e8vk
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): February 22, 2007
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-30242
(Commission File
Number)
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72-1449411
(IRS Employer
Identification No.) |
5551 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrants 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):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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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 22, 2007, Lamar Advertising Company announced via press release its results for the quarter
and year ended December 31, 2006. A copy of Lamars 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
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Exhibit |
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No. |
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Description |
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99.1
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Press Release of Lamar Advertising Company, dated February 22, 2007, reporting Lamars
financial results for the quarter and year ended December 31, 2006. |
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.
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Date: February 22, 2007 |
LAMAR ADVERTISING COMPANY
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By: |
/s/
Keith A. Istre |
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Keith A. Istre |
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Treasurer and Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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No. |
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Description |
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99.1
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Press Release of Lamar Advertising Company, dated February 22, 2007, reporting Lamars
financial results for the quarter and year ended December 31, 2006. |
exv99w1
Exhibit 99.1
5551 Corporate Boulevard
Baton Rouge, LA 70808
Lamar Advertising Company Announces
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Fourth Quarter and Year End 2006 Operating Results |
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New Stock Repurchase Program |
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Special Cash Dividend |
Baton Rouge, LA Thursday, February 22, 2007 Lamar Advertising Company (Nasdaq: LAMR), a
leading owner and operator of outdoor advertising and logo sign displays, announces the Companys
operating results for the fourth quarter and the year ended December 31, 2006.
Fourth Quarter Results
Lamar reported net revenues of $287.1 million for the fourth quarter of 2006 versus $258.5 million
for the fourth quarter of 2005, an 11.1% increase. Operating income for the fourth quarter of 2006
was $43.9 million as compared to $35.1 million for the same period in 2005. Net income was $7.1
million for the fourth quarter of 2006 as compared to net income of $5.9 million for the fourth
quarter of 2005.
Adjusted EBITDA, which we refer to herein as EBITDA, (defined as operating income before
non-cash compensation, depreciation and amortization and loss (gain) on disposition of assets see
reconciliation to net income at the end of this release) for the fourth quarter of 2006 was $127.0
million versus $111.2 million for the fourth quarter of 2005, a 14.2% 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
fourth quarter of 2006 was $51.2 million as compared to $39.3 million for the same period in 2005,
a 30.3% increase.
Pro forma net revenue for the fourth quarter of 2006 increased 9.0% and pro forma EBITDA increased
12.0% as compared to the fourth 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.
Year End Results
Lamar reported net revenues of $1.120 billion for the year ended December 31, 2006 versus $1.022
billion for the same period in 2005, a 9.6% increase. Operating income for the year ended December
31, 2006 was $189.8 million as compared to $166.8 million for the same period in 2005. EBITDA
increased 9.4% to $498.5 million for the year ended December 31, 2006 versus $455.8 million for the
same period in 2005. There was net income of $43.9 million for the year ended December 31, 2006 as
compared to net income of $41.8 million for the same period in 2005.
Free cash flow for the year ended December 31, 2006 was $149.0 million as compared to $242.4
million for the same period in 2005, a 38.5% decrease. The decline in free cash flow was primarily
due to an increase in capital expenditures of $102.2 million as compared to the year ended 2005.
Of this increase, approximately $78.7 million was for the deployment of new digital billboards.
Interest, net of interest income and amortization of financing costs also increased by
approximately $23.0 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 $10.9 million.
Stock Repurchase Program
Programs in Place during Fiscal 2006. In November 2005, the Company announced that its Board of
Directors authorized the repurchase of up to $250.0 million of the Companys Class A common stock.
The Company completed this repurchase plan in July 2006, repurchasing a total of 4,851,947 shares
of its Class A Common Stock. In August 2006, Lamar announced a second repurchase plan program of
up to $250.0 million of the Companys Class A common stock to be repurchased from time to time over
a period not to exceed 18 months. As of December 31, 2006, the Company has purchased approximately
2,608,803 shares for an aggregate purchase price of approximately $149.3 million.
New Stock Repurchase Program. In addition to the $100.7 million of repurchase capacity that
currently remains under the 2006 plan, the Companys board of directors today announced approval of
a new stock repurchase program of up to $500.0 million of the Companys Class A common stock over a
period not to exceed 24 months. The share repurchases may be made on the open market or in
privately negotiated transactions. The timing and amount of any shares repurchased will be
determined by Lamars management based on its evaluation of market conditions and other factors.
The repurchase program may be suspended or discontinued at any time. Any repurchased shares will
be available for future use for general corporate and other purposes.
Special Cash Dividend
The Companys board of directors also declared a special
dividend of $3.25 per share of Common
Stock. The dividend will be paid on March 30, 2007 to stockholders of record on March 22, 2007.
Lamar had approximately 84 million shares of Class A Common Stock and 16 million shares of Class B
Common Stock, which is convertible into Class A Common Stock on a one-for-one-basis at the option
of its holder, outstanding as of February 20, 2007.
Pursuant to the terms of the Companys
27/8%
Convertible Notes due 2010 (the notes), the conversion
rate of the notes currently in effect will be increased effective immediately prior to the opening
of business on March 23, 2007 based on the full amount of the special dividend as specified under
the indenture governing the notes.
Guidance
For the first quarter of 2007 the Company expects net revenue to be approximately $274 million. On
a pro forma basis this represents an increase of approximately 7.5% over the same period in 2006.
Forward Looking Statements
This press release contains forward-looking statements, including the statements regarding guidance
for the first quarter of 2007, the stock repurchase plan, and the special dividend. 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 or stock
repurchases; (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 managements allocation of working capital to fund our stock repurchase
program as opposed to other uses and (8) the continued success of our digital deployment and (9)
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 Companys financial performance or
liquidity. The Companys management believes that EBITDA, free cash flow, pro forma results and
outdoor operating income are useful in evaluating the Companys performance and provide investors
and financial analysts a better understanding of the Companys 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 non-GAAP 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 Thursday, February
22, 2007 at 10:00 a.m. central time. Instructions for the conference call and Webcast are provided
below:
Conference Call
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All Callers:
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All Callers: 1-334-323-9871 or 1-334-323-9872 |
Passcode:
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Lamar |
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Replay:
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1-877-919-4059 |
Passcode:
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49393841 |
Available through Monday, February 26, 2007 at 11:59 p.m. eastern time
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Webcast Information
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Live
Webcast:
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www.lamar.com |
Webcast
Replay:
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www.lamar.com |
Available through Monday, February 26, 2007 at 11:59 p.m. eastern time
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General Information on Lamar
Lamar Advertising Company is a leading outdoor advertising company currently operating 153 outdoor
advertising companies in 44 states, Canada and Puerto Rico, logo businesses in 19 states and the
province of Ontario, Canada and 73 transit advertising franchises in the United States, Canada and
Puerto Rico.
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Company Contact:
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Keith A. Istre |
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Chief Financial Officer |
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(225) 926-1000 |
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KI@lamar.com |
LAMAR ADVERTISING COMPANY AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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2006 |
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2005 |
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2006 |
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2005 |
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Net revenues |
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$ |
287,143 |
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$ |
258,490 |
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$ |
1,120,091 |
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$ |
1,021,656 |
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Operating expenses (income) |
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Direct advertising expenses |
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100,387 |
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91,994 |
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390,561 |
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353,139 |
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General and administrative expenses |
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48,264 |
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45,732 |
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188,776 |
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176,099 |
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Corporate expenses |
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11,477 |
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9,544 |
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42,255 |
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36,628 |
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Non-cash compensation |
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5,694 |
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17,906 |
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Depreciation and amortization |
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78,388 |
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74,279 |
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301,685 |
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290,089 |
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Loss (gain) on disposition of assets |
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( 968 |
) |
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1,867 |
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( 10,862 |
) |
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( 1,119 |
) |
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243,242 |
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223,416 |
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930,321 |
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854,836 |
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Operating income |
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|
43,901 |
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|
|
35,074 |
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|
|
189,770 |
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|
166,820 |
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Other expense (income) |
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Loss on extinguishment of debt |
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|
|
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3,982 |
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Interest income |
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|
( 332 |
) |
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|
( 415 |
) |
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|
( 1,311 |
) |
|
|
( 1,511 |
) |
Interest expense |
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|
31,223 |
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|
|
23,797 |
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|
|
112,955 |
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|
|
90,671 |
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|
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|
|
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|
|
|
|
|
|
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|
30,891 |
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|
|
23,382 |
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|
|
111,644 |
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|
|
93,142 |
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|
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|
|
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Income before income tax expense |
|
|
13,010 |
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|
|
11,692 |
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|
|
78,126 |
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|
73,678 |
|
Income tax expense |
|
|
5,862 |
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|
|
5,773 |
|
|
|
34,227 |
|
|
|
31,899 |
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|
|
|
|
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|
|
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Net income |
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|
7,148 |
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|
|
5,919 |
|
|
|
43,899 |
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|
41,779 |
|
Preferred stock dividends |
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|
92 |
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|
92 |
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|
365 |
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|
365 |
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Net income applicable to common stock |
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$ |
7,056 |
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$ |
5,827 |
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$ |
43,534 |
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$ |
41,414 |
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Net income per share: |
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Basic net income per share |
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$ |
0.07 |
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|
$ |
0.06 |
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|
$ |
0.42 |
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$ |
0.39 |
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|
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|
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Diluted net income per share |
|
$ |
0.07 |
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|
$ |
0.05 |
|
|
$ |
0.42 |
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|
$ |
0.39 |
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Weighted average common shares outstanding |
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|
|
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|
|
|
|
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|
basic |
|
|
100,657,146 |
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|
|
105,843,097 |
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|
102,720,744 |
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|
105,605,873 |
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diluted |
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|
101,467,443 |
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|
106,451,468 |
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|
103,495,522 |
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|
106,089,757 |
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OTHER DATA |
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Free Cash Flow Computation: |
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EBITDA |
|
$ |
127,015 |
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|
$ |
111,220 |
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$ |
498,499 |
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$ |
455,790 |
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Interest, net of interest income and amortization of financing
costs |
|
|
(29,976 |
) |
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|
( 22,098 |
) |
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|
( 106,851 |
) |
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|
( 83,825 |
) |
Current tax (expense) benefit |
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|
3,973 |
|
|
|
( 4,523 |
) |
|
|
( 18,979 |
) |
|
|
( 8,047 |
) |
Preferred stock dividends |
|
|
( 92 |
) |
|
|
( 92 |
) |
|
|
( 365 |
) |
|
|
( 365 |
) |
Total capital expenditures(1) |
|
|
( 49,760 |
) |
|
|
( 45,236 |
) |
|
|
( 223,350 |
) |
|
|
(121,117 |
) |
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|
|
|
|
|
|
|
|
|
|
Free cash flow |
|
$ |
51,160 |
|
|
$ |
39,271 |
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|
$ |
148,954 |
|
|
$ |
242,436 |
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|
|
|
|
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|
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|
|
|
|
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|
|
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|
December 31, |
|
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December 31, |
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|
2006 |
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|
2005 |
|
Selected Balance Sheet Data: |
|
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|
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Cash and cash equivalents |
|
$ |
11,796 |
|
|
$ |
19,419 |
|
Working capital |
|
|
119,791 |
|
|
|
93,816 |
|
Total assets |
|
|
3,919,269 |
|
|
|
3,737,079 |
|
Total debt (including current maturities) |
|
$ |
1,990,468 |
|
|
$ |
1,576,326 |
|
Total stockholders equity |
|
|
1,538,533 |
|
|
|
1,817,482 |
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(1) See the capital expenditures detail included in this release for a breakdown by category.
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|
|
Three Months Ended |
|
|
Year Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Other Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by operating activities |
|
$ |
100,612 |
|
|
$ |
124,946 |
|
|
$ |
364,517 |
|
|
$ |
347,257 |
|
Cash flows used in investing activities |
|
|
115,236 |
|
|
|
73,071 |
|
|
|
438,896 |
|
|
|
267,970 |
|
Cash flows provided by (used in) financing activities |
|
|
19,698 |
|
|
|
( 51,365 |
) |
|
|
66,973 |
|
|
|
( 104,069 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Free Cash Flow to Cash Flows Provided by
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by operating activities |
|
$ |
100,612 |
|
|
$ |
124,946 |
|
|
$ |
364,517 |
|
|
$ |
347,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities |
|
|
5,133 |
|
|
|
( 41,226 |
) |
|
|
16,692 |
|
|
|
20,458 |
|
Total capital expenditures |
|
|
( 49,760 |
) |
|
|
( 45,236 |
) |
|
|
( 223,350 |
) |
|
|
( 121,117 |
) |
Preferred stock dividends |
|
|
( 92 |
) |
|
|
( 92 |
) |
|
|
( 365 |
) |
|
|
( 365 |
) |
Other |
|
|
( 4,733 |
) |
|
|
879 |
|
|
|
( 8,540 |
) |
|
|
( 3,797 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow |
|
$ |
51,160 |
|
|
$ |
39,271 |
|
|
$ |
148,954 |
|
|
$ |
242,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA to Net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
127,015 |
|
|
$ |
111,220 |
|
|
$ |
498,499 |
|
|
$ |
455,790 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non cash compensation |
|
|
5,694 |
|
|
|
|
|
|
|
17,906 |
|
|
|
|
|
Depreciation and amortization |
|
|
78,388 |
|
|
|
74,279 |
|
|
|
301,685 |
|
|
|
290,089 |
|
Loss (gain) on disposition of assets |
|
|
( 968 |
) |
|
|
1,867 |
|
|
|
( 10,862 |
) |
|
|
( 1,119 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
43,901 |
|
|
|
35,074 |
|
|
|
189,770 |
|
|
|
166,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,982 |
|
Interest income |
|
|
( 332 |
) |
|
|
( 415 |
) |
|
|
( 1,311 |
) |
|
|
( 1,511 |
) |
Interest expense |
|
|
31,223 |
|
|
|
23,797 |
|
|
|
112,955 |
|
|
|
90,671 |
|
Income tax expense |
|
|
5,862 |
|
|
|
5,773 |
|
|
|
34,227 |
|
|
|
31,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
7,148 |
|
|
$ |
5,919 |
|
|
$ |
43,899 |
|
|
$ |
41,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
% Change |
|
Reconciliation
of Reported Basis to Pro Forma (a) Basis: |
|
|
|
|
|
|
|
|
|
|
|
|
Reported net revenue |
|
$ |
287,143 |
|
|
$ |
258,490 |
|
|
|
11.1 |
% |
Acquisitions and divestures |
|
|
|
|
|
|
4,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net revenue |
|
$ |
287,143 |
|
|
$ |
263,417 |
|
|
|
9.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported direct advertising and G&A expenses |
|
$ |
148,651 |
|
|
$ |
137,726 |
|
|
|
7.9 |
% |
Acquisitions and divestitures |
|
|
|
|
|
|
2,717 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma direct advertising and G&A expenses |
|
$ |
148,651 |
|
|
$ |
140,443 |
|
|
|
5.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported outdoor operating income |
|
$ |
138,492 |
|
|
$ |
120,764 |
|
|
|
14.7 |
% |
Acquisitions and divestitures |
|
|
|
|
|
|
2,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma outdoor operating income |
|
$ |
138,492 |
|
|
$ |
122,974 |
|
|
|
12.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported corporate expenses |
|
$ |
11,477 |
|
|
$ |
9,544 |
|
|
|
20.3 |
% |
Acquisitions and divestitures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma corporate expenses |
|
$ |
11,477 |
|
|
$ |
9,544 |
|
|
|
20.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported EBITDA |
|
$ |
127,015 |
|
|
$ |
111,220 |
|
|
|
14.2 |
% |
Acquisitions and divestitures |
|
|
|
|
|
|
2,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma EBITDA |
|
$ |
127,015 |
|
|
$ |
113,430 |
|
|
|
12.0 |
% |
(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 |
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Reconciliation of Outdoor Operating Income to Operating
Income: |
|
|
|
|
|
|
|
|
Outdoor operating income |
|
$ |
138,492 |
|
|
$ |
120,764 |
|
Less: Corporate expenses |
|
|
( 11,477 |
) |
|
|
( 9,544 |
) |
Non-cash compensation |
|
|
( 5,694 |
) |
|
|
|
|
Depreciation and amortization |
|
|
( 78,388 |
) |
|
|
( 74,279 |
) |
Plus: (Loss) gain on disposition of assets |
|
|
968 |
|
|
|
( 1,867 |
) |
|
|
|
|
|
|
|
Operating income |
|
$ |
43,901 |
|
|
$ |
35,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Year ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Capital expenditure detail by category |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billboards traditional |
|
$ |
8,202 |
|
|
|
14,706 |
|
|
$ |
65,353 |
|
|
$ |
65,837 |
|
Billboards digital |
|
|
19,034 |
|
|
|
2,044 |
|
|
|
81,270 |
|
|
|
2,607 |
|
Logo |
|
|
3,000 |
|
|
|
2,917 |
|
|
|
8,978 |
|
|
|
7,249 |
|
Transit |
|
|
612 |
|
|
|
333 |
|
|
|
1,119 |
|
|
|
1,057 |
|
Land and buildings |
|
|
16,097 |
|
|
|
2,727 |
|
|
|
34,384 |
|
|
|
13,966 |
|
Operating equipment |
|
|
2,815 |
|
|
|
2,460 |
|
|
|
22,098 |
|
|
|
10,352 |
|
Storm reconstruction |
|
|
|
|
|
$ |
20,049 |
|
|
|
10,148 |
|
|
|
20,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital expenditures |
|
$ |
49,760 |
|
|
$ |
45,236 |
|
|
$ |
223,350 |
|
|
$ |
121,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|