<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 1996
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Commission File No. 333-3338
MINNESOTA 41-1540241
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-------------------------
ADAMS OUTDOOR ADVERTISING, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 333-3338-01
MINNESOTA 41-154024
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1380 West Paces Ferry Road, N.W.
Suite 170, South Wing
Atlanta, Ga 30327
(Address of principal executive offices)
(404) 233-1366
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
None.
Securities Registered Pursuant to Section 12(g) of the Act:
10 3/4% Senior Notes Due 2006
Indicate by check mark whether the 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 NO X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. (Applicable only to Adams
Outdoor Advertising, Inc.)
Class Outstanding as of August 9, 1996
- ----- --------------------------------
Common Stock,
$.001 par value 10,000
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
ADAMS OUTDOOR ADVERTISING, INC.
Securities and Exchange Commission Form 10-Q
for the Second Quarter Ended June 30, 1996
<TABLE>
<CAPTION>
INDEX
Page Number
-----------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets of Adams Outdoor
Advertising Limited Partnership as
of June 30, 1996 and December 31, 1995
(unaudited)......................................... 1
Statements of Operations of
Adams Outdoor Advertising Limited Partnership
for the quarters and six months ended June 30, 1996
and June 30, 1995 (unaudited)....................... 2
Statements of Cash Flows of
Adams Outdoor Advertising Limited Partnership
for the six months ended June 30, 1996
and June 30, 1995 (unaudited)....................... 3
Notes to Interim Financial Statements of
Adams Outdoor Advertising Limited Partnership
(unaudited)......................................... 4
Balance Sheets of Adams Outdoor
Advertising, Inc. as of June 30, 1996 and
December 31, 1995 (unaudited)....................... 6
Statements of Operations of
Adams Outdoor Advertising, Inc. for the quarters
and six months ended June 30, 1996 and
June 30, 1995 (unaudited)........................... 7
Statements of Cash Flows of
Adams Outdoor Advertising, Inc. for the
six months ended June 30, 1996 and
June 30, 1995 (unaudited)........................... 8
Notes to Interim Financial Statements of
Adams Outdoor Advertising, Inc.
(Unaudited)......................................... 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................... 14
Item 2. Changes in Securities...................... 14
Item 3. Defaults Upon Senior Securities............ 14
Item 4. Submission of Matters to a Vote of Security
Holders.................................... 14
Item 5. Other Information.......................... 14
Item 6. Exhibits and Reports on Form 8-K........... 14
SIGNATURES....................................................... 15
</TABLE>
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1996 1995
------ -------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,914 $ 2,131
Accounts receivable, less allowance for doubtful accounts of
$689,727 and $546,123 at June 30, 1996 and December 31,
1995, respectively 6,655 5,324
Accounts receivable from related parties 187 172
Accounts receivable from employees 65 160
Inventories 207 208
Prepaid rent 1,707 1,535
Other prepaid expenses 1,230 1,284
-------- --------
Total current assets 11,965 10,814
Property, plant and equipment, net 31,026 31,371
Intangible assets, net 9,699 5,950
Other assets 71 76
-------- --------
$52,761 $ 48,211
======== ========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
------------------------------------------
Current liabilities:
Accounts payable 271 226
Interest payable 3,510 680
Interest payable to related parties 0 340
Accrued expenses and other 1,537 1,499
Current installments of long term debt 231 2,125
Deferred compensation 1,714 0
-------- --------
Total current liabilities 7,263 4,870
Long term debt, less current installments 108,799 90,598
Long term debt - related parties 0 14,719
Other liabilities 70 123
Deferred compensation 2,203 4,730
-------- --------
Total liabilities 118,335 115,040
Partners' equity (deficit):
General partners' deficit (66,574) (67,829)
Limited partners' equity 1,000 1,000
-------- --------
Total partners' deficit (65,574) (66,829)
-------- --------
Commitments and contingencies
$52,761 $ 48,211
======== ========
</TABLE>
See accompanying notes to unaudited interim financial statements.
1
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Gross Revenues $13,684 $12,655 $25,081 $23,186
Less agency commissions 1,421 1,259 2,438 2,266
------- ------- ------- -------
Net outdoor advertising revenue 12,263 11,396 22,643 20,920
Operating expenses:
Direct advertising expenses 5,505 5,255 10,977 10,511
Corporate general and administrative 478 284 945 541
Depreciation and amortization 1,444 1,390 2,891 2,777
Deferred compensation 150 364 400 1,516
------- ------- ------- -------
Total operating expenses 7,577 7,293 15,213 15,345
------- ------- ------- -------
Operating income 4,686 4,103 7,430 5,575
------- ------- ------- -------
Other expenses (income):
Interest expense 3,077 2,365 5,809 5,378
Interest expense - related parties 47 454 322 527
Other expenses (income), net (14) (18) (13) (20)
(Gain) loss on disposals of property, plant
and equipment, net (5) 0 (7) (8)
------- ------- ------- -------
Total other expenses 3,105 2,801 6,111 5,877
------- ------- ------- -------
Net income (loss) $ 1,581 $ 1,302 $ 1,319 $ (302)
======= ======= ======= =======
</TABLE>
See accompanying notes to unaudited interim financial statements.
2
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
--------- -------
<S> <C> <C>
Cash flows from operating activities:
Net Income (Loss) $ 1,319 $ (302)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Depreciation 2,771 2,661
Amortization of intangible assets 695 364
Deferred compensation expense 400 1,516
Payments of deferred compensation (1,213) (232)
Net barter loss 113 42
(Gain) loss on disposals of property, plant and
equipment, net (7) (8)
Changes in assets and liabilities:
Increase in accounts receivable, net (1,390) (1,146)
Decrease (increase) in inventories 1 (10)
Increase in prepaid rent and other prepaid expenses (118) (514)
Decrease (increase) in other assets 5 (3)
(Decrease) increase in accounts payable and accrued expenses 83 (218)
Increase in interest payable 2,489 (0)
Decrease in other liabilities (52) (188)
--------- -------
Net cash provided by operating activities 5,096 1,962
Cash flows from investing activities:
Additions to property, plant and equipment (2,427) (1,117)
Proceeds from sale of property, plant
and equipment 34 15
--------- -------
Net cash used in investing activities (2,393) (1,102)
Cash flows from financing activities:
Debt financing costs (4,444) (108)
Proceeds from Senior Notes 105,000 395
Payments on long-term debt (107,211) (1,278)
Advances on revolving line of credit 3,799 0
Distribution to investor (64)
--------- -------
Net cash used in financing activities (2,920) (991)
--------- -------
Net decrease in cash and cash equivalents (217) (131)
Cash and cash equivalents at beginning of period 2,131 1,722
--------- -------
Cash and cash equivalents at end of period $ 1,914 $ 1,591
========= =======
</TABLE>
See accompanying notes to unaudited interim financial statements.
3
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited financial statements included herein have been
prepared by Adams Outdoor Advertising Limited Partnership (the "Company") in
accordance with the instructions for Form 10-Q and therefore, do not include all
information and footnotes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles. All adjustments consist of normal recurring
accruals, which are necessary for a fair presentation of the information for the
periods described. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been considered or omitted pursuant to such rules and
regulations. Although the Company believes that the disclosures are adequate to
make the information presented not misleading, it is suggested that these
financial statements be read in conjunction with the Company's 1995 audited
financial statements and notes thereto.
(2) DEFERRED COMPENSATION
On March 31, 1995, the Chief Executive Officer and the Partnership mutually
terminated his participation in deferred compensation benefits under his phantom
stock agreement by agreeing to pay him $2,000,000 upon the refinancing of all of
the Partnership's outstanding debt obligations. The Partnership expensed
$787,550 as deferred compensation expense related to this transaction for the
quarter ended March 31, 1995. The Chief Executive Officer received $1,000,000
as a deferred compensation payout in June, 1996. As a result, deferred
compensation payable at June 30, 1996 and December 31, 1995 includes $1,000,000
and $2,000,000, respectively, related to this arrangement.
(3) REFINANCING
On March 12, 1996, the Company refinanced (the "Refinancing") its debt
structure by issuing $105 million of 10 3/4%, Senior Notes due 2006 ("Senior
Notes") under an Indenture (the "Indenture"), and entered into a $15 million
revolving line of credit (the "New Credit Facility"). Substantially all of the
assets of the Company are pledged to secure indebtedness of up to $15.0 million
(of which approximately $3.8 million was outstanding as of June 30, 1996) under
the New Credit Facility and, accordingly, the lenders
4
<PAGE>
(3) REFINANCING (CONTINUED)
thereunder will have a prior claim on those assets. Permitted borrowings under
the New Credit Facility are subject to various conditions. In addition, the
availability of borrowings are subject to compliance with certain financial
covenants. Scheduled reductions in the banks' commitments under the New Credit
Facility will commence in 1997. The agreement governing the New Credit Facility
contains a number of covenants that are more restrictive than those contained in
the Indenture, including covenants requiring the Company to maintain certain
financial ratios that become more restrictive over time. Adverse operating
results could cause noncompliance with one or more of these covenants, reducing
the Company's borrowing availability, and, in certain circumstances, entitling
the lenders to accelerate the maturity of outstanding borrowings.
5
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1996 1995
------ -------- ------------
<S> <C> <C>
Investment.............................. $ 40 $ 40
===== =====
STOCKHOLDER'S EQUITY
--------------------
Preferred stock, $0.001 par value
Authorized 800,000 shares; no
shares issued and outstanding.... $ -- $ --
Common stock, $0.001 par value
Authorized 200,000 shares; 10,000
shares issued and outstanding.... 100 100
Additional paid-in capital.............. 900 900
Common stock subscribed................. <960> <960>
----- -----
$ 40 $ 40
===== =====
</TABLE>
See accompanying notes to unaudited interim financial statements.
6
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
----------------- -----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C>
Revenues...................... $ -- $ -- $ -- $ --
-- -- -- --
Expenses...................... ---- ---- ---- ----
Net income (loss)............. $ -- $ -- $ -- $ --
==== ==== ===== ====
</TABLE>
See accompanying notes to unaudited interim financial statements
7
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities $ - $ -
Cash flows from investing activities..
Cash flows from financing activities.. - -
--- ---
Net change in cash.............. - -
Cash at beginning of period........... - -
--- ---
Cash at end of period................. === ===
</TABLE>
See accompanying notes to unaudited interim financial statements.
8
<PAGE>
NOTES TO INTERIM FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited financial statements included herein have been
prepared by Adams Outdoor Advertising, Inc. ("AOAI") in accordance with the
instructions for Form 10-Q and, therefore, do not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations, and cash flow in conformity with generally accepted accounting
principles. All adjustments consist of normal recurring accruals, which are
necessary for a fair presentation of the information for the periods described.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been considered or omitted pursuant to such rules and regulations.
Although AOAI believes that the disclosures are adequate to make the information
presented not misleading, it is suggested that these financial statements be
read in conjunction with AOAI's 1995 audited financial statements and notes
thereto.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Except for its interests and activities as managing general partner of Adams
Outdoor Advertising Limited Partnership (the "Company"), Adams Outdoor
Advertising, Inc. ("AOAI") has nominal assets and does not conduct any
operations. Accordingly, the following "Management's Discussion and Analysis of
Financial Condition and Results of Operations" relate to the Company and the
financial statements of the Company included in this filing.
RESULTS OF OPERATIONS
Quarter Ended June 30, 1996 Compared With Quarter Ended June 30, 1995
- ---------------------------------------------------------------------
Net revenues (gross revenues net of agency commissions) for the quarter ended
June 30, 1996 of $12.3 million increased by 7.6% from $11.4 million for the
comparable period in 1995. This increase resulted from higher advertising rates
and an increase in the number of displays sold.
Direct advertising expenses for the quarter ended June 30, 1996 of $5.5 million
increased by 4.8% from $5.3 million for the comparable period in 1995. The
increase was attributable to direct costs associated with increased sales from
new displays and an increase in sales commissions due to higher average rates.
Corporate, general and administrative expenses for the quarter ended June 30,
1996 of $478,000 increased by 68.3% from $284,000 for the comparable period in
1995. This increase was attributable to increased compensation, directors' fees
and travel expenses.
Depreciation and amortization for the quarter ended June 30, 1996 of $1.4
million increased by 3.9% from $1.4 million for the comparable period in 1995.
The depreciation increased as a result of additions to property, plant and
equipment during 1995 and early 1996.
Deferred compensation expense for the quarter ended June 30, 1996 of $150,000
decreased significantly from $364,000 for the comparable period in 1995
primarily due to the termination in March of 1995 of a deferred compensation
plan made with the Chief Executive Officer of the Company, by the terms of which
the Company agreed to pay a total of $2.0 million following consummation of the
refinancing of the Company's then outstanding long-term debt.
Interest expense for the quarter ended June 30, 1996 of $3.1 million increased
10.8% from $2.8 million for the comparable period in 1995. This increase was
due to a higher effective interest rate, which was only partially offset by a
lower level of outstanding debt. For the quarters ended June 30, 1996 and June
30, 1995, the effective interest rates were 10.72% and 9.4%, respectively, on
average outstanding balances of $112.5 million and $113.5 million, respectively.
Net income for the quarter ended June 30, 1996 increased to $1.6 million from
$1.3 million for the comparable period in 1995 as a result of the items
discussed above.
10
<PAGE>
Six months Ended June 30, 1996 Compared With Six Months Ended June 30, 1995
- ---------------------------------------------------------------------------
Net revenues (gross revenues net of agency commissions) for the six months ended
June 30, 1996 of $22.6 million increased by 8.2% from $20.9 million for the
comparable period in 1995. This increase resulted from higher advertising rates
and an increase in the number of displays sold.
Direct advertising expenses for the six months ended June 30, 1996 of $11.0
million increased by 4.4% from $10.5 million for the comparable period in 1995.
The increase was attributable to direct costs associated with increased sales
from new displays and an increase in sales commissions due to higher average
rates.
Corporate, general and administrative expenses for the six months ended June 30,
1996 of $945,000 increased by 74.7% from $541,000 for the comparable period in
1995. This increase was attributable to increased compensation, directors' fees
and travel expenses.
Depreciation and amortization for the six months ended June 30, 1996 of $2.9
million increased by 4.1% from $2.8 million for the comparable period in 1995
primarily as a result of additions to property, plant and equipment during 1995
and early 1996.
Deferred compensation expense for the six months ended June 30, 1996 of $400,000
decreased significantly from $1.5 million for the comparable period in 1995
primarily due to the termination in March of 1995 of a deferred compensation
plan made with the Chief Executive Officer of the Company, by the terms of which
the Company agreed to pay a total of $2.0 million following consummation of the
refinancing of the Company's then outstanding long-term debt.
Interest expense for the six months ended June 30, 1996 of $6.1 million
increased by 3.8% from $5.9 million for the comparable period in 1995. This
increase was due to a higher effective interest rate, which was only partially
offset by a lower level of outstanding debt. For the six months ended June 30,
1996 and June 30, 1995, the effective interest rates were 10.0% and 9.4%,
respectively, on average outstanding balances of $110.8 million and $113.6
million, respectively. In addition, amortization of loan costs are included in
interest expense.
Net income for the six months ended June 30, 1996 increased to $1.3 million from
a net loss of $302,000 for the comparable period in 1995 primarily as a result
of the items discussed above.
Operating Cash Flow is defined as operating income (loss) before (i)
depreciation and amortization expenses and (ii) deferred compensation expense.
As a partnership the Company is not subject to federal corporate income tax.
Operating Cash Flow is not intended to represent net cash provided by operating
activities as defined by generally accepted accounting principles and should not
be considered as an alternative to net income or loss as an indicator of the
Company's operating performance or to net cash provided by operating, investing
and financing activities as a measure of liquidity or ability to meet cash
needs. The Company believes Operating Cash Flow is a measure commonly reported
and widely used by analysts, investors and other interested parties in the media
industry. Accordingly, this information is disclosed herein to permit a more
complete
11
<PAGE>
comparative analysis of the Company's performance relative to other companies in
the media industry. Operating Cash Flow for the six months ended June 30, 1996
of $10.7 million increased by 8.6% from $9.9 million for the comparable period
in 1995. For the quarter ended June 30, 1996, Operating Cash Flow of $6.3
million increased 7.2% from $5.9 million for the comparable period in 1995.
These increases were directly attributable to the aforementioned increases in
net revenues coupled with only modest increases in total operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
On March 12, 1996 the Company, together with its managing general partner, AOAI,
privately placed $105,000,000 of their 10 3/4% Senior Notes due 2006 issued
under an indenture (the "Indenture") and entered into a new credit facility (the
"New Credit Facility") pursuant to which it may borrow up to $15 million on a
revolving basis (the "Refinancing").
The Company incurred substantial debt in connection with the acquisition of its
outdoor advertising businesses from 1983 to 1988. The acquisition debt was
restructured in 1992 to reduce interest rates, extend maturities and modify
financial covenants. As part of the Refinancing, substantially all of the
Company's outstanding debt was refinanced. As a result of the Refinancing, the
average maturities of the Company's debt at December 31, 1995 (without the
extension of the existing debt) were extended from one year to approximately
nine years.
Historically, the Company's cash needs have arisen from operating expenses
(primarily direct advertising expenses and corporate, general and administrative
expenses), debt service, capital expenditures and deferred compensation payments
under phantom stock agreements. As a result of the Refinancing, the Company's
interest expense will increase due to the higher weighted average interest rate.
The Company's primary sources of cash are net cash generated from operating
activities and borrowings under the New Credit Facility. The Company's net cash
provided from operations increased by 159.7% to $5.1 million for the six months
ended June 30, 1996 from $2.0 million for the six months ended June 30, 1995.
Under the Company's previous credit agreement which was repaid as part of the
Refinancing, excess cash (as defined) was required to be applied to reduce the
Company's indebtedness and capital expenditures were limited. The Company
reduced its debt by $5.8 million in 1995. The Company also made capital
expenditures, primarily for new billboard construction in existing markets, of
$2.3 million in 1995. The Company expects that its capital expenditures during
1996 will be approximately $3.7 million and will be primarily for new billboard
construction, the upgrading of existing displays and the research and
development of new advertising media. The Company made capital expenditures of
$2.4 million during the six months ended June 30, 1996 compared to $1.1 million
during the six months ended June 30, 1995.
At December 31, 1995, the Company's accrued liability for deferred compensation
payable under phantom stock agreements with key employees was $4.7 million in
the aggregate. The Company's previous debt agreements limited payments of
deferred compensation to no more than $250,000 per year. The New Credit Facility
and the Indenture permit the payment of the deferred compensation which was
12
<PAGE>
accrued at December 31, 1995. Such payments are scheduled to be paid during the
1996 through 2002 period. During the six months ended June 30, 1996, payments of
deferred compensation totaled $1.2 million.
The New Credit Facility is a revolving credit facility of up to $15.0 million.
At June 30, 1996, the outstanding borrowings under the New Credit Facility were
$3.8 million. Substantially all of the assets of the Company are pledged to
secure indebtedness under the New Credit Facility. Permitted borrowings under
the New Credit Facility are subject to various conditions, including the
attainment of certain performance measures by the Company. Scheduled reductions
in the lenders' commitments under the New Credit Facility will commence in 1997.
The agreement governing the New Credit Facility contains a number of covenants
that are more restrictive than those contained in the Indenture, including
covenants requiring the Company to maintain certain financial ratios that become
more restrictive over time. Adverse operating results could cause noncompliance
with one or more of these covenants, reducing the Company's borrowing
availability and, in certain circumstances, entitling the lenders to accelerate
the maturity of outstanding borrowings.
The Company believes that net cash provided from operations and available credit
under the New Credit Facility will be sufficient to meet its cash needs for its
current operations, required debt payments, anticipated capital expenditures and
the deferred compensation payments for the reasonably foreseeable future.
IMPACT OF INFLATION
Though increases in operating costs could adversely affect the Company's
operations, management does not believe that inflation has had a material effect
on operating profit during the past several years.
SEASONALITY
Although revenues during the first and fourth quarters are slightly lower than
the other quarters, management does not believe that seasonality has a
significant impact on the operations or cash flow of the Company.
Information contained in this 10-Q including, without limitation, in the
foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations may contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, which can be
identified by the use of forward-looking terminology as "may," "will," "would,"
"expect," "anticipate," "estimate," or "continue" or the negative thereof or
other variations thereon or comparable terminology. Certain factors, including
financial leverage, government regulation, competition and general economic
condition could cause actual results to differ materially from those in such
forward-looking statements.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the period covered by this Report, the constituent instruments
defining the rights of the holders of registered securities were not materially
modified, nor were the rights evidenced by the registered securities limited or
qualified by the issuance or modification of any other class of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
During the period covered by this Report, there has been no material
default with respect to any indebtedness of the Registrants.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
(27) Financial data schedule
(b) No reports on Form 8-K have been filed during the quarter for
which the report is filed.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 12, 1996 ADAMS OUTDOOR ADVERTISING
LIMITED PARTNERSHIP
By: Adams Outdoor Advertising, Inc.
Its General Partner
By: /s/ J. Kevin Gleason
----------------------------------
J. Kevin Gleason
President and Chief Executive Officer
By: /s/ Abe Levine
----------------------------------
Abe Levine
Chief Financial Officer
(Principal Financial and
Accounting Officer)
ADAMS OUTDOOR ADVERTISING, INC.
By: /s/ J. Kevin Gleason
----------------------------------
J. Kevin Gleason
President and Chief Executive Officer
By: /s/ Abe Levine
----------------------------------
Abe Levine
Chief Financial Officer
(Principal Financial and
Accounting Officer)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the Balance Sheet of Adams Outdoor Advertising Limited Partnership as of June
30, 1996 and the related Statements of Operations and Cash Flows and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001011977
<NAME> Adams Outdoor Advertising Limited Partnership
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,914
<SECURITIES> 0
<RECEIVABLES> 7,597
<ALLOWANCES> (690)
<INVENTORY> 207
<CURRENT-ASSETS> 11,965
<PP&E> 80,599
<DEPRECIATION> (49,573)
<TOTAL-ASSETS> 52,761
<CURRENT-LIABILITIES> 7,263
<BONDS> 108,799
<COMMON> 0
0
0
<OTHER-SE> (65,574)
<TOTAL-LIABILITY-AND-EQUITY> 52,761
<SALES> 0
<TOTAL-REVENUES> 22,643
<CGS> 0
<TOTAL-COSTS> 12,322
<OTHER-EXPENSES> 2,891
<LOSS-PROVISION> 140
<INTEREST-EXPENSE> 6,131
<INCOME-PRETAX> 1,319
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,319
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,319
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the Balance Sheet of Adams Outdoor Advertising, Inc. as of June 30, 1996 and the
related Statements of Operations and Cash Flows and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK> 0001011976
<NAME> Adams Outdoor Advertising, Inc.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 40
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 40
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 100
0
0
<OTHER-SE> 900
<TOTAL-LIABILITY-AND-EQUITY> 40
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
