<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 March 31, 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 April 30, 1999
<PAGE>
ZIMMERMAN SIGN COMPANY
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE NO.
<S> <C>
Item 1. Financial Statements
Balance Sheets as of March 31, 1999 and December 31, 1998 ................. 1
Statements of Operations for the three months ended March 31, 1999
and 1998 .............................................................. 2
Statements of Cash Flows for the three months ended March 31, 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 2. Changes in Securities and Use of Proceeds ...................................... 8
Item 6. Exhibits and Reports on Form 8-K ............................................... 9
Signatures ................................................................ 9
Exhibit Index ............................................................. 10
</TABLE>
<PAGE>
ZIMMERMAN SIGN COMPANY
Balance Sheets
March 31, 1999 and December 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 23,428 $ 126,339
Accounts receivable, net of allowance for doubtful accounts
of $112,420 in 1999 and $100,000 in 1998 9,861,749 10,190,998
Inventories 17,595,966 16,771,487
Prepaids and other current assets 347,676 198,083
Deferred tax assets 660,284 618,927
------------ ------------
Total current assets 28,489,103 27,905,834
------------ ------------
Property, plant and equipment, net 3,005,630 2,957,926
Other assets 367,773 431,678
Deferred tax assets 1,051 11,148
------------ ------------
$ 31,863,557 $ 31,306,586
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current installments of long-term debt $ 1,167,000 $ 1,167,000
Accounts payable 6,755,912 6,607,601
Accrued expenses 1,535,752 1,806,837
Income taxes payable 188,163 262,070
Customer deposits 1,051,103 381,289
------------ ------------
Total current liabilities 10,697,930 10,224,797
------------ ------------
Long-term debt, excluding current installments:
Bank debt 19,971,750 19,313,500
Subordinated notes 3,924,878 3,921,988
------------ ------------
Total long-term debt 23,896,628 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 4,529,893 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 and outstanding in 1999
and 1998 18,547 18,547
Treasury stock, at cost, 585,143 shares in 1999 (2,048,000) -
Additional paid in capital 550,658 574,662
Accumulated deficit (7,107,099) (7,252,797)
------------ ------------
Total stockholders' deficit (8,585,894) (6,659,588)
------------ ------------
$ 31,863,557 $ 31,306,586
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to financial statements
1
<PAGE>
ZIMMERMAN SIGN COMPANY
Statements of Operations
Three Months Ended March 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Net sales $12,005,898 $10,827,260
Cost of goods sold 9,549,537 8,611,776
----------- -----------
Gross Profit 2,456,361 2,215,484
Selling, general and administrative expenses 1,494,506 1,329,836
Interest expense, net 583,941 589,585
----------- -----------
Income before federal income taxes 377,914 296,063
Federal income taxes 132,214 103,375
----------- -----------
Net income 245,700 192,688
Preferred stock dividend and accretion 124,004 -
----------- -----------
Net income applicable to common stock $121,696 $192,688
----------- -----------
----------- -----------
Basic and diluted net income per common share $0.10 $0.10
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
ZIMMERMAN SIGN COMPANY
Statements of Cash Flows
Three Months Ended March 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 245,700 $ 192,688
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 149,560 179,992
Provision for losses on accounts receivable 12,420 13,060
Deferred income tax benefit (31,260) (45,310)
Changes in operating assets and liabilities:
Accounts receivable 316,829 854,112
Inventories (824,479) (378,007)
Prepaids and other current assets (149,593) (72,373)
Other assets 36,778 33,417
Accounts payable and accrued expenses (196,681) 287,888
Customer deposits 669,814 (125,265)
----------- -----------
Net cash provided by operating activities 229,088 940,202
----------- -----------
Cash flows used in investing activities - purchases of property,
plant and equipment (167,249) (11,706)
----------- -----------
Cash flows from financing activities:
Net borrowings (payments) on revolving line of credit 950,000 (625,000)
Principal payments on long-term debt (291,750) (411,000)
Dividends paid (100,000) -
Purchase of treasury stock (723,000) -
----------- -----------
Net cash used in financing activities (164,750) (1,036,000)
----------- -----------
Net decreases in cash (102,911) (107,504)
Cash at beginning of period 126,339 129,678
----------- -----------
Cash at end of period $ 23,428 $ 22,174
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
ZIMMERMAN SIGN COMPANY
Notes to Financial Statements
March 31, 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 March 31, 1999 and for the three months ended March 31,
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 period ended March 31, 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 March 31, 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%
(8.0% to 8.5% at March 31, 1999) $16,125,000 $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% (8.0% to 9.25% at
March 31, 1999) 5,013,750 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 $75,122 at March 31, 1999 and $78,012 at December 31, 1998 3,924,878 3,921,988
----------- -----------
25,063,628 24,402,488
Less current installments 1,167,000 1,167,000
----------- -----------
$23,896,628 $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
4
<PAGE>
for the difference between carrying value and liquidation preference.
Shares used in calculating basic and diluted net income per share are as
follows for the three months ended March 31, 1999 and 1998.
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Weighted average common shares outstanding 1,269,549 1,854,692
Dilutive securities - common stock options 4,936 9,343
--------- ---------
Weighted average common and potentially dilutive shares
outstanding 1,274,485 1,864,035
--------- ---------
--------- ---------
</TABLE>
Stock options and warrants totaling 917,339 were excluded from the 1999 net
income per share calculation 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 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 March 31, 1999
increased $1,179,000 or 10.9% to $12,006,000 from $10,827,000 for the same
period last year. The net sales increases are due primarily to increased sales
to financial services and convenience store customers.
The Company's gross profit margin for the three months ended March 31, 1999
remained at 20.5% compared to the same period in 1998, with improved direct
manufacturing costs being offset by somewhat higher factory overhead expenses.
Selling, general and administrative expenses were $1,495,000 or 12.4% of net
sales for the quarter ended March 31, 1999 compared to $1,330,000 or 12.3% of
net sales for the same period in the prior year. The slight increase as a
percentage of net sales for the period is primarily the result of higher
administrative
5
<PAGE>
expenses related to office payroll and related costs, travel expenses,
property and casualty insurance costs and costs related to being a public
company.
Interest expense decreased to $584,000 for the three-month period ended March
31, 1999 from $590,000 for the same period in the prior year. This small
decrease was primarily the result of a lower average debt balance in the first
three months of 1999.
Income before federal income taxes increased $82,000 to $378,000 for the three
month period ended March 31, 1999 compared to $296,000 for the same period in
the prior year. This increase resulted primarily from higher sales volume, 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) decreased
$52,000 to $18,115,000 at March 31, 1999 from $18,167,000 at December 31, 1998.
The decrease in operating working capital resulted almost entirely from
decreased accounts receivable and increased customer deposits being partially
offset by increased inventories and decreased accrued expenses. Net cash of
$229,000 was provided by operating activities for the three months ended March
31, 1999 compared to $940,000 for the three months ended March 31, 1998.
Decreases in net receivables along with an increase in customer deposits were
the primary sources of cash, which were partially offset by increases in
inventory and prepaids, and decreases in accrued expenses.
Investing activities used $167,000 for the first three months of 1999 as a
result of property and equipment purchases. Financing activities used $165,000
as a result of increased net borrowings under the Company's line of credit being
offset by the Company's purchase of 585,143 shares of the Company's common
stock, the preferred dividend and repayments of bank term loans.
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.
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.
6
<PAGE>
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. This statement is
effective for financial statements for fiscal years beginning after June 15,
1999. 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 2000.
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 is currently conducting a review of all PCs, HVAC,
plant equipment and similar systems and is in the process of upgrading such
equipment to be Year 2000 compliant, as necessary. The Company does not expect
future costs to address its internal Year 2000 matters to exceed $100,000.
Because the Company's products are not date sensitive, the Company does not
believe that they will be affected by the Year 2000 issue.
Further, the Company has requested from all of its suppliers, and has received
from approximately 85% of its suppliers, written questionnaires and assurances
that they are taking the necessary measures to avoid any significant disruptions
from Year 2000 noncompliance. The Company is continuing its efforts to identify
any exposures from failure of any significant supplier to provide goods or
services required by the Company.
The Company anticipates being fully Year 2000 compliant in all of its
information systems by June 30, 1999. Although the Company is committed to a
successful and timely Year 2000 conversion and funds are dedicated and available
for this project, no assurance can be given that it will be 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 most of its
suppliers, as noted above, and intends to continue canvassing critical
suppliers concerning the compliance of their systems. 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.
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.
PART II
OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds:
(b) In connection with the Securities Purchase Agreement on September 30,
1998, the Company created three series of Preferred Stock (Series A,
Series B and Series C), all of which rank senior to the Company's
Common Stock with respect to dividend rights and rights upon
liquidation, winding up and dissolution.
The holders of Series A Preferred Stock are entitled to designate two
directors to serve on the board of directors of the Company at all
times, with such directors to be elected by holders of a majority of
the Series A Preferred Stock. In addition, the Company and certain
shareholders, including all of the holders of Series A Preferred
Stock, entered into a Stockholders Agreement dated as of September 30,
1998, pursuant to which the shareholders agreed to vote their shares
so that the following individuals would be elected to the board of
directors: (i) two representatives designated by the Bank of America
shareholders (in lieu of and only to the extent that the holders of
Series A Preferred Stock have failed to designate two
8
<PAGE>
representatives or the Bank of America shareholders do not hold a
majority of the Series A Preferred Stock); (ii) two members of the
Company's management designated by the officers party to the
Stockholders Agreement; and (iii) an outside director designated by
the officers party to the Stockholders Agreement and acceptable to
the Bank of America shareholders.
Upon the occurrence of an Event of Noncompliance as defined in the
Certificate of Designation of Preferred Stock, Series A, which
includes an event of default under the Securities Purchase Agreement,
the parties to the Stockholders Agreement have agreed to cause the
removal from the board of directors of one of the representatives
designated pursuant to (ii), above, and to elect to the board of
directors a replacement representative designated by the Bank of
America shareholders.
(c) On September 30, 1998, the Company entered into the Securities
Purchase Agreement, pursuant to which it sold to a banking institution
and members of Company management 52,500 shares of Series A Preferred
Stock and 12% Senior Subordinated Notes in the aggregate amount of $4
million and Stock Purchase Warrants initially exercisable for
1,197,194 shares of Common Stock (of which warrants exercisable to
purchase 343,655 shares of common stock were cancelled upon the
completion of the capital stock transaction as described in Note 4 of
the financial statements) in exchange for aggregate consideration of
$9.25 million. The sale was a private transaction exempt from
registration under section 4(2) of the Securities Act of 1933.
Each Stock Purchase Warrant grants the right to purchase shares of
Common Stock at the exercise price of $3.79 per share and is
exercisable in whole or in part at the holder's option at any time
during the period after the date of issuance to and including the
later of (i) September 30, 2008, and (ii) the 90th day following the
redemption in full of all outstanding Series A Preferred Stock,
whether by prepayment, at maturity or otherwise.
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 March 31,
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 May 7, 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 & 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
<PAGE>
<CAPTION>
Exhibit
Number Title
- ------- -----
<S> <C>
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)
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 MARCH
31, 1999 BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 23,428
<SECURITIES> 0
<RECEIVABLES> 9,974,169
<ALLOWANCES> 112,420
<INVENTORY> 17,595,966
<CURRENT-ASSETS> 28,489,103
<PP&E> 8,308,322
<DEPRECIATION> 5,302,692
<TOTAL-ASSETS> 31,863,557
<CURRENT-LIABILITIES> 10,697,930
<BONDS> 23,896,628
5,854,893
0
<COMMON> 18,547
<OTHER-SE> (8,604,441)
<TOTAL-LIABILITY-AND-EQUITY> 31,863,557
<SALES> 12,005,898
<TOTAL-REVENUES> 12,005,898
<CGS> 9,549,537
<TOTAL-COSTS> 11,044,043
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 583,941
<INCOME-PRETAX> 377,914
<INCOME-TAX> 132,214
<INCOME-CONTINUING> 245,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 245,700
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>
