<PAGE>
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 MARCH 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 33-82582
UNIVERSAL OUTDOOR HOLDINGS, INC.
DELAWARE 36-3766705
---------------------------- ---------------------------------
(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
321 NORTH CLARK STREET, SUITE 1010, CHICAGO, ILLINOIS 60610
REGISTRANT'S TELEPHONE NUMBER: (312) 644-8673
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
------- -------
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK, $0.01
PAR VALUE, AS OF MARCH 31, 1996 WAS 437,500.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSES OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1996 AND MARCH 31, 1995
The Registrant conducts is business operations through its
wholly-owned subsidiary, Universal Outdoor, Inc. and its subsidiaries
(collectively, "Universal"). Unless otherwise indicated, references to the
Company in the following discussion refer to the consolidated operations of
the Registrant and Universal.
Net revenues increased 16.5% to $8.4 million during the first three
months of 1996 compared to $7.2 million in the corresponding 1995 period,
reflecting higher advertising rates and occupancy levels and inclusion for
the full quarter of revenues from the junior (8-sheet) posters (the "Eight
Sheets") acquired by Universal in March 1995 (the "March 1995
Acquisitions"). Overall net revenues from tobacco advertising increased to
$1.2 million in the first three months of 1996 from $1.0 million in the
1995 period. As a percentage of net revenues, tobacco advertising sales
were 14.5% in the first three months of 1996 which is unchanged from the
1995 period.
Direct costs of revenues increased to $3.6 million in the first three
months of 1996 compared to $3.1 million in the 1995 period. As a
percentage of net revenues, direct costs of revenues decreased slightly to
42.4% in the first three months of 1996 compared to 43.0% in the 1995
period.
General and administrative expenses increased to $1.2 million in the
first three months of 1996 from $1.1 million in the 1995 period. As a
percentage of net revenues, general and administrative expenses decreased
to 14.6% in the first three months of 1996 compared to 14.8% in the 1995
period.
Depreciation and amortization expense for the first three months of
1996 increased to $2.0 million from $1.7 million in 1995 due to large
increases in the fixed assets offset by scheduled depreciation of the older
fixed assets.
Total interest expense in the first three months of 1996 increased
slightly to $3.6 million from $3.1 million in the 1995 period.
The foregoing factors contributed to the Company's $2.0 million net
loss in the first three months of 1996 compared to a $1.8 million net loss
in the 1995 period.
-1-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Universal established a secured bank credit facility (the "Credit
Facility") in November 1993 which initially provided a $12.5 million,
five-year revolving line of credit to be used for general corporate
purposes, including working capital requirements and acquisitions. The
credit agreement governing the Credit Facility (the "Credit Agreement") was
amended in November 1994 (i) to extend the maturity date of the Credit
Facility to November 1999, (ii) to continue maximum permitted borrowings
under the Credit Facility at $12.5 million, and (iii) to provide a secured
term loan to Universal (in addition to the Credit Facility) in the original
principal amount of $1.2 million for the purchase of Universal's facility
located in Addison, Illinois (including the real property).
At March 31, 1996, approximately $3.0 million was outstanding under
the Credit Facility and an additional $9.5 million was available
thereunder, compared to December 31, 1995 when approximately $3.3 million
was outstanding under the Credit Facility. Permitted borrowings under the
Credit Facility are based upon the ratio of Universal's "senior debt"
(defined as indebtedness other than indebtedness subordinated to borrowings
under the Credit Facility) to "operating cash flow" (defined as net income
before interest, taxes, depreciation and amortization). The Credit
Facility also requires Universal to comply with certain financial ratios,
tested quarterly, that become more restrictive over time, including a
maximum ratio of total indebtedness to earnings (as defined in the Credit
Agreement) and a minimum ratio of earnings (as defined in the Credit
Agreement) to total interest expense. The maximum permitted borrowings
under the Credit Facility will be reduced to $10.0 million on May 1, 2000,
to reflect a corresponding annual reduction in the lender's commitment
thereunder. Universal is required to repay any borrowings to the extent
the aggregate amount outstanding under the Credit Facility exceeds the
aggregate commitments in effect from time to time.
In March 1995, the Credit Agreement was amended to establish an
additional $7.5 million revolving line of credit (the "Acquisition Line")
that may be used by Universal for financing acquisitions of outdoor
advertising operations or structures and capital expenditures relating to
the development or improvement of advertising structures. In July, 1995,
the aggregate amount available under the Acquisition Line was increased to
$22.5 million. Substantially all of the Credit Agreement covenants and
restrictions applicable to the Credit Facility (including the limitations
on permitted borrowings and financial ratio covenants described above) are
applicable to the Acquisition Line. The maximum permitted borrowings under
the Acquisition Line will be reduced to $19.5 million on May 1, 1996, $15.5
million on May 1, 1997, $10.5 million on May 1, 1998, 4.5 million on May 1,
1999 and zero on May 1, 2000 to reflect a corresponding annual reduction in
the lender's commitment thereunder. The Credit Facility and the
Acquisition Line are cross-collateralized by the liens securing the Credit
Facility and any assets acquired, developed or improved by Universal
through the use of funds under the Acquisition Line. At March 31, 1996
approximately $20 million was outstanding under the Acquisition Line. A
portion of the amount outstanding under the
-2-
<PAGE>
Acquisition Line reflects approximately $12.5 million Universal borrowed
in January 1996 as financing in connection with the Adsign Acquisition
(described below).
The Credit Agreement contains certain restrictions with respect to
Universal's ability to (i) incur additional indebtedness and contingent
liabilities, (ii) create liens and (iii) pay dividends and effect certain
other transactions involving the capital stock of Universal. In addition,
the indenture governing Universal's outstanding senior notes (the
"Indenture") contains a number of restrictive covenants including
limitations on additional debt incurrence based on a cash flow ratio test
and limitations on distributions to shareholders based on a net income
test.
The Company has pursued and continues to pursue a strategy of growth
primarily through (i) the development of new outdoor advertising structures
in each of its existing markets and (ii) the acquisition of existing
outdoor advertising properties, most recently of junior (8-sheet) poster
operations. In January 1996, the Company completed an acquisition in the
Chicago market. In a transaction with Adsign, Inc. (the "Adsign
Acquisition"), Universal acquired approximately 160 painted bulletin faces
in the Chicago market. In February 1996, Universal entered into an
agreement to acquire operations in the Minneapolis/St. Paul and
Jacksonville (Florida) markets in a stock purchase transaction with NOA
Holding Company, Inc. (the "Naegele Acquisition"). The Naegele Acquisition
was consummated in April 1996, pursuant to which Universal acquired
approximately 2,550 poster faces (of which approximately 1,455 are located
in the Minneapolis/St. Paul market and approximately 1,095 are located in
Jacksonville (Florida) market) and approximately 840 painted bulletin faces
(of which approximately 440 are located in the Minneapolis/St. Paul market
and approximately 400 are located in the Jacksonville (Florida) market).
The purchase price of the Naegele Acquisition was approximately $85
million. Fees and expenses associated with the transaction were
approximately $5 million. In connection therewith, Universal received
commitments from its current lender under the Credit Facility, LaSalle
National Bank ("LaSalle"), and an additional bank, Bankers Trust Company
("Bankers Trust"; together with LaSalle, the "Lenders"), to (i) refinance
the Credit Facility with a revolving credit facility (the "Revolving Credit
Facility") and (ii) provide an additional extension of credit for purposes
of acquisition financing (the "Acquisition Credit Facility"), and,
specifically, the financing, in part, of the Naegele Acquisition. The
Lenders extended a revolving credit line in the amount of $12,500,000 under
the Revolving Credit Facility and an acquisition term loan in the amount of
$75,000,000, as well as an acquisition revolving credit line in the amount
of $12,500,000 for a total commitment of $87,500,000 under the Acquisition
Credit Facility. No amounts were drawn under the Revolving Credit Facility
to finance the Naegele Acquisition; the Revolving Credit Facility is
available to Universal for working capital needs. Approximately $84.5
million was drawn under the Acquisition Credit Facility and was used to
finance the Naegele Acquisition. Each of the Revolving Credit Facility and
the Acquisition Credit Facility are secured by a lien on the assets of
Universal and a pledge of the stock of the Registrant, as well as a pledge
of the stock of any wholly-owned
-3-
<PAGE>
subsidiaries of Universal. In addition to the amounts drawn under the
Acquisition Credit Facility, the Registrant sold a minority portion of
its capital stock. Approximately $30 million in cash proceeds from such
sale were used to finance the remaining amount of the Naegele Acquisition.
At the time of the consummation of such financing, Universal was in full
compliance with all of the covenants of the Credit Agreement and Indenture.
Net cash provided by operating activities increased to $2.9 million
for the three months ended March 31, 1996 from $2.0 million for the 1995
period. Net cash provided by operating activities reflects the Company's
net loss adjusted for non-cash items and the use or source of cash for the
net change in working capital.
The Company's net cash used in investing activities of $15.7 million
for the three months ended March 31, 1996 includes cash used for
acquisitions of $13.6 million and other capital expenditures of $2.0,
including the expenditure of $320,000 for the acquisition of a building in
Milwaukee. Capital expenditures have been made primarily to develop new
structures in each of its markets. The Company's intends to continue to
develop new structures in its markets and to consider potential
acquisitions in the Midwestern region and contiguous markets. Management
believes that its internally generated funds, together with available
borrowings under the Credit Facility and the Acquisition Line, will be
sufficient to satisfy its cash requirements, including anticipated capital
expenditures, for the foreseeable future.
For the three months ended March 31, 1996, $12.8 was used in financing
activities primarily due to acquisitions. For the three months ended March
31, 1995, net cash of $129,000 was used in financing activities, primarily
due to expenses associated with the establishment of the Acquisition Line.
-4-
<PAGE>
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
By Written Consent of the shareholders of the Registrant, the
shareholders, dated January 10, 1996 elected the following persons
directors of the Registrant: Daniel L. Simon, Brian T. Clingen, William R.
Schmidt and Michael J. Roche.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Certain of the documents listed below have heretofore been filed
with the Securities Exchange Commission either by the Registrant
(Commission File No. 33-82582) or by Universal Outdoor, Inc., the
wholly-owned subsidiary of the Registrant (Commission File No.
33-72810), and each such document is incorporated herein by reference
as indicated below:
NUMBER DESCRIPTION
------ -----------
2.1 NOA Stock Purchase Agreement (incorporated by reference to
Exhibit 2.1 of Universal Outdoor, Inc.'s Form 8-K
(Commission File No. 33-72810) (the "Universal
Statement"))
2.2 Amendment to NOA Stock Purchase Agreement (incorporated by
reference to Exhibit 2.2 of the Universal Statement)
3.1(i) Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit
3.1(i) of the Registrant's Form 8-K (Commission File
No. 33-82582) (the "Registrant's Statement")
3.1(ii) Second Restated Articles of Incorporation of Universal
Outdoor, Inc. (incorporated by reference to Exhibit
3.1(ii) of the Universal Statement)
3.2(i) Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.2(i) of the
Registrant's Statement)
-5-
<PAGE>
3.2(ii) Amended and Restated By-Laws of Universal Outdoor, Inc.
(incorporated by reference to Exhibit 3.2(ii) of the
Universal Statement)
10.1 Revolving Credit Agreement of Universal (incorporated by
reference to Exhibit 10.1 of the Universal Statement)
10.2 Acquisition Credit Agreement of Universal (incorporated by
reference to Exhibit 10.2 of the Universal Statement)
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K - The Registrant filed no Current Reports on
Form 8-K for the quarter ended March 31, 1996.
-6-
<PAGE>
SIGNATURE
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.
Universal Outdoor, Inc.
------------------------------------------
(Registrant)
May 15, 1996 /s/ Brian T. Clingen
------------------------------------------
Brian T. Clingen
Vice President and Chief Financial Officer
-7-
<PAGE>
INDEX TO EXHIBITS
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
2.1 NOA Stock Purchase Agreement (incorporated by
reference to Exhibit 2.1 of Universal Outdoor,
Inc.'s Form 8-K (Commission File No. 33-72810)
(the "Universal Statement"))
2.2 Amendment to NOA Stock Purchase Agreement (incorporated by
reference to Exhibit 2.2 of the Universal Statement)
3.1(i) Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1(i) of
the Registrant's Form 8-K (Commission File No. 33-82582)
(the "Registrant's Statement")
3.1(ii) Second Restated Articles of Incorporation of Universal
Outdoor, Inc. (incorporated by reference to Exhibit 3.1(ii)
of the Universal Statement)
3.2(i) Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2(i) of the Registrant's Statement)
3.2(ii) Amended and Restated By-Laws of Universal Outdoor, Inc.
(incorporated by reference to Exhibit 3.2(ii) of the Universal
Statement)
10.1 Revolving Credit Agreement of Universal (incorporated by
reference to Exhibit 10.1 of the Universal Statement)
10.2 Acquisition Credit Agreement of Universal (incorporated by
reference to Exhibit 10.2 of the Universal Statement)
27 Financial Data Schedule
-8-
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
AND SUBSIDIARY
BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
ASSETS
March 31, December 31,
1996 1995
---------- ------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 11 $ 19
Accounts receivable, less allowance
for doubtful accounts of $106 4,608 5,059
Other receivables 539 201
Prepaid land rents 1,144 1,043
Prepaid insurance and other 1,264 1,029
-------- --------
Total current assets 7,566 7,351
-------- --------
PROPERTY AND EQUIPMENT 69,266 55,346
-------- --------
OTHER ASSETS:
Noncomplete agreements, net of accumulated
amortization of $4,830 and $4,505 1,670 1,995
Finance costs, net of accumulated
amortization of $1,336 and $1,171 4,948 5,113
Excess of cost over fair value of
assets acquired, net of accumulated
amortization of $241 and $230 689 700
Other costs associated with acquisitions,
net of accumulated amortization of $716
and $686 587 525
Deposits 21 20
-------- --------
Total other assets 7,915 8,353
-------- --------
$ 84,747 $ 71,050
-------- --------
-------- --------
<CAPTION>
LIABILITIES AND COMMON STOCKHOLDERS' DEFICIT
<S> <C> <C>
CURRENT LIABILITIES:
Current maturities of long term debt $ 58 $ 58
Accounts payable 1,180 1,225
Accrued interest 2,946 1,054
Deferred revenue 268 468
Accrued expenses 580 409
-------- --------
Total current liabilities 5,032 3,214
-------- --------
LONG TERM DEBT, less current maturities 120,248 106,362
-------- --------
COMMON STOCKHOLDER'S DEFICIT:
Common stock, $.01 par value, 1,500,000
shares authorized; 437,500 shares
issued and outstanding - -
Additional paid in capital 1,451 1,451
Common stock warrants 2,500 2,500
Accumulated deficit (44,484) (42,477)
-------- --------
Total common stockholders' deficit (40,533) (38,526)
-------- --------
$ 84,747 $ 71,050
-------- --------
-------- --------
</TABLE>
See accompanying notes to financial statements.
-1-
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
AND SUBSIDIARY
STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
For the Three Months Ended
1996 1995
---------- ----------
<S> <C> <C>
Revenues $ 9,332 $ 8,025
Less agency commissions 905 789
------- -------
Net revenues 8,427 7,236
------- -------
Operating expenses:
Direct cost of revenues 3,571 3,108
General and administrative
expenses 1,227 1,072
Depreciation and amortization 2,032 1,737
------- -------
6,830 5,917
------- -------
Operating income 1,597 1,319
------- -------
Other (income) expenses:
Interest expense, including
amortization of bond discount
of $1,109 and $929 3,430 2,938
Interest expense - amortization
of deferred financing costs 164 149
(Gain) loss on disposal of
assets and other expenses 11 10
------- -------
Total other expense 3,605 3,097
------- -------
Net income (loss) ($2,008) ($1,778)
------- -------
------- -------
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
AND SUBSIDIARY
STATEMENTS OF CASH FLOW
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
For the Year Ended
December 31,
---------------------
1996 1995
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($ 2,008) ($1,778)
Depreciation and amortization 2,815
(Gain) loss on sale of property and equipment 3,305 -
Changes in assets and liabilities:
Accounts receivable and other receivables 113 (244)
Prepaid land rents, insurance and other (336) (154)
Accounts payable and accrued expenses 126 (339)
Accrued interest 1,892 1,736
Deferred revenue (200) -
Other (3) 9
-------- -------
Net cash from operating activities 2,889 2,045
-------- -------
CASH FLOWS USED IN FROM INVESTING ACTIVITIES:
Gross capital expenditures (1,966) (576)
Payments for acquisitions (13,621) (1,341)
Other payments (86) -
-------- -------
Net cash used in investing activities (15,673) (1,917)
-------- -------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Deferred financing costs - (138)
Principal payments of long term debt (33) (33)
Net borrowings (repayments) under credit
agreement 12,809 42
-------- -------
Net cash provided by/used in financing
activities 12,776 (129)
-------- -------
NET DECREASE IN CASH (8) (1)
CASH, at beginning of period 19 15
-------- -------
CASH, at end of period $ 11 $ 14
-------- -------
-------- -------
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid during the period $ 401 $ 276
-------- -------
-------- -------
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION OF UNAUDITED FINANCIAL STATEMENTS:
The financial statements contained herein have been prepared by
management and are unaudited. The financial statements should be
read in conjunction with the financial statements and the notes
thereto included in the Annual Report on Form 10-K of Universal
Outdoor Holdings, Inc.(the Holding Company) for the year ended
December 31, 1995.
In the opinion of management, the accompanying unaudited
financial statements contain all adjustments, considering only of
normal recurring adjustments, necessary to present fairly the
financial position of the Holding Company as of March 31, 1996,
and the results of its operations and its cash flows for the
periods presented herein.
Earnings per share calculations have not been prepared because
the Holding Company is closely held and owned by a private
investor group. Accordingly, earnings per share is not required
or meaningful.
The Holding Company (previously known as Universal Outdoor II
Holding Company, Universal Outdoor, Inc. (Universal), Outdoor
Properties, Inc. Midwest Outdoor Management, Inc. and CBT
Development, Inc. were under common ownership and control. In
connection with the 1993 Refinancing Plan (see Note 2)), (i) a
wholly-owned subsidiary of the Holding Company was merged with
and into Universal Outdoor, Inc. which thereupon became a
wholly-owned subsidiary of the Holding Company and (ii) Universal
Outdoor, Inc. acquired all the assets, in consideration of the
assumption of all the liabilities, of each of Outdoor Properties,
Inc., Midwest Outdoor Management, Inc. and CBT Development, Inc.
In conjunction with the 1993 Refinancing Plan, 2,649 shares of
Class A Common Stock of Universal Outdoor, Inc. were exchanged
for an equal number of common shares of the Holding Company, and
1,556 shares of Class B Common stock of Universal Outdoor, Inc.
were exchanged for 48,000 shares of Series B Voting Preferred
Stock of the Holding Company.
NOTE 2 - REFINANCING PLAN:
Effective November 18, 1993, Universal executed a Refinancing
Plan to extend the average life of its obligations, thereby
enhancing its operations and financial flexibility. As part of
the Refinancing Plan, Universal combined, in a single operating
entity (Universal Outdoor, Inc.) under the Holding Company,
business activities previously conducted by separate affiliated
corporations, repaid certain outstanding indebtedness, issued
$65.0 million Senior Notes due 2003 of Universal Outdoor, Inc.
-4-
<PAGE>
and replaced its existing bank credit facility. In addition, the
Refinancing Plan provided for the amendment of the terms of the
redeemable preferred stock of the Holding Company to allow the
provisions of the indenture governing the $65.0 million Senior
Notes due 2003 to restrict payments by the operating company to
the Holding Company until the $65.0 million Senior Notes due 2003
have been retired.
NOTE 3 - ACQUISITIONS:
In the first quarter of 1996, the Company acquired signboards in
the Chicago market through two asset purchase agreements. In
January, the Company purchased 160 display faces from Adsign,
Inc. for $12.5 million which was paid in cash. In March 1996,
the Company purchased 18 structures from Image Media, Inc. for
$1.2 million which was paid in cash. Both investments were
financed with borrowings against the Acquisition Line of Credit.
In February 1996, the Company entered into an agreement to
purchase all outstanding stock of NOA Holding Company, Inc. for
approximately $85 million. The Company expects fees and expenses
associated with the deal to be $5 million. As a result of the
purposed stock purchase, Universal will acquire signboards in the
Minneapolis/St. Paul, Minnesota and Jacksonville, Florida
markets. The Company expects to finance this acquisition with
$50 million in bank borrowings and $30 milion in cash proceeds
from the purchase of equity of the Holding Company by an investor
group.
NOTE 4 - RELATED PARTY TRANSACTIONS:
The Holding Company sold 50,000 Units consisting of $50.0 million
of 14% Senior Secured Discount Notes due 2004 and 50,000 Warrants
to purchase shares of Common Stock. The gross proceeds from the
sale by the Units were $25.4 million which were used by the
Holding Company (i) to purchase, for approximately $18.4 million,
all of the outstanding shares of its Series A Preferred Stock
(including accrued dividends) together with approximately $23.1%
of its outstanding Common Stock held by the holder of the Series
A Preferred Stock, (ii) to purchase, for approximately $4.7
million, all of the outstanding shares of its Series B Preferred
Stock (including accrued dividends), (iii) to pay related
transaction fees and expenses and (iv) for working capital
purposes. In addition, 12,500 Warrants to purchase shares of
Common Stock were issued as compensation for services rendered in
connection with the sale of the Units.
The warrants, which are exercisable at a price of $.01 per share,
were assigned, based on market conditions at the time of the sale
of the Units, a value of $40 per Warrant, or $2.5 million in
total.
-5-
<PAGE>
NOTE 5 - COMMITMENTS AND CONTINGENCIES:
Universal is subject to various litigation in the normal course
of business. Such litigation includes claims by municipalities
that certain outdoor advertising structures should be removed.
The ultimate outcome of current and future litigation cannot be
presently determined. Management believes the outcome of current
litigation will not have a significant impact on Universal.
-6-
<PAGE>
THIS FORM IS A PART OF NEWLY ESTABLISHED POLICY & PROCEDURES
AND IS A PERMANENT PART OF THE DOCUMENT
THIS FORM MUST ACCOMPANY THE DOCUMENT AT ALL TIMES
Network location: H:\DATA\CLIENT\81728UNI.OUT\FS\holdings.96
Client: Universal Outdoor, Inc.
Code: 81728-001-1
Staff name: Pam Strayer Call Ext. #2016
Alternate staff name:
Call Ext. #
PARTNER:
Date(s) and Time(s)
stamped required
------- --------
Date and Time Operator's Requestor's Hour(s)
submitted completed initials initials charged
- ------------- --------- ---------- ----------- -------
???
4/26/96 7:10 TW
5/9/96 8:30 TW
5/10/96 12:01PM cc
5/13/96 7:43AM cc
5/13/96 JGM
-7-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND IN
THE COMPANY'S 10-Q FOR THE YEAR TO DATE AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 5253
<ALLOWANCES> 106
<INVENTORY> 2408
<CURRENT-ASSETS> 7566
<PP&E> 111279
<DEPRECIATION> 34098
<TOTAL-ASSETS> 84747
<CURRENT-LIABILITIES> 5032
<BONDS> 120248
0
0
<COMMON> 2500
<OTHER-SE> (43033)
<TOTAL-LIABILITY-AND-EQUITY> 84747
<SALES> 9332
<TOTAL-REVENUES> 8427
<CGS> 0
<TOTAL-COSTS> 6830
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3605
<INCOME-PRETAX> (2008)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2008)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
