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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-K (Mark One) þ
    ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT
OF 1934
 For the fiscal year ended December 31, 2004 o
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
  For the transition period from to Commission File Number 0-30242 Lamar Advertising Company Commission File Number 1-12407
  Lamar Media Corp.
 (Exact name of registrants as specified in their charters) Delaware
    
    72-1449411Delaware
    
    72-1205791(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No)5551 Corporate Blvd., Baton Rouge, LA
    
    70808(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (225) 926-1000 SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None SECURITIES OF LAMAR ADVERTISING COMPANY
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A common stock, $.001 par value SECURITIES OF LAMAR MEDIA CORP.
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None Indicate by check mark whether each registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of Lamar Advertising Companys
knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether Lamar Advertising Company is an accelerated filer (as defined in
Rule 126-2 under the Securities Exchange Act of 1934). Yes þ No o Indicate by check mark whether Lamar Media Corp. is an accelerated filer (as defined in Rule 126-2
under the Securities Exchange Act of 1934). Yes o No þ The aggregate market value of the voting stock held by nonaffiliates of Lamar Advertising Company
as of June 30, 2004:  $3,598,063,308 The number of shares of Lamar Advertising Companys Class A common stock outstanding as of February
28, 2005: 89,793,006

The number of shares of the Lamar Advertising Companys Class B common stock outstanding as of
February 28, 2005: 15,672,527 This combined Form 10-K is separately filed by (i) Lamar Advertising Company and (ii) Lamar Media
Corp. (which is a wholly owned subsidiary of Lamar Advertising Company). Lamar Media Corp. meets
the conditions set forth in general instruction I(1) (a) and (b) of Form 10-K and is, therefore,
filing this form with the reduced disclosure format permitted by such instruction.




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DOCUMENTS INCORPORATED BY REFERENCE Portions of Lamar Advertising Companys proxy statement for the Annual Meeting of Stockholders to
be held on May 26, 2005 are incorporated by reference into Part III of this Form 10-K. NOTE REGARDING FORWARD-LOOKING STATEMENTS This combined Annual Report on Form 10-K of Lamar Advertising Company and Lamar Media Corp.
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These are statements that relate to future
periods and include statements about the Companys, and Lamar Medias:  
    expected operating results;
    market opportunities;
    acquisition opportunities;
    ability to compete; and
    stock price. Generally, the words anticipates, believes, expects, intends, estimates, projects, plans and
similar expressions identify forward-looking statements. These forward-looking statements involve
known and unknown risks, uncertainties and other important factors that could cause the Companys
and Lamar Medias actual results, performance or achievements or industry results, to differ
materially from any future results, performance or achievements expressed or implied by these
forward-looking statements. These risks, uncertainties and other important factors include, among
others:  
    risks and uncertainties relating to the Companys significant indebtedness;  
    the demand for outdoor advertising;  
    the performance of the U.S. economy generally and the level of expenditures on outdoor advertising particularly;  
    the Companys ability to renew expiring contracts at favorable rates;  
    the integration of companies that the Company acquires and its ability to recognize cost savings or operating
efficiencies as a result of these acquisitions;  
    the Companys need for and ability to obtain additional funding for acquisitions or operations; and  
    the regulation of the outdoor advertising industry. The forward-looking statements contained in this combined Annual Report on Form 10-K speak only as
of the date of this combined Annual Report. Lamar Advertising Company and Lamar Media Corp.
expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained in this combined Annual Report to reflect any change in their
expectations with regard thereto or any change in events, conditions or circumstances on which any
forward-looking statement is based. 2




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANTITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSitem 6. selected financial dataITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTSManagements Report on Internal Control Over Financial ReportingReport of Independent Registered Public Accounting FirmReport of Independent Registered Public Accounting FirmConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Stockholders EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial StatementsSCHEDULE 2Valuation and Qualifying AccountsManagements Report on Internal Control Over Financial ReportingReport of Independent Registered Public Accounting FirmReport of Independent Registered Public Accounting FirmConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Stockholders EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial StatementsSCHEDULE 2ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESINDEX TO EXHIBITSForm of Stock Option AgreementForm of AgreementNon-Management Director Compensation PlanStatement Regarding Computation of Per Share EarningsSubsidiaries of The CompanyConsent of KPMG LLPCertification of the CEO Pursuant to Section 302Certification of the CFO Pursuant to Section 302Certification Pursuant to Section 906    Table of Contents  
 PART I 
 ITEM 1. BUSINESS General Lamar Advertising Company, referred to herein as the Company or Lamar Advertising, is one of the
largest outdoor advertising companies in the United States based on number of displays and has
operated under the Lamar name since 1902. As of December 31, 2004, the Company owned and operated
over 150,000 billboard advertising displays in 43 states, operated over 95,000 logo advertising
displays in 20 states and the province of Ontario, Canada, and operated approximately 9,900 transit
advertising displays in 12 states. The Company makes its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to these reports available free of charge through its website,
www.lamar.com, as soon as reasonably practicable after filing them with or furnishing them to the
Securities and Exchange Commission. Information contained on the website is not part of this
report. The three principal areas that make up the Companys business are:  Billboard advertising.The Company offers its customers a fully integrated
service, satisfying all aspects by their billboard display requirements from ad
copy production to placement and maintenance. The Companys billboard
advertising displays are comprised of bulletins and posters. As a result of
their greater impact and higher cost, bulletins are usually located on major
highways. Posters are usually concentrated on major traffic arteries or on city
streets to target pedestrian traffic.  Logo signs.The Company is the largest provider of logo sign services in the
United States, operating 20 of the 25 privatized state logo sign contracts.
Logo signs are erected near highway exits to direct motor traffic to service
and tourist attractions, as well as to advertise gas, food, camping and
lodging.  Transit advertising.The Company provides transit advertising in 34 transit
markets. Transit displays appear on the exterior or interior of public
transportation vehicles or stations. The Companys business has grown rapidly through a combination of internal growth and acquisitions.
The Companys growth has been enhanced by strategic acquisitions that resulted in increased
operating efficiencies, greater geographic diversification and increased market penetration.
Historically, the Company has focused on small to mid-sized markets to establish a leadership
position. Since January 1, 1997, the Company has successfully completed over 600 acquisitions of
outdoor advertising businesses and assets. The Companys acquisitions have expanded its operations
in major markets and it currently has a presence in 44 of the top 50 outdoor advertising markets in
the United States. The Companys large national footprint gives it the ability to cross-market
advertising products to both local and national advertising customers. The Company has been in operation since 1902 and completed a reorganization on July 20, 1999 to
create a new holding company structure. At that time, Lamar Advertising Company was renamed Lamar
Media Corp. and all its stockholders became stockholders in a new holding company. The new holding
company then took the Lamar Advertising Company name and Lamar Media Corp. became a wholly owned
subsidiary of Lamar Advertising Company. Strategy The Companys objective is to be a leading provider of outdoor advertising services in the markets
it serves. The Companys strategy to achieve this goal includes the following elements: Continue to provide high quality local sales and service.The Company seeks to identify and closely
monitor the needs of its customers and to provide them with a full complement of high quality
advertising services. Local advertising constituted approximately 83% of its net revenues for the
year ended December 31, 2004, which management believes is higher than the industry average. The
Company believes that the experience of its regional and local managers has contributed greatly to
its success. For example, the Companys regional managers have been with the Company for an average
of 24 years. In an effort to provide high quality sales service at the local level, the Company
employed approximately 800 local account executives as of December 31, 2004. Local account
executives are typically supported by additional local staff and have the ability to draw upon the
resources of the central office, as well as offices in its other markets, in the event business
opportunities or customers needs support such an allocation of resources. Continue a centralized control and decentralized management structure.The Companys management
believes that, for its particular business, centralized control and a decentralized organization
provide for greater economies of scale and are more responsive to local market demands. Therefore,
the Company maintains centralized accounting and financial control over its local operations, but
the local managers are responsible for the day-to-day operations in each local market and are
compensated according to that markets financial performance. 3




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Continue to focus on internal growth.Within its existing markets, the Company seeks to increase
its revenue and improve its cash flow by employing highly targeted local marketing efforts to
improve its display occupancy rates and by increasing advertising rates. This strategy is
facilitated through its local offices, which allows the Company to respond quickly to the demands
of its local customer base. In addition, the Company routinely invests in upgrading its existing
displays and constructing new displays in order to provide high quality service to its current
customers and to attract new advertisers. From January 1, 1997 to December 31, 2004, the Company
has invested over $570 million in improvements to its existing displays and in constructing new
displays. Continue to pursue strategic acquisitions.The Company intends to enhance its growth by pursuing
strategic acquisitions, which it anticipates will result in increased operating efficiencies,
greater geographic diversification and increased market penetration. In addition to acquiring
outdoor advertising assets in new markets, the Company purchases complementary outdoor advertising
assets within its existing markets or in contiguous markets. The Company believes that acquisitions
offer opportunities for inter-market cross-selling. Although the advertising industry is becoming
more consolidated, the Company believes there will be continuing opportunities for implementing its
acquisition strategy given the industrys continued fragmentation among smaller advertising
companies. From January 1, 2004 to December 31, 2004, the Company completed over 80 acquisitions of
advertising businesses and assets for an aggregate purchase price of approximately $193.8 million. Continue to pursue other outdoor advertising opportunities.The Company plans to pursue additional
logo sign contracts. Logo sign opportunities arise periodically, both from states initiating new
logo sign programs and states converting from government-owned and operated programs to
privately-owned and operated programs. Furthermore, the Company plans to pursue additional tourist
oriented directional sign programs in both the United States and Canada and also other motorist
information signing programs as opportunities present themselves. In an effort to maintain market
share, the Company has entered the transit advertising business through the operation of displays
on bus shelters, benches and buses in 34 of its outdoor advertising markets. COMPANY OPERATIONS Billboard Advertising Inventory: The Company operates the following types of billboard advertising displays: Bulletinsgenerally are 14 feet high and 48 feet wide (672 square feet) and consist of panels on
which advertising copy is displayed. The advertising copy is printed with computer-generated
graphics on a single sheet of vinyl that is wrapped around the structure. On occasion, to attract
more attention, some of the panels may extend beyond the linear edges of the display face and may
include three-dimensional embellishments. Because of their greater impact and higher cost,
bulletins are usually located on major highways. Postersgenerally are 12 feet high by 25 feet wide (300 square feet) and are the most common type
of billboard. Advertising copy for these posters consists of lithographed or silk-screened paper
sheets supplied by the advertiser that are pasted and applied like wallpaper to the face of the
display, or single sheets of vinyl with computer-generated advertising copy that are wrapped around
the structure. Standardized posters are concentrated on major traffic arteries or on city streets
and target pedestrian traffic. In addition to the traditional billboards described above, the Company also has several digital
displays. Digital displays are electronic Light Emitting Diodes (LED) boards that are either 14
feet by 40 feet, 10 feet 6 inches by 36 feet or 10 feet by 21 feet in size. These displays are
capable of generating over one billion colors and vary in brightness based on ambient conditions.
They display 100% digital copy from various advertisers in a slide show fashion. Copy can be
quickly changed by sending new artwork over a secured internet connection. As of December 31,
2004, the Company had approximately 20 digital displays in selected test markets. For the year ended December 31, 2004 approximately 73% of the Companys billboard advertising net
revenues were derived from bulletin sales and 27% from poster sales. The Company owns the physical
structures on which the advertising copy is displayed. The Company
builds the structures on locations the Company either owns or leases. In each local office one
employee typically performs site leasing activities for the markets served by that office. See Item
2.  Properties. Bulletin space is generally sold as individually selected displays for the duration of the
advertising contract. Bulletins may also be sold as part of a rotary plan where advertising copy is
periodically rotated from one location to another within a particular market. Poster space is
generally sold in packages called showings, which comprise a given number of displays in a market
area. Posters provide advertisers with access either to a specified percentage of the general
population or to a specific targeted audience. Displays making up a showing are placed in
well-traveled areas and are distributed so as to reach a wide audience in a particular market.
Bulletin space is generally sold for 6 to 12 month periods. Poster space is generally sold for 30
and 90 day periods. 4




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Production: In the majority of the Companys markets, its local production staffs perform the full range of
activities required to create and install billboard advertising displays. Production work includes
creating the advertising copy design and layout, coordinating its printing and installing the
designs on displays. The Company provides its production services to local advertisers and to
advertisers that are not represented by advertising agencies, since national advertisers
represented by advertising agencies often use preprinted designs that require only installation.
The Companys creative and production personnel typically develop new designs or adopt copy from
other media for use on billboards. The Companys artists also often assist in the development of
marketing presentations, demonstrations and strategies to attract new customers. Categories of Business: The following table sets forth the top ten categories of business from which the Company derived
its billboard advertising revenues for the year ended December 31, 2004 and the respective
percentages of such revenue. These categories accounted for approximately 72% of the Companys
billboard advertising net revenues in the year ended December 31, 2004. No one advertiser accounted
for more than 1% of the Companys billboard advertising net revenues in that period. Percentage Net AdvertisingCategories
    
    RevenuesRestaurants
    
    
    11
    %Retailers
    
    
    10
    %Automotive
    
    
    10
    %Hotels and Motels
    
    
    7
    %Gaming
    
    
    6
    %Health Care
    
    
    6
    %Service
    
    
    6
    %Real Estate Companies
    
    
    6
    %Amusement  Entertainment/Sports
    
    
    5
    %Financial  Banks/Credit Unions
    
    
    5
    %72
    %
 Logo Signs The Company entered the business of logo sign advertising in 1988. The Company is the largest
provider of logo sign services in the United States, operating 20 of the 25 privatized state logo
contracts. The Company operates approximately 29,600 logo sign structures containing over 95,000
logo advertising displays in the United States and Canada. The Company has been awarded contracts to erect and operate logo signs in the province of Ontario,
Canada and the following states: Colorado
    
    Kentucky
    
    Missouri (1)
    
    OklahomaDelaware
    
    Maine
    
    Nebraska
    
    South CarolinaFlorida
    
    Michigan
    
    Nevada
    
    TexasGeorgia
    
    Minnesota
    
    New Jersey
    
    UtahKansas
    
    Mississippi
    
    Ohio
    
    Virginia
   (1)
    
    The logo sign contract in Missouri is operated by a 66 2/3% owned partnership. The Company also operates the tourism signing contracts for the states of Colorado, Kentucky,
Michigan, Missouri, Nebraska, Nevada, New Jersey, Ohio and Virginia, as well as for the province of
Ontario, Canada. State logo sign contracts represent the contract right to erect and operate logo signs within a
state. The terms of the contracts vary, but generally range from five to ten years, with additional
renewal terms. The logo sign contracts generally provide for termination by the state prior to the
end of the term of the contract, in most cases with compensation to be paid to the Company. At the
end of the term of the contract, ownership of the structures is transferred to the state. Depending
on the contract in question, the Company may or may not be entitled to compensation at the end of
the contract term. Of the Companys logo sign contracts in place at December 31, 2004, two are due
to terminate in 2005, one in June and one in July and two are subject to renewal, one in April
and one in December.The Company also designs and produces logo sign plates for its customers
throughout the country, as well as customers in states which have not yet privatized their logo
sign programs. Transit Advertising The Company entered into the transit advertising business in 1993. The Company provides transit
advertising on bus shelters, benches and buses in 34 transit markets. The Companys production
staff provides a full range of creative and installation services to its transit advertising
customers. 5




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COMPETITION Billboard Advertising The Company competes in each of its markets with other outdoor advertisers, as well as other media,
including broadcast and cable television, radio, print media and direct mail marketers. In
addition, the Company also competes with a wide variety of out-of-home media, including advertising
in shopping centers, malls, airports, stadiums, movie theaters and supermarkets, as well as on
taxis, trains and buses. Advertisers compare relative costs of available media and
cost-per-thousand impressions, particularly when delivering a message to customers with distinct
demographic characteristics. In competing with other media, outdoor advertising relies on its
relative cost efficiency and its ability to reach a broad segment of the population in a specific
market or to target a particular geographic area or population with a particular set of demographic
characteristics within that market. The outdoor advertising industry is fragmented, consisting of several large outdoor advertising and
media companies with operations in multiple markets, as well as smaller and local companies
operating a limited number of structures in single or a few local markets. Although the advertising
industry is becoming more consolidated, according to the Outdoor Advertising Association of America
(OAAA), there were over 565 companies in the outdoor advertising industry operating over 850,000
outdoor displays as of December 31, 2004. In a number of its markets, the Company encounters direct
competition from other major outdoor media companies, including Infinity Broadcasting Corp. and
Clear Channel Communications, Inc., both of which may have greater total resources than the Company.
The Company believes that its strong emphasis on sales and customer service and its position as a
major provider of advertising services in each of its primary markets enables it to compete
effectively with the other outdoor advertising companies, as well as other media, within those
markets. However, certain of the Companys large competitors with other media assets such as radio
and television have the ability to cross-sell their different advertising products to their
customers. Logo Signs The Company faces competition in obtaining new logo sign contracts and in bidding for renewals of
expiring contracts. The Company faces competition from three other providers of logo signs in
seeking state-awarded logo service contracts. In addition, local companies within each of the
states that solicit bids will compete against the Company in the open-bid process. Competition from
these sources is also encountered at the end of each contract period. In marketing logo signs to
advertisers, the Company competes with other forms of out-of-home advertising described above. Transit Advertising The Company faces competition in obtaining transit contracts and in bidding for renewals of
expiring contracts. The Company faces competition from national outdoor advertising providers of
transit displays. In addition, local area on-premise sign providers and sign construction
companies within each of the municipalities that solicit bids will compete against the Company in
an open-bid process. Competition from these local sources is encountered during new bid processes
and at the end of each contract period. In marketing transit display advertising opportunities,
the Company competes with other forms of out-of-home advertising as well as other media within
these markets. REGULATION Outdoor advertising is subject to governmental regulation at the federal, state and local levels.
Federal law, principally the Highway Beautification Act of 1965 (the HBA), regulates outdoor
advertising on federally aided primary and interstate highways. The HBA requires, as a condition to
federal highway assistance, states to restrict billboards on such highways to commercial and
industrial areas, and imposes certain additional size, spacing and other limitations. All states
have passed state billboard control statutes and regulations at least as restrictive as the federal
requirements, including laws requiring the removal at the owners expense and without compensation of any illegal
signs on such highways. The Company believes that the number of its billboards that may be subject
to removal as illegal is immaterial. No state in which the Company operates has banned billboards,
but some have adopted standards more restrictive than the federal requirements. Municipal and
county governments generally also have sign controls as part of their zoning laws. Some local
governments prohibit construction of new billboards and some allow new construction only to replace
existing structures, although most allow construction of billboards subject to restrictions on
zones, size, spacing and height. Federal law does not require removal of existing lawful billboards, but does require payment of
compensation if a state or political subdivision compels the removal of a lawful billboard along a
federally aided primary or interstate highway. State governments have purchased and removed legal
billboards for beautification in the past, using federal funding for transportation enhancement
programs, and may do so in the future. Governmental authorities from time to time use the power of
eminent domain to remove billboards. Thus far, the Company has been able to obtain satisfactory
compensation for any of its billboards purchased or removed as a result of governmental action,
although there is no assurance that this will continue to be the case in the future. Local
governments do not generally purchase billboards for beautification, but some have attempted to
force removal of legal but nonconforming billboards (billboards that conformed with applicable
zoning regulations when built but which do not conform to current zoning regulations) after a
period of years under a concept called amortization, by which the governmental body asserts that
just compensation is earned by continued operation over time. Although there is some question as to
the legality of amortization under federal and many state laws, amortization has been upheld in
some instances. The Company generally has been 6




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successful in negotiating settlements with municipalities for billboards required to be removed. Restrictive
regulations also limit the Companys ability to rebuild or replace nonconforming billboards. The
outdoor advertising industry is heavily regulated and at various times and in various markets can
be expected to be subject to varying degrees of regulatory pressure affecting the operation of
advertising displays. Accordingly, although the Companys experience to date is that the regulatory
environment can be managed, no assurance can be given that existing or future laws or regulations
will not materially and adversely affect the Company. EMPLOYEES The Company employed over 3,000 persons at December 31, 2004. Of these, approximately 130 were
engaged in overall management and general administration at the Companys management headquarters
and the remainder were employed in the Companys operating offices. Of the total employees,
approximately 800 were local account executives. The Company has 13 local offices whose billposters and construction personnel are covered by
collective bargaining agreements. The Company believes that its relations with its employees,
including its 124 unionized employees, are good, and it has never experienced a strike or work
stoppage. INFLATION In the last three years, inflation has not had a significant impact on the Company. SEASONALITY The Companys revenues and operating results have exhibited some degree of seasonality in past
periods. Typically, the Company experiences its strongest financial performance in the summer and
fall and its lowest in the first quarter of the calendar year. The Company expects this trend to
continue in the future. Because a significant portion of the Companys expenses is fixed, a
reduction in revenues in any quarter is likely to result in a period to period decline in operating
performance and net earnings. 7




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ITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANT NAME
    
    AGE
    

TITLEKevin P. Reilly, Jr.
    
    
    50
    
    
    Chairman, President and Chief Executive OfficerKeith A. Istre
    
    
    52
    
    
    Chief Financial Officer and TreasurerSean E. Reilly
    
    
    43
    
    
    Chief Operating Officer and President of the Outdoor Division
 Each officers term of office extends until the meeting of the Board of Directors following the
next annual meeting of stockholders and until a successor is elected and qualified or until his or
her earlier resignation or removal. Kevin P. Reilly, Jr. has served as the Companys President and Chief Executive Officer since
February 1989 and as a director of the Company since February 1984. Mr. Reilly served as President
of the Companys Outdoor Division from 1984 to 1989. Mr. Reilly, an employee of the Company since
1978, has also served as Assistant and General Manager of the Companys Baton Rouge Region and Vice
President and General Manager of the Louisiana Region. Mr. Reilly received a B.A. from Harvard
University in 1977. Keith A. Istre has been Chief Financial Officer of the Company since February 1989. Mr. Istre
joined the Company as Controller in 1978 and became Treasurer in 1985. He also served as a director
of the Company from February 1991 to May 2003. Prior to joining the Company, Mr. Istre was employed
by a public accounting firm in Baton Rouge from 1975 to 1978. Mr. Istre graduated from the
University of Southwestern Louisiana in 1974 with a B.S. in Accounting. Sean E. Reilly has been Chief Operating Officer and President of the Companys Outdoor Division
since November 2001. He began working with the Company as Vice President of Mergers and
Acquisitions in 1987 and served in that capacity until 1994. He also served as a director of the
Company from May 1989 to May 1996 and from May 1999 to May 2003. Mr. Reilly was the Chief Executive
Officer of Wireless One, Inc., a wireless cable television company, from 1994 to 1997 after which
he rejoined the Company as Vice President of Mergers and Acquisitions, a position he still holds.
He also served as President of the Companys real estate division, TLC Properties, Inc. from 1997
to 2004. Mr. Reilly received a B.A. from Harvard University in 1984 and a J.D. from Harvard Law
School in 1989. 
 ITEM 2. PROPERTIES The Companys 53,500 square foot management headquarters is located in Baton Rouge, Louisiana. The
Company occupies approximately 97% of the space in this facility and leases the remaining space.
The Company owns 169 local operating facilities with front office administration and sales office
space connected to back-shop poster and bulletin production space. In addition, the Company leases
an additional 108 operating facilities at an aggregate lease expense for 2004 of approximately $3.8
million. The Company owns approximately 5,000 parcels of property beneath outdoor structures. As of December
31, 2004, the Company had approximately 77,100 active outdoor site leases accounting for a total
annual lease expense of approximately $152.2 million. This amount represented 17% of total outdoor
advertising net revenues for that period. The Companys leases are for varying terms ranging from
month-to-month to in some cases a term of over ten years, and many provide the Company with renewal
options. There is no significant concentration of displays under any one lease or subject to
negotiation with any one landlord. The Company believes that an important part of its management
activity is to manage its lease portfolio and negotiate suitable lease renewals and extensions. 
 ITEM 3. LEGAL PROCEEDINGS The Company from time to time is involved in litigation in the ordinary course of business,
including disputes involving advertising contracts, site leases, employment claims and construction
matters. The Company is also involved in routine administrative and judicial proceedings regarding
billboard permits, fees and compensation for condemnations. The Company is not a party to any
lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse
effect on the Company. 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the fiscal
year covered by this report. 8




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PART II 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Since August 2, 1996, the Companys Class A common stock has traded on the over-the-counter market
and prices have been quoted on the Nasdaq National Market under the symbol LAMR. Prior to August 2,
1996, the day on which the Class A common stock was first publicly traded, there was no public
market for the Class A common stock. As of February 16, 2005, the Class A common stock was held by
218 shareholders of record. The Company believes, however, that the actual number of beneficial
holders of the Class A common stock may be substantially greater than the stated number of holders
of record because a substantial portion of the Class A common stock is held in street name. The following table sets forth, for the periods indicated, the high and low bid prices for the
Class A common stock as reported on the Nasdaq National Market. High
    
    
    LowYear ended December 31, 2003:First Quarter
    
    $
    38.04
    
    
    $
    27.65Second Quarter
    
    
    37.98
    
    
    
    28.71Third Quarter
    
    
    35.57
    
    
    
    28.95Fourth Quarter
    
    
    37.69
    
    
    
    29.30Year ended December 31, 2004:First Quarter
    
    $
    41.85
    
    
    $
    36.56Second Quarter
    
    
    44.66
    
    
    
    38.83Third Quarter
    
    
    44.11
    
    
    
    38.62Fourth Quarter
    
    
    43.95

    
    
    
    39.13
 The Companys Class B common stock is not publicly traded and is held of record by members of the
Reilly family and the Reilly Family Limited Partnership. The Company does not anticipate paying dividends on either class of its common stock in the
foreseeable future. The Companys Series AA preferred stock is entitled to preferential dividends,
in an annual aggregate amount of $364,903, before any dividends may be paid on the common stock. In
addition, the Companys bank credit facility and other indebtedness have terms restricting the
payment of dividends. Any future determination as to the payment of dividends will be subject to
such limitations, will be at the discretion of the Companys Board of Directors and will depend on
the Companys results of operations, financial condition, capital requirements and other factors
deemed relevant by the Board of Directors. 9




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA Lamar Advertising Company The selected consolidated statement of operations and balance sheet data presented below are
derived from the audited consolidated financial statements of the Company. The data presented below
should be read in conjunction with the audited consolidated financial statements, related notes and
Managements Discussion and Analysis of Financial Condition and Results of Operations included
herein. Statement of Operations Data:
(Dollars in Thousands) 2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000Net revenues
    
    $
    883,510
    
    
    $
    810,139
    
    
    $
    775,682
    
    
    $
    729,050
    
    
    $
    687,319Operating expenses:Direct advertising expenses
    
    
    302,157
    
    
    
    292,017
    
    
    
    274,772
    
    
    
    251,483
    
    
    
    217,465General and administrative expenses
    
    
    188,320
    
    
    
    171,520
    
    
    
    167,182
    
    
    
    151,048
    
    
    
    138,072Depreciation and amortization
    
    
    294,056
    
    
    
    284,947
    
    
    
    271,832
    
    
    
    349,550
    
    
    
    312,191Gain on disposition of assets
    
    
    (1,067
    )
    
    
    (1,946
    )
    
    
    (336
    )
    
    
    (923
    )
    
    
    (986
    )Total operating expenses
    
    
    783,466
    
    
    
    746,538
    
    
    
    713,450
    
    
    
    751,158
    
    
    
    666,742Operating income (loss)
    
    
    100,044
    
    
    
    63,601
    
    
    
    62,232
    
    
    
    (22,108
    )
    
    
    20,577Other expense (income):Loss on extinguishment of debt
    
    
    
    
    
    
    33,644
    
    
    
    5,850
    
    
    
    
    
    
    
    Interest income
    
    
    (495
    )
    
    
    (502
    )
    
    
    (929
    )
    
    
    (640
    )
    
    
    (1,715
    )Interest expense
    
    
    76,079
    
    
    
    93,787
    
    
    
    113,333
    
    
    
    132,840
    
    
    
    153,512Total other expense
    
    
    75,584
    
    
    
    126,929
    
    
    
    118,254
    
    
    
    132,200
    
    
    
    151,797Income (loss) before income taxes and cumulative
effect of a change in accounting principle
    
    
    24,460
    
    
    
    (63,328
    )
    
    
    (56,022
    )
    
    
    (154,308
    )
    
    
    (131,220
    )Income tax expense (benefit)
    
    
    11,305
    
    
    
    (23,573
    )
    
    
    (19,694
    )
    
    
    (45,674
    )
    
    
    (37,115
    )Income (loss) before cumulative effect of a change in
change in accounting principle
    
    
    13,155
    
    
    
    (39,755
    )
    
    
    (36,328
    )
    
    
    (108,634
    )
    
    
    (94,105
    )Cumulative effect of a change in accounting
principle, net
    
    
    
    
    
    
    40,240
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    13,155
    
    
    
    (79,995
    )
    
    
    (36,328
    )
    
    
    (108,634
    )
    
    
    (94,105
    )Preferred stock dividends
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365Net income (loss) applicable to common stock
    
    $
    12,790
    
    
    $
    (80,360
    )
    
    $
    (36,693
    )
    
    $
    (108,999
    )
    
    $
    (94,470
    )Income (loss) per common share  basic
and diluted:Income (loss) before cumulative effect of a change
in accounting principle
    
    $
    0.12
    
    
    $
    (0.39
    )
    
    $
    (0.36
    )
    
    $
    (1.11
    )
    
    $
    (1.04
    )Cumulative effect of a change in accounting
principle
    
    
    
    
    
    
    (0.39
    )
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    0.12
    
    
    $
    (0.78
    )
    
    $
    (0.36
    )
    
    $
    (1.11
    )
    
    $
    (1.04
    )Other Data:Cash flows provided by operating activities (1)
    
    $
    323,164
    
    
    $
    260,075
    
    
    $
    240,443
    
    
    $
    190,632
    
    
    $
    177,601Cash flows used in investing activities (1)
    
    $
    263,747
    
    
    $
    210,041
    
    
    $
    155,763
    
    
    $
    382,471
    
    
    $
    435,595Cash flows (used in) provided by financing
activities (1)
    
    $
    (23,013
    )
    
    $
    (57,847
    )
    
    $
    (81,955
    )
    
    $
    132,384
    
    
    $
    321,933BALANCE SHEET DATA(2) (3)Cash and cash equivalents
    
    $
    44,201
    
    
    $
    7,797
    
    
    $
    15,610
    
    
    $
    12,885
    
    
    $
    72,340Cash deposit for debt extinguishment
    
    
    
    
    
    
    
    
    
    
    266,657
    
    
    
    
    
    
    
    Working capital
    
    
    34,476
    
    
    
    69,902
    
    
    
    95,922
    
    
    
    27,261
    
    
    
    72,526Total assets
    
    
    3,689,472
    
    
    
    3,669,373
    
    
    
    3,888,106
    
    
    
    3,671,652
    
    
    
    3,642,844Total debt (including current maturities)
    
    
    1,659,934
    
    
    
    1,704,863
    
    
    
    1,994,433
    
    
    
    1,811,585
    
    
    
    1,738,280Total long-term obligations
    
    
    1,805,021
    
    
    
    1,905,497
    
    
    
    1,856,372
    
    
    
    1,877,532
    
    
    
    1,824,928Stockholders equity
    
    
    1,736,347
    
    
    
    1,689,661
    
    
    
    1,709,173
    
    
    
    1,672,221
    
    
    
    1,689,455
   (1)
    
    Cash flows from operating, investing, and financing activities are obtained from the Companys consolidated statements of cash flows prepared in accordance with accounting principles generally accepted in the United
States of America (GAAP.)(2)
    
    As of the end of the period.(3)
    
    Certain balance sheet reclassifications were made in order to be comparable to the current year presentation. 10




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This report contains forward-looking statements. These statements are subject to risks and
uncertainties including those described below under the heading Factors Affecting Future Operating
Results, and elsewhere in this report, that could cause actual results to differ materially from
those projected in these forward-looking statements. The Company cautions 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 the Company undertakes no obligation to update or revise
the statements, except as may be required by law. Lamar Advertising Company The following is a discussion of the consolidated financial condition and results of operations of
the Company for the years ended December 31, 2004, 2003 and 2002. This discussion should be read in
conjunction with the consolidated financial statements of the Company and the related notes. OVERVIEW The Companys net revenues, which represent gross revenues less commissions paid to advertising
agencies that contract for the use of advertising displays on behalf of advertisers, are derived
primarily from the sale of advertising on outdoor advertising displays owned and operated by the
Company. The Company relies on sales of advertising space for its revenues, and its operating
results are therefore affected by general economic conditions, as well as trends in the advertising
industry. Advertising spending is particularly sensitive to changes in general economic conditions,
and in general advertising spending has decreased in response to the decline in economic
conditions. Since December 31, 2001, the Company has increased the number of outdoor advertising displays it
operates by approximately 5% by completing strategic acquisitions of outdoor advertising and
transit assets for an aggregate purchase price of approximately $517 million, which included the
issuance of 3,024,545 shares of Lamar Advertising Company Class A common stock valued at the time
of issuance at approximately $109.2 million. The Company has financed its recent acquisitions and
intends to finance its future acquisition activity from available cash, borrowings under its bank
credit agreement and the issuance of Class A common stock. See Liquidity and Capital Resources
below. As a result of acquisitions, the operating performance of individual markets and of the
Company as a whole are not necessarily comparable on a year-to-year basis. The acquisitions
completed during the year ended December 31, 2004 were in existing markets and have caused no
material integration issues. The Company expects to continue to pursue acquisitions that
complement the Companys existing operations. Growth of the Companys business requires expenditures for maintenance and capitalized costs
associated with new billboard displays, logo sign and transit contracts, and the purchase of real
estate and operating equipment. Capitalized expenditures were $82.0 million in 2004, $78.3 million
in 2003 and $78.4 million in 2002. The following table presents a breakdown of capitalized
expenditures for the past three years: In Thousands2004
    
    
    2003
    
    
    2002Billboard
    
    $
    57,195
    
    
    $
    51,390
    
    
    $
    47,424Logos
    
    
    6,320
    
    
    
    7,315
    
    
    
    6,605Transit
    
    
    1,190
    
    
    
    1,982
    
    
    
    3,949Land and buildings
    
    
    10,896
    
    
    
    9,823
    
    
    
    13,761PP&E
    
    
    6,430
    
    
    
    7,765
    
    
    
    6,651Total capital expenditures
    
    $
    82,031
    
    
    $
    78,275
    
    
    $
    78,390
 11




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RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Operations as a
percentage of net revenues for the years ended December 31, 2004, 2003 and 2002: Year ended December 31,2004
    
    
    2003
    
    
    2002Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Direct advertising expenses
    
    
    34.2
    
    
    
    36.0
    
    
    
    35.4General and administrative expenses
    
    
    17.9
    
    
    
    18.0
    
    
    
    18.0Corporate expenses
    
    
    3.4
    
    
    
    3.2
    
    
    
    3.6Depreciation and amortization
    
    
    33.3
    
    
    
    35.2
    
    
    
    35.0Operating income
    
    
    11.3
    
    
    
    7.9
    
    
    
    8.0Interest expense
    
    
    8.6
    
    
    
    11.6
    
    
    
    14.6Net income (loss)
    
    
    1.5
    
    
    
    (9.9
    )
    
    
    (4.7
    )
 Year ended December 31, 2004 compared to year ended December 31, 2003 Net revenues increased $73.4 million or 9.1% to $883.5 million for the year ended December 31, 2004
from $810.1 million for the same period in 2003. This increase was attributable primarily to (i) an
increase in billboard net revenues of $73.3 million or 9.7%, (ii) a $0.8 million increase in logo
sign revenue, which represents an increase of 1.9% over the prior year, and (iii) a $0.8 million
decrease in transit revenue, which represents a 7.6% decrease over the prior year. The increase in billboard net revenue of $73.3 million was due to both growth generated by
acquisition activity of approximately $18.8 million and internal growth of approximately $54.5
million as a result of increases in both pricing and occupancy. These increases were net of the
revenue lost during the year ended December 31, 2004 of approximately $1.5 million as a result of
the damage and destruction to the Companys advertising displays caused by the hurricanes that hit
the state of Florida in August and September 2004. The increase in logo sign revenue of $0.8
million was generated by internal growth across various markets within the logo sign programs of
approximately $2.1 million, offset by a decrease related to divestitures of approximately $1.3
million. There was an increase in transit revenue due to internal growth of approximately $0.8
million, but this was offset by a decrease related to divestitures of approximately $1.6 million.
Net revenues for the year ended December 31, 2004 as compared to acquisition-adjusted net revenue
for the year ended December 31, 2003, increased $57.4 million or 6.9% as a result of net revenue
internal growth. See Reconciliation of 2003 Acquisition-Adjusted Net Revenue in Comparison to 2004
Reported Net Revenue. Operating expenses, exclusive of depreciation and amortization and gain (loss) on disposition of
assets, increased $27.0 million or 5.8% to $490.5 million for the year ended December 31, 2004 from
$463.5 million for the same period in 2003. There was a $22.4 million increase as a result of
additional operating expenses related to the operations of acquired outdoor advertising assets and
increases in costs in operating the Companys core assets and a $4.6 million increase in corporate
expenses. The increase in corporate expenses is primarily related to the new national sales
department established in 2004 at the corporate headquarters, increased legal fees, additional
accounting and professional fees related to Sarbanes-Oxley compliance and additional expenses
related to expanded efforts in the Companys business development. Depreciation and amortization expense increased $9.2 million or 3.2% from $284.9 million for the
year ended December 31, 2003 to $294.1 million for the year ended December 31, 2004, due to
continued acquisition activity, capital expenditures and the additional charges related to the
remaining net book value of structures destroyed by the storms in the third quarter. Due to the above factors, operating income increased $36.4 million to $100.0 million for year ended
December 31, 2004 compared to $63.6 million for the same period in 2003. In the first quarter of 2003, the Company recorded approximately $11.2 million as a loss on
extinguishment of debt related to the prepayment of Lamar Medias 9 5/8% Senior Subordinated Notes
due 2006 and the write-off of related debt issuance costs. In the second quarter of 2003, the
Company recorded a loss on extinguishment of debt of $5.8 million, related to the prepayment of
$100 million in principal amount of Lamar Medias 8 5/8% Senior Subordinated Notes due 2007. In the
third quarter of 2003, 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 which resulted in a loss on extinguishment of debt of
$12.6 million. In the fourth quarter of 2003, Lamar Media redeemed the remaining $100.0 million of
its 8 5/8% Senior Subordinated Notes due 2007 for a redemption price equal to 102.875% of the
principal amount of the notes, which resulted in a loss extinguishment of debt of $4.2 million.
During the year ended December 31, 2004, there were no refinancing activities resulting in a loss
on extinguishment of debt. Interest expense decreased $17.7 million from $93.8 million for the year ended December 31, 2003 to
$76.1 million for the year ended December 31, 2004 as a result of lower interest rates both on
existing and refinanced debt. 12




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The increase in operating income, the absence of a loss on extinguishment of debt, and the decrease
in interest expense described above resulted in a $87.8 million increase in income before income
taxes and cumulative effect of a change in accounting principle. This increase in income resulted
in an increase in income tax expense of $34.9 million for the year ended December 31, 2004 over the
same period in 2003. The effective tax rate for the year ended December 31, 2004 is 46.2% which is
greater than the statutory rates due to permanent differences resulting from non-deductible
expenses. As a result of the above factors and the absence of a cumulative effect of a change in accounting
principle, the Company recognized net income for the year ended December 31, 2004 of $13.2 million,
as compared to a net loss of $80.0 million for the same period in 2003. Reconciliation of 2003 Acquisition-Adjusted Net Revenue in Comparison to 2004 Reported Net Revenue: Because acquisitions occurring after December 31, 2002 (the Acquired Assets) have contributed to
our net revenue results for the periods presented, we provide 2003 acquisition-adjusted net
revenue, which adjusts our 2003 net revenue by adding to it the net revenue generated by the
Acquired Assets in 2003 prior to our acquisition of them for the same time frame that those assets
were owned in 2004. We provide this information as a supplement to net revenues to enable investors
to compare periods in 2004 and 2003 on a more consistent basis without the effects of acquisitions.
Management uses this comparison to assess how well we are performing with our existing assets.
Acquisition-adjusted net revenue is not determined in accordance with generally accepted accounting
principles (GAAP). For this adjustment, we measure the amount of pre-acquisition revenue generated
by the assets during the period in 2003 that corresponds with the actual period we have owned the
assets in 2004 (to the extent within the period to which this report relates). We refer to this
adjustment as acquisition net revenue. A reconciliation of reported net revenue to
acquisition-adjusted net revenue is provided below: Reconciliation of 2003 Reported Net Revenue to 2003 Acquisition-Adjusted Net Revenue as compared to
2004 Reported Net Revenue: 2004
    
    
    2003(in thousands)Reported net revenue
    
    $
    883,510
    
    
    $
    810,139Acquisition net revenue
    
    
    
    
    
    
    15,9942004 reported net revenue as compared
to 2003 acquisition  adjusted net revenue
    
    $
    883,510
    
    
    $
    826,133
 Year ended December 31, 2003 compared to year ended December 31, 2002 Net revenues increased $34.4 million or 4.4% to $810.1 million for the year ended December 31, 2003
from $775.7 million for the same period in 2002. This increase was attributable primarily to (i) an
increase in billboard net revenues of $29.8 million or 4.1%, (ii) a $3.2 million increase in logo
sign revenue, which represents an increase of 8.4% over the prior year, and (iii) a $1.5 million
increase in transit revenue, which represents a 17.0% increase over the prior year. The increase in billboard net revenue of $29.8 million was due to both growth generated by
acquisition activity of approximately $20.0 million and internal growth of approximately $9.8
million generated by increases in both pricing and occupancy, while the increase in logo sign
revenue of $3.2 million was generated by internal growth across various markets within the logo
sign programs. In addition, the increase in transit revenue of $1.5 million is due to internal
growth. Net revenues for the year ended December 31, 2003 as compared to acquisition-adjusted net
revenue for the year ended December 31, 2002, increased $14.4 million or 1.8% as a result of net
revenue internal growth. See Reconciliation of 2002 Acquisition-Adjusted Net Revenue in Comparison
to 2003 Reported Net Revenue. Operating expenses, exclusive of depreciation and amortization and gain on disposition of assets,
increased $21.5 million or 4.9% to $463.5 million for the year ended December 31, 2003 from $442.0
million for the same period in 2002. There was a $23.6 million increase as a result of additional
operating expenses related to the operations of acquired outdoor advertising assets and increases
in costs in operating the Companys core assets. This increase was offset by a $2.0 million
decrease in corporate expenses due to the partial reversal in the second quarter of 2003 of a
charge related to a jury verdict rendered against the Company in the third quarter of 2002, which
is discussed below. In the third quarter of 2002, the Company recorded a charge of $2.3 million related to a jury
verdict rendered in August 2002 against the Company for compensatory and punitive damages. In May
2003, the Court ordered a reduction to the punitive damage award, which was subject to the
plaintiffs consent. The plaintiff rejected the reduced award and the Court ordered a new trial.
Based on legal analysis, management believed the best estimate of the Companys potential liability
related to this claim was $1.3 million as of December 31, 2003. The $1.0 million reduction in the
reserve for this liability was recorded as a reduction of corporate expenses in the second quarter
of 2003. Depreciation and amortization expense increased $13.1 million or 4.8% from $271.8 million for the
year ended December 31, 2002 to $284.9 million for the year ended December 31, 2003, due to
continued acquisition activity and capital expenditures and 13




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additional depreciation and accretion of $12.6 million related to the Companys adoption of
Financial Accounting Standard 143, Accounting for Asset Retirement Obligations which was
effective January 1, 2003. Due to the above factors, operating income increased $1.4 million to $63.6 million for year ended
December 31, 2003 compared to $62.2 million for the same period in 2002. In January 2003, the Companys wholly owned subsidiary, Lamar Media Corp., redeemed all of its
outstanding 9 5/8% Senior Subordinated Notes due 2006 in aggregate principal amount of
approximately $255.0 million for a redemption price equal to 103.208% of the principal amount of
the notes. In the first quarter of 2003, the Company recorded approximately $11.2 million as a loss
on extinguishment of debt related to the prepayment of the 9 5/8% Senior Subordinated Notes due
2006 and the write-off of related debt issuance costs. In June 2003, Lamar Media, redeemed $100.0 million in principal amount of its 8 5/8% Senior
Subordinated Notes due 2007, for a redemption price equal to 104.313% of the principal amount of
the notes. In the second quarter of 2003, the Company recorded a loss on extinguishment of debt of
$5.8 million, related to this prepayment. In July 2003, 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. As a result of this redemption, the Company recorded a loss
on extinguishment of debt of $12.6 million. In December 2003, Lamar Media redeemed the remaining $100.0 million of its 8 5/8% Senior
Subordinated Notes due 2007 for a redemption price equal to 102.875% of the principal amount of the
notes. As a result of this redemption, the Company recorded a loss on extinguishment of debt of
$4.2 million in the fourth quarter of 2003 related to the prepayment of the notes and associated
debt issuance costs. Interest expense decreased $19.5 million from $113.3 million for the year ended December 31, 2002
to $93.8 million for the year ended December 31, 2003 as a result of lower interest rates both on
existing and recently refinanced debt. The increase in operating income and the decrease in interest expense described above offset by the
loss on extinguishment of debt resulted in a $7.3 million increase in loss before income taxes and
cumulative effect of a change in accounting principle. There was an increase in the income tax
benefit of $3.9 million for the year ended December 31, 2003 over the same period in 2002 due
primarily to an increase in total tax benefit resulting from changes to the expected utilization of
the Companys net operating loss carryforward. The effective tax rate for the year ended December
31, 2003 is 37.2%. Due to the adoption of SFAS No. 143, the Company recorded a cumulative effect of a change in
accounting principle in the amount of $40.2 million net of an income tax benefit of $25.7 million. As a result of the above factors, the Company recognized a net loss for the year ended December 31,
2003 of $80.0 million, as compared to a net loss of $36.3 million for the same period in 2002. Reconciliation of 2002 Acquisition-Adjusted Net Revenue in Comparison to 2003 Reported Net Revenue: Because acquisitions occurring after December 31, 2001 (the Acquired Assets) have contributed to
our net revenue results for the periods presented, we provide 2002 acquisition-adjusted net
revenue, which adjusts our 2002 net revenue by adding to it the net revenue generated by the
Acquired Assets in 2002 prior to our acquisition of them for the same time frame that those assets
were owned in 2003. We provide this information as a supplement to net revenues to enable investors
to compare periods in 2003 and 2002 on a more consistent basis without the effects of acquisitions.
Management uses this comparison to assess how well we are performing with our existing assets.
Acquisition-adjusted net revenue is not determined in accordance with generally accepted accounting
principles (GAAP). For this adjustment, we measure the amount of pre-acquisition revenue generated
by the assets during the period in 2002 that corresponds with the actual period we have owned the
assets in 2003 (to the extent within the period to which this report relates). We refer to this
adjustment as acquisition net revenue. A reconciliation of reported net revenue to
acquisition-adjusted net revenue is provided below: Reconciliation of 2002 Reported Net Revenue to 2002 Acquisition-Adjusted Net Revenue as compared to
2003 Reported Net Revenue: 2003
    
    
    2002(in thousands)Reported net revenue
    
    $
    810,139
    
    
    $
    775,682Acquisition net revenue
    
    
    
    
    
    
    20,0162003 reported net revenue as compared to 2002
acquisition  adjusted net revenue
    
    $
    810,139
    
    
    $
    795,698
 14




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LIQUIDITY AND CAPITAL RESOURCES Overview The Company has historically satisfied its working capital requirements with cash from operations
and borrowings under its bank credit facility. The Companys wholly owned subsidiary, Lamar Media
Corp., is the borrower under the bank credit facility and maintains all corporate cash balances.
Any cash requirements of Lamar Advertising, therefore, must be funded by distributions from Lamar
Media. The Companys acquisitions have been financed primarily with funds borrowed under the bank
credit facility and issuance of its Class A common stock and debt securities. If an acquisition is
made by one of the Companys subsidiaries using the Companys Class A common stock, a permanent
contribution of additional paid-in-capital of Class A common stock is distributed to that
subsidiary. Sources of Cash Total Liquidity at December 31, 2004. As of December 31, 2004 we had approximately $260.3 million
of total liquidity, which is comprised of approximately $44.2 million in cash and cash equivalents
and the ability to draw approximately $216.1 million under our revolving bank credit facility. Cash Generated by Operations. For the years ended December 31, 2004, 2003 and 2002 our cash
provided by operating activities was $323.2 million, $260.1 million and $240.4 million,
respectively. While our net income was approximately $13.2 million for the year ended December 31,
2004, the Company generated cash from operating activities during 2004 primarily due to adjustments
needed to reconcile net income (loss) to cash provided by operating activities, which primarily
includes depreciation and amortization of $294.1 million. In addition, there was a decrease in
working capital of $3.8 million. We expect to generate cash flows from operations during 2005 in
excess of our cash needs for operations and capital expenditures as described herein. We expect to
use the excess cash generated principally for acquisitions and to reduce debt. See Cash Flows
for more information. Credit Facilities. As of December 31, 2004 we had approximately $216.1 million of unused capacity
under our revolving credit facility. On March 7, 2003, the Companys wholly owned subsidiary, Lamar
Media Corp., replaced its bank credit facility and subsequently amended it in February and August
of 2004. The bank credit facility is comprised of a $225.0 million revolving bank credit facility
and a $975.0 million term facility. The bank credit facility also includes a $500.0 million
incremental facility, which permits Lamar Media to request that its lenders enter into commitments
to make additional term loans to it, up to a maximum aggregate amount of $500.0 million. The
lenders have no obligation to make additional term loans to Lamar Media under the incremental
facility, but may enter into such commitments in their sole discretion. Proceeds from the Sale of Debt and Equity Securities. In January 2003, Lamar Media redeemed all of
its outstanding 9 5/8% Senior Subordinated Notes due 2006 in aggregate principal amount of
approximately $255.0 million for a redemption price equal to 103.208% of the principal amount of
the notes. As a result of this redemption, the Company recorded a loss on extinguishment of debt of
$11.2 million, which consisted of a prepayment penalty of $8.2 million and associated debt issuance
costs of approximately $3.0 million. In June 2003, Lamar Media Corp. called for the redemption of $100.0 million of its $200.0 million 8
5/8% Senior Subordinated Notes due 2007. The redemption was funded by the issuance on June 12,
2003 of a $125.0 million add-on to its $260.0 million 7 1/4% Notes due 2013 issued in December
2002. The issue price of the $125.0 million 7 1/4% Notes was 103.661% of the principal amount of
the notes, which yields an effective rate of 6 5/8%. The redemption price of the $100.0 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. In July 2003, the Company redeemed all of its $287.5 million 5 1/4% Convertible Notes due 2006. The
redemption was funded by the issuance on June 16, 2003 of $287.5 million 2 7/8% Convertible Notes
due 2010. The redemption price of the notes was equal to 103.0% of the principal amount of the
notes. 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. In December 2003, Lamar Media redeemed the remaining $100.0 million of its 8 5/8% Senior
Subordinated Notes due 2007 for a redemption price equal to 102.875% of the principal amount of the
notes. The redemption was funded by cash from operations and borrowings under the Companys bank
credit facility. As a result of this redemption, the Company recorded a loss on extinguishment of
debt of $4.2 million, which consisted of a prepayment penalty of $2.9 million and associated debt
issuance costs of approximately $1.3 million. As a result of the refinancing of indebtedness described above, we estimate an annualized savings
in interest expense of approximately $20.7 million. 15




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##### Table of Contents



In September 2003, we filed with the SEC a universal shelf registration statement for possible
offerings having an aggregate value of up to $500 million of debt and/or equity securities. Factors Affecting Sources of Liquidity Internally Generated Funds.The key factors affecting internally generated cash flow are general
economic conditions, specific economic conditions in the markets where the Company conducts its
business and overall spending on advertising by advertisers. Restrictions Under Credit Facilities and Other Debt Securities.Currently Lamar Media has
outstanding $385.0 million 7 1/4% Senior Subordinated Notes due 2013 issued in December 2002 and
June 2003. The indenture relating to Lamar Medias outstanding notes restricts its ability to incur
indebtedness other than:  
    up to $1.3 billion of indebtedness under its bank credit facility;
    currently outstanding indebtedness or debt incurred to refinance outstanding debt;
    inter-company debt between Lamar Media and its subsidiaries or between subsidiaries;
    certain purchase money indebtedness and capitalized lease obligations to acquire or lease
property in the ordinary course of business that cannot exceed the greater of $20 million or
5% of Lamar Medias net tangible assets; and
    additional debt not to exceed $40 million. Lamar Media is required to comply with certain covenants and restrictions under its bank credit
agreement. If the Company fails to comply with these tests, the long term debt payments set forth
below in the contractual obligation table may be accelerated. At December 31, 2004 and currently
Lamar Media is in compliance with all such tests. Lamar Media cannot exceed the following financial ratios under its bank credit facility:  
    a total debt ratio, defined as total consolidated debt to EBITDA (as defined below) for
the most recent four fiscal quarters, of 5.75 to 1; and  
    a senior debt ratio, defined as total consolidated senior debt to EBITDA (as defined
below) for the most recent four fiscal quarters, of 3.75 to 1. In addition, the bank credit facility requires that Lamar Media must maintain the following
financial ratios:  
    an interest coverage ratio, defined as EBITDA (as defined below) for the most recent four
fiscal quarters to total consolidated accrued interest expense for that period, of at least
2.25 to 1; and  
    a fixed charges coverage ratio, defined as the ratio of EBITDA (as defined below) for the
most recent four fiscal quarters to (1) the total payments of principal and interest on debt
for such period (2) capital expenditures made during such period and (3) income and
franchise tax payments made during such period, of at least 1.05 to 1. As defined under Lamar Medias bank credit facility, EBITDA is, for any period, operating income
for Lamar Media and its restricted subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) for such period (calculated before taxes, interest expense,
depreciation, amortization and any other non-cash income or charges accrued for such period and
(except to the extent received or paid in cash by Lamar Media or any of its restricted
subsidiaries) income or loss attributable to equity in affiliates for such period) excluding any
extraordinary and unusual gains or losses during such period and excluding the proceeds of any
casualty events whereby insurance or other proceeds are received and certain dispositions not in
the ordinary course. Any dividend payment made by Lamar Media or any of its restricted subsidiaries
to Lamar Advertising Company during any period to enable Lamar Advertising Company to pay certain
qualified expenses on behalf of Lamar Media and its subsidiaries shall be treated as operating
expenses of Lamar Media for the purposes of calculating EBITDA for such period. EBITDA under the
bank credit agreement is also adjusted to reflect certain acquisitions or dispositions as if such
acquisitions or dispositions were made on the first day of such period. The Company believes that its current level of cash on hand, availability under its bank credit
facility and future cash flows from operations are sufficient to meet its operating needs through
the year 2005. All debt obligations are on the Companys balance sheet. Uses of Cash Capital Expenditures.Capital expenditures excluding acquisitions were approximately $82.0 million
for the year ended December 31, 2004. We anticipate our 2005 total capital expenditures for
construction and improvements to be between $80 million and $90 million. 16




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##### Table of Contents



Acquisitions.During the year ended December 31, 2004, the Company financed its acquisition
activity of approximately $193.8 million with borrowings under Lamar Medias revolving credit
facility and cash on hand totaling $189.5 million as well as the issuance of the Companys Class A
common stock valued at the time of issuance at approximately $4.3 million. In 2005, we expect to
spend between $125 and $175 million on acquisitions, which we may finance through borrowings, cash
on hand, the issuance of Class A common stock or some combination of the foregoing, depending on
market conditions. In September 2003, we filed with the SEC a shelf registration statement for the
possible issuance of shares of Class A common stock having an aggregate value of up to $200.0
million dollars in connection with acquisitions. We plan on continuing to invest in both capital expenditures and acquisitions that can provide high
returns in light of existing market conditions. Debt Service and Contractual Obligations.As of December 31, 2004, we had outstanding debt of
approximately $1.7 billion. In the future, Lamar Media has principal reduction obligations and
revolver commitment reductions under its bank credit agreement. In addition it has fixed commercial
commitments. These commitments are detailed as follows: Payments Due by Period(in millions)Less than 1Contractual Obligations
    
    Total
    
    
    Year
    
    
    1  3 Years
    
    
    4  5 Years
    
    
    After 5 YearsLong-Term Debt
    
    
    1,659.9
    
    
    
    72.5
    
    
    
    207.6
    
    
    
    182.6
    
    
    
    1,197.2Interest obligations on long term debt(1)
    
    
    478.2
    
    
    
    79.7
    
    
    
    147.3
    
    
    
    127.8
    
    
    
    123.4Billboard site and other operating leases
    
    
    944.9
    
    
    
    125.1
    
    
    
    203.0
    
    
    
    154.0
    
    
    
    462.8Total payments due
    
    
    3,083.0
    
    
    
    277.3
    
    
    
    557.9
    
    
    
    464.4
    
    
    
    1,783.4
   (1)
    
    Interest rates on our variable rate instruments are assuming rates at the
December 2004 levels. Amount of Expiration Per Period(in millions)Total Amount
    
    
    Less than 1Other Commercial Commitments
    
    Committed
    
    
    Year
    
    
    1 3 Years
    
    
    4 5 Years
    
    
    After 5 YearsRevolving
Bank Facility(2)
    
    
    225.0
    
    
    
    
    
    
    
    
    
    
    
    225.0
    
    
    
    Standby
Letters of Credit(3)
    
    
    8.9
    
    
    
    2.3
    
    
    
    5.9
    
    
    
    0.7
    
    
    
    
   (2)
    
    Lamar Media had $0 outstanding at December 31, 2004.(3)
    
    The standby letters of credit are issued under
Lamar Medias revolving bank facility and reduce the availability
of the facility by the same amount. Cash Flows The Companys cash flows provided by operating activities increased by $63.0 million for the year
ended December 31, 2004 due primarily to an increase in net income of $93.2 million as described in
Results of Operations offset by a decrease in adjustments to reconcile net income (loss) to cash
provided by operating activities of $34.2 million, which primarily is an increase in depreciation
and amortization of $9.1 million resulting from the acquisitions described under - Uses of Cash
-Acquisitions and an increase in deferred income tax expense of $31.2 million offset by the
absence of the cumulative effect of a change in accounting principle of $40.2 million and loss on
debt extinguishment of $33.6 million. In addition, as compared to the same period in 2003, there
were increases in the change in receivables of $2.6 million, in other assets of $2.1 million, in
trade accounts payable of $2.8 million and decreases in the change in accrued expenses of $3.5
million. Cash flows used in investing activities increased $53.7 million from $210.0 million in 2003 to
$263.7 million in 2004 primarily due to the increase in cash used in acquisition activity by the
Company in 2004 of $51.9 million and an increase in capital expenditures of $3.8 million and,
offset by proceeds from disposition of assets of $2.0 million related to the proceeds received from
the transit markets sale. See -Uses of Cash-Acquisitions. Cash flows used in financing activities decreased by $34.9 million for the year ended December 31,
2004 primarily due to a $11.5 million decrease in payments of long term debt and a $15.0 million
increase in proceeds from issuance of the Companys Class A common stock. CRITICAL ACCOUNTING ESTIMATES Our discussion and analysis of our results of operations and liquidity and capital resources are
based on our consolidated financial statements, which have been prepared in accordance with GAAP.
The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we
evaluate our estimates and judgments, including those related to long-lived asset recovery,
intangible assets, goodwill impairment, deferred taxes, asset retirement obligations and allowance
for doubtful accounts. We base our estimates on historical and anticipated results and trends and
on various other assumptions that we believe are reasonable under the circumstances, including
assumptions as to future events and, where applicable, established valuation techniques. These
estimates form the basis for making judgments about carrying values of assets and liabilities that
are not readily apparent from other sources. By their nature, estimates are subject 17




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to an inherent degree of uncertainty. Actual results may differ from our estimates. We believe that
the following significant accounting policies and assumptions may involve a higher degree of
judgment and complexity than others. Long-Lived Asset Recovery.Long-lived assets, consisting primarily of property, plant and
equipment and intangibles comprise a significant portion of the Companys total assets. Property,
plant and equipment of $1,270 million and intangible assets of $920 million are reviewed for
impairment whenever events or changes in circumstances have indicated that their carrying amounts
may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount
of an asset to future undiscounted net cash flows expected to be generated by that asset before
interest expense. These undiscounted cash flow projections are based on management assumptions
surrounding future operating results and the anticipated future economic environment. If actual
results differ from managements assumptions, an impairment of these intangible assets may exist
and a charge to income would be made in the period such impairment is determined. No such
impairment charge has been recorded by the Company, which management believes is due to the
Companys disciplined approach in determining the purchase price of acquisitions that drives the
growth of the Companys long-lived assets. Intangible Assets.The Company has significant intangible assets recorded on its balance sheet.
Intangible assets primarily represent goodwill of $1,265 million, site locations of $795 million
and customer relationships of $112 million associated with the Companys acquisitions. The fair
values of intangible assets recorded are determined using discounted cash flow models that require
management to make assumptions related to future operating results, including projecting net
revenue growth discounted using current cost of capital rates, of each acquisition and the
anticipated future economic environment. If actual results differ from managements assumptions, an
impairment of these intangibles may exist and a charge to income would be made in the period such
impairment is determined. Historically no impairment charge has been required with respect to the
Companys intangible assets. Goodwill Impairment.The Company had goodwill of $1,265 million as of December 31, 2004 and must
perform an impairment analysis of goodwill annually or on a more frequent basis if events and
circumstances indicate that the asset might be impaired. This analysis requires management to make
assumptions as to the implied fair value of its reporting unit as compared to its carrying value
(including goodwill). In conducting the impairment analysis, the Company determines implied fair
value of its reporting unit utilizing quoted market prices of its Class A common stock, which are
used to calculate the Companys enterprise value as compared to the carrying value of the Companys
assets. Discounted cash flow models before interest expense are also used. These discounted cash
flow models require management to make assumptions including projecting the Companys net revenue
growth discounted using current cost of capital rates related to the future operating results of
the Company and the anticipated future economic environment. Based upon the Companys annual review
as of December 31, 2004, no impairment charge was required. Deferred Taxes.As of December 31, 2004, the Company has made the determination that its deferred
tax assets of $174.6 million, the primary component of which is the Companys net operating loss
carryforward, are fully realizable due to the existence of certain deferred tax liabilities of
approximately $244.0 million that are anticipated to reverse during the carryforward period. The
Company bases this determination by projecting taxable income over the relevant period. The Company
has not recorded a valuation allowance to reduce its deferred tax assets. Should the Company
determine that it would not be able to realize all or part of its net deferred tax assets in the
future, an adjustment to the deferred tax asset would be charged to income in the period such
determination was made. For a more detailed description, see Note 11 of the Notes to the
Consolidated Financial Statements. Asset Retirement Obligations.The Company had an asset retirement obligation of $132.7 million as
of December 31, 2004 as a result of its adoption of SFAS No. 143, Accounting for Asset Retirement
Obligations, on January 1, 2003. This liability relates to the Companys obligation upon the
termination or non-renewal of a lease to dismantle and remove its billboard structures from the
leased land and to reclaim the site to its original condition. The Company records the present
value of obligations associated with the retirement of tangible long-lived assets in the period in
which they are incurred. The liability is capitalized as part of the related long-lived assets
carrying amount. Over time, accretion of the liability is recognized as an operating expense and
the capitalized cost is depreciated over the expected useful life of the related asset. In
calculating the liability, the Company calculates the present value of the estimated cost to
dismantle using an average cost to dismantle, adjusted for inflation and market risk. This calculation includes 100% of the Companys billboard structures on leased land (which
currently consist of approximately 77,100 structures). The Company uses a 15-year retirement period
based on historical operating experience in its core markets, including the actual time that
billboard structures have been located on leased land in such markets and the actual length of the
leases in the core markets, which includes the initial term of the lease, plus any renewal period.
Historical third-party cost information is used with respect to the dismantling of the structures
and the reclamation of the site. The interest rate used to calculate the present value of such
costs over the retirement period is based on credit rates historically available to the Company. Allowance for Doubtful Accounts.The Company maintains allowances for doubtful accounts based on
the payment patterns of its customers. Management analyzes historical results, the economic
environment, changes in the credit worthiness of its customers, and other relevant factors in
determining the adequacy of the Companys allowance. Bad debt expense was $8 million, $9 million
and $9 million or approximately 1% of net revenue for the years ended December 31, 2004, 2003 and
2002, respectively. If the future economic environment declines, the inability of customers to pay
may occur and the allowance for doubtful accounts may need to be increased, which will result in
additional bad debt expense in future years. 18




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NEW ACCOUNTING PRONOUNCEMENTS In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151 Inventory
Costs, an amendment of ARB No. 43, Chapter 4 (Statement 151). The amendments made by Statement
151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and require the allocation of
fixed production overheads to inventory based on the normal capacity of the production facilities.
The guidance is effective for inventory costs incurred during fiscal years beginning after June 15,
2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning
after November 23, 2004. We have assessed the impact of Statement 151, which is not expected to
have an impact on our financial position, results of operations or cash flows. In December 2004, the FASB issued Statement of Financial Accounting Standards No. 152 Accounting
for Real Estate Time-Sharing Transactions  An Amendment to FASB Statements No. 66 and 67
(Statement No. 152). Statement 152 amends FASB Statement No. 66, Accounting for Sales of Real
Estate,to reference the financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Estate Time-Sharing Transactions.Statement 152 also amends FASB Statement No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does not apply to real
estate time-sharing transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. Statement 152 is effective for financial statements for fiscal years
beginning after June 15, 2005. We have assessed the impact of Statement 152, which is not expected
to have an impact on our financial position, results of operations or cash flows. In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 Exchanges of
Non-monetary assets  an amendment of APB Opinion No. 29 (Statement 153). Statement 153 amends
Accounting Principles Board (APB) Opinion 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for exchanges of nonmonetary
assets that do not have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a result of the
exchange. Statement 153 does not apply to a pooling of assets in a joint undertaking intended to
fund, develop, or produce oil or natural gas from a particular property or group of properties. The
provisions of Statement 153 shall be effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Early adoption is permitted and the provisions of Statement
153 should be applied prospectively. We have assessed the impact of Statement 153, which is not
expected to have an impact on our financial position, results of operations or cash flows. In December of 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which replaces the
requirements under SFAS No. 123 and APB No. 25. The statement sets accounting requirements for
share-based compensation to employees, including employee stock purchase plans, and requires all
share-based payments, including employee stock options, to be recognized in the financial
statements based on their fair value. It carries forward prior guidance on accounting for awards
to non-employees. The accounting for employee stock ownership plan transactions will continue to
be accounted for in accordance with Statement of Position (SOP) 93-6, while awards to most
non-employee directors will be accounted for as employee awards. This Statement is effective for
public companies that do not file as small business issuers as of the beginning of interim or
annual reporting periods that begin on or after June 15, 2005 (effective for the quarter ended
September 30, 2005 for the Company). We have not yet determined the effect the new Statement will
have on our consolidated financial statements as we have not completed our analysis;
however, we expect the adoption of this Statement to result in a reduction of net income which may
be material. Lamar Media Corp. The following is a discussion of the consolidated financial condition and results of operations of
Lamar Media for the years ended December 31, 2004, 2003 and 2002. This discussion should be read in
conjunction with the consolidated financial statements of Lamar Media and the related notes. The following table presents certain items in the Consolidated Statements of Operations as a
percentage of net revenues for Lamar Media Corp. for the years ended December 31, 2004, 2003 and
2002: Year ended December 31,2004
    
    
    2003
    
    
    2002Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Direct advertising expenses
    
    
    34.2
    
    
    
    36.0
    
    
    
    35.4General and administrative expenses
    
    
    17.9
    
    
    
    18.0
    
    
    
    18.0Corporate expenses
    
    
    3.4
    
    
    
    3.1
    
    
    
    3.5Depreciation and amortization
    
    
    33.3
    
    
    
    35.2
    
    
    
    35.0Operating income
    
    
    11.4
    
    
    
    7.9
    
    
    
    8.1Interest expense
    
    
    7.3
    
    
    
    9.6
    
    
    
    12.2Net income (loss)
    
    
    2.7
    
    
    
    (7.7
    )
    
    
    (3.2
    )
 19




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Year ended December 31, 2004 compared to year ended December 31, 2003 Net revenues increased $73.4 million or 9.1% to $883.5 million for the year ended December 31, 2004
from $810.1 million for the same period in 2003. This increase was attributable primarily to (i) an
increase in billboard net revenues of $73.3 million which represents an increase of 9.7% over the
prior year, (ii) a $0.8 million increase in logo sign revenue, which represents an increase of 1.9%
over the prior year, and (iii) a $0.8 million decrease in transit revenue, which represents a 7.6%
decrease over the prior year. The increase in billboard net revenue of $73.3 million was due to both growth generated by
acquisition activity of approximately $18.8 million and internal growth of approximately $54.5
million as a result of increases in both pricing and occupancy. These increases were net of the
revenue lost during the year ended December 31, 2004 of approximately $1.5 million as a result of
the damage and destruction to the Companys advertising displays caused by the hurricanes that hit
the state of Florida in August and September 2004. The increase in logo sign revenue of $0.8
million was generated by internal growth across various markets within the logo sign programs of
approximately $2.1 million, offset by a decrease related to divestitures of approximately $1.3
million. There was an increase in transit revenue due to internal growth of approximately $0.8
million, but this was offset by a decrease related to divestitures of approximately $1.6 million.
Net revenues for the year ended December 31, 2004 as compared to acquisition-adjusted net revenue
for the year ended December 31, 2003, increased $57.4 million or 6.9% as a result of net revenue
internal growth. See Reconciliation of 2003 Acquisition-Adjusted Net Revenue in Comparison to 2004
Reported Net Revenue. Operating expenses, exclusive of depreciation and amortization and gain (loss) on disposition of
assets, increased $26.9 million or 5.8% to $490.1 million for the year ended December 31, 2004 from
$463.2 million for the same period in 2003. There was a $22.3 million increase as a result of
additional operating expenses related to the operations of acquired outdoor advertising assets and
increases in costs in operating Lamar Medias core assets and a $4.6 million increase in corporate
expenses. The increase in corporate expenses is primarily related to the new national sales
department established in 2004 at the corporate headquarters, increased legal fees, additional
accounting and professional fees related to Sarbanes-Oxley compliance and additional expenses
related to expanded efforts in the Companys business development. Depreciation and amortization expense increased $9.2 million or 3.2% from $284.9 million for the
year ended December 31, 2003 to $294.1 million for the year ended December 31, 2004, due to
continued acquisition activity, capital expenditures and additional charges related to the
remaining net book value of structures destroyed by the storms in the third quarter. Due to the above factors, operating income increased $36.5 million to $100.4 million for year ended
December 31, 2004 compared to $63.9 million for the same period in 2003. In the first quarter of 2003, Lamar Media recorded approximately $11.2 million as a loss on
extinguishment of debt related to the prepayment of its 9 5/8% Senior Subordinated Notes due 2006
and the write-off of related debt issuance costs. In the second quarter of 2003, Lamar Media
recorded a loss on extinguishment of debt of $5.8 million, related to the prepayment of $100
million in principal amount of its 8 5/8% Senior Subordinated Notes due 2007. In December 2003,
Lamar Media redeemed the remaining $100.0 million of its 8 5/8% Senior Subordinated Notes due 2007
for a redemption price equal to 102.875% of the principal amount of the notes. As a result of this
redemption, Lamar Media recorded a loss on extinguishment of debt of $4.2 million related to the
prepayment of the notes and associated debt issuance costs. During the year ended December 31,
2004, there were no refinancing activities resulting in a loss on extinguishment of debt. Interest expense decreased $13.0 million from $77.9 million for the year ended December 31, 2003 to
$64.9 million for the year ended December 31, 2004 as a result of lower interest rates both on
existing and refinanced debt. The increase in operating income, the absence of a loss on extinguishment of debt, and the decrease
in interest expense described above resulted in a $70.5 million increase in income before income
taxes and cumulative effect of a change in accounting principle. This increase in income resulted
in an increase in income tax expense of $24.1 million for the year ended December 31, 2004 over the
same period in 2003. The effective tax rate for the year ended December 31, 2004 is 32.7%. As a result of the above factors and the absence of a cumulative effect of a change in accounting
principle, Lamar Media recognized net income for the year ended December 31, 2004 of $24.2 million,
as compared to a net loss of $62.4 million for the same period in 2003. Reconciliation of 2003 Acquisition-Adjusted Net Revenue in Comparison to 2004 Reported Net Revenue: Because acquisitions occurring after December 31, 2002 (the Acquired Assets) have contributed to
our net revenue results for the periods presented, we provide 2003 acquisition-adjusted net
revenue, which adjusts our 2003 net revenue by adding to it the net revenue generated by the
Acquired Assets in 2003 prior to our acquisition of them for the same time frame that those assets
were owned in 2004. We provide this information as a supplement to net revenues to enable investors
to compare periods in 2004 and 2003 on a more consistent basis without the effects of acquisitions.
Management uses this comparison to assess how well we are performing with our existing assets.
Acquisition-adjusted net revenue is not determined in accordance with generally accepted accounting
principles (GAAP). For this adjustment, we measure the amount of pre-acquisition revenue generated
by the assets during the period in 2003 that corresponds with the actual period we have owned the
assets in 2004 (to the extent within the period to 20




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which this report relates). We refer to this adjustment as acquisition net revenue. A
reconciliation of reported net revenue to acquisition-adjusted net revenue is provided below: Reconciliation of 2003 Reported Net Revenue to 2003 Acquisition-Adjusted Net Revenue as compared to
2004 Reported Net Revenue: 2004
    
    
    2003(in thousands)Reported net revenue
    
    $
    883,510
    
    
    $
    810,139Acquisition net revenue
    
    
    
    
    
    
    15,9942004 reported net revenue as compared to 2003
acquisition  adjusted net revenue
    
    $
    883,510
    
    
    $
    826,133
 Year ended December 31, 2003 compared to year ended December 31, 2002 Net revenues increased $34.4 million or 4.4% to $810.1 million for the year ended December 31, 2003
from $775.7 million for the same period in 2002. This increase was attributable primarily to (i) an
increase in billboard net revenues of $29.8 million which represents a 4.1% increase over the prior
year, (ii) a $3.2 million increase in logo sign revenue, which represents an increase of 8.4% over
the prior year, and (iii) a $1.5 million increase in transit revenue, which represents a 17.0%
increase over the prior year. The increase in billboard net revenue of $29.8 million was due to both growth generated by
acquisition activity of approximately $20.0 million and internal growth of approximately $9.8
million as a result of increases in both pricing and occupancy while the increase in logo sign
revenue of $3.2 million was generated by internal growth across various markets within the logo
sign programs. In addition, the increase in transit revenue of $1.5 million is due to internal
growth. Net revenues for the year ended December 31, 2003 as compared to acquisition-adjusted net
revenue for the year ended December 31, 2002, increased $14.4 million or 1.8% as a result of net
revenue internal growth. See Reconciliation of 2002 Acquisition-Adjusted Net Revenue in
Comparison to 2003 Reported Net Revenue. Operating expenses, exclusive of depreciation and amortization and gain on sale of assets,
increased $21.5 million or 4.9% to $463.2 million for the year ended December 31, 2003 from $441.7
million for the same period in 2002. There was a $23.6 million increase as a result of additional
operating expenses related to the operations of acquired outdoor advertising assets and increases
in costs in operating Lamar Medias core assets. This increase was offset by a $2.0 million
decrease in corporate expenses due to the partial reversal in the second quarter of 2003 of a
charge related to a jury verdict rendered against Lamar Media in the third quarter of 2002, which
is discussed below. In the third quarter of 2002, Lamar Media recorded a charge of $2.3 million related to a jury
verdict rendered in August 2002 against Lamar Media for compensatory and punitive damages. In May
2003, the Court ordered a reduction to the punitive damage award, which was subject to the
plaintiffs consent. The plaintiff rejected the reduced award and the Court ordered a new trial.
Based on legal analysis, management believed the best estimate of Lamar Medias potential liability
related to this claim was $1.3 million as of December 31, 2003. The $1.0 million reduction in the
reserve for this liability was recorded as a reduction of corporate expenses in the second quarter
of 2003. Depreciation and amortization expense increased $13.1 million or 4.8% from $271.8 million for the
year ended December 31, 2002 to $284.9 million for the year ended December 31, 2003, due to
continued acquisition activity and capital expenditures and additional depreciation and accretion
of $12.6 million related to the Companys adoption of Financial Accounting Standard 143,
Accounting for Asset Retirement Obligations, which was effective January 1, 2003. Due to the above factors, operating income increased $1.4 million to $63.9 million for year ended
December 31, 2003 compared to $62.5 million for the same period in 2002. In January 2003, Lamar Media redeemed all of its outstanding 9 5/8% Senior Subordinated Notes due
2006 in aggregate principal amount of approximately $255.0 million for a redemption price equal to
103.208% of the principal amount of the notes. In the first quarter of 2003, Lamar Media recorded
approximately $11.2 million as a loss on extinguishment of debt related to the prepayment of the 9
5/8% Senior Subordinated Notes due 2006 and the write-off of related debt issuance costs. In June 2003, Lamar Media redeemed $100.0 million in principal amount of its 8 5/8% Senior
Subordinated Notes due 2007, for a redemption price equal to 104.313% of the principal amount of
the notes. In the second quarter of 2003, Lamar Media recorded a loss on extinguishment of debt of
$5.8 million related to this prepayment. In December 2003, Lamar Media redeemed the remaining $100.0 million of its 8 5/8% Senior
Subordinated Notes due 2007 for a redemption price equal to 102.875% of the principal amount of the
notes. As a result of this redemption, Lamar Media recorded a loss on extinguishment of debt of
$4.2 million in the fourth quarter of 2003 related to the prepayment of the notes and associated
debt issuance costs. 21




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Interest expense decreased $17.1 million from $95.0 million for the year ended December 31, 2002 to
$77.9 million for the year ended December 31, 2003 as a result of lower interest rates both on
existing and recently refinanced debt. The increase in operating income and the decrease in interest expense described above offset by the
loss on extinguishment of debt resulted in a $2.9 million decrease in loss before income taxes and
cumulative effect of a change in accounting principle. There was no change in the income tax
benefit for the year ended December 31, 2003 over the same period in 2002 due primarily to the
small decrease in loss before income taxes and cumulative effect of a change in accounting
principle and to an increase in total tax benefit resulting from changes to the expected
utilization of Lamar Medias net operating loss carryforward. The effective tax rate for the year
ended December 31, 2003 is 35.8%. Due to the adoption of SFAS No. 143, Lamar Media recorded a cumulative effect of a change in
accounting principle for the year ended December 31, 2003 in the amount of $40.2 million net of an
income tax benefit of $25.7 million. As a result of the above factors, Lamar Media recognized a net loss for the year ended December 31,
2003 of $62.4 million, as compared to a net loss of $25.0 million for the same period in 2002. Reconciliation of 2002 Acquisition-Adjusted Net Revenue in Comparison to 2003 Reported Net Revenue: Because acquisitions occurring after December 31, 2001 (the Acquired Assets) have contributed to
our net revenue results for the periods presented, we provide 2002 acquisition-adjusted net
revenue, which adjusts our 2002 net revenue by adding to it the net revenue generated by the
Acquired Assets in 2002 prior to our acquisition of them for the same time frame that those assets
were owned in 2003. We provide this information as a supplement to net revenues to enable investors
to compare periods in 2003 and 2002 on a more consistent basis without the effects of acquisitions.
Management uses this comparison to assess how well we are performing with our existing assets.
Acquisition-adjusted net revenue is not determined in accordance with generally accepted accounting
principles (GAAP). For this adjustment, we measure the amount of pre-acquisition revenue generated
by the assets during the period in 2002 that corresponds with the actual period we have owned the
assets in 2003 (to the extent within the period to which this report relates). We refer to this
adjustment as acquisition net revenue. A reconciliation of reported net revenue to

acquisition-adjusted net revenue is provided below: Reconciliation of 2002 Reported Net Revenue to 2002 Acquisition-Adjusted Net Revenue as Compared to
2003 Reported Net Revenue: 2003
    
    
    2002(in thousands)Reported net revenue
    
    $
    810,139
    
    
    $
    775,682Acquisition net revenue
    
    
    
    
    
    
    20,0162003 reported net revenue as compared to 2002
acquisition  adjusted net revenue
    
    $
    810,139
    
    
    $
    795,698
 FACTORS AFFECTING FUTURE OPERATING RESULTS The Companys substantial indebtedness could adversely affect its business and may create a need to
borrow additional money in the future to make the significant fixed payments on its debt and
operate its business. The Company has borrowed substantial amounts of money in the past and may borrow more money in the
future. At December 31, 2004, Lamar Advertising Company had approximately $287.5 million of
convertible notes outstanding. At December 31, 2004, Lamar Media had approximately $1.4 billion of
debt outstanding consisting of approximately $975.0 million in bank debt, $389.0 million in various
series of senior subordinated notes and $8.4 million in various other short-term and long-term
debt. In addition, the indenture governing Lamar Medias notes and its bank credit facility allows
it to incur substantial additional indebtedness in the future. As of December 31, 2004, Lamar Media
had approximately $216.1 million available to borrow under its bank credit facility. The Companys
substantial indebtedness and the fact that a large part of the Companys cash flow from operations
must be used to make principal and interest payments on its debt may have important consequences,
including:  
    limiting cash flow available to fund the Companys working capital, capital expenditures, potential
acquisitions or other general corporate requirements;  
    increasing the Companys vulnerability to general adverse economic and industry conditions;  
    limiting the Companys ability to obtain additional financing to fund future working capital, capital
expenditures, potential acquisitions or other general corporate requirements;  
    limiting the Companys flexibility in planning for, or reacting to, changes in its business and industry;  
    placing the Company at a competitive disadvantage compared to its competitors with less indebtedness; and  
    making it more difficult for the Company to comply with financial covenants in its bank credit facility. 22




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In addition, if the Companys operations make less money in the future, it may need to borrow to
make principal and interest payments on its debt. The Company also finances most of its
acquisitions through borrowings under Lamar Medias bank credit facility. Since its borrowing
capacity under its credit facility is limited, the Company may not be able to continue to finance
future acquisitions at its historical rate with borrowings under its credit facility. The Company
may need to borrow additional amounts or seek other sources of financing to fund future
acquisitions. Such additional financing may not be available on favorable terms. The Company may
need the consent of the banks under its credit facility, or the holders of other indebtedness, to
borrow additional money. Restrictions in the Companys and Lamar Medias debt agreements reduce operating flexibility and
contain covenants and restrictions that create the potential for defaults. The terms of the indenture relating to Lamar Advertisings outstanding notes, Lamar Medias bank
credit facility and the indenture relating to Lamar Medias outstanding notes restrict, among other
things, the ability of Lamar Advertising and Lamar Media to:  
    incur or repay debt;  
    dispose of assets;  
    create liens;  
    make investments;  
    enter into affiliate transactions; and  
    pay dividends. Lamar Medias ability to make distributions to Lamar Advertising is also restricted under the terms
of these agreements. Under Lamar Medias bank credit facility the Company must maintain specified
financial ratios and levels including:  
    a minimum interest coverage ratio;  
    a minimum fixed charges ratio;  
    a maximum senior debt ratio; and  
    a maximum total debt ratio. See Managements Discussion and Analysis of Financial Condition and Results of Operations 
Liquidity and Capital Resources. If Lamar Media fails to comply with these tests, the lenders have the right to cause all amounts
outstanding under the bank credit facility to become immediately due. If this were to occur, and
the lenders decide to exercise their right to accelerate the indebtedness, it would create serious
financial problems for the Company and could lead to an event of default under the indentures
governing its debt. Any of these events could have a material adverse effect on its business,
financial condition and results of operations. The Companys ability to comply with these
restrictions, and any similar restrictions in future agreements, depends on its operating
performance. Because its performance is subject to prevailing economic, financial and business
conditions and other factors that are beyond the Companys control, it may be unable to comply with
these restrictions in the future. The Companys business is derived from advertising and advertising is particularly sensitive to
changes in economic conditions and advertising trends. The Company sells advertising space to generate revenues. Advertising spending is particularly
sensitive to changes in general economic conditions and advertising spending typically decreases
when economic conditions are tough. A decrease in demand for advertising space could adversely
affect the Companys business. A reduction in money spent on advertising displays could result
from:  
    a general decline in economic conditions;  
    a decline in economic conditions in particular markets where the Company conducts business;  
    a reallocation of advertising expenditures to other available media by significant users of the Companys displays; or  
    a decline in the amount spent on advertising in general. The Companys continued growth by acquisitions may become more difficult and involves costs and
uncertainties. Historically, the Company has substantially increased its inventory of advertising displays through
acquisitions. The Companys growth strategy involves acquiring outdoor advertising businesses and
assets in markets where it currently competes as well as in new markets. However, the following
factors may affect the Companys ability to continue to pursue this strategy effectively:  
    there might not be suitable acquisition candidates, particularly as a result of the consolidation
of the outdoor advertising industry, and the Company may have a more difficult time negotiating
acquisitions that are favorable to it;  
    the Company may face increased competition from other outdoor advertising companies, which may have
greater financial resources than the Company, for the businesses and assets it wishes to acquire,
which may result in higher prices for those businesses and assets; 23




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
    the Company may not have access to sufficient capital resources on acceptable terms, if at all, to
finance its acquisitions and may not be able to obtain required consents from its lenders;  
    the Company may be unable to effectively integrate acquired businesses and assets with its existing
operations as a result of unforeseen difficulties that could require significant time and attention
from its management that could otherwise be directed at developing its existing business; and  
    the Company may not realize the benefits and cost savings that it anticipates from its acquisitions. The Company faces competition from larger and more diversified outdoor advertisers and other forms
of advertising that could hurt its performance. The Company may not be able to compete successfully against current and future forms of outdoor
advertising and other media. The competitive pressure that it faces could adversely affect its
profitability or financial performance. Although Lamar Advertising is the largest company focusing
exclusively on outdoor advertising, it faces competition from larger companies with more
diversified operations that also include television, radio and other broadcast media. In addition,
the Companys diversified competitors have the opportunity to cross-sell their different
advertising products to their customers. The Company also faces competition from other forms of
media, including newspapers, direct mail advertising and the Internet. It must also compete with an
increasing variety of other out-of-home advertising media that include advertising displays in
shopping centers, malls, airports, stadiums, movie theaters and supermarkets, and on taxis, trains
and buses. The Companys operations are impacted by the regulation of outdoor advertising by federal, state
and local governments. The Companys operations are significantly impacted by federal, state and local government
regulation of the outdoor advertising business. The federal government conditions federal highway assistance on states imposing location
restrictions on the placement of billboards on primary and interstate highways. Federal laws also
impose size, spacing and other limitations on billboards. Some states have adopted standards more
restrictive than the federal requirements. Local governments generally control billboards as part
of their zoning regulations. Some local governments have enacted ordinances which require removal
of billboards by a future date. In addition, four states have enacted bans on billboard
advertising. Others prohibit the construction of new billboards and the reconstruction of
significantly damaged billboards, or allow new construction only to replace existing structures. Local laws which mandate removal of billboards at a future date often do not provide for payment to
the owner for the loss of structures that are required to be removed. Some federal and state laws
require payment of compensation in such circumstances. Local laws that require the removal of a
billboard without compensation have been challenged in state and federal courts with conflicting
results. Accordingly, the Company may not be successful in negotiating acceptable arrangements when
the Companys displays have been subject to removal under these types of local laws. Additional regulations may be imposed on outdoor advertising in the future. Legislation regulating
the content of billboard advertisements has been introduced in Congress from time to time in the
past. Additional regulations or changes in the current laws regulating and affecting outdoor
advertising at the federal, state or local level may have a material adverse effect on the
Companys results of operations. The Companys logo sign contracts are subject to state award and renewal. A portion of the Companys revenues and operating income come from its state-awarded service
contracts for logo signs. For the year ended December 31, 2004, approximately 5% of the Companys
net revenues were derived from its logo sign contracts. The Company cannot predict what remaining
states, if any, will start logo sign programs or convert state-run logo sign programs to privately
operated programs. The Company currently competes with three other logo sign providers as well as
local companies for state-awarded service contracts for logo signs. Generally, state-awarded logo sign contracts have a term of five to ten years, with additional
renewal periods. Some states have the right to terminate a contract early, but in most cases must
pay compensation to the logo sign provider for early termination. At the end of the term of the
contract, ownership of the structures is transferred to the state. Depending on the contract in
question, the logo provider may or may not be entitled to compensation at the end of the contract
term. Of the Companys 20 logo sign contracts in place at December 31, 2004, two are subject to
renewal 2005 and two are scheduled to terminate. The Company may not be able to obtain new logo
sign contracts or renew its existing contracts. In addition, after a new state-awarded logo
contract is received, the Company generally incurs significant start-up costs. If the Company does
not continue to have access to the capital necessary to finance those costs, it will not be able to
accept new contracts. The Company is controlled by certain significant stockholders who are able to control the outcome
of all matters submitted to its stockholders for approval and whose interest in the Company may be
different than yours. As of December 31, 2004, certain members of the Reilly family, including Kevin P. Reilly, Jr., the
Companys president and chief executive officer, own in the aggregate approximately 16% of Lamar
Advertisings common stock, assuming the conversion of all 24




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Class B common stock to Class A common
stock. This represents 64% of Lamar Advertisings outstanding voting stock. By virtue of such stock
ownership, such persons have the power to:  
    elect the Companys entire board of directors;  
    control the Companys management and policies; and  
    determine the outcome of any corporate transaction or other matters
required to be submitted to the Companys stockholders for approval,
including the amendment of its certificate of incorporation, mergers,
consolidation and the sale of all or substantially all of its assets. If the Companys contingency plans relating to hurricanes fail, the resulting losses could hurt the
Companys business. Although the Company has developed contingency plans designed to deal with the threat posed to
advertising structures by hurricanes, it is possible that these plans will not work. If these plans
fail, significant losses could result. For example, the Company sustained damage and destruction
to certain of its advertising displays as a result of four hurricanes hitting the state of Florida
in August and September 2004. The Company estimates that the revenue lost in the year ended
December 31, 2004 was approximately $1.5 million. The Company has determined that it is not economical to obtain insurance against losses from
hurricanes and other natural disasters. Instead, the Company has developed contingency plans to
deal with the threat of hurricanes. For example, the Company attempts to remove the advertising
faces on billboards at the onset of a storm, when possible, which better permits the structures to
withstand high winds during a storm. The Company then replaces these advertising faces after the
storm has passed. However, these plans may not be effective in the future and, if they are not,
significant losses may result. 25




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Lamar Advertising Company and Lamar Media Corp. Lamar Advertising Company is exposed to interest rate risk in connection with variable rate debt
instruments issued by its wholly owned subsidiary Lamar Media Corp. The information below
summarizes the Companys interest rate risk associated with its principal variable rate debt
instruments outstanding at December 31, 2004, and should be read in conjunction with Note 8 of the
Notes to the Companys Consolidated Financial Statements. Loans under Lamar Media Corp.s bank credit agreement bear interest at variable rates equal to the
JPMorgan Chase Prime Rate or LIBOR plus the applicable margin. Because the JPMorgan Chase Prime
Rate or LIBOR may increase or decrease at any time, the Company is exposed to market risk as a
result of the impact that changes in these base rates may have on the interest rate applicable to
borrowings under the bank credit agreement. Increases in the interest rates applicable to
borrowings under the bank credit agreement would result in increased interest expense and a
reduction in the Companys net income. At December 31, 2004 there was approximately $975.0 million of aggregate indebtedness outstanding
under the bank credit facility, or approximately 61.4% of the Companys outstanding long-term debt
on that date, bearing interest at variable rates. The aggregate interest expense for 2004 with
respect to borrowings under the bank credit agreement was $34.2 million, and the weighted average
interest rate applicable to borrowings under this credit facility during 2004 was 3.2%. Assuming
that the weighted average interest rate was 200-basis points higher (that is 5.2% rather than
3.2%), then the Companys 2004 interest expense would have been approximately $20.3 million higher
resulting in a $10.9 million decrease in the Companys 2004 net income. The Company has mitigated the interest rate risk resulting from its variable interest rate
long-term debt instruments by issuing fixed rate long-term debt instruments and maintaining a
balance over time between the amount of the Companys variable rate and fixed rate indebtedness. In
addition, the Company has the capability under the bank credit agreement to fix the interest rates
applicable to its borrowings at an amount equal to LIBOR plus the applicable margin for periods of
up to twelve months, which would allow the Company to mitigate the impact of short-term
fluctuations in market interest rates. In the event of an increase in interest rates, the Company
may take further actions to mitigate its exposure. The Company cannot guarantee, however, that the
actions that it may take to mitigate this risk will be feasible or that, if these actions are
taken, that they will be effective. 
 ITEM 8. FINANCIAL STATEMENTS (following on next page) 26




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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES  Managements
Report on Internal Control Over Financial Reporting
    
    
    28Report of Independent Registered Public Accounting Firm  Internal Control over Financial Reporting
    
    
    29Report of Independent Registered Public Accounting Firm  Financial Statements
    
    
    30Consolidated Balance Sheets as of December 31, 2004 and 2003
    
    
    31Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002
    
    
    32Consolidated Statements of Stockholders Equity for the years ended December 31, 2004, 2003 and
2002
    
    
    33Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002
    
    
    34Notes to Consolidated Financial Statements
    
    
    35 - 51Schedule 2  Valuation and Qualifying Accounts for the years ended December 31, 2004, 2003 and 2002
    
    
    52
 27




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Managements Report on Internal Control Over Financial Reporting The management of Lamar Advertising Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Lamar Advertisings management assessed the effectiveness of
Lamar Advertisings internal control over financial reporting as
of December 31, 2004.  In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control-Integrated
Framework.  Based on this assessment, Lamar Advertisings management
has concluded that, as of December 31, 2004, Lamar Advertisings internal control
over financial reporting is effective based on those criteria. KPMG LLP, the independent registered public accounting firm that
audited Lamar Advertisings financial statements included in
this annual report, has issued an attestation report on
managements assessment of Lamar Advertisings internal control over
financial reporting.  This report appears on page 29 of this combined Annual Report. 28




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Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders
Lamar Advertising Company: We have audited
managements assessment, included in the accompanying Managements Report on Internal Control over
Financial Reporting that Lamar Advertising
Company maintained effective internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).Lamar Advertising Companys management
is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting. Our responsibility is
to express an opinion on managements assessment and an opinion on the effectiveness of the
Companys internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. In our opinion, managements assessment that Lamar Advertising Company maintained effective
internal control over financial reporting as of December 31, 2004, is fairly stated, in all
material respects, based on criteria established in Internal ControlIntegrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).Also, in our opinion, Lamar Advertising Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2004, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements of Lamar Advertising Company and
subsidiaries and the financial statement schedule as listed in the accompanying index, and our
report dated March 8, 2005 expressed an unqualified opinion on those consolidated financial
statements. /s/KPMG LLP 
  New Orleans, Louisiana
March 8, 2005 29




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Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders
Lamar Advertising Company: We have audited the consolidated financial statements of Lamar Advertising Company and subsidiaries
as listed in the accompanying index. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Lamar Advertising Company and subsidiaries as of
December 31, 2004 and 2003, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Lamar Advertising Companys internal control over
financial reporting as of December 31, 2004, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated March 8, 2005 expressed an unqualified opinion on
managements assessment of, and the effective operation of, internal control over financial
reporting. As discussed in Note 9 to the consolidated financial statements, the Company adopted the provisions
of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirements
Obligations on January 1, 2003. /s/KPMG LLP 
  New Orleans, Louisiana
March 8, 2005 30




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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2004 and 2003
(In thousands, except share and per share data) 2004
    
    
    2003ASSETSCurrent assets:Cash and cash equivalents
    
    $
    44,201
    
    
    $
    7,797Receivables, net of allowance for doubtful accounts of $5,000 and $4,914 in
2004 and 2003
    
    
    87,962
    
    
    
    90,072Prepaid expenses
    
    
    35,287
    
    
    
    32,377Deferred income tax assets (note 11)
    
    
    6,899
    
    
    
    6,051Other current assets
    
    
    8,231
    
    
    
    7,820Total current assets
    
    
    182,580
    
    
    
    144,117Property, plant and equipment (note 4)
    
    
    2,077,379
    
    
    
    1,988,096Less accumulated depreciation and amortization
    
    
    ( 807,735
    )
    
    
    (702,272
    )Net property, plant and equipment
    
    
    1,269,644
    
    
    
    1,285,824Goodwill (note 5)
    
    
    1,265,106
    
    
    
    1,240,275Intangible assets (note 5)
    
    
    920,373
    
    
    
    938,643Deferred
financing costs net of accumulated amortization of $26,113 and $20,783 at 2004 and 2003, respectively
    
    
    24,552
    
    
    
    28,355Other assets
    
    
    27,217
    
    
    
    32,159Total assets
    
    $
    3,689,472
    
    
    $
    3,669,373LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    10,412
    
    
    $
    8,813Current maturities of long-term debt (note 8)
    
    
    72,510
    
    
    
    5,044Accrued expenses (note 7)
    
    
    50,513
    
    
    
    45,986Deferred income
    
    
    14,669
    
    
    
    14,372Total current liabilities
    
    
    148,104
    
    
    
    74,215Long-term debt (note 8)
    
    
    1,587,424
    
    
    
    1,699,819Deferred income tax liabilities (note 11)
    
    
    76,240
    
    
    
    73,352Asset retirement obligation (note 9)
    
    
    132,700
    
    
    
    123,217Other liabilities
    
    
    8,657
    
    
    
    9,109Total liabilities
    
    
    1,953,125
    
    
    
    1,979,712Stockholders equity (note 13):Series AA preferred stock, par value $.001, $63.80 cumulative dividends,
authorized 5,720 shares; 5,720 shares issued and outstanding at 2004 and 2003
    
    
    
    
    
    
    Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000
shares authorized, 0 shares issued and outstanding at 2004 and 2003
    
    
    
    
    
    
    Class A common stock, par value $.001, 175,000,000 shares authorized,
88,742,430 and 87,266,763 shares issued and outstanding at 2004 and 2003,
respectively
    
    
    89
    
    
    
    87Class B common stock, par value $.001, 37,500,000 shares authorized,
15,672,527 and 16,147,073 are issued and outstanding at 2004 and 2003,
respectively
    
    
    16
    
    
    
    16Additional paid-in-capital
    
    
    2,131,449
    
    
    
    2,097,555Accumulated deficit
    
    
    (395,207
    )
    
    
    (407,997
    )Stockholders equity
    
    
    1,736,347
    
    
    
    1,689,661Total liabilities and stockholders equity
    
    $
    3,689,472
    
    
    $
    3,669,373
 See accompanying notes to consolidated financial statements. 31




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2004, 2003 and 2002
(In thousands, except share and per share data) 2004
    
    
    2003
    
    
    2002Net revenues
    
    $
    883,510
    
    
    $
    810,139
    
    
    $
    775,682Operating expenses (income):Direct advertising expenses (exclusive of depreciation and
amortization)
    
    
    302,157
    
    
    
    292,017
    
    
    
    274,772General and administrative expenses (exclusive of depreciation
and amortization)
    
    
    158,161
    
    
    
    145,971
    
    
    
    139,610Corporate expenses (exclusive of depreciation and

amortization)
    
    
    30,159
    
    
    
    25,549
    
    
    
    27,572Depreciation and amortization
    
    
    294,056
    
    
    
    284,947
    
    
    
    271,832Gain on disposition of assets
    
    
    (  1,067
    )
    
    
    (    1,946
    )
    
    
    (    336
    )783,466
    
    
    
    746,538
    
    
    
    713,450Operating income
    
    
    100,044
    
    
    
    63,601
    
    
    
    62,232Other expense (income):Loss on extinguishment of debt
    
    
    
    
    
    
    33,644
    
    
    
    5,850Interest income
    
    
    (    495
    )
    
    
    (  502
    )
    
    
    (    929
    )Interest expense
    
    
    76,079
    
    
    
    93,787
    
    
    
    113,33375,584
    
    
    
    126,929
    
    
    
    118,254Income (loss) before income tax expense (benefit) and

cumulative effect of a
change in accounting principle
    
    
    24,460
    
    
    
    (  63,328
    )
    
    
    (  56,022
    )Income tax expense (benefit) (note 11)
    
    
    11,305
    
    
    
    (  23,573
    )
    
    
    (   19,694
    )Income (loss) before cumulative effect of a change in accounting

principle
    
    
    13,155
    
    
    
    ( 39,755
    )
    
    
    (  36,328
    )Cumulative effect of a change in accounting principle, net of tax benefit of
$25,727
    
    
    
    
    
    
    40,240
    
    
    
    Net income (loss)
    
    
    13,155
    
    
    
    (   79,995
    )
    
    
    (  36,328
    )Preferred stock dividends
    
    
    365
    
    
    
    365
    
    
    
    365Net income (loss) applicable to common stock
    
    $
    12,790
    
    
    $
    ( 80,360
    )
    
    $
    (   36,693
    )Earnings (loss) per share:Basic:Before cumulative effect of a change in accounting principle
    
    $
    0.12
    
    
    $
    ( 0.39
    )
    
    $
    ( 0.36
    )Cumulative effect of a change in accounting principle
    
    $
    
    
    
    $
    (     0.39
    )
    
    $
    Basic earnings (loss) per share
    
    $
    0.12
    
    
    $
    (    0.78
    )
    
    $
    (   0.36
    )Diluted:Before cumulative effect of a change in accounting principle
    
    $
    0.12
    
    
    $
    (     0.39
    )
    
    $
    ( 0.36
    )Cumulative effect of a change in accounting principle
    
    $
    
    
    
    $
    (  0.39
    )
    
    $
    Diluted earnings (loss) per share
    
    $
    0.12
    
    
    $
    (   0.78
    )
    
    $
    (        0.36
    )Weighted average common shares outstanding
    
    
    104,041,030
    
    
    
    102,686,780
    
    
    
    101,089,215Incremental common shares from dilutive stock options
    
    
    530,453
    
    
    
    
    
    
    
    Incremental common shares from convertible debt
    
    
    
    
    
    
    
    
    
    
    Weighted average common shares assuming dilution
    
    
    104,571,483
    
    
    
    102,686,780
    
    
    
    101,089,215
 See accompanying notes to consolidated financial
statements. 32




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Statements of Stockholders Equity
Years Ended December 31, 2004, 2003 and 2002
(In thousands, except per share data) SERIESAA
    
    
    CLASS A
    
    
    CLASS A
    
    
    CLASS B
    
    
    ADDITIONALPREFERRED
    
    
    PREFERRED
    
    
    COMMON
    
    
    COMMON
    
    
    PAID-IN
    
    
    ACCUMULATEDSTOCK
    
    
    STOCK
    
    
    STOCK
    
    
    STOCK
    
    
    CAPITAL
    
    
    DEFICIT
    
    
    TOTALBalance, December 31, 2001
    
    $
    
    
    
    
    
    
    
    
    83
    
    
    
    17
    
    
    
    1,963,065
    
    
    
    (290,944
    )
    
    
    1,672,221Issuance of
1,405,464 shares of
common stock in
acquisitions
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    56,099
    
    
    
    
    
    
    
    56,100Exercise of 515,588
shares of stock
options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,722
    
    
    
    
    
    
    
    15,722Conversion of
194,762 shares of
Class B common
stock to Class A
common stock
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of 61,424
shares of common
stock through
employee purchase
plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,823
    
    
    
    
    
    
    
    1,823Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,328
    )
    
    
    (36,328
    )Dividends ($63.80
per preferred
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, December 31, 2002
    
    $
    
    
    
    
    
    
    
    
    85
    
    
    
    16
    
    
    
    2,036,709
    
    
    
    (327,637
    )
    
    
    1,709,173Issuance of
1,550,095 shares of
common stock in
acquisitions
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    50,628
    
    
    
    
    
    
    
    50,630Exercise of 298,105
shares of stock
options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,272
    
    
    
    
    
    
    
    8,272Conversion of
270,000 shares of
Class B common
stock to Class A
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of 72,025
shares of common
stock through
employee purchase
plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,946
    
    
    
    
    
    
    
    1,946Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79,995
    )
    
    
    (79,995
    )Dividends ($63.80
per preferred
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, December 31, 2003
    
    $
    
    
    
    
    
    
    
    
    87
    
    
    
    16
    
    
    
    2,097,555
    
    
    
    (407,997
    )
    
    
    1,689,661Issuance of 68,986
shares of common
stock in
acquisitions
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    4,271
    
    
    
    
    
    
    
    4,272Exercise of 865,443
shares of stock
options
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    27,369
    
    
    
    
    
    
    
    27,370Conversion of
474,546 shares of
Class B common
stock to Class A
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of 66,692
shares of common
stock through
employee purchase
plan
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    
    
    
    
    2,254
    
    
    
    
    
    
    
    2,254Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,155
    
    
    
    13,155Dividends ($63.80
per preferred
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )
    
    
    (365
    )Balance, December 31, 2004
    
    $
    
    
    
    
    
    
    
    
    89
    
    
    
    16
    
    
    
    2,131,449
    
    
    
    (395,207
    )
    
    
    1,736,347
 See accompanying notes to consolidated financial statements. 33




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2004, 2003 and 2002
(In thousands) 2004
    
    
    2003
    
    
    2002Cash flows from operating activities:Net income (loss)
    
    $
    13,155
    
    
    $
    (79,995
    )
    
    $
    (36,328
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    294,056
    
    
    
    284,947
    
    
    
    271,832Amortization included in interest expense
    
    
    5,330
    
    
    
    6,037
    
    
    
    6,061Gain on disposition of assets
    
    
    (1,067
    )
    
    
    (1,946
    )
    
    
    (336
    )Loss on extinguishment of debt
    
    
    
    
    
    
    33,644
    
    
    
    5,850Cumulative effect of a change in accounting principle
    
    
    
    
    
    
    40,240
    
    
    
    Deferred income tax expenses (benefit)
    
    
    7,748
    
    
    
    (23,531
    )
    
    
    (15,584
    )Provision for doubtful accounts
    
    
    7,772
    
    
    
    8,599
    
    
    
    9,036Changes in operating assets and liabilities:(Increase) decrease in:Receivables
    
    
    (4,824
    )
    
    
    (6,217
    )
    
    
    (7,748
    )Prepaid expenses
    
    
    (2,509
    )
    
    
    (2,923
    )
    
    
    (2,533
    )Other assets
    
    
    (887
    )
    
    
    (4,246
    )
    
    
    5,093Increase (decrease) in:Trade accounts payable
    
    
    1,600
    
    
    
    (1,238
    )
    
    
    3Accrued expenses
    
    
    3,024
    
    
    
    6,450
    
    
    
    3,551Other liabilities
    
    
    (234
    )
    
    
    254
    
    
    
    1,546Cash flows provided by operating activities
    
    
    323,164
    
    
    
    260,075
    
    
    
    240,443Cash flows from investing activities:Capital expenditures
    
    
    (82,031
    )
    
    
    (78,275
    )
    
    
    (78,390
    )Purchase of new markets
    
    
    (189,540
    )
    
    
    (137,595
    )
    
    
    (79,135
    )Increase in notes receivable
    
    
    
    
    
    
    
    
    
    
    (1,650
    )Proceeds from sale of property and equipment
    
    
    7,824
    
    
    
    5,829
    
    
    
    3,412Cash flows used in investing activities
    
    
    (263,747
    )
    
    
    (210,041
    )
    
    
    (155,763
    )Cash flows from financing activities:Net proceeds from issuance of common stock
    
    
    23,806
    
    
    
    8,798
    
    
    
    13,976Cash from deposits for debt extinguishment
    
    
    
    
    
    
    266,657
    
    
    
    (266,657
    )Principle payments on long-term debt
    
    
    (4,928
    )
    
    
    (771,388
    )
    
    
    (144,126
    )Debt issuance costs
    
    
    (1,526
    )
    
    
    (9,899
    )
    
    
    (1,183
    )Net proceeds from note offerings and new notes payable
    
    
    
    
    
    
    408,350
    
    
    
    256,400Net (payments) borrowings under credit agreements
    
    
    (40,000
    )
    
    
    40,000
    
    
    
    60,000Dividends
    
    
    (365
    )
    
    
    (365
    )
    
    
    (365
    )Cash flows used in financing activities
    
    
    (23,013
    )
    
    
    (57,847
    )
    
    
    (81,955
    )Net increase (decrease) in cash and cash equivalents
    
    
    36,404
    
    
    
    (7,813
    )
    
    
    2,725Cash and cash equivalents at beginning of period
    
    
    7,797
    
    
    
    15,610
    
    
    
    12,885Cash and cash equivalents at end of period
    
    $
    44,201
    
    
    $
    7,797
    
    
    $
    15,610Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    69,922
    
    
    $
    81,342
    
    
    $
    104,722Cash paid for state and federal income taxes
    
    $
    1,946
    
    
    $
    825
    
    
    $
    745Common stock issuance related to acquisitions
    
    $
    4,270
    
    
    $
    50,630
    
    
    $
    56,100
 See accompanying notes to consolidated financial statements. 34




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) (1) Significant Accounting Policies  (a)
    Nature of BusinessLamar Advertising Company (the Company)
is engaged in the outdoor advertising
business operating over 150,000 outdoor
advertising displays in 43 states. The
Companys operating strategy is to be
the leading provider of outdoor
advertising services in the markets it
serves.In addition, the Company operates a
logo sign business in 20 states
throughout the United States and in one
province of Canada and a transit
advertising business in 34 markets.
Logo signs are erected pursuant to
state-awarded service contracts on
public rights-of-way near highway exits
and deliver brand name information on
available gas, food, lodging and
camping services. Included in the
Companys logo sign business are
tourism signing contracts. The Company
provides transit advertising on bus
shelters, benches and buses in the
markets it serves.(b)
    Principles of Consolidation
The accompanying consolidated financial
statements include Lamar Advertising
Company, its wholly owned subsidiary,
Lamar Media Corp. (Lamar Media), and
its majority-owned subsidiaries. All
intercompany transactions and balances
have been eliminated in consolidation.(c)
    Property, Plant and EquipmentProperty, plant and equipment are
stated at cost. Depreciation is
calculated using accelerated and
straight-line methods over the
estimated useful lives of the assets.(d)
    Goodwill and Intangible AssetsOn January 1, 2002, the Company adopted
Statement of Financial Accounting
Standards No. 142, Goodwill and Other
IntangibleAssets (SFAS No. 142).
Under SFAS No. 142, goodwill is subject
to an annual impairment test. The
Company designated December 31 as the
date of its annual goodwill impairment
test. If an event occurs or
circumstances change that would more
likely than not reduce the fair value
of a reporting unit below its carrying
value, an interim impairment test would
be performed between annual tests. In
accordance with the standard, the
Company is required to identify its
reporting units and determine the
carrying value of each reporting unit
by assigning the assets and
liabilities, including the existing
goodwill and intangible assets, to
those reporting units. The Company is
required to determine the fair value of
each reporting unit and compare it to
the carrying amount of the reporting
unit. To the extent the carrying amount
of a reporting unit exceeds the fair
value of the reporting unit, the
Company would be required to perform
the second step of the impairment test,
as this is an indication that the
reporting unit goodwill may be
impaired. The fair value of each
reporting unit exceeded its carrying
amount at at its annual impairment test dates
on December 31, 2004 and December 31,
2003 therefore the Company was not
required to recognize an impairment
loss.Intangible assets, consisting primarily
of site locations, customer lists and
contracts, and non-competition
agreements are amortized using the
straight-line method over the assets
estimated useful lives, generally from
5 to 15 years.(e)
    Impairment of Long-Lived AssetsIn accordance with SFAS No. 144, long-lived assets, such as
property, plant and equipment, and purchased intangibles
subject to amortization, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the
carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset before
interest expense. If the carrying amount of an asset exceeds
its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the
asset exceeds the fair value of the asset. Assets to be
disposed of would be separately presented in the balance
sheet and reported at the lower of the carrying amount or
fair value less costs to sell, and are no longer depreciated.
The assets and liabilities of a disposed group classified as
held for sale would be presented separately in the
appropriate asset and liability sections of the balance
sheet. 35




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)  (f)
    Deferred Income
Deferred income consists principally of advertising revenue received
in advance and gains resulting from the sale of certain assets to
related parties. Deferred advertising revenue is recognized in income
as services are provided over the term of the contract. Deferred gains
are recognized in income in the consolidated financial statements at
the time the assets are sold to an unrelated party or otherwise
disposed of.(g)
    Revenue Recognition
The Company recognizes outdoor advertising revenue, net of agency
commissions, if any, on an accrual basis ratably over the term of the
contracts, as services are provided. Production revenue and the
related expense for the advertising copy are recognized upon
completion of the sale.
The Company engages in barter transactions where the Company trades
advertising space for goods and services. The Company recognizes
revenues and expenses from barter transactions at fair value which is
determined based on the Companys own historical practice of receiving
cash for similar advertising space from buyers unrelated to the party
in the barter transaction. The amount of revenue and expense
recognized for advertising barter transactions is as follows: 2004
    
    
    2003
    
    
    2002Net revenues
    
    $
    5,490
    
    
    
    6,360
    
    
    
    3,677Direct advertising expenses
    
    
    3,124
    
    
    
    2,780
    
    
    
    691General and administrative expenses
    
    
    2,002
    
    
    
    3,197
    
    
    
    2,557
  (h)
    Income Taxes
The Company uses the asset and liability method of accounting for
income taxes. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment
date.(i)
    Earnings Per Share
Earnings per share are computed in accordance with SFAS No. 128, Earnings Per Share. The
calculation of basic earnings per share excludes any dilutive effect of stock options and
convertible debt, while diluted earnings per share includes the dilutive effect of stock options and
convertible debt. The number of potentially dilutive shares excluded from the calculation because of
their anti-dilutive effect are 5,581,755, 6,726,508 and 6,762,452 for the years ended December 31,
2004, 2003 and 2002, respectively.(j)
    Stock Option Plan
The Company accounts for its stock option plan under the intrinsic value method in accordance with
the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. As such, compensation expense is recorded on the date of
grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No.
123, Accounting for Stock-Based Compensation and FASB Statement No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure, an amendment of FASB Statement No. 123,
established accounting and disclosure requirements using a fair-value-based method of accounting for
stock-based employee compensation plans. As permitted by existing accounting standards, the Company
has elected to continue to apply the intrinsic-value-based methods of accounting described above,
and has adopted only the disclosure requirements of Statement 123, as amended. The following table
illustrates the effect on net income if the fair-value-based method had been applied to all
outstanding and unvested awards in each period. 2004
    
    
    2003
    
    
    2002Net income (loss) applicable to common stock, as reported
    
    $
    12,790
    
    
    
    (80,360
    )
    
    
    (36,693
    )Deduct: Total stock-based employee compensation expense determined
under fair value based method for all awards, net of related tax
effects
    
    
    (8,834
    )
    
    
    (3,472
    )
    
    
    (6,614
    )Pro forma net income (loss) applicable to common stock
    
    $
    3,956
    
    
    
    (83,832
    )
    
    
    (43,307
    )
 2004
    
    
    2003
    
    
    2002Net income (loss) per common share  as reported
(basic and diluted)
    
    $
    0.12
    
    
    
    (0.78
    )
    
    
    (0.36
    )Net income (loss) per common share  pro forma
(basic and diluted)
    
    $
    0.04
    
    
    
    (0.82
    )
    
    
    (0.43
    )
 36




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)  (k)
    Cash and Cash Equivalents
 The Company considers all highly-liquid investments with original
maturities of three months or less to be cash equivalents.(l)
    Reclassification of Prior Year Amounts
Certain amounts in the prior years consolidated financial statements
have been reclassified to conform to the current year presentation.
These reclassifications had no effect on previously reported net loss.(m)
    Asset Retirement Obligations
In 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 143, Accounting for
Asset Retirement Obligations (Statement 143). Statement 143 requires
companies to record the present value of obligations associated with
the retirement of tangible long-lived assets in the period in which it
is incurred. The liability is capitalized as part of the related
long-lived assets carrying amount. Over time, accretion of the
liability is recognized as an operating expense and the capitalized
cost is depreciated over the expected useful life of the related
asset. The Companys asset retirement obligations relate primarily to
the dismantlement, removal, site reclamation and similar activities of
its properties. The Company adopted Statement 143 effective January 1,
2003, using the cumulative effect approach to recognize transition
amounts for asset retirement obligations, asset retirement costs and
accumulated depreciation. Prior to adoption of this statement, the
Company expensed these costs at the date of retirement.(n)
    Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.(2)
    Acquisitions  Year Ended December 31, 2004 During the twelve months ended December 31, 2004, the Company completed over 80 acquisitions of
outdoor advertising assets for a total purchase price of
approximately $200,490, which consisted of
the issuance of 68,986 shares of Lamar Advertising Class A common stock valued at $2,476, warrants
valued at $1,794 and $196,220 in cash. Each of these acquisitions was accounted for under the purchase method of accounting, and,
accordingly, the accompanying consolidated financial statements include the results of operations
of each acquired entity from the date of acquisition. The acquisition costs have been allocated to
assets acquired and liabilities assumed based on fair market value at the dates of acquisition. The
following is a summary of the preliminary allocation of the acquisition costs in the above
transactions. TotalCurrent assets
    
    $
    2,846Property, plant and equipment
    
    
    64,917Goodwill
    
    
    24,831Site locations
    
    
    87,281Non-competition agreements
    
    
    515Customer lists and contracts
    
    
    21,577Current liabilities
    
    
    1,477$
    200,490
 37




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) Total acquired intangible assets for the year ended December 31, 2004 was $134,204, of which
$24,831 was assigned to goodwill which is not subject to amortization. The remaining $109,373 of
acquired intangible assets have a weighted average useful life of approximately 14 years. The
intangible assets include customer lists and contracts of $21,577 (7 year weighted average useful
life), site locations of $87,281 (15 year weighted average useful life), and non-competition
agreements of $515 (9.5 year weighted average useful life). All of the $24,831 of goodwill is
expected to be fully deductible for tax purposes. The aggregate amortization expense related to the
2004 acquisitions for the year ended December 31, 2004 was approximately $3,826. The following unaudited pro forma financial information for the Company gives effect to the 2004
and 2003 acquisitions as if they
had occurred on January 1, 2003. These pro forma results do not purport to be indicative of the
results of operations which actually would have resulted had the acquisitions occurred on such date
or to project the Companys results of operations for any future period. 2004
    
    
    2003Net revenues
    
    $
    899,632
    
    
    
    841,723Net income (loss) applicable to common stock
    
    
    12,619
    
    
    
    (82,502
    )Net income (loss) per common share (basic and diluted)
    
    $
    0.12
    
    
    
    (0.80
    )
 Year Ended December 31, 2003 During the year ended December 31, 2003, the Company completed over 84 acquisitions of outdoor
advertising assets for a total purchase price of approximately $189,563, which consisted of the
issuance of 1,550,095 shares of Lamar Advertising Class A common stock valued at the time of
issuance at $50,630 and $138,933 cash. Each of these acquisitions was accounted for under the purchase method of accounting, and,
accordingly, the accompanying consolidated financial statements include the results of operations
of each acquired entity from the date of acquisition. The acquisition costs have been allocated to
assets acquired and liabilities assumed based on fair market value at the dates of acquisition. The
following is a summary of the preliminary allocation of the acquisition costs in the above
transactions. TotalCurrent assets
    
    $
    2,437Property, plant and equipment
    
    
    28,089Goodwill
    
    
    61,847Site locations
    
    
    83,849Non-competition agreements
    
    
    641Customer lists and contracts
    
    
    17,138Other assets
    
    
    6,666Current liabilities
    
    
    956Long-term liabilities
    
    
    10,148$
    189,563
 Year Ended December 31, 2002 During the year ended December 31, 2002, the Company completed approximately 75 acquisitions of
outdoor advertising assets for a cash purchase price of approximately $79,198 and the issuance of
1,405,464 shares of Lamar Advertising Class A common stock valued at the time of issuance at
$56,100. 38




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) Each of these acquisitions was accounted for under the purchase method of accounting, and,
accordingly, the accompanying financial statements include the results of operations of each
acquired entity from the date of acquisition. The acquisition costs have been allocated to assets
acquired and liabilities assumed based on fair market value at the dates of acquisition. The
following is a summary
of the preliminary allocation of the acquisition costs in the above transactions. TotalCurrent Assets
    
    $
    2,721Property, Plant & Equipment
    
    
    33,207Goodwill
    
    
    43,668Site Locations
    
    
    55,594Non-competition agreements
    
    
    604Customer lists and contracts
    
    
    12,633Other Assets
    
    
    29Current Liabilities
    
    
    2,282Long-term Liabilities
    
    
    10,876$
    135,298
 (3) Noncash Financing and Investing Activities A summary of significant noncash financing and investing activities for the years ended December
31, 2004, 2003 and 2002 follows: 2004
    
    
    2003
    
    
    2002Issuance of Class A common stock in acquisitions
    
    $
    4,270
    
    
    
    50,630
    
    
    
    56,100
 (4) Property, Plant and Equipment Major categories of property, plant and equipment at December 31, 2004 and 2003 are as follows: Estimated Life(Years)
    
    
    2004
    
    
    2003Land
    
    
    
    
    
    $
    90,951
    
    
    
    75,556Building and improvements
    
    
    10  39
    
    
    
    69,993
    
    
    
    64,650Advertising structures
    
    
    15
    
    
    
    1,834,302
    
    
    
    1,770,942Automotive and other equipment
    
    
    3  7
    
    
    
    82,133
    
    
    
    76,948$
    2,077,379
    
    
    
    1,988,096
 (5) Goodwill and Other Intangible Assets The following is a summary of intangible assets at December 31, 2004 and December 31, 2003. Estimated
    
    
    2004
    
    
    2003Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizable Intangible Assets:Customer lists and contracts
    
    
    7  10
    
    
    $
    410,368
    
    
    $
    298,108
    
    
    $
    388,791
    
    
    $
    248,617Non-competition agreements
    
    
    3  15
    
    
    
    58,179
    
    
    
    51,284
    
    
    
    57,664
    
    
    
    46,197Site locations
    
    
    15
    
    
    
    1,108,318
    
    
    
    313,776
    
    
    
    1,021,037
    
    
    
    243,170Other
    
    
    5  15
    
    
    
    13,817
    
    
    
    7,141
    
    
    
    17,578
    
    
    
    8,4431,590,682
    
    
    
    670,309
    
    
    
    1,485,070
    
    
    
    546,427Unamortizable Intangible
Assets:Goodwill
    
    
    
    
    
    $
    1,518,741
    
    
    $
    253,635
    
    
    $
    1,493,910
    
    
    $
    253,635
 39




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) The changes in the carrying amount of goodwill for the year ended December 31, 2004 are as follows: Balance as of December 31, 2003
    
    $
    1,493,910Goodwill acquired during the year
    
    
    24,831Impairment losses
    
    
    Balance as of December 31, 2004
    
    $
    1,518,741
 The following is a summary of the estimated amortization expense for the next five years: Year ended December 31, 2005
    
    $
    126,985Year ended December 31, 2006
    
    $
    114,138Year ended December 31, 2007
    
    $
    93,558Year ended December 31, 2008
    
    $
    87,146Year ended December 31, 2009
    
    $
    84,091
 In accordance with SFAS No. 142, the Company was required to evaluate its existing intangible
assets and goodwill that were acquired in purchase business combinations, and to make any necessary
reclassifications in order to conform with the new classification criteria in SFAS No. 141 for
recognition separate from goodwill. The Company was required to reassess the useful lives and
residual values of all intangible assets acquired, and make any necessary amortization period
adjustments. If an intangible asset is identified as having an indefinite useful life, the Company
was required to test the intangible asset for impairment in accordance with the provisions of SFAS
No. 142. Impairment of an intangible asset is measured as the excess of carrying value over the
fair value. Based upon the Companys review, no impairment charge was required upon the adoption of
SFAS No. 142 or at its annual tests for impairment on December 31, 2004 and December 31, 2003. (6) Leases The Company is party to various operating leases for production facilities, vehicles and sites upon
which advertising structures are built. The leases expire at various dates, generally during the
next five years, and have varying options to renew and to cancel. The following is a summary of
minimum annual rental payments required under those operating leases that have original or
remaining lease terms in excess of one year as of December 31, 2004: 2005
    
    $
    125,0522006
    
    
    107,5212007
    
    
    95,5182008
    
    
    82,9732009
    
    
    71,028Thereafter
    
    
    462,833
 Rental expense related to the Companys operating leases was $ 160,808, $150,983 and $139,493 for
the years ended December 31, 2004, 2003 and 2002, respectively. (7) Accrued Expenses The following is a summary of accrued expenses at December 31, 2004 and 2003: 2004
    
    
    2003Payroll
    
    $
    12,894
    
    
    
    7,698Interest
    
    
    18,601
    
    
    
    19,428Insurance benefits
    
    
    9,260
    
    
    
    8,150Other
    
    
    9,758
    
    
    
    10,710$
    50,513
    
    
    
    45,986
 40




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) (8) Long-term Debt Long-term debt consists of the following at December 31, 2004 and 2003: 2004
    
    
    2003Bank Credit Agreement
    
    $
    975,000
    
    
    $
    1,015,0002 7/8% Convertible notes
    
    
    287,500
    
    
    
    287,5008% Unsecured subordinated notes
    
    
    3,333
    
    
    
    5,3337 1/4% Senior subordinated notes
    
    
    389,020
    
    
    
    389,387Other notes with various rates and terms
    
    
    5,081
    
    
    
    7,6431,659,934
    
    
    
    1,704,863Less current maturities
    
    
    (72,510
    )
    
    
    (5,044
    )Long-term debt, excluding current maturities
    
    $
    1,587,424
    
    
    $
    1,699,819
 Long-term debt matures as follows: 2005
    
    $
    72,5102006
    
    
    95,0642007
    
    
    112,5542008
    
    
    112,6112009
    
    
    69,974Later years
    
    
    1,197,221
 On December 23, 2002, Lamar Media Corp. completed an offering of $260,000 7 1/4% Senior
Subordinated Notes due 2013. These notes are unsecured senior subordinated obligations and will be
subordinated to all of Lamar Medias existing and future senior debt, rank equally with all of
Lamar Medias existing and future senior subordinated debt and rank senior to any future
subordinated debt of Lamar Media. The net proceeds from the issuance and sale of these notes,
together with additional cash, was used to redeem all of the outstanding $255,000 principal amount
of Lamar Medias 9 5/8% Senior Subordinated Notes due 2006 on January 22, 2003 at a redemption
price equal to 103.208% of the aggregate principal amount thereof plus accrued interest to the
redemption date of approximately $3,500 for a total redemption price of approximately $266,657. The
Company recorded a loss on the extinguishment of debt of $11,173 in the first quarter of 2003. On June 12, 2003, Lamar Media Corp. issued $125,000 7 1/4% Senior Subordinated Notes due 2013 as an
add on to the $260,000 issued in December 2002. The issue price of the $125,000 7 1/4% Notes was
103.661% of the principal amount of the notes, which yields an effective rate of 6 5/8% . The
proceeds of the issuance were used to redeem approximately $100,000 of Lamar Medias 8 5/8% senior
subordinated notes, for a redemption price equal to 104.313% of the principal amount of the notes.
The Company recorded a loss on extinguishment of debt of $5,754 in the second quarter of 2003
related to this prepayment. The remaining $100,000 in aggregate principal amount of Lamar Medias 8
5/8% notes outstanding following this redemption were redeemed for a redemption price equal to
102.875% of the principle amount of the notes in December 2003. As a result of this redemption, the
Company recorded a loss on extinguishment of debt of $4,151 related to the prepayment of the notes
and associated debt issuance costs. On June 16, 2003, the Company issued $287,500 2 7/8% Convertible Notes due 2010. The notes are
convertible at the option of the holder into shares of Lamar Advertising Company Class A common
stock at any time before the close of business on the maturity date, unless previously repurchased,
at a conversion rate of 19.4148 shares per $1,000 principal amount of notes, subject to adjustments
in some circumstances. The net proceeds from 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 $287,500 for a redemption price equal to 103.0% of the
principal amount of notes. The Company recorded a loss on extinguishment of debt in the third
quarter of 2003 of $12,566 related to this redemption. The Companys obligations with respect to its publicly issued notes are not guaranteed by the
Companys direct or indirect wholly owned subsidiaries. Certain obligations of the Companys
wholly-owned subsidiary, Lamar Media Corp. are guaranteed by its subsidiaries. 41




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) On March 7, 2003, the Companys wholly owned subsidiary Lamar Media, replaced its existing bank
credit facility. The current bank credit facility, for which JPMorgan Chase Bank acts as
administrative agent, is comprised of a $225,000 revolving bank credit facility and $975,000 term
facility with two tranches, a $300,000 Tranche A term facility and a $675,000 Tranche B term
facility. This bank credit facility also includes a $500,000 incremental facility, which permits
Lamar Media to request that its lenders enter into commitments to make additional term loans to it,
up to a maximum aggregate amount of $500,000. The lenders have no obligation to make additional
term loans to Lamar Media under the incremental facility, but may enter into such commitments in
their sole discretion. The credit agreement modified the repayment terms to extend the maturities
of the debt. Availability under the revolving credit facility terminates on June 30, 2009 and is not subject to
commitment reduction prior to that date. As of December 31, 2004, the Company had $0 outstanding
under the revolving line of credit. The March 7, 2003 Term Facility amortized in the following quarterly amounts: Tranche A
    
    
    Tranche BMarch 31, 2005 - December 31, 2005
    
    $
    11,250
    
    
    $
    1,687.5March 31, 2006 - December 31, 2006
    
    
    15,000
    
    
    
    1,687.5March 31, 2007 - December 31, 2008
    
    
    18,750
    
    
    
    1,687.5March 31, 2009 - June 30, 2009
    
    
    22,500
    
    
    
    1,687.5September 30, 2009 - December 31, 2009
    
    
    
    
    
    
    1,687.5March 31, 2010 - June 30, 2010
    
    
    
    
    
    
    320,625
 On February 6, 2004, Lamar Media amended its credit agreement dated March 7, 2003 whereby it
changed its $975,000 term facility to include a $425,000 Tranche A facility and a $550,000 Tranche
C facility. The proceeds were used to pay off the Tranche B lenders and the total debt outstanding
remained unchanged. The quarterly amortization of this amended facility is as follows: Tranche A
    
    
    Tranche B
    
    
    Tranche CMarch 31, 2005 - December 31, 2005
    
    $
    15,937.5
    
    
    $
    
    
    
    $
    1,375March 31, 2006 - December 31, 2006
    
    
    21,250.0
    
    
    
    
    
    
    
    1,375March 31, 2007 - December 31, 2008
    
    
    26,562.5
    
    
    
    
    
    
    
    1,375March 31, 2009 - June 30, 2009
    
    
    31,875.0
    
    
    
    
    
    
    
    1,375September 30, 2009 - December 31, 2009
    
    
    
    
    
    
    
    
    
    
    1,375March 31, 2010 - June 30, 2010
    
    
    
    
    
    
    
    
    
    
    261,250
 On August 12, 2004, Lamar Media amended its credit agreement dated March 7, 2003 whereby it changed
its $975,000 term facility to include a $425,000 Tranche A facility and a $550,000 Tranche D
facility. The proceeds were used to pay off the Tranche C lenders and the total debt outstanding
remained unchanged. The quarterly amortization of this amended facility is as follows: Tranche A
    
    
    Tranche C
    
    
    Tranche DMarch 31, 2005 - December 31, 2005
    
    $
    15,937.5
    
    
    $
    
    
    
    $
    1,375March 31, 2006 - December 31, 2006
    
    
    21,250.0
    
    
    
    
    
    
    
    1,375March 31, 2007 - December 31, 2008
    
    
    26,562.5
    
    
    
    
    
    
    
    1,375March 31, 2009 - June 30, 2009
    
    
    31,875.0
    
    
    
    
    
    
    
    1,375September 30, 2009 - December 31, 2009
    
    
    
    
    
    
    
    
    
    
    1,375March 31, 2010 - June 30, 2010
    
    
    
    
    
    
    
    
    
    
    261,250
 42




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) Revolving credit loans may be requested under the revolving credit facility at any time prior to
maturity. The loans bear interest, at the Companys option, at the LIBOR Rate or JPMorgan Chase
Prime Rate plus applicable margins, such margins being set from time to time based on the Companys
ratio of debt to trailing twelve month EBITDA, as defined in the agreement. The terms of the
indenture relating to Lamar Advertisings outstanding notes, Lamar Medias bank credit facility and
the indenture relating to Lamar Medias outstanding notes restrict, among other things, the ability
of Lamar Advertising and Lamar Media to:  
    dispose of assets;  
    incur or repay debt;  
    create liens;  
    make investments; and  
    pay dividends. Lamar Medias ability to make distributions to Lamar Advertising is also restricted under the terms
of these agreements. Under Lamar Medias credit facility the Company must maintain specified
financial ratios and levels including:  
    interest coverage;  
    fixed charges ratios;  
    senior debt ratios; and  
    total debt ratios. Lamar Advertising and Lamar Media were in compliance with all of the terms of all of the indentures
and the bank credit agreement during the periods presented. (9) Asset Retirement Obligation Effective January 1, 2003, the Company adopted Statement 143, and recorded a restated loss of
$40,240 as the cumulative effect of a change in accounting principle, which is net of an income tax
benefit of $25,727. Prior to its adoption of Statement 143, the Company expensed these costs at the
date of retirement. Also, as of January 1, 2003, the Company recorded an asset retirement
obligation of $114,035, additions to property, plant and equipment totaling $76,930 and accumulated
depreciation totaling $28,862 under the provisions of Statement 143. The Companys asset retirement obligation includes the costs associated with the removal of its
structures, resurfacing of the land and retirement cost, if applicable, related to the Companys
outdoor advertising portfolio. The following table reflects information related to our asset
retirement obligations: Balance at
December 31, 2002
    
    $
    Net impact
at initial adoption
    
    
    114,035Balance at
January 1, 2003
    
    $
    114,035Additions to
asset retirement obligations
    
    
    4,254Accretion
expense
    
    
    7,562Liabilities
settled
    
    
    (2,634
    )
 Balance at December 31, 2003
    
    $
    123,217Additions to asset retirement obligations
    
    
    3,687Accretion expense
    
    
    10,204Liabilities settled
    
    
    ( 4,408
    )Balance at December 31, 2004
    
    $
    132,700
 The pro forma asset retirement obligation at December 31, 2002 would have been $114,035. The
following pro forma data summarizes the Companys net loss and net loss per common share as if the
Company had adopted the provisions of Statement 143 on December 31, 2001, including an associated
pro forma asset retirement obligation on that date of $106,512. Year EndedDecember 31, 2002Net loss applicable to common stock, as reported
    
    $
    (36,693
    )Pro forma adjustments to reflect retroactive adoption
of Statement 143
    
    
    (6,722
    )Pro forma net loss applicable to common stock
    
    $
    (43,415
    )Net loss per common share  basic and diluted:Net loss, as reported
    
    $
    (0.36
    )Net loss, pro forma
    
    $
    (0.42
    )
 43




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) (10) Depreciation and Amortization The Company includes all
categories of depreciation and amortization on a separate line in its
Statement of Operations. The amount of depreciation and amortization expense excluded from the
following operating expenses in its Statement of Operations are: Year ended December 31,2004
    
    
    2003
    
    
    2002Direct expenses
    
    $
    279,735
    
    
    
    267,078
    
    
    
    253,619General and administrative expenses
    
    
    8,403
    
    
    
    11,214
    
    
    
    12,008Corporate expenses
    
    
    5,918
    
    
    
    6,655
    
    
    
    6,205$
    294,056
    
    
    
    284,947
    
    
    
    271,832
 (11) Income Taxes Income tax expense (benefit) for the years ended December 31, 2004, 2003 and 2002, consists of: Current
    
    
    Deferred
    
    
    TotalYear ended December 31, 2004:U.S. federal
    
    
    
    
    
    $
    
    
    
    
    5,621
    
    
    
    5,621State and local
    
    
    
    
    
    
    3,557
    
    
    
    1,339
    
    
    
    4,896Foreign
    
    
    
    
    
    
    
    
    
    
    788
    
    
    
    788$
    3,557
    
    
    
    7,748
    
    
    
    11,305Year ended December 31, 2003:U.S. federal
    
    
    
    
    
    $
    
    
    
    
    (19,543
    )
    
    
    (19,543
    )State and local
    
    
    
    
    
    
    (42
    )
    
    
    (4,653
    )
    
    
    (4,695
    )Foreign
    
    
    
    
    
    
    
    
    
    
    665
    
    
    
    665$
    (42
    )
    
    
    (23,531
    )
    
    
    (23,573
    )Year ended December 31, 2002:U.S. federal
    
    
    
    
    
    $
    (5,068
    )
    
    
    (12,951
    )
    
    
    (18,019
    )State and local
    
    
    
    
    
    
    869
    
    
    
    (3,084
    )
    
    
    (2,215
    )Foreign
    
    
    
    
    
    
    89
    
    
    
    451
    
    
    
    540$
    (4,110
    )
    
    
    (15,584
    )
    
    
    (19,694
    )
 Income tax expense (benefit) attributable to continuing operations for the years ended December 31,
2004, 2003 and 2002, differs from the amounts computed by applying the U.S. federal income tax rate
of 34 percent to income (loss) before income taxes as follows: 2004
    
    
    2003
    
    
    2002Computed expected tax expense (benefit)
    
    $
    8,316
    
    
    
    (21,531
    )
    
    
    (19,048
    )Increase (reduction) in income taxes resulting from:Book expenses not deductible for tax purposes
    
    
    825
    
    
    
    1,150
    
    
    
    689Amortization of non-deductible goodwill
    
    
    2
    
    
    
    (14
    )
    
    
    (26
    )State and local income taxes, net of federal
income tax benefit
    
    
    3,231
    
    
    
    (3,099
    )
    
    
    (1,490
    )Other differences, net
    
    
    (1,069
    )
    
    
    (79
    )
    
    
    181$
    11,305
    
    
    
    (23,573
    )
    
    
    (19,694
    )
 44




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) The tax effects of temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities at December 31, 2004 and 2003 are presented below: 2004
    
    
    2003Current deferred tax assets:Receivables, principally due to allowance for doubtful accounts
    
    $
    1,950
    
    
    
    1,916Accrued liabilities not deducted for tax purposes
    
    
    2,396
    
    
    
    1,584Other
    
    
    2,553
    
    
    
    2,551Net current deferred tax asset
    
    
    6,899
    
    
    
    6,051Non-current deferred tax liabilities:Plant and equipment, principally due to differences in depreciation
    
    $
    (5,845
    )
    
    
    (11,738
    )Intangibles, due to differences in amortizable lives
    
    
    (238,116
    )
    
    
    (245,270
    )(243,961
    )
    
    
    (257,008
    )Non-current deferred tax assets:Plant and equipment, due to basis differences on acquisitions and costs
capitalized for tax purposes
    
    
    40,521
    
    
    
    48,479Investment in affiliates and plant and equipment, due to gains recognized
for tax purposes and deferred for financial reporting purposes
    
    
    941
    
    
    
    941Accrued liabilities not deducted for tax purposes
    
    
    2,579
    
    
    
    2,900Net operating loss carryforward
    
    
    88,540
    
    
    
    100,350Asset retirement obligation
    
    
    34,654
    
    
    
    30,113Other, net
    
    
    486
    
    
    
    873Non-current deferred tax assets
    
    
    167,721
    
    
    
    183,656Net non-current deferred tax liability
    
    $
    (76,240
    )
    
    
    (73,352
    )
 As of December 31, 2004, the Company had gross federal net operating losses of $227,253, and state
net operating losses of $240,356, which expire through 2023. In assessing the realizability of
deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the periods in which those
temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. Based upon the level of historical
taxable income and projections for future taxable income over the periods in which the deferred tax
assets are deductible, management believes it is more likely than not the Company will realize the
benefits of these deductible differences. The amount of the deferred tax assets considered
realizable, however, could be reduced in the near term if estimates of future taxable income during
the carryforward period are reduced. (12) Related Party Transactions Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar
Advertising Company or its subsidiaries through common ownership and directorate control. In October 1995 and in March 1996, the Company repurchased 3.6% and 12.9%, respectively, of its
then outstanding Class A common stock (1,220,500 and 3,617,884 shares, respectively) from certain
of its existing stockholders, directors and employees for an aggregate purchase price of
approximately $4,000. The term of the March 1996 repurchase entitled the selling stockholders to
receive additional consideration from the Company in the event that the Company consummated a
public offering of its Class A common stock at a higher price within 24 months of the repurchase.
In satisfaction of that obligation, upon completion of the Companys initial public offering, the
Company paid the selling stockholders an aggregate of $5,000 in cash from the proceeds and issued
them $20,000 aggregate principal amount of ten year subordinated notes. As of December 31, 2004 and
2003, the outstanding balance of the ten year subordinated notes was $3,333 and $5,333,
respectively. The Companys current executive officers do not hold any of the ten year subordinated
notes described above. Interest expense during the years ended December 31, 2004, 2003 and 2002,
related to the ten year subordinated notes was $354, $513, and $673, respectively. 45




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) Prior to 1996, the Company entered into various related party transactions for the purchase and
sale of advertising structures whereby any resulting gains were deferred at that date. As of
December 31, 2004 and 2003, the deferred gains related to these transactions were $1,001 and are
included in deferred income on the balance sheets. No gains related to these transactions have been
realized in the Statement of Operations for the years ended December 31, 2004, 2003 and 2002. In addition, the Company had receivables from employees of $413 and $342 at December 31, 2004 and
2003, respectively. These receivables are primarily relocation loans for employees. The Company
does not have any receivables from its current executive officers. Interstate Highway Signs Corp., (IHS) is a wholly owned subsidiary of Sign Acquisition Corp. Prior
to December 16, 2003, Kevin P. Reilly, Jr. had voting control over a majority of the outstanding
shares of Sign Acquisition Corp. through a voting trust. Mr. Reillys interest was sold on December
16, 2003. The Company purchased approximately $1,229 and $1,236 of highway signs and transit bus
shelters from IHS which represented approximately 13% and 12% of total capitalized expenditures for
its logo sign and transit advertising businesses during the years ended December 31, 2003 and 2002,
respectively. The Company does not use IHS exclusively for its highway sign and transit bus shelter
purchases. Effective July 1, 1996, the Lamar Texas Limited Partnership, one of the Companys subsidiaries, and
Reilly Consulting Company, L.L.C., which Kevin P. Reilly, Sr. controls, entered into a consulting
agreement which was amended January 1, 2004. This consulting agreement as amended, has a term
through December 31, 2008 with automatic renewals for successive one year periods after that date
unless either party provides written termination to the other. The amended agreement provides for
an annual consulting fee of $190 for the five year period commencing on January 1, 2004 and an
annual consulting fee of $150 for any subsequent one year renewal term. The agreement also contains
a non-disclosure provision and a non-competition restriction which extends for two years beyond the
termination agreement. The Company also has a lease arrangement with Deanna Enterprises, LLC (formerly Reilly Enterprises,
LLC), which Kevin P. Reilly Sr. controls, for the use of an airplane. The Company paid a monthly
fee plus expenses which entitled the Company to 6.67 hours of flight time, with any unused portion
carried over into the next month. This agreement was amended in October 2004, whereby the Company
would pay $100 per year for 125 guaranteed flight hours. Total fees paid under these arrangements
for fiscal 2004, 2003 and 2002 were approximately $70, $55 and $75, respectively. As of December 31, 2003, the Company had a receivable of $959 for premiums paid on split-dollar
life insurance arrangements for Kevin P. Reilly, Sr. that were entered into in 1990 and 1995 as a
component of his compensation as our Chief Executive Officer and his continuing retirement benefits
thereafter. In accordance with the terms of the arrangements, we will recover all of the cumulative
premiums paid by us upon the termination, surrender or cancellation of the policies or upon the
death of the insured. In February 2004, the obligation to the Company was repaid and the split
dollar agreements were terminated. (13) Stockholders Equity On July 16, 1999, the Board of Directors designated 5,720 shares of the 1,000,000 shares of
previously undesignated preferred stock, par value $.001, as Series AA preferred stock. The Class A
preferred stock, par value $638, was exchanged for the new Series AA preferred stock and no shares
of Class A preferred stock are currently outstanding. The new Series AA preferred stock and the
Class A preferred stock rank senior to the Class A common stock and Class B common stock with
respect to dividends and upon liquidation. Holders of Series AA preferred stock and Class A
preferred stock are entitled to receive, on a pari passu basis, dividends at the rate of $15.95 per
share per quarter when, as and if declared by the Board of Directors. The Series AA preferred stock
and the Class A preferred stock are also entitled to receive, on a pari pasu basis, $638 plus a
further amount equal to any dividend accrued and unpaid to the date of distribution before any
payments are made or assets distributed to the Class A common stock or Class B stock upon voluntary
or involuntary liquidation, dissolution or winding up of the Company. The liquidation value of the
outstanding Series AA preferred stock at December 31, 2004 was $3,649. The Series AA preferred
stock and the Class A preferred stock are identical, except that the Series AA preferred stock is
entitled to one vote per share and the Class A preferred stock is not entitled to vote. 46




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) All of the outstanding shares of common stock are fully paid and nonassessable. In the event of the
liquidation or dissolution of the Company, following any required distribution to the holders of
outstanding shares of preferred stock, the holders of common stock are entitled to share pro rata
in any balance of the corporate assets available for distribution to them. The Company may pay
dividends if, when and as declared by the Board of Directors from funds legally available
therefore, subject to the restrictions set forth in the Companys existing indentures and the bank
credit facility. Subject to the preferential rights of the holders of any class of preferred stock,
holders of shares of common stock are entitled to receive such dividends as may be declared by the
Companys Board of Directors out of funds legally available for such purpose. No dividend may be
declared or paid in cash or property on any share of either class of common stock unless
simultaneously the same dividend is declared or paid on each share of the other class of common
stock, provided that, in the event of stock dividends, holders of a specific class of common stock
shall be entitled to receive only additional shares of such class. The rights of the Class A and Class B common stock are equal in all respects, except holders of
Class B common stock have ten votes per share on all matters in which the holders of common stock
are entitled to vote and holders of Class A common stock have one vote per share on such matters.
The Class B common stock will convert automatically into Class A common stock upon the sale or
transfer to persons other than permitted transferees (as defined in the Companys certificate of
incorporation, as amended). (14) Benefit Plans Equity Incentive Plan In 1996, the Company adopted the 1996 Equity Incentive Plan (the 1996 Plan). The purpose of the
1996 Plan is to attract and retain key employees and consultants of the Company. The 1996 Plan
authorizes the grant of stock options, stock appreciation rights and restricted stock to employees
and consultants of the Company capable of contributing to the Companys performance. Options
granted under the 1996 Plan generally become exercisable over a five-year period and expire 10
years from the date of grant unless otherwise authorized by the Board. In August 2000, the Board of Directors voted to amend the 1996 Plan to (i) authorize grants to
members of the Companys board of directors (ii) provide the Committee with more flexibility in
determining the exercise price of awards made under the 1996 Plan (iii) allow for grants of
unrestricted stock and (iv) set forth performance criteria that the Committee may establish for the
granting of stock awards. These amendments were approved by the Companys stockholders in May 2001. In February 2004, the Board of Directors voted, subject to stockholder approval, to amend the 1996
plan to increase the aggregate number of shares of the Companys Class A Common Stock available for
issuance under the 1996 Plan by 2,000,000 shares so that the aggregate number of shares of Common
Stock available for issuance under the Plan is increased from 8,000,000 shares to 10,000,000
shares. The fair value of each option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used: Grant Year
    
    Dividend Yield
    
    Expected Volatility
    
    Risk Free Interest Rate
    
    Expected Lives2004
    
    
    0
    %
    
    
    46
    %
    
    
    4
    %
    
    
    62003
    
    
    0
    %
    
    
    46
    %
    
    
    4
    %
    
    
    62002
    
    
    0
    %
    
    
    51
    %
    
    
    5
    %
    
    
    9
 47




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) Information regarding the 1996 Plan for the years ended December 31, 2004, 2003 and 2002, is as
follows: 2004
    
    
    2003
    
    
    2002Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding, beginning of year
    
    
    3,822,710
    
    
    $
    30.27
    
    
    
    4,067,365
    
    
    $
    29.83
    
    
    
    4,517,653
    
    
    $
    29.11Granted
    
    
    1,416,000
    
    
    
    37.77
    
    
    
    117,500
    
    
    
    31.55
    
    
    
    142,000
    
    
    
    35.01Exercised
    
    
    (865,443
    )
    
    
    25.03
    
    
    
    (298,105
    )
    
    
    23.03
    
    
    
    (515,088
    )
    
    
    23.74Canceled
    
    
    (26,000
    )
    
    
    37.42
    
    
    
    (64,050
    )
    
    
    38.06
    
    
    
    (77,200
    )
    
    
    36.36Outstanding, end of year
    
    
    4,347,267
    
    
    $
    33.72
    
    
    
    3,822,710
    
    
    $
    30.27
    
    
    
    4,067,365
    
    
    $
    29.83Price for exercised shares
    
    $
    25.03
    
    
    
    
    
    
    $
    23.03
    
    
    
    
    
    
    $
    23.74Shares available for grant, end
of year
    
    
    1,927,759
    
    
    
    
    
    
    
    1,317,759
    
    
    
    
    
    
    
    1,371,209Weighted average fair value of
options granted during the
year
    
    $
    18.48
    
    
    
    
    
    
    $
    15.00
    
    
    
    
    
    
    $
    22.48
 The following table summarizes information about fixed-price stock options outstanding at December
31, 2004: WeightedAverage
    
    Weighted
    
    
    
    
    
    WeightedRange of
    
    Number
    
    Remaining
    
    Average
    
    Number
    
    AverageExercise
    
    Outstanding at
    
    Contractual
    
    Exercise
    
    Exercisable at
    
    ExercisePrices
    
    December 31, 2004
    
    Life
    
    Price
    
    December 31, 2004
    
    Price$10.67  26.42
    
    
    1,076,917
    
    
    
    5.82
    
    
    $
    23.83
    
    
    
    1,076,917
    
    
    $
    23.8326.69  33.38
    
    
    1,138,700
    
    
    
    4.56
    
    
    
    31.57
    
    
    
    984,700
    
    
    
    31.7234.16  37.35
    
    
    1,512,150
    
    
    
    8.48
    
    
    
    37.13
    
    
    
    387,750
    
    
    
    36.8637.56  60.63
    
    
    619,500
    
    
    
    6.00
    
    
    
    46.51
    
    
    
    303,917
    
    
    
    46.67
 No stock appreciation rights or shares of restricted stock have been granted under the 1996 Plan. Employee Stock Purchase Plan On May 25, 2000, the stockholders approved the 2000 Employee Stock Purchase Plan whereby 500,000
shares of the Companys Class A common stock have been reserved for issuance under the Plan. Under
this plan, eligible employees may purchase stock at 85% of the fair market value of a share on the
offering commencement date or the respective purchase date whichever is lower. Purchases are
limited to ten percent of an employees total compensation. The initial offering under the Plan
commenced on April 1, 2000 with a single purchase date on June 30, 2000. Subsequent offerings shall
commence each year on July 1 with a termination date of December 31 and purchase dates on September
30 and December 31; and on January 1 with a termination date on June 30 and purchase dates on March
31 and June 30. In accordance with the Plan, the number of shares available for issuance under
the plan is increased at the beginning of each fiscal year by the lesser of $500,000 shares or one
tenth of 1% of the total of shares outstanding or a lessor amount determined by the board of
directors. Insurance Plans The Company sponsors a partially self-insured group health insurance program. The Company is
obligated to pay all claims under the program, which are in excess of premiums, up to program
limits. The Company is also self-insured with respect to its income disability benefits and against
casualty losses on advertising structures. Amounts for expected losses, including a provision for
losses incurred but not reported, is included in accrued expenses in the accompanying consolidated
financial statements. As of December 31, 2004, the Company maintained $5,296 in letters of credit
with a bank to meet requirements of the Companys workers compensation and general liability
insurance carrier. 48




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) Savings and Profit Sharing Plan The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan covering employees who
have completed one year of service and are at least 21 years of age. The Company matches 50% of
employees contributions up to 5% of related compensation. Employees can contribute up to 15% of
compensation. Full vesting on the Companys matched contributions occurs after five years for
contributions made prior to January 1, 2002 and three years for contributions made after January 1,
2002. Annually, at the Companys discretion, an additional profit sharing contribution may be made
on behalf of each eligible employee. In total, for the years ended December 31, 2004, 2003 and
2002, the Company contributed $ 3,454, $2,804 and $2,709 respectively. Deferred Compensation Plan The Company sponsors a Deferred Compensation Plan for the benefit of certain of its senior
management who meet specific age and years of service criteria. Employees who have attained the age
of 30 and have a minimum of 10 years of service are eligible for annual contributions to the Plan
generally ranging from $3 to $8, depending on the employees length of service. The Companys
contributions to the Plan are maintained in a rabbi trust and, accordingly, the assets and
liabilities of the Plan are reflected in the balance sheet of the Company in other assets and other
liabilities. Upon termination, death or disability, participating employees are eligible to receive
an amount equal to the fair market value of the assets in the employees deferred compensation
account. The Company has contributed $727, $668 and $619 to the Plan during the years ended
December 31, 2004, 2003 and 2002, respectively. (15) Commitment and Contingencies In August 2002, a jury verdict was rendered in a lawsuit filed against the Company in the amount of
$32 in compensatory damages and $2,245 in punitive damages. As a result of the verdict, the Company
recorded a $2,277 charge in its operating expenses during the quarter ended September 30, 2002. In
May 2003, the Court ordered a reduction to the punitive damage award, which was subject to the
plaintiffs consent. The plaintiff rejected the reduced award and the Court ordered a new trial.
Based on legal analysis, management believes the best estimate of the Companys potential liability
related to this claim is currently $376. The Company is involved in various other claims and legal actions arising in the ordinary course of
business. In the opinion of management , the ultimate disposition of the these matters will not
have a material adverse effect on the Companys consolidated financial position, results of
operations, or liquidity. (16) Summarized Financial Information of Subsidiaries Separate financial statements of each of the Companys direct or indirect wholly owned subsidiaries
that have guaranteed Lamar Medias obligations with respect to its publicly issued notes
(collectively, the Guarantors) are not included herein because the Company has no independent
assets or operations, the guarantees are full and unconditional and joint and several and the only
subsidiary that is not a guarantor is considered to be minor. Lamar Medias ability to make
distributions to Lamar Advertising is restricted under the terms of its bank credit facility and
the indenture relating to Lamar Medias outstanding notes. As of December 31, 2004 and 2003, the
net assets restricted as to transfers from Lamar Media Corp. to Lamar Advertising Company in the
form of cash dividends, loans or advances were $1,943,280 and $1,903,600, respectively. (17) Disclosures About Fair Value of Financial Instruments The following table presents the carrying amounts and estimated fair values of the Companys
financial instruments at December 31, 2004 and 2003. The fair value of the financial instrument is
defined as the amount at which the instrument could be exchanged in a current transaction between
willing parties. 2004
    
    
    2003Carrying
    
    
    Estimated
    
    
    Carrying
    
    
    EstimatedAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueLong-term debt
    
    $
    1,587,424
    
    
    $
    1,647,032
    
    
    $
    1,699,819
    
    
    $
    1,735,925
 49




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) The estimated fair value amounts have been determined by the Company using available market
information and appropriate valuation methodologies as follows:  
    The carrying amounts of cash and cash equivalents, prepaids,
receivables, trade accounts payable, accrued expenses and deferred income approximate fair value
because of the short term nature of these items.
    The fair value of long-term debt is based upon market quotes obtained
from dealers where available and by discounting future cash flows at
rates currently available to the Company for similar instruments when
quoted market rates are not available. Fair value estimates are subject to inherent limitations. Estimates of fair values are made at a
specific point in time, based on relevant market information and information about the financial
instrument. The estimated fair values of financial instruments presented above are not necessarily
indicative of amounts the Company might realize in actual market transactions. Estimates of fair
value are subjective in nature and involve uncertainties and matters of significant judgment and
therefore cannot be determined with precision. Changes in assumptions could significantly affect
the estimates. (18) Quarterly Financial Data (Unaudited) Year 2004 QuartersMarch 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Net revenues
    
    $
    200,976
    
    
    $
    226,915

    
    
    $
    231,622
    
    
    $
    223,997Net revenues less direct advertising expenses
    
    
    127,185
    
    
    
    152,553
    
    
    
    155,232
    
    
    
    146,383Net (loss) income applicable to common stock
    
    
    (3,724
    )
    
    
    7,590
    
    
    
    8,194
    
    
    
    730Net (loss) income per common share (basic and
diluted)
    
    
    (0.04
    )
    
    
    0.07
    
    
    
    0.08
    
    
    
    0.01
 Year 2003 QuartersMarch 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Net revenues
    
    $
    184,221
    
    
    $
    208,178
    
    
    $
    211,720
    
    
    $
    206,020Net revenues less direct advertising expenses
    
    
    112,664
    
    
    
    134,817
    
    
    
    137,149
    
    
    
    133,492Net loss applicable to common stock
    
    
    (62,070
    )
    
    
    (3,438
    )
    
    
    (7,744
    )
    
    
    (7,108
    )Net loss per common share (basic and diluted)
    
    
    (0.61
    )
    
    
    (0.03
    )
    
    
    (0.07
    )
    
    
    (0.07
    )
 (19) New Accounting Pronouncements In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151 Inventory
Costs, an amendment of ARB No. 43, Chapter 4 (Statement 151). The amendments made by Statement
151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and require the allocation of
fixed production overheads to inventory based on the normal capacity of the production facilities.
The guidance is effective for inventory costs incurred during fiscal years beginning after June 15,
2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning
after November 23, 2004. We have assessed the impact of Statement 151, which is not expected to
have an impact on our financial position, results of operations or cash flows. In December 2004, the FASB issued Statement of Financial Accounting Standards No. 152 Accounting
for Real Estate Time-Sharing Transactions  An Amendment to FASB Statements No. 66 and 67
(Statement No. 152). Statement 152 amends FASB Statement No. 66, Accounting for Sales of Real
Estate,to reference the financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Estate Time-Sharing Transactions.Statement 152 also amends FASB Statement No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does not apply to real
estate time-sharing transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. Statement 152 is effective for financial statements for fiscal years
beginning after June 15, 2005. We have assessed the impact of Statement 152, which is not expected
to have an impact on our financial position, results of operations or cash flows. 50




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##### Table of Contents



LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 Exchanges of
Non-monetary assets  an amendment of APB Opinion No. 29 (Statement 153). Statement 153 amends
Accounting Principles Board (APB) Opinion 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for exchanges of nonmonetary
assets that do not have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a result of the
exchange. Statement 153 does not apply to a pooling of assets in a joint undertaking intended to
fund, develop, or produce oil or natural gas from a particular property or group of properties. The
provisions of Statement 153 shall be effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Early adoption is permitted and the provisions of Statement
153 should be applied prospectively. We have assessed the impact of Statement 153, which is not
expected to have an impact on our financial position, results of operations or cash flows. In December of 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which replaces the
requirements under SFAS No. 123 and APB No. 25. The statement sets accounting requirements for
share-based compensation to employees, including employee stock purchase plans, and requires all
share-based payments, including employee stock options, to be recognized in the financial
statements based on their fair value. It carries forward prior guidance on accounting for awards
to non-employees. The accounting for employee stock ownership plan transactions will continue to
be accounted for in accordance with Statement of Position (SOP) 93-6, while awards to most
non-employee directors will be accounted for as employee awards. This Statement is effective for
public companies that do not file as small business issuers as of the beginning of interim or
annual reporting periods that begin on or after June 15, 2005 (effective September 1, 2005 for us).
We have not yet determined the effect the new Statement will have on our condensed consolidated
financial statements as we have not completed our analysis; however, we expect the adoption of this
Statement to result in a reduction of net income which may be material. 51




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SCHEDULE 2 
 Lamar Advertising Company
Valuation and Qualifying Accounts
Years Ended December 31, 2004, 2003 and 2002
(in thousands) Balance at
    
    
    Charged to
    
    
    
    
    
    
    Balance atBeginning
    
    
    Costs and
    
    
    
    
    
    
    End ofof Period
    
    
    Expenses
    
    
    Deductions
    
    
    PeriodYear ended December 31, 2004Deducted in balance
sheet from trade
accounts
receivable: Allowance for
doubtful accounts
    
    $
    4,914
    
    
    
    7,772
    
    
    
    7,686
    
    
    
    5,000Deducted in balance
sheet from
intangible assets: Amortization of
intangible assets
    
    $
    800,062
    
    
    
    123,882
    
    
    
    
    
    
    
    923,944Year ended December 31, 2003Deducted in balance
sheet from trade
accounts
receivable: Allowance for
doubtful accounts
    
    $
    4,914
    
    
    
    8,599
    
    
    
    8,599
    
    
    
    4,914Deducted in balance
sheet from
intangible assets: Amortization of
intangible assets
    
    $
    674,356
    
    
    
    125,706
    
    
    
    
    
    
    
    800,062Year ended December 31, 2002Deducted in balance
sheet from trade
accounts
receivable: Allowance for
doubtful accounts
    
    $
    4,914
    
    
    
    9,036
    
    
    
    9,036
    
    
    
    4,914Deducted in balance
sheet from
intangible assets: Amortization of
intangible assets
    
    $
    550,275
    
    
    
    124,081
    
    
    
    
    
    
    
    674,356
 52




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LAMAR MEDIA CORP.
AND SUBSIDIARIES Managements
Report on Internal Control Over Financial Reporting
    
    
    54Report of Independent Registered Public Accounting Firm  Internal Control over Financial Reporting
    
    
    55Report of Independent Registered Public Accounting Firm  Financial Statements
    
    
    56Consolidated Balance Sheets as of December 31, 2004 and 2003
    
    
    57Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002
    
    
    58Consolidated Statements of Stockholders Equity for the years ended December 31, 2004, 2003 and 2002
    
    
    59Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002
    
    
    60Notes to Consolidated Financial Statements
    
    
    6164Schedule 2  Valuation and Qualifying Accounts for the years ended December 31, 2004, 2003 and 2002
    
    
    65
 53




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Managements Report on
Internal Control Over Financial Reporting The management of Lamar Media Corp. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Lamar Medias
management assessed the effectiveness of Lamar Medias internal control over financial reporting as of December 31, 2004.
  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework.  Based on this
assessment, Lamar Medias management has concluded that, as of December 31, 2004, Lamar
Medias internal control over financial reporting is effective based on those criteria. KPMG LLP, the independent registered public accounting firm that
audited Lamar Medias financial statements included in this
annual report, has issued an attestation report on managements
assessment of Lamar Medias internal control over financial reporting.  This report appears on page 55 of this combined Annual Report. 54




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Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders
Lamar Media Corp.: We have audited
managements assessment, included in the accompanying Managements Report on Internal Control over
Financial Reporting that Lamar Media Corp.
maintained effective internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).Lamar Media Corp.s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the effectiveness of the Companys internal
control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. In our opinion, managements assessment that Lamar Media Corp. maintained effective internal
control over financial reporting as of December 31, 2004, is fairly stated, in all material
respects, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).Also, in our opinion,
Lamar Media Corp. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2004, based on criteria established
in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements of Lamar Media Corp. and subsidiaries
and the financial statement schedule as listed in the accompanying index, and our report dated
March 8, 2005 expressed an unqualified opinion on those consolidated financial statements. /s/KPMG LLPKPMG LLP
 New Orleans, Louisiana
March 8, 2005 55




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Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders
Lamar Media Corp.: We have audited the consolidated financial statements of Lamar Media Corp. and subsidiaries as
listed in the accompanying index. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Lamar Media Corp. and subsidiaries as of December 31,
2004 and 2003, and the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 2004, in conformity with U.S. generally accepted
accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Lamar Media Corp.s internal control over financial
reporting as of December 31, 2004, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated March 8, 2005 expressed an unqualified opinion on managements assessment of,
and the effective operation of, internal control over financial reporting. As discussed in Note 9 to the consolidated financial statements of Lamar Advertising Company and
Subsidiaries, the Company adopted the provisions of Statement of Financial Accounting Standards No.
143, Accounting for Asset Retirements Obligations on January 1, 2003. /s/KPMG LLPKPMG LLP
 New Orleans, Louisiana
March 8, 2005 56




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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2004 and 2003
(In thousands, except share and per share data) 2004
    
    
    2003ASSETSCurrent assets:Cash and cash equivalents
    
    $
    44,201
    
    
    $
    7,797Receivables, net of allowance for doubtful accounts of $5,000 and $4,914 in
2004 and 2003
    
    
    87,962
    
    
    
    90,072Prepaid expenses
    
    
    35,287
    
    
    
    32,377Deferred income tax assets
    
    
    6,899
    
    
    
    6,051Other current assets
    
    
    8,121
    
    
    
    7,665Total current assets
    
    
    182,470
    
    
    
    143,962Property, plant and equipment
    
    
    2,077,379
    
    
    
    1,988,096Less accumulated depreciation and amortization
    
    
    (807,735
    )
    
    
    (702,272
    )Net property, plant and equipment
    
    
    1,269,644
    
    
    
    1,285,824Goodwill (note 3)
    
    
    1,256,835
    
    
    
    1,232,857Intangible assets (note 3)
    
    
    919,791
    
    
    
    938,062Deferred financing costs net of accumulated amortization of $14,302 and
$11,864 as of 2004
and 2003 respectively
    
    
    13,361
    
    
    
    14,285Other assets
    
    
    30,361
    
    
    
    50,744Total assets
    
    $
    3,672,462
    
    
    $
    3,665,734LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    10,412
    
    
    $
    8,813Current maturities of long-term debt (note 5)
    
    
    72,510
    
    
    
    5,044Accrued expenses (note 4)
    
    
    41,253
    
    
    
    38,068Deferred income
    
    
    14,669
    
    
    
    14,372Total current liabilities
    
    
    138,844
    
    
    
    66,297Long-term debt (note 5)
    
    
    1,299,924
    
    
    
    1,412,319Deferred income tax liabilities (note 6)
    
    
    103,598
    
    
    
    100,250Asset retirement obligation
    
    
    132,700
    
    
    
    123,217Other liabilities
    
    
    8,657
    
    
    
    9,109Total liabilities
    
    
    1,683,723
    
    
    
    1,711,192Stockholders equity:Common stock, $.01 par value, authorized 3,000 shares; 100 shares issued
and outstanding
at 2004 and 2003
    
    
    
    
    
    
    Additional paid-in-capital
    
    
    2,343,929
    
    
    
    2,333,951Accumulated deficit
    
    
    (355,190
    )
    
    
    (379,409
    )Stockholders equity
    
    
    1,988,739
    
    
    
    1,954,542Total liabilities and stockholders equity
    
    $
    3,672,462
    
    
    $
    3,665,734
 See accompanying notes to consolidated financial statements. 57




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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2004, 2003 and 2002
(In thousands) 2004
    
    
    2003
    
    
    2002Net revenues
    
    $
    883,510
    
    
    $
    810,139
    
    
    $
    775,682Operating expenses (income):Direct advertising expenses (exclusive of depreciation and
amortization)
    
    
    302,157
    
    
    
    292,017
    
    
    
    274,772General and administrative expenses (exclusive of depreciation and
amortization)
    
    
    158,161
    
    
    
    145,971
    
    
    
    139,610Corporate expenses (exclusive of depreciation and amortization)
    
    
    29,795
    
    
    
    25,229
    
    
    
    27,285Depreciation and amortization
    
    
    294,056
    
    
    
    284,947
    
    
    
    271,832Gain on disposition of assets
    
    
    (1,067
    )
    
    
    (1,946
    )
    
    
    (336
    )783,102
    
    
    
    746,218
    
    
    
    713,163Operating income
    
    
    100,408
    
    
    
    63,921
    
    
    
    62,519Other expense (income):Loss on extinguishment of debt
    
    
    
    
    
    
    21,077
    
    
    
    5,850Interest income
    
    
    (495
    )
    
    
    (502
    )
    
    
    (929
    )Interest expense
    
    
    64,920
    
    
    
    77,852
    
    
    
    94,99064,425
    
    
    
    98,427
    
    
    
    99,911Income (loss) before income tax expense (benefit) and cumulative
effect of a change in accounting principle
    
    
    35,983
    
    
    
    (34,506
    )
    
    
    (37,392
    )Income tax expense (benefit) (note 6)
    
    
    11,764
    
    
    
    (12,338
    )
    
    
    (12,434
    )Income (loss) before cumulative effect of a change in accounting
principle
    
    
    24,219
    
    
    
    (22,168
    )
    
    
    (24,958
    )Cumulative effect of a change in accounting principle,
net of tax benefit of $25,727
    
    
    
    
    
    
    40,240
    
    
    
    Net income (loss)
    
    $
    24,219
    
    
    $
    (62,408
    )
    
    $
    (24,958
    )
 See accompanying notes to consolidated financial statements. 58




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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Statements of Stockholders Equity
Years Ended December 31, 2004, 2003 and 2002
(In thousands, except share and per share data) ADDITIONALCOMMON
    
    
    PAID-IN
    
    
    ACCUMULATEDSTOCK
    
    
    CAPITAL
    
    
    DEFICIT
    
    
    TOTALBalance, December 31, 2001
    
    $
    
    
    
    
    2,222,317
    
    
    
    (276,231
    )
    
    
    1,946,086Contribution from parent
    
    
    
    
    
    
    59,584
    
    
    
    
    
    
    
    59,584Net loss
    
    
    
    
    
    
    
    
    
    
    (24,958
    )
    
    
    (24,958
    )Balance, December 31, 2002
    
    $
    
    
    
    
    2,281,901
    
    
    
    (301,189
    )
    
    
    1,980,712Dividend to parent
    
    
    
    
    
    
    
    
    
    
    (15,812
    )
    
    
    (15,812
    )Contribution from parent
    
    
    
    
    
    
    52,050
    
    
    
    
    
    
    
    52,050Net loss
    
    
    
    
    
    
    
    
    
    
    (62,408
    )
    
    
    (62,408
    )Balance, December 31, 2003
    
    $
    
    
    
    
    2,333,951
    
    
    
    (379,409
    )
    
    
    1,954,542Contribution from parent
    
    
    
    
    
    
    9,978
    
    
    
    
    
    
    
    9,978Net income
    
    
    
    
    
    
    
    
    
    
    24,219
    
    
    
    24,219Balance, December 31, 2004
    
    $
    
    
    
    
    2,343,929
    
    
    
    (355,190
    )
    
    
    1,988,739
 See accompanying notes to consolidated financial statements. 59




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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2004, 2003 and 2002
(In thousands) 2004
    
    
    2003
    
    
    2002Cash flows from operating activities:Net income (loss)
    
    $
    24,219
    
    
    $
    (62,408
    )
    
    $
    (24,958
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    294,056
    
    
    
    284,947
    
    
    
    271,832Amortization included in interest expense
    
    
    2,437
    
    
    
    2,797
    
    
    
    2,812Gain on disposition of assets
    
    
    (1,067
    )
    
    
    (1,946
    )
    
    
    (336
    )Loss on extinguishment of debt
    
    
    
    
    
    
    21,077
    
    
    
    5,850Cumulative effect of a change in accounting principle
    
    
    
    
    
    
    40,240
    
    
    
    Deferred income tax expenses (benefit)
    
    
    8,207
    
    
    
    (12,296
    )
    
    
    (8,325
    )Provision for doubtful accounts
    
    
    7,772
    
    
    
    8,599
    
    
    
    9,036Changes in operating assets and liabilities:(Increase) decrease in:Receivables
    
    
    (4,824
    )
    
    
    (6,217
    )
    
    
    (7,748
    )Prepaid expenses
    
    
    (2,509
    )
    
    
    (2,923
    )
    
    
    (2,533
    )Other assets
    
    
    14,400
    
    
    
    (7,461
    )
    
    
    4,101Increase (decrease) in:Trade accounts payable
    
    
    1,600
    
    
    
    (1,238
    )
    
    
    3Accrued expenses
    
    
    1,682
    
    
    
    11,431
    
    
    
    1,965Other liabilities
    
    
    (234
    )
    
    
    254
    
    
    
    1,546Cash flows provided by operating activities
    
    
    345,739
    
    
    
    274,856
    
    
    
    253,245Cash flows from investing activities:Capital expenditures
    
    
    (81,165
    )
    
    
    (78,275
    )
    
    
    (78,390
    )Purchase of new markets
    
    
    (189,540
    )
    
    
    (135,319
    )
    
    
    (78,326
    )Increase in notes receivable
    
    
    
    
    
    
    
    
    
    
    (1,650
    )Proceeds from sale of property and equipment
    
    
    7,824
    
    
    
    5,829
    
    
    
    3,412Cash flows used in investing activities
    
    
    (262,881
    )
    
    
    (207,765
    )
    
    
    (154,954
    )Cash flows from financing activities:Proceeds from issuance of long-term debt
    
    
    
    
    
    
    128,038
    
    
    
    256,400Deposits for debt extinguishment
    
    
    
    
    
    
    266,657
    
    
    
    (266,657
    )Principal payments on long-term debt
    
    
    (4,928
    )
    
    
    (483,888
    )
    
    
    (144,126
    )Debt issuance costs
    
    
    (1,526
    )
    
    
    (9,899
    )
    
    
    (1,183
    )Net proceeds from note offerings and new notes payable
    
    
    
    
    
    
    (15,812
    )
    
    
    Net (payments) borrowing under credit agreements
    
    
    (40,000
    )
    
    
    40,000
    
    
    
    60,000Cash flows used in financing activities
    
    
    (46,454
    )
    
    
    (74,904
    )
    
    
    (95,566
    )Net increase (decrease) in cash and cash equivalents
    
    
    36,404
    
    
    
    (7,813
    )
    
    
    2,725Cash and cash equivalents at beginning of period
    
    
    7,797
    
    
    
    15,610
    
    
    
    12,885Cash and cash equivalents at end of period
    
    $
    44,201
    
    
    $
    7,797
    
    
    $
    15,610Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    65,747
    
    
    $
    64,245
    
    
    $
    94,729Cash paid for state and federal income taxes
    
    $
    1,946
    
    
    $
    825
    
    
    $
    745
 See accompanying notes to consolidated financial statements. 60




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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) (1) Significant Accounting Policies (a) Nature of Business Lamar Media Corp. is a wholly owned subsidiary of Lamar Advertising Company. Lamar Media Corp. is
engaged in the outdoor advertising business operating over 150,000 outdoor advertising displays in
43 states. Lamar Medias operating strategy is to be the leading provider of outdoor advertising
services in the markets it serves. In addition, Lamar Media operates a logo sign business in 20 states throughout the United States
and in one province of Canada. Logo signs are erected pursuant to state-awarded service contracts
on public rights-of-way near highway exits and deliver brand name information on available gas,
food, lodging and camping services. Included in the Companys logo sign business are tourism
signing contracts. The Company provides transit advertising on bus shelters, benches and buses in
the markets it serves. Certain footnotes are not provided for the accompanying financial statements as the information in
notes 2, 4, 6, 9, 10, 13, 14, 15, 16, 17 and 19 and portions of notes 1 and 12 to the
consolidated financial statements of Lamar Advertising Company included elsewhere in this Annual
Report are substantially equivalent to that required for the consolidated financial statements of
Lamar Media Corp. Earnings per share data is not provided for the operating results of Lamar Media
Corp. as it is a wholly owned subsidiary of Lamar Advertising Company. (b) Principles of Consolidation The accompanying consolidated financial statements include Lamar Media Corp., its wholly owned
subsidiaries, The Lamar Company, LLC, Lamar Central Outdoor, Inc., Lamar Oklahoma Holding Co.,
Inc., Lamar Advertising Southwest, Inc., Lamar DOA Tennessee Holdings, Inc., and Interstate Logos,
LLC. and their majority-owned subsidiaries. All intercompany transactions and balances have been
eliminated in consolidation. (2) Noncash Financing and Investing Activities A summary of significant noncash financing and investing activities for the years ended December
31, 2004, 2003 and 2002: 2004
    
    
    2003
    
    
    2002Parent company stock contributed for acquisitions
    
    $
    4,270
    
    
    
    50,630
    
    
    
    56,100
 (3) Goodwill and Other Intangible Assets The following is a summary of intangible assets at December 31, 2004 and December 31, 2003. Estimated
    
    
    2004
    
    
    2003Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizable Intangible
Assets:Customer lists and contracts
    
    
    7  10
    
    
    
    410,368
    
    
    
    298,108
    
    
    
    388,791
    
    
    
    248,617Non-competition agreements
    
    
    3  15
    
    
    
    58,179
    
    
    
    51,284
    
    
    
    57,664
    
    
    
    46,197Site locations
    
    
    15
    
    
    
    1,108,318
    
    
    
    313,776
    
    
    
    1,021,037
    
    
    
    243,170Other
    
    
    5  15
    
    
    
    13,235
    
    
    
    7,141
    
    
    
    16,980
    
    
    
    8,4261,590,100
    
    
    
    670,309
    
    
    
    1,484,472
    
    
    
    546,410Unamortizable Intangible
Assets:Goodwill
    
    
    
    
    
    $
    1,509,601
    
    
    $
    252,766
    
    
    $
    1,485,623
    
    
    $
    252,766
 61




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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) The changes in the carrying amount of goodwill for the year ended December 31, 2004 are as follows: Balance as of December 31, 2003
    
    $
    1,485,623Goodwill acquired during the year
    
    
    23,978Impairment losses
    
    
    Balance as of December 31, 2004
    
    $
    1,509,601
 In accordance with SFAS No. 142, Lamar Media is required to evaluate its existing intangible assets
and goodwill that were acquired in purchase business combinations, and to make any necessary
reclassifications in order to conform with the new classification criteria in SFAS No. 141 for
recognition separate from goodwill. Lamar Media is required to reassess the useful lives and
residual values of all intangible assets acquired, and make any necessary amortization period
adjustments. If an intangible asset is identified as having an indefinite useful life, Lamar Media
will be required to test the intangible asset for impairment in accordance with the provisions of
SFAS No. 142. Impairment is measured as the excess of carrying value over the fair value of an
intangible asset with an indefinite life. Based upon its review, no impairment charge was required
upon the adoption of SFAS No. 142 or at its annual tests for impairment on December 31, 2004 and
December 31, 2003. (4) Accrued Expenses The following is a summary of accrued expenses at December 31, 2004 and 2003: 2004
    
    
    2003Payroll
    
    $
    12,894
    
    
    
    7,698Interest
    
    
    18,601
    
    
    
    19,428Other
    
    
    9,758
    
    
    
    10,942$
    41,253
    
    
    
    38,068
 (5) Long-term Debt Long-term debt consists of the following at December 31, 2004 and 2003: 2004
    
    
    20037 1/4% Senior subordinated notes
    
    $
    389,020
    
    
    
    389,387Bank Credit Agreement
    
    
    975,000
    
    
    
    1,015,0008% Unsecured subordinated notes
    
    
    3,333
    
    
    
    5,333Other notes with various rates and terms
    
    
    5,081
    
    
    
    7,6431,372,434
    
    
    
    1,417,363Less current maturities
    
    
    (72,510
    )
    
    
    (5,044
    )Long-term debt excluding current maturities
    
    $
    1,299,924
    
    
    
    1,412,319
 Long-term debt matures as follows: 2005
    
    $
    72,5102006
    
    
    95,0642007
    
    
    112,5542008
    
    
    112,6112009
    
    
    69,974Later years
    
    
    909,721
 62




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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) (6) Income Taxes Income tax expense (benefit) for the years ended December 31, 2004, 2003 and 2002, consists of: Current
    
    
    Deferred
    
    
    TotalYear ended December 31, 2004:U.S. federal
    
    $
    
    
    
    
    11,314
    
    
    
    11,314State and local
    
    
    3,557
    
    
    
    (3,895
    )
    
    
    (338
    )Foreign
    
    
    
    
    
    
    788
    
    
    
    788$
    3,557
    
    
    

    8,207
    
    
    
    11,764Year ended December 31, 2003:U.S. federal
    
    $
    
    
    
    
    (10,492
    )
    
    
    (10,492
    )State and local
    
    
    (42
    )
    
    
    (2,469
    )
    
    
    (2,511
    )Foreign
    
    
    
    
    
    
    665
    
    
    
    665$
    (42
    )
    
    
    (12,296
    )
    
    
    (12,338
    )Year ended December 31, 2002:U.S. federal
    
    $
    (5,068
    )
    
    
    (7,090
    )
    
    
    (12,158
    )State and local
    
    
    870
    
    
    
    (1,685
    )
    
    
    (815
    )Foreign
    
    
    89
    
    
    
    450
    
    
    
    539$
    (4,109
    )
    
    
    (8,325
    )
    
    
    (12,434
    )
 Income tax expense (benefit) attributable to continuing operations for the years ended December 31,
2004, 2003 and 2002, differs from the amounts computed by applying the U.S. federal income tax rate
of 34 percent to income (loss) before income taxes as follows: 2004
    
    
    2003
    
    
    2002Computed expected tax expense (benefit)
    
    $
    12,234
    
    
    
    (11,732
    )
    
    
    (12,713
    )Increase (reduction) in income taxes resulting from:Book expenses not deductible for tax purposes
    
    
    825
    
    
    
    1,149
    
    
    
    689Amortization of non-deductible goodwill
    
    
    (3
    )
    
    
    (19
    )
    
    
    (31
    )State and local income taxes, net of federal income tax benefit
    
    
    (223
    )
    
    
    (1,657
    )
    
    
    (560
    )Other differences, net
    
    
    (1,069
    )
    
    
    (79
    )
    
    
    181$
    11,764
    
    
    
    (12,338
    )
    
    
    (12,434
    )
 The tax effects of temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities at December 31, 2004 and 2003 are presented below: 2004
    
    
    2003Current deferred tax assets:Receivables, principally due to allowance for doubtful accounts
    
    $
    1,950
    
    
    $
    1,916Accrued liabilities not deducted for tax purposes
    
    
    2,396
    
    
    
    1,584Other
    
    
    2,553
    
    
    
    2,551Net current deferred tax asset
    
    
    6,899
    
    
    
    6,051Non-current deferred tax liabilities:Plant and equipment, principally due to differences in depreciation
    
    
    (5,845
    )
    
    
    (11,738
    )Intangibles, due to differences in amortizable lives
    
    
    (237,617
    )
    
    
    (244,880
    )(243,462
    )
    
    
    (256,618
    )Non-current deferred tax assets:Plant and equipment, due to basis differences on acquisitions and
costs capitalized for tax purposes
    
    
    40,521
    
    
    
    48,479Investment in affiliates and plant and equipment, due to gains
recognized for tax purposes and deferred for financial reporting
purposes
    
    
    941
    
    
    
    941Accrued liabilities not deducted for tax purposes
    
    
    2,579
    
    
    
    2,900Net operating loss carryforward
    
    
    61,143
    
    
    
    73,061Asset retirement obligation
    
    
    34,654
    
    
    
    30,113Other, net
    
    
    26
    
    
    
    874139,864
    
    
    
    156,368Net non-current deferred tax liability
    
    $
    (103,598
    )
    
    $
    (100,250
    )
 63




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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data) In assessing the realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. Based upon the level of historical
taxable income and projections for future taxable income over the periods in which the deferred tax
assets are deductible, management believes it is more likely than not that Lamar Media will realize
the benefits of these deductible differences. The amount of the deferred tax assets considered
realizable, however, could be reduced in the near term if estimates of future taxable income during
the carryforward period are reduced. (7) Related Party Transactions Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar
Media Corp. or its subsidiaries through common ownership and directorate control. As of December 31, 2004 and 2003, there was a receivable from Lamar Advertising Company, its
parent, in the amount of $7,383 and $22,152, respectively. (8) Quarterly Financial Data (Unaudited) Year 2004 QuartersMarch 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Net revenues
    
    $
    200,976
    
    
    $
    226,915
    
    
    $
    231,622
    
    
    $
    223,997Net revenues less direct advertising expenses
    
    
    127,185
    
    
    
    152,553
    
    
    
    155,232
    
    
    
    146,383Net (loss) income applicable to common stock
    
    
    (2,051
    )
    
    
    9,463
    
    
    
    10,188
    
    
    
    6,619
 Year 2003 QuartersMarch 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Net revenues
    
    $
    184,221
    
    
    $
    208,178
    
    
    $
    211,720
    
    
    $
    206,020Net revenues less direct advertising expenses
    
    
    112,664
    
    
    
    134,817
    
    
    
    137,149
    
    
    
    133,492Net (loss) income applicable to common stock
    
    
    (59,152
    )
    
    
    (210
    )
    
    
    2,226
    
    
    
    (5,272
    )
 64




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SCHEDULE 2 Lamar Media Corp.
and Subsidiaries
Valuation and Qualifying Accounts
Years Ended December 31, 2004, 2003 and 2002
(in thousands) Balance at
    
    
    Charged to
    
    
    
    
    
    
    BalanceBeginning of
    
    
    Costs and
    
    
    
    
    
    
    at endPeriod
    
    
    Expenses
    
    
    Deductions
    
    
    of PeriodYear Ended December 31, 2004Deducted in balance
sheet from trade
accounts
receivable: Allowance for
doubtful accounts
    
    $
    4,914
    
    
    
    7,772
    
    
    
    7,686
    
    
    
    5,000Deducted in balance
sheet from
intangible assets: Amortization of
intangible assets
    
    $
    799,176
    
    
    
    123,899
    
    
    
    
    
    
    
    923,075Year Ended December 31, 2003Deducted in balance
sheet from trade
accounts
receivable: Allowance for
doubtful accounts
    
    $
    4,914
    
    
    
    8,599
    
    
    
    8,599
    
    
    
    4,914Deducted in balance
sheet from
intangible assets: Amortization of
intangible assets
    
    $
    672,889
    
    
    
    126,287
    
    
    
    
    
    
    
    799,176Year Ended December 31, 2002Deducted in balance
sheet from trade
accounts
receivable: Allowance for
doubtful accounts
    
    $
    4,914
    
    
    
    9,036
    
    
    
    9,036
    
    
    
    4,914Deducted in balance
sheet from
intangible assets: Amortization of
intangible assets
    
    $
    546,916
    
    
    
    125,973
    
    
    
    
    
    
    
    672,889
 65




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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Lamar Advertising Company None Lamar Media Corp. None 
 ITEM 9A. CONTROLS AND PROCEDURES Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. The Companys and Lamar Medias management, with the participation of the principal executive
officer and principal financial officer of the Company and Lamar Media, have evaluated the
effectiveness of the design and operation of the Companys and Lamar Medias disclosure controls
and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended, as of December 31, 2004. Based on this evaluation,
the principal executive officer and principal financial officer of the Company and Lamar Media
concluded, as of December 31, 2004, that these disclosure controls and procedures are effective and
designed to ensure that the information required to be disclosed in the Companys and Lamar Medias
reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the requisite time periods. Managements Report on Internal Control Over Financial Reporting Lamar Advertising Company The Companys Management Report on Internal Control
Over Financial Reporting is set forth on page 28 of this combined Annual Report and is
incorporated herein by reference. KPMG LLP, an independent registered public accounting firm,
has issued an attestation report on managements assessment of the Companys internal
control over financial reporting, which is set forth on page 29 of this combined Annual Report and
is incorporated herein by reference. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. A control system, no matter how well designed and operated, can provide only
reasonable assurance with respect to financial statement preparation and presentation. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. Lamar Media Corp. Lamar Medias Management Report on Internal
Control Over Financial Reporting is set forth on page 54 of this combined Annual Report and
is incorporated herein by reference. KPMG LLP, an independent registered public accounting firm, has issued
an attestation report on managements assessment of Lamar Medias internal control
over financial reporting, which is set forth on page 55 of this combined Annual Report and
is incorporated herein by reference. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. A control system, no matter how well designed and operated, can provide only
reasonable assurance with respect to financial statement preparation and presentation. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. 66




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##### Table of Contents



Changes in Internal Control Over Financial Reporting There were no changes in the Companys or Lamar Medias internal control over financial reporting
identified in connection with the evaluation of the Companys and Lamar Medias internal controls
performed during the fourth fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Companys or Lamar Medias internal control over financial reporting. 
 ITEM 9B. OTHER INFORMATION Lamar Advertising Company None Lamar Media Corp. None 67




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PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Portions of the response to this item are contained in part under the caption Executive Officers
of the Registrant in Part I, Item 1A hereof and additional information is incorporated herein by
reference from the discussion responsive thereto under the captions Election of Directors and
Nominees for Director, Election of Directors  Family Relationships, Election of Directors 
Board and Committee Meetings and Section 16(a) Beneficial Ownership Reporting Compliance in the
Companys Proxy Statement relating to the 2005 Annual Meeting of Stockholders (the 2005 Proxy
Statement). We have adopted a Code of Business Conduct and Ethics (the code of ethics) that applies to all of
our directors, officers and employees. The code of ethics is filed as an exhibit that is
incorporated by reference into this report. In addition, if we make any substantive amendments to
the code of ethics or grant any wavier, including any implicit wavier, from a provision of the code
to any of our executive officers or directors, we will disclose the nature of such amendment or
waiver in a report on Form 8-K. 
 ITEM 11. EXECUTIVE COMPENSATION The response to this item is incorporated herein by reference from the discussion responsive
thereto under the following captions in the 2005 Proxy Statement:
Election of Directors  Director
Compensation, Election of Directors  Executive
Compensation and Election of Directors 
Compensation Committee Interlocks and Insider Participation. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The response to this item regarding security ownership is incorporated herein by reference from the
discussion responsive thereto under the caption Share Ownership in the 2005 Proxy Statement. This response to this item with respect to our equity compensation plans as of December 31, 2004 is
incorporated herein by reference from the discussion responsive thereto under the caption Equity
Compensation Plan Information in the 2005 Proxy Statement. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The response to this item is incorporated herein by reference from the discussion responsive
thereto under the caption Certain Relationships and Related Transactions in the 2005 Proxy
Statement. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The response to this item is incorporated herein by reference from the discussion responsive
thereto under the caption Information Concerning Auditors in the 2005 Proxy Statement. 
 PART IV 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (A) 1. FINANCIAL STATEMENTS The financial statements are listed under Part II, Item 8 of this Report. 2. FINANCIAL STATEMENT SCHEDULES The financial statement schedules are included under Part II, Item 8 of this Report. 3. EXHIBITS The exhibits filed as part of this report are listed on the Exhibit Index immediately following the
signature page hereto, which Exhibit Index is incorporated herein by reference. (B) Exhibits required by Item 601 of Regulation S-K are listed on the Exhibit Index immediately
following the signature page hereto. 68




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. LAMAR ADVERTISING COMPANY March 8, 2005
    By:
    /s/ Kevin P. Reilly, Jr.Kevin P. Reilly, Jr.President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated. Signature
    
    Title
    
    Date/s/  Kevin P. Reilly, Jr.

Kevin P. Reilly, Jr.
    
    President, Chief Executive Officer and Director
(Principal Executive Officer)
    
    3/08/05/s/ Keith A. Istre

Keith A. Istre
    
    Chief Financial Officer
(Principal Financial and Accounting Officer)
    
    3/08/05/s/ Charles W. Lamar, III

Charles W. Lamar, III
    
    Director
    
    3/08/05/s/ Stephen P. Mumblow

Stephen P. Mumblow
    
    Director
    
    3/08/05/s/ John Maxwell Hamilton

John Maxwell Hamilton
    
    Director
    
    3/08/05/s/ Thomas Reifenheiser

Thomas Reifenheiser
    
    Director
    
    3/08/05/s/ Anna Reilly Cullinan

Anna Reilly Cullinan
    
    Director
    
    3/08/05/s/ Robert M. Jelenic

Robert M. Jelenic
    
    Director
    
    3/08/05
 69




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. LAMAR MEDIA CORP. March 8, 2005
    By:
    /s/ Kevin P. Reilly, Jr.Kevin P. Reilly, Jr.President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated. Signature
    
    Title
    
    Date/s/ Kevin P. Reilly, Jr.

Kevin P. Reilly, Jr.
    
    Chief Executive Officer and Director
(Principal Executive Officer)
    
    3/08/05/s/ Sean E. Reilly

Sean E. Reilly
    
    Chief Operating Officer, Vice President
and Director
    
    3/08/05/s/ Keith A. Istre

Keith A. Istre
    
    Chief Financial and Accounting Officer
and Director
(Principal Financial and Accounting Officer)
    
    3/08/05/s/ T. Everett Stewart, Jr.

T. Everett Stewart, Jr.
    
    Director
    
    3/08/05
 70




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INDEX TO EXHIBITS EXHIBITNUMBER
    
    DESCRIPTION2.1
    
    Agreement and Plan of Merger dated as of July 20, 1999 among Lamar Media Corp., Lamar New
Holding Co., and Lamar Holdings Merge Co. Previously filed as Exhibit 2.1 to the Companys
Current Report on Form 8-K (File No. 0-30242) filed on July 22, 1999, and incorporated herein
by reference.3.1
    
    Certificate of Incorporation of Lamar New Holding Co. Previously filed as Exhibit 3.1 to the
Companys Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833)
filed on August 16, 1999, and incorporated herein by reference.3.2
    
    Certificate of Amendment of Certificate of Incorporation of Lamar New Holding Co. (whereby
the name of Lamar New Holding Co. was changed to Lamar Advertising Company). Previously filed
as Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the period ended June 30,
1999 (File No. 0-20833) filed on August 16, 1999, and incorporated herein by reference.3.3
    
    Certificate of Amendment of Certificate of Incorporation of Lamar Advertising Company.
Previously filed as Exhibit 3.3 to the Companys Quarterly Report on Form 10-Q for the period
ended June 30, 2000 (Filed No. 0-30242) filed on August 11, 2000, and incorporated herein by
reference.3.4
    
    Certificate of Correction of Certificate of Incorporation of Lamar Advertising Company.
Previously filed as Exhibit 3.4 to the Companys Quarterly Report on Form 10-Q for the period
ended September 30, 2000 (File No. 0-30242) filed on November 14, 2000, and incorporated
herein by reference.3.5
    
    Amended and Restated Bylaws of the Company. Previously filed as Exhibit 3.3 to the Companys
Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on
August 16, 1999, and incorporated herein by reference.3.6
    
    Amended and Restated Bylaws of Lamar Media Corp. Previously filed as Exhibit 3.1 to Lamar
Medias Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No.
1-12407) filed on November 12, 1999, and incorporated herein by reference.4.1
    
    Specimen certificate for the shares of Class A common stock of the Company. Previously filed
as Exhibit 4.1 to the Companys Registration Statement on Form S-1 (File No. 333-05479), and
incorporated herein by reference.4.2
    
    Senior Secured Note dated May 19, 1993. Previously filed as Exhibit 4.1 to the Companys
Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by reference.4.3
    
    Indenture dated as of September 24, 1986 relating to the Companys 8% Unsecured Subordinated
Debentures. Previously filed as Exhibit 10.3 to the Companys Registration Statement on Form
S-1 (File No. 33-59624), and incorporated herein by reference.4.4
    
    Indenture dated May 15, 1993 relating to the Companys 11% Senior Secured Notes due May 15,
2003. Previously filed as Exhibit 4.3 to the Companys Registration Statement on Form S-1
(File No. 33-59624), and incorporated herein by reference.4.5
    
    First Supplemental Indenture dated July 30, 1996 relating to the Companys 11% Senior Secured
Notes due May 15, 2003. Previously filed as Exhibit 4.5 to the Companys Registration
Statement on Form S-1(File No. 333-05479), and incorporated herein by reference.4.6
    
    Form of Second Supplemental Indenture in the form of an Amended and Restated Indenture dated
November 8, 1996 relating to the Companys 11% Senior Secured Notes due May 15, 2003.
Previously filed as Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 1-12407)
filed on November 15, 1996, and incorporated herein by reference.4.7
    
    Notice of Trustee dated November 8, 1996 with respect to the release of the security interest
in the Trustee on behalf of the holders of the Companys 11% Senior Secured Notes due May 15,
2003. Previously filed as Exhibit 4.2 to the Companys Current Report on Form 8-K filed on 15,
1996 (File No. 1-12407), and incorporated herein by reference.4.8
    
    Form of Subordinated Note. Previously filed as Exhibit 4.8 to the Registration Statement on
Form S-1 (File No. 333-05479), and incorporated herein by reference.
 71




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EXHIBITNUMBER
    
    DESCRIPTION4.9
    
    Indenture dated as of December 23, 2002 among Lamar Media Corp., certain subsidiaries of
Lamar Media Corp., as guarantors and Wachovia Bank of Delaware, National, as trustee. Filed
as Exhibit 4.1 to Lamar Medias Current Report on Form 8-K (File No. 0-20833) filed on
December 27, 2002, and incorporated herein by reference.4.10
    
    Supplemental Indenture to the Indenture dated December 23, 2002 among Lamar Media Corp.,
certain of its subsidiaries and Wachovia Bank of Delaware, National Association, as Trustee,
dated June 9, 2003. Previously filed as Exhibit 4.31 to Lamar Medias Registration Statement
on Form S-4 (File No. 333-107427) filed on July 29, 2003, and incorporated herein by
reference.4.11
    
    Supplemental Indenture to the Indenture dated December 23, 2002 among Lamar Media Corp.,
certain of its subsidiaries and Wachovia Bank of Delaware, National Association, as Trustee,
dated October 7, 2003. Previously filed as Exhibit 4.1 to Lamar Medias Quarterly Report on
Form 10-Q for the period ended September 30, 2003 (File No. 1-12407) filed on November 5,
2003, and incorporated herein by reference.4.12
    
    Form of 7 1/4% Notes Due 2013. Filed as Exhibit 4.2 to Lamar Medias Current Report on Form
8-K (File No. 0-20833) filed on December 27, 2002, and incorporated herein by reference.4.13
    
    Form of Exchange Note. Filed as Exhibit 4.29 to Lamar Medias Registration Statement on Form
S-4 (File No. 333-102634), and incorporated herein by reference.4.14
    
    Indenture dated June 16, 2003 between Lamar Advertising Company and Wachovia Bank of
Delaware, National Association, as Trustee. Previously filed as Exhibit 4.4 to Lamar Medias
Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No. 1-12407) filed on
August 13, 2003, and incorporated herein by reference.4.15
    
    First Supplemental Indenture dated June 16, 2003 between Lamar Advertising Company and
Wachovia Bank of Delaware, National Association, as Trustee. Previously filed as Exhibit 4.5
to Lamar Medias Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No.
1-12407) filed on August 13, 2003, and incorporated herein by reference.4.16
    
    Supplemental Indenture to the Indenture dated December 23, 2002 among Lamar Media Corp.,
Lamar Canadian Outdoor Company and Wachovia Bank of Delaware, National Association, as
Trustee, dated April 5, 2004. Previously filed as Exhibit 4.1 to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2004 (File No. 0-30242) filed on August 6,
2004, and incorporated herein by reference.10.1*
    
    The Lamar Savings and Profit Sharing Plan Trust. Previously filed as Exhibit 10.4 to the
Companys Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by
reference.10.2
    
    Trust under The Lamar Corporation, its Affiliates and Subsidiaries Deferred Compensation Plan
dated October 3, 1993. Previously filed as Exhibit 10.11 to the Companys Annual Report on
Form 10-K for the fiscal year ended October 31, 1995 (File No. 33-59624), and incorporated
herein by reference.10.3*
    
    1996 Equity Incentive Plan. Previously filed as Exhibit 10.2 to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2000 (File No. 0-30242) filed on August 11,
2000, and incorporated herein by reference.10.4
    
    Stock Purchase Agreement dated as of October 1, 1998, between the Company and the
stockholders of Outdoor Communications, Inc. named therein. Previously filed as Exhibit 2.1 to
the Companys Current Report on Form 8-K (File No. 0-20833) filed on October 15, 1998, and
incorporated herein by reference.10.5
    
    Second Amended and Restated Stock Purchase Agreement dated as of August 11, 1999 among the
Company, Lamar Media Corp., Chancellor Media Corporation of Los Angeles and Chancellor
Mezzanine Holdings Corporation. Previously filed as Appendix A to the Companys Schedule 14C
Information Statement filed on August 13, 1999 and incorporated herein by reference. Pursuant
to Item 601(b)(2) of Regulation S-K, the Schedules and Annexes A and B referred to in the
Second Amended and Restated Stock Purchase Agreement are omitted. The Company hereby
undertakes to furnish supplementary a copy of any omitted Schedule or Annex to the Commission
upon request.10.6*
    
    2000 Employee Stock Purchase Plan. Previously filed as Exhibit 10.3 to Lamar Advertising
Companys Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 0-30242)
filed on August 11, 2000, and incorporated herein by reference.10.7
    
    Credit Agreement dated as of March 7, 2003 between Lamar Media Corp. and the Subsidiary
Guarantors party thereto, the Lenders party thereto, and JPMorgan Chase Bank, as
Administrative Agent. Previously filed as Exhibit 10.38 to Lamar Media Corp.s Registration
Statement on Form S-4/A (File No. 333-102634) filed on March 18, 2003, and incorporated herein
by reference.
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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION10.8
    
    Joinder Agreement dated as of October 7, 2003 to Credit Agreement dated as of March 7, 2003
between Lamar Media Corp. and the Subsidiary Guarantors party thereto, the Lenders party
thereto, and JPMorgan Chase Bank, as Administrative Agent by Premere Outdoor, Inc. Previously
filed as Exhibit 10.1 to Lamar Medias Quarterly Report on Form 10-Q for the period ended
September 30, 2003 (File No. 1-12407) filed on November 5, 2003, and incorporated herein by
reference.10.9
    
    Amendment No. 1 dated as of January 28, 2004 to the Credit Agreement dated as of March 7,
2003 between Lamar Media Corp., the Subsidiary Guarantors a party thereto and JPMorgan Chase
Bank, as administrative agent for the lenders. Previously filed as Exhibit 4.1 to the
Companys Quarterly Report on Form 10-Q for the period ended March 31, 2004 (File No. 0-30242)
filed on May 10, 2004, and incorporated by reference.10.10
    
    Tranche C Term Loan Agreement dated as of February 6, 2004 between Lamar Media Corp., the
Subsidiary Guarantors a party thereto, the Tranche C Loan Lenders a party thereto and JPMorgan
Chase Bank, as administrative agent. Previously filed as Exhibit 4.2 to the Companys
Quarterly Report on Form 10-Q for the period ended March 31, 2004 (File No. 0-30242) filed on
May 10, 2004, and incorporated by reference.10.11
    
    Joinder Agreement dated as of April 19, 2004 to Credit Agreement dated as of March 7, 2003
between Lamar Media Corp. and Lamar Canadian Outdoor Company, the Lenders party thereto and
JPMorgan Chase Bank, as Administrative Agent. Previously filed as Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q for the period ended June 30, 2004 (File No. 0-30242)
filed on August 6, 2004, and incorporated herein by reference.10.12*
    
    1996 Equity Incentive Plan, as amended. Previously filed as Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q for the period ended June 30, 2004 (File No. 0-30242) filed on
August 6, 2004, and incorporated herein by reference.10.13
    
    Tranche D Term Loan Agreement dated August 12, 2004 among Lamar Media Corp., the Subsidiary
Guarantors thereunder, the Lenders party thereto and JP Morgan Chase Bank, as Administrative
Agent. Previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
the period ended September 30, 2004 (File No. 0-30242) filed on November 15, 2004, and
incorporated herein by reference.10.14*
    
    Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended. Filed
herewith.10.15*
    
    Form of Agreement pursuant to the Deferred Compensation Plan of the Lamar Texas Limited
Partnership, Its Affiliates and Subsidiaries. Filed herewith.10.16*
    
    Non-Management Director Compensation Plan, effective October 1, 2004. Filed herewith.11.1
    
    Statement regarding computation of per share earnings. Filed herewith.14.1
    
    Lamar Advertising Company Code of Business Conduct and Ethics. Previously filed as Exhibit
14.1 to the Companys Annual Report on Form 10-K for the period ended December 31, 2003 (File
No. 0-30242) filed on March 10, 2004, and incorporated herein by reference.21.1
    
    Subsidiaries of the Company. Filed herewith.23.1
    
    Consent of KPMG LLP. Filed herewith.31.1
    
    Certification of the Chief Executive Officer of Lamar Advertising Company and Lamar Media
Corp. pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes- Oxley Act of 2002. Filed herewith.31.2
    
    Certification of the Chief Financial Officer of Lamar Advertising Company and Lamar Media
Corp. pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes- Oxley Act of 2002. Filed herewith.32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. Filed herewith.
   *
    
    Management contract or compensatory plan or arrangement in which the executive officers or
directors of the Company participate. 73