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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 18, 1997
UNIVERSAL OUTDOOR HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-12457 36-3766705
-------- -------- ----------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) FILE NO.) IDENTIFICATION NO.)
321 NORTH CLARK STREET, SUITE 1010, CHICAGO, ILLINOIS 60610
REGISTRANT'S TELEPHONE NUMBER: (312) 644-8673
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ITEM 5. OTHER EVENTS.
The registrant filed the following press release on February 11, 1997:
NEWS
BULLETIN re: Universal Outdoor, Inc.
321 North Clark Street
Chicago, Illinois 60610
(312) 644-8673
Nasdaq: UOUT
FROM:
FRB
The Financial Relations Board, Inc.
For further information:
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD, INC.:
Brian Clingen Jeff Wescott
Chief Financial Officer General Information
(312) 644-8673 (312) 266-7800
FOR IMMEDIATE RELEASE
TUESDAY, FEBRUARY 11, 1997
UNIVERSAL OUTDOOR REPORTS YEAR-END RESULTS
Chicago, Illinois, February 11, 1997--Universal Outdoor, Inc. (Nasdaq: UOUT),
today reported record net revenues of $31.3 million and $76.1 million for the
fourth quarter and twelve (12) months ended December 1996, respectively, which
represents increases of 255.7% and 123.2% over revenues of $8.8 million and
$34.1 million for the same periods in 1995, respectively.
Operating cash flow, defined as operating income before depreciation,
amortization, and non-cash charges, was $15.0 million and $39.0 million for the
fourth quarter and twelve (12) months ended 1996, respectively, compared to
$4.4 million and $16.6 million for the fourth quarter and twelve months ended
December 1995, respectively. This represents a 240.9% and 134.9% increase for
the fourth quarter and twelve (12) months ended in 1995, respectively.
The Company reported a net loss of $1.1 million and $9.2 million for the
fourth quarter and twelve (12) months ended 1996 or $0.04 and $0.58 loss per
common share, respectively before an extraordinary change related to the early
redemption of debt. The Company reported a loss including the extraordinary
change for the early redemption of debt of $25.2 million and $26.6 million for
the fourth quarter and full year respectively. The net loss after extraordinary
items was $26.2 million and $35.8 million for the fourth quarter and twelve (12)
months ended 1996, or loss of $1.08 and $2.27 per common share for the same
periods. Exclusive of non-
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recurring and extraordinary charges, the Company had full year net income of
$1.5 million compared to the prior year's $3.7 million loss.
The results reported above are unaudited and subject to change.
Mr. Daniel L. Simon, Chief Executive Officer stated, "1996 was a
significant year for Universal Outdoor. The Company has grown dramatically
through three (3) major acquisitions. The Minneapolis and Jacksonville markets
were added in April, 1996, followed by the Southeast markets acquired in the POA
Acquisition which was completed in October. The Revere Acquisition completed in
late December now adds a strong east coast presence. We look forward to
continued growth in revenues for our new and existing markets based on improved
advertising rates and occupancy levels of our signboards. Our recent success is
consistent with the company's strategy of maximizing rates and occupancies and
growth by acquiring additional display faces in new markets."
The Company has also attached hereto certain unaudited pro forma financial
information showing the effects of the aforementioned acquisitions.
Universal Outdoor Holdings, Inc., is a leading outdoor advertising company
and currently operates approximately 31,200 advertising display faces in 23
Midwestern, Southeastern and East Coast Markets.
-FINANCIAL HIGHLIGHTS FOLLOW-
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UNIVERSAL OUTDOOR HOLDINGS, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN 000'S)
ASSETS
December 31, December 31,
1996 1995
------------ ------------
CURRENT ASSETS $ 48,517 $ 7,351
PROPERTY & EQUIPMENT 429,945 87,779
Less Accumulated Depreciation (44,163) (32,433)
------------ ------------
NET PROPERTY AND EQUIPMENT 385,782 55,346
OTHER ASSETS
Noncompete/Consulting agreements, act 1,179 1,995
Unamortized Finance and Acquisition Costs, net 22,900 5,113
Goodwill 217,831 700
Other Assets 5,091 545
------------ ------------
TOTAL OTHER ASSETS 247,001 8,353
TOTAL OTHER ASSETS $ 681,300 $ 71,050
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES 30,353 $3,214
LONG TERM DEBT
Long Term Debt 325,098 93,244
Line of Credit 20,000 9,661
N/P - Other 4,043 3,457
------------ ------------
TOTAL LONG TERM DEBT 349,141 $106,362
DEFERRED TAX LIABILITY 71,700 -
OTHER LONG TERM LIABILITIES 140 -
STOCKHOLDERS EQUITY
Common stock 2,414 -
Common stock warrants 11,500 2,500
Additional paid-in capital 294,332 1,451
Accumulated deficit (78,280) (42,477)
------------ ------------
STOCKHOLDERS' EQUITY 229,966 (38,526)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 681,300 $ 71,050
------------ ------------
------------ ------------
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UNIVERSAL OUTDOOR HOLDINGS, INC.
STATEMENT OF OPERATIONS (UNAUDITED)
DECEMBER 31, 1996
(IN 000'S)
<TABLE>
<CAPTION>
For The Three Months Ended For The Year Ended
December 31, December 31, December 31, December 31,
1996 1995 1996 1995
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUES $ 34,631 $ 9,811 $ 84,939 $ 38,101
AGENCY COMMISSIONS 3,375 1,013 8,801 3,953
--------------- --------------- --------------- ---------------
NET REVENUES 31,256 8,798 76,138 34,148
DIRECT COST OF REVENUES 10,435 3,219 26,468 12,864
--------------- --------------- --------------- ---------------
GROSS PROFIT 20,821 5,579 49,670 21,284
OPERATING EXPENSE 5,839 1,159 10,648 4,645
INCOME FROM OPERATIONS BEFORE
NONCASH CHARGES 14,982 4,420 39,022 16,639
DEPRECIATION AND AMORTIZATION 9,079 2,015 18,286 7,402
COMPENSATION FOR
COMMON STOCK WARRANTS - - 9,000 -
--------------- --------------- --------------- ---------------
INCOME FROM OPERATIONS 5,903 2,405 11,736 9,237
OTHER (INCOME) EXPENSE
Interest expense, net 7,247 3,295 19,567 12,894
Miscellaneous (280) 9 1,398 46
--------------- --------------- --------------- ---------------
TOTAL OTHER EXPENSES 6,967 3,304 20,965 12,940
--------------- --------------- --------------- ---------------
LOSS BEFORE EXTRAORDINARY ITEM (1,064) (899) (9,229) (3,703)
EXTRAORDINARY LOSS ON EARLY
RETIREMENT OF DEBT (25,174) - (26,574) -
--------------- --------------- --------------- ---------------
NET LOSS $ (26,238) $ (899) $ (35,803) $ (3,703)
--------------- --------------- --------------- ---------------
LOSS PER SHARE BEFORE
EXTRAORDINARY ITEM $ (0.04) $ (0.12) $ (0.58) $ (0.48)
EXTRAORDINARY LOSS PER SHARE $ (1.03) $ - $ (1.68) $ -
NET LOSS PER SHARE $ (1.08) $ (0.12) $ (2.27) $ (0.49)
WEIGHTED AVERAGE COMMON AND
EQUIVALENT SHARES OUTSTANDING 24,343 7,654 15,787 7,654
</TABLE>
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UNIVERSAL OUTDOOR HOLDINGS, INC.
SUMMARY PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following sets forth summary unaudited combined pro forma financial
information. The summary unaudited pro forma combined statement of operations
for the year ended December 31, 1996 give effect to acquisitions from April 1996
to date. The summary unaudited pro forma financial information does not purport
to present the actual financial position or results of operations of the Company
had the acquisitions reflected therein in fact occurred on the dates specified,
nor are they necessarily indicative of the results of operations that may be
achieved in the future. The full unaudited pro forma financial statements
including footnotes are contained in the Registration Statement the Company
plans to file today in connection with an exchange offer for certain bonds
issued pursuant to Rule 144A in December, 1996.
Pro Forma
Year Ended
December 31, 1996
----------------------
(dollars in thousands)
Statement of Operations Data:
Net revenues (1) $ 176,611
Direct cost of revenues 69,988
General and administrative expenses 20,796
Depreciation and amortization 50,818
Operating income 35,009
Interest expense 44,235
Other expense (income) 1,811
Income (loss) before income taxes and (11,037)
extraordinary items
Other data:
Operating Cash Flow (2) $ 85,827
December 31, 1996
-----------------
Pro Forma
Balance Sheet Data: ---------
Working capital $ 22,220
Total assets 797,582
Total long-term debt 461,641
Common stockholders' equity 233,484
(1) Net revenues are gross revenues less agency commissions.
(2) "Operating Cash Flow" is operating income before depreciation and
amortization and other noncash charges.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Universal Outdoor Holdings, Inc.
February 18, 1997 /s/ Brian T. Clingen
--------------------------------------------
Brian T. Clingen
Vice President and Chief Financial Officer
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