-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AXQRtomO0KetAykbwkEPuT5rEKhzvCKsUwUkcpKfspZcO21mv4q8TDzw02hbNSRl ZYROYhe4qFkQAbdm+AbA/w== 0000912057-95-003377.txt : 19950511 0000912057-95-003377.hdr.sgml : 19950511 ACCESSION NUMBER: 0000912057-95-003377 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950224 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950509 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITEL VIDEO INC/DE CENTRAL INDEX KEY: 0000740103 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 231713238 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08654 FILM NUMBER: 95535548 BUSINESS ADDRESS: STREET 1: 510 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122653600 MAIL ADDRESS: STREET 2: 510 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 8-K/A 1 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITEL VIDEO, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 1-8654 23-1713238 -------- ------ ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 515 WEST 57TH STREET, NEW YORK, NEW YORK 10019 - ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) 212-265-3600 ------------ (Registrant's telephone number, including area code) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K dated February 24, 1995, as set forth in the pages attached hereto: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. UNITEL VIDEO, INC. Date: May 8, 1995 By: /S/ BARRY KNEPPER ---------------------------- Barry Knepper Vice President - Finance 1 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS ( a ) Financial Statements of business acquired: ( b ) Pro forma financial information: TABLE OF CONTENTS PAGE NUMBER OPINION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 4 JEE SEE & COMPANY, INC. BALANCE SHEETS-OCTOBER 31, 1994 AND DECEMBER 31, 1993 5 JEE SEE & COMPANY, INC. STATEMENTS OF EARNINGS-TEN MONTHS ENDED OCTOBER 31, 1994 AND YEAR ENDED DECEMBER 31, 1993 6 JEE SEE & COMPANY, INC. STATEMENT OF STOCKHOLDERS' EQUITY-TEN MONTHS ENDED OCTOBER 31, 1994 AND YEAR ENDED DECEMBER 31, 1993 7 2 JEE SEE & COMPANY, INC. STATEMENTS OF CASH FLOWS- TEN MONTHS ENDED OCTOBER 31, 1994 AND YEAR ENDED DECEMBER 31, 1993 8 JEE SEE & COMPANY, INC. NOTES TO FINANCIAL STATEMENTS- OCTOBER 31, 1994 AND DECEMBER 31, 1993 9-12 PRO FORMA FINANCIAL INFORMATION 13 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 14-15 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 16 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. UNAUDITED THREE MONTH PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS 17 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. NOTES TO UNAUDITED THREE MONTH PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA 18 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. UNAUDITED PRO FORMA TWELVE MONTH CONDENSED CONSOLIDATED STATEMENT OF EARNINGS 19 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. NOTES TO UNAUDITED TWELVE MONTH PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA 20 3 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors Jee See & Company, Inc. We have audited the balance sheets of Jee See & Company, Inc. as of October 31, 1994 and December 31, 1993, and the related statements of earnings, stockholders' equity, and cash flows for the ten months ended October 31, 1994 and the year ended December 31, 1993. 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 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 financial statements referred to above present fairly, in all material respects, the financial position of Jee See & Company, Inc. as of October 31, 1994 and December 31, 1993, and the results of its operations and cash flows for the ten months ended October 31, 1994 and the year ended December 31, 1993, in conformity with generally accepted accounting principles. By: /S/ GRANT THORNTON LLP ---------------------- Grant Thornton LLP New York, New York December 16, 1994 4 Jee See & Company, Inc. BALANCE SHEETS
October 31, December 31, ASSETS 1994 1993 ----------- ------------ CURRENT ASSETS Cash $ 443,888 $ 193,491 Accounts receivable - trade 216,222 58,979 Employee receivable - 2,400 Prepaid expenses 47,924 24,049 ---------- ----------- Total current assets 708,034 278,919 PROPERTY AND EQUIPMENT - at cost (Notes A-1 and B) 8,224,840 7,594,578 Less accumulated depreciation 6,482,007 5,835,526 ---------- ----------- 1,742,833 1,759,052 OTHER ASSETS - deposits 3,500 3,500 ---------- ----------- $2,454,367 $ 2,041,471 ---------- ----------- ---------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt (Note C) $ 155,142 $ 206,904 Contracts payable 452,128 - Accounts payable - trade 43,490 32,060 Customer deposits 13,784 56,600 Accrued rent (Note D) 12,500 25,000 Accrued expenses 43,155 24,223 ---------- ----------- Total current liabilities 720,199 344,787 LONG-TERM DEBT, net of current portion (Note C) - 120,658 ---------- ----------- Total liabilities 720,199 465,445 STOCKHOLDERS' EQUITY Common stock, no par value, 10,000 shares authorized and 3,413 outstanding in 1994 and 1993 576,381 576,381 Retained earnings 1,157,787 999,645 ---------- ----------- 1,734,168 1,576,026 ---------- ----------- $2,454,367 $ 2,041,471 ---------- ----------- ---------- -----------
The accompanying notes are an integral part of these statements. 5 Jee See & Company, Inc. STATEMENTS OF EARNINGS
Ten months Year ended ended ended October 31, December 31, 1994 1993 ----------- ------------ Equipment rental income $3,016,221 $3,189,900 Cost of equipment rental income 1,119,635 1,036,428 ---------- ---------- Gross profit 1,896,586 2,153,472 General and administrative expenses 882,704 1,023,225 Depreciation and amortization 646,481 846,905 ---------- ---------- 1,529,185 1,870,130 ---------- ---------- Earnings before provision for income taxes and extraordinary item 367,401 283,342 Provision for state taxes 9,479 11,700 ---------- ---------- Earnings before extraordinary item 357,922 271,642 Extraordinary item Forgiveness of debt, net of state taxes of $1,210 - 47,185 ---------- ---------- NET EARNINGS $ 357,922 $ 318,827 ---------- ---------- ---------- ---------- Earnings per share Earnings before extraordinary item $104.87 $79.59 Extraordinary item - 13.83 ---------- ---------- NET EARNINGS PER SHARE $104.87 $93.42 ---------- ---------- ---------- ---------- Weighted average number of shares outstanding 3,413 3,413 ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these statements. 6 Jee See & Company, Inc. STATEMENT OF STOCKHOLDERS' EQUITY Ten months ended October 31, 1994 and year ended December 31, 1993
Common Retained stock earnings Total -------- ---------- ---------- Balance at January 1, 1993 $576,381 $ 851,716 $1,428,097 Net earnings for the year - 318,827 318,827 Dividends paid - (170,898) (170,898) -------- ---------- ---------- Balance at December 31, 1993 576,381 999,645 1,576,026 Net earnings for the period - 357,922 357,922 Dividends paid - (199,780) (199,780) -------- ---------- ---------- Balance at October 31, 1994 $576,381 $1,157,787 $1,734,168 -------- ---------- ---------- -------- ---------- ----------
The accompanying notes are an integral part of this statement. 7 Jee See & Company, Inc. STATEMENTS OF CASH FLOWS
Ten months Year ended ended ended October 31, December 31, 1994 1993 ----------- ------------ Cash flows from operating activities Net earnings $357,922 $ 318,827 Adjustments to reconcile net earnings to net cash provided by Operating activities: Depreciation and amortization 646,481 846,905 (Increase) decrease in accounts receivable (157,243) 172,897 (Increase) decrease in employee receivable 2,400 (2,400) Decrease in insurance receivable - 50,000 (Increase) decrease in prepaid expenses and other assets (23,875) 2,605 Increase in accounts payable 11,430 16,681 Increase (decrease) in customer deposits (42,816) 56,600 (Decrease) in accrued rent (12,500) (5,000) Increase (decrease) in accrued expenses 18,932 (42,167) -------- ---------- Net cash provided by operating activities 800,731 1,414,948 -------- ---------- Cash flows from investing activities Purchase of property and equipment (178,134) (404,449) -------- ---------- Cash flows from financing activities Principal payments on long-term debt (172,420) (556,904) Decrease in note payable - (116,897) Payments of dividends (199,780) (170,898) -------- ---------- Net cash used in financing activities (372,200) (844,699) -------- ---------- Net increase in cash 250,397 165,800 Cash balance, beginning of period 193,491 27,691 -------- ---------- Cash balance, end of period $443,888 $ 193,491 -------- ---------- -------- ---------- Supplemental disclosure of cash flow information Cash paid during the year for: Interest $ 15,639 $ 47,893 -------- ---------- -------- ---------- Income taxes $ 12,658 $ 18,525 -------- ---------- -------- ---------- Noncash investing and financing activities: Equipment acquisitions on contracts payable $ 452,128 $ - -------- ---------- -------- ----------
The accompanying notes are an integral part of these statements. 8 Jee See & Company, Inc. NOTES TO FINANCIAL STATEMENTS October 31, 1994 and December 31, 1993 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Jee & See Company, Inc. (the "Company") is in the business of leasing mobile video tape production facilities to independent producers engaged in the motion picture and television industry. 1. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are carried at cost. Depreciation and amortization for financial statement purposes are provided principally by the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Normal maintenance, repairs and operating supplies are expensed as incurred. 2. INCOME TAXES The Company has elected, under the provisions of Subchapter S of the Internal Revenue Code, to have the Company's earnings treated for Federal and State income tax purposes substantially as if the Corporation were a partnership. The stockholders' respective equitable shares in the net earnings or loss of the Company and allowable credits are reportable on the individual tax returns of the respective stockholders. Accordingly, the financial statements reflect no provision or liability for Federal income taxes and the Company has no net operating loss or tax credit carryforwards available as a corporate entity. The Company, however, is still subject to California S Corporation tax. 3. CONCENTRATION OF CREDIT RISK The Company maintains cash balances at one financial institution. Accounts are insured by the Federal Deposit Insurance Corporation up to $100,000. Uninsured balances at October 31, 1994 and December 31, 1993 approximate $381,000 and $115,000, respectively. 9 Jee See & Company, Inc. NOTES TO FINANCIAL STATEMENTS-CONTINUED October 31, 1994 and December 31, 1993 NOTE B - PROPERTY AND EQUIPMENT Property and equipment are summarized by major classifications as follows: October 31, December 31, 1994 1993 ----------- ------------- Equipment $ 7,978,941 $7,348,679 Furniture and fixtures 72,804 72,804 Transportation equipment 155,910 155,910 Leasehold improvements 17,185 17,185 ----------- ----------- $ 8,224,840 $ 7,594,578 Less accumulated depreciation 6,482,007 5,835,526 ----------- ----------- $ 1,742,833 $ 1,759,052 ----------- ----------- ----------- ----------- NOTE C - LONG-TERM DEBT The Company has long-term debt consisting of the following: October 31, December 31, 1994 1993 ---------- ------------ Term loan with Bank of California dated September 10, 1990 in the amount of $1,000,000. Terms of the loan require monthly principal payments of $17,242 plus interest calculated at .75% over the bank's prime lending rate (effective rate of 8% at October 31, 1994). The loan matures July 1, 1995 at which time the entire unpaid principal and any accrued interest will be due. The loan is collateralized by substantially all of the Company's assets. $155,142 $327,562 Less current portion 155,142 206,904 -------- -------- Long-term portion $ - $120,658 -------- -------- -------- -------- 10 Jee See & Company, Inc. NOTES TO FINANCIAL STATEMENTS-CONTINUED October 31, 1994 and December 31, 1993 NOTE D - COMMITMENTS The Company leases its office facility under a five-year lease. Property taxes and insurance are to be paid by the lessor subject to base period adjustments. Minimum future rentals payable under the non-cancelable operating lease for the year ending October 31, 1995 is $150,000. Rent expense for the above lease was approximately $176,000 and $144,000 for the periods ended October 31, 1994 and December 31, 1993, respectively. The accrued rent obligation represents the excess of rent expense recorded based on a straight-line basis of the total minimum lease payments for the life of the lease over the amount actually paid. NOTE E - EXTRAORDINARY ITEM In 1992, the Company entered into a note payable with a former shareholder, in the amount of $125,000. The note was due May 21, 1999. In 1993, the former shareholder requested an early extinguishment of the note in the amount of $62,500 as payment in full. This resulted in a forgiveness of debt of $48,395. This amount has been reflected on the statement of earnings net of state taxes of $1,210 as an extraordinary item. NOTE F - PRO FORMA INCOME TAXES As discussed in Note A-2, the Company has elected to file its income tax returns under the provisions of Subchapter S of the Internal Revenue Code. Accordingly, no Federal tax provision is reflected in the accompanying financial statements. Had the Company not filed under the provisions of Subchapter S, the income tax provisions would have been as follows: Ten months ended Year ended October 31, December 31, 1994 1994 ---------------- ------------ Current $253,407 $157,379 Deferred (106,079) (43,759) -------- -------- $147,328 $113,620 -------- -------- -------- -------- 11 Jee See & Company, Inc. NOTES TO FINANCIAL STATEMENTS-CONTINUED October 31, 1994 and December 31, 1993 NOTE F - PRO FORMA INCOME TAXES - Continued The pro forma income tax amounts are based on Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases (principally fixed assets). Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. NOTE G - SUBSEQUENT EVENT During November 1994, the Company reached an agreement in principal to sell its business and assets to Unitel Video, Inc. The purchase price of $6,750,000 will consist of $6,000,000 cash payable at closing and $750,000 of convertible promissory notes. The notes will bear interest at the rate of 1% over prime and the entire principal balance will be due 30 months after the closing date. The notes will be subordinated to Unitel Video's bank debt, and will be convertible into Unitel Video common stock, based upon the principal of the notes, at a rate of $10.00 per share. 12 PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated balance sheets and statements of earnings have been prepared based on the historical results of operations and financial condition of Unitel Video, Inc. and Jee See & Company, Inc. Pro forma adjustments and assumptions on which they are based are described in the notes following the balance sheet and statement of earnings. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations as they would have been had Unitel and Jee See & Company, Inc. constituted a single entity during the entirety of fiscal 1994 or of the first three months of fiscal 1995, as the case may be, nor are they necessarily indicative of future results of operations. The unaudited pro forma condensed consolidated balance sheets were prepared on the assumption that the acquisition is accounted for under the purchase method of accounting. The unaudited pro forma condensed consolidated statements of earnings were prepared on the assumption that the acquisition was completed at the beginning of the fiscal period. The actual purchase accounting adjustments were made as of the effective date and differ from those reflected in the following unaudited pro forma condensed consolidated financial statements. There were no significant transactions between Unitel and Jee See & Company, Inc. during fiscal 1994 or to date in fiscal 1995. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited financial statements (including the notes thereto) of Unitel, and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in the Unitel annual report and the Unitel Form 10-Q, respectively, and the consolidated financial statements (including the notes thereto) of Jee See & Company, Inc. 13 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
UNITEL VIDEO JEE SEE UNAUDITED UNAUDITED NOVEMBER OCTOBER PRO FORMA PRO FORMA 30, 1994 31, 1994 COMBINED ADJUSTMENTS COMBINED ------------ -------- -------- ----------- --------- CURRENT ASSETS: Cash $ 980 $ 444 $ 1,424 ($444)(1) $ 980 Accounts receivable-net 12,176 216 12,392 (216)(1) 12,176 Other receivables 286 -- 286 286 Prepaid expenses 1,556 48 1,604 (48)(1) 1,556 -------- ------ -------- ------ -------- TOTAL CURRENT ASSETS 14,998 708 15,706 (708) 14,998 Property & equipment at cost 118,809 8,225 127,034 (3,475)(2) 123,559 Less: Accumulated depreciation (64,724) (6,482) (71,206) 6,482 (2) (64,724) -------- ------ -------- ------ -------- Property & equipment-Net 54,085 1,743 55,828 3,007 58,835 Goodwill 1,825 -- 1,825 2,000 (3) 3,825 Other assets 1,034 3 1,037 (3)(1) 1,034 -------- ------ -------- ------ -------- TOTAL ASSETS $71,942 $2,454 $74,396 $4,296 $ 78,692 -------- ------ -------- ------ -------- -------- ------ -------- ------ --------
14 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONT'D) (IN THOUSANDS)
UNITEL VIDEO JEE SEE UNAUDITED UNAUDITED NOVEMBER OCTOBER PRO FORMA PRO FORMA 30, 1994 31, 1994 COMBINED ADJUSTMENTS COMBINED ------------ -------- -------- ----------- --------- CURRENT LIABILITIES: Accounts payable $ 5,500 $ 509 $ 6,009 ($509)(4) $ 5,500 Accrued expenses 1,000 43 1,043 (43)(4) 1,000 Income taxes payable 144 144 144 Payroll & related taxes 3,447 3,447 3,447 Current maturities of long term debt 12,553 155 12,708 (155)(4) 13,412 859 (6) Current maturities of ESOP loan 172 172 172 ------- ------ ------- ------ ------- TOTAL CURRENT LIABILITIES 22,816 707 23,523 152 23,675 Deferred rent 910 13 923 (13)(4) 910 Deferred gain on building sale 67 67 67 Long term debt less current maturities 14,938 14,938 6,000 (5) 20,079 (859)(6) Subordinated debt 2,500 2,500 750 (5) 3,250 ESOP loan, less current maturities 293 293 293 Accrued retirement expense 1,012 1,012 1,012 Deferred income taxes 94 94 94 STOCKHOLDERS' EQUITY: Common stock 26 576 602 (576) (4) 26 Additional paid in capital 27,378 27,378 27,378 Retained earnings 10,518 1,158 11,676 (1,158) (4) 10,518 Treasury stock (7,974) (7,974) (7,974) ------- ------ ------- ------ ------- 29,948 1,734 31,682 (1,734) 29,948 Unearned employee benefit expense (636) (636) (636) ------- ------ ------- ------ ------- TOTAL STOCKHOLDERS' EQUITY 29,312 1,734 31,046 (1,734) 29,312 ------- ------ ------- ------ ------- TOTAL LIABILITIES & EQUITY $71,942 $2,454 $74,396 $4,296 $78,692 ------- ------ ------- ------ ------- ------- ------ ------- ------ -------
See accompanying notes to unaudited pro forma condensed consolidated financial information. 15 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (1) To eliminate all assets that were not part of the asset purchase. (2) To record the purchased fixed assets at appraised value of $4,750,000. (3) To record Goodwill as the difference between the purchase price of $6,750,000 and the purchased assets consisting of property and equipment at an appraised value of $4,750,000. (4) To eliminate liabilities and stockholders' equity not part of the asset purchase. (5) To record long term financing and the convertible subordinated debt to the Jee See shareholders' obtained to purchase the assets of Jee See & Company. The subordinated debt will be convertible into Unitel Video common stock, based on the principal of the notes, at a rate of $10.00 per share. (6) To reclassify the current portion of the long term financing related to the Jee See & Company asset purchase. 16 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. UNAUDITED 3 MONTH PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (IN THOUSANDS)
JEE SEE & UNAUDITED UNAUDITED UNITEL VIDEO, INC. COMPANY PRO FORMA PRO FORMA NOVEMBER 30, 1994 DECEMBER 31, 1994 COMBINED ADJUSTMENTS COMBINED ------------------ ----------------- -------- ----------- --------- SALES $21,233 $733 $21,966 $21,966 COST OF SALES: Production costs 14,431 433 14,864 14,864 Depreciation & amort. 2,254 129 $ 2,383 41 (1) 2,457 33 (2) ------- ---- ------- ------- ------- GROSS PROFIT 4,548 171 4,719 (74) 4,645 OPERATING EXPENSES: Selling 745 745 745 General and admin. 2,273 235 2,508 2,508 Interest 715 715 144 (3) 859 ------- ---- ------- ------- ------- OPERATING EXPENSES 3,733 235 3,968 144 4,112 ------- ---- ------- ------- ------- EARNINGS FROM OPERATIONS 815 (64) 751 (218) 533 Other income 14 0 14 14 ------- ---- ------- ------- ------- EARNINGS BEFORE INCOME TAXES 829 (64) 765 (218) 547 Income taxes 390 (4) 386 (129)(4) 257 ------- ---- ------- ------- ------- NET INCOME $439 ($60) $379 ($89) $290 ------- ---- ------- ------- ------- ------- ---- ------- ------- ------- Earnings per common share $0.17 $0.11 ------- ------- ------- ------- Weighted average of common and common equivalent shares outstanding 2,567 2,567 ------- ------- ------- -------
See accompanying notes to unaudited pro forma condensed consolidated financial information. 17 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. NOTES TO UNAUDITED 3 MONTH PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA (1) To record depreciation expense based the acquisition of $4,750,000 of Jee See's assets depreciated over a seven year life. (2) To record amortization of goodwill acquired with the acquisition of Jee See's assets totaling $2,000,000 and amortized over a 15 year period. (3) To record interest expense incurred on the debt obtained to finance the acquisition of Jee See's assets. (4) To record income taxes on combined pretax net income at Unitel's rate of 47% at November 30, 1994. 18 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. UNAUDITED PRO FORMA 12 MONTH CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (IN THOUSANDS)
12 MONTH UNITEL VIDEO JEE SEE & UNAUDITED UNAUDITED AUGUST COMPANY 12 MONTH PROFORMA PRO FORMA 31, 1994 JUNE 30, 1994 COMBINED ADJUSTMENTS COMBINED ------------ ------------- -------- ----------- --------- SALES $80,498 $3,171 $83,669 $83,669 COST OF SALES: Production costs 55,097 1,027 56,124 56,124 Depreciation & amort. 9,294 654 9,948 25 (1) 10,106 133 (2) ------- ------ ------- ----- ------- GROSS PROFIT 16,107 1,490 17,597 (158) 17,439 OPERATING EXPENSES: Selling 2,852 2,852 2,852 General and amin. 9,512 1,056 10,568 10,568 Interest 2,388 2,388 567 (3) 2,955 ------- ------ ------- ----- ------- OPERATING EXPENSES 14,752 1,056 15,808 567 16,375 ------- ------ ------- ----- ------- EARNINGS FROM OPERATIONS 1,355 434 1,789 (725) 1,064 Other income 164 0 164 164 ------- ------ ------- ----- ------- EARNINGS BEFORE INCOME TAXES 1,519 434 1,953 (725) 1,228 Income taxes 660 10 670 (137)(4) 533 ------- ------ ------- ----- ------- NET INCOME $859 $424 $1,283 ($588) $695 ------- ------ ------- ----- ------- ------- ------ ------- ----- ------- Earnings per common share $0.33 $0.27 ------- ------- ------- ------- Weighted average of common and common equivalent shares outstanding 2,617 2,617 ------- ------- ------- -------
See accompanying notes to unaudited pro forma condensed consolidated financial information. 19 UNITEL VIDEO, INC. AND JEE SEE & COMPANY, INC. NOTES TO UNAUDITED 12 MONTH PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA (1) To record depreciation expense based the acquisition of $4,750,000 of Jee See's assets depreciated over a seven year life. (2) To record amortization of goodwill acquired with the acquisition of Jee See's assets totaling $2,000,000 and amortized over a 15 year period. (3) To record interest expense incurred on the debt obtained to finance the acquisition of Jee See's assets. (4) To record income taxes on combined pretax net income at Unitel's rate of 43.4% at August 31, 1994. 20 -----END PRIVACY-ENHANCED MESSAGE-----