þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the quarterly period ended March 31, 2011 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the transition period from to |
Delaware | 72-1449411 | |
Delaware | 72-1205791 | |
(State or other jurisdiction of incorporation or | (I.R.S Employer | |
organization) | Identification No.) | |
5321 Corporate Blvd., Baton Rouge, LA | 70808 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
| Lamar Advertising Companys (the Company or Lamar) future financial performance and condition; |
| the extent of any excess cash flow payments required under our senior credit facility for the fiscal year ending December 31, 2011; |
| the Companys anticipated capital expenditures and acquisition activity; |
| the Companys business plans, objectives, prospects, growth and operating strategies; |
| market opportunities and competitive positions; |
| estimated risks; and |
| stock price. |
| current economic conditions and their affect on the markets in which the Company operates; |
| the levels of expenditures on advertising in general and outdoor advertising in particular; |
| risks and uncertainties relating to the Companys significant indebtedness; |
| the Companys need for, and ability to obtain, additional funding for acquisitions and operations; |
| increased competition within the outdoor advertising industry; |
| the regulation of the outdoor advertising industry; |
| the Companys ability to renew expiring contracts at favorable rates; |
| the Companys ability to successfully implement its digital deployment strategy; |
| the integration of any businesses that the Company may acquire and its ability to recognize cost savings and operating efficiencies as a result of any acquisitions; and |
| changes in accounting principles, policies or guidelines. |
2
3
ITEM 1. | FINANCIAL STATEMENTS |
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 32,441 | $ | 91,679 | ||||
Receivables, net of allowance for doubtful accounts of $8,400 and $8,100 in 2011 and 2010 |
144,100 | 141,166 | ||||||
Prepaid expenses |
59,094 | 40,046 | ||||||
Deferred income tax assets |
9,205 | 9,241 | ||||||
Other current assets |
29,284 | 27,277 | ||||||
Total current assets |
274,124 | 309,409 | ||||||
Property, plant and equipment |
2,809,052 | 2,796,935 | ||||||
Less accumulated depreciation and amortization |
(1,561,094 | ) | (1,539,484 | ) | ||||
Net property, plant and equipment |
1,247,958 | 1,257,451 | ||||||
Goodwill |
1,426,704 | 1,426,135 | ||||||
Intangible assets |
546,832 | 569,723 | ||||||
Deferred financing costs, net of accumulated amortization of $22,316 and $20,221 in 2011 and 2010, respectively |
41,090 | 43,170 | ||||||
Other assets |
40,755 | 43,073 | ||||||
Total assets |
$ | 3,577,463 | $ | 3,648,961 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Trade accounts payable |
$ | 13,359 | $ | 13,208 | ||||
Current maturities of long-term debt |
5,523 | 5,694 | ||||||
Accrued expenses |
88,691 | 96,542 | ||||||
Deferred income |
40,948 | 38,136 | ||||||
Total current liabilities |
148,521 | 153,580 | ||||||
Long-term debt |
2,351,057 | 2,403,446 | ||||||
Deferred income tax liabilities |
81,912 | 87,234 | ||||||
Asset retirement obligation |
175,647 | 173,673 | ||||||
Other liabilities |
14,229 | 12,505 | ||||||
Total liabilities |
2,771,366 | 2,830,438 | ||||||
Stockholders equity: |
||||||||
Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized 5,720 shares; 5,720 shares
issued and outstanding at 2011 and 2010 |
| | ||||||
Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares authorized; 0 shares
issued and outstanding at 2011 and 2010 |
| | ||||||
Class A common stock, par value $.001, 175,000,000 shares authorized, 94,790,458 and 94,483,412 shares
issued at 2011 and 2010, respectively; 77,707,806 and 77,484,562 issued and outstanding at 2011 and 2010,
respectively |
95 | 94 | ||||||
Class B common stock, par value $.001, 37,500,000 shares authorized, 15,122,865 shares issued and
outstanding at 2011 and 2010 |
15 | 15 | ||||||
Additional paid-in capital |
2,392,778 | 2,389,125 | ||||||
Accumulated comprehensive income |
6,842 | 6,110 | ||||||
Accumulated deficit |
(705,115 | ) | (691,784 | ) | ||||
Cost of shares held in treasury, 17,082,652 and 16,998,850 shares in 2011 and 2010, respectively |
(888,518 | ) | (885,037 | ) | ||||
Stockholders equity |
806,097 | 818,523 | ||||||
Total liabilities and stockholders equity |
$ | 3,577,463 | $ | 3,648,961 | ||||
4
Three months ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Net revenues |
$ | 255,202 | $ | 244,103 | ||||
Operating expenses (income) |
||||||||
Direct advertising expenses (exclusive of depreciation and amortization) |
99,551 | 98,552 | ||||||
General and administrative expenses (exclusive of depreciation and amortization) |
51,067 | 47,071 | ||||||
Corporate expenses (exclusive of depreciation and amortization) |
11,551 | 10,472 | ||||||
Depreciation and amortization |
73,873 | 78,342 | ||||||
Gain on disposition of assets |
(6,447 | ) | (1,173 | ) | ||||
229,595 | 233,264 | |||||||
Operating income |
25,607 | 10,839 | ||||||
Other expense (income) |
||||||||
Loss on extinguishment of debt |
| 261 | ||||||
Interest income |
(32 | ) | (89 | ) | ||||
Interest expense |
43,620 | 49,330 | ||||||
43,588 | 49,502 | |||||||
Loss before income tax benefit |
(17,981 | ) | (38,663 | ) | ||||
Income tax benefit |
(4,741 | ) | (13,836 | ) | ||||
Net loss |
(13,240 | ) | (24,827 | ) | ||||
Preferred stock dividends |
91 | 91 | ||||||
Net loss applicable to common stock |
$ | (13,331 | ) | $ | (24,918 | ) | ||
Loss per share: |
||||||||
Basic and diluted loss per share |
$ | (0.14 | ) | $ | (0.27 | ) | ||
Weighted average common shares used in computing earnings per share: |
||||||||
Weighted average common shares outstanding |
92,681,351 | 91,983,549 | ||||||
Incremental common shares from dilutive stock options |
| | ||||||
Incremental common shares from convertible debt |
| | ||||||
Weighted average common shares diluted |
92,681,351 | 91,983,549 | ||||||
5
Three months ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (13,240 | ) | $ | (24,827 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
73,873 | 78,342 | ||||||
Non-cash equity-based compensation |
2,132 | 2,761 | ||||||
Amortization included in interest expense |
4,534 | 3,949 | ||||||
Gain on disposition of assets and investments |
(6,447 | ) | (1,173 | ) | ||||
Loss on extinguishment of debt |
| 261 | ||||||
Deferred tax benefit |
(5,275 | ) | (14,447 | ) | ||||
Provision for doubtful accounts |
1,175 | 2,011 | ||||||
Changes in operating assets and liabilities: |
||||||||
(Increase) decrease in: |
||||||||
Receivables |
(4,281 | ) | 1,734 | |||||
Prepaid expenses |
(18,736 | ) | (17,428 | ) | ||||
Other assets |
(2,097 | ) | (1,017 | ) | ||||
Increase (decrease) in: |
||||||||
Trade accounts payable |
106 | 446 | ||||||
Accrued expenses |
(8,794 | ) | (18,781 | ) | ||||
Other liabilities |
2,876 | (4,180 | ) | |||||
Net cash provided by operating activities |
25,826 | 7,651 | ||||||
Cash flows from investing activities: |
||||||||
Acquisitions |
(6,742 | ) | (1,326 | ) | ||||
Capital expenditures |
(28,813 | ) | (8,341 | ) | ||||
Proceeds from disposition of assets and investments |
7,072 | 1,468 | ||||||
Payments received on notes receivable |
148 | 157 | ||||||
Net cash used in investing activities |
(28,335 | ) | (8,042 | ) | ||||
Cash flows from financing activities: |
||||||||
Cash used for purchase of treasury stock |
(3,481 | ) | (1,629 | ) | ||||
Net proceeds from issuance of common stock |
1,522 | 2,363 | ||||||
Principal payments on long term debt |
(54,955 | ) | (79,755 | ) | ||||
Debt issuance costs |
| (19 | ) | |||||
Dividends |
(91 | ) | (91 | ) | ||||
Net cash used in financing activities |
(57,005 | ) | (79,131 | ) | ||||
Effect of exchange rate changes in cash and cash equivalents |
276 | 233 | ||||||
Net decrease in cash and cash equivalents |
(59,238 | ) | (79,289 | ) | ||||
Cash and cash equivalents at beginning of period |
91,679 | 112,253 | ||||||
Cash and cash equivalents at end of period |
$ | 32,441 | $ | 32,964 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for interest |
$ | 37,494 | $ | 58,533 | ||||
Cash paid for foreign, state and federal income taxes |
$ | 739 | $ | 704 | ||||
6
Shares | ||||
Available for future purchases, January 1, 2011 |
331,795 | |||
Purchases |
35,302 | |||
Available for future purchases, March 31, 2011 |
296,493 | |||
7
Three months ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Direct advertising expenses |
$ | 69,571 | $ | 74,640 | ||||
General and administrative expenses |
1,011 | 1,266 | ||||||
Corporate expenses |
3,291 | 2,436 | ||||||
$ | 73,873 | $ | 78,342 | |||||
Estimated | March 31, 2011 | December 31, 2010 | ||||||||||||||||||
Life | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Amortizable Intangible Assets: |
||||||||||||||||||||
Customer lists and contracts |
7 10 | $ | 467,094 | $ | 444,431 | $ | 466,412 | $ | 441,641 | |||||||||||
Non-competition agreements |
3 15 | 63,496 | 61,194 | 63,493 | 60,955 | |||||||||||||||
Site locations |
15 | 1,377,928 | 856,588 | 1,375,298 | 833,418 | |||||||||||||||
Other |
5 15 | 13,608 | 13,081 | 13,608 | 13,074 | |||||||||||||||
$ | 1,922,126 | $ | 1,375,294 | $ | 1,918,811 | $ | 1,349,088 | |||||||||||||
Unamortizable Intangible Assets: |
||||||||||||||||||||
Goodwill |
$ | 1,680,339 | $ | 253,635 | $ | 1,679,770 | $ | 253,635 |
Balance at December 31, 2010 |
$ | 173,673 | ||
Additions to asset retirement obligations |
200 | |||
Accretion expense |
2,618 | |||
Liabilities settled |
(844 | ) | ||
Balance at March 31, 2011 |
$ | 175,647 | ||
8
2011 | 2010 | |||||||
Senior Credit Agreement |
$ | 753,941 | $ | 808,875 | ||||
7 7/8% Senior Subordinated Notes |
400,000 | 400,000 | ||||||
6 5/8% Senior Subordinated Notes |
400,000 | 400,000 | ||||||
6 5/8% Senior Subordinated Notes Series B |
207,112 | 206,689 | ||||||
6 5/8% Senior Subordinated Notes Series C |
266,094 | 265,672 | ||||||
9 3/4% Senior Notes |
326,461 | 324,866 | ||||||
Other notes with various rates and terms |
2,972 | 3,038 | ||||||
2,356,580 | 2,409,140 | |||||||
Less current maturities |
(5,523 | ) | (5,694 | ) | ||||
Long-term debt, excluding current maturities |
$ | 2,351,057 | $ | 2,403,446 | ||||
9
10
Term A-1 | Term A-2 | Term B | ||||||||||
March 31, 2012 |
$ | 3,375 | $ | 375 | $ | 1,183.7 | ||||||
June 30, 2012 March 31, 2014 |
$ | 6,750 | $ | 750 | $ | 1,183.7 | ||||||
June 30, 2014 March 31, 2015 |
$ | 13,500 | $ | 1,500 | $ | 1,183.7 | ||||||
June 30, 2015 September 30, 2015 |
$ | 37,125 | $ | 4,125 | $ | 1,183.7 | ||||||
December 31, 2015 |
$ | 74,250 | $ | 8,250 | $ | 1,183.7 | ||||||
March 31, 2016 September 30, 2016 |
$ | | $ | | $ | 1,183.7 | ||||||
December 31, 2016 |
$ | | $ | | $ | 442,701.0 |
11
| dispose of assets; |
| incur or repay debt; |
| create liens; |
| make investments; and |
| pay dividends. |
| a fixed charges ratio; |
| a senior debt ratio; and |
| a total holdings debt ratio. |
12
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 32,041 | $ | 88,565 | ||||
Receivables, net of allowance for doubtful accounts of $8,400 and $8,100 in 2011 and 2010 |
144,100 | 141,166 | ||||||
Prepaid expenses |
59,094 | 40,046 | ||||||
Deferred income tax assets |
9,205 | 9,241 | ||||||
Other current assets |
19,824 | 20,391 | ||||||
Total current assets |
264,264 | 299,409 | ||||||
Property, plant and equipment |
2,809,052 | 2,796,935 | ||||||
Less accumulated depreciation and amortization |
(1,561,094 | ) | (1,539,484 | ) | ||||
Net property, plant and equipment |
1,247,958 | 1,257,451 | ||||||
Goodwill |
1,416,552 | 1,415,983 | ||||||
Intangible assets |
546,306 | 569,189 | ||||||
Deferred financing costs net of accumulated amortization of $13,028 and $10,933 in 2011 and
2010, respectively |
39,136 | 41,218 | ||||||
Other assets |
35,472 | 37,787 | ||||||
Total assets |
$ | 3,549,688 | $ | 3,621,037 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Trade accounts payable |
$ | 13,359 | $ | 13,208 | ||||
Current maturities of long-term debt |
5,523 | 5,694 | ||||||
Accrued expenses |
77,953 | 85,803 | ||||||
Deferred income |
40,948 | 38,136 | ||||||
Total current liabilities |
137,783 | 142,841 | ||||||
Long-term debt |
2,351,057 | 2,403,446 | ||||||
Deferred income tax liabilities |
114,743 | 120,083 | ||||||
Asset retirement obligation |
175,647 | 173,673 | ||||||
Other liabilities |
14,229 | 12,505 | ||||||
Total liabilities |
2,793,459 | 2,852,548 | ||||||
Stockholders equity: |
||||||||
Common stock, par value $.01, 3,000 shares authorized, 100 shares issued and outstanding
at 2011 and 2010 |
| | ||||||
Additional paid-in-capital |
2,566,418 | 2,562,765 | ||||||
Accumulated comprehensive income |
6,842 | 6,110 | ||||||
Accumulated deficit |
(1,817,031 | ) | (1,800,386 | ) | ||||
Total stockholders equity |
756,229 | 768,489 | ||||||
Total liabilities and stockholders equity |
$ | 3,549,688 | $ | 3,621,037 | ||||
13
Three months ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Net revenues |
$ | 255,202 | $ | 244,103 | ||||
Operating expenses (income) |
||||||||
Direct advertising expenses (exclusive of depreciation and amortization) |
99,551 | 98,552 | ||||||
General and administrative expenses (exclusive of depreciation and amortization) |
51,067 | 47,071 | ||||||
Corporate expenses (exclusive of depreciation and amortization) |
11,479 | 10,472 | ||||||
Depreciation and amortization |
73,873 | 78,342 | ||||||
Gain on disposition of assets |
(6,447 | ) | (1,173 | ) | ||||
229,523 | 233,264 | |||||||
Operating income |
25,679 | 10,839 | ||||||
Other expense (income) |
||||||||
Loss on extinguishment of debt |
| 265 | ||||||
Interest income |
(32 | ) | (87 | ) | ||||
Interest expense |
43,620 | 49,294 | ||||||
43,588 | 49,472 | |||||||
Loss before income tax benefit |
(17,909 | ) | (38,633 | ) | ||||
Income tax benefit |
(4,745 | ) | (13,735 | ) | ||||
Net loss |
$ | (13,164 | ) | $ | (24,898 | ) | ||
14
Three months ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (13,164 | ) | $ | (24,898 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
73,873 | 78,342 | ||||||
Non-cash equity based compensation |
2,132 | 2,761 | ||||||
Amortization included in interest expense |
4,534 | 3,919 | ||||||
Gain on disposition of assets and investments |
(6,447 | ) | (1,173 | ) | ||||
Loss on extinguishment of debt |
| 265 | ||||||
Deferred tax benefit |
(5,293 | ) | (14,346 | ) | ||||
Provision for doubtful accounts |
1,175 | 2,011 | ||||||
Changes in operating assets and liabilities: |
||||||||
(Increase) decrease in: |
||||||||
Receivables |
(4,281 | ) | 1,734 | |||||
Prepaid expenses |
(18,736 | ) | (17,428 | ) | ||||
Other assets |
(2,083 | ) | (273 | ) | ||||
Increase (decrease) in: |
||||||||
Trade accounts payable |
106 | 446 | ||||||
Accrued expenses |
(8,794 | ) | (19,620 | ) | ||||
Other liabilities |
3,296 | (4,086 | ) | |||||
Net cash provided by operating activities |
26,318 | 7,654 | ||||||
Cash flows from investing activities: |
||||||||
Acquisitions |
(6,742 | ) | (1,326 | ) | ||||
Capital expenditures |
(28,813 | ) | (8,341 | ) | ||||
Proceeds from disposition of assets |
7,072 | 1,468 | ||||||
Payment received on notes receivable |
148 | 157 | ||||||
Net cash used in investing activities |
(28,335 | ) | (8,042 | ) | ||||
Cash flows from financing activities: |
||||||||
Principle
payments on long-term debt |
(54,955 | ) | (78,755 | ) | ||||
Debt issuance costs |
| (19 | ) | |||||
Dividend to parent |
(3,481 | ) | (1,629 | ) | ||||
Contributions from parent |
3,653 | 2,363 | ||||||
Net cash used in by financing activities |
(54,783 | ) | (78,040 | ) | ||||
Effect of exchange rate changes in cash and cash equivalents |
276 | 233 | ||||||
Net decrease in cash and cash equivalents |
(56,524 | ) | (78,195 | ) | ||||
Cash and cash equivalents at beginning of period |
88,565 | 105,306 | ||||||
Cash and cash equivalents at end of period |
$ | 32,041 | $ | 27,111 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for interest |
$ | 37,494 | $ | 58,527 | ||||
Cash paid for foreign, state and federal income taxes |
$ | 739 | $ | 704 | ||||
15
16
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Three months ended | ||||||||
March 31, | ||||||||
(in thousands) | ||||||||
2011 | 2010 | |||||||
Total capital expenditures: |
||||||||
Billboard traditional |
$ | 8,681 | $ | 1,636 | ||||
Billboard digital |
8,433 | 1,733 | ||||||
Logos |
2,158 | 2,087 | ||||||
Transit |
208 | 636 | ||||||
Land and buildings |
599 | 579 | ||||||
Operating equipment |
8,734 | 1,670 | ||||||
Total capital expenditures |
$ | 28,813 | $ | 8,341 | ||||
17
18
Three months ended | ||||
March 31, 2010 | ||||
(in thousands) | ||||
Reported net revenue |
$ | 244,103 | ||
Acquisition net revenue |
910 | |||
Acquisition-adjusted net revenue |
$ | 245,013 | ||
Three months ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
(in thousands) | ||||||||
Reported net revenue |
$ | 255,202 | $ | 244,103 | ||||
Acquisition net revenue |
| 910 | ||||||
Adjusted totals |
$ | 255,202 | $ | 245,013 | ||||
19
| up to $1.3 billion of indebtedness under its senior credit facility is allowable under the 6 5/8% Notes indenture, which limit is $1.4 billion under the 9 3/4% Notes indenture and $1.5 billion under the 7 7/8% Notes indenture; |
| currently outstanding indebtedness or debt incurred to refinance outstanding debt; |
| inter-company debt between Lamar Media and its subsidiaries or between subsidiaries; |
| certain purchase money indebtedness and capitalized lease obligations to acquire or lease property in the ordinary course of business that cannot exceed the greater of $50 million or 5% of Lamar Medias net tangible assets; and |
| additional debt not to exceed $50 million ($75 million under the 7 7/8% Notes indenture). |
| a total holdings debt ratio, defined as total consolidated debt of Lamar Advertising Company and its restricted subsidiaries as of any date to EBITDA, as defined below, for the most recent four fiscal quarters then ended as set forth below: |
Period | Ratio | |
March 31, 2011 through and including December 30, 2011 |
7.00 to 1.00 | |
December 31, 2011 through and including March 30, 2012 |
6.75 to 1.00 | |
March 31, 2012 through and including March 30, 2013 |
6.25 to 1.00 | |
From and after March 31, 2013 |
6.00 to 1.00 |
20
| a senior debt ratio, defined as total consolidated senior debt of Lamar Media and its restricted subsidiaries to EBITDA, as defined below, for the most recent four fiscal quarters then ended as set forth below: |
Period | Ratio | |
March 31, 2011 through and including September 29, 2011 |
3.50 to 1.00 | |
September 30, 2011 through and including March 30, 2012 |
3.25 to 1.00 | |
March 31, 2012 through and including March 30, 2013 |
3.00 to 1.00 | |
From and after March 31, 2013 |
2.75 to 1.00 |
| a fixed charges coverage ratio, defined as the ratio of EBITDA, (as defined below), for the most recent four fiscal quarters to the sum of (1) the total payments of principal and interest on debt for such period, plus (2) capital expenditures made during such period, plus (3) income and franchise tax payments made during such period, plus (4) dividends, of greater than 1.05 to 1. |
21
22
Three months ended | ||||
March 31, 2010 | ||||
(in thousands) | ||||
Reported net revenue |
$ | 244,103 | ||
Acquisition net revenue |
910 | |||
Acquisition-adjusted net revenue |
$ | 245,013 | ||
Three months ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
(in thousands) | ||||||||
Reported net revenue |
$ | 255,202 | $ | 244,103 | ||||
Acquisition net revenue |
| 910 | ||||||
Adjusted totals |
$ | 255,202 | $ | 245,013 | ||||
23
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
24
ITEM 6. | EXHIBITS |
LAMAR ADVERTISING COMPANY |
||||
DATED: May 4, 2011 | BY: | /s/ Keith A. Istre | ||
Chief Financial and Accounting Officer and Treasurer | ||||
LAMAR MEDIA CORP. |
||||
DATED: May 4, 2011 | BY: | /s/ Keith A. Istre | ||
Chief Financial and Accounting Officer and Treasurer | ||||
25
Exhibit Number | Description | |
3.1
|
Restated Certificate of Incorporation of the Company. Previously filed as Exhibit 3.1 to the Companys Annual Report on Form 10-K (File No. 0-30242) filed on March 15, 2006 and incorporated herein by reference. | |
3.2
|
Amended and Restated Certificate of Incorporation of Lamar Media. Previously filed as Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2007 (File No. 0-30242) filed on May 10, 2007 and incorporated herein by reference. | |
3.3
|
Amended and Restated Bylaws of the Company. Previously filed as Exhibit 3.1 to the Companys Current Report on Form 8-K (File No. 0-30242) filed on August 27, 2007 and incorporated herein by reference. | |
3.4
|
Amended and Restated Bylaws of Lamar Media. Previously filed as Exhibit 3.1 to Lamar Medias 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. | |
10.1
|
Summary of Compensatory Arrangements. Previously filed on the Companys Current Report on Form 8-K (File No. 0-30242) filed on March 17, 2011 and incorporated herein by reference. | |
31.1
|
Certification of the Chief Executive Officer of Lamar Advertising Company and Lamar Media pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. | |
31.2
|
Certification of the Chief Financial Officer of Lamar Advertising Company and Lamar Media pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. | |
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith. | |
101
|
The following materials from the combined Quarterly Report of Lamar Advertising Company and Lamar Media Corp. on Form 10-Q for the quarter ended March 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010 of Lamar Advertising and Lamar Media, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010 of Lamar Advertising and Lamar Media, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010 of Lamar Advertising and Lamar Media, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text of Lamar Advertising and Lamar Media.* |
* | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
26
1. | I have reviewed this combined quarterly report on Form 10-Q of Lamar Advertising Company and Lamar Media Corp.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants abilities to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Sean E. Reilly
|
||||
Chief Executive Officer, Lamar Advertising Company | ||||
Chief Executive Officer, Lamar Media Corp. |
1. | I have reviewed this combined quarterly report on Form 10-Q of Lamar Advertising Company and Lamar Media Corp.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants abilities to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Keith A. Istre
|
||||
Chief Financial Officer, Lamar Advertising Company | ||||
Chief Financial Officer, Lamar Media Corp. |
Dated: May 4, 2011
|
By: | /s/ Sean E. Reilly
|
||||
Chief Executive Officer, Lamar Advertising Company | ||||||
Chief Executive Officer, Lamar Media Corp. | ||||||
Dated: May 4, 2011
|
By: | /s/ Keith A. Istre
|
||||
Chief Financial Officer, Lamar Advertising Company | ||||||
Chief Financial Officer, Lamar Media Corp. |
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