Lamar Advertising Company Announces Receipt of IRS Private Letter Ruling

Lamar Advertising Company Announces Receipt of IRS Private Letter Ruling

Provides 2014 Guidance

BATON ROUGE, La., April 23, 2014 (GLOBE NEWSWIRE) -- Lamar Advertising Company
(Nasdaq:LAMR), a leading owner and operator of outdoor advertising and logo
sign displays, announces that it has received its requested private letter
ruling from the U.S. Internal Revenue Service (the "IRS") regarding certain
matters relevant to its intended election to be taxed as a real estate
investment trust (REIT) under the Internal Revenue Code of 1986, as amended
(the "Code"). As previously announced, Lamar intends to make an election under
§1033(g)(3) of the Code to treat its outdoor advertising displays as real
property for tax purposes. The private letter ruling confirms, among other
matters, that Lamar's income from renting space on such outdoor advertising
displays qualifies as rents from real property for REIT purposes. Lamar's
conversion to REIT status is expected to be effective as of January 1, 2014.

Internal Reorganization

As previously announced, Lamar completed an internal corporate restructuring
at the end of 2013 so that it would be in compliance with applicable REIT
rules for the 2014 taxable year. Under the new structure, we hold and operate
certain of our assets that cannot be held and operated directly by a REIT
through taxable REIT subsidiaries, or TRSs. A TRS is a subsidiary of a REIT
that is taxed as a regular corporation. Our TRSs primarily hold our transit
advertising business and foreign operations in Canada and Puerto Rico. In
addition, our TRSs perform certain activities and services for our customers
that a REIT cannot perform directly.The TRS assets and operations would
continue to be subject, as applicable, to federal and state corporate income
taxes.Furthermore, assets and operations outside the United States will
continue to be subject to foreign taxes in the jurisdictions in which those
assets and operations are located.

As a REIT, we will be required to distribute annually at least 90% of our REIT
taxable income (determined without regard to the dividends paid deduction and
by excluding net capital gain).Our REIT taxable income generally does not
include income earned by our TRSs except to the extent the TRSs pay dividends
to the REIT.We expect to have net operating loss carry forwards, or NOLs, as
of the time of our REIT conversion.To the extent we use these NOLs to offset
our REIT taxable income, the required distributions to stockholders would be
reduced.However, in this case, we may be subject to the alternative minimum
tax.

Shareholder Approval

As part of our reorganization to meet the REIT qualification requirements, we
expect to complete a merger of Lamar into a newly formed, wholly owned
subsidiary.This merger will be subject to approval by Lamar's
stockholders.The merger will incorporate certain stock ownership limitations
into the organizational documents of the REIT to ensure that we comply with
the ownership requirements applicable to REITs, namely that five or fewer
individuals (and certain entities) may not own more than 50% of the value of
our stock during the second half of any taxable year.

Non-REIT E&P Dividend

In accordance with tax rules applicable to REIT conversions, Lamar is required
to distribute its earnings and profits accumulated through the end of 2013 to
stockholders during its 2014 taxable year.Based on its analysis, Lamar
estimates that the aggregate amount of accumulated non-REIT E&P will be
approximately $40 million.Currently, Lamar's Board does not expect to make a
special distribution to its stockholders on account of its accumulated
non‑REIT E&P.We plan to distribute this amount along with the regular
quarterly distributions to stockholders that Lamar expects to commence during
2014.Lamar anticipates that these distributions will be made solely in cash.

2014 Financial Guidance

The guidance provided below is based on a number of assumptions that
management believes to be reasonable and reflect our expectations as of April
23, 2014.Actual results may differ materially from these estimates as a
result of various factors, and we refer you to the cautionary language
regarding "forward looking" statements included in this press release when
considering this information.

  *Projected Earnings Per Diluted Share^1:$2.81 to $2.91
  *Projected Adjusted Funds From Operations (AFFO) Per Diluted Share^2:$4.03
    to $4.13
  *2014 Expected Annual Dividend Per Share (includes non-REIT E&P
    distribution of $40 million):$2.50*

*subject to declaration by the Board of Directors

(1) Calculated before dividends.

(2) See "Non-GAAP Measures" below.

2014 Capital Expenditures

We expect to invest approximately $100 million in total capital expenditures
in 2014, consisting of approximately $45million to acquire new assets that we
expect will enhance revenues and the remaining $55million for maintenance of
existing assets and the acquisition of operating equipment necessary for the
business.

Refinancing Transaction

On April 21, 2014, Lamar Media Corp., our wholly owned subsidiary, redeemed in
full all of its outstanding $400 million in aggregate principal amount of
77/8%Senior Subordinated Notes due 2018 at a redemption price equal to
103.938 % of the aggregate principal amount of the notes, together with
accrued and unpaid interest to (but not including) the redemption date.The
total amount paid to redeem the notes was approximately $416.3 million, which
was funded with a combination of $300 million in new term debt under its
senior credit facility, borrowings under the revolving portion of its senior
credit facility and cash on hand.

Investor Conference Call Information

Lamar is hosting an investor conference call on Wednesday, May 7, 2014 at
10:00 a.m. (central time) to discuss the Company's results for the first
quarter ended March 31, 2014 and answer questions relating to company
operations, including with respect to the Company's anticipated conversion to
a REIT and the 2014 financial guidance included herein.

Instructions for accessing Lamar's conference call are provided below:

All Callers:        1-334-323-0520 or 1-334-323-9871
Passcode:           Lamar
                     
Replay:             1-334-323-0140
Passcode:           39098824
Available through Wednesday, May 14, 2014 at 11:59 p.m. ET  

Live Webcast:In addition, a live webcast of the conference call may be
assessed on the Investors/Webcasts section of our website at www.lamar.com.

Webcast Replay: www.lamar.com

Available through Wednesday, May 14, 2014 at 11:59 p.m. ET

About Lamar

Lamar Advertising Company is a leading outdoor advertising company currently
operating over 150 outdoor advertising companies in 44 states, Canada and
Puerto Rico, logo businesses in 22 states and the province of Ontario, Canada
and over 60 transit advertising franchises in the United States, Canada and
Puerto Rico.

Non-GAAP Measures

Funds From Operations, Adjusted Funds From Operations and Adjusted Funds From
Operations Per Diluted Share are not measures of performance under accounting
principles generally accepted in the United States of America ("GAAP").These
measures should not be considered alternatives to net income or other GAAP
figures as indicators of the Company's financial performance.We define Funds
From Operations as net income before gains or losses from the sale or disposal
of real estate, real estate related impairment charges and real estate related
depreciation, amortization and accretion, and including adjustments for
(i)non‑controlling interest and (ii)a one‑time non‑cash tax effect of
conversion.We define Adjusted Funds From Operations as Funds From Operations
before (i)straight‑line revenue and expense, (ii)stock‑based compensation
expense, (iii)the non-cash portion of our tax provision, (iv)non real estate
related depreciation, amortization, (v)amortization of deferred financing and
debt issuance costs, (vi)loss on debt extinguishment, and adjusted for
(vii)non‑controlling interest, less cash payments related to capital
improvements and cash payments related to corporate capital expenditures.We
define Adjusted Funds From Operations Per Share as Adjusted Funds From
Operations divided by the diluted weighted average common shares outstanding.

Our management believes that Funds From Operations, Adjusted Funds From
Operations and Adjusted Funds From Operations Per Diluted Share are useful in
evaluating the Company's performance and provide investors and financial
analysts a better understanding of the Company's core operating results.Our
presentations of these measures may not be comparable to similarly titled
measures used by other companies. See "Calculation of Projected Adjusted Funds
From Operations and Per Share Guidance" below, which provides reconciliations
of each of these measures to the most directly comparable GAAP measure.

Forward Looking Statements

This press release contains forward-looking statements, including the
statements regarding its consideration of an election to real estate
investment trust status; its ability to complete the REIT conversion effective
for the taxable year beginning January 1, 2014; its intention to distribute
accumulated earnings and profits to stockholders and make regular quarterly
distributions to stockholders in 2014; and its financial guidance for
2014.These statements are subject to risks and uncertainties that could cause
actual results to differ materially from those projected in these
forward-looking statements.These risks and uncertainties include, among
others:(1)that Lamar may fail to quality as a REIT effective for the taxable
year beginning January 1, 2014 or at all, and, if it does quality as a REIT,
it may be unable to maintain that qualification (2)legislative,
administrative, regulatory or other actions affecting REITs, including
positions taken by the IRS; (3)Lamar's significant indebtedness; (4)the
state of the economy and financial markets generally and the effect of the
broader economy on the demand for advertising; (5)the continued popularity of
outdoor advertising as an advertising medium; (6)Lamar's need for and ability
to obtain additional funding for operations, debt refinancing or acquisitions;
(7)the regulation of the outdoor advertising industry; (8)the integration of
any acquired companies and Lamar's ability to recognize cost savings or
operating efficiencies as a result of these acquisitions; and (9)the market
for Lamar's Class A common stock.For additional information regarding factors
that may cause actual results to differ materially from those indicated in our
forward-looking statements, we refer you to the risk factors included in Item
1A of our Annual Report on Form 10-K for the year ended December 31, 2013.We
caution investors not to place undue reliance on the forward-looking
statements contained in this document.These statements speak only as of the
date of this document, and we undertake no obligation to update or revise the
statements, except as may be required by law.

Lamar Advertising's decision to proceed with a REIT election remains subject
to the final approval of its board of directors.Although Lamar has received
its requested private letter ruling from the IRS, this does not guarantee that
Lamar will succeed in qualifying as a REIT and there is no certainty as to the
timing of a REIT election.Lamar may not ultimately pursue a conversion to a
REIT, and it can provide no assurance that a REIT conversion, if completed,
will be successfully implemented or achieve the intended benefits.

Additional Information

Lamar Advertising expects to reorganize its operations in connection with the
proposed REIT conversion and as part of this reorganization it plans to effect
a merger with and into a wholly owned subsidiary of Lamar Advertising, which
will be called Lamar Advertising REIT Company.Lamar Advertising will file a
proxy statement to be used in connection with the stockholder vote on this
merger.That proxy statement will be contained in a registration statement on
Form S-4 to be filed by Lamar Advertising REIT Company, and both companies
will file other relevant documents concerning the proposed merger transaction
with the Securities and Exchange Commission (SEC).INVESTORS ARE URGED TO READ
THE FORM S-4 AND PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER.You will be able to obtain documents free of charge at the
website maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Lamar free of charge by contacting Secretary,
5321 Corporate Blvd., Baton Rouge, LA 70808.

Lamar Advertising, its directors and executive officers and certain other
members of management and employees may be deemed to be participants in the
solicitation of proxies from Lamar Advertising's stockholders in connection
with the merger.Information regarding the persons who may, under the rules of
the SEC, be considered participants in the solicitation of proxies in
connection with the merger will be included in the Form S-4 and proxy
statement when they become available.Information about the directors and
executive officers of Lamar Advertising and their ownership of Lamar
Advertising stock is set forth in the proxy statement for Lamar's 2013 Annual
Meeting of Stockholders.Investors may obtain additional information regarding
the interests of such participants by reading the Form S-4 and proxy statement
for the merger when they become available.

Investors should read the Form S-4 and proxy statement carefully when they
become available before making any voting or investment decisions.

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval.

Calculation of Projected Adjusted Funds From Operations and Per Share Guidance

                                                       For the Year Ended
                                                        December 31, 2014
                                                       Low End of High End of
                                                        Guidance   Guidance
Net income                                              $268,731  $278,307
Real estate related depreciation and amortization       230,501    230,501
Losses from real estate                                 (4,000)    (4,000)
Adjustment for non-controlling interest                 1,000      1,000
Adjustment to eliminate non-cash tax effect of          (119,000)  (119,000)
conversion
                                                                 
Funds From Operations                                   $377,232  $386,808
                                                                 
Straight-line revenue                                   1,300      1,300
Straight-line expense                                   1,200      1,200
Stock-based compensation expense                        24,400     24,400
Non-cash tax expense (benefit)                          –          –
Non-real estate related depreciation and amortization   12,090     12,090
Amortization of deferred financing and debt issuance    4,405      4,405
costs
Loss on debt extinguishment                             20,754     20,754
Capitalized expenditures—maintenance                    (55,000)   (55,000)
Adjustment for non-controlling interest                 (1,000)    (1,000)
                                                                 
Adjusted Funds From Operations                          $385,381  $394,957
                                                                 
Divided by weighted average diluted shares outstanding  95,670     95,670
Adjusted Funds From Operations Per Share                $4.03     $4.13

CONTACT: Keith A. Istre
         Chief Financial Officer
         (225) 926-1000
         KI@lamar.com
 
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