive effort needed to comply with adopting SFAS No. 142, the impact of adoption on the Company's financial statements has not been determined, including whether any transitional -6-
LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) impairment losses will be required to be recognized as the effect of a change in accounting principle. As of September 30, 2001, the Company had unamortized goodwill of approximately $1,164,000 which will be subject to the transition provisions of SFAS No. 142. Amortization expense related to goodwill was approximately $68,100 and $57,300 for the nine months ended September 30, 2001 and September 30, 2000, respectively, and approximately $23,300 and $20,600 for the three months ended September 30, 2001 and 2000, respectively. In accordance with the transition provisions of SFAS No. 142, effective July 1, 2001, any goodwill resulting from acquisitions closed after July 1, 2001 is currently not being amortized. -7-
LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) <Table> <Caption> September 30, December 31, Assets 2001 2000 ----------- ----------- <S> <C> <C> Current assets: Cash and cash equivalents $ 6,015 $ 72,340 Receivables, net 109,140 91,628 Prepaid expenses 36,638 23,164 Other current assets 21,824 15,966 ----------- ----------- Total current assets 173,617 203,098 ----------- ----------- Property, plant and equipment 1,755,986 1,630,866 Less accumulated depreciation and amortization (422,819) (335,991) ----------- ----------- Net property, plant and equipment 1,333,167 1,294,875 ----------- ----------- Intangible assets 2,187,434 2,106,493 Other assets - non-current 17,813 17,249 ----------- ----------- Total assets $ 3,712,031 $ 3,621,715 =========== =========== Liabilities and Stockholder's Equity Current liabilities: Trade accounts payable $ 13,127 $ 9,918 Accrued expenses 21,053 35,765 Current maturities of long-term debt 81,957 66,814 Deferred income 14,191 11,005 ----------- ----------- Total current liabilities 130,328 123,502 Long-term debt 1,464,018 1,671,466 Deferred income taxes 138,772 142,052 Other liabilities 7,836 7,939 ----------- ----------- Total liabilities 1,740,954 1,944,959 ----------- ----------- Stockholder's equity: Common stock, $.01 par value, authorized 3,000 shares; issued and outstanding 100 shares at 2001 and 2000, respectively -- -- Additional paid-in capital 2,220,798 1,855,421 Accumulated deficit (249,721) (178,665) ----------- ----------- Stockholder's equity 1,971,077 1,676,756 ----------- ----------- Total liabilities and stockholder's equity $ 3,712,031 $ 3,621,715 =========== =========== </Table> See accompanying notes to condensed consolidated financial statements. -8-
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, 2001 2000 2001 2000 --------- --------- --------- --------- <S> <C> <C> <C> <C> Net revenues $ 188,267 $ 184,806 $ 550,545 $ 509,026 --------- --------- --------- --------- Operating expenses (income): Direct advertising expenses 64,593 56,038 187,444 162,176 General and administrative expenses 37,481 33,910 111,607 102,503 Depreciation and amortization 88,501 82,367 260,920 229,863 (Gain) loss on disposition of assets 311 (170) (708) (274) --------- --------- --------- --------- 190,886 172,145 559,263 494,268 --------- --------- --------- --------- Operating income (loss) (2,619) 12,661 (8,718) 14,758 --------- --------- --------- --------- Other expense (income): Interest income (100) (272) (522) (968) Interest expense 26,635 39,895 89,098 109,186 --------- --------- --------- --------- 26,535 39,623 88,576 108,218 --------- --------- --------- --------- Loss before income tax benefit (29,154) (26,962) (97,294) (93,460) Income tax benefit (7,720) (7,354) (26,238) (26,085) --------- --------- --------- --------- Net loss $ (21,434) $ (19,608) $ (71,056) $ (67,375) ========= ========= ========= ========= </Table> See accompanying notes to condensed consolidated financial statements. -9-
LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) <Table> <Caption> Nine Months Ended September 30, 2001 2000 --------- --------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (71,056) $ (67,375) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 260,920 229,863 Gain on disposition of assets (708) (274) Deferred tax benefit (27,256) (25,882) Provision for doubtful accounts 5,495 4,686 Changes in operating assets and liabilities: (Increase) decrease in: Receivables (21,369) (20,792) Prepaid expenses (11,139) (8,987) Other assets (3,100) 7,524 Increase (decrease) in: Trade accounts payable 3,210 (4,992) Accrued expenses (18,279) 4,620 Other liabilities 178 4 Deferred income 2,426 352 --------- --------- Net cash provided by operating activities 119,322 118,747 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Increase in notes receivable -- (3,351) Acquisition of new markets (272,436) (316,298) Capital expenditures (59,958) (58,107) Proceeds from disposition of assets 3,906 1,511 --------- --------- Net cash used in investing activities (328,488) (376,245) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Debt issuance costs -- (1,470) Principal payments on long-term debt (35,159) (3,757) Contribution from parent 48,000 -- Net borrowings under credit agreements 130,000 261,000 --------- --------- Net cash provided by financing activities 142,841 255,773 --------- --------- Net decrease in cash and cash equivalents (66,325) (1,725) Cash and cash equivalents at beginning of period 72,340 8,401 --------- --------- Cash and cash equivalents at end of period $ 6,015 $ 6,676 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 94,717 $ 99,767 ========= ========= Cash paid for state and federal income taxes $ 798 $ 1,717 ========= ========= Parent company stock contributed for acquisitions $ 29,000 $ 178,268 ========= ========= Noncash Financing Activity Note payable converted to contributed capital $ 287,500 $ -- ========= ========= </Table> See accompanying notes to condensed consolidated financial statements. -10-
LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS) 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 Lamar Media'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 Lamar Media's consolidated financial statements and the notes thereto included in Lamar Media's Annual Report on Form 10-K. Certain amounts in the prior year's condensed consolidated financial statements have been reclassified to conform with the current year presentation. These reclassifications had no effect on previously reported results of operations. Certain footnotes are not provided for the accompanying financial statements as the information in notes 2, 3, and 5 to the condensed consolidated financial statements of Lamar Advertising Company included elsewhere in this report is substantially equivalent to that required for the condensed consolidated financial statements of Lamar Media Corp. Earnings per share data is not provided for the operating results of Lamar Media Corp. as it is a wholly-owned subsidiary of Lamar Advertising Company. -11-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LAMAR ADVERTISING COMPANY The following is a discussion of the consolidated financial condition and results of operations of the Company for the nine-month and three-month periods ended September 30, 2001 and 2000. 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, please refer to the "Factors Affecting Future Operating Results" included in the Company's Annual Report on Form 10K for the year ended December 31, 2000 filed with the Securities and Exchange Commission on March 23, 2001. RESULTS OF OPERATIONS Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30, 2000 Net revenues increased $41.5 million or 8.2% to $550.5 million for the nine months ended September 30, 2001 as compared to the same period in 2000. This increase was primarily attributable to the Company's acquisitions during 2001 and 2000. Operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $33.8 million or 12.7% for the nine months ended September 30, 2001 as compared to the same period in 2000. This was primarily the result of additional operating expenses related to operations of acquired outdoor advertising assets. Depreciation and amortization expense increased $32.1 million or 13.9% from $231.5 million for the nine months ended September 30, 2000 to $263.6 million for the nine months ended September 30, 2001 as a result of an increase in capitalized assets resulting from the Company's recent acquisition activity. Due to the above factors, the Company's operating loss increased $24.0 million to an operating loss of $11.6 million for the nine months ended September 30, 2001 from operating income of $12.4 million for the nine months ended September 30, 2000. Interest expense decreased $10.0 million from $109.2 million for the nine months ended September 30, 2000 to $99.2 million for the same period in 2001 as a result of declining interest rates during the nine months ended September 30, 2001 as compared to the same period in 2000. Income tax benefit increased $4.2 million creating a tax benefit of $31.2 million for the nine months ended September 30, 2001 as compared to $27.0 million for the same period in 2000. The effective tax rate for the nine months ended September 30, 2001 is 28.3% which is less than statutory rates due to permanent differences resulting from non-deductible amortization of goodwill. -12-
As a result of the above factors, the Company recognized a net loss for the nine months ended September 30, 2001 of $79.1 million, as compared to a net loss of $68.9 million for the same period in 2000. Three Months Ended September 30, 2001 Compared to Three Months Ended September 30, 2000 Revenues for the three months ended September 30, 2001 increased $3.5 million or 1.9% to $188.3 million from $184.8 million for the same period in 2000. Operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, for the three months ended September 30, 2001 increased $12.4 million or 13.8% over the same period in 2000. Depreciation and amortization expense increased $7.1 million or 8.6% from $82.3 million for three months ended September 30, 2000 to $89.4 million for the three months ended September 30, 2001. Operating income decreased $16.5 million to an operating loss of $3.6 million for the three months ended September 30, 2001 as compared to an operating income of $12.9 million for the same period in 2000. Interest expense decreased $9.5 million from $39.9 million for the three months ended September 30, 2000 to $30.4 million for the same period in 2001. The Company recognized a net loss for the three months ended September 30, 2001 of $24.4 million. The results for the three months ended September 30, 2001 were affected by the same factors as the nine months ended September 30, 2001. Reference is made to the discussion of the nine month results. 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 and the issuance of debt and equity securities. During the nine months ended September 30, 2001, the Company financed the cash portion of its acquisition activity of approximately $275 million with borrowings under the Company's bank credit facility. At September 30, 2001, following these acquisitions, the Company had $220 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 increased $2.5 million from $115.5 million for the nine months ended September 30, 2000 to $118.0 million for the nine months ended September 30, 2001 due primarily to an increase in noncash items of $27.0 million, which includes an increase in depreciation and amortization of $32.1 million offset by a increase in deferred tax benefit of $5.5 million. The increase in noncash items was offset by a decrease in net earnings of $10.2 million, a decrease in accrued expenses of $24.2 million and an increase in receivables of $1.1 million and an increase in prepaid expenses of $2.1 million offset by an increase in trade accounts payable of $8.2 million and in increase in deferred -13-
income of $2.1 million. Net cash used in investing activities decreased $47.5 million from $378.1 million for the nine months ended September 30, 2000 to $330.6 million for the same period in 2001. This decrease was due to a $43.6 million decrease in acquisition of outdoor advertising offset by a $51.9 million increase in capital expenditures, a $52.4 million increase in proceeds from disposition of assets, and a $53.4 million decrease in notes receivable. Net cash provided by financing activities for the nine months ended September 30, 2001 is $146.3 million primarily due to $130.0 million in net borrowings under credit agreements used to finance acquisition activity and working capital requirements during the period and $551.7 million net proceeds from issuance of common stock which includes $48.0 million related to the issuance of 1.2 million shares of Lamar Advertising Class A common stock in June 2001 offset by $35.2 million principal payments on long-term debt. NEW ACCOUNTING PRONOUNCEMENTS In June 2000, the FASB issued SFAS No. 138, "Accounting for Derivative Instruments and Hedging Activities - an amendment of FASB No. 133", which established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as assets or liabilities in the statement of financial position and measure those instruments at fair value. On January 1, 2001, the Company adopted SFAS No. 133. The Company's adoption of SFAS No. 133 did not have any affect on the financial position or results of operations in 2001. In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 will also require that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". The adoption of SFAS No. 141 as of July 1, 2001 had no impact on the Company's financial statements. The Company is required to adopt the provisions of SFAS No. 142 effective January 1, 2002. Furthermore, goodwill and intangible assets determined to have an indefinite useful life acquired in a purchase business combination completed after June 30, 2001, but before SFAS No. 142 is adopted in full will not be amortized but will continue to be evaluated for impairment in accordance with the appropriate pre-Statement 142 literature. Because of the extensive effort needed to comply with adopting SFAS No. 142, the impact of adoption on the Company's financial statements has not been determined, including whether any transitional impairment losses will be required to be recognized as the effect of a change in accounting principle. As of September 30, 2001, the Company had unamortized goodwill of $1.2 billion, which will be subject to the transition provisions of SFAS No. 142. Amortization expense related to goodwill was approximately $68.1 million and $57.3 million for the nine months ended September 30, 2001 and September 30, 2000, respectively, and $23.3 million and $20.6 million for the three months ended September 30, 2001 and 2000, respectively. In accordance with the transition provisions of SFAS No. 142, effective July 1, 2001, any goodwill resulting from acquisitions closed after July 1, 2001 is currently not being amortized. -14-
LAMAR MEDIA CORP. The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the nine month and three month periods ended September 30, 2001 and 2000. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes. The following discussion is a summary of the key factors management considers necessary in reviewing Lamar Media's results of operations, liquidity and capital resources. The future operating results of Lamar Media may differ materially from the results described below. For a discussion of certain factors which may affect Lamar Media's future operating performance, please refer to the "Factors Affecting Future Operating Results" included in Lamar Media's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission on March 23, 2001. RESULTS OF OPERATIONS Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30, 2000 Net revenues increased $41.5 million or 8.2% to $550.5 million for the nine months ended September 30, 2001 as compared to the same period in 2000. This increase was attributable to Lamar Media's acquisitions during 2001 and 2000 and internal growth within Lamar Media's existing markets. Operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $34.4 million or 13.0% for the nine months ended September 30, 2001 as compared to the same period in 2000. This was primarily the result of additional operating expenses related to operations of acquired outdoor advertising assets. Depreciation and amortization expense increased $31.0 million or 13.5% from $229.9 million for the nine months ended September 30, 2000 to $260.9 million for the nine months ended September 30, 2001 as a result of an increase in capitalized assets resulting from Lamar Media's recent acquisition activity. Due to the above factors, Lamar Media's operating income decreased $23.5 million to an operating loss of $8.7 million for nine months ended September 30, 2001 from operating income of $14.8 million for the same period in 2000. Interest expense decreased $20.1 million from $109.2 million for the nine months ended September 30, 2000 to $89.1 million for the same period in 2001 as a result of declining interest rates during the nine months ended September 30, 2001 and the reduction in interest expense due to the cancellation of the $287.5 million note payable to Lamar Advertising Company in January 2001. The effective tax rate for the nine months ended September 30, 2001 is 27.0% which is less than statutory rates due to permanent differences resulting from non-deductible amortization of goodwill. As a result of the above factors, Lamar Media recognized a net loss for the nine months ended September 30, 2001 of $71.1 million, as compared to a net loss of $67.4 million for the same period in 2000. -15-
Three Months Ended September 30, 2001 Compared to Three Months Ended September 30, 2000 Net revenues increased $3.5 million or 1.9% to $188.3 million for the three months ended September 30, 2001 as compared to the same period in 2000. Operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $12.1 million or 13.5% for the three months ended September 30, 2001 as compared to the same period in 2000. Depreciation and amortization expense increased $6.1 million or 7.4% from $82.4 million for the three months ended September 30, 2000 to $88.5 million for the three months ended September 30, 2001. Due to the above factors, operating income decreased $15.3 million to an operating loss of $2.6 million for three months ended September 30, 2001 from operating income of $12.7 million for the same period in 2000. Interest expense decreased $13.3 million from $39.9 million for the three months ended September 30, 2000 to $26.6 million for the same period in 2001. There was an income tax benefit of $7.7 million for the three months ended September 30, 2001 as compared to an income tax benefit of $7.4 million for the same period in 2000. As a result of the above factors, Lamar Media recognized a net loss for the three months ended September 30, 2001 of $21.4 million, as compared to a net loss of $19.6 million for the same period in 2000. The results for the three months ended September 30, 2001 were affected by the same factors as the nine months ended September 30, 2001. Reference is made to the discussion of the nine months results. -16-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS Lamar Advertising Company is exposed to interest rate risk in connection with variable rate debt instruments issued by its wholly-owned subsidiary, Lamar Media Corp. 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 September 30, 2001. Loans under Lamar Media's 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 and Lamar Media are 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 bank credit agreement. Increases in the interest rates applicable to borrowings under the bank credit agreement would result in increased interest expense and a reduction in the Company's and Lamar Media's net income and after tax cash flow. At September 30, 2001, there was approximately $999 million of aggregate indebtedness outstanding under the bank credit agreement, or approximately 54.5% of the Company's and 64.6% of Lamar Media's outstanding long-term debt on that date, bearing interest at variable rates. The aggregate interest expense for the nine months ended September 30, 2001 with respect to borrowings under the bank credit agreement was $49.2 million, and the weighted average interest rate applicable to borrowings under these credit facilities during the nine months ended September 30, 2001 was 6.5%. Assuming that the weighted average interest rate was 200-basis points higher (that is 8.5% rather than 6.5%), then the Company's and Lamar Media's September 30, 2001 interest expense would have been approximately $14.7 million higher resulting in a $9.0 million decrease in the Company's and Lamar Media's nine months ended September 30, 2001 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 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. -17-
PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 2.1 Agreement and Plan of Merger dated as of July 20, 1999 among Lamar Media Corp., Lamar New Holding Co., and Lamar Holdings Merge Co. Previously filed as exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 22, 1999 (File No. 0-30242) and incorporated herein by reference. 3.1 Certificate of Incorporation of Lamar New Holding Co. Previously filed as exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and incorporated herein by reference. 3.2 Certificate of Amendment of Certificate of Incorporation of Lamar New Holding Co. (whereby the name of Lamar New Holding Co. was changed to Lamar Advertising Company). Previously filed as exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and incorporated herein by reference. 3.3 Certificate of Amendment of Certificate of Incorporation of the Lamar Advertising Company. Previously filed as Exhibit 3.3 to the company's Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 0-30242) filed on August 11, 2000 and incorporated herein by reference. 3.4 Certificate of Correction of Certificate of Incorporation of Lamar Advertising Company. Previously filed as Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2000 (File No. 0-30242) filed on November 14, 2000 and incorporated herein by reference. 3.5 Bylaws of the Company. Previously filed as exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and incorporated herein by reference. 3.6 Amended and Restated Bylaws of Lamar Media Corp. Previously filed as exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No. 1-12407) filed on November 12, 1999 and incorporated herein by reference. 4.1 Supplemental Indenture to the Indenture dated November 15, 1996 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated August 30, 2001 delivered by Maine Logos, L.L.C. Filed herewith. 4.2 Supplemental Indenture to the Indenture dated August 15, 1997 among Outdoor Communications, Inc., certain of its subsidiaries and First Union National Bank, as Trustee, dated August 30, 2001 delivered by Maine Logos, L.L.C. Filed herewith. 4.3 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated August 30, 2001 delivered by Maine Logos, L.L.C. Filed herewith. -18-
10.1 Joinder Agreement dated August 30, 2001 to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Maine Logos, L.L.C. 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: November 9, 2001 BY: /s/ Keith A. Istre -------------------------------- Keith A. Istre Chief Financial and Accounting Officer, Treasurer and Director LAMAR MEDIA CORP. BY: /s/ Keith A. Istre -------------------------------- Keith A. Istre Chief Financial and Accounting Officer, Treasurer and Director -19-
EXHIBIT INDEX <Table> <Caption> EXHIBIT NUMBER DESCRIPTION - ------ ----------- <S> <C> 2.1 Agreement and Plan of Merger dated as of July 20, 1999 among Lamar Media Corp., Lamar New Holding Co., and Lamar Holdings Merge Co. Previously filed as exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 22, 1999 (File No. 0-30242) and incorporated herein by reference. 3.1 Certificate of Incorporation of Lamar New Holding Co. Previously filed as exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and incorporated herein by reference. 3.2 Certificate of Amendment of Certificate of Incorporation of Lamar New Holding Co. (whereby the name of Lamar New Holding Co. was changed to Lamar Advertising Company). Previously filed as exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and incorporated herein by reference. 3.3 Certificate of Amendment of Certificate of Incorporation of the Lamar Advertising Company. Previously filed as Exhibit 3.3 to the company's Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 0-30242) filed on August 11, 2000 and incorporated herein by reference. 3.4 Certificate of Correction of Certificate of Incorporation of Lamar Advertising Company. Previously filed as Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2000 (File No. 0-30242) filed on November 14, 2000 and incorporated herein by reference. 3.5 Bylaws of the Company. Previously filed as exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and incorporated herein by reference. 3.6 Amended and Restated Bylaws of Lamar Media Corp. Previously filed as exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No. 1-12407) filed on November 12, 1999 and incorporated herein by reference. 4.1 Supplemental Indenture to the Indenture dated November 15, 1996 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated August 30, 2001 delivered by Maine Logos, L.L.C. Filed herewith. 4.2 Supplemental Indenture to the Indenture dated August 15, 1997 among Outdoor Communications, Inc., certain of its subsidiaries and First Union National Bank, as Trustee, dated August 30, 2001 delivered by Maine Logos, L.L.C. Filed herewith. 4.3 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated August 30, 2001 delivered by Maine Logos, L.L.C. Filed herewith. </Table>
<Table> <S> <C> 10.1 Joinder Agreement dated August 30, 2001 to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Maine Logos, L.L.C. Filed herewith. </Table>