Disclaimer
2
Forward-looking Statements
This presentation contains forward-looking statements, including our financial guidance for 2014,
the statements regarding our consideration of an election to real estate investment
trust
status; our ability to complete the REIT conversion effective for the taxable year beginning January 1, 2014; our intention to distribute accumulated earnings and profits to
stockholders and make regular quarterly distributions to stockholders in 2014. 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) that we may fail to qualify as a REIT effective for the taxable year
beginning January 1, 2014 or at all, and, if we do qualify as a REIT, we may be unable to maintain
that qualification (2) legislative, administrative, regulatory or other actions affecting
REITs, including positions taken by the IRS; (3) our significant indebtedness; (4) the state of the
economy and financial markets generally and the effect of the broader economy on the
demand for
advertising; (5) the continued popularity of outdoor advertising as an advertising medium; (6) our need for and ability to obtain additional funding for operations, debt
refinancing or acquisitions; (7) the regulation of the outdoor advertising industry; (8) our ability
to successfully implement our digital deployment strategy; and (9) the integration of any
acquired companies and our ability to recognize cost savings or operating efficiencies as a result of
these acquisitions. 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, 2013. 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 presentation, and we undertake no obligation to update or revise these statements,
except as may be required by law.
Use of Non-GAAP Measures
Adjusted EBITDA, Funds From Operations, Adjusted Funds From Operations and Adjusted Funds From
Operations Per Diluted Share are not measures of performance under
accounting principles
generally accepted in the United States of America (GAAP). These measures should not be considered alternatives to net income, cash flows provided by
operating activities or other GAAP figures as indicators of the Companys financial performance.
Our management believes that Adjusted EBITDA, Funds From Operations, Adjusted
Funds From
Operations and Adjusted Funds From Operations Per Diluted Share are useful in evaluating the Companys performance and provide investors and financial analysts a
better understanding of the Companys core operating results. Our presentations of these measures
may not be comparable to similarly titled measures used by other companies. See
the appendix,
which provide reconciliations of each of these measures to the most directly comparable GAAP measure.
Additional Information
In connection with the proposed REIT conversion, we plan to effect a merger with and into a wholly
owned subsidiary, which will be called Lamar Advertising REIT Company. We will
file a proxy
statement to be used in connection with the stockholder vote on this merger. That proxy statement will be contained in a registration statement on Form S-4 to be filed by
Lamar Advertising REIT Company, and both companies will file other relevant documents concerning the
proposed merger transaction with the Securities and Exchange Commission
(SEC). INVESTORS ARE
URGED TO READ THE FORM S-4 AND PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY
BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. You will be able to obtain documents free of
charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with
the SEC by Lamar free of charge by contacting Secretary, 5321 Corporate Blvd., Baton Rouge, LA 70808.
We, our directors and executive officers and certain other members of management and employees
may be deemed to be participants in the solicitation of proxies from our
stockholders in
connection with the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies in
connection with the merger will be included in the Form S-4 and proxy statement when they become
available. Information about our directors and executive officers and their
ownership of Lamar
Advertising stock is set forth the proxy statement for our 2014 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2014. Investors may
obtain additional information regarding the interest of such participants by reading the Form S-4
and proxy statement for the merger when they become available.
Investors should read the Form
S-4 and proxy statement carefully when they become available before making any voting or investment decisions.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval.
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