View:

Download DOC

Download PDF

Download XLS

Table of Contents

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):
August 6, 2003

LAMAR ADVERTISING COMPANY

5551 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices and zip code)

(225) 926-1000
(Registrants’ telephone number, including area code)

Table of Contents

Item 12. Results of Operations and Financial Condition.

     On August 6, 2003, Lamar Advertising Company announced via press release its results for the second quarter of 2003. 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.

3

Table of Contents

EXHIBIT INDEX

4

5551 Corporate Boulevard
Baton Rouge, LA 70808

Lamar Advertising Company Announces
Second Quarter 2003 Operating Results

Baton Rouge, LA — Wednesday, August 6, 2003 — 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, 2003.

Second Quarter Results
Lamar reported net revenues of $208.2 million for the second quarter of 2003 versus $202.5 million for the second quarter of 2002, a 2.8% increase. Operating income for the second quarter of 2003 was $25.5 million as compared to $27.2 million for the same period in 2002. There was a net loss of $2.2 million for the second quarter of 2003 compared to a net loss of $0.3 million for the second quarter of 2002. The net loss of $2.2 million includes a loss on extinguishment of debt of $5.8 million which is described in detail below.

Adjusted EBITDA, which we refer to herein as EBITDA, (defined as operating income before depreciation and amortization and gain on disposition of assets - see reconciliation to net loss at the end of this release) for the second quarter of 2003 was $94.2 million versus $96.5 million for the second quarter of 2002, a 2.4% decrease.

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 2003 was $49.0 million as compared to $47.2 million for the same period in 2002, a 3.8% increase.

On a pro forma basis, net revenue for the second quarter of 2003 was even with the second quarter of 2002 and EBITDA decreased 4.7% compared to the second quarter of 2002. Pro forma net revenue, outdoor direct and general and administrative expenses, outdoor operating income, corporate overhead and EBITDA include adjustments to 2002 for acquisitions and divestitures for the same time frame as actually owned in 2003. 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 $392.4 million for the six months ended June 30, 2003 versus $379.1 million for the same period ended in 2002, a 3.5% increase. Operating income for the six months ended June 30, 2003 was $27.8 million as compared to $28.3 million for the same period in 2002. EBITDA decreased 0.3% to $164.1 million for the six months ended June 30, 2003 versus $164.6 million for the same period in 2002. There was a net loss of $34.5 million for the six months ended June 30, 2003 as compared to a net loss of $16.5 million for the same period in 2002. The net loss of $34.5 million includes a cumulative effect of a change in accounting principle, net of tax of $11.7 million.

Free Cash Flow for the six months ended June 30, 2003 was $77.2 million as compared to $79.8 million for the same period in 2002, a 3.3% decrease. This decrease was due primarily to a $5.3 million non-recurring current tax refund recorded in 2002.

Financing Highlights
On June 16, 2003, the Company issued $287.5 million of 2 7/8% Convertible Notes due 2010. The net proceeds from the issuance of these notes, together with additional cash, were used on July 16, 2003 to redeem all of the Company’s outstanding 5 1/4% Convertible Notes due 2006 in aggregate principal amount of approximately $287.5 million for a redemption price equal to 103.0% of the principal amount of the notes.

In June 2003, the Company’s wholly owned subsidiary, Lamar Media Corp., called $100 million of its $200 million 8 5/8% Senior Subordinated Notes due 2007. The redemption was funded by the issuance on June 12, 2003 of a $125 million add on to its $260 million 7 1/4% Notes due 2013. The issue price of the $125 million 7 1/4% Notes was 103.661% which yields an effective rate of 6 5/8%. The redemption price of the $100 million 8 5/8% senior subordinated notes was equal to 104.313% of the principal amount of the notes. As a result of this redemption, the Company recorded a loss on extinguishment of debt of $5.8 million which consisted of a prepayment penalty of $4.3 million and associated debt issuance costs of approximately $1.5 million.

Guidance Q3 2003
For the third quarter of 2003 the Company expects net revenue to be approximately $212 million. On a pro forma basis this equates to an increase of approximately 2% over the same period in 2002. On this level of net revenue, EBITDA on a proforma basis should be even to slightly up.

Forward Looking Statements
This press release contains forward-looking statements, including the statements regarding our guidance for the third quarter of 2003. 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 extent and length of the tightness in the 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 Wednesday, August 6, 2003 at 10:00 a.m. central time. Instructions for the conference call and Webcast are provided below:

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 21 states and the province of Ontario, Canada and 40 transit advertising franchises in 15 states.