UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form 10-K
(Mark One)
þ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the fiscal year ended December 31, 2004
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from
to
Lamar Advertising Company
(Exact name of registrants as specified in their charters)
Commission File Number 0-30242
Delaware
72-1449411
Delaware
72-1205791
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer 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
SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A common stock, $.001 par value
SECURITIES OF LAMAR MEDIA CORP.
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Lamar Advertising Companys knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether Lamar Advertising Company is an accelerated filer (as defined in Rule 126-2 under the Securities Exchange Act of 1934). Yes þ No o
Indicate by check mark whether Lamar Media Corp. is an accelerated filer (as defined in Rule 126-2 under the Securities Exchange Act of 1934). Yes o No þ
The aggregate market value of the voting stock held by nonaffiliates of Lamar Advertising Company as of June 30, 2004: $3,598,063,308
The number of shares of Lamar Advertising Companys Class A common stock outstanding as of February
28, 2005: 89,793,006
The number of shares of the Lamar Advertising Companys Class B common stock outstanding as of
February 28, 2005: 15,672,527
This combined Form 10-K 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 I(1) (a) and (b) of Form 10-K and is, therefore, filing this form with the reduced disclosure format permitted by such instruction.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Lamar Advertising Companys proxy statement for the Annual Meeting of Stockholders to be held on May 26, 2005 are incorporated by reference into Part III of this Form 10-K.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This combined Annual Report on Form 10-K of Lamar Advertising Company and Lamar Media Corp. contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These are statements that relate to future periods and include statements about the Companys, and Lamar Medias:
| expected operating results; | |||
| market opportunities; | |||
| acquisition opportunities; | |||
| ability to compete; and | |||
| stock price. |
Generally, the words anticipates, believes, expects, intends, estimates, projects, plans and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Companys and Lamar Medias actual results, performance or achievements or industry results, to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other important factors include, among others:
| risks and uncertainties relating to the Companys significant indebtedness; |
| the demand for outdoor advertising; |
| the performance of the U.S. economy generally and the level of expenditures on outdoor advertising particularly; |
| the Companys ability to renew expiring contracts at favorable rates; |
| the integration of companies that the Company acquires and its ability to recognize cost savings or operating efficiencies as a result of these acquisitions; |
| the Companys need for and ability to obtain additional funding for acquisitions or operations; and |
| the regulation of the outdoor advertising industry. |
The forward-looking statements contained in this combined Annual Report on Form 10-K speak only as of the date of this combined Annual Report. Lamar Advertising Company and Lamar Media Corp. expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this combined Annual Report to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.
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PART I
ITEM 1. BUSINESS
General
Lamar Advertising Company, referred to herein as the Company or Lamar Advertising, is one of the largest outdoor advertising companies in the United States based on number of displays and has operated under the Lamar name since 1902. As of December 31, 2004, the Company owned and operated over 150,000 billboard advertising displays in 43 states, operated over 95,000 logo advertising displays in 20 states and the province of Ontario, Canada, and operated approximately 9,900 transit advertising displays in 12 states.
The Company makes its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports available free of charge through its website, www.lamar.com, as soon as reasonably practicable after filing them with or furnishing them to the Securities and Exchange Commission. Information contained on the website is not part of this report.
The three principal areas that make up the Companys business are:
Billboard advertising. The Company offers its customers a fully integrated service, satisfying all aspects by their billboard display requirements from ad copy production to placement and maintenance. The Companys billboard advertising displays are comprised of bulletins and posters. As a result of their greater impact and higher cost, bulletins are usually located on major highways. Posters are usually concentrated on major traffic arteries or on city streets to target pedestrian traffic.
Logo signs. The Company is the largest provider of logo sign services in the United States, operating 20 of the 25 privatized state logo sign contracts. Logo signs are erected near highway exits to direct motor traffic to service and tourist attractions, as well as to advertise gas, food, camping and lodging.
Transit advertising. The Company provides transit advertising in 34 transit markets. Transit displays appear on the exterior or interior of public transportation vehicles or stations.
The Companys business has grown rapidly through a combination of internal growth and acquisitions. The Companys growth has been enhanced by strategic acquisitions that resulted in increased operating efficiencies, greater geographic diversification and increased market penetration. Historically, the Company has focused on small to mid-sized markets to establish a leadership position. Since January 1, 1997, the Company has successfully completed over 600 acquisitions of outdoor advertising businesses and assets. The Companys acquisitions have expanded its operations in major markets and it currently has a presence in 44 of the top 50 outdoor advertising markets in the United States. The Companys large national footprint gives it the ability to cross-market advertising products to both local and national advertising customers.
The Company has been in operation since 1902 and completed a reorganization on July 20, 1999 to create a new holding company structure. At that time, Lamar Advertising Company was renamed Lamar Media Corp. and all its stockholders became stockholders in a new holding company. The new holding company then took the Lamar Advertising Company name and Lamar Media Corp. became a wholly owned subsidiary of Lamar Advertising Company.
Strategy
The Companys objective is to be a leading provider of outdoor advertising services in the markets it serves. The Companys strategy to achieve this goal includes the following elements:
Continue to provide high quality local sales and service. The Company seeks to identify and closely monitor the needs of its customers and to provide them with a full complement of high quality advertising services. Local advertising constituted approximately 83% of its net revenues for the year ended December 31, 2004, which management believes is higher than the industry average. The Company believes that the experience of its regional and local managers has contributed greatly to its success. For example, the Companys regional managers have been with the Company for an average of 24 years. In an effort to provide high quality sales service at the local level, the Company employed approximately 800 local account executives as of December 31, 2004. Local account executives are typically supported by additional local staff and have the ability to draw upon the resources of the central office, as well as offices in its other markets, in the event business opportunities or customers needs support such an allocation of resources.
Continue a centralized control and decentralized management structure. The Companys management believes that, for its particular business, centralized control and a decentralized organization provide for greater economies of scale and are more responsive to local market demands. Therefore, the Company maintains centralized accounting and financial control over its local operations, but the local managers are responsible for the day-to-day operations in each local market and are compensated according to that markets financial performance.
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Continue to focus on internal growth. Within its existing markets, the Company seeks to increase its revenue and improve its cash flow by employing highly targeted local marketing efforts to improve its display occupancy rates and by increasing advertising rates. This strategy is facilitated through its local offices, which allows the Company to respond quickly to the demands of its local customer base. In addition, the Company routinely invests in upgrading its existing displays and constructing new displays in order to provide high quality service to its current customers and to attract new advertisers. From January 1, 1997 to December 31, 2004, the Company has invested over $570 million in improvements to its existing displays and in constructing new displays.
Continue to pursue strategic acquisitions. The Company intends to enhance its growth by pursuing strategic acquisitions, which it anticipates will result in increased operating efficiencies, greater geographic diversification and increased market penetration. In addition to acquiring outdoor advertising assets in new markets, the Company purchases complementary outdoor advertising assets within its existing markets or in contiguous markets. The Company believes that acquisitions offer opportunities for inter-market cross-selling. Although the advertising industry is becoming more consolidated, the Company believes there will be continuing opportunities for implementing its acquisition strategy given the industrys continued fragmentation among smaller advertising companies. From January 1, 2004 to December 31, 2004, the Company completed over 80 acquisitions of advertising businesses and assets for an aggregate purchase price of approximately $193.8 million.
Continue to pursue other outdoor advertising opportunities. The Company plans to pursue additional logo sign contracts. Logo sign opportunities arise periodically, both from states initiating new logo sign programs and states converting from government-owned and operated programs to privately-owned and operated programs. Furthermore, the Company plans to pursue additional tourist oriented directional sign programs in both the United States and Canada and also other motorist information signing programs as opportunities present themselves. In an effort to maintain market share, the Company has entered the transit advertising business through the operation of displays on bus shelters, benches and buses in 34 of its outdoor advertising markets.
COMPANY OPERATIONS
Billboard Advertising
Inventory:
The Company operates the following types of billboard advertising displays:
Bulletins generally are 14 feet high and 48 feet wide (672 square feet) and consist of panels on which advertising copy is displayed. The advertising copy is printed with computer-generated graphics on a single sheet of vinyl that is wrapped around the structure. On occasion, to attract more attention, some of the panels may extend beyond the linear edges of the display face and may include three-dimensional embellishments. Because of their greater impact and higher cost, bulletins are usually located on major highways.
Posters generally are 12 feet high by 25 feet wide (300 square feet) and are the most common type of billboard. Advertising copy for these posters consists of lithographed or silk-screened paper sheets supplied by the advertiser that are pasted and applied like wallpaper to the face of the display, or single sheets of vinyl with computer-generated advertising copy that are wrapped around the structure. Standardized posters are concentrated on major traffic arteries or on city streets and target pedestrian traffic.
In addition to the traditional billboards described above, the Company also has several digital displays. Digital displays are electronic Light Emitting Diodes (LED) boards that are either 14 feet by 40 feet, 10 feet 6 inches by 36 feet or 10 feet by 21 feet in size. These displays are capable of generating over one billion colors and vary in brightness based on ambient conditions. They display 100% digital copy from various advertisers in a slide show fashion. Copy can be quickly changed by sending new artwork over a secured internet connection. As of December 31, 2004, the Company had approximately 20 digital displays in selected test markets.
For the year ended December 31, 2004 approximately 73% of the Companys billboard advertising net revenues were derived from bulletin sales and 27% from poster sales.
The Company owns the physical structures on which the advertising copy is displayed. The Company builds the structures on locations the Company either owns or leases. In each local office one employee typically performs site leasing activities for the markets served by that office. See Item 2. Properties.
Bulletin space is generally sold as individually selected displays for the duration of the advertising contract. Bulletins may also be sold as part of a rotary plan where advertising copy is periodically rotated from one location to another within a particular market. Poster space is generally sold in packages called showings, which comprise a given number of displays in a market area. Posters provide advertisers with access either to a specified percentage of the general population or to a specific targeted audience. Displays making up a showing are placed in well-traveled areas and are distributed so as to reach a wide audience in a particular market. Bulletin space is generally sold for 6 to 12 month periods. Poster space is generally sold for 30 and 90 day periods.
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Production:
In the majority of the Companys markets, its local production staffs perform the full range of activities required to create and install billboard advertising displays. Production work includes creating the advertising copy design and layout, coordinating its printing and installing the designs on displays. The Company provides its production services to local advertisers and to advertisers that are not represented by advertising agencies, since national advertisers represented by advertising agencies often use preprinted designs that require only installation. The Companys creative and production personnel typically develop new designs or adopt copy from other media for use on billboards. The Companys artists also often assist in the development of marketing presentations, demonstrations and strategies to attract new customers.
Categories of Business:
The following table sets forth the top ten categories of business from which the Company derived
its billboard advertising revenues for the year ended December 31, 2004 and the respective
percentages of such revenue. These categories accounted for approximately 72% of the Companys
billboard advertising net revenues in the year ended December 31, 2004. No one advertiser accounted
for more than 1% of the Companys billboard advertising net revenues in that period.
Percentage Net Advertising
Categories
Revenues
11
%
10
%
10
%
7
%
6
%
6
%
6
%
6
%
5
%
5
%
72
%
Logo Signs
The Company entered the business of logo sign advertising in 1988. The Company is the largest provider of logo sign services in the United States, operating 20 of the 25 privatized state logo contracts. The Company operates approximately 29,600 logo sign structures containing over 95,000 logo advertising displays in the United States and Canada.
The Company has been awarded contracts to erect and operate logo signs in the province of Ontario,
Canada and the following states:
Kentucky
Missouri
(1)
Oklahoma
Maine
Nebraska
South Carolina
Michigan
Nevada
Texas
Minnesota
New Jersey
Utah
Mississippi
Ohio
Virginia
(1) | The logo sign contract in Missouri is operated by a 66 2/3% owned partnership. |
The Company also operates the tourism signing contracts for the states of Colorado, Kentucky, Michigan, Missouri, Nebraska, Nevada, New Jersey, Ohio and Virginia, as well as for the province of Ontario, Canada.
State logo sign contracts represent the contract right to erect and operate logo signs within a state. The terms of the contracts vary, but generally range from five to ten years, with additional renewal terms. The logo sign contracts generally provide for termination by the state prior to the end of the term of the contract, in most cases with compensation to be paid to the Company. At the end of the term of the contract, ownership of the structures is transferred to the state. Depending on the contract in question, the Company may or may not be entitled to compensation at the end of the contract term. Of the Companys logo sign contracts in place at December 31, 2004, two are due to terminate in 2005, one in June and one in July and two are subject to renewal, one in April and one in December . The Company also designs and produces logo sign plates for its customers throughout the country, as well as customers in states which have not yet privatized their logo sign programs.
Transit Advertising
The Company entered into the transit advertising business in 1993. The Company provides transit advertising on bus shelters, benches and buses in 34 transit markets. The Companys production staff provides a full range of creative and installation services to its transit advertising customers.
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COMPETITION
Billboard Advertising
The Company competes in each of its markets with other outdoor advertisers, as well as other media, including broadcast and cable television, radio, print media and direct mail marketers. In addition, the Company also competes with a wide variety of out-of-home media, including advertising in shopping centers, malls, airports, stadiums, movie theaters and supermarkets, as well as on taxis, trains and buses. Advertisers compare relative costs of available media and cost-per-thousand impressions, particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, outdoor advertising relies on its relative cost efficiency and its ability to reach a broad segment of the population in a specific market or to target a particular geographic area or population with a particular set of demographic characteristics within that market.
The outdoor advertising industry is fragmented, consisting of several large outdoor advertising and media companies with operations in multiple markets, as well as smaller and local companies operating a limited number of structures in single or a few local markets. Although the advertising industry is becoming more consolidated, according to the Outdoor Advertising Association of America (OAAA), there were over 565 companies in the outdoor advertising industry operating over 850,000 outdoor displays as of December 31, 2004. In a number of its markets, the Company encounters direct competition from other major outdoor media companies, including Infinity Broadcasting Corp. and Clear Channel Communications, Inc., both of which may have greater total resources than the Company. The Company believes that its strong emphasis on sales and customer service and its position as a major provider of advertising services in each of its primary markets enables it to compete effectively with the other outdoor advertising companies, as well as other media, within those markets. However, certain of the Companys large competitors with other media assets such as radio and television have the ability to cross-sell their different advertising products to their customers.
Logo Signs
The Company faces competition in obtaining new logo sign contracts and in bidding for renewals of expiring contracts. The Company faces competition from three other providers of logo signs in seeking state-awarded logo service contracts. In addition, local companies within each of the states that solicit bids will compete against the Company in the open-bid process. Competition from these sources is also encountered at the end of each contract period. In marketing logo signs to advertisers, the Company competes with other forms of out-of-home advertising described above.
Transit Advertising
The Company faces competition in obtaining transit contracts and in bidding for renewals of expiring contracts. The Company faces competition from national outdoor advertising providers of transit displays. In addition, local area on-premise sign providers and sign construction companies within each of the municipalities that solicit bids will compete against the Company in an open-bid process. Competition from these local sources is encountered during new bid processes and at the end of each contract period. In marketing transit display advertising opportunities, the Company competes with other forms of out-of-home advertising as well as other media within these markets.
REGULATION
Outdoor advertising is subject to governmental regulation at the federal, state and local levels. Federal law, principally the Highway Beautification Act of 1965 (the HBA), regulates outdoor advertising on federally aided primary and interstate highways. The HBA requires, as a condition to federal highway assistance, states to restrict billboards on such highways to commercial and industrial areas, and imposes certain additional size, spacing and other limitations. All states have passed state billboard control statutes and regulations at least as restrictive as the federal requirements, including laws requiring the removal at the owners expense and without compensation of any illegal signs on such highways. The Company believes that the number of its billboards that may be subject to removal as illegal is immaterial. No state in which the Company operates has banned billboards, but some have adopted standards more restrictive than the federal requirements. Municipal and county governments generally also have sign controls as part of their zoning laws. Some local governments prohibit construction of new billboards and some allow new construction only to replace existing structures, although most allow construction of billboards subject to restrictions on zones, size, spacing and height.
Federal law does not require removal of existing lawful billboards, but does require payment of compensation if a state or political subdivision compels the removal of a lawful billboard along a federally aided primary or interstate highway. State governments have purchased and removed legal billboards for beautification in the past, using federal funding for transportation enhancement programs, and may do so in the future. Governmental authorities from time to time use the power of eminent domain to remove billboards. Thus far, the Company has been able to obtain satisfactory compensation for any of its billboards purchased or removed as a result of governmental action, although there is no assurance that this will continue to be the case in the future. Local governments do not generally purchase billboards for beautification, but some have attempted to force removal of legal but nonconforming billboards (billboards that conformed with applicable zoning regulations when built but which do not conform to current zoning regulations) after a period of years under a concept called amortization, by which the governmental body asserts that just compensation is earned by continued operation over time. Although there is some question as to the legality of amortization under federal and many state laws, amortization has been upheld in some instances. The Company generally has been
6
successful in negotiating settlements with municipalities for billboards required to be removed. Restrictive regulations also limit the Companys ability to rebuild or replace nonconforming billboards. The outdoor advertising industry is heavily regulated and at various times and in various markets can be expected to be subject to varying degrees of regulatory pressure affecting the operation of advertising displays. Accordingly, although the Companys experience to date is that the regulatory environment can be managed, no assurance can be given that existing or future laws or regulations will not materially and adversely affect the Company.
EMPLOYEES
The Company employed over 3,000 persons at December 31, 2004. Of these, approximately 130 were engaged in overall management and general administration at the Companys management headquarters and the remainder were employed in the Companys operating offices. Of the total employees, approximately 800 were local account executives.
The Company has 13 local offices whose billposters and construction personnel are covered by collective bargaining agreements. The Company believes that its relations with its employees, including its 124 unionized employees, are good, and it has never experienced a strike or work stoppage.
INFLATION
In the last three years, inflation has not had a significant impact on the Company.
SEASONALITY
The Companys revenues and operating results have exhibited some degree of seasonality in past periods. Typically, the Company experiences its strongest financial performance in the summer and fall and its lowest in the first quarter of the calendar year. The Company expects this trend to continue in the future. Because a significant portion of the Companys expenses is fixed, a reduction in revenues in any quarter is likely to result in a period to period decline in operating performance and net earnings.
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ITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANT
NAME | AGE |
TITLE
|
||||
Kevin P. Reilly, Jr.
|
50 | Chairman, President and Chief Executive Officer | ||||
Keith A. Istre
|
52 | Chief Financial Officer and Treasurer | ||||
Sean E. Reilly
|
43 | Chief Operating Officer and President of the Outdoor Division |
Each officers term of office extends until the meeting of the Board of Directors following the next annual meeting of stockholders and until a successor is elected and qualified or until his or her earlier resignation or removal.
Kevin P. Reilly, Jr. has served as the Companys President and Chief Executive Officer since February 1989 and as a director of the Company since February 1984. Mr. Reilly served as President of the Companys Outdoor Division from 1984 to 1989. Mr. Reilly, an employee of the Company since 1978, has also served as Assistant and General Manager of the Companys Baton Rouge Region and Vice President and General Manager of the Louisiana Region. Mr. Reilly received a B.A. from Harvard University in 1977.
Keith A. Istre has been Chief Financial Officer of the Company since February 1989. Mr. Istre joined the Company as Controller in 1978 and became Treasurer in 1985. He also served as a director of the Company from February 1991 to May 2003. Prior to joining the Company, Mr. Istre was employed by a public accounting firm in Baton Rouge from 1975 to 1978. Mr. Istre graduated from the University of Southwestern Louisiana in 1974 with a B.S. in Accounting.
Sean E. Reilly has been Chief Operating Officer and President of the Companys Outdoor Division since November 2001. He began working with the Company as Vice President of Mergers and Acquisitions in 1987 and served in that capacity until 1994. He also served as a director of the Company from May 1989 to May 1996 and from May 1999 to May 2003. Mr. Reilly was the Chief Executive Officer of Wireless One, Inc., a wireless cable television company, from 1994 to 1997 after which he rejoined the Company as Vice President of Mergers and Acquisitions, a position he still holds. He also served as President of the Companys real estate division, TLC Properties, Inc. from 1997 to 2004. Mr. Reilly received a B.A. from Harvard University in 1984 and a J.D. from Harvard Law School in 1989.
ITEM 2. PROPERTIES
The Companys 53,500 square foot management headquarters is located in Baton Rouge, Louisiana. The Company occupies approximately 97% of the space in this facility and leases the remaining space. The Company owns 169 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, the Company leases an additional 108 operating facilities at an aggregate lease expense for 2004 of approximately $3.8 million.
The Company owns approximately 5,000 parcels of property beneath outdoor structures. As of December 31, 2004, the Company had approximately 77,100 active outdoor site leases accounting for a total annual lease expense of approximately $152.2 million. This amount represented 17% of total outdoor advertising net revenues for that period. The Companys leases are for varying terms ranging from month-to-month to in some cases a term of over ten years, and many provide the Company with renewal options. There is no significant concentration of displays under any one lease or subject to negotiation with any one landlord. The Company believes that an important part of its management activity is to manage its lease portfolio and negotiate suitable lease renewals and extensions.
ITEM 3. LEGAL PROCEEDINGS
The Company from time to time is involved in litigation in the ordinary course of business, including disputes involving advertising contracts, site leases, employment claims and construction matters. The Company is also involved in routine administrative and judicial proceedings regarding billboard permits, fees and compensation for condemnations. The Company is not a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
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PART II
ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since August 2, 1996, the Companys Class A common stock has traded on the over-the-counter market
and prices have been quoted on the Nasdaq National Market under the symbol LAMR. Prior to August 2,
1996, the day on which the Class A common stock was first publicly traded, there was no public
market for the Class A common stock. As of February 16, 2005, the Class A common stock was held by
218 shareholders of record. The Company believes, however, that the actual number of beneficial
holders of the Class A common stock may be substantially greater than the stated number of holders
of record because a substantial portion of the Class A common stock is held in street name.
The following table sets forth, for the periods indicated, the high and low bid prices for the
Class A common stock as reported on the Nasdaq National Market.
The Companys Class B common stock is not publicly traded and is held of record by members of the
Reilly family and the Reilly Family Limited Partnership.
The Company does not anticipate paying dividends on either class of its common stock in the
foreseeable future. The Companys Series AA preferred stock is entitled to preferential dividends,
in an annual aggregate amount of $364,903, before any dividends may be paid on the common stock. In
addition, the Companys bank credit facility and other indebtedness have terms restricting the
payment of dividends. Any future determination as to the payment of dividends will be subject to
such limitations, will be at the discretion of the Companys Board of Directors and will depend on
the Companys results of operations, financial condition, capital requirements and other factors
deemed relevant by the Board of Directors.
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ITEM 6. SELECTED FINANCIAL DATA
Lamar Advertising Company
The selected consolidated statement of operations and balance sheet data presented below are
derived from the audited consolidated financial statements of the Company. The data presented below
should be read in conjunction with the audited consolidated financial statements, related notes and
Managements Discussion and Analysis of Financial Condition and Results of Operations included
herein.
Statement of Operations Data:
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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements. These statements are subject to risks and
uncertainties including those described below under the heading Factors Affecting Future Operating
Results, and elsewhere in this report, that could cause actual results to differ materially from
those projected in these forward-looking statements. The Company cautions investors not to place
undue reliance on the forward-looking statements contained in this document. These statements speak
only as of the date of this document, and the Company undertakes no obligation to update or revise
the statements, except as may be required by law.
Lamar Advertising Company
The following is a discussion of the consolidated financial condition and results of operations of
the Company for the years ended December 31, 2004, 2003 and 2002. This discussion should be read in
conjunction with the consolidated financial statements of the Company and the related notes.
OVERVIEW
The Companys net revenues, which represent gross revenues less commissions paid to advertising
agencies that contract for the use of advertising displays on behalf of advertisers, are derived
primarily from the sale of advertising on outdoor advertising displays owned and operated by the
Company. The Company relies on sales of advertising space for its revenues, and its operating
results are therefore affected by general economic conditions, as well as trends in the advertising
industry. Advertising spending is particularly sensitive to changes in general economic conditions,
and in general advertising spending has decreased in response to the decline in economic
conditions.
Since December 31, 2001, the Company has increased the number of outdoor advertising displays it
operates by approximately 5% by completing strategic acquisitions of outdoor advertising and
transit assets for an aggregate purchase price of approximately $517 million, which included the
issuance of 3,024,545 shares of Lamar Advertising Company Class A common stock valued at the time
of issuance at approximately $109.2 million. The Company has financed its recent acquisitions and
intends to finance its future acquisition activity from available cash, borrowings under its bank
credit agreement and the issuance of Class A common stock. See Liquidity and Capital Resources
below. As a result of acquisitions, the operating performance of individual markets and of the
Company as a whole are not necessarily comparable on a year-to-year basis. The acquisitions
completed during the year ended December 31, 2004 were in existing markets and have caused no
material integration issues. The Company expects to continue to pursue acquisitions that
complement the Companys existing operations.
Growth of the Companys business requires expenditures for maintenance and capitalized costs
associated with new billboard displays, logo sign and transit contracts, and the purchase of real
estate and operating equipment. Capitalized expenditures were $82.0 million in 2004, $78.3 million
in 2003 and $78.4 million in 2002. The following table presents a breakdown of capitalized
expenditures for the past three years:
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RESULTS OF OPERATIONS
The following table presents certain items in the Consolidated Statements of Operations as a
percentage of net revenues for the years ended December 31, 2004, 2003 and 2002:
Year ended December 31, 2004 compared to year ended December 31, 2003
Net revenues increased $73.4 million or 9.1% to $883.5 million for the year ended December 31, 2004
from $810.1 million for the same period in 2003. This increase was attributable primarily to (i) an
increase in billboard net revenues of $73.3 million or 9.7%, (ii) a $0.8 million increase in logo
sign revenue, which represents an increase of 1.9% over the prior year, and (iii) a $0.8 million
decrease in transit revenue, which represents a 7.6% decrease over the prior year.
The increase in billboard net revenue of $73.3 million was due to both growth generated by
acquisition activity of approximately $18.8 million and internal growth of approximately $54.5
million as a result of increases in both pricing and occupancy. These increases were net of the
revenue lost during the year ended December 31, 2004 of approximately $1.5 million as a result of
the damage and destruction to the Companys advertising displays caused by the hurricanes that hit
the state of Florida in August and September 2004. The increase in logo sign revenue of $0.8
million was generated by internal growth across various markets within the logo sign programs of
approximately $2.1 million, offset by a decrease related to divestitures of approximately $1.3
million. There was an increase in transit revenue due to internal growth of approximately $0.8
million, but this was offset by a decrease related to divestitures of approximately $1.6 million.
Net revenues for the year ended December 31, 2004 as compared to acquisition-adjusted net revenue
for the year ended December 31, 2003, increased $57.4 million or 6.9% as a result of net revenue
internal growth. See Reconciliation of 2003 Acquisition-Adjusted Net Revenue in Comparison to 2004
Reported Net Revenue.
Operating expenses, exclusive of depreciation and amortization and gain (loss) on disposition of
assets, increased $27.0 million or 5.8% to $490.5 million for the year ended December 31, 2004 from
$463.5 million for the same period in 2003. There was a $22.4 million increase as a result of
additional operating expenses related to the operations of acquired outdoor advertising assets and
increases in costs in operating the Companys core assets and a $4.6 million increase in corporate
expenses. The increase in corporate expenses is primarily related to the new national sales
department established in 2004 at the corporate headquarters, increased legal fees, additional
accounting and professional fees related to Sarbanes-Oxley compliance and additional expenses
related to expanded efforts in the Companys business development.
Depreciation and amortization expense increased $9.2 million or 3.2% from $284.9 million for the
year ended December 31, 2003 to $294.1 million for the year ended December 31, 2004, due to
continued acquisition activity, capital expenditures and the additional charges related to the
remaining net book value of structures destroyed by the storms in the third quarter.
Due to the above factors, operating income increased $36.4 million to $100.0 million for year ended
December 31, 2004 compared to $63.6 million for the same period in 2003.
In the first quarter of 2003, the Company recorded approximately $11.2 million as a loss on
extinguishment of debt related to the prepayment of Lamar Medias 9 5/8% Senior Subordinated Notes
due 2006 and the write-off of related debt issuance costs. In the second quarter of 2003, the
Company recorded a loss on extinguishment of debt of $5.8 million, related to the prepayment of
$100 million in principal amount of Lamar Medias 8 5/8% Senior Subordinated Notes due 2007. In the
third quarter of 2003, the Company redeemed all of its outstanding 5
1/4% Convertible Notes due 2006
in aggregate principal amount of approximately $287.5 million for a redemption price equal to
103.0% of the principal amount of the notes which resulted in a loss on extinguishment of debt of
$12.6 million. In the fourth quarter of 2003, Lamar Media redeemed the remaining $100.0 million of
its 8 5/8% Senior Subordinated Notes due 2007 for a redemption price equal to 102.875% of the
principal amount of the notes, which resulted in a loss extinguishment of debt of $4.2 million.
During the year ended December 31, 2004, there were no refinancing activities resulting in a loss
on extinguishment of debt.
Interest expense decreased $17.7 million from $93.8 million for the year ended December 31, 2003 to
$76.1 million for the year ended December 31, 2004 as a result of lower interest rates both on
existing and refinanced debt.
12
The increase in operating income, the absence of a loss on extinguishment of debt, and the decrease
in interest expense described above resulted in a $87.8 million increase in income before income
taxes and cumulative effect of a change in accounting principle. This increase in income resulted
in an increase in income tax expense of $34.9 million for the year ended December 31, 2004 over the
same period in 2003. The effective tax rate for the year ended December 31, 2004 is 46.2% which is
greater than the statutory rates due to permanent differences resulting from non-deductible
expenses.
As a result of the above factors and the absence of a cumulative effect of a change in accounting
principle, the Company recognized net income for the year ended December 31, 2004 of $13.2 million,
as compared to a net loss of $80.0 million for the same period in 2003.
Reconciliation of 2003 Acquisition-Adjusted Net Revenue in Comparison to 2004 Reported Net Revenue:
Because acquisitions occurring after December 31, 2002 (the Acquired Assets) have contributed to
our net revenue results for the periods presented, we provide 2003 acquisition-adjusted net
revenue, which adjusts our 2003 net revenue by adding to it the net revenue generated by the
Acquired Assets in 2003 prior to our acquisition of them for the same time frame that those assets
were owned in 2004. We provide this information as a supplement to net revenues to enable investors
to compare periods in 2004 and 2003 on a more consistent basis without the effects of acquisitions.
Management uses this comparison to assess how well we are performing with our existing assets.
Acquisition-adjusted net revenue is not determined in accordance with generally accepted accounting
principles (GAAP). For this adjustment, we measure the amount of pre-acquisition revenue generated
by the assets during the period in 2003 that corresponds with the actual period we have owned the
assets in 2004 (to the extent within the period to which this report relates). We refer to this
adjustment as acquisition net revenue. A reconciliation of reported net revenue to
acquisition-adjusted net revenue is provided below:
Reconciliation of 2003 Reported Net Revenue to 2003 Acquisition-Adjusted Net Revenue as compared to
2004 Reported Net Revenue:
Year ended December 31, 2003 compared to year ended December 31, 2002
Net revenues increased $34.4 million or 4.4% to $810.1 million for the year ended December 31, 2003
from $775.7 million for the same period in 2002. This increase was attributable primarily to (i) an
increase in billboard net revenues of $29.8 million or 4.1%, (ii) a $3.2 million increase in logo
sign revenue, which represents an increase of 8.4% over the prior year, and (iii) a $1.5 million
increase in transit revenue, which represents a 17.0% increase over the prior year.
The increase in billboard net revenue of $29.8 million was due to both growth generated by
acquisition activity of approximately $20.0 million and internal growth of approximately $9.8
million generated by increases in both pricing and occupancy, while the increase in logo sign
revenue of $3.2 million was generated by internal growth across various markets within the logo
sign programs. In addition, the increase in transit revenue of $1.5 million is due to internal
growth. Net revenues for the year ended December 31, 2003 as compared to acquisition-adjusted net
revenue for the year ended December 31, 2002, increased $14.4 million or 1.8% as a result of net
revenue internal growth. See Reconciliation of 2002 Acquisition-Adjusted Net Revenue in Comparison
to 2003 Reported Net Revenue.
Operating expenses, exclusive of depreciation and amortization and gain on disposition of assets,
increased $21.5 million or 4.9% to $463.5 million for the year ended December 31, 2003 from $442.0
million for the same period in 2002. There was a $23.6 million increase as a result of additional
operating expenses related to the operations of acquired outdoor advertising assets and increases
in costs in operating the Companys core assets. This increase was offset by a $2.0 million
decrease in corporate expenses due to the partial reversal in the second quarter of 2003 of a
charge related to a jury verdict rendered against the Company in the third quarter of 2002, which
is discussed below.
In the third quarter of 2002, the Company recorded a charge of $2.3 million related to a jury
verdict rendered in August 2002 against the Company for compensatory and punitive damages. In May
2003, the Court ordered a reduction to the punitive damage award, which was subject to the
plaintiffs consent. The plaintiff rejected the reduced award and the Court ordered a new trial.
Based on legal analysis, management believed the best estimate of the Companys potential liability
related to this claim was $1.3 million as of December 31, 2003. The $1.0 million reduction in the
reserve for this liability was recorded as a reduction of corporate expenses in the second quarter
of 2003.
Depreciation and amortization expense increased $13.1 million or 4.8% from $271.8 million for the
year ended December 31, 2002 to $284.9 million for the year ended December 31, 2003, due to
continued acquisition activity and capital expenditures and
13
additional depreciation and accretion of $12.6 million related to the Companys adoption of
Financial Accounting Standard 143, Accounting for Asset Retirement Obligations which was
effective January 1, 2003.
Due to the above factors, operating income increased $1.4 million to $63.6 million for year ended
December 31, 2003 compared to $62.2 million for the same period in 2002.
In January 2003, the Companys wholly owned subsidiary, Lamar Media Corp., redeemed all of its
outstanding 9 5/8% Senior Subordinated Notes due 2006 in aggregate principal amount of
approximately $255.0 million for a redemption price equal to 103.208% of the principal amount of
the notes. In the first quarter of 2003, the Company recorded approximately $11.2 million as a loss
on extinguishment of debt related to the prepayment of the 9 5/8% Senior Subordinated Notes due
2006 and the write-off of related debt issuance costs.
In June 2003, Lamar Media, redeemed $100.0 million in principal amount of its 8 5/8% Senior
Subordinated Notes due 2007, for a redemption price equal to 104.313% of the principal amount of
the notes. In the second quarter of 2003, the Company recorded a loss on extinguishment of debt of
$5.8 million, related to this prepayment.
In July 2003, the Company redeemed all of its outstanding 5 1/4% Convertible Notes due 2006 in
aggregate principal amount of approximately $287.5 million for a redemption price equal to 103.0%
of the principal amount of the notes. As a result of this redemption, the Company recorded a loss
on extinguishment of debt of $12.6 million.
In December 2003, Lamar Media redeemed the remaining $100.0 million of its 8 5/8% Senior
Subordinated Notes due 2007 for a redemption price equal to 102.875% of the principal amount of the
notes. As a result of this redemption, the Company recorded a loss on extinguishment of debt of
$4.2 million in the fourth quarter of 2003 related to the prepayment of the notes and associated
debt issuance costs.
Interest expense decreased $19.5 million from $113.3 million for the year ended December 31, 2002
to $93.8 million for the year ended December 31, 2003 as a result of lower interest rates both on
existing and recently refinanced debt.
The increase in operating income and the decrease in interest expense described above offset by the
loss on extinguishment of debt resulted in a $7.3 million increase in loss before income taxes and
cumulative effect of a change in accounting principle. There was an increase in the income tax
benefit of $3.9 million for the year ended December 31, 2003 over the same period in 2002 due
primarily to an increase in total tax benefit resulting from changes to the expected utilization of
the Companys net operating loss carryforward. The effective tax rate for the year ended December
31, 2003 is 37.2%.
Due to the adoption of SFAS No. 143, the Company recorded a cumulative effect of a change in
accounting principle in the amount of $40.2 million net of an income tax benefit of $25.7 million.
As a result of the above factors, the Company recognized a net loss for the year ended December 31,
2003 of $80.0 million, as compared to a net loss of $36.3 million for the same period in 2002.
Reconciliation of 2002 Acquisition-Adjusted Net Revenue in Comparison to 2003 Reported Net Revenue:
Because acquisitions occurring after December 31, 2001 (the Acquired Assets) have contributed to
our net revenue results for the periods presented, we provide 2002 acquisition-adjusted net
revenue, which adjusts our 2002 net revenue by adding to it the net revenue generated by the
Acquired Assets in 2002 prior to our acquisition of them for the same time frame that those assets
were owned in 2003. We provide this information as a supplement to net revenues to enable investors
to compare periods in 2003 and 2002 on a more consistent basis without the effects of acquisitions.
Management uses this comparison to assess how well we are performing with our existing assets.
Acquisition-adjusted net revenue is not determined in accordance with generally accepted accounting
principles (GAAP). For this adjustment, we measure the amount of pre-acquisition revenue generated
by the assets during the period in 2002 that corresponds with the actual period we have owned the
assets in 2003 (to the extent within the period to which this report relates). We refer to this
adjustment as acquisition net revenue. A reconciliation of reported net revenue to
acquisition-adjusted net revenue is provided below:
Reconciliation of 2002 Reported Net Revenue to 2002 Acquisition-Adjusted Net Revenue as compared to
2003 Reported Net Revenue:
14
LIQUIDITY AND CAPITAL RESOURCES
Overview
The Company has historically satisfied its working capital requirements with cash from operations
and borrowings under its bank credit facility. The Companys wholly owned subsidiary, Lamar Media
Corp., is the borrower under the bank credit facility and maintains all corporate cash balances.
Any cash requirements of Lamar Advertising, therefore, must be funded by distributions from Lamar
Media. The Companys acquisitions have been financed primarily with funds borrowed under the bank
credit facility and issuance of its Class A common stock and debt securities. If an acquisition is
made by one of the Companys subsidiaries using the Companys Class A common stock, a permanent
contribution of additional paid-in-capital of Class A common stock is distributed to that
subsidiary.
Sources of Cash
Total Liquidity at December 31, 2004
. As of December 31, 2004 we had approximately $260.3 million
of total liquidity, which is comprised of approximately $44.2 million in cash and cash equivalents
and the ability to draw approximately $216.1 million under our revolving bank credit facility.
Cash Generated by Operations
. For the years ended December 31, 2004, 2003 and 2002 our cash
provided by operating activities was $323.2 million, $260.1 million and $240.4 million,
respectively. While our net income was approximately $13.2 million for the year ended December 31,
2004, the Company generated cash from operating activities during 2004 primarily due to adjustments
needed to reconcile net income (loss) to cash provided by operating activities, which primarily
includes depreciation and amortization of $294.1 million. In addition, there was a decrease in
working capital of $3.8 million. We expect to generate cash flows from operations during 2005 in
excess of our cash needs for operations and capital expenditures as described herein. We expect to
use the excess cash generated principally for acquisitions and to reduce debt. See Cash Flows
for more information.
Credit Facilities
. As of December 31, 2004 we had approximately $216.1 million of unused capacity
under our revolving credit facility. On March 7, 2003, the Companys wholly owned subsidiary, Lamar
Media Corp., replaced its bank credit facility and subsequently amended it in February and August
of 2004. The bank credit facility is comprised of a $225.0 million revolving bank credit facility
and a $975.0 million term facility. The bank credit facility also includes a $500.0 million
incremental facility, which permits Lamar Media to request that its lenders enter into commitments
to make additional term loans to it, up to a maximum aggregate amount of $500.0 million. The
lenders have no obligation to make additional term loans to Lamar Media under the incremental
facility, but may enter into such commitments in their sole discretion.
Proceeds from the Sale of Debt and Equity Securities
. In January 2003, Lamar Media redeemed all of
its outstanding 9 5/8% Senior Subordinated Notes due 2006 in aggregate principal amount of
approximately $255.0 million for a redemption price equal to 103.208% of the principal amount of
the notes. As a result of this redemption, the Company recorded a loss on extinguishment of debt of
$11.2 million, which consisted of a prepayment penalty of $8.2 million and associated debt issuance
costs of approximately $3.0 million.
In June 2003, Lamar Media Corp. called for the redemption of $100.0 million of its $200.0 million 8
5/8% Senior Subordinated Notes due 2007. The redemption was funded by the issuance on June 12,
2003 of a $125.0 million add-on to its $260.0 million 7 1/4% Notes due 2013 issued in December
2002. The issue price of the $125.0 million 7 1/4% Notes was 103.661% of the principal amount of
the notes, which yields an effective rate of 6 5/8%. The redemption price of the $100.0 million 8
5/8% senior subordinated notes was equal to 104.313% of the principal amount of the notes. As a
result of this redemption, the Company recorded a loss on extinguishment of debt of $5.8 million,
which consisted of a prepayment penalty of $4.3 million and associated debt issuance costs of
approximately $1.5 million.
In July 2003, the Company redeemed all of its $287.5 million 5 1/4% Convertible Notes due 2006. The
redemption was funded by the issuance on June 16, 2003 of $287.5 million 2 7/8% Convertible Notes
due 2010. The redemption price of the notes was equal to 103.0% of the principal amount of the
notes. As a result of this redemption, the Company recorded a loss on extinguishment of debt of
$12.6 million, which consisted of a prepayment penalty of $8.6 million and associated debt issuance
costs of approximately $4.0 million.
In December 2003, Lamar Media redeemed the remaining $100.0 million of its 8 5/8% Senior
Subordinated Notes due 2007 for a redemption price equal to 102.875% of the principal amount of the
notes. The redemption was funded by cash from operations and borrowings under the Companys bank
credit facility. As a result of this redemption, the Company recorded a loss on extinguishment of
debt of $4.2 million, which consisted of a prepayment penalty of $2.9 million and associated debt
issuance costs of approximately $1.3 million.
As a result of the refinancing of indebtedness described above, we estimate an annualized savings
in interest expense of approximately $20.7 million.
15
In September 2003, we filed with the SEC a universal shelf registration statement for possible
offerings having an aggregate value of up to $500 million of debt and/or equity securities.
Factors Affecting Sources of Liquidity
Internally Generated Funds.
The key factors affecting internally generated cash flow are general
economic conditions, specific economic conditions in the markets where the Company conducts its
business and overall spending on advertising by advertisers.
Restrictions Under Credit Facilities and Other Debt Securities.
Currently Lamar Media has
outstanding $385.0 million 7 1/4% Senior Subordinated Notes due 2013 issued in December 2002 and
June 2003. The indenture relating to Lamar Medias outstanding notes restricts its ability to incur
indebtedness other than:
Lamar Media is required to comply with certain covenants and restrictions under its bank credit
agreement. If the Company fails to comply with these tests, the long term debt payments set forth
below in the contractual obligation table may be accelerated. At December 31, 2004 and currently
Lamar Media is in compliance with all such tests.
Lamar Media cannot exceed the following financial ratios under its bank credit facility:
In addition, the bank credit facility requires that Lamar Media must maintain the following
financial ratios:
As defined under Lamar Medias bank credit facility, EBITDA is, for any period, operating income
for Lamar Media and its restricted subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) for such period (calculated before taxes, interest expense,
depreciation, amortization and any other non-cash income or charges accrued for such period and
(except to the extent received or paid in cash by Lamar Media or any of its restricted
subsidiaries) income or loss attributable to equity in affiliates for such period) excluding any
extraordinary and unusual gains or losses during such period and excluding the proceeds of any
casualty events whereby insurance or other proceeds are received and certain dispositions not in
the ordinary course. Any dividend payment made by Lamar Media or any of its restricted subsidiaries
to Lamar Advertising Company during any period to enable Lamar Advertising Company to pay certain
qualified expenses on behalf of Lamar Media and its subsidiaries shall be treated as operating
expenses of Lamar Media for the purposes of calculating EBITDA for such period. EBITDA under the
bank credit agreement is also adjusted to reflect certain acquisitions or dispositions as if such
acquisitions or dispositions were made on the first day of such period.
The Company believes that its current level of cash on hand, availability under its bank credit
facility and future cash flows from operations are sufficient to meet its operating needs through
the year 2005. All debt obligations are on the Companys balance sheet.
Uses of Cash
Capital Expenditures.
Capital expenditures excluding acquisitions were approximately $82.0 million
for the year ended December 31, 2004. We anticipate our 2005 total capital expenditures for
construction and improvements to be between $80 million and $90 million.
16
Acquisitions.
During the year ended December 31, 2004, the Company financed its acquisition
activity of approximately $193.8 million with borrowings under Lamar Medias revolving credit
facility and cash on hand totaling $189.5 million as well as the issuance of the Companys Class A
common stock valued at the time of issuance at approximately $4.3 million. In 2005, we expect to
spend between $125 and $175 million on acquisitions, which we may finance through borrowings, cash
on hand, the issuance of Class A common stock or some combination of the foregoing, depending on
market conditions. In September 2003, we filed with the SEC a shelf registration statement for the
possible issuance of shares of Class A common stock having an aggregate value of up to $200.0
million dollars in connection with acquisitions.
We plan on continuing to invest in both capital expenditures and acquisitions that can provide high
returns in light of existing market conditions.
Debt Service and Contractual Obligations.
As of December 31, 2004, we had outstanding debt of
approximately $1.7 billion. In the future, Lamar Media has principal reduction obligations and
revolver commitment reductions under its bank credit agreement. In addition it has fixed commercial
commitments. These commitments are detailed as follows:
Cash Flows
The Companys cash flows provided by operating activities increased by $63.0 million for the year
ended December 31, 2004 due primarily to an increase in net income of $93.2 million as described in
Results of Operations offset by a decrease in adjustments to reconcile net income (loss) to cash
provided by operating activities of $34.2 million, which primarily is an increase in depreciation
and amortization of $9.1 million resulting from the acquisitions described under - Uses of Cash
-Acquisitions and an increase in deferred income tax expense of $31.2 million offset by the
absence of the cumulative effect of a change in accounting principle of $40.2 million and loss on
debt extinguishment of $33.6 million. In addition, as compared to the same period in 2003, there
were increases in the change in receivables of $2.6 million, in other assets of $2.1 million, in
trade accounts payable of $2.8 million and decreases in the change in accrued expenses of $3.5
million.
Cash flows used in investing activities increased $53.7 million from $210.0 million in 2003 to
$263.7 million in 2004 primarily due to the increase in cash used in acquisition activity by the
Company in 2004 of $51.9 million and an increase in capital expenditures of $3.8 million and,
offset by proceeds from disposition of assets of $2.0 million related to the proceeds received from
the transit markets sale. See -Uses of Cash-Acquisitions.
Cash flows used in financing activities decreased by $34.9 million for the year ended December 31,
2004 primarily due to a $11.5 million decrease in payments of long term debt and a $15.0 million
increase in proceeds from issuance of the Companys Class A common stock.
CRITICAL ACCOUNTING ESTIMATES
Our discussion and analysis of our results of operations and liquidity and capital resources are
based on our consolidated financial statements, which have been prepared in accordance with GAAP.
The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we
evaluate our estimates and judgments, including those related to long-lived asset recovery,
intangible assets, goodwill impairment, deferred taxes, asset retirement obligations and allowance
for doubtful accounts. We base our estimates on historical and anticipated results and trends and
on various other assumptions that we believe are reasonable under the circumstances, including
assumptions as to future events and, where applicable, established valuation techniques. These
estimates form the basis for making judgments about carrying values of assets and liabilities that
are not readily apparent from other sources. By their nature, estimates are subject
17
to an inherent degree of uncertainty. Actual results may differ from our estimates. We believe that
the following significant accounting policies and assumptions may involve a higher degree of
judgment and complexity than others.
Long-Lived Asset Recovery.
Long-lived assets, consisting primarily of property, plant and
equipment and intangibles comprise a significant portion of the Companys total assets. Property,
plant and equipment of $1,270 million and intangible assets of $920 million are reviewed for
impairment whenever events or changes in circumstances have indicated that their carrying amounts
may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount
of an asset to future undiscounted net cash flows expected to be generated by that asset before
interest expense. These undiscounted cash flow projections are based on management assumptions
surrounding future operating results and the anticipated future economic environment. If actual
results differ from managements assumptions, an impairment of these intangible assets may exist
and a charge to income would be made in the period such impairment is determined. No such
impairment charge has been recorded by the Company, which management believes is due to the
Companys disciplined approach in determining the purchase price of acquisitions that drives the
growth of the Companys long-lived assets.
Intangible Assets.
The Company has significant intangible assets recorded on its balance sheet.
Intangible assets primarily represent goodwill of $1,265 million, site locations of $795 million
and customer relationships of $112 million associated with the Companys acquisitions. The fair
values of intangible assets recorded are determined using discounted cash flow models that require
management to make assumptions related to future operating results, including projecting net
revenue growth discounted using current cost of capital rates, of each acquisition and the
anticipated future economic environment. If actual results differ from managements assumptions, an
impairment of these intangibles may exist and a charge to income would be made in the period such
impairment is determined. Historically no impairment charge has been required with respect to the
Companys intangible assets.
Goodwill Impairment.
The Company had goodwill of $1,265 million as of December 31, 2004 and must
perform an impairment analysis of goodwill annually or on a more frequent basis if events and
circumstances indicate that the asset might be impaired. This analysis requires management to make
assumptions as to the implied fair value of its reporting unit as compared to its carrying value
(including goodwill). In conducting the impairment analysis, the Company determines implied fair
value of its reporting unit utilizing quoted market prices of its Class A common stock, which are
used to calculate the Companys enterprise value as compared to the carrying value of the Companys
assets. Discounted cash flow models before interest expense are also used. These discounted cash
flow models require management to make assumptions including projecting the Companys net revenue
growth discounted using current cost of capital rates related to the future operating results of
the Company and the anticipated future economic environment. Based upon the Companys annual review
as of December 31, 2004, no impairment charge was required.
Deferred Taxes.
As of December 31, 2004, the Company has made the determination that its deferred
tax assets of $174.6 million, the primary component of which is the Companys net operating loss
carryforward, are fully realizable due to the existence of certain deferred tax liabilities of
approximately $244.0 million that are anticipated to reverse during the carryforward period. The
Company bases this determination by projecting taxable income over the relevant period. The Company
has not recorded a valuation allowance to reduce its deferred tax assets. Should the Company
determine that it would not be able to realize all or part of its net deferred tax assets in the
future, an adjustment to the deferred tax asset would be charged to income in the period such
determination was made. For a more detailed description, see Note 11 of the Notes to the
Consolidated Financial Statements.
Asset Retirement Obligations.
The Company had an asset retirement obligation of $132.7 million as
of December 31, 2004 as a result of its adoption of SFAS No. 143, Accounting for Asset Retirement
Obligations, on January 1, 2003. This liability relates to the Companys obligation upon the
termination or non-renewal of a lease to dismantle and remove its billboard structures from the
leased land and to reclaim the site to its original condition. The Company records the present
value of obligations associated with the retirement of tangible long-lived assets in the period in
which they are incurred. The liability is capitalized as part of the related long-lived assets
carrying amount. Over time, accretion of the liability is recognized as an operating expense and
the capitalized cost is depreciated over the expected useful life of the related asset. In
calculating the liability, the Company calculates the present value of the estimated cost to
dismantle using an average cost to dismantle, adjusted for inflation and market risk.
This calculation includes 100% of the Companys billboard structures on leased land (which
currently consist of approximately 77,100 structures). The Company uses a 15-year retirement period
based on historical operating experience in its core markets, including the actual time that
billboard structures have been located on leased land in such markets and the actual length of the
leases in the core markets, which includes the initial term of the lease, plus any renewal period.
Historical third-party cost information is used with respect to the dismantling of the structures
and the reclamation of the site. The interest rate used to calculate the present value of such
costs over the retirement period is based on credit rates historically available to the Company.
Allowance for Doubtful Accounts.
The Company maintains allowances for doubtful accounts based on
the payment patterns of its customers. Management analyzes historical results, the economic
environment, changes in the credit worthiness of its customers, and other relevant factors in
determining the adequacy of the Companys allowance. Bad debt expense was $8 million, $9 million
and $9 million or approximately 1% of net revenue for the years ended December 31, 2004, 2003 and
2002, respectively. If the future economic environment declines, the inability of customers to pay
may occur and the allowance for doubtful accounts may need to be increased, which will result in
additional bad debt expense in future years.
18
NEW ACCOUNTING PRONOUNCEMENTS
In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151 Inventory
Costs, an amendment of ARB No. 43, Chapter 4 (Statement 151). The amendments made by Statement
151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and require the allocation of
fixed production overheads to inventory based on the normal capacity of the production facilities.
The guidance is effective for inventory costs incurred during fiscal years beginning after June 15,
2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning
after November 23, 2004. We have assessed the impact of Statement 151, which is not expected to
have an impact on our financial position, results of operations or cash flows.
In December 2004, the FASB issued Statement of Financial Accounting Standards No. 152 Accounting
for Real Estate Time-Sharing Transactions An Amendment to FASB Statements No. 66 and 67
(Statement No. 152). Statement 152 amends FASB Statement No. 66, Accounting for Sales of Real
Estate
,
to reference the financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Estate Time-Sharing Transactions
.
Statement 152 also amends FASB Statement No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does not apply to real
estate time-sharing transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. Statement 152 is effective for financial statements for fiscal years
beginning after June 15, 2005. We have assessed the impact of Statement 152, which is not expected
to have an impact on our financial position, results of operations or cash flows.
In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 Exchanges of
Non-monetary assets an amendment of APB Opinion No. 29 (Statement 153). Statement 153 amends
Accounting Principles Board (APB) Opinion 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for exchanges of nonmonetary
assets that do not have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a result of the
exchange. Statement 153 does not apply to a pooling of assets in a joint undertaking intended to
fund, develop, or produce oil or natural gas from a particular property or group of properties. The
provisions of Statement 153 shall be effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Early adoption is permitted and the provisions of Statement
153 should be applied prospectively. We have assessed the impact of Statement 153, which is not
expected to have an impact on our financial position, results of operations or cash flows.
In December of 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which replaces the
requirements under SFAS No. 123 and APB No. 25. The statement sets accounting requirements for
share-based compensation to employees, including employee stock purchase plans, and requires all
share-based payments, including employee stock options, to be recognized in the financial
statements based on their fair value. It carries forward prior guidance on accounting for awards
to non-employees. The accounting for employee stock ownership plan transactions will continue to
be accounted for in accordance with Statement of Position (SOP) 93-6, while awards to most
non-employee directors will be accounted for as employee awards. This Statement is effective for
public companies that do not file as small business issuers as of the beginning of interim or
annual reporting periods that begin on or after June 15, 2005 (effective for the quarter ended
September 30, 2005 for the Company). We have not yet determined the effect the new Statement will
have on our consolidated financial statements as we have not completed our analysis;
however, we expect the adoption of this Statement to result in a reduction of net income which may
be material.
Lamar Media Corp.
The following is a discussion of the consolidated financial condition and results of operations of
Lamar Media for the years ended December 31, 2004, 2003 and 2002. This discussion should be read in
conjunction with the consolidated financial statements of Lamar Media and the related notes.
The following table presents certain items in the Consolidated Statements of Operations as a
percentage of net revenues for Lamar Media Corp. for the years ended December 31, 2004, 2003 and
2002:
19
Year ended December 31, 2004 compared to year ended December 31, 2003
Net revenues increased $73.4 million or 9.1% to $883.5 million for the year ended December 31, 2004
from $810.1 million for the same period in 2003. This increase was attributable primarily to (i) an
increase in billboard net revenues of $73.3 million which represents an increase of 9.7% over the
prior year, (ii) a $0.8 million increase in logo sign revenue, which represents an increase of 1.9%
over the prior year, and (iii) a $0.8 million decrease in transit revenue, which represents a 7.6%
decrease over the prior year.
The increase in billboard net revenue of $73.3 million was due to both growth generated by
acquisition activity of approximately $18.8 million and internal growth of approximately $54.5
million as a result of increases in both pricing and occupancy. These increases were net of the
revenue lost during the year ended December 31, 2004 of approximately $1.5 million as a result of
the damage and destruction to the Companys advertising displays caused by the hurricanes that hit
the state of Florida in August and September 2004. The increase in logo sign revenue of $0.8
million was generated by internal growth across various markets within the logo sign programs of
approximately $2.1 million, offset by a decrease related to divestitures of approximately $1.3
million. There was an increase in transit revenue due to internal growth of approximately $0.8
million, but this was offset by a decrease related to divestitures of approximately $1.6 million.
Net revenues for the year ended December 31, 2004 as compared to acquisition-adjusted net revenue
for the year ended December 31, 2003, increased $57.4 million or 6.9% as a result of net revenue
internal growth. See Reconciliation of 2003 Acquisition-Adjusted Net Revenue in Comparison to 2004
Reported Net Revenue.
Operating expenses, exclusive of depreciation and amortization and gain (loss) on disposition of
assets, increased $26.9 million or 5.8% to $490.1 million for the year ended December 31, 2004 from
$463.2 million for the same period in 2003. There was a $22.3 million increase as a result of
additional operating expenses related to the operations of acquired outdoor advertising assets and
increases in costs in operating Lamar Medias core assets and a $4.6 million increase in corporate
expenses. The increase in corporate expenses is primarily related to the new national sales
department established in 2004 at the corporate headquarters, increased legal fees, additional
accounting and professional fees related to Sarbanes-Oxley compliance and additional expenses
related to expanded efforts in the Companys business development.
Depreciation and amortization expense increased $9.2 million or 3.2% from $284.9 million for the
year ended December 31, 2003 to $294.1 million for the year ended December 31, 2004, due to
continued acquisition activity, capital expenditures and additional charges related to the
remaining net book value of structures destroyed by the storms in the third quarter.
Due to the above factors, operating income increased $36.5 million to $100.4 million for year ended
December 31, 2004 compared to $63.9 million for the same period in 2003.
In the first quarter of 2003, Lamar Media recorded approximately $11.2 million as a loss on
extinguishment of debt related to the prepayment of its 9 5/8% Senior Subordinated Notes due 2006
and the write-off of related debt issuance costs. In the second quarter of 2003, Lamar Media
recorded a loss on extinguishment of debt of $5.8 million, related to the prepayment of $100
million in principal amount of its 8 5/8% Senior Subordinated Notes due 2007. In December 2003,
Lamar Media redeemed the remaining $100.0 million of its 8 5/8% Senior Subordinated Notes due 2007
for a redemption price equal to 102.875% of the principal amount of the notes. As a result of this
redemption, Lamar Media recorded a loss on extinguishment of debt of $4.2 million related to the
prepayment of the notes and associated debt issuance costs. During the year ended December 31,
2004, there were no refinancing activities resulting in a loss on extinguishment of debt.
Interest expense decreased $13.0 million from $77.9 million for the year ended December 31, 2003 to
$64.9 million for the year ended December 31, 2004 as a result of lower interest rates both on
existing and refinanced debt.
The increase in operating income, the absence of a loss on extinguishment of debt, and the decrease
in interest expense described above resulted in a $70.5 million increase in income before income
taxes and cumulative effect of a change in accounting principle. This increase in income resulted
in an increase in income tax expense of $24.1 million for the year ended December 31, 2004 over the
same period in 2003. The effective tax rate for the year ended December 31, 2004 is 32.7%.
As a result of the above factors and the absence of a cumulative effect of a change in accounting
principle, Lamar Media recognized net income for the year ended December 31, 2004 of $24.2 million,
as compared to a net loss of $62.4 million for the same period in 2003.
Reconciliation of 2003 Acquisition-Adjusted Net Revenue in Comparison to 2004 Reported Net Revenue:
Because acquisitions occurring after December 31, 2002 (the Acquired Assets) have contributed to
our net revenue results for the periods presented, we provide 2003 acquisition-adjusted net
revenue, which adjusts our 2003 net revenue by adding to it the net revenue generated by the
Acquired Assets in 2003 prior to our acquisition of them for the same time frame that those assets
were owned in 2004. We provide this information as a supplement to net revenues to enable investors
to compare periods in 2004 and 2003 on a more consistent basis without the effects of acquisitions.
Management uses this comparison to assess how well we are performing with our existing assets.
Acquisition-adjusted net revenue is not determined in accordance with generally accepted accounting
principles (GAAP). For this adjustment, we measure the amount of pre-acquisition revenue generated
by the assets during the period in 2003 that corresponds with the actual period we have owned the
assets in 2004 (to the extent within the period to
20
which this report relates). We refer to this adjustment as acquisition net revenue. A
reconciliation of reported net revenue to acquisition-adjusted net revenue is provided below:
Reconciliation of 2003 Reported Net Revenue to 2003 Acquisition-Adjusted Net Revenue as compared to
2004 Reported Net Revenue:
Year ended December 31, 2003 compared to year ended December 31, 2002
Net revenues increased $34.4 million or 4.4% to $810.1 million for the year ended December 31, 2003
from $775.7 million for the same period in 2002. This increase was attributable primarily to (i) an
increase in billboard net revenues of $29.8 million which represents a 4.1% increase over the prior
year, (ii) a $3.2 million increase in logo sign revenue, which represents an increase of 8.4% over
the prior year, and (iii) a $1.5 million increase in transit revenue, which represents a 17.0%
increase over the prior year.
The increase in billboard net revenue of $29.8 million was due to both growth generated by
acquisition activity of approximately $20.0 million and internal growth of approximately $9.8
million as a result of increases in both pricing and occupancy while the increase in logo sign
revenue of $3.2 million was generated by internal growth across various markets within the logo
sign programs. In addition, the increase in transit revenue of $1.5 million is due to internal
growth. Net revenues for the year ended December 31, 2003 as compared to acquisition-adjusted net
revenue for the year ended December 31, 2002, increased $14.4 million or 1.8% as a result of net
revenue internal growth. See Reconciliation of 2002 Acquisition-Adjusted Net Revenue in
Comparison to 2003 Reported Net Revenue.
Operating expenses, exclusive of depreciation and amortization and gain on sale of assets,
increased $21.5 million or 4.9% to $463.2 million for the year ended December 31, 2003 from $441.7
million for the same period in 2002. There was a $23.6 million increase as a result of additional
operating expenses related to the operations of acquired outdoor advertising assets and increases
in costs in operating Lamar Medias core assets. This increase was offset by a $2.0 million
decrease in corporate expenses due to the partial reversal in the second quarter of 2003 of a
charge related to a jury verdict rendered against Lamar Media in the third quarter of 2002, which
is discussed below.
In the third quarter of 2002, Lamar Media recorded a charge of $2.3 million related to a jury
verdict rendered in August 2002 against Lamar Media for compensatory and punitive damages. In May
2003, the Court ordered a reduction to the punitive damage award, which was subject to the
plaintiffs consent. The plaintiff rejected the reduced award and the Court ordered a new trial.
Based on legal analysis, management believed the best estimate of Lamar Medias potential liability
related to this claim was $1.3 million as of December 31, 2003. The $1.0 million reduction in the
reserve for this liability was recorded as a reduction of corporate expenses in the second quarter
of 2003.
Depreciation and amortization expense increased $13.1 million or 4.8% from $271.8 million for the
year ended December 31, 2002 to $284.9 million for the year ended December 31, 2003, due to
continued acquisition activity and capital expenditures and additional depreciation and accretion
of $12.6 million related to the Companys adoption of Financial Accounting Standard 143,
Accounting for Asset Retirement Obligations, which was effective January 1, 2003.
Due to the above factors, operating income increased $1.4 million to $63.9 million for year ended
December 31, 2003 compared to $62.5 million for the same period in 2002.
In January 2003, Lamar Media redeemed all of its outstanding 9 5/8% Senior Subordinated Notes due
2006 in aggregate principal amount of approximately $255.0 million for a redemption price equal to
103.208% of the principal amount of the notes. In the first quarter of 2003, Lamar Media recorded
approximately $11.2 million as a loss on extinguishment of debt related to the prepayment of the 9
5/8% Senior Subordinated Notes due 2006 and the write-off of related debt issuance costs.
In June 2003, Lamar Media redeemed $100.0 million in principal amount of its 8 5/8% Senior
Subordinated Notes due 2007, for a redemption price equal to 104.313% of the principal amount of
the notes. In the second quarter of 2003, Lamar Media recorded a loss on extinguishment of debt of
$5.8 million related to this prepayment.
In December 2003, Lamar Media redeemed the remaining $100.0 million of its 8 5/8% Senior
Subordinated Notes due 2007 for a redemption price equal to 102.875% of the principal amount of the
notes. As a result of this redemption, Lamar Media recorded a loss on extinguishment of debt of
$4.2 million in the fourth quarter of 2003 related to the prepayment of the notes and associated
debt issuance costs.
21
Interest expense decreased $17.1 million from $95.0 million for the year ended December 31, 2002 to
$77.9 million for the year ended December 31, 2003 as a result of lower interest rates both on
existing and recently refinanced debt.
The increase in operating income and the decrease in interest expense described above offset by the
loss on extinguishment of debt resulted in a $2.9 million decrease in loss before income taxes and
cumulative effect of a change in accounting principle. There was no change in the income tax
benefit for the year ended December 31, 2003 over the same period in 2002 due primarily to the
small decrease in loss before income taxes and cumulative effect of a change in accounting
principle and to an increase in total tax benefit resulting from changes to the expected
utilization of Lamar Medias net operating loss carryforward. The effective tax rate for the year
ended December 31, 2003 is 35.8%.
Due to the adoption of SFAS No. 143, Lamar Media recorded a cumulative effect of a change in
accounting principle for the year ended December 31, 2003 in the amount of $40.2 million net of an
income tax benefit of $25.7 million.
As a result of the above factors, Lamar Media recognized a net loss for the year ended December 31,
2003 of $62.4 million, as compared to a net loss of $25.0 million for the same period in 2002.
Reconciliation of 2002 Acquisition-Adjusted Net Revenue in Comparison to 2003 Reported Net Revenue:
Because acquisitions occurring after December 31, 2001 (the Acquired Assets) have contributed to
our net revenue results for the periods presented, we provide 2002 acquisition-adjusted net
revenue, which adjusts our 2002 net revenue by adding to it the net revenue generated by the
Acquired Assets in 2002 prior to our acquisition of them for the same time frame that those assets
were owned in 2003. We provide this information as a supplement to net revenues to enable investors
to compare periods in 2003 and 2002 on a more consistent basis without the effects of acquisitions.
Management uses this comparison to assess how well we are performing with our existing assets.
Acquisition-adjusted net revenue is not determined in accordance with generally accepted accounting
principles (GAAP). For this adjustment, we measure the amount of pre-acquisition revenue generated
by the assets during the period in 2002 that corresponds with the actual period we have owned the
assets in 2003 (to the extent within the period to which this report relates). We refer to this
adjustment as acquisition net revenue. A reconciliation of reported net revenue to
acquisition-adjusted net revenue is provided below:
Reconciliation of 2002 Reported Net Revenue to 2002 Acquisition-Adjusted Net Revenue as Compared to
2003 Reported Net Revenue:
FACTORS AFFECTING FUTURE OPERATING RESULTS
The Companys substantial indebtedness could adversely affect its business and may create a need to
borrow additional money in the future to make the significant fixed payments on its debt and
operate its business.
The Company has borrowed substantial amounts of money in the past and may borrow more money in the
future. At December 31, 2004, Lamar Advertising Company had approximately $287.5 million of
convertible notes outstanding. At December 31, 2004, Lamar Media had approximately $1.4 billion of
debt outstanding consisting of approximately $975.0 million in bank debt, $389.0 million in various
series of senior subordinated notes and $8.4 million in various other short-term and long-term
debt. In addition, the indenture governing Lamar Medias notes and its bank credit facility allows
it to incur substantial additional indebtedness in the future. As of December 31, 2004, Lamar Media
had approximately $216.1 million available to borrow under its bank credit facility. The Companys
substantial indebtedness and the fact that a large part of the Companys cash flow from operations
must be used to make principal and interest payments on its debt may have important consequences,
including:
22
In addition, if the Companys operations make less money in the future, it may need to borrow to
make principal and interest payments on its debt. The Company also finances most of its
acquisitions through borrowings under Lamar Medias bank credit facility. Since its borrowing
capacity under its credit facility is limited, the Company may not be able to continue to finance
future acquisitions at its historical rate with borrowings under its credit facility. The Company
may need to borrow additional amounts or seek other sources of financing to fund future
acquisitions. Such additional financing may not be available on favorable terms. The Company may
need the consent of the banks under its credit facility, or the holders of other indebtedness, to
borrow additional money.
Restrictions in the Companys and Lamar Medias debt agreements reduce operating flexibility and
contain covenants and restrictions that create the potential for defaults.
The terms of the indenture relating to Lamar Advertisings outstanding notes, Lamar Medias bank
credit facility and the indenture relating to Lamar Medias outstanding notes restrict, among other
things, the ability of Lamar Advertising and Lamar Media to:
Lamar Medias ability to make distributions to Lamar Advertising is also restricted under the terms
of these agreements. Under Lamar Medias bank credit facility the Company must maintain specified
financial ratios and levels including:
See Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources.
If Lamar Media fails to comply with these tests, the lenders have the right to cause all amounts
outstanding under the bank credit facility to become immediately due. If this were to occur, and
the lenders decide to exercise their right to accelerate the indebtedness, it would create serious
financial problems for the Company and could lead to an event of default under the indentures
governing its debt. Any of these events could have a material adverse effect on its business,
financial condition and results of operations. The Companys ability to comply with these
restrictions, and any similar restrictions in future agreements, depends on its operating
performance. Because its performance is subject to prevailing economic, financial and business
conditions and other factors that are beyond the Companys control, it may be unable to comply with
these restrictions in the future.
The Companys business is derived from advertising and advertising is particularly sensitive to
changes in economic conditions and advertising trends.
The Company sells advertising space to generate revenues. Advertising spending is particularly
sensitive to changes in general economic conditions and advertising spending typically decreases
when economic conditions are tough. A decrease in demand for advertising space could adversely
affect the Companys business. A reduction in money spent on advertising displays could result
from:
The Companys continued growth by acquisitions may become more difficult and involves costs and
uncertainties.
Historically, the Company has substantially increased its inventory of advertising displays through
acquisitions. The Companys growth strategy involves acquiring outdoor advertising businesses and
assets in markets where it currently competes as well as in new markets. However, the following
factors may affect the Companys ability to continue to pursue this strategy effectively:
23
The Company faces competition from larger and more diversified outdoor advertisers and other forms
of advertising that could hurt its performance.
The Company may not be able to compete successfully against current and future forms of outdoor
advertising and other media. The competitive pressure that it faces could adversely affect its
profitability or financial performance. Although Lamar Advertising is the largest company focusing
exclusively on outdoor advertising, it faces competition from larger companies with more
diversified operations that also include television, radio and other broadcast media. In addition,
the Companys diversified competitors have the opportunity to cross-sell their different
advertising products to their customers. The Company also faces competition from other forms of
media, including newspapers, direct mail advertising and the Internet. It must also compete with an
increasing variety of other out-of-home advertising media that include advertising displays in
shopping centers, malls, airports, stadiums, movie theaters and supermarkets, and on taxis, trains
and buses.
The Companys operations are impacted by the regulation of outdoor advertising by federal, state
and local governments.
The Companys operations are significantly impacted by federal, state and local government
regulation of the outdoor advertising business.
The federal government conditions federal highway assistance on states imposing location
restrictions on the placement of billboards on primary and interstate highways. Federal laws also
impose size, spacing and other limitations on billboards. Some states have adopted standards more
restrictive than the federal requirements. Local governments generally control billboards as part
of their zoning regulations. Some local governments have enacted ordinances which require removal
of billboards by a future date. In addition, four states have enacted bans on billboard
advertising. Others prohibit the construction of new billboards and the reconstruction of
significantly damaged billboards, or allow new construction only to replace existing structures.
Local laws which mandate removal of billboards at a future date often do not provide for payment to
the owner for the loss of structures that are required to be removed. Some federal and state laws
require payment of compensation in such circumstances. Local laws that require the removal of a
billboard without compensation have been challenged in state and federal courts with conflicting
results. Accordingly, the Company may not be successful in negotiating acceptable arrangements when
the Companys displays have been subject to removal under these types of local laws.
Additional regulations may be imposed on outdoor advertising in the future. Legislation regulating
the content of billboard advertisements has been introduced in Congress from time to time in the
past. Additional regulations or changes in the current laws regulating and affecting outdoor
advertising at the federal, state or local level may have a material adverse effect on the
Companys results of operations.
The Companys logo sign contracts are subject to state award and renewal.
A portion of the Companys revenues and operating income come from its state-awarded service
contracts for logo signs. For the year ended December 31, 2004, approximately 5% of the Companys
net revenues were derived from its logo sign contracts. The Company cannot predict what remaining
states, if any, will start logo sign programs or convert state-run logo sign programs to privately
operated programs. The Company currently competes with three other logo sign providers as well as
local companies for state-awarded service contracts for logo signs.
Generally, state-awarded logo sign contracts have a term of five to ten years, with additional
renewal periods. Some states have the right to terminate a contract early, but in most cases must
pay compensation to the logo sign provider for early termination. At the end of the term of the
contract, ownership of the structures is transferred to the state. Depending on the contract in
question, the logo provider may or may not be entitled to compensation at the end of the contract
term. Of the Companys 20 logo sign contracts in place at December 31, 2004, two are subject to
renewal 2005 and two are scheduled to terminate. The Company may not be able to obtain new logo
sign contracts or renew its existing contracts. In addition, after a new state-awarded logo
contract is received, the Company generally incurs significant start-up costs. If the Company does
not continue to have access to the capital necessary to finance those costs, it will not be able to
accept new contracts.
The Company is controlled by certain significant stockholders who are able to control the outcome
of all matters submitted to its stockholders for approval and whose interest in the Company may be
different than yours.
As of December 31, 2004, certain members of the Reilly family, including Kevin P. Reilly, Jr., the
Companys president and chief executive officer, own in the aggregate approximately 16% of Lamar
Advertisings common stock, assuming the conversion of all
24
Class B common stock to Class A common
stock. This represents 64% of Lamar Advertisings outstanding voting stock. By virtue of such stock
ownership, such persons have the power to:
If the Companys contingency plans relating to hurricanes fail, the resulting losses could hurt the
Companys business.
Although the Company has developed contingency plans designed to deal with the threat posed to
advertising structures by hurricanes, it is possible that these plans will not work. If these plans
fail, significant losses could result. For example, the Company sustained damage and destruction
to certain of its advertising displays as a result of four hurricanes hitting the state of Florida
in August and September 2004. The Company estimates that the revenue lost in the year ended
December 31, 2004 was approximately $1.5 million.
The Company has determined that it is not economical to obtain insurance against losses from
hurricanes and other natural disasters. Instead, the Company has developed contingency plans to
deal with the threat of hurricanes. For example, the Company attempts to remove the advertising
faces on billboards at the onset of a storm, when possible, which better permits the structures to
withstand high winds during a storm. The Company then replaces these advertising faces after the
storm has passed. However, these plans may not be effective in the future and, if they are not,
significant losses may result.
25
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Lamar Advertising Company and Lamar Media Corp.
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 information below
summarizes the Companys interest rate risk associated with its principal variable rate debt
instruments outstanding at December 31, 2004, and should be read in conjunction with Note 8 of the
Notes to the Companys Consolidated Financial Statements.
Loans under Lamar Media Corp.s bank credit agreement bear interest at variable rates equal to the
JPMorgan Chase Prime Rate or LIBOR plus the applicable margin. Because the JPMorgan Chase Prime
Rate or LIBOR may increase or decrease at any time, the Company is exposed to market risk as a
result of the impact that changes in these base rates may have on the interest rate applicable to
borrowings under the 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 Companys net income.
At December 31, 2004 there was approximately $975.0 million of aggregate indebtedness outstanding
under the bank credit facility, or approximately 61.4% of the Companys outstanding long-term debt
on that date, bearing interest at variable rates. The aggregate interest expense for 2004 with
respect to borrowings under the bank credit agreement was $34.2 million, and the weighted average
interest rate applicable to borrowings under this credit facility during 2004 was 3.2%. Assuming
that the weighted average interest rate was 200-basis points higher (that is 5.2% rather than
3.2%), then the Companys 2004 interest expense would have been approximately $20.3 million higher
resulting in a $10.9 million decrease in the Companys 2004 net income.
The Company has mitigated the interest rate risk resulting from its variable interest rate
long-term debt instruments by issuing fixed rate long-term debt instruments and maintaining a
balance over time between the amount of the Companys 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.
ITEM 8. FINANCIAL STATEMENTS (following on next page)
26
LAMAR ADVERTISING COMPANY
27
Managements Report on Internal Control Over Financial Reporting
The management of Lamar Advertising Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.
Lamar Advertisings management assessed the effectiveness of
Lamar Advertisings internal control over financial reporting as
of December 31, 2004. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on this assessment, Lamar Advertisings management
has concluded that, as of December 31, 2004, Lamar Advertisings internal control
over financial reporting is effective based on those criteria.
KPMG LLP, the independent registered public accounting firm that
audited Lamar Advertisings financial statements included in
this annual report, has issued an attestation report on
managements assessment of Lamar Advertisings internal control over
financial reporting. This report appears on page 29 of this combined Annual Report.
28
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
We have audited
managements assessment, included in the accompanying Managements Report on Internal Control over
Financial Reporting that Lamar Advertising
Company maintained effective internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO)
.
Lamar Advertising Companys management
is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility is
to express an opinion on managements assessment and an opinion on the effectiveness of the
Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A companys internal control over financial reporting is a process designed 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. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Lamar Advertising Company maintained effective
internal control over financial reporting as of December 31, 2004, is fairly stated, in all
material respects, based on criteria established in Internal ControlIntegrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO)
.
Also, in our opinion, Lamar Advertising Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2004, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO)
.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements of Lamar Advertising Company and
subsidiaries and the financial statement schedule as listed in the accompanying index, and our
report dated March 8, 2005 expressed an unqualified opinion on those consolidated financial
statements.
/s/KPMG LLP
New Orleans, Louisiana
29
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
We have audited the consolidated financial statements of Lamar Advertising Company and subsidiaries
as listed in the accompanying index. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Lamar Advertising Company and subsidiaries as of
December 31, 2004 and 2003, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Lamar Advertising Companys internal control over
financial reporting as of December 31, 2004, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated March 8, 2005 expressed an unqualified opinion on
managements assessment of, and the effective operation of, internal control over financial
reporting
.
As discussed in Note 9 to the consolidated financial statements, the Company adopted the provisions
of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirements
Obligations on January 1, 2003.
/s/KPMG LLP
New Orleans, Louisiana
30
LAMAR ADVERTISING COMPANY
See accompanying notes to consolidated financial statements.
31
LAMAR ADVERTISING COMPANY
See accompanying notes to consolidated financial
statements.
32
LAMAR ADVERTISING COMPANY
See accompanying notes to consolidated financial statements.
33
LAMAR ADVERTISING COMPANY
See accompanying notes to consolidated financial statements.
34
LAMAR ADVERTISING COMPANY
(1) Significant Accounting Policies
35
LAMAR ADVERTISING COMPANY
36
LAMAR ADVERTISING COMPANY
Year Ended December 31, 2004
During the twelve months ended December 31, 2004, the Company completed over 80 acquisitions of
outdoor advertising assets for a total purchase price of
approximately $200,490, which consisted of
the issuance of 68,986 shares of Lamar Advertising Class A common stock valued at $2,476, warrants
valued at $1,794 and $196,220 in cash.
Each of these acquisitions was accounted for under the purchase method of accounting, and,
accordingly, the accompanying consolidated financial statements include the results of operations
of each acquired entity from the date of acquisition. The acquisition costs have been allocated to
assets acquired and liabilities assumed based on fair market value at the dates of acquisition. The
following is a summary of the preliminary allocation of the acquisition costs in the above
transactions.
37
LAMAR ADVERTISING COMPANY
Total acquired intangible assets for the year ended December 31, 2004 was $134,204, of which
$24,831 was assigned to goodwill which is not subject to amortization. The remaining $109,373 of
acquired intangible assets have a weighted average useful life of approximately 14 years. The
intangible assets include customer lists and contracts of $21,577 (7 year weighted average useful
life), site locations of $87,281 (15 year weighted average useful life), and non-competition
agreements of $515 (9.5 year weighted average useful life). All of the $24,831 of goodwill is
expected to be fully deductible for tax purposes. The aggregate amortization expense related to the
2004 acquisitions for the year ended December 31, 2004 was approximately $3,826.
The following unaudited pro forma financial information for the Company gives effect to the 2004
and 2003 acquisitions as if they
had occurred on January 1, 2003. These pro forma results do not purport to be indicative of the
results of operations which actually would have resulted had the acquisitions occurred on such date
or to project the Companys results of operations for any future period.
Year Ended December 31, 2003
During the year ended December 31, 2003, the Company completed over 84 acquisitions of outdoor
advertising assets for a total purchase price of approximately $189,563, which consisted of the
issuance of 1,550,095 shares of Lamar Advertising Class A common stock valued at the time of
issuance at $50,630 and $138,933 cash.
Each of these acquisitions was accounted for under the purchase method of accounting, and,
accordingly, the accompanying consolidated financial statements include the results of operations
of each acquired entity from the date of acquisition. The acquisition costs have been allocated to
assets acquired and liabilities assumed based on fair market value at the dates of acquisition. The
following is a summary of the preliminary allocation of the acquisition costs in the above
transactions.
Year Ended December 31, 2002
During the year ended December 31, 2002, the Company completed approximately 75 acquisitions of
outdoor advertising assets for a cash purchase price of approximately $79,198 and the issuance of
1,405,464 shares of Lamar Advertising Class A common stock valued at the time of issuance at
$56,100.
38
LAMAR ADVERTISING COMPANY
Each of these acquisitions was accounted for under the purchase method of accounting, and,
accordingly, the accompanying financial statements include the results of operations of each
acquired entity from the date of acquisition. The acquisition costs have been allocated to assets
acquired and liabilities assumed based on fair market value at the dates of acquisition. The
following is a summary
of the preliminary allocation of the acquisition costs in the above transactions.
(3) Noncash Financing and Investing Activities
A summary of significant noncash financing and investing activities for the years ended December
31, 2004, 2003 and 2002 follows:
(4) Property, Plant and Equipment
Major categories of property, plant and equipment at December 31, 2004 and 2003 are as follows:
(5) Goodwill and Other Intangible Assets
The following is a summary of intangible assets at December 31, 2004 and December 31, 2003.
39
LAMAR ADVERTISING COMPANY
The changes in the carrying amount of goodwill for the year ended December 31, 2004 are as follows:
The following is a summary of the estimated amortization expense for the next five years:
In accordance with SFAS No. 142, the Company was required to evaluate its existing intangible
assets and goodwill that were acquired in purchase business combinations, and to make any necessary
reclassifications in order to conform with the new classification criteria in SFAS No. 141 for
recognition separate from goodwill. The Company was required to reassess the useful lives and
residual values of all intangible assets acquired, and make any necessary amortization period
adjustments. If an intangible asset is identified as having an indefinite useful life, the Company
was required to test the intangible asset for impairment in accordance with the provisions of SFAS
No. 142. Impairment of an intangible asset is measured as the excess of carrying value over the
fair value. Based upon the Companys review, no impairment charge was required upon the adoption of
SFAS No. 142 or at its annual tests for impairment on December 31, 2004 and December 31, 2003.
(6) Leases
The Company is party to various operating leases for production facilities, vehicles and sites upon
which advertising structures are built. The leases expire at various dates, generally during the
next five years, and have varying options to renew and to cancel. The following is a summary of
minimum annual rental payments required under those operating leases that have original or
remaining lease terms in excess of one year as of December 31, 2004:
Rental expense related to the Companys operating leases was $ 160,808, $150,983 and $139,493 for
the years ended December 31, 2004, 2003 and 2002, respectively.
(7) Accrued Expenses
The following is a summary of accrued expenses at December 31, 2004 and 2003:
40
LAMAR ADVERTISING COMPANY
(8) Long-term Debt
Long-term debt consists of the following at December 31, 2004 and 2003:
Long-term debt matures as follows:
On December 23, 2002, Lamar Media Corp. completed an offering of $260,000 7 1/4% Senior
Subordinated Notes due 2013. These notes are unsecured senior subordinated obligations and will be
subordinated to all of Lamar Medias existing and future senior debt, rank equally with all of
Lamar Medias existing and future senior subordinated debt and rank senior to any future
subordinated debt of Lamar Media. The net proceeds from the issuance and sale of these notes,
together with additional cash, was used to redeem all of the outstanding $255,000 principal amount
of Lamar Medias 9 5/8% Senior Subordinated Notes due 2006 on January 22, 2003 at a redemption
price equal to 103.208% of the aggregate principal amount thereof plus accrued interest to the
redemption date of approximately $3,500 for a total redemption price of approximately $266,657. The
Company recorded a loss on the extinguishment of debt of $11,173 in the first quarter of 2003.
On June 12, 2003, Lamar Media Corp. issued $125,000 7 1/4% Senior Subordinated Notes due 2013 as an
add on to the $260,000 issued in December 2002. The issue price of the $125,000 7 1/4% Notes was
103.661% of the principal amount of the notes, which yields an effective rate of 6 5/8% . The
proceeds of the issuance were used to redeem approximately $100,000 of Lamar Medias 8 5/8% senior
subordinated notes, for a redemption price equal to 104.313% of the principal amount of the notes.
The Company recorded a loss on extinguishment of debt of $5,754 in the second quarter of 2003
related to this prepayment. The remaining $100,000 in aggregate principal amount of Lamar Medias 8
5/8% notes outstanding following this redemption were redeemed for a redemption price equal to
102.875% of the principle amount of the notes in December 2003. As a result of this redemption, the
Company recorded a loss on extinguishment of debt of $4,151 related to the prepayment of the notes
and associated debt issuance costs.
On June 16, 2003, the Company issued $287,500 2 7/8% Convertible Notes due 2010. The notes are
convertible at the option of the holder into shares of Lamar Advertising Company Class A common
stock at any time before the close of business on the maturity date, unless previously repurchased,
at a conversion rate of 19.4148 shares per $1,000 principal amount of notes, subject to adjustments
in some circumstances. The net proceeds from these notes together with additional cash were used
on July 16, 2003 to redeem all of the Companys outstanding 5 1/4% convertible notes due 2006 in
aggregate principal amount of approximately $287,500 for a redemption price equal to 103.0% of the
principal amount of notes. The Company recorded a loss on extinguishment of debt in the third
quarter of 2003 of $12,566 related to this redemption.
The Companys obligations with respect to its publicly issued notes are not guaranteed by the
Companys direct or indirect wholly owned subsidiaries. Certain obligations of the Companys
wholly-owned subsidiary, Lamar Media Corp. are guaranteed by its subsidiaries.
41
LAMAR ADVERTISING COMPANY
On March 7, 2003, the Companys wholly owned subsidiary Lamar Media, replaced its existing bank
credit facility. The current bank credit facility, for which JPMorgan Chase Bank acts as
administrative agent, is comprised of a $225,000 revolving bank credit facility and $975,000 term
facility with two tranches, a $300,000 Tranche A term facility and a $675,000 Tranche B term
facility. This bank credit facility also includes a $500,000 incremental facility, which permits
Lamar Media to request that its lenders enter into commitments to make additional term loans to it,
up to a maximum aggregate amount of $500,000. The lenders have no obligation to make additional
term loans to Lamar Media under the incremental facility, but may enter into such commitments in
their sole discretion. The credit agreement modified the repayment terms to extend the maturities
of the debt.
Availability under the revolving credit facility terminates on June 30, 2009 and is not subject to
commitment reduction prior to that date. As of December 31, 2004, the Company had $0 outstanding
under the revolving line of credit.
The March 7, 2003 Term Facility amortized in the following quarterly amounts:
On February 6, 2004, Lamar Media amended its credit agreement dated March 7, 2003 whereby it
changed its $975,000 term facility to include a $425,000 Tranche A facility and a $550,000 Tranche
C facility. The proceeds were used to pay off the Tranche B lenders and the total debt outstanding
remained unchanged. The quarterly amortization of this amended facility is as follows:
On August 12, 2004, Lamar Media amended its credit agreement dated March 7, 2003 whereby it changed
its $975,000 term facility to include a $425,000 Tranche A facility and a $550,000 Tranche D
facility. The proceeds were used to pay off the Tranche C lenders and the total debt outstanding
remained unchanged. The quarterly amortization of this amended facility is as follows:
42
LAMAR ADVERTISING COMPANY
Revolving credit loans may be requested under the revolving credit facility at any time prior to
maturity. The loans bear interest, at the Companys option, at the LIBOR Rate or JPMorgan Chase
Prime Rate plus applicable margins, such margins being set from time to time based on the Companys
ratio of debt to trailing twelve month EBITDA, as defined in the agreement. The terms of the
indenture relating to Lamar Advertisings outstanding notes, Lamar Medias bank credit facility and
the indenture relating to Lamar Medias outstanding notes restrict, among other things, the ability
of Lamar Advertising and Lamar Media to:
Lamar Medias ability to make distributions to Lamar Advertising is also restricted under the terms
of these agreements. Under Lamar Medias credit facility the Company must maintain specified
financial ratios and levels including:
Lamar Advertising and Lamar Media were in compliance with all of the terms of all of the indentures
and the bank credit agreement during the periods presented.
(9) Asset Retirement Obligation
Effective January 1, 2003, the Company adopted Statement 143, and recorded a restated loss of
$40,240 as the cumulative effect of a change in accounting principle, which is net of an income tax
benefit of $25,727. Prior to its adoption of Statement 143, the Company expensed these costs at the
date of retirement. Also, as of January 1, 2003, the Company recorded an asset retirement
obligation of $114,035, additions to property, plant and equipment totaling $76,930 and accumulated
depreciation totaling $28,862 under the provisions of Statement 143.
The Companys asset retirement obligation includes the costs associated with the removal of its
structures, resurfacing of the land and retirement cost, if applicable, related to the Companys
outdoor advertising portfolio. The following table reflects information related to our asset
retirement obligations:
The pro forma asset retirement obligation at December 31, 2002 would have been $114,035. The
following pro forma data summarizes the Companys net loss and net loss per common share as if the
Company had adopted the provisions of Statement 143 on December 31, 2001, including an associated
pro forma asset retirement obligation on that date of $106,512.
43
LAMAR ADVERTISING COMPANY
(10) Depreciation and Amortization
The Company includes all
categories of depreciation and amortization on a separate line in its
Statement of Operations. The amount of depreciation and amortization expense excluded from the
following operating expenses in its Statement of Operations are:
(11) Income Taxes
Income tax expense (benefit) for the years ended December 31, 2004, 2003 and 2002, consists of:
Income tax expense (benefit) attributable to continuing operations for the years ended December 31,
2004, 2003 and 2002, differs from the amounts computed by applying the U.S. federal income tax rate
of 34 percent to income (loss) before income taxes as follows:
44
LAMAR ADVERTISING COMPANY
The tax effects of temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities at December 31, 2004 and 2003 are presented below:
As of December 31, 2004, the Company had gross federal net operating losses of $227,253, and state
net operating losses of $240,356, which expire through 2023. In assessing the realizability of
deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the periods in which those
temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. Based upon the level of historical
taxable income and projections for future taxable income over the periods in which the deferred tax
assets are deductible, management believes it is more likely than not the Company will realize the
benefits of these deductible differences. The amount of the deferred tax assets considered
realizable, however, could be reduced in the near term if estimates of future taxable income during
the carryforward period are reduced.
(12) Related Party Transactions
Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar
Advertising Company or its subsidiaries through common ownership and directorate control.
In October 1995 and in March 1996, the Company repurchased 3.6% and 12.9%, respectively, of its
then outstanding Class A common stock (1,220,500 and 3,617,884 shares, respectively) from certain
of its existing stockholders, directors and employees for an aggregate purchase price of
approximately $4,000. The term of the March 1996 repurchase entitled the selling stockholders to
receive additional consideration from the Company in the event that the Company consummated a
public offering of its Class A common stock at a higher price within 24 months of the repurchase.
In satisfaction of that obligation, upon completion of the Companys initial public offering, the
Company paid the selling stockholders an aggregate of $5,000 in cash from the proceeds and issued
them $20,000 aggregate principal amount of ten year subordinated notes. As of December 31, 2004 and
2003, the outstanding balance of the ten year subordinated notes was $3,333 and $5,333,
respectively. The Companys current executive officers do not hold any of the ten year subordinated
notes described above. Interest expense during the years ended December 31, 2004, 2003 and 2002,
related to the ten year subordinated notes was $354, $513, and $673, respectively.
45
LAMAR ADVERTISING COMPANY
Prior to 1996, the Company entered into various related party transactions for the purchase and
sale of advertising structures whereby any resulting gains were deferred at that date. As of
December 31, 2004 and 2003, the deferred gains related to these transactions were $1,001 and are
included in deferred income on the balance sheets. No gains related to these transactions have been
realized in the Statement of Operations for the years ended December 31, 2004, 2003 and 2002.
In addition, the Company had receivables from employees of $413 and $342 at December 31, 2004 and
2003, respectively. These receivables are primarily relocation loans for employees. The Company
does not have any receivables from its current executive officers.
Interstate Highway Signs Corp., (IHS) is a wholly owned subsidiary of Sign Acquisition Corp. Prior
to December 16, 2003, Kevin P. Reilly, Jr. had voting control over a majority of the outstanding
shares of Sign Acquisition Corp. through a voting trust. Mr. Reillys interest was sold on December
16, 2003. The Company purchased approximately $1,229 and $1,236 of highway signs and transit bus
shelters from IHS which represented approximately 13% and 12% of total capitalized expenditures for
its logo sign and transit advertising businesses during the years ended December 31, 2003 and 2002,
respectively. The Company does not use IHS exclusively for its highway sign and transit bus shelter
purchases.
Effective July 1, 1996, the Lamar Texas Limited Partnership, one of the Companys subsidiaries, and
Reilly Consulting Company, L.L.C., which Kevin P. Reilly, Sr. controls, entered into a consulting
agreement which was amended January 1, 2004. This consulting agreement as amended, has a term
through December 31, 2008 with automatic renewals for successive one year periods after that date
unless either party provides written termination to the other. The amended agreement provides for
an annual consulting fee of $190 for the five year period commencing on January 1, 2004 and an
annual consulting fee of $150 for any subsequent one year renewal term. The agreement also contains
a non-disclosure provision and a non-competition restriction which extends for two years beyond the
termination agreement.
The Company also has a lease arrangement with Deanna Enterprises, LLC (formerly Reilly Enterprises,
LLC), which Kevin P. Reilly Sr. controls, for the use of an airplane. The Company paid a monthly
fee plus expenses which entitled the Company to 6.67 hours of flight time, with any unused portion
carried over into the next month. This agreement was amended in October 2004, whereby the Company
would pay $100 per year for 125 guaranteed flight hours. Total fees paid under these arrangements
for fiscal 2004, 2003 and 2002 were approximately $70, $55 and $75, respectively.
As of December 31, 2003, the Company had a receivable of $959 for premiums paid on split-dollar
life insurance arrangements for Kevin P. Reilly, Sr. that were entered into in 1990 and 1995 as a
component of his compensation as our Chief Executive Officer and his continuing retirement benefits
thereafter. In accordance with the terms of the arrangements, we will recover all of the cumulative
premiums paid by us upon the termination, surrender or cancellation of the policies or upon the
death of the insured. In February 2004, the obligation to the Company was repaid and the split
dollar agreements were terminated.
(13) Stockholders Equity
On July 16, 1999, the Board of Directors designated 5,720 shares of the 1,000,000 shares of
previously undesignated preferred stock, par value $.001, as Series AA preferred stock. The Class A
preferred stock, par value $638, was exchanged for the new Series AA preferred stock and no shares
of Class A preferred stock are currently outstanding. The new Series AA preferred stock and the
Class A preferred stock rank senior to the Class A common stock and Class B common stock with
respect to dividends and upon liquidation. Holders of Series AA preferred stock and Class A
preferred stock are entitled to receive, on a pari passu basis, dividends at the rate of $15.95 per
share per quarter when, as and if declared by the Board of Directors. The Series AA preferred stock
and the Class A preferred stock are also entitled to receive, on a pari pasu basis, $638 plus a
further amount equal to any dividend accrued and unpaid to the date of distribution before any
payments are made or assets distributed to the Class A common stock or Class B stock upon voluntary
or involuntary liquidation, dissolution or winding up of the Company. The liquidation value of the
outstanding Series AA preferred stock at December 31, 2004 was $3,649. The Series AA preferred
stock and the Class A preferred stock are identical, except that the Series AA preferred stock is
entitled to one vote per share and the Class A preferred stock is not entitled to vote.
46
LAMAR ADVERTISING COMPANY
All of the outstanding shares of common stock are fully paid and nonassessable. In the event of the
liquidation or dissolution of the Company, following any required distribution to the holders of
outstanding shares of preferred stock, the holders of common stock are entitled to share pro rata
in any balance of the corporate assets available for distribution to them. The Company may pay
dividends if, when and as declared by the Board of Directors from funds legally available
therefore, subject to the restrictions set forth in the Companys existing indentures and the bank
credit facility. Subject to the preferential rights of the holders of any class of preferred stock,
holders of shares of common stock are entitled to receive such dividends as may be declared by the
Companys Board of Directors out of funds legally available for such purpose. No dividend may be
declared or paid in cash or property on any share of either class of common stock unless
simultaneously the same dividend is declared or paid on each share of the other class of common
stock, provided that, in the event of stock dividends, holders of a specific class of common stock
shall be entitled to receive only additional shares of such class.
The rights of the Class A and Class B common stock are equal in all respects, except holders of
Class B common stock have ten votes per share on all matters in which the holders of common stock
are entitled to vote and holders of Class A common stock have one vote per share on such matters.
The Class B common stock will convert automatically into Class A common stock upon the sale or
transfer to persons other than permitted transferees (as defined in the Companys certificate of
incorporation, as amended).
(14) Benefit Plans
Equity Incentive Plan
In 1996, the Company adopted the 1996 Equity Incentive Plan (the 1996 Plan). The purpose of the
1996 Plan is to attract and retain key employees and consultants of the Company. The 1996 Plan
authorizes the grant of stock options, stock appreciation rights and restricted stock to employees
and consultants of the Company capable of contributing to the Companys performance. Options
granted under the 1996 Plan generally become exercisable over a five-year period and expire 10
years from the date of grant unless otherwise authorized by the Board.
In August 2000, the Board of Directors voted to amend the 1996 Plan to (i) authorize grants to
members of the Companys board of directors (ii) provide the Committee with more flexibility in
determining the exercise price of awards made under the 1996 Plan (iii) allow for grants of
unrestricted stock and (iv) set forth performance criteria that the Committee may establish for the
granting of stock awards. These amendments were approved by the Companys stockholders in May 2001.
In February 2004, the Board of Directors voted, subject to stockholder approval, to amend the 1996
plan to increase the aggregate number of shares of the Companys Class A Common Stock available for
issuance under the 1996 Plan by 2,000,000 shares so that the aggregate number of shares of Common
Stock available for issuance under the Plan is increased from 8,000,000 shares to 10,000,000
shares.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used:
47
LAMAR ADVERTISING COMPANY
Information regarding the 1996 Plan for the years ended December 31, 2004, 2003 and 2002, is as
follows:
The following table summarizes information about fixed-price stock options outstanding at December
31, 2004:
No stock appreciation rights or shares of restricted stock have been granted under the 1996 Plan.
Employee Stock Purchase Plan
On May 25, 2000, the stockholders approved the 2000 Employee Stock Purchase Plan whereby 500,000
shares of the Companys Class A common stock have been reserved for issuance under the Plan. Under
this plan, eligible employees may purchase stock at 85% of the fair market value of a share on the
offering commencement date or the respective purchase date whichever is lower. Purchases are
limited to ten percent of an employees total compensation. The initial offering under the Plan
commenced on April 1, 2000 with a single purchase date on June 30, 2000. Subsequent offerings shall
commence each year on July 1 with a termination date of December 31 and purchase dates on September
30 and December 31; and on January 1 with a termination date on June 30 and purchase dates on March
31 and June 30. In accordance with the Plan, the number of shares available for issuance under
the plan is increased at the beginning of each fiscal year by the lesser of $500,000 shares or one
tenth of 1% of the total of shares outstanding or a lessor amount determined by the board of
directors.
Insurance Plans
The Company sponsors a partially self-insured group health insurance program. The Company is
obligated to pay all claims under the program, which are in excess of premiums, up to program
limits. The Company is also self-insured with respect to its income disability benefits and against
casualty losses on advertising structures. Amounts for expected losses, including a provision for
losses incurred but not reported, is included in accrued expenses in the accompanying consolidated
financial statements. As of December 31, 2004, the Company maintained $5,296 in letters of credit
with a bank to meet requirements of the Companys workers compensation and general liability
insurance carrier.
48
LAMAR ADVERTISING COMPANY
Savings and Profit Sharing Plan
The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan covering employees who
have completed one year of service and are at least 21 years of age. The Company matches 50% of
employees contributions up to 5% of related compensation. Employees can contribute up to 15% of
compensation. Full vesting on the Companys matched contributions occurs after five years for
contributions made prior to January 1, 2002 and three years for contributions made after January 1,
2002. Annually, at the Companys discretion, an additional profit sharing contribution may be made
on behalf of each eligible employee. In total, for the years ended December 31, 2004, 2003 and
2002, the Company contributed $ 3,454, $2,804 and $2,709 respectively.
Deferred Compensation Plan
The Company sponsors a Deferred Compensation Plan for the benefit of certain of its senior
management who meet specific age and years of service criteria. Employees who have attained the age
of 30 and have a minimum of 10 years of service are eligible for annual contributions to the Plan
generally ranging from $3 to $8, depending on the employees length of service. The Companys
contributions to the Plan are maintained in a rabbi trust and, accordingly, the assets and
liabilities of the Plan are reflected in the balance sheet of the Company in other assets and other
liabilities. Upon termination, death or disability, participating employees are eligible to receive
an amount equal to the fair market value of the assets in the employees deferred compensation
account. The Company has contributed $727, $668 and $619 to the Plan during the years ended
December 31, 2004, 2003 and 2002, respectively.
(15) Commitment and Contingencies
In August 2002, a jury verdict was rendered in a lawsuit filed against the Company in the amount of
$32 in compensatory damages and $2,245 in punitive damages. As a result of the verdict, the Company
recorded a $2,277 charge in its operating expenses during the quarter ended September 30, 2002. In
May 2003, the Court ordered a reduction to the punitive damage award, which was subject to the
plaintiffs consent. The plaintiff rejected the reduced award and the Court ordered a new trial.
Based on legal analysis, management believes the best estimate of the Companys potential liability
related to this claim is currently $376.
The Company is involved in various other claims and legal actions arising in the ordinary course of
business. In the opinion of management , the ultimate disposition of the these matters will not
have a material adverse effect on the Companys consolidated financial position, results of
operations, or liquidity.
(16) Summarized Financial Information of Subsidiaries
Separate financial statements of each of the Companys direct or indirect wholly owned subsidiaries
that have guaranteed Lamar Medias obligations with respect to its publicly issued notes
(collectively, the Guarantors) are not included herein because the Company has no independent
assets or operations, the guarantees are full and unconditional and joint and several and the only
subsidiary that is not a guarantor is considered to be minor. Lamar Medias ability to make
distributions to Lamar Advertising is restricted under the terms of its bank credit facility and
the indenture relating to Lamar Medias outstanding notes. As of December 31, 2004 and 2003, the
net assets restricted as to transfers from Lamar Media Corp. to Lamar Advertising Company in the
form of cash dividends, loans or advances were $1,943,280 and $1,903,600, respectively.
(17) Disclosures About Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Companys
financial instruments at December 31, 2004 and 2003. The fair value of the financial instrument is
defined as the amount at which the instrument could be exchanged in a current transaction between
willing parties.
49
LAMAR ADVERTISING COMPANY
The estimated fair value amounts have been determined by the Company using available market
information and appropriate valuation methodologies as follows:
Fair value estimates are subject to inherent limitations. Estimates of fair values are made at a
specific point in time, based on relevant market information and information about the financial
instrument. The estimated fair values of financial instruments presented above are not necessarily
indicative of amounts the Company might realize in actual market transactions. Estimates of fair
value are subjective in nature and involve uncertainties and matters of significant judgment and
therefore cannot be determined with precision. Changes in assumptions could significantly affect
the estimates.
(18) Quarterly Financial Data (Unaudited)
(19) New Accounting Pronouncements
In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151 Inventory
Costs, an amendment of ARB No. 43, Chapter 4 (Statement 151). The amendments made by Statement
151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and require the allocation of
fixed production overheads to inventory based on the normal capacity of the production facilities.
The guidance is effective for inventory costs incurred during fiscal years beginning after June 15,
2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning
after November 23, 2004. We have assessed the impact of Statement 151, which is not expected to
have an impact on our financial position, results of operations or cash flows.
In December 2004, the FASB issued Statement of Financial Accounting Standards No. 152 Accounting
for Real Estate Time-Sharing Transactions An Amendment to FASB Statements No. 66 and 67
(Statement No. 152). Statement 152 amends FASB Statement No. 66, Accounting for Sales of Real
Estate
,
to reference the financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Estate Time-Sharing Transactions
.
Statement 152 also amends FASB Statement No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does not apply to real
estate time-sharing transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. Statement 152 is effective for financial statements for fiscal years
beginning after June 15, 2005. We have assessed the impact of Statement 152, which is not expected
to have an impact on our financial position, results of operations or cash flows.
50
LAMAR ADVERTISING COMPANY
In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 Exchanges of
Non-monetary assets an amendment of APB Opinion No. 29 (Statement 153). Statement 153 amends
Accounting Principles Board (APB) Opinion 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for exchanges of nonmonetary
assets that do not have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a result of the
exchange. Statement 153 does not apply to a pooling of assets in a joint undertaking intended to
fund, develop, or produce oil or natural gas from a particular property or group of properties. The
provisions of Statement 153 shall be effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Early adoption is permitted and the provisions of Statement
153 should be applied prospectively. We have assessed the impact of Statement 153, which is not
expected to have an impact on our financial position, results of operations or cash flows.
In December of 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which replaces the
requirements under SFAS No. 123 and APB No. 25. The statement sets accounting requirements for
share-based compensation to employees, including employee stock purchase plans, and requires all
share-based payments, including employee stock options, to be recognized in the financial
statements based on their fair value. It carries forward prior guidance on accounting for awards
to non-employees. The accounting for employee stock ownership plan transactions will continue to
be accounted for in accordance with Statement of Position (SOP) 93-6, while awards to most
non-employee directors will be accounted for as employee awards. This Statement is effective for
public companies that do not file as small business issuers as of the beginning of interim or
annual reporting periods that begin on or after June 15, 2005 (effective September 1, 2005 for us).
We have not yet determined the effect the new Statement will have on our condensed consolidated
financial statements as we have not completed our analysis; however, we expect the adoption of this
Statement to result in a reduction of net income which may be material.
51
SCHEDULE 2
Lamar Advertising Company
52
LAMAR MEDIA CORP.
53
Managements Report on
Internal Control Over Financial Reporting
The management of Lamar Media Corp. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.
Lamar Medias
management assessed the effectiveness of Lamar Medias internal control over financial reporting as of December 31, 2004.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Based on this
assessment, Lamar Medias management has concluded that, as of December 31, 2004, Lamar
Medias internal control over financial reporting is effective based on those criteria.
KPMG LLP, the independent registered public accounting firm that
audited Lamar Medias financial statements included in this
annual report, has issued an attestation report on managements
assessment of Lamar Medias internal control over financial reporting. This report appears on page 55 of this combined Annual Report.
54
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
We have audited
managements assessment, included in the accompanying Managements Report on Internal Control over
Financial Reporting that Lamar Media Corp.
maintained effective internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)
.
Lamar Media Corp.s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the effectiveness of the Companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A companys internal control over financial reporting is a process designed 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. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Lamar Media Corp. maintained effective internal
control over financial reporting as of December 31, 2004, is fairly stated, in all material
respects, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO)
.
Also, in our opinion,
Lamar Media Corp. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2004, based on criteria established
in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements of Lamar Media Corp. and subsidiaries
and the financial statement schedule as listed in the accompanying index, and our report dated
March 8, 2005 expressed an unqualified opinion on those consolidated financial statements
.
New Orleans, Louisiana
55
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
We have audited the consolidated financial statements of Lamar Media Corp. and subsidiaries as
listed in the accompanying index. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Lamar Media Corp. and subsidiaries as of December 31,
2004 and 2003, and the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 2004, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Lamar Media Corp.s internal control over financial
reporting as of December 31, 2004, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated March 8, 2005 expressed an unqualified opinion on managements assessment of,
and the effective operation of, internal control over financial reporting
.
As discussed in Note 9 to the consolidated financial statements of Lamar Advertising Company and
Subsidiaries, the Company adopted the provisions of Statement of Financial Accounting Standards No.
143, Accounting for Asset Retirements Obligations on January 1, 2003.
New Orleans, Louisiana
56
LAMAR MEDIA CORP.
See accompanying notes to consolidated financial statements.
57
LAMAR MEDIA CORP.
See accompanying notes to consolidated financial statements.
58
LAMAR MEDIA CORP.
See accompanying notes to consolidated financial statements.
59
LAMAR MEDIA CORP.
See accompanying notes to consolidated financial statements.
60
LAMAR MEDIA CORP.
(1) Significant Accounting Policies
(a) Nature of Business
Lamar Media Corp. is a wholly owned subsidiary of Lamar Advertising Company. Lamar Media Corp. is
engaged in the outdoor advertising business operating over 150,000 outdoor advertising displays in
43 states. Lamar Medias operating strategy is to be the leading provider of outdoor advertising
services in the markets it serves.
In addition, Lamar Media operates a logo sign business in 20 states throughout the United States
and in one province of Canada. Logo signs are erected pursuant to state-awarded service contracts
on public rights-of-way near highway exits and deliver brand name information on available gas,
food, lodging and camping services. Included in the Companys logo sign business are tourism
signing contracts. The Company provides transit advertising on bus shelters, benches and buses in
the markets it serves.
Certain footnotes are not provided for the accompanying financial statements as the information in
notes 2, 4, 6, 9, 10, 13, 14, 15, 16, 17 and 19 and portions of notes 1 and 12 to the
consolidated financial statements of Lamar Advertising Company included elsewhere in this Annual
Report are substantially equivalent to that required for the 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.
(b) Principles of Consolidation
The accompanying consolidated financial statements include Lamar Media Corp., its wholly owned
subsidiaries, The Lamar Company, LLC, Lamar Central Outdoor, Inc., Lamar Oklahoma Holding Co.,
Inc., Lamar Advertising Southwest, Inc., Lamar DOA Tennessee Holdings, Inc., and Interstate Logos,
LLC. and their majority-owned subsidiaries. All intercompany transactions and balances have been
eliminated in consolidation.
(2) Noncash Financing and Investing Activities
A summary of significant noncash financing and investing activities for the years ended December
31, 2004, 2003 and 2002:
(3) Goodwill and Other Intangible Assets
The following is a summary of intangible assets at December 31, 2004 and December 31, 2003.
61
LAMAR MEDIA CORP.
The changes in the carrying amount of goodwill for the year ended December 31, 2004 are as follows:
In accordance with SFAS No. 142, Lamar Media is required to evaluate its existing intangible assets
and goodwill that were acquired in purchase business combinations, and to make any necessary
reclassifications in order to conform with the new classification criteria in SFAS No. 141 for
recognition separate from goodwill. Lamar Media is required to reassess the useful lives and
residual values of all intangible assets acquired, and make any necessary amortization period
adjustments. If an intangible asset is identified as having an indefinite useful life, Lamar Media
will be required to test the intangible asset for impairment in accordance with the provisions of
SFAS No. 142. Impairment is measured as the excess of carrying value over the fair value of an
intangible asset with an indefinite life. Based upon its review, no impairment charge was required
upon the adoption of SFAS No. 142 or at its annual tests for impairment on December 31, 2004 and
December 31, 2003.
(4) Accrued Expenses
The following is a summary of accrued expenses at December 31, 2004 and 2003:
(5) Long-term Debt
Long-term debt consists of the following at December 31, 2004 and 2003:
Long-term debt matures as follows:
62
LAMAR MEDIA CORP.
(6) Income Taxes
Income tax expense (benefit) for the years ended December 31, 2004, 2003 and 2002, consists of:
Income tax expense (benefit) attributable to continuing operations for the years ended December 31,
2004, 2003 and 2002, differs from the amounts computed by applying the U.S. federal income tax rate
of 34 percent to income (loss) before income taxes as follows:
The tax effects of temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities at December 31, 2004 and 2003 are presented below:
63
LAMAR MEDIA CORP.
In assessing the realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. Based upon the level of historical
taxable income and projections for future taxable income over the periods in which the deferred tax
assets are deductible, management believes it is more likely than not that Lamar Media will realize
the benefits of these deductible differences. The amount of the deferred tax assets considered
realizable, however, could be reduced in the near term if estimates of future taxable income during
the carryforward period are reduced.
(7) Related Party Transactions
Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar
Media Corp. or its subsidiaries through common ownership and directorate control.
As of December 31, 2004 and 2003, there was a receivable from Lamar Advertising Company, its
parent, in the amount of $7,383 and $22,152, respectively.
(8) Quarterly Financial Data (Unaudited)
64
SCHEDULE 2
Lamar Media Corp.
65
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Lamar Advertising Company
None
Lamar Media Corp.
None
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
.
The Companys and Lamar Medias management, with the participation of the principal executive
officer and principal financial officer of the Company and Lamar Media, have evaluated the
effectiveness of the design and operation of the Companys and Lamar Medias disclosure controls
and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended, as of December 31, 2004. Based on this evaluation,
the principal executive officer and principal financial officer of the Company and Lamar Media
concluded, as of December 31, 2004, that these disclosure controls and procedures are effective and
designed to ensure that the information required to be disclosed in the Companys and Lamar Medias
reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the requisite time periods.
Managements Report on Internal Control Over Financial Reporting
Lamar Advertising Company
The Companys Management Report on Internal Control
Over Financial Reporting is set forth on page 28 of this combined Annual Report and is
incorporated herein by reference. KPMG LLP, an independent registered public accounting firm,
has issued an attestation report on managements assessment of the Companys internal
control over financial reporting, which is set forth on page 29 of this combined Annual Report and
is incorporated herein by reference.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. A control system, no matter how well designed and operated, can provide only
reasonable assurance with respect to financial statement preparation and presentation. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Lamar Media Corp.
Lamar Medias Management Report on Internal
Control Over Financial Reporting is set forth on page 54 of this combined Annual Report and
is incorporated herein by reference. KPMG LLP, an independent registered public accounting firm, has issued
an attestation report on managements assessment of Lamar Medias internal control
over financial reporting, which is set forth on page 55 of this combined Annual Report and
is incorporated herein by reference.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. A control system, no matter how well designed and operated, can provide only
reasonable assurance with respect to financial statement preparation and presentation. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
66
Changes in Internal Control Over Financial Reporting
There were no changes in the Companys or Lamar Medias internal control over financial reporting
identified in connection with the evaluation of the Companys and Lamar Medias internal controls
performed during the fourth fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Companys or Lamar Medias internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Lamar Advertising Company
None
Lamar Media Corp.
None
67
High
Low
$
38.04
$
27.65
37.98
28.71
35.57
28.95
37.69
29.30
$
41.85
$
36.56
44.66
38.83
44.11
38.62
43.95
39.13
Table of Contents
(Dollars in Thousands)
2004
2003
2002
2001
2000
$
883,510
$
810,139
$
775,682
$
729,050
$
687,319
302,157
292,017
274,772
251,483
217,465
188,320
171,520
167,182
151,048
138,072
294,056
284,947
271,832
349,550
312,191
(1,067
)
(1,946
)
(336
)
(923
)
(986
)
783,466
746,538
713,450
751,158
666,742
100,044
63,601
62,232
(22,108
)
20,577
33,644
5,850
(495
)
(502
)
(929
)
(640
)
(1,715
)
76,079
93,787
113,333
132,840
153,512
75,584
126,929
118,254
132,200
151,797
24,460
(63,328
)
(56,022
)
(154,308
)
(131,220
)
11,305
(23,573
)
(19,694
)
(45,674
)
(37,115
)
13,155
(39,755
)
(36,328
)
(108,634
)
(94,105
)
40,240
13,155
(79,995
)
(36,328
)
(108,634
)
(94,105
)
365
365
365
365
365
$
12,790
$
(80,360
)
$
(36,693
)
$
(108,999
)
$
(94,470
)
$
0.12
$
(0.39
)
$
(0.36
)
$
(1.11
)
$
(1.04
)
(0.39
)
$
0.12
$
(0.78
)
$
(0.36
)
$
(1.11
)
$
(1.04
)
$
323,164
$
260,075
$
240,443
$
190,632
$
177,601
$
263,747
$
210,041
$
155,763
$
382,471
$
435,595
$
(23,013
)
$
(57,847
)
$
(81,955
)
$
132,384
$
321,933
$
44,201
$
7,797
$
15,610
$
12,885
$
72,340
266,657
34,476
69,902
95,922
27,261
72,526
3,689,472
3,669,373
3,888,106
3,671,652
3,642,844
1,659,934
1,704,863
1,994,433
1,811,585
1,738,280
1,805,021
1,905,497
1,856,372
1,877,532
1,824,928
1,736,347
1,689,661
1,709,173
1,672,221
1,689,455
(1)
Cash flows from operating, investing, and financing activities are obtained from the Companys consolidated statements of cash flows prepared in accordance with accounting principles generally accepted in the United
States of America (GAAP.)
(2)
As of the end of the period.
(3)
Certain balance sheet reclassifications were made in order to be comparable to the current year presentation.
Table of Contents
In Thousands
2004
2003
2002
$
57,195
$
51,390
$
47,424
6,320
7,315
6,605
1,190
1,982
3,949
10,896
9,823
13,761
6,430
7,765
6,651
$
82,031
$
78,275
$
78,390
Table of Contents
Year ended December 31,
2004
2003
2002
100.0
%
100.0
%
100.0
%
34.2
36.0
35.4
17.9
18.0
18.0
3.4
3.2
3.6
33.3
35.2
35.0
11.3
7.9
8.0
8.6
11.6
14.6
1.5
(9.9
)
(4.7
)
Table of Contents
2004
2003
(in thousands)
$
883,510
$
810,139
15,994
$
883,510
$
826,133
Table of Contents
2003
2002
(in thousands)
$
810,139
$
775,682
20,016
$
810,139
$
795,698
Table of Contents
Table of Contents
up to $1.3 billion of indebtedness under its bank credit facility;
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 $20 million or
5% of Lamar Medias net tangible assets; and
additional debt not to exceed $40 million.
a total debt ratio, defined as total consolidated debt to EBITDA (as defined below) for
the most recent four fiscal quarters, of 5.75 to 1; and
a senior debt ratio, defined as total consolidated senior debt to EBITDA (as defined
below) for the most recent four fiscal quarters, of 3.75 to 1.
an interest coverage ratio, defined as EBITDA (as defined below) for the most recent four
fiscal quarters to total consolidated accrued interest expense for that period, of at least
2.25 to 1; and
a fixed charges coverage ratio, defined as the ratio of EBITDA (as defined below) for the
most recent four fiscal quarters to (1) the total payments of principal and interest on debt
for such period (2) capital expenditures made during such period and (3) income and
franchise tax payments made during such period, of at least 1.05 to 1.
Table of Contents
Payments Due by Period
(in millions)
Less than 1
Contractual Obligations
Total
Year
1 3 Years
4 5 Years
After 5 Years
1,659.9
72.5
207.6
182.6
1,197.2
478.2
79.7
147.3
127.8
123.4
944.9
125.1
203.0
154.0
462.8
3,083.0
277.3
557.9
464.4
1,783.4
(1)
Interest rates on our variable rate instruments are assuming rates at the
December 2004 levels.
(2)
Lamar Media had $0 outstanding at December 31, 2004.
(3)
The standby letters of credit are issued under
Lamar Medias revolving bank facility and reduce the availability
of the facility by the same amount.
Table of Contents
Table of Contents
Year ended December 31,
2004
2003
2002
100.0
%
100.0
%
100.0
%
34.2
36.0
35.4
17.9
18.0
18.0
3.4
3.1
3.5
33.3
35.2
35.0
11.4
7.9
8.1
7.3
9.6
12.2
2.7
(7.7
)
(3.2
)
Table of Contents
Table of Contents
2004
2003
(in thousands)
$
883,510
$
810,139
15,994
$
883,510
$
826,133
Table of Contents
2003
2002
(in thousands)
$
810,139
$
775,682
20,016
$
810,139
$
795,698
limiting cash flow available to fund the Companys working capital, capital expenditures, potential
acquisitions or other general corporate requirements;
increasing the Companys vulnerability to general adverse economic and industry conditions;
limiting the Companys ability to obtain additional financing to fund future working capital, capital
expenditures, potential acquisitions or other general corporate requirements;
limiting the Companys flexibility in planning for, or reacting to, changes in its business and industry;
placing the Company at a competitive disadvantage compared to its competitors with less indebtedness; and
making it more difficult for the Company to comply with financial covenants in its bank credit facility.
Table of Contents
incur or repay debt;
dispose of assets;
create liens;
make investments;
enter into affiliate transactions; and
pay dividends.
a minimum interest coverage ratio;
a minimum fixed charges ratio;
a maximum senior debt ratio; and
a maximum total debt ratio.
a general decline in economic conditions;
a decline in economic conditions in particular markets where the Company conducts business;
a reallocation of advertising expenditures to other available media by significant users of the Companys displays; or
a decline in the amount spent on advertising in general.
there might not be suitable acquisition candidates, particularly as a result of the consolidation
of the outdoor advertising industry, and the Company may have a more difficult time negotiating
acquisitions that are favorable to it;
the Company may face increased competition from other outdoor advertising companies, which may have
greater financial resources than the Company, for the businesses and assets it wishes to acquire,
which may result in higher prices for those businesses and assets;
Table of Contents
the Company may not have access to sufficient capital resources on acceptable terms, if at all, to
finance its acquisitions and may not be able to obtain required consents from its lenders;
the Company may be unable to effectively integrate acquired businesses and assets with its existing
operations as a result of unforeseen difficulties that could require significant time and attention
from its management that could otherwise be directed at developing its existing business; and
the Company may not realize the benefits and cost savings that it anticipates from its acquisitions.
Table of Contents
elect the Companys entire board of directors;
control the Companys management and policies; and
determine the outcome of any corporate transaction or other matters
required to be submitted to the Companys stockholders for approval,
including the amendment of its certificate of incorporation, mergers,
consolidation and the sale of all or substantially all of its assets.
Table of Contents
Table of Contents
AND SUBSIDIARIES
28
29
30
31
32
33
34
35 - 51
52
Table of Contents
Table of Contents
Lamar Advertising Company:
March 8, 2005
Table of Contents
Lamar Advertising Company:
March 8, 2005
Table of Contents
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2004 and 2003
(In thousands, except share and per share data)
2004
2003
$
44,201
$
7,797
87,962
90,072
35,287
32,377
6,899
6,051
8,231
7,820
182,580
144,117
2,077,379
1,988,096
( 807,735
)
(702,272
)
1,269,644
1,285,824
1,265,106
1,240,275
920,373
938,643
24,552
28,355
27,217
32,159
$
3,689,472
$
3,669,373
$
10,412
$
8,813
72,510
5,044
50,513
45,986
14,669
14,372
148,104
74,215
1,587,424
1,699,819
76,240
73,352
132,700
123,217
8,657
9,109
1,953,125
1,979,712
89
87
16
16
2,131,449
2,097,555
(395,207
)
(407,997
)
1,736,347
1,689,661
$
3,689,472
$
3,669,373
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2004, 2003 and 2002
(In thousands, except share and per share data)
2004
2003
2002
$
883,510
$
810,139
$
775,682
302,157
292,017
274,772
158,161
145,971
139,610
30,159
25,549
27,572
294,056
284,947
271,832
( 1,067
)
( 1,946
)
( 336
)
783,466
746,538
713,450
100,044
63,601
62,232
33,644
5,850
( 495
)
( 502
)
( 929
)
76,079
93,787
113,333
75,584
126,929
118,254
24,460
( 63,328
)
( 56,022
)
11,305
( 23,573
)
( 19,694
)
13,155
( 39,755
)
( 36,328
)
40,240
13,155
( 79,995
)
( 36,328
)
365
365
365
$
12,790
$
( 80,360
)
$
( 36,693
)
$
0.12
$
( 0.39
)
$
( 0.36
)
$
$
( 0.39
)
$
$
0.12
$
( 0.78
)
$
( 0.36
)
$
0.12
$
( 0.39
)
$
( 0.36
)
$
$
( 0.39
)
$
$
0.12
$
( 0.78
)
$
( 0.36
)
104,041,030
102,686,780
101,089,215
530,453
104,571,483
102,686,780
101,089,215
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Stockholders Equity
Years Ended December 31, 2004, 2003 and 2002
(In thousands, except per share data)
SERIES
AA
CLASS A
CLASS A
CLASS B
ADDITIONAL
PREFERRED
PREFERRED
COMMON
COMMON
PAID-IN
ACCUMULATED
STOCK
STOCK
STOCK
STOCK
CAPITAL
DEFICIT
TOTAL
$
83
17
1,963,065
(290,944
)
1,672,221
1
56,099
56,100
15,722
15,722
1
(1
)
1,823
1,823
(36,328
)
(36,328
)
(365
)
(365
)
$
85
16
2,036,709
(327,637
)
1,709,173
2
50,628
50,630
8,272
8,272
1,946
1,946
(79,995
)
(79,995
)
(365
)
(365
)
$
87
16
2,097,555
(407,997
)
1,689,661
1
4,271
4,272
1
27,369
27,370
2,254
2,254
13,155
13,155
(
365
)
(
365
)
$
89
16
2,131,449
(
395,207
)
1,736,347
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2004, 2003 and 2002
(In thousands)
2004
2003
2002
$
13,155
$
(79,995
)
$
(36,328
)
294,056
284,947
271,832
5,330
6,037
6,061
(1,067
)
(1,946
)
(336
)
33,644
5,850
40,240
7,748
(23,531
)
(15,584
)
7,772
8,599
9,036
(4,824
)
(6,217
)
(7,748
)
(2,509
)
(2,923
)
(2,533
)
(887
)
(4,246
)
5,093
1,600
(1,238
)
3
3,024
6,450
3,551
(234
)
254
1,546
323,164
260,075
240,443
(82,031
)
(78,275
)
(78,390
)
(189,540
)
(137,595
)
(79,135
)
(1,650
)
7,824
5,829
3,412
(263,747
)
(210,041
)
(155,763
)
23,806
8,798
13,976
266,657
(266,657
)
(4,928
)
(771,388
)
(144,126
)
(1,526
)
(9,899
)
(1,183
)
408,350
256,400
(40,000
)
40,000
60,000
(365
)
(365
)
(365
)
(23,013
)
(57,847
)
(81,955
)
36,404
(7,813
)
2,725
7,797
15,610
12,885
$
44,201
$
7,797
$
15,610
$
69,922
$
81,342
$
104,722
$
1,946
$
825
$
745
$
4,270
$
50,630
$
56,100
Table of Contents
AND SUBSIDIARIES
(Dollars in thousands, except share and per share data)
(a)
Nature of Business
Lamar Advertising Company (the Company)
is engaged in the outdoor advertising
business operating over 150,000 outdoor
advertising displays in 43 states. The
Companys operating strategy is to be
the leading provider of outdoor
advertising services in the markets it
serves.
In addition, the Company operates a
logo sign business in 20 states
throughout the United States and in one
province of Canada and a transit
advertising business in 34 markets.
Logo signs are erected pursuant to
state-awarded service contracts on
public rights-of-way near highway exits
and deliver brand name information on
available gas, food, lodging and
camping services. Included in the
Companys logo sign business are
tourism signing contracts. The Company
provides transit advertising on bus
shelters, benches and buses in the
markets it serves.
(b)
Principles of Consolidation
The accompanying consolidated financial
statements include Lamar Advertising
Company, its wholly owned subsidiary,
Lamar Media Corp. (Lamar Media), and
its majority-owned subsidiaries. All
intercompany transactions and balances
have been eliminated in consolidation.
(c)
Property, Plant and Equipment
Property, plant and equipment are
stated at cost. Depreciation is
calculated using accelerated and
straight-line methods over the
estimated useful lives of the assets.
(d)
Goodwill and Intangible Assets
On January 1, 2002, the Company adopted
Statement of Financial Accounting
Standards No. 142,
Goodwill and Other
Intangible
Assets (SFAS No. 142).
Under SFAS No. 142, goodwill is subject
to an annual impairment test. The
Company designated December 31 as the
date of its annual goodwill impairment
test. If an event occurs or
circumstances change that would more
likely than not reduce the fair value
of a reporting unit below its carrying
value, an interim impairment test would
be performed between annual tests. In
accordance with the standard, the
Company is required to identify its
reporting units and determine the
carrying value of each reporting unit
by assigning the assets and
liabilities, including the existing
goodwill and intangible assets, to
those reporting units. The Company is
required to determine the fair value of
each reporting unit and compare it to
the carrying amount of the reporting
unit. To the extent the carrying amount
of a reporting unit exceeds the fair
value of the reporting unit, the
Company would be required to perform
the second step of the impairment test,
as this is an indication that the
reporting unit goodwill may be
impaired. The fair value of each
reporting unit exceeded its carrying
amount at at its annual impairment test dates
on December 31, 2004 and December 31,
2003 therefore the Company was not
required to recognize an impairment
loss.
Intangible assets, consisting primarily
of site locations, customer lists and
contracts, and non-competition
agreements are amortized using the
straight-line method over the assets
estimated useful lives, generally from
5 to 15 years.
(e)
Impairment of Long-Lived Assets
In accordance with SFAS No. 144, long-lived assets, such as
property, plant and equipment, and purchased intangibles
subject to amortization, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the
carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset before
interest expense. If the carrying amount of an asset exceeds
its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the
asset exceeds the fair value of the asset. Assets to be
disposed of would be separately presented in the balance
sheet and reported at the lower of the carrying amount or
fair value less costs to sell, and are no longer depreciated.
The assets and liabilities of a disposed group classified as
held for sale would be presented separately in the
appropriate asset and liability sections of the balance
sheet.
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(f)
Deferred Income
Deferred income consists principally of advertising revenue received
in advance and gains resulting from the sale of certain assets to
related parties. Deferred advertising revenue is recognized in income
as services are provided over the term of the contract. Deferred gains
are recognized in income in the consolidated financial statements at
the time the assets are sold to an unrelated party or otherwise
disposed of.
(g)
Revenue Recognition
The Company recognizes outdoor advertising revenue, net of agency
commissions, if any, on an accrual basis ratably over the term of the
contracts, as services are provided. Production revenue and the
related expense for the advertising copy are recognized upon
completion of the sale.
The Company engages in barter transactions where the Company trades
advertising space for goods and services. The Company recognizes
revenues and expenses from barter transactions at fair value which is
determined based on the Companys own historical practice of receiving
cash for similar advertising space from buyers unrelated to the party
in the barter transaction. The amount of revenue and expense
recognized for advertising barter transactions is as follows:
2004
2003
2002
$
5,490
6,360
3,677
3,124
2,780
691
2,002
3,197
2,557
(h)
Income Taxes
The Company uses the asset and liability method of accounting for
income taxes. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment
date.
(i)
Earnings Per Share
Earnings per share are computed in accordance with SFAS No. 128, Earnings Per Share. The
calculation of basic earnings per share excludes any dilutive effect of stock options and
convertible debt, while diluted earnings 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 5,581,755, 6,726,508 and 6,762,452 for the years ended December 31,
2004, 2003 and 2002, respectively.
(j)
Stock Option Plan
The Company accounts for its stock option plan under the intrinsic value method in accordance with
the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. As such, compensation expense is recorded on the date of
grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No.
123, Accounting for Stock-Based Compensation and FASB Statement No. 148, Accounting for
Stock-Based Compensation Transition and Disclosure, an amendment of FASB Statement No. 123,
established accounting and disclosure requirements using a fair-value-based method of accounting for
stock-based employee compensation plans. As permitted by existing accounting standards, the Company
has elected to continue to apply the intrinsic-value-based methods of accounting described above,
and has adopted only the disclosure requirements of Statement 123, as amended. The following table
illustrates the effect on net income if the fair-value-based method had been applied to all
outstanding and unvested awards in each period.
2004
2003
2002
$
12,790
(80,360
)
(36,693
)
(8,834
)
(3,472
)
(6,614
)
$
3,956
(83,832
)
(43,307
)
2004
2003
2002
$
0.12
(0.78
)
(0.36
)
$
0.04
(0.82
)
(0.43
)
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(k)
Cash and Cash Equivalents
The Company considers all highly-liquid investments with original
maturities of three months or less to be cash equivalents.
(l)
Reclassification of Prior Year Amounts
Certain amounts in the prior years consolidated financial statements
have been reclassified to conform to the current year presentation.
These reclassifications had no effect on previously reported net loss.
(m)
Asset Retirement Obligations
In 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 143, Accounting for
Asset Retirement Obligations (Statement 143). Statement 143 requires
companies to record the present value of obligations associated with
the retirement of tangible long-lived assets in the period in which it
is incurred. The liability is capitalized as part of the related
long-lived assets carrying amount. Over time, accretion of the
liability is recognized as an operating expense and the capitalized
cost is depreciated over the expected useful life of the related
asset. The Companys asset retirement obligations relate primarily to
the dismantlement, removal, site reclamation and similar activities of
its properties. The Company adopted Statement 143 effective January 1,
2003, using the cumulative effect approach to recognize transition
amounts for asset retirement obligations, asset retirement costs and
accumulated depreciation. Prior to adoption of this statement, the
Company expensed these costs at the date of retirement.
(n)
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(2)
Acquisitions
Total
$
2,846
64,917
24,831
87,281
515
21,577
1,477
$
200,490
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
2004
2003
$
899,632
841,723
12,619
(82,502
)
$
0.12
(0.80
)
Total
$
2,437
28,089
61,847
83,849
641
17,138
6,666
956
10,148
$
189,563
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Total
$
2,721
33,207
43,668
55,594
604
12,633
29
2,282
10,876
$
135,298
2004
2003
2002
$
4,270
50,630
56,100
Estimated Life
(Years)
2004
2003
$
90,951
75,556
10 39
69,993
64,650
15
1,834,302
1,770,942
3 7
82,133
76,948
$
2,077,379
1,988,096
Estimated
2004
2003
Life
Gross Carrying
Accumulated
Gross Carrying
Accumulated
(Years)
Amount
Amortization
Amount
Amortization
7 10
$
410,368
$
298,108
$
388,791
$
248,617
3 15
58,179
51,284
57,664
46,197
15
1,108,318
313,776
1,021,037
243,170
5 15
13,817
7,141
17,578
8,443
1,590,682
670,309
1,485,070
546,427
$
1,518,741
$
253,635
$
1,493,910
$
253,635
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
$
1,493,910
24,831
$
1,518,741
$
126,985
$
114,138
$
93,558
$
87,146
$
84,091
$
125,052
107,521
95,518
82,973
71,028
462,833
2004
2003
$
12,894
7,698
18,601
19,428
9,260
8,150
9,758
10,710
$
50,513
45,986
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
2004
2003
$
975,000
$
1,015,000
287,500
287,500
3,333
5,333
389,020
389,387
5,081
7,643
1,659,934
1,704,863
(72,510
)
(5,044
)
$
1,587,424
$
1,699,819
$
72,510
95,064
112,554
112,611
69,974
1,197,221
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Tranche A
Tranche B
$
11,250
$
1,687.5
15,000
1,687.5
18,750
1,687.5
22,500
1,687.5
1,687.5
320,625
Tranche A
Tranche B
Tranche C
$
15,937.5
$
$
1,375
21,250.0
1,375
26,562.5
1,375
31,875.0
1,375
1,375
261,250
Tranche A
Tranche C
Tranche D
$
15,937.5
$
$
1,375
21,250.0
1,375
26,562.5
1,375
31,875.0
1,375
1,375
261,250
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
dispose of assets;
incur or repay debt;
create liens;
make investments; and
pay dividends.
interest coverage;
fixed charges ratios;
senior debt ratios; and
total debt ratios.
$
114,035
$
114,035
4,254
7,562
(2,634
)
$
123,217
3,687
10,204
( 4,408
)
$
132,700
Year Ended
December 31, 2002
$
(36,693
)
(6,722
)
$
(43,415
)
$
(0.36
)
$
(0.42
)
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Year ended December 31,
2004
2003
2002
$
279,735
267,078
253,619
8,403
11,214
12,008
5,918
6,655
6,205
$
294,056
284,947
271,832
Current
Deferred
Total
$
5,621
5,621
3,557
1,339
4,896
788
788
$
3,557
7,748
11,305
$
(19,543
)
(19,543
)
(42
)
(4,653
)
(4,695
)
665
665
$
(42
)
(23,531
)
(23,573
)
$
(5,068
)
(12,951
)
(18,019
)
869
(3,084
)
(2,215
)
89
451
540
$
(4,110
)
(15,584
)
(19,694
)
2004
2003
2002
$
8,316
(21,531
)
(19,048
)
825
1,150
689
2
(14
)
(26
)
3,231
(3,099
)
(1,490
)
(1,069
)
(79
)
181
$
11,305
(23,573
)
(19,694
)
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
2004
2003
$
1,950
1,916
2,396
1,584
2,553
2,551
6,899
6,051
$
(5,845
)
(11,738
)
(238,116
)
(245,270
)
(243,961
)
(257,008
)
40,521
48,479
941
941
2,579
2,900
88,540
100,350
34,654
30,113
486
873
167,721
183,656
$
(76,240
)
(73,352
)
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Grant Year
Dividend Yield
Expected Volatility
Risk Free Interest Rate
Expected Lives
0
%
46
%
4
%
6
0
%
46
%
4
%
6
0
%
51
%
5
%
9
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
2004
2003
2002
Weighted
Weighted
Weighted
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
3,822,710
$
30.27
4,067,365
$
29.83
4,517,653
$
29.11
1,416,000
37.77
117,500
31.55
142,000
35.01
(865,443
)
25.03
(298,105
)
23.03
(515,088
)
23.74
(26,000
)
37.42
(64,050
)
38.06
(77,200
)
36.36
4,347,267
$
33.72
3,822,710
$
30.27
4,067,365
$
29.83
$
25.03
$
23.03
$
23.74
1,927,759
1,317,759
1,371,209
$
18.48
$
15.00
$
22.48
Weighted
Average
Weighted
Weighted
Range of
Number
Remaining
Average
Number
Average
Exercise
Outstanding at
Contractual
Exercise
Exercisable at
Exercise
Prices
December 31, 2004
Life
Price
December 31, 2004
Price
1,076,917
5.82
$
23.83
1,076,917
$
23.83
1,138,700
4.56
31.57
984,700
31.72
1,512,150
8.48
37.13
387,750
36.86
619,500
6.00
46.51
303,917
46.67
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
2004
2003
Carrying
Estimated
Carrying
Estimated
Amount
Fair Value
Amount
Fair Value
$
1,587,424
$
1,647,032
$
1,699,819
$
1,735,925
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
The carrying amounts of cash and cash equivalents, prepaids,
receivables, trade accounts payable, accrued expenses and deferred income approximate fair value
because of the short term nature of these items.
The fair value of long-term debt is based upon market quotes obtained
from dealers where available and by discounting future cash flows at
rates currently available to the Company for similar instruments when
quoted market rates are not available.
Year 2004 Quarters
March 31
June 30
September 30
December 31
$
200,976
$
226,915
$
231,622
$
223,997
127,185
152,553
155,232
146,383
(3,724
)
7,590
8,194
730
(0.04
)
0.07
0.08
0.01
Year 2003 Quarters
March 31
June 30
September 30
December 31
$
184,221
$
208,178
$
211,720
$
206,020
112,664
134,817
137,149
133,492
(62,070
)
(3,438
)
(7,744
)
(7,108
)
(0.61
)
(0.03
)
(0.07
)
(0.07
)
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Table of Contents
Valuation and Qualifying Accounts
Years Ended December 31, 2004, 2003 and 2002
(in thousands)
Balance at
Charged to
Balance at
Beginning
Costs and
End of
of Period
Expenses
Deductions
Period
$
4,914
7,772
7,686
5,000
$
800,062
123,882
923,944
$
4,914
8,599
8,599
4,914
$
674,356
125,706
800,062
$
4,914
9,036
9,036
4,914
$
550,275
124,081
674,356
Table of Contents
AND SUBSIDIARIES
54
55
56
57
58
59
60
6164
65
Table of Contents
Table of Contents
Lamar Media Corp.:
March 8, 2005
Table of Contents
Lamar Media Corp.:
March 8, 2005
Table of Contents
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2004 and 2003
(In thousands, except share and per share data)
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2004, 2003 and 2002
(In thousands)
2004
2003
2002
$
883,510
$
810,139
$
775,682
302,157
292,017
274,772
158,161
145,971
139,610
29,795
25,229
27,285
294,056
284,947
271,832
(1,067
)
(1,946
)
(336
)
783,102
746,218
713,163
100,408
63,921
62,519
21,077
5,850
(495
)
(502
)
(929
)
64,920
77,852
94,990
64,425
98,427
99,911
35,983
(34,506
)
(37,392
)
11,764
(12,338
)
(12,434
)
24,219
(22,168
)
(24,958
)
40,240
$
24,219
$
(62,408
)
$
(24,958
)
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Stockholders Equity
Years Ended December 31, 2004, 2003 and 2002
(In thousands, except share and per share data)
ADDITIONAL
COMMON
PAID-IN
ACCUMULATED
STOCK
CAPITAL
DEFICIT
TOTAL
$
2,222,317
(276,231
)
1,946,086
59,584
59,584
(24,958
)
(24,958
)
$
2,281,901
(301,189
)
1,980,712
(15,812
)
(15,812
)
52,050
52,050
(62,408
)
(62,408
)
$
2,333,951
(379,409
)
1,954,542
9,978
9,978
24,219
24,219
$
2,343,929
(355,190
)
1,988,739
Table of Contents
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2004, 2003 and 2002
(In thousands)
2004
2003
2002
$
24,219
$
(62,408
)
$
(24,958
)
294,056
284,947
271,832
2,437
2,797
2,812
(1,067
)
(1,946
)
(336
)
21,077
5,850
40,240
8,207
(12,296
)
(8,325
)
7,772
8,599
9,036
(4,824
)
(6,217
)
(7,748
)
(2,509
)
(2,923
)
(2,533
)
14,400
(7,461
)
4,101
1,600
(1,238
)
3
1,682
11,431
1,965
(234
)
254
1,546
345,739
274,856
253,245
(81,165
)
(78,275
)
(78,390
)
(189,540
)
(135,319
)
(78,326
)
(1,650
)
7,824
5,829
3,412
(262,881
)
(207,765
)
(154,954
)
128,038
256,400
266,657
(266,657
)
(4,928
)
(483,888
)
(144,126
)
(1,526
)
(9,899
)
(1,183
)
(15,812
)
(40,000
)
40,000
60,000
(46,454
)
(74,904
)
(95,566
)
36,404
(7,813
)
2,725
7,797
15,610
12,885
$
44,201
$
7,797
$
15,610
$
65,747
$
64,245
$
94,729
$
1,946
$
825
$
745
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
2004
2003
2002
$
4,270
50,630
56,100
Estimated
2004
2003
Life
Gross Carrying
Accumulated
Gross Carrying
Accumulated
(Years)
Amount
Amortization
Amount
Amortization
7 10
410,368
298,108
388,791
248,617
3 15
58,179
51,284
57,664
46,197
15
1,108,318
313,776
1,021,037
243,170
5 15
13,235
7,141
16,980
8,426
1,590,100
670,309
1,484,472
546,410
$
1,509,601
$
252,766
$
1,485,623
$
252,766
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
$
1,485,623
23,978
$
1,509,601
2004
2003
$
12,894
7,698
18,601
19,428
9,758
10,942
$
41,253
38,068
2004
2003
$
389,020
389,387
975,000
1,015,000
3,333
5,333
5,081
7,643
1,372,434
1,417,363
(72,510
)
(5,044
)
$
1,299,924
1,412,319
$
72,510
95,064
112,554
112,611
69,974
909,721
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Current
Deferred
Total
$
11,314
11,314
3,557
(3,895
)
(338
)
788
788
$
3,557
8,207
11,764
$
(10,492
)
(10,492
)
(42
)
(2,469
)
(2,511
)
665
665
$
(42
)
(12,296
)
(12,338
)
$
(5,068
)
(7,090
)
(12,158
)
870
(1,685
)
(815
)
89
450
539
$
(4,109
)
(8,325
)
(12,434
)
2004
2003
2002
$
12,234
(11,732
)
(12,713
)
825
1,149
689
(3
)
(19
)
(31
)
(223
)
(1,657
)
(560
)
(1,069
)
(79
)
181
$
11,764
(12,338
)
(12,434
)
2004
2003
$
1,950
$
1,916
2,396
1,584
2,553
2,551
6,899
6,051
(5,845
)
(11,738
)
(237,617
)
(244,880
)
(243,462
)
(256,618
)
40,521
48,479
941
941
2,579
2,900
61,143
73,061
34,654
30,113
26
874
139,864
156,368
$
(103,598
)
$
(100,250
)
Table of Contents
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Year 2004 Quarters
March 31
June 30
September 30
December 31
$
200,976
$
226,915
$
231,622
$
223,997
127,185
152,553
155,232
146,383
(2,051
)
9,463
10,188
6,619
Year 2003 Quarters
March 31
June 30
September 30
December 31
$
184,221
$
208,178
$
211,720
$
206,020
112,664
134,817
137,149
133,492
(59,152
)
(210
)
2,226
(5,272
)
Table of Contents
and Subsidiaries
Valuation and Qualifying Accounts
Years Ended December 31, 2004, 2003 and 2002
(in thousands)
Balance at
Charged to
Balance
Beginning of
Costs and
at end
Period
Expenses
Deductions
of Period
$
4,914
7,772
7,686
5,000
$
799,176
123,899
923,075
$
4,914
8,599
8,599
4,914
$
672,889
126,287
799,176
$
4,914
9,036
9,036
4,914
$
546,916
125,973
672,889
Table of Contents
Table of Contents
Table of Contents
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Portions of the response to this item are contained in part under the caption Executive Officers of the Registrant in Part I, Item 1A hereof and additional information is incorporated herein by reference from the discussion responsive thereto under the captions Election of Directors and Nominees for Director, Election of Directors Family Relationships, Election of Directors Board and Committee Meetings and Section 16(a) Beneficial Ownership Reporting Compliance in the Companys Proxy Statement relating to the 2005 Annual Meeting of Stockholders (the 2005 Proxy Statement).
We have adopted a Code of Business Conduct and Ethics (the code of ethics) that applies to all of our directors, officers and employees. The code of ethics is filed as an exhibit that is incorporated by reference into this report. In addition, if we make any substantive amendments to the code of ethics or grant any wavier, including any implicit wavier, from a provision of the code to any of our executive officers or directors, we will disclose the nature of such amendment or waiver in a report on Form 8-K.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item is incorporated herein by reference from the discussion responsive thereto under the following captions in the 2005 Proxy Statement: Election of Directors Director Compensation, Election of Directors Executive Compensation and Election of Directors Compensation Committee Interlocks and Insider Participation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this item regarding security ownership is incorporated herein by reference from the discussion responsive thereto under the caption Share Ownership in the 2005 Proxy Statement.
This response to this item with respect to our equity compensation plans as of December 31, 2004 is incorporated herein by reference from the discussion responsive thereto under the caption Equity Compensation Plan Information in the 2005 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The response to this item is incorporated herein by reference from the discussion responsive thereto under the caption Certain Relationships and Related Transactions in the 2005 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The response to this item is incorporated herein by reference from the discussion responsive thereto under the caption Information Concerning Auditors in the 2005 Proxy Statement.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) 1. FINANCIAL STATEMENTS
The financial statements are listed under Part II, Item 8 of this Report.
2. FINANCIAL STATEMENT SCHEDULES
The financial statement schedules are included under Part II, Item 8 of this Report.
3. EXHIBITS
The exhibits filed as part of this report are listed on the Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated herein by reference.
(B) Exhibits required by Item 601 of Regulation S-K are listed on the Exhibit Index immediately following the signature page hereto.
68
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
69
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 MEDIA CORP.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
70
March 8, 2005
By:
/s/ Kevin P. Reilly, Jr.
Kevin P. Reilly, Jr.
President and Chief Executive Officer
Signature
Title
Date
/s/ Kevin P. Reilly, Jr.
Kevin P. Reilly, Jr.
President, Chief Executive Officer and Director
(Principal Executive Officer)
3/08/05
/s/ Keith A. Istre
Keith A. Istre
Chief Financial Officer
(Principal Financial and Accounting Officer)
3/08/05
/s/ Charles W. Lamar, III
Charles W. Lamar, III
Director
3/08/05
/s/ Stephen P. Mumblow
Stephen P. Mumblow
Director
3/08/05
/s/ John Maxwell Hamilton
John Maxwell Hamilton
Director
3/08/05
/s/ Thomas Reifenheiser
Thomas Reifenheiser
Director
3/08/05
/s/ Anna Reilly Cullinan
Anna Reilly Cullinan
Director
3/08/05
/s/ Robert M. Jelenic
Robert M. Jelenic
Director
3/08/05
Table of Contents
March 8, 2005
By:
/s/ Kevin P. Reilly, Jr.
Kevin P. Reilly, Jr.
President and Chief Executive Officer
Signature
Title
Date
/s/ Kevin P. Reilly, Jr.
Kevin P. Reilly, Jr.
Chief Executive Officer and Director
(Principal Executive Officer)
3/08/05
/s/ Sean E. Reilly
Sean E. Reilly
Chief Operating Officer, Vice President
and Director
3/08/05
/s/ Keith A. Istre
Keith A. Istre
Chief Financial and Accounting Officer
and Director
(Principal Financial and Accounting Officer)
3/08/05
/s/ T. Everett Stewart, Jr.
T. Everett Stewart, Jr.
Director
3/08/05
Table of Contents
INDEX TO EXHIBITS
71
72
73
EXHIBIT
NUMBER
DESCRIPTION
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 Companys
Current Report on Form 8-K (File No. 0-30242) filed on July 22, 1999, and incorporated herein
by reference.
Certificate of Incorporation of Lamar New Holding Co. Previously filed as Exhibit 3.1 to the
Companys 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.
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 Companys 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.
Certificate of Amendment of Certificate of Incorporation of Lamar Advertising Company.
Previously filed as Exhibit 3.3 to the Companys Quarterly Report on Form 10-Q for the period
ended June 30, 2000 (Filed No. 0-30242) filed on August 11, 2000, and incorporated herein by
reference.
Certificate of Correction of Certificate of Incorporation of Lamar Advertising Company.
Previously filed as Exhibit 3.4 to the Companys 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.
Amended and Restated Bylaws of the Company. Previously filed as Exhibit 3.3 to the Companys
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.
Amended and Restated Bylaws of Lamar Media Corp. 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.
Specimen certificate for the shares of Class A common stock of the Company. Previously filed
as Exhibit 4.1 to the Companys Registration Statement on Form S-1 (File No. 333-05479), and
incorporated herein by reference.
Senior Secured Note dated May 19, 1993. Previously filed as Exhibit 4.1 to the Companys
Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by reference.
Indenture dated as of September 24, 1986 relating to the Companys 8% Unsecured Subordinated
Debentures. Previously filed as Exhibit 10.3 to the Companys Registration Statement on Form
S-1 (File No. 33-59624), and incorporated herein by reference.
Indenture dated May 15, 1993 relating to the Companys 11% Senior Secured Notes due May 15,
2003. Previously filed as Exhibit 4.3 to the Companys Registration Statement on Form S-1
(File No. 33-59624), and incorporated herein by reference.
First Supplemental Indenture dated July 30, 1996 relating to the Companys 11% Senior Secured
Notes due May 15, 2003. Previously filed as Exhibit 4.5 to the Companys Registration
Statement on Form S-1(File No. 333-05479), and incorporated herein by reference.
Form of Second Supplemental Indenture in the form of an Amended and Restated Indenture dated
November 8, 1996 relating to the Companys 11% Senior Secured Notes due May 15, 2003.
Previously filed as Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 1-12407)
filed on November 15, 1996, and incorporated herein by reference.
Notice of Trustee dated November 8, 1996 with respect to the release of the security interest
in the Trustee on behalf of the holders of the Companys 11% Senior Secured Notes due May 15,
2003. Previously filed as Exhibit 4.2 to the Companys Current Report on Form 8-K filed on 15,
1996 (File No. 1-12407), and incorporated herein by reference.
Form of Subordinated Note. Previously filed as Exhibit 4.8 to the Registration Statement on
Form S-1 (File No. 333-05479), and incorporated herein by reference.
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION
Indenture dated as of December 23, 2002 among Lamar Media Corp., certain subsidiaries of
Lamar Media Corp., as guarantors and Wachovia Bank of Delaware, National, as trustee. Filed
as Exhibit 4.1 to Lamar Medias Current Report on Form 8-K (File No. 0-20833) filed on
December 27, 2002, and incorporated herein by reference.
Supplemental Indenture to the Indenture dated December 23, 2002 among Lamar Media Corp.,
certain of its subsidiaries and Wachovia Bank of Delaware, National Association, as Trustee,
dated June 9, 2003. Previously filed as Exhibit 4.31 to Lamar Medias Registration Statement
on Form S-4 (File No. 333-107427) filed on July 29, 2003, and incorporated herein by
reference.
Supplemental Indenture to the Indenture dated December 23, 2002 among Lamar Media Corp.,
certain of its subsidiaries and Wachovia Bank of Delaware, National Association, as Trustee,
dated October 7, 2003. Previously filed as Exhibit 4.1 to Lamar Medias Quarterly Report on
Form 10-Q for the period ended September 30, 2003 (File No. 1-12407) filed on November 5,
2003, and incorporated herein by reference.
Form of 7 1/4% Notes Due 2013. Filed as Exhibit 4.2 to Lamar Medias Current Report on Form
8-K (File No. 0-20833) filed on December 27, 2002, and incorporated herein by reference.
Form of Exchange Note. Filed as Exhibit 4.29 to Lamar Medias Registration Statement on Form
S-4 (File No. 333-102634), and incorporated herein by reference.
Indenture dated June 16, 2003 between Lamar Advertising Company and Wachovia Bank of
Delaware, National Association, as Trustee. Previously filed as Exhibit 4.4 to Lamar Medias
Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No. 1-12407) filed on
August 13, 2003, and incorporated herein by reference.
First Supplemental Indenture dated June 16, 2003 between Lamar Advertising Company and
Wachovia Bank of Delaware, National Association, as Trustee. Previously filed as Exhibit 4.5
to Lamar Medias Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No.
1-12407) filed on August 13, 2003, and incorporated herein by reference.
Supplemental Indenture to the Indenture dated December 23, 2002 among Lamar Media Corp.,
Lamar Canadian Outdoor Company and Wachovia Bank of Delaware, National Association, as
Trustee, dated April 5, 2004. Previously filed as Exhibit 4.1 to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2004 (File No. 0-30242) filed on August 6,
2004, and incorporated herein by reference.
The Lamar Savings and Profit Sharing Plan Trust. Previously filed as Exhibit 10.4 to the
Companys Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by
reference.
Trust under The Lamar Corporation, its Affiliates and Subsidiaries Deferred Compensation Plan
dated October 3, 1993. Previously filed as Exhibit 10.11 to the Companys Annual Report on
Form 10-K for the fiscal year ended October 31, 1995 (File No. 33-59624), and incorporated
herein by reference.
1996 Equity Incentive Plan. Previously filed as Exhibit 10.2 to the Companys 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.
Stock Purchase Agreement dated as of October 1, 1998, between the Company and the
stockholders of Outdoor Communications, Inc. named therein. Previously filed as Exhibit 2.1 to
the Companys Current Report on Form 8-K (File No. 0-20833) filed on October 15, 1998, and
incorporated herein by reference.
Second Amended and Restated Stock Purchase Agreement dated as of August 11, 1999 among the
Company, Lamar Media Corp., Chancellor Media Corporation of Los Angeles and Chancellor
Mezzanine Holdings Corporation. Previously filed as Appendix A to the Companys Schedule 14C
Information Statement filed on August 13, 1999 and incorporated herein by reference. Pursuant
to Item 601(b)(2) of Regulation S-K, the Schedules and Annexes A and B referred to in the
Second Amended and Restated Stock Purchase Agreement are omitted. The Company hereby
undertakes to furnish supplementary a copy of any omitted Schedule or Annex to the Commission
upon request.
2000 Employee Stock Purchase Plan. Previously filed as Exhibit 10.3 to Lamar Advertising
Companys 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.
Credit Agreement dated as of March 7, 2003 between Lamar Media Corp. and the Subsidiary
Guarantors party thereto, the Lenders party thereto, and JPMorgan Chase Bank, as
Administrative Agent. Previously filed as Exhibit 10.38 to Lamar Media Corp.s Registration
Statement on Form S-4/A (File No. 333-102634) filed on March 18, 2003, and incorporated herein
by reference.
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION
Joinder Agreement dated as of October 7, 2003 to Credit Agreement dated as of March 7, 2003
between Lamar Media Corp. and the Subsidiary Guarantors party thereto, the Lenders party
thereto, and JPMorgan Chase Bank, as Administrative Agent by Premere Outdoor, Inc. Previously
filed as Exhibit 10.1 to Lamar Medias Quarterly Report on Form 10-Q for the period ended
September 30, 2003 (File No. 1-12407) filed on November 5, 2003, and incorporated herein by
reference.
Amendment No. 1 dated as of January 28, 2004 to the Credit Agreement dated as of March 7,
2003 between Lamar Media Corp., the Subsidiary Guarantors a party thereto and JPMorgan Chase
Bank, as administrative agent for the lenders. Previously filed as Exhibit 4.1 to the
Companys Quarterly Report on Form 10-Q for the period ended March 31, 2004 (File No. 0-30242)
filed on May 10, 2004, and incorporated by reference.
Tranche C Term Loan Agreement dated as of February 6, 2004 between Lamar Media Corp., the
Subsidiary Guarantors a party thereto, the Tranche C Loan Lenders a party thereto and JPMorgan
Chase Bank, as administrative agent. Previously filed as Exhibit 4.2 to the Companys
Quarterly Report on Form 10-Q for the period ended March 31, 2004 (File No. 0-30242) filed on
May 10, 2004, and incorporated by reference.
Joinder Agreement dated as of April 19, 2004 to Credit Agreement dated as of March 7, 2003
between Lamar Media Corp. and Lamar Canadian Outdoor Company, the Lenders party thereto and
JPMorgan Chase Bank, as Administrative Agent. Previously filed as Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q for the period ended June 30, 2004 (File No. 0-30242)
filed on August 6, 2004, and incorporated herein by reference.
1996 Equity Incentive Plan, as amended. Previously filed as Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q for the period ended June 30, 2004 (File No. 0-30242) filed on
August 6, 2004, and incorporated herein by reference.
Tranche D Term Loan Agreement dated August 12, 2004 among Lamar Media Corp., the Subsidiary
Guarantors thereunder, the Lenders party thereto and JP Morgan Chase Bank, as Administrative
Agent. Previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
the period ended September 30, 2004 (File No. 0-30242) filed on November 15, 2004, and
incorporated herein by reference.
Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended. Filed
herewith.
Form of Agreement pursuant to the Deferred Compensation Plan of the Lamar Texas Limited
Partnership, Its Affiliates and Subsidiaries. Filed herewith.
Non-Management Director Compensation Plan, effective October 1, 2004. Filed herewith.
Statement regarding computation of per share earnings. Filed herewith.
Lamar Advertising Company Code of Business Conduct and Ethics. Previously filed as Exhibit
14.1 to the Companys Annual Report on Form 10-K for the period ended December 31, 2003 (File
No. 0-30242) filed on March 10, 2004, and incorporated herein by reference.
Subsidiaries of the Company. Filed herewith.
Consent of KPMG LLP. Filed herewith.
Certification of the Chief Executive Officer of Lamar Advertising Company and Lamar Media
Corp. 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.
Certification of the Chief Financial Officer of Lamar Advertising Company and Lamar Media
Corp. 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.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. Filed herewith.
*
Management contract or compensatory plan or arrangement in which the executive officers or
directors of the Company participate.
Exhibit 10.14
|
||
|
LAMAR ADVERTISING COMPANY | |
Notice of Grant of Stock Options
|
ID: 72-1205791 | |
and Option Agreement
|
P O BOX 66338 | |
|
BATON ROUGE, LA 70896 | |
Name
|
Option Number: 0 | |
Address
|
Plan: 97EX | |
City, State Zip
|
ID: | |
Effective mm/dd/yyyy, you have been granted a(n) Incentive Stock Option to buy # shares of LAMAR ADVERTISING COMPANY (the Company) stock at $00.00 per share.
The total option price of the shares granted is $00.00
Shares in each period will become fully vested on the date shown.
Shares
Vest Type
Full Vest
Expiration
On Vest Date
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mm/dd/yyyy
mm/dd/yyyy
On Vest Date
mm/dd/yyyy
mm/dd/yyyy
On Vest Date
mm/dd/yyyy
mm/dd/yyyy
On Vest Date
mm/dd/yyyy
mm/dd/yyyy
By your signature and the Companys signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Companys Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document.
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LAMAR ADVERTISING COMPANY
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Date | |
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NAME
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LAMAR ADVERTISING COMPANY 1996 EQUITY INCENTIVE PLAN
Incentive Stock Option Terms and Conditions
1. Plan Incorporated by Reference . This option is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan. This certificate does not set forth all the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Company.
2. Option Price . The price to be paid for each share of Common Stock issued upon exercise of the whole or any part of this Option is the Option Price set forth on the face of this certificate.
3. Exercisability Schedule . This Option may be exercised at any time and from time to time for the number of shares and in accordance with the exercisability schedule set forth on the face of this certificate, but only for the purchase of whole shares. The Option may not be exercised as to any shares after the Expiration Date.
4. Method of Exercise . To exercise this Option, the Optionholder shall deliver written notice of exercise to the Company specifying the number of shares with respect to which Option is being exercised accompanied by payment of the Option Price for such shares in cash, by certified check or in such other form, including shares of Common Stock of the Company valued at their Fair Market Value on the date of delivery, as the Committee may approve. Promptly following such a notice, the Company will deliver to the Optionholder a certificate representing the number of shares with respect to which the Option is being exercised.
5. Rights as a Stockholder or Employee . The Optionholder shall not have any rights in respect of shares as to which the Option shall not have been exercised and payment made as provided above. The Optionholder shall not have any rights to continued employment by the Company or its Affiliates by virtue of the grant of this Option.
6. Recapitalization, Mergers, Etc . As provided in the Plan, in the event of corporate transactions affecting the Companys outstanding Common Stock, the Committee shall equitably adjust the number and kind of shares subject to this Option and the exercise price hereunder or make provision for a cash payment. If such transaction involves a consolidation or merger of the Company with another entity, the sale or exchange of all or substantially all of the assets of the Company or a reorganization or liquidation of the Company, then in lieu of the foregoing, the Committee may upon written notice to the Optionholder provide that this Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In connection with such notice, the Committee may in its discretion accelerate or waive any deferred exercise period.
7. Option Not Transferrable . This Option is not transferable by the Optionholder otherwise than by the will or the laws of descent and distribution, and is exercisable, during the
Optionholders lifetime, only by the Optionholder. The naming of a Designated Beneficiary does not constitute a transfer.
8. Exercise of Option After Termination of Employment . If the Optionholders employment with (a) the Company, (b) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section 424(a) of the Code applies, is terminated for any reason other than by disability (within the meaning of section 22 (e)(3) of the Code) or death, the Optionholder may exercise the rights which were available to the Optionholder at the time of such termination only within three months from the date of termination. If Optionholders employment is terminated as a result of disability, such rights may be exercised within twelve months from the date of termination. Upon the death of Optionholder, his or her Designated Beneficiary shall have the right, at any time within twelve months after the date of death, to exercise in whole or in part any rights that were available to the Optionholder at the time of death. Notwithstanding the foregoing, no rights under this Option may be exercised after the Expiration Date.
9. Compliance with Securities Laws . It shall be a condition to the Optionholders right to purchase shares of Common Stock hereunder that the Company may, in its discretion, require (a) that the shares of Common Stock reserved for issue upon the exercise of this Option shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Companys Common Stock may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed purchase shall be exempt from registration under that Act and the Optionholder shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such shares by the Company shall have been taken by the Company or the Optionholder, or both. The certificates representing the shares purchased under this Option may contain such legends as counsel for the Company shall consider necessary to comply with any applicable law.
10. Payment of Taxes . The Optionholder shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld with respect to the exercise of this Option. The Committee may, in its discretion, require any other Federal or state taxes imposed on the sale of the shares to be paid by the Optionholder. In the Committees discretion, such tax obligation may be paid in whole or in part in shares of Common Stock, including shares retained from the exercise of this Option, valued at their Fair Market Value on the date of delivery. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Optionholder.
11. Notice of Sale of Shares Required . The Optionholder agrees to notify the Company in writing within 30 days of the disposition of any shares purchased upon exercise of this Option if such disposition occurs within two years of the date of the grant of this Option or within one year after such purchase.
Exhibit 10.15
LAMAR TEXAS LIMITED PARTNERSHIP
ITS AFFILIATES AND SUBSIDIARIES
DEFERRED COMPENSATION PLAN
THIS AGREEMENT made this first day of ___, by and between Lamar Texas Limited Partnership, its Affiliates and Subsidiaries (Lamar), and ___(the EMPLOYEE).
In consideration of the agreements hereinafter contained the parties agree as follows:
1. Employment Heretofore . Lamar has heretofore employed the Employee and the Employee is serving Lamar in such capacity as Lamar may designate from time to time, continuing until terminated by either party.
2. Attention to Work . During the term of his/her employment, the Employee shall devote all of his/her time, attention, skill and efforts to the performance of his/her duties for Lamar.
3. Compensation . Lamar is paying the Employee a certain monthly salary as Lamar may from lime to time determine. Lamar may also pay deferred compensation as provided in paragraph 5 below, unless forfeited by the occurrence of any of the events of forfeiture specified in paragraph 6, below.
4. Deferred Compensation Plan . (a) Lamar shall have the option of paying to a Deferred Compensation Rabbi Trust, and crediting a book reserve (the Deferred Compensation Account) established for this purpose, the deferred compensation specified in Schedule A in this agreement. Lamar also has the option of modifying Schedule A. Deferred compensation shall not be awarded to any Employee until that Employee has reached his/her thirtieth (30 th ) birthday, has been employed by Lamar or its affiliates for ten (10) years and has reached the status of manager. Deferred compensation paid by Lamar, if any, shall be credited to the Deferred Compensation Account on the ___day of ___on the first year of eligibility and on the same day of each year thereafter as long as the Employee is employed by Lamar.
(b) Any funds paid to the Deferred Compensation Rabbi Trust may be kept in cash or invested and reinvested in mutual funds, stocks, bonds, securities, or any other assets as may be selected by the Trustee in its discretion. In the exercise of the discretionary investment powers, the Trustee may engage investment counsel and, if it so desires, may delegate to such counsel full or limited authority to select the assets in which the funds are to be invested.
(c) From time to time Lamar may designate an investment manager other than the Trustee to select the assets in which the funds are to be invested.
(d) The Employee agrees on behalf of himself/herself and his/her designated beneficiary to assume all risk in connection with any decrease in value of the funds, which are invested or which continue to be invested in accordance with the provisions of this Agreement.
5. Benefit Payments . The benefits to be paid as deferred compensation (unless they are forfeited by the occurrence of any of the events of forfeiture specified in paragraph 6) are as follows:
(a) If the Employees employment hereunder is terminated on or after the Employee has reached the age of 60, for any reason other than death, Lamar shall direct Trustee to pay to the Employee an amount equal to the fair market value of the assets in the Employees Deferred Compensation Account as of such date.
(b) If the Employees employment hereunder is terminated for any reason other than death and disability but before the Employee shall have reached the age of 60, then the fair market value of assets in the Employees Deferred Compensation Account shall be paid to Employee by Lamar in one lump sum payment. This payment shall be made within six (6) months of the time of termination.
(c) If the Employees employment is terminated because of disability before he/she has reached the age of 60 and while he/she is in the employ of Lamar, then Lamar shall make payments to the Employee in the same manner and to the same extent as provided in paragraph 5 (a).
(d) If the Employees employment is terminated because of death, the interest of the Employee in this plan is payable in full to the participants surviving spouse, unless there is no surviving spouse or the spouse consents in the manner required to a designated beneficiary.
(1) The spouse of the Employee must consent in writing to a beneficiary other than the spouse. This designation may not be changed without spousal consent (or the consent of the spouse expressly permits designations by the participant without any requirement of further consent by the spouse). The spouses consent acknowledges the effect of such election and is witnessed by a plan representative or a notary public.
(2) The spousal consent requirement is waived if it is established to the satisfaction of Lamar that consent cannot be obtained because there is no spouse, or because the spouse cannot be located.
(3) If there is not a surviving spouse, and if no beneficiary shall have been designated, or if no designated beneficiary shall survive the Employee, the payments shall be payable to the Employees estate.
(e) The Employee shall be deemed to have become disabled for purposes of paragraph 5 (c), if Lamar shall find on the basis of medical evidence satisfactory to Lamar that the Employee is totally disabled, mentally or physically, so as to be prevented from engaging in further employment by Lamar and that such disability will be permanent and continuous during the remainder of his/her life.
(f) The lump sum payment to be made to the Employee under paragraph 5 (b) and 5 (c), above shall he made on the first day of the second month next following the date of the termination of his/her employment, and the payment to be made to the Employee under paragraph 5 (a), above shall be made on the first day of the second month next following the date on which the Employee shall have reached the age of 60. The payments to be made to the designated beneficiary under the provisions of this paragraph 5 (d) shall be made on a date to be selected by Lamar but within three (3) months from the date of death of the Employee.
(g) Notwithstanding anything herein contained to the contrary, Lamar shall have the right in its sole discretion to vary the manner and time of making all distributions provided in the paragraphs above, and may make such distributions in lump sums or over a shorter or longer period of time, as Lamar may find appropriate.
(h) Payments to employees or their beneficiaries are considered wages, and are subject to federal and state income tax, as well as FICA, which may be withheld when the funds are distributed. In accordance with the Social Security Act, payments may also reduce social security benefits to the employee or beneficiary.
6. Forfeiture of Benefits . Notwithstanding anything herein contained to the contrary, no payment of deferred compensation shall be made and all rights under the Agreement of the Employee, his/her designated beneficiary, executors or administrators, or any other person, to receive payments thereof shall be forfeited if the employee is discharged for malfeasance or wrongful conduct.
7. Non-competition Agreement . (a) Employee agrees that continued employment by Lamar will build an intangible asset of goodwill of value to Lamar. In consideration of the employment of Employee by Lamar, of the expenses incurred by Lamar in the training of Employee, and of other performance by Lamar, the Employee agrees that, for a period of two (2) years from termination of employment for any reason whatsoever, including termination by Lamar, he/she will not knowingly, directly or indirectly, own, manage, operate, jointly control, lend money to, endorse the obligations of, or participate in or be connected with as an officer, employee, stockholder, partner, counselor, adviser, or otherwise, any business engaged to any extent in the outdoor advertising business nor will Employee solicit site leases or customers for such business: (a) within a fifty (50) mile radius of the present as well as the future office site where he/she performs or will perform services for Lamar, or (b) within a fifty (50) mile radius of any outdoor advertising plant previously served by Employee in any capacity for Lamar. Employee acknowledges that the remedy at law for any breach of this provision will be inadequate, and that Lamar, or its assigns shall be entitled to injunctive relief should Employee breach this provision.
(b) The parties intend that this covenant shall be construed as a series of separate covenants, one for each county encompassed within the area described. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraph. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants on the ground of unreasonable area, then this unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be
enforced. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants on the ground of unreasonable time, then the time of non-competition shall be reduced to a reasonable time.
(c) Employee has carefully read the provisions of this paragraph and agrees that the time period and geographical area of restriction are fair and reasonable and are necessary for the protection of Lamars interests.
(d) Employee agrees that upon termination of this agreement for any reason whatsoever, including termination by Lamar for any reason, Employee will not solicit any of the customers or site lessors of: (1) the outdoor advertising plant managed by Employee at the time of termination, or (2) of any other outdoor advertising plant previously managed or served by Employee for Lamar or for any of its affiliated partnerships or corporations, nor will Employee offer to hire, or in fact employ or enter into any partnership, corporation or other business relationship, directly or indirectly, any of the employees, managers, or independent contractors of Lamar, of the outdoor advertising plant managed by Employee at the time of termination, or of any other outdoor advertising plant previously managed or served by Employee for Lamar, or any of its affiliated partnerships or corporations, for a period of two (2) years after termination of this Agreement. Employee acknowledges that the intangible asset of the goodwill of Lamar and the outdoor advertising plant managed by Employee will be damaged significantly should such customers be solicited or employees hired by Employee, and, further, as an amount arrived at in good faith by both parties on the date of this Agreement and estimated to reasonably compensate Lamar of the monetary loss which Lamar sustains, Employee agrees to pay to Lamar or its assigns twenty-five thousand and no/100 ($25,000) dollars in the event of a breach of this covenant.
8. Non-assignability . (a) The right of the Employee or any other person to the payment of deferred compensation or other benefits under this Agreement shall not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution.
(b) The Plan recognizes that the non-employee spouse may have a claim to a portion of the right to receive assets from the fund, according to State property law. In the event of divorce, the former spouse who does have such a claim, shall have the right to elect to receive benefit payment under the Retirement Plan after the earlier to occur of the first date for payment allowed under the Plan, or after the Employee reaches the earliest retirement age under the Plan.
(c) Notwithstanding any other provision of law, this agreement does not create any right title, or interest, which can be sold, assigned, transferred, or otherwise disposed of (including by inheritance) by a spouse or former spouse.
9. Incapacity . If Lamar shall find that any person to whom any payment is payable under this Agreement is unable to care for his/her affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by Lamar to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as Lamar may determine. Any such payment shall be a complete discharge of the liabilities of Lamar under this Agreement.
10. Not an Employment Agreement . Nothing contained herein shall be construed as conferring upon the Employee the right to continue in the employ of Lamar as an executive or in any other capacity.
11. Not Compensation for Qualified Plan . Any deferred compensation payable under this Agreement shall not be deemed salary or other compensation to the Employee for the purpose of computing benefits to which he may be entitled under any pension plan or other arrangement of Lamar for the benefit of its employees.
12. Interpretation . Lamar shall have full power and authority to interpret, construe and administer this Agreement and Lamars interpretations and construction thereof, and actions thereunder, including any valuation of the Deferred Compensation Account, or the amount or recipient of the payment to be made therefrom, shall be binding and conclusive on all persons for all purposes. No employee of Lamar shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Agreement unless attributable to his/her own willful misconduct or lack of good faith.
13. Governing Law . This Agreement shall be construed in accordance with and governed by the law of the State of Louisiana.
In WITNESS WHEREOF, Lamar has caused this Agreement to be executed by its duly authorized officers and Employee has hereunto set his/her hand and seal as of the date first above written.
LAMAR TEXAS LIMITED PARTNERSHIP
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By | ||||
Kevin P. Reilly, Jr. | ||||
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James R. McIlwain, Secretary
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Employee |
Exhibit 10.16
Lamar Advertising Company
Non-Management Director Compensation Plan
(effective October 1, 2004)
Director Fees
Recipient | Annual Fee | Payment Schedule | ||||||
Each non-management director
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$ | 36,000 | * | monthly | ||||
Chair of Compensation Committee and
Nominating and Governance
Committee
1
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$ | 4,500 | quarterly | |||||
Each member of the Audit Committee
|
$ | 9,000 | quarterly | |||||
Chair of the Audit Committee
|
$ | 9,000 | quarterly |
*Non-management directors are also reimbursed for travel expenses incurred to attend board meetings.
Stock Options
At the discretion our Compensation Committee, our independent, non-management directors may also receive option grants from time to time.
1 | The same director currently serves as chair of both committees. |
EXHIBIT 11.1
Lamar Advertising Company and Subsidiaries Earnings Per Share Computation Information
Years ended December 31, 2004, 2003 and 2002
The above earnings per share (EPS) calculations are submitted in accordance with Statement of
Financial Accounting Standards No. 128. An EPS calculation in accordance with Regulation S-K item
601 (b) (11) is not shown above for the years ended December 31, 2004, 2003 and 2002 because it
produces an antidilutive result. The following information is disclosed for purposes of calculating
antidilutive EPS for that period.
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
2004
2003
2002
$
12,790,000
$
(80,360,000
)
$
(36,693,000
)
104,041,030
102,686,780
101,089,215
530,453
104,571,483
102,686,780
101,089,215
$
0.12
$
(0.78
)
$
(0.36
)
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
2004
2003
2002
$
12,790,000
$
(80,360,000
)
$
(36,693,000
)
5,042,031
7,718,327
9,207,188
$
17,832,031
$
(72,641,673
)
$
(27,485,812
)
104,041,030
102,686,780
101,089,215
530,453
360,578
546,242
5,581,755
6,365,931
6,216,210
110,153,238
109,413,289
107,851,667
$
0.16
$
(0.66
)
$
(0.25
)
Exhibit 21.1
Subsidiaries of Lamar
Advertising Company
STATE OR OTHER
JURISDICTION OF
EXACT NAME OF REGISTRANT AS
INCORPORATION OR
SPECIFIED IN ITS CHARTER
ORGANIZATION
Delaware
Washington
Nova Scotia, Canada
Colorado
Delaware
Florida
Florida
Kansas
Kentucky
Colorado
Kentucky
Michigan
South Dakota
Delaware
Louisiana
Louisiana
Delaware
Mississippi
Florida
Tennessee
Louisiana
Texas
Michigan
Minnesota
Missouri
Nebraska
Nevada
New Mexico
Ohio
STATE OR OTHER
JURISDICTION OF
EXACT NAME OF REGISTRANT AS
INCORPORATION OR
SPECIFIED IN ITS CHARTER
ORGANIZATION
Delaware
Florida
South Carolina
Tennessee
Texas
Texas
Louisiana
Louisiana
Delaware
Delaware
Delaware
Delaware
Utah
Virginia
Louisiana
Delaware
Louisiana
Florida
Pennsylvania
Arizona
Delaware
Delaware
Delaware
Delaware
Delaware
Oklahoma
Oklahoma
Oklahoma
Oklahoma
Georgia
Mississippi
STATE OR OTHER
JURISDICTION OF
EXACT NAME OF REGISTRANT AS
INCORPORATION OR
SPECIFIED IN ITS CHARTER
ORGANIZATION
New Jersey
Oklahoma
Louisiana
Delaware
Ohio
Pennsylvania
Pennsylvania
Nevada
Delaware
Delaware
Maine
California
Washington
Oklahoma
California
California
California
Illinois
Louisiana
Georgia
Canada
Delaware
Oregon
Oregon
British Columbia
Oregon
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
We consent to incorporation by reference in the Registration Statements of Lamar Advertising
Company and Lamar Media Corp. on Forms S-8 (Nos. 333-89034, 333-10337, 333-79571, 333-37858,
333-34840, 333-116007 and 333-116008), S-3 (No. 333-108688 and 333-48288) and S-4 (No. 333-108689,
333-120937, and 333-48266) of (a) our reports dated March 8, 2005 with respect to Lamar Advertising
Company and subsidiary consolidated financial statements and related financial statement schedule,
managements assessment of the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting, (b) our reports dated March 8, 2005 with
respect to Lamar Media Corp. and subsidiaries consolidated financial statements and related
financial statement schedule, managements assessment of the effectiveness of internal control over
financial reporting and the effectiveness of internal control over financial reporting which
reports appear in the December 31, 2004, annual report on Form 10-K of Lamar Advertising Company.
Our reports refer to the adoption of the provisions of SFAS No. 143, Accounting for Assets
Retirement Obligations on January 1, 2003.
/s/ KPMG LLP
KPMG LLP
New Orleans, Louisiana
Lamar Advertising Company:
March 8, 2005
Exhibit 31.1
CERTIFICATION
I, Kevin P. Reilly, Jr., certify that:
Date: March 9, 2005
1.
I have reviewed this combined annual report on Form 10-K 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 registrant 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 fourth fiscal quarter 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/ Kevin P. Reilly, Jr.
Kevin P. Reilly, Jr.
Chief Executive Officer, Lamar Advertising Company
Chief Executive Officer, Lamar Media Corp.
Exhibit 31.2
CERTIFICATION
I, Keith A. Istre, certify that:
Date: March 9, 2005
1.
I have reviewed this combined annual report on Form 10-K 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 registrant 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 fourth fiscal quarter 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
Keith A. Istre
Chief Financial Officer, Lamar Advertising Company
Chief Financial Officer, Lamar Media Corp.
Exhibit 32.1
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
Certification of Periodic Financial Report
Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Each of the undersigned officers of Lamar Advertising Company (Lamar) and Lamar Media Corp. (Media) certifies, to his knowledge and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the combined Annual Report on Form 10-K of Lamar and Media for the year ended December 31, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in that combined Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Lamar and Media.
Dated: March 9, 2005 | By: | /s/ Kevin P. Reilly, Jr. | ||
Kevin P. Reilly, Jr. | ||||
Chief Executive Officer, Lamar Advertising Company
Chief Executive Officer, Lamar Media Corp. |
||||
Dated: March 9, 2005 | By: | /s/ Keith A. Istre | ||
Keith A. Istre | ||||
Chief Financial Officer, Lamar Advertising Company
Chief Financial Officer, Lamar Media Corp. |
||||