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

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
(Registrant’s 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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 August 8, 2007, Lamar Advertising Company announced via press release its results for the quarter ended June 30, 2007. A copy of Lamar’s 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

Exhibit
No.		Description
99.1		Press Release of Lamar Advertising Company, dated August 8, 2007, reporting Lamar’s financial results for the quarter ended June 30, 2007.

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.

EXHIBIT INDEX

Exhibit
No.		Description
99.1		Press Release of Lamar Advertising Company, dated August 8, 2007, reporting Lamar’s financial results for the quarter ended June 30, 2007.

Exhibit 99.1

5551 Corporate Boulevard
Baton Rouge, LA 70808

Lamar Advertising Company Announces
Second Quarter 2007 Operating Results

Baton Rouge, LA – Wednesday, August 8, 2007 — 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, 2007.

Second Quarter Results

Lamar reported net revenues of $315.2 million for the second quarter of 2007 versus $287.6 million for the second quarter of 2006, a 9.6 % increase. Operating income for the second quarter of 2007 was $74.6 million as compared to $59.2 million for the same period in 2006. There were net earnings of $18.4 million which is unchanged from the second quarter of 2006.

Adjusted EBITDA, which we refer to herein as EBITDA (defined as operating income before non-cash compensation, depreciation and amortization and (gain) loss on disposition of assets — see reconciliation to net income at the end of this release), for the second quarter of 2007 was $152.4 million versus $135.4 million for the second quarter of 2006, a 12.5 % 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 second quarter of 2007 was $39.7 million as compared to $35.8 million for the same period in 2006, an 10.9% increase.

Pro forma net revenue for the second quarter of 2007 increased 8.8% and pro forma EBITDA increased 11.7 % as compared to the second quarter of 2006. Pro forma net revenue and EBITDA include adjustments to the 2006 period for acquisitions and divestitures for the same time frame as actually owned in the 2007 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.

Six Months Results

Lamar reported net revenues of $590.4 million for the six months ended June 30, 2007 versus $540.9 million for the same period in 2006, a 9.2% increase. Operating income for the six months ended June 30, 2007 was $106.1 million as compared to $86.5 million for the same period in 2006. EBITDA increased 12.2% to $266.3 million for the six months ended June 30, 2007 versus $237.3 million for the same period in 2006. There was net income of $27.2 million for the six months ended June 30, 2007 as compared to net income of $19.9 million for the same period in 2006.

Free Cash Flow for the six months ended June 30, 2007 was $77.3 million as compared to $64.9 million for the same period in 2006, a 19.1% increase.

As of the date of this press release, the Company has 534 digital displays in operation in 116 markets.

Stock Repurchase Program

During the quarter ended June 30, 2007, the Company repurchased 967,258 shares of its Class A common stock for an aggregate purchase price of approximately $62 million. As of June 30, 2007, the Company had approximately $407 million of authorized repurchase capacity remaining under its repurchase program. Share repurchases under the program may be made on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased is determined by Lamar’s 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.

Exchange Offer

On May 31, 2007, the Company commenced an offer to exchange all of its outstanding 2 7/8% Convertible Notes due 2010 (the “outstanding notes”), for an equal amount of newly issued 2 7/8% Convertible Notes due 2010—Series B (“the “new notes”) and cash. The new notes are a separate series of debt securities. The purpose of the exchange offer was to exchange outstanding notes for new notes with certain different terms. The primary difference between the new and outstanding notes is that upon conversion of the new notes, the Company can deliver to the note holders, at its option, all cash, all Class A common stock or any combination of the two whereas the outstanding notes convert solely into the Company’s Class A common stock. This exchange was completed on July 3, 2007. The Company accepted for exchange $287.2 million aggregate principal amount of outstanding notes, which represented approximately 99.9 % of the total outstanding notes. Approximately $0.3 million aggregate principal amount of outstanding notes remain outstanding with the total indebtedness of the Company remaining unchanged.

Guidance

For the third quarter of 2007 the Company expects net revenue to be approximately $311 million. On a pro forma basis this represents an increase of approximately 6% over the same period in 2006.

Forward Looking Statements

This press release contains forward-looking statements, including the statements regarding our guidance for the third quarter of 2007. 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 strength of 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 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 Wednesday, August 8, 2007 at 10:00 a.m. central time. Instructions for the conference call and Webcast are provided below:

Conference Call

		All Callers:		1-334-323-9871 or 1-334-323-9872
		Passcode:		Lamar
		Replay:		1-877-919-4059
		Passcode:		63018731
				Available through Friday, August 10, 2007 at 11:59 p.m. eastern time
		Live Webcast:		www.lamar.com
		Webcast Replay:		www.lamar.com
				Available through Friday, August 10, 2007 at 11:59 p.m. eastern time

General Information on Lamar

Lamar Advertising Company is a leading outdoor advertising company currently operating approximately 150 outdoor advertising companies in 44 states, Canada and Puerto Rico, logo businesses in 19 states and the province of Ontario, Canada and approximately 70 transit advertising companies in the United States, Canada and Puerto Rico.

		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)

		Three months ended								Six months ended
		June 30,								June 30,
		2007				2006				2007				2006
Net revenues		$	315,225			$	287,577			$	590,410			$	540,910
Operating expenses (income)
Direct advertising expenses			102,769				96,415				203,552				191,624
General and administrative expenses			48,506				45,804				97,382				92,118
Corporate expenses			11,587				9,918				23,138				19,897
Non-cash compensation			6,145				2,912				15,592				5,910
Depreciation and amortization			73,150				74,089				146,468				147,267
Gain on disposition of assets			(1,519	)			(712	)			(1,831	)			(2,390	)
			240,638				228,426				484,301				454,426
Operating income			74,587				59,151				106,109				86,484
Other expense (income)
Gain on disposition of investment			—				—				(15,448	)			—
Interest income			(251	)			(378	)			(744	)			(605	)
Interest expense			43,292				27,126				75,137				51,969
			43,041				26,748				58,945				51,364
Income before income tax expense			31,546				32,403				47,164				35,120
Income tax expense			13,166				14,031				19,945				15,208
Net income			18,380				18,372				27,219				19,912
Preferred stock dividends			91				91				182				182
Net income applicable to common stock		$	18,289			$	18,281			$	27,037			$	19,730
Earnings per share:
Basic earnings per share		$	0.19			$	0.18			$	0.27			$	0.19
Diluted earnings per share		$	0.19			$	0.18			$	0.27			$	0.19
Cash dividends declared per share of common stock		$	—			$	—			$	3.25			$	—
Weighted average common shares outstanding:
- basic			97,647,094				103,277,889				98,430,517				104,138,905
- diluted			98,487,257				104,348,078				99,215,975				105,101,156
OTHER DATA
Free Cash Flow Computation:
EBITDA		$	152,363			$	135,440			$	266,338			$	237,271
Interest, net			(41,924	)			(25,533	)			(72,186	)			(48,936	)
Current tax expense			(10,704	)			(6,864	)			(6,710	)			(9,465	)
Preferred stock dividends			(91	)			(91	)			(182	)			(182	)
Total capital expenditures (1)			(59,941	)			(67,195	)			(110,005	)			(113,753	)
Free cash flow		$	39,703			$	35,757			$	77,255			$	64,935
(1)    See the capital expenditures detail included below for a breakdown by category.
										June 30,				December 31,
										2007				2006
Selected Balance Sheet Data:
Cash and cash equivalents										$	12,160			$	11,796
Working capital											113,395				119,791
Total assets											3,985,490				3,924,228
Total debt (including current maturities)											2,517,497				1,990,468
Total stockholders’ equity											1,076,054				1,538,533

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Other Data:
Cash flows provided by operating activities		$	110,149			$	121,959			$	143,501			$	156,880
Cash flows used in investing activities			84,339				108,797				165,557				220,568
Cash flows provided by (used in) financing activities			(13,325	)			(14,855	)			23,008				49,715
Reconciliation of Free Cash Flow to Cash Flows Provided by Operating Activities:
Cash flows provided by operating activities		$	110,149			$	121,959			$	143,501			$	156,880
Changes in operating assets and liabilities			(10,254	)			(13,305	)			38,457				24,478
Total capital expenditures			(59,941	)			(67,195	)			(110,005	)			(113,753	)
Preferred stock dividends			(91	)			(91	)			(182	)			(182	)
Other			(160	)			(5,611	)			5,484				(2,488	)
Free cash flow		$	39,703			$	35,757			$	77,255			$	64,935
Reconciliation of EBITDA to Net income:
EBITDA		$	152,363			$	135,440			$	266,338			$	237,271
Less:
Non-cash compensation			6,145				2,912				15,592				5,910
Depreciation and amortization			73,150				74,089				146,468				147,267
Gain on disposition of assets			(1,519	)			(712	)			(1,831	)			(2,390	)
Operating Income			74,587				59,151				106,109				86,484
Less:
Interest income			(251	)			(378	)			(744	)			(605	)
Gain on disposition of investment			—				—				(15,448	)			—
Interest expense			43,292				27,126				75,137				51,969
Income tax expense			13,166				14,031				19,945				15,208
Net income		$	18,380			$	18,372			$	27,219			$	19,912

		Three months ended
		June 30,
Reconciliation of Reported Basis to Pro Forma (a) Basis:		2007				2006				% Change
Reported net revenue		$	315,225			$	287,577				9.6	%
Acquisitions and divestitures							2,148
Pro forma net revenue		$	315,225			$	289,725				8.8	%
Reported direct advertising and G&A expenses		$	151,275			$	142,219				6.4	%
Acquisitions and divestitures							961
Pro forma direct advertising and G&A expenses		$	151,275			$	143,180				5.7	%
Reported outdoor operating income		$	163,950			$	145,358				12.8	%
Acquisitions and divestitures							1,187
Pro forma outdoor operating income		$	163,950			$	146,545				11.9	%
Reported Corporate expenses		$	11,587			$	9,918				16.8	%
Acquisitions and divestitures							223
Pro forma Corporate expenses		$	11,587			$	10,141				14.3	%
Reported EBITDA		$	152,363			$	135,440				12.5	%
Acquisitions and divestitures							964
Pro forma EBITDA		$	152,363			$	136,404				11.7	%
Reconciliation of Outdoor Operating Income to Operating Income:
Outdoor Operating income		$	163,950			$	145,358
Less: Corporate expenses			(11,587	)			(9,918	)
Non-cash compensation			(6,145	)			(2,912	)
Depreciation and amortization			(73,150	)			(74,089	)
Plus: Gain on disposition of assets			1,519				712
Operating income		$	74,587			$	59,151

		Three months ended								Six months ended
		June 30,								June 30,
		2007				2006				2007				2006
Capital expenditure detail by category
Billboards — traditional		$	16,568			$	24,209			$	37,093			$	34,393
Billboards — digital			25,003				19,024				40,789				37,051
Logo			3,025				2,348				4,799				3,953
Transit			147				139				586				353
Land and buildings			9,710				4,286				18,810				11,559
Operating equipment			5,488				14,498				7,928				16,676
Storm reconstruction			—				2,691				—				9,768
Total capital expenditures		$	59,941			$	67,195			$	110,005			$	113,753