LAMAR ADVERTISING CO/NEW
8-K, 1999-08-03
ADVERTISING AGENCIES
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<PAGE>   1
                       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 2, 1999



                            LAMAR ADVERTISING COMPANY
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                              <C>                                     <C>
          DELAWARE                                   0-20833                                 72-1449411
(State or other jurisdiction                     (Commission File                          (IRS Employer
      of incorporation)                               Number)                            Identification No.)
</TABLE>


             5551 CORPORATE BOULEVARD, BATON ROUTE, LOUISIANA 70808
              (Address of principal executive offices and zip code)



                                 (225) 926-1000
              (Registrant's telephone number, including area code)

<PAGE>   2
ITEM 5.  OTHER EVENTS.

         Lamar Advertising Company has announced its operating results for the
second quarter ended June 30, 1999. Filed herewith as Exhibit 99.1 is a copy of
a press release that was issued on August 2, 1999 describing these results.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.

           (c)    Exhibits.

                  99.1   Press release issued by the registrant on August 2,
                         1999.


                                       2
<PAGE>   3
                                   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 2, 1999                  LAMAR ADVERTISING COMPANY


                                       By: /s/ KEVIN P. REILLY, JR.
                                           -------------------------------------
                                           Kevin P. Reilly, Jr.
                                           President and Chief Executive Officer


                                        3
<PAGE>   4
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER          DESCRIPTION
- --------         -----------
<S>              <C>
  99.1           Press release issued by the registrant on August 2, 1999
</TABLE>

<PAGE>   1
                                                                    EXHIBIT 99.1


                                     LAMAR

                            5551 CORPORATE BOULEVARD
                             BATON ROUGE, LA 70808



                   LAMAR ADVERTISING COMPANY ANNOUNCES RECORD
              SECOND QUARTER ENDED JUNE 30, 1999 OPERATING RESULTS

Baton Rouge, LA -- Monday, August 2, 1999 -- Lamar Advertising Company (Nasdaq:
LAMR) a leading owner and operator of outdoor advertising and logo sign
displays, today announced record revenue and operating cash flow for the second
quarter ended June 30, 1999.

Lamar reported record net revenues of $97.8 million for the second quarter of
1999 versus $69.7 million for the second quarter of 1998 and operating cash
flow (EBITDA) of $46.6 million for the second quarter of 1999 versus $33.1
million for the second quarter of 1998.

There was a net loss of $5.0 million for the second quarter of 1999 which
compared to a net loss of $1.1 million for the second quarter of 1998.

For the six months ended June 30, 1999, net revenue was $183.6M, operating cash
flow (EBITDA) was $82.5M and the net loss was $15.7M compared to net revenue of
$128.1M, operating cash flow (EBITDA) of $57.4M and net loss of $5.7M for the
six months ended June 30, 1998.

In addition, during the second quarter Lamar entered into agreements to acquire
additional billboard assets for a total purchase price of approximately $30
million. All agreements will be closed by September 1, 1999 and will add an
additional 1,030 displays to existing operations.

Also, Lamar's wholly owned subsidiary, Interstate Logos, Inc. was awarded a new
logo franchise by the state of New Mexico on July 21, 1999.

Lamar Advertising Company is a leading outdoor advertising company currently
operating 107 outdoor advertising companies in 36 states, logo franchises in 20
states and the province of Ontario, Canada and 23 transit advertising
franchises in nine states.

Company Contact:  Keith A. Istre
                  Chief Financial Officer
                  (225) 926-1000
<PAGE>   2

                         LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                           Three Months Ended                  Six Months Ended
                                                                June 30,                           June 30,
                                                          1999             1998             1999             1998
                                                       -----------     ------------     ------------     ------------
<S>                                                    <C>             <C>              <C>              <C>
Net Revenues                                           $    97,809     $     69,675     $    183,575     $    128,072
                                                       -----------     ------------     ------------     ------------

Operating expenses
     Direct advertising expenses                            30,481           21,609           60,245           42,439
     Selling, general and administrative expenses           20,754           15,008           40,853           28,224
     Depreciation and amortization                          32,652           19,491           64,213           37,096
                                                       -----------     ------------     ------------     ------------
                                                            83,887           56,108          165,311          107,759
                                                       -----------     ------------     ------------     ------------
       Operating income                                     13,922           13,567           18,264           20,313
                                                       -----------     ------------     ------------     ------------

Other expense (income)
     Interest income                                          (269)            (129)            (955)            (236)
     Interest expense                                       18,234           13,915           36,379           27,241
     (Gain) loss on disposition of assets                     (141)             709             (477)             392
                                                       -----------     ------------     ------------     ------------
                                                            17,824           14,495           34,947           27,397
                                                       -----------     ------------     ------------     ------------

Loss before income taxes and cumulative effect
     of a change in accounting principle                    (3,902)            (928)         (16,683)          (7,084)

Income tax expense (benefit)                                 1,076              142           (1,766)          (1,423)
                                                       -----------     ------------     ------------     ------------

Loss before cumulative effect of a change
     in accounting principle                                (4,978)          (1,070)         (14,917)          (5,661)

Cumulative effect of a change in accounting
     principle, net of tax                                      --               --             (767)              --
                                                       -----------     ------------     ------------     ------------

Net Loss                                                    (4,978)          (1,070)         (15,684)          (5,661)

     Preferred stock dividends                                 183              183              274              274
                                                       -----------     ------------     ------------     ------------

Net loss applicable to common stock                         (5,161)          (1,253)         (15,958)          (5,935)
                                                       ===========     ============     ============     ============

Loss before cumulative effect of a change in
     accounting principle per common share -
     basic and diluted                                 $      (.08)    $       (.02)    $       (.25)    $       (.12)
                                                       ===========     ============     ============     ============

Cumulative effect of a change in accounting
     principle, net of tax, per common share -
     basic and diluted                                 $       (--)    $        (--)    $       (.01)    $        (--)
                                                       ===========     ============     ============     ============

Net loss per common share - basic                      $      (.08)    $       (.02)    $       (.26)    $       (.12)
                                                       ===========     ============     ============     ============
Net loss per common share - diluted                    $      (.08)    $       (.02)    $       (.26)    $       (.12)
                                                       ===========     ============     ============     ============

Weighted average common shares outstanding              61,227,406       48,802,640       61,185,610       48,080,862
Incremental common shares from dilutive stock
  options                                                       --               --               --               --
                                                       -----------     ------------     ------------     ------------
Weighted average common shares
  assuming dilution                                     61,227,406       48,802,640       61,185,610       48,080,862
                                                       ===========     ============     ============     ============
</TABLE>



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