UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________
Commission File Number: 0-21737
Zimmerman Sign Company
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(Exact name of registrant as specified in its charter)
TEXAS 75-0864498
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(State of Incorporation) (I.R.S. Employer
Identification No.)
9846 HIGHWAY 31 EAST, TYLER, TEXAS 75705
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(Address of principal executive offices) (Zip Code)
(903) 535-7400
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
1,269,549 SHARES OF COMMON STOCK, $0.01 PAR VALUE
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Common Stock Outstanding as of July 30, 2000
<PAGE>
ZIMMERMAN SIGN COMPANY
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
---------------------------------- --------
Item 1. Financial Statements (Unaudited)
Balance Sheets as of June 30, 2000 and December 31, 1999 1
Statements of Operations for the three and six
months ended June 30, 2000 and 1999 2
Statements of Cash Flows for the six months
ended June 30, 2000 and 1999 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Item 3. Quantitative and Qualitative Disclosure about Market Risk 8
PART II - OTHER INFORMATION
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 9
Exhibit Index 10
<PAGE>
<TABLE>
<CAPTION>
ZIMMERMAN SIGN COMPANY
Balance Sheets
June 30, 2000 and December 31, 1999
(Unaudited)
2000 1999
------------ ------------
<S> <C> <C>
Assets
------
Current assets:
Cash $ 120,636 $ 113,914
Accounts receivable, net of allowance for doubtful accounts
of $100,000 in 2000 and 1999 8,716,737 10,139,711
Inventories 14,376,132 16,081,386
Prepaids and other current assets 478,945 147,828
Deferred tax assets 570,671 529,911
------------ ------------
Total current assets 24,263,121 27,012,750
------------ ------------
Property, plant and equipment, net 3,316,970 3,353,990
Other assets 181,038 234,140
------------ ------------
$27,761,129 $30,600,880
============ ============
Liabilities and Stockholders' Deficit
-------------------------------------
Current liabilities:
Current installments of long-term debt $ 1,219,000 $ 1,219,000
Accounts payable 5,457,811 6,179,551
Accrued expenses 1,070,410 1,610,358
Income taxes payable - 81,228
Customer deposits 1,015,415 789,452
------------ ------------
Total current liabilities 8,762,636 9,879,589
------------ ------------
Deferred tax liability 65,170 40,318
Long-term debt, excluding current installments:
Bank debt 16,538,445 18,083,695
Subordinated notes 3,939,324 3,933,546
------------ ------------
Total long-term debt 20,477,769 22,017,241
------------ ------------
Redeemable preferred stock:
8% Series A, $.01 par value, redemption value of
$5,250,000; 52,500 shares authorized, issued and
outstanding 4,649,911 4,601,904
6% Series B, $.01 par value, redemption value of $700,000;
7,000 shares authorized, issued and outstanding 700,000 700,000
6% Series C, $.01 par value, redemption value of $625,000;
6,250 shares authorized, issued and outstanding 625,000 625,000
------------ ------------
Total redeemable preferred stock 5,974,911 5,926,904
------------ ------------
Stockholders' deficit:
Common stock, $.01 par value. Authorized 15,000,000
shares; issued 1,854,692 shares; outstanding 1,269,549
shares 18,547 18,547
Additional paid in capital 430,640 478,647
Accumulated deficit (5,920,544) (5,712,366)
Treasury stock, at cost, 585,143 common shares (2,048,000) (2,048,000)
------------ ------------
Total stockholders' deficit (7,519,357) (7,263,172)
------------ ------------
$27,761,129 $30,600,880
============ ============
</TABLE>
See accompanying notes to financial statements.
1
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<TABLE>
<CAPTION>
ZIMMERMAN SIGN COMPANY
Statements of Operations
Three and Six Months Ended June 30, 2000 and 1999
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2000 1999 2000 1999
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net sales $11,562,145 $13,893,163 $23,570,413 $25,899,062
Cost of goods sold 9,622,596 11,102,580 19,448,193 20,652,117
------------ ----------- ------------ -----------
Gross profit 1,939,549 2,790,583 4,122,220 5,246,945
Selling, general and administrative
expenses 1,289,025 1,469,674 2,842,601 2,948,567
Interest expense, net 568,781 578,451 1,138,874 1,162,393
------------ ----------- ------------ -----------
Income before income taxes 81,743 742,458 140,745 1,135,985
Income taxes 65,911 273,357 99,172 421,184
------------ ----------- ------------ -----------
Net income 15,832 469,101 41,573 714,801
Preferred stock dividends and
accretion 148,879 171,793 297,757 295,797
------------ ----------- ------------ -----------
Net income (loss) applicable to
common stock $ (133,047) $ 297,308 $ (256,184) $ 419,004
============ =========== ============ ===========
Basic and diluted net income (loss)
per common share $ (0.10) $ 0.23 $ (0.20) $ 0.33
============ =========== ============ ===========
</TABLE>
See accompanying notes to financial statements.
2
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<TABLE>
<CAPTION>
ZIMMERMAN SIGN COMPANY
Statements of Cash Flows
Six Months Ended June 30, 2000 and 1999
(Unaudited)
2000 1999
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 41,573 $ 714,801
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 240,894 287,261
Provision for losses on accounts receivable - 12,328
Deferred income tax (benefit) expense (15,908) 28,780
Changes in operating assets and liabilities:
Accounts receivable 1,422,974 (156,012)
Inventories 1,705,254 (558,014)
Prepaids and other current assets (331,117) (277,584)
Other assets 24,022 45,337
Accounts payable and accrued expenses (1,342,917) 490,236
Customer deposits 225,963 670,974
------------ -----------
Net cash provided by operating activities 1,970,738 1,258,107
------------ -----------
Cash flows used in investing activities - purchases of property, plant
and equipment (169,016) (440,682)
------------ -----------
Cash flows from financing activities:
Net borrowings (payments) on revolving line of credit (875,000) 500,000
Principal payments on long-term debt (670,250) (466,038)
Dividends paid (249,750) (247,789)
Purchase of treasury stock - (723,000)
------------ -----------
Net cash used in financing activities (1,795,000) (936,827)
------------ -----------
Net increases (decreases) in cash 6,722 (119,402)
Cash at beginning of period 113,914 126,339
------------ -----------
Cash at end of period $ 120,636 $ 6,937
============ ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
ZIMMERMAN SIGN COMPANY
Notes to Financial Statements
June 30, 2000
(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 June 30, 2000 and for the three and six months ended June
30, 2000 and 1999 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 1999 Annual Report to Stockholders. The
results of operations for the period ended June 30, 2000 are not
necessarily indicative of the operating results for the full year.
2. Long-Term Debt
Long-term debt consists of the following at June 30, 2000 and December 31,
1999:
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<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%
(9.75% to 9.45% at June 30, 2000) $14,050,000 $14,925,000
Secured term notes payable to a bank, due between October
1, 2002, and October 1, 2005, monthly payments of
101,583 plus interest at prime plus .25% to 1.5%
or LIBOR plus 2.75% to 4.0% (9.75% to 10.73% at
June 30, 2000) 3,707,445 4,377,695
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 $60,676 at June
30, 2000 and $66,454 at December 31, 1999 3,939,324 3,933,546
----------- -----------
21,696,769 23,236,241
Less current installments 1,219,000 1,219,000
----------- -----------
$20,477,769 $22,017,241
=========== ===========
</TABLE>
At June 30, 2000, the Company was not in compliance with one of the financial
covenants in the subordinated notes purchase agreement. The Company obtained a
waiver from the noteholders for this instance of noncompliance. Although there
can be no assurance of future compliance, the Company believes that it will
comply with all financial covenants for subsequent quarterly measurement
periods. Should the Company not be able to comply with these covenants, an event
of default could occur under which, in accordance with the terms of the
subordinated notes purchase agreement, the purchasers could require immediate
repayment of the notes plus accrued interest. In these circumstances, cross
defaults could occur making substantially all of the Company's other long-term
debt due. If the notes were to be accelerated, the Company cannot be certain
that its assets would be sufficient to repay in full the notes and its other
debt that could be accelerated. If such events were to occur, the Company would
4
<PAGE>
seek additional debt or equity financing; however, there can be no assurance
that such financing would be available or if available, on terms acceptable to
the Company.
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.
Shares used in calculating basic and diluted net income (loss) per share
are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding 1,269,549 1,269,549 1,269,549 1,269,549
Dilutive securities - common stock options - 2,988 - 3,978
--------- --------- --------- ---------
Weighted average common and potentially dilutive
shares outstanding 1,269,549 1,272,547 1,269,549 1,273,527
========= ========= ========= =========
</TABLE>
Stock options and warrants totaling 1,003,338 shares and 916,059 shares
were excluded from the three months ended June 30, 2000 and 1999 and six
months ended June 30, 2000 and 1999 net income (loss) per share
calculations, respectively, as they were antidilutive.
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 30,921 options which have not yet been
granted) and warrants would be 2,308,808.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the attached
unaudited financial statements and notes thereto, and with the Company's Annual
Report on Form 10-K for the year ended December 31, 1999, including audited
financial statements and notes thereto for the year ended December 31, 1999.
The Company's net sales for the three-month period ended June 30, 2000 decreased
$2,331,000 or 16.8% to $11,562,000 from $13,893,000 for the same period last
year. Net sales for the six months ended June 30, 2000 decreased $2,329,000 or
9.0% to $23,570,000 compared to $25,899,000 for the same period in 1999. The net
sales decreases are due primarily to decreased sales to petroleum and
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convenience, financial services and retail customers offset partially by
increased sales to automotive customers. The decreased sales to these customers
is due largely to slowing purchases of old style products as new images are
being implemented but have not yet begun shipment in a significant way.
The Company's gross profit margin for the three months ended June 30, 2000
decreased to 16.8% from 20.1% for the same period in 1999. For the six months
ended June 30, 2000 the gross profit percentage decreased to 17.5% from 20.3% in
1999. The decrease for the three and six month periods is primarily due to
higher direct manufacturing costs, including a larger portion of sales related
to subcontracted installation efforts, which have a lower direct contribution
margin, along with increased costs related to several large health insurance
claims for plant personnel.
Selling, general and administrative expenses were $1,289,000 or 11.1% of net
sales for the quarter ended June 30, 2000 compared to $1,470,000 or 10.6% of
net sales for the same period in the prior year. For the six months ended June
30, 2000, selling, general and administrative expenses decreased $106,000 to
$2,843,000 and were 12.1% as a percentage of net sales compared to $2,949,000
and 11.4% for the six months ended June 30, 1999. The decrease for the three and
six month periods is primarily the result of lower selling costs and lower
depreciation and amortization being partially offset by higher payroll and
related costs and property tax increases.
Interest expense decreased slightly to $569,000 for the three-month period ended
June 30, 2000 from $578,000 for the same period in the prior year. Interest
expense for the six months ended June 30, 2000 decreased slightly to $1,139,000
from $1,162,000 for the six months ended June 30, 2000. The decrease was due
primarily to lower borrowings partially offset by higher interim rates under the
Company's revolving line of credit for both the three month and six month
periods.
Income before income taxes decreased $660,000 to $82,000 for the three month
period ended June 30, 2000 compared to $742,000 for the same period in the prior
year. Income before income taxes for the six months ended June 30, 2000
decreased $995,000 to $141,000 from $1,136,000 for the same period in 1999.
Decreased income before income taxes in both periods resulted primarily from
lower sales volume and higher direct cost of sales, as noted above.
Liquidity and Capital Resources
Operating working capital (defined as accounts receivable plus inventories, less
accounts payable, including accrued expenses, income taxes payable and customer
deposits) decreased $2,012,000 to $15,549,000 at June 30, 2000 from $17,561,000
at December 31, 1999. The decrease in operating working capital resulted from
reductions in accounts receivable and inventory, which were partially offset by
decreases in accounts payable and accrued expenses. Net cash of $1,971,000 was
provided by operating activities for the six months ended June 30, 2000 compared
to $1,258,000 for the six months ended June 30, 1999. Decreased accounts
receivable and inventory were the primary sources of cash provided by operating
activities, which were partially offset by decreases in accounts payable and
accrued expenses.
Investing activities used $169,000 for the first six months of 2000 as a result
of net property and equipment purchases. Financing activities used $1,795,000 as
a result of preferred dividends and net repayments of debt.
At June 30, 2000, the Company was not in compliance with one of the financial
covenants in the subordinated notes purchase agreement. The Company obtained a
waiver from the noteholders for this instance of noncompliance. Although there
can be no assurance of future compliance, the Company believes that it will
comply with all financial covenants for subsequent quarterly measurement
periods. Should the Company not be able to comply with these covenants, an event
of default could occur under which, in accordance with the terms of the
subordinated notes purchase agreement, the purchasers could require immediate
6
<PAGE>
repayment of the notes plus accrued interest. In these circumstances, cross
defaults could occur making substantially all of the Company's other long-term
debt due. If the notes were to be accelerated, the Company cannot be certain
that its assets would be sufficient to repay in full the notes and its other
debt that could be accelerated. If such events were to occur, the Company would
seek additional debt or equity financing; however, there can be no assurance
that such financing would be available or if available, on terms acceptable to
the Company.
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 2000.
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.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
on Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities" that impacts the Company's accounting
treatment and/or its disclosure obligations. The statement establishes
accounting and reporting standards for derivative instruments, including
derivative instruments embedded in other contracts, and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The statement, as amended by SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133," is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The adoption of SFAS No. 133 is not expected to
have a material impact on the Company, which will adopt the provisions of SFAS
No. 133 in the first quarter of fiscal year 2001.
In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation - an Interpretation of APB Opinion No.
25" ("FIN 44"). Among other issues, this interpretation clarifies the definition
of employee for purposes of applying APB Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25"), the criteria for determining whether a plan
qualifies as a non-compensatory plan, the accounting consequence of various
modifications to the terms of previously fixed stock options or awards, and the
accounting for an exchange of stock compensation awards in a business
combination. This Interpretation is effective July 1, 2000, but certain
conclusions in this Interpretation cover specific events that occurred after
either December 15, 1998, or January 12, 2000. Management believes that FIN 44
will not have a material effect on the financial position or the results of
operations of the Company upon adoption.
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
7
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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.
The Company does not intend to and undertakes no obligation to update any
forward-looking statements and information, but investors are advised to consult
previous and any future disclosures by the Company in its SEC Filings regarding
important factors that could cause actual results to differ from expected or
historical results. It is not possible to foresee or identify all such factors
and, as such, investors should not consider any list of such factors to be an
exhaustive statement of all risks, uncertainties or potentially inaccurate
assumptions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The principal market risk (i.e. the risk of loss arising from adverse changes in
market rates and prices) to which the Company is exposed is interest rates on
its outstanding debt. At June 30, 2000, the Company has $17.8 million of debt
outstanding under its senior credit facilities which provide for interest to be
charged at the prime rate plus a margin of 0.25% to 1.5% or at a LIBOR rate plus
a margin of 2.75% to 4.0%. Based on the Company's level of outstanding debt, a
1.0% change in the interest rate would result in a $0.2 million annual change in
interest expense. The Company does not own nor is it obligated for other
significant debt or equity securities that would be affected by fluctuations in
market risk.
The Company has limited involvement with derivative financial instruments and
uses them to manage well-defined interest rate risks. Interest rate collar
agreements are used to reduce the potential impact of fluctuations in interest
rates on floating-rate long-term debt. At June 30, 2000, the Company has a
one-year interest rate collar agreement for notional amounts aggregating
$15,000,000.
8
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PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 19,
2000. The following proposals were voted upon and approved at the
Annual Meeting:
(1) Election of Directors for a term to be completed at the
Annual Meeting of Shareholders in 2001 or until their
respective successors are duly elected and qualified.
Votes Votes
Cast For Withheld
----------- --------
David E. Anderson 1,032,385 4,638
Tom E. Boner 1,032,385 4,638
Carl A. Goldman 1,008,992 28,031
Andrea P. Joselit 1,032,327 4,696
Robert F. Perille 1,009,202 27,821
(2) Ratification of the selection of KPMG LLP as the Company's
auditors for the 2000 fiscal year.
Votes Votes Votes
Cast For Against Abstaining
----------- ----------- ----------
1,035,657 109 1,257
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
June 30, 2000.
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 August 7, 2000.
ZIMMERMAN SIGN COMPANY
Registrant
/s/Jeffrey P. Johnson
-----------------------------------------------------
Vice President, Chief Financial Officer
(Authorized Officer and Principal Financial Officer)
9
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EXHIBIT INDEX
All of the following exhibits are being or have heretofore been filed with the
Commission and are incorporated herein by reference:
Exhibit No. Title
------------ -----
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)
10.9 Share Option Purchase Agreement, dated as of September 30, 1998, by and
between Zimmerman Sign Company and certain shareholders. (1)
10.10Purchase Agreement, dated as of September 30, 1998, by and between
Zimmerman Sign Company and David E. Anderson. (1)
10.11Letter Agreement, dated as of September 30, 1998, by and between Zimmerman
Sign Company and certain shareholders. (1)
10.12Form 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)
10.13Form 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)
--------------
(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).
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