Lamar Advertising (LAMR) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

Lamar Advertising Company and Subsidiaries

Lamar Media Corp.

Unaudited Pro Forma Condensed Combined Financial Statements

The following unaudited pro forma combined financial statements are based on the historical consolidated financial statements of Lamar Advertising (“Lamar”) and the historical financial statements of Vista Media Group, Inc. (“Vista”), which Lamar acquired on May 16, 2008, for the year ended December 31, 2007 and the three months ended March 31, 2008. The unaudited pro forma combined financial statements should be read in conjunction with Lamar’s audited consolidated financial statements and related notes for the year ended December 31, 2007 included in Lamar’s Annual Report on Form 10-K for the year ended December 31, 2007 and Lamar’s unaudited condensed consolidated financial statements and related notes for the three months ended March 31, 2008 included in Lamar’s Quarterly Report on Form 10-Q for the period ended March 31, 2008.

The unaudited pro forma combined financial statements give effect to the acquisition of Vista as if the acquisition had occurred on January 1, 2007, in the case of the unaudited pro forma combined statements of income and at March 31, 2008 in the case of the unaudited pro forma combined balance sheet. The acquisition of Vista has been accounted for as a purchase in conformity with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The total cost of the acquisition has been allocated to the preliminary estimates of assets acquired and liabilities assumed based on their respective estimated fair values as of May 16, 2008. The excess of purchase price over the preliminary fair values of the net assets acquired has been allocated to goodwill. The preliminary allocation of the purchase price is subject to the final purchase price allocation and the resulting effect on income from operations may differ from the pro forma amounts included in this Current Report on Form 8-K/A. The unaudited pro forma combined financial statements presented below do not reflect any anticipated operating efficiencies or cost savings from the integration of the Vista business into Lamar’s business.

The unaudited pro forma combined financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions Lamar’s management believes are reasonable, but are subject to change. Lamar has made, in the opinion of management, all adjustments that are necessary to present fairly the unaudited pro forma combined financial information. The unaudited pro forma combined financial statements do not purport to represent what Lamar’s results of operations or financial position actually would have been had the acquisition occurred on the dates indicated of to project Lamar’s financial position as of any future date or results of operations for any future period.

LAMAR ADVERTISING COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
DECEMBER 31, 2007
(dollars in thousands, except per share data)

	LAMAR			VISTA			PROFORMA			PROFORMA
	HISTORICAL			HISTORICAL			ADJUSTMENTS			COMBINED
Net revenues	$	1,209,555		$	37,234		$	—		$	1,246,789
Operating expenses (income)
Direct advertising expenses		408,397			26,653			—			435,050
General and administrative expenses		210,793			6,775			—			217,568
Corporate expenses		59,597			1,729			—			61,326
Depreciation and amortization		306,879			23,095			(17,706	)[3][1][2]		312,268
Gain on disposition of assets		(3,914	)		—			—			(3,914	)
Impairment charge		—			59,936			(59,936	)[6]		—
		981,752			118,188			(77,642	)		1,022,298
Operating income (loss)		227,803			(80,954	)		77,642			224,491
Other expense (income)
Gain on disposition of/return on investment		(15,448	)		—			—			(15,448	)
Interest income		(2,598	)		—			—			(2,598	)
Interest expense		162,447			—			3,563	[4]		166,010
		144,401			—			3,563			147,964
Income (loss) before income tax expense		83,402			(80,954	)		74,079			76,527
Income tax expense (benefit)		37,185			(423	)		(2,642	)[5]		34,120
Net income (loss)		46,217			(80,531	)		76,721			42,407
Preferred stock dividends		365			—			—			365
Net income (loss) applicable to common stock	$	45,852		$	(80,531	)	$	76,721		$	42,042
Earnings per share:
Basic earnings (loss) per share	$	0.47			—			—		$	0.43
Diluted earnings (loss) per share	$	0.47			—			—		$	0.43
Weighted average common shares used in computing earnings per share:
Weighted average common shares outstanding		96,779,009			—			—			96,779,009
Weighted average common shares diluted		97,553,907			—			—			97,553,907

LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2008
(dollars in thousands, except per share data)

	LAMAR		VISTA			PROFORMA			PROFORMA
	HISTORICAL		HISTORICAL			ADJUSTMENTS			COMBINED
ASSETS
Cash and cash equivalents	$	18,861	$	48		$	(4,752	)[13]	$	14,157
Net receivables		147,820		10,965			—			158,785
Deferred income tax assets		8,227		—			—			8,227
Other current assets		88,261		3,036			1,769	[14]		93,066
Total current assets		263,169		14,049			(2,983	)		274,235
Property plant and equipment, net		1,549,268		42,963			2,962	[7][16]		1,595,193
Goodwill		1,387,412		1,138			11,057	[15]		1,399,607
Intangible assets		810,744		33,842			(9,482	)[8]		835,104
Deferred financing costs		28,085		—			—			28,085
Other assets		47,621		676			—			48,297
Total assets	$	4,086,299	$	92,668		$	1,554		$	4,180,521
LIABILITIES AND STOCKHOLDERS EQUITY
Current maturities of long-term debt	$	32,017	$	—		$	—		$	32,017
Other current liabilities		66,559		4,767			2,100	[17]		73,426
Deferred income		26,837		1,543			—			28,380
Total current liabilities		125,413		6,310			2,100			133,823
Long term debt		2,781,466		—			100,000	[10]		2,881,466
Deferred tax liabilities		131,677		—			(19,073	)[12]		112,604
Other liabilities		171,396		304,697			(299,812	)[9][16]		176,281
Total liabilities		3,209,952		311,007			(216,785	)		3,304,174
Stockholders’ equity		876,347		(218,339	)		218,339	[11]		876,347
Total liabilities and stockholders’ equity	$	4,086,299	$	92,668		$	1,554		$	4,180,521

LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
MARCH 31, 2008
(dollars in thousands, except per share data)

	LAMAR			VISTA			PROFORMA			PROFORMA
	HISTORICAL			HISTORICAL			ADJUSTMENTS			COMBINED
Net revenues	$	282,776		$	8,945		$	—		$	291,721
Operating expenses (income)
Direct advertising expenses		104,787			7,823			—			112,610
General and administrative expenses		51,987			2,400			—			54,387
Corporate expenses		13,197			349			—			13,546
Depreciation and amortization		77,693			5,274			(3,927	)[3][1][2]		79,040
Gain on disposition of assets		(943	)		—			—			(943	)
		246,721			15,846			(3,927	)		258,640
Operating income (loss)		36,055			(6,901	)		3,927			33,081
Other expense (income)
Gain on disposition of/return on investment		(1,533	)		—			—			(1,533	)
Interest income		(449	)		—			—			(449	)
Interest expense		40,768			—			888	[4]		41,656
		38,786			—			888			39,674
(Loss) income before income tax expense		(2,731	)		(6,901	)		3,039			(6,593	)
Income tax (benefit) expense		(1,197	)		—			(1,693	)[5]		(2,890	)
Net (loss) income		(1,534	)		(6,901	)		4,732			(3,703	)
Preferred stock dividends		91			—			—			91
Net (loss) income applicable to common stock	$	(1,625	)	$	(6,901	)	$	4,732		$	(3,794	)
Earnings per share:
Basic (loss) earnings per share	$	(0.02	)		—			—		$	(0.04	)
Diluted (loss) earnings per share	$	(0.02	)		—			—		$	(0.04	)
Weighted average common shares used in computing earnings per share:
Weighted average common shares outstanding		93,429,973			—			—			93,429,973
Weighted average common shares diluted		93,682,468			—			—			93,682,468

Notes to the Condensed Consolidated Unaudited Pro Forma Income Statement
(dollars in thousands)

		3/31/08			12/31/07
[1]	To record depreciation and accretion related to the asset retirement obligation as if the acquisition had taken place at the beginning of the period.	$	362		$	1,448
[2]	To eliminate historical depreciation and amortization in Vista Media Group’s consolidated financial statement.	$	(5,274	)	$	(23,095	)
[3]	To record amortization and depreciation due to the application of purchase accounting. Depreciation and amortization are calculated using accelerated and straight line methods over the estimated useful lives of the assets generally from 7-15 years.	$	985		$	3,941
[4]	To record interest expense on the $100 million borrowed to finance the acquisition, using an interest rate of 3.56%. (A difference of .125% in the rate of interest would have changed income by $31 and $125 for the three months ended March 31, 2008 and year ended December 31, 2007.)	$	888		$	3,563
[5]	To record tax effect on pro forma statements for the proforma net income (loss) before taxes using Lamar’s effective tax rate of 43.8% and 44.6% for the three months ending March 31, 2008 and year ended December 31, 2007, respectively.	$	(1,693	)	$	(2,642	)
[6]	To eliminate expense in Vista Media Group’s consolidated financial statement related to impairment charges that would not have existed had the transaction taken place at the beginning of the year.	$	—		$	(59,936	)
For purposes of determining the pro forma effect of the Vista Media Group acquisition on the Company’s unaudited Condensed Consolidated Balance Sheet as of March 31, 2008, the following adjustments have been made:
[7]	To record the decrease in property, plant and equipment resulting from the allocation of the purchase price for the Stock Purchase.	$	(1,572	)
[8]	To record the decrease in intangibles resulting from the allocation of the purchase price for the Stock Purchase.	$	(9,482	)
[9]	To eliminate Vista Media Group payable to Parent Company.	$	(304,346	)
[10]	To record the increase in debt related to financing the Stock Purchase.	$	100,000
[11]	To eliminate Vista Media Group’s historical stockholder’s deficit as a result of the Stock Purchase.	$	218,339
[12]	To record the increase in deferred tax asset created as a result of the application of purchase accounting.	$	19,073
[13]	To record the net effect in cash as a result of the Stock Purchase.	$	(4,752	)
[14]	To record the receivable resulting from preliminary working capital calculations.	$	1,769
[15]	To record net goodwill resulting from the allocation of the purchase price.	$	11,057
[16]	To record an estimate for the Asset Retirement Obligation as of purchase date.	$	4,534
[17]	To record the increase in accrued expenses resulting from working capital calculations.	$	2,100