<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
September 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 X NO
--- ---
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 November 11, 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 September 30, 1996
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets of Adams Outdoor
Advertising Limited Partnership as of
September 30, 1996 and December 31, 1995
(unaudited).......................................... 1
Statements of Operations of
Adams Outdoor Advertising Limited Partnership
for the quarters and nine months ended September 30,
1996 and September 30, 1995 (unaudited).............. 2
Statements of Cash Flows of
Adams Outdoor Advertising Limited Partnership
for the nine months ended September 30, 1996
and September 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 September 30, 1996 and
December 31, 1995 (unaudited)........................ 6
Statements of Operations of
Adams Outdoor Advertising, Inc. for the quarters
and nine months ended September 30, 1996 and
September 30, 1995 (unaudited)....................... 7
Statements of Cash Flows of
Adams Outdoor Advertising, Inc. for the
nine months ended September 30, 1996 and
September 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
<PAGE>
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
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $4,067 $2,131
Accounts receivable, less allowance for doubtful accounts of
$738,659 and $546,123 at September 30, 1996 and
December 31, 1995, respectively 6,434 5,324
Accounts receivable from related parties 196 172
Accounts receivable from employees 43 160
Inventories 203 208
Prepaid rent 1,814 1,535
Other prepaid expenses 837 1,284
------ ------
Total current assets 13,594 10,814
Property, plant and equipment, net 30,416 31,371
Intangible assets, net 9,803 5,950
Other assets 71 76
------ ------
$53,884 $48,211
======= =======
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
-----------------------------------------
Current liabilities:
Accounts payable 407 226
Interest payable 540 680
Interest payable to related parties 48 340
Accrued expenses and other 1,549 1,499
Current installments of long term debt 231 2,125
Deferred compensation 1,699 -
----- -----
Total current liabilities 4,474 4,870
Long term debt, less current installments 113,839 90,598
Long term debt - related parties - 14,719
Other liabilities 29 123
Deferred compensation 2,354 4,730
------- -------
Total liabilities 120,696 115,040
Partners' equity (deficit):
General partners' deficit (67,812) (67,829)
Limited partners' equity 1,000 1,000
------ ------
Total partners' deficit (66,812) (66,829)
Commitments and contingencies
------- -------
$53,884 $48,211
======= =======
</TABLE>
See accompanying notes to unaudited interim financial statements.
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
------- ------- ------- ------
<S> <C> <C> <C> <C>
Gross Revenues $13,590 $12,506 $38,671 $35,692
Less agency commissions 1,426 1,289 3,864 3,555
------- ------- ------- -------
Net outdoor advertising revenue 12,164 11,217 34,807 32,137
Operating expenses:
Direct advertising expenses 5,320 5,105 16,297 15,616
Corporate general and administrative 375 298 1,320 839
Depreciation and amortization 1,448 1,388 4,339 4,165
Deferred compensation 150 364 550 1,880
------- ------- ------- -------
Total operating expenses 7,293 7,155 22,506 22,500
------- ------- ------- -------
Operating income 4,871 4,062 12,301 9,637
------- ------- ------- -------
Other expenses (income):
Interest expense 3,026 2,261 8,835 7,639
Interest expense - related parties 22 455 344 982
Other expenses (income), net 3 51 (10) 31
Gain disposals of property, plant
and equipment, net (12) (20) (19) (28)
------ ------- ------- -------
Total other expenses 3,039 2,747 9,150 8,624
------ -------- ------- -------
Net income $1,832 $1,315 $3,151 $1,013
====== ====== ====== ======
</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>
Nine Months Ended
September 30,
1996 1995
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 3,151 $ 1,013
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 4,159 3,991
Amortization of intangible assets 645 526
Deferred compensation expense 550 1,880
Net barter loss 93 65
(Gain) loss on disposals of property, plant and
equipment, net (19) (28)
Changes in assets and liabilities:
Increase in accounts receivable, net (1,205) (1,398)
Decrease (increase) in inventories 61 (7)
(Increase) decrease in prepaid rent and other prepaid expenses 168 (318)
Decrease (increase) in other assets 5 (290)
Increase (decrease) in accounts payable and accrued expenses 231 (253)
Decrease in interest payable (432) (44)
Decrease in other liabilities (94) (119)
--------- -------
Net cash provided by operating activities 7,313 5,018
Cash flows from investing activities:
Additions to property, plant and equipment (3,184) (1,650)
Proceeds from sale of property, plant
and equipment 38 53
--------- -------
Net cash used in investing activities (3,146) (1,597)
Cash flows from financing activities:
Debt financing costs (4,498) (158)
Proceeds from Senior Notes 105,000 -
Payments on long-term debt, net (107,211) (3,237)
Advances on revolving line of credit 8,839 -
Payments of deferred compensation (1,227) (250)
Distribution to investor (3,134) -
--------- -------
Net cash used in financing activities (2,231) (3,645)
--------- -------
Net decrease in cash and cash equivalents 1,936 (224)
Cash and cash equivalents at beginning of period 2,131 1,722
--------- -------
Cash and cash equivalents at end of period $ 4,067 $ 1,498
========= =======
</TABLE>
See accompanying notes to unaudited interim financial statements.
3
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
SEPTEMBER 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 Company 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 Company's outstanding debt obligations. The Company 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 September 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 $8.8 million was outstanding as of September 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.
(4) ACQUISITION
On November 7, 1996 the Company acquired all of the Northeast Pennsylvania
assets of the Matthew Outdoor Advertising network for $8.25 million in cash.
The transaction will be accounted for using the purchase method of accounting
during the fourth quarter of 1996.
5
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
ASSETS -------------- ------------
------
<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 Nine Months Ended
September 30, September 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)
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------
1996 1995
------ ------
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................. $ -- $ --
==== ====
See accompanying notes to unaudited interim financial statements
8
<PAGE>
NOTES TO INTERIM FINANCIAL STATEMENTS
SEPTEMBER 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 September 30, 1996 Compared With Quarter Ended September 30, 1995
- -------------------------------------------------------------------------------
Net revenues (gross revenues net of agency commissions) for the quarter ended
September 30, 1996 of $12.2 million increased by 8.4% from $11.2 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 September 30, 1996 of $5.3
million increased by 4.2% from $5.1 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 September
30, 1996 of $375,000 increased by 25.8% from $298,000 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 September 30, 1996 of $1.4
million increased by 4.3% 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 September 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 September 30, 1996 of $3.0 million
increased 12.2% from $2.7 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 September
30, 1996 and September 30, 1995, the effective interest rates were 10.6% and
9.4%, respectively, on average outstanding balances of $110.5 million and $111.2
million, respectively.
Net income for the quarter ended September 30, 1996 increased to $1.8 million
from $1.3 million for the comparable period in 1995 as a result of the items
discussed above.
10
<PAGE>
Nine months Ended September 30, 1996 Compared With Nine months Ended September
- ------------------------------------------------------------------------------
30, 1995
- --------
Net revenues (gross revenues net of agency commissions) for the nine months
ended September 30, 1996 of $34.8 million increased by 8.3% from $32.1 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 nine months ended September 30, 1996 of
$16.3 million increased by 4.4% from $15.6 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 nine months ended
September 30, 1996 of $1.3 million increased by 57.3% from $839,000 for the
comparable period in 1995. This increase was attributable to increased
compensation, directors' fees and travel expenses.
Depreciation and amortization for the nine months ended September 30, 1996 of
$4.3 million increased by 4.2% from $4.2 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 nine months ended September 30, 1996 of
$550,000 decreased significantly from $1.9 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 nine months ended September 30, 1996 of $9.2 million
increased by 6.5% from $8.6 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 nine months ended
September 30, 1996 and September 30, 1995, the effective interest rates were
10.2% and 9.4%, respectively, on average outstanding balances of $110.7 million
and $112.8 million, respectively. In addition, amortization of loan costs are
included in interest expense.
Net income for the nine months ended September 30, 1996 increased to $3.2
million from $1.0 million 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
11
<PAGE>
industry. Accordingly, this information is disclosed herein to permit a more
complete comparative analysis of the Company's performance relative to other
companies in the media industry. Operating Cash Flow for the nine months ended
September 30, 1996 of $17.2 million increased by 9.6% from $15.7 million for the
comparable period in 1995. For the quarter ended September 30, 1996, Operating
Cash Flow of $6.5 million increased 11.3% from $5.8 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 45.7% to $7.3 million for the nine months
ended September 30, 1996 from $5.0 million for the nine months ended September
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
$3.2 million during the nine months ended September 30, 1996 compared to $1.7
million during the nine months ended September 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
12
<PAGE>
was accrued at December 31, 1995. Such payments are scheduled to be paid during
the 1996 through 2002 period. During the nine months ended September 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 September 30, 1996, the outstanding borrowings under the New Credit Facility
were $8.8 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 next twelve months.
IMPACT OF INFLATION
Through 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 with respect to zoning and
restrictions on outdoor advertising by the tobacco industry, 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: November 11, 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, INC. AS OF SEPTEMBER 30, 1996 AND THE
RELATED STATEMENTS OF OPERATIONS AND CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<CIK> 0001011976
<NAME> ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-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
0
0
<COMMON> 100
<OTHER-SE> (60)
<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>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET OF ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP AS OF SEPTEMBER 30, 1996
AND THE RELATED STATEMENTS OF OPERATIONS AND CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<CIK> 0001011977
<NAME> ADAMS OUTDOOR ADVERTISING, INC.
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,067
<SECURITIES> 0
<RECEIVABLES> 7,412
<ALLOWANCES> (739)
<INVENTORY> 203
<CURRENT-ASSETS> 13,593
<PP&E> 81,376
<DEPRECIATION> (50,960)
<TOTAL-ASSETS> 53,884
<CURRENT-LIABILITIES> 4,475
<BONDS> 113,839
0
0
<COMMON> 0
<OTHER-SE> (66,812)
<TOTAL-LIABILITY-AND-EQUITY> 53,884
<SALES> 12,164
<TOTAL-REVENUES> 12,164
<CGS> 0
<TOTAL-COSTS> 5,845
<OTHER-EXPENSES> 1,448
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,049
<INCOME-PRETAX> 1,832
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,832
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,832
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
