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): NOVEMBER 5, 2003 LAMAR ADVERTISING COMPANY (Exact name of registrant as specified in its charter) DELAWARE 0-30242 72-1449411 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) 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)
Item 12. Results of Operations and Financial Condition. On November 5, 2003, Lamar Advertising Company announced via press release its results for the third 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
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 5, 2003 LAMAR ADVERTISING COMPANY By: /s/ Keith A. Istre ------------------------------------- Keith A. Istre Treasurer and Chief Financial Officer 3
EXHIBIT INDEX
Exhibit 99.1 (LAMAR LOGO) 5551 CORPORATE BOULEVARD BATON ROUGE, LA 70808 LAMAR ADVERTISING COMPANY ANNOUNCES THIRD QUARTER 2003 OPERATING RESULTS Baton Rouge, LA - Wednesday, November 5, 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 third quarter ended September 30, 2003. THIRD QUARTER RESULTS Lamar reported net revenues of $211.7 million for the third quarter of 2003 versus $201.9 million for the third quarter of 2002, a 4.9% increase. Operating income for the third quarter of 2003 was $23.8 million as compared to $17.7 million for the same period in 2002. There was a net loss of $6.5 million for the third quarter of 2003 compared to a net loss of $6.0 million for the third quarter of 2002. The net loss of $6.5 million includes a loss on extinguishment of debt of $12.6 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 loss (gain) on disposition of assets - see reconciliation to net loss at the end of this release) for the third quarter of 2003 was $94.4 million versus $87.9 million for the third quarter of 2002, a 7.4% increase. Free cash flow (defined as EBITDA less interest, 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 2003 was $52.4 million as compared to $39.4 million for the same period in 2002, a 33.0% increase. On a pro forma basis, net revenue for the third quarter of 2003 increased 1.7% compared to the third quarter of 2002. Pro forma direct advertising and general and administrative expenses before corporate expenses increased 1.3% compared to the third quarter of 2002. Pro forma outdoor operating income increased 2.1% as compared to the same period in 2002. Corporate expenses decreased approximately $2.0 million compared to the third quarter of 2002. This decrease is primarily due to a $2.3 million non-cash charge in the third quarter of 2002 related to a jury verdict rendered against the Company that is now on appeal. Pro forma EBITDA increased 4.5% compared to the third quarter of 2002 before adjusting for the jury verdict mentioned above and had this charge not occurred pro forma EBITDA would have increased 1.9%. Pro forma net revenue, direct advertising and general and administrative expenses, outdoor operating income, corporate expenses 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. NINE MONTHS RESULTS Lamar reported net revenues of $604.1 million for the nine months ended September 30, 2003 versus $581.0 million for the same period in 2002, a 4.0% increase. Operating income for the nine months ended September 30, 2003 was $51.6 million as compared to $45.9 million for the same period in 2002. EBITDA increased 2.4% to $258.5 million for the nine months ended September 30, 2003 versus $252.5 million for the same period in 2002. There was a net loss of $41.0 million for the nine months ended September 30, 2003 as compared to a net loss of $22.5 million for the same period in 2002. The net loss of $41.0 million includes a loss on extinguishment of debt of $29.5 million and cumulative effect of a change in accounting principle, net of tax of $11.7 million. Free Cash Flow for the nine months ended September 30, 2003 was $129.6 million as compared to $119.2 million for the same period in 2002, an 8.7% increase.
FINANCING HIGHLIGHTS In July, the Company redeemed all of its 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. The redemption was funded by the issuance on June 16, 2003 of $287.5 million of 2 7/8% Convertible Notes due 2010. As a result of this redemption, the Company recorded a loss on extinguishment of debt of $12.6 million which consisted of a prepayment penalty of $8.6 million and associated debt issuance costs of approximately $4.0 million. GUIDANCE Q4 2003 For the fourth quarter of 2003 the Company expects net revenue to be approximately $202 million. On a pro forma basis this equates to an increase of approximately 1% 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 fourth 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, 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, however, 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 AND WEBCAST INFORMATION A conference call will be held to discuss the Company's operating results Wednesday, November 5, 2003 at 10:00 a.m. eastern time. Instructions for the conference call and Webcast are provided below: CONFERENCE CALL ALL CALLERS: 1-706-643-3436 CONFERENCE ID # 3660090 REPLAY: 1-706-645-9291 CONFERENCE ID # 3660090 Will run through Tuesday, November 11, 2003 at 11:59 p.m. eastern time WEBCAST INFORMATION LIVE WEBCAST: www.lamar.com WEBCAST REPLAY: www.lamar.com Available through Tuesday, November 11, 2003 at 11:59 p.m. eastern time
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 39 transit advertising franchises in 15 states. 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)