UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2010
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 0-30242 | 72-1449411 | ||
| (State or other jurisdiction | (Commission File | (IRS Employer | ||
| of incorporation) | Number) | Identification No.) |
5551 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices and zip code)
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrant’s telephone number, including area code)
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 February 25, 2010, Lamar Advertising Company announced via press release its results for the
quarter and year ended December 31, 2009. 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 February 25, 2010, reporting Lamar’s
financial results for the quarter and year ended December 31, 2009. |
|||
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: February 25, 2010 | LAMAR ADVERTISING COMPANY |
|||
| By: | /s/ Keith A. Istre | |||
| Keith A. Istre | ||||
| Treasurer and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit | ||||
| No. | Description | |||
| 99.1 | Press Release of Lamar Advertising Company, dated February 25, 2010, reporting Lamar’s
financial results for the quarter and year ended December 31, 2009. |
|||
Exhibit 99.1
5551 Corporate Boulevard
Baton Rouge, LA 70808
Baton Rouge, LA 70808
Lamar Advertising Company Announces
Fourth Quarter and Year End 2009 Operating Results
Fourth Quarter and Year End 2009 Operating Results
Baton Rouge, LA — February 25, 2010 — 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 fourth quarter ended December 31, 2009.
Fourth Quarter Results
Lamar reported net revenues of $262.3 million for the fourth quarter of 2009 versus $279.3 million
for the fourth quarter of 2008, a 6.1% decrease. Operating income for the fourth quarter of 2009
was $20.4 million as compared to $23.8 million for the same period in 2008. There was a net loss
of $19.7 million for the fourth quarter of 2009 compared to net loss of $8.6 million for the fourth
quarter of 2008.
Adjusted EBITDA, (defined as operating income before non-cash compensation, depreciation and
amortization and gain on disposition of assets — see reconciliation to net (loss) income at the end
of this release) for the fourth quarter of 2009 was $106.8 million versus $114.4 million for the
fourth quarter of 2008, a 6.7% decrease.
Free cash flow (defined as Adjusted EBITDA less interest, net of interest income and amortization
of financing costs, current taxes, preferred stock dividends and total capital expenditures — see
reconciliation to cash flows provided by operating activities at the end of this release) for the
fourth quarter of 2009 was $50.4 million as compared to $52.2 million for the same period in 2008,
a 3.4% decrease.
Pro forma net revenue for the fourth quarter of 2009 decreased 5.8% and pro forma Adjusted EBITDA
decreased 6.2% as compared to the fourth quarter of 2008. Pro forma net revenue and Adjusted
EBITDA include adjustments to the 2008 period for acquisitions and divestitures for the same time
frame as actually owned in the 2009 period. Tables that reconcile reported results to pro forma
results and operating income to outdoor operating income are included at the end of this release.
Twelve Months Results
Lamar reported net revenues of $1.06 billion for the twelve months ended December 31, 2009 versus
$1.20 billion for the same period in 2008, an 11.9% decrease. Operating income for the twelve
months ended December 31, 2009 was $97.6 million as compared to $178.8 million for the same period
in 2008. Adjusted EBITDA decreased to $441.4 million for the twelve months ended December 31, 2009
versus $512.1 million for the same period in 2008. There was a net loss of $58.0 million for the
twelve months ended December 31, 2009 as compared to net income of $2.2 million for the same period
in 2008.
Free cash flow for the twelve months ended December 31, 2009 increased 40.8% to $241.1 million as
compared to $171.3 million for the same period in 2008.
Liquidity
As of December 31, 2009, Lamar had $301.2 million in total liquidity that consists of $188.9
million available for borrowing under its revolving senior credit facility and $112.3 million in
cash.
In February 2010, the Company reduced outstanding indebtedness under its senior credit facility by
making principal prepayments in an aggregate amount of $43.5 million, consisting of (i) a $26.2
million payment on the term portion of the senior credit facility, which was would have been due on
March 31, 2010 and (ii) a $17.3 million prepayment that fully paid
and extinguished the principal amount outstanding under the Series C Incremental Term loan, which
had scheduled amortization through September 30, 2012.
Guidance
For the first quarter of 2010 the Company expects net revenue to be approximately $245.0 million.
On a pro forma basis this represents a decrease of approximately 1.0%.
Forward Looking Statements
This press release contains forward-looking statements, including the statements regarding guidance
for the first quarter of 2010. 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
length and severity of the current recession and the effect that it has 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) the regulation of the outdoor advertising industry; (6) the integration of companies that we
acquire and our ability to recognize cost savings or operating efficiencies as a result of these
acquisitions; (7) the market for our Class A common stock and (8) other factors described in the
reports on Forms 10-K and 10-Q and the registration statements that we file from time to time with
the SEC. 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 Measures
Adjusted EBITDA, free cash flow, pro forma results and outdoor operating income are not measures of
performance under accounting principles generally accepted in the United States of America (“GAAP”)
and should not be considered alternatives to operating income, net loss, 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, 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 presentations of these measures may not be
comparable to similarly titled measures used by other companies. Reconciliations of these measures
to GAAP are included at the end of this release.
Conference Call Information
A conference call will be held to discuss the Company’s operating results on Thursday, February 25,
2010 at 10:00 a.m.central time.Instructions for the conference call and Webcast are
provided below:
Conference Call
All Callers: Passcode: |
1-334-323-0520 or 1-334-323-9871 Lamar |
|
Replay: Passcode: |
1-334-323-7226 12649362 Available through Monday, March 1, 2010 at 11:59 p.m. eastern time. |
|
Live Webcast:
|
www.lamar.com | |
Webcast Replay:
|
www.lamar.com Available through Monday, March 1, 2010 at 11:59 p.m. eastern time |
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 21
states and the province of Ontario, Canada and over 60 transit advertising franchises in the United
States, Canada and Puerto Rico.
| Company Contact: | Keith A. Istre Chief Financial Officer (225) 926-1000 KI@lamar.com |
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| Three months ended | Twelve months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
Net revenues |
$ | 262,315 | $ | 279,308 | $ | 1,056,065 | $ | 1,198,419 | ||||||||
Operating expenses (income) |
||||||||||||||||
Direct advertising expenses |
99,670 | 107,958 | 397,725 | 437,660 | ||||||||||||
General and administrative expenses |
46,064 | 47,207 | 177,947 | 199,420 | ||||||||||||
Corporate expenses |
9,753 | 9,694 | 39,014 | 49,196 | ||||||||||||
Non-cash compensation |
2,775 | (42 | ) | 12,462 | 9,005 | |||||||||||
Depreciation and amortization |
83,933 | 94,172 | 336,725 | 331,654 | ||||||||||||
Gain on disposition of assets |
(329 | ) | (3,483 | ) | (5,424 | ) | (7,363 | ) | ||||||||
| 241,866 | 255,506 | 958,449 | 1,019,572 | |||||||||||||
Operating income |
20,449 | 23,802 | 97,616 | 178,847 | ||||||||||||
Other expense (income) |
||||||||||||||||
Gain on disposition of investment |
— | — | (1,445 | ) | (1,814 | ) | ||||||||||
Gain on extinguishment of debt, net |
350 | — | (3,320 | ) | — | |||||||||||
Interest income |
(85 | ) | (205 | ) | (527 | ) | (1,202 | ) | ||||||||
Interest expense |
51,962 | 42,483 | 197,047 | 170,352 | ||||||||||||
| 52,227 | 42,278 | 191,755 | 167,336 | |||||||||||||
(Loss) income before income tax |
(31,778 | ) | (18,476 | ) | (94,139 | ) | 11,511 | |||||||||
Income tax (benefit) expense |
(12,096 | ) | (9,887 | ) | (36,101 | ) | 9,349 | |||||||||
Net (loss) income |
(19,682 | ) | (8,589 | ) | (58,038 | ) | 2,162 | |||||||||
Preferred stock dividends |
92 | 92 | 365 | 365 | ||||||||||||
Net (loss) income applicable to common stock |
($19,774 | ) | ($8,681 | ) | ($58,403 | ) | $ | 1,797 | ||||||||
Earnings per share: |
||||||||||||||||
Basic (loss) earnings per share |
($0.22 | ) | ($0.09 | ) | ($0.64 | ) | $ | 0.02 | ||||||||
Diluted (loss) earnings per share |
($0.22 | ) | ($0.09 | ) | ($0.64 | ) | $ | 0.02 | ||||||||
Weighted average common shares outstanding: |
||||||||||||||||
- basic |
91,880,167 | 91,513,304 | 91,730,109 | 92,125,660 | ||||||||||||
- diluted |
92,394,975 | 91,667,315 | 91,836,094 | 92,306,840 | ||||||||||||
OTHER
DATA
Free Cash Flow Computation: |
||||||||||||||||
Adjusted EBITDA |
$ | 106,828 | $ | 114,449 | $ | 441,379 | $ | 512,143 | ||||||||
Interest, net |
(48,158 | ) | (38,179 | ) | (177,078 | ) | (153,013 | ) | ||||||||
Current tax benefit (expense) |
1,627 | 14,842 | 15,981 | 10,589 | ||||||||||||
Preferred stock dividends |
(92 | ) | (92 | ) | (365 | ) | (365 | ) | ||||||||
Total capital expenditures (1) |
(9,805 | ) | (38,824 | ) | (38,815 | ) | (198,070 | ) | ||||||||
Free cash flow |
$ | 50,400 | $ | 52,196 | $ | 241,102 | $ | 171,284 | ||||||||
| (1) | See the capital expenditures detail included
below for a breakdown by category. |
| December 31, | December 31, | |||||||
| Selected Balance Sheet Data: | 2009 | 2008 | ||||||
Cash and cash equivalents |
$ | 112,253 | $ | 14,139 | ||||
Working capital |
104,229 | 78,423 | ||||||
Total assets |
3,943,541 | 4,117,025 | ||||||
Total debt (including current maturities) |
2,674,912 | 2,814,449 | ||||||
Total stockholders’ equity |
831,798 | 870,618 | ||||||
| Three months ended | Twelve months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
Other Data: |
||||||||||||||||
Cash flows provided by operating activities |
$ | 102,321 | $ | 108,796 | $ | 293,743 | $ | 346,520 | ||||||||
Cash flows used in investing activities |
10,212 | 61,582 | 29,039 | 437,419 | ||||||||||||
Cash flows (used in) provided by financing activities |
(28,972 | ) | (53,808 | ) | (168,349 | ) | 30,002 | |||||||||
Reconciliation of Free Cash Flow to Cash Flows
Provided by
Operating Activities: |
||||||||||||||||
Cash flows provided by operating activities |
$ | 102,321 | $ | 108,796 | $ | 293,743 | $ | 346,520 | ||||||||
Changes in operating assets and liabilities |
(37,799 | ) | (11,363 | ) | (798 | ) | 37,564 | |||||||||
Total capital expenditures |
(9,805 | ) | (38,824 | ) | (38,815 | ) | (198,070 | ) | ||||||||
Preferred stock dividends |
(92 | ) | (92 | ) | (365 | ) | (365 | ) | ||||||||
Other |
(4,225 | ) | (6,321 | ) | (12,663 | ) | (14,365 | ) | ||||||||
Free cash flow |
$ | 50,400 | $ | 52,196 | $ | 241,102 | $ | 171,284 | ||||||||
Reconciliation of Adjusted EBITDA to Net (loss) income: |
||||||||||||||||
Adjusted EBITDA |
$ | 106,828 | $ | 114,449 | $ | 441,379 | $ | 512,143 | ||||||||
Less: |
||||||||||||||||
Non-cash compensation |
2,775 | (42 | ) | 12,462 | 9,005 | |||||||||||
Depreciation and amortization |
83,933 | 94,172 | 336,725 | 331,654 | ||||||||||||
Gain on disposition of assets |
(329 | ) | (3,483 | ) | (5,424 | ) | (7,363 | ) | ||||||||
Operating Income |
20,449 | 23,802 | 97,616 | 178,847 | ||||||||||||
Less: |
||||||||||||||||
Interest income |
(85 | ) | (205 | ) | (527 | ) | (1,202 | ) | ||||||||
Gain on disposition of investment |
— | — | (1,445 | ) | (1,814 | ) | ||||||||||
Gain / loss on extinguishment of debt |
350 | — | (3,320 | ) | — | |||||||||||
Interest expense |
51,962 | 42,483 | 197,047 | 170,352 | ||||||||||||
Income tax (benefit) expense |
(12,096 | ) | (9,887 | ) | (36,101 | ) | 9,349 | |||||||||
Net (loss) income |
($19,682 | ) | ($8,589 | ) | ($58,038 | ) | $ | 2,162 | ||||||||
| Three months ended | ||||||||||||
| December 31, | ||||||||||||
| 2009 | 2008 | % Change | ||||||||||
Reconciliation of Reported Basis to Pro Forma (a) Basis: |
||||||||||||
Net revenue |
$ | 262,315 | $ | 279,308 | (6.1 | %) | ||||||
Acquisitions and divestitures |
— | (715 | ) | |||||||||
Pro forma net revenue |
$ | 262,315 | $ | 278,593 | (5.8 | %) | ||||||
Direct advertising and G&A expenses |
$ | 145,734 | $ | 155,165 | (6.1 | %) | ||||||
Acquisitions and divestitures |
— | (198 | ) | |||||||||
Pro forma direct advertising and G&A expenses |
$ | 145,734 | $ | 154,967 | (6.0 | %) | ||||||
Outdoor operating income |
$ | 116,581 | $ | 124,143 | (6.1 | %) | ||||||
Acquisitions and divestitures |
— | (517 | ) | |||||||||
Pro forma outdoor operating income |
$ | 116,581 | $ | 123,626 | (5.7 | %) | ||||||
Corporate expenses |
$ | 9,753 | $ | 9,694 | 0.6 | % | ||||||
Acquisitions and divestitures |
— | — | ||||||||||
Pro forma corporate expenses |
$ | 9,753 | $ | 9,694 | 0.6 | % | ||||||
Adjusted EBITDA |
$ | 106,828 | $ | 114,449 | (6.7 | %) | ||||||
Acquisitions and divestitures |
— | (517 | ) | |||||||||
Pro forma Adjusted EBITDA |
$ | 106,828 | $ | 113,932 | (6.2 | %) | ||||||
| (a) | Pro forma net revenues, direct advertising and general and administrative expenses, outdoor operating income, corporate expenses and Adjusted EBITDA include adjustments to 2008 for acquisitions and divestitures for the same time frame as actually owned in 2009. |
| Three months ended | ||||||||
| December 31, | ||||||||
| 2009 | 2008 | |||||||
Reconciliation of Outdoor Operating Income to Operating Income: |
||||||||
Outdoor operating income |
$ | 116,581 | $ | 124,143 | ||||
Less: Corporate expenses |
9,753 | 9,694 | ||||||
Non-cash compensation |
2,775 | (42 | ) | |||||
Depreciation and amortization |
83,933 | 94,172 | ||||||
Plus: Gain on disposition of assets |
329 | 3,483 | ||||||
Operating income |
$ | 20,449 | $ | 23,802 | ||||
| Three months ended | Twelve months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
Capital expenditure detail by category |
||||||||||||||||
Billboards — traditional |
$ | 954 | $ | 8,605 | $ | 7,401 | $ | 58,064 | ||||||||
Billboards — digital |
3,586 | 18,737 | 15,178 | 103,701 | ||||||||||||
Logo |
1,999 | 3,125 | 5,275 | 7,606 | ||||||||||||
Transit |
2,365 | 409 | 5,488 | 1,018 | ||||||||||||
Land and buildings |
29 | 3,294 | 578 | 11,240 | ||||||||||||
Operating equipment |
872 | 4,654 | 4,895 | 16,441 | ||||||||||||
Total capital expenditures |
$ | 9,805 | $ | 38,824 | $ | 38,815 | $ | 198,070 | ||||||||