Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 5, 2004
LAMAR ADVERTISING COMPANY
| Delaware (State or other jurisdiction of incorporation) |
0-30242 (Commission File Number) |
72-1449411 (IRS Employer Identification No.) |
5551 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrant’s telephone number, including area code)
| Item 12. Results of Operations and Financial Condition. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Press Release | ||||||||
Table of Contents
Item 12. Results of Operations and Financial Condition.
On August 5, 2004, Lamar Advertising Company announced via press release its results for the second quarter ended June 30, 2004. A copy of Lamar’s press release is hereby furnished to the Commission and incorporated by reference herein as Exhibit 99.1.
2
Table of Contents
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: August 5, 2004 | LAMAR ADVERTISING COMPANY |
|||
| By: | /s/ Keith A. Istre | |||
| Keith A. Istre | ||||
| Treasurer and Chief Financial Officer | ||||
3
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| No. |
Description |
|
99.1
|
Press Release of Lamar Advertising Company, dated August 5, 2004, reporting Lamar’s financial results for the second quarter ended June 30, 2004. |
4
Exhibit 99.1
5551 Corporate Boulevard
Baton Rouge, LA 70808
Lamar Advertising Company Announces
Second Quarter 2004 Operating Results
Baton Rouge, LA — Thursday, August 5, 2004 — 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 second quarter ended June 30, 2004.
Second Quarter Results
Lamar reported net revenues of $226.9 million for the second quarter of 2004
versus $208.2 million for the second quarter of 2003, a 9.0% increase.
Operating income for the second quarter of 2004 was $31.9 million as compared
to $25.5 million for the same period in 2003. There was net income of $8.9
million for the second quarter of 2004 compared to a net loss of $2.2 million
for the second quarter of 2003.
Adjusted EBITDA, which we refer to herein as EBITDA, (defined as operating income before depreciation and amortization and loss (gain) on disposition of assets — see reconciliation to net income (loss) at the end of this release) for the second quarter of 2004 was $106.9 million versus $94.2 million for the second quarter of 2003, a 13.4% increase.
Free cash flow (defined as EBITDA less interest, current taxes, preferred stock dividends and total capital expenditures — see reconciliation to net cash provided by operating activities at the end of this release) for the second quarter of 2004 was $70.3 million as compared to $49.0 million for the same period in 2003, a 43.5% increase.
On a pro forma basis for the second quarter of 2004 compared to the second quarter of 2003, net revenue increased 7.7% and EBITDA increased 11.4%. Pro forma net revenue, direct and general and administrative expenses, outdoor operating income, corporate expenses and EBITDA include adjustments to 2003 for acquisitions and divestitures for the same time frame as actually owned in 2004. A table that reconciles reported results to pro forma results is included below, as well as a table that reconciles operating income to outdoor operating income.
Six Months Results
Lamar reported net revenues of $427.9 million for the six months ended June 30,
2004 versus $392.4 million for the same period in 2003, a 9.0% increase.
Operating income for the six months ended June 30, 2004 was $45.3 million as
compared to $27.8 million for the same period in 2003. EBITDA increased 15.0%
to $188.7 million for the six months ended June 30, 2004 versus $164.1 million
for the same period in 2003. There was net income of $6.4 million for the six
months ended June 30, 2004 as compared to a net loss of $34.5 million for the
same period in 2003.
Free Cash Flow for the six months ended June 30, 2004 was $118.3 million as compared to $77.2 million for the same period in 2003, a 53.2% increase.
Guidance Q3 2004
For the third quarter of 2004 the Company expects net revenue to be
approximately $228 million. On a pro forma basis
this equates to an increase of approximately 7% over the same period in 2003.
On this level of net revenue, EBITDA on a pro forma basis should be
approximately 11% over the same period in 2003.
Forward Looking Statements
This press release contains forward-looking statements, including the
statements regarding our guidance for the third quarter of 2004. 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 continued popularity of outdoor advertising
as an advertising medium; (3) the regulation of the outdoor advertising
industry; (4) our need for and ability to obtain additional funding for
acquisitions or operations; (5) the integration of companies that we acquire
and our ability to recognize cost savings or operating efficiencies as a result
of these acquisitions; (6) the performance of the United States economy
generally and the demand for advertising in particular; and (7) 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
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, net cash flow from operating activities, or other
GAAP figures as indicators of the Company’s financial performance or liquidity.
The Company’s management believes that 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,
however, may not be comparable to similarly titled measures used by other
companies. Reconciliations of these measures to GAAP are included in the last
page of this release.
Conference Call and Webcast Information
A conference call will be held to discuss the Company’s operating results
Thursday, August 5, 2004 at 10:30 a.m. central time. Instructions for the
conference call and Webcast are provided below:
Conference Call —
All Callers:
|
1-706-643-3436 | |
Replay:
|
1-706-645-9291 | |
Conference ID #
|
8850383 | |
| Will run through Tuesday, August 10, 2004 at 11:59 p.m. eastern time |
Webcast Information —
Live Webcast:
|
www.lamar.com | |
Webcast Replay:
|
www.lamar.com | |
| Available through Tuesday, August 10, 2004 at 11:59 p.m. eastern time |
General Information on Lamar
Lamar Advertising Company is a leading outdoor advertising company currently
operating 152 outdoor advertising companies in 43 states, logo businesses in 20
states and the province of Ontario, Canada and 34 transit advertising
franchises in 12 states.
Company Contact:
|
Keith A. Istre Chief Financial Officer (225) 926-1000 KI@lamar.com |
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
Net revenues |
$ | 226,915 | $ | 208,178 | $ | 427,891 | $ | 392,399 | ||||||||
Operating expenses (income) |
||||||||||||||||
Direct advertising expenses |
74,362 | 73,361 | 148,153 | 144,918 | ||||||||||||
General and administrative expenses |
38,437 | 35,216 | 76,713 | 71,517 | ||||||||||||
Corporate expenses |
7,214 | 5,364 | 14,373 | 11,910 | ||||||||||||
Depreciation and amortization |
71,519 | 69,560 | 140,839 | 137,073 | ||||||||||||
Loss (gain) on disposition of assets |
3,461 | (828 | ) | 2,532 | (858 | ) | ||||||||||
| 194,993 | 182,673 | 382,610 | 364,560 | |||||||||||||
Operating income |
31,922 | 25,505 | 45,281 | 27,839 | ||||||||||||
Other expense (income) |
||||||||||||||||
Loss on extinguishment of debt |
— | 5,754 | — | 16,927 | ||||||||||||
Interest income |
(62 | ) | (66 | ) | (121 | ) | (184 | ) | ||||||||
Interest expense |
16,833 | 22,587 | 34,403 | 46,347 | ||||||||||||
| 16,771 | 28,275 | 34,282 | 63,090 | |||||||||||||
Income (loss) before income tax expense
(benefit) and cumulative effect of a change
in accounting principle |
15,151 | (2,770 | ) | 10,999 | (35,251 | ) | ||||||||||
Income tax expense (benefit) |
6,286 | (569 | ) | 4,581 | (12,457 | ) | ||||||||||
Income (loss) before cumulative effect of a change
in accounting principle |
8,865 | (2,201 | ) | 6,418 | (22,794 | ) | ||||||||||
Cumulative effect of a change in
accounting principle, net of tax |
— | — | — | 11,679 | ||||||||||||
Net income (loss) |
8,865 | (2,201 | ) | 6,418 | (34,473 | ) | ||||||||||
Preferred stock dividends |
91 | 91 | 182 | 182 | ||||||||||||
Net income (loss) applicable to common stock |
$ | 8,774 | $ | (2,292 | ) | $ | 6,236 | $ | (34,655 | ) | ||||||
Earnings (loss) per share: |
||||||||||||||||
Basic: |
||||||||||||||||
Before cumulative effect of a change
in accounting principle |
$ | 0.08 | $ | (0.02 | ) | $ | 0.06 | $ | (0.23 | ) | ||||||
Cumulative effect of a change in accounting principle |
— | — | — | (0.11 | ) | |||||||||||
Basic earnings (loss) per share |
$ | 0.08 | $ | (0.02 | ) | $ | 0.06 | $ | (0.34 | ) | ||||||
Diluted: |
||||||||||||||||
Before cumulative effect of a change in
accounting principle |
$ | 0.08 | $ | (0.02 | ) | $ | 0.06 | $ | (0.23 | ) | ||||||
Cumulative effect of a change in
accounting principle |
— | — | — | (0.11 | ) | |||||||||||
Diluted earnings (loss) per share |
$ | 0.08 | $ | (0.02 | ) | $ | 0.06 | $ | (0.34 | ) | ||||||
Weighted average common shares used in
computed earnings (loss) per share: |
||||||||||||||||
Basic |
103,902,268 | 102,481,555 | 103,754,925 | 102,076,725 | ||||||||||||
Incremental common shares |
592,146 | — | 519,641 | — | ||||||||||||
Diluted |
104,494,414 | 102,481,555 | 104,274,566 | 102,076,725 | ||||||||||||
OTHER DATA |
||||||||||||||||
Free Cash Flow Computation: |
||||||||||||||||
EBITDA |
$ | 106,902 | $ | 94,237 | $ | 188,652 | $ | 164,054 | ||||||||
Interest, net |
(16,771 | ) | (22,521 | ) | (34,282 | ) | (46,163 | ) | ||||||||
Current tax (expense) benefit |
(512 | ) | 354 | (822 | ) | 260 | ||||||||||
Preferred stock dividends |
(91 | ) | (91 | ) | (182 | ) | (182 | ) | ||||||||
Total capital expenditures |
(19,184 | ) | (22,959 | ) | (35,075 | ) | (40,767 | ) | ||||||||
Free cash flow |
$ | 70,344 | $ | 49,020 | $ | 118,291 | $ | 77,202 | ||||||||
| June 30, | December 31, | |||||||||||||||
| Selected Balance Sheet Data: |
2004 |
2003 |
||||||||||||||
Cash and cash equivalents |
$ | 17,775 | $ | 7,797 | ||||||||||||
Working capital |
84,259 | 69,902 | ||||||||||||||
Total assets |
3,618,336 | 3,637,347 | ||||||||||||||
Total debt (including current maturities) |
1,661,368 | 1,704,863 | ||||||||||||||
Total stockholders’ equity |
1,757,850 | 1,722,805 | ||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
Other Data: |
||||||||||||||||
Cash flows provided by operating activities |
$ | 81,633 | $ | 77,260 | $ | 117,231 | $ | 98,314 | ||||||||
Cash flows used in investing activities |
46,286 | 117,615 | 82,090 | 141,123 | ||||||||||||
Cash flows (used in) provided by financing activities |
(23,692 | ) | 43,177 | (25,163 | ) | 37,891 | ||||||||||
Reconciliation of Free Cash Flow to Net Cash Provided by
Operating Activities: |
||||||||||||||||
Net cash provided by operating activities |
$ | 81,633 | $ | 77,260 | $ | 117,231 | $ | 98,314 | ||||||||
Changes in operating assets and liabilities |
10,198 | (3,247 | ) | 39,777 | 24,105 | |||||||||||
Total capital expenditures |
(19,184 | ) | (22,959 | ) | (35,075 | ) | (40,767 | ) | ||||||||
Preferred stock dividends |
(91 | ) | (91 | ) | (182 | ) | (182 | ) | ||||||||
Other |
(2,212 | ) | (1,943 | ) | (3,460 | ) | (4,268 | ) | ||||||||
Free cash flow |
$ | 70,344 | $ | 49,020 | $ | 118,291 | $ | 77,202 | ||||||||
Reconciliation of EBITDA to Net income (loss): |
||||||||||||||||
EBITDA |
$ | 106,902 | $ | 94,237 | $ | 188,652 | $ | 164,054 | ||||||||
Less: |
||||||||||||||||
Depreciation and amortization |
71,519 | 69,560 | 140,839 | 137,073 | ||||||||||||
Loss (gain) on disposition of assets |
3,461 | (828 | ) | 2,532 | (858 | ) | ||||||||||
Operating Income |
31,922 | 25,505 | 45,281 | 27,839 | ||||||||||||
Less: |
||||||||||||||||
Loss on extinguishment of debt |
— | 5,754 | — | 16,927 | ||||||||||||
Interest income |
(62 | ) | (66 | ) | (121 | ) | (184 | ) | ||||||||
Interest expense |
16,833 | 22,587 | 34,403 | 46,347 | ||||||||||||
Income tax expense (benefit) |
6,286 | (569 | ) | 4,581 | (12,457 | ) | ||||||||||
Cumulative effect of a change in accounting principle, net of tax |
— | — | — | 11,679 | ||||||||||||
Net income (loss) |
$ | 8,865 | $ | (2,201 | ) | $ | 6,418 | $ | (34,473 | ) | ||||||
| Three Months Ended | ||||||||||||
| June 30, |
||||||||||||
| Reconciliation of Reported Basis to Pro Forma (a) Basis: |
2004 |
2003 |
% Change |
|||||||||
Reported Net revenue |
$ | 226,915 | $ | 208,178 | 9.0 | % | ||||||
Acquisitions and Divestitures |
— | 2,541 | ||||||||||
Pro forma Net revenue |
$ | 226,915 | $ | 210,719 | 7.7 | % | ||||||
Reported Direct advertising and General and administrative expenses |
$ | 112,799 | $ | 108,577 | 3.9 | % | ||||||
Acquisitions and Divestitures |
— | 777 | ||||||||||
Pro forma Direct advertising and General and administrative expenses |
$ | 112,799 | $ | 109,354 | 3.2 | % | ||||||
Reported Outdoor Operating income |
$ | 114,116 | $ | 99,601 | 14.6 | % | ||||||
Acquisitions and Divestitures |
— | 1,764 | ||||||||||
Pro forma Outdoor Operating income |
$ | 114,116 | $ | 101,365 | 12.6 | % | ||||||
Reported Corporate expenses |
$ | 7,214 | $ | 5,364 | 34.5 | % | ||||||
Acquisitions and Divestitures |
— | — | ||||||||||
Pro forma Corporate expenses |
$ | 7,214 | $ | 5,364 | 34.5 | % | ||||||
Reported EBITDA |
$ | 106,902 | $ | 94,237 | 13.4 | % | ||||||
Acquisitions and Divestitures |
— | 1,764 | ||||||||||
Pro forma EBITDA |
$ | 106,902 | $ | 96,001 | 11.4 | % | ||||||
| (a) | Pro forma net revenues, direct and general and administrative expenses, outdoor operating income, corporate expenses, and EBITDA include adjustments to 2003 for acquisitions and divestitures for the same time frame as actually owned in 2004. |
| Three Months Ended | ||||||||||||
| June 30, |
||||||||||||
| Reconciliation of Outdoor Operating Income to Operating Income: |
2004 |
2003 |
||||||||||
Outdoor Operating income |
$ | 114,116 | $ | 99,601 | ||||||||
Less: Corporate expenses |
(7,214 | ) | (5,364 | ) | ||||||||
Depreciation and amortization |
(71,519 | ) | (69,560 | ) | ||||||||
Plus: (Loss) gain on disposition of assets |
(3,461 | ) | 828 | |||||||||
Operating income |
$ | 31,922 | $ | 25,505 | ||||||||