þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware | 72-1449411 | |
Delaware | 72-1205791 | |
(State or other jurisdiction of incorporation or | (I.R.S Employer | |
organization) | Identification No.) | |
5551 Corporate Blvd., Baton Rouge, LA | 70808 | |
(Address of principle executive offices) | (Zip Code) |
| expected operating results; | ||
| market opportunities; | ||
| acquisition opportunities; | ||
| stock repurchase program; | ||
| ability to compete; and | ||
| stock price. |
| 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; | ||
| the market price of the Companys Class A common stock; | ||
| the existence and nature of investment and digital deployment opportunities available to the Company from time to time; and | ||
| the regulation of the outdoor advertising industry by federal, state and local governments. |
2
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Lamar Advertising Company
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Lamar Media Corp.
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14 | ||||||||
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15 | ||||||||
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17 - 22 | ||||||||
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23 | ||||||||
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23 | ||||||||
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24 | ||||||||
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24 | ||||||||
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24 | ||||||||
Amended and Restated Certificate of Incorporation | ||||||||
Series D Incremental Loan Agreement | ||||||||
Statement Regarding Computation of Earnings to Fixed Charges | ||||||||
Statement Regarding Computation of Earnings to Fixed Charges | ||||||||
Certification of CEO Pursuant to Section 302 | ||||||||
Certification of CFO Pursuant to Section 302 | ||||||||
Certification Pursuant to Section 906 |
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
SUBSIDIARIES
Table of Contents
SUBSIDIARIES
Three months ended
March 31,
2007
2006
$
275,185
$
253,333
100,783
95,209
55,302
47,811
14,572
11,480
73,318
73,178
(312
)
(1,678
)
243,663
226,000
31,522
27,333
(15,448
)
(493
)
(227
)
31,845
24,843
15,904
24,616
15,618
2,717
6,779
1,177
8,839
1,540
91
91
$
8,748
$
1,449
$
0.09
$
0.01
$
0.09
$
0.01
$
3.25
$
99,222,644
105,009,487
842,221
847,519
100,064,865
105,857,006
Table of Contents
SUBSIDIARIES
Three months ended
March 31,
2007
2006
$
8,839
$
1,540
73,318
73,178
9,447
2,998
1,090
1,213
(15,760
)
(1,678
)
3,981
(5,708
)
1,148
1,161
1,033
(131
)
(18,858
)
(18,104
)
(4,391
)
3,465
4,327
(138
)
(27,062
)
(22,679
)
(3,760
)
(196
)
33,352
34,921
(60,067
)
(66,601
)
(50,064
)
(46,558
)
19,857
1,388
9,056
(81,218
)
(111,771
)
(130,106
)
(114,214
)
4,967
22,670
(27
)
(795
)
482,000
157,000
(2,107
)
(318,394
)
(91
)
36,333
64,570
16
(11,517
)
(12,280
)
11,796
19,419
$
279
$
7,139
$
50,262
$
36,689
$
1,627
$
3,316
Table of Contents
SUBSIDIARIES
Shares
469,646
( 21,012
)
448,634
Table of Contents
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
Three months
Three months
ended
ended
March 31, 2007
March 31, 2006
$
200
$
360
1,587
1,476
699
1,162
6,961
(3,332
)
( 503
)
$
6,115
$
2,495
$
0.06
$
0.02
$
0.06
$
0.02
Total
$
1,011
29,956
453
24,316
153
4,401
(223
)
$
60,067
Table of Contents
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
Three months ended
March 31,
2007
2006
$
275,956
$
256,938
$
8,538
$
210
$
0.09
$
$
0.08
$
Three months ended
March 31,
2007
2006
$
69,128
$
70,005
1,691
1,614
2,499
1,559
$
73,318
$
73,178
Estimated
March 31, 2007
December 31, 2006
Life
Gross Carrying
Accumulated
Gross Carrying
Accumulated
(Years)
Amount
Amortization
Amount
Amortization
7 10
$ 448,458
$ 386,017
$ 444,167
$ 380,374
3 15
60,419
55,966
60,279
55,466
15
1,285,903
495,315
1,262,525
474,151
5 15
13,600
9,978
13,537
9,667
1,808,380
947,276
1,780,508
919,658
$ 1,612,197
$ 253,635
$ 1,611,341
$253,635
Table of Contents
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
$
1,611,341
856
$
1,612,197
$
141,503
383
2,292
( 691
)
$
143,487
Principal Payment Date
Principal Amount
$
3,125
$
6,250
$
9,375
$
43,750
Principal Payment Date
Principal Amount
$
812.5
$
309,562.5
Table of Contents
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
Table of Contents
Table of Contents
AND SUBSIDIARIES
(IN THOUSANDS, EXCEPT SHARE DATA)
Table of Contents
AND SUBSIDIARIES
(IN THOUSANDS)
Three months ended
March 31,
2007
2006
$
275,185
$
253,333
100,783
95,209
55,302
47,811
14,457
11,350
73,318
73,178
(312
)
(1,678
)
243,548
225,870
31,637
27,463
(15,448
)
(493
)
(227
)
31,554
24,327
15,613
24,100
16,024
3,363
7,164
1,458
$
8,860
$
1,905
Table of Contents
AND SUBSIDIARIES
(IN THOUSANDS)
Three months ended
March 31,
2007
2006
$
8,860
$
1,905
73,318
73,178
9,447
2,998
799
698
(15,760
)
(1,678
)
3,749
(1,144
)
1,148
1,161
1,033
(131
)
(18,858
)
(18,104
)
(5,910
)
(404
)
4,327
(138
)
(26,710
)
(23,153
)
9,609
22,279
45,052
57,467
(60,067
)
(66,601
)
(50,064
)
(46,525
)
9,056
19,857
1,388
(81,218
)
(111,738
)
(27
)
(795
)
482,000
157,000
(455,233
)
(114,214
)
(2,107
)
24,633
41,991
16
(11,517
)
(12,280
)
11,796
19,419
$
279
$
7,139
$
50,262
$
36,689
$
1,627
$
3,316
$
$
Table of Contents
AND SUBSIDIARIES
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
Table of Contents
Three months ended
March 31,
(in thousands)
2007
2006
$
20,525
$
17,261
15,786
18,027
1,774
1,605
439
214
9,100
7,273
2,440
2,178
$
50,064
$
46,558
Table of Contents
Table of Contents
Three months ended
March 31,
2007
2006
(in thousands)
$
275,185
$
253,333
2,803
$
275,185
$
256,136
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.
Table of Contents
a total debt ratio, defined as total consolidated debt to EBITDA, as defined below, for
the most recent four fiscal quarters, of 6.00 to 1.
a fixed charges coverage ratio, defined as EBITDA, as defined below, for the most recent
four fiscal quarters to the sum of (1) the total payments of principal and interest on debt
for such period, plus (2) capital expenditures made during such period, plus (3) income and
franchise tax payments made during such period, plus (4) dividends, of greater than 1.05 to
1.
Payments Due by Period
Less Than
After
Contractual Obligations
Total
1 Year
1 - 3 Years
4 - 5 Years
5 Years
(In millions)
$
2,472.4
$
16.5
$
109.6
$
680.1
$
1,666.2
1,021.2
162.8
327.0
285.8
245.6
$
3,493.6
$
179.3
$
436.6
$
965.9
$
1,911.8
(1)
Interest rates on our variable rate instruments are assuming rates at
the March 2007 levels.
Table of Contents
Table of Contents
Three months ended
March 31,
2007
2006
(in thousands)
$
275,185
$
253,333
2,803
$
275,185
$
256,136
Table of Contents
Table of Contents
Approximate | ||||||||||||||||
Total No. | Dollar Value of | |||||||||||||||
of Shares Purchased | Shares that May | |||||||||||||||
Total No. | Avg. Price | as Part of | Yet Be Purchased | |||||||||||||
of Shares | Paid | Publicly Announced | Under the | |||||||||||||
Period | Purchased | per Share | Plans or Programs | Plans or Programs | ||||||||||||
February 1 through February
28, 2007
(1)
|
392,211 | $ | 64.19 | 392,211 | $ | 575,498,635 | ||||||||||
March
1 through March 31,
2007
(2)(3)
|
1,743,688 | $ | 64.04 | 1,743,688 | $ | 463,835,715 |
(1) | On December 29, 2006, the Company entered into a written repurchase plan with its broker under Rule 10b5-1 of the Exchange Act. This plan allowed the Company to repurchase shares (as set forth in the plan) under the repurchase program during the Companys self-imposed blackout period. | |
(2) | Includes 66,586 shares of Class A common stock withheld to satisfy tax withholding obligations in respect of shares issued pursuant to performance based stock awards. | |
(3) | Includes 35,366 shares of Class A common stock withheld to satisfy tax withholding obligations in respect of shares issued pursuant to special stock awards made to holders of vested options as of March 22, 2007. |
|
LAMAR ADVERTISING COMPANY | |
|
||
DATED: May 9, 2007
|
BY: /s/ Keith A. Istre | |
|
||
|
Chief Financial and Accounting Officer and Treasurer | |
|
||
|
LAMAR MEDIA CORP. | |
|
||
DATED: May 9, 2007
|
BY: /s/ Keith A. Istre | |
|
||
|
Chief Financial and Accounting Officer and Treasurer |
24
25
EXHIBIT
NUMBER
DESCRIPTION
Restated Certificate of Incorporation of the Company. Previously filed as Exhibit 3.1 to the
Companys Annual Report on Form 10-K (File No. 0-30242) filed on February 22, 2006 and
incorporated herein by reference.
Amended and Restated Certificate of Incorporation of Lamar Media. Filed herewith.
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. 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.
Series D Incremental Loan Agreement dated as of January 17, 2007 between Lamar Advertising
of Puerto Rico., Lamar Media, the Subsidiary Guarantors named therein, the Series D
Incremental Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent. Filed herewith.
Series E Incremental Loan Agreement dated as of March 28, 2007 between Lamar Media, the
Subsidiary Guarantors named therein, the Series E Incremental Lenders named therein and
JPMorgan Chase Bank, N.A., as Administrative Agent. Previously filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K (File No. 0-30242) filed on March 29, 2007 and
incorporated herein by reference.
Series F Incremental Loan Agreement dated as of March 28, 2007 between Lamar Media, the
Subsidiary Guarantors named therein, the Series F Incremental Lenders named therein and
JPMorgan Chase Bank, N.A., as Administrative Agent. Previously filed as Exhibit 10.2 to the
Companys Current Report on Form 8-K (File No. 0-30242) filed on March 29, 2007 and
incorporated herein by reference.
Amendment No. 3 dated as of March 28, 2007 to the Credit Agreement dated as of September 30,
2005 between Lamar Media, the Subsidiary Borrower named therein, the Subsidiary Guarantors
named therein and JPMorgan Chase Bank, N.A., as Administrative Agent. Previously filed as
Exhibit 99.1 to the Companys Current Report on Form 8-K (File No. 0-30242) filed on March 29,
2007 and incorporated herein by reference.
Summary of Compensatory Arrangements. Previously filed on the Companys Current Report on
Form 8-K (File No. 0-30242) filed on March 19, 2007 and incorporated herein by reference.
Statement regarding computation of earnings to fixed charges for the Company. Filed
herewith.
Statement regarding computation of earnings to fixed charges for Lamar Media. Filed
herewith.
Certification of the Chief Executive Officer of Lamar Advertising Company and Lamar Media
pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
Certification of the Chief Financial Officer of Lamar Advertising Company and Lamar Media
pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. Filed herewith.
1. | The name of the Corporation is Lamar Media Corp. The name under which the Corporation was originally incorporated is Lamar Advertising Company. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware (the Secretary) on October 23, 1989. | |
2. | That the pursuant to Section 242 of the General Corporation Law of the State of Delaware, the amendment and restatement herein set forth have been duly approved by the Board of Directors and the sole stockholder of the Corporation. | |
3. | Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation to read in full as follows: |
- 2 -
LAMAR MEDIA CORP.
|
||||
By: | /s/ Kevin P. Reilly, Jr. | |||
Kevin P. Reilly, Jr. | ||||
President | ||||
- 3 -
- 2 -
- 3 -
Principal Payment Date
Principal Amount
$
87,500
$
87,500
$
87,500
$
87,500
$
87,500
$
87,500
$
87,500
$
87,500
$
262,500
$
262,500
$
262,500
$
262,500
$
262,500
$
262,500
$
262,500
$
262,500
$
1,050,000
$
1,050,000
$
1,050,000
$
1,050,000
- 4 -
Range
|
||||||||
of
|
Base Rate Series D | Eurodollar Series D | ||||||
Total Debt Ratio
|
Incremental Loans | Incremental Loans | ||||||
Greater than or equal to 5.00
to 1
|
0.250 | % | 1.250 | % | ||||
|
||||||||
Less than 5.00 to 1 and
greater than or equal to 3.00
to 1
|
0.000 | % | 1.000 | % | ||||
|
||||||||
Less than 3.00 to 1 and
greater than or equal to 2.50
to 1
|
0.000 | % | 0.875 | % | ||||
|
||||||||
Less than 2.50 to 1
|
0.000 | % | 0.750 | % |
- 5 -
- 6 -
- 7 -
- 8 -
LAMAR TRANSIT ADVERTISING CANADA LTD. | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Name: Keith A. Istre | |||
|
Title: Vice President Chief Financial Officer |
LAMAR MEDIA CORP. | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Name: Keith A. Istre | |||
|
Title: Executive Vice President Chief Financial Officer |
- 10 -
INTERSTATE LOGOS, L.L.C. | ||||
THE LAMAR COMPANY, L.L.C. | ||||
LAMAR CENTRAL OUTDOOR, LLC | ||||
|
||||
By: Lamar Media Corp., | ||||
Their Managing Member | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: | Executive Vice-President/ | ||
|
Chief Financial Officer |
LAMAR ADVERTISING SOUTHWEST, INC. | ||||
LAMAR OKLAHOMA HOLDING COMPANY, INC. | ||||
LAMAR DOA TENNESSEE HOLDINGS, INC. | ||||
LAMAR OBIE CORPORATION | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: |
Executive Vice-President/Chief
Financial Officer |
- 11 -
MISSOURI LOGOS, LLC | ||||
KENTUCKY LOGOS, LLC | ||||
OKLAHOMA LOGOS, L.L.C. | ||||
MISSISSIPPI LOGOS, L.LC. | ||||
DELAWARE LOGOS, L.L.C. | ||||
NEW JERSEY LOGOS, L.L.C. | ||||
GEORGIA LOGOS, L.L.C. | ||||
VIRGINIA LOGOS, LLC | ||||
MAINE LOGOS, L.L.C. | ||||
WASHINGTON LOGOS, L.L.C. | ||||
|
||||
By: Interstate Logos, L.L.C. | ||||
Their Managing Member | ||||
By: Lamar Media Corp. | ||||
Its: Managing Member | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: | Executive Vice-President/ | ||
|
Chief Financial Officer |
- 12 -
NEBRASKA LOGOS, INC. | ||||
OHIO LOGOS, INC. | ||||
UTAH LOGOS, INC. | ||||
SOUTH CAROLINA LOGOS, INC. | ||||
MINNESOTA LOGOS, INC. | ||||
MICHIGAN LOGOS, INC. | ||||
FLORIDA LOGOS, INC. | ||||
NEVADA LOGOS, INC. | ||||
TENNESSEE LOGOS, INC. | ||||
KANSAS LOGOS, INC. | ||||
COLORADO LOGOS, INC. | ||||
NEW MEXICO LOGOS, INC. | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: | Executive Vice-President/ | ||
|
Chief Financial Officer |
TEXAS LOGOS, L.P. | ||||
|
||||
By: Oklahoma Logos, L.L.C. | ||||
Its: General Partner | ||||
By: Interstate Logos, L.L.C. | ||||
Its: Managing Member | ||||
By: Lamar Media Corp. | ||||
Its: Managing Member | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: | Executive Vice-President/ | ||
|
Chief Financial Officer |
- 13 -
LAMAR ADVERTISING OF COLORADO SPRINGS, INC. | ||||
LAMAR TEXAS GENERAL PARTNER, INC. | ||||
TLC PROPERTIES, INC. | ||||
TLC PROPERTIES II, INC. | ||||
LAMAR PENSACOLA TRANSIT, INC. | ||||
LAMAR ADVERTISING OF YOUNGSTOWN, INC. | ||||
LAMAR ADVERTISING OF MICHIGAN, INC. | ||||
LAMAR ELECTRICAL, INC. | ||||
AMERICAN SIGNS, INC. | ||||
LAMAR OCI NORTH CORPORATION | ||||
LAMAR OCI SOUTH CORPORATION | ||||
LAMAR ADVERTISING OF KENTUCKY, INC. | ||||
LAMAR FLORIDA, INC. | ||||
LAMAR ADVERTISING OF SOUTH DAKOTA, INC. | ||||
LAMAR OHIO OUTDOOR HOLDING CORP. | ||||
OUTDOOR MARKETING SYSTEMS, INC. | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: | Executive Vice-President/ | ||
|
Chief Financial Officer |
- 14 -
LAMAR ADVERTISING OF PENN, LLC | ||||
LAMAR ADVERTISING OF LOUISIANA, L.L.C. | ||||
LAMAR TENNESSEE, L.L.C. | ||||
LC BILLBOARD, L.L.C. | ||||
LAMAR AIR, L.L.C. | ||||
|
||||
By: The Lamar Company, L.L.C. | ||||
Their Managing Member | ||||
By: Lamar Media Corp. | ||||
Its: Managing Member | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: |
Executive Vice-President/Chief
Financial Officer |
LAMAR TEXAS LIMITED PARTNERSHIP | ||||
|
||||
By: Lamar Texas General Partner, Inc. | ||||
Its: General Partner | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: | Executive Vice-President/ | ||
|
Chief Financial Officer |
- 15 -
TLC PROPERTIES, L.L.C. | ||||
TLC FARMS, L.L.C. | ||||
|
||||
By: TLC Properties, Inc. | ||||
Their Managing Member | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: | Executive Vice-President/ | ||
|
Chief Financial Officer |
LAMAR T.T.R., L.L.C. | ||||
|
||||
By: Lamar Advertising of Youngstown, Inc. | ||||
Its: Managing Member | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: | Executive Vice-President/ | ||
|
Chief Financial Officer |
OUTDOOR MARKETING SYSTEMS, L.L.C. | ||||
|
||||
By: Outdoor Marketing Systems, Inc. | ||||
Its: Managing Member | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: |
Executive Vice-President/Chief
Financial Officer |
- 16 -
LAMAR ADVANTAGE HOLDING COMPANY | ||||
PREMERE OUTDOOR, INC. | ||||
|
||||
|
By: | /s/ Keith A. Istre | ||
|
||||
|
Title: | Executive Vice-President/ | ||
|
Chief Financial Officer |
OUTDOOR PROMOTIONS WEST, LLC | ||||
TRIUMPH OUTDOOR RHODE ISLAND, LLC | ||||
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By: Triumph Outdoor Holdings, LLC | ||||
Their Managing Member | ||||
By: Lamar Central Outdoor, LLC | ||||
Its: Managing Member | ||||
By: Lamar Media Corp. | ||||
Its: Managing Member | ||||
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By: | /s/ Keith A. Istre | ||
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Title: | Executive Vice-President/ | ||
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Chief Financial Officer |
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TRIUMPH OUTDOOR HOLDINGS, LLC | ||||
LAMAR ADVANTAGE GP COMPANY, LLC | ||||
LAMAR ADVANTAGE LP COMPANY, LLC | ||||
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By: Lamar Central Outdoor, LLC | ||||
Their Managing Member | ||||
By: Lamar Media Corp. | ||||
Its: Managing Member | ||||
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By: | /s/ Keith A. Istre | ||
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Title: | Executive Vice-President/ | ||
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Chief Financial Officer |
LAMAR ADVANTAGE OUTDOOR COMPANY, L.P. | ||||
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By: Lamar Advantage GP Company, LLC | ||||
Its: General Partner | ||||
By: Lamar Central Outdoor, LLC | ||||
Its: Managing Member | ||||
By: Lamar Media Corp. | ||||
Its: Managing Member | ||||
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By: | /s/ Keith A. Istre | ||
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Title: | Executive Vice-President/ | ||
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Chief Financial Officer |
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LAMAR BENCHES, INC. | ||||
LAMAR I-40 WEST, INC. | ||||
LAMAR ADVERTISING OF OKLAHOMA, INC. | ||||
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By: | /s/ Keith A. Istre | ||
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Title: | Executive Vice-President/ | ||
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Chief Financial Officer |
LAMAR DOA TENNESSEE, INC. | ||||
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By: | /s/ Keith A. Istre | ||
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Title: | Executive Vice-President/ | ||
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Chief Financial Officer |
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O.B. WALLS, INC. | ||||
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By: | /s/ Keith A. Istre | ||
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Title: |
Executive Vice-President/Chief
Financial Officer |
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OBIE BILLBOARD, LLC | ||||
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By: Lamar Obie Corporation | ||||
Its: Managing Member | ||||
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By: | /s/ Keith A. Istre | ||
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Title: | Executive Vice-President/ | ||
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Chief Financial Officer |
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ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK, N.A. as Administrative Agent |
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By: | ||||
Name: | ||||
Title: | ||||
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SERIES D INCREMENTAL LENDERS
THE ROYAL BANK OF SCOTLAND PLC |
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By: | ||||
Name: | ||||
Title: | ||||
MIZUHO CORPORATE BANK, LTD.
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By: | ||||
Name: | ||||
Title: | ||||
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LAMAR ADVERTISING COMPANY
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By: | /s/ Keith Istre | |||
Name: | Keith A. Istre | |||
Title: | Vice President -- Chief Financial Officer | |||
Name of Series D Incremental Lender | Series D Incremental Commitments | |||
The Royal Bank of Scotland plc
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$ | 3,500,000 | ||
Mizuho Corporate Bank, Ltd.
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$ | 3,500,000 |
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January [___], 2007 |
(a) | the Credit Agreement; | |
(b) | the Subsidiary Borrower Designation Letter dated as of February 8, 2006 executed between the Company, the Initial Subsidiary Borrower and the Administrative Agent (the Subsidiary Borrower Designation Letter ); |
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(c) | the Series D Incremental Loan Agreement (together with the Credit Agreement and the Subsidiary Borrower Designation Letter, the Credit Documents ); and | |
(d) | such records of the Initial Subsidiary Borrower and such other documents as we have deemed necessary as a basis for the opinions expressed below. | |
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon statements or certificates of governmental officials and upon representations made in or pursuant to the Credit Documents and certificates and/or opinions of appropriate representatives of the Initial Subsidiary Borrower. |
(i) | such documents have been duly authorized by, have been duly executed and delivered by, and constitute legal, valid, binding and enforceable obligations of, all of the parties to such documents; | |
(ii) | all signatories to such documents have been duly authorized; and | |
(iii) | all of the parties to such documents are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. |
1. | The Initial Subsidiary Borrower is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Puerto Rico (Puerto Rico). | |
2. | The Initial Subsidiary Borrower has all requisite corporate or other power to execute and deliver, and to perform its obligations under, the Subsidiary Borrower Designation Letter and the Series D Incremental Loan Agreement. |
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3. | The execution, delivery and performance by the Initial Subsidiary Borrower of the Subsidiary Borrower Designation Letter and the Series D Incremental Loan Agreement have been duly authorized by all necessary corporate or other action on the part of the Initial Subsidiary Borrower. | ||
4. | The Subsidiary Borrower Designation Letter and the Series D Incremental Loan Agreement have each been duly executed and delivered by the Initial Subsidiary Borrower. | ||
5. | Under Puerto Rico conflict of laws principles, the stated choice of New York law to govern the Credit Documents will be honored by the courts of Puerto Rico and the Credit Documents will be construed in accordance with, and will be treated as being governed by, the law of the State of New York. However, if the Credit Documents were stated to be governed by and construed in accordance with the law of Puerto Rico, or if a Puerto Rico court were to apply the law of Puerto Rico to the Credit Documents, each Credit Document would nevertheless constitute the legal, valid and binding obligation of the Initial Subsidiary Borrower, enforceable against the Initial Subsidiary Borrower in accordance with its terms, except as may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and except as the enforceability of the Credit Documents is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law) and the corresponding discretion of the court before which the proceedings may be brought, including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing. | ||
6. | No authorization, approval or consent of, and no filing or registration with, any governmental or regulatory authority or agency of Puerto Rico is required for the due execution, delivery or performance by the Initial Subsidiary Borrower of any of the Credit Documents or for the borrowings by the Initial Subsidiary Borrower under the Series D Incremental Loan Agreement. | ||
7. | The execution, delivery and performance by the Initial Subsidiary Borrower of, and the consummation by the Initial Subsidiary Borrower of the transactions contemplated by, the Credit Documents do not and will not (a) violate any provision of the charter or by-laws of the Initial Subsidiary Borrower, (b) violate any applicable Puerto Rico law, rule or regulation, (c) violate any order, writ, injunction or decree of any court or governmental authority or agency or any arbitral award applicable to the Initial Subsidiary Borrower or any of its Subsidiaries of which we have knowledge or (d) result in a breach of, constitute a |
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8. | We have no knowledge of any legal or arbitral proceedings, or any proceedings by or before any governmental or regulatory authority or agency, pending or threatened against or affecting the Initial Subsidiary Borrower or any of its Subsidiaries or any of their respective properties that, if adversely determined, could have a Material Adverse Effect. | ||
9. | Each of the Credit Agreement and the other Credit Documents to which the Initial Subsidiary Borrower is a party is in proper legal form under the laws of Puerto Rico for the enforcement thereof against it, and all formalities required in Puerto Rico for the validity and enforceability of each Credit Document (including any necessary registration, recording or filing with any court or other authority in such jurisdiction) have been accomplished, and no Indemnified Taxes or Other Taxes are required to be paid to Puerto Rico, or any political subdivision thereof or therein, and no notarization is required, for the validity and enforceability thereof. |
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Very truly yours, |
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January [___], 2007 |
(a) | the Credit Agreement; | |
(b) | the Subsidiary Borrower Designation Letter dated as of February 8, 2006 executed between the Company, the Initial Subsidiary Borrower and the Administrative Agent (the Subsidiary Borrower Designation Letter); |
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(c) | the Series D Incremental Loan Agreement (together with the Credit Agreement and the Subsidiary Borrower Designation Letter, the Credit Documents ); and | ||
(d) | such records of the Credit Parties and such other documents as we have deemed necessary as a basis for the opinions expressed below, including information listed on Schedule A regarding the merging and/or consolidation of certain subsidiaries. |
(i) | such documents have been duly authorized by, have been duly executed and delivered by, and constitute legal, valid, binding and enforceable obligations of, all of the parties to such documents; | ||
(ii) | all signatories to such documents have been duly authorized; and | ||
(iii) | all of the parties to such documents are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. |
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Very truly yours, |
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Subsidiary Name
Merged/Consolidated into:
merged into Triumph Outdoor Holdings, LLC
merged into Triumph Outdoor Holdings, LLC
merged into Lamar California Acquisition
Corporation
merged into Lamar Obie Corporation
merged into Lamar Central Outdoor, LLC
merged into Lamar Central Outdoor, LLC
merged into The Lamar Company, LLC
merged into Lamar Advertising of Penn, LLC
merged into Lamar Central Outdoor, LLC
merged into Lamar Central Outdoor, LLC
merged into Lamar Advantage Outdoor
Company, L.P.
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January [___], 2007 |
(a) | the Credit Agreement; | ||
(b) | the Subsidiary Borrower Designation Letter dated as of February 8, 2006 executed between the Company, the Initial Subsidiary Borrower and the Administrative Agent (the Subsidiary Borrower Designation Letter ); and |
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(c) | the Series D Incremental Loan Agreement (together with the Credit Agreement and the Subsidiary Borrower Designation Letter, the Credit Documents ). |
(i) | such documents have been duly authorized by, have been duly executed and delivered by, and (except to the extent set forth in the opinions below as to the Credit Parties) constitute legal, valid, binding and enforceable obligations of, all of the parties to such documents; | ||
(ii) | all signatories to such documents have been duly authorized; | ||
(iii) | all of the parties to such documents are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents; and | ||
(iv) | all authorizations, approvals or consents of (including without limitation all foreign exchange control approvals), and all filings or registrations with, any governmental or regulatory authority or agency of Puerto Rico required for the making and performance by the Credit Parties of the Credit Documents have been obtained or made and are in effect. |
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Very truly yours, |
YEARS ENDED DECEMBER 31, | MARCH 31, | ||||||||||||||
(dollars in thousands) | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2006 | ||||||||
Net income (loss)
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(36,328 | ) | (39,755 | ) | 13,155 | 41,779 | 43,899 | 8,839 | 1,540 | ||||||
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Income tax (benefit) expense
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(19,694 | ) | (23,573 | ) | 11,305 | 31,899 | 34,227 | 6,779 | 1,177 | ||||||
Fixed charges
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158,084 | 142,545 | 127,933 | 147,069 | 173,889 | 47,463 | 39,110 | ||||||||
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Earnings
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102,062 | 79,217 | 152,393 | 220,747 | 252,015 | 63,081 | 41,827 | ||||||||
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Interest expense, net
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112,404 | 93,285 | 75,584 | 89,160 | 111,644 | 30,755 | 23,630 | ||||||||
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Rents under leases
representative of an
interest factor (1/3)
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45,315 | 48,895 | 51,984 | 57,544 | 61,880 | 16,617 | 15,389 | ||||||||
Preferred dividends
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365 | 365 | 365 | 365 | 365 | 91 | 91 | ||||||||
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Fixed charges
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158,084 | 142,545 | 127,933 | 147,069 | 173,889 | 47,463 | 39,110 | ||||||||
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Ratio of earnings to
fixed
charges
(2)
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0.6 | x | 0.6 | x | 1.2 | x | 1.5 | x | 1.5 | x | 1.3 | x | 1.1 | x | |
(1) | The ratio of earnings to fixed charges is defined as earnings divided by fixed charges. For purposes of this ratio, earnings is defined as net income (loss) before income taxes and cumulative effect of a change in accounting principle and fixed charges. Fixed charges is defined as the sum of interest expense, preferred stock dividends and the component of rental expense that we believe to be representative of the interest factor for those amounts. | |
(2) | For the years ended December 31, 2002 and 2003, earnings were insufficient to cover fixed charges by $56.0 million and $63.3 million, respectively. |
YEARS ENDED DECEMBER 31, | MARCH 31, | |||||||||||||||||||||||||||
(dollars in thousands) | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2006 | |||||||||||||||||||||
Net income (loss)
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$ | (24,958 | ) | $ | (22,168 | ) | $ | 24,219 | $ | 47,470 | $ | 45,232 | 16,024 | 3,363 | ||||||||||||||
Income tax (benefit) expense
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(12,434 | ) | (12,338 | ) | 11,764 | 35,488 | 35,753 | 7,164 | 1,458 | |||||||||||||||||||
Fixed charges
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139,376 | 126,245 | 116,409 | 137,889 | 171,686 | 47,372 | 39,018 | |||||||||||||||||||||
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Earnings
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101,984 | 91,739 | 152,392 | 220,847 | 252,671 | 70,560 | 43,839 | |||||||||||||||||||||
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Interest expense, net
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94,061 | 77,350 | 64,425 | 80,345 | 109,806 | 30,755 | 23,629 | |||||||||||||||||||||
Rent under leases representative
of an interest factor (1/3)
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45,315 | 48,895 | 51,984 | 57,544 | 61,880 | 16,617 | 15,389 | |||||||||||||||||||||
Preferred dividends
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0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
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Fixed charges
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139,376 | 126,245 | 116,409 | 137,889 | 171,686 | 47,372 | 39,018 | |||||||||||||||||||||
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Ratio of earnings to fixed
charges
(2)
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0.7x | 0.7x | 1.3x | 1.6x | 1.5x | 1.5x | 1.1x | |||||||||||||||||||||
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(1) | The ratio of earnings to fixed charges is defined as earnings divided by fixed charges. For purposes of this ratio, earnings is defined as net income (loss) before income taxes and cumulative effect of a change in accounting principle and fixed charges. Fixed charges is defined as the sum of interest expenses, preferred stock dividends and the component of rental expense that we believe to be representative of the interest factor for those amounts. | |
(2) | For the years ended December 31, 2002 and 2003, earnings were insufficient to cover fixed charges by $37.4 million and $34.5 million, respectively. |
1. | I have reviewed this combined quarterly report on Form 10-Q of Lamar Advertising Company and Lamar Media Corp.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants abilities to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Kevin P. Reilly, Jr. | ||||
Kevin P. Reilly, Jr. | ||||
Chief Executive Officer, Lamar Advertising Company
Chief Executive Officer, Lamar Media Corp. |
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1. | I have reviewed this combined quarterly report on Form 10-Q of Lamar Advertising Company and Lamar Media Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants abilities to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Keith A. Istre | ||||
Keith A. Istre | ||||
Chief Financial Officer, Lamar Advertising Company
Chief Financial Officer, Lamar Media Corp. |
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Dated: May 9, 2007 | By: | /s/ Kevin P. Reilly, Jr. | ||
Kevin P. Reilly, Jr. | ||||
Chief Executive Officer, Lamar Advertising Company
Chief Executive Officer, Lamar Media Corp. |
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Dated: May 9, 2007 | By: | /s/ Keith A. Istre | ||
Keith A. Istre | ||||
Chief Financial Officer, Lamar Advertising Company
Chief Financial Officer, Lamar Media Corp. |
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