-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QbtAtxOs+8GZLTrd0WETRwrX2K5reAD7cH0sQMlb48c/ooYEBY0xq/jOBrf1xrM+ Hn8IsVdPYvalcQS7yn689Q== 0000899045-96-000006.txt : 19960619 0000899045-96-000006.hdr.sgml : 19960619 ACCESSION NUMBER: 0000899045-96-000006 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960131 FILED AS OF DATE: 19960520 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING CO CENTRAL INDEX KEY: 0000899045 STANDARD INDUSTRIAL CLASSIFICATION: 7311 IRS NUMBER: 721205791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-59624 FILM NUMBER: 96569986 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended January 31, 1996 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 33-59624 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 70806 (Address of principal (Zip Code) executive officers) Registrant's telephone number, including area code (504) 926-1000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding as of Class March 15, 1996 Voting Class A Common Stock, no par value 31,432.46 CONTENTS Page PART I - FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets January 31, 1996 (unaudited) and October 31, 1995 1 - 2 Condensed Consolidated Statements of Earnings Three Months ending January 31, 1996 and 1995 (unaudited) 3 Condensed Consolidated Statements of Cash Flows Three Months ending January 31, 1996 and 1995 (unaudited) 4 - 5 Notes to Condensed Consolidated Financial Statements 6 - 7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 9 PART II - OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 10 ITEM 6. Exhibits and Reports on Form 8-K 10 Signatures 10 PART I - FINANCIAL INFORMATION ITEM 1. - FINANCIAL STATEMENTS LAMAR ADVERTISING COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA)
January 31, October 31, 1996 1995 (Unaudited) ASSETS Cash and cash equivalents $ 1,800 5,886 Receivables Trade accounts 13,587 11,292 Affiliates, related parties and employees 666 583 Other 114 109 Less allowance for doubtful accounts ( 734) ( 551) Net receivables 13,633 11,433 Prepaid expenses 1,153 1,247 Other current assets 2,741 1,266 Total current assets 19,327 19,832 Property, plant and equipment 178,001 168,402 Less accumulated depreciation and amortization ( 79,554) ( 77,524) Net property, plant and equipment 98,447 90,878 Intangible assets 14,466 13,406 Receivables 885 918 Deferred taxes 5,365 5,951 Other assets 3,317 2,900 $141,807 133,885 ======= =======
LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Trade accounts payable $ 2,177 2,435 Accrued expenses 4,292 9,733 Current maturities of long- term debt 4,154 3,479 Deferred income 3,205 2,448 Total current liabilities 13,828 18,095 Long term debt 153,480 142,572 Deferred income 748 749 Other liabilities 1,119 623 Total liabilities 169,175 162,039 - 1 -
LAMAR ADVERTISING COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA)
January 31, October 31, 1996 1995 (unaudited) STOCKHOLDERS' DEFICIT Class A preferred stock, par value $638, $63.80 Cumulative, Authorized 10,000 shares; issued and outstanding 5,719.49 shares and 0 shares at January 31, 1996 and October 31, 1995, respectively 3,649 0 Class A common stock, no par value, $10 stated value. Authorized 100,000 shares; issued and outstanding 35,879.87 shares and 41,599.36 shares at January 31, 1996 and October 31, 1995, respectively 359 416 Class B common stock, no par value, $10 stated value. Authorized 100,000 shares; issued and outstanding 198 shares January 31, 1996 and October 31, 1995 2 2 Accumulated deficit ( 31,378) ( 28,572) Stockholders' Deficit ( 27,368) ( 28,154) Total liabilities and stockholders' deficit $141,807 133,885 ======= =======
- 2 - LAMAR ADVERTISING COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA)
Three Months Ending January 31, 1996 1995 Revenues Outdoor advertising $27,664 25,444 Logo advertising 2,426 1,460 Management fees 15 8 Rental income 174 144 Transit advertising 100 0 30,379 27,056 Operating expenses Outdoor advertising: Agency commissions 2,766 2,608 Direct advertising expenses 10,057 8,898 Logo expenses 1,400 491 Transit expenses 111 0 Selling, general and administrative expenses 6,712 6,328 Depreciation and amortization 3,387 3,159 24,433 21,484 Operating income 5,946 5,572 Non-operating income (expense): Interest income 53 41 Interest expense ( 3,827) ( 3,900) Gain (Loss) on disposition of assets 49 ( 181) Other expenses ( 545) ( 272) ( 4,270) ( 4,312) Earnings before income taxes 1,676 1,260 Income tax (expense) benefit ( 675) 1,016 Net earnings $ 1,001 2,276 ======= ======= Preferred stock dividends ( 91) 0 ======= ======= Net income applicable to common stock 910 2,276 ======= ======= Earnings per common share $ 22.86 52.48 ======= ======= Weighted average common shares outstanding 39,808 43,364 ======= ======= - 3 -
LAMAR ADVERTISING COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Three Months Ending January 31, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings: $ 1,001 2,276 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 3,387 3,159 (Gain)Loss on disposition of assets ( 49) 181 Decrease (Increase) in deferred taxes 586 ( 1,104) Provision for doubtful accounts 302 115 Increase in receivables ( 2,472) ( 1,034) (Increase) Decrease in prepaid expenses 96 ( 23) Increase in other assets ( 1,881) ( 398) Increase (decrease) in trade accounts payable ( 257) 1 Decrease in accrued expenses ( 5,020) ( 5,236) Increase in deferred income 756 676 Net cash used in operating activities ( 3,551) ( 1,387) CASH FLOWS FROM INVESTING ACTIVITIES: Increase in notes receivable 0 ( 4) Outdoor acquisitions ( 5,452) ( 1,742) Capital expenditures ( 5,029) ( 2,537) Proceeds from disposition of assets 218 200 Purchase of intangible assets ( 653) ( 120) Investments in and advances to affiliated companies 75 ( 7) Net cash used in investing activities ($10,841) ($ 4,210) - 4 -
LAMAR ADVERTISING COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Three Months Ending January 31, 1996 1995 CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt ($ 978) ( 1,796) Proceeds from issuance of notes payable to banks 12,500 1,000 Principal payments on notes payable to banks ( 1,000) 0 Dividends ( 216) ( 125) Net cash provided by (used in) financing activities 10,306 ( 921) Net decrease in cash and cash equivalents ( 4,086) ( 6,518) Cash and cash equivalents at beginning of year 5,886 8,016 Cash and cash equivalents at end of period $ 1,800 1,498 ======== ======= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 6,735 6,693 ======== ======= Cash paid for state and federal income taxes $ 305 209 ======== ======= - 5 -
LAMAR ADVERTISING COMPANY AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE DATA) 1. ACCOUNTING POLICY The information included in the foregoing interim financial statements is unaudited. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. Certain amounts in the prior years consolidated financial statements have been reclassified to conform with the current year presentation. These reclassifications had no effect on previously reported net earnings. Separate financial statements of the guarantor subsidiaries are not included because such subsidiaries are jointly and severally liable, and that the aggregate assets, liabilities, earnings and equity of the guarantor subsidiaries are substantially equivalent to the assets, liabilities, earnings and equity of the parent on a consolidated basis. 2. INCOME TAXES Lamar Advertising Comany files a consolidated Federal income tax return which includes all of its qualifying subsidiaries. Income tax expense for the period is based on estimates of the Company's annual effective tax rate. - 6 - LAMAR ADVERTISING COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) 3. STOCK CONVERSION On December 30, 1995, the Certificate of Incorporation of the Company was amended to authorize 10,000 shares of Class A preferred stock with a par value of $638 and no voting rights. The Class A preferred stock dividends are cumulative and are priority to Class A and Class B common stock dividends at the rate of $15.95 per share per quarter. As of January 31, 1996, 5,719.49 shares of Class A common stock with a $10 per share stated value were converted into 5,719.49 shares of Class A preferred stock with a $638 per share par value. This conversion resulted in a $3.6 million charge to accumulated deficit. 4. SUBSEQUENT EVENTS On March 1, 1996, the Company redeemed 4,447.41 shares of Class A common stock and 198 shares of Class B common stock at a price of $638 per share. - 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Company's working capital surplus at January 31, 1996 was $5.5 million compared to a surplus of $1.7 million at October 31,1995. Several factors combined to produce this result. There was a decrease in cash and cash equivalents of $4.1 million due to the interest payment of $5.5 million for the $100 million fixed rate Senior Secured notes which was offset by working capital line borrowing of $8.5 million used for approximately $6.6 million in acquisitions of outdoor advertising assets and other capital expenditures yielding the net decrease. The cash decrease was offset by a $2.3 million increase in trade accounts receivable due to a 12% increase in advertising revenue over the same period in 1995 and a $1.5 million increase in other current assets due to refundable deposits made to enable the Company to pursue additional acquisitions. The Company entered into a new $15 million reducing credit line with its Bank group dated December 22, 1995. This line may only be used to finance the cost of new logo franchises awarded to the Company. As of January 31, 1996 the Company had borrowed approximately $3 million to fund the development of additional logo advertising markets in Georgia, Minnesota, South Carolina and Virginia. The Company expects to have sufficient funds going forward to cover all debt service and capital expenditure requirements. There was a decrease in accrued expenses of $5.4 million consisting of a $2.9 million decrease in accrued interest due to the timing difference on the $100 million fixed rate Senior Secured notes and a $.7 million decrease due to the accrual of only one quarter of certain year end liabilities and a decrease of $1.5 million in accrued payroll due to the first quarter payment of year end bonuses. The accrued expenses decrease was offset by a $0.7 million increase in current maturities of long-term debt due primarily to the increased quarterly amortization under the term loan of the Bank Agreement and a $0.8 million increase in the current portion of deferred income due to the increase in logo sales in the first quarter. - 8 - RESULTS OF OPERATIONS Three Months Ended January 31, 1996 Compared to Three Months Ended January 31, 1995 Revenues for the three months ended January 31, 1996 increased $3.3 million or $12.3% to $30.4 million compared to $27.1 million for the same period in 1995. Outdoor advertising revenues accounted for $2.2 million of this increase. There were approximately $7 million of outdoor asset acquisitions during the three months ended January 31, 1996. These acquisitions contributed $0.4 million of the revenue increase. The remaining $1.8 million increase was realized throughout all the profit centers from a varying mix of customers. Logo advertising increased $1.0 million due to the continued development of that program. Operating expenses exclusive of deprecation and amortization for the three months ended January 31, 1996 increased $2.7 million or 14.8% over the same period in 1995. This increase is the result of an increase in agency commissions, health insurance rates, increases in personnel costs, sign site rent, graphics expense, other costs related to the increase in revenue and additional operating expenses related to outdoor asset acquisitions. Due to the above factors, operating income before deprecation and amortization, increased $0.6 million or 6.9% to $9.3 million compared to $8.7 million for the same period in 1995. Income tax expense for the period increased $1.7 million over the same period in 1995. During the fiscal year ending October 31, 1996 the net operating loss carryforwards will be exhausted; therefore, provision for income tax consists of federal and state income tax expense based on net book income and an estimated effective rate. As a result of the foregoing factors, net earnings for the three months ended January 31, 1996 decreased $1.3 million as compared to the same period in 1995. - 9 - PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Resolutions adopted by the Board of Directors of Lamar Advertising Company dated December 13, 1995 and a unanimous written consent of action in lieu of a special meeting of the shareholders of Lamar Advertising Company executed on December 30, 1995 approved an amendment to the certificate of incorporation of Lamar Advertising Company. This action created ten thousand (10,000) shares of Class A preferred stock having a par value of $638 per share with no voting rights. This action did not change the authorized number of shares or voting rights of previously authorized capital stock. The payment of Class A preferred dividends are cumulative and in priority to Class A and Class B common stock dividends. In addition, the case of voluntary dissolution or liquidation of the corporation the holders of Class A preferred stock are entitled to receive the sum of par value of their shares plus a further amount equal to any accrued and unpaid dividends to date before any payment shall be made to the holders of Class A and Class B common stock. As of the most recent information available, 5,719 shares of Class A common stock were converted to Class A preferred stock. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: None (b) Reports on 8-K: No reports on Form 8-K were filed during the period ended January 31, 1996 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 15, 1996 BY Keith A. Istre Vice President and Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial Officer) - 10 - EX-27 2
5 1000 3-MOS OCT-31-1996 JAN-31-1996 1800 0 14367 734 4053 19327 173948 79554 141807 13828 100000 0 3649 361 0 141807 30190 30379 0 14334 10099 302 3827 1676 675 1001 0 0 0 1001 22.86 0
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