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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/x/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1997.
/ / 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: 033-72810
UNIVERSAL OUTDOOR HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3766705
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
311 SOUTH WACKER DRIVE, SUITE 6400, CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 431-0822
(Address and telephone number of the registrant's principal executive office)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 431-0822
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
As of March 23, 1998, the aggregate market value of the registrant's
common stock, par value $.01 per share, held by non-affiliates of the
registrant was $1,776,570,998.
As of March 23, 1998, the number of shares outstanding of the
registrant's Common Stock, par value $0.01 per share, was 26,816,166 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Universal Outdoor Holdings, Inc.'s Registration Statement on Form S-3 filed
with the Securities and Exchange Commission (File No. 333-32607)
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CROSS REFERENCE SHEET
AND
TABLE OF CONTENTS
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PAGE NUMBER
OR REFERENCE
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PART I
Item 1 -- Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2 -- Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 3 -- Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 4 -- Submission of Matters to a Vote of Security Holders. . . . . . . . . . . 11
PART II
Item 5 -- Market for the Company's Common Stock and Related Stockholder Matters. . 12
Item 6 -- Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 7 -- Management's Discussion and Analysis ofFinancial Condition and Results
of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 8 -- Financial Statements andSupplementary Data . . . . . . . . . . . . . . . 21
Item 9 -- Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . .42
PART III
Item 10 -- Executive Officers and Directors. . . . . . . . . . . . . . . . . . . . .43
Item 11 -- Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . .45
Item 12 -- Security Ownership of Certain Beneficial Owners and Management. . . . . .47
Item 13 -- Certain Relationships and Related Transactions. . . . . . . . . . . . . .48
PART IV
Item 14 - Exhibits, Financial Schedules, and Reports on Form 8-K . . . . . . . . . .50
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PART I
ITEM 1 -- BUSINESS
GENERAL
Universal Outdoor Holdings, Inc. (the "Company") is a leading outdoor
advertising company operating approximately 33,994 advertising display faces in
3 large, regional operating areas: the MIDWEST (Chicago (IL),
Minneapolis/St. Paul (MN), Indianapolis (IN), Milwaukee (WI), Des Moines (IA),
Evansville (IN) and Dallas (TX)), the SOUTHEAST (Orlando (FL), Jacksonville
(FL), Ocala (FL) and the Atlantic Coast and Gulf Coast areas of Florida, Memphis
(TN), Tunica (MS), Chattanooga (TN), and Myrtle Beach (SC)) and the EAST COAST
(New York (NY), Baltimore (MD), Washington, D.C., Philadelphia (PA), Northern
New Jersey, Wilmington (DE), Salisbury (MD) and Hudson Valley (NY)). The Company
was incorporated in Delaware in 1991. The Company is a holding company with no
business operations of its own. The Company conducts its business operations
through its wholly-owned subsidiary, Universal Outdoor, Inc. ("UOI") and UOI's
consolidated subsidiaries. As used herein, references to the "Company" include
both the Company and UOI and its consolidated subsidiaries, unless the context
otherwise requires.
This Item 1 contains forward-looking statements that involve risks and
uncertainties. When used in this Item 1, the words "anticipate", "believe",
"estimate", and "expect" and similar expressions as they relate to the Company
and its management are intended to identify such forward-looking statements.
The Company's actual results, performance, or achievements could differ
materially from the results expressed in, or implied by, such forward-looking
statements. Factors that could affect such results, performance, or
achievements are set forth in "Risk Factors" in the Final Prospectus dated
August 15, 1997 filed in connection with the Company's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission (File No. 333-32607).
INDUSTRY OVERVIEW
Advertisers purchase outdoor advertising for a number of reasons.
Outdoor advertising offers repetitive impact and a relatively low cost
per-thousand-impressions, a commonly used media measurement, as compared to
television, radio, newspapers, magazines and direct mail marketing.
Accordingly, because of its cost-effective nature, outdoor advertising is a
good vehicle to build mass market support. In addition, outdoor advertising
can be used to target a defined audience in a specific location and,
therefore, can be relied upon by local businesses concentrating on a
particular geographic area where customers have specific demographic
characteristics. For instance, restaurants, motels, service stations and
similar roadside businesses may use outdoor advertising to reach potential
customers close to the point of sale and provide directional information.
Other local businesses such as television and radio stations and consumer
products companies may wish to appeal more broadly to customers and consumers
in the local market. National brand name advertisers may use the medium to
attract customers generally and build brand awareness. In all cases, outdoor
advertising can be combined with other media such as radio and television to
reinforce messages being provided to consumers.
The outdoor advertising industry has experienced significant change in
recent periods due to a number of factors. First, the entire "out-of-home"
advertising category has expanded to include, in addition to traditional
billboards and roadside displays, displays in shopping centers and malls,
airports, stadiums, movie theaters and supermarkets, as well as on taxis,
trains, buses, blimps and subways. Second, while the
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outdoor advertising industry has experienced a decline in the use of outdoor
advertising by tobacco companies, it has increased its visibility with and
attractiveness to local advertisers as well as national retail and consumer
product-oriented companies. Third, the industry has benefitted significantly
from improvements in production technology, including the use of computer
printing, vinyl advertising copy and improved lighting techniques, which have
facilitated a more dynamic, colorful and creative use of the medium. These
technological advances have allowed the outdoor advertising industry to
respond more promptly and cost effectively to the changing needs of its
advertising customers and make greater use of advertising copy used in other
media. Lastly, the outdoor advertising industry has benefitted from the
growth in automobile travel time for business and leisure due to increased
highway congestion and continued demographic shifts of residences and
businesses from the cities to outlying suburbs.
OPERATING STRATEGY
The Company's objective is to be the leading provider of outdoor
advertising services in each of its three regional operating areas and to
expand its presence in attractive new markets. The Company believes that
regional clusters provide it with significant opportunities to increase
revenue and achieve cost savings by delivering to local and national
advertisers efficient access to multiple markets or highly targeted areas.
Management intends to implement the following operating strategy:
- - MAXIMIZE RATES AND OCCUPANCY. Through continued emphasis on customer
sales and service, quality displays and inventory management, the Company
seeks to maximize advertising rates and occupancy levels in each of its
markets. The Company has recruited and trained a strong local sales staff
supported by local managers operating under specific, sales-based
compensation targets designed to obtain the maximum potential from the
Company's display inventory.
- - INCREASE MARKET PENETRATION. The Company seeks to expand operations
within its existing markets through new construction, with an emphasis on
painted bulletins, which generally command higher rates and longer term
contracts from advertisers than other types of display faces. In addition,
the Company historically has acquired, and intends to continue to acquire,
additional advertising display faces in its existing markets as opportunities
become available.
- PURSUE STRATEGIC ACQUISITIONS. In addition to improved penetration of
its existing markets, the Company also seeks to grow by acquiring additional
display faces in closely proximate new markets. Such new markets allow the
Company to capitalize on the operating efficiencies and cross-market sales
opportunities associated with operating in multiple markets within distinct
regions. The Company intends to develop new regional operating areas in
regions where attractive growth and consolidation opportunities exist.
- - CAPITALIZE ON TECHNOLOGICAL ADVANCES. The Company seeks to capitalize on
technological advances that enhance its productivity and increase its ability
to effectively respond to its customers' needs. The Company's continued
investment in equipment and technology provides for greater ongoing benefits
in the areas of sales, production and operation.
- - MAINTAIN LOW COST STRUCTURE. Through continued adherence to strict cost
controls, centralization of administrative functions and maintenance of low
corporate overhead, the Company seeks to maximize its Operating Cash Flow
Margin, which it believes to be among the highest in the industry. The
Company
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believes that its centralized administration provides opportunities for
significant operating leverage from further expansion in existing markets and
from future acquisitions.
- - DEVELOP OTHER OUT-OF-HOME MEDIA. The Company seeks to develop other forms
of out-of-home media such as bus shelter or transit advertising in order to
enhance revenues in existing markets or provide access to new markets.
Through implementation of this business strategy, the Company has increased
its outdoor advertising presence from 500 display faces in a single market in
1988 to approximately 33,994 in its markets at December 31, 1997.
ACQUISITIONS
During the year ended December 31, 1997, the Company acquired the assets or
capital stock of eleven outdoor advertising companies.
THE MEMPHIS/TUNICA ACQUISITION. In January 1997, the Company consummated
the acquisition of approximately 2,018 advertising display faces consisting of
bulletins and posters in and around Memphis, Tennessee and Tunica County,
Mississippi for a purchase price of approximately $72 million plus 100,000
shares of the common stock of the Company (the "Memphis/Tunica Acquisition").
THE MATTHEW ACQUISITION. In January 1997, the Company consummated the
acquisition of approximately 1,035 advertising display faces consisting of
posters and bulletins in and around Metro New York, Northern New Jersey and
Hudson Valley for a purchase price of approximately $41 million (the "Matthew
Acquisition").
THE FEBRUARY ACQUISITIONS. In February 1997, the Company acquired (i)
approximately 135 advertising display faces located in and around Evansville,
Indiana from Adcraft, Inc. for approximately $5.5 million and (ii)
approximately 12 existing and 35 in-process display faces located in New
Jersey from David Klein Outdoor Advertising for approximately $5.3 million
(the "February Acquisitions").
THE TRANSAD ACQUISITION. In March 1997, the Company acquired
approximately 600 transit advertising panels in and around Memphis, Tennessee
for approximately $8.0 million from TransAd, Inc. (the "TransAd Acquisition").
THE PENN ACQUISITION. In June 1997, the Company acquired the stock of
Penn-Baltimore, Inc. from Lamar Advertising Company for approximately $46.5
million and in connection with such purchase acquired approximately 1,450
advertising display faces located in Baltimore, Maryland (the "Penn
Acquisition").
THE JULY ACQUISITIONS. In July 1997, the Company acquired (i)
approximately 143 advertising display faces located in and around Memphis,
Tennessee from Swaney Outdoor Advertising, LLC for approximately $2.5 million
(the "Swaney Acquisition") and (ii) approximately 90 advertising display
faces located in and around New York City from Allied Outdoor Advertising for
approximately $51.0 million (the "Allied Acquisition" and together with the
Swaney Acquisition, the "July Acquisitions").
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THE VISUAL ACQUISITION. In September 1997, the Company acquired the
stock of Visual Consultants Inc. and its subsidiary Visual Outdoor
Advertising, Inc. for approximately $2.4 million and in connection with such
purchase acquired approximately 325 advertising display faces located in and
around Chattanooga, Tennessee (the "Visual Acquisition").
THE OCTOBER ACQUISITIONS. In October 1997, the Company acquired (i) from
Gaess Outdoor, Inc. approximately 25 advertising display faces located in and
around New York City for approximately $15.8 million (the "Gaess
Acquisition"), (ii) from Royal Outdoor Advertising approximately 85
advertising display faces located in and around Chicago, Illinois for
approximately $4.0 million (the "Royal Acquisition") and (iii) from Paxson
Communications Corporation 178 advertising display faces located in the Gulf
Coast area of Florida for approximately $4.4 million (the "Paxson
Acquisition" and together with the Gaess Acquisition and Royal Acquisition,
the "October Acquisitions").
THE TAGCO ACQUISITION. In November 1997, the Company acquired 71
advertising display faces located in and around Chattanooga, Tennessee from
Tagco, Inc. for approximately $2.7 million (the "Tagco Acquisition").
The Memphis/Tunica Acquisition, the Matthew Acquisition, the February
Acquisitions, the TransAd Acquisition, the Penn Acquisition, the July
Acquisitions, the Visual Acquisition, the October Acquisitions and the Tagco
Acquisition are referred to collectively as the "Acquisitions."
ACQUISITION OF THE COMPANY. On October 23, 1997, the Company entered
into an Agreement and Plan of Merger with Clear Channel Communications, Inc,
a Texas corporation ("Clear Channel"), pursuant to which the Company and its
subsidiaries will become wholly-owned subsidiaries of Clear Channel. The
Company received shareholder approval for the merger on February 6, 1998.
RECENT DEVELOPMENTS. In January 1998, the Company acquired
approximately 16 advertising display faces located in and around New York
City for approximately $8.5 million. In February 1998, the Company acquired
approximately 2,500 advertising display faces with ad rights at airports in
Chicago, Atlanta, Dallas, Denver, Newark, Boston and Aspen for approximately
$32.5 million.
INVENTORY
The Company operates three standard types of outdoor advertising display
faces and also has transit, mall and airport advertising as follows:
- BULLETINS generally are 14 feet high and 48 feet wide (672 square
feet) and consist of panels on which advertising copy is displayed. The
advertising copy is either hand painted onto the panels at the facilities of
the outdoor advertising company in accordance with design specifications
supplied by the advertiser and attached to the outdoor advertising structure,
or is printed with the computer-generated graphics on a single sheet of vinyl
that is wrapped around the structure. On occasion, to attract more attention,
some of the panels may extend beyond the linear edges of the display face and
may include three-dimensional embellishments. Because of their greater impact
and higher cost, bulletins are usually located on major highways.
- 30-SHEET POSTERS generally are 12 feet high by 25 feet wide (300
square feet) and are the most common type of billboard. Advertising copy for
30-sheet posters consists of lithographed or silk-screened
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paper sheets supplied by the advertiser that are pasted and applied like
wallpaper to the face of the display, or single sheets of vinyl with
computer-generated advertising copy that are wrapped around the structure.
Thirty-sheet posters are concentrated on major traffic arteries.
- JUNIOR (8-SHEET) POSTERS usually are 6 feet high by 12 feet wide (72
square feet). Displays are prepared and mounted in the same manner as
30-sheet posters, except that vinyl sheets are not typically used on junior
posters. Most junior posters, because of their smaller size, are concentrated
on city streets and target pedestrian traffic.
- TRANSIT ADVERTISING generally consists of posters and frames
displayed on the sides of public buses operating on city streets.
- MALL ADVERTISING generally consists of kiosks located in shopping
malls.
- AIRPORT ADVERTISING generally consists of posters and frames displayed
in airports.
Billboards generally are mounted on structures owned by the outdoor
advertising company and located on sites that are either owned or leased by
it or on which it has acquired a permanent easement. Billboard structures are
durable, have long useful lives and do not require substantial maintenance.
When disassembled, they typically can be moved and relocated at new sites.
The Company's outdoor advertising structures are made of steel and other
durable materials built to withstand variable climates, including the rigors
of the midwestern climate. The Company expects its structures to last 15
years or more without significant refurbishment.
LOCAL MARKET OPERATIONS
In each of its principal markets, the Company maintains a complete
outdoor advertising operation including a sales office, a production,
construction and maintenance facility, a creative department equipped with
advanced technology, a real estate unit and support staff. The Company
conducts its outdoor advertising operations through these local offices,
consistent with senior management's belief that an organization with
decentralized sales and operations is more responsive to local market demand
and provides greater incentives to employees. At the same time, the Company
maintains centralized accounting and financial controls to allow it to
closely monitor the operating and financial performance of each market. Local
general managers, who report directly to the Company's President or a
regional manager, are responsible for the day-to-day operations of their
respective markets and are compensated according to the financial performance
of such markets. In general, these local managers oversee market development,
production and local sales. The Company is incorporating the operations
acquired in the Acquisitions into this operational structure with local
offices handling the day-to-day operations and centralized accounting and
financial controls.
Although site leases (for land underlying an advertising structure) are
administered from the Company's headquarters in Chicago, each local office is
responsible for locating and ultimately procuring leases for appropriate
sites in its market. Site lease contracts vary in term but typically run from
10 to 20 years with various termination and renewal provisions. Each office
maintains a leasing department, with an extensive database containing
information on local property ownership, lease contract terms, zoning
ordinances and permit requirements. The Company has been very successful in
developing new advertising display face inventory in each of its markets
based on utilizing these databases and developing an
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experienced staff of lease teams. Each such team's sole responsibility is the
procurement of sites for new locations in each of the Company's markets.
SALES AND SERVICE
The Company's sales strategy is to maximize revenues from local
advertisers. Accordingly, it maintains a team of sales representatives headed
by a sales manager in each of its markets. The Company devotes considerable
time and resources to recruiting, training and coordinating the activities of
its sales force. A sales representative's compensation is heavily weighted to
individual performance, and the local sales manager's compensation is tied to
the performance of his or her sales team. One sales representative, based in
Chicago, manages sales to national advertisers. In total, as of December 31,
1997 approximately 255 of the Company's employees are significantly involved
in sales and marketing activities.
In addition to the sales staff, the Company has established fully
staffed and equipped creative departments in each of its principal markets.
Utilizing technologically advanced computer hardware and software, the staff
is able to create original design copy for both local and national accounts
which has allowed the various creative departments to exchange work via modem
or over the Internet with each other or directly with clients or their
agencies. This ability has resulted in many fully staffed advertising
agencies turning to the Company for the creation of their outdoor campaigns.
The Company believes that its creative department's implementation of
continuing technological advances provides a significant competitive
advantage in the areas of sales and service.
CUSTOMERS
Advertisers usually contract for outdoor displays through advertising
agencies, which are responsible for the artistic design and written content
of the advertising as well as the choice of media and the planning and
implementation of the overall campaign. The Company pays commissions to the
agencies for advertising contracts that are procured by or through those
agencies. Advertising rates are based on a particular display's exposure (or
number of "impressions" delivered) in relation to the demographics of the
particular market and its location within that market. The number of
"impressions" delivered by a display is measured by the number of vehicles
passing the site during a defined period and is weighted to give effect to
such factors as its proximity to other displays, the speed and viewing angle
of approaching traffic, the national average of adults riding in vehicles and
whether the display is illuminated. The number of impressions delivered by a
display is verified by independent auditing companies.
The size and geographic diversity of the Company's markets allow it to
attract national advertisers, often by packaging displays in several of its
markets in a single contract to allow a national advertiser to simplify its
purchasing process and present its message in several markets. National
advertisers generally seek wide exposure in major markets and therefore tend
to make larger purchases. The Company competes for national advertisers
primarily on the basis of price, location of displays, availability and
service.
The Company also focuses efforts on local sales. Local advertisers tend
to have smaller advertising budgets and require greater assistance from the
Company's production and creative personnel to design and produce advertising
copy. In local sales, the Company often expends more sales efforts on
educating customers regarding the benefits of outdoor media and helping
potential customers develop an advertising strategy using outdoor
advertising. While price and availability are important competitive factors,
service and customer relationships are also critical components of local
sales.
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Tobacco revenues have historically accounted for a significant portion
of outdoor advertising revenues. Beginning in 1993, the leading tobacco
companies substantially reduced their expenditures for outdoor advertising
due to a declining population of smokers, societal pressures, consolidation
in the tobacco industry and price competition from generic brands. Since
tobacco advertisers often utilized some of the industry's prime inventory,
the decline in tobacco-related advertising expenditures made this space
available for other advertisers, including those that had not traditionally
utilized outdoor advertising. As a result of this decline in tobacco-related
advertising revenues and the increased use of outdoor advertising by other
advertisers, the range of the Company's advertisers has become quite diverse.
In 1997, the following industries generated significant revenues as a
percentage of net revenues: travel/entertainment (15.4%); retail/consumer
products (11.8%); tobacco (10.9%); and automotive and related (10.5%).
PRODUCTION
The Company has internal production facilities and staff to perform the
full range of activities required to develop, create and install outdoor
advertising in all of its markets. Production work includes creating the
advertising copy design and layout, painting the design or coordinating its
printing and installing the designs on its displays. In addition, the
Company's substantial new development activity has allowed it to vertically
integrate its own sign fabrication ability so that new signs are fabricated
and erected in-house. The Company usually provides its full range of
production services to local advertisers and to advertisers that are not
represented by advertising agencies, since national advertisers and
advertisers represented by advertising agencies often use preprinted designs
that require only installation. However, the Company's creative and
production personnel frequently are involved in production activities even
when advertisers are represented by agencies due to the development of new
designs or adaptation of copy from other media for use on billboards. The
Company's artists also assist in the development of marketing presentations,
demonstrations and strategies to attract new advertisers.
With the increased use of vinyl and pre-printed advertising copy
furnished to the outdoor advertising company by the advertiser or its agency,
outdoor advertising companies are becoming less responsible for
labor-intensive production work since vinyl and pre-printed copy can be
installed quickly. The vinyl sheets are reusable, thereby reducing the
Company's production costs, and are easily transportable. Due to the
geographic proximity of the Company's principal markets and the
transportability of vinyl sheets, the Company can shift materials among
markets to promote efficiency. The Company believes that this trend over time
will reduce operating expenses associated with production activities.
COMPETITION
The Company competes in each of its markets with other outdoor
advertisers as well as other media, including broadcast and cable television,
radio, print media and direct mail marketers. In addition, the Company also
competes with a wide variety of "out-of-home" media, including advertising in
shopping centers and malls, airports, stadiums, movie theaters and
supermarkets, as well as on taxis, trains, buses and subways. Advertisers
compare relative costs of available media and cost-per-thousand impressions,
particularly when delivering a message to customers with distinct demographic
characteristics. In competing with other media, outdoor advertising relies on
its low cost-per-thousand-impressions and its ability to repetitively reach a
broad segment of the population in a specific market or to target a
particular geographic area or population with a particular set of demographic
characteristics within that market.
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The outdoor advertising industry is highly fragmented, consisting of
several large outdoor advertising and media companies with operations in
multiple markets as well as smaller and local companies operating a limited
number of structures in single or a few local markets. Although some
consolidation has occurred over the past few years, according to the OAAA
there are approximately 600 companies in the outdoor advertising industry
operating approximately 396,000 billboard displays. In several of its
markets, the Company encounters direct competition from other major outdoor
media companies, including Outdoor Systems, Inc., Eller Media, Inc. (formerly
Patrick Media Group) and 3M National Advertising Co. (a division of Minnesota
Mining and Manufacturing Company), each of which has a larger national
network and greater total resources than the Company. The Company believes
that its emphasis on local advertisers and its position as a major provider
of advertising services enable it to compete effectively with the other
outdoor media operators, as well as other media. The Company also competes
with other outdoor advertising companies for sites on which to build new
structures.
GOVERNMENT REGULATION
The outdoor advertising industry is subject to governmental regulation
at the federal, state and local level. Federal law, principally the Highway
Beautification Act of 1965, encourages states, by the threat of withholding
federal appropriations for the construction and improvement of highways
within such states, to implement legislation to restrict billboards located
within 660 feet of, or visible from, interstate and primary highways except
in commercial or industrial areas. All of the states have implemented
regulations at least as restrictive as the Highway Beautification Act,
including the prohibition on the construction of new billboards adjacent to
federally-aided highways and the removal at the owner's expense and without
any compensation of any illegal signs on such highways. The Highway
Beautification Act, and the various state statutes implementing it, require
the payment of just compensation whenever governmental authorities require
legally erected and maintained billboards to be removed from federally-aided
highways.
The states and local jurisdictions have, in some cases, passed
additional and more restrictive regulations on the construction, repair,
upgrading, height, size and location of, and, in some instances, content of
advertising copy being displayed on outdoor advertising structures adjacent
to federally-aided highways and other thoroughfares. Such regulations, often
in the form of municipal building, sign or zoning ordinances, specify minimum
standards for the height, size and location of billboards. In some cases, the
construction of new billboards or relocation of existing billboards is
prohibited. Some jurisdictions also have restricted the ability to enlarge or
upgrade existing billboards, such as converting from wood to steel or from
non-illuminated to illuminated structures. From time to time governmental
authorities order the removal of billboards by the exercise of eminent
domain. Thus far, the Company has been able to obtain satisfactory
compensation for any of its structures removed at the direction of
governmental authorities, although there is no assurance that it will be able
to continue to do so in the future.
In recent years, there have been movements to restrict billboard
advertising of certain products, including tobacco and alcohol. No bills have
become law at the federal level except those requiring health hazard warnings
similar to those on cigarette packages and print advertisements. The tobacco
industry has recently agreed to a proposed settlement of litigation against
such industry. Upon approval of Congress, the proposed settlement would
require a total ban of tobacco advertising on outdoor billboards and signs.
Any such ban may have a material adverse effect on the Company's revenues at
least in the immediate period following the imposition of such ban.
Furthermore, state and local governments have recently
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proposed and some, including the City of Chicago, Illinois, have enacted
regulations restricting or banning outdoor advertising of tobacco and alcohol
in certain areas. In August 1996, the U.S. Food and Drug Administration
issued final regulations governing certain marketing practices in the tobacco
industry. Among other things, the regulations prohibit tobacco product
billboard advertisements within 1,000 feet of schools and playgrounds and
require that tobacco product advertisements on billboards be in black and
white and contain only text. In addition, one major tobacco manufacturer
recently proposed federal legislation banning 8-sheet billboard advertising
and transit advertising of tobacco products. No assurance can be given as to
the effect on the Company of existing laws and regulations or of new laws and
regulations that may be adopted in the future. A reduction in billboard
advertising by the tobacco and/or liquor industry could cause an immediate
reduction in the Company's direct revenue from such advertisers and would
simultaneously increase the available space on the existing inventory of
billboards in the outdoor advertising industry.
Amortization of billboards has also been adopted in varying forms in
certain jurisdictions. Amortization permits the billboard owner to operate
its billboard as a non-conforming use for a specified period of time until it
has recouped its investment, after which it must remove or otherwise conform
its billboard to the applicable regulations at its own cost without any
compensation. Amortization and other regulations requiring the removal of
billboards without compensation have been subject to vigorous litigation in
state and federal courts and cases have reached differing conclusions as to
the constitutionality of these regulations. To date, regulations in the
Company's markets have not materially adversely affected its operations,
except in the Jacksonville market, where the Company has been subject to
regulatory efforts and recently agreed to city ordinances to remove a number
of faces. On March 22, 1995, following litigation over an ordinance and a
municipal charter amendment, Naegele (a company acquired by the Company in
1996) entered into an agreement with the City of Jacksonville to remove 711
billboard faces over a twenty year period starting January 1, 1995 and ending
December 31, 2014. The resolution specifies the following removal schedule:
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30-SHEET 8-SHEET
CALENDAR YEARS BULLETINS POSTERS POSTERS TOTAL
<S> <C> <C> <C> <C>
1995-1998 . . . . . . . . . . 73 242 167 482
1999-2004 . . . . . . . . . . 23 87 -- 110
2005-2014 . . . . . . . . . . 23 96 -- 119
119 425 167 711
</TABLE>
Under the agreement, Naegele and the City of Jacksonville have agreed on
the removal of 445 pre-selected faces, including 167 (100%) of its 8-sheet
faces. Management of the Company has control over the selection and removal
of an additional 155 faces. The remaining 111 faces to be removed will be
selected by the Company from a pool of faces identified by the City. While
the number of signs being taken down represents a large percentage of
Naegele's plant in the Jacksonville market, the Company believes that
Jacksonville has been overbuilt for a number of years, leading to low
occupancy levels and low advertising rates. The removal of a number of
marginally profitable boards is expected to put upward pressure on rates.
Additionally, the removals are staggered over 20 years, with management
having substantial input on which signs are removed and some rights of
substitution and rebuilding of outdoor advertising structures in the
Jacksonville market.
9
<PAGE>
On February 1, 1991, Naegele entered into a consent judgment to settle a
complaint brought by the Minnesota Attorney General under Minnesota
anti-trust laws pursuant to which Naegele and its successors are prohibited
from purchasing outdoor advertising displays in the Minneapolis/St. Paul
market from other operators of outdoor advertising displays until February 1,
2001. The consent judgment also prohibits the Company from enforcing certain
covenants not to compete and from entering into property leases in excess of
15 years. The consent judgment does not affect the Company's ability to
continue to develop and build new advertising displays in the Minneapolis/St.
Paul market. Additionally, the Company can purchase displays from brokers or
other non-operators.
The outdoor advertising industry is heavily regulated and at various
times and in various markets can be expected to be subject to varying degrees
of regulatory pressure affecting the operation of advertising displays.
Accordingly, although the Company's experience to date is that the regulatory
environment has not adversely impacted the Company's business, other than in
the newly acquired Jacksonville market, no assurance can be given that
existing or future laws or regulations will not materially adversely affect
the Company at some time in the future.
EMPLOYEES
At December 31, 1997, the Company employed approximately 830 people, of
whom approximately 260 were primarily engaged in sales and marketing, 360
were engaged in painting, bill posting and construction and maintenance of
displays and the balance were employed in financial, administrative and
similar capacities. Of those employees, the following number belong to
unions: Baltimore (19), Milwaukee (12), Minneapolis/St. Paul (16),
Philadelphia (43), Washington D.C. (11) and Wilmington (14). The Company
considers its relations with the unions and with its employees to be good.
ITEM 2 -- PROPERTIES
OUTDOOR ADVERTISING SITES
Giving effect to the Acquisitions, the Company owns or has permanent
easements on approximately 382 parcels of real property that serve as the
sites for its outdoor displays. The Company's remaining approximately 18,076
advertising display sites are leased or licensed.
The Company's leases are for varying terms ranging from month-to-month
or year-to-year to terms of ten years or longer, and many provide for renewal
options. There is no significant concentration of displays under any one
lease or subject to negotiation with any one landlord. The Company believes
that an important part of its management activity is to manage its lease
portfolio and negotiate suitable lease renewals and extensions.
OFFICE AND PRODUCTION FACILITIES
The Company's principal executive and administration offices are located
in Chicago, Illinois in a 14,984-square foot space leased by the Company. In
addition, after giving effect to the Acquisitions, the Company has an office
and complete production and maintenance facility in each of Addison, Illinois
(40,000 square feet); Orlando (20,500 square feet); Memphis (24,844 square
feet); Chattanooga (14,580 square feet); Ocala (11,700 square feet); Myrtle
Beach (14,792 square feet); Milwaukee (18,367 square feet); Indianapolis
(23,648 square feet); Des Moines (15,320 square feet); Minneapolis/St. Paul
(82,547 square feet); Jacksonville (16,000 square feet); Evansville (16,000
square feet); Philadelphia (32,000 square feet);
10
<PAGE>
Washington, D.C. (15,668 square feet); Salisbury (12,000 square feet);
Wilmington (5,700 square feet); Baltimore (30,668 square feet); Yonkers, NY
(4,900 square feet); and Kingston, NY (3,000 square feet) and a sales, real
estate and administration office in Dallas (2,000 square feet); New York
(6,000 square feet); and Orange County, CA (4,000 square feet). The
Indianapolis, Addison, Orlando, Milwaukee, Jacksonville, Myrtle Beach,
Chattanooga, Ocala, Evansville, Philadelphia, Washington, D.C., Salisbury,
Wilmington, Yonkers and Kingston facilities are owned and all other
facilities are leased. The Company considers its facilities to be well
maintained and adequate for its current and reasonably anticipated future
needs.
ITEM 3 -- LEGAL PROCEEDINGS
In addition, from time to time, the Company is involved in litigation in
the ordinary course of business, including disputes involving advertising
contracts, site leases, employment claims and construction matters. The
Company is also involved in routine administrative and judicial proceedings
regarding permits and fees relating to outdoor advertising structures and
compensation for condemnations. None of these proceedings, in the opinion of
management, is likely to have a material adverse effect on the Company.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Approval of the merger of the Company with Clear Channel was submitted
to a vote of the shareholders at a shareholders' meeting on February 6, 1998.
11
<PAGE>
PART II
ITEM 5--MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
PRICE RANGE OF COMMON STOCK
The Common Stock is quoted on the Nasdaq National Market under the
symbol "UOUT." The following table sets forth for the periods indicated, the
high and low closing prices for the Common Stock as reported by the Nasdaq
National Market. Prior to July 23, 1996, the day on which the Common Stock
was first publicly traded, there was no public market for the Common Stock.
<TABLE>
<CAPTION>
1996 HIGH LOW
- ---- ----- ------
<S> <C> <C>
Third Quarter Ended September 30, 1996 (beginning July 23, 1996) . . 36.25 16.50
Fourth Quarter Ended December 31, 1996 . . . . . . . . . . . . . . . 37.75 23.12
1997
- ----
First Quarter Ended March 31, 1997 . . . . . . . . . . . . . . . . . 33.38 22.25
Second Quarter Ended June 30, 1997 . . . . . . . . . . . . . . . . . 36.25 22.125
Third Quarter Ended September 30, 1997 . . . . . . . . . . . . . . . 37.50 32.38
Fourth Quarter Ended December 31, 1997 . . . . . . . . . . . . . . . 52.25 38.00
</TABLE>
On March 23, 1998, the last reported sale price per share for the Common
Stock on the Nasdaq National Market was $66.25 per share. As of March 24,
1998, there were approximately 1800 holders of the Common Stock.
DIVIDEND POLICY
The Company has not paid dividends on its common stock and does not
anticipate paying dividends in the foreseeable future. The Company intends
to retain any future earnings for reinvestment in the Company. Any future
determination as to payment of dividends will be at the discretion of the
Company's Board of Directors and will depend on the Company's results of
operations, financial condition, capital requirements and other factors
deemed relevant by the Board of Directors.
12
<PAGE>
ITEM 6 -- SELECTED FINANCIAL DATA
The selected financial data presented below as of and for the year ended
December 31, 1997 are derived from the Consolidated Financial Statements of
the Company. The selected financial data as of and for the years ended
December 31, 1993, 1994, 1995, and 1996 are derived from the financial
statements of the Company. The data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements,
including the notes thereto, appearing elsewhere in this Report. Due to the
significant development and acquisition of additional assets, the data set
forth below is not necessary comparable on a year-to-year basis.
<TABLE>
<CAPTION>
Year Ended December 31,
------------------
1993 1994 1995 1996 1997
------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA:
Gross revenue. . . . . . . . . . . . . . . . $28,710 $33,180 $38,101 $84,939 $230,148
Net revenues(1). . . . . . . . . . . . . . . 25,847 29,766 34,148 76,138 209,639
Direct advertising expenses. . . . . . . . . 10,901 11,806 12,864 26,468 82,637
General and administrative expenses. . . . . 3,357 3,873 4,645 10,648 18,976
Depreciation and amortization. . . . . . . . 8,000 7,310 7,402 18,286 59,977
Non cash compensation. . . . . . . . . . . . -- -- -- 9,000 8,289
Operating income . . . . . . . . . . . . . . 3,589 6,777 9,237 11,736 39,760
Interest expense . . . . . . . . . . . . . . 9,299 11,809 12,894 19,567 46,400
Other (expense) income, net. . . . . . . . . (351) (134) (46) (1,398) 2,621
Income (loss) before extraordinary item(2) . (6,061) (5,166) (3,703) (9,229) (9,261)
Net income (loss). . . . . . . . . . . . . . (9,321) (5,166) (3,703) (35,803) (9,261)
Operating Cash Flow(3) . . . . . . . . . . . $11,589 $14,087 $16,639 $39,022 $108,026
Operating Cash Flow Margin(4). . . . . . . . 44.8% 47.3% 48.7% 51.3% 51.5%
Capital expenditures . . . . . . . . . . . . 2,004 4,668 5,620 7,178 16,653
Deficiency in coverage of earnings . . . . . 9,321 5,166 3,703 35,803 9,261
FINANCIAL RATIOS:
Percentage of indebtedness to total
capitalization(5) . . . . . . . . . . 186.7% 153.7% 156.8% 60.6% 63.7%
Ratio of total indebtedness to Operating Cash
Flow(6) . . . . . . . . . . . . . . . 6.0x 7.1x 6.4x NM(7) 4.8x
Ratio of Operating Cash Flow to total
interest(8) . . . . . . . . . . . . . 1.2x 1.2x 1.3x 2.0x 2.3x
At December 31,
---------------
1993 1994 1995 1996 1997
------- ------- -------- -------- --------
BALANCE SHEET DATA:
Working capital(9) . . . . . . . . . . . . . $1,481 $2,787 $4,137 $21,736 $18,078
Total assets . . . . . . . . . . . . . . . . 61,816 68,253 71,050 693,082 940,848
Total long-term debt and other obligations . 69,254 99,669 106,362 349,141 519,974
Redeemable preferred stock . . . . . . . . . 21,505 -- -- -- --
Common stockholders' equity (deficit). . . . (32,157) (34,823) (38,526) 227,088 296,355
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
</TABLE>
13
<PAGE>
(FOOTNOTES FOR PREVIOUS TABLE)
___________
(1) Net revenues are gross revenues less agency commissions.
(2) Extraordinary item represents loss on early extinguishment of debt.
(3) "Operating Cash Flow" is operating income before depreciation and
amortization and other non-cash charges. Operating Cash Flow is not
intended to represent net cash flow provided by operating activities as
defined by generally accepted accounting principles and should not be
considered as an alternative to net income (loss) as an indicator of the
Company's operating performance or to net cash provided by operating
activities as a measure of liquidity. The Company believes Operating Cash
Flow is a measure commonly reported and widely used by analysts, investors
and other interested parties in the media industry. Accordingly this
information has been disclosed herein to permit a more complete comparative
analysis of the Company's operating performance relative to other companies
in the media industry.
(4) "Operating Cash Flow Margin" is Operating Cash Flow stated as a percentage
of net revenues.
(5) Amounts represent (i) total long-term debt divided by (ii) total long-term
debt plus common stockholders' equity (deficit).
(6) Amounts represent (i) total long-term debt divided by (ii) Operating Cash
Flow.
(7) Ratio of total indebtedness to Operating Cash Flow for the year ended
December 31, 1996 is not meaningful as a result of significant acquisitions
during 1996.
(8) Amounts represent the ratio of (i) Operating Cash Flow (ii) interest
expense on funded debt.
(9) Working capital is current assets less current liabilities (excluding
current maturities of long-term debt and other obligations).
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the consolidated results of operations of the
Company for the three years ended December 31, 1997 and financial condition at
December 31, 1997 should be read in conjunction with the Consolidated Financial
Statements of the Company and the related notes included elsewhere in this
Report.
This Item 7 contains forward-looking statements that involve risks and
uncertainties. When used in this Item 7, the words "anticipate", "believe",
"estimate", and "expect" and similar expressions as they relate to the
Company and its management are intended to identify such forward-looking
statements. The Company's actual results, performance, or achievements could
differ materially from the results expressed in, or implied by, such
forward-looking statements. Factors that could affect such results,
performance, or achievements are set forth in "Risk Factors" in the Final
Prospectus dated August 15, 1997 filed in connection with the Company's
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (File No. 333-32607).
14
<PAGE>
GENERAL
The Company has grown significantly since 1989 through the acquisition of
outdoor advertising businesses and individual display faces in specific markets,
improvements in occupancy and advertising rates, and the development of new
display faces in existing markets. Between January 1, 1989 and December 31,
1997, the Company spent in excess of $714 million to acquire additional display
faces, increasing the number of its display faces from approximately 600 in 1989
to approximately 33,994 at December 31, 1997. During this period, the Company's
net revenues increased from $10.3 million in 1989 to $209.6 million in 1997.
The Company's acquisitions have been financed through bank borrowings and
the issuance of long-term debt, as well as with internally-generated funds. All
acquisitions (including the Acquisitions) have been accounted for using the
purchase method of accounting, and consequently, operating results from acquired
operations are included from the respective dates of those acquisitions. As a
result of these acquisitions and the effects of consolidation of operations
following each acquisition, the operating performance of certain markets and of
the Company as a whole reflected in the Company's Consolidated Financial
Statements and other financial and operating data included herein are not
necessarily comparable on a year-to-year basis.
HISTORICAL RESULTS OF OPERATIONS
The following table presents certain operating statement items in the
Consolidated Statements of Operations as a percentage of net revenues:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1994 1995 1996 1997
------ ------ ------ -------
<S> <C> <C> <C> <C>
Net revenues . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0%
Direct advertising expenses. . . . . . . . 39.7 37.7 34.8 39.4
General and administrative expenses. . . . 13.0 13.6 14.0 9.1
Operating Cash Flow(1) . . . . . . . . . . 47.3 48.7 51.2 51.5
Depreciation and amortization. . . . . . . 24.5 21.6 24.0 28.6
Non-cash compensation expense. . . . . . . -- -- 11.8 3.9
Operating income . . . . . . . . . . . . . 22.8 27.1 15.4 19.0
Other expense, primarily interest. . . . . 40.2 37.9 27.5 23.4
Net (loss) income before extraordinary item (17.4)% (10.8)% (12.1)% (4.4)%
</TABLE>
___________
(1) As defined herein.
Revenues are a function of both the occupancy of the Company's display
faces and the rates that the Company charges for their use. The Company
focuses its sales effort on maximizing occupancy levels while maintaining
rate integrity in its markets. Additionally, the Company believes it is
important to the overall sales effort to continually attempt to develop new
inventory in growth areas of its existing markets in order to enhance overall
revenues.
15
<PAGE>
Net revenues represent gross revenues less commissions paid to
advertising agencies that contract for the use of advertising displays on
behalf of advertisers. Agency commissions on those revenues which are
contracted through agencies are typically 15% of gross revenues on local
sales and 162 3% of gross revenues on national sales. The Company considers
agency commissions as a reduction in gross revenues, and measures its
operating performance based upon percentages of net revenues rather than
gross revenues.
Direct advertising expenses consist of the following five categories:
lease, production, sales, maintenance and illumination. The lease expense
consists mainly of rental payments to owners of the land underlying the
signs. The production category consists of all of the costs to produce
advertising copy and install it on the display faces. Sales expense consists
mainly of the cost of staffing a sales force to sell within a specific
market. The maintenance category includes minor repair and miscellaneous
maintenance of the sign structures and the illumination category consists
mainly of electricity costs to light the display faces. The majority of these
direct expenses are variable costs (other than lease costs) that will
fluctuate with the overall level of revenues. In 1997, these expenses
amounted to the following approximate percentages of net revenues: lease
17.6%, production 10.4%, sales 7.2%, maintenance 2.3% and illumination 1.9%.
General and administrative expenses occur at both the market and
corporate levels. At the market level these expenses contain various items of
office overhead pertaining to both the personnel and the facility required to
administer a given market. The corporate general and administrative costs
represent staff and facility expenses for the executive offices and the
centralized accounting function. Both types of general and administrative
expenses are primarily fixed expenses in the operation of the business.
At December 31, 1997, the Company had net operating loss and credit
carryforwards for federal income tax purposes of approximately $76 million.
Included in total net operating loss and credit carryforwards is
approximately $35 million of net operating loss and credit carryforwards
generated by certain acquired companies prior to their acquisition by the
Company. The Company experienced an "ownership change" within the meaning of
Section 382 of the Internal Revenue Code and a limit is imposed on the
acquired net operating loss carryforwards. Total carryforwards expire
between 2005 and 2011. During the current fiscal year, the Company did not
utilize any net operating loss and credit carryforwards.
COMPARISON OF YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
Net revenues increased 175.4% to $209.6 million during 1997 compared to
$76.1 million in the corresponding 1996 period. This increase was a result
of inclusion of approximately $6.9 million of revenues from the Minneapolis
(MN) and Jacksonville (FL) markets which were acquired from NOA Holding
Company in April 1996 (the "Naegele Acquisition"). Additionally, $38.5
million is attributable to markets acquired from Outdoor Advertising
Holdings, Inc. in October 1996 (the "POA Acquisition") and $62.1 million is
attributable to markets acquired from Revere Holdings Corp. in December 1996
(the "Revere Acquisition") and in connection with the Matthew Acquisition,
Penn Acquisition, Allied Acquisition and Gaess Acquisition. Revenues from
markets acquired in the Memphis/Tunica Acquisition and Swaney Acquisition
contributed $16.5 million. The remaining $9.5 million or 12.5% increase in
net revenues was a result of higher advertising rates and occupancy levels on
the Company's signboards and inclusion of signboard revenues from advertising
display faces in the Des Moines (IA), Dallas (TX), Evansville (IN), Chicago
(IL) and Chattanooga (TN) markets which were acquired during in 1996 and
1997. Overall net revenues from tobacco advertising increased to $22.8
million in 1997 compared to $10.0 million in the 1996 period. This increase
was due mainly to the inclusion of tobacco revenues from the acquired
markets. As
16
<PAGE>
a percentage of net revenues, tobacco advertising sales decreased to 10.9% in
1997 compared to 13.2% in the 1996 period.
The tobacco industry has recently engaged in negotiations to settle
litigation against such industry. The tobacco companies have reached a
proposed settlement that, upon approval of Congress, will become final and
binding. Such proposed settlement would require a total ban of tobacco
advertising on outdoor billboards and signs. Any such ban may have a
material adverse effect on the Company's revenues at least in the immediate
period following the imposition of such ban while alternate sources of
advertising are secured. There can be no assurance that the Company will
immediately replace such advertising revenue currently attributed to the
tobacco industry in the event of a total ban of tobacco advertising on
outdoor billboards and signs. Furthermore, even in the even the advertising
ban does not take place, state and local governments, including state and
local governments in areas where the Company does business, have recently
proposed and some have enacted regulations restricting or banning outdoor
advertising of tobacco in certain jurisdictions.
Direct cost of revenues increased to $82.6 million in 1997 compared to
$26.5 million in the 1996 period. The Naegele Acquisition and the POA
Acquisition accounted for $6.3 million and $12.6 of the increase,
respectively. The Revere Acquisition, the Matthew Acquisition, the Penn
Acquisition, the Gaess Acquisition, the Memphis/Tunica Acquisition and the
Swaney Acquisition accounted for $33.9 million. As a percentage of net
revenues, direct cost of revenues increased to 39.4% in 1997 compared to
34.8% in the 1996 period.
General and administrative expenses increased to $19.0 million in 1997
from $10.6 million in the 1996 period. As a percentage of net revenues,
general and administrative expenses decreased to 9.0% in 1997 compared to
13.9% in the 1996 period. This percentage decrease was due to the addition
of the new markets' revenues without a significant increase in staffing or
other corporate overhead expenses.
Depreciation and amortization expense increased to $60.0 million in 1997
compared to $18.3 million in the 1996 period. This increase was due to
significant increases in the fixed assets and good will as a result of the
acquisitions.
Non-cash compensation for common stock warrants consisted of a $8.3
million non-recurring charge arising from the issuance of stock options and
awards to senior level employees. This non-cash charge represents the fair
market value of the options and awards on the date of the grant.
Total interest expense increased to $46.4 million in 1997 compared to
$19.6 million in the 1996 period. This increase resulted from increased debt
outstanding under the Company's revolving credit facility which was incurred
to finance the Revere Acquisition, Matthew Acquisition, Memphis/Tunica
Acquisition, Penn Acquisition and Allied Acquisitions and from the issuance
by UOI of $225 million 9 3/4 % Senior Subordinated Notes due 2006 in October
1996 and $100 million 9 3/4% Series B Subordinated Notes due 2006 in December
1996 (the "Notes").
Other expenses increased to $2.6 million in 1997, consisting of $3.1
million of merger costs offset by miscellaneous income.
The foregoing factors contributed to the Company's $9.3 million net loss
in 1997 compared to a $35.8 million net loss in the 1996 period.
17
<PAGE>
COMPARISON OF YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1995
Net revenues increased 123.2% to $76.1 million during 1996 compared to
$34.1 million in the corresponding 1995 period. This increase was a result of
inclusion of approximately $20.2 million of revenues from the Naegele
Acquisition and approximately $13.0 million of revenues from the POA
Acquisition. The remaining $8.8 million or 25.8% increase in net revenues
was a result of higher advertising rates and occupancy levels on the
Company's signboards and inclusion for the three quarters of signboard
revenues from the acquisitions of Image Media, Inc. and AdSign, Inc. and a
full quarter of signboard revenues from the markets in Des Moines (IA) and
Dallas (TX) which were acquired in September 1996. Overall net revenues from
tobacco advertising increased to $10.0 million in 1996 compared to $4.5
million in the 1995 period. This increase was due mainly to the inclusion of
tobacco revenues from the various markets acquired in 1996 and 1995.
However, as a percentage of net revenues, tobacco advertising sales remained
constant at 13.2% in 1996 and 1995.
Direct cost of revenues increased to $26.5 million in 1996 compared to
$12.9 million in the 1995 period. The Naegele Acquisition and the POA
Acquisition accounted for $7.3 million and $3.0 million, respectively, of the
increase. As a percentage of net revenues, however, direct cost of revenues
decreased to 34.8% in 1996 compared to 37.8% in the 1995 period as a result
of economies of scale associated with the increased revenues.
General and administrative expenses increased to $10.6 million in 1996
from $4.6 million in the 1995 period. As a percentage of net revenues,
general and administrative expenses increased to 13.9% in 1996 compared to
13.6% in the 1995 period. This percentage increase was due to an increase in
staffing required in conjunction with the significant increase in the size of
the Company's operations.
Non-cash compensation for common stock warrants consisted of a $9.0
million non-recurring charge arising from the issuance of common stock
warrants in the Naegele Acquisition. This non-cash charge represents the
fair market value of the common stock warrants on the date of the grant.
Depreciation and amortization expense increased to $18.3 million in 1996
compared to $7.4 million in the 1995 period. This increase was due to
significant increases in the fixed assets as a result of the acquisitions
consummated in such period.
Total interest expense increased to $19.6 million in 1996 compared to
$12.2 million in the 1995 period. The increase resulted from increased debt
outstanding under the credit facility which was incurred to finance the
Naegele Acquisition and from the issuance of the Notes.
Other expenses increased to $1.4 million in 1996, consisting of a $1.7
million one-time charge for expenses arising out of the Naegele Acquisition.
An extraordinary charge of $26.6 million arose out of the early
retirement of UOI's outstanding $65 million 11% Series A Senior Notes due
2003 and the Company's 14% Series A Senior Secured Discount Notes due 2004.
The foregoing factors contributed to the Company's $35.8 million net
income in 1996 compared to a $3.7 net loss in the 1995 period.
18
<PAGE>
COMPARISON OF YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1994
Net revenues increased 14.7% to $34.1 million during 1995 from $29.8
million in 1994, reflecting higher advertising rates and occupancy levels and
increased sales to local and regional advertisers. Net revenues from tobacco
advertising increased between 1994 and 1995 from $3.8 million to $4.5
million. As a percentage of net revenues, tobacco advertising sales
increased slightly to 13.3% in 1995 from 13.1% in 1994.
Direct advertising expenses increased to $12.9 million in 1995 from
$11.8 million in 1994 as a result of higher sales during the 1995 period. As
a percentage of net revenues, however, direct advertising expenses decreased
to 37.7% in 1995 as a result of economies of scale associated with increased
revenues.
General and administrative expenses in 1995 increased to $4.6 million
from $3.9 million in 1994 due to the incremental payroll costs associated
with additional employees. As a percentage of net revenues, however, general
and administrative expenses increased to 13.6% from 13.0% in the prior year.
This increase was primarily due to expenses related to acquisitions.
Depreciation and amortization expenses increased slightly to $7.4
million in 1995 from $7.3 million in 1994 due to large increases in the fixed
assets offset by scheduled depreciation of the older fixed assets.
Total interest expense increased to $12.9 million in 1995 from $11.8
million in 1994 due to interest expense associated with additional
borrowings and the accretion of interest due to a larger amount of principal
outstanding, partially offset by the elimination of the accretion of
dividends on redeemable preferred stock.
The foregoing factors contributed to the Company's $3.7 million net loss
in 1995 compared to a net loss of $5.2 million in 1994. Because the Company
incurred net losses in 1995, 1994 and 1993, it had no provision for income
taxes in those years.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically satisfied its working capital requirements
with cash from operations and revolving credit borrowings. Its acquisitions
have been financed primarily with borrowed funds and, to a lesser extent,
with stock.
In May 1997, UOI, LaSalle National Bank ("LaSalle") and Bankers Trust
Company, as co-agents ("Bankers Trust" and together with LaSalle, the
"Lenders"), agreed to amend and restate the Company's credit facility to
provide for an acquisition credit line in the amount of $212.5 million, a
working capital revolving credit line of $12.5 million, a swing line of $5.0
million and $75 million term loan (the "Credit Facility"). No amounts have
been drawn under the working capital facility. At December 31, 1997, the
Company had approximately $191.5 million outstanding under the Credit
Facility.
In August 1997, the Company completed an offering of 5,912,500 shares of
Common Stock of which 2,109,105 were primary shares and 3,803,395 were
secondary shares (the "August Offering"). Proceeds to the Company from the
August Offering totaled approximately $70.2 million. All of the proceeds
were used to reduce outstanding indebtedness.
19
<PAGE>
Net cash provided by operating activities increased to $31.6 million in
1997 from $14.0 million for the 1996 period. Net cash provided by operating
activities increased to $14.0 million in 1996 from $7.0 million in the 1995
period. Net cash provided by operating activities reflects the Company's net
income 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 $280.4 million in
1997 includes cash used for acquisitions of $263.7 million and other capital
expenditures of $16.7 million. The Company's net cash used in investing
activities of $498.0 million in 1996 includes cash used for acquisitions of
$490.8 million and other capital expenditures of $7.2 million. The Company's
net cash used in investing activities of $9.1 million for the year ended
December 31, 1995 included cash used for acquisitions of $1.9 million and
other capital expenditures of $5.6 million.
For the year ended December 31, 1997, $237.2 million was provided by
financing activities primarily due to the offering of common stock by the
Company and increased borrowings under the Company's credit facilities. For
the 1996 period, $495.6 million was provided by financing activities
primarily due to the offering of common stock by the Company and increased
borrowings under the Company's credit facilities. In 1995, net cash of $2.0
million was provided by financing activities, primarily due to borrowings
under the prior credit facility.
Capital expenditures have been made primarily to develop new structures
in each of the Company's markets. The Company intends to continue to develop
new structures in its markets and to consider potential acquisitions in the
Midwest, Southeast and East Coast regions and contiguous markets.
Management believes that its internally generated funds, together with
available borrowings under its credit facility, will be sufficient to satisfy
its cash requirements, including anticipated capital expenditures, for the
foreseeable future. However, in the event cash from operations, together with
available funds under the Company's credit facility are insufficient to
satisfy its cash requirements, the Company may obtain funds from additional
sources of indebtedness and/or equity offerings by the Company to finance its
operations including, without limitation, additional acquisitions.
The Company's ability to make scheduled payments of principal of, or to
pay interest on, or to refinance its indebtedness (including the Notes)
depends on its future performance and financial results, which to a certain
extent, is subject to general economic, financial, competitive, legislative,
regulatory and other factors beyond its control. There can be no assurance
that the Company's business will generate sufficient cash flow from
operations or that future borrowings will be available in an amount
sufficient to enable the Company to service its indebtedness, including the
Notes, or to make necessary capital expenditures, or that any refinancing
would be available on commercially reasonable terms or at all.
INFLATION
Inflation has not had a significant impact on the Company over the past
three years. The floating rate on the Credit Facility could increase in an
inflationary environment, but management believes that because a significant
portion of the Company's costs are fixed, inflation will not have a material
adverse effect on its operations. However, there can be no assurance that a
high rate of inflation in the future will not have an adverse effect on the
Company's operations.
20
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information." The Statements are effective for fiscal years
beginning after December 15, 1997. SFAS No. 130 requires the presentation of
comprehensive income and its components in a full set of financial
statements. SFAS No. 131 requires the disclosure of financial and descriptive
information about reportable operating segments. Both SFAS No. 130 and 131
are modifications of disclosure requirements which will have no effect on the
results of operations or financial condition of the Company. The Company
does not anticipate any significant changes in disclosure as a result of
adopting SFAS Nos. 130 and 131.
YEAR 2000 RISK
The Company has implemented a Year 2000 Program to ensure that the
Company's computer systems and applications will function properly beyond
1999. The Company believes that it has allocated adequate resources for this
purpose and expects its Year 2000 Program to be successfully completed on a
timely basis. There can, however, be no assurance that this will be the case.
ITEM 8 -- FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
21
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997
22
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of Universal Outdoor Holdings, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of changes in stockholders' equity
(deficit) and of cash flows present fairly, in all material respects, the
financial position of Universal Outdoor Holdings, Inc. and its subsidiary ("the
Company") at December 31, 1996 and 1997, and the results of their operations and
their cash flows for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 6, 1998
23
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1997
-------- --------
<S> <C> <C>
Current assets:
Cash and equivalents $ 11,631 $ 89
Cash held in escrow 9,455 -
Accounts receivable, less allowance
for doubtful accounts of $2,849 and $2,476 20,927 35,876
Other receivables 1,445 1,761
Prepaid land leases 4,010 9,520
Prepaid insurance and other 4,173 3,521
-------- --------
Total current assets 51,641 50,767
Property and equipment, net 382,555 622,179
Goodwill and intangible assets, net 233,772 249,485
Other assets, net 25,114 18,417
-------- --------
Total assets $693,082 $940,848
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $ 26,532 $ 27,177
Current maturities of long-term debt - 12,374
Accounts payable 3,373 5,512
-------- --------
Total current liabilities 29,905 45,063
-------- --------
Long-term debt and other obligations 349,141 507,600
Other long-term liabilities 485 -
Long-term deferred income tax liabilities 86,463 91,830
-------- --------
Commitments and contingencies (Note 14) - -
Stockholders' equity
Preferred stock, $.01 par value, 10,000,000 shares authorized;
no shares issued and outstanding - -
Common stock, $.01 par value, 75,000,000 shares authorized;
26,814,815 shares issued and outstanding 239 268
Warrants 9,967 9,499
Additional paid in capital 295,162 374,129
Accumulated deficit (78,280) (87,541)
-------- --------
Total stockholders' equity 227,088 296,355
-------- --------
Total liabilities and stockholders' equity $693,082 $940,848
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
24
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars and shares in thousands)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1995 1996 1997
------- ------- --------
<S> <C> <C> <C>
Revenues $38,101 $84,939 $230,148
Less agency commissions 3,953 8,801 20,509
------- ------- --------
Net revenues 34,148 76,138 209,639
-------- -------- --------
Operating expenses:
Direct advertising expenses 12,864 26,468 82,637
General and administrative expenses 4,645 10,648 18,976
Depreciation and amortization 7,402 18,286 59,977
Non-cash compensation expense - 9,000 8,289
-------- -------- --------
24,911 64,402 169,879
-------- -------- --------
Operating income 9,237 11,736 39,760
-------- -------- --------
Other expense:
Interest expense, including amortization
of bond discount of $3,982, $4,256 and $9 12,234 19,567 46,400
Other expenses 706 1,398 2,621
-------- -------- --------
Total other expense 12,940 20,965 49,021
-------- -------- --------
Loss before extraordinary item (3,703) (9,229) (9,261)
Extraordinary loss on early extinguishment of debt - 26,574 -
-------- -------- --------
Net loss $(3,703) $(35,803) $ ( 9,261)
======== ========= ===========
Loss per common and common equivalent share:
Basic loss before extraordinary item $ (0.48) $ (0.58) $ (0.37)
Basic extraordinary loss - (1.68) -
Basic net loss $ (0.48) $ (2.27) $ (0.37)
Average common shares outstanding 7,654 15,787 25,110
</TABLE>
See accompanying notes to consolidated financial statements.
25
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(3,703) $(35,803) $(9,261)
Depreciation 10,354 13,309 42,347
Amortization 1,690 4,977 17,630
Noncash compensation expense - 9,000 8,289
Extraordinary loss - 26,574 -
Changes in assets and liabilities, net of effects
from acquisitions:
Accounts receivable and other receivables (762) (1,200) (14,137)
Prepaid land leases, insurance and other (391) 435 (1,919)
Accounts payable and accrued expenses (188) (3,308) (11,350)
-------- -------- --------
Net cash from operating activities 7,000 13,984 31,599
-------- -------- --------
Cash flows used in investing activities:
Capital expenditures (5,620) (7,178) (16,653)
Payments for acquisitions, net of cash acquired (1,925) (490,813) (263,706)
Payment for consulting agreement (1,400) - -
Other payments (124) 13 -
-------- -------- --------
Net cash used in investing activities (9,069) (497,978) (280,359)
-------- -------- --------
Cash flows from (used in) financing activities:
Proceeds from long-term debt offerings - 325,255 -
Long-term debt repayments (262) (117,815) (2,769)
Deferred financing costs (336) (14,590) (1,751)
Net borrowings under credit agreements 2,671 486,052 274,480
Repayment of credit facilities - (475,713) (102,980)
Proceeds from equity offerings - 292,417 70,238
-------- -------- --------
Net cash from financing activities 2,073 495,606 237,218
-------- -------- --------
Net increase (decrease) in cash and equivalents 4 11,612 (11,542)
Cash and equivalents, at beginning of period 15 19 11,631
-------- -------- --------
Cash and equivalents, at end of period $ 19 $11,631 $ 89
========== ======= ===========
Supplemental cash flow information:
Interest paid during the period $8,196 $10,910 $43,621
========== ======== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
26
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(Dollars and shares in thousands)
<TABLE>
<CAPTION>
COMMON
SHARES OF STOCK AND TOTAL
SHARES OF COMMON ADDITIONAL STOCKHOLDERS'
COMMON STOCK PAID-IN ACCUMULATED EQUITY
STOCK B AND C CAPITAL WARRANTS DEFICIT (DEFICIT)
--------- --------- ---------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 7,000 $ 1,451 $ 2,500 $ (38,774) $ (34,823)
Net loss (3,703) (3,703)
------ ------ -------- ------ -------- --------
Balance at December 31, 1995 7,000 1,451 2,500 (42,477) (38,526)
Issuance of Class B and C common shares 6,000 30,000 30,000
Issuance of warrants 9,000 9,000
Conversion of Class B and Class C
common stock shares to common shares 6,000 (6,000)
Initial stock offering proceeds, net of costs
associated with issuance of $2,082 4,630 60,353 60,353
Exercise of warrants 613 1,533 (1,533)
Secondary stock offering proceeds, net of costs
associated with issuance of $796 5,750 202,064 202,064
Net loss (35,803) (35,803)
------ ------ -------- ------ -------- --------
Balance at December 31, 1996 23,993 - 295,401 9,967 (78,280) 227,088
Issuance of common stock shares,
net of costs associated with 2,230 72,524 72,524
Issuance of awards of common stock shares 99 4,738 4,738
Exercise of warrants 493 1,417 (1,417)
Forfeiture of warrants (632) (632)
Non-cash compensation
common stock options and warrants 317 1,581 1,898
Net loss (9,261) (9,261)
------ ------ -------- ------ -------- --------
Balance at December 31, 1997 26,815 - $374,397 $9,499 $(87,541) $296,355
====== ====== ======== ====== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
27
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1 - BASIS OF PRESENTATION AND DESCRIPTION OF THE BUSINESS:
Universal Outdoor Holdings, Inc., was incorporated on May 23, 1991 and through
its principal operating subsidiary, Universal Outdoor, Inc. (collectively, the
"Company") is engaged principally in the rental of advertising space on outdoor
advertising structures. The Company operates in three distinct regions: the
Midwest (Chicago, Minneapolis/St. Paul, Indianapolis, Milwaukee, Des Moines,
Evansville, IN and Dallas), the Southeast (Orlando, Jacksonville, Ocala and the
Atlantic Coast, including Myrtle Beach and the Gulf Coast areas of Florida,
Memphis/Tunica and Chattanooga), and the East Coast (New York, Washington D.C.,
Philadelphia, Northern New Jersey, Wilmington, Salisbury and Hudson Valley, NY).
Historically, manufacturers of tobacco products, principally cigarettes, have
been major users of outdoor advertising displays, including displays operated by
the Company. The following industries generated significant revenues as a
percentage of the Company's total net revenues in 1997: tobacco (10.9%);
automotive (10.5%); retail (11.8%); and entertainment (15.4%).
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
The summary of significant accounting policies is presented to assist the reader
in understanding and evaluating the Company's consolidated financial statements.
These policies are in conformity with generally accepted accounting principles
consistently applied in all material respects.
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All material intercompany balances, transactions and profits
have been eliminated.
REVENUE RECOGNITION
The Company's revenues are generated from contracts with advertisers generally
covering periods of one to twelve months. The Company recognizes revenues
monthly over the period in which advertisement displays are posted on the
advertising structures. A full month's revenue is recognized in the first month
of posting. Costs incurred for the production of outdoor advertising displays
are recognized in the initial month of the contract or as incurred during the
contract period. Payments received in advance of billings are recorded as
deferred revenues.
28
<PAGE>
CASH AND EQUIVALENTS
The Company considers all highly-liquid investments with original maturities of
three months or less to be cash equivalents.
Cash held in escrow in 1996 represents a deposit made by Revere Holding Corp.
under an agreement relating to a contemplated acquisition of property. The
property was subsequently not acquired and therefore the funds were returned to
cash and cash equivalents.
PREPAID LAND LEASES
Most of the Company's advertising structures are located on leased land. Land
rents are typically paid in advance for periods ranging from one to twelve
months. Prepaid land leases are expensed ratably over the related rental term.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Normal maintenance and repair costs
are expensed. Depreciation is computed principally using a straight-line method
over the estimated useful lives of the assets:
Buildings 39 years
Advertising structures 15 years
Vehicles and equipment 5-7 years
GOODWILL AND INTANGIBLE ASSETS
Non-compete agreements are amortized over their estimated economic lives,
ranging from three to ten years. Goodwill is amortized over fifteen years on a
straight-line basis. The Company reviews the carrying value of intangibles and
other long-lived assets for impairment when events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. This
review is performed by comparing estimated undiscounted future cash flows from
the use of the asset to the recorded value of the asset.
OTHER ASSETS
Loan costs incurred in connection with obtaining financing have been deferred
and are being amortized on a straight line basis over the life of the loans.
Acquisition costs are amortized over five years.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of cash and equivalents, accounts receivable and accounts payable
approximate the carrying value because of the immediate or short-term maturity
of these financial instruments. The
29
<PAGE>
fair value of the Company's other financial instruments approximates the
carrying value.
STOCK-BASED COMPENSATION
In 1996, the Company adopted Statement of Financial Accounting Standards (SFAS)
No. 123, "Accounting for Stock-Based Compensation." In accordance with
provisions of SFAS No. 123, the Company applies fair value accounting for its
stock-based compensation.
EARNINGS PER SHARE
The Company adopted SFAS No. 128 "Earnings Per Share" in the fourth quarter of
1997. SFAS No. 128 requires the presentation of basic and diluted earnings per
share, including the restatement of prior years. For the years ended December
31, 1997, 1996, and 1995 the presentation of diluted earnings per share was not
required.
Basic earnings per share is computed by dividing net income by the average
number of common shares outstanding during each year. All per share information
in these financial statements have been adjusted to give effect to a 16-for-one
stock split in July 1996.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain amounts in the prior years' consolidated financial statements have been
reclassified to conform with the current year presentation and to reflect the
finalization of purchase accounting for 1996 acquisitions. These
reclassifications were not significant and had no effect on previously reported
net losses.
30
<PAGE>
NOTE 3 - EQUITY OFFERINGS AND DEBT REFINANCINGS:
<TABLE>
<CAPTION>
1996 1997
--------- --------
<S> <C> <C>
Proceeds from equity offerings:
Private investors $ 30,000
Initial public offering 60,353
Secondary public offering 202,064 $ 70,238
--------- --------
292,417 70,238
--------- --------
Proceeds from long-term debt offerings:
9 3/4% Senoir Subordinated Debt 223,587
9 3/4% Series B Senior Subordinated Debt 101,500
Paramount note 168
---------
325,255
---------
Proceeds from credit facilities 486,052 274,480
--------- --------
Total proceeds from financings 1,103,724 344,718
--------- --------
Proceeds from financings used for:
14% Senior Secured Discount Notes repayment 32,718
11% Senior Notes repayment 65,000
Penalty on the early retirement of 11% Senior
Notes and 14% Senior Secured Notes 18,424
Mortgage and other 1,673 2,769
--------- --------
117,815 2,769
Repayment of credit facilities 475,713 102,980
Financing costs 14,590 1,751
--------- --------
608,118 107,500
--------- --------
Net financing proceeds $ 495,606 $237,218
========= =========
</TABLE>
In April 1996, the Company sold to private investors 2,984,000 shares of Class B
common stock and 3,016,000 shares of Class C common stock for net proceeds of
approximately $30 million. The proceeds were used to assist in financing the
acquisition of NOA Holding Corp.
In July 1996, the Company completed an initial public offering (IPO) of
approximately 4,630,000 shares of its common stock, at a price of $14.50 per
share for net proceeds of $60,353. In conjunction with the IPO, the Company
effected a 16-for-one stock split. In October 1996, a secondary offering of
approximately 5,750,000 shares of the Company's common stock was issued at an
offering price of $37.50 per share for net proceeds of $202,064.
In August 1997, an offering of approximately 2,109,000 shares of the Company's
common stock was issued at an offering price of $35.00 per share for net
proceeds of approximately $70.2 million.
31
<PAGE>
At December 31, 1997 the Company's credit facility provides for a total loan
commitment of $305 million with (i) a revolving line of credit facility
providing for borrowings of up to $12.5 million, (ii) an acquisition credit
line in the amount of $212.5 million which is available under a revolving/term
loan facility, (iii) a swing line in the amount of $5 million, and (iv) a term
loan agreement totaling $75 million. In 1997, proceeds from credit facilities
totaled $274,480, while credit facility repayments totaled $102,980.
In 1996 the Company completed a public offering of $225 million 9 3/4% Senior
Subordinated Notes due 2006 for net proceeds of $223,587 in October 1996 and a
private offering of $100 million 9 3/4% Series B Subordinated Notes due 2006 for
net proceeds of $101,500 in December 1996 (collectively, "the Notes Offerings").
The net proceeds of the 1996 equity offerings and the Notes Offerings together
with the proceeds under the available credit facilities were used to redeem all
of the outstanding 14% Senior Secured Discount Notes due 2003 at $32,718 and the
11% Senior Notes due 2003 at $65,000, pay the $18,424 related penalty, repay
approximately $285 million of the then outstanding credit facility and pay the
purchase price of $25 million relating to certain acquisitions which occurred in
1996. The redemptions during 1996 resulted in an extraordinary loss of $26,574.
In 1997, the net proceeds of the equity offerings were used to reduce
outstanding indebtedness.
NOTE 4 - ACQUISITIONS:
The Company's wholly owned subsidiary, Universal Outdoor, Inc. ("Universal")
completed the following acquisitions for primarily cash during 1996 and 1997:
<TABLE>
<CAPTION>
PURCHASE PRICE
STOCK ASSET
ACQUIRED ACQUISITION ACQUISITION
<S> <C> <C> <C>
Ad-Sign, Inc. January 1996 $12,500
NOA Holding Corporation April 1996 $ 83,295
Iowa Outdoor Displays September 1996 1,794
The Chase Company September 1996 5,800
Trans-Ad, Inc. October 1996 239,064
Revere Holding Corporation December 1996 123,794
Tanner-Peck LLC January 1997 71,659
Matthew Outdoor Advertising January 1997 40,931
Ad-Craft, Inc. February 1997 5,507
David Klein Outdoor Advertising, Inc. February 1997 5,258
Trans-Ad, Inc. March 1997 7,980
Penn Advertising of Baltimore, Inc. June 1997 46,500
Swaney Outdoor Advertising LLC July 1997 2,532
Allied Outdoor Advertising, Inc. July 1997 50,938
Visual Outdoor Advertising, Inc. August 1997 2,398
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Gaess Outdoor, Inc. October 1997 15,827
Royal Outdoor Advertising October 1997 4,034
Paxson Communications Corporation October 1997 4,418
Tagco, Inc. November 1997 2,733
</TABLE>
The aggregate purchase price of the Tanner-Peck, Inc. acquisition also included
100,000 shares of common stock of the Company issued on January 2, 1997, at
market value which approximated $2,306 in total.
In March, 1997 the Company acquired $600 of outdoor advertising properties in
Florida in exchange for 20,000 shares of the Company's common stock.
The purchase price for accounting purposes was allocated as follows to the
assets purchased and the liabilities assumed based upon the estimated fair
values on the dates of acquisition. It is expected that revisions to the assets
purchased and liabilities assumed will be made during 1998 for acquisitions made
in 1997; however, it is not expected that such revisions will have any material
effect.
<TABLE>
<CAPTION>
1996 1997
------- --------
<S> <C> <C>
Current assets, other than cash $ 22,567 $ 2,278
Property and equipment 323,624 249,160
Goodwill and other intangibles 219,406 33,773
Other assets 4,847 229
Current liabilities (32,497) (13,072)
Net deferred taxes (71,700) (8,200)
Long-term debt - (547)
---------- ----------
$466,247 $263,621
========== ==========
</TABLE>
All acquisitions have been accounted for under the purchase method of accounting
and, accordingly, the operating results of the acquired businesses are included
in the Company's consolidated financial statements from the respective dates of
acquisition. Where required, net deferred taxes were recorded representing the
temporary difference between the tax attributes assumed and the recorded fair
value as of the date of acquisition. Since it is not deductible for tax
purposes, no deferred taxes are required to be recorded for amounts allocated to
goodwill.
In conjunction with the 1996 and 1997 acquisitions, the Company recorded
reserves of approximately $15.1 million to cover anticipated costs of combining
its existing business with the acquired outdoor advertising businesses. The
reserves relate to liabilities incurred for facility charges ($6.3 million),
professional fees ($3.2 million), relocation ($2.3 million), severance ($1.9
million) and other related expenditures ($1.4 million). At December 31, 1997
recorded reserves were approximately $3.3 million.
33
<PAGE>
The following unaudited pro forma financial information includes the results of
operations of the 1996 and significant 1997 acquisitions as if the transactions
had been consummated as of the beginning of the periods presented after
including the impact of certain adjustments such as depreciation of advertising
structures, amortization of goodwill and other intangibles, reduction of
corporate expenses and interest expense on debt assumed to have been incurred to
complete the transactions.
<TABLE>
<CAPTION>
1996 1997
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Net revenues $189,915 $212,929
Depreciation and amortization 56,228 61,830
Operating income 35,916 47,886
Interest expense 50,634 48,376
Loss before income taxes and extraordinary item $(25,116) $(11,400)
Basic loss per share before income taxes
and extraordinary item $ (1.00) $ (0.45)
</TABLE>
These unaudited pro forma results are not necessarily indicative of what
actually would have occurred if the acquisitions had been in effect for the
entire periods presented and are not intended to project future results.
NOTE 5 - PROPERTY AND EQUIPMENT:
Property and equipment consist of the following at December 31:
<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
Outdoor advertising structures $390,963 $657,928
Land and capitalized land lease costs 12,130 14,317
Vehicles and equipment 12,744 18,462
Building and leasehold improvements 11,087 14,123
Display faces under construction 748 2,831
--------- ---------
427,672 707,661
Less accumulated depreciation 45,117 85,482
--------- ---------
$382,555 $622,179
========= ========
</TABLE>
34
<PAGE>
NOTE 6 - GOODWILL AND INTANGIBLE ASSETS:
Goodwill and intangible assets consist of the following at December 31:
<TABLE>
<CAPTION>
1996 1997
----------- ---------
<S> <C> <C>
Non-compete agreements $ 6,642 $ 9,084
Goodwill 236,672 260,504
----------- ---------
243,314 269,588
Less accumulated amortization 9,542 20,103
----------- ---------
$ 233,772 $ 249,485
=========== =========
</TABLE>
NOTE 7 - OTHER ASSETS:
Other assets consist of the following at December 31:
<TABLE>
<CAPTION>
1996 1997
-------- -------
<S> <C> <C>
Financing costs $24,980 $17,722
Deposits 5,073 457
Other 4,815 6,987
-------- -------
34,868 25,166
Less accumulated amortization 9,754 6,749
-------- -------
$25,114 $18,417
======== =======
</TABLE>
NOTE 8 - ACCRUED EXPENSES:
Accrued expenses consist of the following at December 31:
<TABLE>
<CAPTION>
1996 1997
-------- ---------
<S> <C> <C>
Interest payable $5,667 $ 6,641
State and other taxes payable 4,070 4,216
Merger costs - 3,100
Employee compensation and related taxes 2,479 2,582
Deferred revenue 2,114 2,366
Accrued leases 1,599 2,640
Severance and relocation 2,121 -
Professional services 1,935 -
Lease and maintenance 2,392 2,317
Other 4,155 3,315
-------- ---------
$ 26,532 $ 27,177
======== ========
</TABLE>
35
<PAGE>
NOTE 9 - LONG-TERM DEBT AND OTHER OBLIGATIONS:
Long-term debt and other obligations consist of the following at December 31:
<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
9 3/4% Senior Subordinated Notes due 2006, net of
discount of $1,389 $223,611 $223,752
9 3/4% Series B Senior Subordinated Notes due 2006,
net of premium of $1,487 101,487 101,337
Revolving Credit Loan - 122,500
Acquisition Term Loan 20,000 69,000
Other obligations 4,043 3,385
-------- --------
349,141 519,974
Less current maturities of long-term
debt and other obligations - 12,374
--------- --------
$ 349,141 $507,600
========= ========
</TABLE>
9 3/4% SENIOR SUBORDINATED NOTES
The Senior Notes mature on October 15, 2006 and bear interest at 9 3/4% payable
semiannually on April 15 and October 15, beginning on April 15, 1997. The
Company is required to meet certain financial tests which include those relating
to the maintenance of a minimum fixed charge ratio, minimum adjusted EBITDA
(earnings before interest, taxes, depreciation and amortization) and a senior
leverage ratio.
The Senior Notes are general unsecured obligations of the Company and are
subordinated to all existing and future Senior Debt, including the indebtedness
under the credit facilities. The indenture governing the Senior Notes contains
certain restrictive covenants including, among others, limitations on additional
debt incurrence, restrictions on distributions to shareholders, the creation of
liens, the merger or sale of substantially all of the Company or its operating
subsidiaries assets and engaging in certain transactions with affiliates.
9 3/4% SERIES B SENIOR SUBORDINATED NOTES
The Series B Senior Notes mature on October 15, 2006 and bear interest at 9 3/4%
payable semiannually on April 15 and October 15, beginning on April 15, 1997.
The Company is required to meet certain financial tests which include those
relating to the maintenance of a minimum fixed charge ratio and minimum adjusted
EBITDA.
The Series B Senior Notes are general unsecured obligations of the Company and
are subordinated to all existing and future Senior Debt, including indebtedness
under the credit facilities. The indenture governing the Series B Senior Notes
contains certain restrictive covenants including, among others, limitations on
additional debt incurrence, restrictions on distributions to shareholders, the
creation of liens, the merger or sale of substantially all of the Company's
assets and engaging in certain transactions with affiliates.
36
<PAGE>
CREDIT FACILITIES
In October 1996, the Company amended and restated its existing credit facilities
to provide for a total loan commitment of $230 million with (i) a revolving line
of credit facility providing for borrowings of up to $12.5 million, (ii) an
acquisition credit line in the amount of $212.5 million which is available under
a revolving/term loan facility and (iii) a swing line in the amount of $5
million. In May 1997, the Company entered into a term loan agreement totaling
$75 million, increasing the total loan commitment to $305 million. $3 million
of the term loan matures every quarter through September 30, 2003, with the
remaining maturing on September 30, 2004. Approximately $212.5 million of the
credit facility matures on September 30, 2003 with the remaining amount maturing
on September 30, 2004. As of December 31, 1997, the Company had drawn down
$122.5 million under the acquisition credit facility, $69 million under the term
loan and had no borrowings under the revolving credit facility or the swing line
of credit.
The loans under the revolving credit facility and acquisition term loan bear
interest at the rate per annum equal to the prime rate or euro dollar rate, plus
an additional 0% to 2.75% depending on the
leverage ratio of the Company as defined in the credit facility agreement. The
interest rate in effect during 1997 ranged from 7.5 % to 10%. Interest on the
credit facility is payable upon the date of maturity.
Each of the revolving credit facility and the acquisition credit facility are
secured by a first priority lien on the assets of the Company and upon the
existence of certain conditions, a pledge of the common stock of the Company
held by certain management shareholders, as well as the pledge of the Company's
stock. Borrowings under the new credit facility are subject to certain
restrictive covenants including, among others, a minimum fixed charge ratio, a
minimum adjusted EBITDA and maximum senior leverage ratio. The new credit
facility contains certain restrictive covenants including, among others,
limitations on additional debt incurrence, restrictions on distributions to
shareholders, the creation of liens, the merger or sale of substantially all of
the Company's assets and engaging in certain transactions with affiliates.
Commitment fees are 1/2 percent on the unused portion of the acquisition credit
line and the revolving credit facility.
Net debt issuance costs of $14,100 were capitalized in 1996 and are being
amortized on a straight-line basis over the term of the debt.
37
<PAGE>
Future maturities of long-term debt and other obligations as of December 31,
1997 are as follows:
<TABLE>
<CAPTION>
<S> <C>
1998 $ 12,374
1999 179,809
2000 364
2001 201
2002 157
2003 and thereafter 327,069
----------
Total $519,974
==========
</TABLE>
NOTE 10 - LEASE COMMITMENTS:
Rent expense totaled $4,600, $13,002 and $36,660 in 1995, 1996 and 1997,
respectively. Minimum annual rentals under the terms of noncancelable operating
leases with terms in excess of one year in effect at December 31, 1997 are
payable as follows:
<TABLE>
<CAPTION>
Year Capital Operating
---- ------- ---------
<S> <C> <C>
1998 $ 59 $ 620
1999 118 613
2000 159 542
2001 - 359
2002 and thereafter - 733
------- ---------
Total minimum lease payments 336
Less: current portion 59
------- ---------
Long-term capitalized lease obligations $277 $2,867
======= =========
</TABLE>
NOTE 11- INCOME TAXES:
The Company incurred a net operating loss in 1995, 1996 and 1997; therefore, no
provision for income taxes was required.
38
<PAGE>
Deferred tax assets (liabilities) consist of the following at December 31:
<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Deferred tax liabilities:
Property and equipment $(99,212) $(101,820)
-------- ---------
Total deferred tax liabilities $(99,212) $(101,820)
-------- ---------
Deferred tax assets:
Bad debts 897 1,153
Non-deductible accrued expenses 2,140 969
Goodwill and intangibles 6,112 3,941
Warrants 3,600 3,927
Operating loss and credit carryforwards 19,865 19,865
-------- ---------
Total deferred tax assets 32,614 29,855
-------- ---------
Valuation allowance (19,865) (19,865)
-------- ---------
Net deferred tax liabilities $(86,463) $(91,830)
======== =========
</TABLE>
The Company has established a valuation allowance against its operating loss and
credit carryforwards following an assessment of the likelihood of realizing such
amounts. In arriving at the determination as to the amount of the valuation
allowance required, the Company considered its past operating history as well as
the costs of integrating significant acquisitions made in 1996 and 1997,
statutory restrictions on the use of operating losses from acquisitions acquired
during the year, tax planning strategies and its expectation of the level and
timing of future taxable income.
At December 31, 1997, the Company had net operating loss and credit
carryforwards for federal income tax purposes of approximately $76 million.
Included in total net operating loss carryforwards is approximately $35 million
of operating loss and credit carryforwards generated by certain acquired
companies prior to their acquisition by the Company. Total carryforwards expire
between 2005 and 2011. During the current fiscal year, the Company did not
utilize any net operating loss or credit carryforwards.
The Company experienced an ownership change within the meaning of Section 382 of
the Internal Revenue Code. As such, the utilization of net operating loss
carryforwards are subject to an annual limitation based upon the value of the
Company on the change date. The acquisition of Outdoor Advertising Holdings,
Inc. and Revere Holding Corp. resulted in an "ownership change" and a limitation
is imposed on the acquired net operating loss carryfowards in these
acquisitions. Furthermore, the Company's use of the net operating loss
carryforwards are subject to limitations applicable to corporations filing
consolidated federal income tax returns.
39
<PAGE>
NOTE 12 - WARRANTS AND OPTIONS:
The following table summarizes the Company's warrant activity:
<TABLE>
<CAPTION>
EXERCISE
1996 PRICE 1997
--------- --------- ---------
<S> <C> <C> <C>
Number of shares under warrants:
Beginning of year 1,000,000 $.000625 2,857,808
Granted 2,470,608 $5.00 44,000
Exercised (612,800) (510,730)
Canceled/expired - (173,499)
--------- ---------
Warrants outstanding at end of year 2,857,808 2,217,579
========= =========
Warrants exercisable at end of year 2,857,808 2,217,579
========= =========
</TABLE>
In 1994, the Company issued 1,000,000 warrants which expire on July 1, 2004.
The warrants were assigned, based on market conditions at the time of grant, a
value of $2,500. Each warrant entitles the holder to purchase one share of
common stock (the "warrant share"). In July 1996, a total of 612,800 warrants
were exercised into warrant shares. In July 1997, the remaining 387,200
warrants were exercised into warrant shares.
In April 1996, key executives and employees were granted 2,470,608 warrants to
purchase common shares (the "1996 Warrant Plan"). Each warrant is fully
exercisable into one share of common stock at a warrant exercise price of $5.00
per share. In June 1997, the Company filed a Registration Statement on Form S-8
to register 500,000 shares of the Company's common stock to be issued under the
Company's Equity Incentive Plan. During 1997, the Company issued 44,000 options
for common stock at an exercise price of $0.01 per share. In addition, the
Company issued 93,300 options for common stock at an exercise price of $35.00
per share. The 44,000 shares vested immediately and the 93,300 shares vest
ratably over a three year period. At December 31, 1997 no options have been
exercised under the Company's Equity Incentive Plan.
In December 1997, the Company issued 147,838 shares of restricted stock to
senior level employees. The restricted stock vests after one year from the date
of the grant.
The fair value of each warrant, option or restricted stock was estimated on the
date of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions used for grants in 1996 and 1997.
<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Risk free interest rate 6.28% 5.59%
Expected lives (years) 7 1-3
Volatility 39.42% 58.52%
Dividend yield 0 0
</TABLE>
40
<PAGE>
NOTE 13 - COMMON STOCK OFFERING:
On August 15, 1997, the Company completed an offering of 5,912,500 shares of
Common Stock of which 2,109,105 were primary shares and 3,803,395 were secondary
shares (the "August Offering"). Proceeds to the Company from the August
Offering totaled approximately $70.2 million. All of the proceeds were used to
reduce outstanding indebtedness.
NOTE 14 - CONTINGENCIES:
The Company is subject to various other claims and routine litigation arising in
the ordinary course of business. Based on the advice of counsel, management
does not believe that the result of such other claims and litigation,
individually or in the aggregate, will have a material effect on the Company's
business or its results of operations, cash flows or financial position.
NOTE 15 - DEFINED CONTRIBUTION PLAN:
The Company sponsors a qualified 401(k) plan available to substantially all
full-time employees. Participants may contribute up to 15% of their annual
salary to the plan. The Company matches 50% of the first $2,000 contributed
by the participant at the end of the plan year.
NOTE 16 - QUARTERLY FINANCIAL DATA (unaudited):
Summarized quarterly financial data for 1997 is as follows:
<TABLE>
<CAPTION>
(In thousands, except per share data) FIRST SECOND THIRD FOURTH
<S> <C> <C> <C> <C>
1997
Net revenues $44,008 $53,105 $55,635 $56,891
Operating income 8,303 14,069 12,058 5,330
Loss before extraordinary item (2,250) 3,148 (402) (9,757)
Net loss (2,250) 3,148 (402) (9,757)
Per Share:
Basic income (loss) before extraordinary item ($.09) $.12 ($.01) ($.37)
Basic net income (loss) ($.09) $.12 ($.01) ($.37)
Weighted average shares outstanding 24,096 25,872 26,942 26,716
</TABLE>
In the third quarter of 1997, the Company recorded a non-cash compensation
charge in the amount of $1.6 million relating to management warrants.
In the fourth quarter of 1997, the Company recorded a non-cash compensation
charge in the amount of $7.3 million related to management awards and options.
41
<PAGE>
Summarized quarterly financial data for 1996 is as follows:
<TABLE>
<CAPTION>
(In thousands, except per share data) FIRST SECOND THIRD FOURTH
----- ------ ----- ------
<S> <C> <C> <C> <C>
1996
- ----
Net revenues $8,427 $17,812 $18,643 $31,256
Operating income 1,597 (1,638) 5,874 5,903
Income (loss) before extraordinary item (2,008) (8,148) 1,991 (1,064)
Net income (loss) (2,008) (8,148) 591 (26,238)
Per Share:
Basic income (loss) before extraordinary item ($.26) ($1.06) $.10 ($ .04)
Basic net income (loss) ($.26) ($1.06) $.03 ($1.08)
Weighted average shares outstanding 7,654 7,654 19,297 24,343
</TABLE>
In the third quarter of 1996, the Company recorded a non-cash compensation
charge in the amount of $9 million relating to management warrants.
In 1996, the Company recorded an extraordinary loss of $26,574 related to the
early retirement of the 11% Senior Notes and the 14% Senior Secured Notes.
NOTE 17 - SUBSEQUENT EVENTS:
In January 1998, the Company acquired approximately 16 advertising display faces
located in and around New York City, New York. The purchase price was
approximately $8.5 million in cash.
In February 1998, the Company acquired a total of 2,500 display faces for $32.5
million in cash with ad rights at airports in Chicago, Atlanta, Dallas, Denver,
Newark, Boston, and Aspen.
In October 1997, the Company announced an agreement to merge with Clear Channel
Communications, Inc., a San Antonio based diversified media company. The
Company received shareholder approval for the merger on February 6, 1998. The
merger is expected to be completed in the first quarter of 1998.
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES
Not applicable.
42
<PAGE>
PART III
ITEM 10 -- EXECUTIVE OFFICERS AND DIRECTORS
The table below sets forth certain information with respect to the
directors and executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION YEARS WITH THE
COMPANY
<S> <C> <C> <C>
Daniel L. Simon* . . 46 Chief Executive Officer, President and Director 24
Brian T. Clingen . . 38 Vice President, Chief Financial Officer and Director 9
Paul G. Simon* . . . 44 Vice President, Secretary and General Counsel 7
Michael J. Roche . . 46 Director 3
Frank K. Bynum, Jr.. 34 Director 1
</TABLE>
_________________
* Daniel L. and Paul G. Simon are brothers.
** Became a director in 1996.
Mr. Daniel Simon, a founder and a principal beneficial stockholder of the
Company, has been the President of the Company since 1989 and a director since
its formation. Mr. Simon has 24 years of experience in the outdoor advertising
industry and serves on the executive and legislative committees of the Outdoor
Advertising Association of America.
Mr. Clingen has served as Vice President and Chief Financial Officer of the
Company since December 1987 and as a director since 1990. From 1983 to 1987,
Mr. Clingen worked for Elmore Group ("Elmore"), a diversified property and
service company, and served as Chief Financial Officer of an Elmore subsidiary.
Mr. Clingen is a certified public accountant.
Mr. Paul Simon has been Vice President and General Counsel of the Company
since 1989 and has served as Secretary of the Company since July 1991. Mr. Simon
was in the private practice of law in Illinois from 1978 to 1989, specializing
in commercial litigation, general corporate matters, real estate and mergers and
acquisitions. Mr. Simon represented the Company as outside counsel from 1981 to
1989.
Mr. Roche has been National Marketing Manager (Licensed Businesses) for
Sears, Roebuck and Co. since 1985. Prior thereto, he was an Assistant Marketing
Manager from 1984 to 1985 and a National Sales Promotion Manager from 1980 to
1984 for Sears, Roebuck and Co. Mr. Roche has been a director of the Company
since November 1993.
Mr. Bynum has been a director of the Company since July, 1996. Mr. Bynum
has been a Vice President of Kelso & Company, L.P. since July 1991, and was an
Associate of Kelso & Company, L.P. from October 1987 to July 1991. He is a
director of Hosiery Corporation of America, Inc., IXL Holdings, Inc. and United
Refrigerated Services, Inc.
43
<PAGE>
Executive officers of the Company are elected by the Board of Directors
on an annual basis and serve at the discretion of the Board of Directors.
All directors serve terms of one year or until the election of their
respective successors.
On December 23, 1992, Kelso & Companies, Inc., the general partner of
Kelso & Company, L.P., and its chief executive officer, without admitting or
denying the findings contained therein, consented to an administrative order
in respect of an inquiry by the SEC relating to the 1990 acquisition of a
portfolio company by an affiliate of Kelso & Companies, Inc. The order found
that the tender offer filing by Kelso & Companies, Inc. in connection with
the acquisition did not comply fully with the SEC's tender offer reporting
requirements, and required Kelso & Companies, Inc. and its chief executive
officer to comply with these requirements in the future.
The Company has an agreement with Kelso & Company, L.P. that permits
Kelso & Company, L.P. to nominate two persons for the Board of Directors to
be voted upon by the shareholders. Mr. Bynum has been retained as a director
of the Company as a result of such agreement. The agreement also provides
that at least one of such nominees, if elected to the Board of Directors,
will also serve on the Company's compensation committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on the Company's review of the copies of Forms 3, 4 and 5
and the amendments thereto received by it for the period ended December 31,
1997 or written representations from certain reporting persons that no Forms
5 were required to be filed by those persons, the Company believes that
during the period ended December 31, 1997, no transactions were reported late.
44
<PAGE>
ITEM 11 -- EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the
compensation paid during 1995, 1996 and 1997 to the Company's Chief Executive
Officer and each other executive officer whose total annual salary and bonus
that year exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
AWARDS
YEAR ALL OTHER RESTRICTED STOCK
NAME AND SALARY BONUS COMPENSATION AWARDS
PRINCIPAL POSITION ($) ($) (1)
<S> <C> <C> <C> <C>
Daniel L. Simon . . . . . . . . . . 1997 $272,918 $0 $1,000
President and Chief . . . . . . . . 1996 224,379 0 1,000
Executive Officer. . . . . . . . 1995 224,379 0 1,000
Brian T. Clingen. . . . . . . . . . 1997 197,918 0 1,000
Chief Financial Officer and . . . . 1996 145,128 0 1,000
Vice President . . . . . . . . . 1995 145,128 0 1,000
Paul G. Simon . . . . . . . . . . . 1997 192,405 0 1,000 2,375,000
Vice President, Secretary . . . . . 1996 158,176 0 1,000
and General Counsel. . . . . . . 1995 158,176 0 1,000
Cindy Ogle. . . . . . . . . . . . . 1997 189,496 0 1,000 1,596,903
Vice President, Operations. . . . . 1996 140,005 0 1,000
1995 105,207 0 1,000
</TABLE>
_________
(1) Represents contributions made by the Company on behalf of the named
executive officers to a 401(k) plan.
The Company currently maintains two life insurance policies covering
Daniel L. Simon, each in the amount of $2.5 million. The Company is the sole
beneficiary under each policy. Pursuant to a buy-sell agreement between the
Company and Mr. Simon, the Company has agreed to use up to $3.5 million of the
proceeds from these policies to purchase a portion of Mr. Simon's shares of
common stock of the Company from his estate.
For their services as directors, the members of the Board of Directors who
are not employees of the Company or affiliates of Kelso & Company, L.P. are paid
an aggregate of $10,000 annually. All directors are reimbursed for reasonable
expenses associated with their attendance at meetings of the respective Boards
of Directors.
45
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED DECEMBER 31, 1997 AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT
OPTIONS AT DECEMBER 31, DECEMBER 31, 1997
1997
SHARES
ACQUIRED
ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Paul G. Simon 105,852 $3,698,180 0 0 0 0
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee for 1997 consisted of Frank K. Bynum and
Michael J. Roche. No executive officer of the Company served as a director
or member of (i) the compensation committee of another entity in which one of
the executive officers of such entity served on the Company's Compensation
Committee, (ii) the board of directors of another entity in which one of the
executive officers of such entity served on the Company's Compensation
Committee, or (iii) the compensation committee of any other entity in which
one of the executive officers of such entity served as a member of the
Company's Board of Directors, during the year ended December 31, 1997.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
viewing and approving the amount and type of Compensation to be paid to the
Company's executive officers. The Compensation Committee was formed in July
1966 in connection with the IPO.
It is the policy of the Compensation Committee to establish and maintain
compensation programs for senior management that operate in the best
interests of the Company and its stockholders in achieving the Company's
long-term business objectives. To that end, the Committee has developed a
compensation program designed to attract and retain highly qualified
individuals while providing the economic incentive policies which will reward
management and provide additional incentives for the enhancement of
stockholder values.
The key components of the Company's compensation program are base salary
and equity participation. These components are administered with the goal of
providing total compensation that is competitive in the marketplace, while
providing the opportunity to earn above-average rewards when merited by the
Company's performance. The marketplace is defined by comparing the Company to
a group of
46
<PAGE>
corporations with similar characteristics. The intent is to deliver total
compensation that will be in the mid to upper range of pay for peer companies
when merited by the Company's performance. The Compensation Committee reviews
the elements of executive compensation annually to ensure that the total
compensation program, and each of its elements, meets the overall objectives
discussed above.
In its determination of the amount of compensation to be paid to the
executive officers of the Company in 1997, the Compensation Committee took
into consideration that fact that the responsibilities given to such officers
increased in amount and complexity in connection with significant
acquisitions completed during 1996 and 1997. The Compensation Committee
reviewed such responsibilities and concluded that the executive
officers should be given additional compensation to reflect their increased
obligations.
Benefits offered to executives are largely those that are offered to the
general employee population, such as group health and life insurance coverage
and participation in the Company's 401(k) Plan. These benefits are not tied
directly to corporate performance.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table below sets forth the number and percentage of outstanding
shares of the Company's common stock that will be beneficially owned by (i)
each director of the Company, (ii) each executive officer identified in Item
11 of this Report, (iii) all directors and executive officers of the Company
as a group and (iv) each person known by the Company to own beneficially more
than 5% of the Company's common stock. The Company believes that each
individual or entity named has sole investment and voting power with respect
to shares of the Company's common stock indicated as beneficially owned by
them, except as otherwise noted.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF COMMON STOCK
NAME OF BENEFICIAL OWNER NUMBER OF PERCENT OF
SHARES CLASS
- ------------------------ ------------------------------------
<S> <C> <C>
Daniel L. Simon . . . . . . . . . . . . . . 7,583,391(1) 26.3%
311 S. Wacker Drive, Suite 6400
Chicago, Illinois 60606
Brian T. Clingen. . . . . . . . . . . . . . 1,116,413 (2) 3.9%
Paul G. Simon . . . . . . . . . . . . . . . 88,627 (3) (5)
Cindy Ogle. . . . . . . . . . . . . . . . . 38,599 (4) (5)
Michael J. Roche. . . . . . . . . . . . . . 2,000 (5)
Frank K. Bynum, Jr. . . . . . . . . . . . . 30,000 (5)
All directors and executive
officers as a group (6 persons) . . . . 7,902,625 27.5%
</TABLE>
____________
(1) Daniel L. Simon's beneficial ownership includes 4,658,940 shares that he
owns directly, 32,520 shares held by The Simon Family Foundation of which he is
a director, 88,000 shares held by The Simon Family Limited Partnership of which
he is a general partner, 1,847,526 shares issuable to him upon exercise
47
<PAGE>
of the warrants issued pursuant to the Amended and Restated 1996 Warrant Plan
(the "Management Warrants"), 630,352 shares over which he has voting control
pursuant to certain voting trust agreements with Brian T. Clingen and 326,053
issuable to Brian T. Clingen upon exercise of the Management Warrants over
which Daniel L. Simon has voting control pursuant to certain voting trust
agreements.
(2) Brian T. Clingen owns 630,352 shares directly, 35,000 shares held by The
Clingen Family Foundation of which he is a director, 326,053 shares issuable
to him upon exercise of the Management Warrants, and 125,008 shares held by
The Clingen Family Limited Partnership of which he is a general partner. The
voting rights for shares directly held by Mr. Clingen and shares issuable to
him upon exercise of The Management Warrants have been granted to Daniel L.
Simon pursuant to a voting trust agreement.
(3) Paul G. Simon owns 88,627 shares directly including 33,775 shares issued
to him pursuant to the 1997 Equity Plan.
(4) Cindy Ogle owns 38,599 shares directly, including 33,774 issued to her
on December 10, 1997 and 4,825 shares to be issued to her on January 5, 1998,
in each case pursuant to the 1997 Equity Incentive Plan.
(5) Represents less than 1% of Parent's common stock.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 5, 1996, Parent issued to Kelso Investment Associates V, L.P.
("KIA V") and Kelso Equity Partners V, L.P. ("KEP V") and certain individuals
designated by Kelso & Company, L.P. (the "Kelso Designees") 186,500 shares of
Company Class B Common Stock and 188,500 shares of Company Class C Common
Stock (prior to a subsequent 16 for 1 stock split) in exchange for
$30,000,000. At such time, the Company also agreed to pay a one-time fee of
$1,250,000 in cash and an annual fee of $150,000 to Kelso & Company, L.P., an
affiliate of KIA V and KEP V, for consulting and advisory services to the
Company. Mr Bynum, a director of the Company, is Managing Director and Vice
President, respectively, of Kelso & Company, L.P., limited partners of the
general partner of KIA V and limited partners of KEP V.
In July 1996, the Company entered into agreements with KIA V, KEP V and
certain individual shareholders relating to certain rights of KIA V, KEP V
and such individual shareholders as holders of Class B Common Stock and Class
C Common Stock of the Company. Pursuant to such agreements, Parent agreed to
reclassify the shares of Class B Common Stock and Class C Common Stock into a
total of 6,000,000 shares of the Company's common stock, of which 2,500,000
were sold in the IPO. Pursuant to such agreements, the annual consulting
and advisory fee of $150,000 payable to Kelso & Company, L.P. was terminated
but Kelso & Company, L.P.'s reimbursement of expenses and indemnification
rights in connection therewith remained in effect. In connection with the
IPO, Kelso & Company, L.P. received a one-time fee of $650,000. In addition,
as a result of the reclassification, KIA V, KEP V and such individual
shareholders have the same rights as holders of the the Company's common
stock. In connection with the reclassification, KIA V, KEPV and such
individual shareholders were granted four demand registration rights, were
granted "piggy-back" registrations rights and KIA V was granted the right to
nominate two persons for seats on the Board of Directors of the Company, and
consequently of the Company, to be voted upon by the stockholders, with one
of such directors, if elected, to be a member of the Compensation Committee
of the Board of Directors of the Company.
48
<PAGE>
In April 1996, the Company acquired four painted bulletin faces in
Chicago from Paramount Outdoor, Inc. ("Paramount") in an asset purchase
transaction. David L. Quas and Jay Sauber, who are General Managers and Sales
Managers for the Company, are the owners of Paramount. In exchange for the
four painted bulletin faces, the Company agreed to pay $500,000 in cash at
the time of purchase, $1,400 monthly for the next 24 months and an additional
$168,000 payable two years after such purchase date, provided, the gross
revenues received by the Company from the purchased assets equal or exceed
$333,600. In 1993, Paramount had purchased the Chicago sites (including the
lease rights, permits and structures) from a joint venture between the
Company and HMS, Inc., an unaffiliated entity, for $100,000, which the
Company believes represented market price.
All of the transactions described above were approved by the Company's
independent outside directors. The Company will not engage in transactions
with its affiliates in the future unless the terms of such transactions are
approved by a majority of its independent outside directors. In addition, the
Credit Facility and indentures governing the Notes impose limitations on the
Company's ability to engage in such transactions.
49
<PAGE>
PART IV
ITEM 14 - EXHIBITS, FINANCIAL SCHEDULES, AND REPORTS ON FORM 8-K
(a)
(1) Audited consolidated balance sheets and related consolidated
statements of cash flows and changes in stockholder's equity at
December 31, 1996 and 1997 and consolidated results of operations each
of the three years in the period ended December 31, 1997.
(2) None
(3) Exhibits required by Item 601 of Regulation S-K.
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------
<S> <C>
2.1 Plan and Agreement of Merger, dated November 18, 1993,
between the Company and Universal Outdoor II, Inc. (filed
as Exhibit 2 to UOI's Registration Statement on Form S-1
(Commission File No. 33-72710) and incorporated herein by
reference)
2.2 Agreement and Plan of Merger between the Company,
Universal Acquisition Corp. and Outdoor Advertising
Holdings, Inc. dated August 27, 1996 (filed as Exhibit 2.5
to Amendment No. 2 to the Company's Registration Statement
(File No. 333-12457) on Form S-1 the "Company Registration
Statement")and incorporated herein by reference)
2.3 Option and Asset Purchase Agreement between the Company
and the Memphis/Tunica Sellers dated September 12, 1996
(filed as Exhibit 2.6 to the Company Registration
Statement and incorporated herein by reference)
2.4 Asset Purchase Agreement among Mountain Media, Inc., d/b/a
Iowa Outdoor Displays, Robert H. Lambert and the Company
dated September 12, 1996 (filed as Exhibit 2.4 UOI's
Registration Statement on Form S-1 (File No. 333-21717)
(the "UOI Registration Statement") and incorporated herein
by reference)
2.5 Asset Purchase Agreement between the Company and The Chase
Company dated September 11, 1996 (filed as Exhibit 2.8 to
the Company Registration Statement and incorporated herein
by reference)
2.6 Stock Purchase Agreement, dated as of November 22, 1996,
among Revere, the Company and the stockholders of Revere
(filed as Exhibit 2.6 to the UOI Registration Statement
and incorporated herein by reference)
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
2.7 Asset Purchase Agreement, dated as of December 10, 1996,
among Matthew, Matthew Acquisition Corp. and the Company
(filed as Exhibit 2.7 to the UOI Registration Statement
and incorporated herein by reference)
2.8 Stock Purchase Agreement dated as of June 3, 1997 among
Florida Logos, Inc., The Lamar Corporation, Lamar
Advertising Company and the Company (filed as Exhibit 2.11
to the Company's Registration Statement on Form S-3, dated
August 12, 1997 (File No. 333-32607) and incorporated
herein by reference)
2.9 Agreement to purchase certain assets, dated as of June 30,
1997 among Amelia Newman, Marilyn Cole, Universal Outdoor
(N.Y.) Advertising Acquisition Corporation, the Company
and Allied Outdoor Advertising, Inc. (filed as Exhibit 2.2
to the UOI's Report on Form 10-Q for the quarter ended
June 30, 1997 and incorporated herein by reference)
3.1 Third Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.1 to the Company's Registration
Statement and incorporated herein by reference)
3.2 Second Amended and Restated Bylaws (filed as Exhibit 3.2
to the Company's Registration Statement and incorporated
herein by reference)
4.1 Indenture of Trust between United States Trust Company of
New York as trustee, and the Company, dated as of October
16, 1996, relating to the $225 million 9 3/4% Senior
Subordinated Notes due 2006 (the "October Notes") (filed
as Exhibit 4.1 to Amendment No. 2 to UOI's Registration
Statement on Form S-1 (File No. 333-12427) and
incorporated herein by reference)
4.2 Indenture of Trust between United States Trust Company of
New York, as trustee, and the Company, dated as of
December 16, 1996, relating to the $100 million 9 3/4%
Series B Senior Subordinated Notes due 2006 (the "December
Notes") (filed as Exhibit 4.1 to UOI's Registration
Statement and incorporated herein by reference)
4.3 Specimen of October Note (included in Exhibit 4.1)
4.4 Specimen of December Note (included in Exhibit 4.2)
10.1 Term Loan Agreement among UOI, various lending
institutions, LaSalle National Bank as Co-Agent and
Bankers Trust Company as Agent, dated as of May 21, 1997
(filed as Exhibit 10.7 to Post-Effective Amendment No. 5
to the Company's Registration Statement on Form S-1 (File
No. 33-93852) and incorporated herein by reference)
10.2 Agreement Regarding Tax Liabilities and Payments dated as
of November 18, 1993 by and between Parent and the Company
(filed as Exhibit 10(f) to the UOI's Form S-1 Registration
Statement (File No. 33-72710) and incorporated herein by
reference)
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10.3 Registration Rights Agreement among the Company, KIA V,
KEP V, Daniel L. Simon, Brian T. Clingen and Paul G. Simon
(filed as Exhibit 10.10 to Amendment No. 2 to the
Company's Registration Statement and incorporated herein
by reference)
10.4 Amended and Restated Credit Agreement among the Company,
various lending institutions, LaSalle National Bank as Co-
Agent and Bankers Trust Company as Agent, dated as of May
21, 1997 (filed as Exhibit 10.8 to Post-Effective
Amendment No. 5 to the Company's Registration Statement on
Form S-1 (File No. 33-93852) and incorporated herein by
reference)
21.1 Subsidiaries of the Registrant
23.1 Consent of Price Waterhouse LLP
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K that have been filed during the last quarter of the
period covered by this Report:
Report on Form 8-K dated October 23, 1997 announcing merger with Clear
Channel
52
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 HOLDINGS, INC.
By: /S/ DANIEL L. SIMON
----------------------------------------
Daniel L. Simon
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: March 27, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature TITLE Date
<S> <C> <C>
/s/ Daniel L. Simon
- ------------------------------
Daniel L. Simon President and Chief Executive March 27, 1998
Officer (Principal Executive
Officer) and Director
/S/ BRIAN T. CLINGEN
- ------------------------------
Brian T. Clingen Vice President and Chief Financial March 27, 1998
Officer (Principal Financial and
Accounting Officer) and Director
- ------------------------------ Director March , 1998
Michael J. Roche
/S/ FRANK K. BYNUM, JR.
- ------------------------------
Frank K. Bynum, Jr. Director March 27, 1998
</TABLE>
53
<PAGE>
EXHIBIT 21.1
Subsidiary State of Incorporation
Universal Outdoor, Inc. Illinois
Universal Outdoor China, Inc. Delaware
Universal Outdoor Management Corp. Delaware
Universal Outdoor (NY III) Adv. Acq. Delaware
Corp.
Universal Outdoor (NY II) Advertising Delaware
Acquisition Corp.
Universal Outdoor (NY) Advertising Delaware
Acquisition Corp.
Revere Holding Corp. Delaware
Southeast Vista Holding Co. Delaware
Quantum Structures & Designs, Inc. Illinois
Visual Consultants, Inc. Tennessee
Tanner Acquisition Corp. Delaware
Penn Advertising of Baltimore, Inc. Delaware
Matthew Acquisition Corp. Delaware
Transportation Media, Inc. Illinois
Revere Acquisition Corp. Delaware
HCA, Inc. Illinois
Visual Outdoor Advertising Inc. Tennessee
Revere Billboard, Inc. Delaware
Revere National Corp. Delaware
Mall Media Acquisition Corp. Delaware
Superior Outdoor Structures, Inc. Illinois
Revere National Corp. of Wilmington Delaware
Revere National Corp. of Philadelphia Delaware
Revere National Corp. of Pennsylvania Delaware
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-30447) of our report dated March 6, 1998
appearing on page 23 of Universal Outdoor Holdings, Inc.'s Annual Report on
10-K for the year ended December 31, 1997.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 26, 1998
<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-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 89
<SECURITIES> 0
<RECEIVABLES> 38,352
<ALLOWANCES> (2,476)
<INVENTORY> 0
<CURRENT-ASSETS> 50,767
<PP&E> 707,661
<DEPRECIATION> (85,482)
<TOTAL-ASSETS> 940,848
<CURRENT-LIABILITIES> 45,063
<BONDS> 507,600
0
0
<COMMON> 268
<OTHER-SE> 296,087
<TOTAL-LIABILITY-AND-EQUITY> 940,848
<SALES> 230,148
<TOTAL-REVENUES> 209,639
<CGS> 82,637
<TOTAL-COSTS> 18,976
<OTHER-EXPENSES> 68,266
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,400
<INCOME-PRETAX> (9,261)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,261)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,261)
<EPS-PRIMARY> (.37)
<EPS-DILUTED> (.37)
</TABLE>
