8-K

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 5, 2010

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 5, 2010, Lamar Advertising Company announced via press release its results for the quarter ended June 30, 2010. 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 5, 2010, reporting Lamar’s financial results for the quarter ended June 30, 2010.

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: August 5, 2010	LAMAR ADVERTISING COMPANY
	By:	/s/ Keith A. Istre
		Keith A. Istre
		Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.		Description
	99.1	Press Release of Lamar Advertising Company, dated August 5, 2010, reporting Lamar’s financial results for the quarter ended June 30, 2010.

EX-99.1

Exhibit 99.1

5551 Corporate Boulevard
Baton Rouge, LA 70808

Lamar Advertising Company Announces
Second Quarter 2010 Operating Results

Baton Rouge, LA – August 5, 2010 — 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, 2010.

Three Months Results

Lamar reported net revenues of $286.4 million for the second quarter of 2010 versus $274.7 million for the second quarter of 2009, a 4.2% increase. Operating income for the second quarter of 2010 was $49.3 million as compared to $34.0 million for the same period in 2009. The Company also recorded an expense of $17.1 million related to the loss on early extinguishment of debt resulting from the refinancing of its senior credit facility and the repurchase of all outstanding 7 1/4% Senior Subordinated Notes due 2013, of which $12.3 million is a non-cash charge attributable to the write off of unamortized debt issuance fees. The 7 1/4% Notes were repurchased pursuant to a tender offer and subsequent redemption, both of which were funded by proceeds from the issuance in April 2010 of $400 million 7 7/8% Senior Subordinated Notes due 2018. There was a net loss of $8.9 million for the second quarter of 2010 compared to a net loss of $11.8 million for the second quarter of 2009.

Adjusted EBITDA, which we refer to herein as EBITDA (defined as operating income before non-cash compensation, 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 2010 was $131.0 million versus $121.5 million for the second quarter of 2009, a 7.9% 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 2010 was $80.7 million as compared to $62.8 million for the same period in 2009, a 28.4% increase.

Pro forma net revenue for the second quarter of 2010 increased 3.7% and pro forma EBITDA increased 7.7% as compared to the second quarter of 2009. Pro forma net revenue and EBITDA include adjustments to the 2009 period for acquisitions and divestitures for the same time frame as actually owned in the 2010 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 $530.5 million for the six months ended June 30, 2010 versus $522.0 million for the same period in 2009, a 1.6% increase. Operating income for the six months ended June 30, 2010 was $60.1 million as compared to $37.9 million for the same period in 2009. EBITDA for the six months ended June 30, 2010 was $221.8 million versus $212.0 million for the same period in 2009. There was a net loss of $33.8 million for the six months ended June 30, 2010 as compared to a net loss of $33.6 million for the same period in 2009.

Free Cash Flow for the six months ended June 30, 2010 increased 8.7% to $117.1 million as compared to $107.7 million for the same period in 2009.

Liquidity

As of June 30, 2010, Lamar had $190.0 million in total liquidity that consists of $163.1 million available for borrowing under its revolving senior credit facility and approximately $26.9 million in cash and cash equivalents. Currently, Lamar has approximately $208.0 million available for borrowing under its revolving senior credit facility, as a result of principal payments made under its revolving credit facility since June 30, 2010.

Guidance

For the third quarter of 2010 the Company expects net revenue to be approximately $284.0 million. On a pro forma basis this represents an increase of approximately 4.0%.

Forward Looking Statements

This press release contains forward-looking statements, including the statements regarding guidance for the third quarter of 2010. 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 length and severity of the current recession and the effect that it has on the demand for advertising; (3) the continued popularity of outdoor advertising as an advertising medium; (4) our need for and ability to obtain additional funding for operations, debt refinancing or acquisitions; (5) the regulation of the outdoor advertising industry; (6) the integration of companies that we acquire and our ability to recognize cost savings or operating efficiencies as a result of these acquisitions; (7) the market for our Class A common stock and (8) 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 on Thursday, August 5, 2010 at 10:00a.m. central time. Instructions for the conference call and Webcast are provided below:

Conference Call

All Callers:	1-334-323-0520 or 1-334-323-9871
Passcode:	Lamar
Replay:	1-334-323-7226
Passcode:	93244770
	Available through Monday, August 9, 2010 at 11:59 p.m. eastern time.
Live Webcast:	www.lamar.com
Webcast Replay:	www.lamar.com
	Available through Monday, August 9, 2010 at 11:59 p.m. eastern time.
Company Contact:	Keith A. Istre
	Chief Financial Officer
	(225) 926-1000
	KI@lamar.com

General Information

Lamar Advertising Company is a leading outdoor advertising company currently operating over 150 outdoor advertising companies in 44 states, Canada and Puerto Rico, logo businesses in 21 states and the province of Ontario, Canada and over 60 transit advertising franchises in the United States, Canada and Puerto Rico.

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,
	2010			2009			2010			2009
Net revenues	$	286,366		$	274,736		$	530,469		$	521,984
Operating expenses (income)
Direct advertising expenses		99,825			99,444			198,377			200,425
General and administrative expenses		45,608			44,283			90,368			89,660
Corporate expenses		9,904			9,539			19,926			19,860
Non-cash compensation		5,039			5,236			7,800			6,741
Depreciation and amortization		78,165			83,489			156,507			169,263
Gain on disposition of assets		(1,446	)		(1,221	)		(2,619	)		(1,873	)
		237,095			240,770			470,359			484,076
Operating income		49,271			33,966			60,110			37,908
Other expense (income)
Loss (gain) on extinguishment of debt		17,137			(3,539	)		17,398			(3,539	)
Interest income		(87	)		(169	)		(176	)		(314	)
Interest expense		46,640			56,645			95,970			92,995
		63,690			52,937			113,192			89,142
Loss before income tax		(14,419	)		(18,971	)		(53,082	)		(51,234	)
Income tax benefit		(5,482	)		(7,134	)		(19,318	)		(17,659	)
Net loss		(8,937	)		(11,837	)		(33,764	)		(33,575	)
Preferred stock dividends		91			91			182			182
Net loss applicable to common stock	$	(9,028	)	$	(11,928	)	$	(33,946	)	$	(33,757	)
Earnings per share:
Basic loss per share	$	(0.10	)	$	(0.13	)	$	(0.37	)	$	(0.37	)
Diluted loss per share	$	(0.10	)	$	(0.13	)	$	(0.37	)	$	(0.37	)
Weighted average common shares outstanding:
- basic		92,202,404			91,686,753			92,115,868			91,633,232
- diluted		92,714,870			91,746,773			92,627,203			91,787,134
OTHER DATA
Free Cash Flow Computation:
EBITDA	$	131,029		$	121,470		$	221,798		$	212,039
Interest, net		(42,460	)		(46,373	)		(87,752	)		(81,296	)
Current tax expense		(477	)		(759	)		(1,088	)		(1,377	)
Preferred stock dividends		(91	)		(91	)		(182	)		(182	)
Total capital expenditures (1)		(7,347	)		(11,413	)		(15,688	)		21,471	)
Free cash flow	$	80,654		$	62,834		$	117,088		$	107,713

⁽¹⁾ See the capital expenditures detail included below for a breakdown by category.

	June 30,		December 31,
	2010		2009
Selected Balance Sheet Data:
Cash and cash equivalents	$	26,876	$	112,253
Working capital		166,362		104,229
Total assets		3,781,153		3,943,541
Total debt (including current maturities)		2,546,967		2,674,912
Total stockholders’ equity		807,375		831,798

	Three months ended						Six months ended
	June 30,						June 30,
	2010			2009			2010			2009
Other Data:
Cash flows provided by operating activities	$	85,519		$	97,050		$	93,170		$	116,411
Cash flows used in investing activities		5,077			10,197			13,119			13,785
Cash flows (used in) provided by financing activities		(86,468	)		(123,294	)		(165,599	)		40,641
Reconciliation of Free Cash Flow to Cash Flows Provided by Operating Activities:
Cash flows provided by operating activities	$	85,519		$	97,050		$	93,170		$	116,411
Changes in operating assets and liabilities		4,341			(19,591	)		43,567			18,450
Total capital expenditures		(7,347	)		(11,413	)		(15,688	)		(21,471	)
Preferred stock dividends		(91	)		(91	)		(182	)		(182	)
Other		(1,768	)		(3,121	)		(3,779	)		(5,495	)
Free cash flow	$	80,654		$	62,834		$	117,088		$	107,713
Reconciliation of EBITDA to Net loss:
EBITDA	$	131,029		$	121,470		$	221,798		$	212,039
Less:
Non-cash compensation		5,039			5,236			7,800			6,741
Depreciation and amortization		78,165			83,489			156,507			169,263
Gain on disposition of assets		(1,446	)		(1,221	)		(2,619	)		(1,873	)
Operating Income		49,271			33,966			60,110			37,908
Less:
Interest income		(87	)		(169	)		(176	)		(314	)
Loss (gain) on extinguishment of debt		17,137			(3,539	)		17,398			(3,539	)
Interest expense		46,640			56,645			95,970			92,995
Income tax benefit		(5,482	)		(7,134	)		(19,318	)		(17,659	)
Net loss	$	(8,937	)	$	(11,837	)	$	(33,764	)	$	(33,575	)

	Three months ended
	June 30,
	2010		2009		% Change
Reconciliation of Reported Basis to Pro Forma (a) Basis:
Reported net revenue	$	286,366	$	274,736		4.2	%
Acquisitions and divestitures		—		1,295
Pro forma net revenue	$	286,366	$	276,031		3.7	%
Reported direct advertising and G&A expenses	$	145,433	$	143,727		1.2	%
Acquisitions and divestitures		—		1,066
Pro forma direct advertising and G&A expenses	$	145,433	$	144,793		0.4	%
Reported outdoor operating income	$	140,933	$	131,009		7.6	%
Acquisitions and divestitures		—		229
Pro forma outdoor operating income	$	140,933	$	131,238		7.4	%
Reported corporate expenses	$	9,904	$	9,539		3.8	%
Acquisitions and divestitures		—		—
Pro forma corporate expenses	$	9,904	$	9,539		3.8	%
Reported EBITDA	$	131,029	$	121,470		7.9	%
Acquisitions and divestitures		—		229
Pro forma EBITDA	$	131,029	$	121,699		7.7	%

(a) Pro forma net revenues, direct advertising and general and administrative expenses, outdoor operating income, corporate expenses and EBITDA include adjustments to 2009 for acquisitions and divestitures for the same time frame as actually owned in 2010.

	Three months ended
	June 30,
	2010		2009
Reconciliation of Outdoor Operating Income to Operating Income:
Outdoor operating income	$	140,933	$	131,009
Less: Corporate expenses		9,904		9,539
Non-cash compensation		5,039		5,236
Depreciation and amortization		78,165		83,489
Plus: Gain on disposition of assets		1,446		1,221
Operating income	$	49,271	$	33,966

	Three months ended				Six months ended
	June 30,				June 30,
	2010		2009		2010		2009
Capital expenditure detail by category
Billboards — traditional	$	873	$	2,217	$	2,509	$	5,061
Billboards — digital		2,937		3,929		4,670		8,247
Logo		1,981		1,409		4,068		2,071
Transit		38		2,022		674		3,010
Land and buildings		—		—		579		384
Operating equipment		1,518		1,836		3,188		2,698
Total capital expenditures	$	7,347	$	11,413	$	15,688	$	21,471