Sean E. Reilly - Chief Executive Officer Keith A. Istre - Chief Financial Officer, Principal Accounting Officer and Treasurer.

Marci Ryvicker - Wells Fargo Securities, LLC, Research Division Douglas M. Arthur - Evercore Partners Inc., Research Division Jason B. Bazinet - Citigroup Inc, Research Division David W. Miller - Topeka Capital Markets Inc., Research Division William G. Bird - FBR Capital Markets & Co., Research Division Richard C.

Fitzgerald - Twin Capital Management LLC.

Good morning. We now have Sean Reilly and Keith Istre in conference. [Operator Instructions] In the course of this discussion, Lamar may make forward-looking statements regarding the company, including statements about its future financial performance, strategic goals and plans, and the amount and timing of any distributions to stockholders.

All forward-looking statements, including statements with respect to Lamar's consideration of an election to real estate investment trust status, involve risks, uncertainties and contingencies, many of which are beyond Lamar's control and which may cause actual results to differ materially from anticipated results.

Lamar has identified important factors that could cause actual results to differ materially from those discussed in this call in the company's most recent annual report on Form 10-K, as updated by its quarterly reports on form 10-Q. Lamar refers you to those documents.

Lamar's second quarter 2014 earnings release, which contains information required by Regulation G regarding certain non-GAAP financial measures, was furnished to the SEC on a Form 8-K this morning and is available on Lamar's website, www.lamar.com. I would now like to turn the conference over to Sean Reilly. Mr. Reilly, you may begin..

Thank you, Chantelle, and good morning, everyone. Welcome to Lamar's Q2 earnings call. The turn of business is improving as we move into the back half of the year. Pacings are particularly strong for back-to-school months and into Q4.

We continue to track towards the upper end of our AFFO per share guidance for 2014, and I'm particularly pleased with the performance of our digital platform. In Q2, we were up 5% on a same-board basis and double digits in actual numbers, given the units we added during the quarter.

So we feel real good about that, and it bodes well for that platform going forward. Now I'll turn it over to Keith for more color on the numbers and our transition from monthly to daily revenue recognition..

Good morning, everybody. Let me start by saying that our release tries to highlight the potential volatility that may occur quarterly due to Lamar recognizing revenue on a daily versus monthly basis, in the bullet points at the top of the release. As I think most people remember, we started the transition at the end of 2013.

We converted our '13 and '12 numbers -- revenue numbers to daily revenue versus monthly, which was the net that we had always used prior to that. The primary driver for this volatility is the effective start date of the contracts entered into in the last month of each quarter as compared to previous quarters.

To illustrate, our first and second quarter revenue results on a daily basis as reported increased 3% and 0.8%, respectively. This is on an actual-to-actual basis. That's not pro forma. To give you an example of how that translates into real dollars, the average contract start date in June of 2013, which we track, was June 8 versus June 12 in 2014.

So we lost 4 days of comparative revenue in June of '14 as compared to June of '13. That amounted to $3 million worth of revenue rolling into July of '14, this last month, instead of being recognized in June of '14 in the second quarter.

That being said, as we state in the release, in spite of the potential quarterly volatility, historically, the difference in annual revenue on a daily versus monthly basis is immaterial. In 2013, our daily versus monthly revenue difference was $1 million on $1,250,000,000 in revenue. So we apologize for any inconvenience as we go forward.

Throughout the rest of this year, we will continue to guide on a monthly revenue recognition basis as we have in the past, but we will report both numbers to the market, the daily and the monthly.

Speaking of which, for the second quarter, on a pro forma monthly basis, our revenue increased 2.1%, which was right at the top end of -- slightly in excess of our guidance for the quarter. Our consolidated expenses increased only 1.3%. And for the year-to-date, our pro forma consolidated expense increase is 2%.

We think that, that number should hold throughout the rest of this year, at around 2%. And that 2% is including our REIT expenses, so far, for the year-to-date. And EBITDA, accordingly, increased 3%.

With respect to the decrease of net income and FFO, we incurred an extraordinary charge in Q2 of approximately $21 million for loss on debt extinguishment. This was in conjunction with the refinancing of $400 million of our 7 7/8% high-yield notes during this quarter.

Last, our guidance for Q3 revenue on a monthly basis is basically the same as Q2, $330 million to $334 million, or 1.5% to 2.5% increase on a pro forma basis. With that, I'll turn it back over to Sean..

Q2 '14 posters, $451 average rate per panel versus $444 in Q2 '13; that's a 1.4% increase. Bulletins, $1,109 average rate per panel Q2 '14, versus $1,121 Q2 '13; that's a drop of 1.1%. Local versus national. As we mentioned in the release, local was particularly strong at up 4%. National struggled a little bit in Q2, down 2.9%.

Seems to be improving, again, as we move into back-to-school in Q4, and local is continuing its relative strength. Categories of business. On the strong side, service was up significantly, up 16.3% Q2 '14 over '13. Education, insurance also showing relative strength. Real estate was up 25% in Q2. Good to see that number.

On the relative weakness side, retail ticked down slightly but has stabilized and is in positive territory as we go into back-to-school, so we feel good about that. Telco was also down. We've talked about that on many calls. The good news is the hole that was created by Verizon is being filled by other players, in particular, Metro PCS and U.S.

Cellular. If you look at our top 10 customers, Q2 2014, the lineup is McDonald's, Cracker Barrel, State Farm, then Metro PCS, Panera, Sheetz, MillerCoors, U.S. Cellular, Allstate and SUBWAY. And there's some new names in there, as I mentioned, Metro PCS and U.S. Cellular, in particular, replacing Verizon.

So that's how the verticals look, and Chantelle, we'll now open it up for questions..

[Operator Instructions] Our first question will come from Marci Ryvicker, Wells Fargo..

I have a couple of questions. I'm going to start first with just your operations. Sean, the metrics you gave us, so it looks like occupancy is down for posters but rate is up, and occupancy's up for bulletins, rate is down. So it looks like there is some correlation here.

Just if you could talk about those 2 metrics and how they relate to each other is the first question. And then, the second question is just your thoughts on M&A. I know you just need a nice, small tuck-in acquisition.

If you could give us any metrics around how much a Marco may add to AFFO, and then if there are other assets that you're looking at currently..

Sure. Thanks, Marci. I'll hit the M&A question first. Yes, that was a nice little deal in New Orleans. It's a jewel of a plan. Next time anyone's in New Orleans, you'll see that we enjoy, with this acquisition, a real nice, high-spot bulletin presence in and around Metro Orleans. And we've been talking to Marc Winston for decades now.

And it was nice to be able to finally get to yes with him. It'll add about $0.02 to 2015 AFFO per share. So it's nice and accretive. And importantly, these are really high-quality assets.

We've probably got a pipeline that's going to end up the year at around $70 million in those types of sort of smaller tuck-in acquisitions, and they're predictable and nicely accretive. We do anticipate that some larger companies are going to hit the market, and we intend to be players.

On the rate and occupancy, on posters, Q2 was a little skewed by the timing of a McDonald's buy, that was moved around, and some actual cancellations in Q2 that affected '14 versus '13. So that one is -- I wouldn't read too much into what's going on with posters. We still need to do a better job of pushing rate on bulletins.

There's no question about it. But keep in mind, as we take down our best analog bulletins and convert them to digital bulletins, that it is having somewhat of an effect on that. But I'm not happy with our average rate per panel on the bulletin side..

Our next question will come from Doug Arthur, Evercore..

Sean, the pickup in digital in the second quarter was really encouraging. Did you -- I guess, what's sort of behind that? And obviously, the comps are not that difficult. And do you foresee the growth rate on a same-panel basis is picking up even more in the second half? If you could just sort of flesh that out a little bit..

Yes. Again, we're seeing pacings across the whole platform that are stronger than what they've been year-to-date, particularly in the -- again, sort of I'd say, back-to-school period, September, October and then moving into [ph] Q4. One of our categories that was up real strong is amusements, entertainments and sports. So that, in Q2, was up 7.3%.

They tend to be the heavy users of digital, because it's time-sensitive advertising. So that's the first thing I'd point to. They're using digital the right way, and it's helpful to what they want to accomplish. And again, if you're -- if you've got date-sensitive copy, then digital's the way to go. So that's what I'd point to..

And then just as a follow-up on national being down not that significantly in the second quarter, that you are seeing -- you're encouraged by the trends.

And sort of what's driving the -- your encouragement?.

So the categories that seem to be showing relative strength as we move into the back half are insurance, fast food and retail. As I mentioned, the back-to-school looks pretty strong. So those categories are up as we move into the back half.

And that negative number that we experienced in Q2 should be positive in the sort of 2-ish range as we go into the back half..

Our next question will come from Jason Bazinet, Citi..

I just had a slightly longer-term question.

Based on what you've learned about the digital market so far, where do you think, ultimately, your number of digital units begins to flatline?.

That's a tough one to answer. We are probably -- we're pushing 20% of our revenue is digital compared to our overall book. We have markets that are more penetrated than that. They're in the 30s. Our management in those markets seem to be happy with where they are, and they're not clamoring for more digital.

But then we have other markets that are penetrated less than that, in the 10s and teens percent. And they're confident that they can take more units and they're asking for more units. So is -- does that mean we tap out at 30%? I think it remains to be seen.

What does appear to be happening is that as we build out and CBS builds out and Clear builds out, we're creating a national platform that is relevant and useful to national buyers. That's a good thing. So I can't give you a straightforward answer.

I like the fact that we're penetrated to the tune of about 20% now and we're still growing the same board at 5%. That's a good thing..

Our next question will come from David Miller, Topeka Capital markets..

So just on the M&A theme.

As you're looking at some of these other sort of regional, smaller deals, do they have to be AFFO-accretive in year 1? I mean, would you ever consider doing a deal where, I mean, you could end up being sort of the #1 or #2 market-share player in a given market, but it may not be AFFO-accretive in year 1, it may be accretive in year 2? If you could really -- if it's scalable, and if it allows you to have a dominant market position in whatever market you're looking at.

Just curious..

Given the landscape I see, I don't think we need to go to a place where we're not immediately accretive. I really feel like there's a good runway of fields where we're the highest and best buyer, the most logical buyer. Sometimes on these little transactions, we're the only buyer. That's not always the case, but many times it is.

And so it's really just a function of sitting down and negotiating with sellers at a price that gets everybody to yes. Clearly, there will be a few larger regional players and it'll involve auctions and we'll have to sharpen our pencil, but I feel very, very good about our ability to bring in accretive transactions..

Have you seen any fluctuation in private multiples, at all, with these kind of regional operators since you attained REIT status?.

We've seen multiples fluctuate over the last couple of decades. Sometimes they're in the pre-synergies 12 range, post-synergies 10 range; sometimes it's pre-synergies 13, post-synergies 11; pre-synergies 11, post-synergies 9. The billboard business is, now that we're REIT, to outsiders looking in, it might seem different.

But for people that have been in this industry for a long time, it's always been a predictable real estate business. And these are businesses that are very resilient, people that are in them don't have to sell. So you really haven't seen huge swings in private market valuations, literally, since we've been doing this..

Our next question will come from William Bird, FDR (sic) [FBR]..

What do you think needs to happen to see greater price inflection for bulletins? And then secondly, do you still feel good about the potential for double-digit distribution growth in 2015?.

I'll take the second one first. Yes. We -- I can't speak for the board, but it's our stated intention to grow the distribution by at least 10% in '15 over '14. The question about bulletin rate is something that we have to manage to.

It would be nice to have a little macro inflation that we could hang our hat on, keeping in mind we're oftentimes renewing like real estate with the same customer year after year after year. And in a noninflationary environment, it's hard to push too hard on rate. So I put that at #1. Historically, inflation has been a very good thing for our industry.

And if we could, again, return to a macro environment where there's a justification for pushing rate, that would be helpful..

And I was wondering if you could break out what the kind of REIT conversion expense was in the quarter. And maybe just discuss kind of REIT next steps..

The expense for the quarter was right at $800,000 for all of our legal and accounting services. And most of the big costs, except one remaining, have been spent between last year and this year. We have a financial advisory fee that we still owe to one of our financial advisers at the time of final conversion.

That will be about $1 million and we should recognize that before year end.

And as far as -- the other part of the question was the timing?.

Yes, just what the next steps are on the path to being officially a REIT?.

We've got some legal processes and board approvals to get in place. And We're working on those, and we hope to have all of that finished up in Q3 or early Q4..

Our last question will come from Rich Fitzgerald, Twin Capital..

Just a quick follow-up on the dividend growth question. Sounds like you still feel good about double-digit dividend growth in 2015. Just wanted to get a sense for kind of beyond 2015.

How are you thinking about dividend growth both before and after you utilize your remaining NOL balance?.

Sure. So we've pretty much guided our shareholders to expect 10% a year for the next, I guess, now 3 years. So '14, '15, '16 and '17. Again, we can make that promise with a degree of confidence, because we are using our NOLs up to modulate that dividend growth.

In '18, we run out of the NOLs, as currently projected, and our distribution will go to 100% of what our NOI....

Net income..

Net income would be at that moment. And assuming all things being equal, then you'll see a spike at that point, because, again, we've been modulating the distribution, but through the use of NOLs.

Does that make sense?.

Right, okay. Yes, it does..

Thank you. At this time, we have no further questions in the queue..

Great. Thank you, Chantelle, and thanks, everybody, for listening. And we look forward to speaking again in November..

Thank you very much. Ladies and gentlemen, at this time, this conference has now concluded. You may disconnect your phone lines, and have a great rest of the week..