Table of Contents
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): November 8, 2006
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
| 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)
(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)) |
TABLE OF CONTENTS
| Item 2.02 Results of Operations and Financial Condition. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Press Release | ||||||||
Table of Contents
Item 2.02 Results of Operations and Financial Condition.
On November 8, 2006, Lamar Advertising Company announced via press release its results for the
quarter ended September 30, 2006. 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 8, 2006, reporting Lamar’s financial results for the quarter ended September 30, 2006. |
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: November 8, 2006 | LAMAR ADVERTISING COMPANY |
|||
| By: | /s/ Keith A. Istre | |||
| Keith A. Istre | ||||
| Treasurer and Chief Financial Officer | ||||
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| No. | Description | |
99.1
|
Press Release of Lamar Advertising Company, dated November 8, 2006, reporting Lamar’s financial results for the quarter ended September 30, 2006. |
Exhibit 99.1
5551 Corporate Boulevard
Baton Rouge, LA 70808
Baton Rouge, LA 70808
Lamar Advertising Company Announces
Third Quarter 2006 Operating Results
Third Quarter 2006 Operating Results
Baton Rouge, LA — Wednesday, November 8, 2006 — 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, 2006.
Third Quarter Results
Lamar reported net revenues of $292.0 million for the third quarter of 2006 versus $265.6 million for the third quarter of 2005, a 10.0% increase. Operating income for the third quarter of 2006 was $59.4 million as compared to $48.7 million for the same period in 2005. There were net earnings of $16.8 million for the third quarter of 2006 compared to net earnings of $12.1 million for the third quarter of 2005.
Lamar reported net revenues of $292.0 million for the third quarter of 2006 versus $265.6 million for the third quarter of 2005, a 10.0% increase. Operating income for the third quarter of 2006 was $59.4 million as compared to $48.7 million for the same period in 2005. There were net earnings of $16.8 million for the third quarter of 2006 compared to net earnings of $12.1 million for the third quarter of 2005.
Adjusted EBITDA, which we refer to herein as EBITDA (defined as operating income before
non-cash compensation, depreciation and amortization and (gain) loss on disposition of assets — see
reconciliation to net income at the end of this release), for the third quarter of 2006 was $134.2
million versus $122.8 million for the third quarter of 2005, a 9.3% increase.
Free cash flow (defined as 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
third quarter of 2006 was $32.9 million as compared to $74.4 million for the same period in 2005, a
55.8% decrease. The decline in free cash flow was primarily due to an increase in capital
expenditures of $35.0 million as compared to the third quarter of 2005. Of this increase,
approximately $25.0 million was for the deployment of new digital billboards. Interest, net of
interest income and amortization of financing costs also increased by approximately $5.5 million
due to rising interest rates and increased indebtedness. Current taxes, primarily consisting of
Canadian and U.S. state and federal income taxes, increased by approximately $12.5 million.
Pro forma net revenue for the third quarter of 2006 increased 8.3% and pro forma EBITDA increased
7.8% as compared to the third quarter of 2005. Pro forma net revenue and EBITDA include
adjustments to the 2005 period for acquisitions and divestitures for the same time frame as
actually owned in the 2006 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.
Nine Months Results
Lamar reported net revenues of $832.9 million for the nine months ended September 30, 2006 versus $763.2 million for the same period in 2005, a 9.1% increase. Operating income for the nine months ended September 30, 2006 was $145.9 million as compared to $131.7 million for the same period in 2005. EBITDA increased 7.8 % to $371.5 million for the nine months ended September 30, 2006 versus $344.6 million for the same period in 2005. There was net income of $36.8 million for the nine months ended September 30, 2006 as compared to net income of $35.9 million for the same period in 2005.
Lamar reported net revenues of $832.9 million for the nine months ended September 30, 2006 versus $763.2 million for the same period in 2005, a 9.1% increase. Operating income for the nine months ended September 30, 2006 was $145.9 million as compared to $131.7 million for the same period in 2005. EBITDA increased 7.8 % to $371.5 million for the nine months ended September 30, 2006 versus $344.6 million for the same period in 2005. There was net income of $36.8 million for the nine months ended September 30, 2006 as compared to net income of $35.9 million for the same period in 2005.
Free Cash Flow for the nine months ended September 30, 2006 was $97.8 million as compared to $203.2
million for the same period in 2005, a 52% decrease.
Stock Repurchase Program
In July 2006, Lamar completed the $250 million stock repurchase plan previously announced in November 2005. In August 2006, Lamar announced that its Board of Directors had authorized a new repurchase plan of up to $250 million of the Company’s Class A Common Stock that may be repurchased from time to time in open market or privately negotiated transactions over a period not to exceed 18 months. As of September 30, 2006, the Company has purchased approximately 359,957 shares under this new repurchase program for an aggregate purchase price of approximately $19.2 million.
In July 2006, Lamar completed the $250 million stock repurchase plan previously announced in November 2005. In August 2006, Lamar announced that its Board of Directors had authorized a new repurchase plan of up to $250 million of the Company’s Class A Common Stock that may be repurchased from time to time in open market or privately negotiated transactions over a period not to exceed 18 months. As of September 30, 2006, the Company has purchased approximately 359,957 shares under this new repurchase program for an aggregate purchase price of approximately $19.2 million.
Guidance
For the fourth quarter of 2006 the Company expects net revenue to be approximately $286 million. On a pro forma basis this represents an increase of approximately 9% over the same period in 2005.
For the fourth quarter of 2006 the Company expects net revenue to be approximately $286 million. On a pro forma basis this represents an increase of approximately 9% over the same period in 2005.
Forward Looking Statements
This press release contains forward-looking statements, including the statements regarding guidance for the fourth quarter of 2006 and the stock repurchase plan. 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 strength of the economy generally and the demand for advertising in particular; (7) the market for our Class A common stock and our management’s allocation of working capital to fund our stock repurchase program as opposed to other uses 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.
This press release contains forward-looking statements, including the statements regarding guidance for the fourth quarter of 2006 and the stock repurchase plan. 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 strength of the economy generally and the demand for advertising in particular; (7) the market for our Class A common stock and our management’s allocation of working capital to fund our stock repurchase program as opposed to other uses 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
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 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.
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 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 Wednesday, November 8, 2006 at 2:00 p.m. central time. Instructions for the conference call and Webcast are provided below:
A conference call will be held to discuss the Company’s operating results Wednesday, November 8, 2006 at 2:00 p.m. central time. Instructions for the conference call and Webcast are provided below:
Conference Call
All Callers:
|
1-334-323-9871 or 1-334-323-9872 | |
Passcode:
|
Lamar | |
Replay:
|
1-877-919-4059 | |
Passcode:
|
23495119 | |
| Available through Monday, November 13, 2006 at 11:59 p.m. eastern time | ||
Live Webcast:
|
www.lamar.com | |
Webcast Replay:
|
www.lamar.com | |
| Available through Monday, November 13, 2006 at 11:59 p.m. eastern time |
General Information on Lamar
Lamar Advertising Company is a leading outdoor advertising company currently operating over 150 outdoor advertising companies in 44 states and Puerto Rico, logo businesses in 20 states and the province of Ontario, Canada and over 70 transit advertising franchises in the United States, Canada and Puerto Rico.
Lamar Advertising Company is a leading outdoor advertising company currently operating over 150 outdoor advertising companies in 44 states and Puerto Rico, logo businesses in 20 states and the province of Ontario, Canada and over 70 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
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
Net revenues |
$ | 292,038 | $ | 265,594 | $ | 832,948 | $ | 763,166 | ||||||||
Operating expenses (income) |
||||||||||||||||
Direct advertising expenses |
98,550 | 89,925 | 290,174 | 261,145 | ||||||||||||
General and administrative expenses |
48,394 | 44,043 | 140,512 | 130,367 | ||||||||||||
Corporate expenses |
10,881 | 8,821 | 30,778 | 27,084 | ||||||||||||
Non-cash compensation |
6,302 | — | 12,212 | — | ||||||||||||
Depreciation and amortization |
76,030 | 74,656 | 223,297 | 215,810 | ||||||||||||
Gain on disposition of assets |
(7,504 | ) | (543 | ) | (9,894 | ) | (2,986 | ) | ||||||||
| 232,653 | 216,902 | 687,079 | 631,420 | |||||||||||||
Operating income |
59,385 | 48,692 | 145,869 | 131,746 | ||||||||||||
Other expense (income) |
||||||||||||||||
Loss on debt extinguishment |
— | 3,982 | — | 3,982 | ||||||||||||
Interest income |
(374 | ) | (381 | ) | (979 | ) | (1,096 | ) | ||||||||
Interest expense |
29,763 | 24,255 | 81,732 | 66,874 | ||||||||||||
| 29,389 | 27,856 | 80,753 | 69,760 | |||||||||||||
Income before income tax expense |
29,996 | 20,836 | 65,116 | 61,986 | ||||||||||||
Income tax expense |
13,157 | 8,755 | 28,365 | 26,126 | ||||||||||||
Net income |
16,839 | 12,081 | 36,751 | 35,860 | ||||||||||||
Preferred stock dividends |
91 | 91 | 273 | 273 | ||||||||||||
Net income applicable to common stock |
$ | 16,748 | $ | 11,990 | $ | 36,478 | $ | 35,587 | ||||||||
Earnings per share: |
||||||||||||||||
Basic earnings per share |
$ | 0.16 | $ | 0.11 | $ | 0.35 | $ | 0.34 | ||||||||
Diluted earnings per share |
$ | 0.16 | $ | 0.11 | $ | 0.35 | $ | 0.34 | ||||||||
Weighted average common shares outstanding: |
||||||||||||||||
- basic |
101,994,265 | 105,752,489 | 103,416,169 | 105,525,929 | ||||||||||||
- diluted |
102,908,772 | 106,279,765 | 104,390,668 | 105,997,287 | ||||||||||||
OTHER DATA |
||||||||||||||||
Free Cash Flow Computation: |
||||||||||||||||
EBITDA |
$ | 134,213 | $ | 122,805 | $ | 371,484 | $ | 344,570 | ||||||||
Interest, net |
(27,939 | ) | (22,488 | ) | (76,875 | ) | (61,727 | ) | ||||||||
Current tax expense |
(13,488 | ) | (999 | ) | (22,953 | ) | (3,524 | ) | ||||||||
Preferred stock dividends |
(91 | ) | (91 | ) | (273 | ) | (273 | ) | ||||||||
Total capital expenditures (1) |
(59,837 | ) | (24,855 | ) | (173,590 | ) | (75,881 | ) | ||||||||
Free cash flow |
$ | 32,858 | $ | 74,372 | $ | 97,793 | $ | 203,165 | ||||||||
| (1)See the capital expenditures detail included in this release for a breakdown by category. |
| September 30, | December 31, | |||||||
| Selected Balance Sheet Data: | 2006 | 2005 | ||||||
Cash and cash equivalents |
$ | 6,939 | $ | 19,419 | ||||
Working capital |
140,442 | 93,816 | ||||||
Total assets |
3,897,781 | 3,737,079 | ||||||
Total debt (including current maturities) |
1,841,661 | 1,576,326 | ||||||
Total stockholders’ equity |
1,648,545 | 1,817,482 | ||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
Other Data: |
||||||||||||||||
Cash flows provided by operating activities |
$ | 107,025 | $ | 92,973 | $ | 263,905 | $ | 222,311 | ||||||||
Cash flows used in investing activities |
103,092 | 70,760 | 323,660 | 194,899 | ||||||||||||
Cash flows provided by (used in) financing activities |
(2,440 | ) | (22,393 | ) | 47,275 | (52,704 | ) | |||||||||
Reconciliation of Free Cash Flow to Cash Flows Provided by
Operating Activities: |
||||||||||||||||
Cash flows provided by operating activities |
$ | 107,025 | $ | 92,973 | $ | 263,905 | $ | 222,311 | ||||||||
Changes in operating assets and liabilities |
(12,920 | ) | 7,663 | 11,558 | 61,684 | |||||||||||
Total capital expenditures |
(59,837 | ) | (24,855 | ) | (173,590 | ) | (75,881 | ) | ||||||||
Preferred stock dividends |
(91 | ) | (91 | ) | (273 | ) | (273 | ) | ||||||||
Other |
(1,319 | ) | (1,318 | ) | (3,807 | ) | (4,676 | ) | ||||||||
Free cash flow |
$ | 32,858 | $ | 74,372 | $ | 97,793 | $ | 203,165 | ||||||||
Reconciliation of EBITDA to Net income: |
||||||||||||||||
EBITDA |
$ | 134,213 | $ | 122,805 | $ | 371,484 | $ | 344,570 | ||||||||
Less: |
||||||||||||||||
Non-cash compensation |
6,302 | — | 12,212 | — | ||||||||||||
Depreciation and amortization |
76,030 | 74,656 | 223,297 | 215,810 | ||||||||||||
Gain on disposition of assets |
(7,504 | ) | (543 | ) | (9,894 | ) | (2,986 | ) | ||||||||
Operating Income |
59,385 | 48,692 | 145,869 | 131,746 | ||||||||||||
Less: |
||||||||||||||||
Loss on extinguishment of debt |
— | 3,982 | — | 3,982 | ||||||||||||
Interest income |
(374 | ) | (381 | ) | (979 | ) | (1,096 | ) | ||||||||
Interest expense |
29,763 | 24,255 | 81,732 | 66,874 | ||||||||||||
Income tax expense |
13,157 | 8,755 | 28,365 | 26,126 | ||||||||||||
Net income |
$ | 16,839 | $ | 12,081 | $ | 36,751 | $ | 35,860 | ||||||||
| Three months ended | ||||||||||||
| September 30, | ||||||||||||
| Reconciliation of Reported Basis to Pro Forma (a) Basis: | 2006 | 2005 | % Change | |||||||||
Reported net revenue |
$ | 292,038 | $ | 265,594 | 10.0 | % | ||||||
Acquisitions and divestitures |
— | 3,970 | ||||||||||
Pro forma net revenue |
$ | 292,038 | $ | 269,564 | 8.3 | % | ||||||
Reported direct advertising and G&A expenses |
$ | 146,944 | $ | 133,968 | 9.7 | % | ||||||
Acquisitions and divestitures |
— | 2,318 | ||||||||||
Pro forma direct advertising and G&A expenses |
$ | 146,944 | $ | 136,286 | 7.8 | % | ||||||
Reported outdoor operating income |
$ | 145,094 | $ | 131,626 | 10.2 | % | ||||||
Acquisitions and divestitures |
— | 1,652 | ||||||||||
Pro forma outdoor operating income |
$ | 145,094 | $ | 133,278 | 8.9 | % | ||||||
Reported Corporate expenses |
$ | 10,881 | $ | 8,821 | 23.4 | % | ||||||
Acquisitions and divestitures |
— | — | ||||||||||
Pro forma Corporate expenses |
$ | 10,881 | $ | 8,821 | 23.4 | % | ||||||
Reported EBITDA |
$ | 134,213 | $ | 122,805 | 9.3 | % | ||||||
Acquisitions and divestitures |
— | 1,652 | ||||||||||
Pro forma EBITDA |
$ | 134,213 | $ | 124,457 | 7.8 | % | ||||||
| (a) | Pro forma net revenues, direct advertising and general and administrative expenses, outdoor operating income, corporate expenses, and EBITDA include adjustments to 2005 for acquisitions and divestitures for the same time frame as actually owned in 2006. |
| Three months ended | ||||||||
| September 30, | ||||||||
| 2006 | 2005 | |||||||
Reconciliation of Outdoor Operating Income to Operating Income: |
||||||||
Outdoor Operating income |
$ | 145,094 | $ | 131,626 | ||||
Less: Corporate expenses |
(10,881 | ) | (8,821 | ) | ||||
Non-cash compensation |
(6,302 | ) | — | |||||
Depreciation and amortization |
(76,030 | ) | (74,656 | ) | ||||
Plus: Gain on disposition of assets |
7,504 | 543 | ||||||
Operating income |
$ | 59,385 | $ | 48,692 | ||||
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
Capital expenditure detail by category |
||||||||||||||||
Billboards — traditional |
$ | 22,682 | $16,544 | $ | 57,151 | $ | 51,131 | |||||||||
Billboards — digital |
25,185 | 194 | 62,236 | 563 | ||||||||||||
Logo |
2,025 | 1,525 | 5,978 | 4,332 | ||||||||||||
Transit |
154 | 262 | 507 | 724 | ||||||||||||
Land and buildings |
6,728 | 3,909 | 18,287 | 11,239 | ||||||||||||
Operating equipment |
2,607 | 2,421 | 19,283 | 7,892 | ||||||||||||
Storm reconstruction |
456 | — | 10,148 | — | ||||||||||||
Total capital expenditures |
$ | 59,837 | $ | 24,855 | $ | 173,590 | $ | 75,881 | ||||||||