Lamar Advertising Company · NASDAQ:LAMR
Lamar Advertising — Lamar Advertising Co/New — Merger or Acquisition (May 2014)
30 slides from Lamar Advertising's merger presentation, May 12, 2014
Slide 1: Filed by Lamar Advertising Company Pursuant to Rule 425
Filed by Lamar Advertising Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934, as amended Subject Company: Lamar Advertising Company Commission File No. 000-30242 The following are copies of slides that
Slide 2: May 2014 Investor Presentation
May 2014 PRESENTATION INVESTOR LAMAR
Slide 3: Forward-looking Statements Disclaimer
Forward-looking Disclaimer the 2014. others: administrative, broader or recognize statements, statements Use Adjusted financial Company’s measures Additional In in other (INCLUDING CONTAIN obtain We, Information when was available. 2This the connection acquisitions; REIT of filed our presentation co
Slide 4: Agenda
Company Agenda REIT Value 3Appendix conversion creation background 26 andhighlights opportunities 3 19 for growth 22
Slide 5: Experienced Management Team
Experienced Introduction Name Chairman Kevin Sean President Chief Keith Regional Treasurer 4Lamar’s Reilly Financial Istre Title Reilly, management Managers of35 Years Chief management the Jr.Officer 35 Board with Executive (average team Lamar and andteam has Officer years) been31 23 with the compan
Slide 6: Company Profile
Company Established Largest Industry –78% 5Approximately Operates Leading Clear of share revenue outdoor characterized profile out approximately over inleader of 1902 18% 825 generated 128,000 40,000 advertising home local –in US over by vast provider transit market logo account high 145,000 from 11
Slide 7: Expansive National Footprint
Expansive Puerto 6CanadaRiconational footprint with approximately 145,000 billboards
Slide 8: Largest Provider of Logo Signs
Largest provider 7Operates nearly 89% of logo of privatized signs in the state USlogo contracts covering over 128,000 displays
Slide 9: Leading Share of US Outdoor Advertising Market
LamarMarket Other 18% Source: 16% 19% 8Note: 47% has Company a leading sharefilings; based share on Outdoor of Lamar, the USAdvertising outdoor CBS Outdoor advertising Association and Clear market ofChannel AmericaOutdoor domestic revenue as a percentage of 2013 out of home media spending
Slide 10: Focus on Large Local Advertisers
Focus Large –Lamar’s Local National Diversified, Fifty Recent Lamar 9Note: Clear member As focus demand 78% on-the-ground on isacquisitions share local 22% performance the of local December blue leading leader sales revenue less advertising chip influenced team and in out sales customer generation 3
Slide 11: Outdoor Relative Cost Advantage (CPM)
Outdoor Relative $60 Search Poster $56.60 $43.00 $28.00 $21.30 $11.10 $10.90 $8.40 $25.00 $18.50 $9.50 $22.30 $14.70 $12.60 $10.30 $17.50 $13.00 $9.00 $5.00 $7.80 $3.63 Portal General Spot Zoned Interconnect Network Men’s Newsweeklies Wom. Co Daily Business OOH Source: 10 -op $50 TV—Early TV—News TV
Slide 12: Diversified Customer Base
No client Net FY Restaurants Retailers Healthcare Service Amusement Automotive Gaming Financial Telecom Hotels Education Real Total Top Long-standing “One-stop-shopping” 11 2007 advertising 10 Estate 72% & customers 6% 6% 5% FY 10% Motels accounts ––68% 7% –9% 6% 10% 9% –6% 5% 2008 5% 5% –11% relati
Slide 13: Diverse Revenue Mix
Diverse Company Revenue ($mm)(%) Analog Digital Transit bulletins Logos Total 12 $1,246 67 posters 75 bulletins posters product contribution 5% profile 6%100% &263 mix $657 184 21% across FYE 15% 53% 2013 digital and analog assets
Slide 14: Historical Financial Performance
Historical Lamar FY Net Operating Adjusted Capital ²¹% the 13 Adjusted Excludes growth of appendix 2007 revenues net Advertising expenditures revenues FY EBITDA2 8.0%(0.9%)(12.0%) financial expenses1 EBITDA non-cash 2008 for $1,209.6 a 18.2% 54.0% 46.0% FY reconciliation Co. information is $555.9 co
Slide 15: Historical Annual Economic Downturn Performance
Historically, Annual Economic 1991 Y/Y revenue Adj. growth¹ ¹margin 14 Represents net EBITDA 1992 32% pro 1%downturn 1993 forma (2)% 31% Lamar organic 1994 35% 4% financials has Economic growth 11% 1995 37% emerged 9% 1996 40% of 7% the downturn strongly 41% 1997 7% Company 46% 8% 1998 Economic from
Slide 16: Strong Free Cash Flow Generator
Lamar FY Adjusted Interest Less: Current Preferred Capital ¹Free the 15 Adjusted appendix 2007 cash Advertising isexpenditures expense, tax FY aEBITDA1 dividends flow EBITDA strong expense 2008 for$ a148.7 net free FY reconciliation Co. 0.4 is (benefit) $155.3 220.5 2009 cash 555.9 defined $171.3 ($
Slide 17: Capital Expenditures Overview
Capital $mm Billboards–Traditional Billboards–Digital Logos Transit Land Other Total FY 16 2007 2014: capex and PP&E 10.2 2.0 expenditures FY buildings ~$100mm 1.0 7.6 220.5 2008 16.1 5.4 5.316.5 198.1 FY 0.9 92.1 8.5 31.4 consisting overview 2009 0.8 10.1 4.9 68.7 103.7 38.8 11.2 0.3 8.9 FY 8.7 58.
Slide 18: Strong Balance Sheet
Strong As $mm Cash $400mm New 5.375% 5.000% 5.875% Other Total Net LTM Memo: Capital Redeemed Lamar Very Simple Annual Maturity $500 $15 1Balances $203 Subordinated 17 of debt $15 Term strong $535 $28.4 3/31/14 secured senior debt March debt maintains balance and structure Interest dividends senior
Slide 19: Key Focus Through Economic Cycle
–Key Focus Through 18Limited Continue Nobusiness near on numerous financial improving strategic term to initiatives use invest plans free discipline acquisition initiatives, pricing intocash highly increase flow and and profitable Lamar activity occupancy headcount; tocapital reduce hasdigital alloc
Slide 20: Agenda
Company Agenda REIT Value growth for Appendix 19 conversion creation 22 background 26 andhighlights opportunities 3 19
Slide 21: REIT Conversion Highlights
REIT Favorable Lamar Composition –Significant Provides 20TRS Merger Expect No QRS Higher Dividends Potential Continued impact conversion comprised REIT comprised dry to net will IRS to increase complete elect initiated strong on income structural powder of expand be PLR customer qualified subject RE
Slide 22: REIT Conversion Highlights (cont'd)
REIT Non-REIT 2014 –Targeting ³2¹Estimated 21 Calculated Subject Accumulated PlanApril Projected 2014 ~$100mm On Funded See financial capital “Reconciliation conversion to expected to distribute repayment annual total E&P 21, Adjusted earnings declaration before consisting expenditures guidance 2014
Slide 23: Agenda
Company Agenda REIT Value growth for Appendix 22 conversion creation 22 background 26 andhighlights opportunities 3 19
Slide 24: Significant Opportunities for Growth
Significant –Organic Ability Additional 23Continued Rate and togrowth use occupancy growth opportunities investment free potential cash opportunities increases flow infor without ROI earnings to reduce efficient driven through the need growth debt bydigital select focused toand raise and M&A display
Slide 25: Lamar's Capital Allocation and Dividend Policy
Lamar’s Maintain Target Expected Distribute Revisit Increase AFFO –Invest Unused ¹2014 24 Subject Three PaidAFFO Opportunistic in ~3.5x out for available payout amounts equal capital dividend display to ample 2014 dividend 100% ofdeclaration Guidance Leverage internally installments ratio dividends
Slide 26: Key Investment Considerations
Key investment Attractive Digital Largest Strategic Diversified 25 downturns display pure-play focus industry customer opportunities on considerations outdoor pursuing fundamentals, base media with additional long-standing operator including logowith sign high relationships expansive contracts barri
Slide 27: Agenda
Company Agenda REIT Value growth for Appendix 26 conversion creation 22 background 26 andhighlights opportunities 3 19
Slide 28: Adjusted EBITDA Reconciliation
Summary For months March FY Adjusted 2014 Non-cash Depreciation Gain amortization Interest assets/investments (Gain) Loss extinguishment temporary Income investment Net ¹(benefit) 27 Adjusted 2007 the income from onloss 31, three ended expense, tax disposition FY EBITDA EBITDA1 compensation historic
Slide 29: FFO and AFFO Reconciliation
Reconciliation For $mm Low 2013¹ Net Real (Gain) Funds Straight Straight-line Stock-based Non-cash Non-real Amortization Loss Capitalized Adjustment Adjusted Divided ¹AFFO presented interpret elect 28Thethe income estate end to on from calculation 2014¹ From per losses three qualify debt line-revenu
Slide 30: Lamar
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