1 EXHIBIT 99.1 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Consolidated Financial Statements June 30, 1998 and 1997 and 1996 (With Independent Auditors' Report Thereon) 2 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Table of Contents Page(s) ------- Independent Auditors' Report 1 Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Stockholders' Equity (Deficit) 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6-24 3 Independent Auditors' Report The Board of Directors and Stockholders Outdoor Communications, Inc. and Subsidiaries: We have audited the accompanying consolidated balance sheets of Outdoor Communications, Inc. (formerly known as OCI Holdings Corp.) and subsidiaries as of June 30, 1998 and 1997, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years ended June 30, 1998 and 1997 and the period April 4, 1996 to June 30, 1996. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Outdoor Communications, Inc. as of June 30, 1998 and 1997, and the results of their operations and their cash flows for the years ended June 30, 1998 and 1997 and the period April 4, 1996 to June 30, 1996, in conformity with generally accepted accounting principles. /s/ KPMG PEAT MARWICK, LLP East Lansing, Michigan August 14, 1998 4 (Continued) OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Consolidated Balance Sheets June 30, 1998 and 1997 1998 1997 ------------ ------------ Assets Current assets: Cash and cash equivalents $ 1,542,309 $ 1,712,827 Trade accounts receivable, less allowance for doubtful accounts of $240,681 in 1998 and $317,914 in 1997 6,659,697 7,253,391 Refundable income taxes 50,088 616,100 Prepaid rent expense 2,094,299 1,805,431 Other assets 798,714 978,023 Deferred income taxes 294,069 438,967 ------------ ------------ Total current assets 11,439,176 12,804,739 ------------ ------------ Property and equipment, net 61,747,164 55,786,503 Intangible assets, less accumulated amortization 81,908,708 72,239,682 Deferred financing costs (net of accumulated amortization of $493,997 in 1998 and $797,622 in 1997) 4,890,768 4,240,033 Other assets 529,092 605,899 ------------ ------------ Total assets $160,514,908 $145,676,856 ============ ============ 5 1998 1997 ------------- ------------- Liabilities and Stockholders' Equity (Deficit) Current liabilities: Trade accounts payable $ 1,120,640 $ 760,257 Accrued salaries, wages and benefits 1,237,279 1,187,104 Accrued interest 3,855,766 541,895 Other accrued expenses 775,988 491,848 Deferred advertising revenues and non-compete income 317,541 405,500 Current installments of long-term debt -- 5,876,875 Income taxes payable -- 615,418 ------------- ------------- Total current liabilities 7,307,214 9,878,897 ------------- ------------- Long-term debt: Credit facility, excluding current installments 36,100,000 115,650,000 Senior subordinated notes 105,000,000 -- Subordinated debt -- 22,425,000 Notes payable to stockholders 2,000,000 -- Deferred income taxes 1,899,684 4,070,180 Preferred interests of a subsidiary 5,483,616 -- Accrued interest -- 1,671,666 Deferred non-compete income, less current portion -- 26,667 ------------- ------------- Total liabilities 157,790,514 153,722,410 ------------- ------------- Stockholders' equity (deficit): Series A preferred stock, $0.01 par value. Authorized 300,000 shares; issued and outstanding 186,220.93 shares in 1998 and none in 1997 (aggregate liquidation preference of $20,018,750) 1,862 -- Undesignated preferred stock, $0.01 par value Authorized 4,700,000 shares; none issued and outstanding in 1998 and 1997 -- -- Class A common stock, $0.01 par value. Authorized 10,000 shares; issued and outstanding 8,417.72 shares in 1998 and 8,385.72 in 1997 84 84 Class B common stock, $0.01 par value. Authorized 10,000 shares; issued and outstanding 3,689.28 shares in 1998 and 1997 37 37 Additional paid-in capital 22,624,442 3,811,475 Accumulated deficit (19,902,031) (11,857,150) ------------- ------------- Total stockholders' equity (deficit) 2,724,394 (8,045,554) ------------- ------------- Commitments and contingencies Total liabilities and stockholders' equity (deficit) $ 160,514,908 $ 145,676,856 ============= ============= See accompanying notes to consolidated financial statements. -2- 6 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Consolidated Statements of Operations Years ended June 30, 1998 and 1997 and the period April 4, 1996 to June 30, 1996 1998 1997 1996 ------------ ------------ ------------ Gross revenues $ 61,841,085 $ 49,169,290 $ 9,535,542 Less agency commissions 5,606,975 4,665,764 987,032 ------------ ------------ ------------ Net revenues 56,234,110 44,503,526 8,548,510 ------------ ------------ ------------ Operating expenses: Direct operating expenses 19,865,596 15,106,559 2,753,970 Selling, general, and administrative 15,102,801 12,030,361 2,308,313 Depreciation and amortization 13,628,849 9,821,294 1,801,892 ------------ ------------ ------------ Total operating expenses 48,597,246 36,958,214 6,864,175 ------------ ------------ ------------ Operating income 7,636,864 7,545,312 1,684,335 Interest expense (13,546,092) (11,623,563) (1,953,993) Loss on disposal of equipment, net (511,335) (458,541) (67,328) Other income (expense), net 168,016 194,306 64,494 Expenses written off related to proposed equity offering (148,506) -- -- Expenses written off related to abandoned acquisitions (595,806) -- -- ------------ ------------ ------------ Loss before income taxes and extraordinary item (6,996,859) (4,342,486) (272,492) Income tax benefit (1,628,050) (1,023,412) (10,814) ------------ ------------ ------------ Loss before extraordinary item (5,368,809) (3,319,074) (261,678) Extraordinary loss from early extinguishment of debt, net of income tax benefit of $1,710,931 (2,676,072) -- -- ------------ ------------ ------------ Net loss $ (8,044,881) $ (3,319,074) $ (261,678) ============ ============ ============ See accompanying notes to consolidated financial statements. -3- 7 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity (Deficit) Years ended June 30, 1998 and 1997 and the period April 4, 1996 to June 30, 1996 Series A Class A Class B Additional Total Preferred Common Common Paid-in Accumulated Stockholders' Stock Stock Stock Capital Deficit Equity(Deficit) ----------- ----------- ----------- ----------- ----------- --------------- Balances at April 3, 1996 $ 90 10 -- 1,235,326 (8,276,398) (7,040,972) Class A common shares issued for cash -- 35 -- 3,536,895 -- 3,536,930 Class B common shares issued for cash -- -- 2 189,270 -- 189,272 Merger with OCI of Michigan -- 19 -- (19) -- -- Redemption of OCI Michigan stock (90) (10) -- (7,589,932) -- (7,590,032) Class A common shares issued for MCC stock -- 28 -- 2,764,972 -- 2,765,000 Class B common shares issued for cash -- -- 35 3,499,965 -- 3,500,000 Net loss -- -- -- -- (261,678) (261,678) ----------- ----------- ----------- ----------- ----------- ----------- Balances at June 30, 1996 -- 82 37 3,636,477 (8,538,076) (4,901,480) Class A common shares issued for cash -- 2 -- 174,998 -- 175,000 Net loss -- -- -- -- (3,319,074) (3,319,074) ----------- ----------- ----------- ----------- ----------- ----------- Balances at June 30, 1997 -- 84 37 3,811,475 (11,857,150) (8,045,554) ----------- ----------- ----------- ----------- ----------- ----------- Series A preferred shares issued for subordinated debt 1,862 -- -- 18,620,230 -- 18,622,092 Class A common shares issued for cash -- -- -- 192,737 -- 192,737 Net loss -- -- -- -- (8,044,881) (8,044,881) ----------- ----------- ----------- ----------- ----------- ----------- Balances at June 30, 1998 $ 1,862 84 37 22,624,442 (19,902,031) 2,724,394 =========== =========== =========== =========== =========== =========== See accompanying notes to consolidated financial statements. -4- 8 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended June 30, 1998 and 1997 and the period April 4, 1996 to June 30, 1996 1998 1997 1996 ------------- ------------- ------------- Cash flows from operating activities: Net loss $ (8,044,881) $ (3,319,074) $ (261,678) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Allowance for doubtful accounts 561,552 317,964 48,265 Depreciation of equipment 6,692,141 5,069,744 903,191 Amortization of intangible assets 7,483,758 5,441,136 1,026,557 Extraordinary item 4,149,303 -- -- Loss on disposal of equipment 511,335 458,541 67,328 Deferred income taxes (3,343,873) (1,255,631) (112,776) Changes in assets and liabilities, net of effects from purchase of company, which increase (decrease) cash flows: Trade accounts receivable 205,945 (1,083,210) (1,084,980) Refundable income taxes 566,012 (430,207) (81,182) Prepaid rent expense (288,868) (303,145) (116,876) Other assets 256,116 (240,413) 394,681 Trade accounts payable 360,383 (27,528) 79,701 Income taxes payable (615,418) 435,596 179,822 Accrued expenses 3,657,229 1,112,794 (5,069,984) Deferred advertising revenues and non-compete income (114,626) (78,828) (142,665) ------------- ------------- ------------- Net cash provided by (used in) operating activities 12,036,108 6,097,739 (4,170,596) ------------- ------------- ------------- Cash flows from investing activities: Purchase of AOA Holding, L.L.C -- -- (34,132,908) Purchase of Georgia Outdoor Advertising, Inc. -- -- (11,650,000) Purchase of Mass Communications Corp. warrants, common and preferred stock -- -- (767,850) Purchase of Skoglund Communications, Inc. and Skoglund Communications of St. Cloud, Inc. -- (21,246,850) -- Purchase of Outdoor West of Tennessee -- (11,802,444) -- Purchase of Summey Outdoor Advertising, Inc. -- (5,145,000) -- Purchase of Jennings Outdoor, Inc. and Jennings Media Services, LLC (14,159,837) -- -- Purchase of other businesses (6,668,902) (13,639,159) -- Capital expenditures (7,545,532) (4,338,483) (597,849) Proceeds from sale of property and equipment 190,855 36,617 2,625 Deferred acquisition costs (404,306) (1,318,458) (452,814) ------------- ------------- ------------- Net cash used in investing activities (28,587,722) (57,453,777) (47,598,796) ------------- ------------- ------------- Cash flows from financing activities: Proceeds from issuance of senior subordinated notes 105,000,000 -- -- Borrowings under long-term debt agreement 45,750,000 54,750,000 80,465,000 Repayment of long-term debt (125,300,000) (1,600,000) (23,950,000) Repayment of notes payable to shareholders (3,876,875) -- -- Deferred financing costs (5,384,766) (1,740,576) (3,281,537) Proceeds from issuance of subordinated notes -- 325,000 -- Proceeds from issuance of common stock 192,737 175,000 7,226,202 Redemption of OCI Corp. of Michigan common and preferred stock -- -- (7,590,032) Payments on obligation under non-compete agreement -- (100,000) (100,000) ------------- ------------- ------------- Net cash provided by financing activities 16,381,096 51,809,424 52,769,633 ------------- ------------- ------------- Net increase (decrease) in cash and cash equivalents (170,518) 453,386 1,000,241 Cash and cash equivalents at beginning of the period 1,712,827 1,259,441 259,200 ------------- ------------- ------------- Cash and cash equivalents at end of the period $ 1,542,309 $ 1,712,827 $ 1,259,441 ============= ============= ============= See accompanying notes to consolidated financial statements. -5- 9 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 1998 and 1997 and 1996 (1) Organization and Acquisition of Assets After the close of business on April 3, 1996, the stockholders of OCI Corp. of Michigan (OCIM) and Mass Communications Corp. (MCC) (collectively, the companies) entered into a plan of reorganization (the Reorganization Plan) to restructure and merge the companies. Pursuant to the Reorganization Plan, the stockholders agreed to sell their entire interests in the common and preferred stock of the companies. In conjunction with the Reorganization Plan, OCI Holdings Corp. (Holdings) was incorporated for the purpose of effecting the reorganization and merger. Holdings is a holding company with no assets or operations other than its investment in its subsidiaries. Under the Reorganization Plan, a series of planned transactions were executed in the following order: (1) certain outside investors of OCIM (the Investors) purchased 24.67 shares and 60 shares of OCIM's common and preferred stock, respectively, from the minority shareholders of OCIM for $1,908,798; (2) the Investors then exchanged these same shares, together with $14,191,202 in cash, for 5,410.73 and 3,869.28 shares of Holdings' Class A and Class B common stock, respectively, and $10,465,000 of subordinated debt (see note 6); and (3) the remaining 75.33 shares and 840 shares of OCIM's common and preferred stock, respectively, were purchased by Holdings for $7,508,367, which resulted in Holdings being the sole stockholder in OCIM's common and preferred stock. As a result of the above transactions, OCIM became a wholly-owned subsidiary of Holdings. As such, the closing balance sheet of OCIM at April 3, 1996, adjusted to reflect the above transactions, became the opening balance sheet of Holdings. Immediately following the execution of the Reorganization Plan transactions listed above, the stockholders of MCC exchanged 7,731.01 shares of common stock and 308.78 shares of preferred stock and sold 5,128.99 shares of common stock and 691.22 shares of preferred stock for an aggregate value of $25,747,927. This transaction resulted in MCC becoming a wholly owned subsidiary of Holdings. The acquisition has been accounted for using the purchase method of accounting and, accordingly, the purchase price has been allocated to the assets purchased and liabilities assumed based upon the fair value at the date of acquisition as follows: Adjusted working capital $ 1,450,063 Goodwill 8,741,590 Property and equipment 11,529,274 Customer list 4,027,000 --------------- $ 25,747,927 =============== -6- 10 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (1) Organization and Acquisition of Assets, Continued The details of the acquisition for the fair value of assets acquired and liabilities assumed are as follows: liabilities assumed of $10,750,000; subordinated debt issued to the MCC shareholders in the amount of $11,011,875; 2,764.99 shares of OCI Holdings Inc. common stock issued to MCC shareholders with a value of $2,765,000; and cash paid in the amount of $1,221,052 equaling the purchase price of $25,747,927. Effective June 30, 1997, OCI Holdings Corp. was renamed Outdoor Communications, Inc. (OCI). Simultaneously, New South Holdings Corp. and MCC were merged into OCI and MCC's subsidiary, Outdoor Communications, Inc. was renamed OCI (S) Corp. Also during 1997, OCI Corp. of Michigan was renamed OCI (N) Corp. As a result of these transactions, the Company now has two wholly owned subsidiaries, OCI (N) Corp. and OCI (S) Corp. Outdoor Communications, Inc. and subsidiaries (the Company) is a leading outdoor advertising company in the Midwest and Southeast Regions of the United States. The Company owns and operates outdoor advertising display faces in 12 states throughout these regions. The Company sells outdoor advertising space to national and local advertisers. (2) Summary of Significant Accounting Policies The accounting policies of the Company, as summarized below, conform with generally accepted accounting principles and reflect practices appropriate to the business in which it operates. (a) Principles of Consolidation The consolidated financial statements include the financial statements of Outdoor Communications, Inc. and its wholly owned subsidiaries, OCI (N) Corp. and OCI (S) Corp. All significant intercompany balances and transactions have been eliminated in consolidation. (b) Cash Equivalents Cash equivalents consist of repurchase agreements and money market funds. For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments with maturities of three months or less at the time of purchase to be cash equivalents. (c) Property and Equipment Property and equipment are stated at cost. Depreciation on plant and equipment is computed using the straight-line method over the estimated useful lives of the assets. -7- 11 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (2) Summary of Significant Accounting Policies, Continued (d) Intangible Assets Intangible assets include goodwill, non-compete agreements and customer lists. Goodwill, which represents the excess of purchase price over fair value of net assets acquired on their dates of acquisition, is amortized on a straight-line basis over the expected periods to be benefited, ranging from 20 to 25 years. The non-compete agreements are amortized over the terms of the respective agreements, which range from 4 to 10 years. Customer lists resulting from acquisitions are amortized on the straight-line method over 8 years. The Company assesses the recoverability of all long-lived intangible assets by determining whether the amortization of the intangible assets over their remaining lives can be recovered through undiscounted future operating cash flows of the acquired operation. The amount of impairment, if any, is measured based on projected undiscounted future operating cash flows of the underlying assets. (e) Deferred Financing Costs Financing costs incurred as a result of obtaining long-term debt are recorded as deferred financing costs and are amortized on a straight-line basis over the term of the related debt (see note 5) and reflected as interest expense in the accompanying consolidated statements of operations. (f) Employee Benefits The Company is partially self-insured for its employee health care plan. The liability for self-insurance reflects the cost for the uninsured portion of unpaid claims at year end. The liability is based on estimates for claims reported prior to year end, using reported claim information, and estimates for claims incurred but not reported, based on historical results of the Company's plan, as well as certain industry information. (g) Retirement Program The Company provides a defined contribution 401(k) plan, which covers all of its full-time employees with one or more years of service. Eligible employees can contribute up to 15% of their compensation through payroll deductions. The Company contributes an amount equal to 50% of each employee's contribution up to 3% of the employee's total compensation. (h) Revenue Recognition The Company recognizes revenue from advertising contracts on an accrual basis ratably over the term of the contracts, which range from 1 to 12 months, as advertising services are provided. Advertising revenues from retail consumer products, hospitality, and automotive industry constitute approximately 36.5% of gross revenues. No other industry is the source of 10% or more of gross revenues. -8- 12 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (2) Summary of Significant Accounting Policies, Continued (i) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (j) Other Assets Other assets consist principally of inventory and the cash surrender value of officers life insurance. (k) Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. (l) Financial Instruments The Company periodically utilizes hedged interest rate swap agreements. The interest rate swap agreements involve the exchange of fixed- and floating-rate interest payments over the life of the agreement without the exchange of the underlying principal amounts. The differential to be paid or received, on a quarterly basis, is accrued as interest rates change and is recognized as an adjustment to interest expense. (m) Stock-Based Compensation As more fully described in note 17, the Company records compensation expense for stock options only if the market price of the Company's stock, on the date of grant, exceeds the amount an individual must pay to acquire the stock. (n) Earnings Per Share An earnings per share calculation has not been presented because the Company is closely held by a private investor group and, accordingly, earnings per share is not required or meaningful. -9- 13 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (3) Property and Equipment Major categories of property, plant, and equipment at June 30, 1998 and 1997 were as follows: Estimated Life (Years) 1998 1997 ------------ ----------- ----------- Land -- $ 1,663,662 1,610,126 Building and improvements 10-25 1,731,293 1,469,852 Advertising structures 8-15 77,035,217 57,910,710 Leasehold improvements 2-20 1,184,408 872,674 Equipment 3-10 5,282,078 4,317,355 Construction in progress -- 466,523 102,666 ----------- ----------- 87,363,181 66,283,383 Less accumulated depreciation 25,616,017 10,496,880 ----------- ----------- Net property and equipment $61,747,164 55,786,503 =========== =========== (4) Intangible Assets Intangible assets at June 30, 1998 and 1997 consist of the following: Estimated Life (Years) 1998 1997 ------------ ----------- ----------- Covenants not to compete 4-10 $ 8,872,167 8,495,667 Goodwill 20-25 58,631,327 46,619,981 Customer lists 8 31,018,388 26,833,154 ----------- ----------- 98,521,882 81,948,802 Less accumulated amortization 16,613,174 9,709,120 ----------- ----------- $81,908,708 72,239,682 =========== =========== (5) Public Offering of Senior Subordinated Notes On August 15, 1997, the Company completed a Public Note Offering (the Offering) of $105 million aggregate principal amount of 9.25% subordinated notes due August 15, 2007 (the Notes). Net proceeds of the Offering, after deduction of associated expenses, were approximately $100.3 million. Accrued interest on the Notes is payable in semi-annual installments on each February 15 and August 15, commencing February 15, 1998. The Notes are redeemable at the Company's option, in whole or in part, at any time on or after August 15, 2002 in accordance with a prepayment premium as described in the indenture governing the Notes. Other prepayments may occur prior to August 15, 2000 based on certain limitations as described in the indenture governing the Notes. -10- 14 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (5) Public Offering of Senior Subordinated Notes, Continued The Notes are fully and unconditionally guaranteed, on a senior subordinated basis, as to payment of principal, premium, if any, and interest, jointly and severally by all of the Company's direct and indirect subsidiaries. Separate financial statements of the Company's subsidiaries have not been presented because (a) such guarantor subsidiaries have jointly and severally guaranteed the notes on a full and unconditional basis, (b) the aggregate assets, liabilities, earnings and equity of the guarantor subsidiaries are substantially equivalent to the assets, liabilities, earnings and equity of the parent on a consolidated basis and (c) the Company has not presented separate financial statements and other disclosures concerning the subsidiary guarantors because management has determined that such information is not material to investors. The Company abandoned plans for an initial public offering of its common stock during July 1997. As a result, the Company recognized an expense of $148,506 due to the write off of costs incurred related to the abandoned offering. (6) Indebtedness A. New Credit Facility Simultaneous to the Offering on August 15, 1997, the Company entered into a new $150 million senior credit facility (New Credit Facility) with The Chase Manhattan Bank and a syndicate consisting of various other financial institutions (collectively, the New Bank). The New Credit Facility consists of a Revolving Loan Commitment (the New Revolver) of $110 million and a Term Loan Commitment for $40 million (collectively the New Borrowings). The New Revolver matures on December 21, 2004 and the Term Loan Commitment matures on June 30, 2005. The New Credit Facility provides for annual reductions in the New Revolver and amortization of the term loan facility. Collateral includes a first lien on all tangible and intangible property of the Company, assignment of all leases, and guaranties by the Company's subsidiaries. The Credit Facility enables the Company to borrow funds at a rate equal to 3% plus the London Interbank Offered Rate (LIBOR) or 1.75% over the Bank's prime lending rate. The Credit Facility also enables the Company to realize a lower interest rate if its leverage ratio meets certain levels as stipulated in the Credit Facility. At June 30, 1998 the average interest rate was 8.5% on outstanding borrowings. Accrued interest is payable in quarterly installments on March 31, June 30, September 30, and December 31. The Credit Facility also requires payment of a commitment fee of 1/2 of 1% per annum on the daily average aggregate unutilized commitment from the Bank. Accrued commitment fees are due quarterly on March 31, June 30, September 30, and December 31 and totaled $311,052 for the year ended June 30, 1998. -11- 15 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (6) Indebtedness, Continued The New Credit Facility contains certain warranties and affirmative covenants that must be complied with on a continuing basis. In addition, the New Credit Facility contains certain restrictive covenants which, among other things, restrict the Company from incurring additional debt and liens on assets, limits the amount of capital expenditures during any fiscal year, and prohibits the consolidation, merger or sale of assets, or issuance of common stock except as permitted by the New Credit Facility. The New Credit Facility also requires the Company to maintain certain financial ratios. At June 30, 1998, the Company was in compliance with all such covenants. Under the terms of the New Credit Facility, the subsidiaries are restricted in their ability to make distributions to the Company to distributions necessary to enable the Company to make principal and interest payments due under the New Credit Facility and make federal income tax payments. The indenture governing the Notes provides that the Company will not, and will not permit any of the subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of the subsidiaries to make distributions to the Company with certain limited exceptions including the restrictions under the New Credit Facility described in the preceding sentence. At June 30, 1998, borrowings under the New Revolver totaled $36.1 million. The Company has the right to prepay the New Borrowings in whole or in part, without premium or penalty, as stipulated in the New Credit Facility. B. Prior Credit Facility Prior to August 15, 1997, the Company had a credit agreement with Chase Manhattan Bank, N.A. and a syndicate of other banks which consisted of a Term Loan A Commitment for $40 million, a Term Loan B Commitment for $40 million, and a Revolving Loan Commitment of $60 million. The term loans were due on June 30, 2003. Collateral included a first lien on all tangible and intangible property of the Company, assignment of all leases, and a guaranty by OCI and all of its subsidiaries. At June 30, 1997, the interest rate was 8.5%, and the Company had borrowed $35,650,000 under the facility. As a result of the refinancing of the prior credit facility in August 1997, the Company recognized an extraordinary loss of $4,387,003 related to the write-off of deferred financing fees. C. Prior Subordinated Notes The Company entered into a Securities Purchase Agreement (the "Agreement") after the close of business on April 3, 1996 with certain management investors and outside investors. In connection with the reorganization discussed in note 1, the Company issued its 10% subordinated notes due December 31, 2003. The subordinated notes were comprised of two series; Series A 10% subordinated notes in the amount of $5,525,000 and Series B 10% subordinated notes in the amount of $16,900,000. -12- 16 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (6) Indebtedness, Continued Accrued interest on the outstanding principal balance of the notes was payable at a rate of 10% per annum, computed on the basis of a 365 day year, and was payable annually on March 31, commencing in 1997. The Agreement allowed the Company to only pay 46% of the accrued and unpaid interest on an annual basis. The remaining 54% was deferred and accrued interest at a rate of 10% per annum and was due in accordance with the terms of the Agreement, but in any event no later than December 31, 2003. Accrued interest at June 30, 1997 amounted to $1,911,584. The Agreement contained certain warranties and affirmative covenants that were complied with on a continuing basis. The Agreement also contained certain restrictive covenants which, among other things, restricted the Company from entering into transactions with affiliates outside the ordinary course of business, consummating a sale of the Company, or engaging in any new lines of business. At June 30, 1997, the Company was in compliance with all such covenants. See note 10 regarding the exchange of these subordinated notes and accrued interest for Series A Preferred Stock of the Company and preferred interests in a newly formed non-operating subsidiary, OCIH LLC (OCIH). See note 5 regarding the Company's Public Offering of Senior Subordinated Notes on August 15, 1997. D. Notes Payable to Stockholders On the close of business on April 3, 1996, New South Holdings Corp., a wholly owned subsidiary of Holdings, entered into written agreements with the Company's chairman and president, borrowing in total $5,876,875. Effective April 3, 1998, the notes were paid in full with the exception of $2,000,000 of notes payable to the chairman, due April 3, 2000. The notes bear interest at a rate which fluctuates quarterly based on the interest rate per the New Credit Facility less the sum of the applicable eurodollar margin (as defined in the Credit Agreement) and 1/8 of 1%. The interest rate was 5.65% at June 30, 1998 and 5.41% at June 30, 1997. Accrued interest on the outstanding principal balance of the notes is payable quarterly. The notes are secured by a Letter of Credit issued by The Chase Manhattan Bank, N.A. (7) Fair Value of Financial Instruments The following disclosure of the estimated fair value of the Company's financial instruments is made in accordance with the requirements of FASB Statement No. 107, "Disclosure about Fair Value of Financial Instruments" ("Statement 107"). Statement 107 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses, and obligations under non-compete agreements approximate fair values due to the short-term maturities of these instruments. Interest rate swaps, credit facility, senior subordinated debt and notes payable to stockholders are estimated to approximate fair values as rates are tied to short-term indices. The subordinated debt bears interest at a rate which approximates market for unsecured debt. -13- 17 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (8) Income Taxes Total income tax expense (benefit) for the years ended June 30, 1998 and 1997 and the period ended June 30, 1996 were allocated as follows: 1998 1997 1996 ----------- ----------- ----------- Income from continuing operations $(1,628,050) (1,023,412) (10,814) Extraordinary item (1,710,931) -- -- ----------- ----------- ----------- $(3,338,981) (1,023,412) (10,814) =========== =========== =========== Income tax expense (benefit) attributable to loss from continuing operations for the periods ended June 30 consists of: Current Deferred Total --------------- --------------- ---------------- 1998 Federal $ 10,997 (1,488,673) (1,477,676) State and local 22,418 (172,792) (150,374) --------------- --------------- ---------------- $ 33,415 (1,661,465) (1,628,050) =============== =============== =============== 1997 Federal $ 92,805 (1,189,910) (1,097,105) State and local 139,414 (65,721) 73,693 --------------- --------------- --------------- $ 232,219 (1,255,631) (1,023,412) =============== =============== =============== 1996 Federal $ 81,962 (72,889) 9,073 State and local 20,000 (39,887) (19,887) --------------- --------------- --------------- Total $ 101,962 (112,776) (10,814) =============== =============== =============== -14- 18 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (8) Income Taxes, Continued Income tax expense differed from the amounts computed by applying the federal income tax rate of 34% for the periods ended June 30 to income before income tax expense as a result of the following: 1998 1997 1996 ----------- ----------- ----------- Computed "expected" tax expense (benefit) $(2,378,935) (1,476,446) (92,647) Increase (reduction) in income taxes resulting from: State and local income taxes, net of federal income tax expense 99,247 (6,887) (15,891) Non-deductible expenses 34,820 29,467 6,599 Nondeductible goodwill 284,875 175,346 44,242 Adjustment of prior period accrual -- 121,833 74,292 Other, net 56,295 151,275 12,591 Change in the beginning-of-the-year balance of the valuation allowance for deferred tax assets allocated to income tax expense (275,648) (18,000) (40,000) ----------- ----------- ----------- $(1,628,050) (1,023,412) (10,814) =========== =========== =========== The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at each June 30, is presented below: 1998 1997 ----------- ----------- Deferred tax assets: Net operating loss carryforwards $ 3,397,793 283,268 Alternative minimum tax credit carryforwards 71,473 182,973 Investment tax credit carryforwards 12,949 12,949 Deferred revenue, principally related to advertising leases 68,663 72,787 Accrued expenses, principally related to compensated absences, health care claims and sales discounts 217,291 281,031 Deferred noncompete income 9,067 36,267 Other 96,300 119,707 ----------- ----------- Total gross deferred tax assets 3,873,536 988,982 Less valuation allowance (417,648) (142,000) ----------- ----------- Net deferred tax assets 3,455,888 846,982 ----------- ----------- Deferred tax liabilities: Property and equipment, principally due to differences in financial statement carrying amounts and tax basis (3,743,828) (3,403,385) Intangible assets, principally due to differences in length of amortization period (1,317,675) (1,074,810) ----------- ----------- Total gross deferred tax liabilities (5,061,503) (4,478,195) ----------- ----------- Net deferred tax liabilities $(1,605,615) $(3,631,213) =========== =========== -15- 19 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (8) Income Taxes, Continued The above deferred tax assets (liabilities) are presented in the June 30, 1998 and 1997 balance sheets as follows: 1998 1997 ----------- ----------- Current assets $ 294,069 438,967 Non-current liabilities (1,899,684) (4,070,180) ----------- ----------- Net deferred tax liabilities $(1,605,615) (3,631,213) =========== =========== The net change in the total valuation allowance for the years ended June 30, 1998 and 1997 and for the period ended June 30, 1996 was an increase of $275,648, a decrease of $18,000 and a decrease of $40,000, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred taxes, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowance at June 30, 1998, 1997, and 1996. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. At June 30, 1998, the Company had net operating loss carryforwards for federal income tax purposes of approximately $9,993,500. These net operating loss carryforwards can be utilized to offset future taxable income, if any, through the year 2013. The Company also has an alternative minimum tax credit carryforward of $71,973, which is available to reduce future regular income taxes, if any, over an indefinite period. In addition, the Company has an investment tax credit carryforward of $12,949, which is available to reduce future regular income taxes, if any, through 2001. -16- 20 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (9) Stockholders' Equity All general voting power is vested in the holders of Class A common stock. The holders of Class B common stock are not entitled to vote at any stockholders' meetings. Any share of Class B common stock can be converted, at the option of the holder, into Class A common stock at the rate of one share of Class A common stock for each share of Class B common stock, subject to certain approvals. Also, any share of Class A common stock can be converted, at the option of the holder, into Class B common stock at the rate of one share of Class B common stock for each share of Class A common stock, subject to and upon compliance with the provisions of the Certificate of Incorporation of OCI Holdings Corp. Dividends or distributions of common stock shall be payable on shares of Class A and B common stock, share and share alike. In the event of liquidation, the holders of Class A and B common stock shall be entitled to share ratably in the net assets of the Company after payment of debts and other liabilities. The Corporation shall not take any action (e.g., redeem, purchase, or acquire) affecting outstanding shares of common stock if after giving effect to such action any one, as defined, stockholder would own more than 24.95% of Class A common stock. (10) Preferred Stock In July 1997, the Company entered into an agreement, effective June 30, 1997, with the Series A and B subordinated debt holders to exchange the notes and accrued and unpaid interest through June 30, 1997 for Series A preferred stock (the Debt Conversion). The Board of Directors has authorized 5,000,000 shares of preferred stock, par value $.01 per share, of which 300,000 shares shall be designated Series A (Series A Preferred Stock) and 4,700,000 shares shall be undesignated (Undesignated Preferred Stock). Upon the closing of the Public Note Offering on August 15, 1997, approximately 240,967 shares of Series A Preferred Stock were issued in exchange for subordinated debt and the related unpaid and accrued interest through June 30, 1997 totaling $17,290,000 and $1,332,092, respectively, resulting in a corresponding increase in stockholders' equity of $18,622,092. Additionally, $5,135,000 of subordinated debt and $348,616 of unpaid and accrued interest through June 30, 1997 were assigned by the respective note holders to OCIH in exchange for all of the preferred interests of OCIH. As discussed in Note 9, all general voting power is vested in holders of Class A common stock. Shares of Series A Preferred Stock are not included in determining the number of shares entitled to vote. -17- 21 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (10) Preferred Stock, Continued No dividends can be declared or paid on the common stock during any year unless the full amount of accrued dividends on the Series A Preferred Stock has been paid. Upon declaration, the holders of the Series A Preferred Stock are entitled to cumulative cash dividends of $10 per annum, per share. In the event of liquidation or dissolution of the Company, the holders of the preferred stock are entitled to receive a preferential amount equal to $100 per share of the issued and outstanding preferred stock and a further preferential amount equal to all declared and unpaid dividends thereon. This liquidation value will be paid before the payment or distribution of any assets of the Company to the holders of the common stock. (11) Leases The Company leases substantially all of the land presently used as sites for advertising panels under various terms. The leases are classified as operating leases. These leases generally contain renewal options ranging from 1 to 15 years and require the Company to pay all executory costs, such as maintenance and insurance. Rental expense for operating leases amounted to approximately $7,657,000 for the year ended June 30, 1998, $5,825,000 for the year ended June 30, 1997 and $931,000 for the period April 4, 1996 to June 30, 1996. Future minimum lease payments under noncancelable operating leases with non-related parties (with initial or remaining lease terms in excess of one year) as of June 30, 1998 are: Year ending June 30: 1999 $ 5,792,581 2000 4,779,852 2001 3,944,768 2002 3,381,616 2003 2,803,461 --------------- $ 20,702,278 =============== (12) Employee Health Care Plan Under the Company's self insurance plan for employee health care, eligible participants receive payment or reimbursement of all or a portion of eligible participants medical expenses, after deductibles and co-payments, up to a lifetime aggregate benefit of $1 million. Eligible participants (and their dependents) include active full-time employees. The plan is primarily funded by the Company, with contributions from participants for a portion of dependent's coverage, as required under the health care plan. -18- 22 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (12) Employee Health Care Plan, Continued The plan has obtained aggregate excess of loss coverage of $970,000 in excess of $45,000 per eligible participant. The Company incurred approximately $134,000, $99,000 and $11,600 for such coverage for the years ended June 30, 1998, 1997, and for the period April 4, 1996 to June 30, 1996, respectively. Additionally, the Company incurred approximately $716,000, $480,000 and $180,000 in expense for self-insured health care claims for the years ended June 30, 1998, 1997 and for the period April 4, 1996 to June 30, 1996, respectively. (13) Retirement Program Retirement program expense with respect to the Company's defined contribution 401(k) plan approximated $163,000 for the year ended June 30, 1998, $62,000 for the year ended June 30, 1997, and $11,000 for the period April 4, 1996 to June 30, 1996. (14) Supplemental Cash Flow Information Non cash investing and financing activities for the years ended June 30, 1998, 1997 and for the period April 4, 1996 to June 30, 1996 are as follows: 1998 1997 1996 ----------- ----------- ----------- Cash paid for income taxes $ 91,044 80,000 3,322 Cash paid for interest $ 9,645,230 11,846,217 6,881,000* Supplemental noncash financing activities: Preferred stock issued in exchange for subordinated debt including accrued interest of $1,332,092 $18,662,092 -- -- Preferred interests issued in exchange for subordinated debt including accrued interest of $348,616 5,483,616 -- -- *$6,531,384 pertained to the interest paid on the junior and senior subordinated debt and senior debt existing prior to the close of business on April 3, 1996. The extraordinary item as reflected in the consolidated statements of cash flows, for the year ended June 30, 1998 in the amount of $4,149,303 is comprised of $4,387,003, which represents the write off of deferred financing fees; net of a cash payment of $237,700 to buy out the Company's swap agreements (Note 15). Amortization of deferred financing fees in the amount of $547,050, $667,838 and $127,856 in 1998, 1997 and 1996, respectively, has been classified as interest expense. On April 4, 1996, the Company issued 2,764.99 shares of its common stock valued at $2,765,000 and series A subordinated notes in the amount of $5,135,000 for the purchase of 7,371.01 common shares and 308.78 preferred shares of MCC. Also, the Company issued subordinated notes in the amount $5,876,875 for the purchase of 5,128.99 common shares and 562.5 preferred shares of Mass Communications Corp. -19- 23 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (14) Supplemental Cash Flow Information, Continued Details of acquisition: Fair value of assets acquired $ 25,747,927 Liabilities assumed (10,750,000) Subordinated debt issued (11,011,875) Stock issued (2,765,000) ------------ Cash paid 1,221,052 Less cash acquired 453,202 ------------ Net cash paid for acquisition $ 767,850 ============ (15) Interest Rate Swap Agreements On May 30, 1996, the Company entered into three-year interest swap agreements, expiring on June 30, 1999, with First Union National Bank of North Carolina (First Union) and Chase to manage its interest rate exposure. Interest rate exchange transactions generally involve the exchange of fixed and floating-rate interest payment obligations without the exchange of the underlying principal amounts. Entering into interest rate exchange agreements involves the risk of dealing with counterparties and their ability to meet the terms of the contracts. Notional principal amounts are used to express the volume of these transactions. The floating interest rate on the interest swap agreement is based on three month U.S. dollar LIBOR. The Chase agreement was terminated on December 30, 1996 and replaced with a new three year swap agreement. The fixed-for-floating interest rate swap agreements as of June 30, 1997 are summarized as follows: Chase First Union ----- ----------- Notional principal amount $ 25,395,825 $ 15,000,000 Fixed rate paid 6.25% 6.34% Floating rate 5.75% 5.76172% In August 1997, the Company paid approximately $238,000 to buy out the swap agreements. (16) Acquisitions On October 31, 1996, the Company acquired substantially all of the assets and business operations of Skoglund Communications, Inc. and Skoglund Communications of St. Cloud, Inc. for a cash payment of $21,246,850. As a result of this transaction, the Company acquired display faces in Minnesota and Wisconsin. This acquisition has been accounted for by the purchase method and, accordingly, the purchase price has been allocated to the assets purchased and the liabilities assumed based upon the fair value at the date of acquisition as follows: Adjusted working capital $ 1,336,989 Goodwill 7,953,899 Property and equipment 7,537,470 Customer list 4,418,492 ----------- Cash purchase price $21,246,850 =========== -20- 24 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (16) Acquisitions, Continued On March 31, 1997, the Company acquired substantially all of the assets and business operations of Outdoor West of Tennessee (Outdoor West) for a cash payment of $11,802,444. As a result of this acquisition, the Company acquired display faces in Tennessee and a right of first refusal to purchase Outdoor West, Inc. of Georgia, an affiliate of Outdoor West. This purchase has been accounted for by the purchase method and, accordingly, the purchase price has been allocated to the assets purchased and the liabilities assumed based upon the fair value at the date of acquisition as follows: Adjusted working capital $ 475,564 Goodwill 1,545,334 Property and equipment 4,621,720 Non-compete agreement 2,600,000 Customer list 2,559,826 ----------- Cash purchase price $11,802,444 =========== On May 1, 1997, the Company acquired substantially all of the assets and business operations of Summey Outdoor Advertising, Inc. for a cash payment of $5,145,000. As a result of this acquisition, the Company acquired display faces in North Carolina and South Carolina. This purchase has been accounted for by the purchase method and, accordingly, the purchase price has been allocated to the assets purchased and liabilities assumed based upon the fair value at the date of acquisition as follows: Adjusted working capital $ 236,169 Goodwill 950,680 Property and equipment 2,168,760 Non-compete agreement 1,000,000 Customer list 789,391 ---------- Cash purchase price $5,145,000 ========== On October 2, 1997, the Company acquired the stock of Jennings Outdoor, Inc. and the assets of Jennings Media Services, L.L.C. for a cash payment of $14,159,837. As a result of this acquisition, the Company acquired approximately 740 display faces in Alabama. This purchase has been accounted for by the purchase method and, accordingly, the purchase price has been allocated to the assets purchased and liabilities assumed based upon the fair value at the date of acquisition as follows: Adjusted working capital $ 173,803 Goodwill 8,722,162 Property and equipment 2,519,950 Non-compete agreement 250,000 Customer list 2,799,744 Deferred income taxes payable (366,362) Other intangibles 60,540 ------------ Cash purchase price $ 14,159,837 ============ -21- 25 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (16) Acquisitions, Continued In addition to the acquisitions described above, the Company has consummated numerous smaller acquisitions for aggregate cash payments totaling $6,042,342 in 1998 and $13,639,159 in 1997. These purchases have been accounted for by the purchase method and, accordingly, the purchase price has been allocated to the assets purchased and the liabilities assumed based upon the fair value at the date of acquisition as follows: 1998 1997 ---------- ---------- Working Capital $ 18,468 -- Goodwill 1,867,401 5,095,973 Property and equipment 2,770,982 4,919,380 Non-compete agreement -- 2,663,806 Customer list 1,385,491 960,000 ---------- ---------- Cash purchase price $6,042,342 13,639,159 ========== ========== The consolidated financial statements include the operating results of all of the above businesses from their respective dates of acquisition. (17) Stock Options and Awards In February 1998, the Company established the 1998 Stock Option and Incentive Plan (the "Incentive Plan") under which, subject to adjustment, 1,328 shares of the Company's Class A common stock are available to grant incentive and non-qualified stock options, stock appreciation rights (SARs), restricted stock, deferred stock awards, unrestricted stock awards, performance awards, dividend equivalents and other stock-based awards to employees of, including any officer or officer-director, or consultants to the Company and its subsidiaries. All terms and conditions of any grants under the Incentive Plan are at the discretion of the Company's Board of Directors. During 1998, 621 options were granted at the fair market value of the Company's common stock on the date of grant. These options vest and become exercisable over five years beginning in 2001, and expire in 2005. No charges to operations are recorded with respect to authorization, grant or exercise of options. Proceeds received upon exercise are credited to stockholder's equity. -22- 26 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued Information regarding the Incentive Plan for 1998 follows: Options Outstanding Options Exercisable ------------------------------- ---------------------- Weighted Weighted Average Number Weighted Average Remaining Exercisable Average Exercise Contractual At June 30, Exercise Shares Price Life 1998 Price ------ -------- ----------- ----------- -------- Options outstanding, beginning of year 0 Options granted 621 $6,345 6 years 0 Options outstanding, end of year 621 $6,345 6 years 0 Range of exercise $6,023 prices for options $6,626 outstanding, end of year Options available for grant, end of year 707 Weighted average fair value of options granted during the $1,736 year The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" (SFAS No. 123). This standard prescribes a method of accounting for stock-based compensation that recognizes compensation cost based on the fair value of options at grant date. In lieu of applying this fair value based method, a company may elect to disclose only the proforma effects of such application in the footnotes to its financial statements. The Company has elected the disclosure-only provisions of SFAS No. 123. Accordingly, had compensation cost for the Incentive Plan been based on the fair value of options at grant date, the Company's 1998 net loss (in thousands) would have been increased to the proforma amount below: Net loss: As reported $ 8,044,881 Proforma $ 8,756,398 The fair value of options at date of grant was estimated using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 1998: dividend yield of 0%; expected volatility of 0%; risk free interest rates of 5.48% and 5.59% and expected lives of 5 and 7 years. The proforma effect on net income for 1998 is not representative of the proforma effect on net income for future years because additional stock option awards could be made in future years. -23- 27 OUTDOOR COMMUNICATIONS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued (18) Quarterly Financial Data (Unaudited) Fiscal year 1998 quarters: Sept 30 Dec 31 Mar 31 June 30 Year -------- -------- -------- -------- -------- (In thousands) Net Revenues $ 13,472 14,245 13,335 15,182 56,234 Operating Income 2,341 1,873 1,337 2,086 7,637 Income (loss) before extraordinary item (2,048) (1,410) (1,129) (782) (5,369) Net income (loss) (4,724) (1,410) (1,129) (782) (8,045) Fiscal year 1997 quarters: Sept 30 Dec 31 Mar 31 June 30 Year ------- ------- ------- ------- ------- (In thousands) Net Revenues $10,093 10,910 10,739 12,762 44,504 Operating Income 2,601 2,697 353 1,894 7,545 Income (loss) before extraordinary item 267 61 (1,782) (1,865) (3,319) Net income (loss) 267 61 (1,782) (1,865) (3,319) (19) Subsequent Events On August 10, 1998, the Company entered into a Stock Purchase Agreement, pursuant to which Lamar Advertising Company will acquire 100% of the Company's outstanding stock for $385 million which includes the assumption of debt. The Acquisition is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act and the satisfaction of other customary closing conditions. The Acquisition is expected to be consummated by September 30, 1998. -24-