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, 2014
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 0-30242 | 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):
| ¨ | 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)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2014, Lamar Advertising Company announced via press release its results for the quarter ended September 30, 2014. 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 |
Description | |
| 99.1 | Press Release of Lamar Advertising Company, dated November 5, 2014, reporting Lamar’s financial results for the quarter ended September 30, 2014. | |
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 4, 2014 | LAMAR ADVERTISING COMPANY | |||
| By: | /s/ Keith A. Istre | |||
| Keith A. Istre | ||||
| Treasurer and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of Lamar Advertising Company, dated November 5, 2014, reporting Lamar’s financial results for the quarter ended September 30, 2014. | |
Exhibit 99.1
5321 Corporate Boulevard
Baton Rouge, LA 70808
Lamar Advertising Company Announces
Third Quarter 2014 Operating Results
| Three Month Results As Reported Daily Revenue Recognition | ||||
| • Net revenue increased 4.3% to $335.0 million |
||||
| • Adjusted EBITDA increased 5.4% to $153.4 million |
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| Three Month Results Pro Forma Monthly Revenue Recognition | ||||
| • Pro Forma Adjusted net revenue increased 2.0% to $332.8 million | ||||
| • Pro Forma Adjusted EBITDA increased 2.0% to $151.2 million | ||||
Baton Rouge, LA – November 5, 2014 - 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, 2014.
“I’m encouraged by our third-quarter results, as well as the momentum that we carry into the fourth quarter,” said Lamar chief executive Sean Reilly. “Our local sales growth was strong, allowing us to distinguish ourselves in what remains a tepid environment for national advertising. Our digital billing increased nicely, and we continue to control operating expense growth. Despite the softness in national business, we continue to track within our 2014 AFFO guidance.”
| Third Quarter Highlights | ||||
| • Same-unit digital billing grew 3.6%
• Local sales on billboards increased 3.8%
• Pro forma expense growth held to 2.0%
• Paid quarterly dividend of $0.83 per share |
||||
Q3 Three Months Results
Lamar reported net revenues of $335.0 million for the third quarter of 2014 versus $321.1 million for the third quarter of 2013, a 4.3% increase. Operating income for the third quarter of 2014 was $86.0 million as compared to $67.2 million for the same period in 2013. Lamar recognized net income of $35.0 million for the third quarter of 2014 compared to net income of $17.1 million for same period in 2013. Net income per basic and diluted share was $0.37 per share and $0.18 per share for the three months ended September 30, 2014 and 2013, respectively.
Adjusted EBITDA for the third quarter of 2014 was $153.4 million versus $145.5 million for the third quarter of 2013, a 5.4% increase.
Free Cash Flow for the third quarter of 2014 was $101.1 million as compared to $85.7 million for the same period in 2013, an 18.0% increase.
For the third quarter of 2014, Funds From Operations, or FFO, was $93.5 million versus $86.3 million for the same period of 2013, an increase of 8.3%. In addition, FFO reflects our current status as a regular domestic C Corporation for U.S. Federal Income Tax purposes. Upon electing REIT status, tax expense will be lower than the current 43% effective tax rate. Adjusted Funds From Operations, or AFFO, for third quarter of 2014 was $109.5 million compared to $97.3 million for the same period in 2013, a 12.5% increase. Diluted AFFO per Share, was $1.14 per share and $1.02 per share for the three months ended September 30, 2014 and 2013, respectively.
1
Q3 Pro Forma Three Month Results
Pro forma adjusted net revenue for the third quarter of 2014 (recognized on a monthly basis) was $332.8 million. This reflects a 2.0% increase over pro forma adjusted net revenue for the third quarter of 2013. Pro forma adjusted EBITDA increased 2.0% as compared to pro forma adjusted EBITDA for the third quarter of 2013. Pro forma adjusted net revenue and pro forma adjusted EBITDA include adjustments to the 2013 period for acquisitions and divestitures for the same time frame as actually owned in the 2014 period. Pro forma adjusted net revenue and pro forma adjusted EBITDA in the 2013 period and adjusted net revenue and Adjusted EBITDA in the 2014 period have been adjusted to reflect revenue recognition on a monthly basis over the term of each advertising contract. See “Reconciliation of Reported Basis to Pro Forma Basis”, which provides reconciliations to GAAP for adjusted and pro forma measures on page 8 of this release.
Q3 Nine Months Results
Lamar reported net revenues of $950.4 million for the nine months ended September 30, 2014 versus $925.5 million for the same period in 2013, a 2.7% increase. Operating income for the nine months ended September 30, 2014 was $190.2 million as compared to $159.6 million for the same period in 2013. Adjusted EBITDA for the nine months ended September 30, 2014 was $407.4 million versus $400.1 million for the same period in 2013. In addition, Lamar recognized net income of $45.6 million for the nine months ended September 30, 2014 as compared to net income of $30.0 million for the same period in 2013. Net income per basic and diluted share was $0.48 per share and $0.31 per share for the nine months ended September 30, 2014 and 2013, respectively.
Free Cash Flow for the nine months ended September 30, 2014 increased 8.6% to $237.5 million as compared to $218.6 million for the same period in 2013.
For the nine months ended September 30, 2014, FFO was $235.9 million versus $236.5 million for the same period of 2013, a 0.3% decrease, primarily due to a $20.8 million loss on debt extinguishment in the 2014 period related to the redemption of Lamar Media’s 7 7/8% Senior Subordinated Notes. AFFO for the nine months ended September 30, 2014 was $271.2 million compared to $247.2 million for the same period in 2013, a 9.7% increase. Diluted AFFO per Share increased to $2.84 per share as compared to $2.61 per share in the comparable period in 2013.
Please refer to “Use of Non GAAP Financial Measures” for definitions of Adjusted EBITDA, Free Cash Flow, Funds From Operations, Adjusted Funds From Operations, Diluted AFFO per Share and outdoor operating income. For additional information, including reconciliations to GAAP measures, please refer to the unaudited selected financial information and supplemental schedules on pages 7 through 9.
Liquidity
As of September 30, 2014, Lamar had $319.1 million in total liquidity that consisted of $291.1 million available for borrowing under its revolving senior credit facility and approximately $28.0 million in cash and cash equivalents.
Recent Events
Distributions. On September 30, 2014, Lamar Advertising Company made its second quarterly dividend distribution of $0.83 per share, or a total of approximately $79.0 million, to common stockholders of record on September 22, 2014. The Company expects to make an additional dividend distribution on December 30, 2014, subject to board approval. As previously disclosed, the Company anticipates that distributions to stockholders in 2014 will be $2.50 per share in the aggregate.
REIT Update. On October 17, 2014, the Company announced that its registration statement, which outlines its plan to merge into Lamar Advertising REIT Company, was declared effective by the Securities and Exchange Commission. The Company also announced that it will hold a special meeting of stockholders on November 17, 2014 to vote on the proposed merger. Stockholders of record as of October 3, 2014 will be entitled to vote at the special meeting.
2
Guidance
For the fourth quarter of 2014, the Company expects adjusted net revenue (recognized on a monthly basis) to be approximately $323.0 million to $326.0 million. On a pro forma adjusted basis this represents an increase of approximately 2.5% to 3.5%.
Forward Looking Statements
This press release contains forward-looking statements, including the statements regarding guidance for the fourth quarter of 2014 and expected future dividend distributions. 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, debt refinancing or acquisitions; (5) our ability to qualify as a Real Estate Investment Trust (REIT) and maintain our status as a REIT assuming we successfully qualify; (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, 2013, 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, 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, non-cash compensation, depreciation and amortization and gain on disposition of assets. 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. 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, non-cash 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 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. Management also deems the presentation of monthly revenue recognition useful to allow investors to see the impact of an immaterial change to its revenue recognition policy and to provide pro forma results that are comparable with prior periods and in line with the Company’s presentation of market guidance. Our presentation of these measures may not be comparable to similarly titled measures used by other similarly-situated companies. See “Supplemental Schedules—Unaudited Reconciliation of Non-GAAP Measures”, which provides a reconciliation of each of these measures to the most directly comparable GAAP measure.
3
Conference Call Information
A conference call will be held to discuss the Company’s operating results on Wednesday, November 5, 2014 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: | 18726126 |
Available through Wednesday, November 12, 2014 at 11:59 p.m. eastern time
| Live Webcast: | www.lamar.com |
| Webcast Replay: | www.lamar.com |
Available through Wednesday, November 12, 2014 at 11:59 p.m. eastern time
| Company Contact: | Buster Kantrow |
| Director of Investor Relations |
| (225) 926-1000b |
| kantrow@lamar.com |
Additional Information and Cautionary Statement
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. Lamar Advertising REIT Company has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4/A containing a proxy statement of Lamar Advertising Company and a prospectus of Lamar Advertising REIT Company with respect to the proposed merger. The registration statement was declared effective by the SEC on October 16, 2014. On October 17, 2014, notice of a special meeting of stockholders and a definitive proxy statement/prospectus was mailed to stockholders who held shares of capital stock of Lamar Advertising Company as of October 3, 2014. INVESTORS ARE URGED TO READ THE FORM S-4/A AND PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE 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 Advertising Company free of charge by contacting Secretary, c/o Lamar Advertising Company, 5321 Corporate Blvd., Baton Rouge, LA 70808.
Lamar Advertising Company, its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the company’s 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 is included in the Form S-4/A and proxy statement. Information about the directors and executive officers of Lamar Advertising Company and their ownership of Lamar Advertising Company capital stock is set forth in the proxy statement for Lamar Advertising Company’s 2014 Annual Meeting of Stockholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4/A and proxy statement for the merger.
Investors should read the Form S-4/A and proxy statement (including all amendments and supplements thereto) carefully before making any voting or investment decisions.
General Information
Lamar Advertising Company is a leading outdoor advertising company currently operating over 150 outdoor advertising companies in 44 states, Canada and Puerto Rico, logo businesses in 23 states and the province of Ontario, Canada and over 60 transit advertising franchises in the United States, Canada and Puerto Rico.
4
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, |
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| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Net revenues |
$ | 334,998 | $ | 321,141 | $ | 950,364 | $ | 925,490 | ||||||||
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| Operating expenses (income) |
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| Direct advertising expenses |
112,388 | 109,640 | 338,173 | 326,882 | ||||||||||||
| General and administrative expenses |
56,000 | 53,814 | 164,217 | 160,207 | ||||||||||||
| Corporate expenses |
13,212 | 12,150 | 40,532 | 38,295 | ||||||||||||
| Non-cash compensation |
5,474 | 5,912 | 15,987 | 23,107 | ||||||||||||
| Depreciation and amortization |
62,675 | 73,183 | 203,250 | 219,492 | ||||||||||||
| Gain on disposition of assets |
(775 | ) | (787 | ) | (2,001 | ) | (2,094 | ) | ||||||||
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| 248,974 | 253,912 | 760,158 | 765,889 | |||||||||||||
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| Operating income |
86,024 | 67,229 | 190,206 | 159,601 | ||||||||||||
| Other expense (income) |
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| Interest income |
(11 | ) | (42 | ) | (99 | ) | (121 | ) | ||||||||
| Loss on extinguishment of debt |
— | — | 26,023 | — | ||||||||||||
| Other-than-temporary impairment of investment |
— | — | 4,069 | — | ||||||||||||
| Interest expense |
24,418 | 37,677 | 80,772 | 112,264 | ||||||||||||
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| 24,407 | 37,635 | 110,765 | 112,143 | |||||||||||||
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| Income before income tax expense |
61,617 | 29,594 | 79,441 | 47,458 | ||||||||||||
| Income tax expense |
26,567 | 12,500 | 33,806 | 17,505 | ||||||||||||
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| Net income |
35,050 | 17,094 | 45,635 | 29,953 | ||||||||||||
| Preferred stock dividends |
91 | 91 | 273 | 273 | ||||||||||||
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| Net income applicable to common stock |
$ | 34,959 | $ | 17,003 | $ | 45,362 | $ | 29,680 | ||||||||
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| Earnings per share: |
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| Basic earnings per share |
$ | 0.37 | $ | 0.18 | $ | 0.48 | $ | 0.31 | ||||||||
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| Diluted earnings per share |
$ | 0.37 | $ | 0.18 | $ | 0.48 | $ | 0.31 | ||||||||
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| Weighted average common shares outstanding: |
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| - basic |
95,330,141 | 94,528,877 | 95,138,504 | 94,282,629 | ||||||||||||
| - diluted |
95,753,522 | 94,927,069 | 95,548,098 | 94,692,129 | ||||||||||||
| OTHER DATA |
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| Free Cash Flow Computation: |
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| Adjusted EBITDA |
$ | 153,398 | $ | 145,537 | $ | 407,442 | $ | 400,106 | ||||||||
| Interest, net |
(23,235 | ) | (33,373 | ) | (77,050 | ) | (100,789 | ) | ||||||||
| Current tax benefit (expense) |
690 | (1,368 | ) | (8,764 | ) | (2,753 | ) | |||||||||
| Preferred stock dividends |
(91 | ) | (91 | ) | (273 | ) | (273 | ) | ||||||||
| Total capital expenditures |
(29,621 | ) | (24,956 | ) | (83,876 | ) | (77,677 | ) | ||||||||
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| Free cash flow |
$ | 101,141 | $ | 85,749 | $ | 237,479 | $ | 218,614 | ||||||||
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5
| September 30, 2014 |
December 31, 2013 |
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| OTHER DATA (continued): |
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| Selected Balance Sheet Data: |
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| Cash and cash equivalents |
$ | 27,957 | $ | 33,212 | ||||||||||||
| Working capital |
$ | 90,076 | $ | 36,705 | ||||||||||||
| Total assets |
$ | 3,369,760 | $ | 3,401,618 | ||||||||||||
| Total debt (including current maturities) |
$ | 1,941,080 | $ | 1,938,802 | ||||||||||||
| Total stockholders’ equity |
$ | 847,213 | $ | 932,946 | ||||||||||||
| Three months ended September 30, |
Nine months ended September 30, |
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| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Selected Cash Flow Data: |
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| Cash flows provided by operating activities |
$ | 129,772 | $ | 142,730 | $ | 303,204 | $ | 294,684 | ||||||||
| Cash flows used in investing activities |
$ | (73,627 | ) | $ | (74,791 | ) | $ | (130,936 | ) | $ | (157,043 | ) | ||||
| Cash flows used in financing activities |
$ | (62,045 | ) | $ | (4,482 | ) | $ | (176,786 | ) | $ | (13,293 | ) | ||||
6
SUPPLEMENTAL SCHEDULES
UNAUDITED RECONCILIATIONS OF NON-GAAP MEASURES
(IN THOUSANDS)
| Three months ended September 30, |
Nine months ended September 30, |
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| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Reconciliation of Free Cash Flow to Cash Flows Provided by Operating Activities: |
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| Cash flows provided by operating activities |
$ | 129,772 | $ | 142,730 | $ | 303,204 | $ | 294,684 | ||||||||
| Changes in operating assets and liabilities |
2,788 | (30,086 | ) | 22,881 | 6,829 | |||||||||||
| Total capital expenditures |
(29,621 | ) | (24,956 | ) | (83,876 | ) | (77,677 | ) | ||||||||
| Preferred stock dividends |
(91 | ) | (91 | ) | (273 | ) | (273 | ) | ||||||||
| Other |
(1,707 | ) | (1,848 | ) | (4,457 | ) | (4,949 | ) | ||||||||
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| Free cash flow |
$ | 101,141 | $ | 85,749 | $ | 237,479 | $ | 218,614 | ||||||||
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| Reconciliation of Adjusted EBITDA to Net Income: |
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| Adjusted EBITDA |
$ | 153,398 | $ | 145,537 | $ | 407,442 | $ | 400,106 | ||||||||
| Less: |
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| Non-cash compensation |
5,474 | 5,912 | 15,987 | 23,107 | ||||||||||||
| Depreciation and amortization |
62,675 | 73,183 | 203,250 | 219,492 | ||||||||||||
| Gain on disposition of assets |
(775 | ) | (787 | ) | (2,001 | ) | (2,094 | ) | ||||||||
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| Operating Income |
86,024 | 67,229 | 190,206 | 159,601 | ||||||||||||
| Less: |
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| Interest income |
(11 | ) | (42 | ) | (99 | ) | (121 | ) | ||||||||
| Loss on extinguishment of debt |
— | — | 26,023 | — | ||||||||||||
| Other-than-temporary impairment of investment |
— | — | 4,069 | — | ||||||||||||
| Interest expense |
24,418 | 37,677 | 80,772 | 112,264 | ||||||||||||
| Income tax expense |
26,567 | 12,500 | 33,806 | 17,505 | ||||||||||||
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| Net income |
$ | 35,050 | $ | 17,094 | $ | 45,635 | $ | 29,953 | ||||||||
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| Capital expenditure detail by category: |
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| Billboards - traditional |
$ | 7,862 | $ | 6,795 | $ | 19,064 | $ | 19,271 | ||||||||
| Billboards - digital |
13,952 | 11,362 | 41,810 | 34,965 | ||||||||||||
| Logo |
3,675 | 3,050 | 7,545 | 7,157 | ||||||||||||
| Transit |
41 | 26 | 309 | 54 | ||||||||||||
| Land and buildings |
1,800 | 428 | 7,502 | 6,036 | ||||||||||||
| Operating Equipment |
2,291 | 3,295 | 7,646 | 10,194 | ||||||||||||
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| Total capital expenditures |
$ | 29,621 | $ | 24,956 | $ | 83,876 | $ | 77,677 | ||||||||
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7
SUPPLEMENTAL SCHEDULES
UNAUDITED RECONCILIATIONS OF NON-GAAP MEASURES
(IN THOUSANDS)
| Three months ended September 30, |
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| 2014 | 2013 | % Change | ||||||||||
| Reconciliation of Reported Basis to Pro Forma(a) Basis: |
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| Net revenue (daily basis) |
$ | 334,998 | $ | 321,141 | 4.3 | % | ||||||
| Conversion from daily to monthly |
(2,211 | ) | 2,043 | |||||||||
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| Adjusted net revenue |
$ | 332,787 | $ | 323,184 | 3.0 | % | ||||||
| Acquisitions and divestitures |
— | 3,177 | ||||||||||
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| Pro forma adjusted net revenue (monthly basis) |
$ | 332,787 | $ | 326,361 | 2.0 | % | ||||||
| Reported direct advertising and G&A expenses |
$ | 168,388 | $ | 163,454 | 3.0 | % | ||||||
| Acquisitions and divestitures |
— | 2,497 | ||||||||||
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| Pro forma direct advertising and G&A expenses |
$ | 168,388 | $ | 165,951 | 1.5 | % | ||||||
| Outdoor operating income (daily basis) |
$ | 166,610 | $ | 157,687 | 5.7 | % | ||||||
| Conversion from daily to monthly |
(2,211 | ) | 2,043 | |||||||||
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| Adjusted outdoor operating income |
$ | 164,399 | $ | 159,730 | 2.9 | % | ||||||
| Acquisitions and divestitures |
— | 680 | ||||||||||
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| Pro forma adjusted outdoor operating income (monthly basis) |
$ | 164,399 | $ | 160,410 | 2.5 | % | ||||||
| Reported corporate expenses |
$ | 13,212 | $ | 12,150 | 8.7 | % | ||||||
| Acquisitions and divestitures |
— | — | ||||||||||
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| Pro forma corporate expenses |
$ | 13,212 | $ | 12,150 | 8.7 | % | ||||||
| Adjusted EBITDA (daily basis) |
$ | 153,398 | $ | 145,537 | 5.4 | % | ||||||
| Conversion from daily to monthly |
(2,211 | ) | 2,043 | |||||||||
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| Adjusted EBITDA (monthly basis) |
$ | 151,187 | $ | 147,580 | 2.4 | % | ||||||
| Acquisitions and divestitures |
— | 680 | ||||||||||
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| Pro forma Adjusted EBITDA (monthly basis) |
$ | 151,187 | $ | 148,260 | 2.0 | % | ||||||
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(a) Pro forma adjusted net revenue, direct advertising and general and administrative expenses, outdoor operating income, corporate expenses and Adjusted EBITDA include adjustments to 2013 for acquisitions and divestitures for the same time frame as actually owned in 2014. Pro forma adjusted net revenue, outdoor operating income and Adjusted EBITDA have also been adjusted to reflect revenue recognition on a monthly basis (eliminating the effect of an immaterial correction) in both the 2013 and 2014 periods.
| Three months ended September 30, |
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| 2014 | 2013 | |||||||
| Reconciliation of Outdoor Operating Income to Operating Income: |
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| Outdoor operating income |
$ | 166,610 | $ | 157,687 | ||||
| Less: Corporate expenses |
13,212 | 12,150 | ||||||
| Non-cash compensation |
5,474 | 5,912 | ||||||
| Depreciation and amortization |
62,675 | 73,183 | ||||||
| Plus: Gain on disposition of assets |
775 | 787 | ||||||
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| Operating income |
$ | 86,024 | $ | 67,229 | ||||
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8
UNAUDITED REIT MEASURES
AND RECONCILIATIONS TO GAAP MEASURES
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Net income |
$ | 35,050 | $ | 17,094 | $ | 45,635 | $ | 29,953 | ||||||||
| Depreciation and amortization related to advertising structures |
58,690 | 69,098 | 190,761 | 207,168 | ||||||||||||
| Gain from disposition of real estate assets |
(324 | ) | (98 | ) | (919 | ) | (1,374 | ) | ||||||||
| Adjustment for minority interest – consolidated affiliates |
132 | 246 | 431 | 790 | ||||||||||||
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| Funds From Operations |
$ | 93,548 | $ | 86,340 | $ | 235,908 | $ | 236,537 | ||||||||
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| Straight-line expense |
(141 | ) | (728 | ) | (369 | ) | (1,049 | ) | ||||||||
| Stock-based compensation expense |
5,474 | 5,912 | 15,987 | 23,107 | ||||||||||||
| Non-cash tax expense |
22,017 | 11,132 | 25,042 | 14,752 | ||||||||||||
| Non-real estate related depreciation and amortization |
3,985 | 4,085 | 12,489 | 12,324 | ||||||||||||
| Amortization of deferred financing and debt issuance costs |
1,172 | 4,262 | 3,623 | 11,354 | ||||||||||||
| Loss on extinguishment of debt |
— | — | 26,023 | — | ||||||||||||
| Loss from other-than-temporary impairment of investment |
— | — | 4,069 | — | ||||||||||||
| Capitalized expenditures—maintenance |
(16,465 | ) | (13,463 | ) | (51,162 | ) | (49,030 | ) | ||||||||
| Adjustment for minority interest – consolidated affiliates |
(132 | ) | (246 | ) | (431 | ) | (790 | ) | ||||||||
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| Adjusted Funds From Operations |
$ | 109,458 | $ | 97,294 | $ | 271,179 | $ | 247,205 | ||||||||
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| Divided by weighted average diluted shares outstanding |
95,753,522 | 94,927,069 | 95,548,098 | 94,692,129 | ||||||||||||
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| Diluted AFFO per Share |
$ | 1.14 | $ | 1.02 | $ | 2.84 | $ | 2.61 | ||||||||
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Given the Company’s preparation for potential election of REIT status for the taxable year beginning January 1, 2014, two widely recognized metrics of operating performance for REITs, Funds From Operations (FFO) and Adjusted Funds From Operations (AFFO), are presented in this release. The calculation of FFO is based on the definition as set forth by the National Association of Real Estate Investment Trusts (NAREIT). A reconciliation of net income to FFO and the calculation of AFFO, each of which are non-GAAP financial measures, are presented above. The measures of FFO and AFFO may not be comparable to those reported by REITs that do not compute these measures in accordance with the NAREIT definitions, or that interpret those definitions differently than the Company does.
9