LAMR Lamar Advertising Company

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2015

 

 

LAMAR ADVERTISING COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-36756		72-1449411
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5321 Corporate Boulevard, Baton Rouge, Louisiana 70808

(Address of principal executive offices and zip code)

(225) 926-1000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On November 5, 2015, Lamar Advertising Company announced via press release its results for the quarter ended September 30, 2015. A copy of Lamar’s press release is hereby furnished to the Commission and incorporated by reference herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release of Lamar Advertising Company, dated November 5, 2015, reporting Lamar’s financial results for the quarter ended September 30, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 5, 2015				LAMAR ADVERTISING COMPANY
				By:		/s/ Keith A. Istre
						Keith A. Istre
						Treasurer and Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release of Lamar Advertising Company, dated November 5, 2015, reporting Lamar’s financial results for the quarter ended September 30, 2015.

Exhibit 99.1

 

5321 Corporate Boulevard

Baton Rouge, LA 70808

Lamar Advertising Company Announces

Third Quarter 2015 Operating Results

Three Month Results

		•  Net revenue increased 4.7% to $350.7 million   •  Adjusted EBITDA increased 3.7% to $159.0 million

Three Month Pro Forma Results

		•  Pro forma adjusted net revenue increased 1.8%   •  Pro forma adjusted EBITDA increased 2.5%

Baton Rouge, LA – November 5, 2015 - Lamar Advertising Company (Nasdaq: LAMR), a leading owner and operator of outdoor advertising and logo sign displays, announces the Company’s operating results for the third quarter ended September 30, 2015.

“I am very pleased with our third-quarter revenue growth, particularly given the strong third quarter we had a year ago. AFFO growth is strong and our expectation is that we will exceed the high end of our AFFO guidance for the full year of 2015,” said Lamar chief executive, Sean Reilly.

Third Quarter Highlights

		•  AFFO increased 12.0%   •  Pro forma direct and G&A operating expense growth held to 1.4%   •  Corporate expenses declined 2.2%

Third Quarter Results

Lamar reported net revenues of $350.7 million for the third quarter of 2015 versus $335.0 million for the third quarter of 2014, a 4.7% increase. Operating income for the third quarter of 2015 was $111.6 million as compared to $86.0 million for the same period in 2014. Lamar recognized net income of $86.0 million for the third quarter of 2015 compared to net income of $35.1 million for same period in 2014. Net income per basic and diluted share was $0.89 per share and $0.37 per share for the three months ended September 30, 2015 and 2014, respectively.

Adjusted EBITDA for the third quarter of 2015 was $159.0 million versus $153.4 million for the third quarter of 2014, a 3.7% increase.

Free Cash Flow for the third quarter of 2015 was $108.7 million as compared to $101.1 million for the same period in 2014, a 7.5% increase.

For the third quarter of 2015, Funds From Operations, or FFO, was $123.5 million versus $93.5 million for the same period in 2014, an increase of 32.0%. Adjusted Funds From Operations, or AFFO, for the third quarter of 2015 was $122.6 million compared to $109.5 million for the same period in 2014, a 12.0% increase. Diluted AFFO per share was $1.27 and $1.14 for the three months ended September 30, 2015 and 2014, respectively, which was an increase of 11.4%.

Q3 Pro Forma Three Months Results

Pro forma adjusted net revenue for the third quarter of 2015 increased 1.8% over pro forma adjusted net revenue for the third quarter of 2014. Pro forma adjusted EBITDA increased 2.5% as compared to pro forma adjusted EBITDA for the third quarter of 2014. Pro forma adjusted net revenue and pro forma adjusted EBITDA include adjustments to the 2014 period for acquisitions and divestitures for the same time frame as actually owned in the 2015 period. See “Reconciliation of Reported Basis to Pro Forma Basis”, which provides reconciliations to GAAP for adjusted and pro forma measures.

 

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Q3 Nine Months Results

Lamar reported net revenues of $997.4 million for the nine months ended September 30, 2015 versus $950.4 million for the same period in 2014, a 5.0% increase. Operating income for the nine months ended September 30, 2015 was $278.2 million as compared to $190.2 million for the same period in 2014. Adjusted EBITDA for the nine months ended September 30, 2015 increased 6.3% to $432.9 million versus $407.4 million for the same period in 2014. In addition, Lamar recognized net income of $186.0 million for the nine months ended September 30, 2015 as compared to net income of $45.6 million for the same period in 2014. Net income per basic and diluted share was $1.93 per share and $0.48 per share for the nine months ended September 30, 2015 and 2014, respectively.

Free Cash Flow for the nine months ended September 30, 2015 increased 14.9% to $272.7 million as compared to $237.5 million for the same period in 2014.

For the nine months ended September 30, 2015, FFO was $312.5 million versus $235.9 million for the same period of 2014, a 32.5% increase. AFFO for the nine months ended September 30, 2015 was $319.5 million compared to $271.2 million for the same period in 2014, a 17.8% increase. Diluted AFFO per share increased 16.9% to $3.32 as compared to $2.84 in the comparable period in 2014.

Distributions

On September 30, 2015, Lamar made a dividend distribution of $0.69 per share, or a total of approximately $66.6 million, to common stockholders of record on September 16, 2015.

Liquidity

As of September 30, 2015, Lamar had $275.4 million in total liquidity that consisted of $246.3 million available for borrowing under its revolving senior credit facility and approximately $29.1 million in cash and cash equivalents.

Forward Looking Statements

This press release contains forward-looking statements, including statements regarding guidance for fiscal 2015. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, among others: (1) our significant indebtedness; (2) the state of the economy and financial markets generally and the effect of the broader economy on the demand for advertising; (3) the continued popularity of outdoor advertising as an advertising medium; (4) our need for and ability to obtain additional funding for operations, capital expenditures, debt refinancing or acquisitions; (5) our ability to continue to qualify as a REIT and maintain our status as a REIT; (6) the regulation of the outdoor advertising industry by federal, state and local governments; (7) the integration of companies that we acquire and our ability to recognize cost savings or operating efficiencies as a result of these acquisitions; (8) changes in accounting principles, policies or guidelines; (9) changes in tax laws applicable to REITs or in the interpretation of those laws; (10) our ability to renew expiring contracts at favorable rates; (11) our ability to successfully implement our digital deployment strategy; and (12) the market for our Class A common stock. For additional information regarding factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you to the risk factors included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, as supplemented by any risk factors contained in our Quarterly Reports on Form 10-Q. We caution 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 we undertake no obligation to update or revise the statements, except as may be required by law.

Use of Non-GAAP Financial Measures

The Company has presented the following measures that are not measures of performance under accounting principles generally accepted in the United States of America (GAAP): Adjusted EBITDA, Free Cash Flow, Funds From Operations (FFO), Adjusted Funds From Operations, (AFFO), Diluted AFFO per share, adjusted pro forma results and outdoor operating income. Adjusted EBITDA is defined as net income before income tax expense (benefit), interest expense (income), gain (loss) on extinguishment of debt and investments, stock-based compensation, depreciation and amortization and gain or loss on disposition of assets and investments. Free Cash Flow is defined as Adjusted EBITDA less interest, net of interest income and amortization of financing costs, current taxes, preferred stock dividends and total capital expenditures. Funds From Operations is defined as net income before real estate depreciation and amortization, gains or loss from disposition of real estate assets and investments and an adjustment to eliminate non-controlling interest, which is the definition used by the National Association of Real Estate Investment Trusts (NAREIT). Adjusted Funds From Operations is defined as Funds From Operations adjusted for straight-line (revenue) expense, stock-based compensation expense, non-cash tax expense (benefit), non-real estate related depreciation and amortization, amortization of deferred financing and debt issuance costs, loss on extinguishment of debt, non-recurring, infrequent or unusual losses (gains), less maintenance capital expenditures and an adjustment for non-controlling interest. Diluted AFFO per share is defined as AFFO divided by the weighted average diluted common shares outstanding. Outdoor operating income is defined as operating income before corporate expenses, stock-based compensation, depreciation and amortization and gain on disposition of assets. These measures are not intended to replace financial performance measures determined in accordance with GAAP and should not be considered alternatives to operating income, net income, cash flows from operating activities, or other GAAP figures as indicators of the

 

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Company’s financial performance or liquidity. The Company’s management believes that Adjusted EBITDA, Free Cash Flow, Funds From Operations, Adjusted Funds From Operations, Diluted AFFO per share, adjusted pro forma results and outdoor operating income are useful in evaluating the Company’s performance and provide investors and financial analysts a better understanding of the Company’s core operating results. The pro forma acquisition adjustments are intended to provide information that may be useful for investors when assessing period to period results. Our presentation of these non-GAAP measures, including AFFO and FFO, may not be comparable to similarly titled measures used by similarly situated companies. See “Supplemental Schedules—Unaudited Reconciliations of Non-GAAP Measures” and “Supplemental Schedules—Unaudited REIT Measures and Reconciliations to GAAP Measures”, which provides a reconciliation of each of these measures to the most directly comparable GAAP measure.

Conference Call Information

A conference call will be held to discuss the Company’s operating results on Thursday, November 5, 2015 at 8:00 a.m. central time. Instructions for the conference call and Webcast are provided below:

Conference Call

 

All Callers:		1-334-323-0520 or 1-334-323-9871
Pass Code:		Lamar
Replay:		1-334-323-0140 or 1-877-919-4059
Pass Code:		38281338
		Available through Thursday, November 12, 2015 at 11:59 p.m. eastern time
Live Webcast:		www.lamar.com
Webcast Replay:		www.lamar.com
		Available through Thursday, November 12, 2015 at 11:59 p.m. eastern time
Company Contact:		Buster Kantrow
		Director of Investor Relations
		(225) 926-1000
		bkantrow@lamar.com

General Information

Founded in 1902, Lamar Advertising (Nasdaq: LAMR) is one of the largest outdoor advertising companies in North America, with more than 318,000 displays across the United States, Canada and Puerto Rico. Lamar offers advertisers a variety of billboard, interstate logo and transit advertising formats, helping both local businesses and national brands reach broad audiences every day. In addition to its more traditional out-of-home inventory, Lamar is proud to offer its customers the largest network of digital billboards in the United States with over 2,200 displays.

 

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LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

 

		Three months ended September 30,								Nine months ended September 30,
		2015				2014				2015				2014
Net revenues		$	350,701			$	334,998			$	997,427			$	950,364
Operating expenses (income)
Direct advertising expenses			121,676				112,388				350,859				338,173
General and administrative expenses			57,096				56,000				171,239				164,217
Corporate expenses			12,926				13,212				42,411				40,532
Stock-based compensation			6,121				5,474				17,508				15,987
Depreciation and amortization			46,441				62,675				144,396				203,250
Gain on disposition of assets			(5,203	)			(775	)			(7,230	)			(2,001	)
			239,057				248,974				719,183				760,158
Operating income			111,644				86,024				278,244				190,206
Other (income) expense
Interest income			(2	)			(11	)			(28	)			(99	)
Loss on extinguishment of debt			—				—				—				26,023
Other-than-temporary impairment of investment			—				—				—				4,069
Interest expense			24,709				24,418				73,953				80,772
			24,707				24,407				73,925				110,765
Income before income tax expense			86,937				61,617				204,319				79,441
Income tax expense			972				26,567				18,278				33,806
Net income			85,965				35,050				186,041				45,635
Preferred stock dividends			91				91				273				273
Net income applicable to common stock		$	85,874			$	34,959			$	185,768			$	45,362
Earnings per share:
Basic earnings per share		$	0.89			$	0.37			$	1.93			$	0.48
Diluted earnings per share		$	0.89			$	0.37			$	1.93			$	0.48
Weighted average common shares outstanding:
- basic			96,541,766				95,330,141				96,220,306				95,138,504
- diluted			96,602,429				95,753,522				96,284,482				95,548,098
OTHER DATA
Free Cash Flow Computation:
Adjusted EBITDA		$	159,003			$	153,398			$	432,918			$	407,442
Interest, net			(23,533	)			(23,235	)			(70,427	)			(77,050	)
Current tax (expense) benefit			(2,278	)			690				(8,706	)			(8,764	)
Preferred stock dividends			(91	)			(91	)			(273	)			(273	)
Total capital expenditures			(24,399	)			(29,621	)			(80,764	)			(83,876	)
Free cash flow		$	108,702			$	101,141			$	272,748			$	237,479

 

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OTHER DATA (continued):

 

		September 30,				December 31,
		2015				2014
Selected Balance Sheet Data:
Cash and cash equivalents		$	29,078			$	26,035
Working capital		$	88,600			$	47,803
Total assets		$	3,416,400			$	3,318,818
Total debt (including current maturities)		$	1,968,435			$	1,899,895
Total stockholders’ equity		$	1,005,860			$	981,466

 

		Three months ended September 30,								Nine months ended September 30,
		2015				2014				2015				2014
Selected Cash Flow Data:
Cash flows provided by operating activities		$	125,253			$	129,772			$	313,470			$	303,204
Cash flows used in investing activities		$	(85,637	)		$	(73,627	)		$	(195,714	)		$	(130,936	)
Cash flows used in financing activities		$	(36,797	)		$	(62,045	)		$	(112,677	)		$	(176,786	)

 

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SUPPLEMENTAL SCHEDULES

UNAUDITED RECONCILIATIONS OF NON-GAAP MEASURES

(IN THOUSANDS)

 

		Three months ended September 30,								Nine months ended September 30,
		2015				2014				2015				2014
Reconciliation of Free Cash Flow to Cash Flows Provided by Operating Activities:
Cash flows provided by operating activities		$	125,253			$	129,772			$	313,470			$	303,204
Changes in operating assets and liabilities			8,798				2,788				45,160				22,881
Total capital expenditures			(24,399	)			(29,621	)			(80,764	)			(83,876	)
Preferred stock dividends			(91	)			(91	)			(273	)			(273	)
Other			(859	)			(1,707	)			(4,845	)			(4,457	)
Free cash flow		$	108,702			$	101,141			$	272,748			$	237,479
Reconciliation of Adjusted EBITDA to Net Income:
Adjusted EBITDA		$	159,003			$	153,398			$	432,918			$	407,442
Less:
Stock-based compensation			6,121				5,474				17,508				15,987
Depreciation and amortization			46,441				62,675				144,396				203,250
Gain on disposition of assets			(5,203	)			(775	)			(7,230	)			(2,001	)
Operating Income			111,644				86,024				278,244				190,206
Less:
Interest income			(2	)			(11	)			(28	)			(99	)
Loss on extinguishment of debt			—				—				—				26,023
Other-than-temporary impairment of investment			—				—				—				4,069
Interest expense			24,709				24,418				73,953				80,772
Income tax expense			972				26,567				18,278				33,806
Net income		$	85,965			$	35,050			$	186,041			$	45,635
Capital expenditure detail by category:
Billboards - traditional		$	8,939			$	7,862			$	21,628			$	19,064
Billboards - digital			9,864				13,952				40,002				41,810
Logo			2,112				3,675				7,159				7,545
Transit			84				41				246				309
Land and buildings			1,706				1,800				5,845				7,502
Operating equipment			1,694				2,291				5,884				7,646
Total capital expenditures		$	24,399			$	29,621			$	80,764			$	83,876

 

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SUPPLEMENTAL SCHEDULES

UNAUDITED RECONCILIATIONS OF NON-GAAP MEASURES

(IN THOUSANDS)

 

		Three months ended September 30,
		2015				2014				% Change
Reconciliation of Reported Basis to Pro Forma(a) Basis:
Net revenue		$	350,701			$	334,998				4.7	%
Acquisitions and divestitures			—				9,574
Pro forma adjusted net revenue		$	350,701			$	344,572				1.8	%
Reported direct advertising and G&A expenses		$	178,772			$	168,388				6.2	%
Acquisitions and divestitures			—				7,851
Pro forma direct advertising and G&A expenses		$	178,772			$	176,239				1.4	%
Outdoor operating income		$	171,929			$	166,610				3.2	%
Acquisitions and divestitures			—				1,723
Pro forma adjusted outdoor operating income		$	171,929			$	168,333				2.1	%
Reported corporate expenses		$	12,926			$	13,212				(2.2	)%
Acquisitions and divestitures			—				—
Pro forma corporate expenses		$	12,926			$	13,212				(2.2	)%
Adjusted EBITDA		$	159,003			$	153,398				3.7	%
Acquisitions and divestitures			—				1,723
Pro forma adjusted EBITDA		$	159,003			$	155,121				2.5	%

 

(a)	Pro forma adjusted net revenue, direct advertising and general and administrative expenses, outdoor operating income, corporate expenses and Adjusted EBITDA include adjustments to 2014 for acquisitions and divestitures for the same time frame as actually owned in 2015.

 

		Three months ended September 30,
		2015				2014
Reconciliation of Outdoor Operating Income to Operating Income:
Outdoor operating income		$	171,929			$	166,610
Less: Corporate expenses			12,926				13,212
Stock-based compensation			6,121				5,474
Depreciation and amortization			46,441				62,675
Plus: Gain on disposition of assets			5,203				775
Operating income		$	111,644			$	86,024

 

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SUPPLEMENTAL SCHEDULES

UNAUDITED REIT MEASURES

AND RECONCILIATIONS TO GAAP MEASURES

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Adjusted Funds From Operations:

 

		Three months ended								Nine months ended
		September 30,								September 30,
		2015				2014				2015				2014
Net income		$	85,965			$	35,050			$	186,041			$	45,635
Depreciation and amortization related to real estate			42,554				58,690				132,931				190,761
Gain from disposition of real estate assets			(5,125	)			(324	)			(6,924	)			(919	)
Adjustment for non-controlling interest			96				132				446				431
Funds From Operations		$	123,490			$	93,548			$	312,494			$	235,908
Straight-line expense (income)			(22	)			(141	)			181				(369	)
Stock-based compensation expense			6,121				5,474				17,508				15,987
Non-cash tax expense (benefit)			(1,306	)			22,017				9,572				25,042
Non-real estate related depreciation and amortization			3,887				3,985				11,465				12,489
Amortization of deferred financing and debt issuance costs			1,174				1,172				3,498				3,623
Loss on extinguishment of debt			—				—				—				26,023
Loss from other-than-temporary impairment of investment			—				—				—				4,069
Capitalized expenditures—maintenance			(10,610	)			(16,465	)			(34,746	)			(51,162	)
Adjustment for non-controlling interest			(96	)			(132	)			(446	)			(431	)
Adjusted Funds From Operations		$	122,638			$	109,458			$	319,526			$	271,179
Divided by weighted average diluted shares outstanding			96,602,429				95,753,522				96,284,482				95,548,098
Diluted AFFO per share		$	1.27			$	1.14			$	3.32			$	2.84

 

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