<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Period Ended September 30, 1999
Commission File Number: 0-21737
Zimmerman Sign Company
------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
TEXAS 75-0864498
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
9846 HIGHWAY 31 EAST, TYLER, TEXAS 75705
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (903) 535-7400
NOT APPLICABLE
- --------------------------------------------------------------------------------
Former name, former address and fiscal year, if changed since last report.
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 .
--- ---
1,269,549 SHARES OF COMMON STOCK, $0.01 PAR VALUE
- --------------------------------------------------------------------------------
Common Stock Outstanding as of November 1, 1999
<PAGE>
ZIMMERMAN SIGN COMPANY
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE NO.
<S> <C>
Item 1. Financial Statements (Unaudited)
Balance Sheets as of September 30, 1999 and December 31, 1998 ................ 1
Statements of Operations for the three and nine months ended
September 30, 1999 and 1998 .............................................. 2
Statements of Cash Flows for the nine months ended September 30,
1999 and 1998 ............................................................ 3
Notes to Financial Statements ................................................ 4
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition .................................................. 5
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K .................................................. 9
Signatures ................................................................... 9
Exhibit Index ................................................................ 10
</TABLE>
<PAGE>
ZIMMERMAN SIGN COMPANY
Balance Sheets
September 30, 1999 and December 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
Assets ------------ ------------
------
<S> <C> <C>
Current assets:
Cash $ 3,251 $ 126,339
Accounts receivable, net of allowance for doubtful accounts
of $112,328 in 1999 and $100,000 in 1998 11,214,673 10,190,998
Inventories 16,586,996 16,771,487
Prepaids and other current assets 209,467 198,083
Deferred tax assets 535,299 618,927
------------ ------------
Total current assets 28,549,686 27,905,834
------------ ------------
Property, plant and equipment, net 3,293,598 2,957,926
Other assets 320,120 431,678
Deferred tax assets -- 11,148
------------ ------------
$ 32,163,404 $ 31,306,586
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current installments of long-term debt $ 1,167,000 $ 1,167,000
Accounts payable 6,984,378 6,607,601
Accrued expenses 1,687,732 1,806,837
Income taxes payable 164,533 262,070
Customer deposits 934,311 381,289
------------ ------------
Total current liabilities 10,937,954 10,224,797
------------ ------------
Long-term debt, excluding current installments:
Bank debt 19,113,212 19,313,500
Subordinated notes 3,930,656 3,921,988
------------ ------------
Total long-term debt 23,043,868 23,235,488
------------ ------------
Redeemable preferred stock, 8% Series A, $.01 par value,
Redemption value of $5,250,000. Authorized 52,500
shares; 52,500 shares issued and outstanding 4,577,900 4,505,889
Redeemable preferred stock, 6% Series B, $.01 par value,
Redemption value of $700,000. Authorized 7,000 shares;
7,000 shares issued and outstanding 700,000 --
Redeemable preferred stock, 6% Series C, $.01 par value,
Redemption value of $625,000. Authorized 6,250 shares;
6,250 shares issued and outstanding 625,000 --
Stockholders' deficit:
Common stock, $.01 par value. Authorized 15,000,000 shares;
1,854,692 shares issued 18,547 18,547
Treasury stock, at cost, 585,143 common shares in 1999 (2,048,000) --
Additional paid in capital 502,651 574,662
Accumulated deficit (6,194,516) (7,252,797)
------------ ------------
Total stockholders' deficit (7,721,318) (6,659,588)
------------ ------------
$ 32,163,404 $ 31,306,586
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
ZIMMERMAN SIGN COMPANY
Statements of Operations
Three and Nine Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- ------------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 14,737,834 $ 11,859,278 $ 40,636,896 $ 35,327,230
Cost of goods sold 11,734,816 9,385,859 32,386,933 27,923,994
------------ ------------ ------------ ------------
Gross profit 3,003,018 2,473,419 8,249,963 7,403,236
Selling, general and administrative
expenses 1,342,566 1,456,192 4,326,130 4,304,229
Interest expense, net 566,889 553,010 1,729,282 1,716,362
------------ ------------ ------------ ------------
Income before income taxes and
Extraordinary item 1,093,563 464,217 2,194,551 1,382,645
Federal income taxes 377,417 151,281 763,604 471,991
------------ ------------ ------------ ------------
Income before extraordinary item 716,146 312,936 1,430,947 910,654
Extraordinary item-debt restructure
(net of income tax benefit of
$35,120) - (369,007) - (369,007)
------------ ------------ ------------ ------------
Net income (loss) 716,146 (56,071) 1,430,947 541,647
Preferred stock dividend and accretion 148,879 - 444,676 -
------------ ------------ ------------ ------------
Net income (loss) applicable to
common stock $ 567,267 $ (56,071) $ 986,271 $ 541,647
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Basic and diluted net income (loss) per common share:
Income before extraordinary item $ 0.45 $ 0.17 $ 0.78 $ 0.49
Extraordinary item - (0.20) - (0.20)
------------ ------------ ------------ ------------
Net income (loss) $ 0.45 $ (0.03) $ 0.78 $ 0.29
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
ZIMMERMAN SIGN COMPANY
Statements of Cash Flows
Nine Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 1,430,947 $ 541,647
Adjustments to reconcile net income to net cash provided by
operating activities:
Extraordinary item - 369,007
Depreciation and amortization 437,006 520,836
Provision for losses on accounts receivable 12,328 40,638
Deferred income tax benefit 94,776 (45,284)
Changes in operating assets and liabilities:
Accounts receivable (1,036,003) 2,019,905
Inventories 184,491 (1,372,165)
Prepaids and other current assets (11,384) (158,605)
Other assets 53,890 (276,015)
Accounts payable and accrued expenses 160,135 613,350
Customer deposits 553,022 (642,413)
------------ ------------
Net cash provided by operating activities 1,879,208 1,610,901
------------ ------------
Cash flows used in investing activities - purchases of property, plant
and equipment (706,344) (375,231)
------------ ------------
Cash flows from financing activities:
Net borrowings on revolving line of credit 350,000 75,000
Principal payments on long-term debt (550,288) (4,830,000)
Proceeds from issuance of long-term debt - 5,500,000
Proceeds from issuance of preferred stock and related warrants - 5,250,000
Issuance costs related to preferred stock - (202,168)
Proceeds from issuance of subordinated debt and related warrants - 4,000,000
Issuance costs related to subordinated debt - (154,032)
Dividends paid (372,664) (1,000,000)
Principal payment of subordinated debt - (10,000,000)
Purchase of treasury stock (723,000) -
------------ ------------
Net cash used in financing activities (1,295,952) (1,361,200)
------------ ------------
Net decreases in cash (123,088) (125,530)
Cash at beginning of period 126,339 129,678
------------ ------------
Cash at end of period $ 3,251 $ 4,148
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
ZIMMERMAN SIGN COMPANY
Notes to Financial Statements
September 30, 1999
(Unaudited)
1. Basis of Presentation
The accompanying financial statements have been prepared by Zimmerman
Sign Company (the Company), without audit. In the opinion of
management, all adjustments (which consist only of normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and changes in cash flows at September 30, 1999
and for the three and nine months ended September 30, 1999 and 1998
have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These financial
statements should be read in conjunction with the financial statements
and notes thereto included in the Company's 1998 Annual Report to
Stockholders. The results of operations for the periods ended September
30, 1999 are not necessarily indicative of the operating results for
the full year.
2. Long-Term Debt
Long-term debt consists of the following at September 30, 1999 and
December 31, 1998:
<TABLE>
<CAPTION>
1999 1998
----------- ------------
<S> <C> <C>
Revolving line of credit with a bank, due September 30, 2001, monthly
interest at prime plus .25% or LIBOR plus 2.75%
(8.50% to 8.27% at September 30, 1999) $15,525,000 $15,175,000
Secured term notes payable to a bank, due between October 1, 2002, and
October 1, 2005, monthly payments of $97,250 plus interest at prime
plus .25% to 1.5% or LIBOR plus 2.75% to 4.0% (8.50% to 9.44% at
September 30, 1999) 4,755,212 5,305,500
Subordinated notes, $4,000,000 principal amount, due September 30,
2005, interest payable quarterly at 12%, quarterly payments of
principal of $500,000 due beginning September 30, 2003, net of
discount of $69,344 at September 30, 1999 and $78,012 at
December 31, 1998 3,930,656 3,921,988
----------- ------------
24,210,868 24,402,488
Less current installments 1,167,000 1,167,000
----------- ------------
$23,043,868 $23,235,488
----------- ------------
----------- ------------
</TABLE>
3. Net Income Per Share
Basic earnings per share (EPS) is computed by dividing income available
to common stockholders by the weighted-average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution
that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in earnings of the entity.
Income applicable to common stock gives effect to preferred stock
dividends and accretion of preferred stock for the difference between
carrying value and liquidation preference.
4
<PAGE>
Shares used in calculating basic and diluted net income per share are
as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- ----------------------------
1999 1998 1999 1998
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding 1,269,549 1,854,692 1,269,549 1,854,692
Dilutive securities - common stock options - 10,447 2,008 9,895
---------- --------- --------- ---------
Weighted average common and potentially dilutive
shares outstanding 1,269,549 1,865,139 1,271,557 1,864,587
---------- --------- --------- ---------
---------- --------- --------- ---------
</TABLE>
Stock options and warrants totaling 1,003,338 and 916,059 were excluded
from the three months ended September 30, 1999 and nine months ended
September 30,1999 net income per share calculations, respectively, as
they were antidilutive. There were no antidilutive options or warrants
during 1998.
4. Capital Stock Transactions
During January 1999, the Company purchased 357,143 shares of its common
stock from its largest stockholder at a cost of $625,000 in cash and
6,250 shares of the Company's 6% Series C Preferred Stock, which has a
liquidation and redemption value of $625,000. Additionally, the Company
purchased 228,000 shares of its common stock from an officer of the
Company at a cost of $98,000 in cash and 7,000 shares of the Company's
6% Series B Preferred Stock, which has a liquidation and redemption
value of $700,000. The Series B and Series C Preferred Stock are
subordinate to the Company's Series A Preferred Stock. The Company had
1,269,549 shares of common stock outstanding immediately following the
above stock purchases. In connection with the above transactions, the
Company cancelled 343,655 of its outstanding warrants. Common shares
outstanding assuming exercise of the outstanding options (including
35,921 options which have not yet been granted) and warrants would be
2,308,808.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE ATTACHED
UNAUDITED FINANCIAL STATEMENTS AND NOTES THERETO, AND WITH ZIMMERMAN SIGN
COMPANY'S (THE COMPANY) ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1998, INCLUDING AUDITED FINANCIAL STATEMENTS AND NOTES THERETO FOR THE YEAR
ENDED DECEMBER 31, 1998.
The Company's net sales for the three-month period ended September 30, 1999
increased $2,879,000 or 24.3% to $14,738,000 from $11,859,000 for the same
period last year. Net sales for the nine months ended September 30, 1999
increased $5,310,000 or 15.0% to $40,637,000 compared to $35,327,000 for the
same period in 1998. The net sales increases are due primarily to increased
sales to financial services and automotive customers.
The Company's gross profit margin for the three months ended September 30, 1999
decreased to 20.4% from 20.9% for the same period in 1998. For the nine months
ended September 30, 1999 the gross profit percentage decreased to 20.3% from
21.0% in 1998. The decrease for the three and nine month periods is primarily
due to higher factory overhead expenses along with slightly higher direct
manufacturing costs.
5
<PAGE>
Selling, general and administrative expenses were $1,343,000 or 9.1% of net
sales for the quarter ended September 30, 1999 compared to $1,456,000 or 12.3%
of net sales for the same period in the prior year. For the nine months ended
September 30, 1999, selling, general and administrative expenses increased
$22,000 to $4,326,000 and were 10.7% as a percentage of net sales compared to
$4,304,000 and 12.2% for the nine months ended September 30, 1998. The decrease
as a percentage of sales for the three and nine month periods is primarily the
result of payroll and related costs, travel expenses, property tax and
insurances increasing at a slower rate than that of sales. Such costs were
partially offset by lower depreciation and amortization.
Interest expense increased slightly to $567,000 for the three-month period ended
September 30, 1999 from $553,000 for the same period in the prior year. Interest
expense for the nine months ended September 30, 1999 increased slightly to
$1,729,000 from $1,716,000 for the nine months ended September 30, 1998. The
increase was due primarily to slightly higher borrowings and higher borrowing
rates under the Company's revolving line of credit for both the three month and
nine month periods.
Income before income taxes increased $630,000 to $1,094,000 for the three month
period ended September 30, 1999 compared to $464,000 for the same period in the
prior year. Income before income taxes for the nine months ended September 30,
1999 increased $812,000 to $2,195,000 from $1,383,000 for the same period in
1998. Increased income before income taxes in both periods resulted primarily
from higher sales volume and lower selling, general and administrative expenses
as a percentage of sales, as noted above.
LIQUIDITY AND CAPITAL RESOURCES
Operating working capital (defined as accounts receivable plus inventories, less
accounts payable, including accrued expenses and customer deposits) increased
$28,000 to $18,195,000 at September 30, 1999 from $18,167,000 at December 31,
1998. Net cash of $1,879,000 was provided by operating activities for the nine
months ended September 30, 1999 compared to $1,611,000 for the nine months ended
September 30, 1998. Increases in customer deposits along with an increase in
accounts payable and a decrease in inventories were the primary sources of cash
provided by operating activities, which were offset by increases in accounts
receivable.
Investing activities used $706,000 for the first nine months of 1999 as a result
of net property and equipment purchases. Financing activities used $1,296,000 as
a result of the purchase of Company common stock, preferred dividends and net
repayments of debt.
The Company's future capital expenditures will relate principally to the
acquisition of new machinery and equipment designed to increase productivity and
factory efficiency. The Company believes its cash generated from operations and
funds available under the senior credit facilities are sufficient for its
planned requirements during 1999.
During January 1999, the Company purchased 357,143 shares of its common stock
from its largest stockholder at a cost of $625,000 in cash and 6,250 shares of
the Company's 6% Series C Preferred Stock, which has a liquidation and
redemption value of $625,000 and is mandatorily redeemable on September 30,
2008. Additionally, the Company purchased 228,000 shares of its common stock
from an officer of the Company at a cost of $98,000 in cash and 7,000 shares of
the Company's 6% Series B Preferred Stock, which has a liquidation and
redemption value of $700,000 and is mandatorily redeemable on September 30,
2008. The Company had 1,269,549 shares of common stock outstanding immediately
following the above stock purchases. In connection with the above transactions,
the Company cancelled 343,655 of its outstanding warrants to purchase the
Company's common stock.
6
<PAGE>
SEASONALITY
The Company's sales exhibit limited seasonality, with sales in the first quarter
generally being the lowest of the four calendar quarters. First quarter sales
tend to be relatively lower because of weather constraints which may restrict
customers' construction activities and may reduce their sign purchases.
NEW ACCOUNTING STANDARDS
The Company is assessing the reporting and disclosure requirements of Statement
of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement establishes accounting and
reporting standards for derivative instruments and hedging activities. This
statement requires that all derivatives be recognized as either assets or
liabilities in the balance sheet and measured at fair value. The accounting for
changes in fair value of a derivative (that is, gains and losses) depends on the
intended use of the derivative and resulting designation. This statement amends
and supersedes a number of existing SFAS's, and nullifies or modifies a number
of the consensuses reached by the Emerging Issues Task Force. As amended by SFAS
No. 137, this statement is effective for financial statements for fiscal years
beginning after June 15, 2000. At the present time, the Company has not
quantified the effect of adoption or the continuing impact of such adoption. The
Company will adopt the provisions of SFAS No. 133 in the first quarter of fiscal
year 2001.
YEAR 2000 CONSIDERATIONS
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any computer programs
that have date-sensitive software may recognize a date using 00 as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including among other things,
a temporary inability to process transactions, send invoices or engage in
similar normal business activities. To become Year 2000 compliant, the Company
has implemented a comprehensive study of its information technology systems.
Because many of its systems were outdated and no longer supported, ordinary
replacement with Year 2000 compliant systems has addressed most of the Company's
needs in those areas. However, the Company found it necessary to upgrade its
production scheduling and management software outside of the ordinary
replacement cycle to be Year 2000 compliant at a cost of approximately $50,000.
In addition, the Company has conducted a review of all PCs, HVAC, plant
equipment and similar systems and has upgraded such equipment to be Year 2000
compliant, as necessary.
Because the Company's products are not date sensitive, the Company does not
believe that they will be affected by the Year 2000 issue.
The Company believes itself to be fully Year 2000 compliant in all of its
information systems at this time. However, no assurance can be given that Year
2000 compliance has been fully and timely implemented. Failure of the Company's
equipment or software to operate properly with regard to the Year 2000 and
thereafter could require the Company to incur unanticipated expenses to remedy
any problems, which could have a material adverse effect on the Company's
business, operating results and financial condition. Furthermore, the purchasing
patterns of customers or potential customers may be affected by Year 2000 issues
if their systems malfunction or they expend significant resources to correct
their current systems for Year 2000 compliance. These expenditures may result in
reduced funds to purchase products and services
7
<PAGE>
such as those offered by the Company, which could have a material adverse effect
on the Company's business, operating results and financial condition. The
Company believes the least controllable and therefore most probable exposure
specifically related to its business would be the failure of a supplier to
timely provide goods or services required by the Company. The Company has
obtained assurances of Year 2000 compliance from its suppliers and, in addition,
the Company has in many instances sought to identify and qualify alternate
suppliers, where feasible. However, if notwithstanding these measures, the
Company does not receive required goods or services as a result of the failure
of one or more suppliers, such failure could have a material adverse effect upon
the Company's business, operating results and financial condition.
The Company has implemented several contingencies in the event that there is a
Year 2000 failure. In addition to qualifying alternate suppliers, as noted
above, the Company is working with its major suppliers to identify any possible
Year 2000 issues and resolve these prior to year-end. The Company believes its
current inventory levels for key raw materials are adequate to supply its
customer's needs. These materials can be used in the event of Year 2000
problems, or if none arise, they will be used in the normal course of business.
The Company has also identified certain key procedures which can be done
manually if computers fail to perform as required. These manual procedures will
decrease efficiency, but will allow the Company to continue to provide products
and services to its customers and to invoice and collect for these products and
services.
FORWARD-LOOKING INFORMATION
This report and other reports and statements filed by the Company from time to
time with the Securities and Exchange Commission (collectively, "SEC Filings")
contain or may contain certain forward-looking statements and information that
are based on beliefs of, and information currently available to, the Company's
management as well as estimates and assumptions made by the Company's
management. When used in SEC Filings, the words "anticipate," "believe,"
"estimate," "expect," "future," "intend," "plan" and similar expressions as they
relate to the Company or the Company's management, identify forward-looking
statements. Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks, uncertainties and
assumptions relating to the Company's operations and results of operations,
competitive factors and pricing pressures, shifts in market demand, the
performance and needs of the industries served by the Company, the costs for
product development and other risks and uncertainties, including, in addition to
any uncertainties specifically identified in the text surrounding such
statements, uncertainties with respect to changes or development in social,
economic, business, industry, market, legal and regulatory circumstances and
conditions and actions taken or omitted to be taken by third parties, including
the Company's shareholders, customers, suppliers, business partners,
competitors, and legislative, regulatory, judicial and other governmental
authorities and officials. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may vary significantly from those anticipated, believed, estimated,
expected, intended or planned.
8
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a) See Exhibit Index on page 10.
(b) No reports on Form 8-K were filed during the quarter ended
September 30, 1999.
SIGNATURES
Pursuant to the requirements 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, on November 5, 1999.
ZIMMERMAN SIGN COMPANY
Registrant
/s/Jeffrey P. Johnson
-------------------------------------------------------------
Vice President, Chief Financial Officer
(Authorized Officer and Principal Financial Officer)
9
<PAGE>
EXHIBIT INDEX
All of the following exhibits are being or have heretofore been filed with
the Commission and are incorporated herein by reference:
<TABLE>
<CAPTION>
Exhibit
Number Title
- ------- -----
<S> <C>
3.1 Amended and Restated Articles of Incorporation of Zimmerman Sign
Company. (1)
3.2 Amended and Restated Bylaws of Zimmerman Sign Company, amended and
restated as of September 29, 1998. (1)
4.1 Distribution Agreement, dated as of November 26, 1996, by and
between Zimmerman Sign Company and Independence Holding Company. (2)
4.2 Registration Rights Agreement, dated as of September 30, 1998, by
and between Zimmerman Sign Company, Continental Illinois Venture
Corporation, MIG Partners VIII and certain shareholders. (1)
4.3 Stockholders Agreement, dated as of September 30, 1998, by and
between Zimmerman Sign Company and certain shareholders. (1)
10.1 Second Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of September 30, 1998, by and between Zimmerman
Sign Company and Comerica Bank-Texas. (1)
10.2 Senior Subordinated Note, Preferred Stock and Warrant Purchase
Agreement, dated as of September 30, 1998, by and between Zimmerman
Sign Company, Continental Illinois Venture Corporation, MIG Partners
VIII and certain management purchasers. (1)
10.3 Stock Option Plan of Zimmerman Sign Company, dated as of December 1,
1996. (2)
10.4 Form of Amended and Restated Employment Agreement, dated December 1,
1996, by and between Zimmerman Sign Company and David E. Anderson.
(2)
10.5 Form of Amended and Restated Employment Agreement, dated December 1,
1996, by and between Zimmerman Sign Company and Tom E. Boner. (2)
10.6 Form of Amended and Restated Employment Agreement, dated December 1,
1996, by and between Zimmerman Sign Company and Michael W.
Coppinger. (2)
10.7 Form of Amended and Restated Employment Agreement, dated December 1,
1996, by and between Zimmerman Sign Company and Jeffrey P. Johnson.
(2)
10.8 Form of Amended and Restated Employment Agreement, dated December 1,
1996, by and between Zimmerman Sign Company and John T. Griggs. (2)
10.9 Share Option Purchase Agreement, dated as of September 30, 1998, by
and between Zimmerman Sign Company and certain shareholders. (1)
10.10 Purchase Agreement, dated as of September 30, 1998, by and between
Zimmerman Sign Company and David E. Anderson. (1)
10.11 Letter Agreement, dated as of September 30, 1998, by and between
Zimmerman Sign Company and certain shareholders. (1)
10.12 Form of 12% Senior Subordinated Note issued by Zimmerman Sign
Company in connection with the Senior Subordinated Note, Preferred
Stock and Warrant Purchase Agreement, dated as of September 30,
1998. (1)
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Title
- ------- -----
<S> <C>
10.13 Form of Stock Purchase Warrants issued by Zimmerman Sign Company in
connection with the Senior Subordinated Note, Preferred Stock and
Warrant Purchase Agreement, dated as of September 30, 1998. (1)
27.1 Financial Data Schedule.
99.1 Registration Statement on Form 10/A-2 filed by Zimmerman Sign
Company with the Securities and Exchange Commission and declared
effective on December 16, 1996. (3)
</TABLE>
- ----------------
(1) Previously filed as an exhibit to the Company's Form 10-Q for the quarter
ended September 30, 1998 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on
Form 10 (No. 000-21737) and incorporated herein by reference.
(3) Previously filed (No. 000-21737).
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1999 BALANCE SHEET AND INCOME STATEMENT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,251
<SECURITIES> 0
<RECEIVABLES> 11,327,001
<ALLOWANCES> 112,328
<INVENTORY> 16,586,996
<CURRENT-ASSETS> 28,549,686
<PP&E> 8,227,309
<DEPRECIATION> 4,933,711
<TOTAL-ASSETS> 32,163,404
<CURRENT-LIABILITIES> 10,937,954
<BONDS> 23,043,868
5,902,900
0
<COMMON> 18,547
<OTHER-SE> (7,739,865)
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<TOTAL-REVENUES> 40,636,896
<CGS> 32,386,933
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<INTEREST-EXPENSE> 1,729,282
<INCOME-PRETAX> 2,194,551
<INCOME-TAX> 763,604
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<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-BASIC> 0.78
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</TABLE>
