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REGISTRATION NO. 333-53779
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UNICAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 6159 65-0788314
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
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10800 Biscayne Boulevard,
Suite 300
Miami, Florida 33161
(305) 899-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Robert New
Chairman and Chief Executive Officer
UniCapital Corporation
10800 Biscayne Boulevard,
Suite 300
Miami, Florida 33161
(305) 899-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copy to:
David A. Gerson, Esq.
Morgan, Lewis & Bockius LLP
One Oxford Centre
Thirty-Second Floor
Pittsburgh, Pennsylvania 15219
(412) 560-3300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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25,000,000 SHARES
UNICAPITAL CORPORATION
COMMON STOCK
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This Prospectus covers 25,000,000 shares of common stock, $.001 par value
(the "Common Stock") which may be offered and issued by UniCapital Corporation
(the "Company") from time to time in connection with merger or acquisition
transactions entered into by the Company. It is expected that the terms of the
acquisitions involving the issuance of securities covered by this Prospectus
will be determined by direct negotiations with the owners or controlling
businesses of the respective businesses or assets to be merged with or acquired
by the Company, and that the shares of Common stock issued will be valued at
prices reasonably related to the market prices of Common Stock either at the
time the terms of a merger or acquisition are agreed upon or at or about the
time shares are delivered. No underwriting discounts or commissions will be
paid, although finder's fees may be paid from time to time with respect to
specific mergers or acquisitions. Any person receiving such fees may be deemed
to be an underwriter within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").
The Company's Common Stock is listed on the New York Stock Exchange. As of
June 8, 1998, 48,132,814 shares of Common Stock were outstanding, of which
28,000,000 shares are registered and available for unrestricted trading in the
public markets unless owned by affiliates of the Company. Application will be
made to list the shares of Common Stock offered hereby on the New York Stock
Exchange. On June 8, 1998, the closing price of the Common Stock on the New York
Stock Exchange was $16 per share. The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other information with the
Securities and Exchange Commission. See "Additional Information."
All expenses of this offering will be paid by the Company.
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SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is June 9, 1998
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NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
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PAGE
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Forward-Looking Statements............ 3
Prospectus Summary.................... 4
Risk Factors.......................... 12
Formation of the Company.............. 19
Price Range of Common Stock........... 25
Dividend Policy....................... 25
Capitalization........................ 26
Selected Pro Forma Combined
Financial Data...................... 27
Management's Discussion and Analysis
of Pro Forma Financial Condition and
Pro Forma Results of Operations..... 29
Management's Discussion and Analysis
of Financial Condition and Results
of Operations of the Founding
Companies........................... 37
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Business.............................. 77
Management............................ 86
Certain Relationships and Related
Party Transactions.................. 95
Principal Stockholders................ 103
Description of Capital Stock.......... 104
Shares Eligible for Future Sale....... 106
Plan of Distribution.................. 106
Restrictions on Resale................ 107
Legal Matters......................... 107
Experts............................... 107
Additional Information................ 108
Index to Financial Statements......... F-1
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this Prospectus constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "intend," "estimate,"
"anticipate," "believe," or "continue" or the negative thereof or variations
thereon or similar terminology. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from possible future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions; changes
in political, social and economic conditions and local regulations; changes in,
or failure to comply with, government regulations; demographic changes; changes
in sales mix; changes in, or the failure to maintain, current pricing levels;
any reduction in sales to or loss of any significant customers; competition;
changes in business strategy or development plans; availability of capital
sufficient to meet the Company's need for capital or on terms or at times
acceptable to the Company; availability of qualified personnel; and various
other factors referenced in this Prospectus. The Company assumes no obligation
to update any forward-looking statements to reflect actual results or changes in
the factors affecting such forward-looking statements.
Forward-looking statements contained in this Prospectus address, among
other things: (a) absence of combined operating history; (b) expectations
regarding the Company's acquisition strategy, including the integration of
acquired businesses; (c) the availability of resources to carry out the
Company's planned acquisition program; (d) the availability of trained
management personnel at the Operating Company (as defined herein) level; and (e)
expectations regarding capital expenditures. See "Risk Factors" beginning on
page 12 for a more detailed discussion of these and other factors which could
cause actual results to differ materially from those expressed or implied by any
forward-looking statements.
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PROSPECTUS SUMMARY
Simultaneously with or immediately prior to the consummation of its initial
public offering (the "IPO") on May 20, 1998, UniCapital Corporation
("UniCapital") acquired, in twelve separate transactions (the "Founding Company
Mergers") twelve equipment leasing and related business (collectively, the
"Founding Companies"). Unless otherwise indicated, all references to the
"Company" include the Founding Companies. The following summary is qualified in
its entirety by, and should be read in conjunction with, the more detailed
information and the financial statements, including the notes thereto, appearing
elsewhere in this Prospectus.
THE COMPANY
UniCapital was founded in October 1997 to create a national consolidator
and operator of equipment leasing and specialty finance businesses serving the
commercial market. The Company commenced operations in May, 1998 in conjunction
with the consummation of the IPO and the Founding Company Mergers. The Company
originates, acquires, sells and services equipment leases and arranges
structured financings in the computer and telecommunications equipment, large
ticket and structured finance, middle market and small ticket areas of the
equipment leasing industry. In addition, the Company provides lease
administration and processing services for certain of the leases originated by
the Founding Companies, as well as for any securitizations undertaken by the
Company. The Company's leases and structured financing arrangements cover a
broad range of equipment, including aircraft, computer and telecommunications
equipment, construction and manufacturing equipment, office equipment, trucks,
printing equipment, car washes and petroleum retail equipment and vending
machines. The Company will fund the acquisition or origination of its leases
through warehouse credit facilities or through recourse or non-recourse
financing and will retain the leases for its own account or sell the leases to
third parties. The Company intends to sell certain of its lease receivables in
the public and private markets through a securitization program. For the year
ended December 31, 1997 and the three months ended March 31, 1998, the Company
had pro forma combined direct financing and sales-type lease originations of
approximately $581.4 million and $154.7 million, respectively, pro forma
combined income from operations of $38.8 million and $13.2 million,
respectively, and pro forma combined net income before extraordinary item of
$22.0 million and $8.3 million, respectively.
The Company's senior management team collectively has more than 70 years of
experience in the acquisition and integration of businesses, lease financing,
securitizations and other structured finance transactions. Robert New, the
Company's co-founder, Chairman and Chief Executive Officer, previously served as
an operating company president of and an Acquisition Consultant to U.S. Office
Products Company, where he participated in over 40 acquisitions. Theodore J.
Rogenski, the Company's Chief Operating Officer, has served as a senior
executive with three national leasing companies, including LINC Anthem
Corporation and its successor, Newcourt LINC Financial, Inc., and Wells Fargo
Leasing Corporation, where he served for ten years as the President and Chief
Executive Officer. Bruce E. Kropschot, the Company's Vice Chairman -- Mergers
and Acquisitions, founded and operated a private mergers and acquisitions
advisory firm which has arranged the sale of over 100 equipment leasing and
specialty finance businesses. Steven E. Hirsch, the Company's Executive Vice
President -- Structured Finance, was the Head of the Leasing Products Group at
Morgan Stanley & Co. Incorporated, where he was involved in arranging over $30
billion of transactions in structured lease financings, mergers and acquisitions
of leasing companies and securitizations.
The equipment leasing and financing industry in the United States has grown
consistently during the last decade and includes a wide range of entities that
provide funding for the purchase or use of equipment. The equipment leasing
industry in the United States is a significant factor in financing capital
expenditures of businesses. The Equipment Leasing Association (the "ELA")
projects that $183 billion of $593 billion invested in equipment in 1998 will be
financed by means of leasing. According to ELA estimates, from 1996 to 1997,
equipment placed on lease grew by approximately $10 billion from $170 billion to
an estimated $180 billion. The 1996 investment in equipment placed on lease
represents an increase of approximately 90% from comparable 1986 data. The ELA
estimates that 80% of all U.S. businesses currently use leasing or financing to
acquire capital assets. The Company believes that leasing helps businesses to
acquire capital equipment more efficiently, receive
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favorable tax and accounting treatment and avoid or mitigate the perceived risks
of equipment ownership including obsolescence.
STRATEGY
The Company's goal is to become a leading consolidator and operator of
equipment leasing and speciality finance businesses. Key elements of the
Company's strategy include:
PURSUE STRATEGIC ACQUISITIONS. The Company intends to capitalize upon
consolidation opportunities in the U.S. equipment leasing industry by pursuing
selective acquisitions. The Company will focus upon opportunities that
complement its existing equipment leasing and commercial specialty finance
businesses as well as opportunities that facilitate entry into new market
segments. The Company's senior management team has significant experience in the
acquisition and integration of businesses, including leasing companies, and
Jonathan J. Ledecky, the Company's co-founder and a director, has considerable
experience consolidating private businesses into publicly-held entities. Mr.
Ledecky has founded or co-founded three publicly-held companies, U.S. Office
Products Company, U.S.A. Floral Products, Inc. and Consolidation Capital
Corporation, each of which has implemented a consolidation strategy.
PROVIDE GREATER ACCESS TO CAPITAL AT LOWER COST. The Company believes
that, due to its pro forma combined lease originations, the diversification of
its portfolio and the experience of its senior management team, it will be able
to provide increased sources of capital at a lower cost to the Founding
Companies. The Company expects to benefit from increased access to capital from
both public and private sources by utilizing traditional credit facilities and
accessing public and private capital through securitizations. The Company
believes that the effective interest rate obtained on borrowings by the Founding
Companies individually is higher than the interest rate that will be obtained by
the Company. In addition to the anticipated ability to lower the Founding
Companies' cost of funds, the Company believes that increased access to capital
will allow the Founding Companies to generate an increased volume of lease
originations and develop new lease product offerings.
ACHIEVE OPERATING EFFICIENCIES. The Company believes that it will be able
to increase the operating efficiency of and achieve certain synergies among the
Founding Companies as well as any subsequently acquired businesses. For example,
one of the Founding Companies, Portfolio Financial Servicing Company, L.P.
("PFSC"), provides servicing and administration for equipment lease and loan
portfolios. After the Founding Company Mergers, the Company intends to transfer
to PFSC, where appropriate, certain servicing functions currently performed by
the Founding Companies. The Company will also seek to combine certain other
administrative functions, such as accounting and finance, treasury, insurance,
employee benefits, strategic marketing and legal support, at the corporate
level, and to institute a Company-wide management information system. The
Company believes the integration of these functions will enable the Founding
Companies to focus on their core business of lease origination as well as enable
the Company to operate in a more efficient and cost-effective manner.
EXPAND PRODUCTS AND SERVICE OPPORTUNITIES. The Company believes that the
diversity among the Founding Companies within the equipment leasing industry,
together with the size and geographic breadth of the Company, can create
significant opportunities to increase the volume and type of lease products and
service offerings. The Company plans to expand existing programs, such as
equipment vendor and manufacturer programs, pursue cross-selling opportunities
among the Founding Companies and any subsequently acquired entities, and develop
new products and service offerings. The Company believes potential opportunities
include national expansion of products currently offered by certain of the
Founding Companies on a local or regional basis and leveraging the expertise of
certain of the Founding Companies to enhance the Company's customer service and
off-lease asset remarketing capabilities. In addition, the Company intends to
market products and services under the name UniCapital to establish name
recognition and create a brand image while maintaining the identity and
associated goodwill of each of the Founding Companies.
OPERATE WITH DECENTRALIZED MANAGEMENT. The Company plans to conduct its
operations using a decentralized management approach through which individual
management teams, consisting primarily of current executive officers of the
Founding Companies, will be responsible for the day-to-day operations of the
Founding Companies as well as for helping to identify additional acquisition
candidates in their respective markets. At the
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same time, a Company-wide team of senior management will provide the Founding
Companies with strategic oversight and guidance with respect to acquisitions,
credit, financing, marketing and operations. As part of this strategy, the
Company intends to foster a culture of cooperation and teamwork that emphasizes
dissemination of "best practices" among its local management teams. The Company
believes stock ownership and incentive compensation will help to align the
objectives of local management with those of the Company, and that a
decentralized management philosophy will result in better customer service by
allowing local management the flexibility to implement policies and make
decisions based on the needs of local customers.
THE FOUNDING COMPANIES
Unicapital acquired the Founding Companies in conjunction with the
consummation of the IPO by utilizing proceeds of the IPO and through the
issuance of its Common Stock.
COMPUTER AND TELECOMMUNICATIONS EQUIPMENT LEASING. Computer and
telecommunications equipment leasing includes lease financing for mainframe,
mid-range and personal computers, workstations, servers, telephone systems,
switches, networks, peripherals and related high-technology equipment. Companies
that specialize in computer and telecommunications equipment leasing must
understand customer usage patterns and equipment residual values, including
technological obsolescence issues.
JACOM COMPUTER SERVICES, INC. ("JACOM"). Founded in 1975, Jacom
provides lease financing for computer and telecommunications equipment to
large and middle market companies, including financial institutions,
throughout the United States. Leases originated by Jacom generally have an
average transaction size of approximately $81,000 and an average term of 36
months. Jacom funds purchases of the equipment underlying its leases
through borrowings and holds the leases for its own account or sells the
future lease payments to financial institutions. For the twelve months
ended December 31, 1997 and the three months ended March 31, 1998, Jacom
originated or acquired approximately $64.0 million and $26.8 million,
respectively, in direct financing and sales-type leases. At December 31,
1997 and at March 31, 1998, the carrying value of equipment under operating
leases was $13.3 million and $12.6 million, respectively. Jacom employs 49
persons and maintains an office in Northvale, New Jersey.
VARILEASE CORPORATION ("VARILEASE"). Founded in 1987, Varilease
provides lease financing for computer and telecommunications equipment to
Fortune 1000 companies and other businesses throughout the United States.
Upon origination of a lease, Varilease either sells the lease on a
non-recourse basis or retains the lease for its portfolio. Leases
originated by Varilease generally have an average transaction size of
approximately $600,000 and an average term of 36 months. For the twelve
months ended December 31, 1997 and the three months ended March 31, 1998,
Varilease originated or acquired $195.6 million and $40.8 million,
respectively, in direct financing and sales-type leases. At December 31,
1997 and at March 31, 1998, the carrying value of equipment under operating
leases was $22.5 million and $19.4 million, respectively. Varilease employs
79 persons and maintains 14 offices in the United States, including its
headquarters in Farmington Hills, Michigan, and one office in Canada.
LARGE TICKET LEASING AND STRUCTURED FINANCING. Large ticket leases are
typically for equipment with a purchase price in excess of $5.0 million, such as
aircraft, satellites, rail and other transportation equipment. Large ticket
leasing is characterized by fewer transactions involving greater amounts of
capital and lessees that require tailored structures and solutions to meet
particular needs.
CAUFF, LIPPMAN AVIATION, INC. ("CAUFF LIPPMAN"). Founded in 1981,
Cauff Lippman provides operating lease financing for used commercial jet
aircraft and jet aircraft engines, as well as brokering and advisory
services to domestic and foreign commercial airlines, aircraft lessors and
institutional investors and engages in the purchase and sale of aircraft
for its own account. Aircraft leases originated by Cauff Lippman generally
have an average transaction size of approximately $15.1 million and an
average term of 57 months, and aircraft engine leases have an average
transaction size of approximately $1.9 million and an average term of 84
months. Cauff Lippman participated in the sale, trading, brokerage and
financing of 37 aircraft and three aircraft engines during the year ended
December 31, 1997. At December 31, 1997 and at March 31, 1998, the carrying
value of equipment under operating leases was $23.3 million and $38.7
million, respectively. Cauff Lippman employs nine persons and maintains an
office in Miami, Florida.
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MUNICIPAL CAPITAL MARKETS GROUP, INC. ("MCMG"). Founded in 1989, MCMG
arranges structured financing, primarily for community-based mental health
/ mental retardation facilities and correctional facilities. MCMG is a
registered broker-dealer and places the bonds and leases that it arranges
primarily with institutional investors. Substantially all of MCMG's revenue
is derived from underwriting and advisory income. For the year ended
December 31, 1997, MCMG arranged approximately $155.3 million in municipal
leases and bonds for 40 lessees and borrowers. No municipal lease or bond
transactions were consummated during the three months ended March 31, 1998.
MCMG employs nine persons and maintains three offices, including its
headquarters in Dallas, Texas.
THE NSJ GROUP. ("NSJ"). Founded in 1989, NSJ provides lease financing
for used commercial jet aircraft and jet aircraft engines to domestic and
foreign commercial airlines and engages in the purchase and sale of
aircraft for its own account. NSJ also engages in remarketing activities on
behalf of airlines, financial institutions and other leasing companies. NSJ
arranges financing for each aircraft it purchases, and either sells the
lease to investors on a non-recourse basis or holds the lease in its
portfolio. Leases originated by NSJ have an initial term of 36 to 84
months. At December 31, 1997 and at March 31, 1998, the carrying value of
equipment under operating leases was $23.8 million and $23.4 million,
respectively. NSJ employs seven persons and maintains an office in Orlando,
Florida.
MIDDLE MARKET LEASING. Middle market leases generally include those leases
for equipment with a purchase price ranging from $250,000 to $5.0 million, such
as construction and manufacturing equipment. Middle market leasing is
characterized by lessees that are sensitive to both price and customer service
issues.
AMERICAN CAPITAL RESOURCES, INC. ("AMERICAN CAPITAL"). Founded in
1979, American Capital provides lease and secured financing for equipment,
primarily printing presses, to companies in the printing, packaging and
paper converting industries. Leases originated by American Capital are
direct financing leases, with an average transaction size of approximately
$733,000 and an average term of 81 months. American Capital either sells
the leases that it originates or borrows the required proceeds from various
funding sources on both a non-recourse and a limited recourse basis. For
the twelve months ended December 31, 1997 and the three months ended March
31, 1998, American Capital originated or acquired approximately $112.9
million and $30.6 million, respectively, in direct financing leases.
American Capital employs 27 persons and maintains three offices, including
its headquarters in Hackensack, New Jersey.
MATRIX FUNDING CORPORATION ("MATRIX"). Founded in 1978, Matrix
provides lease financing for a variety of equipment, primarily computer,
communication and electronic equipment, to companies throughout the United
States. Matrix originates the majority of its leases through its telesales
program. Upon origination, Matrix either sells the lease to a third party
on a non-recourse basis, or retains the lease for its portfolio. Leases
originated by Matrix generally have an average transaction size of
approximately $458,000 and an average term of 46 months. For the twelve
months ended December 31, 1997 and the three months ended March 31, 1998,
Matrix originated or acquired $53.0 million and $9.8 million, respectively,
in direct financing and sales-type leases. At December 31, 1997 and at
March 31, 1998, the carrying value of equipment under operating leases was
$1.1 million and $0.9 million, respectively. Matrix employs 53 persons and
maintains an office in Midvale, Utah.
THE WALDEN ASSET GROUP, INC. ("WALDEN"). Founded in 1991, Walden
provides lease financing for a variety of equipment, including
communications, computer and manufacturing equipment, to Fortune 500 and
other businesses throughout the United States. Lease transactions are
either held in Walden's portfolio or sold on a non-recourse basis. Leases
originated by Walden generally have an average transaction size of
approximately $500,000 and an average term of 36 months. For the twelve
months ended December 31, 1997 and the three months ended March 31, 1998,
Walden originated or acquired $82.8 million and $28.9 million,
respectively, in direct financing and sales-type leases. At December 31,
1997 and at March 31, 1998, the carrying value of equipment under operating
leases was $3.7 million and $7.4 million, respectively. Walden employs nine
persons and maintains four offices, including its headquarters in
Wellesley, Massachusetts.
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SMALL TICKET LEASING. Small ticket leases generally include those leases
for equipment with a purchase price of less than $250,000. Small ticket leasing
generally is a vendor-oriented business in which lessors depend on transaction
flow and streamlined administrative operations.
BOULDER CAPITAL GROUP, INC. ("BOULDER"). Founded in 1986, Boulder
provides lease financing for petroleum retail equipment, including car
washes, fuel dispensers and convenience store operating equipment, to
petroleum retail businesses. In addition, Boulder has recently commenced
providing financing for the acquisition of real property, including
buildings and underground fuel tanks, for petroleum retail locations.
Boulder originates leases directly with the owner of the petroleum retail
business, as well as through programs with petroleum companies, equipment
manufacturers and distributors. Upon origination, Boulder either retains
the lease for its portfolio or sells the lease on a limited recourse basis
while retaining the servicing responsibility. Leases originated by Boulder
generally have an average transaction size of approximately $108,000 and an
average term of 60 months. For the twelve months ended December 31, 1997
and the three months ended March 31, 1998, Boulder originated or acquired
$21.3 million and $5.8 million, respectively, in direct financing and
sales-type leases. At December 31, 1997 and at March 31, 1998, the carrying
value of equipment under operating leases was $0.6 million and $0.5
million, respectively. Boulder employs 24 persons and maintains an office
in Boulder, Colorado.
K. L. C., INC. ("KEYSTONE"). Founded in 1972, Keystone provides lease
financing for a variety of equipment, primarily tractor trailers,
embroidery machines and construction equipment, to companies throughout the
United States. Leases originated by Keystone generally have an average
transaction size of approximately $32,000 and an average term of
approximately 47 months. Upon origination, Keystone either retains the
lease for its portfolio or sells the lease to a third party, while
retaining the servicing responsibility. For the twelve months ended
December 31, 1997 and the three months ended March 31, 1998, Keystone
originated or acquired $43.0 million and $9.9 million, respectively, in
direct financing and sales-type leases. Keystone employs 36 persons and
maintains an office in West Hartford, Connecticut.
MERRIMAC FINANCIAL ASSOCIATES ("MERRIMAC"). Founded in 1984, Merrimac
provides equipment financing to operating companies engaged in the
coin-operated, vending, amusement and coffee service businesses. Merrimac
enters into leases with the operating companies and in most instances has a
recourse agreement with the equipment vendor in the event of default by the
lessee. Leases originated by Merrimac generally have an average transaction
size of approximately $10,000 and an average term of 24 months. For the
twelve months ended December 31, 1997 and the three months ended March 31,
1998, Merrimac originated or acquired $8.9 million and $2.2 million,
respectively, in direct financing and sales-type leases. Merrimac employs
six persons and maintains an office in Billerica, Massachusetts.
LEASE SERVICING. Lease servicing involves lease administration and
processing services, including lease accounting for both financial reporting and
federal income tax purposes, lien searches, UCC filings, asset tracking,
insurance tracking, preparation of sales, use and property tax returns,
invoicing and collections.
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P. Founded in 1993, PFSC
provides servicing and processing services to leasing companies. PFSC
currently services approximately 14,400 contracts for 14 customers. The
contract sizes range from under $10,000 to over $30 million. During 1997,
PFSC was the servicer for 14 securitization pools, including 12 pools for
which PFSC was the primary servicer. PFSC derives its revenue from
servicing fees, including set-up, monthly and conversion fees. For the year
ended December 31, 1997 and the three months ended March 31, 1998, PFSC had
total revenues of approximately $1.5 million and $0.4 million,
respectively. PFSC employs 51 persons and maintains an office in Portland,
Oregon. The Company intends to utilize PFSC to provide lease administration
and processing services for certain of the leases originated by the
Founding Companies or by entities that may hereafter be acquired by the
Company, as well as for any securitizations undertaken by the Company.
UniCapital has entered into an agreement with an unrelated third party to
negotiate a possible sale by UniCapital of all or a portion of PFSC's
existing business of servicing the portfolios of leasing companies other
than affiliates of UniCapital. No definitive agreement to sell such
business has been reached, nor have any of the material terms of such
agreement been determined. UniCapital believes that any such sale would not
adversely affect PFSC's capacity to service leases of the Founding
Companies or of any other entities that may hereafter be acquired by the
Company.
8
<PAGE> 10
RISK FACTORS
See "Risk Factors" for a discussion of certain risks that should be
considered in connection with an investment in the Common Stock offered hereby,
including, without limitation, risks related to: (i) the absence of a combined
operating history; (ii) the Company's acquisition strategy; (iii) the financing
of acquisitions; (iv) internal growth and operating strategies; (v) seasonality
and cyclicality, and fluctuations in quarterly operating results; (vi) weather;
(vii) competition; (viii) the valuations of the Founding Companies; (ix) the
amortization of intangible assets; (x) dependence upon key personnel; and (xi)
Year 2000 compliance.
THE MERGERS
Simultaneously with or immediately prior to the closing of the IPO, the
Company consummated the Founding Company Mergers pursuant to agreements that the
Company had entered into with the Founding Companies and their stockholders and
partners (the "Merger Agreements"). The aggregate consideration paid by the
Company upon consummation of the Founding Company Mergers was approximately
$584.9 million, consisting of 13,334,064 shares of Common Stock with an
estimated fair value of $253.3 million and $331.6 million in cash. In addition,
pursuant to earn-out arrangements provided for in the Merger Agreements, the
Company may make additional payments to the stockholders of the Founding
Companies (other than PFSC), in cash and Common Stock, based upon the adjusted
pre-tax income of the Founding Companies for the years ended December 31, 1998
and 1999 (and, in the case of Boulder, Cauff Lippman and NSJ, also for the year
ended December 31, 2000). In addition, the Company repaid indebtedness of Jacom
totaling $32.3 million incurred to fund an S Corporation distribution to the
stockholder of Jacom immediately prior to the Jacom Merger, indebtedness of
Merrimac totaling $2.8 million assumed in the Merrimac Merger and approximately
$110.0 million of certain recourse indebtedness of the Founding Companies
assumed by the Company in the Mergers. Following the consummation of the
Founding Company Mergers, the aggregate indebtedness of the Company was
approximately $339.6 million. The Merger Agreements contained covenants not to
compete (subject to certain exceptions) and required certain of the executive
officers of each of the Founding Companies to enter into Employment Agreements
with their respective Founding Companies and, in certain cases, UniCapital,
effective upon consummation of the Founding Company Mergers. See "Formation of
the Company," "Use of Proceeds," "Management's Discussion and Analysis of Pro
Forma Financial Condition and Pro Forma Results of Operations -- Liquidity and
Capital Resources," "Management -- Employment Agreements," "Certain
Relationships and Related Party Transactions," "Shares Eligible for Future Sale"
and the Unaudited Pro Forma Combined Financial Statements and the notes thereto
appearing elsewhere in this Prospectus.
9
<PAGE> 11
SUMMARY PRO FORMA COMBINED FINANCIAL DATA
UniCapital was established in October 1997 and acquired the Founding
Companies in conjunction with the consummation of the IPO. For financial
statement presentation purposes, UniCapital has been identified as the
"accounting acquiror." The following unaudited summary pro forma combined
financial data present data for the Company, adjusted to give effect to (i) the
consummation of the Founding Company Mergers, (ii) certain pro forma adjustments
to the historical financial statements described below and (iii) the
consummation of the IPO and the application of the net proceeds therefrom. The
summary pro forma data are not necessarily indicative of operating results or
the financial position that would have been achieved had the events described
above been consummated and should not be construed as representative of future
operating results or financial position. The summary pro forma combined
financial data should be read in conjunction with the Unaudited Pro Forma
Combined Financial Statements and the notes thereto and the historical financial
statements of the Founding Companies and the notes thereto included elsewhere in
this Prospectus. The Company anticipates that it will realize savings from the
combination of functions such as accounting and finance, treasury, insurance,
employee benefits, strategic marketing and legal support at the corporate level.
However, these savings cannot be quantified or reasonably estimated and
therefore have not been included in the Unaudited Pro Forma Combined Financial
Statements.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, -------------------------
1997 1997 1998
------------------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA (1):
Finance income from direct financing and sales-type
leases.................................................... $ 48,882 $ 11,341 $ 12,512
Rental income from operating leases......................... 55,432 11,444 12,803
Sales of equipment.......................................... 93,052 15,206 36,601
Gain on sale of leases...................................... 14,515 4,387 3,590
Fees, commissions and remarketing income.................... 20,273 2,109 4,830
Interest and other income................................... 6,295 1,111 1,788
----------- ----------- -----------
Total revenues............................................ 238,449 45,598 72,124
----------- ----------- -----------
Cost of operating leases.................................... 32,820 6,739 8,338
Cost of equipment sold...................................... 72,854 12,903 23,672
Interest expense............................................ 36,334 8,449 8,697
Selling, general and administrative (2)..................... 45,477 11,003 15,141
Goodwill amortization (3)................................... 12,196 3,049 3,049
----------- ----------- -----------
Total expenses............................................ 199,681 42,143 58,897
----------- ----------- -----------
Income from operations...................................... 38,768 3,455 13,227
Equity in income from minority owned affiliates............. 4,215 489 2,108
----------- ----------- -----------
Income before income taxes and extraordinary item........... 42,983 3,944 15,335
Provision for income taxes (4).............................. 20,968 2,657 6,986
----------- ----------- -----------
Net income before extraordinary item........................ $ 22,015 $ 1,287 $ 8,349
=========== =========== ===========
Net income per share before extraordinary item (basic and
diluted).................................................. $ .46 $ .03 $ .18
=========== =========== ===========
Shares used in computing pro forma net income per share
before extraordinary item (5)............................. 47,434,830 47,434,830 47,434,830
</TABLE>
<TABLE>
<CAPTION>
AS OF MARCH 31, 1998
-------------------------
PRO FORMA AS
COMBINED ADJUSTED (7)
---------- ------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA (6):
Cash and marketable securities.............................. $ 16,656 $ 32,150
Total assets................................................ 1,161,270 1,174,400
Debt........................................................ 452,347 339,568
Stockholders' equity........................................ 230,320 720,056
</TABLE>
10
<PAGE> 12
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED
1997 MARCH 31, 1998
------------ --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
OPERATING DATA:
Direct financing and sales-type leases acquired and
originated:
Number of leases.......................................... 4,280 1,224
Direct financing and sales-type leases.................... $581,401 $154,703
Finance income from direct financing and sales-type
leases................................................. $ 48,882 $ 12,512
Average balance of net investment in direct financing and
sales-type leases...................................... $413,520 $427,108
Average yield............................................. 11.82% 11.72%
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, MARCH 31,
1997 1998
------------ --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Direct financing and sales-type leases:
Number of leases.......................................... 6,612 6,918
Net investment in direct financing and sales-type
leases................................................. $419,323 $448,052
Credit quality statistics:
Gross lease receivables serviced and owned................ $536,428 $499,603
Delinquencies:
31-60 days............................................. $ 787 $ 703
61-90 days............................................. $ 356 $ 485
91 + days.............................................. $ 437 $ 685
Total delinquencies....................................... $ 1,580 $ 1,873
Net charge-offs for the periods ended:
Net investment in direct financing and sales-type leases
charged off............................................... $ 1,684 $ 301
Percent of the average balance of net investment in direct
financing and sales-type leases charged off............ 0.41% 0.28%
Operating lease data:
Carrying value of equipment under operating leases........ $ 88,234 $102,869
Number of leases.......................................... 1,268 1,329
Rental income from operating leases for the periods
ended.................................................. $ 55,432 $ 12,801
</TABLE>
- ---------------
(1) The pro forma combined statement of operations data assume that the
Founding Company Mergers and the IPO were consummated on January 1, 1997.
(2) Reflects an aggregate of approximately $14.5 million for the year ended
December 31, 1997 and $1.5 million and $2.6 million for the three months
ended March 31, 1997 and March 31, 1998, respectively, in pro forma
reductions in salaries, bonuses and benefits to the stockholders of the
Founding Companies to which they agreed in employment agreements entered
into upon consummation of the IPO (the "Compensation Differential") offset
by assumed public company costs, primarily increased salaries and
professional fees at UniCapital, of approximately $4.8 million for the year
ended December 31, 1997 and $1.2 million for the three months ended March
31, 1997 and 1998.
(3) Consists of amortization of the $470.2 million of goodwill to be recorded
as a result of the Founding Company Mergers over a 15 to 40 year period and
computed on the basis described in the Notes to the Unaudited Pro Forma
Combined Financial Statements.
(4) Assumes that all income is subject to a corporate income tax rate of 38%
and that all goodwill is non-deductible for tax purposes.
(5) Includes (i) 13,334,064 shares issued to stockholders of the Founding
Companies, (ii) 6,798,750 shares issued to the founders and initial
investors in UniCapital, (iii) 27,133,595 of the 28,000,000 shares sold in
the IPO to pay the cash portion of the Merger consideration, to repay
certain indebtedness of the Founding Companies and to pay certain expenses
of the IPO and (iv) 168,421 shares related to the dilution attributable to
options granted with an exercise price below the initial public offering
price, in accordance with the treasury stock method.
(6) Assumes that the Founding Company Mergers were consummated on March 31,
1998.
(7) Adjusted to reflect the sale of the 28,000,000 shares of Common Stock in
the IPO and the application of the estimated net proceeds therefrom.
11
<PAGE> 13
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should consider carefully the following
risk factors, in addition to the other information contained in this Prospectus,
in evaluating an investment in the shares of Common Stock offered hereby.
ABSENCE OF COMBINED OPERATING HISTORY
UniCapital was founded in October 1997 and has conducted operations since
May, 1998. The Company acquired the Founding Companies simultaneously with or,
in the case of PSFC, immediately prior to the consummation of the IPO. Prior to
their acquisition by the Company, the Founding Companies had been operating
independently and the Company may not be able to integrate these businesses
successfully on an economic basis. Until the Company establishes centralized
accounting, finance and other administrative systems, it will rely upon the
separate systems of the Founding Companies. The success of the Company will
depend, in part, upon the Company's ability to centralize these functions
effectively and otherwise integrate the Founding Companies and any additional
businesses the Company may acquire. The Company's management group has been
assembled only recently and the management control structure is still in its
formative stages. Management may not be able to oversee the combined entity
effectively or to implement effectively the Company's operating strategies. Any
failure by the Company to do so could have a material adverse effect on the
Company's business, financial condition and results of operations. The pro forma
combined financial results of the Company cover periods when UniCapital and the
Founding Companies were not under common control or management and may not be
indicative of the Company's future financial or operating results. See
"Formation of the Company," "Business -- The Founding Companies" and
"Management."
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
The Company intends to grow significantly through the acquisition of
equipment leasing and specialty finance businesses. This strategy will entail
reviewing and potentially reorganizing acquired business operations, corporate
infrastructure and systems and financial controls. Unforeseen expenses,
difficulties, complications and delays frequently encountered in connection with
the rapid expansion of operations could inhibit the Company's growth. The
Company may be unable to maintain or accelerate its growth or anticipate all of
the changing demands that expanding operations will impose on its management
personnel, operational and management information systems, and financial
systems. The Company may not be able to identify, acquire or manage profitably
additional businesses or to integrate successfully any acquired businesses into
the Company without substantial costs, delays or other operational or financial
difficulties. Any failure by the Company to do so could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Business -- Strategy."
RISKS RELATED TO ACQUISITION FINANCING
A significant portion of the Company's resources may be used for
acquisitions. The timing, size and success, if at all, of the Company's
acquisition efforts and any associated capital commitments cannot be readily
predicted. The Company currently intends to finance future acquisitions by using
shares of its Common Stock, cash or a combination of Common Stock and cash. If
the Common Stock does not maintain a sufficient market value, or if potential
acquisition candidates are otherwise unwilling to accept Common Stock as part or
all of the consideration for the sale of their businesses, the Company may be
required to utilize more of its cash resources, if available, in order to
initiate and maintain its acquisition program. Upon consummation of the IPO, the
Company had approximately $15.4 million of net proceeds which could be used for
future acquisitions after payment of the cash portion of the purchase price for
the Founding Companies, repayment of certain indebtedness and payment of the
expenses of the Offering. If the Company does not have sufficient cash
resources, its growth could be limited unless it is able to obtain additional
capital through debt or equity financings. The Company may be unable to obtain
additional financing on favorable terms, if at all. Any failure by the Company
to do so could have a material adverse effect on the Company's business,
financial condition and results of operations. To the extent the Company uses
Common Stock for all or a portion of the consideration to be paid for future
acquisitions, dilution may be experienced by existing stockholders. See
"Management's
12
<PAGE> 14
Discussion and Analysis of Pro Forma Financial Condition and Pro Forma Results
of Operations -- Liquidity and Capital Resources."
RISKS RELATED TO INTERNAL GROWTH AND OPERATING STRATEGIES
A key element of the Company's business strategy is to improve the
profitability of the Founding Companies and any subsequently acquired
businesses. The Company's ability to improve profitability will be affected by
various factors, including the Company's cost of, and ability to obtain,
capital, the Company's ability to achieve operating efficiencies, the level of
continued demand by businesses for lease financing, the Company's ability to
expand the range of products and services that it offers and the Company's
ability to enter new markets successfully. Many of these factors are beyond the
control of the Company, and the Company's strategies may not be successful or
the Company may be unable to generate cash flow adequate for its operations and
to support internal growth. A key component of the Company's strategy is to
operate on a decentralized basis, with local management retaining responsibility
for day-to-day operations, profitability and the growth of the business. In
addition, the Founding Companies are operating with management, sales and
support personnel that may be insufficient to support growth in their respective
businesses without significant central oversight and coordination. The loss of
the services of any such personnel could have a material adverse effect upon the
Company's business, financial condition and results of operations. If proper
overall business controls are not implemented, the Company's decentralized
operating strategy could result in inconsistent operating and financial
practices at the Founding Companies and subsequently acquired businesses, which
could materially and adversely affect the Company's overall profitability, and
ultimately its business, financial condition and results of operations. See
"Business -- Strategy."
DEPENDENCE ON SECURITIZATION TRANSACTIONS
The Company intends to sell a significant portion of the equipment leases
that it acquires and originates through the issuance of securities backed by
such leases in securitization transactions or through other structured finance
products. In a securitization transaction, the Company sells and transfers a
pool of leases to one or more wholly-owned, special purpose subsidiaries of the
Company. The special purpose subsidiary, either directly or through a trust,
issues beneficial interests in the leases in the form of senior and subordinated
securities and sells such securities through public offerings and private
placement transactions.
The Company anticipates that it will utilize securitizations for
refinancing of amounts outstanding under its warehouse loan facilities. Several
factors will affect the Company's ability to complete securitizations, including
conditions in the securities markets generally, conditions in the asset-backed
securities markets, the credit quality and performance of the Company's lease
portfolio, compliance of the Company's leases with the eligibility requirements
established in connection with the securitizations, the Company's ability to
obtain third-party credit enhancement, the ability of the Company to service
adequately its lease portfolio and the absence of any material downgrading or
withdrawal of ratings given to securities previously issued in the Company's
securitizations. Any substantial reduction in the availability of the
securitization market for the Company's leases or any adverse change in the
terms of such securitizations could have a material adverse effect on the
Company's business, financial condition and results of operations.
ABILITY TO SUSTAIN INCREASING VOLUME OF RECEIVABLES
The Company's ability to sustain continued growth is dependent on its
capacity to attract, evaluate, finance and service increasing volumes of leases
of suitable yield and credit quality. Accomplishing this on a cost-effective
basis is largely a function of the Company's ability to market its products
effectively, to manage the credit evaluation process to assure adequate
portfolio quality, to provide competent, attentive and efficient servicing, and
to maintain access to institutional financing sources to achieve an acceptable
cost of funds for its financing programs. Any failure by the Company to market
its products effectively, to maintain its portfolio quality, to service its
leases effectively or to obtain institutional financing at reasonable rates
would have a material adverse effect on the Company's business, financial
condition and results of operations. See "Management's Discussion and Analysis
of Pro Forma Financial Condition and Pro Forma Results of Operations --
13
<PAGE> 15
Liquidity and Capital Resources," "Business -- Credit and Collection Policies
and Procedures" and "Business -- Servicing, Collection and Administration."
NEED FOR ADDITIONAL CAPITAL
The Company anticipates that it will fund the majority of the leases that
it originates or acquires through loan facilities; currently, such facilities
are only in place at certain of the individual Founding Companies, with no such
facility in place at the Company-wide level. The Company has obtained a
commitment letter for, and is negotiating toward definitive agreements for, a
bank credit facility, which includes a loan facility to fund leases. There can
be no assurance that the bank credit facility will ultimately be obtained. The
failure of the Company to obtain a loan facility on terms acceptable to the
Company will, and the failure to gain an increase or a renewal of any such
facility once obtained could, have a material adverse effect on the Company's
business, financial condition and results of operations. If the terms of the
Company's loan facilities or the structure of its securitization transactions
are not appropriate in light of future market conditions, then the Company may
require additional capital to fund its operations. The Company also may require
additional capital to finance future acquisitions. No such additional capital
may be available, or if available such additional capital may not be provided on
terms acceptable to the Company. The failure to obtain such additional capital
when, as and if needed could have a material adverse effect on the Company's
business, financial condition and results of operations. See "-- Risks Related
to Acquisition Financing" and "Management's Discussion and Analysis of Pro Forma
Financial Condition and Pro Forma Results of Operations -- Liquidity and Capital
Resources."
INTEREST RATE RISKS
The Company's profitability is determined in part by the difference between
the Company's cost of funds and the yield obtained by the Company on its leases.
Leases underwritten by the Company generally are non-cancelable and require
payments to be made by the lessee for specified terms at fixed rates based on
interest rates prevailing in the market at the time the lease is approved. Until
the Company sells or securitizes the leases, the Company generally funds such
leases under warehouse loan facilities or from working capital. Should the
Company be unable to sell or securitize leases with fixed rates within a
reasonable period of time after funding, the Company's operating margins could
be adversely affected by any increase in interest rates. Moreover, increases in
interest rates which cause the Company to raise the implicit rate charged to its
customers could cause a reduction in demand for the Company's lease funding. The
Company may undertake to hedge against the risk of interest rate increases,
based on the size of its equipment lease portfolio. Such hedging activities
would limit the Company's ability to participate in the benefits of lower
interest rates with respect to the hedged portfolio of leases. In addition, the
Company's hedging activities may not protect it from interest rate-related risks
in all interest rate environments. Adverse developments resulting from changes
in interest rates or hedging transactions could have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Pro Forma Financial Condition and Pro
Forma Results of Operations -- Liquidity and Capital Resources."
DEPENDENCE ON CREDITWORTHINESS OF LESSEES
The Company acquires and originates equipment leases with a wide range of
purchase prices, many of which involve small and mid-size commercial businesses
located throughout the United States, or large cyclical businesses such as
airlines with operations in different regions around the world. Small business
leases and leases with highly cyclical businesses generally entail a greater
risk of non-performance and higher delinquencies and losses than leases entered
into with larger, more creditworthy lessees or lessees in less cyclical
businesses. The failure of the Company's lessees to comply with the terms of
their leases will result in the inability of such leases to qualify to serve as
collateral under the Company's warehouse facilities and securitization programs
and may have a material adverse effect on the Company's liquidity. Additionally,
delinquencies and defaults experienced in excess of levels estimated by
management in determining the Company's allowance for credit losses could have a
material adverse effect on the Company's ability to obtain financing and effect
securitization transactions which may, in turn, have a material adverse effect
on the Company's business, financial condition and results of
14
<PAGE> 16
operations. See "Management's Discussion and Analysis of Pro Forma Financial
Condition and Pro Forma Results of Operations -- Liquidity and Capital
Resources."
RISK OF ECONOMIC DOWNTURN
An economic downturn could result in a decline in the demand for some of
the types of equipment which the Company finances, which could lead to a decline
in originations of leases. Such a downturn could also adversely affect the
Company's ability to obtain capital to fund lease originations or to complete
securitizations. In addition, such a downturn could result in an increase in
delinquencies and defaults by lessees, which could have an adverse effect on the
Company's revenues as well as on its ability to sell or securitize leases.
Moreover, an economic downturn, either generally or within a specific industry,
could have a material adverse effect on the value of the equipment underlying
the leases, which could in turn affect the Company's ability to realize its
residual interest in such equipment. These results could have a material adverse
effect on the Company's business, financial condition and results of operations.
FLUCTUATIONS IN QUARTERLY RESULTS
The Company could experience fluctuations in quarterly operating results
due to a number of factors including, among others, the completion of a
securitization transaction in a particular calendar quarter (or the failure to
complete such a securitization transaction) and the interest rates on the
securities issued in connection with its securitization transactions, variations
in the volume of leases originated by the Company, differences between the
Company's cost of funds and the average implicit yield to the Company on its
leases prior to being securitized, the effectiveness of the Company's hedging
strategy, the degree to which the Company encounters competition in its markets
and general economic conditions. In addition, certain of the Founding Companies,
particularly those engaged in the lease and sale of aircraft, may experience
significant fluctuations due to the timing of sales of aircraft. Moreover, some
of the Founding Companies may from time to time experience relatively large
transactions for one or a few customers, which may not recur or may not be
followed by correspondingly large transactions for other customers in subsequent
periods. As a result of these fluctuations and the significant impact that the
timing of any securitization transactions may have on the Company's results of
operations, results for any one quarter should not be relied upon as being
indicative of performance in future quarters. See "Management's Discussion and
Analysis of Pro Forma Financial Condition and Pro Forma Results of Operations."
COMPETITION
The business of financing equipment is highly competitive. The Company
competes for customers with a number of national, regional and local equipment
leasing and finance companies. In addition, the Company's competitors include
those equipment manufacturers that finance the sale or lease of their products
themselves and other traditional types of financial services companies, such as
commercial banks and savings and loan associations, all of which provide
financing for the purchase of equipment. Many of the Company's competitors and
potential competitors possess substantially greater financial, marketing and
operational resources than the Company. The Company's competitors and potential
competitors include larger, more established companies which may have a lower
cost of funds than the Company and access to capital markets and to other
funding sources which may be unavailable to the Company. See "Business --
Competition."
RESIDUAL VALUE RISK
The Company retains a residual interest in the equipment covered by certain
of its leases. The estimated fair market value of the equipment at the end of
the contract term of the lease, if any, is reflected as an asset on the
Company's balance sheet. The Company's results of operations depend, to some
degree, upon its ability to realize such residual value. Realization of residual
values depends on many factors, several of which are not within the Company's
control, including general market conditions at the time of expiration of the
lease, whether there has been unusual wear and tear on, or use of, the
equipment, the cost of comparable new equipment, the extent, if any, to which
the equipment has become technologically or economically obsolete during the
contract term and the effects of any additional or amended government
regulations. If, upon the expiration of a lease, the Company
15
<PAGE> 17
sells the underlying equipment and the amount realized is less than the recorded
value of the residual interest in such equipment, a loss reflecting the
difference will be recognized. Any failure by the Company to realize aggregate
recorded residual values could have a material adverse effect on its financial
condition and results of operations. See "Management's Discussion and Analysis
of Pro Forma Financial Condition and Pro Forma Results of Operations" and
"Business -- Residual Interest in Equipment."
RISKS OF YEAR 2000 NONCOMPLIANCE
Computer programs that are "Year 2000 noncompliant" are incapable, in whole
or in part, of processing date data between periods before and periods after
January 1, 2000. Certain of the Founding Companies' computer programs are
currently partially year 2000 noncompliant. In particular, PFSC, a lease
portfolio servicing business and one of the Founding Companies, presently has
computer systems which do not interpret properly date data for the year 2000 and
beyond. PFSC has contracted with a consultant to modify its systems to interpret
properly date data, and PFSC and UniCapital expect to complete programs to
render all of the Company's computer systems year 2000 compliant by the end of
calendar 1998. The costs of such programs are not expected to be material, but
there can be no assurance that such conversion programs will be successful at
the expected cost or by the currently engaged vendors. The inability of
UniCapital's or the Founding Companies' computer systems to accept, store,
interpret or display dates for the year 2000 and beyond could materially impair
the ability of the Company to originate, service and sell leases. In addition,
the Company utilizes in its internal operations a number of computer software
programs, including programs used to manage the Company's financial and
accounting functions as well as in the Company's sales and marketing activities.
The inability of such programs to interpret properly date data for the year 2000
and beyond could have a material adverse effect on the Company's operations.
Failure by the Company to identify a year 2000 problem in its software products
or in any software program used in its operations could require modification or
replacement of such software.
AMORTIZATION OF INTANGIBLE ASSETS
Approximately $470.2 million, or 40.0%, of the Company's pro forma total
assets as of March 31, 1998, after giving effect to the IPO, consists of
goodwill arising from the acquisitions of the Founding Companies. Goodwill is an
intangible asset that represents the difference between the aggregate purchase
price for the net assets acquired and the amount of such purchase price
allocated to such assets for purposes of the Company's pro forma balance sheets.
The Company is required to amortize the goodwill from the Founding Company
Mergers (including goodwill associated with the payment of any earn-out
consideration) over a period of time, with the amount amortized in a particular
period constituting an expense that reduces the Company's net income for that
period. The amount amortized, however, will not give rise to a deduction for tax
purposes. In addition, the Company will be required to amortize the goodwill
from any future acquisitions for which the purchase method of accounting is
used. A reduction in net income resulting from the amortization of goodwill may
have an adverse impact upon the market price of the Company's Common Stock.
DEPENDENCE ON KEY PERSONNEL
The Company believes that its success will depend to a significant extent
upon the efforts and abilities of Robert New, its co-founder, Chairman and Chief
Executive Officer, the Company's other executive officers and, due to the
Company's decentralized operating strategy, senior management and sales
personnel of the Founding Companies. The Founding Companies will continue to
depend upon the retention of key sales personnel to maintain certain customer
relationships. The Company likely will depend upon the senior management and
sales personnel of any significant business it acquires in the future. If the
Company loses the services of one or more of these key employees before the
Company is able to attract and retain qualified replacement personnel, the
Company's business could be adversely affected. The Company does not intend to
maintain policies of "key man" life insurance on the lives of its key personnel.
See "Management."
CONFLICTS OF INTEREST
Bruce E. Kropschot, who serves as the Company's Vice Chairman -- Mergers &
Acquisitions, was founder and President of Kropschot Financial Services ("KFS"),
a merger and acquisition advisor to equipment leasing
16
<PAGE> 18
companies, through December 1997. KFS has provided financial advisory services
to three of the Founding Companies in connection with the Founding Company
Mergers, for which it has received fees. See "Certain Relationships and Related
Party Transactions -- Financial Advisory Service Fees." In connection with his
employment with UniCapital, Mr. Kropschot reached agreement with the two
managing directors of KFS pursuant to which Mr. Kropschot has redeemed his
entire equity interest in KFS in exchange for a note payable by the parent
company of KFS. Since KFS is a prominent merger and acquisition advisor to
equipment leasing companies, it is likely that KFS will be an advisor to future
candidates to be acquired by the Company.
Jonathan J. Ledecky, a director of the Company, is also a director of
Consolidation Capital Corporation, a company formed by Mr. Ledecky to pursue
consolidation opportunities in a variety of industries. Vincent Eades, a
director of the Company, is also a director of Consolidation Capital
Corporation. As a director of the Company and Consolidation Capital Corporation,
Mr. Ledecky and Mr. Eades each owes a duty of loyalty and a duty of care under
Delaware law to both companies. These duties obligate each such individual to
present certain business opportunities to the company to which he owes the
duties before pursuing such opportunities himself. Mr. Ledecky and Mr. Eades may
thus have conflicts of interest in determining to which of these entities, if
any, a particular relevant business opportunity should be presented. In
addition, Mr. Ledecky and John A. Quelch, each of whom is a director of both the
Company and U.S. Office Products Company, may each face similar conflicts of
interest between and or among their respective potentially conflicting duties
and obligations.
POTENTIAL INFLUENCE OF EXISTING STOCKHOLDERS
As of June 8, 1998, the Company's executive officers, directors and
five-percent stockholders beneficially owned an aggregate of approximately 12.8%
of the outstanding shares of Common Stock. The Company's officers, directors and
five-percent stockholders if acting together may be able to control the election
of directors and matters requiring the approval of the stockholders of the
Company. This concentration of ownership may also have the effect of delaying or
preventing a change in control of the Company. See "Principal Stockholders."
SHARES ELIGIBLE FOR FUTURE SALE
As of June 8, 1998, the Company had 48,132,814 shares of Common Stock
outstanding. The 28,000,000 shares sold in the IPO are freely tradeable without
restriction or further registration under the Securities Act, unless acquired by
an "affiliate" of the Company, as that term is defined in Rule 144 promulgated
under the Securities Act ("Rule 144"); shares held by affiliates will be subject
to resale limitations of Rule 144. All of the remaining 20,132,814 outstanding
shares of Common Stock are available for resale at various dates beginning 180
days after May 14, 1998, upon expiration of applicable lock-up agreements
described below and subject to compliance with Rule 144 under the Securities Act
as the holding provisions of Rule 144 are satisfied. 19,932,814 of such shares
are subject to certain lock-up agreements described below which expire 180 days
after May 14, 1998. Further, as of June 8, 1998, 3,564,723 shares of Common
Stock were issuable upon the exercise of stock options granted prior to or on
such date. The Company intends to file a registration statement on Form S-8 with
respect to the shares of Common Stock issuable upon exercise of such options. In
addition, the 25,000,000 shares of Common Stock offered by this Prospectus
generally will be freely tradeable after their issuance by persons not
affiliated with the Company, unless their resale is contractually restricted.
Sales of substantial amounts of Common Stock, or the perception that such
sales could occur, could adversely affect prevailing market prices of the Common
Stock. Each of the Company and the directors, executive officers and certain
other stockholders of the Company has agreed that, without the prior written
consent of Morgan Stanley & Co. Incorporated, it will not, during the period
ending 180 days after May 14, 1998, (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock
or (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, whether any such transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or such other securities, in cash or
otherwise.
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<PAGE> 19
NO PRIOR MARKET FOR THE COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE
The offering price for the Common Stock to be issued pursuant to this
Prospectus will be based upon the Company's closing stock price at a date
certain or the average closing stock price over a period of time determined by
negotiations between the Company and the owners of the companies to be acquired.
Any such negotiated price may bear no relationship to the price at which the
Common Stock will trade after each respective acquisition and an active trading
market may not be sustained subsequent to any future acquisition transactions.
In addition, the trading price of the Common Stock could be subject to
significant fluctuations in response to activities of the Company's competitors,
variations in quarterly operating results, changes in market conditions, adverse
developments that affect the industry in which the Company conducts business
(such as interest rate variations) and other events or factors. Moreover, the
stock market in the past has experienced significant price and value
fluctuations, which have not necessarily been related to corporate operating
performance. The volatility of the stock market could adversely affect the
market price of the Common Stock and the ability of the Company to raise equity
in the public markets.
DILUTION TO NEW INVESTORS
If the Company issues additional Common Stock in the future, including
shares which may be issued pursuant to earn-out arrangements, option grants and
future acquisitions, purchasers of Common Stock in the Offering may experience
further dilution in the net tangible book value per share of the Common Stock.
CERTAIN ANTITAKEOVER PROVISIONS
Certain provisions of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Bylaws and Delaware law
may make a change in the control of the Company more difficult to effect, even
if a change in control were in the stockholders' interest. Pursuant to the
Certificate of Incorporation and Bylaws, the Board of Directors is divided into
three classes of directors elected for staggered three-year terms. In addition,
the Company is subject to the anti-takeover provisions of Section 203 of the
Delaware General Corporation Law, which prohibit the Company from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
"interested stockholder," unless the business combination is approved in a
prescribed manner. See "Description of Capital Stock -- Certain Provisions of
Delaware Law and the Company's Certificate of Incorporation and Bylaws."
Pursuant to the Company's Certificate of Incorporation, the Board of
Directors of the Company may issue shares of Preferred Stock of the Company,
without stockholder approval, on such terms as the Board of Directors may
determine. The rights of the holders of Common Stock will be subject to, and may
be adversely affected by, the rights of the holders of any Preferred Stock that
may be issued in the future. Moreover, although the ability to issue Preferred
Stock may provide flexibility in connection with possible acquisitions and other
corporate purposes, such issuances may make it more difficult for a third party
to acquire, or may discourage a third party from acquiring, stock of the
Company. The Company has no current plans to issue any shares of Preferred
Stock. See "Description of Capital Stock -- Preferred Stock."
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<PAGE> 20
FORMATION OF THE COMPANY
UNICAPITAL
UniCapital was incorporated in Delaware in October 1997 as a holding
company to acquire and operate equipment leasing and specialty finance
businesses serving the commercial market. As of March 31, 1998, UniCapital had
issued 6,798,750 shares of Common Stock for cash or notes to its co-founders,
management and certain other investors, including 2,115,000 shares to Robert
New, its co-founder, Chairman and Chief Executive Officer, 200,000 shares to
Theodore J. Rogenski, Chief Operating Officer, 470,000 shares to Bruce E.
Kropschot, Vice Chairman -- Mergers & Acquisitions, 412,500 shares to Martin
Kalb, Executive Vice President and General Counsel, or to entities over which
Mr. Kalb has control, 190,000 shares to Jonathan New, Chief Financial Officer,
315,000 shares to Steven E. Hirsch, Executive Vice President -- Structured
Finance, and 2,115,000 shares to Jonathan J. Ledecky, its co-founder and a
director of the Company. Subsequent to the Mergers and the IPO, the co-founders
of UniCapital own beneficially in the aggregate approximately 8.8% of the
outstanding Common Stock of the Company. See "Certain Relationships and Related
Party Transactions -- Organization of UniCapital."
THE MERGERS
Simultaneously with the consummation of the IPO, UniCapital acquired in 12
separate transactions all of the issued and outstanding capital stock and
partnership interests of each of the Founding Companies for an aggregate
consideration of $584.9 million, which consisted of: (i) $331.6 million in cash
paid to the stockholders of the Founding Companies; and (ii) 13,334,064 shares
of Common Stock, with an estimated fair value of $253.3 million, issued to the
stockholders of the Founding Companies. In addition, the Company may make
additional payments to the stockholders of the Founding Companies (other than
PFSC), in cash and Common Stock, based upon increases in the adjusted pre-tax
income of the Founding Companies (i.e., the amount by which each Founding
Company's pre-tax income exceeds such Founding Company's pre-tax income,
adjusted to reflect the differential expenses expected to be realized when
operated in a manner consistent with that of a public company, for the prior
year) for the years ended December 31, 1998 and 1999 (and, in the case of
Boulder, Cauff Lippman and NSJ, also for the year ended December 31, 2000). In
addition, the Company repaid indebtedness of Jacom totaling $32.3 million
incurred to fund an S Corporation distribution to the stockholder of Jacom
immediately prior to the Jacom Merger, indebtedness of Merrimac totaling $2.8
million assumed in the Merrimac Merger and approximately $110.0 million of
certain recourse indebtedness of the Founding Companies assumed by the Company
in the Founding Company Mergers. Following the consummation of the Founding
Company Mergers, the aggregate indebtedness of the Company was approximately
$339.6 million. The purchase price for each Founding Company was determined
based on negotiations between UniCapital and that Founding Company. The factors
considered by the parties in determining the purchase price included, among
other factors, cash flows, historical operating results, growth rates and
business prospects of the Founding Companies. With the exception of the
consideration to be paid to the stockholders of each of the Founding Companies,
including the earn-out arrangements, the acquisition of each Founding Company is
subject to substantially the same terms and conditions as those to which the
acquisition of each other Founding Company is subject.
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<PAGE> 21
The following table contains information concerning the aggregate cash paid
and Common Stock issued in connection with the Founding Company Mergers:
<TABLE>
<CAPTION>
SHARES OF VALUE OF SHARES TOTAL
FOUNDING COMPANY CASH COMMON STOCK OF COMMON STOCK CONSIDERATION
---------------- ---- ------------ --------------- -------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
American Capital..................... $ 20.4 1,071,053 $ 20.3 $ 40.7
Boulder.............................. 7.1 371,053 7.0 14.1
Cauff Lippman........................ 48.0 1,684,210 32.0 80.0
Jacom................................ 128.0(1) 3,368,368 64.0 192.0
Keystone............................. 27.9 1,468,421 27.9 55.8
Matrix............................... 19.4 1,035,811 19.7 39.1
Merrimac............................. --(2) 178,750 3.4 3.4
MCMG................................. 7.0 370,657 7.0 14.0
NSJ.................................. 16.0 561,979 10.7 26.7
PFSC................................. -- 184,210 3.5 3.5
Varilease............................ 36.8 1,934,368 36.8 73.6
Walden............................... 21.0 1,105,184 21.0 42.0
------ ---------- ------ ------
Total.............................. $331.6 13,334,064 $253.3 $584.9
====== ========== ====== ======
</TABLE>
- ---------------
(1) Does not include $32.3 million of indebtedness incurred to fund an S
Corporation distribution to the stockholder of Jacom immediately prior to
the Jacom Merger, which indebtedness was repaid by the Company upon
consummation of the Jacom Merger from a portion of the net proceeds of the
IPO.
(2) Does not include $2.8 million in indebtedness assumed by the Company in the
Merrimac Merger, which indebtedness was repaid by the Company upon
consummation of the Merrimac Merger from a portion of the net proceeds of
the IPO.
The consummation of each Merger Agreement was contingent upon the
consummation of the IPO and the satisfaction of customary closing conditions.
The Merger Agreements provided that options to purchase a number of shares of
Common Stock, equal to 6.25% of the Merger consideration received (which
includes the cash and Common Stock portion of the Merger consideration), based
on the initial public offering price, were to be made available to employees of
the Founding Companies. The options have an exercise price equal to $19.00 per
share, with respect to options granted as of the consummation of the IPO, and
the fair market value as of the date of grant, with respect to options granted
thereafter, and will vest ratably over a four-year period, beginning on the
anniversary of the date of the grant. The Merger Agreements further provided
that the stockholders of the Founding Companies would indemnify UniCapital from
certain liabilities that may arise in connection with the Mergers. A portion of
the consideration payable to the stockholders of each of the Founding Companies
was escrowed for a period of twelve months from the consummation of the IPO, as
security for the stockholders' indemnification obligations. The Merger
Agreements provided that the stockholders of the Founding Companies covenant not
to compete with the Company and its affiliates for a period of two years from
the date of the Merger. Each of the Merger Agreements provided that UniCapital
and certain key employees of each of the Founding Companies would enter into
employment agreements.
AMERICAN CAPITAL
UniCapital acquired all of the outstanding stock of American Capital for:
(i) $20.4 million in cash and (ii) 1,071,053 shares of Common Stock. In
addition, UniCapital will pay additional consideration, 50% in cash and 50% in
Common Stock, equal to (i) 50% of any increase in American Capital's adjusted
pre-tax income for the year ended December 31, 1998 over the year ended December
31, 1997 and (ii) 50% of any increase in American Capital's adjusted pre-tax
income for the year ended December 31, 1999 over the adjusted pre-tax income for
the year ended December 31, 1998 (unless adjusted pre-tax income for the year
ended December 31, 1998 is less than for the year ended December 31, 1997, in
which case the baseline for comparison will be the year ended December 31,
1997). Each of Michael Pandolfelli, the President of American Capital, and
Gerald P. Ennella, the Executive Vice President of American Capital,
respectively, entered into a two-year employment
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<PAGE> 22
agreement with the subsidiary of the Company that operates the American Capital
business after the Merger and a two-year, post-employment covenant not to
compete with the Company.
BOULDER
UniCapital acquired all of the outstanding stock of Boulder for: (i) $7.1
million in cash and (ii) 371,053 shares of Common Stock; provided, that for
every $1.00 by which the adjusted pre-tax income of Boulder for the year ended
December 31, 1998 is less than the adjusted pre-tax income for the year ended
December 31, 1997, the stockholders of Boulder will repay to UniCapital $6.00,
in Common Stock valued at the initial public offering price per share, up to a
maximum of $3.6 million. In addition, UniCapital will pay additional
consideration, 50% in cash and 50% in Common Stock, equal to (i) 50% of any
increase in Boulder's adjusted pre-tax income for the year ended December 31,
1998 over the year ended December 31, 1997; and (ii) 50% of any increase in
Boulder's adjusted pre-tax income for the year ended December 31, 1999 over the
adjusted pre-tax income for the year ended December 31, 1998 (unless adjusted
pre-tax income for the year ended December 31, 1998 is less than for the year
ended December 31, 1997, in which case the baseline for comparison will be the
year ended December 31, 1997). In addition, as part of the Boulder Merger,
UniCapital will acquire Boulder's interest in certain new vendor programs and a
real estate venture and will pay additional consideration, 50% in cash and 50%
in Common Stock, equal to (i) the pre-tax income of Boulder attributable to such
new vendor programs and Boulder's interest in the real estate venture for each
of the years ending December 31, 1998, 1999 and 2000 and (ii) three times
Boulder's interest in the average pre-tax income of the real estate venture for
the years ending December 31, 1998, 1999 and 2000. Roy Burger, the President of
Boulder, entered into a two-year employment agreement with the subsidiary of the
Company that operates the Boulder business after the Merger and a two-year,
post-employment covenant not to compete with the Company.
CAUFF LIPPMAN
UniCapital acquired all of the outstanding stock of Cauff Lippman for: (i)
$48.0 million in cash and (ii) 1,684,210 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 60% in cash and 40% in Common
Stock, of up to $40.0 million based on the adjusted pre-tax income of the "Big
Ticket Leasing Division" (defined as Cauff Lippman and NSJ for the period from
January 1, 1998 through the date of consummation of the Mergers, and thereafter
as Cauff Lippman, NSJ and other operating subsidiaries of the Company that
conduct the business conducted by Cauff Lippman and NSJ prior to the
consummation of the Mergers) for the years ended December 31, 1998, 1999 and
2000. The Merger Agreement provides for such additional consideration to be paid
in three possible payments: (i) $13.3 million if the adjusted pre-tax income of
the Big Ticket Leasing Division for the year ended December 31, 1998 exceeds
$19.0 million; (ii) an additional $13.3 million if the adjusted pre-tax income
of the Big Ticket Leasing Division for the year ended December 31, 1999, plus
the excess of the adjusted pre-tax income of the Big Ticket Leasing Division for
the year ended December 31, 1998 over $26.7 million, exceeds $19.0 million; and
(iii) a third $13.3 million if the adjusted pre-tax income of the Big Ticket
Leasing Division for the year ended December 31, 2000, plus the excess of the
adjusted pre-tax income of the Big Ticket Leasing Division for the year ended
December 31, 1999 over $26.7 million, exceeds $19.0 million; provided, that if
the aggregate amount paid under clauses (i) and (ii) is less than $26.7 million
and if the aggregate adjusted pre-tax income of the Big Ticket Leasing Division
for the three years ended December 31, 2000 equals or exceeds $56.9 million,
then the payment under clause (iii) will equal $40.0 million minus the amounts
paid under clauses (i) and (ii). Stuart Cauff, the President of Cauff Lippman
will became the President and CEO of UniCapital's Big Ticket Leasing Division
and will entered into a three-year employment agreement with the Company and a
subsidiary of the Company that operates the Cauff Lippman business after the
Merger and a two-year, post-employment covenant not to compete with the Company
(subject to certain limited exceptions). Wayne Lippman, the Vice-President of
Cauff Lippman became the Executive Vice President of UniCapital's Big Ticket
Leasing Division and entered into a three-year employment agreement with the
Company and a subsidiary of the Company that operates the Cauff Lippman business
after the Merger and a two-year, post-employment covenant not to compete with
the Company (subject to certain limited exceptions). The employment agreements
of Messrs. Cauff and Lippman provided that for each $30.0 million in cumulative
adjusted pre-tax income of the Big Ticket Leasing Division during the period
beginning January 1, 1998 and ending December 31, 2001, each of Messrs. Cauff
and Lippman will be granted options to purchase
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<PAGE> 23
125,000 shares of Common Stock, up to a maximum of 500,000 shares to each. Such
options will be granted at the fair market value on the date of grant of each
installment, if any, and will be immediately exercisable.
In addition to Cauff Lippman, Messrs. Cauff and Lippman are involved in
other entities with interests in the aircraft leasing business which are not
part of Cauff Lippman and are not being acquired in the Merger. In connection
with the Merger Agreement, however, Messrs. Cauff and Lippman have granted the
Company the option to purchase their interests in some or all of such entities,
for the following purchase prices: (i) Jumbo Jet Leasing LP and Jumbo Jet,
Inc. -- $1.0 million: (ii) CL Aircraft Marketing LP and CL Aircraft Marketing,
Inc. -- $4.0 million; (iii) Twin Jet Leasing, Inc and Aircraft 49402,
Inc. -- $100,000; and (iv) CL Aircraft XXV, Inc. -- $100,000. An additional
option may be granted to acquire Aircraft 46941, Inc. for a nominal purchase
price, if such entity is not a subsidiary of Cauff Lippman upon consummation of
the Merger. Each option is exercisable until May 20, 1999. Certain third party
lenders which are participants in some of these entities, must consent to the
transfer of any equity interest in such entities. Such consents may not be
obtained. In addition, under the terms of their agreement with Chase Manhattan
Bank, Messrs. Cauff and Lippman and any entities controlled by them are
prohibited from engaging in any transaction involving Boeing 747-100 and -200
series aircraft without the approval of Chase Manhattan Bank.
JACOM
UniCapital acquired all of the outstanding stock of Jacom for: (i) $128.0
million in cash and (ii) 3,368,368 shares of Common Stock. Immediately prior to
the Merger, Jacom made a distribution to its stockholder in the amount of $32.3
million, which distribution was funded from borrowings repaid by UniCapital upon
consummation of the Merger. In addition, UniCapital will pay additional
consideration, 50% in cash and 50% in Common Stock, equal to (i) 50% of any
increase in Jacom's adjusted pre-tax income for the year ended December 31, 1998
over the year ended December 31, 1997 and (ii) 50% of any increase in Jacom's
adjusted pre-tax income for the year ended December 31, 1999 over the adjusted
pre-tax income for the year ended December 31, 1998 (unless adjusted pre-tax
income for the year ended December 31, 1998 is less than for the year ended
December 31, 1997, in which case the baseline for comparison will be the year
ended December 31, 1997). John Alfano, the President of Jacom, became the
Company's National Marketing Director and entered into a two-year employment
agreement with the subsidiary of the Company that operates the Jacom business
after the Merger and a two-year, post-employment covenant not to compete with
the Company. In addition, the Company entered into a consulting agreement with a
corporation, the sole stockholder of which is Robert Seaman, pursuant to which
Mr. Seaman's corporation continues to provide such consulting services to Jacom,
and renders additional consulting services to the Company in pursuing merger and
acquisition activities and strategic alliances.
KEYSTONE
UniCapital acquired all of the outstanding stock of Keystone for: (i) $27.9
million in cash and (ii) 1,468,421 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Keystone's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in Keystone's adjusted pre-tax income for the year
ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Each of Alan
Kaufman and Edgar Lee, the President and Executive Vice President of Keystone,
respectively, entered into a two-year employment agreement with the subsidiary
of the Company that operates the Keystone business after the Merger and a
two-year, post-employment covenant not to compete with the Company.
MATRIX
UniCapital acquired all of the outstanding stock of Matrix for: (i) $19.4
million in cash and (ii) 1,035,811 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Matrix's adjusted pre-tax income for
the year ended December 31, 1998 over the year ended December 31, 1997 and (ii)
50% of any increase in Matrix's adjusted
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<PAGE> 24
pre-tax income for the year ended December 31, 1999 over the adjusted pre-tax
income for the year ended December 31, 1998 (unless adjusted pre-tax income for
the year ended December 31, 1998 is less than for the year ended December 31,
1997, in which case the baseline for comparison will be the year ended December
31, 1997). Prior to the consummation of the Merger, Matrix distributed
approximately $3.0 million to its stockholders, through a redemption of a
portion of Matrix's outstanding stock. Each of Richard Emery, J. Robert
Bonnemort and David A. DiCesaris, the President, Executive Vice President and
Vice President -- Sales of Matrix, respectively, entered into a two-year
employment agreement with the subsidiary of the Company that operates the Matrix
business after the Merger and a two-year, post-employment covenant not to
compete with the Company.
MERRIMAC
UniCapital acquired all of the partnership interests in Merrimac for
178,750 shares of Common Stock. In addition, UniCapital will satisfy $2.8
million in debt assumed in the Merrimac Merger. In addition, UniCapital will pay
additional consideration in Common Stock equal to (i) 50% of any increase in
Merrimac's adjusted pre-tax income for the year ended December 31, 1998 over the
year ended December 31, 1997 and (ii) 50% of any increase in Merrimac's adjusted
pre-tax income for the year ended December 31, 1999 over the adjusted pre-tax
income for the year ended December 31, 1998 (unless adjusted pre-tax income for
the year ended December 31, 1998 is less than for the year ended December 31,
1997, in which case the baseline for comparison will be the year ended December
31, 1997). Mark Cignoli, the General Manager of Merrimac, entered into a
two-year employment agreement with the subsidiary of the Company that operates
the Merrimac business after the Merger and a two-year, post-employment covenant
not to compete with the Company.
MCMG
UniCapital acquired all of the outstanding stock of MCMG for: (i) $7.0
million in cash and (ii) 370,657 shares of Common Stock. In addition, UniCapital
will pay additional consideration, 50% in cash and 50% in Common Stock, equal to
(i) 50% of any increase in MCMG's adjusted pre-tax income for the year ended
December 31, 1998 over the year ended December 31, 1997 and (ii) 50% of any
increase in MCMG's adjusted pre-tax income for the year ended December 31, 1999
over the adjusted pre-tax income for the year ended December 31, 1998 (unless
adjusted pre-tax income for the year ended December 31, 1998 is less than for
the year ended December 31, 1997, in which case the baseline for comparison will
be the year ended December 31, 1997). Each of Fred R. Cornwall, Michael W.
Harling and James E. Craft, the President, Executive Vice President and Senior
Vice President of MCMG, respectively, entered into a two-year employment
agreement with the subsidiary of the Company that operates the MCMG business
after the Merger and a two-year, post-employment covenant not to compete with
the Company.
NSJ
UniCapital acquired all of the outstanding stock of NSJ for: (i) $16.0
million in cash and (ii) 561,979 shares of Common Stock. In addition, UniCapital
will pay additional consideration, 60% in cash and 40% in Common Stock, of up to
$13.5 million based on the adjusted pre-tax income of the "Big Ticket Leasing
Division" (as defined in the Cauff Lippman and NSJ Merger Agreements) for the
years ended December 31, 1998, 1999 and 2000. The Merger Agreement provides for
such additional consideration to be paid in three possible payments: (i) $4.4
million if the adjusted pre-tax income of the Big Ticket Leasing Division for
the year ended December 31, 1998 exceeds $19.0 million; (ii) an additional $4.4
million if the adjusted pre-tax income of the Big Ticket Leasing Division for
the year ended December 31, 1999, plus the excess of the adjusted pre-tax income
of the Big Ticket Leasing Division for the year ended December 31, 1998 over
$26.7 million, exceeds $19.0 million; and (iii) a third $4.4 million if the
adjusted pre-tax income of the Big Ticket Leasing Division for the year ended
December 31, 2000, plus the excess of the adjusted pre-tax income of the Big
Ticket Leasing Division for the year ended December 31, 1999 over $26.7 million,
exceeds $19.0 million; provided, that if the aggregate amount paid under clauses
(i) and (ii) is less than $8.9 million and if the aggregate adjusted pre-tax
income of the Big Ticket Leasing Division for the three years ended December 31,
2000 equals or exceeds $56.9 million, then the payment under clause (iii) will
equal $13.3 million minus the amounts paid under clauses (i) and (ii). Each of
Jeptha Thornton, Samuel Thornton and Richard Giles, the President, Vice
President and Executive Vice President and General Counsel of NSJ, respectively,
entered into a three-year employment agreement with
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<PAGE> 25
the subsidiary of the Company that operates the NSJ business after the Merger
and a two-year, post-employment covenant not to compete with the Company.
PFSC
UniCapital acquired all of the partnership interests in PFSC for 184,210
shares of Common Stock. Each of Jerry Hudspeth and Chris Kane, the Managing
Director and Vice President -- Information Technology of PFSC, respectively,
entered into a two-year employment agreement with the subsidiary of the Company
that operates the PFSC business after the Merger and a two-year, post-employment
covenant not to compete with the Company.
VARILEASE
UniCapital acquired all of the outstanding stock of Varilease for: (i)
$36.8 million in cash and (ii) 1,934,368 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Varilease's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in Varilease's adjusted pre-tax income for the year
ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Robert
VanHellemont, the President of Varilease, and Gary Miller, the Chief Financial
Officer of Varilease, each entered into a two-year employment agreement with the
subsidiary of the Company that operates the Varilease business after the Merger
and a two-year, post-employment covenant not to compete with the Company.
In connection with the Merger Agreement, Mr. VanHellemont has granted the
Company an option to purchase his equity interest in two entities, Worldwide
Maintenance Corp. ("Worldwide"), an entity that provides maintenance and related
services for computer and related equipment and Summa Leasing, Inc. ("Summa"), a
provider of vendor financing having total assets of approximately $1.0 million.
The Company has the option to purchase Worldwide for $1,000,000 plus the amount,
if any, owed to Mr. VanHellemont by Worldwide. The option is exercisable until
the date that is twelve months following the consummation of the IPO. The
Company has the option to purchase Mr. VanHellemont's equity interest in Summa
for an amount in cash equal to the fair market value of Mr. VanHellemont's
equity interest, as agreed upon by the parties at the time of purchase. The
option is exercisable until May 20, 2000. The Company has made no determination
as to whether it wishes to enter the businesses conducted by Worldwide and/or
Summa.
WALDEN
UniCapital acquired all of the outstanding stock of Walden for: (i) $21.0
million in cash and (ii) 1,105,184 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Walden's adjusted pre-tax income for
the year ended December 31, 1998 over the year ended December 31, 1997 and (ii)
50% of any increase in Walden's adjusted pre-tax income for the year ended
December 31, 1999 over the adjusted pre-tax income for the year ended December
31, 1998 (unless adjusted pre-tax income for the year ended December 31, 1998 is
less than for the year ended December 31, 1997, in which case the baseline for
comparison will be the year ended December 31, 1997). Each of David Burmon,
Richard Albertelli and Robert Kopp, the President and Executive Vice Presidents,
of Walden, respectively, entered into a two-year employment agreement with the
subsidiary of the Company that operates the Walden business after the Merger and
a two-year, post-employment covenant not to compete with the Company.
24
<PAGE> 26
PRICE RANGE OF COMMON STOCK
The Company's Common Stock has been traded on the New York Stock Exchange
since May 15, 1998. On June 8, 1998, the last sale price of the Common Stock was
$16.00 per share. As of June 8, 1998, there were approximately 60 holders of
record of the Company's Common Stock. The Common Stock has traded at prices
ranging from $14.1875 to $19.625 during the period from May 15, 1998 to June 8,
1998.
DIVIDEND POLICY
The Company does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future because it intends to retain its earnings, if
any, to finance the expansion of its business and for general corporate
purposes. Any payment of future dividends will be at the discretion of the Board
of Directors and will depend upon, among other factors, the Company's earnings,
financial condition, capital requirements, level of indebtedness, contractual
restrictions with respect to the payment of dividends and other considerations
that the Company's Board of Directors deems relevant.
25
<PAGE> 27
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
March 31, 1998, on a pro forma combined basis (i) to reflect the consummation of
the Founding Company Mergers and the issuance of 13,334,064 shares of Common
Stock in connection therewith, and (ii) as adjusted to give effect to the sale
of 28,000,000 shares of Common Stock offered in the IPO at the price of $19.00
per share and the application of the estimated net proceeds therefrom. See "Use
of Proceeds." This table should be read in conjunction with the Unaudited Pro
Forma Combined Financial Statements and the notes thereto included elsewhere in
this Prospectus.
<TABLE>
<CAPTION>
AS OF MARCH 31, 1998
--------------------------
PRO FORMA
COMBINED AS ADJUSTED(1)
--------- --------------
(IN THOUSANDS)
<S> <C> <C>
Total debt.................................................. $452,347 $ 339,568
Stockholders' equity:
Common stock, $.001 par value per share, 100,000,000 shares
authorized, 20,132,814 shares issued and outstanding pro
forma, 48,132,814 shares issued and outstanding pro forma
as adjusted............................................... 20 48
Preferred stock, $.001 par value per share, 10,000,000
shares authorized, 0 shares issued and outstanding........ -- --
Additional paid-in capital.................................. 253,711 743,419
Stock subscription notes receivable......................... (3,959) (3,959)
Retained earnings........................................... (19,452) (19,452)
-------- ----------
Total stockholders' equity.................................. 230,320 720,056
-------- ----------
Total capitalization........................................ $682,667 $1,059,624
======== ==========
</TABLE>
- ---------------
(1) Does not include 3,564,723 shares issuable upon the exercise of options to
be granted prior to or upon effectiveness of the Registration Statement
filed in connection with the IPO. If all such options were exercised, then
the total number of shares of Common Stock that would be outstanding
immediately after the IPO would have been 51,697,537 shares. Options to be
granted prior to or upon the effectiveness of the Registration Statement
include 1,388,000 options that will be immediately exercisable; the balance
vest in future periods beginning one year after the date of grant. More
specifically, does not include: (i) shares which may be issued to the
stockholders of the Founding Companies, other than PFSC, pursuant to
earn-out arrangements to be calculated with reference to the performance of
those Founding Companies through December 31, 1999 (and, in the case of
Boulder, Cauff Lippman and NSJ, through December 31, 2000); (ii) shares of
Common Stock equal to 15% of the shares of Common Stock outstanding from
time to time that are reserved for issuance under the Company's 1998
Long-Term Incentive Plan, of which options to purchase 3,241,723 shares of
Common Stock (including options to purchase 500,000 shares were granted to
Robert New, the Company's Chairman and Chief Executive Officer, and options
to purchase 500,000 shares were granted to Jonathan J. Ledecky, a director
of the Company) were granted upon the effectiveness of the Registration
Statement at an exercise price equal to the initial public offering price
per share; (iii) 500,000 shares of Common Stock reserved for issuance under
the Company's 1998 Non-Employee Directors' Stock Plan, of which options to
purchase 63,000 shares of Common Stock were granted upon the effectiveness
of the Registration Statement at an exercise price equal to the initial
public offering price per share; (iv) 500,000 shares reserved for issuance
under the Company's 1997 Executive Non-Qualified Stock Option Plan, of which
options to purchase 200,000 shares of Common Stock were granted at an
exercise price of $3.00 per share and options to purchase 60,000 shares of
Common Stock were granted upon the effectiveness of the Registration
Statement at an exercise price equal to the initial public offering price
per share; and (v) 2,000,000 shares of Common Stock reserved for issuance
under the Company's 1998 Employee Stock Purchase Plan. See "Formation of the
Company -- The Mergers," "Management -- 1997 Executive Non-Qualified Stock
Option Plan," "-- 1998 Long-Term Incentive Plan" "-- 1998 Non-Employee
Directors' Stock Plan" and "-- 1998 Employee Stock Purchase Plan" and
"Principal Stockholders."
26
<PAGE> 28
SELECTED PRO FORMA COMBINED FINANCIAL DATA
UniCapital was established in October 1997 and acquired the Founding
Companies simultaneously with the consummation of the IPO. For financial
statement presentation purposes, UniCapital has been identified as the
"accounting acquiror." The following unaudited summary pro forma combined
financial data present data for the Company, adjusted to give effect to (i) the
consummation of the Founding Company Mergers, (ii) certain pro forma adjustments
to the historical financial statements described below and (iii) the
consummation of the IPO and the application of the net proceeds therefrom. The
summary pro forma data are not necessarily indicative of operating results or
the financial position that would have been achieved had the events described
above been consummated and should not be construed as representative of future
operating results or financial position. The summary pro forma combined
financial data should be read in conjunction with the Unaudited Pro Forma
Combined Financial Statements and the notes thereto and the historical financial
statements of the Founding Companies and the notes thereto included elsewhere in
this Prospectus. The Company anticipates that it will realize savings from the
combination of functions such as accounting and finance, treasury, insurance,
employee benefits, strategic marketing and legal support at the corporate level.
However, these savings cannot be quantified or reasonably estimated and
therefore have not been included in the Unaudited Pro Forma Combined Financial
Statements.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, -------------------------
1997 1997 1998
------------------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA (1):
Finance income from direct financing and sales-type
leases.................................................... $ 48,882 $ 11,341 $ 12,512
Rental income from operating leases......................... 55,432 11,444 12,803
Sales of equipment.......................................... 93,052 15,206 36,601
Gain on sale of leases...................................... 14,515 4,387 3,590
Fees, commissions and remarketing income.................... 20,273 2,109 4,830
Interest and other income................................... 6,295 1,111 1,788
----------- ----------- -----------
Total revenues............................................ 238,449 45,598 72,124
----------- ----------- -----------
Cost of operating leases.................................... 32,820 6,739 8,338
Cost of equipment sold...................................... 72,854 12,903 23,672
Interest expense............................................ 36,334 8,449 8,697
Selling, general and administrative (2)..................... 45,477 11,003 15,141
Goodwill amortization (3)................................... 12,196 3,049 3,049
----------- ----------- -----------
Total expenses............................................ 199,681 42,143 58,897
----------- ----------- -----------
Income from operations...................................... 38,768 3,455 13,227
Equity in income from minority owned affiliates............. 4,215 489 2,108
----------- ----------- -----------
Income before income taxes and extraordinary item........... 42,983 3,944 15,335
Provision for income taxes (4).............................. 20,968 2,657 6,986
----------- ----------- -----------
Net income before extraordinary item........................ $ 22,015 $ 1,287 $ 8,349
=========== =========== ===========
Net income per share before extraordinary item (basic and
diluted).................................................. $ .46 $ .03 $ .18
=========== =========== ===========
Shares used in computing pro forma net income per share
before extraordinary item (5)............................. 47,434,830 47,434,830 47,434,830
</TABLE>
<TABLE>
<CAPTION>
AS OF MARCH 31, 1998
-------------------------
PRO FORMA AS
COMBINED ADJUSTED (7)
---------- ------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA (6):
Cash and marketable securities.............................. $ 16,656 $ 32,150
Total assets................................................ 1,161,270 1,174,400
Debt........................................................ 452,347 339,568
Stockholders' equity........................................ 230,320 720,056
</TABLE>
27
<PAGE> 29
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
OPERATING DATA:
Direct financing and sales-type leases acquired and
originated:
Number of leases.......................................... 4,280 1,224
Direct financing and sales-type leases.................... $581,401 $154,703
Finance income from direct financing and sales-type
leases................................................. $ 48,882 $ 12,512
Average balance of net investment in direct financing
and sales-type leases.................................. $413,520 $427,108
Average yield............................................. 11.82% 11.72%
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, MARCH 31,
1997 1998
------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Direct financing and sales-type leases:
Number of leases.......................................... 6,612 6,918
Net investment in direct financing and sales-type
leases................................................. $419,323 $448,052
Credit quality statistics:
Gross lease receivables serviced and owned................ $536,428 $499,603
Delinquencies:
31-60 days............................................. $ 787 $ 703
61-90 days............................................. $ 356 $ 485
91 + days.............................................. $ 437 $ 685
Total delinquencies....................................... $ 1,580 $ 1,873
Net charge-offs for the periods ended:
Net investment in direct financing and sales-type leases
charged off............................................... $ 1,684 $ 301
Percent of the average balance of net investment in direct
financing and sales-type leases charged off............ 0.41% 0.28%
Operating lease data:
Carrying value of equipment under operating leases........ $ 88,234 $102,869
Number of leases.......................................... 1,268 1,329
Rental income from operating leases for the periods
ended.................................................. $ 55,432 $ 12,801
</TABLE>
- ---------------
(1) The pro forma combined statement of operations data assume that the
Founding Company Mergers and the IPO were consummated on January 1, 1997.
(2) Reflects an aggregate of approximately (i) $14.5 million for the year ended
December 31, 1997 and $1.5 million and $2.6 million for the three months
ended March 31, 1997 and 1998, respectively in Compensation Differential,
offset by assumed public company costs, primarily increased salaries and
professional fees at UniCapital, of approximately $4.8 million for the year
ended December 31, 1997 and $1.2 million for the three months ended March
31, 1997 and 1998.
(3) Consists of amortization of the $470.2 million of goodwill to be recorded
as a result of the Founding Company Mergers over a 15 to 40 year period and
computed on the basis described in the Notes to the Unaudited Pro Forma
Combined Financial Statements.
(4) Assumes that all income is subject to a corporate income tax rate of 38%
and that all goodwill is non-deductible for tax purposes.
(5) Includes (i) 13,334,064 shares issued to stockholders of the Founding
Companies, (ii) 6,798,750 shares issued to the founders and initial
investors in UniCapital, (iii) 27,133,595 of the 28,000,000 shares sold in
the IPO to pay the cash portion of the Merger consideration, to repay
certain indebtedness of the Founding Companies and to pay certain expenses
of the IPO and (iv) 168,421 shares related to the dilution attributable to
options granted with an exercise price below the initial public offering
price, in accordance with the treasury stock method.
(6) Assumes that the Founding Company Mergers were consummated on March 31,
1998.
(7) Adjusted to reflect the sale of the 28,000,000 shares of Common Stock
offered in the IPO and the application of the estimated net proceeds
therefrom.
28
<PAGE> 30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PRO FORMA FINANCIAL
CONDITION AND PRO FORMA RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Unaudited
Pro Forma Financial Statements and the related notes thereto and the historical
financial statements of UniCapital and the Founding Companies and the related
notes appearing elsewhere in this Prospectus.
GENERAL
UniCapital was founded in October 1997 to create a national consolidator
and operator of equipment leasing and specialty finance businesses serving the
commercial market. The Company originates, acquires, sells and services
equipment leases and arrange structured financings in the computer and
telecommunications equipment, large ticket and structured finance, middle market
and small ticket areas of the equipment leasing industry. In addition, the
Company provides lease administration and processing services for certain of the
leases originated by the Founding Companies, as well as for any securitizations
undertaken by the Company. The Founding Companies' leases and structured
financing arrangements cover a broad range of equipment, including aircraft,
computer and telecommunications equipment, construction and manufacturing
equipment, office equipment, trucks, printing equipment, car washes and
petroleum retail equipment and vending machines. The Company will fund the
acquisition or origination of its leases through warehouse credit facilities or
through recourse or non-recourse financing and will retain the leases for its
own account or sell the leases to third parties. The Company intends to sell
certain of its lease receivables in the public and private markets through a
securitization program. For the year ended December 31, 1997 and for the three
months ended March 31,1998, the Company had pro forma combined direct financing
and sales-type lease originations of approximately $581.4 million and $154.7
million, respectively, pro forma combined income from operations of $38.8
million and $13.2 million, respectively, and pro forma combined net income
before extraordinary item of $22.0 million and $8.3 million, respectively.
The Company commenced operations in May 1998, in conjunction with the IPO
and the Mergers. The Company intends to integrate these businesses, their
operations and their administrative functions over a period of time. Such
integration may present opportunities to reduce costs through the elimination of
duplicate functions and through economies of scale, and may necessitate
additional costs and expenditures for corporate management and administration,
corporate expenses related to being a public company, systems integration,
employee relocation and severance and facilities expansion. These various costs
and possible cost-savings make comparison of future operating results with
historical operating results difficult.
Prior to the IPO, the Founding Companies operated historically as
independent, privately-owned entities, and their results of operations reflect
varying tax structures, including both S and C Corporations, which have
influenced the historical level of owners' compensation. The selling, general
and administrative expenses of the Founding Companies include compensation to
employee-stockholders totaling $15.4 million, $15.0 million and $18.9 million
for the years ended December 31, 1995, 1996 and 1997, respectively, and $2.8
million and $3.9 million for the three months ended March 31, 1997 and 1998,
respectively. As a result of varying tax structures and practices regarding
compensation to employee-stockholders among the Founding Companies, the
comparison of operating margins among the Founding Companies and from period to
period in respect of a particular Founding Company may be difficult. Upon
consummation of the Mergers, certain employee-stockholders of the Founding
Companies entered into employment agreements and the aggregate compensation paid
to the management of the Founding Companies was reduced. This Compensation
Differential has been reflected in the Unaudited Pro Forma Combined Statement of
Operations.
Subsequent to December 31, 1997, the Company issued an additional 1,522,500
shares of Common Stock to individuals serving as consultants to the Company,
each of whom will become employees of the Company upon consummation of the
Offering, and certain other stockholders and recorded a non-cash compensation
charge of $15.2 million related to the difference between amounts paid and the
value of these shares. In addition, in January 1998, the Company issued an
option to a consultant to the Company, who will become an employee of the
Company upon consummation of the Offering, to purchase 200,000 shares of Common
Stock at $3.00 per
29
<PAGE> 31
share, which expires on January 31, 2008. The Company recorded a charge in the
amount of $2,060,000 in January 1998 reflecting the compensatory value of the
option.
The Company derives the majority of its revenue from lease payments on
leases originated and held by the Company, gains on sale of leases and sales of
equipment subject to leases. In addition, the Company derives revenue from sales
of equipment off-lease and the sale of new equipment, as well as from servicing
fees, late charges and administrative fees. In addition, the Company receives
remarketing fees for the sale of off-lease equipment on behalf of equity
investors in leases originated by the Company and may obtain a premium for sales
prices in excess of an agreed-upon amount.
The Company expects to fund the majority of the leases that it originates
through credit facilities. The Company anticipates that a significant portion of
its future leases will be sold to third parties or refinanced through a
securitization program or other structured finance products. Should the Company
be unable to sell or securitize leases with fixed rates within a reasonable
period of time after funding, the Company's operating margins could be adversely
affected by any increase in interest rates. Moreover, increases in interest
rates which cause the Company to raise the implicit rate charged to its
customers could cause a reduction in demand for the Company's lease products.
The leases acquired or originated by the Company generally are
noncancelable for a specified term during which the Company generally receives
scheduled payments sufficient, in the aggregate, to cover the Company's
borrowing costs and, when aggregated with the residual, the costs of the
underlying equipment. The noncancelable term of each lease is equal to or less
than the equipment's estimated economic life. Initial terms of the leases in the
Company's portfolio, on a pro forma basis, generally range from 12 to 84 months.
Certain of the leases acquired or originated by the Company carry a $1.00
buy-out provision upon maturity of the lease.
The Company's leases are collateralized by the equipment leased as well as,
in some cases, a personal guarantee provided by a principal of the lessee. The
Company manages credit risk through diversifying its business customer base,
geographic location of lessees and the type of business equipment leased. The
Company believes that prepayment and charge-off risks are mitigated by the
noncancelable, full payout structure of the majority of its leases which cover
equipment used in business operations.
The Company currently intends to maintain the present business mix of
leasing activities within the Founding Companies. While the Company intends to
disseminate among the Founding Companies "best practices" for the various
leasing activities conducted within the entities, the Company does not intend to
require the Founding Companies to alter their activities in such a manner so as
to impair their core origination strengths. However, the present pro forma
combined mix of leasing activities may change if the Company consummates
additional acquisitions of leasing companies or as the Founding Companies change
their business practices in response to market changes. The Company is not
currently involved in negotiations and is not a party to any arrangements,
agreements or understandings with respect to any acquisitions.
CERTAIN ACCOUNTING CONSIDERATIONS
Direct Financing Leases. A significant portion of the Company's leases are
"direct financing" leases, which transfer substantially all of the benefits and
risks of equipment ownership to the lessee. At March 31, 1998, on a pro forma
combined basis, the Company's net investment in direct financing leases totaled
$353.3 million, or 61.6% of the Company's net investment in leases (including
net book value of equipment under operating leases). A lease is classified as a
direct financing lease if the collection of the minimum lease payments is
reasonably predictable, no significant uncertainties exist relating to
unreimbursable costs yet to be incurred by the lessor under the lease and the
lease meets one of the following criteria: (i) ownership of the property is
transferred to the lessee at the end of the lease term; (ii) the lease contains
a bargain purchase option; (iii) the term of the lease is at least equal to 75%
of the estimated economic life of the leased equipment; or (iv) the present
value of the minimum lease payments is at least equal to 90% of the fair value
of the leased equipment at the inception of the lease. With respect to its
direct financing leases, the Company records total lease rentals receivable,
estimated unguaranteed residual value and initial direct costs (which are those
costs, including sales commissions, incurred in connection with consummating the
lease) as the gross investment in the lease. The difference between the
30
<PAGE> 32
gross investment in the lease and the cost of the leased equipment is defined as
"unearned income." Finance income is recognized over the term of the lease by
amortizing the unearned income using the interest method.
Sales-Type Leases. At March 31, 1998, on a pro forma combined basis, the
Company's net investment in sales-type leases totaled $95.3 million, or 16.6% of
the Company's net investment in leases (including net book value of equipment
under operating leases). Sales-type leases, like direct financing leases,
transfer substantially all of the benefits and risks of equipment ownership to
the lessee. However, sales-type leases include profit at lease inception to the
extent the fair value of the equipment exceeds the Company's carrying value.
Sales-type leases can arise in connection with new leases, or upon
classification of lease renewals. A lease is classified as a sales-type lease if
the collection of the minimum lease payments is reasonably predictable, no
significant uncertainties exist relating to unreimbursable costs yet to be
incurred by the lessor under the lease and the lease meets one of the following
criteria: (i) ownership of the property is transferred to the lessee at the end
of the lease term; (ii) the lease contains a bargain purchase option; (iii) the
term of the lease is at least equal to 75% of the estimated economic life of the
leased equipment; or (iv) the present value of the minimum lease payments is at
least equal to 90% of the fair value of the leased equipment at the inception of
the lease. With respect to its sales-type leases, the Company records total
lease rentals receivable, estimated unguaranteed residual value as the gross
investment in the lease. The difference between gross investment in the lease
and the present value of the gross investment in the lease is defined as
"unearned income." The present value of the minimum lease payments computed at
the interest rate implicit in the lease shall be recorded as sales revenue. The
cost of the equipment less the present value of the unguaranteed residual value,
computed at the interest rate implicit in the lease, is reflected as the cost of
sale. Finance income is recognized over the term of the lease by amortizing the
unearned income using the interest method.
Operating Leases. All lease contracts which do not meet the criteria of
direct financing leases or sales-type leases are accounted for as operating
leases. Monthly lease payments are recorded as income from operating leases.
Leased equipment is recorded, at the Company's cost, as "Equipment under
operating leases" and depreciated on a straight-line basis over the estimated
life of the equipment. The residual value of an item of leased equipment is its
estimated fair market value at the expiration of the lease. When equipment is
sold, the net proceeds realized in excess of the carrying value are recorded as
"Gain on sale of equipment;" if the net proceeds are less than the carrying
value, the amount by which the carrying value exceeds the net proceeds is
recorded as a loss. At March 31, 1998, on a pro forma combined basis, the net
book value of equipment under operating leases totaled $124.7 million, or 21.8%
of the Company's net investment in leases (including net book value of equipment
under operating leases).
Gain on Sale. The Company also generates gain on sale income from the sale
of leases to third party financing sources for cash. Gain on sale of leases is
calculated as the difference between the proceeds received, net of related
selling expenses, and the carrying amount of the related leases, adjusted for
ongoing obligations of the Company, if any. In June 1996 the Financial
Accounting Standards Board adopted Statement of Financial Accounting Standards
No. 125 ("SFAS 125"), "Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities." SFAS 125 is effective for
transactions occurring after December 31, 1996. Among other things, SFAS 125
requires that servicing assets and other retained interests in transferred
assets be measured by allocating the previous carrying amount between the assets
sold, if any, and retained interests, if any, based on relative fair values at
the date of transfer.
Residual Interests. At the inception of a direct financing lease or a
sales-type lease, the Company estimates a residual value based upon the expected
net realizable value of the equipment at the end of the lease term. The residual
value of equipment subject to operating lease is defined by the depreciable life
and method adopted for the equipment. At the end of the initial term of a lease,
the lease may be extended, the equipment may be sold to the lessee or the
equipment may be sold or leased to another party. A gain or loss is recognized
based upon the excess or deficiency of sale proceeds compared to the estimated
residual value. The original estimate of the residual value is adjusted downward
during the lease term if a decline in value is projected; however, accounting
rules do not permit upward adjustments in residual estimates.
31
<PAGE> 33
The Company periodically evaluates the collectibility of its leases based
on the level of recourse provided, if any, delinquency statistics, historical
loss experience, current economic conditions and other relevant factors.
PRO FORMA COMBINED RESULTS OF OPERATIONS
The pro forma combined results of operations of the Founding Companies for
the periods presented do not represent combined results of operations presented
in accordance with generally accepted accounting principles, but are only a
summation of the revenues, operating expenses and general and administrative
expenses of the individual Founding Companies on a pro forma combined basis. The
pro forma combined results may not be comparable to, and may not be indicative
of, the Company's results of operations after consummation of the Mergers.
The following table sets forth the combined results of operations of the
Founding Companies on a pro forma basis and as a percentage of revenues for the
period indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------------------
1997 1998
------------------ ------------------
<S> <C> <C> <C> <C>
Finance income from direct financing and
sales-type leases....................... $11,341 24.9% $12,512 17.3%
Rental income from operating leases....... 11,444 25.1 12,803 17.8
Sales of equipment........................ 15,206 33.3 36,601 50.7
Gain on sale of leases.................... 4,387 9.6 3,590 5.0
Fees, commissions and remarketing
income.................................. 2,109 4.6 4,830 6.7
Interest and other income................. 1,111 2.4 1,788 2.5
------- ----- ------- -----
Total revenues....................... 45,598 100.0 72,124 100.0
------- ----- ------- -----
Cost of operating leases.................. 6,739 14.8 8,338 11.6
Cost of equipment sold.................... 12,903 28.3 23,672 32.8
Interest expense.......................... 8,449 18.5 8,697 12.1
Selling, general and administrative....... 11,003 24.1 15,141 21.0
Goodwill amortization..................... 3,049 6.7 3,049 4.2
------- ----- ------- -----
Total expenses....................... 42,143 92.4 58,897 81.7
------- ----- ------- -----
Income from operations.................... 3,455 7.6 13,227 18.3
------- ----- ------- -----
Equity in income from minority owned
affiliates.............................. 489 1.1 2,108 2.9
------- ----- ------- -----
Income before income taxes and
extraordinary item...................... $ 3,944 8.6% $15,335 21.3%
======= ===== ======= =====
</TABLE>
Pro Forma Combined Results for the Three Months Ended March 31, 1998 Compared
to the Three Months Ended March 31, 1997
Finance Income from Direct Financing and Sales-Type Leases. Finance income
from direct financing and sales-type leases increased approximately $1.2
million, or 10.3%, from $11.3 million in 1997 to $12.5 million in 1998. This
increase was primarily attributable to an increase in originations and the
amount of time leases were held prior to sale at Keystone, Matrix and Walden. As
a percentage of revenues, finance income from direct financing and sales-type
leases decreased by 7.6% to 17.3% in the three months ended March 31, 1998 from
24.9% in the three months ended March 31, 1997.
Rental Income from Operating Leases. Rental income from operating leases
increased approximately $1.4 million, or 11.9%, from $11.4 million in 1997 to
$12.8 million in 1998. This increase was primarily attributable to an increase
in the volume of operating leases at Varilease. As a percentage of revenues,
rental income from operating leases decreased by 7.3% to 17.8% in the three
months ended March 31, 1998 from 25.1% in the three months ended March 31, 1997.
32
<PAGE> 34
Sales of Equipment. Income from sales of equipment increased approximately
$21.4 million, or 140.7%, from $15.2 million in 1997 to $36.6 million in 1998.
This increase was primarily attributable to the increase in sales of equipment
at Jacom during the period ending March 31, 1998. As a percentage of revenues,
income from sales of equipment increased by 17.4% to 50.7% in the three months
ended March 31, 1998 from 33.3% in the three months ended March 31, 1997.
Gain on Sale of Leases. Gain on sale of leases decreased approximately $.8
million, or 18.2%, from $4.4 million in the three months ended March 31, 1997 to
$3.6 million in the three months ended March 31, 1998. This decrease was
primarily attributable to a decrease at Varilease as a result of a large project
which occurred during the three months ended March 31, 1997 and a decrease at
American Capital primarily as a result of a lower volume of leases sold during
the three months ended March 31, 1998, partially offset by an increase at
Matrix. As a percentage of revenues, gain on sale of leases decreased by 4.6% to
5.0% in the three months ended March 31, 1998 from 9.6% in the three months
ended March 31, 1997.
Fees, Commissions and Remarketing Income. Fees, commissions and remarketing
income increased approximately $2.7 million, or 129.0%, from $2.1 million in the
three months ended March 31, 1997 to $4.8 million in the three months ended
March 31, 1998. This increase was primarily attributable to the consummation of
three commission transactions in the three months ended March 31, 1998 at Cauff
Lippman and increased remarketing income at Varilease. As a percentage of
revenues, fees, commissions and remarketing income increased by 2.1% to 6.7% in
the three months ended March 31, 1998 from 4.6% in the three months ended March
31, 1997.
Interest and Other Income. Interest and other income increased
approximately $0.7 million, or 60.9%, from $1.1 million in the three months
ended March 31, 1997 to $1.8 million in the three months ended March 31, 1998.
This increase was primarily attributable to an increase at NSJ and Keystone. As
a percentage of revenues, interest and other income increased by 0.1% to 2.5% in
the three months ended March 31, 1998 from 2.4% in the three months ended March
31, 1997.
Cost of Operating Leases. Cost of operating leases increased approximately
$1.6 million, or 23.7%, from $6.7 million in the three months ended March 31,
1997 to $8.3 million in the three months ended March 31, 1998, primarily as a
result of an increase in the volume of operating leases at Varilease during the
three months ended March 31, 1998. As a percentage of revenues, cost of
operating leases decreased by 3.2% to 11.6% in the three months ended March 31,
1998 from 14.8% in the three months ended March 31, 1997.
Cost of Equipment Sold. Cost of equipment sold increased approximately
$10.8 million, or 83.5%, from $12.9 million in the three months ended March 31,
1997 to $23.7 million in the three months ended March 31, 1998, primarily as a
result of the increase in sale of equipment at Jacom during the period ended
March 31, 1998. As a percentage of revenues, cost of equipment sold increased by
4.5% to 32.8% in the three months ended March 31, 1998 from 28.3% in the three
months ended March 31, 1997.
Interest Expense. Interest expense increased approximately $0.2 million, or
2.9%, from $8.4 million in the three months ended March 31, 1997 to $8.7 million
in the three months ended March 31, 1998. As a percentage of revenues, interest
expense decreased by 6.4% to 12.1% in the three months ended March 31, 1998 from
18.5% in the three months ended March 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses increased approximately $4.1 million, or 37.6%, from $11.0 million in
the three months ended March 31, 1997 to $15.1 million in the three months ended
March 31, 1998, primarily as a result of an increase in compensation expense at
Jacom, increased compensation to Walden stockholders and an increase in salary
expense at Varilease. As a percentage of revenues, selling, general and
administrative expenses decreased by 3.1% to 21.0% in the three months ended
March 31, 1998 from 24.1% in the three months ended March 31, 1997.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $13.2 million in the three months ended March 31,
1998 from $3.5 million in the three months ended March 31, 1997, an increase of
$9.8 million, or 282.8%. As a percentage of revenues, income from operations
increased by 10.7% to 18.3% in the three months ended March 31, 1998 from 7.6%
in the three months ended March 31, 1997.
33
<PAGE> 35
LIQUIDITY AND CAPITAL RESOURCES
Approximately $331.6 million of the proceeds from the IPO was used to fund
the cash portion of the consideration to be paid in connection with the Mergers
and approximately $145.1 million was used to repay certain indebtedness of the
Founding Companies. The remaining $15.4 million will be used for general
corporate purposes, including possible acquisitions. As of March 31, 1998, the
Company had cash and marketable securities of approximately $32.2 million on a
pro forma combined basis after the IPO. The Company's business is capital
intensive and requires access to substantial short-term and long-term credit to
fund new equipment leases. The Founding Companies have funded their operations
primarily through sales of leases and non-recourse or recourse borrowings. The
Company will continue to require access to significant additional capital to
maintain and expand its volume of leases funded, as well as to fund any future
acquisitions of leasing and specialty finance companies.
The Company's uses of cash include the origination of equipment leases,
payment of interest expenses, repayment of borrowings under its warehouse
facilities, operating and administrative expenses, income taxes and capital
expenditures and may include payment of the cash portion of the earn-out
arrangements with the stockholders of the Founding Companies (other than PFSC).
On a pro forma basis, the Company generated positive cash flow from operations
for the year ended December 31, 1997 and for the three months ended March 31,
1998.
The Company currently does not have any commitments to make significant
capital expenditures in the next twelve months. The Company believes that funds
generated from operations, together with the proceeds from the Offering and
possible future sources of borrowings, including a credit facility for which the
Company has obtained a commitment letter, will be sufficient to finance its
current operations and planned capital expenditure requirements at least through
1998. Although the Company is not currently involved in negotiations and has no
current commitments or agreements with respect to any acquisitions (other than
the Mergers), to the extent that the Company is successful in consummating
acquisitions, it may be necessary to finance such acquisitions through the
issuance of additional equity securities, incurrence of indebtedness or a
combination of both.
Commitments for Senior Credit Facilities
In April 1998, the Company received the commitment of NationsBank, N.A.,
("NationsBank"), as administrative agent, and NationsBanc Montgomery Securities
LLC, as arranger and syndication agent, to provide an anticipated $1.2 billion
in credit facilities (the "Senior Credit Facilities") which consist of the
following sub-facilities: (i) a $300.0 million Corporate Revolving Credit
Facility primarily to finance acquisitions and working capital (the "Revolving
Facility"); (ii) a $300.0 million Special Purpose Entity Large Ticket Warehouse
Facility primarily to finance the purchase and leasing of aircraft and engines
(the "Warehouse Facility"); and (iii) two asset-backed commercial paper
facilities totaling $600.0 million to finance small ticket and middle market
leases, consisting of an Equipment Lease Receivable Purchase Facility (the
"Purchase Facility") and an Equipment Lease Receivable Financing Facility (the
"Financing Facility"). The establishment of the Senior Credit Facilities is
contingent upon the mutual agreement of the parties as to acceptable
documentation, various covenants, the amount of fees, applicable interest rates,
termination events, conditions, legal opinions and other terms, and no assurance
can be given that agreement will be reached, that any or all of the Senior
Credit Facilities will be obtained, or that, if obtained, they will be obtained
upon the terms described below. See "Risk Factors--Need for Additional Capital."
Revolving Facility. Under the Revolving Facility, the Company expects to be
able to borrow up to $300.0 million with a $50.0 million sublimit for letters of
credit and a $15.0 million swingline sublimit. The proceeds of the Revolving
Facility may be used to finance the cash portion of permitted acquisitions and
for general corporate purposes, subject to certain limitations. Amounts
outstanding under the Revolving Facility are to bear interest, at the Company's
option, at NationsBank's base rate plus an applicable margin, or a Eurodollar
rate plus an applicable margin. The Company's obligations under the Revolving
Facility are to be guaranteed by all present and future subsidiaries of the
Company other than certain special purpose entities which are not participating
in the Warehouse Facility. The Revolving Facility is to be secured by a pledge
of all of the capital stock of the Company's subsidiaries (or at least 65% of
the capital stock of each present and future foreign subsidiary) and a security
interest in all other present and future assets and properties of the Company
and its subsidiaries, other than assets financed on a non-recourse basis to the
Company and any assets subject to liens granted in connection with certain
permitted indebtedness (including securitizations). Borrowings under the
34
<PAGE> 36
Revolving Facility are expected to be subject to customary conditions, including
but not limited to absence of material adverse effect, absence of material
litigation, absence of disruption or material adverse change in the financial or
capital markets, satisfactory completion of due diligence by the lenders and the
receipt by the Company of a minimum of $425.0 million in net proceeds from the
IPO. In addition, the Revolving Facility is expected to contain customary
covenants, including but not limited to limitations on liens other than
permitted liens, investments, dividends and other restricted payments,
incurrence of recourse indebtedness, transactions with affiliates, acquisitions
other than permitted acquisitions (as defined in the Revolving Facility) as well
as various financial covenants customary for transactions of this type,
including ratios of debt with recourse or limited recourse to cash flow, total
debt to net worth and cash flow to fixed charges, and maintenance at all times
of a minimum net worth with step-ups for a portion of the Company's net income
and the net proceeds of any equity issuances. Specific conditions and covenants
are subject to negotiation, and any conditions or covenants agreed to upon
establishment of the Revolving Facility may be more or less restrictive than
those described herein. The Company will be obligated to pay an annual
commitment fee of a percentage of the unused portion of the Revolving Facility
from and after the date on which the Revolving Facility is entered into.
Warehouse Facility. Under the Warehouse Facility, one or more newly formed
special purpose entities wholly-owned by the Company (each a "SPE Borrower" and
collectively, the "SPE Borrowers") expects to be able to borrow up to an
aggregate of $300.0 million. The proceeds of the Warehouse Facility may be used
to finance the purchase of eligible aircraft and eligible engines. Amounts
outstanding under the Warehouse Facility are to bear interest, at the Company's
option, at NationsBank's base rate plus an applicable margin or a Eurodollar
rate plus an applicable margin. The SPE Borrowers' obligations under the
Warehouse Facility are to be guaranteed by all present and future subsidiaries
of the SPE Borrowers (including any trusts with respect to which each SPE
Borrower has a beneficial interest) for so long as such SPE Borrowers are
borrowers under the Warehouse Facility. The Warehouse Facility will be
nonrecourse to the Company, but is to be secured by a first priority perfected
pledge of all of the common stock of each SPE Borrower and each domestic
subsidiary (direct or indirect) of each SPE Borrower, and a first priority
perfected security interest in all present and future assets and properties of
each SPE Borrower and each of its subsidiaries. Borrowings under the Warehouse
Facility are expected to be subject to customary conditions, including but not
limited to absence of material adverse effect, absence of material litigation,
absence of disruption or adverse change in the financial or capital markets, as
well as satisfactory completion of due diligence by the lenders and receipt by
the Company of a minimum of $425.0 million in net proceeds from the IPO. In
addition, the Warehouse Facility is expected to contain customary covenants,
including but not limited to limitations on liens, investments, dividends and
other restricted payments, capital expenditures, transactions with affiliates,
acquisitions, incurrence of debt, as well as annual appraisals of eligible
aircraft and engines, annual review of the approved lessees and obligors and
aircraft and engine types and interest rate protection acceptable to
NationsBank, and various financial covenants customary for transactions of this
type, including a ratio of cash flow to interest. Specific conditions and
covenants are subject to negotiation, and any conditions or covenants agreed to
upon establishment of the Warehouse Facility may be more or less restrictive
than those described herein. The Company will be obligated to pay an annual
commitment fee of a percentage of the unused portion of the Warehouse Facility
from and after the date on which the Warehouse Facility is entered into.
Purchase Facility. The Company expects to establish the Purchase Facility
with NationsBank, as administrative agent, pursuant to which a commercial paper
conduit (the "CP Conduit") or, if the CP Conduit does not buy them, one or more
bank investors, which will include NationsBank (the "Bank Investors"), would
purchase an interest (the "Net Investment") in up to an amount (the "Facility
Limit"), currently expected to be $500.0 million, of small ticket and middle
market leases meeting certain eligibility requirements. Two wholly-owned,
bankruptcy-remote subsidiaries of the Company (the "Transferors") will purchase
the Company's interest in certain operating and financing leases and related
leased equipment originated or purchased by the Company or eligible subsidiaries
of the Company. The CP Conduit (or, upon the occurrence of certain events, the
Bank Investors) will purchase interests in eligible leases at a discount of the
present value of the remaining lease receivables cash flows discounted back to
the date that such interests are sold to the CP Conduit. Collections on the
leases sold to the CP Conduit will generally be applied first to pay any amounts
due under the Purchase Facility and certain other specified facilities, and then
to the Transferors. The Company anticipates that the Net Investment under the
Purchase Facility will be periodically reduced though securitizations to an
amount
35
<PAGE> 37
significantly less than the Facility Limit. The Purchase Facility is expected to
contain restrictions customary for facilities of this type, including
limitations on liens on the leases, indebtedness, certain lease modifications
and changes in credit and collection practices. Specific restrictions are
subject to negotiation, and any restrictions agreed to upon establishment of the
Purchase Facility may be more or less restrictive than those described herein.
The Purchase Facility requires payment by the Transferor of program fees,
facility fees, administration fees and commercial paper dealer fees.
Financing Facility. The Company expects to establish the Financing Facility
with NationsBank, as administrative agent, pursuant to which the CP Conduit or
the Bank Investors will advance an amount currently expected to be up to $100.0
million. A wholly-owned subsidiary (the "Financing SPE") will receive a pledge
of the Company's interest in certain operating and financing leases and certain
leased equipment originated or purchased by the Company or any subsidiaries of
the Company. The CP Conduit (or, under certain limited circumstances, the Bank
Investors) will lend funds to the Financing SPE in an amount equal to a
percentage of the present value of the remaining lease receivable. Such
borrowings will be secured by an interest in the Financing SPE's leases and
certain leased equipment. The Financing Facility is expected to contain
customary restrictions and require the payment of various fees, generally on
terms substantially equivalent to those in the Purchase Facility. Specific
restrictions are subject to negotiation, and any agreed to upon establishment of
the Financing Facility may be more or less restrictive than those described
herein. It is expected that the Company will guarantee amounts borrowed under
the Financing Facility.
The Company will be obligated to pay a financing fee in connection with
entering into the Senior Credit Facilities, as well as an annual administration
fee equal to a percentage of the total amount of the Senior Credit Facilities.
The Company expects that the aggregate fees and expenses to be paid in
connection with entering into the Senior Credit Facilities will be paid from
borrowings under the Revolving Facility.
HEDGING STRATEGY
When the Company borrows funds, it is exposed to a certain degree of risk
caused by interest rate fluctuations. Although the Company's equipment loans are
generally structured and permanently funded on a fixed interest rate basis, the
Company may initially fund the lease by borrowing on a floating rate basis. The
Company anticipates that it will use hedging techniques to protect its interest
rate margin during the period that floating rate funds are used. To manage its
interest rate risk, the Company expects to use derivative financial instruments,
such as forward rate agreements and Treasury locks and interest rate swaps, caps
and collars. The Company's hedging techniques may not protect it from interest
rate-related risks in all interest rate environments.
FLUCTUATIONS IN QUARTERLY RESULTS
The Company could experience fluctuations in quarterly operating results
due to a number of factors including, among others, the completion of a
securitization transaction in a particular calendar quarter (or the failure to
complete such a securitization transaction) and the interest rates on the
securities issued in connection with its securitization transactions, variations
in the volume of leases funded by the Company, differences between the Company's
cost of funds and the average implicit yield to the Company on its leases prior
to being securitized, the effectiveness of the Company's hedging strategy, the
degree to which the Company encounters competition in its markets and general
economic conditions. In addition, certain of the Founding Companies,
particularly those engaged in the lease and sale of aircraft, may experience
significant fluctuations due to the timing of sales of aircraft. Moreover, some
of the Founding Companies may from time to time experience relatively large
transactions for one or a few customers, which may not recur or may not be
followed by correspondingly large transactions for other customers in subsequent
periods. As a result of these fluctuations and the significant impact that the
timing of any securitization transactions may have on the Company's results of
operations, results for any one quarter should not be relied upon as being
indicative of performance in future quarters.
36
<PAGE> 38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE FOUNDING COMPANIES
The following discussion should be read in conjunction with the historical
financial statements of the Founding Companies and related notes thereto
appearing elsewhere in this Prospectus.
FOUNDING COMPANIES
Of the Founding Companies, Cauff Lippman, Jacom, MCMG, NSJ and Walden had
previously elected to be treated as S Corporations, Merrimac and PFSC was
organized as partnerships and American Capital, Boulder, Keystone, Matrix and
Varilease were C Corporations. As a result, only American Capital, Boulder,
Keystone, Matrix and Varilease were subject to federal income taxes. The
selling, general and administrative expenses of the Founding Companies include
compensation to employee-stockholders of the Founding Companies totaling $15.4
million, $15.0 million and $18.9 million for the years ended December 31, 1995,
1996 and 1997, respectively, and $2.8 million and $3.9 million for the three
months ended March 31, 1997 and 1998, respectively. Upon consummation of the
Mergers, certain employee-stockholders entered into employment agreements and
the aggregate compensation paid to stockholders of the Founding Companies was
reduced. As a result of varying tax structures and practices regarding
compensation to employee-stockholders, the comparison of operating margins among
the Founding Companies and from period to period in respect of a particular
Founding Company may be difficult.
AMERICAN CAPITAL RESOURCES, INC.
American Capital provides lease and secured financing for equipment,
primarily printing presses, to companies in the printing, packaging and paper
converting industries. Leases originated by American Capital are direct
financing leases, with an average transaction size for the twelve months ended
December 31, 1997 of approximately $733,000 and an average term of 81 months. To
fund the acquisition of equipment, American Capital either sells the leases that
it originates or borrows the required proceeds from various funding sources on
both a non-recourse and a limited recourse basis. The substantial majority of
American Capital's lessees are businesses operating in the graphic arts and
paper converting industries.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED JULY 31, SIX MONTHS ENDED JANUARY 31,
------------------------------------------------------- ----------------------------------
1995 1996 1997 1997 1998
--------------- ---------------- ---------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from
direct financing
leases and
contracts............. $4,680 50.6% $ 5,069 49.5% $ 4,986 46.4% $2,535 54.1% $2,428 51.8%
Gain on sale of leases
and contracts......... 3,533 38.2 4,039 39.5 4,426 41.2 1,625 34.7 1,409 30.1
Fee income.............. 89 1.0 84 0.8 80 0.7 36 0.8 29 0.6
Interest and other
income................ 944 10.2 1,042 10.2 1,262 11.7 486 10.4 817 17.4
------ ----- ------- ----- ------- ----- ------ ----- ------ -----
Total revenues...... 9,246 100.0 10,234 100.0 10,754 100.0 4,682 100.0 4,683 100.0
------ ----- ------- ----- ------- ----- ------ ----- ------ -----
Interest expense........ 4,697 50.8 5,160 50.4 5,390 50.1 2,465 52.6 2,486 53.1
Selling, general and
administrative........ 4,147 44.9 4,617 45.1 5,194 48.3 2,234 47.7 2,869 61.3
------ ----- ------- ----- ------- ----- ------ ----- ------ -----
Total expenses...... 8,844 95.7 9,777 95.5 10,584 98.4 4,699 100.4 5,355 114.3
------ ----- ------- ----- ------- ----- ------ ----- ------ -----
Income (loss) from
operations............ $ 402 4.3% $ 457 4.5% $ 170 1.6% $ (17) (0.4)% $ (672) (14.3)%
====== ===== ======= ===== ======= ===== ====== ===== ====== =====
</TABLE>
Six Months Ended January 31, 1998 Compared to Six Months Ended January 31,
1997
Finance Income from Direct Financing Leases and Contracts. Finance income
from direct financing leases and contracts decreased to $2.4 million in the six
months ended January 31, 1998 from $2.5 million in the six months ended January
31, 1997, a decrease of $0.1 million or 4.2%. As a percentage of revenues,
finance income from direct financing leases and contracts decreased by 2.3% to
51.8% in the six months ended January 31, 1998 from 54.1% in the six months
ended January 31, 1997.
37
<PAGE> 39
Gain on Sale of Leases and Contracts. Gain on sale of leases and contracts
decreased to $1.4 million in the six months ended January 31, 1998 from $1.6
million in the six months ended January 31, 1997, a decrease of $0.2 million, or
13.3%, primarily as a result of a lower volume of leases sold during the six
months ended January 31, 1998. As a percentage of revenues, gain on sale of
leases and contracts decreased by 4.6% to 30.1% in the six months ended January
31, 1998 from 34.7% in the six months ended January 31, 1997.
Fee Income. Fee income decreased by $7,000, or 19.4%, to $29,000 in the
six months ended January 31, 1998 from $36,000 in the six months ended January
31, 1997. As a percentage of revenues, fee income decreased by 0.2% to 0.6% in
the six months ended January 31, 1998 from 0.8% in the six months ended January
31, 1997.
Interest and Other Income. Interest and other income increased to $0.8
million in the six months ended January 31, 1998 from $0.5 million in the six
months ended January 31, 1997, an increase of $0.3 million, or 68.1%, primarily
as a result of the completion of certain transactions. As a percentage of
revenues, interest and other income increased by 7.0% to 17.4% in the six months
ended January 31, 1998 from 10.4% in the six months ended January 31, 1997.
Interest Expense. Interest expense increased by $21,000, or 0.9%, to $2.5
million in the six months ended January 31, 1998, primarily as a result of
higher borrowings. As a percentage of revenues, interest expense increased by
0.5% to 53.1% in the six months ended January 31, 1998 from 52.6% in the six
months ended January 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $2.9 million in the six months ended January 31, 1998 from
$2.2 million in the six months ended January 31, 1997, an increase of $0.6
million, or 28.4%, primarily as a result of an increase in officers'
compensation and the provision for bad debts. As a percentage of revenues,
selling, general and administrative expenses increased by 13.6% to 61.3% in the
six months ended January 31, 1998 from 47.7% in the six months ended January 31,
1997.
Income (Loss) from Operations. As a result of the factors discussed above
and in particular the increase in officers' compensation and bad debt expense,
loss from operations increased to $0.7 million in the six months ended January
31, 1998 from $17,000 in the six months ended January 31, 1997, an increase of
$0.7 million. As a percentage of revenues, loss from operations increased by
13.9% to 14.3% in the six months ended January 31, 1998 from 0.4% in the six
months ended January 31, 1997.
Year Ended July 31, 1997 Compared to Year Ended July 31, 1996
Finance Income from Direct Financing Leases and Contracts. Finance income
from direct financing leases and contracts decreased to $5.0 million in the year
ended July 31, 1997 from $5.1 million in the year ended July 31, 1996, a
decrease of $0.1 million, or 1.6%. As a percentage of revenues, finance income
from direct financing leases decreased by 3.1% to 46.4% in the year ended July
31, 1997 from 49.5% in the year ended July 31, 1996.
Gain on Sale of Leases and Contracts. Gain on sale of leases and contracts
increased to $4.4 million in the year ended July 31, 1997 from $4.0 million in
the year ended July 31, 1996, an increase of $0.4 million, or 9.6%, primarily as
a result of sales at higher margins, partially offset by a slightly reduced
volume of sales. As a percentage of revenues, gain on sale of leases and
contracts increased by 1.7% to 41.2% in the year ended July 31, 1997 from 39.5%
in the year ended July 31, 1996.
Fee Income. Fee income was $0.1 million in the years ended July 31, 1997
and 1996. As a percentage of revenues, fee income decreased by 0.1% to 0.7% in
the year ended July 31, 1997 from 0.8% in the year ended July 31, 1996.
Interest and Other Income. Interest and other income increased to $1.3
million in the year ended July 31, 1997 from $1.0 million in the year ended July
31, 1996, an increase of $0.2 million, or 21.1%, primarily as a result of
increased late fees. As a percentage of revenues, interest and other income
increased by 1.5% to 11.7% in the year ended July 31, 1997 from 10.2% in the
year ended July 31, 1996.
Interest Expense. Interest expense increased to $5.4 million in the year
ended July 31, 1997 from $5.2 million in the year ended July 31, 1996, an
increase of $0.2 million, or 4.5%, primarily as a result of the
38
<PAGE> 40
timings and mix of borrowings. As a percentage of revenues, interest expense
decreased by 0.3% to 50.1% in the year ended July 31, 1997 from 50.4% in the
year ended July 31, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $5.2 million in the year ended July 31, 1997 from $4.6
million in the year ended July 31, 1996, an increase of $0.6 million, or 12.5%,
as a result of increased bad debt expense, increased travel expenses associated
with developing new business, increased compensation to officers and the
addition of sales personnel. As a percentage of revenues, selling, general and
administrative expenses increased by 3.2% to 48.3% in the year ended July 31,
1997 from 45.1% in the year ended July 31, 1996.
Income (Loss) from Operations. As a result of the factors discussed above,
income from operations decreased to $0.2 million in the year ended July 31, 1997
from $0.5 million in the year ended July 31, 1996, a decrease of $0.3 million,
or 62.8%. As a percentage of revenues, income from operations decreased by 2.9%
to 1.6% in the year ended July 31, 1997 from 4.5% in the year ended July 31,
1996.
Year Ended July 31, 1996 Compared to Year Ended July 31, 1995
Finance Income from Direct Financing Leases and Contracts. Finance income
from direct financing leases and contracts increased to $5.1 million in the year
ended July 31, 1996 from $4.7 million in the year ended July 31, 1995, an
increase of $0.4 million, or 8.3%, primarily as a result of an increase in the
portfolio of receivables held. As a percentage of revenues, finance income from
direct financing leases and contracts decreased by 1.1% to 49.5% in the year
ended July 31, 1996 from 50.6% in the year ended July 31,1995.
Gain on Sale of Leases and Contracts. Gain on sale of leases and contracts
increased to $4.0 million in the year ended July 31, 1996 from $3.5 million in
the year ended July 31, 1995, an increase of $0.5 million, or 14.3%, primarily
as a result of an increase in the volume of leases sold. As a percentage of
revenues, gain on sale of leases and contracts increased by 1.3% to 39.5% in the
year ended July 31, 1996 from 38.2% in the year ended July 31, 1995.
Fee Income. Fee income was $0.1 million in the years ended July 31, 1996
and 1995. As a percentage of revenues, fee income decreased by 0.2% to 0.8% in
the year ended July 31, 1996 from 1.0% in the year ended July 31, 1995.
Interest and Other Income. Interest and other income increased to $1.0
million in the year ended July 31, 1996 from $0.9 million in the year ended July
31, 1995, an increase of $0.1 million, or 10.4% due to the increased size of the
portfolio held. As a percentage of revenues, interest and other income was 10.2%
in the years ended July 31, 1996 and 1995.
Interest Expense. Interest expense increased to $5.2 million in the year
ended July 31, 1996 from $4.7 million in the year ended July 31, 1995, an
increase of $0.5 million, or 9.9%, primarily as a result of additional
borrowings to support the increased volume of receivables held. As a percentage
of revenues, interest expense decreased by 0.4% to 50.4% in the year ended July
31, 1996 from 50.8% in the year ended July 31, 1995.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $4.6 million in the year ended July 31, 1996 from $4.1
million in the year ended July 31, 1995, an increase of $0.5 million, or 11.3%,
as a result of increased travel and marketing expenses associated with efforts
to attract new business, increased bad debt expense attributable to the increase
in the portfolio held and increased compensation. As a percentage of revenues,
selling, general and administrative expenses increased by 0.2% to 45.1% in the
year ended July 31, 1996 from 44.9% in the year ended July 31, 1995.
Income (Loss) from Operations. As a result of the factors discussed above,
income from operations increased to $0.5 million in the year ended July 31, 1996
from $0.4 million in the year ended July 31, 1995, an increase of $55,000, or
13.7%. As a percentage of revenues, income from operations increased by 0.2% to
4.5% in the year ended July 31, 1996 from 4.3% in the year ended July 31, 1995.
39
<PAGE> 41
BOULDER CAPITAL GROUP, INC.
Boulder provides lease financing for petroleum retail equipment, including
car washes, fuel dispensers and convenience store operating equipment, to
petroleum retail businesses. Boulder originates leases directly with the owner
of the petroleum retail business, as well as through programs with petroleum
companies, equipment manufacturers and vendors. During the year ended December
31, 1997, car washes constituted approximately 64% of the equipment leased by
Boulder, and fuel dispensers approximately 15%. Boulder originates direct
financing leases and operating leases. After the inception of the lease, Boulder
either retains the lease for its portfolio or, from time to time may transfer
direct financing leases to unrelated third parties in transactions accounted for
as sales while retaining the servicing responsibility. Boulder also engages in
the sale and remarketing of equipment on lease.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
----------------------------------- -----------------------------------
1996 1997 1997 1998
--------------- ---------------- ---------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing leases................ $2,663 63.0% $3,618 56.6% $ 909 70.5% $ 889 50.8%
Rental income from operating
leases.......................... 404 9.6 344 5.4 87 6.7 97 5.5
Gain on sale of leases............ 100 2.4 727 11.4 135 10.5 105 6.0
Sales of equipment................ 1,029 24.3 1,522 23.8 128 9.9 626 35.8
Interest and other income......... 32 0.8 186 2.9 31 2.4 33 1.9
------ ----- ------ ------ ------ ------ ------ -----
Total revenues................ 4,228 100.0 6,397 100.0 1,290 100.0 1,750 100.0
------ ----- ------ ------ ------ ------ ------ -----
Depreciation on equipment under
operating leases................ 361 8.5 238 3.7 61 4.7 58 3.3
Cost of equipment sold............ 883 20.9 1,338 20.9 107 8.3 563 32.2
Interest expense.................. 1,966 46.5 2,696 42.1 661 51.2 665 38.0
Selling, general and
administrative.................. 1,346 31.8 1,652 25.8 366 28.4 505 28.9
------ ----- ------ ------ ------ ------ ------ -----
Total expenses................ 4,556 107.8 5,924 92.6 1,195 92.6 1,791 102.3
------ ----- ------ ------ ------ ------ ------ -----
Income (loss) from operations..... $ (328) (7.8)% $ 473 7.4% $ 95 7.4% $ (41) (2.3)%
====== ===== ====== ====== ====== ====== ====== =====
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Finance Income from Direct Financing Leases. Finance income from direct
financing leases was $0.9 million in the three months ended March 31, 1998 and
March 31, 1997. As a percentage of revenues, finance income from direct
financing leases decreased by 19.7% to 50.8% in the three months ended March 31,
1998 from 70.5% in the three months ended March 31, 1997.
Rental Income from Operating Leases. Rental income from operating leases
was $0.1 million in the three months ended March 31, 1998 and March 31, 1997. As
a percentage of revenues, rental income from operating leases decreased by 1.2%
to 5.5% in the three months ended March 31, 1998 from 6.7% in the three months
ended March 31, 1997.
Gain on Sale of Leases. Gain on sale of leases was $0.1 million in the
three months ended March 31, 1998 and 1997. As a percentage of revenues, gain on
sale of leases decreased by 4.5% to 6.0% in the three months ended March 31,
1998 from 10.5% in the three months ended March 31, 1997.
Sales of Equipment. Income from sales of equipment increased to $0.6
million in the three months ended March 31, 1998 from $0.1 million in the three
months ended March 31, 1997, an increase of $0.5 million, or 389.1%, as a result
of increased remarketing volume and lease maturities. As a percentage of
revenues, sale of equipment increased by 25.9% to 35.8% in the three months
ended March 31, 1998 from 9.9% in the three months ended March 31, 1997.
40
<PAGE> 42
Interest and Other Income. Interest and other income, increased by $2,000,
or 6.5%, to $33,000 in the three months ended March 31, 1998 from $31,000 in the
three months ended March 31, 1997. As a percentage of revenues, interest and
other income decreased by 0.5% to 1.9% in the three months ended March 31, 1998
from 2.4% in the three months ended March 31, 1997.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases decreased to $58,000 in the three months ended
March 31, 1998 from $61,000 in the three months ended March 31, 1997, a decrease
of $3,000, or 4.9%. As a percentage of revenues, depreciation on equipment under
operating leases decreased by 1.4% to 3.3% in the three months ended March 31,
1998 from 4.7% in the three months ended March 31, 1997.
Cost of Equipment Sold. Cost of equipment sold increased to $0.6 million
in the three months ended March 31, 1998 from $0.1 million in the three months
ended March 31, 1997, an increase of $0.5 million, or 426.2%, primarily as a
result of increased remarketing volume and lease maturities. As a percentage of
revenues, cost of equipment sold increased by 23.9% to 32.2% in the three months
ended March 31, 1998 from 8.3% in the three months ended March 31, 1997.
Interest Expense. Interest expense was $0.7 million in the three months
ended March 31, 1998 and March 31, 1997. As a percentage of revenues, interest
expense decreased by 13.2% to 38.0% in the three months ended March 31, 1998
from 51.2% in the three months ended March 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $0.5 million in the three months ended March 31, 1998 from
$0.4 million in the three months ended March 31, 1997, an increase of $0.1
million, or 38.0%, primarily as a result of expenses associated with regional
expansion efforts. As a percentage of revenues, selling, general and
administrative expenses increased by 0.5% to 28.9% in the three months ended
March 31, 1998 from 28.4% in the three months ended March 31, 1997.
Income from Operations. As a result of the factors discussed above, income
from operations decreased to ($41,000) in the three months ended March 31, 1998
from $0.1 million in the three months ended March 31, 1997, a decrease of $0.1
million. As a percentage of revenues, operating income decreased by 9.7% to
(2.3%) in the three months ended March 31, 1998 from 7.4% in the three months
ended March 31, 1997.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $3.6 million in the year ended December 31, 1997
from $2.7 million in the year ended December 31, 1996, an increase of $1.0
million, or 35.9%, as a result of incremental lease originations, primarily
associated with Boulder's vendor financing programs. As a percentage of
revenues, finance income from direct financing leases decreased by 6.4% to 56.6%
in the year ended December 31, 1997 from 63.0% in the year ended December 31,
1996.
Rental Income from Operating Leases. Rental income from operating leases
decreased to $0.3 million in the year ended December 31, 1997 from $0.4 million
in the year ended December 31, 1996, a decrease of $60,000, or 14.9%, primarily
as a result of a greater number of leases maturing during the year ended
December 31, 1997. As a percentage of revenues, rental income from operating
leases decreased by 4.2% to 5.4% in the year ended December 31, 1997 from 9.6%
in the year ended December 31, 1996.
Gain on Sale of Leases. Gain on sale of leases increased to $0.7 million
in the year ended December 31, 1997 from $0.1 million in the year ended December
31, 1996, an increase of $0.6 million, or 627.0%, as a result of Boulder
originating and selling a greater number of direct financing leases. As a
percentage of revenues, gain on sale of leases increased by 9.0% to 11.4% in the
year ended December 31, 1997 from 2.4% in the year ended December 31, 1996.
Sales of Equipment. Income from sales of equipment increased to $1.5
million in the year ended December 31, 1997 from $1.0 million in the year ended
December 31, 1996, an increase of $0.5 million, or
41
<PAGE> 43
47.9%, primarily attributable to maturing of leases. As a percentage of
revenues, sale of equipment decreased by 0.5% to 23.8% in the year ended
December 31, 1997 from 24.3% in the year ended December 31, 1996.
Interest and Other Income. Interest and other income increased to $0.2
million in the year ended December 31, 1997 from $32,000 in the year ended
December 31, 1996, an increase of $0.2 million, or 481.3%, as a result of
Boulder's increased collection efforts. As a percentage of revenues, interest
and other income increased by 2.1% to 2.9% in the year ended December 31, 1997
from 0.8% in the year ended December 31, 1996.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases decreased to $0.2 million in the year ended
December 31, 1997 from $0.4 million in the year ended December 31, 1996, a
decrease of $0.1 million, or 34.1%, primarily as a result of the maturity of
operating leases. As a percentage of revenues, depreciation on equipment under
operating leases decreased by 4.8% to 3.7% in the year ended December 31, 1997
from 8.5% in the year ended December 31, 1996.
Cost of Equipment Sold. Cost of equipment sold increased to $1.3 million
in the year ended December 31, 1997 from $0.9 million in the year ended December
31, 1996, an increase of $0.5 million, or 51.5%, as a result of increased sales
of equipment, principally car washes, attributable to maturing leases. As a
percentage of revenues, cost of equipment sold was 20.9% for the years ended
December 31, 1997 and 1996.
Interest Expense. Interest expense increased to $2.7 million in the year
ended December 31, 1997 from $2.0 million in the year ended December 31, 1996,
an increase of $0.7 million, or 37.1%, primarily as a result of increased
borrowing due to the expansion of Boulder's lease portfolio. As a percentage of
revenues, interest expense decreased by 4.4% to 42.1% in the year ended December
31, 1997 from 46.5% in the year ended December 31, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $1.7 million in the year ended December 31, 1997 from $1.3
million in the year ended December 31, 1996, an increase of $0.3 million, or
22.7%, primarily as a result of hiring additional personnel and increased
professional fees, including costs associated with terminating S Corporation
status effective January 1, 1997. As a percentage of revenues, selling, general
and administrative expenses decreased by 6.0% to 25.8% in the year ended
December 31, 1997 from 31.8% in the year ended December 31, 1996.
Income (Loss) from Operations. As a result of the factors discussed above,
income (loss) from operations increased to $0.5 million in the year ended
December 31, 1997 from ($0.3) million in the year ended December 31, 1996, an
increase of $0.8 million. As a percentage of revenues, operating income
increased to 7.4% in the year ended December 31, 1997 from (7.8%) in the year
ended December 31, 1996. Boulder operated at a loss in the year ended December
31, 1996 due to expenses incurred in that year associated with the expansion of
vendor programs. This investment in 1996 resulted in increased lease
originations associated with vendor programs in the year ended December 31,
1997.
42
<PAGE> 44
CAUFF, LIPPMAN AVIATION, INC.
Cauff Lippman provides operating lease financing for used commercial jet
aircraft and aircraft engines, as well as brokering and advisory services to
domestic and foreign commercial airlines, aircraft lessors and institutional
investors and engages in the purchase and sale of aircraft for its own account.
Cauff Lippman's revenues are derived primarily from rentals of aircraft and sale
and remarketing of aircraft.
Rental income from operating leases is reported over the life of the lease
as rentals become receivable under the provisions of the lease or, in the case
of leases with varying payments, under the straight-line method over the
noncancelable term of the lease. Revenues from commissions include fees and
commissions earned from remarketing on behalf of third parties. Due in part to
the substantial purchase price of aircraft, Cauff Lippman's operating results
can fluctuate significantly, based in part on the timing of sales of aircraft
and commissions on sales of aircraft.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
--------------------------------------------------- -------------------------------
1995 1996 1997 1997 1998
--------------- --------------- --------------- -------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Rental income from operating
leases....................... $20,997 78.4% $18,517 75.0% $17,596 54.7% $4,452 90.5% $4,245 52.5%
Sales of equipment............. -- -- 40 0.2 5,725 17.8 -- -- -- --
Fees, commissions and
remarketing income........... 4,979 18.6 5,390 21.8 8,156 25.3 315 6.4 3,696 45.7
Interest and other income...... 821 3.1 749 3.0 708 2.2 152 3.1 148 1.8
------- ----- ------- ----- ------- ----- ------ ----- ------ -----
Total revenues............. 26,797 100.0 24,696 100.0 32,185 100.0 4,919 100.0 8,089 100.0
------- ----- ------- ----- ------- ----- ------ ----- ------ -----
Cost of operating leases....... 12,430 46.4 12,415 50.3 12,660 39.3 3,162 64.3 3,166 39.1
Cost of equipment sold......... -- -- 32 0.1 4,325 13.4 -- -- -- --
Interest expense............... 3,279 12.2 2,998 12.1 2,769 8.6 665 13.5 625 7.7
Selling, general and
administrative............... 2,690 10.0 3,959 16.0 4,871 15.1 953 19.4 722 8.9
------- ----- ------- ----- ------- ----- ------ ----- ------ -----
Total expenses............. 18,399 68.7 19,404 78.6 24,625 76.5 4,780 97.2 4,513 55.8
------- ----- ------- ----- ------- ----- ------ ----- ------ -----
Income from operations......... $ 8,398 31.3% $ 5,292 21.4% $ 7,560 23.5% $ 139 2.8% $3,576 44.2%
------- ----- ------- ----- ------- ----- ------ ----- ------ -----
Equity in income of
minority-owned affiliates.... $ -- $ 239 $ 219 $ 47 $ --
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Rental Income from Operating Leases. Rental income from operating leases
decreased to $4.2 million in the three months ended March 31, 1998 from $4.5
million in the three months ended March 31, 1997, a decrease of $0.2 million, or
4.6%, as a result of an extension and renegotiation of an aircraft lease. As a
percentage of revenues, rental income from operating leases decreased by 38.0%
to 52.5% in the three months ended March 31, 1998 from 90.5% in the three months
ended March 31, 1997.
Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income increased to $3.7 million in the three months ended March 31,
1998 from $0.3 million in the three months ended March 31, 1997, an increase of
$3.4 million, or 1,073.3%, as a result of the consummation of three commission
transactions in the three months ended March 31, 1998. As a percentage of
revenues, fees, commissions and remarketing income increased by 39.3% to 45.7%
in the three months ended March 31, 1998 from 6.4% in the three months ended
March 31, 1997.
Interest and Other Income. Interest and other income, which primarily
consists of interest income, decreased by $4,000, or 2.6% to $148,000 in the
three months ended March 31, 1998 from $152,000 in the three months ended March
31, 1997. As a percentage of revenues, interest and other income decreased by
1.3% to 1.8% in the three months ended March 31, 1998 from 3.1% in the three
months ended March 31, 1997.
43
<PAGE> 45
Cost of Operating Leases. Cost of operating leases was $3.2 million in the
three months ended March 31, 1998 and March 31, 1997. As a percentage of
revenues, cost of operating leases decreased by 25.2% to 39.1% in the three
months ended March 31, 1998 from 64.3% in the three months ended March 31, 1997.
Interest Expense. Interest expense decreased by $40,000, or 6.0%, to $0.6
million in the three months ended March 31, 1998 from $0.7 million in the three
months ended March 31, 1997. As a percentage of revenues, interest expense
decreased by 5.8% to 7.7% in the three months ended March 31, 1998 from 13.5% in
the three months ended March 31, 1997.
Selling, General and Administrative. Selling, general administrative
expenses decreased to $0.7 million in the three months ended March 31, 1998 from
$1.0 million in the three months ended March 31, 1997, a decrease of $0.2
million, or 24.2%, primarily as a result of increased professional fees
associated with the proposed sale of the business. As a percentage of revenues,
selling, general and administrative expenses decreased by 10.5% to 8.9% in the
three months ended March 31, 1998 from 19.4% in the three months ended March 31,
1997.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $3.6 million in the three months ended March 31,
1998 from $0.1 million in the three months ended March 31, 1997, an increase of
$3.4 million, or 2,472.7%. As a percentage of revenues, operating income
increased by 41.4% to 44.2% in the three months ended March 31, 1998 from 2.8%
in the three months ended March 31, 1997.
Equity in Income of Minority-Owned Affiliates. Equity in income of
minority-owned affiliates was zero in the three months ended March 31, 1998
compared to $47,000 in the three months ended March 31, 1997. This represents
Cauff Lippman's portion of the earnings of certain uncombined entities involved
in the sale or lease of aircraft. During the three months ended March 31, 1998,
there were no sales or leases of aircraft by the minority-owned affiliates.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Rental Income from Operating Leases. Rental income from operating leases
decreased to $17.6 million in the year ended December 31, 1997 from $18.5
million in the year ended December 31, 1996, a decrease of $0.9 million, or
5.0%, primarily due to the decrease in lease revenue associated with the
renegotiation of an aircraft lease, partially offset by the addition of certain
aircraft engines subject to lease. As a percentage of revenues, rental income
from operating leases decreased by 20.3% to 54.7% in the year ended December 31,
1997 from 75.0% in the year ended December 31, 1996.
Sales of Equipment. Income from sales of equipment increased to $5.7
million in the year ended December 31, 1997 due to the sale of a Boeing 727.
Cauff Lippman sold a nominal amount of equipment in the year ended December 31,
1996. As a percentage of revenues, income from sales of equipment increased by
17.6% to 17.8% in the year ended December 31, 1997 from 0.2% in the year ended
December 31, 1996.
Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income increased to $8.2 million in the year ended December 31, 1997
from $5.4 million in the year ended December 31, 1996, an increase of $2.8
million, or 51.3%, primarily as a result of increased commissions attributable
to sales of aircraft during the year ended December 31, 1997. As a percentage of
revenues, fees, commissions and remarketing income increased by 3.5% to 25.3% in
the year ended December 31, 1997 from 21.8% in the year ended December 31, 1996.
Interest and Other Income. Interest and other income was $0.7 million in
the years ended December 31, 1997 and 1996. As a percentage of revenues,
interest and other income decreased by 0.8% to 2.2% in the year ended December
31, 1997 from 3.0% in the year ended December 31, 1996.
Cost of Operating Leases. Cost of operating leases increased to $12.7
million in the year ended December 31, 1997 from $12.4 million in the year ended
December 31, 1996, an increase of $0.2 million, or 2.0%. As a percentage of
revenues, cost of operating leases decreased by 11.0% to 39.3% in the year ended
December 31, 1997 from 50.3% in the year ended December 31, 1996.
44
<PAGE> 46
Cost of Equipment Sold. Cost of equipment sold increased to $4.3 million
in the year ended December 31, 1997 from $32,000 in the year ended December 31,
1996, an increase of 13,415.6%, due to the purchase and sale of a Boeing 727 in
1997. As a percentage of revenues, cost of equipment sold increased by 13.3% to
13.4% in the year ended December 31, 1997 from 0.1% in the year ended December
31, 1996.
Interest Expense. Interest expense decreased to $2.8 million in the year
ended December 31, 1997 from $3.0 million in the year ended December 31, 1996, a
decrease of $0.2 million, or 7.6%, primarily due to lower average outstanding
indebtedness. As a percentage of revenues, interest expense decreased by 3.5% to
8.6% in the year ended December 31, 1997 from 12.1% in the year ended December
31, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $4.9 million in the year ended December 31, 1997 from $4.0
million in the year ended December 31, 1996, an increase of $0.9 million, or
23.0%, primarily as a result of increased professional fees associated with the
proposed sale of the business. As a percentage of revenues, selling, general and
administrative expenses decreased by 0.9% to 15.1% in the year ended December
31, 1997 from 16.0% in the year ended December 31, 1996.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $7.6 million in the year ended December 31, 1997
from $5.3 million in the year ended December 31, 1996, an increase of $2.3
million, or 42.9%. As a percentage of revenues, income from operations increased
by 2.1% to 23.5% in the year ended December 31, 1997 from 21.4% in the year
ended December 31, 1996.
Equity in Income of Minority-Owned Affiliates. Equity in income of
minority-owned affiliates was $0.2 million in the years ended December 31, 1997
and 1996. This represents Cauff Lippman's portion of the earnings of certain
unconsolidated entities involved in the sale and/or lease of aircraft.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Rental Income from Operating Leases. Rental income from operating leases
decreased to $18.5 million in the year ended December 31, 1996 from $21.0
million in the year ended December 31, 1995, a decrease of $2.5 million, or
11.8%, primarily as a result of renegotiation of aircraft leases, partially
offset by increased income from new leases of aircraft. As a percentage of
revenues, rental income from operating leases decreased by 3.4% to 75.0% in the
year ended December 31, 1996 from 78.4% in the year ended December 31, 1995.
Sales of Equipment. Income from sales of equipment amounted to $40,000 in
the year ended December 31, 1996, due to the sale of a piece of aircraft
equipment. Cauff Lippman sold no equipment in the year ended December 31, 1995.
As a percentage of revenues, income from sales of equipment was 0.2% in the year
ended December 31, 1995.
Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income increased to $5.4 million in the year ended December 31, 1996
from $5.0 million in the year ended December 31, 1995, an increase of $0.4
million, or 8.3%, primarily as a result of increased commissions attributable to
sales of aircraft during the year ended December 31, 1996. As a percentage of
revenues, fees, commissions and remarketing income increased by 3.2% to 21.8% in
the year ended December 31, 1996 from 18.6% in the year ended December 31, 1995.
Interest and Other Income. Interest and other income decreased to $0.7
million in the year ended December 31, 1996 from $0.8 million in the year ended
December 31, 1995, a decrease of $0.1 million, or 8.8%. As a percentage of
revenues, interest and other income decreased by 0.1% to 3.0% in the year ended
December 31, 1996 from 3.1% in the year ended December 31, 1995.
Cost of Operating Leases. Cost of operating leases was $12.4 million in
the years ended December 31, 1996 and 1995. As a percentage of revenues, cost of
operating leases increased by 3.9% to 50.3% in the year ended December 31, 1996
from 46.4% in the year ended December 31, 1995.
Cost of Equipment Sold. Cost of equipment sold increased to $32,000 in the
year ended December 31, 1996 from zero in the year ended December 31, 1995. As a
percentage of revenues, cost of equipment sold was 0.1% in the year ended
December 31, 1996.
45
<PAGE> 47
Interest Expense. Interest expense decreased to $3.0 million in the year
ended December 31, 1996 from $3.3 million in the year ended December 31, 1995, a
decrease of $0.3 million, or 8.6%, primarily due to lower average outstanding
indebtedness. As a percentage of revenues, interest expense decreased by 0.1% to
12.1% in the year ended December 31, 1996 from 12.2% in the year ended December
31, 1995.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $4.0 million in the year ended December 31, 1996 from $2.7
million in the year ended December 31, 1995, an increase of $1.3 million, or
47.2%, primarily as a result of increased professional fees associated with the
proposed sale of the business. As a percentage of revenues, selling, general and
administrative expenses increased by 6.0% to 16.0% in the year ended December
31, 1996 from 10.0% in the year ended December 31, 1995.
Income from Operations. As a result of the factors discussed above, income
from operations decreased to $5.3 million in the year ended December 31, 1996
from $8.4 million in the year ended December 31, 1995, a decrease of $3.1
million, or 37.0%. As a percentage of revenues, income from operations decreased
by 9.9% to 21.4% in the year ended December 31, 1996 from 31.3% in the year
ended December 31, 1995.
Equity in Income of Minority-Owned Affiliates. Equity in income of
minority-owned affiliates increased to $0.2 million in the year ended December
31, 1996 from zero in the year ended December 31, 1995. This represents Cauff
Lippman's portion of the earnings of certain unconsolidated entities involved in
the sale and/or lease of aircraft.
46
<PAGE> 48
JACOM COMPUTER SERVICES, INC.
Jacom provides lease financing for computer and telecommunications
equipment to large and middle market companies, including financial
institutions, throughout the United States. Jacom acquires equipment from many
sources and leases or sells the equipment to its customers. Jacom provides or
arranges to provide installation, maintenance and modification of the equipment.
Jacom funds the equipment purchases through borrowings and either holds the
leases for its own account or sells the future lease stream to financial
institutions.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------------------------------------- ----------------------------------
1995 1996 1997 1997 1998
---------------- ---------------- --------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from
direct financing and
sales-type leases.... $ 9,184 11.1% $ 9,337 12.7% $ 8,377 9.3% $2,412 11.8% $ 1,808 4.7%
Rental income from
operating leases..... 11,416 13.9 13,304 18.1 16,531 18.4 3,908 19.1 3,733 9.7
Gain on sale of
leases............... -- -- -- -- 472 0.5 98 0.5 85 0.2
Sales of equipment..... 60,867 73.9 49,123 67.0 62,897 69.8 13,752 67.1 32,583 84.7
Interest and other
income............... 927 1.1 1,554 2.1 1,794 2.0 312 1.5 252 0.7
------- ----- ------- ----- ------- ----- ------ ----- ------- -----
Total revenues..... 82,394 100.0 73,318 100.0 90,071 100.0 20,482 100.0 38,461 100.0
------- ----- ------- ----- ------- ----- ------ ----- ------- -----
Depreciation on
equipment under
operating leases..... 4,512 5.5 5,831 8.0 6,448 7.2 1,403 6.8 1,492 3.9
Cost of equipment
sold................. 53,382 64.8 43,473 59.3 47,914 53.2 11,999 58.6 22,442 58.4
Interest expense....... 5,824 7.1 5,586 7.6 4,645 5.2 1,575 7.7 764 2.0
Selling, general and
administrative....... 11,797 14.3 11,082 15.1 13,183 14.6 2,818 13.8 5,199 13.5
------- ----- ------- ----- ------- ----- ------ ----- ------- -----
Total expenses..... 75,515 91.7 65,972 90.0 72,190 80.1 17,795 86.9 29,897 77.7
------- ----- ------- ----- ------- ----- ------ ----- ------- -----
Income from
operations........... $ 6,879 8.3% $ 7,346 10.0% $17,881 19.9% $2,687 13.1% 8,564 22.3%
======= ===== ======= ===== ======= ===== ====== ===== ======= =====
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Finance Income from Direct Financing and Sales-Type Leases. Finance income
from direct financing and sales-type leases decreased to $1.8 million in the
three months ended March 31, 1998 from $2.4 million in the three months ended
March 31, 1997, a decrease of $0.6 million, or 25.0%, primarily as a result of
sales of future lease payments. As a percentage of revenues, finance income from
direct financing and sales-type leases decreased by 7.1% to 4.7% in the three
months ended March 31, 1998 from 11.8% in the three months ended March 31, 1997.
Rental Income from Operating Leases. Rental income from operating leases
decreased to $3.7 million in the three months ended March 31, 1998 from $3.9
million in the three months ended March 31, 1997, a decrease of $0.2 million, or
4.5%, primarily as a result of a decrease in the amount of equipment under
operating leases. As a percentage of revenues, rental income from operating
leases decreased by 9.4% to 9.7% in the three months ended March 31, 1998 from
19.1% in the three months ended March 31, 1997.
Gain on Sale of Leases. Gain on sale of leases decreased by $13,000, or
13.3% to $85,000 in the three months ended March 31, 1998 from $98,000 in the
three months ended March 31, 1997. As a percentage of revenues, gain on sale of
leases decreased by 0.3% to 0.2% in the three months ended March 31, 1998 from
0.5% in the three months ended March 31, 1997.
Sales of Equipment. Income from sales of equipment, which included income
from the configuration by Jacom of equipment sold to its customers, increased to
$32.6 million in the three months ended March 31, 1998 from $13.8 million in the
three months ended March 31, 1997, an increase of $18.8 million, or 136.9%,
primarily as a result of the increased customer demand for specifically
configured high technology equipment.
47
<PAGE> 49
Approximately $15.0 million of this increase related to one customer, of which
approximately $4.3 million was for services performed relating to the equipment
obtained by that customer. As a percentage of revenues, sales of equipment
increased by 17.6% to 84.7% in the three months ended March 31, 1998 from 67.1%
in the three months ended March 31, 1997.
Interest and Other Income. Interest and other income, which includes
maintenance fees, freight on delivery of equipment and installation fees,
decreased by $60,000, or 19.2%, to $0.3 million, primarily as a result of the
expiration of a significant maintenance contract upon expiration of the lease
for the underlying equipment. As a percentage of revenues, interest and other
income decreased by 0.8% to 0.7% in the three months ended March 31, 1998 from
1.5% in the three months ended March 31, 1997.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $1.5 million in the three months
ended March 31, 1998 from $1.4 million in the three months ended March 31, 1997,
an increase of $0.1 million, or 6.3%. As a percentage of revenues, depreciation
on equipment under operating leases decreased by 2.9% to 3.9% in the three
months ended March 31, 1998 from 6.8% in the three months ended March 31, 1997.
Cost of Equipment Sold. Cost of equipment sold increased to $22.4 million
in the three months ended March 31, 1998 from $12.0 million in the three months
ended March 31, 1997, an increase of $10.4 million, or 87.0%, primarily as a
result of an increased volume in sales of equipment. As a percentage of
revenues, cost of equipment sold decreased by 0.2% to 58.4% in the three months
ended March 31, 1998 from 58.6% in the three months ended March 31, 1997.
Interest Expense. Interest expense decreased to $0.8 million in the three
months ended March 31, 1998 from $1.6 million in the three months ended March
31, 1997, a decrease of $0.8 million, or 51.5%, primarily as a result of a
reduction in borrowings outstanding due to leases sold. As a percentage of
revenues, interest expense decreased by 5.7% to 2.0% in the three months ended
March 31, 1998 from 7.7% in the three months ended March 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $5.2 million in the three months ended March 31, 1998 from
$2.8 million in the three months ended March 31, 1997, an increase of $2.4
million, or 84.5%, primarily as a result of increased commissions and the
payment of a fee upon termination of a consulting arrangement, which was
required to be terminated pursuant to the terms of the Jacom Merger Agreement.
As a percentage of revenues, selling, general and administrative expenses
decreased by 0.3% to 13.5% in the three months ended March 31, 1998 from 13.8%
in the three months ended March 31, 1997.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $8.6 million in the three months ended March 31,
1998 from $2.7 million in the three months ended March 31, 1997, an increase of
$5.9 million, or 218.7%. As a percentage of revenues, operating income increased
by 9.2% to 22.3% in the three months ended March 31, 1998 from 13.1% in the
three months ended March 31, 1997.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Finance Income from Direct Financing and Sales-Type Leases. Finance income
from direct financing and sales-type leases decreased to $8.4 million in the
year ended December 31, 1997 from $9.3 million in the year ended December 31,
1996, a decrease of $1.0 million, or 10.3%, primarily as a result of sales of
future lease payments. As a percentage of revenues, finance income from direct
financing and sales-type leases decreased by 3.4% to 9.3% in the year ended
December 31, 1997 from 12.7%.
Rental Income from Operating Leases. Rental income from operating leases
increased to $16.5 million in the year ended December 31, 1997 from $13.3
million in the year ended December 31, 1996, an increase of $3.2 million, or
24.3%, primarily as a result of an increase in the number of operating leases.
As a percentage of revenues, rental income from operating leases increased by
0.3% to 18.4% in the year ended December 31, 1997 from 18.1% in the year ended
December 31, 1996.
Gain on Sale of Leases. During 1997, Jacom sold $44.5 million of future
lease payments, resulting in a gain of $0.5 million. As a percentage of
revenues, gain on sale of leases was 0.5% in the year ended December 31, 1997.
48
<PAGE> 50
Sales of Equipment. Income from sales of equipment increased to $62.9
million in the year ended December 31, 1997 from $49.1 million in the year ended
December 31, 1996, an increase of $13.8 million, or 28.0%, primarily as a result
of customer demand for specifically configured high technology equipment. As a
percentage of revenues, sales of equipment increased by 2.8% to 69.8% in the
year ended December 31, 1997 from 67.0% in the year ended December 31, 1996.
Interest and Other Income. Interest and other income increased to $1.8
million in the year ended December 31, 1997 from $1.6 million in the year ended
December 31, 1996, an increase of $0.2 million or 15.4%, as a result of
increased interest income attributable to higher levels of cash balances
invested and an increase in consulting, installation and freight fees, due to
the increased volume of sales in the year ended December 31, 1996. As a
percentage of revenues, interest and other income decreased by 0.1% to 2.0% in
the year ended December 31, 1997 from 2.1% in the year ended December 31, 1996.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $6.4 million in the year ended
December 31, 1997 from $5.8 million in the year ended December 31, 1996, an
increase of $0.6 million, or 10.6%, primarily as a result of an increase in the
amount of equipment held subject to lease. As a percentage of revenues,
depreciation on equipment under operating leases decreased by 0.8% to 7.2% in
the year ended December 31, 1997 from 8.0% in the year ended December 31, 1996.
Cost of Equipment Sold. Cost of equipment sold increased to $47.9 million
in the year ended December 31, 1997 from $43.5 million in the year ended
December 31, 1996, an increase of $4.4 million, or 10.2%, primarily as a result
of the increase in sales of equipment. As a percentage of revenues, cost of
equipment sold decreased by 6.1% to 53.2% in the year ended December 31, 1997
from 59.3% in the year ended December 31, 1996. This decrease was caused by
Jacom's revision of the rates used for estimating values for leases originated
in 1997 as compared to rates used in prior years, which revision resulted in
cost of equipment sold being $1.9 million lower than if the rates had not been
revised.
Interest Expense. Interest expense decreased to $4.6 million in the year
ended December 31, 1997 from $5.6 million in the year ended December 31, 1996, a
decrease of $0.9 million, or 16.8%, primarily as a result of a reduction in
borrowings outstanding due to leases sold. As a percentage of revenues, interest
expense decreased by 2.4% to 5.2% in year ended December 31, 1997 from 7.6% in
the year ended December 31, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $13.2 million in the year ended December 31, 1997 from
$11.1 million in the year ended December 31, 1996, an increase of $2.1 million,
or 19.0%, primarily as a result of salary increases to existing employees and
the hiring of additional personnel necessary to support the expansion of the
business. As a percentage of revenues, selling, general and administrative
expenses decreased by 0.5% to 14.6% in the year ended December 31, 1997 from
15.1% in the year ended December 31, 1996.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $17.9 million in the year ended December 31, 1997
from $7.3 million in the year ended December 31, 1996, an increase of $10.5
million, or 143.4%. As a percentage of revenues, income from operations
increased by 9.9% to 19.9% in the year ended December 31, 1997 from 10.0% in the
year ended December 31, 1996.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Finance Income from Direct Financing and Sales-Type Leases. Finance income
from direct financing and sales-type leases increased to $9.3 million in the
year ended December 31, 1996 from $9.2 million in the year ended December 31,
1995, an increase of $0.2 million, or 1.7%, primarily as a result of the timing
of financings during 1996. As a percentage of revenues, finance income from
direct financing and sales-type leases increased by 1.6% to 12.7% in the year
ended December 31, 1996 from 11.1% in the year ended December 31, 1995.
Rental Income from Operating Leases. Rental income from operating leases
increased to $13.3 million in the year ended December 31, 1996 from $11.4
million in the year ended December 31, 1995, an increase of $1.9 million, or
16.5%, primarily as a result of increased volume of lease originations. As a
percentage of revenues, rental income from operating leases increased by 4.2% to
18.1% in the year ended December 31, 1996 from 13.9% in the year ended December
31, 1995.
49
<PAGE> 51
Gain on Sale of Leases. Gain on sale of leases was zero in the years ended
December 31, 1996 and 1995.
Sales of Equipment. Income from sales of equipment decreased to $49.1
million in the year ended December 31, 1996 from $60.9 million in the year ended
December 31, 1995, a decrease of $11.7 million, or 19.3% primarily as a result
of increased customer demand for operating leases and the cyclical nature of
replacement schedules for customer equipment acquisitions. As a percentage of
revenues, income from sales of equipment decreased by 6.9% to 67.0% in the year
ended December 31, 1996 from 73.9% in the year ended December 31, 1995.
Interest and Other Income. Interest and other income increased to $1.6
million in the year ended December 31, 1996 from $0.9 million in the year ended
December 31, 1995, an increase of $0.6 million or 67.6%, primarily as a result
of an increase in fees resulting from services provided to existing lease
customers. As a percentage of revenues, interest and other income increased by
1.0% to 2.1% in the year ended December 31, 1996 from 1.1% in the year ended
December 31, 1995.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $5.8 million in the year ended
December 31, 1996 from $4.5 million in the year ended December 31, 1995, an
increase of $1.3 million, or 29.2%, primarily as a result of an increase in the
amount of equipment held subject to operating leases. As a percentage of
revenues, depreciation on equipment under operating leases increased by 2.5% to
8.0% in the year ended December 31, 1996 from 5.5% in the year ended December
31, 1995.
Cost of Equipment Sold. Cost of equipment sold decreased to $43.5 million
in the year ended December 31, 1996 from $53.4 million in the year ended
December 31, 1995, a decrease of $9.9 million, or 18.6%, primarily as a result
of a decrease in sales of equipment. As a percentage of revenues, cost of
equipment sold decreased by 5.5% to 59.3% in the year ended December 31, 1996
from 64.8% in the year ended December 31, 1995.
Interest Expense. Interest expense decreased to $5.6 million in the year
ended December 31, 1996 from $5.8 million in the year ended December 31, 1995, a
decrease of $0.2 million, or 4.1%, primarily as a result of lower average
outstanding borrowings. As a percentage of revenues, interest expense increased
by 0.5% to 7.6% in year ended December 31, 1996 from 7.1% in the year ended
December 31, 1995.
Selling, General and Administrative. Selling, general and administrative
expenses decreased to $11.1 million in the year ended December 31, 1996 from
$11.8 million in the year ended December 31, 1995, a decrease of $0.7 million,
or 6.1%, primarily as a result of decreased commissions due to origination of
fewer sales-type leases. As a percentage of revenues, selling, general and
administrative expenses increased by 0.8% to 15.1% in the year ended December
31, 1996 from 14.3% in the year ended December 31, 1995.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $7.3 million in the year ended December 31, 1996
from $6.9 million in the year ended December 31, 1995, an increase of $0.5
million, or 6.8%. As a percentage of revenues income from operations increased
by 1.7% to 10.0% in the year ended December 31, 1996 from 8.3% in the year ended
December 31, 1995.
50
<PAGE> 52
K.L.C., INC.
Keystone provides lease financing for a variety of equipment, primarily
tractor trailers, embroidery machines and construction equipment to companies
throughout the United States. Upon origination, Keystone either retains the
lease for its portfolio, or sells the lease to a third party, while retaining
the servicing responsibility.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------------------------------- -------------------------------
1995 1996 1997 1997 1998
-------------- --------------- -------------- -------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing leases........... $5,688 74.8% $ 7,967 52.2% $7,573 84.2% $1,424 80.7% $2,335 79.6%
Gain on sale of leases....... -- -- 5,363 35.2 -- -- -- -- -- --
Fees, commissions and
remarketing income......... 1,652 21.7 1,338 8.8 772 8.6 195 11.1 340 11.6
Other income................. 267 3.5 579 3.8 648 7.2 145 8.2 257 8.8
------ ----- ------- ----- ------ ----- ------ ----- ------ -----
Total revenues........... 7,607 100.0 15,247 100.0 8,993 100.0 1,764 100.0 2,932 100.0
------ ----- ------- ----- ------ ----- ------ ----- ------ -----
Interest expense............. 2,173 28.5 2,823 18.5 2,458 27.2 393 22.3 831 28.3
Selling, general and
administrative............. 3,405 44.8 3,764 24.7 4,842 53.8 930 52.7 928 31.7
------ ----- ------- ----- ------ ----- ------ ----- ------ -----
Total expenses........... 5,578 73.3 6,587 43.2 7,300 81.2 1,323 75.0 1,759 60.0
------ ----- ------- ----- ------ ----- ------ ----- ------ -----
Income from operations....... $2,029 26.7% $ 8,660 56.8% $1,693 18.8% $ 441 25.0% $1,173 40.0%
====== ===== ======= ===== ====== ===== ====== ===== ====== =====
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $2.3 million in the three months ended March 31,
1998 from $1.4 million in the three months ended March 31, 1997, an increase of
$0.9 million, or 64.0%, as a result of an increase in direct financing leases
held. As a percentage of revenues, finance income from direct financing leases
decreased by 1.1% to 79.6% in the three months ended March 31, 1998 from 80.7%
in the three months ended March 31, 1997.
Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income, which includes servicing income for the leases sold by
Keystone and remarketing of equipment, increased to $0.3 million in the three
months ended March 31, 1998 from $0.2 million in the three months ended March
31, 1997, an increase of $0.1 million, or 74.4%, primarily as a result of an
increase in service fee income on leases sold. As a percentage of revenues,
fees, commissions and remarketing income increased by 0.5% to 11.6% in the three
months ended March 31, 1998 from 11.1% in the three months ended March 31, 1997.
Other Income. Other income, which includes late fees, increased to $0.3
million in the three months ended March 31, 1998 from $0.1 million in the three
months ended March 31, 1997, an increase of $0.1 million, or 77.2%, primarily as
a result of an increase in direct financing leases held. As a percentage of
revenues, other income increased by 0.6% to 8.8% in the three months ended March
31, 1998 from 8.2% in the three months ended March 31, 1997.
Interest Expense. Interest expense increased to $0.8 million in the three
months ended March 31, 1998 from $0.4 million in the three months ended March
31, 1997, an increase of $0.4 million, or 111.5%, primarily as a result of an
increase in borrowings associated with an increase in direct financing leases
held. As a percentage of revenues, interest expense increased by 6.0% to 28.3%
in the three months ended March 31, 1998 from 22.3% in the three months ended
March 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses were $0.9 million in the three months ended March 31, 1998 and 1997. As
a percentage of revenues, selling, general and administrative expenses decreased
by 21.0% to 31.7% in the three months ended March 31, 1998 from 52.7% in the
three months ended March 31, 1997.
51
<PAGE> 53
Income from Operations. As a result of the factors discussed above, income
from operations increased to $1.2 million in the three months ended March 31,
1998 from $0.4 million in the three months ended March 31, 1997, an increase of
$0.7 million, or 166.0%. As a percentage of revenues, operating income increased
by 15.0% to 40.0% in the three months ended March 31, 1998 from 25.0% in the
three months ended March 31, 1997.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Finance Income from Direct Financing Leases. Finance income from direct
financing leases decreased to $7.6 million in the year ended December 31, 1997
from $8.0 million in the year ended December 31, 1996, a decrease of $0.4
million, or 4.9%, primarily as a result of a decrease in the number of leases
held by Keystone due to the sale of a significant portion of the portfolio to a
third party in October 1996. As a percentage of revenues, finance income from
direct financing leases increased by 32.0% to 84.2% in the year ended December
31, 1997 from 52.2% in the year ended December 31, 1996.
Gain on Sale of Leases. Gain on sale of leases decreased to zero in the
year ended December 31, 1997 from $5.4 million in the year ended December 31,
1996. As a percentage of revenues, gain on sale of leases was 35.2% in the year
ended December 31, 1996.
Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income, which includes servicing income for the leases sold by
Keystone and remarketing of equipment, decreased to $0.8 million in the year
ended December 31, 1997 from $1.3 million in the year ended December 31, 1996, a
decrease of $0.6 million, or 42.3%, due to a decrease in the number of leases
serviced and equipment remarketed. Leases for which servicing ceased were
principally contained in portfolios sold in 1992 and 1994, for which Keystone
had retained servicing rights. As a percentage of revenues, fees, commissions
and remarketing income decreased by 0.2% to 8.6% in the year ended December 31,
1997 from 8.8% in the year ended December 31, 1996.
Other Income. Other income, which includes late fees, increased by
$69,000, or 11.9% to $0.6 million in the year ended December 31, 1997. As a
percentage of revenues, other income increased by 3.4% to 7.2% in the year ended
December 31, 1997 from 3.8% in the year ended December 31, 1996.
Interest Expense. Interest expense decreased to $2.5 million in the year
ended December 31, 1997 from $2.8 million in the year ended December 31, 1996, a
decrease of $0.4 million, or 12.9%, primarily as a result of the repayment of
borrowings associated with the leases sold by Keystone in October 1996. As a
percentage of revenues, interest expense increased by 8.8% to 27.3% in the year
ended December 31, 1997 from 18.5% in the year ended December 31, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $4.8 million in the year ended December 31, 1997 from $3.8
million in the year ended December 31, 1996, an increase of $1.1 million, or
28.6%, primarily as a result of a higher provision for lease losses and higher
professional fees associated with collection of delinquent leases and general
corporate matters. As a percentage of revenues, selling, general and
administrative expenses increased by 29.1% to 53.8% in the year ended December
31, 1997 from 24.7% in the year ended December 31, 1996.
Income from Operations. As a result of the factors discussed above,
principally the absence of gain on sale of leases in 1997 and the increase in
selling, general and administrative expenses over 1996, income from operations
decreased to $1.7 million in the year ended December 31, 1997 from $8.7 million
in the year ended December 31, 1996, a decrease of $7.0 million, or 80.5%. As a
percentage of revenues, income from operations decreased by 38.0% to 18.8% in
the year ended December 31, 1997 from 56.8% in the year ended December 31, 1996.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $8.0 million in the year ended December 31, 1996
from $5.7 million in the year ended December 31, 1995, an increase of $2.3
million, or 40.1%, primarily as a result of increased lease originations. As a
percentage of revenues, finance income from direct financing leases decreased by
22.6% to 52.2% in the year ended December 31, 1996 from 74.8% in the year ended
December 31, 1995.
Gain on Sale of Leases. Gain on sale of leases increased to $5.4 million
in the year ended December 31, 1996 from zero in the year ended December 31,
1995, as a result of the sale of a portion of Keystone's portfolio
52
<PAGE> 54
to a third party. As a percentage of revenues, gain on sale of leases was 35.2%
in the year ended December 31, 1996.
Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income decreased to $1.3 million in the year ended December 31, 1996
from $1.7 million in the year ended December 31, 1995, a decrease of $0.3
million, or 19.0%, due to a decrease in the number of leases serviced and a
decline in remarketing of equipment. Leases for which servicing ceased were
principally contained in portfolios sold in 1992 and 1994, for which Keystone
had retained servicing rights. As a percentage of revenues, fees, commissions
and remarketing income decreased by 12.9% to 8.8% in the year ended December 31,
1996 from 21.7% in the year ended December 31, 1995.
Other Income. Other income increased to $0.6 million in the year ended
December 31, 1996 from $0.3 million in the year ended December 31, 1995, an
increase of $0.3 million, or 116.9%, primarily as a result of increased
collection of late fees. As a percentage of revenues, other income increased by
0.3% to 3.8% in the year ended December 31, 1996 from 3.5% in the year ended
December 31, 1995.
Interest Expense. Interest expense increased to $2.8 million in the year
ended December 31, 1996 from $2.2 million in the year ended December 31, 1995,
an increase of $0.7 million, or 29.9%, primarily as a result of higher
outstanding average borrowings during the year ended December 31, 1996,
associated with the increase in the leases held by Keystone, until the sale of a
portion of the portfolio in October 1996. As a percentage of revenues, interest
expense decreased by 10.1% to 18.5% in the year ended December 31, 1996 from
28.6% in the year ended December 31, 1995.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $3.8 million in the year ended December 31, 1996 from $3.4
million in the year ended December 31, 1995, an increase of $0.4 million, or
10.5%, as a result of increased professional fees, principally associated with
the sale of a portion of Keystone's lease portfolio. As a percentage of
revenues, selling, general and administrative expenses decreased by 20.1% to
24.7% in the year ended December 31, 1996 from 44.8% in the year ended December
31, 1995.
Income from Operations. As a result of the factors discussed above,
principally the gain on sale associated with the sale of a portion of Keystone's
lease portfolio, income from operations increased to $8.7 million in the year
ended December 31, 1996 from $2.0 million in the year ended December 31, 1995,
an increase of $6.6 million, or 326.8%. As a percentage of revenues, income from
operations increased by 30.1% to 56.8% in the year ended December 31, 1996 from
26.7% in the year ended December 31, 1995.
53
<PAGE> 55
MATRIX FUNDING CORPORATION
Matrix provides lease financing for a variety of equipment, primarily
computer, communication and electronic equipment, to companies throughout the
United States. Matrix originates the majority of its leases through its
telesales program. Matrix originates both direct financing leases and operating
leases. Upon origination, Matrix either sells the lease on a non-recourse basis,
or retains it for its own portfolio.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, NINE MONTHS ENDED MARCH 31,
--------------------------------------------------- ---------------------------------
1995 1996 1997 1997 1998
--------------- --------------- --------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing and leveraged leases... $ 1,376 29.2% $ 2,331 47.4% $ 6,705 72.5% $ 4,716 75.6% $ 7,694 75.2%
Rental income from operating
leases........................... 1,098 23.3 1,062 21.6 985 10.7 626 10.0 655 6.4
Gain on sale of leases............. 1,729 36.7 1,034 21.0 1,070 11.6 595 9.5 1,511 14.8
Remarketing income................. 333 7.1 156 3.2 335 3.6 200 3.2 236 2.3
Other income....................... 173 3.7 333 6.8 148 1.6 99 1.6 138 1.3
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total revenues............. 4,709 100.0 4,916 100.0 9,243 100.0 6,236 100.0 10,234 100.0
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Depreciation on equipment under
operating leases................. 897 19.0 805 16.4 835 9.0 524 8.4 552 5.4
Interest expense................... 506 10.7 765 15.6 2,773 30.0 1,796 28.8 3,280 32.1
Selling, general and
administrative................... 2,686 57.0 2,885 58.7 3,849 41.6 2,669 42.8 3,127 30.6
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total expenses............. 4,089 86.8 4,455 90.6 7,457 80.7 4,989 80.0 6,959 68.0
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Income from operations............. $ 620 13.2% $ 461 9.4% $ 1,786 19.3% $ 1,247 20.0% $ 3,275 32.0%
======= ===== ======= ===== ======= ===== ======= ===== ======= =====
</TABLE>
Nine Months Ended March 31, 1998 Compared to Nine Months Ended March 31, 1997
Finance Income from Direct Financing and Leveraged Leases. Finance income
from direct financing and leveraged leases increased to $7.7 million in the nine
months ended March 31, 1998 from $4.7 million in the nine months ended March 31,
1997, an increase of $3.0 million, or 63.1%, as a result of Matrix retaining a
greater number of the leases it originated for its own account, as well as an
increased volume of lease originations due to the hiring of additional telesales
representatives and increased originations from existing telesales
representatives. As a percentage of revenues, finance income from direct
financing and leveraged leases decreased by 0.4% to 75.2% in the nine months
ended March 31, 1998 from 75.6% in the nine months ended March 31, 1997.
Rental Income from Operating Leases. Rental income from operating leases
increased by $29,000, or 4.6%, to $0.7 million in the nine months ended March
31, 1998 from $0.6 million in the nine months ended March 31, 1997. As a
percentage of revenues, rental income from operating leases decreased by 3.6% to
6.4% in the nine months ended March 31, 1998 from 10.0% in the nine months ended
March 31, 1997.
Gain on Sale of Leases. Gain on sale of leases increased to $1.5 million
in the nine months ended March 31, 1998 from $0.6 million in the nine months
ended March 31, 1997, an increase of $0.9 million, or 153.9%, as a result of
increased lease originations due to the hiring of additional telesales
representatives and increased originations from existing telesales
representatives. As a percentage of revenues, gain on sale of leases increased
by 5.3% to 14.8% in the nine months ended March 31, 1998 from 9.5% in the nine
months ended March 31, 1997.
Remarketing Income. Remarketing income increased by $36,000, or 18.0%, to
$0.2 million in the nine months ended March 31, 1998. As a percentage of
revenues, remarketing income decreased by 0.9% to 2.3% in the nine months ended
March 31, 1998 from 3.2% in the nine months ended March 31, 1997.
54
<PAGE> 56
Other Income. Other income, increased by $39,000, or 39.4%, to $0.1
million in the nine months ended March 31, 1998, primarily as a result of
increased volume of lease originations. As a percentage of revenues, other
income decreased by 0.3% to 1.3% in the nine months ended March 31, 1998 from
1.6% in the nine months ended March 31, 1997.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased by $28,000, or 5.3%, to $0.6 million
in the nine months ended March 31, 1998 from $0.5 million in the nine months
ended March 31, 1997. As a percentage of revenues, depreciation on equipment
under operating leases decreased by 3.0% to 5.4% in the nine months ended March
31, 1998 from 8.4% in the nine months ended March 31, 1997.
Interest Expense. Interest expense increased to $3.3 million in the nine
months ended March 31, 1998 from $1.8 million in the nine months ended March 31,
1997, an increase of $1.5 million, or 82.6%, primarily as a result of increased
borrowings associated with Matrix retaining a greater number of the leases it
originated. As a percentage of revenues, interest expense increased by 3.3% to
32.1% in the nine months ended March 31, 1998 from 28.8% in the nine months
ended March 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $3.1 million in the nine months ended March 31, 1998 from
$2.7 million in the nine months ended March 31, 1997, an increase of $0.5
million, or 17.2%, primarily as a result of the hiring of additional telesales
representatives and additional support staff. As a percentage of revenues,
selling, general and administrative expenses decreased by 12.2% to 30.6% in the
nine months ended March 31, 1998 from 42.8% in the nine months ended March 31,
1997.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $3.3 million in the nine months ended March 31,
1998 from $1.2 million in the nine months ended March 31, 1997, an increase of
$2.0 million, or 162.6%. As a percentage of revenues, operating income increased
by 12.0% to 32.0% in the nine months ended March 31, 1998 from 20.0% in the nine
months ended March 31, 1997.
Year Ended June 30, 1997 Compared to Year Ended June 30, 1996
Finance Income from Direct Financing and Leveraged Leases. Finance income
from direct financing and leveraged leases increased to $6.7 million in the year
ended June 30, 1997 from $2.3 million in the year ended June 30, 1996, an
increase of $4.4 million, or 187.6%, primarily as a result of Matrix retaining a
greater number of the leases that it originated for its own account, as well as
an increased volume of lease originations due to the hiring of additional
telesales representatives and increased originations from existing telesales
representatives. As a percentage of revenues, finance income from direct
financing and leveraged leases increased by 25.1% to 72.5% in the year ended
June 30, 1997 from 47.4% in the year ended June 30, 1996.
Rental Income from Operating Leases. Rental income from operating leases
decreased to $1.0 million in the year ended June 30, 1997 from $1.1 million in
the year ended June 30, 1996, a decrease of $77,000, or 7.2%, as a result of new
lease originations consisting primarily of direct financing leases. As a
percentage of revenues, rental income from operating leases decreased by 10.9%
to 10.7% in the year ended June 30, 1997 from 21.6% in the year ended June 30,
1996.
Gain on Sale of Leases. Gain on sale of leases increased to $1.1 million
in the year ended June 30, 1997 from $1.0 million in the year ended June 30,
1996, an increase of $36,000 or 3.5%. As a percentage of revenues, gain on sale
of leases decreased by 9.4% to 11.6% in the year ended June 30, 1997 from 21.0%
in the year ended June 30, 1996.
Remarketing Income. Remarketing income increased to $0.3 million in the
year ended June 30, 1997 from $0.2 million in the year ended June 30, 1996, an
increase of $0.2 million, or 115.6%, primarily as a result of an increase in
lease expirations for leases sold to third parties in which Matrix retained
remarketing rights. As a percentage of revenues, remarketing income increased by
0.4% to 3.6% in the year ended June 30, 1997 from 3.2% in the year ended June
30, 1996.
55
<PAGE> 57
Other Income. Other income decreased to $0.1 million in the year ended
June 30, 1997 from $0.3 million in the year ended June 30, 1996, a decrease of
$0.2 million, or 55.6%. As a percentage of revenues, other income decreased by
5.2% to 1.6% in the year ended June 30, 1997 from 6.8% in the year ended June
30, 1996.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases was $0.8 million in the years ended June 30,
1997 and 1996. As a percentage of revenues, depreciation on equipment under
operating leases decreased by 7.4% to 9.0% in the year ended June 30, 1997 from
16.4% in the year ended June 30, 1996.
Interest Expense. Interest expense increased to $2.8 million in the year
ended June 30, 1997 from $0.8 million in the year ended June 30, 1996, an
increase of $2.0 million, or 262.5%, as a result of increased borrowing
associated with Matrix retaining a greater number of the leases that it
originated. As a percentage of revenues, interest expense increased by 14.4% to
30.0% in the year ended June 30, 1997 from 15.6% in the year ended June 30,
1996.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $3.8 million in the year ended June 30, 1997 from $2.9
million in the year ended June 30, 1996, an increase of $1.0 million, or 33.4%,
primarily as a result of the expanded implementation of the telesales program,
including hiring of additional telesales representatives, increased expenses,
including telephone expenses, and an increased allowance for bad debts, due to
the greater number of leases retained by Matrix. As a percentage of revenues,
selling, general and administrative expenses decreased by 17.1% to 41.6% in the
year ended June 30, 1997 from 58.7% in the year ended June 30, 1996.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $1.8 million in the year ended June 30, 1997 from
$0.5 million in the year ended June 30, 1996, an increase of $1.3 million, or
287.1%. As a percentage of revenues, income from operations increased by 9.9% to
19.3% in the year ended June 30, 1997 from 9.4% in the year ended June 30, 1996.
Year Ended June 30, 1996 Compared to Year Ended June 30, 1995
Finance Income from Direct Financing and Leveraged Leases. Finance income
from direct financing and leveraged leases increased to $2.3 million in the year
ended June 30, 1996 from $1.4 million in the year ended June 30, 1995, an
increase of $1.0 million, or 69.6%, primarily as a result of Matrix retaining a
greater number of the leases that it originated for its own account, as well as
an increased volume of lease originations due to the hiring of additional
telesales representatives and increased originations from existing telesales
representatives. As a percentage of revenues, finance income from direct
financing and leveraged leases increased by 18.2% to 47.4% in the year ended
June 30, 1996 from 29.2% in the year ended June 30, 1995.
Rental Income from Operating Leases. Rental income from operating leases
was $1.1 million in the years ended June 30, 1996 and 1995. As a percentage of
revenues, rental income from operating leases decreased by 1.7% to 21.6% in the
year ended June 30, 1996 from 23.3% in the year ended June 30, 1995.
Gain on Sale of Leases. Gain on sale of leases decreased to $1.0 million
in the year ended June 30, 1996 from $1.7 million in the year ended June 30,
1995, a decrease of $0.7 million, or 40.2%. As a percentage of revenues, gain on
sale of leases decreased by 15.7% to 21.0% in the year ended June 30, 1996 from
36.7% in the year ended June 30, 1995.
Remarketing Income. Remarketing income decreased to $0.2 million in the
year ended June 30, 1996 from $0.3 million in the year ended June 30, 1995, a
decrease of $0.2 million, or 53.3%, attributable to several significant
remarketings on behalf of investors in the year ended June 30, 1995. As a
percentage of revenues, remarketing income decreased by 3.9% to 3.2% in the year
ended June 30, 1996 from 7.1% in the year ended June 30, 1995.
56
<PAGE> 58
Other Income. Other income increased to $0.3 million in the year ended
June 30, 1996 from $0.2 million in the year ended June 30, 1995, an increase of
$0.2 million, or 92.8%. As a percentage of revenues, other income increased by
3.1% to 6.8% in the year ended June 30, 1996 from 3.7% in the year ended June
30, 1995.
Depreciation on Equipment Under Operating Leases. Depreciation on
equipment under operating leases decreased to $0.8 million in the year ended
June 30, 1996 from $0.9 million in the year ended June 30, 1995, a decrease of
$0.1 million, or 10.3%, primarily as a result of Matrix originating primarily
direct financing leases. As a percentage of revenues, depreciation on equipment
under operating leases decreased by 2.6% to 16.4% in the year ended June 30,
1996 from 19.0% in the year ended June 30, 1995.
Interest Expense. Interest expense increased to $0.8 million in the year
ended June 30, 1996 from $0.5 million in the year ended June 30, 1995, an
increase of $0.3 million, or 51.3%, as a result of increased borrowing
associated with Matrix retaining a greater number of the leases that it
originated. As a percentage of revenues, interest expense increased by 4.9% to
15.6% in the year ended June 30, 1996 from 10.7% in the year ended June 30,
1995.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $2.9 million in the year ended June 30, 1996 from $2.7
million in the year ended June 30, 1995, an increase of $0.2 million, or 7.4%,
primarily as a result of the hiring of additional personnel, principally
telesales representatives. As a percentage of revenues, selling, general and
administrative expenses increased by 1.7% to 58.7% in the year ended June 30,
1996 from 57.0% in the year ended June 30, 1995.
Income from Operations. As a result of the factors discussed above, income
from operations decreased to $0.5 million in the year ended June 30, 1996 from
$0.6 million in the year ended June 30, 1995, a decrease of $0.2 million, or
25.6%. As a percentage of revenues, income from operations decreased by 3.8% to
9.4% in the year ended June 30, 1996 from 13.2% in the year ended June 30, 1995.
57
<PAGE> 59
MERRIMAC FINANCIAL ASSOCIATES
Merrimac provides equipment financing to operating companies that are
engaged in the coin-operated, vending, amusement and coffee service businesses.
Merrimac provides direct finance leasing to the operating companies and in most
instances has a recourse agreement with the equipment vendor in the event of
default by the lessee. Merrimac retains the leases it originates for its own
portfolio.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
----------------------------------- -----------------------------------
1996 1997 1997 1998
--------------- ---------------- ---------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing leases................ $1,977 90.9% $1,930 92.8% $ 477 92.6% $ 470 92.9%
Other income...................... 199 9.1 149 7.2 38 7.4 36 7.1
------ ----- ------ ------ ------ ------ ------ -----
Total revenues............ 2,176 100.0 2,079 100.0 515 100.0 506 100.0
------ ----- ------ ------ ------ ------ ------ -----
Interest expense.................. 683 31.4 663 31.9 161 31.3 165 32.6
Selling, general and
administrative.................. 814 37.4 805 38.7 187 36.3 201 39.7
------ ----- ------ ------ ------ ------ ------ -----
Total expenses............ 1,497 68.8 1,468 70.6 348 67.6 366 72.3
------ ----- ------ ------ ------ ------ ------ -----
Income from operations............ $ 679 31.2% $ 611 29.4% $ 167 32.4% $ 140 27.7%
====== ===== ====== ====== ====== ====== ====== =====
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Finance Income from Direct Financing Leases. Finance income from direct
financing leases was $0.5 million in the three months ended March 31, 1998 and
1997. As a percentage of revenues, finance income from direct financing leases
increased by 0.3% to 92.9% in the three months ended March 31, 1998 from 92.6%
in the three months ended March 31, 1997.
Other Income. Other income, which includes late fees and administrative
fees, decreased by $2,000, or 5.3%, to $36,000 in the three months ended March
31, 1998 from the three months ended March 31, 1997. As a percentage of
revenues, interest and other income decreased by 0.3% to 7.1% in the three
months ended March 31, 1998 from 7.4% in the three months ended March 31, 1997.
Interest Expense. Interest expense was $0.2 million in the three months
ended March 31, 1998 and 1997. As a percentage of revenues, interest expense
increased by 1.3% to 32.6% in the three months ended March 31, 1998 from 31.3%
in the three months ended March 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses increased by $14,000, or 7.5% in the three months ended March 31, 1998.
As a percentage of revenues, selling, general and administrative expenses
increased by 3.4% to 39.7% in the three months ended March 31, 1998 from 36.3%
in the three months ended March 31, 1997.
Income from Operations. Income from operations decreased by $27,000, or
16.2% to $0.1 million in the three months ended March 31, 1998 from $0.2 million
in the three months ended March 31, 1997. As a percentage of revenues, operating
income decreased by 4.7% to 27.7% in the three months ended March 31, 1998 from
32.4% in the three months ended March 31, 1997.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Finance Income from Direct Financing Leases. Finance income from direct
financing leases decreased to $1.9 million in the year ended December 31, 1997
from $2.0 million in the year ended December 31, 1996, a decrease of $47,000, or
2.4%, primarily as a result of the loss of customers to a competitor that offers
leases to lessees without requiring a recourse agreement from the equipment
vendor. As a percentage of revenues, finance income from direct financing leases
increased by 1.9% to 92.8% in the year ended December 31, 1997 from 90.9% in the
year ended December 31, 1996.
58
<PAGE> 60
Other Income. Other income decreased to $0.1 million in the year ended
December 31, 1997 from $0.2 million in the year ended December 31, 1996, a
decrease of $50,000, or 25.1%, primarily as a result of a decrease in
administrative fees charged for servicing the liquidation of certain lease
portfolios. As a percentage of revenues, other income decreased by 1.9% to 7.2%
in the year ended December 31, 1997 from 9.1% in the year ended December 31,
1996.
Interest Expense. Interest expense decreased by $20,000 to $0.7 million in
the year ended December 31, 1997, a decrease of 2.9%, primarily as a result of a
decrease in the average debt outstanding, and a decrease in the interest rate
and commitment fee applicable to Merrimac's credit facility. As a percentage of
revenues, interest expense increased by 0.5% to 31.9% in the year ended December
31, 1997 from 31.4% in the year ended December 31, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses remained relatively constant at $0.8 million in the years ended
December 31, 1997 and 1996. As a percentage of revenues, selling, general and
administrative expenses increased by 1.3% to 38.7% in the year ended December
31, 1997 from 37.4% in the year ended December 31, 1996, primarily as a result
of increased compensation to owner/employees, partially offset by a decrease in
the provision for lease losses.
Income from Operations. As a result of the factors discussed above, income
from operations decreased to $0.6 million in the year ended December 31, 1997
from $0.7 million in the year ended December 31, 1996, a decrease of $0.1
million, or 10.0%. As a percentage of revenues, income from operations decreased
by 1.8% to 29.4% in the year ended December 31, 1997 from 31.2% in the year
ended December 31, 1996.
59
<PAGE> 61
MUNICIPAL CAPITAL MARKETS GROUP, INC.
MCMG arranges for the financing of bonds and leases primarily for
community-based mental health/mental retardation facilities and correctional
facilities. MCMG is a registered broker-dealer and places the leases that it
arranges with institutional investors. Substantially all of MCMG's revenue is
derived from underwriting and advisory income.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
-------------------------------------------------- ------------------------------
1995 1996 1997 1997 1998
-------------- -------------- -------------- ------------ --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Underwriting and advisory
income........................ $ 782 66.7% $1,482 81.7% $3,358 74.7% $477 79.2% $ -- --%
Brokerage fee income............ -- -- -- -- 790 17.6 -- -- -- --
Management fee income........... 147 12.5 184 10.1 164 3.6 45 7.5 33 30.6
Mutual fund fee income.......... -- -- 104 5.7 102 2.3 32 5.3 38 35.2
Consulting fees................. 200 17.1 -- -- -- -- -- -- -- --
Other income.................... 43 3.7 43 2.4 83 1.8 48 8.0 37 34.3
------ ----- ------ ----- ------ ----- ---- ----- ---- -------
Total revenues.......... 1,172 100.0 1,813 100.0 4,497 100.0 602 100.0 108 100.0
------ ----- ------ ----- ------ ----- ---- ----- ---- -------
Commission expense.............. 809 69.0 1,186 65.4 3,077 68.4 347 57.6 30 27.8
Underwriting expenses........... 119 10.2 220 12.1 726 16.1 140 23.3 13 12.0
Management fee expenses......... 104 8.9 124 6.8 109 2.4 32 5.3 23 21.3
Selling, general and
administrative................ 236 20.1 215 11.9 266 5.9 50 8.3 101 93.5
------ ----- ------ ----- ------ ----- ---- ----- ---- -------
Total expenses.......... 1,268 108.2 1,745 96.2 4,178 92.9 569 94.5 167 (154.6)
------ ----- ------ ----- ------ ----- ---- ----- ---- -------
Income (loss) from operations... $ (96) (8.2)% $ 68 3.8% $ 319 7.1% $ 33 5.5% $(59) (54.6)%
====== ===== ====== ===== ====== ===== ==== ===== ==== =======
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Underwriting and Advisory Income. Underwriting and advisory income was
zero in the three months ended March 31, 1998, compared to $0.5 million in the
three months ended March 31, 1997, as a result of delays in the closing of four
bond issues. As a percentage of revenues, underwriting and advisory income was
79.2% in the three months ended March 31, 1997.
Management Fee Income. Management fee income decreased by $12,000, or
26.7%, to $33,000 in the three months ended March 31, 1998, as a result of the
reduction of funds under management following an advance refunding issue in July
1997. As a percentage of revenues, management fee income increased by 23.1% to
30.6% in the three months ended March 31, 1998 from 7.5% in the three months
ended March 31, 1997.
Mutual Fund Fee Income. Mutual fund fee income increased by $6,000, or
18.8%, to $38,000 in the three months ended March 31, 1998. As a percentage of
revenues, mutual fund fee income increased by 29.9% to 35.2% in the three months
ended March 31, 1998 from 5.3% in the three months ended March 31, 1997.
Other Income. Other income, which consists primarily of reimbursement
income for expenses, decreased by $11,000, or 22.9%, to $37,000 in the three
months ended March 31, 1998. As a percentage of revenues, other income increased
by 26.3% to 34.3% in the three months ended March 31, 1998 from 8.0% in the
three months ended March 31, 1997.
Commission Expense. Commission expense decreased to $30,000 in the three
months ended March 31, 1998 from $0.3 million in the three months ended March
31, 1997, a decrease of 91.4%, primarily as a result of the delays in closing
pending bond issues. As a percentage of revenues, commission expense decreased
by 29.8% to 27.8% in the three months ended March 31, 1998 from 57.6% in the
three months ended March 31, 1997.
Underwriting Expenses. Underwriting expense decreased to $13,000 in the
three months ended March 31, 1998 from $0.1 million in the three months ended
March 31, 1997, a decrease of $0.1 million, or 90.7%, primarily as a result of
the delays in closing bond issues. As a percentage of revenues, underwriting
expense
60
<PAGE> 62
decreased by 11.3% to 12.0% in the three months ended March 31, 1998 from 23.3%
in the three months ended March 31, 1997.
Management Fee Expense. Management fee expenses decreased by $9,000, or
28.1% to $23,000 in the three months ended March 31, 1998. As a percentage of
revenues, management fee expenses increased by 16.0% to 21.3% in the three
months ended March 31, 1998 from 5.3% in the three months ended March 31, 1997.
Selling, General and Administrative Expense. Selling, general and
administrative expense increased to $0.1 million in the three months ended March
31, 1998 from $50,000 in the three months ended March 31, 1997, an increase of
$0.1 million, or 102.0%, primarily as a result of the costs associated with
opening a new office. As a percentage of revenues, selling, general and
administrative expenses increased by 85.2% to 93.5% in the three months ended
March 31, 1998 from 8.3% in the three months ended March 31, 1997.
Income (Loss) from Operations. As a result of the factors discussed above,
income (loss) from operations decreased to ($0.1) million in the three months
ended March 31, 1998 from $33,000 in the three months ended March 31, 1997, a
decrease of $0.1 million. As a percentage of revenues, operating income (loss)
decreased by 60.1% to (54.6%) in the three months ended March 31, 1998 from 5.5%
in the three months ended March 31, 1997.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Underwriting and Advisory Income. Underwriting and advisory income
increased to $3.4 million in the year ended December 31, 1997 from $1.5 million
in the year ended December 31, 1996, an increase of $1.9 million, or 126.6%,
primarily as a result of transactions generated by a recently opened branch
office in Denver, Colorado and an overall increase in the volume of
transactions. As a percentage of revenues, underwriting and advisory income
decreased by 7.0% to 74.7% in the year ended December 31, 1997 from 81.7% in the
year ended December 31, 1996.
Brokerage Fee Income. Brokerage fee income increased to $0.8 million in
the year ended December 31, 1997 from zero in the year ended December 31, 1996.
MCMG commenced the business of brokerage of other financial products in the year
ended December 31, 1997. As a percentage of revenues, brokerage fee income was
17.6% in the year ended December 31, 1997.
Management Fee Income. Management fee income decreased by $20,000, or
10.9%, to $0.2 million in the year ended December 31, 1997, as a result of the
transfer of a portion of clients' investments into an investment vehicle with a
front-end fee. As a percentage of revenues, management fee income decreased by
6.5% to 3.6% in the year ended December 31, 1997 from 10.1% in the year ended
December 31, 1996.
Mutual Fund Fee Income. Mutual fund fee income was $0.1 million in the
years ended December 31, 1997 and 1996. As a percentage of revenues, mutual fund
fee income decreased by 3.4% to 2.3% in the year ended December 31, 1997 from
5.7% in the year ended December 31, 1996.
Other Income. Other income, which primarily includes reimbursement income
for expenses, increased by $40,000, or 93.0% to $0.1 million in the year ended
December 31, 1997. As a percentage of revenues, other income decreased by 0.6%
to 1.8% in the year ended December 31, 1997 from 2.4% in the year ended December
31, 1996.
Commission Expense. Commission expense increased to $3.1 million in the
year ended December 31, 1997 from $1.2 million in the year ended December 31,
1996, an increase of $1.9 million or 159.4%, primarily as a result of the
increased number of transactions. As a percentage of revenues, commission
expense increased by 3.0% to 68.4% in the year ended December 31, 1997 from
65.4% in the year ended December 31, 1996.
Underwriting Expenses. Underwriting expenses increased to $0.7 million in
the year ended December 31, 1997 from $0.2 million in the year ended December
31, 1996, an increase of $0.5 million, or 230.0%, primarily as a result of the
increased number of transactions. As a percentage of revenues, underwriting
expense increased by 4.0% to 16.1% in the year ended December 31, 1997 from
12.1% in the year ended December 31, 1996.
61
<PAGE> 63
Management Fee Expenses. Management fee expenses, which include the cost
of marketing and managing a money market fund for social service providers in
Illinois, decreased by $15,000, or 12.1%, to $0.1 million in the year ended
December 31, 1997. As a percentage of revenue, management fee expenses decreased
by 4.4% to 2.4% in the year ended December 31,1997 from 6.8% in the year ended
December, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $0.3 million in the year ended December 31, 1997 from $0.2
million in the year ended December 31, 1996, an increase of $51,000, or 23.7%,
primarily as a result of expenses attributable to MCMG's new office in
Uniondale, New York and the increase in variable costs associated with the
increased number of transactions. As a percentage of revenues, selling, general
and administrative expenses decreased by 6.0% to 5.9% in the year ended December
31, 1997 from 11.9% in the year ended December 31, 1996.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $0.3 million in the year ended December 31, 1997
from $0.1 million in the year ended December 31, 1996, an increase of $0.3
million, or 369.1%. As a percentage of revenues, income from operations
increased by 3.3% to 7.1% in the year ended December 31, 1997 from 3.8% in the
year ended December 31, 1996.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Underwriting and Advisory Income. Underwriting and advisory income
increased to $1.5 million in the year ended December 31, 1996 from $0.8 million
in the year ended December 31, 1995, an increase of $0.7 million, or 89.5%,
primarily as a result of the increased volume of transactions. As a percentage
of revenues, underwriting and advisory income increased by 15.0% to 81.7% in the
year ended December 31, 1996 from 66.7% in the year ended December 31, 1995.
Management Fee Income. Management fee income increased to $0.2 million in
the year ended December 31, 1996 from $0.1 million in the year ended December
31, 1995, an increase of $37,000, or 25.2%, primarily as a result of the
increase in the number of clients utilizing MCMG's money market mutual fund. As
a percentage of revenues, management fee income decreased by 2.4% to 10.1% in
the year ended December 31, 1996 from 12.5% in the year ended December 31, 1995.
Mutual Fund Fee Income. Mutual fund fee income increased to $0.1 million
in the year ended December 31, 1996 from zero in the year ended December 31,
1995. MCMG began setting up and overseeing 401(k) retirement plans for small
businesses during the year ended December 31, 1996. As a percentage of revenues,
mutual fund fee income was 5.7% in the year ended December 31, 1996.
Consulting Fees. Consulting fees decreased to zero in the year ended
December 31, 1996 from $0.2 million the year ended December 31, 1995, as a
result of a consulting fee received in connection with the sale of a retirement
facility in 1995. As a percentage of revenues, consulting fees were 17.1% in the
year ended December 31, 1995.
Other Income. Other income was $43,000 in the years ended December 31,
1996 and 1995. As a percentage of revenues, other income decreased by 1.3% to
2.4% in the year ended December 31, 1996 from 3.7% in the year ended December
31, 1995.
Commission Expense. Commission expense increased to $1.2 million in the
year ended December 31, 1996 from $0.8 million in the year ended December 31,
1995, an increase of $0.4 million, or 46.6%, primarily as a result of the
increased number of transactions. As a percentage of revenues, commission
expense decreased by 3.6% to 65.4% in the year ended December 31, 1996 from
69.0% in the year ended December 31, 1995.
Underwriting Expenses. Underwriting expenses increased to $0.2 million in
the year ended December 31, 1996 from $0.1 million in the year ended December
31, 1995, an increase of $0.1 million, or 84.9%, primarily as a result of the
increased number of transactions. As a percentage of revenues, underwriting
expenses increased by 1.9% to 12.1% in the year ended December 31, 1996 from
10.2% in the year ended December 31, 1995.
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<PAGE> 64
Management Fee Expenses. Management fee expenses, which are a percentage
of management fee income, increased by $20,000, or 19.2%, to $0.1 million in the
year ended December 31, 1996, as a result of the increase in management fee
income. As a percentage of revenues, management fee expenses decreased by 2.1%
to 6.8% in the year ended December 31, 1996 from 8.9% in the year ended December
31, 1995.
Selling, General and Administrative. Selling, general and administrative
expenses decreased by $21,000, or 8.9%, to $0.2 million in the year ended
December 31, 1996, as a result of costs incurred in the year ended December 31,
1995 associated with an arbitration action filed by MCMG against another
securities broker-dealer, partially offset by contributions to a retirement plan
established by MCMG in the year ended December 31, 1996. As a percentage of
revenues, general and administrative expenses decreased by 8.2% to 11.9% in the
year ended December 31, 1996 from 20.1% in the year ended December 31, 1995.
Income (Loss) from Operations. As a result of the factors discussed above,
income from operations increased to $0.1 million in the year ended December 31,
1996 from ($0.1) million in the year ended December 31, 1995, an increase of
$0.2 million. As a percentage of revenues, income from operations increased by
12.0% to 3.8% in the year ended December 31, 1996 from (8.2%) in the year ended
December 31, 1995.
63
<PAGE> 65
THE NSJ GROUP
NSJ provides lease financing for commercial jet aircraft and jet aircraft
engines to commercial airlines and engages in the purchase and sale of aircraft
for its own account, as well as remarketing activities on behalf of airlines,
financial institutions and other leasing companies. NSJ arranges financing for
each aircraft that it purchases, and either sells the lease to investors on a
non-recourse basis or holds the lease in its portfolio. NSJ acquires aircraft
and aircraft engines for its portfolio with a combination of equity capital and
debt financing.
NSJ's revenues are derived primarily from the sale and remarketing of
aircraft and rentals of aircraft. NSJ's leases are operating leases and revenues
are recognized over the life of the lease as rentals are earned. Revenues from
NSJ's remarketing activities consist primarily of gains on the sale of aircraft
from NSJ's portfolio and also include fees and commissions earned from
remarketing on behalf of third parties. Interest income is derived from notes
receivable and investment of cash. Due in part to the substantial purchase price
of aircraft, NSJ's operating results can fluctuate significantly, based in part
on the timing of sales of aircraft and commissions on sales of aircraft.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------------------------------- --------------------------------
1995 1996 1997 1997 1998
-------------- -------------- --------------- -------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Rental income from operating
leases........................ $1,757 19.7% $3,343 94.6% $ 7,320 42.1% $1,461 99.3% $ 961 63.3%
Sales of equipment.............. 7,084 79.5 -- -- 9,560 55.0 -- -- -- --
Interest and other income....... 75 0.8 191 5.4 511 2.9 10 0.7 557 36.7
------ ----- ------ ----- ------- ----- ------ ----- ------- -----
Total revenues.............. 8,916 100.0 3,534 100.0 17,391 100.0 1,471 100.0 1,518 100.0
------ ----- ------ ----- ------- ----- ------ ----- ------- -----
Depreciation on equipment under
operating leases.............. 740 8.3 1,124 31.8 1,866 10.7 475 32.3 466 30.7
Cost of equipment sold.......... 6,271 70.3 -- -- 8,723 50.2 -- -- -- --
Interest expense................ 938 10.5 1,810 51.2 3,034 17.4 611 41.5 555 36.6
Selling, general and
administrative................ 741 8.3 1,270 35.9 3,015 17.3 290 19.7 1,502 98.9
------ ----- ------ ----- ------- ----- ------ ----- ------- -----
Total expenses.............. 8,690 97.5 4,204 119.0 16,638 95.7 1,376 93.5 2,523 166.2
------ ----- ------ ----- ------- ----- ------ ----- ------- -----
Income (loss) from operations... $ 226 2.5% $ (670) (19.0%) $ 753 4.3% $ 95 6.5% $(1,005) (66.2%)
------ ----- ------ ----- ------- ----- ------ ----- ------- -----
Equity in net earnings (loss) of
affiliated companies.......... $ (5) $ 896 $ 3,996 $ 442 $ 2,108
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Rental Income from Operating Leases. Rental income from operating leases
decreased to $1.0 million in the three months ended March 31, 1998 from $1.5
million in the three months ended March 31, 1997, a decrease of $0.5 million, or
34.2%, as a result of the termination of the lease of one aircraft in December
1997. As a percentage of revenues, rental income from operating leases decreased
by 36.0% to 63.3% in the three months ended March 31, 1998 from 99.3% in the
three months ended March 31, 1997.
Interest and Other Income. Interest and other income increased to $0.6
million in the three months ended March 31, 1998 from $10,000 in the three
months ended March 31, 1997, an increase of $0.5 million, or 5,470.0%, primarily
as a result of the recognition of revenue associated with certain security
deposits and maintenance reserves relating to a lessee default and the
repossession of one aircraft. As a percentage of revenues, interest and other
income increased by 36.0% to 36.7% in the three months ended March 31, 1998 from
0.7% in the three months ended March 31, 1997.
Depreciation on Equipment Under Operating Leases. Depreciation on
equipment under operating leases was $0.5 million in the three months ended
March 31, 1998 and 1997. As a percentage of revenues, depreciation on equipment
under operating leases decreased by 1.6% to 30.7% in the three months ended
March 31, 1998 from 32.3% in the three months ended March 31, 1997.
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<PAGE> 66
Interest Expense. Interest expense decreased by $56,000, or 9.2%, to $0.6
million in the three months ended March 31, 1998, primarily as a result of a
reduction in the principal amounts outstanding under secured loans. As a
percentage of revenues, interest expense decreased by 4.9% to 36.6% in the three
months ended March 31, 1998 from 41.5% in the three months ended March 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses, including commission expense, all of which were paid to Cauff Lippman,
increased to $1.5 million in the three months ended March 31, 1998 from $0.3
million in the three months ended March 31, 1997, an increase of $1.2 million,
or 417.9%, primarily as a result of increased commission payments to a third
party in connection with sales of aircraft by affiliated companies, which
accounted for approximately $0.8 million of the increase, certain legal expenses
relating to the bankruptcy of a lessee, and the remarketing of two off-lease
aircraft. As a percentage of revenues, selling, general and administrative
expenses increased by 79.2% to 98.9% in the three months ended March 31, 1998
from 19.7% in the three months ended March 31, 1997.
Income (Loss) from Operations. As a result of the factors above, income
from operations decreased to ($1.0) million in the three months ended March 31,
1998 from $0.1 million in the three months ended March 31, 1997, a decrease of
$1.1 million. As a percentage of revenues, operating income decreased by 72.7%
to (66.2%) in the three months ended March 31, 1998 from 6.5% in the three
months ended March 31, 1997.
Equity in Net Earnings (Loss) of Affiliated Companies. Equity in net
earnings of affiliated companies increased to $2.1 million in the three months
ended March 31, 1998 from $0.4 million in the three months ended March 31, 1997,
an increase of $1.7 million, or 376.9%, as a result of an increased number of
aircraft sales by those affiliated companies.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Rental Income from Operating Leases. Rental income from operating leases
increased to $7.3 million in the year ended December 31, 1997 from $3.3 million
in the year ended December 31, 1996, an increase of $4.0 million, or 119.0%,
primarily due to the lease of additional aircraft purchased during the fourth
quarter of 1996 and during 1997. As a percentage of revenues, rental income from
operating leases decreased by 52.5% to 42.1% in the year ended December 31, 1997
from 94.6% in the year ended December 31, 1996.
Sales of Equipment. Income from sales of equipment increased to $9.6
million in the year ended December 31, 1997 from zero in the year ended December
31, 1996, due to the sale of a Boeing 727-200 aircraft. As a percentage of
revenues, income from sales of equipment was 55.0% in the year ended December
31, 1997.
Interest and Other Income. Interest and other income increased to $0.5
million in the year ended December 31, 1997 from $0.2 million in the year ended
December 31, 1996, an increase of $0.3 million, or 167.5%, primarily as a result
of income attributable to a settlement with a lessee in December 1997, relating
to the return condition of an aircraft. As a percentage of revenues, interest
and other income decreased by 2.5% to 2.9% in the year ended December 31, 1997
from 5.4% in the year ended December 31, 1996.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $1.9 million in the year ended
December 31, 1997 from $1.1 million in the year ended December 31, 1996, an
increase of $0.7 million, or 66.0%, due to the increased number of aircraft in
NSJ's portfolio. As a percentage of revenues, depreciation on equipment under
operating leases decreased by 21.1% to 10.7% in the year ended December 31, 1997
from 31.8% in the year ended December 31, 1996.
Cost of Equipment Sold. Cost of equipment sold of $8.7 million in the year
ended December 31, 1997 relates to the purchase and sale of a Boeing 727-200 in
1997. As a percentage of revenues, cost of equipment sold amounted to 50.2% in
the year ended December 31, 1997.
Interest Expense. Interest expense increased to $3.0 million in the year
ended December 31, 1997 from $1.8 million in the year ended December 31, 1996,
an increase of $1.2 million, or 67.6% as a result of increased borrowings
associated with additional aircraft purchased in the fourth quarter of 1996 and
in 1997. As a
65
<PAGE> 67
percentage of revenues, interest expense decreased by 33.8% to 17.4% in the year
ended December 31, 1997 from 51.2% in the year ended December 31, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses, including commission expenses, all of which were paid to Cauff
Lippman, increased to $3.0 million in the year ended December 31, 1997 from $1.3
million in the year ended December 31, 1996, an increase of $1.7 million, or
137.4%, primarily as a result of expenses associated with NSJ's increased volume
of operating leases and buying and selling of aircraft with Cauff Lippman,
partially offset by a reduction in compensation to stockholder/employees. As a
percentage of revenues, selling, general and administrative expenses decreased
by 18.6% to 17.3% in the year ended December 31, 1997 from 35.9% in the year
ended December 31, 1996.
Income (Loss) from Operations. As a result of the factors discussed above,
income from operations increased to $0.8 million in the year ended December 31,
1997 from ($0.7) million in the year ended December 31, 1996, an increase of
$1.4 million. As a percentage of revenues, operating income increased by 23.3%
to 4.3% in the year ended December 31, 1997 from (19.0)% in the year ended
December 31, 1996.
Equity in Net Earnings (Loss) of Affiliated Companies. Equity in net
earnings of affiliated companies increased to $4.0 million in the year ended
December 31, 1997 from $0.9 million in the year ended December 31, 1996, an
increase of $3.1 million, or 346.0%, as a result of an increase in the number of
aircraft sales by affiliated companies in the year ended December 31, 1997,
compared to the year ended December 31, 1996.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Rental Income from Operating Leases. Rental income from operating leases
increased to $3.3 million in the year ended December 31, 1996 from $1.8 million
in the year ended December 31, 1995, an increase of $1.6 million, or 90.3%,
primarily due to the lease of additional aircraft purchased during the fourth
quarter of 1995 and during 1996. As a percentage of revenues, rental income from
operating leases increased by 74.9% to 94.6% in the year ended December 31, 1996
from 19.7% in the year ended December 31, 1995.
Sales of Equipment. Income from sales of equipment decreased to zero in
the year ended December 31, 1996 from $7.1 million in the year ended December
31, 1995. As a percentage of revenues, income from sales of equipment was 79.5%
in the year ended December 31, 1995.
Interest and Other Income. Interest income increased to $0.2 million in
the year ended December 31, 1996 from $0.1 million in the year ended December
31, 1995, an increase of $0.1 million, or 154.7%. The increase was primarily
attributable to income from a single commission in 1996. As a percentage of
revenues, interest and other income increased by 4.6% to 5.4% in the year ended
December 31, 1996 from 0.8% in the year ended December 31, 1995.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $1.1 million in the year ended
December 31, 1996 from $0.7 million in the year ended December 31, 1995, an
increase of $0.4 million, or 51.9%, due to the increased number of aircraft in
NSJ's portfolio. As a percentage of revenues, depreciation on equipment under
operating leases increased by 23.5% to 31.8% in the year ended December 31, 1996
from 8.3% in the year ended December 31, 1995.
Cost of Equipment Sold. Cost of equipment sold decreased to zero in the
year ended December 31, 1996 from $6.3 million in the year ended December 31,
1995, due to sales of aircraft in the year ended December 31, 1995 and no sales
of aircraft in the year ended December 31, 1996. As a percentage of revenues,
cost of equipment sold amounted to 70.3% in the year ended December 31, 1995.
Interest Expense. Interest expense increased to $1.8 million in the year
ended December 31, 1996 from $0.9 million in the year ended December 31, 1995,
an increase of $0.9 million, or 93.0% as a result of increased borrowings
associated with additional aircraft purchased in the fourth quarter of 1995 and
in 1996. As a percentage of revenues, interest expense increased by 40.7% to
51.2% in the year ended December 31, 1996 from 10.5% in the year ended December
31, 1995.
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<PAGE> 68
Selling, General and Administrative. Selling, general and administrative
expenses increased to $1.3 million in the year ended December 31, 1996 from $0.7
million in the year ended December 31, 1995, an increase of $0.5 million, or
71.4%, primarily as a result of expenses associated with a Boeing 737-200
aircraft purchased by NSJ which required a high level of marketing and technical
support. As a percentage of revenues, selling, general and administrative
expenses increased by 27.6% to 35.9% in the year ended December 31, 1996 from
8.3% in the year ended December 31, 1995.
Income (Loss) from Operations. As a result of the factors discussed above,
income (loss) from operations decreased to ($0.7) million in the year ended
December 31, 1996 from $0.2 million in the year ended December 31, 1995, a
decrease of $0.9 million, or 396.5%. As a percentage of revenues, income (loss)
from operations decreased by 21.5% to (19.0%) in the year ended December 31,
1996 from 2.5% in the year ended December 31, 1995.
Equity in Net Earnings (Loss) of Affiliated Companies. Equity in net
earnings (loss) of affiliated companies increased to $0.9 million in the year
ended December 31, 1996 from ($5,000) in the year ended December 31, 1995 due to
the affiliated companies having no leasing or sales activities in the year ended
December 31, 1995.
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<PAGE> 69
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
PFSC provides servicing and processing services to leasing companies,
including lease accounting for both financial reporting and federal income tax
purposes, lien searches, UCC filings, asset tracking, insurance tracking,
preparation of sales, use and property tax returns, invoicing and collections.
PFSC derives its revenues from servicing fees, including set-up, monthly and
conversion fees.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
--------------------------------------- ---------------------------------------
1996 1997 1997 1998
----------------- ------------------ ------------------ -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Servicing fees............ $ 1,322 100.0% $ 1,480 100.0% $ 337 100.0% $ 448 100.0%
------- ------ ------- ------- ------- ------- ------- ------
Total revenues........ 1,322 100.0 1,480 100.0 337 100.0 448 100.0
------- ------ ------- ------- ------- ------- ------- ------
Selling, general and
administrative.......... 3,356 253.9 3,356 226.8 904 268.2 890 198.7
------- ------ ------- ------- ------- ------- ------- ------
Total expenses........ 3,356 253.9 3,356 226.8 904 268.2 890 198.7
------- ------ ------- ------- ------- ------- ------- ------
Loss from operations...... $(2,034) (153.9)% $(1,876) (126.8)% $ (567) (168.2)% $ (442) (98.7)%
======= ====== ======= ======= ======= ======= ======= ======
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Servicing Fees. Servicing fees increased to $0.4 million in the three
months ended March 31, 1998 from $0.3 million in the three months ended March
31, 1997, an increase of $0.1 million, or 32.9% as a result of an increase in
the number of leases serviced.
Selling, General and Administrative. Selling, general and administrative
expenses were $0.9 million in the three months ended March 31, 1998 and 1997. As
a percentage of revenues, selling, general and administrative expenses decreased
by 69.5% to 198.7% in the three months ended March 31, 1998 from 268.2% in the
three months ended March 31, 1997.
Loss from Operations. Loss from operations, which was primarily the result
of costs incurred in connection with updating and broadening PFSC's capabilities
to provide lease and loan portfolio servicing to third parties, decreased to
($0.4 million) in the three months ended March 31, 1998 from ($0.6 million) in
the three months ended March 31, 1997, a decrease of $0.1 million. As a
percentage of revenues, loss from operations decreased by 69.5% to (98.7)% in
the three months of March 31, 1998 from (168.2)% in the three months ended March
31, 1997.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Servicing Fees. Servicing fees increased to $1.5 million in the year ended
December 31, 1997 from $1.3 million in the year ended December 31, 1996, an
increase of $0.2 million or 12.0% as a result of an increase in the number of
leases serviced.
Selling, General and Administrative. Selling, general and administrative
expenses were $3.4 million in the years ended December 31, 1997 and 1996.
Increased expenses in the year ended December 31, 1997 include hiring additional
information technology, customer service and sales personnel associated with
broadening the services available to clients, and were offset by a decrease in
depreciation expense due to write downs of obsolete computer equipment in the
year ended December 31, 1996. As a percentage of revenues, selling, general, and
administrative expenses decreased by 27.1% to 226.8% in the year ended December
31, 1997 from 253.9% in the year ended December 31, 1996.
Loss from Operations. Loss from operations, which was primarily the result
of costs incurred in connection with updating and broadening PFSC's capabilities
to provide lease and loan portfolio servicing to third parties, decreased to
($1.9 million) in the year ended December 31, 1997 from ($2.0 million) in the
year ended December 31, 1996, a decrease of $0.2 million or 7.8%. As a
percentage of revenues, loss from operations decreased by 27.1% to (126.8%) in
the year ended December 31, 1997 from (153.9%) in the year ended December 31,
1996.
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<PAGE> 70
VARILEASE CORPORATION
Varilease provides lease financing for high-technology equipment, primarily
computers, workstations/desktops, servers and telecommunications equipment, to
Fortune 1000 companies and other businesses throughout the United States. Upon
origination of a lease, Varilease either sells the lease to a third party on a
non-recourse basis or retains the lease for its portfolio.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, SIX MONTHS ENDED MARCH 31,
------------------------------------------------------- ----------------------------------
1995 1996 1997 1997 1998
---------------- ---------------- --------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from
direct financing
leases............... $ 1,716 13.8% $ 3,759 21.9% $ 6,572 16.8% $3,071 22.5% $ 3,371 16.8%
Rental income from
operating leases..... 4,365 35.1 5,374 31.4 10,240 26.2 2,538 18.6 5,883 29.3
Gain on sale of
leases............... 1,478 11.9 2,054 12.0 4,953 12.7 4,271 31.3 4,005 20.0
Sales of equipment..... 3,854 31.0 3,890 22.7 12,197 31.3 2,121 15.6 3,182 15.9
Remarketing income..... 832 6.7 1,967 11.5 4,913 12.6 1,522 11.2 3,415 17.0
Other income........... 177 1.4 82 0.5 138 0.4 102 0.7 194 1.0
------- ----- ------- ----- ------- ----- ------ ----- ------- -----
Total revenues..... 12,422 100.0 17,126 100.0 39,013 100.0 13,625 100.0 20,050 100.0
------- ----- ------- ----- ------- ----- ------ ----- ------- -----
Depreciation on
equipment under
operating leases..... 3,319 26.7 3,904 22.8 7,915 20.3 2,179 16.0 4,750 23.7
Cost of equipment
sold................. 2,923 23.5 3,719 21.7 10,091 25.9 1,421 10.4 1,457 7.3
Interest expense....... 2,231 18.0 3,524 20.6 6,297 16.1 2,606 19.1 3,499 17.5
Selling, general and
administrative....... 3,575 28.8 5,712 33.4 8,449 21.7 4,270 31.3 5,169 25.8
------- ----- ------- ----- ------- ----- ------ ----- ------- -----
Total expenses..... 12,048 97.0 16,859 98.4 32,752 84.0 10,476 76.9 14,875 74.2
------- ----- ------- ----- ------- ----- ------ ----- ------- -----
Income from
operations........... $ 374 3.0% $ 267 1.6% $ 6,261 16.0% $3,149 23.1% $ 5,175 25.8%
======= ===== ======= ===== ======= ===== ====== ===== ======= =====
</TABLE>
Six Months Ended March 31, 1998 Compared to Six Months Ended March 31, 1997
Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $3.4 million in the six months ended March 31,
1998 from $3.1 million in the six months ended March 31, 1997, an increase of
$0.3 million, or 9.8%, primarily as a result of Varilease retaining a greater
portion of leases for its own account. As a percentage of revenues, finance
income from direct financing leases decreased by 5.7% to 16.8% in the six months
ended March 31, 1998 from 22.5% in the six months ended March 31, 1997.
Rental Income from Operating Leases. Rental income from operating leases
increased to $5.9 million in the six months ended March 31, 1998 from $2.5
million in the six months ended March 31, 1997, an increase of $3.3 million, or
131.8%, primarily as a result of increased lease originations. As a percentage
of revenues, income from operating leases increased by 10.7% to 29.3% in the six
months ended March 31, 1998 from 18.6% in the six months ended March 31, 1997.
Gain on Sale of Leases. Gain on sale of leases decreased to $4.0 million
in the six months ended March 31, 1998 from $4.3 million in the six months ended
March 31, 1997, a decrease of $0.3 million, or 6.2%, primarily as a result of
the consummation of a large transaction during the six months ended March 31,
1997. As a percentage of revenues, gain on sale of leases decreased by 11.3% to
20.0% in the six months ended March 31, 1998 from 31.3% in the six months ended
March 31, 1997.
Sales of Equipment. Income from sales of equipment increased to $3.2
million in the six months ended March 31, 1998 from $2.1 million in the six
months ended March 31, 1997, an increase of $1.1 million, or 50.0%, primarily as
a result of an increase in originations from the St. Louis, Missouri office
during the six
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months ended March 31, 1998. As a percentage of revenues, income from sales of
equipment increased by 0.3% to 15.9% in the six months ended March 31, 1998 from
15.6% in the six months ended March 31, 1997.
Remarketing Income. Remarketing income increased to $3.4 million in the
six months ended March 31, 1998 from $1.5 million in the six months ended March
31, 1997, an increase of $1.9 million, or 124.4%, primarily as a result of
proceeds awarded to Varilease in connection with its acquisition of its St.
Louis, Missouri operations in the fourth quarter of fiscal 1996 and the
remarketing of an increased volume of equipment coming off lease during the six
months ended March 31, 1998. As a percentage of revenues, remarketing income
increased by 5.8% to 17.0% in the six months ended March 31, 1998 from 11.2% in
the six months ended March 31, 1997.
Other Income. Other income increased by $0.1 million, or 90.2% to $0.2
million for the six months ended March 31, 1998 from $0.1 million for the six
months ended March 31, 1997. As a percentage of revenues, other income increased
by 0.3% to 1.0% in the six months ended March 31, 1998 from 0.7% in the six
months ended March 31, 1997.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $4.8 million in the six months
ended March 31, 1998 from $2.2 million in the six months ended March 31, 1997,
an increase of $2.6 million, or 118.0%, as a result of a higher operating lease
average investment balance. As a percentage of revenues, depreciation on
equipment under operating leases increased by 7.7% to 23.7% in the six months
ended March 31, 1998 from 16.0% in the six months ended March 31, 1997.
Cost of Equipment Sold. Cost of equipment sold increased by $36,000, or
2.5% to $1.5 million in the six months ended March 31, 1998. As a percentage of
revenues, cost of equipment sold decreased by 3.1% to 7.3% in the six months
ended March 31, 1998 from 10.4% in the six months ended March 31, 1997.
Interest Expense. Interest expense increased to $3.5 million in the six
months ended March 31, 1998 from $2.6 million in the six months ended March 31,
1997, an increase of $0.9 million, or 34.3%, as a result of higher average
borrowings required to fund additional investments in equipment under lease. As
a percentage of revenues, interest expense decreased by 1.6% to 17.5% in the six
months ended March 31, 1998 from 19.1% in the six months ended March 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $5.2 million in the six months ended March 31, 1998 from
$4.3 million in the six months ended March 31, 1997, an increase of $0.9
million, or 21.1%, primarily the result of increase in salary expense
attributable to the hiring of additional employees. As a percentage of revenues,
selling, general and administrative expenses decreased by 5.5% to 25.8% in the
six months ended March 31, 1998 from 31.3% in the six months ended March 31,
1997.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $5.2 million in the six months ended March 31, 1998
from $3.1 million in the six months ended March 31, 1997, an increase of $2.0
million, or 64.3%. As a percentage of revenues, income from operations increased
by 2.7% to 25.8% in the six months ended March 31, 1998 from 23.1% in the six
months ended March 31, 1997.
Year Ended September 30, 1997 Compared to Year Ended September 30, 1996
Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $6.6 million in the year ended September 30, 1997
from $3.8 million in the year ended September 30, 1996, an increase of $2.8
million, or 74.8%, as a result of increased originations, primarily to existing
customers, as well as to new customers. As a percentage of revenues, finance
income from direct financing leases decreased by 5.1% to 16.8% in the year ended
September 30, 1997 from 21.9% in the year ended September 30, 1996.
Rental Income from Operating Leases. Rental income from operating leases
increased to $10.2 million in the year ended September 30, 1997 from $5.4
million in the year ended September 30, 1996, an increase of $4.9 million, or
90.5%, primarily as a result of originations generated by Varilease's St. Louis,
Missouri location, which was acquired during the fourth quarter of fiscal 1996.
As a percentage of revenues, rental income from operating leases decreased by
5.2% to 26.2% in the year ended September 30, 1997 from 31.4% in the year ended
September 30, 1996.
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Gain on Sale of Leases. Gain on sale of leases increased to $5.0 million
in the year ended September 30, 1997 from $2.1 million in the year ended
September 30, 1996, an increase of $2.9 million, or 141.1%, primarily as a
result of increased sales of leases originated from one customer and an overall
increase in the volume of leases sold. As a percentage of revenues, gain on sale
of leases increased by 0.7% to 12.7% in the year ended September 30, 1997 from
12% in the year ended September 30, 1996.
Sales of Equipment. Income from sales of equipment increased to $12.2
million in the year ended September 30, 1997 from $3.9 million in the year ended
September 30, 1996, an increase of $8.3 million, or 213.5%, primarily as a
result of increased sales of computer equipment. As a percentage of revenues,
income from sales of equipment increased by 8.6% to 31.3% in the year ended
September 30, 1997 from 22.7% in the year ended September 30, 1996.
Remarketing Income. Remarketing income increased to $4.9 million in the
year ended September 30, 1997 from $2.0 million in the year ended September 30,
1996, an increase of $2.9 million, or 149.8%, primarily as a result of proceeds
associated with the remarketing agreement awarded to Varilease in connection
with its acquisition of the St. Louis, Missouri operations in the fourth quarter
of fiscal 1996. As a percentage of revenues, remarketing income increased by
1.1% to 12.6% in the year ended September 30, 1997 from 11.5% in the year ended
September 30, 1996.
Other Income. Other income increased by $56,000 or 68.3% to $0.1 million
in the year ended September 30, 1997. As a percentage of revenues, other income
decreased by 0.1% to 0.4% in the year ended September 30, 1997 from 0.5% in the
year ended September 30, 1996.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $7.9 million in the year ended
September 30, 1997 from $3.9 million in the year ended September 30, 1996, an
increase of $4.0 million, or 102.7%, as a result of a higher operating lease
average investment balance, primarily attributable to operating leases
originated by Varilease's St. Louis, Missouri location. As a percentage of
revenues, depreciation on equipment under operating leases decreased by 2.5% to
20.3% in the year ended September 30, 1997 from 22.8% in the year ended
September 30, 1996.
Cost of Equipment Sold. Cost of equipment sold increased to $10.1 million
in the year ended September 30, 1997 from $3.7 million in the year ended
September 30, 1996, an increase of $6.4 million, or 171.3%. As a percentage of
revenues, cost of equipment sold increased by 4.2% to 25.9% in the year ended
September 30, 1997 from 21.7% in the year ended September 30, 1996.
Interest Expense. Interest expense increased to $6.3 million in the year
ended September 30, 1997 from $3.5 million in the year ended September 30, 1996,
an increase of $2.8 million, or 78.7%, as a result of higher average borrowings
required to fund additional investments in equipment under lease. As a
percentage of revenues, interest expense decreased by 4.5% to 16.1% in the year
ended September 30, 1997 from 20.6% in the year ended September 30, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $8.4 million in the year ended September 30, 1997 from
$5.7 million in the year ended September 30, 1996, an increase of $2.7 million,
or 47.9%, as a result of increased lease origination activity and operating
expenses, including additional personnel costs, associated with the St. Louis,
Missouri location. As a percentage of revenues, selling, general and
administrative expenses decreased by 11.7% to 21.7% in the year ended September
30, 1997 from 33.4% in the year ended September 30, 1996.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $6.3 million in the year ended September 30, 1997
from $0.3 million in the year ended September 30, 1996, an increase of $6.0
million, or 2,244.9%. As a percentage of revenues, income from operations
increased by 14.4% to 16.0% in the year ended September 30, 1997 from 1.6% in
the year ended September 30, 1996.
Year Ended September 30, 1996 Compared to Year Ended September 30, 1995
Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $3.8 million in the year ended September 30, 1996
from $1.7 million in the year ended September 30, 1995, an increase of $2.0
million, or 119.1%, as a result of increased originations, primarily to existing
customers. As a
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percentage of revenues, finance income from direct financing leases increased by
8.1% to 21.9% in the year ended September 30, 1996 from 13.8% in the year ended
September 30, 1995.
Rental Income from Operating Leases. Rental income from operating leases
increased to $5.4 million in the year ended September 30, 1996 from $4.4 million
in the year ended September 30, 1995, an increase of $1.0 million, or 23.1%, as
a result of increased lease originations. As a percentage of revenues, rental
income from operating leases decreased by 3.7% to 31.4% in the year ended
September 30, 1996 from 35.1% in the year ended September 30, 1995.
Gain on Sale of Leases. Gain on sale of leases increased to $2.1 million
in the year ended September 30, 1996 from $1.5 million in the year ended
September 30, 1995, an increase of $0.6 million, or 39.0%, primarily as a result
of increased sales of leases originated from one customer and an overall
increase in the volume of leases sold. As a percentage of revenues, gain on sale
of leases increased by 0.1% to 12.0% in the year ended September 30, 1996 from
11.9% in the year ended September 30, 1995.
Sales of Equipment. Income from sales of equipment were $3.9 million in
the years ended September 30, 1996 and 1995. As a percentage of revenues, sales
of equipment decreased by 8.3% to 22.7% in the year ended September 30, 1996
from 31.0% in the year ended September 30, 1995.
Remarketing Income. Remarketing income increased to $2.0 million in the
year ended September 30, 1996 from $0.8 million in the year ended September 30,
1995, an increase of $1.1 million, or 136.4%, primarily as a result of
Varilease's acquisition, in the first quarter of fiscal 1996 of an equipment
refurbishing and remarketing facility. As a percentage of revenues, remarketing
income increased by 4.8% to 11.5% in the year ended September 30, 1996 from 6.7%
in the year ended September 30, 1995.
Other Income. Other income decreased to $0.1 million in the year ended
September 30, 1996 from $0.2 million in the year ended September 30, 1995, a
decrease of $0.1 million, or 53.7%. As a percentage of revenues, other income
decreased by 0.9% to 0.5% in the year ended September 30, 1996 from 1.4% in the
year ended September 30, 1995.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $3.9 million in the year ended
September 30, 1996 from $3.3 million in the year ended September 30, 1995, an
increase of $0.6 million, or 17.6%, primarily as a result of increased lease
originations. As a percentage of revenues, depreciation on equipment under
operating leases decreased by 3.9% to 22.8% in the year ended September 30, 1996
from 26.7% in the year ended September 30, 1995.
Cost of Equipment Sold. Cost of equipment sold increased to $3.7 million
in the year ended September 30, 1996 from $2.9 million in the year ended
September 30, 1995, an increase of $0.8 million, or 27.2%. As a percentage of
revenues, cost of equipment sold decreased by 1.8% to 21.7% in the year ended
September 30, 1996 from 23.5% in the year ended September 30, 1995.
Interest Expense. Interest expense increased to $3.5 million in the year
ended September 30, 1996 from $2.2 million in the year ended September 30, 1995,
an increase of $1.3 million, or 58.0%, as a result of higher average borrowings
required to fund additional investments in equipment under lease. As a
percentage of revenues, interest expense increased by 2.6% to 20.6% in the year
ended September 30, 1996 from 18.0% in the year ended September 30, 1995.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $5.7 million in the year ended September 30, 1996 from
$3.6 million in the year ended September 30, 1995, an increase of $2.1 million,
or 59.8%, as a result of increased lease origination activity and operating
expenses, including additional personnel costs associated with the remarketing
facility acquired in the first quarter of fiscal 1996. As a percentage of
revenues, selling, general and administrative expenses increased by 4.6% to
33.4% in the year ended September 30, 1996 from 28.8% in the year ended
September 30, 1995.
Income from Operations. As a result of the factors discussed above, income
from operations decreased to $0.3 million in the year ended September 30, 1996
from $0.4 million in the year ended September 30, 1995, a decrease of $0.1
million, or 28.6%. As a percentage of revenues, income from operations decreased
by 1.4% to 1.6% in the year ended September 30, 1996 from 3.0% in the year ended
September 30, 1995.
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THE WALDEN ASSET GROUP, INC.
Walden provides equipment lease financing for a variety of equipment,
including communications, computer and manufacturing equipment, to Fortune 500
and other businesses throughout the United States. Lease transactions are either
held in Walden's portfolio or sold, on a non-recourse basis.
Income generated by leasing activities is comprised of operating lease
revenues and interest income on direct financing leases. Remarketing income
represents fees charged by Walden under agreements with third parties to market
their equipment for re-lease or sale at the end of a lease term. Walden
depreciates equipment on operating leases on a straight-line basis over a
five-year period. Walden finances its lease transactions primarily through
non-recourse debt agreements with several lending institutions.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------------------------------ -------------------------------
1995 1996 1997 1997 1998
-------------- -------------- -------------- -------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing leases.......... $3,262 62.4% $4,234 55.9% $6,575 63.6% $1,178 62.2% $1,563 37.7%
Rental income from operating
leases.................... 314 6.0 316 4.2 1,543 14.9 177 9.3 706 17.0
Sales of equipment.......... 74 1.4 1,089 14.4 1,046 10.1 246 13.0 1,357 32.7
Gain on sale of leases...... 1,502 28.7 1,470 19.4 573 5.5 173 9.1 392 9.5
Remarketing income.......... 73 1.4 470 6.2 602 5.8 120 6.3 127 3.1
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total revenues...... 5,225 100.0 7,579 100.0 10,339 100.0 1,894 100.0 4,145 100.0
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Depreciation on equipment
under operating leases.... 180 3.4 243 3.2 683 6.6 147 7.8 293 7.1
Cost of equipment sold...... -- -- 899 11.9 389 3.8 92 4.9 -- --
Interest expense............ 2,124 40.7 3,110 41.0 3,868 37.4 879 46.4 956 23.1
Selling, general and
administrative............ 1,790 34.3 2,384 31.5 3,128 30.3 286 15.1 1,858 44.8
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total expenses...... 4,094 78.4 6,636 87.6 8,068 78.0 1,404 74.1 3,107 75.0
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Income from operations...... $1,131 21.6% $ 943 12.4% $2,271 22.0% $ 490 25.9% $1,038 25.0%
====== ===== ====== ===== ====== ===== ====== ===== ====== =====
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $1.6 million in the three months ended March 31,
1998 from $1.2 million in the three months ended March 31, 1997, an increase of
$0.4 million, or 32.7%, primarily as a result of increased originations and of
Walden retaining for its own account a greater portion of the leases that it
originated. As a percentage of revenues, finance income from direct financing
leases decreased by 24.5% to 37.7% in the three months ended March 31, 1998 from
62.2% in the three months ended March 31, 1997.
Rental Income from Operating Leases. Rental income from operating leases
increased to $0.7 million in the three months ended March 31, 1998 from $0.2
million in the three months ended March 31, 1997, an increase of $0.5 million,
or 298.9%, primarily as a result of increased originations. As a percentage of
revenues, rental income from operating leases increased by 7.7% to 17.0% in the
three months ended March 31, 1998 from 9.3% in the three months ended March 31,
1997.
Sales of Equipment. Income from sales of equipment increased to $1.4
million in the three months ended March 31, 1998 from $0.2 million in the three
months ended March 31, 1997, an increase of $1.1 million or 451.6%, primarily as
a result of a large sale of computer and network equipment under several leases
to a single
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lessee. As a percentage of revenues, sales of equipment increased by 19.7% to
32.7% in the three months ended March 31, 1998 from 13.0% in the three months
ended March 31, 1997.
Gain on Sale of Leases. Gain on sale of leases increased to $0.4 million
in the three months ended March 31, 1998 from $0.2 million in the three months
ended March 31, 1997, an increase of $0.2 million, or 126.6%, primarily as a
result of increased volume of computer lease sales transactions to third party
lease servicers. As a percentage of revenues, gain on sale of leases increased
by 0.4% to 9.5% in the three months ended March 31, 1998 from 9.1% in the three
months ended March 31, 1997.
Remarketing Income. Remarketing income increased by $7,000, or 5.8% in the
three months ended March 31, 1998. As a percentage of revenues, remarketing
income decreased by 3.2% to 3.1% in the three months ended March 31, 1998 from
6.3% in the three months ended March 31, 1997.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $0.3 million in the three months
ended March 31, 1998 from $0.1 million in the three months ended March 31, 1997,
an increase of $0.1 million, or 99.3%, primarily as a result of increased
purchases of equipment due to increased lease originations. As a percentage of
revenues, depreciation on equipment under operating leases decreased by 0.7% to
7.1% in the three months ended March 31, 1998 from 7.8% in the three months
ended March 31, 1997.
Cost of Equipment Sold. Cost of equipment sold was zero in the three
months ended March 31, 1998 and $0.1 million in the three months ended March 31,
1997 primarily as a result of sales of computer and network equipment with no
book value at time of sale in 1998. As percentage of revenues, cost of equipment
sold was 4.9% in the three months ended March 31, 1997.
Interest Expense. Interest expense increased to $1.0 million in the three
months ended March 31, 1998 from $0.9 million in the three months ended March
31, 1997, an increase of $0.1 million, or 8.8%, primarily as a result of
increased debt to finance increased lease originations. As a percentage of
revenues, interest expense decreased 23.3% to 23.1% in the three months ended
March 31, 1998 from 46.4% in the three months ended March 31, 1997.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $1.9 million in the three months ended March 31, 1998 from
$0.3 million in the three months ended March 31, 1997, an increase of $1.6
million, or 549.7%, primarily as a result of increased compensation to Walden
stockholders. As a percentage of revenues, selling, general and administrative
expenses increased by 29.7% to 44.8% in the three months ended March 31, 1998
from 15.1% in the three months ended March 31, 1997.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $1.0 million in the three months ended March 31,
1998 from $0.5 million in the three months ended March 31, 1997, an increase of
$0.5 million, or 111.8%. As a percentage of revenues, income from operations
decreased by 0.9% to 25.0% in the three months ended March 31, 1998 from 25.9%
in the three months ended March 31, 1997.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $6.6 million in the year ended December 31, 1997
from $4.2 million in the year ended December 31, 1996, an increase of $2.3
million, or 55.3%, primarily as a result of increased originations and of Walden
retaining for its own account a greater portion of the leases that it
originated. As a percentage of revenues, finance income from direct financing
leases increased by 7.7% to 63.6% in the year ended December 31, 1997 from 55.9%
in the year ended December 31, 1996.
Rental Income from Operating Leases. Rental income from operating leases
increased to $1.5 million in the year ended December 31, 1997 from $0.3 million
in the year ended December 31, 1996, an increase of $1.2 million, or 388.3%,
primarily as a result of increased originations. As a percentage of revenues,
rental income from operating leases increased by 10.7% to 14.9% in the year
ended December 31, 1997 from 4.2% in the year ended December 31, 1996.
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Sales of Equipment. Income from sales of equipment decreased to $1.0
million in the year ended December 31, 1997 from $1.1 million in the year ended
December 31, 1996, a decrease of $43,000, or 3.9%. As a percentage of revenues,
income from sales of equipment decreased by 4.3% to 10.1% in the year ended
December 31, 1997 from 14.4% in the year ended December 31, 1996.
Gain on Sale of Leases. Gain on sale of leases decreased to $0.6 million
in the year ended December 31, 1997 from $1.5 million in the year ended December
31, 1996, a decrease of $0.9 million or 61.0%, primarily as a result of Walden
retaining a greater portion of leases for its own account. As a percentage of
revenues, gain on sale of leases decreased by 13.9% to 5.5% in the year ended
December 31, 1997 from 19.4% in the year ended December 31, 1996.
Remarketing Income. Remarketing income increased to $0.6 million in the
year ended December 31, 1997 from $0.5 million in the year ended December 31,
1996, an increase of $0.1 million, or 28.1%, primarily as a result of an
increase in fees associated with remarketing equipment on behalf of third
parties. As a percentage of revenues, remarketing income decreased by 0.4% to
5.8% in the year ended December 31, 1997 from 6.2% in the year ended December
31, 1996.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $0.7 million in the year ended
December 31, 1997 from $0.2 million in the year ended December 31, 1996, an
increase of $0.4 million, or 181.1%, as a result of increased purchases of
equipment due to increased lease originations. As a percentage of revenues,
depreciation on equipment under operating leases increased by 3.4% to 6.6% in
the year ended December 31, 1997 from 3.2% in the year ended December 31, 1996.
Cost of Equipment Sold. Cost of equipment sold decreased to $0.4 million
in the year ended December 31, 1997 from $0.9 million in the year ended December
31, 1996, a decrease of $0.5 million, or 56.7%. As a percentage of revenues,
cost of equipment sold decreased by 8.1% to 3.8% in the year ended December 31,
1997 from 11.9% in the year ended December 31, 1996.
Interest Expense. Interest expense increased to $3.9 million in the year
ended December 31, 1997 from $3.1 million in the year ended December 31, 1996,
an increase of $0.8 million, or 24.4%, primarily as a result of the incurrence
of increased debt to finance increased lease originations. As a percentage of
revenues, interest expense decreased by 3.6% to 37.4% in the year ended December
31, 1997 from 41.0% in the year ended December 31, 1996.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $3.1 million in the year ended December 31, 1997 from $2.4
million in the year ended December 31, 1996, an increase of $0.7 million, or
31.2%, primarily as a result of increased rent due to the relocation and
expansion of Walden's headquarters and increased compensation to
stockholders/employees. As a percentage of revenues, selling, general and
administrative expenses decreased by 1.2% to 30.3% in the year ended December
31, 1997 from 31.5% in the year ended December 31, 1996.
Income from Operations. As a result of the factors discussed above, income
from operations increased to $2.3 million in the year ended December 31, 1997
from $0.9 million in the year ended December 31, 1996, an increase of $1.3
million, or 140.8%. As a percentage of revenues, income from operations
increased by 9.6% to 22.0% in the year ended December 31, 1997 from 12.4% in the
year ended December 31, 1996.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $4.2 million in the year ended December 31, 1996
from $3.3 million in the year ended December 31, 1995, an increase of $1.0
million, or 29.8%, primarily as a result of Walden retaining for its own account
a greater portion of the leases that it originated. As a percentage of revenues,
finance income from direct financing leases decreased by 6.5% to 55.9% in the
year ended December 31, 1996 from 62.4% in the year ended December 31, 1995.
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Rental Income from Operating Leases. Rental income from operating leases
increased by $2,000, or 0.6% to $0.3 million in the year ended December 31,
1996. As a percentage of revenues, rental income from operating leases decreased
by 1.8% to 4.2% in the year ended December 31, 1996 from 6.0% in the year ended
December 31, 1995.
Sales of Equipment. Income from sales of equipment increased to $1.1
million in the year ended December 31, 1996 from $0.1 million in the year ended
December 31, 1995, an increase of $1.0 million, or 1,371.6%, primarily as a
result of the increase in sales of equipment at lease maturity associated with
the increase in Walden's portfolio. As a percentage of revenues, income from
sales of equipment increased by 13.0% to 14.4% in the year ended December 31,
1996 from 1.4% in the year ended December 31, 1995.
Gain on Sale of Leases. Gain on sale of leases decreased by $32,000, or
2.1%, to $1.5 million in the year ended December 31, 1996, primarily as a result
of Walden retaining a greater portion of leases for its own account. As a
percentage of revenues, gain on sale of leases decreased by 9.3% to 19.4% in the
year ended December 31, 1996 from 28.7% in the year ended December 31, 1995.
Remarketing Income. Remarketing income increased to $0.5 million in the
year ended December 31, 1996 from $0.1 million in the year ended December 31,
1995, an increase of $0.4 million, or 543.8%, primarily as a result of an
increase in fees associated with remarketing equipment on behalf of third
parties. As a percentage of revenues, remarketing income increased by 4.8% to
6.2% in the year ended December 31, 1996 from 1.4% in the year ended December
31, 1995.
Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased by $0.1 million to $0.2 million in
the year ended December 31, 1996, an increase of 35.0%, as a result of increased
purchases of equipment due to increased originations. As a percentage of
revenues, depreciation on equipment under operating leases decreased by 0.2% to
3.2% in the year ended December 31, 1996 from 3.4% in the year ended December
31, 1995.
Cost of Equipment Sold. Cost of equipment sold increased to $0.9 million
in the year ended December 31, 1996 from zero in the year ended December 31,
1995, as a result of the increase in sales of equipment and principally as a
result of the early termination of a lease and the sale of the underlying
equipment in 1996. As a percentage of revenues, cost of equipment sold was 11.9%
in the year ended December 31, 1996.
Interest Expense. Interest expense increased to $3.1 million in the year
ended December 31, 1996 from $2.1 million in the year ended December 31, 1995,
an increase of $1.0 million, or 46.4%, primarily as a result of the incurrence
of increased debt to finance increased lease originations. As a percentage of
revenues, interest expense increased by 0.3% to 41.0% in the year ended December
31, 1996 from 40.7% in the year ended December 31, 1995.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $2.4 million in the year ended December 31, 1996 from $1.8
million in the year ended December 31, 1995, an increase of $0.6 million, or
33.2%, primarily as a result in increases in salaries to stockholders/employees.
As a percentage of revenues, selling, general and administrative expenses
decreased by 2.8% to 31.5% in the year ended December 31, 1996 from 34.3% in the
year ended December 31, 1995.
Income from Operations. As a result of the factors discussed above, income
from operations decreased to $0.9 million in the year ended December 31, 1996
from $1.1 million in the year ended December 31, 1995, a decrease of $0.2
million, or 16.6%. As a percentage of revenues, income from operations decreased
by 9.2% to 12.4% in the year ended December 31, 1996 from 21.6% in the year
ended December 31, 1995.
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BUSINESS
OVERVIEW
UniCapital was founded in October 1997 to create a national consolidator
and operator of equipment leasing and specialty finance businesses serving the
commercial market. The Company commenced operations in May, 1998 in conjunction
with the consummation of the IPO and the Founding Company Mergers. The Company
originates, acquires, sells and services equipment leases and arranges
structured financings in the computer and telecommunications equipment, large
ticket and structured finance, middle market and small ticket areas of the
equipment leasing industry. In addition the Company provides lease
administration and processing services for certain of the leases originated by
the Founding Companies, as well as for any securitizations undertaken by the
Company. The Founding Companies' leases and structured financing arrangements
cover a broad range of equipment, including aircraft, computer and
telecommunications equipment, construction and manufacturing equipment, office
equipment, trucks, printing equipment, car washes and petroleum retail equipment
and vending machines. The Company will fund the acquisition or origination of
its leases through warehouse credit facilities or through recourse or
non-recourse financing and will retain the leases for its own account or sell
the leases to third parties. The Company intends to sell certain of its lease
receivables in the public and private markets through a securitization program.
For the year ended December 31, 1997 and the three months ended March 31, 1998,
the Company had pro forma combined direct financing and sales-type lease
originations of approximately $581.4 million and $154.7 million, respectively,
pro forma combined income from operations of $38.8 million and $13.2 million,
respectively, and pro forma combined net income before extraordinary item of
$22.0 million and $8.3 million, respectively.
The Company's senior management team collectively has more than 70 years of
experience in the acquisition and integration of businesses, lease financing,
securitizations and other structured finance transactions. Robert New, the
Company's co-founder, Chairman and Chief Executive Officer, previously served as
an operating company president of and an Acquisition Consultant to U.S. Office
Products Company where he participated in over 40 acquisitions. Theodore J.
Rogenski, the Company's Chief Operating Officer, has served as a senior
executive with three national leasing companies, including Chief Operating
Officer of LINC Anthem Corporation and its successor, Newcourt LINC Financial
Inc., and Wells Fargo Leasing Corporation, where he served for ten years as the
President and Chief Executive Officer. Bruce E. Kropschot, the Company's Vice
Chairman -- Mergers and Acquisitions, founded and operated a private mergers and
acquisitions advisory firm which has arranged the sale of over 100 equipment
leasing and specialty finance businesses. Steven E. Hirsch, the Company's
Executive Vice President -- Structured Finance, was the Head of the Leasing
Products Group at Morgan Stanley & Co. Incorporated where he was involved in
arranging over $30 billion of transactions in structured lease financings,
advising on mergers and acquisitions of leasing companies and securitizations.
INDUSTRY OVERVIEW
The equipment leasing and financing industry in the United States has grown
consistently during the last decade and includes a wide range of entities that
provide funding for the purchase or use of equipment. The equipment leasing
industry in the United States is a significant factor in financing capital
expenditures of businesses. The ELA projects that $183 billion of $593 billion
invested in equipment in 1998 will be financed by means of leasing. According to
ELA estimates, from 1996 to 1997, equipment placed on lease grew by
approximately $10 billion from $170 billion to an estimated $180 billion. The
1996 investment in equipment placed on lease represents an increase of
approximately 90% from comparable 1986 data. The ELA estimates that 80% of all
U.S. businesses currently use leasing or financing to acquire capital assets.
The Company believes that leasing helps businesses to more efficiently acquire
capital equipment, receive favorable tax and accounting treatment and avoid or
mitigate the perceived risks of equipment ownership including obsolescence.
The Company believes the equipment leasing industry is a growing business
in part due to (i) the consolidation of the banking industry, which has
eliminated many of the smaller community banks that traditionally provided
equipment financing for small to mid-size businesses, (ii) stricter lending
requirements imposed by commercial banks, (iii) a trend toward rapid credit
approvals at the point of sale made possible by improved technology, and (iv)
the adoption of accounting pronouncements concerning the accounting treatment
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of transactions with captive finance company subsidiaries, which has caused a
number of manufacturers to eliminate their finance companies, resulting in an
increased demand for independent financing. According to the ELA, two primary
factors contributing to the favorable funding environment experienced by the
commercial leasing industry are a better understanding of the leasing business
by bank regulators and a growing understanding of the leasing industry by the
investment community and the rating agencies.
As a result of the operating efficiencies made possible by advances in
technology and access to the asset-backed securities markets, the Company
believes the larger, better capitalized participants in the equipment leasing
market will have opportunities to consolidate a portion of the market. The
Company believes this consolidation will be driven by: (i) the highly fragmented
nature of the equipment leasing industry; (ii) the need for reductions in the
cost of funds to remain competitive, which will require market participants to
access capital through securitizations or other low cost sources of funds; (iii)
the need for productivity gains and reductions in overhead as a percentage of
revenues by increasing the size of lease portfolios; and (iv) the increased cost
of new technologies that may not be accessible to small to mid-size market
participants due to the relatively high cost.
STRATEGY
The Company's goal is to become a leading consolidator and operator of
equipment leasing and speciality finance businesses. Key elements of the
Company's strategy include:
PURSUE STRATEGIC ACQUISITIONS. The Company intends to capitalize upon
consolidation opportunities in the U.S. equipment leasing industry by pursuing
selective acquisitions. The Company will focus upon opportunities that
complement its existing equipment leasing and commercial specialty finance
businesses as well as opportunities that facilitate entry into new market
segments. The Company's senior management team has significant experience in the
acquisition and integration of businesses, including leasing companies, and
Jonathan J. Ledecky, the Company's co-founder and a director, has considerable
experience consolidating private businesses into publicly-held entities. Mr.
Ledecky has founded or co-founded three publicly-held companies, U.S. Office
Products Company, U.S.A. Floral Products, Inc. and Consolidation Capital
Corporation, each of which has implemented a consolidation strategy.
PROVIDE GREATER ACCESS TO CAPITAL AT LOWER COST. The Company believes that,
due to its pro forma combined lease originations, the diversification of its
portfolio and the experience of its senior management team, it will be able to
provide increased sources of capital at a lower cost to the Founding Companies.
The Company expects to benefit from increased access to capital from both public
and private sources by utilizing traditional credit facilities and accessing
public and private capital through securitizations. The Company believes that
the effective interest rate obtained on borrowings by the Founding Companies
individually is higher than the interest rate that could be obtained by an
entity with the aggregate size of the Company. In addition to the anticipated
ability to lower the Founding Companies' cost of funds, the Company believes
that increased access to capital will allow the Founding Companies to generate
an increased volume of lease originations and develop new lease product
offerings.
ACHIEVE OPERATING EFFICIENCIES. The Company believes that it will be able
to increase the operating efficiency of and achieve certain synergies among the
Founding Companies as well as any subsequently acquired businesses. For example,
one of the Founding Companies, Portfolio Financial Servicing Company, L.P.,
provides servicing and administration for equipment leases and loan portfolios.
After the Mergers, the Company intends to transfer to PFSC, where appropriate,
certain servicing functions currently performed by the Founding Companies. The
Company will also seek to combine certain other administrative functions, such
as accounting and finance, treasury, insurance, employee benefits, strategic
marketing and legal support, at the corporate level, and to institute a
Company-wide management information system. The Company believes the integration
of these functions will enable the Founding Companies to focus on their core
business of lease origination as well as enable the Company to operate in a more
efficient and cost-effective manner.
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EXPAND PRODUCTS AND SERVICE OPPORTUNITIES. The Company believes that the
diversity among the Founding Companies within the equipment leasing industry,
together with the size and geographic breadth of the Company, can create
significant opportunities to increase the volume and type of lease products and
service offerings. The Company plans to expand existing programs, such as
equipment vendor and manufacturer programs, pursue cross-selling opportunities
among the Founding Companies and any subsequently acquired entities, and develop
new products and service offerings. The Company believes potential opportunities
include national expansion of products currently offered by certain of the
Founding Companies on a local or regional basis and leveraging the expertise of
certain of the Founding Companies to enhance the Company's customer service and
off-lease asset remarketing capabilities. In addition, the Company intends to
market products and services under the name UniCapital to establish name
recognition and create a brand image while maintaining the identity and
associated goodwill of each of the Founding Companies.
OPERATE WITH DECENTRALIZED MANAGEMENT. The Company plans to conduct its
operations using a decentralized management approach through which individual
management teams, consisting primarily of current executive officers of the
Founding Companies, will be responsible for the day-to-day operations of the
Founding Companies as well as for helping to identify additional acquisition
candidates in their respective markets. At the same time, a Company-wide team of
senior management will provide the Founding Companies with strategic oversight
and guidance with respect to acquisitions, credit, financing, marketing and
operations. As part of this strategy, the Company intends to foster a culture of
cooperation and teamwork that emphasizes dissemination of "best practices" among
its local management teams. The Company believes stock ownership and incentive
compensation will help to align the objectives of local management with those of
the Company, and that a decentralized management philosophy will result in
better customer service by allowing local management the flexibility to
implement policies and make decisions based on the needs of their customers.
THE FOUNDING COMPANIES
The Founding Companies acquired in conjunction with the consummation of the
IPO with a portion of the proceeds therefrom. The following descriptions of each
of the Founding Companies are categorized according to the primary markets which
each Founding Company serves.
COMPUTER AND TELECOMMUNICATIONS EQUIPMENT LEASING. Computer and
telecommunications equipment leasing includes lease financing for mainframe,
mid-range and personal computers, workstations, servers, telephone systems,
switches, networks, peripherals and related high-technology equipment. Companies
that specialize in computer and telecommunications equipment leasing must
understand customer usage patterns and equipment residual values, including
technological obsolescence issues.
JACOM COMPUTER SERVICES, INC. Founded in 1975, Jacom provides lease
financing for computer and telecommunications equipment to large and middle
market companies, including financial institutions, throughout the United
States. Leases originated by Jacom generally have an average transaction
size of approximately $81,000 and an average term of 36 months. Jacom funds
purchases of the equipment underlying its leases through borrowings and
holds the leases for its own account or sells the future lease payments to
financial institutions. For the twelve months ended December 31, 1997 and
the three months ended March 31, 1998, Jacom originated or acquired $64.0
million and $27.0 million, respectively, in direct financing and sales-type
leases. At December 31, 1997 and at March 31, 1998, the carrying value of
equipment under operating leases was $13.3 million and $12.6 million,
respectively. Jacom employs 49 persons and maintains an office in
Northvale, New Jersey.
VARILEASE CORPORATION. Founded in 1987, Varilease provides lease
financing for computer and telecommunications equipment to Fortune 1000
companies and other businesses throughout the United States. Upon
origination of a lease, Varilease either sells the lease on a non-recourse
basis or retains the lease for its portfolio. Leases originated by
Varilease generally have an average transaction size of approximately
$600,000 and an average term of 36 months. For the twelve months ended
December 31, 1997 and the three months ended March 31, 1998, Varilease
originated or acquired $195.6 million and $40.8 million, respectively, in
direct financing and sales-type leases. At December 31, 1997 and at March
31, 1998, the carrying value of equipment under operating leases was $22.5
million and $19.4 mil-
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lion, respectively. Varilease employs 79 persons and maintains 14 offices
in the United States, including its headquarters in Farmington Hills,
Michigan, and one office in Canada.
LARGE TICKET LEASING AND STRUCTURED FINANCING. Large ticket leases are
typically for equipment with a purchase price in excess of $5.0 million, such as
aircraft, satellites, rail and other transportation equipment. Large ticket
leasing is characterized by fewer transactions involving greater amounts of
capital and lessees that require tailored structures and solutions to meet
particular needs.
CAUFF, LIPPMAN AVIATION, INC. Founded in 1981, Cauff Lippman provides
operating lease financing for used commercial jet aircraft and jet aircraft
engines, as well as brokerage and advisory services to domestic and foreign
commercial airlines, aircraft lessors and institutional investors and
engages in the purchase and sale of aircraft for its own account. Aircraft
leases originated by Cauff Lippman have an average transaction size of
approximately $15.1 million and an average term of 57 months, and aircraft
engine leases have an average transaction size of approximately $1.9
million and an average term of 84 months. Cauff Lippman participated in the
sale, trading, brokerage and financing of 37 aircraft and three aircraft
engines during the year ended December 31, 1997. At December 31, 1997, and
at March 31, 1998, the carrying value of equipment under operating leases
was $23.3 million and $38.7 million, respectively. Cauff Lippman employs
seven persons and maintains an office in Miami, Florida.
MUNICIPAL CAPITAL MARKETS GROUP, INC. Founded in 1989, MCMG arranges
structured financing primarily for community-based mental health/mental
retardation facilities and correctional facilities. MCMG is a registered
broker-dealer and places the bonds and leases that it arranges primarily
with institutional investors. Substantially all of MCMG's revenue is
derived from underwriting and advisory income. For the year ended December
31, 1997, MCMG arranged approximately $152.4 million in municipal leases
and bonds for 40 lessees and borrowers. For the three months ended March
31, 1998 no municipal bond or lease transactions were consummated. MCMG
employs nine persons and maintains three offices, including its
headquarters in Dallas, Texas.
THE NSJ GROUP. Founded in 1989, NSJ provides lease financing for used
commercial jet aircraft and jet aircraft engines to domestic and foreign
commercial airlines and engages in the purchase and sale of aircraft for
its own account. NSJ also engages in remarketing activities on behalf of
airlines, financial institutions and other leasing companies. NSJ arranges
financing for each aircraft it purchases, and either sells the lease to
investors on a non-recourse basis or holds the lease in its portfolio.
Leases originated by NSJ have an initial term of 36 to 84 months. At
December 31, 1997 and at March 31, 1998, the carrying value of equipment
under operating leases was $23.8 million and $23.4 million, respectively.
NSJ employs seven persons and maintains an office in Orlando, Florida.
MIDDLE MARKET LEASING. Middle market leases generally include those leases
for equipment with a purchase price ranging from $250,000 to $5.0 million, such
as construction and manufacturing equipment. Middle market leasing is
characterized by lessees that are sensitive to both price and customer service
issues.
AMERICAN CAPITAL RESOURCES, INC. Founded in 1979, American Capital
provides lease and secured financing for equipment, primarily printing
presses, to companies in the printing, packaging and paper converting
industries. Leases originated by American Capital are direct financing
leases, with an average transaction size of approximately $733,000 and an
average term of 81 months. American Capital either sells the leases that it
originates or borrows the required proceeds from various funding sources on
both a non-recourse and a limited recourse basis. For the twelve months
ended December 31, 1997 and the three months ended March 31, 1998, American
Capital originated or acquired $112.9 million and $30.6 million,
respectively, in direct financing leases. American Capital employs 27
persons and maintains three offices, including its headquarters in
Hackensack, New Jersey.
MATRIX FUNDING CORPORATION. Founded in 1978, Matrix provides lease
financing for a variety of equipment, primarily computer, communication and
electronic equipment, to companies throughout the United States. Matrix
originates the majority of its leases through its telesales program. Upon
origination, Matrix either sells the lease to a third party on a
non-recourse basis, or retains the lease for its portfolio. Leases
originated by Matrix generally have an average transaction size of
approximately $458,000 and an
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average term of 46 months. For the twelve months ended December 31, 1997
and the three months ended March 31, 1998, Matrix originated or acquired
$53.0 million and $9.8 million, respectively, in direct financing and
sales-type leases. At December 31, 1997, and at March 31, 1998, the
carrying value of equipment under operating leases was $1.1 million and
$0.9 million, respectively. Matrix employs 53 persons and maintains an
office in Midvale, Utah.
THE WALDEN ASSET GROUP, INC. Founded in 1991, Walden provides
equipment lease financing for a variety of equipment, including
communications, computer and manufacturing equipment, to Fortune 500 and
other businesses throughout the United States. Lease transactions are
either held in Walden's portfolio or sold, on a non-recourse basis. Leases
originated by Walden generally have an average transaction size of
approximately $500,000 and an average term of 36 months. For the twelve
months ended December 31, 1997 and the three months ended March 31, 1998,
Walden originated or acquired $82.8 million and $28.9 million,
respectively, in direct financing and sales-type leases. At December 31,
1997 and at March 31, 1998, the carrying value of equipment under operating
leases was $3.7 million and $7.4 million, respectively. Walden employs nine
persons and maintains four offices, including its headquarters in
Wellesley, Massachusetts.
SMALL TICKET LEASING. Small ticket leases generally include those leases
for equipment with a purchase price of less than $250,000. Small ticket leasing
generally is a vendor-oriented business in which lessors depend on transaction
flow and streamlined administrative operations.
BOULDER CAPITAL GROUP, INC. Founded in 1986, Boulder provides lease
financing for petroleum retail equipment, including car washes, fuel
dispensers and convenience store operating equipment, to petroleum retail
businesses. In addition, Boulder has recently commenced providing financing
for the acquisition of real property, including buildings and underground
fuel tanks, for petroleum retail locations. Boulder originates leases
directly with the owner of the petroleum retail business, as well as
through programs with petroleum companies, equipment manufacturers and
distributors. Upon origination, Boulder either retains the lease for its
portfolio or sells the lease on a limited recourse basis while retaining
the servicing responsibility. Leases originated by Boulder generally have
an average transaction size of approximately $108,000 and an average term
of 60 months. For the twelve months ended December 31, 1997 and the three
months ended March 31, 1998, Boulder originated or acquired $21.3 million
and $5.8 million, respectively, in direct financing and sales-type leases.
At December 31, 1997 and at March 31, 1998, the carrying value of equipment
under operating leases was $0.6 million and $0.5 million, respectively.
Boulder employs 24 persons and maintains an office in Boulder, Colorado.
K.L.C., INC. Founded in 1972, Keystone provides lease financing for a
variety of equipment, primarily tractor trailers, embroidery machines and
construction equipment to companies throughout the United States. Leases
originated by Keystone generally have an average transaction size of
approximately $32,000 and an average term of approximately 47 months. Upon
origination, Keystone either retains the lease for its portfolio, or sells
the lease to a third party, while retaining the servicing responsibility.
For the twelve months ended December 31, 1997 and the three months ended
March 31, 1998, Keystone originated or acquired $43.0 million and $9.9
million, respectively, in direct financing and sales-type leases. Keystone
employs 36 persons and maintains an office in West Hartford, Connecticut.
MERRIMAC FINANCIAL ASSOCIATES. Founded in 1984, Merrimac provides
equipment financing to operating companies that engaged in the
coin-operated, vending, amusement and coffee service businesses. Merrimac
enters into leases with the operating companies and in most instances has a
recourse agreement with the equipment vendor in the event of default by the
lessee. Leases originated by Merrimac have an average transaction size of
approximately $10,000 and an average term of 24 months. For the twelve
months ended December 31, 1997 and the three months ended March 31, 1998,
Merrimac originated or acquired $8.9 million and $2.2 million,
respectively, in direct financing and sales-type leases. Merrimac employs
six persons and maintains an office in Billerica, Massachusetts.
LEASE SERVICING. Lease servicing involves lease administrations and
processing services, including lease accounting for both financial reporting and
federal income tax purposes, lien searches, UCC filings, asset tracking,
insurance tracking, preparation of sales, use and property tax returns,
invoicing and collections.
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PORTFOLIO FINANCIAL SERVICING COMPANY, L.P. Founded in 1993, PFSC
provides servicing and processing services to leasing companies. PFSC
currently services approximately 14,400 contracts for 14 customers. The
contract sizes range from under $10,000 to over $30 million. During 1997,
PFSC was the servicer for 14 securitization pools, including 12 pools for
which PFSC was the primary servicer. PFSC derives its revenue from
servicing fees, including set-up, monthly and conversion fees. For the year
ended December 31, 1997 and the three months ended March 31, 1998, PFSC had
total revenues of approximately $1.5 million and $0.4 million,
respectively. PFSC employs 51 persons and maintains an office in Portland,
Oregon. The Company intends to utilize PFSC to provide lease administration
and processing services for certain of the leases originated by the
Founding Companies or by entities that may hereafter be acquired by the
Company, as well as for any securitizations undertaken by the Company.
UniCapital has entered into an agreement with an unrelated third party to
negotiate a possible sale by UniCapital of all or a portion of PFSC's
existing business of servicing the portfolios of leasing companies other
than affiliates of UniCapital. No definitive agreement to sell such
business has been reached, nor have any of the material terms of such
agreement been determined. UniCapital believes that any such sale would not
adversely affect PFSC's capacity to service leases of the Founding
Companies or of any other entities that may hereafter be acquired by the
Company.
PRODUCTS AND SERVICES
The Company provides lease financing and related services to a broad range
of commercial customers. The Company originates direct financing leases,
sales-type leases and operating leases. In addition to financing equipment
through leases, the Company sells new equipment and provides lease- and
equipment-related services, such as servicing, brokering and remarketing, which
is the sale of equipment that has come off lease.
Direct Financing Leases. A significant portion of the Company's leases are
direct financing leases, which transfer substantially all of the benefits and
risks of equipment ownership to the lessees. A lease is classified as a direct
financing lease if the collection of the minimum lease payments is reasonably
predictable, no significant uncertainties exist relating to unreimbursable costs
yet to be incurred by the lessor under the lease and the lease meets one of the
following criteria: (i) ownership of the property is transferred to the lessee
at the end of the lease term; (ii) the lease contains a bargain purchase option;
(iii) the term of the lease is at least equal to 75% of the estimated economic
life of the leased equipment; or (iv) the present value of the minimum lease
payments is at least equal to 90% of the fair value of the leased equipment at
the inception of the lease.
Sales-Type Leases. Sales-type leases, like direct financing leases,
transfer substantially all of the benefits and risks of equipment ownership to
the lessees. However, sales-type leases include profit at lease inception to the
extent the fair value of the equipment exceeds the Company's carrying value. A
lease is classified as a sales-type lease if the collection of the minimum lease
payments is reasonably predictable, no significant uncertainties exist relating
to unreimbursable costs yet to be incurred by the lessor under the lease and the
lease meets one of the following criteria: (i) ownership of the property is
transferred to the lessee at the end of the lease term; (ii) the lease contains
a bargain purchase option; (iii) the term of the lease is at least equal to 75%
of the estimated economic life of the leased equipment; or (iv) the present
value of the minimum lease payments is at least equal to 90% of the fair value
of the leased equipment at the inception of the lease.
Operating Leases. All lease contracts which do not meet the criteria of
direct financing leases or sales-type leases are accounted for as operating
leases.
Some of the Founding Companies use master lease agreements as a means to
establish an ongoing relationship with customers. Once a master lease has been
negotiated and entered into, the lease of a particular piece of equipment is
documented by a schedule to that lease, thereby facilitating the fast and
efficient funding of a lease.
In general, the Company's lease transactions are net leases with a
specified noncancelable lease term. The leases include a "hell-or-high-water"
provision which requires the lessee to make all lease payments under all
circumstances and which requires the lessee to maintain the equipment, pay all
property, sales and use taxes and insure the equipment against casualty loss.
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RESIDUAL INTEREST IN EQUIPMENT
The Company retains a residual interest in the equipment covered by many of
its leases. The Company generally seeks to determine the best remarketing plan
for such equipment prior to the expiration of the lease. In many cases, the
remarketing plan provides for the continuation of the lease or the negotiated
sale of the underlying equipment.
CREDIT AND COLLECTION POLICIES AND PROCEDURES
The Company will employ underwriting policies and procedures that are
intended to minimize the risk of delinquencies and credit losses. The Company
has hired a corporate credit officer and will have a Credit Committee that will
establish overall corporate credit guidelines and individual guidelines tailored
to the business of each Founding Company. The corporate credit officer will
review a sample of credit decisions made by each Founding Company to ensure
compliance with corporate credit guidelines and may also make credit decisions
for those transactions which exceed the credit approval authority of the
Founding Company. The Company's credit underwriting policies will include
specific criteria for those leases that the Company intends to securitize.
The credit approval process generally takes place at the Founding Company
level and includes a review of financial statements, a credit report, and,
depending upon the size of the proposed transaction and the business, credit
references and a review of the personal credit of the principals of the
business. The Company anticipates utilizing a credit scoring model for approving
credits on small ticket leases. Proposed transactions which are not within the
credit parameters authorized for the Founding Company originating the lease,
must be reviewed by the corporate credit officer or the Credit Committee.
The Founding Companies have developed collection procedures designed to
identify accounts experiencing payment problems quickly and, if necessary, take
action to preserve the Founding Companies' equity interest in the equipment.
Generally, when payments are past due, the Founding Companies send a notice of
delinquency and charge a late fee to the lessee. After the Mergers, the Company
will transfer certain servicing and collection functions to PFSC. See
"-- Servicing, Collection and Administration."
SERVICING, COLLECTION AND ADMINISTRATION
The Company anticipates that, PFSC, will provide servicing, collection and
administration services for certain of the leases originated by the Founding
Companies. PFSC has the capability to provide transaction processing and
management services for each lease contract, from the time it is originated
through its termination, including set-up, billing, cash posting, customer
service, accounting, collection, tax compliance and asset management. PFSC will
also be the service provider for the Company's securitizations. PFSC's service
offerings include lien searches, UCC filings, asset tracking, insurance
tracking, preparation of sales, use and property tax returns, invoicing and
collections. Currently, PFSC services approximately 14,400 contracts for 14
customers, with contract sizes ranging from $1,180 to $31.6 million. During
1997, PFSC was a servicer for 14 securitization pools, including 12 pools for
which PFSC was the primary servicer. UniCapital has entered into an agreement
with an unrelated third party to negotiate a possible sale by UniCapital of all
or a portion of PFSC's existing business of servicing the portfolios of leasing
companies other than affiliates of UniCapital. No definitive agreement to sell
such business has been reached, nor have any of the material terms of such
agreement been determined. UniCapital believes that any such sale would not
adversely affect PFSC's capacity to service leases of the Founding Companies or
of any other entities that may hereafter be acquired by UniCapital.
The Company will determine, on a company-by-company and
customer-by-customer basis, whether to transfer the servicing functions
performed by the Founding Companies, and any subsequently acquired businesses,
to PFSC. The Company expects that it will transfer the servicing and collection
function to PFSC in those circumstances in which the Company anticipates that
the transfer will not have a significant adverse effect on servicing,
collections or customer relations.
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SALES AND MARKETING
Each of the Founding Companies employs sales representatives to originate
leases. Sales and marketing efforts are conducted on a one-on-one basis with
established accounts, through equipment manufacturers and vendors and also
through advertising, participation in trade associations and telesales. The
Founding Companies employ an aggregate of approximately 119 salespersons. Most
of the salespersons are compensated on a commission basis or through other
incentive-based compensation programs. After the Mergers, each Founding Company
continued to operate its business using its current name. In addition, the
Company intends to market products and services under the name UniCapital to
establish name recognition and create a brand image while maintaining the
identity and associated goodwill of each of the Founding Companies.
COMPETITION
The financing of equipment is highly competitive. The Company competes for
customers with a number of national, regional and local finance companies. In
addition, the Company's competitors include those equipment manufacturers that
finance the sale or lease of their products themselves and other traditional
types of financial services companies, such as commercial banks and savings and
loan associations, all of which provide financing for the purchase of equipment.
Many of the Company's competitors and potential competitors possess
substantially greater financial, marketing and operational resources than the
Company. The Company's competitors and potential competitors include many
larger, more established companies which may have a lower cost of funds than the
Company and access to capital markets and to other funding sources which may be
unavailable to the Company.
Competition in the equipment lease finance market is based primarily on
lease rates, terms, reliability in meeting commitments, customer service and
market presence. Although the Company expects that credit facilities, sales of
leases and securitizations will have the effect of making capital available at a
cost which will allow the Company to offer competitive lease rates, the Company
may not be successful in completing future securitizations, or any such
securitizations may not result in increased proceeds to the Company from lease
sales. The Company will continue to encounter significant competition, and the
Company may not be able to compete effectively in its chosen market segments or
any new market segments which the Company enters.
FACILITIES
The Company's corporate offices are located in leased space at 10800
Biscayne Boulevard, Miami, Florida 33161. The telephone number of its principal
executive offices is (305) 899-5000.
In addition to its corporate offices, the Company leases the following
facilities (except for the Farmington Hills, Michigan headquarters of Varilease
which the Company acquired in connection with the Varilease Merger):
<TABLE>
<CAPTION>
FOUNDING COMPANY LOCATION PRINCIPAL USE
- ---------------- ------------------------------- -------------
<S> <C> <C>
American Capital Hackensack, New Jersey Headquarters
Los Angeles, California Sales office
Charlotte, North Carolina Sales office
Boulder Boulder, Colorado Headquarters
Cauff Lippman Miami, Florida Headquarters
Jacom Northvale, New Jersey Headquarters
Keystone West Hartford, Connecticut Headquarters
Matrix Midvale, Utah Headquarters
Salt Lake City, Utah Warehouse
Merrimac Billerica, Massachusetts Headquarters
MCMG Dallas, Texas Headquarters
Denver, Colorado Sales office
Uniondale, New York Sales office
NSJ Orlando, Florida Headquarters
PFSC Portland, Oregon Headquarters
</TABLE>
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<TABLE>
<CAPTION>
FOUNDING COMPANY LOCATION PRINCIPAL USE
- ---------------- ------------------------------- -------------
<S> <C> <C>
Varilease Farmington Hills, Michigan Headquarters
Phoenix, Arizona Warehouse
Scottsdale, Arizona Sales office
San Juan Capistrano, California Sales office
Huntington Beach, California Sales office
Santa Barbara, California Sales office
Westport, Connecticut Sales office
Atlanta, Georgia Sales office
Columbia, Maryland Sales office
Ashland, Massachusetts Sales office
St. Louis, Missouri Sales office
Absecon, New Jersey Sales office
Brooklyn, New York Sales office
Suffern, New York Sales office
Warrenton, Virginia Sales office
Toronto, Ontario, Canada Sales office
Walden Wellesley, Massachusetts Headquarters
Norwalk, Connecticut Sales office
Delmar, New York Sales office
Northfield, Ohio Sales office
</TABLE>
The Company believes that all of the facilities of the Founding Companies
are adequate for their respective current and anticipated operations.
EMPLOYEES
As of June 8, 1998, UniCapital retained the services of 28 employees,
primarily engaged in mergers and acquisitions, finance and accounting, and
administration. As of March 31, 1998, the Founding Companies collectively
employed approximately 356 people, of whom approximately 341 were full-time
employees and approximately 15 were part-time employees. Approximately 126
employees were engaged in operations, 119 were engaged in sales, and 111 were
engaged in a variety of administrative and managerial functions. The Company
believes that its relations with all of its employees are good.
LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings.
GOVERNMENT REGULATION
Although most states do not regulate the equipment financing business,
certain states require licensing of lenders and financiers, impose limitations
on interest rates and other charges, mandate adequate disclosure of certain
contract terms and constrain certain collection practices and creditor remedies.
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MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information concerning each of the
executive officers and directors of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Robert New 33 Chairman and Chief Executive Officer
Theodore J. Rogenski 57 Chief Operating Officer
Bruce E. Kropschot 57 Vice Chairman -- Mergers & Acquisitions
Martin Kalb 55 Executive Vice President and General Counsel
Steven E. Hirsch 44 Executive Vice President -- Structured
Finance
Jonathan New 38 Chief Financial Officer
Vincent W. Eades 39 Director
Jonathan J. Ledecky 40 Director
John A. Quelch 45 Director
Anthony K. Shriver 32 Director
</TABLE>
ROBERT NEW co-founded UniCapital in October 1997 and has since served as
its Chairman and Chief Executive Officer. From July 1996 until December 1997,
Mr. New served as an operating company president of and as acquisition
consultant to U.S. Office Products Company, a publicly-held supplier of a broad
range of office products and business services, where Mr. New participated in
over 40 acquisitions. From March 1990 until August 1997, Mr. New served as Chief
Executive Officer of Prudential of Florida Leasing, Inc., a small-ticket leasing
company. From December 1989 through July 1996, Mr. New served as President and
Chief Executive Officer of Prudential of Florida, Inc., an office services
company. Robert New is the brother of Jonathan New.
THEODORE J. ROGENSKI has served as Chief Operating Officer since May 1998.
From February 1998 to May 1998, Mr. Rogenski served as a consultant to
UniCapital providing services consistent with the duties and responsibilities of
Chief Operating Officer. From December 1994 until January 1997, Mr. Rogenski
served as Chief Operating Officer of LINC Anthem Corporation and its successor,
Newcourt LINC Financial, Inc., a leasing company specializing in small-ticket
leasing as well as financial products for the health care industry, after which
he was subject to a noncompetition agreement. From 1990 until April 1992, Mr.
Rogenski served as the President and Chief Executive Officer of John Hancock
Leasing Corporation, after which he pursued personal interests. From 1981 until
1990, Mr. Rogenski served as President and Chief Executive Officer of Wells
Fargo Leasing Corporation.
BRUCE E. KROPSCHOT has served as Vice Chairman -- Mergers & Acquisitions
since May 1998. From November 1997 to May 1998, Mr. Kropschot served as a
consultant to UniCapital providing services consistent with the duties and
responsibilities of Vice Chairman -- Mergers & Acquisitions. From 1987 through
December 1997, he was founder and President of Kropschot Financial Services, a
merger and acquisition advisor to equipment leasing companies, which has
arranged for the sale of over 100 equipment leasing and specialty finance
businesses. From 1980 to 1986, Mr. Kropschot served as President and Vice
Chairman of Master Lease Corporation, which is now known as Tokai Financial
Services, Inc. From 1972 to 1980, Mr. Kropschot served as Executive Vice
President of HBE Leasing Corporation and Vice President -- Finance, of its
parent corporation, HBE Corporation. Mr. Kropschot serves on the board of
directors of the Equipment Leasing Association of America.
MARTIN KALB has served as Executive Vice President and General Counsel
since May 1998. From October 1997 to May 1998, Mr. Kalb served as a consultant
to UniCapital providing services consistent with the duties and responsibilities
of Executive Vice President and General Counsel of UniCapital. From 1987 until
November 1997, he was a senior partner in the Miami, Florida office of Greenberg
Traurig Hoffman Lipoff Rosen & Quentel, P.A. whose practice focused upon mergers
and acquisitions, income taxation and estate planning.
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<PAGE> 88
STEVEN E. HIRSCH has served as Executive Vice President -- Structured
Finance since May 1998. From January 1998 to May 1998, Mr. Hirsch served as a
consultant to UniCapital providing services consistent with the duties and
responsibilities of Executive Vice President -- Structured Finance of
UniCapital. From 1987 until January 1998, Mr. Hirsch was associated with Morgan
Stanley & Co. Incorporated, most recently as the Head of the Leasing Products
Group. From 1984 until 1987 Mr. Hirsch served as Senior Vice President of Matrix
Leasing International, Inc., an equipment leasing brokerage and packaging
concern and a wholly-owned subsidiary of First Bank Systems. From 1980 until
1983, Mr. Hirsch served as Vice President and Eastern Regional Manager of Wells
Fargo Leasing Corporation.
JONATHAN NEW has served as the Chief Financial Officer of UniCapital since
October 1997. Mr. New served as Vice President and Controller of Delta Financial
Corporation, a securitizing mortgage bank, from August 1995 until December 1997.
From March 1993 until August 1995, Mr. New was the Controller of RAI Credit
Corporation, a securitizing private label credit card and data processing
business. Jonathan New is the brother of Robert New.
VINCENT W. EADES has been a Director of UniCapital since October 1997. Mr.
Eades has served as the Senior Vice President of Sales and Marketing for
Starbucks Coffee Co. Inc. since May 1995. Mr. Eades was employed by Hallmark
Cards Inc., most recently as a General Manager, from November 1985 through April
1995. Mr. Eades also serves as a director of U.S.A. Floral Products, Inc. and as
a director of Consolidation Capital Corporation.
JOHN A. QUELCH has been a Director of UniCapital since October 1997. Dr.
Quelch has been a director of U.S. Office Products Company since February 1995.
Dr. Quelch is the Sebastian S. Kresge Professor of Marketing at the Harvard
Business School. Dr. Quelch serves on the board of directors of WPP Group plc, a
marketing services company that includes Ogilvy & Mather, J. Walter Thompson and
Hill & Knowlton. Mr. Quelch also serves as a director of U.S.A. Floral Products,
Inc.
JONATHAN J. LEDECKY co-founded UniCapital in October 1997 and has since
served as a director. From October 1997 until April 1998, Mr. Ledecky also
served as Non-Executive Chairman of the Company's Board of Directors. Mr.
Ledecky founded U.S. Office Products Company in October 1994 and has served as
its Chairman of the Board and, until November 1997, its Chief Executive Officer.
Since its inception, U.S. Office Products Company has acquired over 190
companies. Mr. Ledecky has also served as the Non-Executive Chairman of the
Board of U.S.A. Floral Products, Inc. since April 1997. Mr. Ledecky founded
Consolidation Capital Corporation in February 1997 and serves as its Chairman
and Chief Executive Officer. From 1991 until September 1994 Mr. Ledecky served
as President and Chief Executive Officer of Legacy Dealer Capital Fund, Inc.
ANTHONY K. SHRIVER has been a director of UniCapital since March 1998. Mr.
Shriver has been Chairman and Chief Executive Officer of Best Buddies
International, Inc., a non-profit organization that provides mentally
handicapped adults with employment services and promotes their social
integration, since February 1989. From May 1996 to March 1998, he also served as
Chairman and Chief Executive Officer of Fast Rx, Inc., a pharmaceutical sales
company which provides physicians the technology to dispense products at the
point of care, and from March 1997 to September 1997 he was Chairman of Larkin
Community Hospital.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has established an Audit Committee and a
Compensation Committee.
The responsibilities of the Audit Committee include recommending to the
Board of Directors the independent public accountants to be selected to conduct
the annual audit of the books and records of the Company, reviewing the proposed
scope of such audit and approving the audit fees to be paid, reviewing
accounting and financial controls of the Company with the independent public
accountants and the Company's financial and accounting staff and reviewing and
approving transactions between the Company and its directors, officers and
affiliates. Mr. Ledecky is a member of the Audit Committee; an additional
non-employee director will be appointed to the Audit Committee not later than
the first meeting of the Board of Directors held after the date of this
Prospectus.
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<PAGE> 89
The Compensation Committee provides a general review of the Company's
compensation plans to ensure that they meet corporate objectives. The
responsibilities of the Compensation Committee also include administering the
1998 Long-Term Incentive Plan, including selecting the officers and salaried
employees to whom awards will be granted. Mr. Eades is a member of the
Compensation Committee; an additional non-employee director will be appointed
the Compensation Committee not later than the first meeting of the Board of
Directors held after the date of this Prospectus.
DIRECTOR COMPENSATION
Directors who are not currently receiving compensation as officers,
employees or consultants of the Company are entitled to receive an annual
retainer fee of $25,000, plus reimbursement of expenses for each meeting of the
Board of Directors and each committee meeting that they attend in person. In
addition, non-employee directors receive certain formula grants of non-qualified
stock options under the 1998 Non-Employee Directors' Stock Plan. See " -- 1998
Non-Employee Directors' Stock Plan."
EXECUTIVE COMPENSATION
UniCapital was incorporated in October 1997. Beginning May 20, 1998 and for
the balance of 1998, the Company will, pursuant to employment agreements, pay
compensation based on the following annual salaries to the executive officers
named below (together, the "Named Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION SECURITIES
------------ UNDERLYING
NAME POSITION SALARY(1) OPTIONS
- ------------------------------------- ---------------------------- ------------ ------------
<S> <C> <C> <C>
Robert New Chairman and Chief Executive $650,000 500,000(2)
Officer
Theodore J. Rogenski Chief Operating Officer 475,000 200,000(3)
Bruce E. Kropschot Vice Chairman -- Mergers & 450,000 --
Acquisitions
Martin Kalb Executive Vice President and 450,000 --
General Counsel
Steven E. Hirsch Executive Vice President -- 250,000 --
Structured Finance
Jonathan New Chief Financial Officer 250,000 --
</TABLE>
- ---------------
(1) For Messrs. Rogenski, Kropschot, Kalb and Hirsch, the amount listed is the
annualized consulting fee paid to each such individual for periods prior to
the consummation of the IPO and the annual salary to be paid under each such
individual's agreed-upon Employment Agreement from and after consummation of
the IPO.
(2) Consists of options to be granted under the 1998 Long-Term Incentive Plan
upon the consummation of the IPO at an exercise price equal to $19.00 per
share, which options are immediately exercisable.
(3) Consists of options granted under the 1997 Executive Non-Qualified Stock
Option Plan, at an exercise price of $3.00 per share, which options are
immediately exercisable.
The Company currently has no bonus plan for the Named Executive Officers,
and has not yet determined any of the parameters (including the maximum amount,
if any, that may be paid in cash to any individual) of any bonus plan that it
may ultimately adopt. Pursuant to Employment Agreements to be entered into with
each Named Executive Officer in connection with the Offering, such individual
will be entitled to participate in any such bonus plan that the Company may
adopt.
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<PAGE> 90
1997 EXECUTIVE NON-QUALIFIED STOCK OPTION PLAN
The Company's Board of Directors has adopted and the stockholders have
approved the UniCapital Corporation 1997 Executive Non-Qualified Stock Option
Plan (the "Executive Plan"), under which awards of options to acquire shares of
Common Stock may be made to employees, directors, consultants and advisors of
the Company or any of its subsidiaries. The purpose of the Executive Plan is to
promote the interests of the Company and its stockholders by (i) attracting and
retaining employees, consultants and advisors of outstanding ability, (ii)
motivating such persons, by means of performance-related incentives, to achieve
longer-range performance goals, and (iii) enabling such persons to participate
in the long-term growth and financial success of the Company.
Administration. The Executive Plan is to be administered by a committee of
the Board (the "Committee"). The Board has designated the Compensation Committee
of the Board to serve as the Committee that administers the Executive Plan.
After the effective date of the registration statement of which this Prospectus
forms a part, the Committee must at all times consist of two or more persons,
each of whom qualifies as an "outside director" within the meaning of Section
162(m) or any successor provision of the Internal Revenue Code of 1986, as
amended (the "Code"), and applicable Treasury regulations thereunder, if such
qualification is deemed necessary in order for the grant or the exercise of
awards made under the Executive Plan to qualify for any tax or other material
benefit to participants or the Company under applicable law.
Shares Available. The maximum number of shares of Common Stock as to which
awards may be granted under the Executive Plan is 500,000 shares. After the
effective date of the registration statement of which this Prospectus forms a
part, no participant in the Executive Plan will be granted awards in respect of
more than 100,000 shares of Common Stock in any calendar year. The Common Stock
to be offered under the Executive Plan will be authorized but unissued Common
Stock, or issued Common Stock which will have been reacquired by the Company and
held in its treasury. As of the date of this Prospectus, awards of options to
purchase an aggregate of 200,000 shares of Common Stock had been made under the
Executive Plan.
Shares Subject to Terminated Awards. The Common Stock covered by any
unexercised portion of terminated stock options granted under the Executive Plan
cannot again be subject to new awards under the Executive Plan. In the event the
purchase price of a stock option is paid in whole or in part through the
delivery of Common Stock, only the net number of shares of Common Stock issuable
in connection with the exercise of the stock option will be counted against the
number of shares remaining available for the grant of awards under the Executive
Plan.
Adjustments. The number of shares subject to outstanding options under the
Executive Plan, the exercise price of such stock options and the number of
shares available for stock options subsequently granted under the Executive Plan
will be appropriately adjusted to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other change in
capitalization with a similar substantive effect upon the Executive Plan or the
awards granted under the Executive Plan.
Awards. The Committee will have discretion to grant awards under the
Executive Plan to employees, directors, consultants or advisors of the Company
or any of its subsidiaries, provided that such consultants or advisors render
bona fide services which are not in connection with the offer or sale of
securities in a capital-raising transaction. The Committee will determine those
individuals who will receive awards and the number of shares of Common Stock to
be covered by each award. Discretionary Awards shall be in the form of stock
options which do not and are not intended to meet the requirements of Section
422 of the Code ("Nonqualified Options").
Terms and Conditions of Awards. The Committee will determine the terms and
conditions of each award, including the exercise price (which may be less than
the fair market value of the Common Stock on the date of grant). Unless
otherwise determined by the Committee, all rights to exercise options under
Discretionary Awards will terminate on the first to occur of (i) the scheduled
expiration date as set forth in the applicable stock option agreement, (ii)
thirty days following the date of termination of employment for any reason other
than death or permanent disability (as defined in the Code) of the participant
or (iii) one year following the date of termination of employment by reason of
the participant's death or permanent disability. The exercise price of all stock
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<PAGE> 91
options granted under the Executive Plan will be payable in cash or in such
other form of considerations as the Committee may approve in the applicable
option agreement, including, without limitation, (i) by the delivery to the
Company by the participant of a promissory note containing such terms as the
Committee may determine, (ii) by the delivery to the Company by the participant
of shares of Common Stock that have been held by the participant for at least
six months prior to exercise of the option, valued at the fair market value of
such shares on the date of exercise or (iii) pursuant to a cashless exercise
arrangement with a broker. Options awarded under the Executive Plan are
transferable by will or the laws of descent and distribution, or to the extent
determined by the Committee and set forth in the applicable option agreement.
Options granted under the Executive Plan may be exercised by the participant or
by any permitted transferee.
Consequences of Change of Control. Upon a "Change of Control" (as defined
in the Executive Plan), each outstanding option granted under the Executive Plan
shall automatically accelerate vesting and become immediately exercisable in
full, unless the option is, in connection with the Change of Control, either
assumed by the "Acquiring Corporation" (as defined in the Executive Plan) or
parent thereof in connection with the Change of Control or replaced with a
comparable option to purchase shares of the capital stock of the Acquiring
Corporation or parent thereof. Assumed or replaced options held by an employee
whose employment with the Company or the Acquiring Corporation is terminated
without "cause" (as defined in the Executive Plan) or who resigns for "good
reason" (as defined in the Executive Plan) in the period beginning upon the
Change of Control and ending 12 months following the Change of Control will
become immediately exercisable upon the date of such termination or resignation
of employment. The Executive Plan provides that no action described in the
Executive Plan, including any acceleration of vesting, shall be taken that would
make a Change of Control ineligible for "pooling of interest" accounting
treatment or that would make a Change of Control ineligible for desired tax
treatment if, in the absence of such action, the Change of Control would qualify
for such treatment and if the Company intends to use such treatment with respect
to such Change of Control.
Withholding Obligations. The Company has the right to deduct from a
participant's salary, bonus or other compensation any taxes required by law to
be withheld with respect to awards made under the Executive Plan. In the
Committee's discretion, a participant may be permitted to elect to have withheld
from the shares otherwise issuable to the participant, or to tender to the
Company, the number of shares of Common Stock whose fair market value equals the
amount required to be withheld.
Amendment and Termination. The Board may, by resolution, amend or revise
the Executive Plan. Such action will not be effective without stockholder
approval if such approval is required to maintain the compliance of the
Executive Plan and/or awards granted to directors, executive officers or other
persons with Rule 16b-3 promulgated under the Securities Exchange Act or 1934,
as amended, or any successor rule. The Board may not modify any options
previously granted under the Executive Plan in a manner adverse to the holders
thereof without the consent of such holders (other than such adjustments
required to reflect capital changes). The Executive Plan will terminate on
November 13, 2007, unless it is earlier terminated by the Board. Termination of
the Executive Plan will not affect awards previously granted under the Executive
Plan.
1998 LONG-TERM INCENTIVE PLAN
The Company's Board of Directors has adopted and the stockholders have
approved the UniCapital Corporation 1998 Long-Term Incentive Plan (the "LTIP"),
under which awards of options to acquire shares of Common Stock may be made to
employees, directors (other than non-employee directors who receive options
under the Company's 1998 Non-Employee Directors' Stock Plan), consultants and
advisors of the Company or any of its subsidiaries. The purpose of the LTIP is
to promote the interests of the Company and its stockholders by (i) attracting
and retaining employees, consultants and advisors of outstanding ability, (ii)
motivating such persons, by means of performance-related incentives, to achieve
longer-range performance goals, and (iii) enabling such persons to participate
in the long-term growth and financial success of the Company.
Administration. The LTIP is to be administered by a Committee, which the
Board has designated to be the Compensation Committee. After the effective date
of the registration statement of which this Prospectus forms a part, the
Committee must at all times consist of two or more persons, each of whom
qualifies as an "outside
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<PAGE> 92
director" within the meaning of Section 162(m) or any successor provision of the
Internal Revenue Code of 1986, as amended (the "Code"), and applicable Treasury
regulations thereunder, if such qualification is deemed necessary in order for
the grant or the exercise of awards made under the LTIP to qualify for any tax
or other material benefit to participants or the Company under applicable law.
Shares Available. The maximum number of shares of Common Stock as to which
awards may be granted under the LTIP is equal to 15% of the total number of
shares of Common Stock outstanding from time to time. After the effective date
of the registration statement of which this Prospectus forms a part, no
participant in the LTIP will be granted awards in respect of more than 500,000
shares of Common Stock in any calendar year. The Common Stock to be offered
under the LTIP will be authorized but unissued Common Stock, or issued Common
Stock which will have been reacquired by the Company and held in its treasury.
As of the date of this Prospectus, no awards of options had been made under the
LTIP.
Shares Subject to Terminated Awards. The Common Stock covered by any
unexercised portion of terminated stock options granted under the LTIP may again
be subject to new awards under the LTIP. In the event the purchase price of a
stock option is paid in whole or in part through the delivery of Common Stock,
only the net number of shares of Common Stock issuable in connection with the
exercise of the stock option will be counted against the number of shares
remaining available for the grant of awards under the LTIP.
Adjustments. The number of shares subject to outstanding options under the
LTIP, the exercise price of such stock options and the number of shares
available for stock options subsequently granted under the LTIP will be
appropriately adjusted to reflect any stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other change in capitalization
with a similar substantive effect upon the LTIP or the awards granted under the
LTIP.
Discretionary Awards. The Committee will have discretion to grant awards
under the LTIP to employees, directors, consultants or advisors of the Company
or any of its subsidiaries, provided that such consultants or advisors render
bona fide services which are not in connection with the offer or sale of
securities in a capital-raising transaction. The Committee will determine those
individuals who will receive discretionary awards and the number of shares of
Common Stock to be covered by each discretionary award. Discretionary awards may
be in the form of stock options meeting the requirements of Section 422 of the
Code ("Incentive Stock Options") or Nonqualified Options which do not meet such
requirements. The maximum number of shares as to which Incentive Stock Options
may be granted under the LTIP is 5,000,000.
Terms and Conditions of Discretionary Awards. The Committee will determine
the terms and conditions of each Discretionary Award, provided that (i)
Discretionary Awards will be granted at an exercise price of not less than 100%
of the fair market value of the Common Stock on the date of grant (110% of the
fair market value in the case of a grant of Incentive Stock Options) to a
participant who at the time of such grant owns (within the meaning of Section
424(d) of the Code) more than 10% of the voting power of all classes of stock or
the Company (a "10% Holder"), (ii) the period within which a Discretionary Award
may be exercised will not exceed ten years from the date of grant (five years in
the case of a grant of Incentive Stock Options to a 10% Holder), and (iii) the
aggregate fair market value (determined on the date of grant) of Common Stock
with respect to which Incentive Stock Options granted to a participant under the
LTIP or any other plan of the Company and its subsidiaries become exercisable
for the first time in any single calendar year will not exceed $100,000. Unless
otherwise determined by the Committee, all rights to exercise options under
Discretionary Awards will terminate on the first to occur of (i) the scheduled
expiration date as set forth in the applicable stock option agreement, (ii)
thirty days following the date of termination of employment for any reason other
than death or permanent disability (as defined in the Code) of the participant
or (iii) one year following the date of termination of employment by reason of
the participant's death or permanent disability.
Withholding Obligations. The Company has the right to deduct from a
participant's salary, bonus or other compensation any taxes required by law to
be withheld with respect to awards made under the LTIP. In the Committee's
discretion, a participant may be permitted to elect to have withheld from the
shares otherwise issuable to the participant, or to tender to the Company, the
number of shares of Common Stock whose fair market value equals the amount
required to be withheld.
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<PAGE> 93
Amendment and Termination. The Board may, by resolution, amend or revise
the LTIP. Such action will not be effective without stockholder approval if such
approval is required to maintain the compliance of the LTIP and/or awards
granted to directors, executive officers or other persons with Rule 16b-3
promulgated under the Securities Exchange Act or 1934, as amended, or any
successor rule. The Board may not modify any options previously granted under
the LTIP in a manner adverse to the holders thereof without the consent of such
holders (other than such adjustments required to reflect capital changes). The
LTIP will terminate on the tenth anniversary of the effective date of the LTIP,
unless it is earlier terminated by the Board. Termination of the LTIP will not
affect awards previously granted under the LTIP.
1998 NON-EMPLOYEE DIRECTORS' STOCK PLAN
The Company's Board of Directors has adopted and the stockholders have
approved the UniCapital Corporation 1998 Non-Employee Directors' Stock Plan (the
"Directors' Plan"), under which awards of options to acquire shares of Common
Stock will be made automatically to non-employee directors. The purpose of the
Directors' Plan is to promote the interests of the Company and its stockholders
by enabling non-employee directors, who are ineligible to participate in the
LTIP, to participate in the long-term growth and financial success of the
Company.
Shares Available. Awards under the Directors' Plan may be granted as to a
maximum of 500,000 shares of Common Stock. The Common Stock to be offered under
the Directors' Plan will be authorized but unissued Common Stock, or issued
Common Stock which will have been reacquired by the Company and held in its
treasury. As of the date of this Prospectus, no awards of options had been made
under the Directors' Plan.
Shares Subject to Terminated Awards. The Common Stock covered by any
unexercised portion of terminated stock options granted under the Directors'
Plan may again be subject to new awards under the Directors' Plan. In the event
the purchase price of a stock option is paid in whole or in part through the
delivery of Common Stock, only the net number of shares of Common Stock issuable
in connection with the exercise of the stock option will be counted against the
number of shares remaining available for the grant of awards under the
Directors' Plan.
Adjustments. The number of shares subject to outstanding options under the
Directors' Plan, the exercise price of such stock options and the number of
shares available for stock options subsequently granted under the Directors'
Plan will be appropriately adjusted to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other change in
capitalization with a similar substantive effect upon the Directors' Plan or the
awards granted under the Directors' Plan.
Initial Awards. Each non-employee director as of the effective date of the
IPO received on such date, and each individual who is not an employee of the
Company or any subsidiary and who becomes a member of the Board after that date,
will receive on the date of his or her election to the Board, a Nonqualified
Option to purchase 21,000 shares of Common Stock (an "Initial Award"). Initial
Awards will become immediately exercisable in full on the date of grant.
Annual Awards. Each person who is a member of the Board immediately
preceding the annual meeting of stockholders in each year beginning in 1999 (the
"Annual Meeting Date") will receive a Nonqualified Option to purchase 6,000
shares of Common Stock (an "Annual Award") on the Annual Meeting Date. Annual
Awards will be immediately exercisable in full.
Terms and Conditions of Automatic Awards. The exercise price of each
Initial Award and each Annual Award will be the fair market value of the Common
Stock on the date of grant. The term of each Initial Grant and each Annual Grant
will be ten years. All rights to exercise options will terminate on the first to
occur of (i) the scheduled expiration date of such option or (ii) one year
following the date of termination of service as a director.
Withholding Obligations. The Company has the right to deduct from a
participant's salary, bonus or other compensation any taxes required by law to
be withheld with respect to awards made under the Directors' Plan. In the
Committee's discretion, a participant may be permitted to elect to have withheld
from the shares otherwise
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issuable to the participant, or to tender to the Company, the number of shares
of Common Stock whose fair market value equals the amount required to be
withheld.
Amendment and Termination. The Board may, by resolution, amend or revise
the Directors' Plan. Such action will not be effective without stockholder
approval if such approval is required to maintain the compliance of the
Directors' Plan and/or awards granted to directors, executive officers or other
persons with Rule 16b-3 promulgated under the Securities Exchange Act or 1934,
as amended, or any successor rule. The Board may not modify any options
previously granted under the Directors' Plan in a manner adverse to the holders
thereof without the consent of such holders (other than such adjustments
required to reflect capital changes). The Directors' Plan will terminate on the
tenth anniversary of the effective date of the Directors' Plan, unless it is
earlier terminated by the Board. Termination of the Directors' Plan will not
affect awards previously granted under the Directors' Plan.
1998 EMPLOYEE STOCK PURCHASE PLAN
The Company's Board of Directors has adopted and the stockholders have
approved the 1998 Employee Stock Purchase Plan (the "Purchase Plan"). The
Purchase Plan will permit eligible employees of the Company and its subsidiaries
(generally all full-time employees who have completed one year of service) to
purchase shares of Common Stock at a discount. Employees who elect to
participate will have amounts withheld through payroll deduction during purchase
periods. At the end of each purchase period, accumulated payroll deductions will
be used to purchase stock at a price equal to 85% of the market price at the
beginning of the period or the end of the period, whichever is lower. Stock
purchased under the Purchase Plan will be subject to a six-month holding period.
The Company has reserved 2,000,000 shares of Common Stock for issuance under the
Purchase Plan.
The Purchase Plan will remain in effect until terminated by the Board. The
Purchase Plan may be amended by the Board without the consent of the
stockholders of the Company, except that any amendment, although effective when
made, will be subject to stockholder approval if required by any federal or
state law or regulation or by the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or quoted.
EMPLOYMENT AND CONSULTING AGREEMENTS
Effective May 20, 1998, the Company entered into an Employment Agreement
with Robert New, pursuant to which Mr. New continued in the employ of the
Company as Chairman and Chief Executive Officer. The Employment Agreement
provided for a term of employment beginning on the date of consummation of the
IPO and ending on April 1, 2000. Under the Employment Agreement, Mr. New
receives an annual base salary of $650,000. The Employment Agreement includes a
two-year post-termination non-competition and non-solicitation provision that
restrains Mr. New from engaging in, directly or indirectly, any "Competing
Business" (as defined in the Employment Agreement). If Mr. New's employment is
terminated without cause, he will be entitled to receive his salary then in
effect for the shorter of (i) the three-month period following his termination
or (ii) the remaining term of the Employment Agreement.
Effective May 20, 1998, UniCapital entered into an Employment Agreement
with Theodore J. Rogenski, pursuant to which Mr. Rogenski is employed as the
Company's Chief Operating Officer for a term beginning on such date and ending
on April 1, 2000. Under the Employment Agreement, Mr. Rogenski receives an
annual base salary of $475,000. The Employment Agreement includes a two-year
post-termination non-competition and non-solicitation provision that restrains
Mr. Rogenski from engaging in, directly or indirectly, any "Competing Business"
(as defined in the Employment Agreement). If Mr. Rogenski's employment is
terminated without cause after his term of employment commences, then he will be
entitled to receive his salary then in effect for the shorter of (i) the
eight-month period following his termination or (ii) the remaining term of the
Employment Agreement.
Effective May 20, 1998, UniCapital and Bruce E. Kropschot entered into an
Employment Agreement pursuant to which Mr. Kropschot is employed as the
Company's Vice Chairman -- Mergers & Acquisitions for a term beginning on such
date and ending on February 20, 2000. Under the Employment Agreement,
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Mr. Kropschot receives an annual base salary of $450,000. The Employment
Agreement includes a two-year post-termination non-competition and
non-solicitation provision that restrains Mr. Kropschot from engaging in,
directly or indirectly, any "Competing Business" (as defined in the Employment
Agreement), except that Mr. Kropschot will be entitled to provide investment
advisory services to any Competing Business beginning six months after the
termination or expiration of his consultancy to or employment with the Company
for any reason whatsoever. If Mr. Kropschot's employment is terminated without
cause after his term of employment commences, then he will be entitled to
receive his salary then in effect for the shorter of (i) the 12-month period
following his termination or (ii) the remaining term of the Employment
Agreement.
Effective May 20, 1998, UniCapital entered into an Employment Agreement
with Martin Kalb, pursuant to which Mr. Kalb is employed as the Company's
Executive Vice President and General Counsel for a term beginning on such date
and ending on April 1, 2000. Under the Employment Agreement, Mr. Kalb receives
an annual base salary of $450,000. The Employment Agreement includes a two-year
post-termination non-competition and non-solicitation provision that restrains
Mr. Kalb from engaging in, directly or indirectly, any "Competing Business" (as
defined in the Employment Agreement). If Mr. Kalb's employment is terminated
without cause after his term of employment commences, then he will be entitled
to receive his salary then in effect for the shorter of (i) the eight-month
period following his termination or (ii) the remaining term of the Employment
Agreement.
Effective May 20, 1998, UniCapital entered into an Employment Agreement
with Steven E. Hirsch, pursuant to which Mr. Hirsch is employed as the Company's
Executive Vice President -- Structured Finance for a term beginning on such date
and ending on January 24, 2000. Under the Employment Agreement, Mr. Hirsch
receives an annual base salary of $250,000. The Employment Agreement includes a
two-year post-termination non-competition and non-solicitation provision (nine
months in the event that the non-solicitation and confidentiality provisions of
the agreement are not breached) that restrains Mr. Hirsch from engaging in,
directly or indirectly, any "Competing Business" (as defined in the Employment
Agreement), other than employment with an investment banking or financial
advisory firm or boutique (or the investment banking or financial advisory
division of a commercial bank) in a position analogous to, or providing services
analogous to, the position in which Mr. Hirsch was employed with, or those
services provided by Mr. Hirsch at, Morgan Stanley & Co. Incorporated prior to
January 24, 1998. If Mr. Hirsch's employment is terminated without cause after
his term of employment commences, then he will be entitled to receive his salary
then in effect plus benefits for the longer of (i) the 12-month period following
his termination or (ii) the remaining term of the Employment Agreement.
Effective May 20, 1998, the Company entered into an Employment Agreement
with Jonathan New, pursuant to which Mr. New continued in the employ of the
Company as Chief Financial Officer. The Employment Agreement provided for a term
of employment beginning on such date and ending on April 1, 2000. Under the
Employment Agreement, Mr. New receives an annual base salary of $250,000. The
Employment Agreement includes a two-year post-termination non-competition and
non-solicitation provision that restrains Mr. New from engaging in, directly or
indirectly, any "Competing Business" (as defined in the Employment Agreement).
If Mr. New's employment is terminated without cause after his term of employment
commences, then he will be entitled to receive his salary then in effect for the
shorter of (i) the eight-month period following his termination or (ii) the
remaining term of the Employment Agreement.
In addition, the Merger Agreements provided that the Company, through its
wholly-owned subsidiaries, enter into employment agreements with certain of the
individuals principally responsible for management of the Founding Companies.
Each such employment agreement provided for a base salary, plus a bonus based in
part upon the performance of the applicable Founding Company and in part upon
the performance of the Company. Each such agreement also included a two-year
post-employment non-competition provision.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Set forth below is a description of certain transactions and relationships
between UniCapital and certain persons who are officers, directors and principal
stockholders of the Company following the Founding Company Mergers and the IPO.
In addition, set forth below is certain information regarding transactions and
relationships prior to the Founding Company Mergers between certain of the
Founding Companies and their respective officers, directors and principal
stockholders.
ORGANIZATION OF UNICAPITAL
UniCapital was incorporated in Delaware in October 1997 as a holding
company to acquire and operate equipment leasing and specialty finance
businesses serving the commercial market. As of March 31, 1998, UniCapital had
issued 6,798,750 shares of Common Stock for cash or notes to its co-founders,
management and certain other investors, including 2,115,000 shares to Robert
New, its co-founder, Chairman and Chief Executive Officer, 200,000 shares to
Theodore J. Rogenski, Chief Operating Officer, 470,000 shares to Bruce E.
Kropschot, Vice Chairman -- Mergers & Acquisitions, 412,500 shares to Martin
Kalb, Executive Vice President and General Counsel, or to entities over which
Mr. Kalb has control, 190,000 shares to Jonathan New, Chief Financial Officer,
315,000 shares to Steven E. Hirsch, Executive Vice President -- Structured
Finance, and 2,115,000 shares to Jonathan J. Ledecky, its co-founder and a
director of the Company. Subsequent to the Mergers and the IPO, the co-founders
of UniCapital own beneficially in the aggregate approximately 8.8% of the
outstanding Common Stock of the Company.
THE MERGERS
Simultaneously with the consummation of the IPO, UniCapital acquired in 12
separate transactions all of the issued and outstanding capital stock and
partnership interests of each of the Founding Companies for an aggregate
consideration of $584.9 million, which consisted of: (i) $331.6 million in cash
to be paid to the stockholders of the Founding Companies; and (ii) 13,334,064
shares of Common Stock, with a fair value of $253.3 million, issued to the
stockholders of the Founding Companies. In addition, the Company may make
additional payments to the stockholders of the Founding Companies (other than
PFSC), in cash and Common Stock, based upon increases in the operating income of
the Founding Companies (i.e., the amount by which each Founding Company's
adjusted pre-tax income exceeds such Founding Company's pre-tax income, adjusted
to reflect the differential expenses expected to be realized when operated in a
manner consistent with that of a public company, for the prior year) for the
years ended December 31, 1998 and 1999 (and, in the case of Boulder, Cauff
Lippman and NSJ, the year ended December 31, 2000). In addition, the Company
repaid indebtedness of Jacom totaling approximately $32.3 million incurred to
fund an S Corporation distribution to the stockholder of Jacom immediately prior
to the Jacom Merger, indebtedness of Merrimac totaling $2.8 million assumed in
the Merrimac Merger and approximately $110.0 million of certain recourse
indebtedness of the Founding Companies assumed by the Company in the Founding
Company Mergers. Following the consummation of the Founding Company Mergers, the
aggregate long-term indebtedness of the Company included the debt of the
Founding Companies which, as of December 31, 1997, was approximately $339.6
million. The purchase price for each Founding Company was determined based on
negotiations between UniCapital and that Founding Company. The factors
considered by the parties in determining the purchase price included, among
other factors, cash flows, historical operating results, growth rates and
business prospects of the Founding Companies. With the exception of the
consideration paid to the stockholders of each of the Founding Companies,
including the earn-out arrangements, the acquisition of each Founding Company
was subject to substantially the same terms and conditions as those to which the
acquisition of each other Founding Company was subject. The following table
contains information
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concerning the aggregate cash to be paid and Common Stock to be issued in
connection with the Founding Company Mergers:
<TABLE>
<CAPTION>
SHARES OF VALUES OF SHARES
COMMON OF TOTAL
FOUNDING COMPANY CASH STOCK COMMON STOCK CONSIDERATION
---------------- ------ ------------ ---------------- -------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
American Capital........................ $ 20.4 1,071,053 $ 20.3 $ 40.7
Boulder................................. 7.1 371,053 7.0 14.1
Cauff Lippman........................... 48.0 1,684,210 32.0 80.0
Jacom................................... 128.0(1) 3,368,368 64.0 192.0
Keystone................................ 27.9 1,468,421 27.9 55.8
Matrix.................................. 19.4 1,035,811 19.7 39.1
Merrimac................................ --(2) 178,750 3.4 3.4
MCMG.................................... 7.0 370,657 7.0 14.0
NSJ..................................... 16.0 561,979 10.7 26.7
PFSC.................................... -- 184,210 3.5 3.5
Varilease............................... 36.8 1,934,368 36.8 73.6
Walden.................................. 21.0 1,105,184 21.0 42.0
------ ---------- ------ ------
Total................................... $331.6 13,334,064 $253.3 $584.9
====== ========== ====== ======
</TABLE>
- ---------------
(1) Does not include $32.3 million of indebtedness incurred to fund an S
Corporation distribution to the stockholder of Jacom immediately prior to
the Jacom Merger, which indebtedness was repaid by the Company upon
consummation of the Jacom Merger from a portion of the net proceeds of the
IPO.
(2) Does not include $2.8 million in indebtedness assumed by the Company in the
Merrimac Merger, which indebtedness was repaid by the Company upon
consummation of the Merrimac Merger from a portion of the net proceeds of
the IPO.
The consummation of each Merger Agreement was contingent upon the
consummation of the IPO. The Merger Agreements provided that options to purchase
a number of shares of Common Stock, equal to 6.25% of the Merger consideration
received (which included the cash and Common Stock portion of the Merger
consideration), based on the initial public offering price, be made available to
employees of the Founding Companies. The options have an exercise price equal to
$19.00 per share, with respect to options granted as of the consummation of the
IPO, and the fair market value as of the date of grant, with respect to options
granted thereafter, and will vest ratably over a four-year period, beginning on
the anniversary of the date of the grant. The Merger Agreements further provided
that the stockholders of the Founding Companies indemnify UniCapital from
certain liabilities that may arise in connection with the Founding Company
Mergers. A portion of the consideration payable to the stockholders of each of
the Founding Companies was escrowed for a period of twelve months from the
consummation of the IPO, as security for the stockholders' indemnification
obligations. The Merger Agreements provided that the stockholders of the
Founding Companies covenant not to compete with the Company and its affiliates
for a period of two years from the date of the Merger. Each of the Merger
Agreements provided that UniCapital and certain key employees of each of the
Founding Companies will enter into employment agreements. The following
summaries of the Merger Agreements are qualified in their entirety by reference
to the complete texts of the Merger Agreements.
AMERICAN CAPITAL
UniCapital acquired all of the outstanding stock of American Capital for:
(i) $20.4 million in cash and (ii) 1,071,053 shares of Common Stock. In
addition, UniCapital will pay additional consideration, 50% in cash and 50% in
Common Stock, equal to (i) 50% of any increase in American Capital's adjusted
pre-tax income for the year ended December 31, 1998 over the year ended December
31, 1997 and (ii) 50% of any increase in American Capital's adjusted pre-tax
income for the year ended December 31, 1999 over the adjusted pre-tax income for
the year ended December 31, 1998 (unless adjusted pre-tax income for the year
ended December 31, 1998 is less than for the year ended December 31, 1997, in
which case the baseline for comparison will be the year ended December 31,
1997). Each of Michael Pandolfelli, the President of American Capital, and
Gerald P.
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Ennella, the Executive Vice President of American Capital, entered into a
two-year employment agreement with the subsidiary of the Company that operates
the American Capital business after the Merger and a two-year, post-employment
covenant not to compete with the Company.
From time to time, Mr. Pandolfelli borrowed money from American Capital. As
of January 31, 1998, the amount due from Mr. Pandolfelli totaled $697,000. Upon
consummation of the Merger, all amounts due to American Capital from Mr.
Pandolfelli were repaid.
Mr. Pandolfelli is a 25% stockholder in Phase I Management, Inc. ("Phase
I"), a real estate development company which has obtained loans from American
Capital. As of January 31, 1998 Phase I owed approximately $622,000 to American
Capital. Upon consummation of the Merger, all amounts due to American Capital
from Phase I were repaid.
Mr. Pandolfelli owns a 51% interest in DML Associates ("DML"), a general
partnership which has obtained loans from American Capital. As of January 31,
1998 DML owed approximately $118,200 to American Capital. Upon consummation of
the Merger, all amounts due to American Capital from DML were repaid.
BOULDER
UniCapital acquired all of the outstanding stock of Boulder for: (i) $7.1
million in cash and (ii) 371,053 shares of Common Stock; provided that for every
$1.00 by which the adjusted pre-tax income of Boulder for the year ended
December 31, 1998 is less than the adjusted pre-tax income for the year ended
December 31, 1997, the stockholders of Boulder will repay to UniCapital $6.00,
in Common Stock valued at the initial public offering price per share, up to a
maximum of $3.6 million. In addition, UniCapital will pay additional
consideration, 50% in cash and 50% in Common Stock equal to (i) 50% of any
increase in Boulder's adjusted pre-tax income for the year ended December 31,
1998 over the year ended December 31, 1997; and (ii) 50% of any increase in
Boulder's adjusted pre-tax income for the year ended December 31, 1999 over the
pre-tax income for the year ended December 31, 1998 (unless adjusted pre-tax
income for the year ended December 31, 1998 is less than for the year ended
December 31, 1997, in which case the baseline for comparison will be the year
ended December 31, 1997). In addition, as part of the Boulder Merger, UniCapital
acquired Boulder's interest in certain new vendor programs and a real estate
venture and will pay additional consideration, 50% in cash and 50% in Common
Stock equal to (i) the pre-tax income of Boulder attributable to such new vendor
programs and Boulder's interest in the real estate venture for each of the years
ending December 31, 1998, 1999 and 2000 and (ii) three times Boulder's interest
in the average pre-tax income of the real estate venture for the years ending
December 31, 1998, 1999 and 2000. Roy Burger, the President of Boulder, entered
into a two-year employment agreement with the subsidiary of the Company that
operates the Boulder business after the Merger and a two-year, post-employment
covenant not to compete with the Company.
Mr. Burger was the lender under a revolving credit agreement with Boulder
that permitted Boulder to borrow up to $200,000 as of December 31, 1997.
Interest on the amount outstanding under the credit agreement accrued at an
annual rate equal to the prime rate plus one percent. On August 15, 1997,
Boulder repaid the outstanding principal balance, plus interest, in the
aggregate amount of $211,668. As of December 31, 1997, no amounts were
outstanding under the credit agreement. As of the consummation of the Merger,
any amounts due under the credit agreement were repaid and the credit agreement
was terminated.
CAUFF LIPPMAN
UniCapital acquired all of the outstanding stock of Cauff Lippman for: (i)
$48.0 million in cash and (ii) 1,684,210 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 60% in cash and 40% in Common
Stock, of up to $40.0 million based on the adjusted pre-tax income of the "Big
Ticket Leasing Division" (defined as Cauff Lippman and NSJ for the period from
January 1, 1998 through the date of consummation of the Mergers, and thereafter
as Cauff Lippman, NSJ and other operating subsidiaries of the Company that
conduct the business conducted by Cauff Lippman and NSJ prior to the
consummation of the Mergers) for the years ended December 31, 1998, 1999 and
2000. The Merger Agreement provides for such additional consideration to be paid
in three possible payments: (i) $13.3 million if the adjusted pre-tax income of
the Big Ticket Leasing Division for the year ended December 31, 1998 exceeds
$19.0 million; (ii) an additional
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$13.3 million if the adjusted pre-tax income of the Big Ticket Leasing Division
for the year ended December 31, 1999, plus the excess of the adjusted pre-tax
income of the Big Ticket Leasing Division for the year ended December 31, 1998
over $26.7 million, exceeds $19.0 million; and (iii) a third $13.3 million if
the adjusted pre-tax income of the Big Ticket Leasing Division for the year
ended December 31, 2000, plus the excess of the adjusted pre-tax income of the
Big Ticket Leasing Division for the year ended December 31, 1999 over $26.7
million, exceeds $19.0 million; provided, that if the aggregate amount paid
under clauses (i) and (ii) is less than $26.7 million and if the aggregate
adjusted pre-tax income of the Big Ticket Leasing Division for the three years
ended December 31, 2000 equals or exceeds $56.9 million, then the payment under
clause (iii) will equal $40.0 million minus the amounts paid under clauses (i)
and (ii). Stuart Cauff, the President of Cauff Lippman will become the President
and CEO of UniCapital's Big Ticket Leasing Division and entered into a
three-year employment agreement with the Company and a subsidiary of the Company
that operates the Cauff Lippman business after the Merger and a two-year,
post-employment covenant not to compete with the Company (subject to certain
limited exceptions). Wayne Lippman, the Vice President of Cauff Lippman became
the Executive Vice President of UniCapital's Big Ticket Leasing Division and
entered into a three-year employment agreement with the Company and a subsidiary
of the Company that operates the Cauff Lippman business after the Merger and a
two-year, post-employment covenant not to compete with the Company (subject to
certain limited exceptions).
In addition to Cauff Lippman, Messrs. Cauff and Lippman are involved in
other entities with interests in the aircraft leasing business which are not
part of Cauff Lippman and are not being acquired in the Merger. In connection
with the Merger Agreement, however, Messrs. Cauff and Lippman granted the
Company the option to purchase their interests in some or all of such entities,
for the following purchase prices: (i) Jumbo Jet Leasing LP and Jumbo Jet,
Inc. -- $1.0 million: (ii) CL Aircraft Marketing LP and CL Aircraft Marketing,
Inc. -- $4.0 million; (iii) Twin Jet Leasing, Inc and Aircraft 49402,
Inc. -- $100,000; and (iv) CL Aircraft XXV, Inc. -- $100,000. An additional
option may be granted to acquire Aircraft 46941, Inc. for a nominal purchase
price, if such entity is not a subsidiary of Cauff Lippman upon consummation of
the Merger. Each option is exercisable until the date that is twelve months
after the consummation of the IPO. Certain third party lenders, which are
participants in some of these entities, must consent to the transfer of any
equity interest in such entities. Such consents may not be obtained. In
addition, under the terms of their agreement with Chase Manhattan Bank, Messrs.
Cauff and Lippman and any entities controlled by them are prohibited from
engaging in any transaction involving Boeing 747-100 and -200 series aircraft
without the approval of Chase Manhattan Bank.
From time to time, the stockholders advanced funds to Cauff Lippman. As of
December 31, 1997, the amount due from Cauff Lippman to the stockholders and
certain of their affiliates totaled $8,188,080. Upon consummation of the Merger,
all amounts due from Cauff Lippman to the stockholders were repaid, other than
certain promissory notes in the aggregate principal amount of $3.5 million held
by Messrs. Cauff and Lippman and certain of their respective affiliates, which
were assumed by the Company.
Cauff Lippman has procured services from certain affiliated entities. For
the year ended December 31, 1997, such affiliated entities performed services
for Cauff Lippman having an aggregate value of $1,344,000. The terms upon which
Cauff Lippman procures services, if any, from affiliated entities are no less
favorable than those the Company could obtain from an unaffiliated third party.
JACOM
UniCapital acquired all of the outstanding stock of Jacom for: (i) $128.0
million in cash and (ii) 3,368,368 shares of Common Stock. Immediately prior to
the Merger, Jacom made a dividend to its stockholder in the amount of $32.3
million. In addition, UniCapital will pay additional consideration, 50% in cash
and 50% in Common Stock, equal to (i) 50% of any increase in Jacom's adjusted
pre-tax income for the year ended December 31, 1998 over the year ended December
31, 1997 and (ii) 50% of any increase in Jacom's adjusted pre-tax income for the
year ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). John Alfano,
the President of Jacom, became the Company's National Marketing Director and
entered into a two-year employment agreement with the subsidiary of the Company
that operates the Jacom business after the Merger and a two-year,
post-employment covenant not to compete with the Company. In addition, the
Company entered into a consulting agreement with a corporation the sole
stockholder of which is Robert Seaman, pursuant
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to which Mr. Seaman's corporation will continue to provide such consulting
services to Jacom, and will render additional consulting services to the Company
in pursuing merger and acquisition activities and forming strategic alliances.
The agreement included a two-year post-consulting covenant not to compete.
From time to time, Jacom advanced funds to Mr. Alfano. As of December 31,
1997, amounts outstanding under such advances totaled $451,000. Upon
consummation of the Merger, all amounts due from Mr. Alfano were repaid.
From time to time, Jacom sold lease receivables to Mr. Alfano. As of
December 31, 1997 Jacom owed approximately $781,000 to Mr. Alfano. Upon
consummation of the Merger, the amount due to Mr. Alfano were repaid and Jacom
no longer sells its lease receivables to Mr. Alfano.
Jacom leases its office space from Mr. Alfano. For the year ended December
31, 1997 rental payments for the office space totaled $120,000. The terms of the
lease are no less favorable than those the Company could have obtained from an
unaffiliated third party.
Trusts established for the benefit of Mr. Alfano's children are the
indirect stockholders of Museum Monthly, Inc. and RKL Publishing, Inc., which
entities provided consulting services to Jacom from time to time. For the year
ended December 31, 1997, Jacom paid approximately $87,000 in consulting fees to
such entities. Upon consummation of the Merger, Jacom no longer procured
consulting services from these entities.
KEYSTONE
UniCapital acquired all of the outstanding stock of Keystone for: (i) $27.9
million in cash and (ii) 1,468,421 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Keystone's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in Keystone's adjusted pre-tax income for the year
ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Each of Alan
Kaufman and Edgar Lee, the President and Executive Vice President of Keystone,
respectively, entered into a two-year employment agreement with the subsidiary
of the Company that operates the Keystone business after the Merger and a
two-year, post-employment covenant not to compete with the Company.
Messrs. Lee and Kaufman are the partners of Alored Associates ("Alored"), a
general partnership from which Keystone leases its office space. For the year
ended December 31, 1997, the lease payments totaled $180,000. Upon consummation
of the Merger, the lease was terminated and Keystone entered into a new lease
with Alored on terms that are no less favorable than those the Company could
have obtain from an unaffiliated third party.
From time to time, Keystone made loans to its stockholders. As of December
31, 1997, amounts outstanding under such loans totaled $220,000. From time to
time, Keystone has made loans to Alored. As of December 31, 1997, amounts
outstanding under such loans totaled $326,029. In addition, Keystone guaranteed
a mortgage loan to Alored. The outstanding principal of such loan totaled
$641,041 as of December 31, 1997. Messrs. Lee and Kaufman are the sole
stockholders of Keystone Mortgage Service Corporation ("KMSC"). From time to
time, Keystone made loans to KMSC. As of December 31, 1997, amounts outstanding
under such loans totaled $200,000. Upon consummation of the Merger, the
stockholders of Keystone repaid $246,029 to Keystone and Keystone assigned to
the stockholders its rights to collect all outstanding amounts due to Keystone
from the stockholders, Alored and KMSC.
MATRIX
UniCapital acquired all of the outstanding stock of Matrix for: (i) $19.4
million in cash and (ii) 1,035,811 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Matrix's adjusted pre-tax income for
the year ended December 31, 1998 over the year ended December 31, 1997 and (ii)
50% of any increase in Matrix's adjusted
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pre-tax income for the year ended December 31, 1999 over the adjusted pre-tax
income for the year ended December 31, 1998 (unless adjusted pre-tax income for
the year ended December 31, 1998 is less than for the year ended December 31,
1997, in which case the baseline for comparison will be the year ended December
31, 1997). Prior to the consummation of the Merger, Matrix distributed
approximately $3.0 million to its stockholders, through a redemption of a
portion of the outstanding stock. Each of Richard Emery, J. Robert Bonnemort and
David DiCesaris, the President, Executive Vice President and Vice
President -- Sales, respectively of Matrix, entered into a two-year employment
agreement with the subsidiary of the Company that operates the Matrix business
after the Merger and a two-year, post-employment covenant not to compete with
the Company.
Emco Associates ("Emco"), a Utah general partnership, in which Mr. Emery
has a one-third ownership interest, entered into a loan agreement with Matrix on
January 12, 1995. As of December 31, 1997, the amount due to Matrix from Emco
totaled $61,000. Upon consummation of the Merger, all amounts due to Matrix from
Emco Associates were repaid.
Mr. Bonnemort owns a 17% interest in Union Park Associates, a Utah limited
partnership from which Matrix leases office space, and in which Matrix owns a
1.83% interest. For the year ended December 31, 1997, Matrix made aggregate
lease payments to Union Park Associates of $144,583. Upon consummation of the
Merger, Matrix continues to lease office space from Union Park Associates. The
Company believes that the terms are no less favorable than those the Company
could obtain from an unaffiliated third party.
MERRIMAC
UniCapital acquired all of the partnership interests of Merrimac for: (i)
the satisfaction of $2.8 million in debt and (ii) 178,750 shares of Common
Stock. In addition, UniCapital will pay additional consideration in Common
Stock, equal to (i) 50% of any increase in Merrimac's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in Merrimac's adjusted pre-tax income for the year
ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Mark Cignoli
the General Manager of Merrimac, entered into a two-year employment agreement
with the subsidiary of the Company that operates the Merrimac business after the
Merger and a two-year, post-employment covenant not to compete with the Company.
Merrimac leases office space from JAM Associates, a Massachusetts general
partnership owned by Jordan Shatz and Allan Gilbert, both of whom are partners
in Merrimac. For the year ended December 31, 1997, Merrimac made rental payments
to JAM Associates in the amount of $60,000. Upon consummation of the Offering,
the lease was terminated and a new lease was entered into, which was based on
terms no less favorable than those the Company could obtain from an unaffiliated
third party.
MCMG
UniCapital will acquire all of the outstanding stock of MCMG for: (i) $7.0
million in cash and (ii) 370,657 shares of Common Stock. In addition, UniCapital
will pay additional consideration, 50% in cash and 50% in Common Stock, equal to
(i) 50% of any increase in MCMG's adjusted pre-tax income for the year ended
December 31, 1998 over the year ended December 31, 1997 and (ii) 50% of any
increase in MCMG's adjusted pre-tax income for the year ended December 31, 1999
over the adjusted pre-tax income for the year ended December 31, 1998 (unless
adjusted pre-tax income for the year ended December 31, 1998 is less than for
the year ended December 31, 1997, in which case the baseline for comparison will
be the year ended December 31, 1997). Each of Fred R. Cornwall, Michael W.
Harling and James E. Craft, the President, Executive Vice President and Senior
Vice President of MCMG, respectively, entered into a two-year employment
agreement with the subsidiary of the Company that operates the MCMG business
after the Merger and a two-year, post-employment covenant not to compete with
the Company.
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Mr. Cornwall owns approximately 6% of Colorado Natural Gas, Inc ("CNG").
For the year ended December 31, 1997, MCMG received $532,950 from CNG in
connection with underwriting an equity and bond financing on behalf of CNG.
NSJ
UniCapital acquired all of the outstanding stock of NSJ for: (i) $16.0
million in cash and (ii) 561,979 shares of Common Stock. In addition, UniCapital
will pay additional consideration, 60% in cash and 40% in Common Stock, of up to
$13.5 million based on the adjusted pre-tax income of the "Big Ticket Leasing
Division" (as defined in the Cauff Lippman and NSJ Merger Agreements) for the
years ended December 31, 1998, 1999 and 2000. The Merger Agreement provides for
such additional consideration to be paid in three possible payments: (i) $4.4
million if the adjusted pre-tax income of the Big Ticket Leasing Division for
the year ended December 31, 1998 exceeds $19.0 million; (ii) an additional $4.4
million if the adjusted pre-tax income of the Big Ticket Leasing Division for
the year ended December 31, 1999, plus the excess of the adjusted pre-tax income
of the Big Ticket Leasing Division for the year ended December 31, 1998 over
$26.7 million, exceeds $19.0 million; and (iii) a third $4.4 million if the
adjusted pre-tax income of the Big Ticket Leasing Division for the year ended
December 31, 2000, plus the excess of the adjusted pre-tax income of the Big
Ticket Leasing Division for the year ended December 31, 1999 over $26.7 million,
exceeds $19.0 million; provided, that if the aggregate amount paid under clauses
(i) and (ii) is less than $8.9 million and if the aggregate adjusted pre-tax
income of the Big Ticket Leasing Division for the three years ended December 31,
2000 equals or exceeds $56.9 million, then the payment under clause (iii) will
equal $13.3 million minus the amounts paid under clauses (i) and (ii). Each of
Jeptha Thornton, Samuel Thornton and Richard Giles, the President, Vice
President and Executive Vice President and General Counsel of NSJ, respectively,
entered into a three-year employment agreement with the subsidiary of the
Company that operates the NSJ business after the Merger and a two-year,
post-employment covenant not to compete with the Company.
Jeptha Thornton, a former stockholder of NSJ, owns NSJ Corporation of
Florida ("NSJ Florida"). NSJ Florida provided certain management and
administrative services to NSJ. Such management services were valued at $250,000
in 1997 and were recorded as contributed capital. Upon consummation of the
Merger, NSJ Florida no longer provided these services to NSJ.
PFSC
UniCapital acquired all of the partnership interests in PFSC for 184,210
shares of Common Stock. Each of Jerry Hudspeth and Chris Kane, the Managing
Director and Vice President -- Information Technology of PFSC, respectively,
entered into a two-year employment agreement with the subsidiary of the Company
that operates the PFSC business after the Merger and a two-year, post-employment
covenant not to compete with the Company.
During the year ended December 31, 1997, PFSC provided contract lease
portfolio management services to PLC Lease Receivables 1993-A Trust (the
"Trust"), an entity affiliated with PFSC by common ownership, and received
$118,521 in service and late fees from the Trust.
VARILEASE
UniCapital acquired all of the outstanding stock of Varilease for: (i)
$36.8 million in cash and (ii) 1,934,368 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Varilease's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in Varilease's adjusted pre-tax income for the year
ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Each of
Robert VanHellemont and Gary Miller, the President and Chief Financial Officer
of Varilease, respectively, entered into a two-year employment agreement with
the subsidiary of the Company that operates the Varilease business after the
Merger and a two-year, post-employment covenant not to compete with the Company.
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In connection with the Merger Agreement, Mr. VanHellemont has granted the
Company an option to purchase his equity interest in two entities, Worldwide and
Summa. The Company has the option to purchase Worldwide for $1,000,000 plus the
amount, if any, owed to Mr. VanHellemont by Worldwide. The option is exercisable
until the date that is twelve months following the consummation of the IPO. The
Company has the option to purchase Mr. VanHellemont's equity interest in Summa
for an amount equal to the fair market value of Mr. VanHellemont's equity
interest, as agreed upon by the parties at the time of purchase. The option is
exercisable until the date that is twenty-four months following the consummation
of the IPO. The Company has made no determination as to whether it wishes to
enter the businesses conducted by Worldwide and/or Summa.
In connection with the Merger Agreement, the Company agreed to cause the
subsidiary of the Company that operates the Varilease business to enter into a
lease of a building to be built upon real property owned by Mr. VanHellemont.
From time to time, Varilease made loans to Mr. VanHellemont. As of December
31, 1997, amounts due with respect to such loans from Varilease to Mr.
VanHellemont totaled approximately $1,489,561. Upon consummation of the Merger,
all amounts due from Mr. VanHellemont with respect to such loans were repaid.
WALDEN
UniCapital acquired all of the outstanding stock of Walden for: (i) $21.0
million in cash and (ii) 1,105,184 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Walden's adjusted pre-tax income for
the year ended December 31, 1998 over the year ended December 31, 1997 and (ii)
50% of any increase in Walden's adjusted pre-tax income for the year ended
December 31, 1999 over the adjusted pre-tax income for the year ended December
31, 1998 (unless adjusted pre-tax income for the year ended December 31, 1998 is
less than for the year ended December 31, 1997, in which case the baseline for
comparison will be for the year ended December 31, 1997). Each of David Burmon,
Richard Albertelli and Robert Kopp, the President and Executive Vice Presidents,
of Walden, respectively, entered into a two-year employment agreement with the
subsidiary of the Company that operates the Walden business after the Merger and
a two-year, post-employment covenant not to compete with the Company.
Walden Asset Associates ("WAA"), a New York partnership in which the
stockholders of Walden have equal ownership interests, was established to hold
key man life insurance policies on the principals of Walden. Walden sold its
rights under certain remarketing contracts to WAA. Upon consummation of the
Merger, WAA was dissolved and the rights under the remarketing contracts
reverted to Walden.
FINANCIAL ADVISORY SERVICE FEES
Bruce E. Kropschot, the Company's Vice Chairman -- Mergers & Acquisitions,
was founder and President of Kropschot Financial Services ("KFS"), a merger and
acquisition advisor to equipment leasing companies, through December 1997. KFS
has provided financial advisory services to three of the Founding Companies in
connection with the Mergers. As compensation for these services, KFS received
the following fees: (i) from Walden's shareholders, $200,000 which was payable
in cash (none of which was received directly or indirectly by Mr. Kropschot, and
all of which was paid directly to Martin Shames, who is currently a managing
director of KFS); (ii) from Matrix's shareholders, $500,000 which was payable in
cash and 10,526 shares of Common Stock (all of which was payable directly to Mr.
Kropschot in accordance with an arrangement between Mr. Kropschot and KFS
regarding such fee); and (iii) from Jacom's shareholder, $350,000 which was
payable in cash ($200,000 was payable directly to Mr. Kropschot and $150,000 was
payable to Mr. Shames in accordance with an arrangement between Mr. Kropschot
and KFS regarding such fee).
In connection with his employment with UniCapital, Mr. Kropschot reached
agreement with the two managing directors of KFS pursuant to which Mr. Kropschot
has redeemed his entire equity interest in KFS in exchange for a note payable by
the parent company of KFS. Since KFS is a prominent merger and acquisition
advisor to equipment leasing companies, it is likely that KFS will be an advisor
to future candidates to be acquired by the Company.
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PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of June 8, 1998, by: (i) each person (or group
of affiliated persons) known by the Company to be the beneficial owner of more
than five percent of the outstanding Common Stock; (ii) each Named Executive
Officer of the Company; (iii) each director of the Company and (iv) all of the
Company's directors and executive officers as a group. Each stockholder
possesses sole voting and investment power with respect to the shares listed,
unless otherwise noted.
<TABLE>
<CAPTION>
PERCENTAGE OF COMMON
STOCK OWNED
-----------------------
NUMBER OF SHARES BEFORE THE AFTER THE
BENEFICIAL OWNER OF COMMON STOCK OFFERING OFFERING
---------------- ---------------- ---------- ---------
<S> <C> <C> <C>
Robert New(1).......................................... 1,851,713 9.0 3.8
c/o UniCapital Corporation
1111 Kane Concourse
Suite 301
Bay Harbor Island, FL 33154
Theodore J. Rogenski(2)................................ 400,000 2.0 *
Bruce E. Kropschot(3).................................. 480,526 2.4 1.0
Martin Kalb(4)......................................... 412,600 2.0 *
Steven E. Hirsch....................................... 315,000 1.6 *
Jonathan New........................................... 190,000 * *
Jonathan J. Ledecky(1)................................. 2,415,000 11.7 5.0
c/o UniCapital Corporation
1111 Kane Concourse
Suite 301
Bay Harbor Island, FL 33154
Vincent W. Eades(5).................................... 96,000 * *
John A. Quelch(5)...................................... 96,000 * *
Anthony K. Shriver(5)(6)............................... 81,000 * *
John Alfano(7)......................................... 3,368,368 16.7 7.0
c/o Jacom Computer Services, Inc.
207 Washington Street
Northvale, NJ 07647
All directors and executive officers, as a group(8).... 6,337,839 29.5 12.8
</TABLE>
- ---------------
* Less than one percent.
(1) Includes 500,000 shares which may be acquired within 60 days of June 8,
1998, pursuant to the exercise of options granted under the Incentive Plan.
(2) Includes 200,000 shares which may be acquired within 60 days of June 8,
1998, pursuant to the exercise of options granted under the Incentive Plan.
(3) Includes 10,526 shares received by Mr. Kropschot from Matrix's shareholders
after the consummation of the Merger in accordance with a fee arrangement
among Mr. Kropschot, KFS and Matrix.
(4) Includes 250,000 shares owned by The Kalb Family Trust.
(5) Includes 21,000 shares which may be acquired within 60 days of June 8, 1998,
pursuant to the exercise of options granted under the Incentive Plan.
(6) Includes 60,000 shares which may be acquired within 60 days of June 8, 1998,
pursuant to the exercise of options granted under the Incentive Plan.
(7) Represents shares issued to Mr. Alfano in payment of a portion of the Merger
consideration in connection with the Jacom Merger.
(8) See notes (1) through (6).
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DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 200,000,000 shares
of Common Stock, par value $.001 per share and 20,000,000 shares of Preferred
Stock, par value $.001 per share. The following summary description of the
capital stock of the Company reflects the material provisions of the Company's
Certificate of Incorporation and Bylaws that affect capital stock. The
description does not purport to be complete and is subject to the detailed
provisions of, and qualified in its entirety by reference to, the Company's
Certificate of Incorporation and Bylaws, copies of which have been filed as
exhibits to the registration statement of which this Prospectus forms a part,
and to the applicable provisions of the General Corporation Law of the State of
Delaware (the "DGCL").
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to the
rights of any holders of Preferred Stock, holders of Common Stock are entitled
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Stock are entitled to share ratably in the distribution of all assets remaining
after payment of liabilities, subject to the rights of any holders of preferred
stock of the Company. The holders of Common Stock have no preemptive rights to
subscribe for additional shares of the Company and no right to convert their
Common Stock into any other securities. In addition, there are no redemption or
sinking fund provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered hereby will
be, fully paid and nonassessable.
PREFERRED STOCK
The Company is authorized to issue up to 20,000,000 shares of Preferred
Stock. The Board of Directors is authorized, subject to any limitations
prescribed by law, without further shareholder approval, to issue such shares of
Preferred Stock in one or more series, with such rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, as shall be established by
the Board of Directors at the time of issuance.
The issuance of Preferred Stock by the Board of Directors could adversely
affect the rights of holders of Common Stock. For example, the issuance of
shares of Preferred Stock could result in securities outstanding that would have
preference over the Common Stock with respect to dividends and in liquidation
and that could (upon conversion or otherwise) enjoy all of the rights of the
Common Stock.
The authority possessed by the Board of Directors to issue Preferred Stock
could potentially be used to discourage attempts by third persons to obtain
control of the Company through merger, tender offer, proxy or consent
solicitation or otherwise, by making such attempts more difficult to achieve or
more costly. The Board of Directors may issue Preferred Stock without
stockholder approval and with voting rights that could adversely affect the
voting power of holders of Common Stock. There are no agreements or
understandings for the issuance of Preferred Stock, and the Company has no plans
to issue any shares of Preferred Stock.
CERTAIN PROVISIONS OF DELAWARE LAW AND THE COMPANY'S CERTIFICATE OF
INCORPORATION AND BYLAWS
The Company is subject to the provisions of Section 203 of the DGCL.
Section 203 prohibits a publicly-held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
A "business combination" includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder. Subject to
certain exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years prior to the proposed
business combination has owned 15% or more of the corporation's voting stock.
The Company's Certificate of Incorporation and Bylaws divide the Board of
Directors of the Company into three classes, each class to be as nearly equal in
number of directors as possible. At each annual meeting of
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<PAGE> 106
stockholders, directors in each class will be elected for three-year terms to
succeed the directors of that class whose terms are expiring. John A. Quelch and
Anthony K. Shriver will be Class I directors whose terms will expire in 1999.
Vincent W. Eades and Bruce E. Kropschot will be Class II directors whose terms
will expire in 2000. Jonathan J. Ledecky and Robert New will be Class III
directors whose terms will expire in 2001. In accordance with the DGCL,
directors serving on classified boards of directors may only be removed from
office for cause. These provisions could, under certain circumstances, operate
to delay, defer or prevent a change in control of the Company.
The Bylaws of the Company provide that stockholders must follow an advance
notification procedure for certain stockholder nominations of candidates for the
Board of Directors and for certain other stockholder business to be conducted at
an annual meeting. These provisions could, under certain circumstances, operate
to delay, defer or prevent a change in control of the Company.
The Company's Certificate of Incorporation provides that liability of
directors of the Company is eliminated to the fullest extent permitted under
Section 102(b)(7) of the DGCL. As a result, no director of the Company will be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability: (i) for any breach of the
director's duty of loyalty to the Company or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) for any wilful or negligent payment of an unlawful
dividend, stock purchase or redemption; or (iv) for any transaction from which
the director derived an improper personal benefit.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company.
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SHARES ELIGIBLE FOR FUTURE SALE
As of June 8, 1998, the Company has 48,132,814 shares of Common Stock
outstanding. The 28,000,000 shares sold in the IPO are freely tradeable without
restriction or further registration under the Securities Act, unless acquired by
an "affiliate" of the Company, as that term is defined in Rule 144; shares held
by affiliates will be subject to resale limitations of Rule 144 described below.
All of the remaining 20,132,814 outstanding shares of Common Stock will be
available for resale at various dates beginning 180 days after May 14, 1998,
upon expiration of applicable lock-up agreements described below and subject to
compliance with Rule 144 under the Securities Act as the holding provisions of
Rule 144 are satisfied. Of those shares, 19,932,814 shares are subject to
certain lock-up agreements described below which expire 180 days after May 14,
1998. Further, as of June 8, 1998, 3,564,723 shares of Common Stock were
issuable upon the exercise of stock options granted prior to or on such date.
The Company intends to file a registration statement on Form S-8 with respect to
the shares of Common Stock issuable upon exercise of such options. In addition,
the 25,000,000 shares of Common Stock offered by this Prospectus generally will
be freely tradeable after their issuance by persons not affiliated with the
Company, unless their resale is contractually restricted or unless Rule 145
under the Securities Act is applicable. Sales, or the availability for sale, of
substantial amounts of the Common Stock in the public market could adversely
affect prevailing market prices and the future ability of the Company to raise
equity capital and to complete acquisitions in which all or a portion of the
consideration is Common Stock.
In general, under Rule 144 as currently in effect, a stockholder who has
beneficially owned for at least one year shares privately acquired directly or
indirectly from the Company or from an affiliate of the Company, and persons who
are affiliates of the Company who have acquired the shares in registered
transactions, will be entitled to sell within any three-month period a number of
shares that does not exceed the greater of: (i) one percent of the outstanding
shares of Common Stock; or (ii) the average weekly trading volume in the Common
Stock during the four calendar weeks preceding such sale. Sales under Rule 144
are also subject to certain requirements relating to the manner and notice of
sale and the availability of current public information about the Company.
The Company, each of its directors and officers, the holders of the shares
of Common Stock issued or to be issued in the Mergers and certain related
persons have agreed with the Underwriters not to offer, sell or otherwise
dispose of any shares of Common Stock or securities convertible into or
exercisable or exchangeable for such shares for a period of 180 days after May
14, 1998 without the prior written consent of Morgan Stanley & Co. Incorporated.
Prior to the IPO, there was no public market for the Common Stock. The
offering price for the Common Stock to be issued pursuant to this Prospectus
will be based upon the Company's closing stock price at a date certain or the
average closing stock price over a period of time determined by negotiations
between the Company and the owners of the Companies to be acquired. The
negotiated price may bear no relationship to the price at which the Common Stock
will trade after the respective acquisition and an active trading market may not
be sustained subsequent to any future acquisition transactions. The trading
price of the Common Stock could be subject to significant fluctuations in
response to activities of the Company's competitors, variations in quarterly
operating results, changes in market conditions and other events or factors.
Moreover, the stock market in the past has experienced significant price and
value fluctuations, which have not necessarily been related to corporate
operating performance. The volatility of the market could adversely affect the
market price of the Common Stock and the ability of the Company to raise equity
in the public markets. See "Risk Factors -- No Prior Market for Common Stock;
Possible Volatility of Stock Price."
PLAN OF DISTRIBUTION
The Company will issue the Common Stock from time to time in connection
with merger or acquisition transactions entered into by the Company. It is
expected that the terms of such acquisitions will be determined by direct
negotiations with the owners or controlling persons of the businesses, assets or
securities to be acquired by the Company. No underwriting discounts or
commissions will be paid, although finder's fees may be paid from time to time
with respect to specific mergers or acquisitions. Any person receiving such fees
may be deemed to be an underwriter within the meaning of the Securities Act.
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RESTRICTIONS ON RESALE
Affiliates of entities acquired by the Company who do not become affiliates
of the Company may not resell Common Stock registered under the Registration
Statement to which this Prospectus relates except pursuant to an effective
registration statement under the Securities Act covering such shares, or in
compliance with Rule 145 promulgated under the Securities Act or another
applicable exemption from the registration requirements of the Securities Act.
Generally, Rule 145 permits such affiliates to sell such shares immediately
following the acquisition in compliance with certain volume limitations and
manner of sale requirements. Under Rule 145, sales by such affiliates during any
three-month period cannot exceed the greater of (i) one percent of the shares of
Common Stock of the Company outstanding and (ii) the average weekly reported
volume of trading of such shares of Common Stock on all national securities
exchanges during the four calendar weeks preceding the proposed sale. These
restrictions will cease to apply under most other circumstances if the affiliate
has held the Common Stock for at least one year, provided that the person or
entity is not then an affiliate of the Company. Individuals who are not
affiliates of the entity being acquired and do not become affiliates of the
Company will not be subject to resale restrictions under Rule 145 and, unless
otherwise contractually restricted, may resell Common Stock immediately
following the acquisition without an effective registration statement under the
Securities Act. The ability of affiliates to resell shares of Common Stock under
Rule 145 will be subject to the Company having satisfied its Exchange Act
reporting requirements for specified periods prior to the time of sale. In
addition, the Company generally includes contractual restrictions on resale in
the definitive agreements pursuant to which it effects its acquisitions of
entities, and intends to include such restrictions in future agreements as and
to the extent that it deems appropriate.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Morgan, Lewis & Bockius LLP, Pittsburgh, Pennsylvania.
EXPERTS
The financial statements of UniCapital as of December 31, 1997 and for the
period from inception (October 9, 1997) to December 31, 1997 included in this
Prospectus have been so included in reliance on the report of Price Waterhouse
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
The financial statements of Boulder as of December 31, 1997 and for the
year then ended included in this Prospectus have been so included in reliance on
the report of Price Waterhouse LLP, independent certified public accountants,
given on the authority of said firm as experts in auditing and accounting.
The financial statements of Merrimac as of December 31, 1997 and for each
of the two years in the period ended December 31, 1997 included in this
Prospectus have been so included in reliance on the report of Price Waterhouse
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
The financial statements of NSJ and Walden as of December 31, 1996 and 1997
and for each of the three years in the period ended December 31, 1997 included
in this Prospectus have been so included in reliance on the report of Price
Waterhouse LLP, independent certified public accountants, given on the authority
of said firm as experts in auditing and accounting.
The financial statements of Varilease as of September 30, 1996 and 1997 and
for each of the three years in the period ended September 30, 1997 included in
this Prospectus have been so included in reliance on the report of Price
Waterhouse LLP, independent certified public accountants, given on the authority
of said firm as experts in auditing and accounting.
The financial statements of American Capital as of July 31, 1996 and 1997
and for each of the years in the three-year period ended July 31, 1997 and the
financial statements of Boulder for the year ended December 31,
107
<PAGE> 109
1996 included in this Prospectus have been so included in reliance on the
reports of KPMG Peat Marwick LLP, independent certified public accountants,
given on the authority of said firm as experts in auditing and accounting.
The combined financial statements of Cauff Lippman at December 31, 1996 and
1997, and for each of the three years in the period ended December 31, 1997,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent certified public accountants, as set forth in
their report thereon appearing elsewhere herein and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
The financial statements of Jacom as of December 31, 1996 and 1997 and for
each of the three years in the period ended December 31, 1997 included in this
Prospectus have been so included in reliance on the report of BDO Seidman LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.
The financial statements of Matrix as of June 30, 1996 and 1997 and for
each of the three years in the period ended June 30, 1997 included in this
Prospectus have been so included in reliance on the report of Tanner + Co.,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.
The financial statements of MCMG as of December 31, 1996 and 1997 and for
each of the three years in the period ended December 31, 1997 included in this
Prospectus have been so included in reliance on the report of Grant Thornton
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
The financial statements of PFSC as of December 31, 1996 and 1997 and for
each of the two years in the period ended December 31, 1997 included in this
Prospectus have been so included in reliance on the report of Arthur Andersen
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
The financial statements of Keystone as of December 31, 1996 and 1997 and
for each of the three years in the period ended December 31, 1997 included in
this Prospectus have been so included in reliance on the report of Coopers &
Lybrand L.L.P., independent certified public accountants, given on the authority
of said firm as experts in auditing and accounting.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act and the rules and regulations promulgated
thereunder, covering the Common Stock offered hereby. This Prospectus omits
certain information contained in the Registration Statement, and reference is
made to the Registration Statement, and the exhibits and schedules thereto for
further information with respect to the Company and the Common Stock offered
hereby. Statements contained in this Prospectus as to the contents of any
contract, agreement or other document filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance, reference is made
to the exhibit for a more complete description of the matter involved, each such
statement being qualified in its entirety by such reference. The Registration
Statement may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission maintained
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World
Trade Center, Suite 1300, New York, New York 10048. Copies of such materials may
be obtained from the Public Reference Section of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, registration statements and certain other filings made with
the Commission through its Electronic Data Gathering, Analysis and Retrieval
("EDGAR") system are publicly available through the Commission's site on the
Internet's World Wide Web, located at http://www.sec.gov. The Registration
Statement, including all exhibits thereto and amendments thereof, has been filed
with the Commission through EDGAR.
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and
108
<PAGE> 110
other information filed by the company with the Commission can be inspected and
copied at prescribed rates at the public reference facilities maintained by the
Commission at the addresses set forth above or through the Commission's EDGAR
system via the Internet at the website set forth above.
109
<PAGE> 111
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 112
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Introduction.............................................. F-4
Unaudited Pro Forma Combined Balance Sheet................ F-5
Unaudited Pro Forma Combined Statement of Operations...... F-7
Notes to Unaudited Pro Forma Combined Financial
Statements............................................. F-10
UNICAPITAL CORPORATION
Report of Independent Certified Public Accountants........ F-16
Balance Sheet............................................. F-17
Statement of Operations................................... F-18
Statement of Stockholders' Equity......................... F-19
Statement of Cash Flows................................... F-20
Notes to Financial Statements............................. F-21
AMERICAN CAPITAL RESOURCES, INC.
Independent Auditors' Report.............................. F-25
Balance Sheets............................................ F-26
Statements of Income and Retained Earnings................ F-27
Statements of Cash Flows.................................. F-28
Notes to Financial Statements............................. F-29
BOULDER CAPITAL GROUP, INC.
Report of Independent Certified Public Accountants........ F-36
Balance Sheet............................................. F-37
Statement of Operations................................... F-38
Statement of Stockholders' Equity......................... F-39
Statement of Cash Flows................................... F-40
Notes to Financial Statements............................. F-41
Independent Auditors' Report.............................. F-48
Statements of Operations and Retained Earnings............ F-49
Statement of Cash Flows................................... F-50
Notes to Financial Statements............................. F-51
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
Report of Independent Certified Public Accountants........ F-55
Combined Balance Sheets................................... F-56
Combined Statements of Income............................. F-57
Combined Statements of Changes in Equity (Deficit)........ F-58
Combined Statements of Cash Flows......................... F-59
Notes to Combined Financial Statements.................... F-60
</TABLE>
F-1
<PAGE> 113
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
JACOM COMPUTER SERVICES, INC.
Report of Independent Certified Public Accountants........ F-65
Balance Sheets............................................ F-66
Statements of Income and Retained Earnings................ F-67
Statements of Cash Flows.................................. F-68
Summary of Accounting Policies............................ F-69
Notes to Financial Statements............................. F-72
K.L.C., INC.
Report of Independent Accountants......................... F-75
Balance Sheets............................................ F-76
Statements of Income and Retained Earnings................ F-77
Statements of Cash Flows.................................. F-78
Notes to Financial Statements............................. F-79
MATRIX FUNDING CORPORATION AND SUBSIDIARY
Independent Auditors' Report.............................. F-84
Consolidated Balance Sheet................................ F-85
Consolidated Statement of Income.......................... F-86
Consolidated Statement of Stockholders' Equity............ F-87
Consolidated Statement of Cash Flows...................... F-88
Notes to Consolidated Financial Statements................ F-89
MERRIMAC FINANCIAL ASSOCIATES
Report of Independent Certified Public Accountants........ F-97
Balance Sheet............................................. F-98
Statement of Operations................................... F-99
Statement of Partners' Capital............................ F-100
Statement of Cash Flows................................... F-101
Notes to Financial Statements............................. F-102
MUNICIPAL CAPITAL MARKETS GROUP, INC.
Report of Independent Certified Public Accountants........ F-106
Balance Sheets............................................ F-107
Statements of Operations.................................. F-108
Statement of Stockholders' Equity......................... F-109
Statements of Cash Flows.................................. F-110
Notes to Financial Statements............................. F-111
THE NSJ GROUP
Report of Independent Certified Public Accountants........ F-113
Combined Balance Sheet.................................... F-114
Combined Statement of Operations.......................... F-115
Combined Statement of Stockholders' Equity................ F-116
Combined Statement of Cash Flows.......................... F-117
Notes to Combined Financial Statements.................... F-118
</TABLE>
F-2
<PAGE> 114
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
Report of Independent Public Accountants.................. F-124
Balance Sheets............................................ F-125
Statements of Operations.................................. F-126
Statements of Changes in Partners' Equity................. F-127
Statements of Cash Flows.................................. F-128
Notes to Financial Statements............................. F-129
VARILEASE CORPORATION AND SUBSIDIARY
Report of Independent Certified Public Accountants........ F-132
Consolidated Balance Sheet................................ F-133
Consolidated Statement of Operations...................... F-134
Consolidated Statement of Stockholders' Equity............ F-135
Consolidated Statement of Cash Flows...................... F-136
Notes to Consolidated Financial Statements................ F-137
THE WALDEN ASSET GROUP, INC.
Report of Independent Certified Public Accountants........ F-145
Balance Sheet............................................. F-146
Statement of Operations................................... F-147
Statement of Stockholders' Equity......................... F-148
Statement of Cash Flows................................... F-149
Notes to Financial Statements............................. F-150
</TABLE>
F-3
<PAGE> 115
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
INTRODUCTION TO UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements give effect
to the acquisitions by UniCapital Corporation ("UniCapital") of the outstanding
capital stock of American Capital Resources, Inc. ("American Capital"), Boulder
Capital Group, Inc. ("Boulder"), Cauff, Lippman Aviation, Inc. and Certain
Affiliates ("Cauff Lippman"), Jacom Computer Services, Inc. ("Jacom"), K.L.C.,
Inc. ("Keystone"), Matrix Funding Corporation and Subsidiary ("Matrix"),
Municipal Capital Markets Group, Inc. ("MCMG"), The NSJ Group ("NSJ"), Varilease
Corporation and Subsidiary ("Varilease") and The Walden Asset Group, Inc.
("Walden") and the partnership interests of Merrimac Financial Associates
("Merrimac") and Portfolio Financial Servicing Company, L.P. ("PFSC"). These
acquisitions will occur simultaneously with the closing of UniCapital's initial
public offering and will be accounted for using the purchase method of
accounting. UniCapital has been identified as the "accounting acquiror" in
accordance with the provisions of Securities and Exchange Commission Staff
Accounting Bulletin No. 97, which states that the combining company that
receives the largest portion of voting rights in the combined corporation is
presumed to be the "accounting acquiror" for financial statement presentation
purposes. The consideration to be paid to the stockholders of the Founding
Companies in the Mergers consists of a combination of cash and Common Stock. In
addition, the Company may make additional payments to the stockholders of the
Founding Companies (other than PFSC), in cash and Common Stock, based upon
increases in the adjusted pre-tax income of the Founding Companies for the years
ended December 31, 1998 and 1999 (and, in the case of Boulder, Cauff Lippman and
NSJ, also for the year ended December 31, 2000). If and when such additional
consideration is paid to the stockholders of the Founding Companies, the fair
value of such consideration will be recorded in a manner consistent with the
consideration paid at closing for each Founding Company. Any shares of Common
Stock issued as contingent consideration will impact earnings per share in the
period in which the contingencies are resolved and the Common Stock is
distributable. The additional goodwill will be amortized over the remaining term
of the original goodwill recorded by the Company at closing.
The unaudited pro forma combined balance sheet gives effect to the Mergers
and the Offering as if they had occurred on March 31, 1998. The unaudited pro
forma combined statements of operations give effect to these transactions as if
they had occurred on January 1, 1997. The unaudited pro forma combined
statements of operations reflect the operating results of each of the Founding
Companies for the year ended December 31, 1997 and the interim three-month
periods ended March 31, 1997 and 1998.
UniCapital has preliminarily analyzed the savings that it expects to
realize from reductions in salaries and certain benefits to the stockholders and
management of the Founding Companies. To the extent that the stockholders and
management of the Founding Companies have agreed prospectively to reductions in
salary, bonuses and benefits, these reductions have been reflected in the pro
forma combined statement of operations. With respect to other potential cost
savings, UniCapital has not and cannot quantify these savings until completion
of the combination of the Founding Companies. Additionally, the pro forma
combined statement of operations gives effect to anticipated compensation of
UniCapital's new corporate management and associated costs of being a public
company.
The pro forma adjustments are based on estimates, available information and
certain assumptions and may be revised as additional information becomes
available. The pro forma financial data do not purport to represent what
UniCapital's financial position or results of operations would actually have
been if such transactions in fact had occurred on those dates and are not
necessarily representative of UniCapital's financial position or results of
operations for any future period. Since the Founding Companies were not under
common control or management, historical combined results may not be comparable
to, or indicative of, future performance. The unaudited pro forma combined
financial statements should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Prospectus. See "Risk
Factors" included elsewhere in this Prospectus.
F-4
<PAGE> 116
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1998
(in thousands)
<TABLE>
<CAPTION>
AMERICAN CAUFF
UNICAPITAL CAPITAL BOULDER LIPPMAN JACOM KEYSTONE
---------- ------- ------- ------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Assets:
Cash and cash equivalents............................. $ 41 $ 302 $ 134 $ 312 $ 1,127 $ 1,521
Marketable securities................................. -- -- -- -- -- --
Accounts receivable................................... -- -- 1,817 7,759 5,383 1,533
Net investment in direct financing and sales-type
leases.............................................. -- 73,565 33,905 -- 95,358 51,009
Equipment under operating leases, net................. -- -- 500 38,674 12,611 --
Equipment held for sale/lease......................... -- -- 1,567 -- -- 3,518
Property and equipment, net........................... -- 227 220 -- -- 290
Receivable from stockholders.......................... -- 750 -- 4,742 451 --
Investments........................................... -- -- -- -- -- --
Other assets.......................................... 2,394 4,627 -- 5,274 674 401
Deposits on equipment held for lease.................. -- -- -- 500 9,444 --
Goodwill.............................................. -- -- -- -- -- --
------- ------- ------- ------- -------- -------
Total assets........................................ $ 2,435 $79,471 $38,143 $57,261 $125,048 $58,272
======= ======= ======= ======= ======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Recourse debt......................................... $ -- $43,495 $ 7,081 $ -- $ 6,111 $41,791
Non-recourse and limited recourse debt................ -- 15,207 25,939 41,521 30,740 --
Subordinated debt..................................... -- -- 2,000 -- -- --
Payable to stockholders, officers and affiliates...... -- -- -- -- -- --
Accounts payable and accrued expenses................. 825 11,256 2,049 277 7,738 3,069
Security and other deposits........................... -- -- -- 6,437 -- --
Other liabilities..................................... 50 6 -- -- -- --
Income taxes payable.................................. -- -- -- -- 580 347
Deferred income taxes payable......................... -- 1,602 582 -- 2,678 345
------- ------- ------- ------- -------- -------
Total liabilities................................... 875 71,566 37,651 48,235 47,847 45,552
------- ------- ------- ------- -------- -------
Minority Interest....................................... -- -- -- 799 -- --
Stockholders' equity:
Preferred stock....................................... -- -- -- -- -- --
Common stock.......................................... 7 -- -- 1 1 100
Additional paid-in capital............................ 24,964 1,030 536 1,817 -- 6
Loans receivable from related party................... -- -- -- -- -- (746)
Stock subscription notes receivable................... (3,959) -- -- -- -- --
Retained earnings (deficit)........................... (19,452) 6,875 (44) 6,409 77,200 13,360
Partners' equity...................................... -- -- -- -- -- --
Unrealized gain (loss) on securities.................. -- -- -- -- -- --
------- ------- ------- ------- -------- -------
Total stockholders' equity.......................... 1,560 7,905 492 8,227 77,201 12,720
------- ------- ------- ------- -------- -------
Total liabilities and stockholders' equity.......... $ 2,435 $79,471 $38,143 $57,261 $125,048 $58,272
======= ======= ======= ======= ======== =======
<CAPTION>
MATRIX MERRIMAC MCMG NSJ
------ -------- ---- ---
<S> <C> <C> <C> <C>
ASSETS
Assets:
Cash and cash equivalents............................. $ 5,156 $ 143 $154 $ 51
Marketable securities................................. 1,013 -- -- --
Accounts receivable................................... 1,280 232 -- 30
Net investment in direct financing and sales-type
leases.............................................. 48,836 11,996 -- --
Equipment under operating leases, net................. 886 -- -- 23,431
Equipment held for sale/lease......................... 13,269 -- -- 2,390
Property and equipment, net........................... 323 18 11 --
Receivable from stockholders.......................... -- -- -- 10
Investments........................................... -- -- 148 7,095
Other assets.......................................... 335 69 8 461
Deposits on equipment held for lease.................. -- -- -- 2,399
Goodwill.............................................. -- -- -- --
------- ------- ---- -------
Total assets........................................ $71,098 $12,458 $321 $35,867
======= ======= ==== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Recourse debt......................................... $10,452 $12,113 $-- $ --
Non-recourse and limited recourse debt................ 41,457 -- -- 22,681
Subordinated debt..................................... -- -- -- --
Payable to stockholders, officers and affiliates...... -- -- -- --
Accounts payable and accrued expenses................. 3,694 61 29 667
Security and other deposits........................... -- 96 -- 1,640
Other liabilities..................................... -- -- -- 3,612
Income taxes payable.................................. 2,710 -- -- --
Deferred income taxes payable......................... 2,684 -- -- --
------- ------- ---- -------
Total liabilities................................... 60,997 12,270 29 28,600
------- ------- ---- -------
Minority Interest....................................... -- -- -- --
Stockholders' equity:
Preferred stock....................................... 5,540 -- -- --
Common stock.......................................... 255 -- 1 1
Additional paid-in capital............................ -- -- 41 2,566
Loans receivable from related party................... -- -- -- --
Stock subscription notes receivable................... -- -- -- --
Retained earnings (deficit)........................... 4,038 -- 250 4,700
Partners' equity...................................... -- 188 -- --
Unrealized gain (loss) on securities.................. 268 -- -- --
------- ------- ---- -------
Total stockholders' equity.......................... 10,101 188 292 7,267
------- ------- ---- -------
Total liabilities and stockholders' equity.......... $71,098 $12,458 $321 $35,867
======= ======= ==== =======
</TABLE>
F-5
<PAGE> 117
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1998
(in thousands)
<TABLE>
<CAPTION>
PRO FORMA POST MERGER AS
PFSC VARILEASE WALDEN TOTAL ADJUSTMENTS COMBINED ADJUSTMENTS ADJUSTED
---- --------- ------ ----- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Assets:
Cash and cash equivalents....... $ 38 $ 1,574 $ 1,360 $ 11,913 $ 3,730 $ 15,643 $ 15,494 $ 31,137
Marketable securities........... -- -- -- 1,013 -- 1,013 -- 1,013
Accounts receivable............. 170 3,284 196 21,684 (100) 21,584 -- 21,584
Net investment in direct
financing and sales-type
leases........................ -- 67,149 53,554 435,372 (622) 434,750 -- 434,750
Equipment under operating
leases, net................... -- 19,387 7,380 102,869 21,845 124,714 -- 124,714
Equipment held for sale/lease... -- 20,441 11,241 52,426 -- 52,426 -- 52,426
Property and equipment, net..... 519 1,703 -- 3,311 (37) 3,274 -- 3,274
Receivable from stockholders.... -- 2,117 -- 8,070 (8,070) -- -- --
Investments..................... -- 3,236 -- 10,479 -- 10,479 -- 10,479
Other assets.................... 38 790 98 15,169 (340) 14,829 (2,364) 12,465
Deposits on equipment held for
lease......................... -- -- -- 12,343 -- 12,343 -- 12,343
Goodwill........................ -- -- -- -- 470,215 470,215 -- 470,215
---- -------- ------- -------- --------- ---------- --------- ----------
Total assets.................. $765 $119,681 $73,829 $674,649 $ 486,621 $1,161,270 $ 13,130 $1,174,400
==== ======== ======= ======== ========= ========== ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Recourse debt................... $ -- $ 6,872 $ 405 $128,320 $ (250) $ 128,070 $ 112,779 $ 15,291
Non-recourse and limited
recourse debt................. -- 90,874 56,293 324,712 (2,435) 322,277 -- 322,277
Subordinated debt............... -- -- -- 2,000 -- 2,000 -- 2,000
Payable to stockholders,
officers and affiliates....... -- -- -- -- 363,827 363,827 (363,827) --
Accounts payable and accrued
expenses...................... 176 8,198 8,723 46,762 -- 46,762 -- 46,762
Security and other deposits..... -- -- -- 8,173 -- 8,173 -- 8,173
Other liabilities............... 144 650 2,283 6,745 -- 6,745 -- 6,745
Income taxes payable............ -- -- -- 3,637 -- 3,637 -- 3,637
Deferred income taxes payable... -- 8,400 -- 16,291 33,168 49,459 -- 49,459
---- -------- ------- -------- --------- ---------- --------- ----------
Total liabilities............. 320 114,994 67,704 536,640 394,310 930,950 476,606 454,344
---- -------- ------- -------- --------- ---------- --------- ----------
Minority Interest................. -- -- -- 799 (799) -- -- --
Stockholders' equity:
Preferred stock................. -- -- -- 5,540 (5,540) -- -- --
Common stock.................... -- 5 -- 371 (351) 20 28 48
Additional paid-in capital...... -- -- 75 31,035 222,676 253,711 489,708 743,419
Loans receivable from related
party......................... -- -- -- (746) 746 -- -- --
Stock subscription notes
receivable.................... -- -- -- (3,959) -- (3,959) -- (3,959)
Retained earnings (deficit)..... -- 4,682 6,050 104,068 (123,520) (19,452) -- (19,452)
Partners' equity................ 445 -- -- 633 (633) -- -- --
Unrealized gain (loss) on
securities.................... -- -- -- 268 (268) -- -- --
---- -------- ------- -------- --------- ---------- --------- ----------
Total stockholders' equity.... 445 4,687 6,125 137,210 93,110 230,320 489,736 720,056
---- -------- ------- -------- --------- ---------- --------- ----------
Total liabilities and
stockholders' equity........ $765 $119,681 $73,829 $674,649 $ 486,621 $1,161,270 $ 13,130 $1,174,400
==== ======== ======= ======== ========= ========== ========= ==========
</TABLE>
F-6
<PAGE> 118
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
AMERICAN CAUFF
UNICAPITAL CAPITAL BOULDER LIPPMAN JACOM KEYSTONE MATRIX MERRIMAC MCMG
---------- ------- ------- ------- ----- -------- ------ -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing and sales-type
leases..................... $ -- $ 4,784 $3,618 $ -- $ 8,377 $7,573 $ 9,269 $1,930 $ --
Rental income from operating
leases..................... -- -- 344 17,596 16,531 -- 991 -- --
Sales of equipment........... -- -- 1,522 5,725 62,897 -- -- --
Gain on sale of leases....... -- 5,079 727 -- 472 -- 1,148 -- --
Fees, commissions and
remarketing income......... -- 87 -- 8,156 -- 772 370 -- 4,414
Interest and other income.... -- 1,555 186 708 1,794 648 519 149 83
------- ------- ------ ------- ------- ------ ------- ------ ------
Total revenues........... -- 11,505 6,397 32,185 90,071 8,993 12,297 2,079 4,497
Cost of operating leases..... -- -- 238 12,660 6,448 -- 854 -- --
Cost of equipment sold....... -- -- 1,338 4,325 47,914 -- -- -- --
Interest expense............. -- 5,328 2,696 2,769 4,645 2,458 3,949 663 --
Selling, general and
administrative............. 2,137 6,089 1,652 4,871 13,183 4,842 4,075 805 4,178
Goodwill amortization........ -- -- -- -- -- -- -- -- --
------- ------- ------ ------- ------- ------ ------- ------ ------
Total expenses........... 2,137 11,417 5,924 24,625 72,190 7,300 8,878 1,468 4,178
------- ------- ------ ------- ------- ------ ------- ------ ------
Income from operations....... (2,137) 88 473 7,560 17,881 1,693 3,419 611 319
Minority interest............ -- -- -- 645 -- -- -- -- --
Equity in income from
minority owned
affiliates................. -- -- -- 219 -- -- -- -- --
------- ------- ------ ------- ------- ------ ------- ------ ------
Net income (loss) before
income taxes and
extraordinary item......... (2,137) 88 473 7,134 17,881 1,693 3,419 611 319
Provision for income taxes... -- 36 598 -- 755 689 1,316 -- --
------- ------- ------ ------- ------- ------ ------- ------ ------
Net income (loss) before
extraordinary item......... $(2,137) $ 52 $ (125) $7,134 $17,126 $1,004 $ 2,103 $ 611 $ 319
======= ======= ====== ======= ======= ====== ======= ====== ======
Net income per share before
extraordinary item (basic
and diluted)...............
Shares used in computing pro
forma net income per share
before extraordinary item
(see Note 5)...............
<CAPTION>
COMBINED PRO FORMA PRO FORMA
NSJ PFSC VARILEASE WALDEN TOTAL ADJUSTMENTS COMBINED
--- ---- --------- ------ ----- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing and sales-type
leases..................... $ -- $ -- $ 6,756 $6,575 $48,882 $ -- $ 48,882
Rental income from operating
leases..................... 7,320 -- 11,107 1,543 55,432 -- 55,432
Sales of equipment........... 9,560 -- 12,302 1,046 93,052 -- 93,052
Gain on sale of leases....... -- -- 6,516 573 14,515 -- 14,515
Fees, commissions and
remarketing income......... -- 1,480 6,390 602 22,271 (1,998) 20,273
Interest and other income.... 511 -- 142 -- 6,295 -- 6,295
------- ------- ------- ------ -------- -------- ----------
Total revenues........... 17,391 1,480 43,213 10,339 240,447 (1,998) 238,449
Cost of operating leases..... 1,866 -- 9,122 683 31,871 949 32,820
Cost of equipment sold....... 8,723 -- 10,165 389 72,854 -- 72,854
Interest expense............. 3,034 -- 6,924 3,868 36,334 -- 36,334
Selling, general and
administrative............. 3,015 3,356 7,966 3,128 59,297 (13,820) 45,477
Goodwill amortization........ -- -- -- -- -- 12,196 12,196
------- ------- ------- ------ -------- -------- ----------
Total expenses........... 16,638 3,356 34,177 8,068 200,356 (675) 199,681
------- ------- ------- ------ -------- -------- ----------
Income from operations....... 753 (1,876) 9,036 2,271 40,091 (1,323) 38,768
Minority interest............ -- -- -- -- 645 (645) --
Equity in income from
minority owned
affiliates................. 3,996 -- -- -- 4,215 -- 4,215
------- ------- ------- ------ -------- -------- ----------
Net income (loss) before
income taxes and
extraordinary item......... 4,749 (1,876) 9,036 2,271 43,661 (678) 42,983
Provision for income taxes... -- -- 3,557 122 7,073 13,895 20,968
------- ------- ------- ------ -------- -------- ----------
Net income (loss) before
extraordinary item......... $ 4,749 $(1,876) $ 5,479 $2,149 $36,588 $(14,573) $ 22,015
======= ======= ======= ====== ======== ======== ==========
Net income per share before
extraordinary item (basic
and diluted)............... $ .46
Shares used in computing pro
forma net income per share
before extraordinary item
(see Note 5)............... 47,434,830
</TABLE>
F-7
<PAGE> 119
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
AMERICAN CAUFF
UNICAPITAL CAPITAL BOULDER LIPPMAN JACOM KEYSTONE MATRIX MERRIMAC MCMG
---------- ------- ------- ------- ----- -------- ------ -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing and sales-type
leases......................... $ -- $1,377 $ 909 $ -- $ 2,412 $1,424 $1,963 $477 $--
Rental income from operating
leases......................... -- -- 87 4,452 3,908 -- 189 -- --
Sales of equipment............... -- -- 128 -- 13,752 -- -- -- --
Gain on sale of leases........... -- 1,024 135 -- 98 -- 133 -- --
Fees, commissions and remarketing
income......................... -- 15 31 315 -- 195 35 -- 553
Interest and other income........ -- 316 -- 152 312 144 32 38 48
------- ------ ------ ------ ------- ------ ------ ---- ----
Total revenues................. -- 2,732 1,290 4,919 20,482 1,763 2,352 515 601
Cost of operating leases......... -- -- 61 3,162 1,403 -- 170 -- --
Cost of equipment sold........... -- -- 107 -- 11,999 -- -- -- --
Interest expense................. -- 1,303 661 665 1,575 393 780 161 --
Selling, general and
administrative................. -- 1,113 366 953 2,818 929 797 187 568
Goodwill amortization............ -- -- -- -- -- -- -- -- --
------- ------ ------ ------ ------- ------ ------ ---- ----
Total expenses................. -- 2,416 1,195 4,780 17,795 1,322 1,747 348 568
------- ------ ------ ------ ------- ------ ------ ---- ----
Income from operations........... -- 316 95 139 2,687 441 605 167 33
Minority interest................ -- -- -- 69 -- -- -- -- --
Equity in income from minority
owned affiliates............... -- -- -- 47 -- -- -- -- --
------- ------ ------ ------ ------- ------ ------ ---- ----
Net income (loss) before income
taxes.......................... -- 316 95 117 2,687 441 605 167 33
Provision for income taxes....... -- 126 452 -- 161 181 233 -- --
------- ------ ------ ------ ------- ------ ------ ---- ----
Net income....................... $ -- $ 190 $ (357) $ 117 $ 2,526 $ 260 $ 372 $167 $33
======= ====== ====== ====== ======= ====== ====== ==== ====
Net income per share (basic and
diluted).......................
Shares used in computing pro
forma net income per share (see
Note 5)........................
<CAPTION>
COMBINED PRO FORMA PRO FORMA
NSJ PFSC VARILEASE WALDEN TOTAL ADJUSTMENTS COMBINED
--- ---- --------- ------ ----- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing and sales-type
leases......................... $ -- $ -- $ 1,601 $1,178 $11,341 $ -- $ 11,341
Rental income from operating
leases......................... 1,461 -- 1,170 177 11,444 -- 11,444
Sales of equipment............... -- -- 1,080 246 15,206 -- 15,206
Gain on sale of leases........... -- -- 2,824 173 4,387 -- 4,387
Fees, commissions and remarketing
income......................... -- 337 729 120 2,330 (221) 2,109
Interest and other income........ 10 -- 59 -- 1,111 -- 1,111
------ ----- ------- ------ ------- ------- ----------
Total revenues................. 1,471 337 7,463 1,894 45,819 (221) 45,598
Cost of operating leases......... 475 -- 1,048 147 6,466 273 6,739
Cost of equipment sold........... -- -- 705 92 12,903 -- 12,903
Interest expense................. 611 -- 1,421 879 8,449 -- 8,449
Selling, general and
administrative................. 290 904 2,311 286 11,522 (519) 11,003
Goodwill amortization............ -- -- -- -- -- 3,049 3,049
------ ----- ------- ------ ------- ------- ----------
Total expenses................. 1,376 904 5,485 1,404 39,340 2,803 42,143
------ ----- ------- ------ ------- ------- ----------
Income from operations........... 95 (567) 1,978 490 6,479 (3,024) 3,455
Minority interest................ -- -- -- -- 69 (69) --
Equity in income from minority
owned affiliates............... 442 -- -- -- 489 -- 489
------ ----- ------- ------ ------- ------- ----------
Net income (loss) before income
taxes.......................... 537 (567) 1,978 490 6,899 (2,955) 3,944
Provision for income taxes....... -- -- 672 15 1,840 817 2,657
------ ----- ------- ------ ------- ------- ----------
Net income....................... $ 537 $(567) $ 1,306 $ 475 $ 5,059 $(3,772) $ 1,287
====== ===== ======= ====== ======= ======= ==========
Net income per share (basic and
diluted)....................... $ 0.03
Shares used in computing pro
forma net income per share (see
Note 5)........................ 47,434,830
</TABLE>
F-8
<PAGE> 120
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
AMERICAN CAUFF
UNICAPITAL CAPITAL BOULDER LIPPMAN JACOM KEYSTONE MATRIX MERRIMAC MCMG
---------- -------- ------- ------- ------- -------- ------ -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing and sales-type
leases......................... $ -- $1,352 $ 889 $ -- $ 1,808 $2,335 $2,377 $470 $--
Rental income from operating
leases......................... -- -- 97 4,245 3,733 -- 213 -- --
Sales of equipment............... -- -- 626 -- 32,583 -- -- -- --
Gain on sale of leases........... -- 594 105 -- 85 -- 619 -- --
Fees, commissions and remarketing
income......................... -- 19 -- 3,696 -- 340 36 -- 71
Interest and other income........ -- 269 34 148 252 257 52 36 37
-------- ------ ------ ------ ------- ------ ------ ---- ----
Total Revenues................. -- 2,234 1,751 8,089 38,461 2,932 3,297 506 108
-------- ------ ------ ------ ------- ------ ------ ---- ----
Cost of operating leases......... -- -- 58 3,166 1,492 -- 178 -- --
Cost of equipment sold........... -- -- 563 -- 22,442 -- -- -- --
Interest expense................. -- 1,359 665 625 764 831 1,089 165 --
Selling, general and
administrative................. 17,315 923 506 722 5,199 928 1,031 201 167
Goodwill amortization............ -- -- -- -- -- -- -- -- --
-------- ------ ------ ------ ------- ------ ------ ---- ----
Total expenses................. 17,315 2,282 1,792 4,513 29,897 1,759 2,298 366 167
-------- ------ ------ ------ ------- ------ ------ ---- ----
Income from operations........... (17,315) (48) (41) 3,576 8,564 1,173 999 140 (59)
Minority interest................ -- -- -- 218 -- -- -- -- --
Equity in income from minority
owned affiliates............... -- -- -- -- -- -- -- -- --
-------- ------ ------ ------ ------- ------ ------ ---- ----
Net income (loss) before income
taxes.......................... (17,315) (48) (41) 3,358 8,564 1,173 999 140 (59)
Provision for income taxes....... -- (20) (12) -- 531 498 361 -- --
-------- ------ ------ ------ ------- ------ ------ ---- ----
Net income....................... $(17,315) $ (28) $ (29) $3,358 $ 8,033 $ 675 $ 638 $140 $(59)
======== ====== ====== ====== ======= ====== ====== ==== ====
Net income per share
(basic and diluted)............
Shares used in computing Pro
Forma net income per share (see
Note 5)........................
<CAPTION>
COMBINED PRO FORMA PRO FORMA
NSJ PFSC VARILEASE WALDEN TOTAL ADJUSTMENTS COMBINED
------- ----- --------- ------ -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing and sales-type
leases......................... $ -- $ -- $1,718 $1,563 $12,512 $ -- $ 12,512
Rental income from operating
leases......................... 961 -- 2,848 706 12,803 -- 12,803
Sales of equipment............... -- -- 2,035 1,357 36,601 -- 36,601
Gain on sale of leases........... -- -- 1,796 391 3,590 -- 3,590
Fees, commissions and remarketing
income......................... -- 448 1,146 128 5,884 (1,054) 4,830
Interest and other income........ 557 -- 146 -- 1,788 -- 1,788
------- ----- ------ ------ ------- ------- ----------
Total Revenues................. 1,518 448 9,689 4,145 73,178 (1,054) 72,124
------- ----- ------ ------ ------- ------- ----------
Cost of operating leases......... 466 -- 2,412 293 8,065 273 8,338
Cost of equipment sold........... -- -- 667 -- 23,672 -- 23,672
Interest expense................. 555 -- 1,688 956 8,697 -- 8,697
Selling, general and
administrative................. 1,502 890 3,693 1,858 34,935 (19,794) 15,141
Goodwill amortization............ -- -- -- -- -- 3,049 3,049
------- ----- ------ ------ ------- ------- ----------
Total expenses................. 2,523 890 8,460 3,107 75,369 (16,472) 58,897
------- ----- ------ ------ ------- ------- ----------
Income from operations........... (1,005) (442) 1,229 1,038 (2,191) 15,418 13,227
Minority interest................ -- -- -- -- 218 (218) --
Equity in income from minority
owned affiliates............... 2,108 -- -- -- 2,108 -- 2,108
------- ----- ------ ------ ------- ------- ----------
Net income (loss) before income
taxes.......................... 1,103 (442) 1,229 1,038 (301) 15,636 15,335
Provision for income taxes....... -- -- 595 50 2,003 4,983 6,986
------- ----- ------ ------ ------- ------- ----------
Net income....................... $ 1,103 $(442) $ 634 $ 988 $(2,304) $10,653 $ 8,349
======= ===== ====== ====== ======= ======= ==========
Net income per share
(basic and diluted)............ $ 0.18
Shares used in computing Pro
Forma net income per share (see
Note 5)........................ 47,434,830
</TABLE>
F-9
<PAGE> 121
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 1--GENERAL
UniCapital was established to create a national consolidator and operator
of equipment leasing and speciality finance businesses serving the commercial
market. UniCapital has conducted no operations to date and will acquire the
Founding Companies concurrently with and as a condition to the closing of the
Offering.
The historical financial statements reflect the financial position and
results of operations of UniCapital and the Founding Companies and were derived
from the respective Founding Companies' financial statements where indicated.
The periods included in these pro forma combined financial statements are as of
March 31, 1998 and for the three month periods ended March 31, 1997 and 1998,
and for the year ended December 31, 1997, regardless of the fiscal year end of
the Founding Companies. The audited historical financial statements of
UniCapital and the Founding Companies included elsewhere in this Prospectus have
been included in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 80.
NOTE 2--ACQUISITION OF FOUNDING COMPANIES
Concurrently with and as a condition to the closing of the Offering,
UniCapital will acquire all of the outstanding capital stock or partnership
interests of the Founding Companies. The acquisitions will be accounted for
using the purchase method of accounting with UniCapital identified as the
accounting acquiror. The carrying value of intangible assets is periodically
reviewed by the Company based on the expected future undiscounted operating cash
flows of the related business unit.
The following table sets forth the consideration to be paid in cash and
shares of Common Stock to the stockholders of each of the Founding Companies.
For purposes of computing the estimated purchase price for accounting purposes,
the value of shares is determined using an estimated fair value of $17.10 per
share, which represents a discount of 10 percent from the assumed initial public
offering price of $19.00 per share due to restrictions on the sale and
transferability of the shares issued. The estimated purchase price allocations
for the acquisitions are based upon preliminary estimates and are subject to
certain adjustments. The Company does not anticipate that the final allocation
of purchase price will differ significantly from that presented.
<TABLE>
<CAPTION>
VALUE OF TOTAL
FOUNDING COMPANY CASH SHARES CONSIDERATION
---------------- -------- -------- -------------
<S> <C> <C> <C>
American Capital Resources, Inc............................. $ 20,350 $ 18,315 $ 38,665
Boulder Capital Group, Inc.................................. 7,050 6,345 13,395
Cauff, Lippman Aviation, Inc. and Certain Affiliates........ 48,000 28,800 76,800
Jacom Computer Services, Inc................................ 128,000 57,600 185,600
K.L.C., Inc................................................. 27,900 25,110 53,010
Matrix Funding Corporation and Subsidiary................... 19,416 17,712 37,128
Merrimac Financial Associates............................... -- 3,056 3,056
Municipal Capital Markets Group, Inc........................ 7,043 6,339 13,382
The NSJ Group............................................... 16,016 9,610 25,626
Portfolio Financial Servicing Company, L.P.................. -- 3,150 3,150
Varilease Corporation and Subsidiary........................ 36,753 33,078 69,831
The Walden Asset Group, Inc................................. 20,999 18,899 39,898
-------- -------- --------
$331,527 $228,014 $559,541
======== ======== ========
</TABLE>
F-10
<PAGE> 122
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE 3--UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS
The following table summarizes unaudited pro forma combined balance sheet
adjustments as of March 31, 1998:
<TABLE>
<CAPTION>
MERGER ADJUSTMENTS
------------------------------------------------------------ PRO FORMA
(A) (B) (C) (D) (E) ADJUSTMENTS
---------- -------- -------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents.......................... $ -- $ (3,500) $ -- $ 7,230 $ -- $ 3,730
Accounts receivable................................ -- -- -- (100) -- (100)
Net investment in direct financing and sales-type
leases........................................... -- -- -- (622) -- (622)
Equipment under operating leases, net.............. -- -- -- -- 21,845 21,845
Property and equipment, net........................ -- -- -- (37) -- (37)
Receivable from stockholders....................... -- -- -- (8,070) -- (8,070)
Other assets....................................... -- -- -- (340) -- (340)
Goodwill........................................... -- -- -- -- 470,215 470,215
---------- -------- -------- -------- ---------- ---------
Total assets................................. $ -- $ (3,500) $ -- $ (1,939) $ 492,060 $ 486,621
========== ======== ======== ======== ========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to stockholders, officers and affiliates... $ 331,527 $ -- $ 32,300 $ -- $ -- $ 363,827
Recourse debt...................................... -- -- -- (250) -- (250)
Non-recourse and limited recourse debt............. -- -- -- (2,435) -- (2,435)
Deferred income taxes payable...................... -- -- -- -- 33,168 33,168
---------- -------- -------- -------- ---------- ---------
Total liabilities............................ 331,527 -- 32,300 (2,685) 33,168 394,310
Minority interest.................................. -- (799) -- -- -- (799)
Stockholders' equity: --
Preferred stock.................................. -- -- -- -- (5,540) (5,540)
Common stock..................................... -- -- -- -- (351) (351)
Additional paid-in capital....................... (331,527) -- -- -- 554,203 222,676
Loan receivable from related party............... -- -- -- 746 -- 746
Retained deficit................................. -- (2,701) (32,300) -- (88,519) (123,520)
Partners' equity................................. -- -- -- -- (633) (633)
Unrealized gain on securities.................... -- -- -- -- (268) (268)
---------- -------- -------- -------- ---------- ---------
Total stockholders' equity................... (331,527) (2,701) (32,300) 746 458,892 93,110
---------- -------- -------- -------- ---------- ---------
Total liabilities and stockholders' equity... $ -- $ (3,500) $ -- $ (1,939) $ 492,060 $ 486,621
========== ======== ======== ======== ========== =========
<CAPTION>
OFFERING ADJUSTMENTS
---------------------- POST
MERGER
(F) (G) ADJUSTMENTS
--------- --------- -----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents.......................... $ 492,100 $(476,606) $ 15,494
Accounts receivable................................ -- -- --
Net investment in direct financing and sales-type
leases........................................... -- -- --
Equipment under operating leases, net.............. -- -- --
Property and equipment, net........................ -- -- --
Receivable from stockholders....................... -- -- --
Other assets....................................... (2,364) -- (2,364)
Goodwill........................................... -- -- --
--------- --------- ---------
Total assets................................. $ 489,736 $(476,606) $ 13,130
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to stockholders, officers and affiliates... $ -- $(363,827) $(363,827)
Recourse debt...................................... -- (112,779) (112,779)
Non-recourse and limited recourse debt............. -- -- --
Deferred income taxes payable...................... -- -- --
--------- --------- ---------
Total liabilities............................ -- (476,606) (476,606)
Minority interest.................................. -- -- --
Stockholders' equity:
Preferred stock.................................. -- -- --
Common stock..................................... 28 -- 28
Additional paid-in capital....................... 489,708 -- 489,708
Loan receivable from related party............... -- -- --
Retained deficit................................. -- -- --
Partners' equity................................. -- -- --
Unrealized gain on securities.................... -- -- --
--------- --------- ---------
Total stockholders' equity................... 489,736 -- 489,736
--------- --------- ---------
Total liabilities and stockholders' equity... $ 489,736 $(476,606) $ 13,130
========= ========= =========
</TABLE>
F-11
<PAGE> 123
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--CONTINUED
(A) Records the liability for the cash portion of the consideration to be paid
to the stockholders of the Founding Companies in connection with the
Mergers.
(B) Reflects reimbursement of stockholders of Cauff Lippman for their repurchase
of the minority interest in Cauff Lippman immediately prior to the Mergers.
(C) Reflects a distribution taken by the stockholder of Jacom immediately prior
to the Mergers.
(D) Reflects the payment of amounts payable to and receivable from stockholders
at American Capital, Boulder, Cauff Lippman, Jacom, Keystone, Matrix, NSJ
and Varilease.
(E) Reflects the acquisitions of the Founding Companies for a total estimated
purchase price of $559.5 million consisting of $331.5 million in cash and
13,334,064 shares of common stock with an estimated fair value of $17.10 per
share (or $228.0 million), which represents a discount of ten percent from
the assumed initial public offering price of $19.00 per share due to
restrictions on the sale and transferability of the shares issued. $21.8
million of the purchase price has been allocated to aircraft under operating
leases and $33.2 million to a deferred tax liability to be established upon
the conversion from S Corporation or partnership status of certain of the
Founding Companies and the remaining purchase price in excess of book value
of assets acquired has been allocated to goodwill.
(F) Reflects the cash proceeds from the issuance of 28,000,000 shares of Common
Stock net of estimated expenses of the Offering (based on an estimated
initial public offering price of $19.00 per share). Expenses of the Offering
primarily consist of underwriting discounts and commissions, accounting
fees, legal fees and printing expenses.
(G) Reflects payment of the cash portion of the purchase price to be paid to the
stockholders of the Founding Companies and the repayment of certain
indebtedness of the Founding Companies assumed by UniCapital in the Mergers
with a portion of the net proceeds from the Offering.
NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS
The following table summarizes unaudited pro forma combined statement of
operations adjustments:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
----------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) TOTAL
--------- --------- -------- ------ -------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fees, commissions and
remarketing income...... $ -- $ -- $ -- $ -- $ -- $ -- $ (1,998) $ -- $ (1,998)
--------- --------- -------- ------ -------- --------- --------- --------- ---------
Cost of operating
leases.................. -- -- 949 -- -- -- -- -- 949
Selling, general and
administrative.......... (14,490) -- -- -- (2,133) -- (1,998) 4,801 (13,820)
Goodwill amortization..... -- 12,196 -- -- -- -- -- -- 12,196
--------- --------- -------- ------ -------- --------- --------- --------- ---------
(14,490) 12,196 949 -- (2,133) -- (1,998) 4,801 (675)
--------- --------- -------- ------ -------- --------- --------- --------- ---------
Income (loss) from
operations.............. 14,490 (12,196) (949) -- 2,133 -- -- (4,801) (1,323)
Minority interest......... -- -- -- (645) -- -- -- -- (645)
--------- --------- -------- ------ -------- --------- --------- --------- ---------
Pretax earnings (loss).... 14,490 (12,196) (949) 645 2,133 -- -- (4,801) (678)
Provision for income
taxes................... -- -- -- -- -- 13,895 -- -- 13,895
--------- --------- -------- ------ -------- --------- --------- --------- ---------
Net income (loss)......... $ 14,490 $ (12,196) $ (949) $ 645 $ 2,133 $ (13,895) $ -- $ (4,801) $ (14,573)
========= ========= ======== ====== ======== ========= ========= ========= =========
</TABLE>
F-12
<PAGE> 124
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS
(CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1997
-------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) TOTAL
------- ------- ----- ----- -------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fees, commissions and
remarketing income... $ -- $ -- $ -- $ -- $ -- $ -- $ (221) $ -- $ 221
Cost of operating
leases............... -- -- 273 -- -- -- -- -- 273
Selling, general and
administrative....... (1,498) -- -- -- -- -- (221) 1,200 (519)
Goodwill
amortization......... -- 3,049 -- -- -- -- -- -- 3,049
------- ------- ----- ----- -------- ------- ------- ------- --------
(1,498) 3,049 273 -- -- -- (221) 1,200 2,803
------- ------- ----- ----- -------- ------- ------- ------- --------
Income (loss) from
operations........... 1,498 (3,049) (273) -- -- -- -- (1,200) (3,024)
Minority interest...... -- -- -- (69) -- -- -- -- (69)
------- ------- ----- ----- -------- ------- ------- ------- --------
Pretax earnings
(loss)............... 1,498 (3,049) (273) 69 -- -- -- (1,200) (2,955)
Provision for income
taxes................ -- -- -- -- 817 -- -- 817
------- ------- ----- ----- -------- ------- ------- ------- --------
Net income (loss)...... $ 1,498 $(3,049) $(273) $ 69 $ -- $ (817) $ -- $(1,200) $ (3,772)
======= ======= ===== ===== ======== ======= ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1998
-------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) TOTAL
------- ------- ----- ----- -------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fees, commissions and
remarketing income... $ -- $ -- $ -- $ -- $ -- $ -- $(1,054) $ -- $ (1,054)
Cost of operating
leases............... -- -- 273 -- -- -- -- -- 273
Selling, general and
administrative....... (2,632) -- -- -- (17,308) -- (1,054) 1,200 (19,794)
Goodwill
amortization......... -- 3,049 -- -- -- -- -- -- 3,049
------- ------- ----- ----- -------- ------- ------- ------- --------
(2,632) 3,049 273 -- (17,308) -- (1,054) 1,200 (16,472)
------- ------- ----- ----- -------- ------- ------- ------- --------
Income (loss) from
operations........... 2,632 (3,049) (273) -- 17,308 -- -- (1,200) 15,418
Minority interest...... -- -- -- (218) -- -- -- -- (218)
------- ------- ----- ----- -------- ------- ------- ------- --------
Pretax earnings
(loss)............... 2,632 (3,049) (273) 218 17,308 -- -- (1,200) 15,636
Provision for income
taxes................ -- -- -- -- -- 4,983 -- -- 4,983
------- ------- ----- ----- -------- ------- ------- ------- --------
Net income (loss)...... $ 2,632 $(3,049) $(273) $ 218 $ 17,308 $(4,983) $ -- $(1,200) $ 10,653
======= ======= ===== ===== ======== ======= ======= ======= ========
</TABLE>
- ---------------
(A) Reflects the net reduction in compensation to the stockholders and
management of the Founding Companies to which they have agreed prospectively
in employment agreements to be effective upon completion of the Offering.
The Company has not yet adopted any incentive bonus compensation plan. On a
prospective basis, the Company expects that bonuses will only be paid if
earnings increase to a level substantially in excess of pro forma combined
earnings for the year ended December 31, 1997.
(B) Reflects the amortization of goodwill to be recorded as a result of the
Mergers over estimated useful lives ranging from 15 to 40 years.
(C) Reflects an increase in the depreciation for the aircraft under operating
leases based on the fair value of the assets to be recorded in purchase
accounting for these Mergers.
(D) Reflects the increase in Cauff Lippman's net income resulting from the
repurchase by the stockholders of Cauff Lippman of the minority interest in
Cauff Lippman immediately prior to the Mergers.
(E) Reflects the reduction in compensation expense related to the non-cash
compensation charge recorded by UniCapital related to Common Stock issued to
management and consultants of UniCapital.
(F) Reflects (i) the incremental provision for federal and state income taxes
assuming all entities were subject to federal and state income taxes at a
combined effective rate of 38%; (ii) federal and state income taxes relating
to the other statement of operations' adjustments; and (iii) the
non-deductibility of goodwill amortization for tax purposes.
F-13
<PAGE> 125
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS
(CONTINUED)
(G) Reflects the elimination of revenue/expenses recorded by NSJ and Cauff
Lippman relating to activities between the two companies for the year ended
December 31, 1997 and for the three months ended March 31, 1997 and 1998.
(H) Reflects an estimate of additional costs to be incurred by UniCapital as a
public company. These expenses are primarily salaries and professional fees.
NOTE 5--SHARES USED IN COMPUTING PRO FORMA NET INCOME PER SHARE BEFORE
EXTRAORDINARY ITEM
Includes (i) 6,798,750 shares issued to the founders and initial investors
of UniCapital; (ii) 13,334,064 shares to be issued to stockholders of the
Founding Companies as part of the purchase price of the Founding Companies;
(iii) 27,133,595 of the 28,000,000 shares sold in the Offering necessary to pay
the cash portion of the purchase price of the Founding Companies, to repay
certain indebtedness of the Founding Companies and to pay certain expenses of
the Offering; and (iv) 168,421 shares related to the dilution attributable to
options granted with an exercise price below the initial public offering price,
in accordance with the treasury stock method.
NOTE 6--STOCK OPTION PLANS
UniCapital has adopted the 1998 Long-Term Incentive Plan (the "1998
Incentive Plan") under which awards of options to acquire shares of Common Stock
may be made to employees, directors (other than non-employee directors),
consultants and advisors of UniCapital. The maximum number of shares of Common
Stock which may be awarded under the 1998 Incentive Plan is 15% of the total
number of shares of Common Stock outstanding from time to time. In connection
with the Offering, UniCapital intends to grant to employees of the Founding
Companies, stock options to purchase a number of shares of Common Stock equal to
6.25% of the aggregate consideration to be paid in the Mergers, divided by the
initial public offering price per share of Common Stock (such number of grants
estimated to be 1,933,223 shares). The options will vest ratably over a
four-year period and will expire 10 years from the date of grant. In addition,
in connection with the Offering, UniCapital intends to grant 1,065,000 options
that will be exercisable immediately at an exercise price equal to the initial
offering price, which will expire 10 years from the date of grant and 243,500
options to certain members of management of UniCapital with an exercise price
equal to the initial offering price that will be exercisable over a four year
period. At March 31, 1998, no options had been granted under this Plan.
UniCapital has also adopted the 1997 Executive Non-Qualified Stock Option
Plan (the "1997 Executive Plan") under which awards of options to acquire shares
of Common Stock may be made to employees, directors, consultants and advisors of
UniCapital. The maximum number of shares of Common Stock which may be awarded
under options is 500,000. Options to purchase 200,000 shares at an exercise
price of $3.00 under the 1997 Executive Plan have been awarded as of February
19, 1998. Accordingly, under APB No. 25 UniCapital recorded compensation expense
of $2.1 million in relation to these options in January 1998. In addition, in
connection with the Offering, UniCapital intends to grant 60,000 options that
will be exercisable immediately at an exercise price per share equal to the
initial offering price, which will expire 10 years from the date of grant.
UniCapital has also adopted the 1998 Non-Employee Directors' Stock Plan
(the "1998 Non-Directors' Plan") under which awards of options to acquire shares
of Common Stock may be made automatically to non-employee directors of
UniCapital. The maximum number of shares of Common Stock which may be awarded
under options is 500,000. In connection with the Offering, UniCapital intends to
grant 63,000 options that will be exercisable immediately at an exercise price
equal to the initial offering price, which will expire 10 years from the date of
grant.
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," ("SFAS 123") allows entities to choose between a new
fair value based method of accounting for employee stock options or similar
equity instruments and the current intrinsic value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25 ("APB No. 25").
Entities electing to account for employee stock
F-14
<PAGE> 126
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE 6--STOCK OPTION PLANS (CONTINUED)
options or similar equity instruments under APB No. 25 must make pro forma
disclosures of net income and earnings per share as if the fair value method of
accounting has been applied. UniCapital has elected APB No. 25, and will provide
pro forma disclosure of net income and earnings per share, as applicable, in the
notes to future consolidated financial statements. For pro forma disclosure
purposes, had pro forma compensation cost for UniCapital's stock based
compensation plans been determined based on the pro forma fair value at the
grant dates for awards under those plans consistent with the method of SFAS 123,
UniCapital's pro forma net income before extraordinary item would have been
$13.9 million, $(0.7) million and $6.3 million for the year ended December 31,
1997 and the three months ended March 31, 1997 and 1998, respectively. Pro forma
net income per share before extraordinary item (basic and diluted) would have
been $0.29, $(.02) and $.13 for the year ended December 31, 1997 and the three
months ended March 31, 1997 and 1998, respectively.
The pro forma fair value of the options was estimated on the assumed date
of grant using the Black-Scholes option pricing model with the following
weighted average assumptions: dividend yield of 0%, expected volatility of 40%,
risk free interest rates of 5.70% and expected lives of four years.
F-15
<PAGE> 127
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and
Stockholders of UniCapital Corporation
In our opinion, the accompanying balance sheet and the related statements
of operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of UniCapital Corporation at December
31, 1997, and the results of its operations and its cash flows for the period
from inception (October 9, 1997) to 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 audit. We conducted our audit
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 audit provides a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Ft. Lauderdale, Florida
February 19, 1998
F-16
<PAGE> 128
UNICAPITAL CORPORATION
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, 1997 MARCH 31, 1998
----------------- --------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash........................................................ $ 30,406 $ 40,939
Deferred offering costs..................................... 573,090 2,364,018
Prepaid expenses and other assets........................... 27,702 30,014
----------- -----------
Total assets...................................... $ 631,198 $ 2,434,971
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses....................... $ 355,053 $ 825,294
Line of Credit.............................................. -- 50,000
----------- -----------
Total liabilities................................. 355,053 875,294
Commitments (Note 6)
Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding........... -- --
Common stock, $0.001 par value, 100,000,000 shares
authorized, 5,276,250 and 6,798,750 shares issued and
outstanding at December 31, 1997 and March 31, 1998,
respectively........................................... 5,276 6,799
Stock subscription notes receivable....................... (128,750) (3,959,268)
Additional paid-in capital................................ 2,536,599 24,963,826
Accumulated deficit....................................... (2,136,980) (19,451,680)
----------- -----------
Net stockholders' equity.......................... 276,145 1,559,677
----------- -----------
Total liabilities and stockholders' equity........ $ 631,198 $ 2,434,971
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-17
<PAGE> 129
UNICAPITAL CORPORATION
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
(OCTOBER 9, 1997) THREE MONTHS
TO DECEMBER 31, ENDED
1997 MARCH 31, 1998
----------------- --------------
(UNAUDITED)
<S> <C> <C>
Total revenues.............................................. $ -- $ --
----------- ------------
Selling, general and administrative......................... 2,136,980 17,314,700
----------- ------------
Total expenses.............................................. 2,136,980 17,314,700
Loss before income taxes.................................... (2,136,980) (17,314,700)
Provision for income taxes.................................. -- --
----------- ------------
Net loss.................................................... $(2,136,980) $(17,314,700)
=========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-18
<PAGE> 130
UNICAPITAL CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
STOCK ADDITIONAL
COMMON SUBSCRIPTION PAID-IN ACCUMULATED
STOCK NOTES RECEIVABLE CAPITAL DEFICIT TOTAL
------ ---------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at inception (October
9, 1997).................... $ -- $ -- $ -- $ -- $ --
Issuance of 5,276,250 shares
of common stock ($2,133,125
of compensation expense
recorded)................... 5,276 (128,750) 2,536,599 -- 2,413,125
Net loss...................... -- -- -- (2,136,980) (2,136,980)
------ ----------- ----------- ------------ ------------
Balance at December 31,
1997........................ 5,276 (128,750) 2,536,599 (2,136,980) 276,145
------ ----------- ----------- ------------ ------------
Issuance of 1,522,500 shares
of common stock ($15,248,150
of compensation expense
recorded) (unaudited)....... 1,523 (3,830,518) 20,367,227 -- 16,538,232
Issuance of options
($2,060,000 of compensation
expense recorded)
(unaudited)................. 2,060,000 2,060,000
Net loss (unaudited).......... -- -- -- (17,314,700) (17,314,700)
------ ----------- ----------- ------------ ------------
Balance at March 31, 1998
(unaudited)................. $6,799 $(3,959,268) $24,963,826 $(19,451,680) $ 1,559,677
====== =========== =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-19
<PAGE> 131
UNICAPITAL CORPORATION
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
(OCTOBER 9, 1997) THREE MONTHS
TO DECEMBER 31, ENDED
1997 MARCH 31, 1998
----------------- --------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $(2,136,980) $(17,314,700)
Adjustments to reconcile net loss to net
cash used in operating activities:
Compensation expense related to equity issuances....... 2,133,125 17,308,150
Changes in other assets and liabilities:
Prepaid expenses and other assets.................... (27,702) (2,312)
Deferred offering costs.............................. (573,090) (1,790,928)
Accounts payable and accrued expenses................ 355,053 470,241
----------- ------------
Net cash used in operating activities....................... (249,594) (1,329,549)
----------- ------------
Cash flows from financing activities:
Proceeds from line of credit.............................. -- 50,000
Proceeds from issuance of common stock.................... 280,000 1,290,082
----------- ------------
Net cash provided by financing activities................... 280,000 1,340,082
----------- ------------
Increase in cash............................................ 30,406 10,533
Cash at beginning of period................................. -- 30,406
----------- ------------
Cash at end of period....................................... $ 30,406 $ 40,939
=========== ============
Supplemental disclosures of cash flow information for
non-cash items:
Stock subscription notes receivable as consideration for
issuance of common stock............................... $ 128,750 $ 3,830,518
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-20
<PAGE> 132
UNICAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1--NATURE OF OPERATIONS
UniCapital Corporation, a Delaware Corporation, ("UniCapital" or the
"Company", formerly known as "U.S. Leasing, Inc.") was founded in October 1997,
to create a national consolidator and operator of equipment leasing and
specialty finance businesses serving the commercial market. UniCapital intends
to acquire twelve equipment leasing and related businesses (the "Mergers"), upon
consummation of an initial public offering (the "Offering") of its common stock
and, subsequent to the Offering, continue to acquire through merger or purchase,
similar companies to expand its national operations.
UniCapital has not conducted any operations, and all activities to date
have related to the Offering and the Mergers. The Company's cash balances were
generated from the sale of common stock of the Company to investors.
Accordingly, statements of operations, of cash flows and of changes in
stockholders' equity from inception of the Company to December 31, 1997 would
not provide meaningful information and have been omitted. Operating expenses
subsequent to inception consist primarily of the salary and benefits of the
Company's one employee which have been expensed. As of December 31, 1997, the
Company has incurred $573,090 in costs associated with the Offering, which have
been capitalized as deferred offering costs. These costs primarily include
professional and consulting fees, and will be recorded as a reduction of
proceeds of the Offering. The Company is dependent upon the Offering to execute
the pending Mergers. There is no assurance that the pending Mergers will be
completed or the Company will be able to generate future operating revenues.
Unaudited Interim Financial Information. The interim financial data as of
March 31, 1998 and for the three months ended March 31, 1998 is unaudited;
however, in the opinion of the Company, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position and results of operations and of cash
flows for the interim period. Such interim financial data is not necessarily
indicative of results for the entire fiscal year including such interim period.
NOTE 2--STOCKHOLDERS' EQUITY
Common Stock. In connection with the organization and initial
capitalization of UniCapital, on October 9, 1997, the Company authorized
100,000,000 shares of common stock with a par value of $.001 per share, and
issued 4,000,000 shares at $.05 per share to certain individuals who have
assisted the Company in their capacity as consultants for aggregate
consideration of $200,000. One of the co-founders will become an employee of the
Company pursuant to an employment agreement upon completion of the Offering. In
addition, the Company sold 1,276,250 additional shares of common stock for
prices ranging from $.05 to $3.00 per share between October 9, 1997 and December
31, 1997, to consultants and investors for aggregate consideration of $208,750
of which $128,750 was in the form of notes receivable. As a result of the sale
of these shares, the Company recorded a non-cash compensation charge of
$2,133,125 during 1997, representing the excess of the estimated fair value of
the shares over the consideration received for the shares at issuance.
Consideration received by the Company from the sale of shares of common
stock included $128,750 in notes receivable from two stockholders, which is
reflected in the balance sheet as a reduction from stockholders' equity. The
notes are due one year from completion of the Offering and bear interest at the
Applicable short term Federal Rate (5.68% at December 31, 1997).
NOTE 3--STOCK OPTION AND STOCK PURCHASE PLANS
The Company has adopted certain stock option plans and an employee stock
purchase plan, which are summarized below. Each of the option plans are
administered by a compensation committee composed of outside members of the
Board of Directors. Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," allows entities to choose between a
new fair value based method of accounting for employee stock options or similar
equity instruments and the current intrinsic value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25 ("APB No. 25").
Entities electing to account for employee stock options or similar equity
instruments under APB No. 25 must make pro forma disclosures of net income and
earnings per share as if the fair value method of accounting has been applied.
The Company has
F-21
<PAGE> 133
UNICAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 3--STOCK OPTION AND STOCK PURCHASE PLANS (CONTINUED)
elected APB No. 25, and will provide pro forma disclosure of net income and
earnings per share, as applicable, in the notes to future consolidated financial
statements.
1997 Executive Non-Qualified Stock Option Plan
The Company has adopted and the stockholders have approved the 1997
Executive Non-Qualified Stock Option Plan (the "1997 Executive Plan") under
which awards of options to acquire shares of common stock may be made to
employees, directors, consultants and advisors of the Company. The maximum
number of shares of common stock which may be awarded under options is 500,000
shares, of which, after the Offering, no more than 100,000 shares may be awarded
to an optionee in any calendar year. Options to purchase 200,000 shares at an
exercise price of $3.00 per share under the 1997 Executive Plan have been
awarded as of February 19, 1998.
The terms and conditions of awards under the 1997 Executive Plan are
determined from time to time by the compensation committee and will constitute
nonqualified options under Section 422 of the Internal Revenue Code, as amended.
Outstanding awards will vest and become exercisable in the event of a change in
control of the Company, as defined.
1998 Long-Term Incentive Plan
The Company expects to adopt, and submit to the stockholders for approval,
the 1998 Long-Term Incentive Plan (the "1998 Incentive Plan") under which awards
of options to acquire shares of common stock may be made to employees, directors
(other than non-employee directors), consultants and advisors of the Company.
The maximum number of shares of common stock which may be awarded under the 1998
Incentive Plan is 15% of the total number of shares of common stock outstanding
from time to time. After the Offering, no more than 500,000 shares may be
awarded to an optionee in any calendar year. As of February 12, 1998, no awards
under the 1998 Incentive Plan are outstanding. Upon successful completion of the
Offering, the Company intends to grant to employees of the Founding Companies,
stock options to purchase a number of shares of common stock equal to 6.25% of
the aggregate consideration to be paid in the Mergers, divided by the initial
public offering price per share. The options will vest ratably over a four year
period and will expire 10 years from the date of grant. In addition, the Company
intends to grant 1,000,000 options (500,000 each to the Company's co-founders)
that will be exercisable immediately at an exercise price equal to the initial
offering price, which will expire 10 years from the date of grant.
The terms and conditions of awards under the 1998 Incentive Plan are
determined from time to time by the compensation committee. Exercise prices may
not be less than the fair value of the common stock on the date of grant and
exercise periods may not exceed 10 years.
1998 Non-Employee Directors' Stock Plan
The Company expects to adopt, and submit to the stockholders for approval,
the 1998 Non-Employee Directors' Stock Plan (the "1998 Non-Employee Directors'
Plan") under which awards of options to acquire shares of common stock may be
made automatically to non-employee directors. The maximum number of shares of
common stock which may be awarded under the 1998 Non-Employee Directors' Plan is
500,000 shares. Each non-employee director will receive on the date of the
Offering an initial award of an option to purchase 21,000 shares of common stock
(63,000 shares in the aggregate) at an exercise price equal to the initial
offering price of the common stock in the Offering. Thereafter, each
non-employee director will receive an annual award of an option to purchase
6,000 shares of common stock at an exercise price equal to the fair value of the
common stock. All awards are immediately exercisable.
1998 Employee Stock Purchase Plan
The Company expects to adopt, and submit to the stockholders for approval,
the 1998 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") under
which eligible employees of the Company may
F-22
<PAGE> 134
UNICAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 3--STOCK OPTION AND STOCK PURCHASE PLANS (CONTINUED)
purchase shares of common stock through payroll deductions at a price equal to
85% of the fair value of the common stock. The Company has reserved 2,000,000
shares of common stock for issuance under the Employee Stock Purchase Plan.
NOTE 4--LINE OF CREDIT
The Company has a $250,000 line of credit facility with a financial
institution, due on July 31, 1998, all of which was unused at December 31, 1997.
Subsequent to December 31, 1997 the maximum borrowings allowed under the line of
credit agreement were increased to $500,000. The agreement expires in July 1998,
and is guaranteed jointly and severally by one of the Company's stockholders and
another related party. Interest on the facility is payable monthly computed at
the prime lending rate plus 0.75%.
NOTE 5--INCOME TAXES
The Company accounts for income taxes under the liability method. Under
this method, deferred tax assets and liabilities are determined based on the
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. Valuation allowances are provided
to reduce deferred taxes to the amount expected to be realized based on
available evidence.
The Company's provision for income tax expense was composed of the
following for the year ended December 31, 1997:
<TABLE>
<S> <C>
Current:
Federal................................................... $ --
State..................................................... --
---------
Total current.......................................... --
---------
Deferred:
Federal................................................... 748,000
State..................................................... 78,000
---------
826,000
Valuation allowance......................................... (826,000)
---------
Total deferred......................................... $ --
=========
</TABLE>
The effective income tax rate for the year ended December 31, 1997 varied
from the federal statutory rate as follows:
<TABLE>
<S> <C>
Tax benefit computed at statutory 35% rate.................. $ 748,000
State taxes, net of federal benefit......................... 78,000
Valuation allowance......................................... (826,000)
---------
$ --
=========
</TABLE>
The components of net deferred tax asset at December 31, 1997 were as follows:
<TABLE>
<S> <C>
Organization costs and deferred offering costs.............. $ 826,000
Less: Valuation allowance................................... (826,000)
---------
$ --
=========
</TABLE>
NOTE 6--COMMITMENTS
Employment Agreements. The Company has entered into separate employment
agreements with seven management executives which will be effective at the time
of the Offering, each with a term of two years expiring
F-23
<PAGE> 135
UNICAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 6--COMMITMENTS (CONTINUED)
at various dates in the year 2000. The agreements provide for annual base
salaries ranging from $175,000 to $650,000. These agreements would generally
remain an obligation of the Company in the event the Company terminates
employment without cause after the employment term commences.
Consulting Agreement. The Company intends to enter into a two-year
consulting agreement, which will be effective at the time of the Offering, with
a corporation the sole stockholder of which is a consultant to Jacom Computer
Services, Inc. ("Jacom"), one of the Founding Companies. The agreement provides
that such corporation will continue to provide such consulting services to Jacom
as it currently provides, and will render additional consulting services to the
Company in pursuing merger and acquisition activities and forming strategic
alliances. The agreement provides for base annual consulting fees of $500,000,
payable monthly.
NOTE 7--SUBSEQUENT EVENTS
Subsequent to December 31, 1997, the Company issued an additional 1,522,500
shares of Common Stock for prices ranging from $3.00 to $10.00 per share to
individuals serving as consultants to the Company, each of whom will become
employees of the Company upon consummation of the Offering, and certain other
stockholders, for aggregate consideration of $5,127,500 of which $3,830,518 was
in the form of notes receivable, and recorded a non-cash compensation charge of
$15.2 million related to the difference between amounts paid and the value of
these shares. In addition, in January 1998, the Company issued an option to a
consultant to the Company, who will become an employee of the Company upon
consummation of the Offering, to purchase 200,000 shares of Common Stock at
$3.00 per share, which expires on January 31, 2008. The Company recorded a
charge in the amount of $2,060,000 in January 1998 reflecting the compensatory
value of the option.
On January 27, 1998, the Board of Directors approved a resolution to change
the Company's name to UniCapital Corporation and authorized 10,000,000 shares of
preferred stock with a par value of $.001 per share. No preferred stock has been
issued by the Company as of February 19, 1998.
Unaudited subsequent event. UniCapital has signed definitive agreements to
acquire by merger twelve equipment leasing and related companies ("Founding
Companies") to be effective contemporaneously with the Offering. The
consideration to be paid by UniCapital in acquiring the Founding Companies will
be a combination of cash and common stock, currently estimated to be
approximately $584.9 million.
The total consideration does not reflect contingent consideration which may
be issued pursuant to earn out arrangements included in the definitive
agreements for the Founding Companies. These arrangements provide for the
Company to pay additional consideration based on earnings before taxes generated
by the Founding Companies for the years ended December 31, 1998 and 1999 (and in
certain cases also for the year ended December 31, 2000). Contingent
consideration, if earned, will be recorded in a manner consistent with the
consideration paid at closing for each Founding Company. Any shares of common
stock issued as contingent consideration will be included in shares used to
compute earnings per share in the period in which the contingencies are resolved
and the common stock is distributable.
F-24
<PAGE> 136
INDEPENDENT AUDITORS' REPORT
The Board of Directors
American Capital Resources, Inc.
We have audited the accompanying balance sheets of American Capital
Resources, Inc. as of July 31, 1996 and 1997, and the related statements of
income and retained earnings and cash flows for each of the years in the
three-year period ended July 31, 1997. 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 incudes
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 American Capital Resources,
Inc. as of July 31, 1996 and 1997, and the results of its operations and its
cash flows for each of the years in the three-year period ended July 31, 1997 in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
New York, New York
October 27, 1997
F-25
<PAGE> 137
AMERICAN CAPITAL RESOURCES, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
JULY 31,
------------------------- JANUARY 31,
1996 1997 1998
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash................................................... $ 1,652,341 $ 2,032,544 $ 701,200
Net investment in contracts and leases receivable (note
2)................................................... 60,205,674 60,803,133 70,697,638
Property and equipment, net (note 3)................... 296,850 265,214 208,251
Other receivables (note 4)............................. 4,401,309 4,694,060 4,412,342
Receivable from stockholder (note 4)................... 418,872 488,172 697,341
Prepaid expenses and other assets...................... 425,041 308,315 332,501
----------- ----------- -----------
Total assets...................................... $67,400,087 $68,591,438 $77,049,273
=========== =========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Notes payable--banks--recourse (note 5)................ $26,992,365 $28,442,676 $35,144,900
Notes payable--banks--limited recourse and nonrecourse
(note 6)............................................. 21,640,834 19,482,937 15,772,711
Notes payable--other................................... 19,961 7,970 5,237
Accounts payable and accrued expenses.................. 9,366,194 10,493,585 16,642,564
Deferred income taxes payable (note 7)................. 1,522,000 1,860,000 1,622,000
----------- ----------- -----------
Total liabilities................................. 59,541,354 60,287,168 69,187,412
----------- ----------- -----------
Commitments (note 8)
Stockholder's equity:
Common Stock--no par value, 200 shares authorized,
issued and outstanding............................ 200 200 200
Additional paid in capital........................... 1,029,882 1,029,882 1,029,882
Retained earnings.................................... 6,828,651 7,274,188 6,831,779
----------- ----------- -----------
Total stockholder's equity........................ 7,858,733 8,304,270 7,861,861
----------- ----------- -----------
Total liabilities and stockholder's equity........ $67,400,087 $68,591,438 $77,049,273
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
F-26
<PAGE> 138
AMERICAN CAPITAL RESOURCES, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
-------------------------------------- -----------------------
1995 1996 1997 1997 1998
---------- ----------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Finance income from direct
financing leases and
contracts...................... $4,679,763 $ 5,069,687 $ 4,986,537 $2,535,358 $2,427,724
Gain on sale of contracts........ 3,533,063 4,038,683 4,425,745 1,624,420 1,408,704
Fee income....................... 89,374 83,936 79,825 35,950 29,325
Interest and other income........ 943,940 1,041,628 1,261,582 486,139 817,107
---------- ----------- ----------- ---------- ----------
Total revenues.............. 9,246,140 10,233,934 10,753,689 4,681,867 4,682,860
---------- ----------- ----------- ---------- ----------
Interest expense................. 4,696,591 5,159,682 5,389,659 2,464,805 2,486,428
Selling, general and
administrative................. 4,147,134 4,617,400 5,194,250 2,234,424 2,868,841
---------- ----------- ----------- ---------- ----------
Total expenses.............. 8,843,725 9,777,082 10,583,909 4,699,229 5,355,269
---------- ----------- ----------- ---------- ----------
Income (loss) before income taxes
and extraordinary item......... 402,415 456,852 169,780 (17,362) (672,409)
Provision (benefit) for income
taxes (note 7)................. 163,000 193,000 117,000 (7,000) (230,000)
---------- ----------- ----------- ---------- ----------
Income (loss) before
extraordinary item............. 239,415 263,852 52,780 (10,362) (442,409)
Extraordinary item, net of income
taxes of $321,000 (note 10).... -- -- 392,757 -- --
---------- ----------- ----------- ---------- ----------
Net income (loss)................ 239,415 263,852 445,537 (10,362) (442,409)
Retained earnings--beginning of
period......................... 6,325,384 6,564,799 6,828,651 6,828,651 7,274,188
---------- ----------- ----------- ---------- ----------
Retained earnings--end of
period......................... $6,564,799 $ 6,828,651 $ 7,274,188 $6,818,289 $6,831,779
========== =========== =========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-27
<PAGE> 139
AMERICAN CAPITAL RESOURCES, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
------------------------------------------ ---------------------------
1995 1996 1997 1997 1998
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss)................ $ 239,415 $ 263,852 $ 445,537 $ (10,362) $ (442,409)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation and
amortization................. 97,856 120,703 137,749 68,154 61,500
Amortization and charge off of
initial direct costs......... 980,785 1,266,440 1,251,746 750,953 935,601
Deferred income taxes.......... 61,000 106,020 338,000 (7,000) (238,000)
Extraordinary item............. -- -- (713,757) -- --
Change in operating assets and
liabilities..................
Other receivables............ (1,993,044) (145,942) (292,751) 1,291,958 281,718
Prepaid expenses and other
assets.................... 1,341 (113,045) 116,726 8,271 (24,186)
Accounts payable and accrued
expenses.................. 200,411 (148,460) 9,021 (102,338) (104,931)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
operating activities......... (412,236) 1,349,568 1,292,271 1,999,636 469,293
------------ ------------ ------------ ------------ ------------
Cash flows from investing
activities:
Investment in contracts and
leases, net.................... (33,015,679) (36,668,775) (37,494,893) (36,810,361) (30,137,974)
Principal received from contracts
and leases..................... 34,071,704 32,208,370 37,970,626 18,141,057 26,833,240
Initial direct costs
capitalized.................... (1,194,582) (1,098,192) (1,206,568) (1,002,399) (1,271,462)
Purchase of property and
equipment...................... (53,377) (113,038) (106,113) (11,696) (4,537)
------------ ------------ ------------ ------------ ------------
Net cash used in investing
activities................... (191,934) (5,671,635) (836,948) (19,683,399) (4,580,733)
------------ ------------ ------------ ------------ ------------
Cash flows from financing
activities:
Proceeds from issuance of notes
payable--banks................. 97,468,067 98,018,194 105,403,415 44,216,520 54,221,970
Payments of notes
payable--banks................. (95,080,117) (94,938,030) (105,397,244) (27,868,405) (51,229,972)
Decrease in notes
payable--other................. (11,766) (13,239) (11,991) (5,116) (2,733)
(Increase) decrease in receivable
from stockholder............... (2,557) (37,523) (69,300) 16,673 (209,169)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
financing activities......... 2,373,627 3,029,402 (75,120) 16,359,672 2,780,096
------------ ------------ ------------ ------------ ------------
Increase (decrease) in cash.... 1,769,457 (1,292,665) 380,203 (1,324,091) (1,331,344)
Cash at beginning of period........ 1,175,549 2,945,006 1,652,341 1,652,341 2,032,544
------------ ------------ ------------ ------------ ------------
Cash at end of period.............. $ 2,945,006 $ 1,652,341 $ 2,032,544 $ 328,250 $ 701,200
============ ============ ============ ============ ============
Supplemental disclosures of cash
flow information:
Cash paid during the period for:
Interest....................... $ 4,696,591 $ 5,159,682 $ 5,389,659 $ 2,464,805 $ 2,486,428
============ ============ ============ ============ ============
Income taxes................... $ -- $ 173,688 $ 78,890 $ -- $ 561
============ ============ ============ ============ ============
Other non-cash transaction:
Assumption of debt by
stockholder.................. $ -- $ -- $ 437,000 $ -- $ --
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
F-28
<PAGE> 140
AMERICAN CAPITAL RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1996 AND 1997
(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)
NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business. American Capital Resources, Inc. (the
"Company"), a privately held financial services company, provides a wide array
of financial products and services to both manufacturers/dealers and end-users.
Among the products offered are equipment financing and leasing (both new and
used equipment), commercial collateralized lending, including both accounts
receivable and inventory financing, working capital loans, mergers and
acquisitions, portfolio financing and retail marketing programs for
manufacturers and dealers of equipment.
Headquartered in Hackensack, New Jersey, the Company operates on a
nation-wide basis with sales representation resulting in a geographical customer
mix throughout the United States with no specific concentration in any one area.
While continuing as a prime source of funds for the graphic arts and paper
converting industries, including commercial printing, corrugating, packaging,
bindery, etc., the Company also provides financing for various other industries,
including but not limited to, plastics, electronics, machine tools, etc.
However, as of July 31, 1996 and 1997, substantially all of the customers'
receivables are concentrated in the graphic arts and paper converting
industries.
Revenue Recognition. The Company purchases and finances equipment for its
customers. To fund the purchase of such equipment, the Company sells its
customers' contracts and leases and the payments receivable thereunder to a bank
or borrows the required proceeds from various funding sources. The Company does
not provide servicing for receivables sold. For borrowings, the finance method
of accounting is followed for financial statement reporting purposes and the
proceeds received are reflected as borrowings (See note 2).
Contracts and leases are accounted for by recording as an asset, the total
minimum payments receivable, the guaranteed residual (the stated purchase
agreement amount) and the unearned income which is a contra-asset account. The
unearned income represents the excess of the total minimum payments, including
the stated purchase agreement amount to be realized, over the cost of the
related equipment. The unearned income is recognized as revenue over the terms
of the related contracts following the interest method. When a contract or lease
is sold, the excess of the proceeds from the sale over the carrying value of the
receivable, net of the related unearned income, is recorded as a gain on sale of
the contract. Effective for transactions occurring after December 31, 1996, the
Company adopted the provisions of Statement of Financial Accounting Standards
No. 125 (FASB 125), "Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities." The adoption of FASB 125 did not have a
material effect on the Company's financial position or results of operations.
Initial direct costs are deferred and included as part of the net
investment. Amortization of the deferred initial direct costs is computed using
the interest method over the lives of the contracts or leases. When a contract
or lease is sold, the related initial direct costs are charged to gain on sale
of contracts.
Allowance for Doubtful Receivables. The allowance for doubtful receivables
represents the Company's recognition of the assumed risks of extending credit
and the quality of the contracts and leases. The allowance is maintained at a
level considered adequate to provide for potential credit losses based on
management's assessment of various factors affecting the quality of the
portfolio, including loss experience, review of problem accounts, aging of the
portfolio and general business conditions. The allowance for doubtful
receivables is an estimate and ultimate losses may vary from current estimates
and future additions to the allowance may be necessary.
F-29
<PAGE> 141
AMERICAN CAPITAL RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)
NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property and Equipment. Property and equipment are stated at cost and are
being depreciated over their estimated useful lives as follows:
<TABLE>
<CAPTION>
CATEGORY USEFUL LIFE
-------- -----------
<S> <C>
Furniture, fixtures and computer equipment... 3 to 7 years
Transportation equipment..................... 3 to 10 years
Leasehold improvements....................... Shorter of useful life or lease term
</TABLE>
Income Taxes. The Company utilizes the asset and liability method of
accounting for income taxes. Under the asset and liability method, deferred
income 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. Deferred income
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. Under this method, the effect on deferred
income tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
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.
Interim Financial Information. The financial statements and notes related
thereto as of January 31, 1998 and for the six months ended January 31, 1997 and
1998 are unaudited, but in the opinion of management, include all normal
recurring adjustments necessary for a fair presentation of financial position
and results of operations. The operating results for the interim periods are not
necessarily indicative of a full year's operations.
NOTE 2--NET INVESTMENT IN CONTRACTS AND LEASES RECEIVABLE
The following comprise the net investment in contracts and leases
receivable as of July 31, 1996 and 1997:
<TABLE>
<CAPTION>
1996 1997
------------ ------------
<S> <C> <C>
Payments receivable in installments, including
the stated purchase agreement amount due at
the end of the term........................... $ 76,291,394 $ 78,208,635
Initial direct costs............................ 1,897,554 1,852,376
Unearned income................................. (17,668,274) (18,751,878)
Allowance for doubtful receivables.............. (315,000) (506,000)
------------ ------------
Net investment in contracts and leases
receivable.................................... $ 60,205,674 $ 60,803,133
============ ============
</TABLE>
Included in gross payments receivable is a loan in the amount of $622,000
due from an entity in which the stockholder of the Company owns a minority
interest.
The changes in the allowance for doubtful receivables were as follows:
<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of fiscal year........ $ 315,000 $ 315,000 $ 315,000
Provision for doubtful receivables....... 204,000 291,000 591,000
Receivables written off.................. (204,000) (291,000) (400,000)
--------- --------- ---------
Balance, end of fiscal year.............. $ 315,000 $ 315,000 $ 506,000
========= ========= =========
</TABLE>
F-30
<PAGE> 142
AMERICAN CAPITAL RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)
NOTE 2--NET INVESTMENT IN CONTRACTS AND LEASES RECEIVABLE (CONTINUED)
Contracts and leases receivable at July 31, 1997 are due in installments
approximately as follows:
<TABLE>
<CAPTION>
FISCAL YEARS
ENDING JULY 31,
- ---------------
<S> <C>
1998........................................................ $20,543,876
1999........................................................ 13,844,119
2000........................................................ 13,351,481
2001........................................................ 10,985,093
2002........................................................ 8,259,946
Thereafter.................................................. 11,224,120
-----------
$78,208,635
===========
</TABLE>
Contracts and leases financed under nonrecourse borrowings have been
structured in such a way that the payments to be received are equal to or
greater than the underlying debt service. Because customers may prepay balances
due or the Company may sell, or assign the future payment stream, the above is
not intended to be a projection of future cash flow.
NOTE 3--PROPERTY AND EQUIPMENT
Property and equipment at July 31, 1996 and 1997 consists of the following:
<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
Furniture, fixtures and computer equipment.......... $405,969 $419,773
Transportation equipment............................ 270,252 175,767
Leasehold improvements.............................. 133,079 --
-------- --------
809,300 595,540
Less accumulated depreciation and amortization...... (512,450) (330,326)
-------- --------
$296,850 $265,214
======== ========
</TABLE>
During 1997, $92,008 and $94,486 of fully depreciated furniture, fixtures
and computer equipment and transportation equipment, respectively, and $133,079
of fully amortized leasehold improvements were written off against the related
accumulated depreciation and amortization balances.
NOTE 4--OTHER RECEIVABLES
Other receivables are summarized as follows:
<TABLE>
<CAPTION>
JULY 31,
------------------------
1996 1997
---------- ----------
<S> <C> <C>
Due from funding sources for completed
transactions..................................... $4,132,174 $4,476,042
Notes, loans and other receivables................. 132,172 99,755
Due from DML Associates............................ 136,963 118,263
---------- ----------
$4,401,309 $4,694,060
========== ==========
</TABLE>
DML Associates ("DML") is a partnership controlled by the stockholder of
the Company. The amount due from DML at July 31, 1996 and 1997 is secured by
DML's purchase agreements on leases which are in excess of the receivables at
those dates.
The receivable from stockholder, who is also an officer of the Company,
represents net advances to the stockholder. Such amounts are not interest
bearing and do not have a specific due date.
F-31
<PAGE> 143
AMERICAN CAPITAL RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)
NOTE 5--NOTES PAYABLE--BANKS--RECOURSE
The Company funds certain contracts under secured lines of credit. The
amount of credit available to the Company under these lines was $46,466,000 and
$54,757,000 at July 31, 1996 and 1997, respectively.
As of July 31, 1996 and 1997, $26,992,365 and $28,442,676, respectively,
were outstanding under such lines, are due on demand and are collateralized by
contracts receivable.
The interest rates on the outstanding borrowings under the secured lines of
credit range from LIBOR plus 200 basis points to prime plus 1%. At July 31, 1996
and 1997, the LIBOR rate was 5.465% and 5.69%, respectively, and the prime rate
was 8.25% and 8.50%, respectively.
NOTE 6--NOTES PAYABLE--BANKS--LIMITED RECOURSE AND NONRECOURSE
The following table summarizes the Company's future obligations by year for
notes payable--banks, collateralized by contracts or leases assigned, on both a
limited recourse and nonrecourse basis, as of July 31, 1997:
<TABLE>
<CAPTION>
FISCAL YEARS
ENDING JULY 31,
- ---------------
<S> <C>
1998........................................................ $ 4,552,816
1999........................................................ 4,037,061
2000........................................................ 4,034,038
2001........................................................ 3,346,659
2002........................................................ 1,741,318
Thereafter.................................................. 1,771,045
-----------
$19,482,937
===========
</TABLE>
Of the $19,482,937, the Company has recourse for a maximum amount of
approximately $2,150,000 under the limited recourse provisions.
Interest on the notes is generally at the rate of prime plus 1%. At July
31, 1996 and 1997, the prime rate was 8.25% and 8.5%, respectively. The above
notes will be prepaid early to the extent customers prepay their contract or
lease balances or if the Company sells the related collateral. See Note 2.
F-32
<PAGE> 144
AMERICAN CAPITAL RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)
NOTE 7--INCOME TAXES
The components of income tax expense are as follows:
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JULY 31,
--------------------------------
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
Federal:
Current............................... $ 56,000 $ 61,000 $ 80,000
Deferred.............................. 67,000 106,000 288,000
-------- -------- --------
123,000 167,000 368,000
-------- -------- --------
State:
Current............................... 46,000 26,000 20,000
Deferred.............................. (6,000) -- 50,000
-------- -------- --------
40,000 26,000 70,000
-------- -------- --------
Total:
Current............................... 102,000 87,000 100,000
Deferred.............................. 61,000 106,000 338,000
-------- -------- --------
$163,000 $193,000 $438,000
======== ======== ========
Total income tax expense was allocated as
follows:
Income before extraordinary item......... $163,000 $193,000 $117,000
Extraordinary item....................... -- -- 321,000
-------- -------- --------
Total.................................... $163,000 $193,000 $438,000
======== ======== ========
</TABLE>
The effective annual tax rate for 1997 was higher than expected due to
$42,000 of investment tax credit carry forwards expiring unused.
The tax effects of temporary differences that give rise to significant
portions of the deferred income tax assets and deferred income tax liabilities
at July 31, 1996 and 1997 are presented below:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Deferred income tax assets:
Investment tax credit carry forwards............ $ 350,000 $ 281,000
Net operating loss carry forwards............... 80,000 77,000
Alternative minimum tax credit carry forwards... 533,000 640,000
----------- -----------
Total deferred income tax assets........ 963,000 998,000
Deferred income tax liabilities:
Contracts receivable, net principally due to
treating certain contracts as operating
leases for income tax purposes............... (2,485,000) (2,858,000)
----------- -----------
Net deferred income tax liability................. $(1,522,000) $(1,860,000)
=========== ===========
</TABLE>
For income tax reporting purposes, as of July 31, 1997, the Company has
investment tax credit carry forwards of approximately $281,000 available
expiring as follows: 1998, $107,000; 1999, $54,000; 2000, $86,000 and 2001,
$34,000 and net operating loss carry forwards of $207,000, which expire in the
year 2011. It also has as of that date, for income tax reporting purposes,
$640,000 of alternative minimum tax credit carryovers available which can be
carried forward indefinitely and used to reduce future regular income tax
liabilities. A
F-33
<PAGE> 145
AMERICAN CAPITAL RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)
NOTE 7--INCOME TAXES (CONTINUED)
valuation allowance for deferred income tax assets has not been recorded since
management believes the credits will be taken and existing deductible temporary
differences will reverse during periods in which the Company expects to generate
net taxable income.
The Company is undergoing an audit by the Internal Revenue Service for the
years ended July 31, 1994, 1995 and 1996. Management does not believe the
results of such examination will materially affect the financial statements of
the Company.
NOTE 8--COMMITMENTS
Rent expense charged to income for office facilities for the fiscal years
ended July 31, 1995, 1996 and 1997 was $261,775, $205,872 and $223,558,
respectively. The Company has minimum rental commitments under a noncancellable
operating lease for office space in New Jersey expiring on December 31, 2000.
The lease contains renewal options and escalation clauses based on increased
operating costs. Estimated minimum annual rentals under the lease are as
follows:
<TABLE>
<CAPTION>
FISCAL YEARS
ENDING JULY 31, ANNUAL RENTALS
- --------------- --------------
<S> <C>
1998........................................................ $177,006
1999........................................................ 182,589
2000........................................................ 186,576
2001........................................................ 77,740
--------
$623,911
========
</TABLE>
The Company has committed to extend credit to its customers in the normal
course of business. Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition established in the
contract or lease and generally have fixed expiration dates or other termination
clauses; such commitments may also provide for a fee to the Company. The amount
of collateral obtained by the Company upon extension of credit is based on
management's credit evaluations of the counter-party. The Company evaluates each
customer's credit worthiness on a case-by-case basis. At such time as a
commitment is made, the collateral value supporting such commitment is at least
equal to or greater than the value of the commitment. In some cases, these
transactions also may have vendor support.
Most of the commitments are expected to be drawn upon and, accordingly, the
total commitment amounts normally represent future cash requirements. Over the
twelve months ending July 31, 1998, the Company expects to fund such commitments
from its unused credit lines (see note 5), from the sale of receivables, or from
working capital. Collateral obtained includes the equipment financed and may
include other property, plant, and equipment, as well as personal guarantees. At
July 31, 1997, the Company had contracts to extend credit to customers
aggregating approximately $33,403,000.
The Company has several vendor guarantee programs in existence whereby, in
the event of a customer default, the vendors involved would be obligated to
"repurchase" the transaction from the Company up to certain predetermined limits
under certain programs and up to 100% of the equipment cost under other
programs.
NOTE 9--PENSION PLAN
The Company has a 401(k) defined contribution pension plan (the "Plan")
covering substantially all employees of the Company. Employees become eligible
to participate in the Plan upon completion of one year of service. Employee
contributions are matched by the Company to a maximum of 3% of each
participant's
F-34
<PAGE> 146
AMERICAN CAPITAL RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)
NOTE 9--PENSION PLAN (CONTINUED)
compensation. For the years ended July 31, 1995, 1996 and 1997 the Company's
matching contributions aggregated $31,933, $25,156 and $33,898, respectively.
NOTE 10--EXTRAORDINARY ITEM
On May 2, 1997, the Company concluded an agreement with the Federal Deposit
Insurance Corporation ("FDIC") as receiver for a failed bank involving a dispute
over the repurchase of a portfolio previously assigned to the failed bank. The
agreement settled indebtedness of $1,875,757 for $1,162,000 resulting in an
extraordinary gain of $713,757. Under the terms of the settlement, the Company
paid $725,000 in installments through September 4, 1997. The balance of $437,000
was due in 62 monthly installments of $7,662 beginning November 1, 1997 and one
payment of $50,000 due January 19, 1998. Such installments include interest at
the rate of 8% per annum. Effective July 30, 1997, the stockholder of the
Company, who is also an officer, with the consent of the FDIC, assumed the
obligation for the note for consideration of $437,000.
NOTE 11--SUBSEQUENT EVENT (UNAUDITED)
The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's Common Stock in exchange for cash and
Common Stock of UniCapital, concurrent with the consummation of an initial
public offering of the Common Stock of UniCapital.
F-35
<PAGE> 147
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders of
Boulder Capital Group, Inc.
In our opinion, the accompanying balance sheet and the related statements
of operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of Boulder Capital Group, Inc. at
December 31, 1997, and the results of its operations and its cash flows for the
year then ended 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 audit. We conducted our audit 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 audit provides a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE LLP
Ft. Lauderdale, Florida
January 21, 1998, except as to Note 10
which is as of February 5, 1998
F-36
<PAGE> 148
BOULDER CAPITAL GROUP, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
---------------- ----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash........................................................ $ 200,323 $ 134,326
Rents and accounts receivable............................... 510,146 1,816,982
Equipment acquired to fulfill leasing commitments........... 2,381,636 1,567,497
Net investment in direct financing leases................... 32,161,585 33,904,708
Equipment under operating leases, net....................... 557,240 499,674
Property and equipment, net................................. 213,166 220,305
----------- -----------
Total assets......................................... $36,024,096 $38,143,492
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable:
Recourse.................................................. $ 2,720,335 $ 7,081,492
Nonrecourse............................................... 28,264,315 25,938,906
Subordinated.............................................. 2,250,000 2,000,000
Accounts payable and accrued expenses....................... 1,670,029 2,048,864
Deferred income taxes....................................... 598,000 581,705
----------- -----------
Total liabilities.................................... 35,502,679 37,650,967
----------- -----------
Commitments (Notes 6, 7, 9, 12 and 13)
Stockholders' equity:
Common stock, $0.01 par value, 25,000
shares authorized, 12,523 issued and outstanding....... 125 125
Additional paid-in capital................................ 536,323 536,323
Accumulated deficit....................................... (15,031) (43,923)
----------- -----------
Total stockholders' equity........................... 521,417 492,525
----------- -----------
Total liabilities and stockholders' equity........... $36,024,096 $38,143,492
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-37
<PAGE> 149
BOULDER CAPITAL GROUP, INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED MARCH 31,
DECEMBER 31, 1997 1997 1998
----------------- ---------------- ----------------
(UNAUDITED)
<S> <C> <C> <C>
Finance income from direct financing leases...... $3,618,212 $ 908,538 $ 888,782
Rental income from operating leases.............. 343,669 86,764 96,528
Sales of equipment............................... 1,522,246 127,856 626,447
Gain on sale of leases........................... 726,700 134,817 104,693
Other income..................................... 186,499 31,665 33,961
---------- ---------- ----------
Total revenues.............................. 6,397,326 1,289,640 1,750,411
---------- ---------- ----------
Depreciation on equipment under operating
leases........................................ 238,038 60,480 57,567
Cost of equipment sold........................... 1,337,800 107,002 562,724
Interest expense................................. 2,695,806 661,261 665,131
Selling, general and administrative.............. 1,652,298 365,759 505,926
---------- ---------- ----------
Total expenses.............................. 5,923,942 1,194,502 1,791,348
---------- ---------- ----------
Income before income taxes....................... 473,384 95,138 (40,937)
Provision for income taxes (Note 11)............. 598,000 451,998 (12,045)
---------- ---------- ----------
Net loss......................................... $ (124,616) $ (356,860) $ (28,892)
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-38
<PAGE> 150
BOULDER CAPITAL GROUP, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
ACCUMULATED
COMMON ADDITIONAL PAID EARNINGS
STOCK IN CAPITAL (DEFICIT) TOTAL
----- ---------- --------- -----
<S> <C> <C> <C> <C>
Balance, January 1, 1997........................ $125 $536,323 $ 109,585 $ 646,033
Net loss........................................ -- -- (124,616) (124,616)
---- -------- --------- ---------
Balance, December 31, 1997...................... 125 536,323 (15,031) 521,417
Net loss (unaudited)............................ -- -- (28,892) (28,892)
---- -------- --------- ---------
Balance, March 31, 1998 (unaudited)............. $125 $536,323 $ (43,923) $ 492,525
==== ======== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-39
<PAGE> 151
BOULDER CAPITAL GROUP, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
YEAR ENDED -------------------------
DECEMBER 31, 1997 1997 1998
----------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss.......................................... $ (124,616) $ (356,860) $ (28,892)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation on equipment under operating
leases....................................... 238,038 60,480 57,567
Other depreciation............................. 59,548 13,773 18,066
Amortization of initial direct costs........... 205,299 51,798 62,581
Gain on sale of leases......................... (726,700) (134,817) (104,693)
Gain on sales of equipment..................... (184,446) (20,854) (63,753)
Provision for lease losses..................... 90,676 22,413 17,204
Deferred income taxes.......................... 598,000 451,998 (16,295)
Changes in other assets and liabilities
Rents and accounts receivable................ (111,551) 88,276 (1,306,836)
Accounts payable and accrued expenses........ (925,244) 177,125 378,837
------------ ----------- -----------
Net cash used in operating activities............... (880,996) 353,332 (986,214)
------------ ----------- -----------
Cash flows from investing activities:
Investment in direct financing leases............. (20,255,528) (6,140,728) (5,778,435)
Collection of direct financing leases............. 8,639,453 2,206,285 2,803,558
Proceeds from sale of leases...................... 10,978,354 2,255,965 1,458,211
Proceeds from sales of equipment.................. 1,522,246 127,855 626,447
Purchases of property and equipment............... (80,832) -- 24,688
------------ ----------- -----------
Net cash provided by investing activities........... 803,693 (1,550,623) (865,531)
------------ ----------- -----------
Cash flows from financing activities:
Repayments of short term recourse debt............ (9,845,087) (1,844,762) 4,361,157
Repayment of subordinated notes................... (200,000) (169,357) (250,000)
Proceeds from nonrecourse notes payable........... 17,754,178 4,447,753 382,689
Repayments of nonrecourse notes payable........... (7,668,325) (1,467,530) (2,708,098)
------------ ----------- -----------
Net cash provided by financing activities........... 40,766 966,104 1,785,748
------------ ----------- -----------
Net decrease in cash and cash equivalents........... (36,537) (231,187) (65,997)
Cash and cash equivalents at beginning of year...... 236,860 236,860 200,323
------------ ----------- -----------
Cash and cash equivalents at end of year............ $ 200,323 $ 5,673 $ 134,326
============ =========== ===========
Supplemental disclosures of cash flow information:
Cash paid for:
Interest....................................... $ 2,712,255 $ 677,412 $ 693,755
Income taxes................................... $ -- $ -- $ 4,250
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-40
<PAGE> 152
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--NATURE OF OPERATIONS
Boulder Capital Group, Inc. (the "Company") was founded in 1986. Its
principal business activity is the lease financing of above ground equipment to
the retail petroleum industry.
The Company has developed vendor financing programs, with the leading
manufacturers of automated car washers and fuel dispensers. The Company is also
endorsed by a number of major petroleum companies to provide financing to their
branded retailers.
The Company operates from a single location in Boulder, CO. The Company's
customers range in size from major petroleum companies to single-site dealers.
Lessees are located in 42 states and financing is provided through a variety of
lease structures.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of direct financing leases and
receivables, recovery of residual values of leased equipment, recourse
liabilities, and depreciation and amortization.
Direct financing leases. The Company invests in leases classified as
direct financing leases. The Company's net investment in direct financing leases
includes the gross rentals receivable, estimates of residual values, deferred
initial direct costs accounted for in accordance with Statement of Financial
Accounting Standards No. 91 "Accounting for Nonrefundable Fees and Costs
Associated with Originating or Acquiring Loans and Initial Direct Costs of
Leases" and unearned finance income. Unearned finance income represents the
excess of the total receivable plus the initial direct costs and the estimated
residual value over the cost of equipment or contract acquired. Revenue from
direct financing leases is recognized over the lease term on the interest method
which results in a level rate of return on the net investment in the lease.
At the inception of the lease, management uses available evidence and
historical experience to estimate the residual value at the end of the lease
term. Estimated residual values not guaranteed by lessees are reviewed annually
and adjusted to reflect declines in current market value.
The Company has, from time-to-time, transferred selected direct financing
leases to lenders while continuing to service the leases on behalf of the
transferee. The Company has accounted for these transactions as sales under
Statement of Financial Accounting Standards No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities." The
difference between the transfer price and the net investment in direct financing
leases, excluding interests in residual values retained (if any), is recognized
as a gain or loss.
Operating leases. All lease transactions not qualifying as direct
financing are classified as operating leases. Revenue is recognized over the
minimum term of operating leases on a straight-line basis.
Equipment under operating leases is depreciated on a straight-line basis
over the estimated useful life of the equipment leased.
Equipment acquired to fulfill leasing commitments. Equipment acquired to
fulfill leasing commitments represents cost of equipment purchased pursuant to
firm leasing commitments which will be delivered to lessees in the next quarter.
Allowance for lease losses. The Company maintains an allowance for lease
losses in an amount sufficient to absorb inherent lease losses resulting from
lessee defaults and certain recourse liabilities. Management periodically
evaluates the adequacy of the allowance and records a provision necessary to
maintain the allowance
F-41
<PAGE> 153
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
at an adequate level and considers such factors as overall economic conditions
and the growth in the investment in direct financing leases and performance of
lessees.
Depreciation. Property and equipment is stated at cost and is depreciated
over the useful lives of the related assets on the straight-line method. Useful
lives range from three to five years.
Income taxes. Prior to January 1, 1997, the Company elected to be taxed as
a Subchapter S Corporation for federal income tax purposes. As a result, no
taxes were recorded prior to that date. Instead, the revenues and expenses of
the Company were included in the tax returns of the individual stockholders.
Effective, January 1, 1997, the Company discontinued its election to be treated
as an S Corporation, and elected to be taxed as a C Corporation.
Subsequent to December 31, 1996, the Company accounted for income taxes
under the liability method. Under this method deferred tax assets and
liabilities are determined based on the differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to
reverse. The initial adoption of the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"),
resulted in the recording of a deferred tax liability of $415,000 at January 1,
1997.
Unaudited interim financial information. The interim financial data as of
March 31, 1998 and for the three months ended March 31, 1997 and 1998 is
unaudited; however, in the opinion of the Company, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position and results of operations and of cash
flows for the interim periods. Such interim financial data is not necessarily
indicative of results for the entire fiscal year including such interim periods.
Cash and cash equivalents. For purposes of the Statement of Cash Flows,
the Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.
Fair value of financial instruments. The carrying value of the Company's
financial instruments, including cash, accounts receivable, and accounts payable
approximated fair value because of the short maturity of these instruments. The
carrying value of notes payable approximated fair value based upon comparability
of market rates for similar instruments.
NOTE 3--RELATED PARTY TRANSACTIONS
At December 31, 1997, the Company has a revolving credit agreement with the
majority stockholder of the Company that allows the Company to borrow up to
$200,000. No amounts were borrowed under this agreement at December 31, 1997;
however $200,000 was borrowed at December 31, 1996 and repaid on August 15,
1997. Interest is payable monthly at the prime-rate plus one percent (9.5% at
December 31, 1997), and aggregated $11,668 during 1997.
The Company is a related party with respect to a corporate lender discussed
in Notes 6 and 7, since the minority stockholder owns an equity interest in the
lender. The amount of subordinated debt owed to this corporate lender was
$500,000 at December 31, 1997. Interest expense of $41,607 was incurred related
to this subordinated debt for the year ended December 31, 1997. In addition, at
December 31, 1996 the Company had $300,000 outstanding in short term borrowings
with this lender. This amount was repaid in full on August 15, 1997. Interest
was payable monthly at prime rate plus 1/2 percent. Interest expense of $16,572
was incurred related to this note for the year ended December 31, 1997.
During the year ended December 31, 1997, the Company paid a guarantee fee
of $31,362 to the minority stockholder for being a limited guarantor of the line
of credit for the Company disclosed in Note 6.
F-42
<PAGE> 154
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 4--LEASING TRANSACTIONS
Direct financing leases. Direct financing leases consist principally of
retail automotive washing equipment and fuel dispensers with terms ranging to
five years. The components of the Company's net investment in direct financing
leases at December 31, 1997 were as follows:
<TABLE>
<S> <C>
Future minimum rentals receivable........................... $33,621,980
Estimated unguaranteed residual values...................... 4,497,440
Unearned finance income..................................... (6,409,322)
Initial direct costs........................................ 545,097
-----------
32,255,195
Allowance for lease losses.................................. (93,610)
-----------
$32,161,585
===========
</TABLE>
Future minimum rentals receivable represent earning assets held by the
Company which are generally due in monthly installments over original periods
ranging to 60 months. Future minimum rentals receivable under direct financing
leases were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $10,677,596
1999........................................................ 9,508,228
2000........................................................ 7,371,009
2001........................................................ 4,656,861
2002........................................................ 1,408,286
-----------
$33,621,980
===========
</TABLE>
The components of the Company's allowance for lease losses for the year
ended December 31, 1997 were as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-----------------
<S> <C>
Allowance for lease losses, beginning....................... $ 110,934
Provision for lease losses.................................. 90,676
Leases written off.......................................... (108,000)
---------
Allowance for lease losses, ending.......................... $ 93,610
=========
</TABLE>
Operating leases. The Company is the lessor of retail automotive washing
equipment under revenue sharing agreements with terms of principally five years.
Under the revenue sharing agreements, the Company receives a majority of revenue
generated by the equipment from which it pays for supplies and the services of
the manufacturer's distributor. The components of equipment placed under revenue
sharing agreements at December 31, 1997 were as follows:
<TABLE>
<S> <C>
Cost........................................................ $1,151,326
Accumulated depreciation.................................... (594,086)
----------
$ 557,240
==========
</TABLE>
Since all rentals are contingent upon revenue earned from the operation of
the equipment, there are no future minimum lease payments on the above owned
equipment.
Significant lease terms. The Company's lease agreements provide that the
lessee pays taxes, insurance and maintenance costs of the related equipment.
F-43
<PAGE> 155
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 4--LEASING TRANSACTIONS (CONTINUED)
Significant concentrations. The majority of the Company's net lease
receivables are collateralized by retail automotive automobile washing equipment
of which approximately 35% of the 1997 lease originations related to a single
manufacturer.
NOTE 5--PROPERTY AND EQUIPMENT
The components of property and equipment at December 31, 1997, were as follows:
<TABLE>
<S> <C>
Office equipment............................................ $ 311,120
Computer equipment.......................................... 66,275
---------
377,395
Accumulated depreciation.................................... (164,229)
---------
$ 213,166
=========
</TABLE>
NOTE 6--NOTES PAYABLE
Recourse debt at December 31, 1997 consisted of the following:
<TABLE>
<S> <C>
Line of credit.............................................. $2,167,519
Secured by equipment and lease payments..................... 552,816
----------
$2,720,335
==========
</TABLE>
Line of credit. The Company has a $15,000,000 line of credit with a
financial institution which is subject to annual renewal each June. The line of
credit is guaranteed by the Company's stockholders and is secured by the
Company's eligible leases. Interest on borrowings outstanding from time to time
varies at the lender's prime rate (8.25% at December 31, 1997) or LIBOR options
and is payable monthly. The maximum amount outstanding during the year ended
December 31, 1997 was $14,500,000.
Recourse debt secured by equipment and lease payments. On October 31,
1997, the Company borrowed $600,000 which is secured by equipment placed under
revenue sharing agreements. Principal and interest at 8% are payable monthly.
Nonrecourse debt. Nonrecourse debt at December 31, 1997 consisted of the
following:
<TABLE>
<S> <C>
Secured by equipment and lease payments..................... $28,264,315
===========
</TABLE>
The Company has certain borrowings outstanding from various financial
institutions on a nonrecourse basis. Under these borrowings, the Company assigns
all lease payments due under the applicable leases and grants a security
interest in the leased equipment to the lending institution. In the event of a
default by a lessee, the lender has a security interest in the lease payments
and underlying equipment, but except as disclosed below, has no further recourse
against the Company. Interest on these borrowings is fixed at the time of the
advance to the Company, with rates ranging from 5% to 9% at December 31, 1997.
The Company has provided limited guarantee provisions to certain lenders
providing up to 5% recourse which declines over the term of the debt. The
Company's total possible recourse exposure to credit risk under these loans was
approximately $568,000 at December 31, 1997.
Subordinated notes
The Company has issued various subordinated notes to third-party lenders,
which are in some cases secured by the Company's residual interest in certain
equipment on lease. The notes are subordinated in all respects to any
nonrecourse debt of the Company and to the interest of any lenders who may from
time to time provide
F-44
<PAGE> 156
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 6--NOTES PAYABLE (CONTINUED)
working capital, bridge and/or warehouse financing to the Company. The
subordinated notes consisted of the following at December 31, 1997:
<TABLE>
<S> <C>
Subordinated promissory note payable to a lender, who is a
related party to a minority stockholder of the Company,
interest payable on the last day of January, April, July
and October at 8% with principal and final interest
payment due July 31, 1998................................. $ 500,000
Subordinated promissory note payable, personally guaranteed
by the minority stockholder, with interest payable the
last day of each quarter at 9.83% with principal payments
due as follows:........................................... 1,750,000
$250,000 due January 31, 1998
$350,000 due January 31, 1999
$550,000 due January 31, 2000
$600,000 due January 31, 2001
----------
$2,250,000
==========
</TABLE>
NOTE 7--OPTION FEES
A related corporation has the option to participate in the residual values
of certain equipment by paying $750,000 on or before certain dates that coincide
with the expiration of the lease terms of the equipment, which range through
1999. The related corporation will then receive 100% of all re-lease or sale
proceeds up to $1,125,000 after payment of direct costs associated with such
transactions, if any. The related corporation and the Company then share equally
any proceeds in excess of this amount. Fees of $250,000 previously received by
the Company have been recorded in accrued expenses.
The residual values recorded by the Company in connection with such
equipment do not exceed the $750,000 stated above.
NOTE 8--RETIREMENT PLAN
The Company has established a 401(k) Retirement Plan whereby an employee
upon reaching minimum age and service requirements, may contribute up to 10% of
compensation to the Plan. Employee contributions totaled $61,373 for the year
ended December 31, 1997. Additionally, the Company will provide matching
contributions for 25% of the employee's contribution which does not exceed 8%
and may make other discretionary contributions. The Company's contributions were
$23,393 during the year ended December 31, 1997.
NOTE 9--COMMITMENTS
The Company leases office space under a noncancelable operating lease,
which contains renewal and expansion options, and provides for annual escalation
for cost of living increases, taxes, and maintenance. Rent expense incurred by
the Company was $101,033 for the year ended December 31, 1997.
Future minimum rental payments under the lease agreement were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $ 98,981
1999........................................................ 57,738
--------
$156,719
========
</TABLE>
The Company has entered into a letter of intent with an unrelated third
party pursuant to which the Company and such party will form a new company to
serve as the manager and/or general partner of a new real estate finance
company. The Company and such party intend to provide fixed rate mortgages and
sale/leaseback financing to petroleum retail and convenience store operators
nationwide.
F-45
<PAGE> 157
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 10--STOCK OPTIONS
The Company had an option outstanding to a minority stockholder to purchase
1,250 shares of common stock of the Company at $260 per share, which expires on
October 7, 1999. The majority stockholder of the Company, at his sole option,
could elect to have the Company redeem from him up to an equivalent number of
shares of common stock of the Company at the same price to be simultaneously
issued to the option holder upon exercise in lieu of the Company's issuance of
new shares.
On February 5, 1998, the minority stockholder exercised the option and
purchased 1,250 shares of common stock of the Company for $260 per share. These
shares were redeemed from the majority stockholder for the same price in lieu of
the Company issuing new shares.
NOTE 11--INCOME TAXES
The Company's provision for income tax expense was composed of the
following for the year ended December 31, 1997:
<TABLE>
<S> <C>
Current:
Federal................................................... $ --
State..................................................... --
-----------
Total current.......................................... --
-----------
Deferred:
Federal................................................... 523,000
State..................................................... 62,000
Adoption of SFAS 109 due to discontinuance of S
Corporation election................................... 415,000
-----------
1,000,000
Benefit of net operating loss carryforward................ (402,000)
-----------
Total deferred......................................... $ 598,000
===========
</TABLE>
The effective income tax rate for the year ended December 31, 1997 varied
from the federal statutory rate as follows:
<TABLE>
<S> <C>
Tax provision computed at statutory 34% rate................ $ 162,000
State taxes, net of federal benefit......................... 19,000
Other....................................................... 2,000
Adoption of SFAS 109 due to discontinuance of S Corporation
election.................................................. 415,000
-----------
$ 598,000
===========
</TABLE>
The components of the net deferred tax liability at December 31, 1997 were
as follows:
<TABLE>
<S> <C>
Deferred tax liabilities:
Lease revenue and related depreciation.................... $(1,022,000)
Other..................................................... (13,000)
-----------
(1,035,000)
-----------
Deferred tax assets:
Net operating loss carryforward........................... 402,000
Allowance for lease losses................................ 35,000
-----------
437,000
-----------
$ (598,000)
===========
</TABLE>
F-46
<PAGE> 158
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 11--INCOME TAXES (CONTINUED)
The net operating loss carryforward will expire in 2012 if not utilized
sooner. Subsequent to the contemplated merger discussed in Note 13, the
utilization of the Company's net operating loss carryforward may be limited.
NOTE 12--TRANSFER OF LEASES
The Company from time to time, transfers to unrelated third parties direct
financing leases, while continuing to service such leases on behalf of the
transferee, in transactions accounted for as sales under Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities." In connection with certain
transfers, the Company has provided recourse to the transferee for lease losses
up to an amount not exceeding 5% of the transfer price which declines over the
terms of the leases transferred and which approximated $560,000 at December 31,
1997. In the event of a default by a lessee, the Company has the option, but not
the obligation, to repurchase the remaining unrecovered net investment in the
defaulted leases in order to maximize the disposition of such property and to
minimize the Company's loss exposure. Management considers this recourse
liability in their periodic determination of the adequacy of the allowance for
lease losses.
During the year ended December 31, 1997 the Company transferred $10,479,000
of carrying value of net investment in direct financing leases and recorded a
gain of $726,700.
NOTE 13--SUBSEQUENT EVENT (UNAUDITED)
The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.
F-47
<PAGE> 159
INDEPENDENT AUDITORS' REPORT
To Board of Directors
Boulder Capital Group, Inc.
We have audited the accompanying statements of operations and retained
earnings and cash flows of Boulder Capital Group, Inc. for the year ended
December 31, 1996. 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and the cash flows of
Boulder Capital Group, Inc. for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.
KPMG Peat Marwick LLP
Boulder, Colorado
March 28, 1997
F-48
<PAGE> 160
BOULDER CAPITAL GROUP, INC.
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
<S> <C>
Finance income from direct financing leases............... $2,663,174
Rental income from operating leases....................... 404,115
Sales of equipment........................................ 1,029,046
Gain on sale of leases.................................... 100,297
Interest and other income................................. 31,727
----------
Total revenues 4,228,359
----------
Depreciation on equipment under operating leases.......... 361,246
Cost of equipment sold.................................... 882,679
Interest expense.......................................... 1,965,982
Selling, general and administrative....................... 1,346,024
----------
Total expenses....................................... 4,555,931
----------
Net loss............................................. (327,572)
Retained earnings, beginning of year...................... 437,157
----------
Retained earnings, end of year............................ $ 109,585
==========
</TABLE>
See accompanying notes to financial statements.
F-49
<PAGE> 161
BOULDER CAPITAL GROUP, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
<S> <C>
Cash flows from operating activities:
Net loss.................................................. $ (327,572)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation on equipment under operating leases....... 361,246
Other depreciation..................................... 44,716
Provision for lease losses............................. 90,331
Amortization of initial direct costs................... 136,168
Gain on sale of leases................................. (100,297)
Gain on sale of equipment.............................. (146,367)
Increase in accounts receivable........................ (301,170)
Increase in accounts payable and other liabilities..... 1,673,034
------------
Net cash provided by operating activities................... 1,430,089
------------
Cash flows from investing activities:
Payments received on direct financing leases.............. 5,989,329
Investment in direct financing leases..................... (23,647,744)
Cost of leased equipment acquired......................... (396,909)
Purchases of property and equipment....................... (121,017)
Proceeds from sale of leases.............................. 1,702,623
Proceeds from sales of leased equipment................... 845,851
------------
Net cash used in investing activities.................. (15,627,867)
------------
Cash flows from financing activities:
Net proceeds from short-term borrowings................... 8,286,662
Payments on long-term subordinated debt................... (100,000)
Proceeds from non-recourse debt........................... 10,521,575
Payments on non-recourse debt............................. (4,503,845)
------------
Net cash provided by financing activities................... 14,204,392
------------
Net increase in cash and cash equivalents................... 6,614
Cash and cash equivalents at the beginning of the year...... 230,246
------------
Cash and cash equivalents at the end of year................ $ 236,860
============
Supplemental disclosure of cash flow information:
Cash paid for interest.................................... $ 1,898,654
============
</TABLE>
See accompanying notes to financial statements.
F-50
<PAGE> 162
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations. Boulder Capital Group, Inc. ("Boulder Capital" or
the "Company") was founded in 1986. Boulder Capital is primarily engaged in the
lease financing of above ground equipment to the petroleum retail industry.
Boulder Capital has customers ranging in size from major petroleum
companies to multi-unit jobbers to single-site dealers. Customers are served in
41 states, and financing is provided through a variety of lease structures.
Use of Estimates. The preparation of the 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 revenue and expenses during
the reporting period. Significant estimates include the estimate of residual
values and the determination of the allowance for lease losses. Actual results
could differ from those estimates.
Cash Equivalents. The Company considers all short-term investments with a
maturity of three months or less to be cash equivalents.
Income Taxes. At inception, the Company elected to be treated as an S
corporation for tax purposes. Under this structure, the elements of income and
expense of the Company are passed to the shareholder and taxed at the
shareholders' individual tax rate. Accordingly, no income tax expense is
reflected in the accompanying financial statements. As of January 1, 1997, the
Company has elected to be treated as a C corporation.
New Accounting Pronouncement. In March of 1995, the Financial Accounting
Standards Board (the "FASB") issued Statement of Financial Accounting Standards
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of (Statement No. 121) effective for fiscal years
beginning after December 15, 1995. Statement No. 121 requires impairment losses
to be recorded on long-lived assets used in operations, including leased
equipment, when indicators of impairment are present and either the undiscounted
future cash flows estimated to be generated by those assets or the fair market
value are less than the assets carrying amount. Statement No. 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. The
Company adopted Statement No. 121 effective January 1, 1996. The adoption of
Statement No. 121 did not have a material impact on the accompanying financial
statements.
Equipment Leasing. Statement of Financial Accounting Standards No. 13
requires that a lessor account for each lease by either the direct financing,
sales-type or operating lease method. Direct financing and sales-type leases are
defined as those leases which transfer substantially all of the benefits and
risks of ownership of the equipment to the lessee. The Company utilizes the
direct financing method and operating method for substantially all of the
Company's equipment under lease. For most types of leases, the determination of
profit considers the estimated value of the equipment at lease termination,
referred to as the residual value. After the inception of a lease, the Company
may engage in the financing of lease receivables on a non-recourse basis and/or
equipment sale transactions to reduce or recover its investment in the
equipment. Certain of the outstanding non-recourse debt contain a 5% first loss
provision. The Company's exposure declines with the net investment in such
leases.
LEASE INCEPTION
Direct Financing Leases. Leasing revenue, which is recognized over the
term of the lease, consists of the excess of lease payments plus the estimated
residual value over the equipment's cost. Earned income is recognized to provide
a constant yield over the lease term and is recorded in leasing revenue in the
accompanying statement of operations and retained earnings. Residual values are
recorded at lease inception equal to the estimated value of the leased equipment
at lease termination, as determined by the Company. In estimating such values,
the Company considers independent appraisals and unique circumstances regarding
the equipment. The Company evaluates residual estimates on an ongoing basis for
any impairment in value.
F-51
<PAGE> 163
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
YEAR ENDED DECEMBER 31, 1996
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Operating Leases. Leasing revenue consists principally of rental payments.
The cost of equipment is recorded as leased equipment and is depreciated
primarily on the straight-line basis over the estimated life of the equipment
leased.
Significant Lease Terms. The Company's lease agreements provide that the
lessee pays taxes, insurance and maintenance costs. Lease agreements generally
provide for penalty provisions in the event of early termination.
Significant Concentrations. The majority of the Company's net lease
receivables are collateralized by retail automotive automobile washing equipment
of which approximately 35% of the 1996 lease originations related to a single
manufacturer.
TRANSACTIONS SUBSEQUENT TO LEASE INCEPTION
Private Equipment Sales. The Company may from time to time sell its title
to leased equipment to third-party investors. In some cases, the equipment is
subject to existing non-recourse debt. In such transactions, the investors may
obtain rights to residual interests, equipment rentals and tax benefits. Upon
sale, the Company records equipment sales revenue equal to the sales price of
the equipment. Cost of equipment sales equals the carrying value of the related
asset reduced by any residual interest retained by the Company. The estimated
residual interest retained by the Company, if any, is recorded as an asset at
present value using an interest rate approximating the Company's then
incremental borrowing rate. Fees for administering and remarketing the equipment
associated with such transactions are reflected in operations as earned. The
residual interest in such transactions is determined in the same manner as
direct financing leases. Income is recorded on residual interests retained by
the Company after cash collections on such residuals exceed the recorded asset
amount.
Sale of Leases. During 1996, the Company transferred selected direct
financing leases to a third party lender. The difference between the sales price
of $1,702,623 and the net investment in the direct financing leases of
$1,602,326 is recognized as a gain in the accompanying financial statements. In
connection with the transfers, the Company provided recourse to the transferee
for lease losses up to an amount not exceeding 5% of the sales price of the
direct financing leases transferred. The Company did not retain an interest in
the corresponding residual values.
Allowance for Losses. The Company recognizes a credit loss reserve equal
to one-half of one percent of equipment cost for all equipment leased to
petroleum distributors and dealers. To further minimize credit risk as well as
interest rate risk, the Company typically finances lease obligations on a
non-recourse, fixed-rate basis with various lenders. The non-recourse loans
transfer substantially all credit risk to third parties.
Activity in the Company's allowance for losses during the year ended
December 31, 1996 is summarized as follows:
<TABLE>
<CAPTION>
1996
--------
<S> <C>
Allowance for lease losses, beginning....................... $ 63,004
Provision for lease losses.................................. 90,331
Leases written off.......................................... (42,401)
--------
Allowance for lease losses, ending.......................... $110,934
========
</TABLE>
NOTE 2--REVENUE SHARING AGREEMENTS AND DEPRECIATION ON LEASED EQUIPMENT
At December 31, 1996, the Company owned $1,209,626 of car wash equipment
placed under five-year revenue sharing agreements primarily with major oil
company customers. Under the revenue sharing agreements, the Company receives a
majority of the revenues generated by the car washes from which it pays for
supplies and the services of the manufacturer's distributor. Depreciation on
leased equipment totaled $361,246 for the year ended December 31, 1996.
F-52
<PAGE> 164
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
YEAR ENDED DECEMBER 31, 1996
NOTE 3--OPTION FEE
A related corporation has the option to participate in the residual values
of certain equipment by paying $750,000 on or before certain dates that coincide
with the expiration of the lease terms of the equipment, which occur between
1997 and 1999. The corporation will then receive 100% of all re-lease or sale
proceeds up to $1,125,000 after payment of direct costs associated with such
transaction, if any. The related corporation and the Company then share equally
any proceeds in excess of this amount. Fees of $250,000 received by the Company
in 1992 have been recorded in accrued expenses.
The residual values recorded by the Company in connection with such
equipment do not exceed the $750,000 stated above.
NOTE 4--RETIREMENT PLAN
During 1992, the Company established a 401(k) Retirement Plan whereby an
employee upon reaching minimum age and service requirements, may contribute up
to 10% of compensation to the Plan. Employee contributions totaled $49,999
during the year ended December 31, 1996. Additionally, the Company will provide
matching contributions for 25% of the employee's contribution which does not
exceed 8% and may make other voluntary contributions. The Company's
contributions were $15,869 during the year ended December 31, 1996.
NOTE 5--RELATED PARTY TRANSACTIONS
The Company has a revolving credit agreement with the majority shareholder
of the Company that allows the Company to borrow up to $200,000. At December 31,
1996, $200,000 was outstanding under this agreement. Interest is payable monthly
at the prime-rate plus one percent (9.25% at December 31, 1996) and is due,
together with any unpaid principal, on May 31, 1997.
The Company is a related party with respect to a corporate lender, since
the minority shareholder owns an equity interest in the lender. The amount of
subordinated debt owed to this corporate lender is $547,297 at December 31,
1996. Interest expense of $44,243 was incurred related to this subordinated debt
for the year ended December 31, 1996. The amount of short-term borrowings owed
to this corporate lender is $300,000 at December 31, 1996. Interest is payable
monthly at the prime rate plus 1/2 percent (8.75% at December 31, 1996) and is
due, together with unpaid principal, on May 31, 1997. Interest expense of
approximately $3,000 was incurred related to this short-term borrowing for the
year ended December 31, 1996.
NOTE 6--OFFICE LEASE EXPENSE
During 1994, the Company entered into a five-year, noncancelable operating
lease for newly constructed office space which, in the opinion of the
management, will adequately provide for present and future needs, as currently
planned. The lease contains renewal and expansion options, some of which were
exercised during 1996, and provides for annual escalation for cost of living
increases, taxes, and maintenance and the Company's responsibility for its own
utilities. Rent expense incurred by the Company was $89,148 for the year ended
December 31, 1996.
The minimum future rentals under said lease is as follows:
<TABLE>
<S> <C>
Years Ending December 31:
1997........................................................ $ 98,981
1998........................................................ 98,981
1999........................................................ 57,738
--------
$255,700
========
</TABLE>
F-53
<PAGE> 165
BOULDER CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
YEAR ENDED DECEMBER 31, 1996
NOTE 7--STOCK OPTION
The Company has granted an option to a minority shareholder to purchase an
additional 1,250 shares of common stock of the Company at $260 per share. The
option expires on October 7, 1999 and has not been exercised. The majority
shareholder of the Company, at his sole option, may elect to have the Company
redeem from him an equivalent number of shares at the same price to be
simultaneously resold to the option shareholder in lieu of the issuance of new
shares.
NOTE 8-- EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITORS'
REPORT
On February 5, 1998, the minority shareholder exercised the option
described in Note 7 and purchased 1,250 shares of common stock of the Company
for $260 per share. These shares were redeemed from the majority shareholder for
the same price in lieu of the Company issuing new shares.
The Company and its shareholders have entered into a letter of intent with
UniCapital Corporation (UniCapital) pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.
The Company entered into a letter of intent with an unrelated third party
pursuant to which the Company and such party will form a new company to serve as
the manager and/or general partner of a new real estate finance company. The
Company and such party intend to provide fixed rate mortgages and sale/leaseback
financing to petroleum retail and convenience store operators nationwide.
F-54
<PAGE> 166
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Stockholders
Cauff, Lippman Aviation, Inc. and Certain Affiliates
We have audited the accompanying combined balance sheets of Cauff, Lippman
Aviation, Inc. and Certain Affiliates (includes only certain entities under
common ownership) (collectively, the Company) as of December 31, 1996 and 1997,
and the related combined statements of income, changes in equity (deficit) and
cash flows for each of the three years in the period ended December 31, 1997.
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 combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Cauff,
Lippman Aviation, Inc. and Certain Affiliates at December 31, 1996 and 1997, and
the combined 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.
Ernst and Young LLP
Miami, Florida
January 14, 1998,
except for Note 14, as to which the date is
February 7, 1998
F-55
<PAGE> 167
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- MARCH 31,
1996 1997 1998
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents........................... $ 638,528 $ 8,354,347 $ 311,606
Accounts receivable................................. 9,053,451 10,368,862 7,758,939
Equipment under operating leases, net............... 25,119,357 23,339,737 38,673,999
Receivable from stockholders and affiliates, net.... -- -- 4,742,167
Investments......................................... 238,967 -- --
Deposits on equipment held for lease................ 312,168 500,000 500,000
Other assets........................................ 4,213,276 4,865,378 5,274,741
----------- ----------- -----------
Total assets.......................................... $39,575,747 $47,428,324 $57,261,452
=========== =========== ===========
LIABILITIES AND COMBINED EQUITY (DEFICIT)
Liabilities:
Non-recourse debt................................... $31,718,416 $26,748,739 $41,521,211
Payable to stockholders and affiliates, net......... 2,249,858 8,188,080 --
Accounts payable and accrued expenses............... 404,801 448,161 276,804
Security and other deposits......................... 4,995,617 6,338,196 6,437,188
----------- ----------- -----------
Total liabilities..................................... 39,368,692 41,723,176 48,235,203
----------- ----------- -----------
Minority interest..................................... 368,880 697,968 798,844
Combined equity (deficit):
Common stock........................................ 1,300 1,300 1,500
Additional paid-in capital.......................... 1,817,405 1,817,405 1,817,405
Retained earnings (deficit)......................... (1,980,530) 3,188,475 6,408,500
----------- ----------- -----------
Total combined equity (deficit)....................... (161,825) 5,007,180 8,227,405
----------- ----------- -----------
Total liabilities and combined equity (deficit)....... $39,575,747 $47,428,324 $57,261,452
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
F-56
<PAGE> 168
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------------------- ------------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Rental income from
operating leases....... $20,997,203 $18,516,574 $17,596,063 $4,452,466 $4,244,795
Sales of equipment....... -- 40,500 5,725,000 -- --
Fees, commissions and
remarketing income..... 4,979,215 5,390,367 8,156,334 314,970 3,695,724
Interest and other
income................. 820,609 748,983 707,477 151,663 148,339
----------- ----------- ----------- ---------- ----------
Total revenues.... 26,797,027 24,696,424 32,184,874 4,919,099 8,088,858
----------- ----------- ----------- ---------- ----------
Cost of equipment under
operating leases....... 12,429,989 12,414,929 12,659,751 3,161,530 3,165,526
Cost of equipment sold... -- 31,999 4,325,020 -- --
Interest expense......... 3,279,432 2,997,717 2,768,602 664,846 625,383
Selling, general and
administrative
expenses............... 2,689,616 3,959,288 4,870,839 953,499 721,979
----------- ----------- ----------- ---------- ----------
Total expenses.... 18,399,037 19,403,933 24,624,212 4,779,875 4,512,888
----------- ----------- ----------- ---------- ----------
Income from operations... 8,397,990 5,292,491 7,560,662 139,224 3,575,970
Equity in income of
minority owned
affiliates............. -- 238,967 219,438 46,918 --
Minority interest........ (777,611) (692,328) (646,128) (69,418) (217,882)
----------- ----------- ----------- ---------- ----------
Net income before
extraordinary gain..... 7,620,379 4,839,130 7,133,972 116,724 3,358,088
Extraordinary gain on
extinguishment of
debt................... -- 598,414 -- -- --
----------- ----------- ----------- ---------- ----------
Net income............... $ 7,620,379 $ 5,437,544 $ 7,133,972 $ 116,724 $3,358,088
=========== =========== =========== ========== ==========
Unaudited pro forma
information (Note 3):
Pro forma net income
before income taxes.... $ 7,620,379 $ 5,437,544 $ 7,133,972 $ 116,724 $3,358,088
Provision for income
taxes.................. 3,161,741 2,307,976 2,921,939 43,923 1,272,099
----------- ----------- ----------- ---------- ----------
Pro forma net income..... $ 4,458,638 $ 3,129,568 $ 4,212,033 $ 72,801 $2,085,989
=========== =========== =========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-57
<PAGE> 169
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
COMBINED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
<TABLE>
<CAPTION>
TOTAL
ADDITIONAL RETAINED COMBINED
COMMON PAID-IN EARNINGS EQUITY
STOCK CAPITAL (DEFICIT) (DEFICIT)
------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at January 1, 1995............... $1,100 $ 913,359 $(10,252,357) $(9,337,898)
Net income............................. -- -- 7,620,379 7,620,379
Contributions.......................... 200 1,021,086 -- 1,021,286
Distributions and dividends............ -- -- (3,422,799) (3,422,799)
------ ---------- ------------ -----------
Balance at December 31, 1995............. 1,300 1,934,445 (6,054,777) (4,119,032)
Net income............................. -- -- 5,437,544 5,437,544
Distributions and dividends............ -- (117,040) (1,363,297) (1,480,337)
------ ---------- ------------ -----------
Balance at December 31, 1996............. 1,300 1,817,405 (1,980,530) (161,825)
Net income............................. -- -- 7,133,972 7,133,972
Contributions.......................... -- 6,109,426 -- 6,109,426
Distributions and dividends............ -- (6,109,426) (1,964,967) (8,074,393)
------ ---------- ------------ -----------
Balance at December 31, 1997............. 1,300 1,817,405 3,188,475 5,007,180
Net income (unaudited)................. -- -- 3,358,088 3,358,088
Contributions (unaudited).............. 200 -- -- 200
Distributions and dividends
(unaudited)......................... -- -- (138,063) (138,063)
------ ---------- ------------ -----------
Balance at March 31, 1998
(unaudited)......................... $1,500 $1,817,405 $ 6,408,500 $ 8,227,405
====== ========== ============ ===========
</TABLE>
See accompanying notes to financial statements.
F-58
<PAGE> 170
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------------------- ---------------------------
1995 1996 1997 1997 1998
----------- ----------- ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income......................... $ 7,620,379 $ 5,437,544 $ 7,133,972 $ 116,724 $ 3,358,088
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation on equipment under
operating leases............... 1,856,441 2,034,929 2,279,751 566,529 570,526
Minority interest................ 777,611 692,328 646,128 69,418 217,882
Extraordinary gain on
extinguishment of debt......... -- (598,414) -- -- --
Equity in income of uncombined
affiliates
(net of Dividends Received).... -- (238,967) 238,967 (46,378) --
Changes in operating assets and
liabilities:
Accounts receivable.............. (545,371) (3,044,417) (1,315,411 150,765 2,609,923
Equipment under operating
leases......................... -- (7,418,352) (489,500) (489,500) (15,902,679)
Deposits on equipment held for
lease and other assets......... (1,170,856) (716,935) (850,565) (48,289) (411,473)
Accounts payable and accrued
expenses....................... (135,542) 51,956 43,360 19,837 (171,358)
Security and other deposits...... 1,261,324 670,120 1,342,579 350,011 98,993
----------- ----------- ------------ ------------ ------------
Net cash provided by (used in)
operating activities........... 9,663,986 (3,130,208) 9,029,281 689,117 (9,630,098)
----------- ----------- ------------ ------------ ------------
Cash flows from financing activities:
Proceeds from nonrecourse
obligations...................... -- 13,208,071 7,817,874 7,817,874 16,145,673
Payments on nonrecourse
obligations...................... (6,546,892) (9,838,270) (12,787,552) (8,362,368) (1,373,201)
Advances from (to) stockholders.... (105,376) (276,490) 5,879,479 32,498 (12,077,072)
Advances from (to) affiliates...... -- 2,286,141 58,744 2,908 (2,397)
Capital contributions.............. 1,021,286 -- 6,109,426 -- 200
Distributions to minority
shareholders (net)............... (921,751) (339,695) (317,040) (595,795) (967,783)
Distributions and dividends........ (3,422,799) (1,363,297) (8,074,393) -- (138,063)
----------- ----------- ------------ ------------ ------------
Net cash provided by (used in)
financing activities........ (9,975,532) 3,676,460 (1,313,462) (1,104,883) 1,587,357
----------- ----------- ------------ ------------ ------------
Net increase (decrease) in
cash........................ (311,546) 546,252 7,715,819 (415,766) (8,042,741)
Cash and cash equivalents at
beginning of year.................. 403,822 92,276 638,528 638,528 8,354,347
----------- ----------- ------------ ------------ ------------
Cash and cash equivalents at end of
year............................... $ 92,276 $ 638,528 $ 8,354,347 $ 222,762 $ 311,606
=========== =========== ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
F-59
<PAGE> 171
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE--1 BUSINESS
Cauff, Lippman Aviation, Inc. and Certain Affiliates (collectively, the Company
or the Combined Affiliates) is primarily engaged in the acquisition and leasing
of used commercial jet aircraft and aircraft equipment and the leasing and sale
of such aircraft and aircraft equipment to domestic and foreign airlines and
other aircraft investors and lessors.
On November 7, 1997, the Company signed a letter of intent to enter into a
definitive agreement to merge with UniCapital Corporation. The accompanying
combined financial statements include the following entities that will merge:
<TABLE>
<CAPTION>
PERCENTAGE
ENTITY OWNERSHIP
- ------ ----------
<S> <C>
Cauff Lippman Aviation, Inc................................. 100%
CL Aircraft VIII, Inc....................................... 100%
CL Aircraft XXXIV, Inc...................................... 100%
Aircraft 46941, Inc......................................... 100%
SWR Aircraft Group, Inc..................................... 80%
SWR 767, Inc................................................ 78%
SWR Brazil 767, Inc......................................... 80%
CLC Engine Leasing, Inc..................................... 78%
CLA Canada, Inc............................................. 100%
Aircraft 49632, Inc......................................... 78%
Jetz, Inc................................................... 78%
CLC 747, Inc................................................ 26%
</TABLE>
Various other entities affiliated with the Company are not contemplated in the
merger and have not been included in the accompanying financial statements.
NOTE--2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of combination
The accompanying combined financial statements include the accounts of the
entities outlined above affiliated by common ownership and control. CLC 747,
Inc., the 26% owned entity is accounted for under the equity method (see Note
7). All significant intercompany balances and transactions have been eliminated
in combination.
Rental income from operating leases
The Company, as lessor, leases aircraft and aircraft equipment principally under
operating leases. Accordingly, income is reported over the life of the lease as
rentals become receivable under the provisions of the lease or, in the case of
leases with varying payments, under the straight-line method over the
noncancelable term of the lease. In certain cases, leases provide for additional
amounts based on usage.
Sales of equipment and commissions
Sales of equipment are recorded when title passes from the seller to the buyer.
Commissions are earned on the sale of aircraft between third party buyers and
sellers without the Company taking title.
Equipment under operating leases
Equipment under operating leases is stated at cost. Major additions and
modifications are capitalized. Normal maintenance and repairs; airframe and
engine overhauls; and compliance with return conditions of aircraft and aircraft
equipment on lease are provided by and paid for by the lessee.
Generally, aircraft and aircraft equipment are depreciated using the
straight-line method over a 30 year life from the date of manufacture to a 15%
residual value. Aircraft and aircraft equipment that are under lease as of the
date of acquisition, are depreciated over the longer of the remainder of their
30 year life or the remaining lease term.
F-60
<PAGE> 172
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE--2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Deferred loan costs
Deferred loan costs incurred in connection with debt financing are being
amortized over the life of the debt using the straight-line method, which
approximates the interest method.
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Unaudited interim financial information
The interim financial data as of March 31, 1998 and for the three months ended
March 31, 1997 and 1998 is unaudited; however, in the opinion of the Company,
the interim data includes all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the financial position and
results of operations and of cash flows for the interim periods. Such interim
financial data is not necessarily indicative of results for the entire fiscal
year including such interim periods.
Cash equivalents
The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.
Concentration of credit risk
The Company leases and sells aircraft and aircraft equipment to domestic and
foreign airlines and other aircraft investors and lessors located throughout the
world. The Company generally obtains deposits on leases and generally does not
require collateral. The Company has no single customer which accounts for 10% or
more of revenues and continually monitors its exposure for credit losses.
Accounting for the impairment of long lived assets
In 1996, the Company adopted the provisions of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets" ("FAS 121"). FAS
121 requires impairment losses to be recorded on long-lived assets when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. The
Company believes no impairment indicators exist at December 31, 1997.
NOTE--3 PRO FORMA INCOME TAX INFORMATION (UNAUDITED)
The Combined affiliates are organized as S-Corporations under the provisions of
the Internal Revenue Code, which provides that the Corporations' taxable income
is taxable to the stockholders, rather than at the corporate level.
The unaudited pro forma income tax information included in the Combined
Statements of Income is presented in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," as if the Company
had been subject to federal and state income taxes for all periods presented.
There are differences between the financial statements carrying amounts and the
tax bases of existing assets and liabilities of the entities affiliated under
common control. At December 31, 1997, the Company's net assets for financial
reporting purposes exceed the tax basis by approximately $13.0 million. In
connection with the proposed merger with UniCapital Corporation discussed in
Note 14, the Company's S Corporation election will terminate and the tax effect
of the net differences, exclusive of previous S Corporation net operating loss
carryforward, between the book and tax bases of net assets at that date
(approximately $4.9 million at December 31, 1997) will be recorded in the
financial statements.
F-61
<PAGE> 173
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE--4 OTHER ASSETS
As of December 31, 1996 and 1997, other assets consist primarily of maintenance
reserves. Maintenance reserves are charged to lessees based upon usage of the
leased aircraft. Such amounts are reimbursed to the lessee as required
maintenance is performed. As of December 31, 1996 and 1997, maintenance reserves
were approximately $3.9 and $4.7 million, respectively.
NOTE--5 NONRECOURSE DEBT
Nonrecourse obligations are secured by the underlying leases and leased aircraft
and aircraft equipment having a carrying value of $23,339,737 at December 31,
1997. Of this amount, $1,469,000 has been guaranteed by the Company. For all
other nonrecourse obligations, in the event of lessee default, the lenders have
recourse only to the pledged aircraft and aircraft equipment. As of December 31,
1996 and 1997, nonrecourse obligations bear interest at varying rates ranging
from 7.84% to 11.18%, inclusive, with maturities ranging from 1998 through 2004.
As of December 31, 1997, maturities of nonrecourse obligations for each of the
five years and thereafter, are approximately as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998............................................................... $ 5,733,000
1999............................................................... 16,671,000
2000............................................................... 736,000
2001............................................................... 1,559,000
2002............................................................... 825,000
Thereafter......................................................... 1,225,000
-----------
$26,749,000
===========
</TABLE>
Under certain of the above agreements, certain lenders and other outside parties
are participants in the residual values of certain aircraft.
Cash paid during the year for interest was $3,294,644, $2,850,952 and $2,638,886
in 1995, 1996 and 1997, respectively.
NOTE--6 RENTAL INCOME FROM OPERATING LEASES
Minimum future rentals on noncancelable operating leases of aircraft and
aircraft equipment as of December 31, 1997 are approximately as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998............................................................... $13,224,000
1999............................................................... 3,733,000
2000............................................................... 1,191,000
2001............................................................... 931,000
2002............................................................... 537,000
Thereafter......................................................... 403,000
-----------
$20,019,000
===========
</TABLE>
F-62
<PAGE> 174
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE--7 RELATED PARTY TRANSACTIONS
The accompanying combined financial statements reflect an applicable percentage
of income from CLC 747, Inc., an entity which the shareholders of the Company
own a 26% equity interest. As of December 31, 1997, CLC 747 had no operating
assets and no contracts for future operating revenues.
On October 1, 1997, Jumbo Jet Leasing LP, ("JJL"), an entity 100% owned by the
shareholders of the Company, entered into a transaction in which the net assets
and certain contractual rights held by CLC 747, Inc. were transferred to JJL in
exchange for approximately $25 million. Subsequent to the transaction CLC 747,
Inc. distributed the resulting proceeds to its shareholders. Accordingly, the
Company's proportionate share of these proceeds (approximately $6.2 million) has
been reflected as a capital contribution and distribution in the accompanying
combined financial statements.
At December 31, 1996 and 1997, payables to stockholders and affiliates, net
include $0.9 million and $6.8 million, respectively, of the net outstanding
balance of advances from the Company's stockholders. Such advances are unsecured
and bear interest at 9% with no fixed or determinable due dates.
Due to affiliates represent the net payable to entities affiliated with the
Company which have not been combined in the accompanying financial statements.
In January 1998, the Company repaid approximately $6.4 million of advances from
stockholders and $635,000 of advances from minority shareholders.
In 1995 and 1996 the Company allocated expenses of approximately $800,000 and
$1,544,000, respectively, related to services performed on behalf of affiliated
entities which have not been combined in the accompanying financial statements.
NOTE--8 COMMITMENTS AND CONTINGENCIES
During 1993, the Company had entered into two noncancelable operating leases of
aircraft for a term of five years with aggregated annual payments of
$10,380,000. In connection with these leases, the Company entered into sublease
agreements also for a term of five years with aggregated annual payments of
approximately $11,280,000. These leases mature in September, 1998.
The Company leases its office space pursuant to a lease with average annual
payments of approximately $85,000. The lease expires in 1999. The Company has
subleased approximately half of its leased premises for approximately $43,000
per year through March, 1998.
The Company is engaged in litigation arising in the normal course of business.
Management believes that the outcome of such litigation will not have a material
adverse effect on its financial position or the results of its operations.
NOTE--9 EMPLOYMENT AGREEMENTS
Effective January 1, 1994, the Company entered into employment agreements with
its three officers. Under the terms of the agreements, the officers were
entitled to receive a base salary of $700,000 in the aggregate, in addition to
transaction origination bonuses. On November 12, 1996, one of the officers
terminated his agreement with the Company, effective December 31, 1996.
Beginning January 1, 1997, the remaining officers were entitled to receive a
base salary of $500,000 in the aggregate, in addition to transaction origination
bonuses. Such bonuses totaled $236,000 in 1996 and $11,700 in 1997.
Additionally, the officers were paid supplemental salaries totaling $1,932,000
and $800,000 in 1996 and 1997, respectively.
NOTE--10 PROFIT SHARING PLAN
On January 1, 1994, the Company adopted a defined contribution profit sharing
plan (the Plan) for the benefit of all employees meeting minimum age and service
requirements. Contributions made to the Plan for the years
F-63
<PAGE> 175
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE--10 PROFIT SHARING PLAN (CONTINUED)
ended December 31, 1995, 1996 and 1997 approximated $92,000, $103,000 and
$89,000, respectively. Benefits under the Plan vest ratably over a five year
period.
NOTE--11 FINANCIAL INSTRUMENTS
In 1996, the Company entered into two interest rate swap agreements with
aggregate notional amounts of approximately $10,200,000 to manage its exposure
to interest rates of the Company's floating rate nonrecourse obligations. These
agreements effectively convert certain variable rate obligations with interest
rates ranging from LIBOR to LIBOR plus 2.5% to a weighted average fixed rate of
7.9%. The difference to be paid or received varies as short-term interest rates
change and is accrued and recognized as an adjustment to interest expense.
Market risks arise from the movement in interest rates. The Company's credit
risk is limited to the fair market value of the interest rate swaps. During
February, 1997, the Company terminated one of the swap agreements and incurred a
loss of approximately $178,000. The remaining agreement was entered into on
December 9, 1996, matures in July, 1999, and has a notional amount of
approximately $1,469,000 at December 31, 1997.
The Company does not require its counterparties to provide security for its
positions with the Company. Any failure of the instruments or counterparties to
perform under the derivative contracts would have an immaterial impact on the
Company's earnings.
The fair value of the Company's interest rate swap agreements are estimated
using discounted cash flows based on the Company's current incremental borrowing
rate. As of December 31, 1997, the fair value of the Company's interest rate
swap agreement approximated its notional amount.
The carrying value of cash and rents and other receivables in the accompanying
financial statements approximate their fair value because of the short-term
maturity of these instruments, and in the case of nonrecourse obligations
because such instruments bear variable interest rates which approximate market.
NOTE--12 EXTRAORDINARY ITEMS
In 1996, the Company recognized an extraordinary gain of $598,414 on the
extinguishment of debt.
NOTE--13 YEAR 2000 ISSUES (UNAUDITED)
The Company is assessing the modifications or replacement of its software that
may be necessary for its computer systems to function properly with respect to
the dates in the year 2000 and thereafter. The Company does not believe that the
cost of either modifying existing software or converting to new software will be
significant or that the year 2000 issue will pose significant operational
problems for its computer systems.
NOTE--14 SUBSEQUENT EVENT
The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of common stock of the combined entities affiliated by
common ownership in exchange for cash and common stock of UniCapital, concurrent
with the consummation of the initial public offering of the common stock of
UniCapital.
On February 7, 1998, the majority stockholders entered into an agreement to
purchase minority stockholder's interest in the Company.
F-64
<PAGE> 176
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Jacom Computer Services, Inc.
Northvale, New Jersey
We have audited the accompanying balance sheets of Jacom Computer Services,
Inc. as of December 31, 1996 and 1997, and the related statements of income and
retained earnings and cash flows for each of the years in the three-year period
ended December 31, 1997. 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 Jacom Computer Services,
Inc. as of December 31, 1996 and 1997, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.
BDO Seidman, LLP
New York, NY
January 28, 1998
F-65
<PAGE> 177
JACOM COMPUTER SERVICES, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------- -----------
1996 1997 1998
-------- -------- -----------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 1,307 $ 2,596 $ 1,127
Accounts receivable, less allowance of $100, $250 and $250
for possible losses....................................... 2,354 3,655 5,383
Net investment in sales-type leases (Notes 1 and 3)......... 114,507 86,278 95,358
Equipment under operating leases, net (Notes 2 and 3)....... 12,098 13,319 12,611
Receivable from stockholder................................. 200 451 451
Other assets................................................ 354 729 674
Deposits on equipment held for lease........................ 7,221 11,920 9,444
-------- -------- --------
Total assets $138,041 $118,948 $125,048
======== ======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Discounted lease payments with recourse (Notes 3 and 6)... $ 6,169 $ 7,304 $ 6,111
Discounted lease payments without recourse (Notes 3 and
6)..................................................... 62,574 35,751 30,740
Vendor payables and accruals.............................. 7,665 3,467 7,738
Note payable to stockholder............................... 6,500 -- --
Income taxes payable...................................... 241 580 580
Deferred income taxes payable (Note 4).................... 2,850 2,678 2,678
-------- -------- --------
Total liabilities...................................... 85,999 49,780 47,847
-------- -------- --------
Stockholder's equity:
Common stock, no par value--200 shares authorized; 100
issued and outstanding................................. 1 1 1
Retained earnings......................................... 52,041 69,167 77,200
-------- -------- --------
Total stockholder's equity............................. 52,042 69,168 77,201
-------- -------- --------
Total liabilities and stockholder's equity............. $138,041 $118,948 $125,048
======== ======== ========
</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
F-66
<PAGE> 178
JACOM COMPUTER SERVICES, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------------- --------------------
1995 1996 1997 1997 1998
-------- -------- -------- -------- --------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Sales of equipment.................. $ 60,867 $ 49,123 $ 62,897 $ 13,752 $ 32,583
Finance income from direct financing
and sales-type leases............. 9,184 9,337 8,377 2,412 1,808
Rental income from operating
leases............................ 11,416 13,304 16,531 3,908 3,733
Gain on sale of leases.............. -- -- 472 98 85
Interest and other income........... 927 1,554 1,794 312 252
-------- -------- -------- -------- --------
Total revenues.................... 82,394 73,318 90,071 20,482 38,461
-------- -------- -------- -------- --------
Depreciation on equipment under
operating leases.................. 4,512 5,831 6,448 1,403 1,492
Cost of equipment sold.............. 53,382 43,473 47,914 11,999 22,442
Interest expense.................... 5,824 5,586 4,645 1,575 764
Selling, general and
administrative.................... 11,797 11,082 13,183 2,818 5,199
-------- -------- -------- -------- --------
Total expenses.................... 75,515 65,972 72,190 17,795 29,897
-------- -------- -------- -------- --------
Income from operations............ 6,879 7,346 17,881 2,687 8,564
Provision (benefit) for income taxes
(Note 4).......................... 460 (44) 755 161 531
-------- -------- -------- -------- --------
Net income.......................... 6,419 7,390 17,126 2,526 8,033
Retained earnings, beginning of
period............................ 38,232 44,651 52,041 52,041 69,167
-------- -------- -------- -------- --------
Retained earnings, end of period.... $ 44,651 $ 52,041 $ 69,167 $ 54,567 $ 77,200
======== ======== ======== ======== ========
Unaudited pro forma information:
Pro forma income from
operations..................... $ 6,879 $ 7,346 $ 17,881 $ 2,687 $ 8,564
Pro forma provision for income
taxes.......................... 2,823 3,045 7,438 1,116 3,563
-------- -------- -------- -------- --------
Pro forma net income.............. $ 4,056 $ 4,301 $ 10,443 $ 1,571 $ 5,001
======== ======== ======== ======== ========
</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
F-67
<PAGE> 179
JACOM COMPUTER SERVICES, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------ -------------------
1995 1996 1997 1997 1998
-------- -------- -------- -------- --------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 6,419 $ 7,390 $ 17,126 $ 2,526 $ 8,033
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of leases............................ -- -- (472) (98) (85)
Depreciation...................................... 4,514 5,836 6,453 1,404 1,493
Gain on sale at inception of lease................ (5,609) (6,634) (10,487) (2,002) (6,129)
Gain on sale of equipment at end of lease......... (2,857) (2,647) (2,609) (1,024) (2,083)
Provision for possible losses on receivables...... -- 80 150 37 --
Amortization of unearned income................... (9,184) (9,337) (8,377) (2,412) (1,808)
Decrease (increase) in assets:
Accounts receivable............................. (872) (1,426) (1,451) 437 (1,728)
Lease receivables:
Purchase of equipment for lease
receivables................................ (50,613) (38,486) (51,410) (10,688) (19,304)
Sale of sales-type lease receivables......... -- -- 39,856 8,795 4,880
Proceeds received from lessees............... 60,257 62,110 60,897 15,341 15,262
Deposits on equipment held for lease............ (50) (672) (4,699) (2,152) 2,476
Other assets.................................... (48) (101) (90) 252 54
Increase (decrease) in liabilities:
Vendor payables and accruals.................... 2,422 (5,769) (4,198) 4,489 4,271
Income taxes payable............................ 281 (1,101) 339 125 --
Deferred income taxes payable................... 16 161 (172) -- --
-------- -------- -------- -------- --------
Total adjustments.......................... (1,743) 2,014 23,730 12,504 (2,701)
-------- -------- -------- -------- --------
Net cash provided by operating
activities............................... 4,676 9,404 40,856 15,030 5,332
-------- -------- -------- -------- --------
Cash flows from investing activities:
Purchase of equipment for operating leases.......... (9,668) (8,222) (7,128) (2,243) (597)
Advances to stockholder............................. -- (200) (251) -- --
Capital expenditures................................ (12) (7) -- -- --
-------- -------- -------- -------- --------
Net cash used in investing activities...... (9,680) (8,429) (7,379) (2,243) (597)
-------- -------- -------- -------- --------
Cash flows from financing activities:
Proceeds from borrowings under lines of credit...... 14,500 9,500 3,000 1,000 2,000
Repayments of borrowings under lines of credit...... (14,500) (9,500) (3,000) (1,000) (2,000)
Proceeds from borrowings under line of credit
guaranteed by stockholder......................... -- 6,500 2,000 -- --
Repayments of borrowings under line of credit
guaranteed by stockholder......................... (2,000) -- (8,500) (6,500) --
Proceeds from discounting leases with recourse or
collateralizing operating equipment............... 35,830 27,423 6,464 3,010 --
Repayment of recourse and nonrecourse debt.......... (29,845) (34,401) (32,152) (9,383) (6,204)
-------- -------- -------- -------- --------
Net cash provided by (used in) financing
activities............................... 3,985 (478) (32,188) (12,873) (6,204)
-------- -------- -------- -------- --------
Net increase (decrease) in cash and cash
equivalents......................................... (1,019) 497 1,289 (86) (1,469)
Cash and cash equivalents, beginning of year.......... 1,829 810 1,307 1,307 2,596
-------- -------- -------- -------- --------
Cash and cash equivalents, end of year................ $ 810 $ 1,307 $ 2,596 $ 1,221 $ 1,127
======== ======== ======== ======== ========
</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
F-68
<PAGE> 180
JACOM COMPUTER SERVICES, INC.
SUMMARY OF ACCOUNTING POLICIES
(IN THOUSANDS)
BUSINESS
Jacom Computer Services, Inc. (the "Company") is primarily engaged in the
acquisition, leasing, and sales of data processing and telecommunications
equipment. The Company acquires equipment from many sources and leases or sells
the equipment to its customers. The Company provides or arranges to provide
installation, maintenance and modification of the equipment.
REVENUE RECOGNITION
(a) Net Investment in Sales-Type Leases
The Company originates sales-type leases and recognizes a sale upon
acceptance by the customer of the equipment. Unearned income represents the
excess of the gross lease receivable plus the estimated residual value over the
present value of the gross investment in the lease. Unearned income is
recognized as revenue over the term of the lease at a constant rate of return on
the net investment.
(b) Discounted Lease Payments
The Company finances the originations of leases either by utilizing its own
funds; utilizing available funds under credit facilities, or by discounting the
stream of future lease payments with various financial institutions.
A sale is recorded when the Company sells these receivables (which includes
sales type leases) on a nonrecourse basis and has no significant continuing
interest or risk of loss in the lease stream, but maintains ownership in the
residual value of the equipment at the end of the lease. A gain on sale is
recognized as the difference between the cash proceeds and the remaining lease
payments and unearned income on the date of sale. The Company provides billing
and collecting services for leases sold under these arrangements. The Company
follows Statement of Financial Accounting Standards No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
The Company did not sell lease receivables prior to 1997.
(c) Operating Leases
The Company purchases equipment from selected vendors of the lessee. At the
inception of the lease, no revenue is recognized and the equipment is recorded
at cost plus installation charges. The cost is depreciated by an accelerated
method over an average life of 5 years. At the end of the initial lease term,
equipment is rented by the customer according to the original rental terms, the
leases are renegotiated into new contracts, or the equipment is placed in
inventory. Items returned to the Company are either sold, released or recorded
at the lower of cost or their remaining value.
Rental income is recognized in equal monthly installments over the life of
the lease. If the future lease stream is discounted, lease rental payments are
assigned and remitted to financial institutions to reduce discounted lease
payments payable.
(d) Sales of Leased Equipment
Revenue is recognized when the sale is consummated.
(e) Cost of Equipment Sold
The cost of the leased property, less the present value of the unguaranteed
residual value computed at the interest rate implied in the lease, represents
the cost of equipment sold for sales-type leases.
RESIDUAL VALUE
The fair value of leased equipment at the end of the sales-type lease is
estimated at the inception of the lease. The present value of the unguaranteed
residual is recorded as a reduction against the cost of the equipment sold.
Unearned income is credited to revenue over the term of the lease at a constant
rate of return on the net investment. The Company revised its rates for
estimating residual values for leases originated in 1997 from those
F-69
<PAGE> 181
JACOM COMPUTER SERVICES, INC.
SUMMARY OF ACCOUNTING POLICIES--CONTINUED
(IN THOUSANDS)
rates used in prior years. The results of this change over what would have been
reported using prior years rates increased net income by approximately $1,900.
DEPOSITS ON EQUIPMENT
Advances for equipment purchased and delivered to customers which do not
have a completed lease contract are recorded at cost. Once a final contract is
completed, this cost is reclassified to cost of sales or equipment for operating
leases.
ALLOWANCE FOR POSSIBLE LOSSES
In connection with the financing of leases, the Company records an
allowance for possible losses to provide for estimated future losses in the
portfolio and billings on monthly rentals and service. The allowance for
possible losses is based on a detailed analysis of any delinquencies or problem
accounts, an assessment of overall risks, management's evaluation of probable
losses in the portfolio as a whole and a review of historical loss experience.
Specific accounts are written off when the probability of loss has been
established in amounts determined to cover such losses after giving
consideration to the customer's financial condition and the value of underlying
collateral, including any guarantees.
TAXES ON INCOME
The Company has elected S Corporation status for federal and state income
taxes. As an S Corporation, the Company is generally not subject to federal
income taxes since the operating results are included in the tax returns of
their individual stockholders. The Company is directly liable for state
franchise taxes in certain jurisdictions.
The unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Company had been
subject to federal and state income taxes for all periods presented.
There are differences between the financial carrying amounts and the tax
basis of existing assets and liabilities. At December 31, 1997, the Company's
net assets for financial reporting purposes exceed the tax basis by
approximately $43,000. In connection with the proposed merger with UniCapital
Corporation discussed in Note 9, the Company's S Corporation election will
terminate and the tax effect of the net difference between the book and tax
basis of net assets at that date will be recorded in the combined company's
financial statements.
UNAUDITED INTERIM FINANCIAL INFORMATION
The interim financial data as of March 31, 1998 and for the three months
ended March 31, 1997 and 1998 is unaudited; however, in the opinion of the
Company, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the financial position
and results of operations and of cash flows for the interim periods. Such
interim financial data is not necessarily indicative of results for the entire
fiscal year including such interim periods.
STATEMENT OF CASH FLOWS
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
F-70
<PAGE> 182
JACOM COMPUTER SERVICES, INC.
SUMMARY OF ACCOUNTING POLICIES--CONTINUED
(IN THOUSANDS)
USE OF ESTIMATES
The preparation of the financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect 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. Among the more significant estimates included in these
financial statements are the estimates for possible losses and residual value of
leased equipment. Actual results could differ from those and other estimates.
FINANCIAL INSTRUMENTS
The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable and accounts payable approximated fair value
because of the relatively short maturity of these instruments. The carrying
value of minimum lease payments and discounted lease payments approximated fair
value based upon quoted market prices of similar instruments.
RECLASSIFICATIONS
Certain reclassifications have been made to prior years' information to
conform with the current year's presentation.
F-71
<PAGE> 183
JACOM COMPUTER SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
NOTE 1--NET INVESTMENT IN SALES-TYPE LEASES
The Company's net investment in sales-type leases consists of:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1997
-------- -------
<S> <C> <C>
Total minimum lease payments to be received............ $115,973 $77,349
Estimated unguaranteed residual values of leased
equipment............................................ 12,153 18,726
Less: Unearned income................................ (13,619) (9,797)
-------- -------
$114,507 $86,278
======== =======
</TABLE>
Estimated unguaranteed residual values include the present value of the
residual equipment from lease payments which have been sold.
Sales-type leases primarily expire over the next five years and, at
December 31, 1997, the future minimum lease receivables are due as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $35,698
1999........................................................ 25,605
2000........................................................ 12,842
2001........................................................ 2,128
2002........................................................ 1,038
Thereafter.................................................. 38
-------
$77,349
=======
</TABLE>
NOTE 2--EQUIPMENT UNDER OPERATING LEASES, NET
Equipment under operating leases, net consists of:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
-------- --------
<S> <C> <C>
Equipment.............................................. $ 23,863 $ 28,689
Less: Accumulated depreciation......................... (11,765) (15,370)
-------- --------
$ 12,098 $ 13,319
======== ========
</TABLE>
The operating leases related to the equipment under operating leases expire
over the next five years. At December 31, 1997, the future minimum lease
receivables are due as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $5,335
1999........................................................ 1,934
2000........................................................ 381
2001........................................................ 196
2002........................................................ 152
------
$7,998
======
</TABLE>
F-72
<PAGE> 184
JACOM COMPUTER SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
(IN THOUSANDS)
NOTE 3--DISCOUNTED LEASE PAYMENTS
Discounted lease payments represent the Company's liability incurred by
assigning the noncancellable rentals for certain sales-type and operating lease
receivables to financial institutions.
The principal and interest due on these loans at December 31, 1997 are as
follows:
<TABLE>
<CAPTION>
YEAR ENDING SALES-TYPE OPERATING
DECEMBER 31, LEASES LEASES TOTAL
- ------------ ---------- --------- -------
<S> <C> <C> <C>
1998......................................... $20,445 $1,814 $22,259
1999......................................... 14,700 998 15,698
2000......................................... 6,894 165 7,059
2001......................................... 1,065 40 1,105
2002......................................... 438 -- 438
------- ------ -------
43,542 3,017 46,559
Less: Amount representing interest........... 3,504
-------
$43,055
=======
</TABLE>
The effective average interest rate related to the loans outstanding was
approximately 8% during 1997.
NOTE 4--TAXES (RECOVERIES) ON INCOME
The Company has elected, and the stockholder has consented, to include the
taxable income of the Company in his individual tax return. As a result, no
income tax is imposed on the Company for Federal and certain state purposes.
Recoveries of taxes are due to overaccruals in prior years.
Provisions for state and local taxes (recoveries) on income are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1995 1996 1997
---- ----- -----
<S> <C> <C> <C>
Current............................................. $444 $(205) $ 927
Deferred............................................ 16 161 (172)
---- ----- -----
$460 $ (44) $ 755
==== ===== =====
</TABLE>
Deferred taxes result primarily from the use of the operating lease method
for income tax purposes for sales-type leases and the related timing differences
generated from depreciation.
NOTE 5--PROFIT SHARING PLAN
The Company has a profit sharing plan for eligible employees. Contributions
are at the discretion of the Board of Directors. Contributions aggregated
approximately $66, $74, and $62 for the years ended December 31, 1995, 1996 and
1997, respectively.
NOTE 6--RELATED PARTY TRANSACTIONS
The balance of non interest bearing advances to the stockholder and his
affiliates approximated $200 and $451 respectively, at December 31, 1996 and
1997.
The Company rents a building from the stockholder for $120 per year until
the year 2001, at which time an increase will be made based on cost of living
adjustments until October 2006. Rent expense for 1995, 1996 and 1997 was $120.
F-73
<PAGE> 185
JACOM COMPUTER SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
(IN THOUSANDS)
NOTE 6--RELATED PARTY TRANSACTIONS (CONTINUED)
$1,578 and $2,935 of gross lease receivables on sales-type leases and
rental commitments on operating leases were financed through nonrecourse
discounted lease payments from the stockholder and his affiliates during 1995
and 1996, respectively. Discounted lease payments include approximately $2,677
and $781 as of December 31, 1996 and 1997, respectively. The Company has
continued to service the balance of these receivables for billings and
collection purposes during 1997.
NOTE 7--OFF-BALANCE SHEET AND CREDIT RISK
(A) LEASE CONCENTRATIONS
The Company originates equipment leases with its clients primarily for data
processing and telecommunication equipment throughout the United States.
Concentrations of credit risk arise when counterparties have similar economic
characteristics that would cause their ability to meet contractual obligations
to be similarly affected by changes in economic or other conditions. Credit risk
with respect to these receivables is mitigated through the Company's review of
each customer's credit history and the residual value of all equipment under
lease collateralizing these receivables. One customer comprised 13% of total
originations of sales-type leases and two customers comprised 40% and 32% of
originations of operating leases during 1997. The major concentrations of credit
risk for originations of sales-type leases grouped by geographic region are New
York--45% and New Jersey--18% with no other state accounting for more than 10%.
The major concentrations of credit risk for originations of operating leases are
New York--22%, New Jersey--21%, Pennsylvania--20%, and Massachusetts--13% with
no other state accounting for more than 10%. No one customer comprises more than
10% of the outstanding sales-type lease receivables and related accounts
receivable.
(B) LINES OF CREDIT
The Company maintains two unsecured working capital lines of credit with a
maximum borrowing capacity of $7,000 and $3,000. The Company borrows on a
short-term basis as capital is required to maintain the volume of originations.
Amounts are paid back as the Company sells lease receivables or obtains recourse
financing at a lower rate.
The $7,000 line is guaranteed presently by the stockholder of the Company.
The balance outstanding at year-end is $-0-.
The average aggregate monthly balance outstanding during 1997 was $250.
NOTE 8--SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Cash paid during the year for:
Interest....................................... $5,824 $5,586 $4,645
Taxes.......................................... 163 896 588
</TABLE>
NOTE 9-- EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Company and its shareholder have entered into a letter of intent with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.
F-74
<PAGE> 186
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
K.L.C., Inc.:
We have audited the accompanying balance sheets of K.L.C., Inc. (the
"Company") as of December 31, 1996 and 1997, and the related statements of
income and retained earnings and cash flows for each of the three years in the
period ended December 31, 1997. 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 K.L.C., Inc. as of December
31, 1996 and 1997, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1997 in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 4, 1998, except for Note 9, as
to which the date is February 10, 1998
F-75
<PAGE> 187
K.L.C., INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
-------------------------- -----------
1996 1997 1998
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents......................... $ 3,561,943 $ 1,478,811 $ 1,521,133
Net investment in direct financing leases, net of
allowance for lease losses of $397,000 and
$1,150,000 (Note 2)............................. 24,082,854 47,508,044 51,009,138
Equipment held for leasing........................ 1,058,409 2,250,188 3,517,624
Property and equipment (Note 3)................... 181,648 293,769 289,762
Receivable related to leases sold (Note 2)........ 3,513,527 1,861,291 1,533,458
Prepaid income taxes (Note 4)..................... -- 272,956 --
Other............................................. 318,722 429,430 401,323
----------- ----------- -----------
Total assets............................... $32,717,103 $54,094,489 $58,272,438
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Installment loans payable (Note 5).............. $17,977,931 $39,658,610 $41,791,007
Accounts payable................................ 589,395 1,095,943 2,277,594
Accrued expenses and other liabilities.......... 984,643 729,023 791,810
Accrued income taxes (Note 4)................... 297,620 -- 347,577
Net deferred income tax liability (Note 4)...... 1,742,560 565,576 344,574
----------- ----------- -----------
Total liabilities.......................... 21,592,149 42,049,152 45,552,562
----------- ----------- -----------
Commitments and contingencies (Notes 6 and 8)..... -- -- --
Stockholders' equity:
Common stock, par value $100 per share,
authorized 5,000 shares, 1,000 shares issued
and outstanding.............................. 100,000 100,000 100,000
Paid-in capital................................. 5,806 5,806 5,806
Retained earnings............................... 11,681,613 12,685,560 13,360,099
----------- ----------- -----------
11,787,419 12,791,366 13,465,905
Less--loans receivable from related parties
(Note 6)................................... (662,465) (746,029) (746,029)
Total stockholders' equity................. 11,124,954 12,045,337 12,719,876
----------- ----------- -----------
Total liabilities and stockholders'
equity.................................. $32,717,103 $54,094,489 $58,272,438
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-76
<PAGE> 188
K.L.C., INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------------------ ---------------------------
1995 1996 1997 1997 1998
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Finance income from direct financing
leases................................ $ 5,687,636 $ 7,966,795 $ 7,573,494 $ 1,424,166 $ 2,334,510
Servicing fees and remarketing income... 1,651,855 1,337,726 772,375 195,170 339,972
Gain on sale of leases (Note 2)......... -- 5,362,864 -- -- --
Other income............................ 267,578 579,778 647,942 144,410 257,638
------------ ------------ ------------ ------------ ------------
Total revenues...................... 7,606,799 15,247,163 8,993,811 1,763,746 2,932,120
------------ ------------ ------------ ------------ ------------
Selling, general and administrative..... 3,404,662 3,764,512 4,841,897 929,371 928,149
Interest expense........................ 2,173,247 2,822,651 2,458,434 393,052 830,999
------------ ------------ ------------ ------------ ------------
Total expenses...................... 5,577,909 6,587,163 7,300,331 1,322,423 1,759,148
------------ ------------ ------------ ------------ ------------
Income before provision for income
taxes............................. 2,028,890 8,660,000 1,693,480 441,323 1,172,972
Provision for income taxes (Note 4)..... 869,159 3,341,889 689,533 180,950 498,433
------------ ------------ ------------ ------------ ------------
Net income.......................... 1,159,731 5,318,111 1,003,947 260,373 674,539
Retained earnings, beginning of year.... 5,203,771 6,363,502 11,681,613 11,681,613 12,685,560
------------ ------------ ------------ ------------ ------------
Retained earnings, end of year.......... $ 6,363,502 $ 11,681,613 $ 12,685,560 $ 11,941,986 $ 13,360,099
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-77
<PAGE> 189
K.L.C., INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------------------ ---------------------------
1995 1996 1997 1997 1998
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income............................ $ 1,159,731 $ 5,318,111 $ 1,003,947 $ 260,373 $ 674,539
------------ ------------ ------------ ------------ ------------
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization..... 21,012 21,012 28,990 5,253 5,253
Amortization of initial direct
costs........................... 340,388 684,212 824,921 128,048 275,610
Provision for lease losses........ 464,895 475,380 1,019,748 179,121 --
Gain on sale of leases............ -- (5,362,864) -- -- --
Changes in:
Equipment held for leasing...... (740,199) 204,683 (1,191,779) (225,176) (1,267,436)
Prepaid income taxes............ -- -- (272,956) (62,700) 272,956
Other assets.................... (93,640) 105,692 (110,708) (45,418) 28,107
Accrued income taxes............ 218,415 154,181 (297,620) 121,169 347,577
Accounts payable and accrued
liabilities................... 121,987 (1,050,311) 250,928 911,767 1,244,438
Deferred income taxes........... (476,318) 1,448,481 (1,176,984) (286,999) (221,002)
Receivable related to leases
sold.......................... -- 274,266 1,652,236 664,711 327,833
------------ ------------ ------------ ------------ ------------
Total adjustments............. (143,460) (3,045,268) 726,776 1,389,776 1,013,336
------------ ------------ ------------ ------------ ------------
Net cash provided by operating
activities............................ 1,016,271 2,272,843 1,730,723 1,650,149 1,687,875
------------ ------------ ------------ ------------ ------------
Cash flows from investing activities:
Investment in direct financing
leases.............................. (29,886,281) (33,925,630) (35,763,054) (12,073,929) (9,865,633)
Principal collected on direct
financing
leases.............................. 14,391,360 16,196,837 10,493,195 2,451,030 6,088,929
Proceeds from sale of direct financing
leases.............................. -- 30,800,000 -- -- --
Decrease (increase) in loans
receivable from related parties..... 609,863 (450,000) (83,564) -- --
Acquisition of property and
equipment........................... (19,489) (20,352) (141,111) (32,730) (1,246)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in) investing
activities............................ (14,904,547) 12,600,855 (25,494,534) (9,655,629) (3,777,950)
------------ ------------ ------------ ------------ ------------
Cash flows from financing activities:
Borrowings............................ 28,392,314 27,691,687 32,378,000 6,934,000 6,116,000
Repayment of debt..................... (14,168,241) (39,612,469) (10,697,321) (1,932,090) (3,983,603)
Repayment of stockholder loans........ -- (745,000) -- -- --
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in) financing
activities............................ 14,224,073 (12,665,782) 21,680,679 5,001,910 2,132,397
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents........................... 335,797 2,207,916 (2,083,132) (3,003,570) 42,322
Cash and cash equivalents at beginning
of year............................... 1,018,230 1,354,027 3,561,943 3,561,943 1,478,811
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents at end of
year.................................. $ 1,354,027 $ 3,561,943 $ 1,478,811 $ 558,373 $ 1,521,133
============ ============ ============ ============ ============
Supplemental disclosure of cash flow
information:
Cash paid during the year for:
Interest............................ $ 2,003,441 $ 2,917,345 $ 2,452,769 $ 349,850 $ 765,396
============ ============ ============ ============ ============
Income taxes........................ $ 1,127,062 $ 1,542,597 $ 2,437,093 $ 74,775 $ 98,900
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-78
<PAGE> 190
K.L.C., INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of business
K.L.C., Inc. (the "Company") is in the business of leasing various types of
equipment throughout forty-four states, with concentration on the East coast.
The Company's diversified portfolio consists of 1,844 leases as of December 31,
1997 in a variety of industries. These arrangements are accounted for as direct
financing leases.
Use of estimates in the preparation of financial statements
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. Material
estimates that are particularly susceptible to significant change in the
near-term relate to the valuation of estimated residuals on leased assets, the
determination of the allowance for lease losses and the valuation of equipment
held for leasing acquired in connection with repossessions.
Management believes estimated residual values are reasonable, that the
allowance for lease losses is adequate and that equipment held for leasing is
recorded at the lower of cost or estimated fair value. While management uses
available information to recognize reductions in estimated residual values,
losses on leases and equipment held for leasing, future reductions in estimated
residual values, additions to the allowance for lease losses or write-downs on
equipment held for leasing may be necessary based on changes in economic
conditions.
Direct financing leases
Direct financing leases are reported at the present value of minimum lease
payments plus the estimated residual value at the end of the lease using a
discount factor equal to the lessor's implicit interest rate. Financing income
is recognized over the term of the direct financing lease using the interest
method.
Certain initial direct lease costs are deferred and amortized over the term
of the related lease as a reduction of financing income using the interest
method.
Equipment held for leasing
Equipment held for leasing represents equipment received from lessees which
management intends to either re-lease to a different customer or sell. It is
recorded at the lower of cost or estimated market value.
Property and equipment
Property and equipment is carried at cost. Depreciation and amortization is
computed using the straight-line method over the estimated useful lives of the
assets which range from 5 to 7 years.
Repairs and maintenance are charged to operations as incurred. For assets
sold or otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts and any gain or loss is reflected in the year of
disposition.
Income taxes
Deferred income taxes are recognized for the tax consequences of "temporary
differences" between the financial statement carrying amounts and the tax bases
of assets and liabilities by applying enacted statutory tax rates applicable to
future years to those differences. The effect on deferred taxes of a change in
tax rates is recognized in income in the period that includes the enactment
date.
F-79
<PAGE> 191
K.L.C., INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Unaudited interim financial information
The interim financial data as of March 31, 1998 and for the three months
ended March 31, 1997 and 1998 is unaudited; however, in the opinion of the
Company, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the financial position
and results of operations and of cash flows for the interim periods. Such
interim financial data is not necessarily indicative of results for the entire
fiscal year including such interim periods.
Cash and cash equivalents
Cash and cash equivalents include amounts due from banks and
interest-bearing deposits at financial institutions.
Reclassifications
Certain amounts in the 1995 and 1996 financial statements have been
reclassified to conform to the 1997 presentation.
NOTE 2--NET INVESTMENT IN DIRECT FINANCING LEASES
The components of the net investment in direct financing leases were as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1996 1997
---- ----
<S> <C> <C>
Minimum lease payments receivable........................ $32,371,388 $ 63,367,389
Less--allowance for lease losses.................... (397,000) (1,150,000)
----------- ------------
Net minimum lease payments receivable............... 31,974,388 62,217,389
Deferred initial direct costs............................ 564,258 1,214,465
Estimated residual value of leased property
(unguaranteed)......................................... 943,017 1,397,706
Unearned income.......................................... (9,772,606) (17,693,117)
----------- ------------
23,709,057 47,136,443
Service fee receivable................................... 373,797 371,601
----------- ------------
$24,082,854 $ 47,508,044
=========== ============
</TABLE>
Periodically, the Company sells portions of its lease portfolio and retains
the servicing rights. These direct financing leases are sold with recourse in
the event of a default by the lessee. The purchaser's recourse is limited to a
fixed percentage amount for each pool of leases purchased. Sales of leases
occurred in 1994 and 1996. The purchaser's recourse is limited to 16.7% and
11.5% for the 1994 and 1996 sales, respectively. The Company received initial
proceeds of $10.2 million and $30.8 million for the 1994 and 1996 sales,
respectively.
In connection with the 1996 sale, the Company realized a gain of
$5,362,864. Also, in connection with the 1996 sale, the Company has recorded a
receivable in the amount of $3,513,527 and $1,861,291 as of December 31, 1996
and 1997, respectively, which represents the maximum amount receivable under the
11.5% recourse provision, net of reserves of $215,027 and $350,000 as of
December 31, 1996 and 1997, respectively.
In connection with the 1994 sale, the realized gain was deferred and is
being amortized into income over the life of the leases as service fee income.
Service fee income on leases sold also includes late charges, over-residual
and buyout income realized through the servicing of the leases.
F-80
<PAGE> 192
K.L.C., INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 2--NET INVESTMENT IN DIRECT FINANCING LEASES (CONTINUED)
The net investment in direct financing leases as of December 31, 1997
(without the unguaranteed residual values and allowance for lease losses) is to
be received with income amortized as follows:
<TABLE>
<CAPTION>
MINIMUM
LEASE PAYMENTS
RECEIVABLE, NET UNEARNED LEASE UNGUARANTEED
YEAR OF UNEARNED INCOME INCOME RECEIVABLE RESIDUALS
- ---- ------------------ ------ ---------- ---------
<S> <C> <C> <C> <C>
1998................................. $14,800,911 $ 8,820,229 $23,621,140 $ 124,254
1999................................. 14,426,704 5,516,713 19,943,417 230,844
2000................................. 10,665,934 2,494,507 13,160,441 382,073
2001................................. 4,631,028 742,255 5,373,283 428,653
2002 and thereafter.................. 1,149,695 119,413 1,269,108 231,882
----------- ----------- ----------- ----------
$45,674,272 $17,693,117 $63,367,389 $1,397,706
=========== =========== =========== ==========
</TABLE>
NOTE 3--PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
---- ----
<S> <C> <C>
Office furniture............................................ $265,376 $385,051
Leasehold improvements...................................... 172,152 193,588
-------- --------
437,528 578,639
Less--accumulated depreciation and amortization............. (255,880) (284,870)
-------- --------
$181,648 $293,769
======== ========
</TABLE>
Depreciation and amortization totaled $21,012 in 1995 and 1996 and $28,990
in 1997.
NOTE 4--INCOME TAXES
The provision for income taxes for the years ended December 31, is as
follows:
<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Currently payable:
Federal..................................... $1,006,730 $1,549,277 $ 1,490,821
State....................................... 338,747 344,131 375,696
---------- ---------- -----------
1,345,477 1,893,408 1,866,517
---------- ---------- -----------
Deferred:
Federal..................................... (375,679) 1,181,183 (965,617)
State....................................... (100,639) 267,298 (211,367)
---------- ---------- -----------
(476,318) 1,448,481 (1,176,984)
---------- ---------- -----------
$ 869,159 $3,341,889 $ 689,533
========== ========== ===========
</TABLE>
F-81
<PAGE> 193
K.L.C., INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 4--INCOME TAXES (CONTINUED)
The components of the net deferred tax liability are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1996 1997
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for lease losses.............................. $ 411,200 $ 564,433
Other................................................... 239,127 47,302
----------- -----------
650,327 611,735
----------- -----------
Deferred tax liabilities:
Deferred gain on sale................................... (2,172,813) (995,402)
Other................................................... (220,074) (181,909)
----------- -----------
(2,392,887) (1,177,311)
----------- -----------
Net deferred tax liability...................... $(1,742,560) $ (565,576)
=========== ===========
</TABLE>
The following is a reconciliation of the expected federal income tax
expense to the provision for income tax expense for the years ended December 31:
<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Income tax expense at statutory rate............. $689,823 $2,944,400 $575,783
Increase (decrease) resulting from:
State tax, net of federal benefit.............. 157,151 403,543 108,457
Other.......................................... 22,185 (6,054) 5,293
-------- ---------- --------
Provision for income taxes....................... $869,159 $3,341,889 $689,533
======== ========== ========
</TABLE>
NOTE 5--INSTALLMENT LOANS PAYABLE
The Company finances substantially all leased equipment with installment
notes payable. The installment notes, with interest rates ranging from 8.00% to
9.00%, are collateralized by the equipment under lease and are personally
guaranteed by the Company's two stockholders. Upon sale of all or a portion of
the lease portfolio, the Company is required to pay down a substantial portion
of the related underlying debt. The installment note agreements contain various
covenants which, among other things, require maintenance of a minimum tangible
net worth and specific debt to equity ratios.
Future principal payments on installment loans payable is as follows:
<TABLE>
<CAPTION>
YEAR ENDED AMOUNT
---------- ------
<S> <C>
1998................................................. $14,832,089
1999................................................. 13,651,333
2000................................................. 8,793,124
2001................................................. 2,382,064
-----------
$39,658,610
===========
</TABLE>
As of December 31, 1997, the Company had drawn down approximately $39.6
million on its leasing lines of credit which aggregate $67 million.
F-82
<PAGE> 194
K.L.C., INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 6--RELATED PARTY TRANSACTIONS
The Company leases its office facilities from a partnership owned by its
stockholders under an agreement which expires on December 31, 1998. Rent expense
incurred was $180,000 in 1995, 1996 and 1997.
Minimum future rental payments under this lease as of December 31, 1997 are
as follows:
<TABLE>
<CAPTION>
YEAR ENDED AMOUNT
- ---------- ------
<S> <C>
1998.................................................... $180,000
========
</TABLE>
Effective January 1, 1998, the Company will enter into a new lease with the
partnership owned by its stockholders for its office facilities for a five year
term. The minimum lease payments for the first 3 years under the new lease will
be $216,000.
Loans receivable (from the stockholders or entities controlled by the
stockholders) consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
---- ----
<S> <C> <C>
Alored Associates........................................... $212,465 $326,029
Keystone Mortgage Services Corporation...................... 300,000 200,000
Stockholders................................................ 150,000 220,000
-------- --------
$662,465 $746,029
======== ========
</TABLE>
Loans receivable have been reflected as a reduction of stockholders' equity
in the accompanying balance sheet.
In addition, the Company has guaranteed a bank loan of $641,041 for Alored
Associates as of December 31, 1997.
NOTE 7--RETIREMENT PLAN
The Company sponsors a non-contributory defined contribution profit-sharing
plan which covers all of its employees. Contributions to the plan are determined
by the Board of Directors annually. The amount of profit-sharing expense was
$120,000, $121,250 and $124,528 in 1995, 1996 and 1997, respectively.
NOTE 8--COMMITMENTS AND CONTINGENCIES
The Company is involved in various legal actions arising out of, and
incidental to, activities conducted in the normal course of business. In the
opinion of management, resolution of these matters will not have a material
effect on the Company's financial condition, results of operations or cash
flows.
NOTE 9--SUBSEQUENT EVENT
On February 10, 1998, the Company and its stockholders entered into a
merger agreement with UniCapital Corporation ("UniCapital") pursuant to which
UniCapital will acquire all of the outstanding shares of the Company's common
stock in exchange for cash and common stock of UniCapital, concurrent with the
consummation of the initial public offering of the common stock of UniCapital.
F-83
<PAGE> 195
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Matrix Funding Corporation
We have audited the accompanying consolidated balance sheet of Matrix
Funding Corporation and Subsidiary as of June 30, 1996 and 1997, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
years ended June 30, 1995, 1996 and 1997. 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 consolidated financial position of
Matrix Funding Corporation and Subsidiary as of June 30, 1996 and 1997, and the
results of their operations and their cash flows for the years ended June 30,
1995, 1996 and 1997, in conformity with generally accepted accounting
principles.
TANNER + CO.
Salt Lake City, Utah
August 8, 1997, except for
Notes 1, 3, 15 and 16 which
are dated January 17, 1998
F-84
<PAGE> 196
MATRIX FUNDING CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
------------------------- -------------
1996 1997 1998
----------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents............................. $ 1,659,673 $ 2,032,405 $ 5,155,938
Marketable securities................................. 38,500 450,814 1,013,418
Accounts receivable................................... 384,913 738,371 1,279,658
Income taxes receivable............................... 216,000 -- --
Net investment in direct financing leases............. 15,897,274 31,704,518 48,835,967
Net investment in leveraged leases.................... 5,925,962 6,161,942 --
Equipment under operating leases, net................. 2,018,434 1,626,147 886,359
Equipment held for lease.............................. 6,391,777 13,379,213 13,268,832
Property and equipment, net........................... 170,952 267,481 322,702
Other assets.......................................... 522,779 429,640 334,710
----------- ----------- -----------
Total assets................................... $33,226,264 $56,790,531 $71,097,584
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Recourse debt....................................... $ 5,022,466 $12,813,451 $10,452,458
Non-recourse debt................................... 16,310,098 28,606,561 41,457,013
Accounts payable and accrued expenses............... 799,606 2,884,892 3,693,560
Income taxes payable................................ -- 202,863 2,709,980
Deferred income taxes payable....................... 3,645,794 4,130,179 2,683,646
----------- ----------- -----------
Total liabilities.............................. 25,777,964 48,637,946 60,996,657
----------- ----------- -----------
Commitments and contingencies......................... -- -- --
Stockholders' equity:
7% Preferred stock, $1 par value; 20,000,000 shares
authorized, 5,603,936 shares, 5,540,058 shares,
and 5,540,058 shares issued and outstanding,
respectively..................................... 5,603,936 5,540,058 5,540,058
Common stock, $1 par value; 30,000,000 shares
authorized, 250,000 shares issued and
outstanding...................................... 250,000 250,000 255,000
Retained earnings................................... 1,594,364 2,302,277 4,038,232
Unrealized holding gain on marketable securities.... -- 60,250 267,637
----------- ----------- -----------
Total stockholders' equity....................... 7,448,300 8,152,585 10,100,927
----------- ----------- -----------
Total liabilities and stockholders' equity....... $33,226,264 $56,790,531 $71,097,584
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-85
<PAGE> 197
MATRIX FUNDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED JUNE 30, MARCH 31,
------------------------------------ ------------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Rental income from operating
leases.......................... $1,097,884 $1,061,674 $ 984,815 $ 625,875 $ 655,488
Finance income from direct
financing and leveraged
leases.......................... 1,375,617 2,331,381 6,704,763 4,716,111 7,693,976
Gain on sale of leases............ 1,728,857 1,033,853 1,070,389 595,084 1,510,875
Remarketing income................ 333,644 155,770 335,481 199,874 235,585
Other income...................... 172,709 333,069 147,842 99,301 138,330
---------- ---------- ---------- ---------- -----------
Total revenues............... 4,708,711 4,915,747 9,243,290 6,236,245 10,234,254
---------- ---------- ---------- ---------- -----------
Depreciation on equipment under
operating leases................ 897,213 805,147 834,632 524,502 552,313
Interest expense.................. 505,620 765,162 2,773,352 1,795,863 3,279,702
Selling, general and
administrative.................. 2,685,773 2,884,105 3,849,774 2,669,261 3,127,431
---------- ---------- ---------- ---------- -----------
Total expenses............... 4,088,606 4,454,414 7,457,758 4,989,626 6,959,446
---------- ---------- ---------- ---------- -----------
Income before income taxes........ 620,105 461,333 1,785,532 1,246,619 3,274,808
---------- ---------- ---------- ---------- -----------
Income taxes:
Current......................... -- (193,989) 256,927 179,380 2,694,533
Deferred........................ 229,857 363,981 410,531 291,520 (1,446,533)
---------- ---------- ---------- ---------- -----------
229,857 169,992 667,458 470,900 1,248,000
---------- ---------- ---------- ---------- -----------
Net income........................ $ 390,248 $ 291,341 $1,118,074 $ 775,719 $ 2,026,808
========== ========== ========== ========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-86
<PAGE> 198
MATRIX FUNDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
UNREALIZED
HOLDING
GAIN ON TOTAL
PREFERRED COMMON RETAINED MARKETABLE STOCKHOLDERS'
STOCK STOCK EARNINGS SECURITIES EQUITY
---------- -------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, July 1, 1994............... $4,878,500 $ 40,000 $2,148,348 $ -- $ 7,066,848
Redemption and retirement of
preferred stock................... (56,510) -- (13,490) -- (70,000)
Net income.......................... -- -- 390,248 -- 390,248
---------- -------- ---------- -------- -----------
Balance, June 30, 1995.............. 4,821,990 40,000 2,525,106 -- 7,387,096
Preferred stock dividend............ 845,824 -- (845,824) -- --
Common stock dividend............... -- 160,000 (160,000) -- --
Sale of common stock................ -- 50,000 -- -- 50,000
Redemption and retirement of
preferred stock................... (63,878) -- (20,122) -- (84,000)
Dividends paid...................... -- -- (196,137) -- (196,137)
Net income.......................... -- -- 291,341 -- 291,341
---------- -------- ---------- -------- -----------
Balance, June 30, 1996.............. 5,603,936 250,000 1,594,364 -- 7,448,300
Redemption and retirement of
preferred stock................... (63,878) -- (20,122) -- (84,000)
Dividends paid...................... -- -- (390,039) -- (390,039)
Net increase in unrealized holding
gain on marketable securities..... -- -- -- 60,250 60,250
Net income.......................... -- -- 1,118,074 -- 1,118,074
---------- -------- ---------- -------- -----------
Balance, June 30, 1997.............. 5,540,058 250,000 2,302,277 60,250 8,152,585
Issuance of common stock through
exercise of options (unaudited)... -- 5,000 -- -- 5,000
Dividends paid (unaudited).......... -- -- (290,853) -- (290,853)
Net increase in unrealized holding
gain on marketable securities
(unaudited)....................... -- -- -- 207,387 207,387
Net income (unaudited).............. -- -- 2,026,808 -- 2,026,808
---------- -------- ---------- -------- -----------
Balance, March 31, 1998
(unaudited)....................... $5,540,058 $255,000 $4,038,232 $267,637 $10,100,927
========== ======== ========== ======== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-87
<PAGE> 199
MATRIX FUNDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED JUNE 30, MARCH 31,
------------------------------------------ ---------------------------
1995 1996 1997 1997 1998
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................ $ 390,248 $ 291,341 $ 1,118,074 $ 775,719 $ 2,026,808
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation on operating leases................ 897,213 805,147 834,632 524,502 552,313
Depreciation of property and equipment.......... 80,843 74,283 66,061 46,090 58,566
Increase in allowance for doubtful accounts..... 100,000 20,000 39,312 69,383 20,000
Amortization of unearned income on leveraged
leases........................................ (624,131) (561,733) (507,988) (385,875) (241,643)
Amortization of unearned income on direct
financing leases.............................. (1,048,283) (1,021,694) (2,893,232) (2,095,787) (3,483,690)
Gain on sale of leases.......................... (1,728,857) (1,033,853) (1,070,389) (595,084) (1,510,875)
Deferred income taxes........................... 229,857 363,981 447,458 439,358 (1,446,533)
(Increase) decrease in:
Accounts receivable........................... (426,571) 130,814 (353,458) (234,234) (561,287)
Income taxes receivable....................... 90,952 (199,000) 216,000 198,863 --
Other assets.................................. 118,132 (106,876) 93,139 120,384 94,930
(Decrease) increase in:
Accounts payable and accrued expenses......... 44,437 (4,106) 2,085,286 831,689 808,668
Income taxes payable.......................... -- -- 202,863 -- 2,507,117
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in) operating
activities................................ (1,876,160) (1,241,696) 277,758 (304,992) (1,175,626)
------------ ------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of equipment subject to lease............... 21,551,884 10,392,365 20,263,728 16,773,992 23,309,529
Purchases of equipment subject to lease........... (23,708,136) (25,975,500) (51,124,814) (42,496,632) (42,797,809)
Payments received on direct financing leases...... 2,237,684 4,757,944 11,820,378 8,664,692 14,052,837
Increase in marketable securities................. -- (38,500) (315,137) (203,250) (355,217)
Purchase of property and equipment................ (84,903) (57,418) (162,590) (118,754) (113,787)
------------ ------------ ------------ ------------ ------------
Net cash used in investing activities....... (3,471) (10,921,109) (19,518,435) (17,379,952) (5,904,447)
------------ ------------ ------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt borrowings......................... 2,233,707 12,379,909 20,584,954 16,586,762 22,602,794
Net increase (decrease) in line of credit......... 3,043,800 714,593 7,793,325 5,771,233 (2,188,572)
Principal payments on long-term debt.............. (2,732,035) (1,246,376) (8,290,831) (5,181,725) (9,924,763)
Cash dividends paid............................... -- (196,137) (390,039) (293,088) (290,853)
Repurchase of preferred stock (70,000) (84,000) (84,000) (84,000) --
Issuance of common stock for cash................. -- 50,000 -- -- 5,000
------------ ------------ ------------ ------------ ------------
Net cash provided by financing activities... 2,475,472 11,617,989 19,613,409 16,799,182 10,203,606
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents....................................... 595,841 (544,816) 372,732 (885,762) 3,123,533
Cash and cash equivalents, beginning of period...... 1,608,648 2,204,489 1,659,673 1,659,673 2,032,405
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents, end of period............ $ 2,204,489 $ 1,659,673 $ 2,032,405 $ 773,911 $ 5,155,938
============ ============ ============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid................................... $ 519,620 $ 752,162 $ 2,663,351 $ 1,755,863 $ 3,174,702
============ ============ ============ ============ ============
Income taxes paid............................... $ 1,035 $ 1,135 $ -- $ -- $ 329,215
============ ============ ============ ============ ============
NONCASH INVESTING AND FINANCING ACTIVITIES CONSISTED
OF THE FOLLOWING:
Increase in unrealized holding gain on marketable
securities...................................... $ -- $ -- $ 97,177 $ -- $ 354,854
Effect on deferred income taxes................... -- -- (36,927) -- (147,467)
------------ ------------ ------------ ------------ ------------
Net unrealized holding gain on marketable
securities.................................. $ -- $ -- $ 60,250 $ -- $ 207,387
============ ============ ============ ============ ============
</TABLE>
During the nine months ended March 31, 1998, $376,420 of the proceeds of a
leveraged lease sale is included in accounts receivable.
See accompanying notes to consolidated financial statements.
F-88
<PAGE> 200
MATRIX FUNDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995, 1996, AND 1997
NOTE--1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and consolidation. Matrix Funding Corporation and Subsidiary,
(the Company) are primarily engaged in the business of leasing personal
property. Upon origination of the leases, the Company either sells the leases to
unrelated third parties or retains the leases for its own portfolio.
The consolidated financial statements include the accounts and activity of
Matrix Funding Corporation and its wholly owned subsidiary, Matcan Leasing, Inc.
All intercompany amounts have been eliminated in the consolidation.
Concentration of credit risk. Financial instruments which potentially
subject the Company to concentration of credit risk consist primarily of
investments in leases and receivables. The Company performs ongoing evaluations
of its lease investments and receivables and maintains allowances for possible
losses which, when realized, have been within the range of management's
expectations.
The Company maintains its cash in bank deposit accounts which, at times,
may exceed federally insured limits. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on cash and cash equivalents.
Cash and cash equivalents. For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments with an original maturity
of three months or less to be cash equivalents
Marketable securities. The Company classifies its marketable debt and
equity securities as "held to maturity" if it has the positive intent and
ability to hold the securities to maturity. All other marketable debt and equity
securities are classified as "available for sale." Securities classified as
"available for sale" are carried in the financial statements at fair value.
Realized gains and losses, determined using the specific identification method,
are included in earnings; unrealized holding gains and losses are reported as a
separate component of stockholders' equity. Securities classified as held to
maturity are carried at amortized cost. For both categories of securities,
declines in fair value below amortized cost that are other than temporary are
included in earnings.
Investments in leases. Investments in leases consist of direct financing
leases, leveraged leases and operating leases with terms ranging from 2 to 10
years. Income on direct financing leases is recognized by a method which
produces a constant periodic rate of return on the outstanding investment in the
lease. Income on leveraged leases is recognized by a method which produces a
constant rate of return on the outstanding investment in the lease in the years
in which the net investment is positive. Initial direct costs are deferred and
amortized over the lease period. Leveraged lease assets acquired by the Company
are financed primarily through nonrecourse loans from third party debt
participants. These loans are secured by the lessee's rental obligations and the
leased property. Equipment under operating leases is recorded at cost, net of
accumulated depreciation. Income from operating leases is recognized ratably
over the term of the leases.
Initial direct costs, including sales commissions, related to direct
financing leases, operating leases, and leveraged leases, are capitalized and
recorded as part of the net investment in leases and are amortized over the
lease term in the same ratio as income is recognized.
Residual values estimated by management based on past experience and
judgement, are recorded in the financial statements at the inception of each
direct financing lease and leveraged lease. The residual values for operating
leases are included in the leased equipment's net book value.
The Company evaluates residual values on an ongoing basis and records any
required changes. In accordance with generally accepted accounting principles,
no upward revision of residual values is made subsequent to the period of the
inception of the lease. Residual values for direct financing leases and
leveraged leases are recorded at their net present value and the unearned
interest is amortized over the lease term so as to produce a constant percentage
return on the net present value.
F-89
<PAGE> 201
MATRIX FUNDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE--1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Equipment held for lease. Equipment held for lease is valued at the lower
of specific unit cost or net realizable value and consists of equipment assigned
to lease contracts that are yet to commence.
Property and equipment. Property and equipment are recorded at cost, less
accumulated depreciation. Depreciation on property and equipment is determined
using the straight-line method over the estimated useful lives of the assets
ranging from 5 to 7 years. Expenditures for maintenance and repairs are expensed
when incurred.
Operating lease depreciation. The cost of equipment under operating leases
is depreciated using a straight-line method over the estimated useful lives of
the assets.
Accounting estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Significant estimates made by management
include the determination of the allowance for lease losses and residual values.
Actual amounts may differ from these estimates.
Income taxes. Deferred income taxes are provided in amounts sufficient to
give effect to temporary differences between financial and tax reporting,
principally related to lease accounting differences between book and tax methods
and a net operating loss carryforward.
Reclassifications. Certain amounts in the 1995 and 1996 financial
statements have been reclassified to conform with the 1997 presentation.
Unaudited financial information. The unaudited consolidated financial
statements presented include the accounts of Matrix Funding Corporation and
subsidiary, and include all adjustments (consisting of normal recurring items)
which are, in the opinion of management, necessary to present fairly the
financial position as of March 31, 1998 and the results of operations and cash
flows for the nine months ended March 31, 1997 and 1998. The results of
operations for the nine months ended March 31, 1998 are not necessarily
indicative of the results to be expected for the entire year.
NOTE--2 NET INVESTMENT IN DIRECT FINANCING LEASES
Direct financing leases expire through 2003. The lease agreements require
the lessee to pay normal maintenance, insurance, and taxes. The Company's net
investment in direct financing leases at June 30, 1996 and 1997 is summarized as
follows:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Total minimum lease payments to be received................. $17,524,190 $32,277,901
Less allowance of uncollectible............................. (190,000) (236,312)
----------- -----------
Net minimum lease payments receivable....................... 17,334,190 32,041,589
Estimated residual values of leased equipment............... 1,993,224 5,235,929
Less unearned income........................................ (3,430,140) (5,573,000)
----------- -----------
Net investment in direct financing leases................... $15,897,274 $31,704,518
=========== ===========
</TABLE>
F-90
<PAGE> 202
MATRIX FUNDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE--2 NET INVESTMENT IN DIRECT FINANCING LEASES (CONTINUED)
The future minimum lease payments due the Company under direct financing
leases, which have initial noncancellable lease terms in excess of one year at
June 30, 1997, are summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDING JUNE 30,
- ---------------------
<S> <C>
1998........................................... $13,001,363
1999........................................... 10,822,704
2000........................................... 5,597,056
2001........................................... 1,823,125
2002........................................... 896,053
Thereafter..................................... 137,600
-----------
$32,277,901
===========
</TABLE>
NOTE--3 NET INVESTMENT IN LEVERAGED LEASES
At June 30, 1996 and 1997, the Company is the lessor of equipment accounted
for as leveraged leases expiring in various years through 2003. The Company's
aggregate equity investment represented 8 percent of the purchase price; the
remaining 92 percent was furnished by third party financing in the form of
long-term debt that provides for no recourse against the Company and is secured
by a first lien on the property. The debt is payable in aggregate monthly
installments of $362,459 with interest ranging from 8.00 to 11.00 percent. At
the end of the lease term, the equipment is turned back to the Company. The
aggregate residual balance at that time is estimated to be 18.75 percent of
cost.
For income tax purposes, the Company has the benefit of tax deductions for
depreciation on the leased assets and for interest on the long-term debt. During
the early years of the leases, those deductions generally exceed rental income
from the related lease and are available to be applied against the Company's
other income. In the later years of the leases, rental income will exceed the
deductions and taxes will be payable. Deferred income taxes are provided to
reflect this reversal.
During the six months ended December 31, 1997 the Company sold its
investment in leveraged leases for $5,925,289 and realized a loss for financial
statements of $352,593.
The Company's net investment in leveraged leases at June 30, 1996, and 1997
is summarized as follows:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Lease receivable (net of principal and interest on
nonrecourse notes)........................................ $ 4,001,325 $ 3,788,020
Less allowance for uncollectible............................ (7,000) --
----------- -----------
Net leases receivable....................................... 3,994,325 3,788,020
Estimated residual value of leased equipment................ 6,115,401 6,071,803
Less unearned income........................................ (4,183,764) (3,697,881)
----------- -----------
Net investment in leveraged leases.......................... 5,925,962 6,161,942
Less deferred income taxes arising from leveraged leases.... (2,856,480) (3,125,577)
----------- -----------
Net investment in leveraged leases after deferred income
taxes..................................................... $ 3,069,482 $ 3,036,365
=========== ===========
</TABLE>
F-91
<PAGE> 203
MATRIX FUNDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE--4 EQUIPMENT UNDER OPERATING LEASES
Equipment under operating leases consists of the following:
<TABLE>
<CAPTION>
JUNE 30,
-------------------------
1996 1997
----------- -----------
<S> <C> <C>
Equipment under lease....................................... $ 3,220,785 $ 3,207,254
Accumulated depreciation.................................... (1,202,351) (1,581,107)
----------- -----------
$ 2,018,434 $ 1,626,147
=========== ===========
</TABLE>
The future minimum lease payments due the Company under operating leases
that have initial noncancellable lease terms in excess of one year at June 30,
1997, are summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDING JUNE 30,
- ---------------------
<S> <C>
1998.................................................... $ 877,800
1999.................................................... 261,568
----------
$1,139,368
==========
</TABLE>
The original lease terms run from two to five years and require the lessee
to pay normal maintenance, insurance, and taxes.
NOTE--5 PROPERTY AND EQUIPMENT
Property and equipment consist of the following as of June 30:
<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
Furniture and fixtures................................. $ 274,232 $ 271,682
Vehicles............................................... 88,438 92,437
Leasehold improvements................................. 1,291 12,344
--------- ---------
363,961 376,463
Accumulated depreciation............................... (193,009) (108,982)
--------- ---------
$ 170,952 $ 267,481
========= =========
</TABLE>
F-92
<PAGE> 204
MATRIX FUNDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE--6 RECOURSE AND NONRECOURSE DEBT
Recourse and nonrecourse debt payable is summarized as follows:
<TABLE>
<CAPTION>
JUNE 30,
-------------------------
1996 1997
----------- -----------
<S> <C> <C>
Notes payable to financial institutions, corporations, and
others, with interest rates ranging from 6.13% to 12%,
secured by equipment subject to certain operating and
direct financing leases................................... $17,574,172 $29,868,295
Revolving lines of credit with a base amount of $10 million
(June 1997, $15 million December 1997) (due October 31,
1999) plus an additional $5.2 million (due June 30, 1997)
approved for a specific transaction, payable to a bank,
interest rate equal to the bank's prime rate (8.5% at June
30, 1997), secured by certain equipment held for lease.... 3,758,392 11,551,717
Line of credit with a $3 million base due January 31, 1998,
interest at prime rate, secured by certain equipment...... -- --
----------- -----------
Total....................................................... $21,332,564 $41,420,012
Less recourse portion....................................... 5,022,466 12,813,451
----------- -----------
$16,310,098 $28,606,561
=========== ===========
</TABLE>
Maturities of notes payable are summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDING JUNE 30:
- ---------------------
<S> <C>
1998...................................................... $23,103,102
1999...................................................... 10,250,242
2000...................................................... 5,012,576
2001...................................................... 1,765,535
2002...................................................... 1,024,873
Thereafter................................................ 263,684
-----------
$41,420,012
===========
</TABLE>
NOTE--7 PREFERRED STOCK
The preferred stockholders are entitled to an appropriation of retained
earnings at an annual rate of seven percent of the par value of preferred stock
reduced dollar-for-dollar by the amount the Company's net income for such year
is less than the seven percent amount.
All shares of preferred stock are subject, at the option of the Company's
Board of Directors, to redemption at anytime after issuance at a price of one
dollar per share and the sum of any accrued but unpaid dividends and other
amounts attributable to the preferred stock as required by formula under the
Articles of Domestication.
In the event of any consolidation or merger of the Company, or sale or
transfer of all of its assets, or in the event of any liquidation or dissolution
or winding up of the corporation, whether voluntary or involuntary, the holders
of preferred stock shall be entitled to be paid in full the sum of the par value
of their shares, accrued dividends, allocated retained earnings, and other
agreed to amounts.
F-93
<PAGE> 205
MATRIX FUNDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE--8 UNREALIZED HOLDING GAIN ON MARKETABLE SECURITIES
The unrealized holding gain or marketable securities consists of the
following:
<TABLE>
<CAPTION>
JUNE 30,
--------------------
1996 1997
-------- ---------
<S> <C> <C>
Market value of available for sale securities............... $ 38,500 $ 450,814
Less cost of securities..................................... (38,500) (353,637)
-------- ---------
Unrealized holding gain on marketable securities............ -- 97,177
Less deferred tax effect.................................... -- (36,927)
-------- ---------
Net unrealized holding gain on marketable securities........ $ -- $ 60,250
======== =========
</TABLE>
NOTE--9 INCOME TAXES
The provision for income taxes is different from the amount which would be
provided by applying the statutory federal income tax rate for the following
reasons:
<TABLE>
<CAPTION>
YEAR ENDED
JUNE 30,
------------------------------
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
Federal income tax provision at statutory rate.............. $212,886 $156,853 $607,000
State income taxes.......................................... -- 1,100 60,000
Officers' life insurance and meals and entertainment
limitations............................................... 18,950 15,290 14,000
Other....................................................... (1,979) (3,251) (13,542)
-------- -------- --------
$229,857 $169,992 $667,458
======== ======== ========
</TABLE>
Deferred income taxes are principally related to lease accounting
differences between book and tax methods, accrued liabilities and allowances
which are not deductible until paid or realized for tax purposes, a net
operating loss carryforward and tax credit carryforwards.
At June 30, 1997, the Company has a net operating loss carryforward
available to offset future taxable income of approximately $1,800,000, which
will begin to expire in 2011. The utilization of the net operating loss
carryforward is dependent upon the tax laws in effect at the time the net
operating loss carryforward can be utilized. A change in ownership may reduce
the amount of loss allowable.
The Company also has general business and other tax credit carryforwards.
The general business credit expires in 2001.
NOTE--10 RELATED PARTY TRANSACTIONS
At June 30, 1996 and 1997, amounts due from shareholders and a company
controlled by certain shareholders totaled $104,971 and $99,971, respectively.
These amounts are included in receivables on the balance sheet.
NOTE--11 EMPLOYEE BENEFIT PLANS
The Company has adopted a 401(k) Plan for all employees who meet the plan's
eligibility requirements. The Company made matching contributions to the plan of
approximately $34,535, $46,100, and $53,600 during the years ended June 30,
1995, 1996, and 1997, respectively.
The Company has established a profit sharing plan which covers all
employees who meet the plan's eligibility requirements. Contributions to the
plan are at the discretion of the Board of Directors. Contributions to
F-94
<PAGE> 206
MATRIX FUNDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE--11 EMPLOYEE BENEFIT PLANS (CONTINUED)
the plan for the years ended June 30, 1995, 1996, and 1997 were approximately
$60,000, $50,000, and $60,000, respectively.
NOTE--12 DEFERRED COMPENSATION PLAN
The Company has a non-qualified deferred compensation plan for certain
executives, officers, and key employees. Under the terms of the plan, the
Company, by authorization of its Board of Directors, may elect to contribute an
amount to the plan in addition to the compensation elected to be deferred by
participants in the plan. Each participant's account is credited with a uniform
interest rate of 8%, compounded monthly. Plan participants elected to defer
approximately $-0-, $57,750, and $304,000 of compensation for the years ended
June 30, 1995, 1996, and 1997, respectively, and the Company accrued interest
thereon at 8%.
NOTE--13 COMMITMENTS AND CONTINGENCIES
Stock Repurchase Agreement. The Company has a stock repurchase agreement,
funded by life insurance policies, whereby it is obligated to acquire all shares
of common and preferred stock upon the death of a stockholder. The purchase
price for common stock is subject to change annually upon agreement of the
stockholders. The most recent agreed upon price is $5.00 per common share. The
purchase price for preferred stock is equal to $1.00 per share plus, a) accrued
but unpaid dividends attributable to each share, and b) the proportionate share
of retained earnings pertaining to each share.
Operating leases. The Company is obligated under certain operating leases
for office and storage space. Total lease expense for the years ended June 30,
1995, 1996, and 1997 was approximately $97,000, $132,000, and $153,000,
respectively. Future minimum lease payments under noncancellable operating
leases with initial terms of one year or more are as follows at June 30, 1997:
<TABLE>
<CAPTION>
YEARS ENDING JUNE 30,
- ---------------------
<S> <C>
1998........................................................ $168,146
1999........................................................ 171,217
2000........................................................ 171,807
2001........................................................ 156,057
2002........................................................ 50,269
--------
$717,496
========
</TABLE>
NOTE--14 FINANCIAL INSTRUMENTS
None of the Company's financial instruments are held for trading purposes.
The Company estimates that the fair value of all financial instruments at June
30, 1996 and 1997 does not differ materially from the aggregate carrying values
of its financial instruments recorded in the accompanying balance sheet. The
estimated fair value amounts have been determined by the Company using available
market information and appropriate valuation methodologies. Considerable
judgement is necessarily required in interpreting market data to develop the
estimates of fair value, and, accordingly, the estimates are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange.
NOTE--15 STOCK-BASED COMPENSATION
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS
123) which established financial accounting and reporting standards for
stock-based compensation. The new standard defines a fair value method of
accounting for an employee stock option or similar equity instrument. This
statement gives entities the choice between
F-95
<PAGE> 207
MATRIX FUNDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE--15 STOCK-BASED COMPENSATION (CONTINUED)
adopting the fair value method or continuing to use the intrinsic value method
under Accounting Principles Board (APB) Opinion No. 25 with footnote disclosures
of the pro forma effects if the fair value method had been adopted. The Company
has opted for the latter approach. Accordingly, no compensation expense has been
recognized for the stock option plans. Had compensation expense for the
Company's stock option plan been determined based on the fair value at the grant
date for awards in fiscal 1997 consistent with the provisions of FAS No. 123,
the Company's results of operations would have been reduced to the pro forma
amounts indicated below:
<TABLE>
<CAPTION>
JUNE 30, 1997
-------------
<S> <C>
Net Income--as reported..................................... $1,118,074
Net Income--pro forma....................................... $1,116,278
Earnings per share--as reported............................. $ 4.47
Earnings per share--pro forma............................... $ 4.47
</TABLE>
The fair value of each option grant is estimated in the date of grant using
the Black-Scholes option pricing model with the following assumptions:
<TABLE>
<CAPTION>
JUNE 30, 1997
-------------
<S> <C>
Expected dividend yield........................ $ --
Expected stock price volatility................ 0%
Risk-free interest rate........................ 4.5%
Expected life of options....................... 10 years
========
</TABLE>
The weighted average fair value of options granted during fiscal 1997 is
$.36.
In fiscal 1996, the Company did not grant any stock options nor were any
stock options outstanding, therefore, no information is presented for 1996.
The following table summarizes information about fixed stock options
outstanding at June 30, 1997:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------- -------------------------
WEIGHTED
AVERAGE
NUMBER REMAINING WEIGHTED NUMBER WEIGHTED
RANGE OF OUTSTANDING CONTRACTUAL AVERAGE EXERCISABLE AVERAGE
EXERCISE AT LIFE EXERCISE AT EXERCISE
PRICES 6/30/97 (YEARS) PRICE 6/30/97 PRICE
- --------- ----------- ----------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
$1.00 5,000 9.5 $1.00 5,000 $1.00
</TABLE>
NOTE--16 SUBSEQUENT EVENT
The Company has entered into a letter of intent on November 17, 1997 to
merge with another company. Completion of the merger is contingent upon certain
requirements being met by both parties.
F-96
<PAGE> 208
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners of
Merrimac Financial Associates
In our opinion, the accompanying balance sheet and the related statements
of operations, of partners' capital and of cash flows present fairly, in all
material respects, the financial position of Merrimac Financial Associates (a
partnership) at December 31, 1997, and the results of its operations and its
cash flows for each of the two years in the period then ended, 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
Ft. Lauderdale, Florida
January 15, 1998
F-97
<PAGE> 209
MERRIMAC FINANCIAL ASSOCIATES
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
1997 MARCH 31, 1998
-------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash........................................................ $ 196,904 $ 143,172
Accounts receivable......................................... 238,273 231,946
Net investment in direct financing leases................... 12,109,579 11,995,807
Prepaid expenses and other assets........................... 40,199 68,989
Property and equipment, net of accumulated depreciation of
$66,901................................................... 19,790 18,200
----------- -----------
Total assets........................................... $12,604,745 $12,458,114
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Note payable--recourse...................................... $ 9,494,965 $12,113,418
Accounts payable and accrued expenses....................... 59,222 61,333
Deposits and payments received in advance................... 121,438 95,562
----------- -----------
Total liabilities...................................... 9,675,625 12,270,313
Commitments (Note 6)
Partners' capital........................................... 2,929,120 187,801
----------- -----------
Total liabilities and partners' capital................ $12,604,745 $12,458,114
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-98
<PAGE> 210
MERRIMAC FINANCIAL ASSOCIATES
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------- --------------------
1996 1997 1997 1998
---------- ---------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Finance income from direct financing leases.... $1,976,844 $1,930,375 $476,570 $470,136
Other income................................... 198,935 148,854 38,016 35,635
---------- ---------- -------- --------
Total revenues............................ 2,175,779 2,079,229 514,586 505,771
---------- ---------- -------- --------
Interest expense............................... 683,412 663,407 160,676 164,946
Selling, general and administrative............ 813,125 805,125 186,725 201,220
---------- ---------- -------- --------
Total expenses............................ 1,496,537 1,468,532 347,401 366,166
---------- ---------- -------- --------
Net income..................................... $ 679,242 $ 610,697 $167,185 $139,605
========== ========== ======== ========
Unaudited pro forma information (see Note 2):
Pro forma net income before income taxes..... $ 679,242 $ 610,697 $167,185 $139,605
Pro forma provision for income taxes......... 288,000 260,000 71,000 59,000
---------- ---------- -------- --------
Pro forma net income......................... $ 391,242 $ 350,697 $ 96,185 $ 80,605
========== ========== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-99
<PAGE> 211
MERRIMAC FINANCIAL ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL
<TABLE>
<S> <C>
Partners' capital, January 1, 1996.......................... $2,271,158
Net income.................................................. 679,242
Partners' distributions..................................... (296,500)
----------
Partners' capital, December 31, 1996........................ 2,653,900
Net income.................................................. 610,697
Partners' distributions..................................... (335,477)
----------
Partners' capital, December 31, 1997........................ 2,929,120
Net income (unaudited)...................................... 139,605
Partners' distributions (unaudited)......................... (2,880,924)
----------
Partners' capital, March 31, 1998 (unaudited)............... $ 187,801
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-100
<PAGE> 212
MERRIMAC FINANCIAL ASSOCIATES
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
--------------------------- ----------------------------
1996 1997 1997 1998
------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income.......................... $ 679,242 $ 610,697 $ 167,185 $ 139,605
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation..................... 6,037 5,748 1,436 1,590
Provision for lease losses....... 162,624 98,702 13,203 28,833
Changes in operating assets and
liabilities:
Accounts receivable.............. (502) (1,687) (28,257) 6,326
Prepaid expenses and other
assets......................... (19,788) 10,626 (2,927) (28,790)
Accounts payable and accrued
expenses....................... 32,367 (38,985) (62,188) 2,111
Deposits and payments received in
advance........................ (20,530) (58,594) (23,955) (25,876)
------------ ------------ ----------- -----------
Net cash provided by operating
activities.......................... 839,450 626,507 64,497 123,799
------------ ------------ ----------- -----------
Cash flows from investing activities:
Investment in direct financing
leases........................... (9,421,331) (8,928,933) (2,137,085) (2,193,807)
Collection of direct financing
leases, net of finance income
earned........................... 9,468,657 8,637,090 2,107,343 2,256,703
Purchases of property and
equipment........................ (2,944) (8,907) -- --
------------ ------------ ----------- -----------
Net cash provided by (used in)
investing activities................ 44,382 (300,750) (29,742) 62,896
------------ ------------ ----------- -----------
Cash flows from financing activities:
Proceeds from notes payable......... 11,544,895 12,113,364 2,754,339 5,401,540
Repayment of notes payable.......... (12,048,081) (12,039,037) (2,761,264) (2,761,043)
Distributions to partners........... (296,500) (335,477) (100,415) (2,880,924)
------------ ------------ ----------- -----------
Net cash used in financing
activities.......................... (799,686) (261,150) (107,340) (240,427)
------------ ------------ ----------- -----------
Net increase in cash.................. 84,146 64,607 (72,585) (53,732)
Cash at beginning of year............. 48,151 132,297 132,297 196,904
------------ ------------ ----------- -----------
Cash at end of year................... $ 132,297 $ 196,904 $ 59,712 $ 143,172
============ ============ =========== ===========
Supplemental disclosure of cash flow
information:
Cash paid for:
Interest......................... $ 659,326 $ 685,049 $ 176,104 $ 160,679
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-101
<PAGE> 213
MERRIMAC FINANCIAL ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
NOTE 1--NATURE OF OPERATIONS
Merrimac Financial Associates (the "Partnership") was organized January 1,
1984 in the State of Massachusetts. Its principal business activity is leasing
vending, amusement and coffee service equipment.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of receivables and direct financing
leases, and depreciation.
Accounts receivable. Accounts receivable primarily consists of claims due
from equipment distributors pursuant to recourse provisions of certain
agreements with distributors, unpaid late fees and documentation fees assessed
at the inception of a new lease.
Direct financing leases. The Partnership invests in leases classified as
direct financing leases. The Partnership's net investment in direct financing
leases includes the gross rentals receivable and unearned finance income.
Unearned finance income represents the excess of the total receivable over the
cost of equipment or contract acquired. Revenue from direct financing leases is
recognized over the lease term using a method which approximates a level rate of
return on the net investment in the lease.
The Partnership's lease terms generally provide for full payment of the net
investment in the lease through minimum lease payments. The leases provide that
the lessee pay taxes, insurance and maintenance costs of the underlying
equipment.
The Partnership in most instances has agreements with certain distributors
of vending, amusement and coffee service equipment that provide the Partnership
recourse to such distributors in the event of default by the lessee.
Depreciation. Property and equipment are depreciated using the
straight-line method over an estimated five year useful life.
Income taxes. Merrimac Financial Associates is a partnership and, as such,
is not subject to federal or state income taxation; accordingly, no provision
for income taxes is reflected in the accompanying financial statements. However,
the individual partners are responsible for federal and state taxes on their
respective shares of taxable income.
There are differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities primarily related to the
Company's allowance for lease losses. At December 31, 1997, the Partnership's
net assets for financial reporting purposes is less than the tax basis by
approximately $239,000. In connection with the proposed merger with UniCapital
Corporation discussed in Note 7, the Company's tax exempt status will terminate
and the tax effect of the net difference between the book and tax bases of net
assets at that date will be recorded in the financial statements.
The unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Partnership had been
subject to federal and state income taxes for all periods presented.
Unaudited interim financial information. The interim financial data as of
March 31, 1998 and for the three months ended March 31, 1997 and 1998 is
unaudited; however, in the opinion of the Company, the interim data
F-102
<PAGE> 214
MERRIMAC FINANCIAL ASSOCIATES
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
includes all adjustments, consisting only of normal recurring adjustments,
necessary for a fair statement of the financial position and results of
operations and of cash flows for the interim periods. Such interim financial
data is not necessarily indicative of results for the entire fiscal year
including such interim periods.
Fair value of financial instruments. The carrying value of the
Partnership's financial instruments, including cash, accounts receivable, and
accounts payable approximate fair value because of the short maturity of these
instruments. The carrying value of notes payable approximates fair value based
upon comparability of market rates for similar instruments.
NOTE 3--RELATED PARTY TRANSACTIONS
Master Financial Associates, a related partnership having certain partners
which are also partners of the Partnership, paid administrative fees to the
Partnership of $61,552 and $30,160 for the years ended December 31, 1996 and
1997, respectively, for servicing the liquidation of certain lease portfolios
totaling approximately $205,000 at December 31, 1997. Such fees are included in
other income in the accompanying Statement of Operations.
NOTE 4--LEASING TRANSACTIONS
Direct financing leases. Direct financing leases consist principally of
vending, amusement and coffee service equipment with terms ranging to five
years. The components of the Partnership's net investment in direct financing
leases at December 31, 1997 were as follows:
<TABLE>
<S> <C>
Future minimum rentals receivable........................... $14,313,060
Unearned finance income..................................... (1,958,834)
-----------
12,354,226
Allowance for lease losses.................................. (244,647)
-----------
$12,109,579
===========
</TABLE>
Future minimum rentals receivable represent earning assets held by the
Partnership which are generally due in monthly installments over original
periods ranging to 60 months. Future minimum rentals receivable under direct
financing leases were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998......................................................... $ 8,509,190
1999............................................................. 4,272,693
2000............................................................. 1,418,972
2001............................................................. 75,558
2002............................................................. 36,647
-----------
$14,313,060
===========
</TABLE>
F-103
<PAGE> 215
MERRIMAC FINANCIAL ASSOCIATES
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 4--LEASING TRANSACTIONS (CONTINUED)
The components of the Partnership's allowance for lease losses for the
years ended December 31, 1996 and 1997 were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1997
---------- ----------
<S> <C> <C>
Allowance for lease losses, beginning................ $ 181,599 $ 239,505
Provision for lease losses........................... 162,624 98,702
Leases written off................................... (104,718) (93,560)
--------- ---------
Allowance for lease losses, ending................... $ 239,505 $ 244,647
========= =========
</TABLE>
Significant concentration. The majority of the Partnership's net lease
receivables are collateralized by vending equipment of which approximately 31%
of the portfolio at December 31, 1997 related to equipment acquired from three
distributors individually comprising 11%, 10% and 10% of the total net lease
receivables, respectively.
NOTE 5--NOTE PAYABLE
Note payable at December 31, 1997 consisted of the following:
<TABLE>
<S> <C>
$10,000,000 revolving line of credit with a financial
institution, maturing May 31,1999, payable as follows:
Borrowings outstanding at 30 day LIBOR rate plus 1.25%,
7.14% at December 31, 1997............................. $9,200,000
Borrowings outstanding at Prime Rate, 8.50% at December
31, 1997............................................... 294,965
----------
$9,494,965
==========
</TABLE>
Line of credit. The $10,000,000 line of credit is collateralized by all of
the Partnership's assets and guaranteed jointly and severally by the partners.
The amount of outstanding debt bearing interest at LIBOR plus 1.25% is
determined by management and may be selected from time to time from the 30 or 90
day LIBOR rate plus 1.25%, and the rate is thereafter established for 30 or 90
days, respectively. Interest on outstanding borrowings is payable monthly. The
Partnership also pays a commitment fee equal to 0.25% of the unused portion of
the revolving line, payable quarterly. The maximum amounts outstanding were
$10,339,000 and $9,770,000 during the years ended December 31, 1996 and 1997,
respectively.
The terms of the revolving line of credit agreement contain restrictions,
among others, as to the maintenance of asset quality, debt-to-worth ratios,
allowance for lease losses, profitability standards and interest coverage.
Partnership distributions can be made only for the purpose of satisfying
partners' federal and state income taxes on the Partnership taxable income
allocated to each partner. As of December 31, 1997, the Partnership was in
compliance with the restrictive covenants.
The revolving credit agreement also accelerates the maturity of the entire
outstanding balance with resultant termination of the line in the event the
Partnership is not owned 100% by the current partners. Accordingly, the loan
will be paid or refinanced at the time the Partnership is acquired, as discussed
in Note 7.
F-104
<PAGE> 216
MERRIMAC FINANCIAL ASSOCIATES
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 6--COMMITMENTS
The Partnership leases office space from a related entity with common
ownership under a lease agreement through 2001. Rent expense was $60,000 for the
years ended December 31, 1996 and 1997, respectively. Future minimum rental
payments under the lease agreement were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $ 60,000
1999........................................................ 60,000
2000........................................................ 60,000
2001........................................................ 60,000
--------
$240,000
========
</TABLE>
NOTE 7--SUBSEQUENT EVENTS (UNAUDITED)
The Partnership and its partners have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding interests in the Partnership in exchange for common stock of
UniCapital and satisfaction of the indebtedness discussed below, concurrent with
the consummation of the initial public offering of the common stock of
UniCapital.
On January 21, 1998, the Partnership made capital distributions to its
partners of approximately $2.8 million, funded by increased bank borrowings by
the Partnership.
F-105
<PAGE> 217
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Municipal Capital Markets Group, Inc.
We have audited the accompanying balance sheets of Municipal Capital
Markets Group, Inc. as of December 31, 1996 and 1997, and the related statements
of operations, stockholders' equity and cash flows for each of the three years
in the period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the 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 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 Municipal Capital Markets
Group, Inc. as of December 31, 1996 and 1997, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.
Grant Thornton LLP
Dallas, Texas
January 9, 1998
F-106
<PAGE> 218
MUNICIPAL CAPITAL MARKETS GROUP, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------- -----------
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents................................... $325,500 $464,316 $153,719
Accounts receivable......................................... 6,709 37,500 --
Property and equipment, net................................. 7,720 8,740 11,185
Receivable from stockholders................................ -- 39,700 --
Investments................................................. -- 114,162 147,756
Other assets................................................ 4,722 4,825 7,753
-------- -------- --------
Total assets...................................... $344,651 $669,243 $320,413
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses..................... $ 22,905 $ 28,560 $ 28,776
Dividend payable.......................................... -- 289,700 --
-------- -------- --------
Total liabilities...................................... 22,905 318,260 28,776
-------- -------- --------
Stockholders' equity:
Common stock--authorized, 1,000,000 shares of $1 par
value; 1,000 shares issued and outstanding............. 1,000 1,000 1,000
Additional paid-in capital.................................. 41,000 41,000 41,000
Retained earnings........................................... 279,746 308,983 249,637
-------- -------- --------
Total stockholders' equity........................ 321,746 350,983 291,637
-------- -------- --------
Total liabilities and stockholders' equity........ $344,651 $669,243 $320,413
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-107
<PAGE> 219
MUNICIPAL CAPITAL MARKETS GROUP, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------------ --------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Underwriting and advisory fee income........ $ 781,989 $1,481,829 $3,358,328 $477,097 $ --
Brokerage fees.............................. -- -- 789,643 -- --
Management fee income 146,904 184,136 164,490 45,028 32,680
Mutual fund fee income...................... -- 104,002 102,046 31,833 38,508
Consulting fees............................. 200,000 -- -- -- --
Interest and other income................... 42,931 42,543 82,972 47,722 36,625
---------- ---------- ---------- -------- ---------
Total revenues....................... 1,171,824 1,812,510 4,497,479 601,680 107,813
---------- ---------- ---------- -------- ---------
Commissions................................. 809,368 1,185,831 3,077,166 346,960 30,444
Underwriting expenses....................... 119,059 219,945 726,463 140,392 13,238
Management fee expense...................... 103,833 123,561 108,983 31,490 22,744
Selling, general and administrative......... 235,454 214,960 265,930 49,843 100,733
---------- ---------- ---------- -------- ---------
Total expenses 1,267,714 1,744,297 4,178,542 568,685 167,159
---------- ---------- ---------- -------- ---------
Net earnings (loss).................. $ (95,890) $ 68,213 $ 318,937 $ 32,995 $ (59,346)
========== ========== ========== ======== =========
Unaudited pro forma information (Note 1):
Pro forma earnings (loss) before income
taxes..................................... $ (95,890) $ 68,213 $ 318,937 $ 32,995 $ (59,346)
Pro forma income tax benefit (expense)...... 25,940 (12,258) (111,904) (4,949) 24,712
---------- ---------- ---------- -------- ---------
Pro forma net earnings (loss)........ $ (69,950) $ 55,955 $ 207,033 $ 28,046 $ (34,634)
========== ========== ========== ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-108
<PAGE> 220
MUNICIPAL CAPITAL MARKETS GROUP, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
---------------- PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
------- ------ ---------- --------- -------------
<S> <C> <C> <C> <C> <C>
Balances at January 1, 1995.................. 1,000 $1,000 $41,000 $ 307,423 $ 349,423
Net loss..................................... -- -- -- (95,890) (95,890)
----- ------ ------- --------- ---------
Balances at December 31, 1995................ 1,000 1,000 41,000 211,533 253,533
Net earnings................................. -- -- -- 68,213 68,213
----- ------ ------- --------- ---------
Balances at December 31, 1996................ 1,000 1,000 41,000 279,746 321,746
Cash dividends declared...................... -- -- -- (289,700) (289,700)
Net earnings................................. -- -- -- 318,937 318,937
----- ------ ------- --------- ---------
Balances at December 31, 1997................ 1,000 1,000 41,000 308,983 350,983
Net loss (unaudited)......................... -- -- -- (59,346) (59,346)
----- ------ ------- --------- ---------
Balances at March 31, 1998 (unaudited)....... 1,000 $1,000 $41,000 $ 249,637 $ 291,637
===== ====== ======= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-109
<PAGE> 221
MUNICIPAL CAPITAL MARKETS GROUP, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
--------------------------------------------- -----------------------------
1995 1996 1997 1997 1998
------------- ------------- ------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net earnings (loss)......... $ (95,890) $ 68,213 $ 318,937 $ 32,995 $ (59,346)
Adjustments to reconcile net
earnings (loss) to net
cash provided by (used in)
operating activities:
Depreciation.............. 14,665 14,304 9,335 3,576 600
Unrealized (gain)/loss on
securities.............. -- -- 3,647 -- (33,594)
Noncash underwriting
income.................. -- -- (39,700) -- --
Changes in operating
assets and liabilities
Other assets............ 18,166 9,702 (103) (2,186) (2,928)
Accounts receivable..... -- (6,709) (30,791) (83,291) 37,500
Receivable from
stockholders......... -- -- -- -- 39,700
Accounts payable and
accrued expenses..... 7,327 10,088 5,655 (10,805) 216
------------- ------------- ------------- ------------- -------------
Net cash provided by (used in)
operating activities........ (55,732) 95,598 266,980 (59,711) (17,852)
------------- ------------- ------------- ------------- -------------
Cash flows from investing
activities:
Capital expenditures........ (1,080) (1,703) (10,355) -- (3,045)
Purchase of securities...... -- -- (117,809) -- --
------------- ------------- ------------- ------------- -------------
Net cash used in investing
activities.................. (1,080) (1,703) (128,164) -- (3,045)
------------- ------------- ------------- ------------- -------------
Cash flows from financing
activities:
Dividends paid.............. -- -- -- -- (289,700)
Net increase (decrease) in
cash and cash equivalents... (56,812) 93,895 138,816 (59,711) (310,597)
Cash and cash equivalents at
beginning of period......... 288,417 231,605 325,500 325,500 464,316
------------- ------------- ------------- ------------- -------------
Cash and cash equivalents at
end of period............... $ 231,605 $ 325,500 $ 464,316 $ 265,789 $ 153,719
============= ============= ============= ============= =============
Supplemental disclosures of
noncash investing and
financing activities:
Receivable from stockholders
for sale of securities.... $ -- $ -- $ 39,700 $ -- $ --
============= ============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-110
<PAGE> 222
MUNICIPAL CAPITAL MARKETS GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1996 AND 1997
NOTE 1--SUMMARY OF ACCOUNTING POLICIES
The Company is registered with the Securities and Exchange Commission as a
securities broker/dealer. Its primary activity is underwriting tax-exempt
municipal bond and lease issues. A summary of the Company's significant
accounting policies applied in the preparation of the accompanying financial
statements follows.
Cash equivalents. For purposes of the statement of cash flows, all highly
liquid instruments purchased with a maturity of three months or less are
considered to be cash equivalents.
Securities. Securities are carried at market value. Transactions are
recorded on the trade date.
Depreciation and amortization. Depreciation and amortization are provided
for in amounts sufficient to relate the cost of depreciable assets to operations
over their estimated service lives. Furniture and equipment are being
depreciated by the straight-line method over five years.
Income taxes. Taxable income or loss from the operations of the Company is
reported in the personal tax returns of the stockholders pursuant to an election
under Subchapter S of the Internal Revenue Code. The unaudited pro forma income
tax information included in the statement of operations is presented in
accordance with Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes" as if the Company had been subject to federal income taxes for
all periods presented.
At December 31, 1997, the differences between the financial statement
carrying amounts and the tax bases of existing assets are not material. In
connection with the proposed merger with UniCapital Corporation contemplated
herein, the Company's S Corporation election will terminate, and the tax effect
of the net difference between the book and tax bases of net assets at that date
will be recorded in the financial statements.
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.
Unaudited interim financial information. The interim financial data as of
March 31, 1998 and for the three months ended March 31, 1997 and 1998 is
unaudited; however, in the opinion of the Company, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial position and results of operations and of
cash flows for the interim periods. Such interim financial data is not
necessarily indicative of results for the entire fiscal year including such
interim periods.
Reclassifications. Certain prior year account balances have been
reclassified to conform to the 1997 presentation.
NOTE 2--NET CAPITAL
Pursuant to Rule 15c 3-1 of the Securities Exchange Act of 1934, the
Company is required to maintain minimum net capital, as defined under such rule.
Under the above rules, the Company's "aggregate indebtedness," as defined,
cannot exceed 1500% of its "net capital," as defined, and net capital must be no
less than $100,000. Net capital and the related percentage may fluctuate on a
daily basis. At December 31, 1997, net capital was $234,632, and the percentage
of aggregate indebtedness to net capital was 135.6% Net capital in excess of
requirements was $134,632.
NOTE 3--RETIREMENT PLAN
Effective December 31, 1996, the Company established a Simplified Employee
Pension Plan for eligible employees. Company contributions are voluntary and at
the discretion of the Board of Directors. The Company's contribution expense was
$64,247 and $67,500 for the years ended December 31, 1996 and 1997,
respectively.
F-111
<PAGE> 223
MUNICIPAL CAPITAL MARKETS GROUP, INC.
DECEMBER 31, 1995, 1996 AND 1997
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--OPERATING LEASE
The Company conducts its operations in leased premises. At December 31,
1997, the minimum future rental payments remaining under leases which expire
through June 30, 1999 are as follows:
<TABLE>
<S> <C>
1998............................................... $33,272
1999............................................... 15,636
-------
$48,908
=======
</TABLE>
Rent expense for the years ended December 31, 1995, 1996 and 1997 was
approximately $31,000, $34,000 and $46,000, respectively. Rent expense of
approximately $31,000, $34,000 and $33,000 was reimbursed to the Company by its
officers for the years ended December 31, 1995, 1996 and 1997, respectively.
F-112
<PAGE> 224
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To The NSJ Group
In our opinion, the accompanying combined balance sheet and the related
statements of operations, of stockholders' equity and of cash flows present
fairly, in all material respects, the financial position of The NSJ Group 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
Ft. Lauderdale, Florida
January 21, 1998
F-113
<PAGE> 225
THE NSJ GROUP
COMBINED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- MARCH 31,
1996 1997 1998
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents............................ $ 107,841 $ 19,992 $ 51,351
Rents and accounts receivable........................ 51,500 1,038,796 30,213
Equipment held for sale or lease..................... -- 2,471,107 2,390,113
Equipment under operating leases, net................ 25,869,659 23,779,871 23,430,743
Investments in and advances to minority owned
affiliates......................................... 1,741,061 5,737,174 7,095,242
Due from uncombined related entities, net............ 848,226 400,225 460,549
Due from stockholders, net........................... 341,144 10,000 10,000
Deposits and other assets............................ 1,197,128 2,496,359 2,399,160
----------- ----------- -----------
Total assets.................................. $30,156,559 $35,953,524 $35,867,371
=========== =========== ===========
LIABILITIES AND COMBINED STOCKHOLDERS' EQUITY
Liabilities:
Nonrecourse obligations.............................. $26,172,489 $23,803,164 $22,681,207
Accounts payable and accrued expenses................ 400,031 538,876 666,684
Deposits, rents received in advance and other
credits............................................ 741,767 2,106,251 1,640,477
Other liabilities.................................... 448,031 2,446,087 3,612,326
----------- ----------- -----------
Total liabilities............................. 27,762,318 28,894,378 28,600,694
----------- ----------- -----------
Commitments (Notes 8 and 9).......................... -- -- --
Combined stockholders' equity:
Common stock, $1 par value, 1,000 shares
authorized, 667 shares issued and outstanding... 667 667 667
Common stock, $0 par value, 6,000 shares
authorized, 3,400 shares issued and
outstanding..................................... -- -- --
Contributed capital................................ 2,316,104 2,566,142 2,566,142
Retained earnings.................................. 77,470 4,492,337 4,699,868
----------- ----------- -----------
Total combined stockholders' equity........... 2,394,241 7,059,146 7,266,677
----------- ----------- -----------
Total liabilities and combined stockholders'
equity..................................... $30,156,559 $35,953,524 $35,867,371
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-114
<PAGE> 226
THE NSJ GROUP
COMBINED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------------------- ------------------------
1995 1996 1997 1997 1998
---------- ---------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Rental income from
operating leases......... $1,756,733 $3,343,400 $ 7,320,340 $1,460,850 $ 960,850
Sales of equipment......... 7,084,221 -- 9,560,120 -- --
Interest and other
income................... 75,025 190,678 510,856 9,732 556,827
---------- ---------- ----------- ---------- ----------
Total revenues...... 8,915,979 3,534,078 17,391,316 1,470,582 1,517,677
---------- ---------- ----------- ---------- ----------
Depreciation on equipment
under operating leases... 740,106 1,124,093 1,866,429 475,251 465,466
Cost of equipment sold..... 6,270,881 -- 8,722,504 -- --
Interest expense........... 938,190 1,809,750 3,034,106 610,744 554,750
Commission expense......... -- 448,031 1,998,056 221,220 1,054,022
Selling, general and
administrative........... 741,108 821,883 1,017,354 68,318 448,195
---------- ---------- ----------- ---------- ----------
Total expenses...... 8,690,285 4,203,757 16,638,449 1,375,533 2,522,433
---------- ---------- ----------- ---------- ----------
Income (loss) before equity
in net earnings (loss) of
minority owned
affiliates............... 225,694 (669,679) 752,867 95,049 (1,004,756)
Equity in net earnings
(loss) of minority owned
affiliates............... (5,000) 896,061 3,996,113 442,439 2,108,043
---------- ---------- ----------- ---------- ----------
Net income................. $ 220,694 $ 226,382 $ 4,748,980 $ 537,488 $1,103,287
========== ========== =========== ========== ==========
Unaudited pro forma
information (Note 2):
Pro forma net income
before income taxes... $ 220,694 $ 226,382 $ 4,748,980 $ 537,488 $1,103,287
Provision for income
taxes................. 98,473 108,563 1,865,399 210,000 433,000
---------- ---------- ----------- ---------- ----------
Pro forma net income..... $ 122,221 $ 117,819 $ 2,883,581 $ 327,488 $ 670,287
========== ========== =========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-115
<PAGE> 227
THE NSJ GROUP
COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
RETAINED TOTAL
EARNINGS COMBINED
COMMON CONTRIBUTED (ACCUMULATED STOCKHOLDERS'
STOCK CAPITAL DEFICIT) EQUITY
------ ----------- ------------ -------------
<S> <C> <C> <C> <C>
Balance at January 1, 1995...................... 667 $ 403,117 $ (128,471) $ 275,313
Net income.................................... -- -- 220,694 220,694
Contributions................................. -- 823,218 -- 823,218
---- ---------- ---------- ----------
Balance at December 31, 1995.................... 667 1,226,335 92,223 1,319,225
Net income.................................... -- -- 226,382 226,382
Contributions................................. -- 1,089,769 -- 1,089,769
Distributions................................. -- -- (241,135) (241,135)
---- ---------- ---------- ----------
Balance at December 31, 1996.................... 667 2,316,104 77,470 2,394,241
Net income.................................... -- -- 4,748,980 4,748,980
Contributions................................. -- 250,038 -- 250,038
Distributions................................. -- -- (334,113) (334,113)
---- ---------- ---------- ----------
Balance at December 31, 1997.................... 667 2,566,142 4,492,337 7,059,146
Net income (unaudited)........................ -- -- 1,103,287 1,103,287
Distributions (unaudited)..................... -- -- (895,756) (895,756)
---- ---------- ---------- ----------
Balance at March 31, 1998 (unaudited)........... 667 $2,566,142 $4,699,868 $7,266,677
==== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-116
<PAGE> 228
THE NSJ GROUP
COMBINED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------------------- -------------------------
1995 1996 1997 1997 1998
------------ ----------- ------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income.......................... $ 220,694 $ 226,382 $ 4,748,980 $ 537,488 $ 1,103,287
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation of operating lease
equipment....................... 740,106 1,124,093 1,866,429 424,771 349,128
Other depreciation and
amortization.................... 93,843 43,544 316,083 50,480 116,303
(Gain) loss on sales of leased
equipment....................... (813,340) 35,857 (837,616) -- --
Equity in net (earnings) loss of
minority owned affiliates....... 5,000 (896,061) (3,996,113) (442,439) (2,108,043)
Changes in other assets and
liabilities:
Rents and accounts receivable... (148,640) 354,935 (987,296) (28,930) 1,008,583
Due from related entities....... (553,326) (224,900) 448,001 853,226 (60,324)
Due from stockholders, net...... (122,482) (217,662) 331,144 166,144 --
Deposits and other assets....... (174,547) (280,000) (1,456,456) (1,253,584) 61,890
Accounts payable and accrued
expenses..................... 251,029 149,002 138,845 18,422 127,808
Deposits, rents received in
advance and other credits.... 625,058 116,709 1,364,484 55,165 (465,774)
Other liabilities............... -- 448,031 1,998,057 301,221 1,166,239
------------ ----------- ------------ ----------- -----------
Net cash provided by operating
activities................... 123,395 879,930 3,934,542 681,964 1,299,097
------------ ----------- ------------ ----------- -----------
Cash flows from investing activities:
Proceeds from sales of leased
equipment......................... 7,084,289 -- 9,374,950 -- --
Purchases of equipment for sale or
lease............................. (21,852,921) (9,688,720) (10,785,082) (1,645,098) --
------------ ----------- ------------ ----------- -----------
Net cash used in investing
activities................... (14,768,632) (9,688,720) (1,410,132) (1,645,098) --
------------ ----------- ------------ ----------- -----------
Cash flows from financing activities:
Proceeds from notes payable......... 15,137,468 9,786,805 136,000 1,645,082 --
Repayment of notes payable.......... (747,707) (1,329,890) (2,505,325) (826,211) (1,121,957)
Loan fees paid...................... -- (130,000) (158,858) -- --
Contributions of capital............ 323,218 739,769 250,038 41,724 749,975
Distributions to stockholders....... -- (241,135) (334,114) -- (895,756)
------------ ----------- ------------ ----------- -----------
Net cash provided by (used in)
financing activities......... 14,712,979 8,825,549 (2,612,259) 860,595 (1,267,738)
------------ ----------- ------------ ----------- -----------
Net increase (decrease) in cash
and cash equivalents......... 67,742 16,759 (87,849) (102,539) 31,359
Cash and cash equivalents at beginning
of year............................. 23,340 91,082 107,841 107,841 19,992
------------ ----------- ------------ ----------- -----------
Cash and cash equivalents at end of
year................................ $ 91,082 $ 107,841 $ 19,992 $ 5,302 $ 51,351
============ =========== ============ =========== ===========
Supplemental disclosures of cash flow
information:
Cash paid during the year for:
Interest............................ $ 644,133 $ 1,352,915 $ 2,399,512 $ 501,000 $ 452,272
============ =========== ============ =========== ===========
Non-cash investing and financing
activities:
Contribution of note receivable... $ 500,000 $ 350,000 $ -- $ -- $ --
============ =========== ============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-117
<PAGE> 229
THE NSJ GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
NOTE 1--NATURE OF OPERATIONS
The NSJ Group (the "Company") is comprised of five entities affiliated by
common ownership and control and certain investments in affiliated companies.
The Company is primarily engaged in the acquisition and leasing of used
commercial jet aircraft and aircraft equipment and the leasing and sale of such
aircraft and aircraft equipment, to domestic and foreign airlines and other
aircraft investors and lessors.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of combination and basis of presentation. The accompanying
combined financial statements include the accounts of five entities and
investments in less than majority-owned companies which are under common
ownership and control. Investments of between 20% and 50% are accounted for
under the equity method of accounting. All significant intercompany transactions
have been eliminated. Certain entities related to the Company (collectively, the
"Uncombined Related Entities") have not been combined in the accompanying
financial statements as the outstanding shares of these entities will not be
purchased by UniCapital Corporation (See Note 9).
The Combined Statement of Operations includes all revenues and expenses
directly attributable to the Company, including expenses for facilities,
functions and services used by the Company at shared sites and costs for certain
functions and services performed by the Uncombined Related Entities and also
includes allocations of costs for administrative functions and services
performed on behalf of the Company by the Uncombined Related Entities. These
costs have been allocated based upon estimates of the proportion of time spent
by management and other personnel of the Uncombined Related Entities in
connection with matters related to the Company. Such allocated costs, which
amounted to $293,218, $437,269 and $250,038 in 1995, 1996 and 1997,
respectively, have been reflected in the accompanying financial statements as
selling, general and administrative expenses and as a direct contribution to
capital.
Management believes the Combined Statement of Operations includes a
reasonable allocation of costs incurred by the Uncombined Related Entities which
benefit the Company. Accordingly, the financial information included herein is
not necessarily indicative of the results that would have been reported if the
Company had operated as a separate unaffiliated entity.
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 disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of receivables, recovery of residual
values of leased equipment, depreciation and amortization.
Accounts receivable and concentrations of credit risk. The Company leases
and sells aircraft and aircraft equipment to domestic and foreign airlines and
other aircraft investors and lessors located throughout the world. The Company
generally obtains deposits on leases and generally does not require collateral.
The Company continually monitors its exposure for credit losses.
F-118
<PAGE> 230
THE NSJ GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company's significant customers comprising greater than 10% of the
rental income from operating leases during the years ended December 31, 1995,
1996, and 1997, respectively, were as follows:
<TABLE>
<CAPTION>
DECEMBER 31
--------------------
CUSTOMER 1995 1996 1997
-------- ---- ---- ----
<S> <C> <C> <C>
A....................................................... 83% 72% 33%
B....................................................... -- -- 29%
C....................................................... -- -- 21%
-- -- --
83% 72% 83%
== == ==
</TABLE>
Operating leases. The Company leases aircraft and aircraft equipment to
customers under operating leases as defined in Statement of Financial Accounting
Standards No. 13, "Accounting for Leases." Revenue is recognized over the
minimum term of operating leases on a straight-line basis.
Deferred loan costs. Deferred loan costs incurred in connection with debt
financing are being amortized on a straight-line basis over the life of the
debt.
Aircraft and aircraft equipment held for sale or lease. Aircraft and
aircraft equipment held for sale or lease is stated at cost. Major additions and
modifications are capitalized.
Depreciation. Aircraft and aircraft equipment are generally depreciated
using the straight-line method over a 30-year life from the date of manufacture
to a 15% residual value. Aircraft and aircraft equipment that are under lease as
of the date of acquisition, are depreciated over the longer of the remainder of
their 30 year life or the remaining lease term.
Income taxes. The entities affiliated under common control which comprise
the Company have elected S Corporation status under the Internal Revenue Code.
As an S Corporation, the entities generally are not subject to federal income
taxes since the operating results of the entities are included in the tax
returns of their individual stockholders. The entities are directly liable for
state income and franchise taxes in certain jurisdictions.
The unaudited pro forma income tax information included in the Combined
Statement of Operations is presented in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," as if the Company
had been subject to federal and state income taxes for all periods presented.
There are differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities of the entities affiliated
under common control. At December 31, 1997, the Company's net assets for
financial reporting purposes exceed the tax basis by approximately $6,100,000.
In connection with the proposed merger with UniCapital Corporation discussed in
Note 9, the Company's S Corporation election will terminate and the tax effect
of the net difference, exclusive of previous S Corporation net operating loss
carryforwards, between the book and tax bases of net assets at that date ($13.5
million at December 31, 1997) will be recorded in the financial statements.
Unaudited interim financial information. The interim financial data as of
March 31, 1998 and for the three months ended March 31, 1997 and 1998 is
unaudited; however, in the opinion of the Company, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position and results of operations and of cash
flows for the interim periods. Such interim financial data is not necessarily
indicative of results for the entire fiscal year including such interim periods.
Cash and cash equivalents. For purposes of the Combined Statement of Cash
Flows, the Company considers all highly liquid debt instruments purchased with
an original maturity of three months or less to be cash equivalents.
F-119
<PAGE> 231
THE NSJ GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair value of financial instruments. The carrying value of the Company's
financial instruments, including cash, accounts receivable, and accounts payable
approximated fair value because of the short maturity of these instruments. The
carrying value of long-term receivables and payables approximated fair value
based upon market rates for similar instruments.
NOTE 3--RELATED PARTY TRANSACTIONS
Due from uncombined related entities represents the net receivable from the
Uncombined Related Entities for net funds advanced to them by the Company.
NOTE 4--LEASING TRANSACTIONS
Operating leases. The Company is the lessor of aircraft and aircraft
equipment under operating leases. The components of aircraft and aircraft
equipment on operating leases at December 31, 1996 and 1997, were as follows:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Cost............................................. $28,577,255 $27,867,255
Accumulated depreciation......................... (2,707,596) (4,087,384)
----------- -----------
Net.............................................. $25,869,659 $23,779,871
=========== ===========
</TABLE>
Future minimum rentals receivable under noncancelable operating leases were
as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998.............................................................. $ 4,254,750
1999............................................................... 4,030,000
2000............................................................... 4,090,000
2001............................................................... 3,850,000
2002............................................................... 2,400,000
Thereafter......................................................... 6,100,000
-----------
$24,724,750
===========
</TABLE>
Significant lease terms. The Company's lease agreements provide that the
lessee pays taxes, insurance and maintenance costs. Lease agreements generally
provide for penalty provisions in the event of early termination.
Significant concentrations. The majority of the Company's net lease
receivables are collateralized by aircraft and aircraft equipment of which
approximately 86% of the portfolio related to a single manufacturer.
NOTE 5--INVESTMENTS IN MINORITY OWNED AFFILIATES
The Company has investments in less than majority-owned companies which
engage in the buying, selling and leasing of aircraft and aircraft equipment.
The Company has four of such investments at December 31, 1997 and held three of
the four at December 31, 1996. The Company has a 20% ownership interest in three
of these affiliates and a 49% ownership interest in the remaining affiliate. The
Company shares in 50% of the profits and losses of all of these affiliates. The
Company accounts for these investments under the equity method. The summarized
financial information below represents an aggregation of the Company's
uncombined affiliates which are accounted for under the equity method.
Pursuant to compensation agreements between the Company and a third party,
the third party is entitled to receive 50% of the Company's equity in net
earnings and losses of minority owned affiliates. Amounts due under
F-120
<PAGE> 232
THE NSJ GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE 5--INVESTMENTS IN MINORITY OWNED AFFILIATES (CONTINUED)
these agreements are reflected as commission expense in the accompanying
financial statements and totaled $0, $448,031 and $1,998,056 for the years ended
December 31, 1995, 1996 and 1997, respectively.
SUMMARIZED BALANCE SHEET INFORMATION
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Current assets................................... $ 3,555,175 $ 3,718,638
Aircraft and aircraft equipment, net............. 47,715,405 48,385,811
Other assets..................................... 634,523 8,913,281
----------- -----------
Total assets................................... 51,905,103 61,017,730
----------- -----------
Current liabilities.............................. 5,699,445 6,629,985
Advances from shareholders....................... 6,093,000 5,000,000
Nonrecourse obligations.......................... 34,230,535 37,757,305
----------- -----------
Total liabilities.............................. 46,022,980 49,387,290
----------- -----------
Net assets....................................... $ 5,882,123 $11,630,440
=========== ===========
</TABLE>
SUMMARIZED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
1995 1996 1997
-------- ---------- ----------
<S> <C> <C> <C>
Rental income from operating leases..................... $ -- $1,343,334 $8,400,000
Gain on sale of equipment, net.......................... -- 3,448,478 9,225,635
Other................................................... -- 200,000 183,855
-------- ---------- ----------
Total revenues........................................ -- 4,991,812 17,809,490
-------- ---------- ----------
Depreciation on equipment under operating leases........ -- 484,595 3,073,097
Interest expense........................................ -- 1,175,059 4,488,366
Other................................................... 10,000 1,540,036 2,255,802
-------- ---------- ----------
Total expenses........................................ 10,000 3,199,690 9,817,265
-------- ---------- ----------
Net income (loss)....................................... $(10,000) $1,792,122 $7,992,225
======== ========== ==========
</TABLE>
Nature of operations. The affiliated companies lease and sell aircraft and
aircraft equipment to domestic and foreign airlines and other aircraft investors
and lessors located throughout the world. All lease transactions are classified
as operating leases.
Revenue recognition. Revenue is recognized over the minimum term of
operating leases on a straight-line basis. Revenue from sales of aircraft are
recorded at the time of transfer of title to the aircraft. Future minimum
rentals receivable under noncancelable operating leases were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998............................................................ $ 8,400,000
1999............................................................. 8,400,000
2000............................................................. 8,400,000
2001............................................................. 4,576,000
2002............................................................. 2,890,000
Thereafter....................................................... 175,000
-----------
$32,841,000
===========
</TABLE>
F-121
<PAGE> 233
THE NSJ GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE 5--INVESTMENTS IN MINORITY OWNED AFFILIATES (CONTINUED)
Aircraft and aircraft equipment. Aircraft and aircraft equipment held for
sale or lease are stated at cost. Major additions and modifications are
capitalized. Aircraft and aircraft equipment are depreciated using the
straight-line method over a 30-year life from the date of manufacture to a 15%
residual value. Aircraft and aircraft equipment that are under lease as of the
date of acquisition, are depreciated over the longer of the remainder of their
30 year life or the remaining lease term.
Advances from shareholders. The affiliated companies have funded certain
purchases of aircraft and aircraft equipment using funds advanced by their
shareholders. These shareholder loans are unsecured, bear interest at 12% and
have no stated maturity date. Advances will be repaid if and when there are
sufficient funds to make repayments.
Nonrecourse obligations. The affiliated companies have also funded
purchases of aircraft and aircraft equipment using nonrecourse debt. Under these
arrangements, the affiliated companies have assigned substantially all lease
payments from the applicable leases and granted a security interest in the
leased equipment to the lending institution. In the event of a default by a
lessee on the nonrecourse notes, the lender has a first lien against the lease
payments and underlying equipment, but has no further recourse against the
affiliated companies. In conjunction with these debt agreements, the
stockholders of the affiliated companies have also entered into stock pledge
agreements which pledge their stock in the affiliated companies to the
respective lending institution. Interest on these nonrecourse obligations is
principally at rates ranging from 8.45% to 10.67% at December 31, 1996 and 1997.
Maturities on these nonrecourse obligations range from the years 2003 to 2004.
Other. The Company's share of undistributed earnings of affiliated
companies included in consolidated retained earnings was ($5,000), $896,061 and
$3,715,220 at December 31, 1995, 1996 and 1997, respectively. Distributions from
affiliated companies were $0, $0 and $1,500,000 in 1995, 1996 and 1997,
respectively.
NOTE 6--DEPOSITS AND OTHER ASSETS
As of December 31, 1996 and 1997, deposits and other assets consist
primarily of lessee security deposits and maintenance reserves. Lessee deposits
are paid by the lessee prior to the inception of the lease and are refundable to
the lessee based on the terms of the various leases. Maintenance reserves are
funded by the lessees and charged to lessees based upon usage of the leased
aircraft and aircraft equipment. Such amounts are reimbursed to the lessee as
required maintenance is performed. As of December 31, 1996 and 1997, security
deposits and maintenance reserves were approximately $742,025 and $2,119,948,
respectively.
Other assets consist primarily of deferred loan costs of $298,647 and
$457,505 net of accumulated amortization of $43,544 and $316,094 at December
1996 and 1997, respectively, associated with the Company's nonrecourse
obligations.
NOTE 7--NONRECOURSE OBLIGATIONS
Notes payable at December 31, 1996 and 1997 consisted of the following:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Nonrecourse installment notes secured by aircraft
and aircraft equipment and lease payments...... $26,172,489 $23,803,164
=========== ===========
</TABLE>
The Company has certain borrowings outstanding from financial institutions
on a nonrecourse basis. Under these borrowings, the Company assigns
substantially all lease payments from the applicable leases and grants a
security interest in the leased equipment to the lending institution. In the
event of a default by a lessee, the lender has a security interest in the lease
payments and underlying equipment, but has no further recourse against the
Company. In conjunction with these debt agreements, the stockholders of the
Company have also entered into
F-122
<PAGE> 234
THE NSJ GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED
NOTE 7--NONRECOURSE OBLIGATIONS (CONTINUED)
stock pledge agreements which pledge their stock in the entities affiliated by
common ownership and control and grant a security interest in such stock to the
respective lending institution. Interest on these borrowings is principally at
rates ranging from 8.81% to 13.43% at December 31, 1996 and 9.22% to 10.86% at
December 31, 1997. Certain of these debt agreements provide for a sharing of
profits on sales of aircraft or lease terminations with the participating
lender. The profit sharing percentages payable by the Company to the lender
range from 20% to 70%. However, certain agreements limit the amount of profit
share that is payable by the Company. Amounts paid pursuant to such profit
sharing arrangement approximated $295,000, $0 and $660,000 for the years ended
December 31, 1995, 1996 and 1997, respectively, and are recorded as a reduction
of revenue from sales of equipment.
On January 14, 1998, the Company entered into an agreement for the partial
extinguishment of debt and accrued interest payable recorded at approximately
$1,434,000 and $393,000, respectively, at December 31, 1997 in the accompanying
financial statements. According to the terms of this agreement, if the Company
makes payments to the lender totaling approximately $457,000 on or before May
30, 1998, such payments will be accepted by the lender in full payment and
satisfaction of all obligations of the Company under the related notes payable.
Upon payment of the $457,000 by the Company in 1998, the gain on the
extinguishment of debt in the amount of $1,370,000 will be recorded as an
extraordinary item in the Company's 1998 results of operations.
Future minimum principal payments. The aggregate annual maturities of the
notes as of December 31, 1997 were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998......................................................... $ 5,112,724
1999............................................................. 2,529,722
2000............................................................. 6,039,397
2001............................................................. 7,012,061
2002............................................................. 3,109,260
-----------
$23,803,164
===========
</TABLE>
NOTE 8--COMMITMENTS
The Company subleases its office space from an Uncombined Related Entity.
The base rent pursuant to the sublease agreement is $13,500 per year. The
Company also pays the affiliated entity a pro rata share of common area
maintenance expenses. This sublease expires in 2001.
NOTE 9--SUBSEQUENT EVENT (UNAUDITED)
The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of common stock of the combined entities affiliated by
common ownership in exchange for cash and common stock of UniCapital, concurrent
with the consummation of the initial public offering of the common stock of
UniCapital.
The Company has been advised by the IRS that one of its subsidiaries will
have its tax returns audited for the year ended December 31, 1995. Management
does not believe the results of such examination will materially affect the
financial statements of the Company.
F-123
<PAGE> 235
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Portfolio Financial Servicing Company, L.P.:
We have audited the accompanying balance sheets of Portfolio Financial
Servicing Company, L.P., a Delaware limited partnership, as of December 3l,
1996, and 1997 and the related statements of operations, changes in partners'
equity and cash flows for the years then ended. 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 Portfolio Financial
Servicing Company, L.P. as of December 3l, 1996 and 1997, and the results of its
operations and cash flows for the years then ended in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
Portland, Oregon
January 9, 1998
F-124
<PAGE> 236
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------- -----------
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 20,201 $ 4,888 $ 37,919
Accounts receivable......................................... 113,547 181,187 169,604
Property and equipment, net................................. 496,904 533,596 519,464
Other assets................................................ 92,621 58,818 38,094
-------- -------- --------
Total assets........................................... $723,273 $778,489 $765,081
======== ======== ========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses....................... $247,729 $150,907 $176,058
Other liabilities........................................... 98,351 156,089 144,447
Partners' equity............................................ 377,193 471,493 444,576
-------- -------- --------
Total liabilities and partners' equity................. $723,273 $778,489 $765,081
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-125
<PAGE> 237
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------- -------------------------
1996 1997 1997 1998
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Servicing fees............................. $ 1,322,329 $ 1,480,041 $ 336,464 $ 448,099
Selling, general and administrative
expenses................................. 3,355,860 3,356,241 903,948 890,016
----------- ----------- ----------- -----------
Net loss................................... $(2,033,531) $(1,876,200) $ (567,484) $ (441,917)
=========== =========== =========== ===========
Unaudited pro forma information (Note 2)
Pro forma loss before taxes................ $(2,033,531) $(1,876,200) $ (567,484) $ (441,917)
Pro forma provision for income taxes....... -- -- -- --
----------- ----------- ----------- -----------
Pro forma net loss.................... $(2,033,531) $(1,876,200) $ (567,484) $ (441,917)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-126
<PAGE> 238
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
<TABLE>
<CAPTION>
LIMITED GENERAL
PARTNERS' PARTNERS'
EQUITY EQUITY TOTAL
----------- --------- -----------
<S> <C> <C> <C>
Balance, January 1, 1996................................ $ 802,617 $ 8,107 $ 810,724
Contributed capital................................... 1,584,000 16,000 1,600,000
Net loss.............................................. (2,013,196) (20,335) (2,033,531)
----------- -------- -----------
Balance, December 31, 1996.............................. 373,421 3,772 377,193
Contributed capital................................... 1,950,795 19,705 1,970,500
Net loss.............................................. (1,857,437) (18,763) (1,876,200)
----------- -------- -----------
Balance, December 31, 1997.............................. 466,779 4,714 471,493
Contributed capital (unaudited)....................... 410,850 4,150 415,000
Net loss (unaudited).................................. (437,498) (4,419) (441,917)
----------- -------- -----------
Balance, March 31, 1998 (unaudited)..................... $ 440,131 $ 4,445 $ 444,576
=========== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-127
<PAGE> 239
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------- -------------------------
1996 1997 1997 1998
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss................................ $(2,033,531) $(1,876,200) $ (567,484) $ (441,917)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation......................... 664,067 217,147 46,714 58,507
Loss on disposal of assets........... 87,671 2,414 -- --
Decrease (increase) in accounts
receivable......................... 152,611 (67,640) (139,133) 11,583
Decrease (increase) in other
assets............................. (13,945) 33,803 (9,255) 20,724
Increase (decrease) in accounts
payable and accrued expenses....... (186,861) (96,822) (58,083) 25,151
----------- ----------- ----------- -----------
Net cash used by operating activities..... (1,329,988) (1,787,298) (727,241) (325,952)
----------- ----------- ----------- -----------
Cash flows from investing activities:
Capital additions....................... (253,651) (161,910) (50,229) (44,375)
----------- ----------- ----------- -----------
Net cash used by investing activities..... (253,651) (161,910) (50,229) (44,375)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Principal payments on lease payable..... (9,961) (36,605) (4,825) (11,642)
Contributed capital..................... 1,600,000 1,970,500 820,000 415,000
----------- ----------- ----------- -----------
Net cash provided by financing
activities.............................. 1,590,039 1,933,895 815,175 403,358
----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents............................. 6,400 (15,313) 37,705 33,031
Cash and cash equivalents, beginning of
period.................................. 13,801 20,201 20,201 4,888
----------- ----------- ----------- -----------
Cash and cash equivalents, end of
period.................................. $ 20,201 $ 4,888 $ 57,906 $ 37,919
=========== =========== =========== ===========
Supplemental disclosures:
Interest paid........................... $ 2,463 $ 11,805 $ 1,387 $ 4,577
=========== =========== =========== ===========
Noncash transactions:
Equipment acquired under capital
lease................................ $ 108,312 $ 94,343 $ -- $ --
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-128
<PAGE> 240
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997
NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION
Portfolio Financial Servicing Company, L.P. ("PFSC") (formerly known as
Parrish Financial Servicing Company, L.P.) is a limited partnership established
in May of 1993 pursuant to the provisions of the Delaware Revised Uniform
Limited Partnership Act. The general partner of PFSC is Equipment Servicing
Corp. ("ESC") with a distributive share of 1 percent. The limited partner of
PFSC is ILC Acquisition Partners, L.P. ("ILCAP") with a distributive share of 99
percent. PFSC was formed to service the partners' acquired lease portfolio,
market its servicing capabilities to third parties, and service lease portfolios
that may be acquired by the partners in the future.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
Property and equipment. Property and equipment are recorded at cost.
Depreciation of property and equipment is provided over the estimated useful
lives of the assets, which generally ranges from three to seven years, on a
straight-line basis. Amounts of property and equipment, and related accumulated
depreciation, included in the balance sheet are as follows:
<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Computer equipment and software............................. $1,939,649 $2,167,264
Furniture................................................... 197,324 214,938
Leasehold improvements...................................... 33,909 52,310
In progress................................................. 13,944 --
---------- ----------
2,184,826 2,434,512
Accumulated depreciation.................................... 1,687,922 1,900,916
---------- ----------
$ 496,904 $ 533,596
========== ==========
</TABLE>
In 1996, $266,000 of property which was no longer being used to provide
service was written off by increasing accumulated depreciation with a charge to
depreciation expense.
Capitalized leased equipment. As of December 31, 1996 and 1997, included
in property and equipment are capitalized leased equipment with original costs
of $108,312 and $202,655, respectively. The leased equipment is amortized over
the life of the lease using the straight-line method. Accumulated amortization
at December 31, 1996 and 1997 was $10,832 and $46,832 respectively. Amortization
expense is included in depreciation expense.
Income taxes. The Company is a partnership and is treated as such for
income tax purposes. Accordingly, it is not subject to payment of federal or
state income taxes. However, the individual partners are responsible for federal
and state taxes on their respective shares of taxable income.
The unaudited pro forma income tax information included in the Statements
of Operations is presented in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Company had been
subject to federal and state income taxes for all periods presented. As the
Company has historically incurred losses, the tax effect of these losses have
been offset by a valuation allowance and no tax benefits have been reflected in
the unaudited pro forma information.
Had the Company been subject to income taxes, there would be differences
between the financial statement carrying amounts and the tax bases of existing
assets and liabilities. At December 31, 1997, the Company's net assets for
financial reporting purposes would have been less than the tax basis by
approximately $175,000 (unaudited). Additionally, the Company would have a net
operating loss carryforward of approximately $6.6 million (unaudited).
Statements of cash flows. For purposes of reporting cash flows, cash and
cash equivalents include unrestricted cash in banks and temporary investments
with an original maturity of three months or less.
F-129
<PAGE> 241
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
certain 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.
Unaudited interim financial information. The interim financial data as of
March 31, 1998 and for the three months ended March 31, 1997 and 1998 is
unaudited; however, in the opinion of the Company, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position and results of operations and of cash
flows for the interim periods. Such interim financial data is not necessarily
indicative of results for the entire fiscal year including such interim periods.
Fair value of financial instruments. The Company's financial instruments
consist of accounts receivable and capital leases payable (other liabilities).
At December 31, 1996 and 1997, the fair value of the Company's receivables and
leases payable approximated the carrying value.
Revenue recognition. PFSC offers a variety of lease portfolio servicing
options, consisting of collections, customer service, contract booking, payment
application, collateral filing and perfection, information system help desk,
property, sales and use tax reporting, acting as servicer backup and other
services as they relate to leases. PFSC neither owns nor originates leases.
Lease servicing contracts are typically entered into with customers for a
period of one to three years. Contract revenues consist primarily of monthly
fees collected for booking contracts and monthly maintenance fees based on the
total number of contracts serviced.
For 1996, three of the Company's customers accounted for 45%, 21% and 19%
of total revenues. During the year ended December 31, 1997, two of the Company's
customers accounted for 50% and 13% of total revenues.
NOTE 3--PARTNERS' FINANCIAL SUPPORT
As reflected in the accompanying financial statements, PFSC has received
substantial equity contributions from its partners over the past several years
to support its operations. PFSC has received a financial commitment from its
partners to continue their financial support by providing funds necessary to
support PFSC's operations as anticipated in the 1998 budget. The financial
commitment is valid through the earlier of January 1, 1999 or the sale of PFSC
(see Note 6).
NOTE 4--COMMITMENTS AND CONTINGENCIES
Operating lease. PFSC has a noncancellable operating lease for office
space that expires August 31, 2000. Rent expense for the years ended December
31, 1996 and 1997 was $224,893 and $241,136, respectively. Future minimum
obligations under the lease are as follows:
<TABLE>
<S> <C>
1998........................................................ $259,404
1999........................................................ 259,404
2000........................................................ 172,936
--------
Total....................................................... $691,744
========
</TABLE>
The Company subleases a portion of its office facilities to a customer.
During 1996 and 1997, PFSC received $34,129 and $33,507, respectively, in
sublease rent from this customer.
F-130
<PAGE> 242
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 4--COMMITMENTS AND CONTINGENCIES (CONTINUED)
Capital lease. PFSC has noncancellable capital leases for computer and
office equipment with expiration dates ranging from April 30, 2000 to June 30,
2001. Future payments are as follows:
<TABLE>
<S> <C>
1998........................................................ $ 64,668
1999........................................................ 64,668
2000........................................................ 41,642
2001........................................................ 12,426
--------
Total minimum lease payments................................ 183,404
Less - Amount representing interest (at rates ranging from
5.7% to 20.6%)............................................ (27,315)
--------
Present value of net minimum lease payments................. $156,089
========
</TABLE>
NOTE 5--RELATED PARTY TRANSACTIONS
During the years ended December 31, 1996 and 1997, PFSC provided contract
lease portfolio management services to an affiliated company, PLC Lease
Receivables 1993-A Trust (Trust). The agreement also provided PFSC with interest
and late fees earned on collection accounts, and commissions on end-of-lease
equipment sales. Following are the amounts received for these services in 1996
and 1997:
<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
Service fees................................................ $ 49,514 $ 46,320
Interest.................................................... 28,840 --
Late fees earned on collection accounts..................... 359,272 72,201
Commissions on end-of-lease equipment sales................. 19,956 --
</TABLE>
NOTE 6--SUBSEQUENT EVENT (UNAUDITED)
The general and limited partners of PFSC have entered into a letter of
intent and intend to enter into a definitive agreement with UniCapital
Corporation, pursuant to which all of the partnership interest of PFSC will be
exchanged for shares of UniCapital Corporation common stock concurrent with the
consummation of the initial public offering of UniCapital Corporation.
Completion of the sale is dependent upon satisfactory negotiation of the terms
of the definitive sales agreement and consummation of the initial public
offering.
F-131
<PAGE> 243
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders of
Varilease Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Varilease
Corporation and its subsidiary at September 30, 1996 and 1997, and the results
of their operations and their cash flows for each of the three years in the
period ended September 30, 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
Ft. Lauderdale, Florida
January 21, 1998
F-132
<PAGE> 244
VARILEASE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------------- MARCH 31,
1996 1997 1998
----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Cash and cash equivalents............................. $ 4,689,922 $ 4,100,034 $ 1,573,742
Rents and accounts receivable......................... 3,563,083 3,553,284 3,284,310
Equipment under direct financing and operating leases,
held for sale....................................... 5,523,701 42,534,401 20,440,555
Net investment in direct financing leases............. 43,048,977 65,761,579 67,149,408
Equipment under operating leases, net................. 9,513,610 19,987,247 19,387,477
Deposits, prepaid expenses and other assets........... 488,479 909,554 790,613
Property and equipment, net........................... 1,844,991 1,779,573 1,702,836
Investments........................................... 553,472 2,199,768 3,235,971
Notes receivable due from stockholders................ 1,009,386 771,989 2,116,524
----------- ------------ ------------
Total assets................................... $70,235,621 $141,597,429 $119,681,436
=========== ============ ============
Liabilities:
Notes payable:
Recourse......................................... $11,365,901 $ 7,537,889 $ 6,871,923
Nonrecourse...................................... 49,374,535 115,183,233 90,874,839
Accounts payable and accrued expenses................. 6,694,255 10,314,742 8,198,170
Deferred income taxes................................. -- 6,285,000 8,400,000
Other liabilities..................................... 1,150,000 650,000 650,000
----------- ------------ ------------
Total liabilities.............................. 68,584,691 139,970,864 114,994,932
----------- ------------ ------------
Commitments and contingencies (Notes 12 and 13)
Stockholders' equity:
Common stock, $1.00 par value, 50,000 shares
authorized, 5,000 issued and outstanding............ 5,000 5,000 5,000
Retained earnings..................................... 1,645,930 1,621,565 4,681,504
----------- ------------ ------------
Total stockholders' equity..................... 1,650,930 1,626,565 4,686,504
----------- ------------ ------------
Total liabilities and stockholders' equity..... $70,235,621 $141,597,429 $119,681,436
=========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-133
<PAGE> 245
VARILEASE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED SEPTEMBER 30, MARCH 31,
--------------------------------------- --------------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ------------ -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Finance income from direct
financing leases......... $ 1,716,365 $ 3,759,293 $ 6,572,442 $ 3,070,710 $ 3,371,019
Rental income from operating
leases................... 4,365,292 5,374,098 10,239,676 2,538,195 5,882,511
Sales of equipment.......... 3,853,738 3,890,161 12,196,894 2,121,267 3,182,362
Gain on sale of leases...... 1,478,197 2,053,569 4,953,058 4,270,791 4,005,198
Remarketing income.......... 832,394 1,967,241 4,913,368 1,521,729 3,415,381
Other income................ 176,311 81,903 137,455 101,818 193,803
----------- ----------- ----------- ------------ -----------
Total revenues......... 12,422,297 17,126,265 39,012,893 13,624,510 20,050,274
----------- ----------- ----------- ------------ -----------
Depreciation on equipment
under operating leases... 3,319,543 3,903,855 7,914,866 2,178,766 4,750,117
Cost of equipment sold...... 2,922,675 3,719,554 10,090,719 1,421,071 1,456,725
Interest expense............ 2,230,967 3,523,689 6,296,773 2,605,540 3,499,285
Selling, general and
administrative........... 3,575,365 5,712,314 8,449,900 4,270,424 5,169,208
----------- ----------- ----------- ------------ -----------
Total expenses......... 12,048,550 16,859,412 32,752,258 10,475,801 14,875,335
----------- ----------- ----------- ------------ -----------
Income before income taxes.... 373,747 266,853 6,260,635 3,148,709 5,174,939
Provision for income taxes.... -- -- 6,285,000 4,920,421 2,115,000
----------- ----------- ----------- ------------ -----------
Net income (loss)............. $ 373,747 $ 266,853 $ (24,365) $ (1,771,712) $ 3,059,939
=========== =========== =========== ============ ===========
Unaudited pro forma
information (Note 2):
Pro forma income before
income taxes............. $ 373,747 $ 266,853
Pro forma provision for
income taxes............. 177,000 183,000
----------- -----------
Pro forma net income... $ 196,747 $ 83,853
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-134
<PAGE> 246
VARILEASE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
TOTAL
COMMON RETAINED STOCKHOLDERS'
STOCK EARNINGS EQUITY
------ ---------- -------------
<S> <C> <C> <C>
Balance at October 1, 1994............................... $5,000 $1,505,330 $1,510,330
Net income............................................... -- 373,747 373,747
------ ---------- ----------
Balance at September 30, 1995............................ 5,000 1,879,077 1,884,077
Net income............................................... -- 266,853 266,853
Cash dividends........................................... -- (500,000) (500,000)
------ ---------- ----------
Balance at September 30, 1996............................ 5,000 1,645,930 1,650,930
Net loss................................................. -- (24,365) (24,365)
------ ---------- ----------
Balance at September 30, 1997............................ 5,000 1,621,565 1,626,565
Net income (unaudited)................................... -- 3,059,939 3,059,939
------ ---------- ----------
Balance at March 31, 1998 (unaudited).................... $5,000 $4,681,504 $4,686,504
====== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-135
<PAGE> 247
VARILEASE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED SEPTEMBER 30, MARCH 31,
-------------------------------------------- -----------------------------
1995 1996 1997 1997 1998
------------ ------------- ------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)...................... $ 373,747 $ 266,853 $ (24,365) $ (1,771,712) $ 3,059,939
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation of operating lease
equipment.......................... 3,319,543 3,903,855 7,914,866 2,178,766 4,750,117
Amortization of initial direct
costs.............................. 457,777 717,584 1,206,320 886,211 587,350
Other depreciation................... 74,371 94,503 125,544 51,107 45,708
Gain on sales of equipment........... (931,063) (170,607) (2,106,175) (700,196) (1,725,637)
Gain on sale of leases............... (1,478,197) (2,053,569) (4,953,058) (4,270,791) (4,005,198)
Deferred income taxes................ -- -- 6,285,000 4,920,421 2,115,000
Changes in other assets and
liabilities:
Rents and accounts receivable...... 3,182,985 (1,981,911) 9,799 (2,522,306) 268,974
Deposits, prepaid expenses and
other assets..................... 23,432 (338,922) (421,075) 431,052 118,941
Accounts payable and accrued
expenses......................... (1,816,692) 1,766,050 3,620,487 8,162,760 (2,116,572)
Other liabilities.................. -- 650,000 -- -- --
------------ ------------- ------------- ------------- -------------
Net cash provided by operating
activities............................. 3,205,903 2,853,836 11,657,343 7,365,312 3,098,622
------------ ------------- ------------- ------------- -------------
Cash flows from investing activities:
Investment in direct financing
leases............................... (68,980,849) (119,723,914) (216,466,260) (91,797,695) (56,477,929)
Collection of direct financing leases,
net of finance income earned......... 18,509,729 30,117,495 37,707,193 8,431,871 12,063,601
Purchases of equipment for sale or
lease................................ (8,406,970) (10,236,524) (65,489,922) (28,077,968) (40,675,563)
Proceeds from sale of direct financing
leases............................... 44,182,189 66,436,500 159,793,203 75,580,218 103,606,684
Increase in investments, net........... (222,317) (331,655) (1,646,296) (2,546,712) (1,036,203)
Purchases of property and equipment.... (420,606) (910,686) (60,126) (42,711) 31,029
Proceeds from sales of equipment....... 3,853,738 3,890,161 12,196,894 2,121,267 3,182,362
------------ ------------- ------------- ------------- -------------
Net cash (used in) provided by investing
activities............................. (11,485,086) (30,758,623) (73,965,314) (36,331,730) 20,693,981
------------ ------------- ------------- ------------- -------------
Cash flows from financing activities:
Proceeds from notes payable............ 60,710,522 135,421,244 321,395,266 152,446,504 122,634,584
Repayment of notes payable............. (53,460,810) (103,798,407) (259,414,580) (125,830,262) (147,608,944)
Proceeds (repayments) on borrowings
from stockholders.................... 442,741 (417,836) 237,397 323,130 (1,344,535)
Cash dividends......................... -- -- (500,000) -- --
------------ ------------- ------------- ------------- -------------
Net cash provided by (used in) financing
activities............................. 7,692,453 31,205,001 61,718,083 26,939,372 (26,318,895)
------------ ------------- ------------- ------------- -------------
Net (decrease) increase in cash and cash
equivalents............................ (586,730) 3,300,214 (589,888) (2,027,046) (2,526,292)
Cash and cash equivalents at beginning of
year..................................... 1,976,438 1,389,708 4,689,922 4,689,922 4,100,034
------------ ------------- ------------- ------------- -------------
Cash and cash equivalents at end of
year................................... $ 1,389,708 $ 4,689,922 $ 4,100,034 $ 2,662,876 $ 1,573,742
============ ============= ============= ============= =============
Supplemental disclosures of cash flow
information:
Cash paid for:
Interest............................. $ 2,136,646 $ 3,400,764 $ 6,296,320 $ 2,626,485 $ 3,487,122
Income taxes......................... -- -- -- -- 300,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-136
<PAGE> 248
VARILEASE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--NATURE OF OPERATIONS
Varilease Corporation (the "Company") was organized in 1987 in the State of
Michigan. The Company's principal business activity is acquiring computer,
computer-related and telecommunications equipment for sale or lease, as lessor,
under direct financing or operating leases.
The Company's principal operating facilities are located in Detroit, MI,
with operations in St. Louis, MO and Phoenix, AZ. Lessees are located in 45
states, and financing is provided through a variety of lease structures.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of receivables and direct financing
leases, recovery of residual values of leased equipment and depreciation.
Principles of consolidation. The consolidated financial statements include
the accounts of Varilease Corporation and its wholly owned subsidiary, Varilease
Capital Corporation. All significant intercompany transactions have been
eliminated.
Investments. Investments in entities that are 20% owned are accounted for
on the equity method of accounting. All significant intercompany transactions
have been eliminated.
Accounts receivable. Accounts receivable primarily consists of lease
payments due from lessees on operating leases and from other parties for the
sale of equipment.
Direct financing leases. The Company invests in leases classified as
direct financing leases. The Company's net investment in direct financing leases
includes the gross rentals receivable, estimates of residual values, deferred
initial direct costs accounted for in accordance with Statement of Financial
Accounting Standards No. 91 "Accounting for Nonrefundable Fees and Costs
Associated with Originating or Acquiring Loans and Initial Direct Costs of
Leases" and unearned finance income. Unearned finance income represents the
excess of the total receivable plus the estimated residual value over the cost
of equipment or contract acquired. Revenue from direct financing leases is
recognized over the lease term on the interest method which results in a level
rate of return on the net investment in the lease. Initial direct costs related
to leases retained are capitalized and amortized over the lease term.
At the inception of the lease, management uses available evidence and
historical experience to estimate the residual value at the end of the lease
term. Estimated residual values not guaranteed by lessees are reviewed quarterly
and adjusted to reflect declines in current market value.
The Company also sells selected direct financing leases. For these
transactions subsequent to December 31, 1996, the Company follows Statement of
Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities." The difference between
the sales price and the net investment in direct financing leases is recognized
as a gain or loss. For such transactions prior to January 1, 1997, the Company
followed Statement of Financial Accounting Standards No. 77 "Reporting by
Transferors for Transfers of Receivables with Recourse." The difference between
the sale price and the net receivable is recognized as a gain or loss.
Operating leases. All lease transactions not qualifying as direct
financing leases are classified as operating leases. Revenue is recognized over
the minimum term of the operating lease on a straight-line basis.
F-137
<PAGE> 249
VARILEASE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Equipment under operating leases is depreciated to its estimated residual
value on a straight-line basis over the minimum term of the lease.
Initial direct costs related to leases retained are capitalized and
amortized over the lease term.
Equipment under lease held for sale. Computer and other equipment under
lease held for sale is stated at the lower of cost or fair market value of the
equipment.
Depreciation. Property and equipment is depreciated over the useful lives
of the related asset on methods which approximate a straight-line basis. Useful
lives range from three to five years for equipment and to 31 years for a
building.
Income taxes. Prior to October 1, 1996, the Company elected to be taxed as
a Subchapter S Corporation for federal income tax purposes. As a result, no
taxes were recorded prior to that date. Instead, the operating results of the
Company are included in the tax returns of the individual stockholders.
Effective October 1, 1996, the Company discontinued its election to be treated
as an S Corporation and elected to be taxed as a C Corporation.
Subsequent to September 30, 1996, the Company accounted for income taxes
under the liability method. Under this method, deferred tax assets and
liabilities are determined based on the differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to
reverse. The initial adoption of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109"), resulted in the recording of a
deferred tax liability of $3,789,000 at October 1, 1996.
The unaudited pro forma income tax information included in the Consolidated
Statement of Operations is presented in accordance with SFAS 109, as if the
Company had been subject to federal and state income taxes for the periods
presented for which it operated as an S Corporation.
Cash and cash equivalents. For purposes of the Consolidated Statement of
Cash Flows, the Company considers all highly liquid debt instruments purchased
with an original maturity of three months or less to be cash equivalents.
Unaudited interim financial information. The interim financial data as of
March 31, 1998 and for the six months ended March 31, 1997 and 1998 is
unaudited; however, in the opinion of the Company, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position and results of operations and of cash
flows for the interim periods. Such interim financial data is not necessarily
indicative of results for the entire fiscal year including such interim periods.
Fair value of financial instruments. The carrying value of the Company's
financial instruments, including cash, accounts receivable, and accounts payable
approximated fair value because of the short maturity of these instruments. The
carrying value of long-term receivables and payables approximated fair value
based upon comparability of market rates for similar instruments.
F-138
<PAGE> 250
VARILEASE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE 3--LEASING TRANSACTIONS
Direct financing leases. Direct financing leases consist principally of
computer and computer-related equipment with terms ranging to five years. The
components of the Company's net investment in direct financing leases at
September 30, 1996 and 1997 were as follows:
<TABLE>
<CAPTION>
1996 1997
----------- ------------
<S> <C> <C>
Future minimum rentals receivable................ $46,464,069 $ 68,644,752
Estimated unguaranteed residual values........... 5,172,570 7,285,516
Unearned finance income.......................... (9,649,032) (11,462,347)
Deferred initial direct costs, net............... 1,061,370 1,293,658
----------- ------------
$43,048,977 $ 65,761,579
=========== ============
</TABLE>
Future minimum rentals receivable represent earning assets held by the
Company which are generally due in monthly installments over original periods
ranging to 60 months. Future minimum rentals receivable under direct financing
leases were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30,
- -------------
<S> <C>
1998........................................................ $27,283,124
1999........................................................ 23,851,105
2000........................................................ 11,898,272
2001........................................................ 4,289,228
2002........................................................ 1,323,023
-----------
$68,644,752
===========
</TABLE>
Operating leases. The Company is the lessor of primarily computer and
computer-related equipment under operating leases. The components of equipment
on operating leases at September 30, 1996 and 1997, were as follows:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Cost............................................. $13,765,398 $28,645,164
Deferred initial direct costs, net............... 185,433 264,546
----------- -----------
13,950,831 28,909,710
Accumulated depreciation......................... (4,437,221) (8,922,463)
----------- -----------
$ 9,513,610 $19,987,247
=========== ===========
</TABLE>
Future minimum rentals receivable under noncancelable operating leases were
as follows:
<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30,
- -------------
<S> <C>
1998........................................................ $ 9,146,272
1999........................................................ 6,202,879
2000........................................................ 1,460,020
2001........................................................ 74,393
2002........................................................ 14,246
-----------
$16,897,810
===========
</TABLE>
Significant lease terms. The Company's lease agreements provide that the
lessee pays taxes, insurance and maintenance costs. Lease agreements generally
provide for penalty provisions in the event of early termination.
F-139
<PAGE> 251
VARILEASE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE 3--LEASING TRANSACTIONS (CONTINUED)
Significant concentrations. During the years ended September 30, 1996 and
1997, one lessee accounted for 19% and 53%, respectively, of the Company's total
lease originations, and 24% and 66%, respectively, of the Company's total lease
sales. The majority of the Company's net lease receivables are collateralized by
the underlying leased equipment, which is concentrated in computer and
computer-related equipment.
NOTE 4--INVESTMENTS
The Company's investments at September 30, 1996 and 1997 were as follows:
<TABLE>
<CAPTION>
1996 1997
-------- ----------
<S> <C> <C>
30% and 20% interest in a limited partnership at
September 30, 1996 and 1997, respectively........... $553,472 $1,585,480
20% interest in a limited liability corporation....... -- 614,288
-------- ----------
$553,472 $2,199,768
======== ==========
</TABLE>
In July 1995, the Company entered into a limited partnership with GATX
Capital Corporation and holds a 30% and 20% ownership interest in the limited
partnership at September 30, 1996 and 1997, respectively. The Company accounts
for this investment under the equity method. The Company sells qualifying leases
to the limited partnership, and for the year ended September 30, 1996 and 1997,
these sales totaled $8,513,397 and $2,400,550, respectively. The Company earns
an origination fee for originating the lease, and management fees for servicing
the lease portfolio. Management fees are recognized in income over the life of
the respective lease on which the fees are earned. In the opinion of management,
the terms and conditions of these transactions are no less favorable than those
that would be entered into with an unrelated party.
In April 1997, the Company formed a limited liability corporation in which
it holds a 20% interest and Cargill Leasing Corporation holds an 80% interest.
The Company accounts for this investment under the equity method. The Company
sells qualifying leases to the limited liability corporation, and for the year
ended September 30, 1997, these sales totaled $24,479,402. The Company earns an
origination fee for originating the lease, and management fees for servicing the
lease portfolio. Management fees are recognized in income over the life of the
respective lease on which the fees are earned. In the opinion of management, the
terms and conditions of these transactions are no less favorable than those that
would be entered into with an unrelated party.
NOTE 5--PROPERTY AND EQUIPMENT
The components of property and equipment at September 30, 1996 and 1997
were as follows:
<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Building and improvements............................ $1,689,847 $1,696,059
Furniture and fixtures............................... 421,900 455,866
---------- ----------
2,111,747 2,151,925
Accumulated depreciation............................. (266,756) (372,352)
---------- ----------
$1,844,991 $1,779,573
========== ==========
</TABLE>
F-140
<PAGE> 252
VARILEASE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE 6--ACCOUNTS PAYABLE AND ACCRUED EXPENSES
The components of accounts payable and accrued expenses at September 30,
1996 and 1997 were as follows:
<TABLE>
<CAPTION>
1996 1997
---------- -----------
<S> <C> <C>
Accounts payable.................................... $3,283,279 $ 4,481,740
Accrued commissions................................. 1,425,716 2,147,402
Unremitted and unpaid sales tax, including accrued
interest and penalties of $180,000 and $238,000... 1,243,732 2,379,197
Deferred income..................................... 500,000 994,314
Accrued interest.................................... 165,557 187,496
Other............................................... 75,971 124,593
---------- -----------
$6,694,255 $10,314,742
========== ===========
</TABLE>
Unremitted and unpaid sales tax includes sales and use tax remitted by
lessees arising from lease transactions in various states, and include certain
remittances received since 1990 related to certain tax jurisdictions.
NOTE 7--NOTES PAYABLE
Notes payable at September 30, 1996 and 1997 consisted of the following:
<TABLE>
<CAPTION>
1996 1997
----------- ------------
<S> <C> <C>
Line of credit facility........................... $ 8,202,716 $ 5,483,992
Notes payable..................................... 2,999,911 2,053,897
Nonrecourse debt secured by equipment and lease
payments........................................ 49,374,535 115,183,233
Note payable to related parties................... 163,274 --
----------- ------------
$60,740,436 $122,721,122
=========== ============
</TABLE>
Line of credit facility. The Company has a $13.5 million line of credit
facility with a financial institution which is subject to annual renewal. The
line of credit is secured by accounts receivable and equipment. Interest on
borrowings outstanding from time to time is at the lender's prime lending rate
(8.0% and 8.75% at September 30, 1996 and 1997, respectively) and is payable
monthly. The maximum amount outstanding during the years ended September 30,
1995, 1996 and 1997 was $3,507,182, $9,293,097 and $12,194,107, respectively.
Notes payable. At September 30, 1996 and 1997, the Company has various
notes payable due to other parties, with terms ranging to 36 months. Interest on
these notes ranges from 12% to 14% and is payable on maturity of the respective
notes payable. These notes payable are secured by a secondary interest in the
underlying equipment.
Nonrecourse debt. The Company has certain borrowings outstanding from
financial institutions on a nonrecourse basis. Under these borrowings, the
Company assigns all lease payments due under the applicable leases and grants a
security interest in the leased equipment to the lending institution. In the
event of a default by a lessee, the lender has a security interest in the lease
payments and underlying equipment, but has no recourse against the Company.
Interest on these borrowings is fixed at the time of the advance to the Company,
with rates ranging from 6.7% to 10.8% at September 30, 1996 and 1997,
respectively.
F-141
<PAGE> 253
VARILEASE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE 7--NOTES PAYABLE (CONTINUED)
FUTURE MINIMUM PRINCIPAL PAYMENTS
The aggregate annual maturities of the notes as of September 30, 1997 were
as follows:
<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30, NONRECOURSE RECOURSE
- ------------- ------------ ----------
<S> <C> <C>
1998............................................. $ 41,460,578 $7,537,889
1999............................................. 37,412,372 --
2000............................................. 22,244,444 --
2001............................................. 12,141,664 --
2002............................................. 1,924,175 --
------------ ----------
$115,183,233 $7,537,889
</TABLE>
NOTE 8--EMPLOYEE BENEFITS
The Company adopted a 401(k) Plan effective October 1, 1994. The master
agreement allows for eligible employees to have a percentage of their pre-tax
pay contributed to the plan. The Company does not contribute to the plan.
NOTE 9--RELATED PARTY TRANSACTIONS
At September 30, 1996 and 1997, the Company held an unsecured note
receivable from a majority stockholder totaling $876,000 and $522,104,
respectively. The note bears interest at 9% per annum and is due on demand.
At September 30, 1996 and 1997, the Company held unsecured notes receivable
of $133,386 and $249,885, respectively, from entities in which the Company's
majority stockholder owns a majority interest. The notes receivable bear
interest at 8% and are due upon demand.
At September 30, 1996, the Company had borrowings of $163,274 from the
majority stockholder. The unsecured note payable bears interest at 6% and is due
on demand.
NOTE 10--CONCENTRATION OF CREDIT RISK
The Company maintains cash accounts at five banks. Cash accounts at the
banks are insured by the Federal Deposit Insurance Corporation for up to
$100,000. Amounts in excess of insured limits were $4,589,922 and $4,000,034 at
September 30, 1996 and 1997, respectively.
F-142
<PAGE> 254
VARILEASE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE 11--INCOME TAXES
The Company's provision for income tax expense was composed of the
following for the year ended September 30, 1997:
<TABLE>
<S> <C>
Current: $ --
Federal................................................... --
State..................................................... --
-----------
Total current........................................ --
-----------
Deferred:
Federal................................................... 7,820,000
State..................................................... 910,000
Adoption of SFAS 109 due to discontinuance of S
Corporation election (approximately $395,000 of state
deferred tax).......................................... 3,789,000
-----------
12,519,000
Benefit of net operating loss carryforward................ (6,234,000)
-----------
Total deferred....................................... $ 6,285,000
===========
</TABLE>
The effective income tax rate for the year ended September 30, 1997 varied
from the federal statutory rate as follows:
<TABLE>
<S> <C>
Tax provision computed at statutory 35% rate................ $2,129,000
State taxes, net of federal benefit......................... 248,000
Other....................................................... 119,000
Adoption of SFAS 109 due to discontinuance of S Corporation
election.................................................. 3,789,000
----------
$6,285,000
==========
</TABLE>
The components of net deferred tax liability at September 30, 1997 were as
follows:
<TABLE>
<S> <C>
Deferred tax liabilities:
Lease revenue and related depreciation.................... $(12,177,000)
Other..................................................... (342,000)
------------
(12,519,000)
Deferred tax assets:
Net operating loss carryforward........................... 6,234,000
------------
$ (6,285,000)
============
</TABLE>
The net operating loss carryforward expires in 2012 unless utilized sooner.
Subsequent to the contemplated merger as discussed in Note 13, the utilization
of the Company's net operating loss carryforward may be limited.
NOTE 12--COMMITMENTS AND CONTINGENCIES
In conjunction with the Company's acquisition of certain assets of a
leasing entity ("Seller") seeking protection from creditors under Chapter 11 of
the United States Bankruptcy Code and the signing of a remarketing agreement for
certain leases, the Company guaranteed to the Seller $14,400,000 of net proceeds
from the results of remarketing activities for certain leases held by the
Seller. The Company believes that the remarketing proceeds generated by the sale
or release of the assets underlying the leases will be sufficient to satisfy, in
its entirety, the Company's obligation. At September 30, 1997, the Company's
guaranteed obligation which remained unpaid approximated $3,000,000.
F-143
<PAGE> 255
VARILEASE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE 12--COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company is party from time to time in various legal proceedings
incidental to its business. In the opinion of management, the resolution of
these items, individually or in the aggregate, would not have a significant
effect on the financial position, results of operations, or cash flows of the
Company.
NOTE 13--SUBSEQUENT EVENT (UNAUDITED)
The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.
F-144
<PAGE> 256
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders of
The Walden Asset Group, Inc.
In our opinion, the accompanying balance sheet and the related statements
of operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of The Walden Asset Group, Inc. at
December 31, 1996 and 1997, and the results of its operations and its 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
Ft. Lauderdale, Florida
January 20, 1998
F-145
<PAGE> 257
THE WALDEN ASSET GROUP, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- MARCH 31,
1996 1997 1998
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents............................. $ 949,301 $ 692,591 $ 1,360,327
Accounts receivable................................... 1,001,526 697,384 196,128
Equipment acquired to fulfill leasing commitments or
held for sale or lease.............................. 2,918,690 4,813,860 11,240,767
Net investment in direct financing leases............. 42,732,264 51,712,945 53,553,979
Equipment under operating leases, net................. 1,500,281 3,667,344 7,379,433
Deposits, prepaid expenses and other assets........... 78,707 97,913 97,868
----------- ----------- -----------
Total assets..................................... $49,180,769 $61,682,037 $73,828,502
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable:
Recourse............................................ $ 802,132 $ 560,642 $ 405,132
Nonrecourse......................................... 43,149,230 53,431,569 56,292,554
Accounts payable and accrued expenses................. 2,242,438 2,553,492 8,722,751
Line of Credit........................................ -- -- 2,283,378
----------- ----------- -----------
Total liabilities................................ 46,193,800 56,545,703 67,703,815
----------- ----------- -----------
Commitments (Notes 6 and 8)
Stockholders' equity:
Common stock, no par value, 10,000 shares
authorized, 3,000 issued and outstanding......... -- -- --
Additional paid-in capital.......................... 75,000 75,000 75,000
Retained earnings................................... 2,911,969 5,061,334 6,049,687
----------- ----------- -----------
Total stockholders' equity....................... 2,986,969 5,136,334 6,124,687
----------- ----------- -----------
Total liabilities and stockholders' equity....... $49,180,769 $61,682,037 $73,828,502
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-146
<PAGE> 258
THE WALDEN ASSET GROUP, INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------- -----------------------
1995 1996 1997 1997 1998
---------- ---------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Finance income from direct
financing leases................ $3,261,517 $4,233,760 $ 6,575,218 $1,177,599 $1,563,083
Rental income from operating
leases.......................... 313,834 315,705 1,542,727 177,164 705,979
Sales of equipment................ 73,865 1,089,232 1,046,517 246,037 1,357,170
Gain on sale of leases............ 1,502,524 1,470,322 572,689 173,380 391,583
Remarketing income................ 72,747 470,368 602,485 119,442 127,611
---------- ---------- ----------- ---------- ----------
Total revenues............... 5,224,487 7,579,387 10,339,636 1,893,622 4,145,426
---------- ---------- ----------- ---------- ----------
Depreciation on equipment under
operating leases................ 179,821 242,725 682,916 146,707 293,464
Cost of equipment sold............ -- 898,776 389,486 91,569 --
Interest expense.................. 2,123,620 3,110,215 3,867,529 878,794 955,770
Selling, general and
administrative.................. 1,790,083 2,384,706 3,128,340 286,322 1,857,839
---------- ---------- ----------- ---------- ----------
Total expenses............... 4,093,524 6,636,422 8,068,271 1,403,392 3,107,073
---------- ---------- ----------- ---------- ----------
Income before income taxes........ 1,130,963 942,965 2,271,365 490,230 1,038,353
Provision for income taxes........ 55,000 48,000 122,000 15,000 50,000
---------- ---------- ----------- ---------- ----------
Net income........................ $1,075,963 $ 894,965 $ 2,149,365 $ 475,230 $ 988,353
========== ========== =========== ========== ==========
Unaudited pro forma information
(Note 2):
Pro forma income before income
taxes........................ $1,130,963 $ 942,965 $ 2,271,365 $ 490,230 $1,038,353
Pro forma provision for income
taxes........................ 444,000 389,000 911,000 193,000 408,000
---------- ---------- ----------- ---------- ----------
Pro forma net income......... $ 686,963 $ 553,965 $ 1,360,365 $ 297,230 $ 630,353
========== ========== =========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-147
<PAGE> 259
THE WALDEN ASSET GROUP, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK
------------------ ADDITIONAL
NUMBER OF PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
--------- ------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995................. 3,000 $ -- $75,000 $ 996,649 $1,071,649
Net income............................. -- -- -- 1,075,963 1,075,963
------ ------ ------- ---------- ----------
Balance, December 31, 1995............... 3,000 -- 75,000 2,072,612 2,147,612
Net income............................. -- -- -- 894,965 894,965
Cash distributions to stockholders..... -- -- -- (55,608) (55,608)
------ ------ ------- ---------- ----------
Balance, December 31, 1996............... 3,000 -- 75,000 2,911,969 2,986,969
Net income............................. -- -- -- 2,149,365 2,149,365
------ ------ ------- ---------- ----------
Balance, December 31, 1997............... 3,000 -- 75,000 5,061,334 5,136,334
Net income (unaudited)................. -- -- -- 988,353 988,353
------ ------ ------- ---------- ----------
Balance, March 31, 1998 (unaudited)...... 3,000 $ -- $75,000 $6,049,687 $6,124,687
====== ====== ======= ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-148
<PAGE> 260
THE WALDEN ASSET GROUP, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------------------ ---------------------------
1995 1996 1997 1997 1998
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income....................... $ 1,075,963 $ 894,965 $ 2,149,365 $ 475,230 $ 988,353
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation of operating lease
equipment.................... 179,821 242,725 682,916 146,707 293,464
Gain on sale of leases......... (1,502,524) (1,470,322) (572,689) (173,380) (391,583)
Gain on sale of equipment...... (73,865) (190,456) (657,031) (154,468) (1,357,170)
Provision for lease losses..... (30,000) -- -- -- --
Changes in other assets and
liabilities:
Accounts receivable.......... (195,672) (292,324) 304,142 740,907 501,256
Equipment acquired to fulfill
leasing commitments or
held for sale or lease.... (2,602,203) 173,272 (1,895,170) (1,444,584) (6,426,907)
Deposits, prepaid expenses
and other assets.......... (71,446) 18,105 (19,206) 11,133 45
Accounts payable and accrued
expenses.................. 1,295,425 269,236 311,054 96,366 6,169,259
------------ ------------ ------------ ------------ ------------
Net cash (used in) provided by
operating activities............. (1,924,501) (354,799) 303,381 (302,089) (223,283)
------------ ------------ ------------ ------------ ------------
Cash flows from investing
activities:
Investment in direct financing
leases......................... (18,252,642) (19,504,543) (26,269,030) (4,396,639) (8,082,053)
Collections of direct financing
leases, net of finance income
earned......................... 8,643,237 10,570,839 17,288,349 2,840,507 6,241,019
Proceeds from sale of direct
financing leases............... 42,685,341 62,949,333 30,141,526 6,466,303 17,735,459
Purchases of equipment for sale
or lease....................... (41,157,570) (63,487,814) (32,808,302) (7,104,549) (21,349,429)
Proceeds from sales of
equipment...................... 73,865 1,089,232 1,046,517 246,037 1,357,170
------------ ------------ ------------ ------------ ------------
Net cash used in investing
activities....................... (8,007,769) (8,382,953) (10,600,940) (1,948,341) (4,097,834)
------------ ------------ ------------ ------------ ------------
Cash flows from financing
activities:
Proceeds from notes payable...... 18,086,338 23,547,934 30,793,837 5,949,257 10,622,640
Repayment of notes payable....... (8,662,017) (14,208,176) (20,752,988) (3,955,537) (5,633,787)
Cash distributions to
stockholders................... -- (55,608) -- -- --
------------ ------------ ------------ ------------ ------------
Net cash provided by financing
activities....................... 9,424,321 9,284,150 10,040,849 1,993,720 4,988,853
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in cash and
cash equivalents................. (507,949) 546,398 (256,710) (256,710) 667,736
Cash and cash equivalents at
beginning of year................ 910,852 402,903 949,301 949,301 692,591
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents at end of
year............................. $ 402,903 $ 949,301 $ 692,591 $ 692,591 $ 1,360,327
============ ============ ============ ============ ============
Supplemental disclosures of cash
flow information:
Cash paid for:
Interest....................... $ 2,095,036 $ 3,091,608 $ 3,765,914 $ 786,716 $ 901,407
State income taxes............. 5,831 5,671 10,489 5,000 59,272
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-149
<PAGE> 261
THE WALDEN ASSET GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--NATURE OF OPERATIONS
The Walden Asset Group, Inc. (the "Company") is a Massachusetts
corporation, established in February 1991, under Subchapter S of the Internal
Revenue Code. Its principal business activity is the structuring of lease
financing to assist customers in the acquisition of capital and production
equipment, and computer hardware and peripherals.
The Company operates from locations in Wellesley, MA, Delmar, NY,
Northfield, OH and Norwalk, CT. Lessees are located in 15 states, and financing
is provided through a variety of lease structures.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of receivables and direct financing
leases, recovery of residual values of leased equipment and depreciation.
Unaudited interim financial information. The interim financial data as of
March 31, 1998 and for the three months ended March 31, 1997 and 1998 is
unaudited; however, in the opinion of the Company, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position and results of operations and of cash
flows for the interim periods. Such interim financial data is not necessarily
indicative of results for the entire fiscal year including such interim periods.
Cash and cash equivalents. For purposes of the Statement of Cash Flows,
the Company considers all highly liquid instruments with an original maturity of
three months or less to be cash equivalents. The Company maintains cash balances
at financial institutions which, at times, are in excess of federally insured
limits.
Accounts receivable. Accounts receivable primarily consists of lease
payments receivable from lessees on operating leases and remarketing fees
receivable.
Direct financing leases. The Company invests in leases classified as
direct financing leases. The Company's net investment in direct financing leases
includes the gross rentals receivable, estimates of residual values and unearned
finance income. Unearned finance income represents the excess of the total
receivable plus the estimated residual value over the cost of equipment
acquired. Revenue from direct financing leases is recognized over the lease term
on the interest method which results in a level rate of return on the net
investment in the lease. Management does not consider initial direct costs
related to leasing activities material for capitalization; accordingly, such
costs are charged to operations in the period incurred.
At the inception of the lease, management uses available evidence and
historical experience to estimate the residual value at the end of the lease
term. Estimated residual values not guaranteed by lessees are reviewed annually
and adjusted to reflect declines in current market value.
The Company has, from time-to-time, sold selected direct financing leases.
The Company follows Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." The difference between the sales price and the net investment
in direct financing leases is recognized as a gain or loss. For such
transactions prior to January 1, 1997, the Company followed Statement of
Financial Accounting Standards No. 77, "Reporting by Transferors for Transfers
of Receivables with Recourse." The difference between the sales price and the
net receivable is recognized as a gain or loss.
F-150
<PAGE> 262
THE WALDEN ASSET GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Operating leases. All lease transactions not qualifying as direct
financing are classified as operating leases. Revenue is recognized over the
minimum term of operating leases on a straight-line basis. Equipment under
operating leases is depreciated to its estimated residual value on a
straight-line basis over five years.
Equipment acquired to fulfill leasing commitments. Computer and other
equipment acquired to fulfill leasing commitments represents cost of equipment
purchased pursuant to firm leasing commitments which will be delivered to
lessees in the near term.
Income taxes. The Company has elected S Corporation status under the
Internal Revenue Code. As an S Corporation, the Company generally is not subject
to federal income taxes since the revenues and expenses of the Company are
included in the tax returns of the individual stockholders. The Company is
directly liable for state income and franchise taxes in certain jurisdictions.
There are differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities primarily related to direct
financing leases. At December 31, 1997, the Company's net assets for financial
reporting purposes exceeds the tax basis by approximately $3,064,000. In
connection with the proposed merger with UniCapital Corporation, as discussed in
Note 8, the Company's S Corporation election will terminate and the tax effect
of the net difference between the book and tax bases of net assets at that date
will be recorded in the financial statements.
The unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Company had been
subject to federal and state income taxes for all periods presented.
Fair value of financial instruments. The carrying value of the Company's
financial instruments, including cash, accounts receivable, and accounts payable
approximated fair value because of the short maturity of these instruments. The
carrying value of notes payable approximated fair value based upon comparability
of market rates for similar instruments.
NOTE 3--RELATED PARTY TRANSACTIONS
The Company periodically sells, for cash, its rights under certain
remarketing contracts to Walden Asset Associates, a New York partnership. The
Company and its three stockholders have equal ownership interests in the
partnership. Proceeds generated by the partnership from remarketing activities
are used to fund the key man life insurance policies on the Company's
stockholders. During 1997, remarketing income of $10,000 was recorded from these
transactions. There was no such activity in 1995 or 1996.
NOTE 4--LEASING TRANSACTIONS
Direct financing leases. Direct financing leases consist principally of
capital equipment (such as forklifts), media production and telecommunications
equipment, computer hardware and peripherals, and furniture with terms ranging
to five years. The components of the Company's net investment in direct
financing leases at December 31, 1996 and 1997 were as follows:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Future minimum rentals receivable........................ $49,671,546 $59,343,233
Estimated unguaranteed residual values................... 2,128,692 2,929,140
Unearned finance income.................................. (8,997,974) (10,489,428)
----------- -----------
42,802,264 51,782,945
Allowance for lease losses............................... (70,000) (70,000)
----------- -----------
$42,732,264 $51,712,945
=========== ===========
</TABLE>
F-151
<PAGE> 263
THE WALDEN ASSET GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 4--LEASING TRANSACTIONS (CONTINUED)
Future minimum rentals receivable represent earning assets held by the
Company which are generally due in monthly installments over original periods
ranging to 60 months. Future minimum rentals receivable under direct financing
leases were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $20,146,886
1999........................................................ 19,091,982
2000........................................................ 10,602,420
2001........................................................ 6,508,917
2002........................................................ 2,264,911
Thereafter.................................................. 728,117
-----------
$59,343,233
===========
</TABLE>
Operating leases. The Company is the lessor of various types of equipment
under operating leases, principally forklifts, production equipment and
furniture. The components of equipment on operating leases at December 31, 1996
and 1997 were as follows:
<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Cost............................................... $1,699,370 $4,508,668
Accumulated depreciation........................... (199,089) (841,324)
---------- ----------
$1,500,281 $3,667,344
========== ==========
</TABLE>
Future minimum rentals receivable under noncancelable operating leases were
as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $1,337,735
1999........................................................ 922,376
2000........................................................ 433,734
2001........................................................ 223,173
2002........................................................ 119,326
----------
$3,036,344
==========
</TABLE>
Significant lease terms. The Company's lease agreements provide that the
lessee pay taxes, insurance and maintenance costs. Lease agreements generally
provide for penalty provisions in the event of early termination.
Significant concentrations. The Company's significant customers comprising
greater than 10% of the balance of the Company's net investment in direct
financing leases at December 31, 1996 and 1997 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------
CUSTOMER 1996 1997
- -------- ---- ----
<S> <C> <C>
A........................................................... 12% 13%
B........................................................... 13 12
C........................................................... 12 11
D........................................................... -- 11
</TABLE>
F-152
<PAGE> 264
THE WALDEN ASSET GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 5--NOTES PAYABLE
Notes payable at December 31, 1996 and 1997 consisted of the following:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Line of credit................................... $ 66,373 $ --
Recourse installment notes collateralized by
equipment and lease payments................... 735,759 560,642
Nonrecourse installment notes collateralized by
equipment and lease payments................... 43,149,230 53,431,569
----------- -----------
$43,951,362 $53,992,211
=========== ===========
</TABLE>
Line of credit. The Company has a $4,000,000 line of credit with a
financial institution, due on demand, all of which was unused at December 31,
1997. The line of credit agreement expires in May 1998, is collateralized by a
security interest in the assets of the Company, and is guaranteed jointly and
severally by the stockholders. Interest on the facility is computed at the prime
lending rate adjusted for a margin depending on the credit of the underlying
lessee. The maximum amounts outstanding were $2,837,095 and $1,050,000 during
the years ended December 31, 1996 and 1997, respectively.
The terms of the line of credit agreement contain restrictions, including
net worth requirements, profitability metrics and certain ratios. As of December
31, 1996 and 1997, the Company was in compliance with the restrictive covenants.
Recourse notes payable. At December 31, 1996 and 1997, the Company had
$735,759 and $560,642, respectively, in notes payable to a financial
institution, due in monthly installments of principal and interest at rates
ranging from 8.39% to 9.35%, through August 2000. The recourse notes are
collateralized by certain leases.
The aggregate annual maturities of the notes as of December 31, 1997 were
as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $431,239
1999........................................................ 121,173
2000........................................................ 8,230
--------
$560,642
========
</TABLE>
Nonrecourse installment notes. The Company has certain borrowings
outstanding from financial institutions on a nonrecourse basis. Under these
borrowings, the Company assigns all lease payments due under the applicable
leases and grants a security interest in the leased equipment to the lending
institution. In the event of a default by a lessee, the lender has a security
interest in the lease payments and underlying equipment, but has no further
recourse against the Company. Interest on these borrowings is fixed at the time
of the advance to the Company, with rates primarily ranging from 6% to 9% at
December 31, 1996 and 1997, respectively. The aggregate annual maturities of
these notes were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $17,490,756
1999........................................................ 17,488,682
2000........................................................ 10,046,264
2001........................................................ 3,930,158
2002........................................................ 4,475,709
-----------
$53,431,569
===========
</TABLE>
F-153
<PAGE> 265
THE WALDEN ASSET GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE 6--COMMITMENTS
The Company leases office space under noncancelable operating leases and
other month-to-month arrangements. Rent expense was $33,705, $35,027, and
$63,620 for the years ended December 31, 1995, 1996 and 1997, respectively.
Future minimum rental payments under the lease agreements were as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $ 49,775
1999........................................................ 40,800
2000........................................................ 40,800
2001........................................................ 40,800
2002........................................................ 13,600
--------
$185,775
========
</TABLE>
NOTE 7--EMPLOYEE BENEFIT PLAN
The Company maintains a profit sharing plan covering all full-time
employees of the Company. Contributions to the plan are made at the discretion
of the Board of Directors. In addition, the Company maintains a defined
contribution pension plan under which contributions are based upon a percentage
of compensation for all eligible employees meeting certain service requirements.
The Company contributed $100,000, $103,000 and $111,000 to the plans for the
years ended December 31, 1995, 1996 and 1997, respectively.
NOTE 8--SUBSEQUENT EVENT (UNAUDITED)
The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.
F-154
<PAGE> 266
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth fees payable to the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc., and other
estimated expenses expected to be incurred in connection with issuance and
distribution of securities being registered. All such fees and expenses shall be
paid by the Company.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $126,530
New York Stock Exchange Additional Listing Fee.............. 117,800
Legal Fees and Expenses..................................... 25,000
Miscellaneous............................................... 5,670
--------
Total..................................................... $275,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article 10 of the
registrant's Certificate of Incorporation provides that the personal liability
of directors of the registrant is eliminated to the fullest extent permitted by
Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
Article 7 of the registrant's Bylaws provides that the registrant will indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the registrant,
or is or was serving at the request of the registrant as a director, officer,
employee or agent of another entity, against certain liabilities, costs and
expenses. Article 7 further permits the registrant to maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
registrant, or is or was serving at the request of the registrant as a director,
officer, employee or agent of another entity, against any liability asserted
against such person and incurred by such person in any such capacity or arising
out of his status as such, whether or not the registrant would have the power to
indemnify such person against such liability under the DGCL. The registrant
expects to maintain directors' and officers' liability insurance.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since October 9, 1997, the registrant has sold the following shares of its
common stock. Each transaction was intended to be exempt from registration in
reliance upon Section 4(2) of the Securities Act.
<TABLE>
<CAPTION>
NO. OF SHARES OF AGGREGATE
PURCHASER DATE COMMON STOCK CONSIDERATION
--------- ------------------ ---------------- -------------
<S> <C> <C> <C>
Robert J. New................................... October 9, 1997 2,000,000 $100,000
Jonathan J. Ledecky............................. October 9, 1997 2,000,000 $100,000
The Kalb Family Trust........................... October 20, 1997 250,000 $ 12,500
Jonathan New.................................... October 20, 1997 100,000 $ 5,000
Steven Frederick................................ October 20, 1997 25,000 $ 1,250
Mark Liebman.................................... October 20, 1997 25,000 $ 1,250
</TABLE>
II-1
<PAGE> 267
<TABLE>
<CAPTION>
NO. OF SHARES OF AGGREGATE
PURCHASER DATE COMMON STOCK CONSIDERATION
- --------- ------------------ ---------------- -------------
<S> <C> <C> <C>
Vincent W. Eades................................ October 20, 1997 75,000 $ 3,750
Edward J. Mathias............................... October 20, 1997 25,000 $ 1,250
Ellen Mathias................................... October 20, 1997 50,000 $ 2,500
John A. Quelch.................................. October 20, 1997 75,000 $ 3,750
H. Steve Swink.................................. October 20, 1997 100,000 $ 5,000
Allan Yarkin.................................... October 20, 1997 70,000 $ 3,500
The Genna Rachel Yarkin Trust................... October 20, 1997 25,000 $ 1,250
The Sophie Yarkin Trust......................... October 20, 1997 25,000 $ 1,250
Henry W. Boyce, III............................. October 20, 1997 5,000 $ 250
Bruce E. Kropschot.............................. November 13, 1997 250,000 $ 12,500
Bruce E. Kropschot.............................. December 14, 1997 150,000 $ 75,000
Michael Kalb.................................... December 31, 1997 26,250 $ 78,750
Gaston Friedlander Irrevocable Trust............ January 3, 1998 183,750 $551,250
Martin Kalb..................................... January 16, 1998 75,000 $225,000
Michael Rabinovitch............................. January 16, 1998 26,250 $ 78,750
Jonathan New.................................... January 18, 1998 52,500 $157,500
Bruce E. Kropschot.............................. January 23, 1998 20,000 $ 60,000
Steven E. Hirsch................................ January 24, 1998 315,000 $945,000
The G&T Trust................................... January 25, 1998 210,000 $630,000
Jonathan J. Ledecky............................. January 29, 1998 75,000 $225,000
Robert J. New................................... January 29, 1998 75,000 $225,000
Martin Kalb..................................... January 29, 1998 75,000 $225,000
Jonathan New.................................... January 29, 1998 25,000 $ 75,000
The G&T Trust................................... January 29, 1998 10,000 $ 30,000
Bruce E. Kropschot.............................. February 2, 1998 50,000 $150,000
Theodore J. Rogenski............................ February 4, 1998 200,000 $600,000
Robert Seaman................................... February 5, 1998 50,000 $150,000
Robert J. New................................... February 17, 1998 40,000 $400,000
Jonathan J. Ledecky............................. February 17, 1998 40,000 $400,000
</TABLE>
In addition, as of February 14, 1998 and February 16, 1998, the registrant
entered into 10 Amended and Restated Agreements and Plans of Contribution and
two Amended and Restated Purchase Agreements, pursuant to which the registrant
issued an aggregate of 13,334,064 shares of its common stock and granted to
certain employees of the entities that are parties to such agreements (other
than the registrant) options to purchase that number of shares of its common
stock as equals 6.25% of the consideration (as set forth in such agreements)
paid in such transactions. Each such share issuance was consummated in May 1998.
Each such transaction was intended to be exempt from registration in reliance
upon Section 4(2) of the Securities Act.
II-2
<PAGE> 268
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this registration
statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
2.01 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, ACR Acquisition Corp.,
American Capital Resources, Inc. and Michael B. Pandolfelli
and Gerald P. Ennella, dated as of February 14, 1998.(1)
2.02 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, BCG Acquisition Corp.,
Boulder Capital Group, Inc., Roy L. Burger and Carl M.
Williams, dated as of February 14, 1998.(1)
2.03 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, CLA Acquisition Corp.,
Stuart L. Cauff, The 1998 Cauff Family Trust, Wayne D.
Lippman and The 1998 Lippman Family Trust, dated as of
February 14, 1998.(1)
2.04 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, JCS Acquisition Corp.,
Jacom Computer Services, Inc. and John L. Alfano, dated as
of February 16, 1998.(1)
2.05 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, KSTN Acquisition Corp.,
K.L.C., Inc. and Alan H. Kaufman and Edgar W. Lee, dated as
of February 14, 1998.(1)
2.06 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, XFC Acquisition Corp.,
Matrix Funding Corporation, and Richard C. Emery, J. Robert
Bonnemort, David A. DiCesaris, Jack S. and Judith F. Emery,
Trustees for Jack S. Emery Trust, Alvin W. and Lila E.
Emery, Trustees for Alvin W. and Lila E. Emery Trust, JSE
Partners, Ltd., a Utah Limited Partnership, LBK Limited
Partnership, a Utah Limited Partnership, John I. Kasteler,
Jr., Craig C. Mortensen, Shanni Staker, and Christian F.
Emery, dated as of February 14, 1998.(1)
2.07 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, MFA Acquisition Corp., Merrimac
Financial Associates and Allan Z. Gilbert, Jordan L. Shatz
and Mark F. Cignoli, dated as of February 14, 1998.(1)
2.08 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, MCMG Acquisition Corp.,
Municipal Capital Markets Group, Inc., and the Stockholders
Named Therein, dated as of February 14, 1998.(1)
2.09 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, NSJ Acquisition Corp., W.
Jeptha Thornton, Richard C. Giles, Samuel J. Thornton, The
1998 Giles Family Trust and The 1998 Thornton Family Trust,
dated as of February 14, 1998.(1)
2.10 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, PFSC Acquisition Corp., PFSC Limited
Acquisition Corp., Portfolio Financial Servicing Company,
L.P. and The Partners Listed on the Signature Page, dated as
of February 14, 1998.(1)
2.11 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, VC Acquisition Corp.,
Varilease Corporation, and the Stockholders of such company
listed on the Signature Page, dated as of February 14,
1998.(1)
- -----------------------------------------------------------------------
(1) Incorporated by reference to exhibit with corresponding number
filed with Amendment No. 1 to the registrant's Registration
Statement on Form S-1 (File No. 333-46603), as filed with the
Commission on April 3, 1998.
(2) Incorporated by reference to exhibit with corresponding number
filed with Amendment No. 2 to the registrant's Registration
Statement on Form S-1 (File No. 333-46603), as filed with the
Commission on April 15, 1998.
(3) Incorporated by reference to exhibit with corresponding number
filed with Amendment No. 3 to the registrant's Registration
Statement on Form S-1 (File No. 333-46603), as filed with the
Commission on April 24, 1998.
* Filed herewith.
</TABLE>
II-3
<PAGE> 269
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
2.12 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, WAG Acquisition Corp., The
Walden Asset Group, Inc. and the Stockholders of such
company listed on the Signature Page, dated as of February
14, 1998.(1)
3.01 Certificate of Incorporation of UniCapital Corporation, as
amended.(2)
3.02 Bylaws of UniCapital Corporation.(1)
5.01 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.*
10.01 Employment Agreement between UniCapital Corporation and
Theodore J. Rogenski, effective as of May 20, 1998.*
10.02 Employment Agreement between UniCapital Corporation and
Bruce E. Kropschot, effective as of May 20, 1998.*
10.03 Employment Agreement between UniCapital Corporation and
Martin Kalb, effective as of May 20, 1998.*
10.04 Employment Agreement between UniCapital Corporation and
Steven E. Hirsch, effective as of May 20, 1998.*
10.05 UniCapital Corporation 1997 Executive Non-Qualified Stock
Option Plan.(1)
10.06 Line of Credit Agreement between UniCapital and Northern
Trust Bank due on July 31, 1998.(3)
10.07 UniCapital Corporation 1998 Long-Term Incentive Plan.(1)
10.08 UniCapital Corporation 1998 Non-Employee Directors' Stock
Plan.(1)
10.09 UniCapital Corporation 1998 Employee Stock Purchase Plan.(1)
10.10 Employment Agreement between UniCapital Corporation and
Robert J. New, effective as of May 20, 1998.*
10.11 Employment Agreement between UniCapital Corporation and
Jonathan New, effective as of May 20, 1998.*
10.12 Employment Agreement between UniCapital Corporation and
Stuart Cauff, effective as of May 20, 1998.*
10.13 Employment Agreement between UniCapital Corporation and John
L. Alfano, effective as of May 20, 1998.*
23.01 Consent of Price Waterhouse LLP.
23.02 Consent of KPMG Peat Marwick LLP.
23.03 Consent of Ernst & Young LLP.
23.04 Consent of BDO Seidman, LLP.
23.05 Consent of Coopers & Lybrand L.L.P.
23.06 Consent of Tanner + Co.
23.07 Consent of Grant Thornton LLP.
23.08 Consent of Arthur Andersen LLP.
23.09 Consent of KPMG Peat Marwick LLP.
23.10 Consent of Morgan, Lewis & Bockius LLP (included in opinion
filed as Exhibit 5.01).*
24.01 Power of Attorney.*
</TABLE>
- ---------------
(1) Incorporated by reference to exhibit with corresponding number filed with
Amendment No. 1 to the registrant's Registration Statement on Form S-1 (File
No. 333-46603), as filed with the Commission on April 3, 1998.
(2) Incorporated by reference to exhibit with corresponding number filed with
Amendment No. 2 to the registrant's Registration Statement on Form S-1 (File
No. 333-46603), as filed with the Commission on April 15, 1998.
(3) Incorporated by reference to exhibit with corresponding number filed with
Amendment No. 3 to the registrant's Registration Statement on Form S-1 (File
No. 333-46603), as filed with the Commission on April 24, 1998.
* Filed herewith.
II-4
<PAGE> 270
(b) Financial statement schedules have been omitted because they are
inapplicable, are not required under applicable provisions of Regulation S-X, or
the information that would otherwise be included in such schedules is contained
in the registrant's financial statements or accompanying notes.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (sec.230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-5
<PAGE> 271
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on June 9, 1998.
UNICAPITAL CORPORATION
By: /s/ ROBERT J. NEW
------------------------------------
Robert J. New
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ ROBERT J. NEW Chairman and Chief Executive Officer June 9, 1998
- --------------------------------------------- and a Director (Principal Executive
Robert J. New Officer)
* Chief Financial Officer (Principal June 9, 1998
- --------------------------------------------- Financial and Accounting Officer)
Jonathan New
* Director June 9, 1998
- ---------------------------------------------
Bruce E. Kropschot
* Director June 9, 1998
- ---------------------------------------------
Jonathan J. Ledecky
/s/ VINCENT W. EADES Director June 9, 1998
- ---------------------------------------------
Vincent W. Eades
* Director June 9, 1998
- ---------------------------------------------
John A. Quelch
* Director June 9, 1998
- ---------------------------------------------
Anthony K. Shriver
</TABLE>
* By: /s/ ROBERT J. NEW
---------------------------------------
Robert J. New, Attorney-in-Fact,
pursuant to powers of attorney
previously filed
as part of this registration statement.
II-6
<PAGE> 272
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
- ------- ----------- --------------
<S> <C> <C>
2.01 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, ACR Acquisition Corp.,
American Capital Resources, Inc. and Michael B. Pandolfelli
and Gerald P. Ennella, dated as of February 14, 1998.(1)
2.02 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, BCG Acquisition Corp.,
Boulder Capital Group, Inc., Roy L. Burger and Carl M.
Williams, dated as of February 14, 1998.(1)
2.03 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, CLA Acquisition Corp.,
Stuart L. Cauff, The 1998 Cauff Family Trust, Wayne D.
Lippman and The 1998 Lippman Family Trust, dated as of
February 14, 1998.(1)
2.04 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, JCS Acquisition Corp.,
Jacom Computer Services, Inc. and John L. Alfano, dated as
of February 16, 1998.(1)
2.05 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, KSTN Acquisition Corp.,
K.L.C., Inc. and Alan H. Kaufman and Edgar W. Lee, dated as
of February 14, 1998.(1)
2.06 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, XFC Acquisition Corp.,
Matrix Funding Corporation, and Richard C. Emery, J. Robert
Bonnemort, David A. DiCesaris, Jack S. and Judith F. Emery,
Trustees for Jack S. Emery Trust, Alvin W. and Lila E.
Emery, Trustees for Alvin W. and Lila E. Emery Trust, JSE
Partners, Ltd., a Utah Limited Partnership, LBK Limited
Partnership, a Utah Limited Partnership, John I. Kasteler,
Jr., Craig C. Mortensen, Shanni Staker, and Christian F.
Emery, dated as of February 14, 1998.(1)
2.07 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, MFA Acquisition Corp., Merrimac
Financial Associates and Allan Z. Gilbert, Jordan L. Shatz
and Mark F. Cignoli, dated as of February 14, 1998.(1)
2.08 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, MCMG Acquisition Corp.,
Municipal Capital Markets Group, Inc., and the Stockholders
Named Therein, dated as of February 14, 1998.(1)
2.09 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, NSJ Acquisition Corp., W.
Jeptha Thornton, Richard C. Giles, Samuel J. Thornton, The
1998 Giles Family Trust and The 1998 Thornton Family Trust,
dated as of February 14, 1998.(1)
2.10 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, PFSC Acquisition Corp., PFSC Limited
Acquisition Corp., Portfolio Financial Servicing Company,
L.P. and the Partners Listed on the Signature Page, dated as
of February 14, 1998.(1)
2.11 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, VC Acquisition Corp.,
Varilease Corporation, and the Stockholders of such company
listed on the Signature Page, dated as of February 14,
1998.(1)
2.12 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, WAG Acquisition Corp., The
Walden Asset Group, Inc. and the Stockholders of such
company listed on the Signature Page, dated as of February
14, 1998.(1)
3.01 Certificate of Incorporation of UniCapital Corporation, as
amended.(2)
</TABLE>
<PAGE> 273
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
- ------- ----------- --------------
<S> <C> <C>
3.02 Bylaws of UniCapital Corporation.(1)
5.01 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.*
10.01 Employment Agreement between UniCapital Corporation and
Theodore J. Rogenski, effective as of May 20, 1998.*
10.02 Employment Agreement between UniCapital Corporation and
Bruce E. Kropschot, effective as of May 20, 1998.*
10.03 Employment Agreement between UniCapital Corporation and
Martin Kalb, effective as of May 20, 1998.*
10.04 Employment Agreement between UniCapital Corporation and
Steven E. Hirsch, effective as of May 20, 1998.*
10.05 UniCapital Corporation 1997 Executive Non-Qualified Stock
Option Plan.(1)
10.06 Line of Credit Agreement between UniCapital and Northern
Trust Bank due on July 31, 1998.(3)
10.07 UniCapital Corporation 1998 Long-Term Incentive Plan.(1)
10.08 UniCapital Corporation 1998 Non-Employee Directors' Stock
Plan.(1)
10.09 UniCapital Corporation 1998 Employee Stock Purchase Plan.(1)
10.10 Employment Agreement between UniCapital Corporation and
Robert J. New, effective as of May 20, 1998.*
10.11 Employment Agreement between UniCapital Corporation and
Jonathan New, effective as of May 20, 1998.*
10.12 Employment Agreement between UniCapital Corporation and
Stuart Cauff, effective as of May 20, 1998.*
10.13 Employment Agreement between UniCapital Corporation and John
L. Alfano, effective as of May 20, 1998.*
23.01 Consent of Price Waterhouse LLP.
23.02 Consent of KPMG Peat Marwick LLP.
23.03 Consent of Ernst & Young LLP.
23.04 Consent of BDO Seidman, LLP.
23.05 Consent of Coopers & Lybrand L.L.P.
23.06 Consent of Tanner + Co.
23.07 Consent of Grant Thornton LLP.
23.08 Consent of Arthur Andersen LLP.
23.09 Consent of KPMG Peat Marwick LLP.
23.10 Consent of Morgan, Lewis & Bockius LLP (included in opinion
filed as Exhibit 5.01).*
24.01 Power of Attorney.*
</TABLE>
- ---------------
(1) Incorporated by reference to exhibit with corresponding number filed with
Amendment No. 1 to the registrant's Registration Statement on Form S-1 (File
No. 333-46603), as filed with the Commission on April 3, 1998.
(2) Incorporated by reference to exhibit with corresponding number filed with
Amendment No. 2 to the registrant's Registration Statement on Form S-1 (File
No. 333-46603), as filed with the Commission on April 15, 1998.
(3) Incorporated by reference to exhibit with corresponding number filed with
Amendment No. 3 to the registrant's Registration Statement on Form S-1 (File
No. 333-46603), as filed with the Commission on April 24, 1998.
* Filed herewith.
<PAGE> 1
Exhibit 5.01
One Oxford Centre MORGAN, LEWIS
Thirty-Second Floor & BOCKIUS LLP
Pittsburgh, PA 15219-6401 Counselors at Law
412-560-3300
Fax: 412-560-3399
June 8, 1998
UniCapital Corporation
10800 Biscayne Boulevard
Suite 300
Miami, FL 33161
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to UniCapital Corporation, a Delaware corporation (the
"Company"), in connection with the preparation of its Registration Statement on
Form S-1 (File No. 333-53779) filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, relating to the offering and
sale by the Company of up to 25,000,000 shares (the "Shares") of the Company's
Common Stock, par value $.001 per share ("Common Stock").
We are familiar with the Registration Statement. We have reviewed the Company's
Certificate of Incorporation and Bylaws, each as amended to date. We have also
examined such other public and corporate documents, certificates, instruments
and corporate records, and such questions of law, as we have deemed necessary
for purposes of expressing an opinion on the matters hereinafter set forth. In
all examinations of documents, instruments and other papers, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity to original and certified documents of all copies submitted to us as
conformed, photostatic or other copies.
On the basis of the foregoing, we are of the opinion that the Shares, when
issued and sold in accordance with the plan of distribution set forth in the
Registration Statement, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Prospectus forming a part thereof
under the caption "Legal Matters." By giving this consent, we do not admit that
we are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Yours truly,
/s/ MORGAN, LEWIS & BOCKIUS LLP
- -------------------------------
<PAGE> 1
Exhibit 10.01
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 20th day of May, 1998 by and between UNICAPITAL CORPORATION, a Delaware
corporation (the "Company"), and THEODORE J. ROGENSKI (the "Employee").
R E C I T A L S
---------------
The Company desires to obtain the services of the Employee in the
employment of the Company on the terms and subject to the conditions set forth
in this Agreement, and the Employee desires to make his services available to
the Company on the terms and subject to the conditions set forth in this
Agreement.
A G R E E M E N T
-----------------
NOW, THEREFORE, in consideration of the premises, agreements and mutual
covenants set forth herein, the parties hereto, intending to be bound legally,
hereby agree as follows:
1. DEFINITIONS. The following terms when used herein, unless the
context otherwise requires, shall be defined as follows:
1.1 "Cause" shall have the meaning set forth in Section
5.1 hereof.
1.2 "Company" shall mean UniCapital Corporation, a
Delaware corporation.
1.3 "Competing Business" shall have the meaning set forth
in Section 6.1 hereof.
1.4 "Confidential Information" shall have the meaning set
forth in Section 9.1 hereof.
1.5 "Term" shall have the meaning set forth in Section 3
hereof.
2. EMPLOYMENT
2.1 General. The Company hereby agrees to employ the Employee
as Chief Operating Officer during the Term of this Agreement on the terms and
subject to the conditions contained in this Agreement, and the Employee hereby
agrees to accept such employment on the terms and subject to the conditions
contained in this Agreement.
2.2 Duties of Employee. During the Term of this Agreement, the
Employee shall diligently perform all duties and responsibilities as may be
assigned to him by the Company's Board of Directors and shall exercise such
power and authority as may from time to time be delegated to
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him thereby. The Employee shall devote his full business time and attention to
the business and affairs of the Company as necessary to perform his duties and
responsibilities hereunder, render such services to the best of his ability, and
use his best efforts to promote the interests of the Company.
3. TERM. Subject to the provisions of Section 5 of this
Agreement, the Company shall employ the Employee for a term commencing on the
date first written above (the "Effective Date"), which shall be the date of
consummation of the initial public offering by the Company of its common stock
(the "IPO") pursuant to a registration statement on Form S-1 filed by the
Company with the Securities and Exchange Commission (the "SEC") relating to such
IPO (the "Registration Statement") and declared effective by the SEC and
expiring on April 1, 2000.
4. COMPENSATION.
4.1 Salary. The Employee shall receive an annual salary of
Four-Hundred- Seventy-Five Thousand Dollars ($475,000.00) during the Term of
this Agreement, and such salary shall be payable in installments consistent with
the Company's normal payroll schedule commencing on either the first or
fifteenth day of the month, as the case may be, following the Effective Date.
4.2 Benefits. During the Term of this Agreement, the Employee
shall be entitled to participate in all plans adopted for the general benefit of
the Company's employees, such as stock option plans, 401(k) plans, pension
plans, profit sharing plans, medical plans, group or other insurance plans and
benefits, to the extent that the Employee is and remains eligible to participate
therein and subject to the eligibility provisions of such plans in effect from
time to time. For each calendar year during the Term of this Agreement, the
Employee shall be entitled to not less than four weeks of paid vacation,
prorated for any period of employment of less than an entire year.
4.3 Withholding. Notwithstanding any provision in this
Agreement to the contrary, all payments required to be made by the Company
hereunder to the Employee in connection with the Employee's employment hereunder
shall be subject to withholding of such amounts relating to taxes as the Company
may reasonably determine it should withhold pursuant to any applicable law or
regulation. In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provisions for the payment of
taxes, provided that the Company is satisfied that all requirements of law
affecting its responsibilities to withhold have been satisfied.
4.4 Reimbursement of Expenses. The Company agrees to reimburse
the Employee for all reasonable business expenses (including, without
limitation, reasonable travel and entertainment expenses) incurred by the
Employee in the discharge of his duties hereunder, subject to the Company's
reimbursement policies in effect from time to time. The Employee agrees to
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maintain reasonable records of his business expenses in such form and detail as
the Company may request and to make such records available to the Company as and
when requested.
5. TERMINATION
5.1 Termination for Cause. Notwithstanding any provision in
this Agreement to the contrary, this Agreement may be terminated by the Company
for "Cause" at any time during the Term hereof, and such termination shall be
effective immediately upon written notice to the Employee. For purposes of this
Agreement, "Cause" for the termination of the Employee's employment hereunder
shall be deemed to exist if, in the reasonable judgment of the Company's Board
of Directors: (a) the Employee commits fraud, theft or embezzlement against the
Company; (b) the Employee commits a felony or a crime involving moral turpitude;
(c) the Employee compromises trade secrets or other proprietary information of
the Company; (d) the Employee breaches any non-competition or non-solicitation
agreement with the Company or any subsidiary or affiliate thereof; (e) the
Employee breaches any of the terms of this Agreement (other than those
referenced in clauses (c) and (d) of this Section 5.1) and fails to cure such
breach within 10 days after the receipt of written notice of such breach from
the Company; or (f) the Employee engages in gross negligence or willful
misconduct that causes harm to the business and operations of the Company or a
subsidiary or affiliate thereof. Upon any termination pursuant to this Section
5.1, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
5.2 Termination by the Company Without Cause. The Company may,
in its sole and absolute discretion, terminate the employment of the Employee
hereunder, at any time prior to the expiration of the term of this Agreement,
without "Cause" (as such term is defined in Section 5.1 above), or otherwise
without any cause, reason or justification, provided that the Company provides
to the Employee at least sixty (60) days' prior written notice (the "Termination
Notice") of such termination. In the event of any such termination by the
Company, (a) the Employee's employment with the Company shall cease and
terminate on the date specified in the Termination Notice (or, if no date is so
specified, on the date which is 60 days following the date of such notice), and
(b) the Employee shall be entitled to receive and be paid solely the Employee's
salary then in effect for the shorter of (x) the eight-month period following
the Employee's termination or (y) the remaining Term of this Agreement, payable
over such period at the Company's regular and customary intervals for the
payment of salaries as then in effect, and the Company shall have no further
liability or other obligation of any kind whatsoever to the Employee.
5.3 Death of the Employee. In the event that the Employee
shall die during the Term of this Agreement, the Employee's employment with the
Company shall immediately cease and terminate and the Employee's estate, heirs
(at law), devisees, legatees or other proper and legally entitled descendants,
or the personal representative, executor, administrator or other proper legal
representative on behalf of such descendants, shall be entitled to receive and
be paid solely the
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Employee's salary through the date of death, and the Company shall have no
further liability or other obligation of any kind whatsoever to the Employee.
5.4 Disability of the Employee. In the event that the Employee
becomes incapacitated during the Term by reason of sickness, accident or other
mental or physical disability such that he is substantially unable to perform
his duties and responsibilities hereunder for a period of 60 consecutive days,
or for shorter or intermittent periods aggregating 90 days during any 12-month
period (a "Disability"), the Company thereafter shall have the right, in its
sole and absolute discretion, to terminate the Employee's employment under this
Agreement by sending written notice of such termination to the Employee or its
legal guardian or other proper legal representative and thereupon his employment
hereunder shall immediately cease and terminate. In the event of any such
termination, the Employee shall be entitled to receive and be paid solely the
Employee's salary then in effect through the effective date of termination and
the Company shall have no further liability or other obligation of any kind
whatsoever to the Employee.
5.5 Termination by the Employee. Provided that the Company
does not have "Cause" to terminate the Employee pursuant to Section 5.1 above,
the Employee may terminate the Employee's employment with the Company hereunder
at any time and for any reason. Employee must provide to the Company written
notice of such termination not less than 365 days prior to the date such
termination is to be effective. Upon any termination pursuant to this Section
5.5, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
6. AGREEMENT NOT TO COMPETE
6.1 As used in this Agreement, "Competing Business" shall mean
any business or enterprise which is engaged in (a) the equipment leasing
business; or (b) any business, business segment or product line engaged in by
the Company on the date of termination of the Employee's employment with the
Company (clauses (a) and (b) collectively referred to herein as the "Company's
Business").
6.2 The Employee agrees that, during the Term of this
Agreement and for two years following the termination or expiration of his
employment for any reason whatsoever, he will not, without the prior written
consent of the Company, either directly or indirectly, on his own behalf or in
the service of or on behalf of others as a shareholder, director, officer,
trustee, consultant, independent contractor or employee, engage in, or be
employed by, or provide services to, any Competing Business within the State of
Florida or in any other state in which the Company or any subsidiary or
affiliate thereof is engaged in business or in which of any of their respective
products or services are marketed or sold at the time of such termination.
7. AGREEMENT NOT TO SOLICIT OR SELL TO CUSTOMERS. The Employee
agrees that, during the Term of this Agreement and for two years following the
termination or expiration of his
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employment for any reason whatsoever, he will not without the prior written
consent of the Company, either directly or indirectly, call on, solicit, take
away, accept as a client, customer or prospective client, customer or attempt to
call on, solicit, take away or accept as a client, customer prospective client
or customer, any person that was a client, customer or prospective client or
customer of the Company or any of its subsidiaries or affiliates.
8. AGREEMENT NOT TO SOLICIT OR HIRE EMPLOYEES. The Employee
agrees that during the Term of this Agreement and for two years following the
termination or expiration of his employment for any reason whatsoever, he will
not, either directly or indirectly, on his own behalf or in the service or on
behalf of others, solicit, divert or hire, attempt to solicit, divert or hire or
induce or attempt to induce to discontinue employment with the Company or any
subsidiary or affiliate thereof, any person employed by the Company or any
subsidiary or affiliate thereof, whether or not such employee is a full time
employee or a temporary employee of the Company or any subsidiary or affiliate
thereof and whether or not such employment is for a determined period or is at
will.
9. OWNERSHIP AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL
INFORMATION
9.1 As used in this Agreement, "Confidential Information"
shall mean all customer sales and marketing information, customer account
records, proprietary receipts and/or processing techniques, information
regarding vendors and products, training and operations memoranda and similar
information, personnel records, pricing information, financial information and
trade secrets concerning or relating to the business, accounts, customers,
employees and affairs of the Company, or any subsidiary or affiliate thereof,
obtained by or furnished, disclosed or disseminated to the Employee, or
obtained, assembled or compiled by the Employee or under his supervision during
the course of his employment by the Company, and all physical embodiments of the
foregoing, all of which are hereby agreed to be the property of and confidential
to the Company, but Confidential Information shall not include any of the
foregoing to the extent the same is or becomes publicly known through no fault
or breach of this Agreement by the Employee.
9.2 The Employee acknowledges and agrees that all Confidential
Information, and all physical embodiments thereof, are confidential to and shall
be and remain the sole and exclusive property of the Company. Upon request by
the Company, and in any event upon termination of the Employee's employment with
the Company for any reason whatsoever, as a prior condition to the Employee's
receipt of any final salary or benefit payments hereunder, the Employee shall
deliver to the Company all property belonging to the Company or any of its
subsidiaries or affiliates, including, without limitation, all Confidential
Information (and all embodiments thereof), then in his custody, control or
possession, but any forfeiture of such salary or benefit shall not be considered
a satisfaction or a release of or liquidated damages for any claim(s) for
damages against the Employee which may accrue to the Company, as a result of any
breach of this Section 9 by the Employee.
9.3 The Employee agrees that he will not, either during the
Term of this Agreement or at any time thereafter, without the prior written
consent of the Company, use, disclose or make available any Confidential
Information to any person or entity, nor shall he use, disclose,
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make available or cause to be used, disclosed or made available, or permit or
allow, either on his own behalf or on behalf of others, any use or disclosure of
such Confidential Information other than in the proper performance of the
Employee's duties hereunder.
10. INVENTIONS. The Employee shall disclose promptly to the
Company any and all conceptions and ideas for inventions, improvements, and
valuable discoveries, whether patentable or not, that are conceived or made by
the Employee, solely or jointly with another, during the Term of this Agreement
and that are directly related to the business or activities of the Company and
that the Employee conceives as a result of his employment by the Company,
regardless of whether or not such ideas, inventions, or improvements qualify as
"works for hire." The Employee hereby assigns and agrees to assign all his
interests therein to the Company or its nominee. Whenever requested to do so by
the Company, the Employee shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.
11. REASONABLENESS OF RESTRICTIONS. In the event that any
provision relating to time period or geographic area of any restriction set
forth in Sections 6, 7, 8, 9 or 10 shall be declared by a court of competent
jurisdiction to exceed the maximum time period or area of restriction that the
court deems reasonable and enforceable, the time period or area of restriction
which the court finds to be reasonable and enforceable shall be deemed to
become, and thereafter shall be, the maximum time period or geographic area of
such restriction.
12. ENFORCEABILITY. Any provision of Sections 6, 7, 8, 9 or 10
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, but shall
be enforced to the maximum extent permitted by law, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
13. INJUNCTION. It is recognized and hereby acknowledged by the
parties hereto that a breach by the Employee of any of the covenants contained
in Sections 6, 7, 8, 9 or 10 of this Agreement will cause irreparable harm and
damage to the Company, the monetary amount of which may be virtually impossible
to ascertain. As a result, the Employee recognizes and hereby acknowledges that
the Company shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all of the
covenants contained in Sections 6, 7, 8, 9 or 10 of this Agreement by the
Employee or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be cumulative
and in addition to whatever other remedies the Company may possess.
14. ASSIGNMENT. The Employee shall not delegate his employment
obligations pursuant to this Agreement to any other person.
15. EMPLOYER'S AUTHORITY. The relationship between the parties
hereto is that of employer and employee. The Employee agrees to observe and
comply with the rules and regulations
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of the Company, as adopted by the Company from time to time with respect to the
performance of the duties of the Employee. The Employee acknowledges that he has
no authority to enter into any contracts or other obligations that are binding
upon the Company unless such contracts or obligations are authorized by the
Board of Directors of the Company. The Company shall have the power to direct,
control and supervise the duties to be performed by the Employee, the manner of
performing said duties, and the time of performing said duties.
16. GOVERNING LAW. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Florida,
excluding the choice of law rules thereof. The Company and the Employee each
hereby irrevocably submit to the jurisdiction of the state or federal courts
located in Dade County, Florida in connection with any suit, action or other
proceeding arising out of or relating to this Agreement and hereby agree not to
assert, by way of motion, as a defense, or otherwise in any such suit, action or
proceeding that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced by such courts.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, understandings and arrangements, both oral
and written, between the parties hereto with respect to such subject matter.
This Agreement may not be modified in any way, unless by a written instrument
signed by both the Company and the Employee.
18. NOTICES. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or three (3) days after sent by registered or certified United
States mail, return receipt requested, postage prepaid, or the next business day
following dispatch by a reputable overnight courier service, addressed as
follows:
(i) If to the Employee:
Theodore J. Rogenski
--------------------
--------------------
(ii) If to the Company:
UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Robert J. New
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with a copy given in the manner prescribed
above to:
Morgan, Lewis & Bockius LLP
One Oxford Centre, Thirty-Second Floor
Pittsburgh, PA 15219
Attention: David A. Gerson
or to such other addresses as either party hereto may from time to time give
notice of to the other party hereto in the aforesaid manner.
19. BENEFITS; BINDING EFFECT. This Agreement shall be for the
benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors and assigns.
20. SEVERABILITY. Except as otherwise provided in Sections 11 and
12, the invalidity of any one or more of the words, phrases, sentences, clauses,
sections or subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses, sections
or subsections contained in this Agreement or any part thereof shall be declared
invalid, this Agreement shall be construed as if such invalid word or words,
phrase or phrases, sentence or sentences, clause or clauses, section or sections
or subsection or subsections had not been inserted. If such invalidity is caused
by length of time or size of area, or both, the otherwise invalid provision will
be considered to be reduced to a period or area which would cure such
invalidity.
21. DAMAGES. Nothing contained herein shall be construed to
prevent the Company or the Employee from seeking and recovering from the other
damages sustained by either or both of them as a result of its or his breach of
any term or provision of this Agreement. In the event that either party hereto
brings suit for the collection of any damages resulting from, or the injunction
of any action constituting, a breach of any of the terms or provisions of this
Agreement, then the non-prevailing party shall pay all reasonable court costs
and attorneys' fees of the other party.
22. SECTION HEADINGS. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
23. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in
this Agreement is intended, or shall be construed, to confer upon or give any
person other than the parties hereto and their respective heirs, personal
representative, legal representative, successors and assigns, any rights or
remedies under or by reason of this Agreement.
24. AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Company
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and the Employee. No delay or failure at any time on the part of the Company in
exercising any right, power or privilege under this Agreement, or in enforcing
any provision of this Agreement, shall impair any such right, power or
privilege, or be construed as a waiver of any default or as any acquiescence
therein, or shall affect the right of the Company thereafter to enforce each and
every provision of this Agreement in accordance with its terms. The waiver by
either party hereto of a breach or violation of any term or provision of this
Agreement shall neither operate nor be construed as a waiver of any subsequent
breach or violation.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
UNICAPITAL CORPORATION
By: /s/ ROBERT J. NEW
---------------------
Name: Robert J. New
Title: Chairman and Chief
Executive Officer
EMPLOYEE
/s/ THEODORE J. ROGENSKI
-------------------------
Theodore J. Rogenski
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Exhibit 10.02
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 20th day of May, 1998 by and between UNICAPITAL CORPORATION, a Delaware
corporation (the "Company"), and BRUCE E. KROPSCHOT (the "Employee").
R E C I T A L S
---------------
The Company desires to obtain the services of the Employee in the
employment of the Company on the terms and subject to the conditions set forth
in this Agreement, and the Employee desires to make his services available to
the Company on the terms and subject to the conditions set forth in this
Agreement.
A G R E E M E N T
-----------------
NOW, THEREFORE, in consideration of the premises, agreements and mutual
covenants set forth herein, the parties hereto, intending to be bound legally,
hereby agree as follows:
1. DEFINITIONS. The following terms when used herein, unless the
context otherwise requires, shall be defined as follows:
1.1 "Cause" shall have the meaning set forth in Section
5.1 hereof.
1.2 "Company" shall mean UniCapital Corporation, a
Delaware corporation.
1.3 "Competing Business" shall have the meaning set forth
in Section 6.1 hereof.
1.4 "Confidential Information" shall have the meaning set
forth in Section 9.1 hereof.
1.5 "Term" shall have the meaning set forth in Section 3
hereof.
2. EMPLOYMENT
2.1 General. The Company hereby agrees to employ the Employee
as Vice Chairman -- Mergers & Acquisitions during the Term of this Agreement on
the terms and subject to the conditions contained in this Agreement, and the
Employee hereby agrees to accept such employment on the terms and subject to the
conditions contained in this Agreement.
2.2 Duties of Employee. During the Term of this Agreement, the
Employee shall diligently perform all duties and responsibilities as may be
assigned to him by the Company's Board of Directors and shall exercise such
power and authority as may from time to time be delegated to
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him thereby. The Employee shall devote his full business time and attention to
the business and affairs of the Company as necessary to perform his duties and
responsibilities hereunder, render such services to the best of his ability, and
use his best efforts to promote the interests of the Company.
3. TERM. Subject to the provisions of Section 5 of this
Agreement, the Company shall employ the Employee for a term commencing on the
date first written above (the "Effective Date"), which shall be the date of
consummation of the initial public offering by the Company of its common stock
(the "IPO") pursuant to a registration statement on Form S-1 filed by the
Company with the Securities and Exchange Commission (the "SEC") relating to such
IPO (the "Registration Statement") and declared effective by the SEC and
expiring on the date which is the second (2nd) anniversary of the earlier of (i)
April 1, 1998 or (ii) the date of initial filing of the Registration Statement
with the SEC.
4. COMPENSATION.
4.1 Salary. The Employee shall receive an annual salary of
Four-Hundred-Fifty Thousand Dollars ($450,000.00) during the Term of this
Agreement, and such salary shall be payable in installments consistent with the
Company's normal payroll schedule commencing on either the first or fifteenth
day of the month, as the case may be, following the Effective Date.
4.2 Benefits. During the Term of this Agreement, the Employee
shall be entitled to participate in all plans adopted for the general benefit of
the Company's employees, such as stock option plans, 401(k) plans, pension
plans, profit sharing plans, medical plans, group or other insurance plans and
benefits, to the extent that the Employee is and remains eligible to participate
therein and subject to the eligibility provisions of such plans in effect from
time to time. For each calendar year during the Term of this Agreement, the
Employee shall be entitled to not less than four weeks of paid vacation,
prorated for any period of employment of less than an entire year.
4.3 Withholding. Notwithstanding any provision in this
Agreement to the contrary, all payments required to be made by the Company
hereunder to the Employee in connection with the Employee's employment hereunder
shall be subject to withholding of such amounts relating to taxes as the Company
may reasonably determine it should withhold pursuant to any applicable law or
regulation. In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provisions for the payment of
taxes, provided that the Company is satisfied that all requirements of law
affecting its responsibilities to withhold have been satisfied.
4.4 Reimbursement of Expenses. The Company agrees to reimburse
the Employee for all reasonable business expenses (including, without
limitation, reasonable travel and entertainment expenses) incurred by the
Employee in the discharge of his duties hereunder, subject to the Company's
reimbursement policies in effect from time to time. The Employee agrees to
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maintain reasonable records of his business expenses in such form and detail as
the Company may request and to make such records available to the Company as and
when requested.
5. TERMINATION
5.1 Termination for Cause. Notwithstanding any provision in
this Agreement to the contrary, this Agreement may be terminated by the Company
for "Cause" at any time during the Term hereof, and such termination shall be
effective immediately upon written notice to the Employee. For purposes of this
Agreement, "Cause" for the termination of the Employee's employment hereunder
shall be deemed to exist if, in the reasonable judgment of the Company's Board
of Directors: (a) the Employee commits fraud, theft or embezzlement against the
Company; (b) the Employee commits a felony or a crime involving moral turpitude;
(c) the Employee compromises trade secrets or other proprietary information of
the Company; (d) the Employee breaches any non-competition or non-solicitation
agreement with the Company or any subsidiary or affiliate thereof; (e) the
Employee breaches any of the terms of this Agreement (other than those
referenced in clauses (c) and (d) of this Section 5.1) and fails to cure such
breach within 10 days after the receipt of written notice of such breach from
the Company; or (f) the Employee engages in gross negligence or willful
misconduct that causes harm to the business and operations of the Company or a
subsidiary or affiliate thereof. Upon any termination pursuant to this Section
5.1, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
5.2 Termination by the Company Without Cause. The Company may,
in its sole and absolute discretion, terminate the employment of the Employee
hereunder, at any time prior to the expiration of the term of this Agreement,
without "Cause" (as such term is defined in Section 5.1 above), or otherwise
without any cause, reason or justification, provided that the Company provides
to the Employee at least sixty (60) days' prior written notice (the "Termination
Notice") of such termination. In the event of any such termination by the
Company, (a) the Employee's employment with the Company shall cease and
terminate on the date specified in the Termination Notice (or, if no date is so
specified, on the date which is 60 days following the date of such notice), and
(b) the Employee shall be entitled to receive and be paid solely the Employee's
salary then in effect for the shorter of (x) the 12-month period following the
Employee's termination or (y) the remaining Term of this Agreement, payable over
such period at the Company's regular and customary intervals for the payment of
salaries as then in effect, and the Company shall have no further liability or
other obligation of any kind whatsoever to the Employee.
5.3 Death of the Employee. In the event that the Employee
shall die during the Term of this Agreement, the Employee's employment with the
Company shall immediately cease and terminate and the Employee's estate, heirs
(at law), devisees, legatees or other proper and legally entitled descendants,
or the personal representative, executor, administrator or other proper legal
representative on behalf of such descendants, shall be entitled to receive and
be paid solely the
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Employee's salary through the date of death, and the Company shall have no
further liability or other obligation of any kind whatsoever to the Employee.
5.4 Disability of the Employee. In the event that the Employee
becomes incapacitated during the Term by reason of sickness, accident or other
mental or physical disability such that he is substantially unable to perform
his duties and responsibilities hereunder for a period of 60 consecutive days,
or for shorter or intermittent periods aggregating 90 days during any 12-month
period (a "Disability"), the Company thereafter shall have the right, in its
sole and absolute discretion, to terminate the Employee's employment under this
Agreement by sending written notice of such termination to the Employee or its
legal guardian or other proper legal representative and thereupon his employment
hereunder shall immediately cease and terminate. In the event of any such
termination, the Employee shall be entitled to receive and be paid solely the
Employee's salary then in effect through the effective date of termination and
the Company shall have no further liability or other obligation of any kind
whatsoever to the Employee.
5.5 Termination by the Employee. Provided that the Company
does not have "Cause" to terminate the Employee pursuant to Section 5.1 above,
the Employee may terminate the Employee's employment with the Company hereunder
at any time and for any reason. Employee must provide to the Company written
notice of such termination not less than 365 days prior to the date such
termination is to be effective. Upon any termination pursuant to this Section
5.5, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
6. AGREEMENT NOT TO COMPETE
6.1 As used in this Agreement, "Competing Business" shall mean
any business or enterprise which is engaged in (a) the equipment leasing
business; or (b) any business, business segment or product line engaged in by
the Company on the date of termination of the Employee's employment with the
Company (clauses (a) and (b) collectively referred to herein as the "Company's
Business").
6.2 The Employee agrees that, during the Term of this
Agreement and for two years following the termination or expiration of his
employment for any reason whatsoever, he will not, without the prior written
consent of the Company, either directly or indirectly, on his own behalf or in
the service of or on behalf of others as a shareholder, director, officer,
trustee, consultant, independent contractor or employee, engage in, or be
employed by, or provide services to, any Competing Business within the State of
Florida or in any other state in which the Company or any subsidiary or
affiliate thereof is engaged in business or in which of any of their respective
products or services are marketed or sold at the time of such termination
(except that the Company acknowledges and agrees that, notwithstanding the
foregoing provisions of this Section 6.2, the Employee may provide investment
advisory services to a Competing Business following the date
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which is six months after the termination or expiration of the Employee's
employment with the Company for any reason whatsoever).
7. AGREEMENT NOT TO SOLICIT OR SELL TO CUSTOMERS. The Employee
agrees that, during the Term of this Agreement and for two years following the
termination or expiration of his employment for any reason whatsoever, he will
not without the prior written consent of the Company, either directly or
indirectly, call on, solicit, take away, accept as a client, customer or
prospective client, customer or attempt to call on, solicit, take away or accept
as a client, customer prospective client or customer, any person that was a
client, customer or prospective client or customer of the Company or any of its
subsidiaries or affiliates.
8. AGREEMENT NOT TO SOLICIT OR HIRE EMPLOYEES. The Employee
agrees that during the Term of this Agreement and for two years following the
termination or expiration of his employment for any reason whatsoever, he will
not, either directly or indirectly, on his own behalf or in the service or on
behalf of others, solicit, divert or hire, attempt to solicit, divert or hire or
induce or attempt to induce to discontinue employment with the Company or any
subsidiary or affiliate thereof, any person employed by the Company or any
subsidiary or affiliate thereof, whether or not such employee is a full time
employee or a temporary employee of the Company or any subsidiary or affiliate
thereof and whether or not such employment is for a determined period or is at
will.
9. OWNERSHIP AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL
INFORMATION
9.1 As used in this Agreement, "Confidential Information"
shall mean all customer sales and marketing information, customer account
records, proprietary receipts and/or processing techniques, information
regarding vendors and products, training and operations memoranda and similar
information, personnel records, pricing information, financial information and
trade secrets concerning or relating to the business, accounts, customers,
employees and affairs of the Company, or any subsidiary or affiliate thereof,
obtained by or furnished, disclosed or disseminated to the Employee, or
obtained, assembled or compiled by the Employee or under his supervision during
the course of his employment by the Company, and all physical embodiments of the
foregoing, all of which are hereby agreed to be the property of and confidential
to the Company, but Confidential Information shall not include any of the
foregoing to the extent the same is or becomes publicly known through no fault
or breach of this Agreement by the Employee.
9.2 The Employee acknowledges and agrees that all Confidential
Information, and all physical embodiments thereof, are confidential to and shall
be and remain the sole and exclusive property of the Company. Upon request by
the Company, and in any event upon termination of the Employee's employment with
the Company for any reason whatsoever, as a prior condition to the Employee's
receipt of any final salary or benefit payments hereunder, the Employee shall
deliver to the Company all property belonging to the Company or any of its
subsidiaries or affiliates, including, without limitation, all Confidential
Information (and all embodiments thereof), then in his custody, control or
possession, but any forfeiture of such salary or benefit shall not be considered
a
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satisfaction or a release of or liquidated damages for any claim(s) for damages
against the Employee which may accrue to the Company, as a result of any breach
of this Section 9 by the Employee.
9.3 The Employee agrees that he will not, either during the
Term of this Agreement or at any time thereafter, without the prior written
consent of the Company, use, disclose or make available any Confidential
Information to any person or entity, nor shall he use, disclose, make available
or cause to be used, disclosed or made available, or permit or allow, either on
his own behalf or on behalf of others, any use or disclosure of such
Confidential Information other than in the proper performance of the Employee's
duties hereunder.
10. INVENTIONS. The Employee shall disclose promptly to the
Company any and all conceptions and ideas for inventions, improvements, and
valuable discoveries, whether patentable or not, that are conceived or made by
the Employee, solely or jointly with another, during the Term of this Agreement
and that are directly related to the business or activities of the Company and
that the Employee conceives as a result of his employment by the Company,
regardless of whether or not such ideas, inventions, or improvements qualify as
"works for hire." The Employee hereby assigns and agrees to assign all his
interests therein to the Company or its nominee. Whenever requested to do so by
the Company, the Employee shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.
11. REASONABLENESS OF RESTRICTIONS. In the event that any
provision relating to time period or geographic area of any restriction set
forth in Sections 6, 7, 8, 9 or 10 shall be declared by a court of competent
jurisdiction to exceed the maximum time period or area of restriction that the
court deems reasonable and enforceable, the time period or area of restriction
which the court finds to be reasonable and enforceable shall be deemed to
become, and thereafter shall be, the maximum time period or geographic area of
such restriction.
12. ENFORCEABILITY. Any provision of Sections 6, 7, 8, 9 or 10
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, but shall
be enforced to the maximum extent permitted by law, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
13. INJUNCTION. It is recognized and hereby acknowledged by the
parties hereto that a breach by the Employee of any of the covenants contained
in Sections 6, 7, 8, 9 or 10 of this Agreement will cause irreparable harm and
damage to the Company, the monetary amount of which may be virtually impossible
to ascertain. As a result, the Employee recognizes and hereby acknowledges that
the Company shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all of the
covenants contained in Sections 6, 7, 8, 9 or 10 of this Agreement by the
Employee or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be cumulative
and in addition to whatever other remedies the Company may possess.
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14. ASSIGNMENT. The Employee shall not delegate his employment
obligations pursuant to this Agreement to any other person.
15. EMPLOYER'S AUTHORITY. The relationship between the parties
hereto is that of employer and employee. The Employee agrees to observe and
comply with the rules and regulations of the Company, as adopted by the Company
from time to time with respect to the performance of the duties of the Employee.
The Employee acknowledges that he has no authority to enter into any contracts
or other obligations that are binding upon the Company unless such contracts or
obligations are authorized by the Board of Directors of the Company. The Company
shall have the power to direct, control and supervise the duties to be performed
by the Employee, the manner of performing said duties, and the time of
performing said duties.
16. GOVERNING LAW. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Florida,
excluding the choice of law rules thereof. The Company and the Employee each
hereby irrevocably submit to the jurisdiction of the state or federal courts
located in Dade County, Florida in connection with any suit, action or other
proceeding arising out of or relating to this Agreement and hereby agree not to
assert, by way of motion, as a defense, or otherwise in any such suit, action or
proceeding that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced by such courts.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, understandings and arrangements, both oral
and written, between the parties hereto with respect to such subject matter.
This Agreement may not be modified in any way, unless by a written instrument
signed by both the Company and the Employee.
18. NOTICES. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or three (3) days after sent by registered or certified United
States mail, return receipt requested, postage prepaid, or the next business day
following dispatch by a reputable overnight courier service, addressed as
follows:
(i) If to the Employee:
Bruce E. Kropschot
7035 S.E. Harbor Circle
Stuart, FL 34996
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(ii) If to the Company:
UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Robert J. New
with a copy given in the manner prescribed
above to:
Morgan, Lewis & Bockius LLP
One Oxford Centre, Thirty-Second Floor
Pittsburgh, PA 15219
Attention: David A. Gerson
or to such other addresses as either party hereto may from time to time give
notice of to the other party hereto in the aforesaid manner.
19. BENEFITS; BINDING EFFECT. This Agreement shall be for the
benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors and assigns.
20. SEVERABILITY. Except as otherwise provided in Sections 11 and
12, the invalidity of any one or more of the words, phrases, sentences, clauses,
sections or subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses, sections
or subsections contained in this Agreement or any part thereof shall be declared
invalid, this Agreement shall be construed as if such invalid word or words,
phrase or phrases, sentence or sentences, clause or clauses, section or sections
or subsection or subsections had not been inserted. If such invalidity is caused
by length of time or size of area, or both, the otherwise invalid provision will
be considered to be reduced to a period or area which would cure such
invalidity.
21. DAMAGES. Nothing contained herein shall be construed to
prevent the Company or the Employee from seeking and recovering from the other
damages sustained by either or both of them as a result of its or his breach of
any term or provision of this Agreement. In the event that either party hereto
brings suit for the collection of any damages resulting from, or the injunction
of any action constituting, a breach of any of the terms or provisions of this
Agreement, then the non-prevailing party shall pay all reasonable court costs
and attorneys' fees of the other party.
22. SECTION HEADINGS. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
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23. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in
this Agreement is intended, or shall be construed, to confer upon or give any
person other than the parties hereto and their respective heirs, personal
representative, legal representative, successors and assigns, any rights or
remedies under or by reason of this Agreement.
24. AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Company and the Employee. No delay or failure at any time
on the part of the Company in exercising any right, power or privilege under
this Agreement, or in enforcing any provision of this Agreement, shall impair
any such right, power or privilege, or be construed as a waiver of any default
or as any acquiescence therein, or shall affect the right of the Company
thereafter to enforce each and every provision of this Agreement in accordance
with its terms. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall neither operate nor be construed
as a waiver of any subsequent breach or violation.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
UNICAPITAL CORPORATION
By: /s/ ROBERT J. NEW
---------------------
Name: Robert J. New
Title: Chairman and Chief
Executive Officer
EMPLOYEE
/s/ BRUCE E. KROPSCHOT
-------------------------
Bruce E. Kropschot
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Exhibit 10.03
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 20th day of May, 1998 by and between UNICAPITAL CORPORATION, a Delaware
corporation (the "Company"), and MARTIN KALB (the "Employee").
R E C I T A L S
---------------
The Company desires to obtain the services of the Employee in the
employment of the Company on the terms and subject to the conditions set forth
in this Agreement, and the Employee desires to make his services available to
the Company on the terms and subject to the conditions set forth in this
Agreement.
A G R E E M E N T
-----------------
NOW, THEREFORE, in consideration of the premises, agreements and mutual
covenants set forth herein, the parties hereto, intending to be bound legally,
hereby agree as follows:
1. DEFINITIONS. The following terms when used herein, unless the
context otherwise requires, shall be defined as follows:
1.1 "Cause" shall have the meaning set forth in Section
5.1 hereof.
1.2 "Company" shall mean U.S. Leasing, Inc., a Delaware
corporation.
1.3 "Competing Business" shall have the meaning set forth
in Section 6.1 hereof.
1.4 "Confidential Information" shall have the meaning set
forth in Section 9.1 hereof.
1.5 "Term" shall have the meaning set forth in Section 3
hereof.
2. EMPLOYMENT
2.1 General. The Company hereby agrees to employ the Employee
as Executive Vice President and General Counsel during the Term of this
Agreement on the terms and subject to the conditions contained in this
Agreement, and the Employee hereby agrees to accept such employment on the terms
and subject to the conditions contained in this Agreement.
2.2 Duties of Employee. During the Term of this Agreement, the
Employee shall diligently perform all duties and responsibilities as may be
assigned to him by the Company's Board of Directors and shall exercise such
power and authority as may from time to time be delegated to
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him thereby. The Employee shall devote his full business time and attention to
the business and affairs of the Company as necessary to perform his duties and
responsibilities hereunder, render such services to the best of his ability, and
use his best efforts to promote the interests of the Company.
3. TERM. Subject to the provisions of Section 5 of this
Agreement, the Company shall employ the Employee for a term commencing on the
date first written above (the "Effective Date"), which shall be the date of
consummation of the initial public offering by the Company of its common stock
(the "IPO") pursuant to a registration statement on Form S-1 filed by the
Company with the Securities and Exchange Commission (the "SEC") relating to such
IPO (the "Registration Statement") and declared effective by the SEC and
expiring on April 1, 2000.
4. COMPENSATION.
4.1 Salary. The Employee shall receive an annual salary of
Four-Hundred-Fifty Thousand Dollars ($450,000.00) during the Term of this
Agreement, and such salary shall be payable in installments consistent with the
Company's normal payroll schedule commencing on either the first or fifteenth
day of the month, as the case may be, following the Effective Date.
4.2 Benefits. During the Term of this Agreement, the Employee
shall be entitled to participate in all plans adopted for the general benefit of
the Company's employees, such as stock option plans, 401(k) plans, pension
plans, profit sharing plans, medical plans, group or other insurance plans and
benefits, to the extent that the Employee is and remains eligible to participate
therein and subject to the eligibility provisions of such plans in effect from
time to time. For each calendar year during the Term of this Agreement, the
Employee shall be entitled to not less than four weeks of paid vacation,
prorated for any period of employment of less than an entire year.
4.3 Withholding. Notwithstanding any provision in this
Agreement to the contrary, all payments required to be made by the Company
hereunder to the Employee in connection with the Employee's employment hereunder
shall be subject to withholding of such amounts relating to taxes as the Company
may reasonably determine it should withhold pursuant to any applicable law or
regulation. In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provisions for the payment of
taxes, provided that the Company is satisfied that all requirements of law
affecting its responsibilities to withhold have been satisfied.
4.4 Reimbursement of Expenses. The Company agrees to reimburse
the Employee for all reasonable business expenses (including, without
limitation, reasonable travel and entertainment expenses) incurred by the
Employee in the discharge of his duties hereunder, subject to the Company's
reimbursement policies in effect from time to time. The Employee agrees to
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<PAGE> 3
maintain reasonable records of his business expenses in such form and detail as
the Company may request and to make such records available to the Company as and
when requested.
5. TERMINATION
5.1 Termination for Cause. Notwithstanding any provision in
this Agreement to the contrary, this Agreement may be terminated by the Company
for "Cause" at any time during the Term hereof, and such termination shall be
effective immediately upon written notice to the Employee. For purposes of this
Agreement, "Cause" for the termination of the Employee's employment hereunder
shall be deemed to exist if, in the reasonable judgment of the Company's Board
of Directors: (a) the Employee commits fraud, theft or embezzlement against the
Company; (b) the Employee commits a felony or a crime involving moral turpitude;
(c) the Employee compromises trade secrets or other proprietary information of
the Company; (d) the Employee breaches any non-competition or non-solicitation
agreement with the Company or any subsidiary or affiliate thereof; (e) the
Employee breaches any of the terms of this Agreement (other than those
referenced in clauses (c) and (d) of this Section 5.1) and fails to cure such
breach within 10 days after the receipt of written notice of such breach from
the Company; or (f) the Employee engages in gross negligence or willful
misconduct that causes harm to the business and operations of the Company or a
subsidiary or affiliate thereof. Upon any termination pursuant to this Section
5.1, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
5.2 Termination by the Company Without Cause. The Company may,
in its sole and absolute discretion, terminate the employment of the Employee
hereunder, at any time prior to the expiration of the term of this Agreement,
without "Cause" (as such term is defined in Section 5.1 above), or otherwise
without any cause, reason or justification, provided that the Company provides
to the Employee at least sixty (60) days' prior written notice (the "Termination
Notice") of such termination. In the event of any such termination by the
Company, (a) the Employee's employment with the Company shall cease and
terminate on the date specified in the Termination Notice (or, if not date is so
specified, on the date which is 60 days following the date of such notice), and
(b) the Employee shall be entitled to receive and be paid solely the Employee's
salary then in effect for the shorter of (x) the eight-month period following
the Employee's termination or (y) the remaining Term of this Agreement, payable
over such period at the Company's regular and customary intervals for the
payment of salaries as then in effect, and the Company shall have no further
liability or other obligation of any kind whatsoever to the Employee.
5.3 Death of the Employee. In the event that the Employee
shall die during the Term of this Agreement, the Employee's employment with the
Company shall immediately cease and terminate and the Employee's estate, heirs
(at law), devisees, legatees or other proper and legally entitled descendants,
or the personal representative, executor, administrator or other proper legal
representative on behalf of such descendants, shall be entitled to receive and
be paid solely the
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Employee's salary through the date of death, and the Company shall have no
further liability or other obligation of any kind whatsoever to the Employee.
5.4 Disability of the Employee. In the event that the Employee
becomes incapacitated during the Term by reason of sickness, accident or other
mental or physical disability such that he is substantially unable to perform
his duties and responsibilities hereunder for a period of 60 consecutive days,
or for shorter or intermittent periods aggregating 90 days during any 12-month
period (a "Disability"), the Company thereafter shall have the right, in its
sole and absolute discretion, to terminate the Employee's employment under this
Agreement by sending written notice of such termination to the Employee or its
legal guardian or other proper legal representative and thereupon his employment
hereunder shall immediately cease and terminate. In the event of any such
termination, the Employee shall be entitled to receive and be paid solely the
Employee's salary then in effect through the effective date of termination and
the Company shall have no further liability or other obligation of any kind
whatsoever to the Employee.
5.5 Termination by the Employee. Provided that the Company
does not have "Cause" to terminate the Employee pursuant to Section 5.1 above,
the Employee may terminate the Employee's employment with the Company hereunder
at any time and for any reason. Employee must provide to the Company written
notice of such termination not less than 365 days prior to the date such
termination is to be effective. Upon any termination pursuant to this Section
5.5, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
6. AGREEMENT NOT TO COMPETE
6.1 As used in this Agreement, "Competing Business" shall mean
any business or enterprise which is engaged in (a) the equipment leasing
business; or (b) any business, business segment or product line engaged in by
the Company on the date of termination of the Employee's employment with the
Company (clauses (a) and (b) collectively referred to herein as the "Company's
Business").
6.2 The Employee agrees that, during the Term of this
Agreement and for two years following the termination or expiration of his
employment for any reason whatsoever, he will not, without the prior written
consent of the Company, either directly or indirectly, on his own behalf or in
the service of or on behalf of others as a shareholder, director, officer,
trustee, consultant, independent contractor or employee, engage in, or be
employed by, or provide services to, any Competing Business within the State of
Florida or in any other state in which the Company or any subsidiary or
affiliate thereof is engaged in business or in which of any of their respective
products or services are marketed or sold at the time of such termination.
7. AGREEMENT NOT TO SOLICIT OR SELL TO CUSTOMERS. The Employee
agrees that, during the Term of this Agreement and for two years following the
termination or expiration of his
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<PAGE> 5
employment for any reason whatsoever, he will not without the prior written
consent of the Company, either directly or indirectly, call on, solicit, take
away, accept as a client, customer or prospective client, customer or attempt to
call on, solicit, take away or accept as a client, customer prospective client
or customer, any person that was a client, customer or prospective client or
customer of the Company or any of its subsidiaries or affiliates.
8. AGREEMENT NOT TO SOLICIT OR HIRE EMPLOYEES. The Employee
agrees that during the Term of this Agreement and for two years following the
termination or expiration of his employment for any reason whatsoever, he will
not, either directly or indirectly, on his own behalf or in the service or on
behalf of others, solicit, divert or hire, attempt to solicit, divert or hire or
induce or attempt to induce to discontinue employment with the Company or any
subsidiary or affiliate thereof, any person employed by the Company or any
subsidiary or affiliate thereof, whether or not such employee is a full time
employee or a temporary employee of the Company or any subsidiary or affiliate
thereof and whether or not such employment is for a determined period or is at
will.
9. OWNERSHIP AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL
INFORMATION
9.1 As used in this Agreement, "Confidential Information"
shall mean all customer sales and marketing information, customer account
records, proprietary receipts and/or processing techniques, information
regarding vendors and products, training and operations memoranda and similar
information, personnel records, pricing information, financial information and
trade secrets concerning or relating to the business, accounts, customers,
employees and affairs of the Company, or any subsidiary or affiliate thereof,
obtained by or furnished, disclosed or disseminated to the Employee, or
obtained, assembled or compiled by the Employee or under his supervision during
the course of his employment by the Company, and all physical embodiments of the
foregoing, all of which are hereby agreed to be the property of and confidential
to the Company, but Confidential Information shall not include any of the
foregoing to the extent the same is or becomes publicly known through no fault
or breach of this Agreement by the Employee.
9.2 The Employee acknowledges and agrees that all Confidential
Information, and all physical embodiments thereof, are confidential to and shall
be and remain the sole and exclusive property of the Company. Upon request by
the Company, and in any event upon termination of the Employee's employment with
the Company for any reason whatsoever, as a prior condition to the Employee's
receipt of any final salary or benefit payments hereunder, the Employee shall
deliver to the Company all property belonging to the Company or any of its
subsidiaries or affiliates, including, without limitation, all Confidential
Information (and all embodiments thereof), then in his custody, control or
possession, but any forfeiture of such salary or benefit shall not be considered
a satisfaction or a release of or liquidated damages for any claim(s) for
damages against the Employee which may accrue to the Company, as a result of any
breach of this Section 9 by the Employee.
9.3 The Employee agrees that he will not, either during the
Term of this Agreement or at any time thereafter, without the prior written
consent of the Company, use, disclose or make available any Confidential
Information to any person or entity, nor shall he use, disclose,
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<PAGE> 6
make available or cause to be used, disclosed or made available, or permit or
allow, either on his own behalf or on behalf of others, any use or disclosure of
such Confidential Information other than in the proper performance of the
Employee's duties hereunder.
10. INVENTIONS. The Employee shall disclose promptly to the
Company any and all conceptions and ideas for inventions, improvements, and
valuable discoveries, whether patentable or not, that are conceived or made by
the Employee, solely or jointly with another, during the Term of this Agreement
and that are directly related to the business or activities of the Company and
that the Employee conceives as a result of his employment by the Company,
regardless of whether or not such ideas, inventions, or improvements qualify as
"works for hire." The Employee hereby assigns and agrees to assign all his
interests therein to the Company or its nominee. Whenever requested to do so by
the Company, the Employee shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.
11. REASONABLENESS OF RESTRICTIONS. In the event that any
provision relating to time period or geographic area of any restriction set
forth in Sections 6, 7, 8, 9 or 10 shall be declared by a court of competent
jurisdiction to exceed the maximum time period or area of restriction that the
court deems reasonable and enforceable, the time period or area of restriction
which the court finds to be reasonable and enforceable shall be deemed to
become, and thereafter shall be, the maximum time period or geographic area of
such restriction.
12. ENFORCEABILITY. Any provision of Sections 6, 7, 8, 9 or 10
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, but shall
be enforced to the maximum extent permitted by law, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
13. INJUNCTION. It is recognized and hereby acknowledged by the
parties hereto that a breach by the Employee of any of the covenants contained
in Sections 6, 7, 8, 9 or 10 of this Agreement will cause irreparable harm and
damage to the Company, the monetary amount of which may be virtually impossible
to ascertain. As a result, the Employee recognizes and hereby acknowledges that
the Company shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all of the
covenants contained in Sections 6, 7, 8, 9 or 10 of this Agreement by the
Employee or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be cumulative
and in addition to whatever other remedies the Company may possess.
14. ASSIGNMENT. The Employee shall not delegate his employment
obligations pursuant to this Agreement to any other person.
15. EMPLOYER'S AUTHORITY. The relationship between the parties
hereto is that of employer and employee. The Employee agrees to observe and
comply with the rules and regulations
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<PAGE> 7
of the Company, as adopted by the Company from time to time with respect to the
performance of the duties of the Employee. The Employee acknowledges that he has
no authority to enter into any contracts or other obligations that are binding
upon the Company unless such contracts or obligations are authorized by the
Board of Directors of the Company. The Company shall have the power to direct,
control and supervise the duties to be performed by the Employee, the manner of
performing said duties, and the time of performing said duties.
16. GOVERNING LAW. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Florida,
excluding the choice of law rules thereof. The Company and the Employee each
hereby irrevocably submit to the jurisdiction of the state or federal courts
located in Dade County, Florida in connection with any suit, action or other
proceeding arising out of or relating to this Agreement and hereby agree not to
assert, by way of motion, as a defense, or otherwise in any such suit, action or
proceeding that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced by such courts.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, understandings and arrangements, both oral
and written, between the parties hereto with respect to such subject matter.
This Agreement may not be modified in any way, unless by a written instrument
signed by both the Company and the Employee.
18. NOTICES. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or three (3) days after sent by registered or certified United
States mail, return receipt requested, postage prepaid, or the next business day
following dispatch by a reputable overnight courier service, addressed as
follows:
(i) If to the Employee:
Martin Kalb
701 NW 141 Avenue
Apartment 101
Pembroke Pines, FL 33028
(ii) If to the Company:
UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Robert J. New
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with a copy given in the manner prescribed
above to:
Morgan, Lewis & Bockius LLP
One Oxford Centre, Thirty-Second Floor
Pittsburgh, PA 15219
Attention: David A. Gerson
or to such other addresses as either party hereto may from time to time give
notice of to the other party hereto in the aforesaid manner.
19. BENEFITS; BINDING EFFECT. This Agreement shall be for the
benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors and assigns.
20. SEVERABILITY. Except as otherwise provided in Sections 11 and
12, the invalidity of any one or more of the words, phrases, sentences, clauses,
sections or subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses, sections
or subsections contained in this Agreement or any part thereof shall be declared
invalid, this Agreement shall be construed as if such invalid word or words,
phrase or phrases, sentence or sentences, clause or clauses, section or sections
or subsection or subsections had not been inserted. If such invalidity is caused
by length of time or size of area, or both, the otherwise invalid provision will
be considered to be reduced to a period or area which would cure such
invalidity.
21. DAMAGES. Nothing contained herein shall be construed to
prevent the Company or the Employee from seeking and recovering from the other
damages sustained by either or both of them as a result of its or his breach of
any term or provision of this Agreement. In the event that either party hereto
brings suit for the collection of any damages resulting from, or the injunction
of any action constituting, a breach of any of the terms or provisions of this
Agreement, then the non-prevailing party shall pay all reasonable court costs
and attorneys' fees of the other party.
22. SECTION HEADINGS. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
23. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in
this Agreement is intended, or shall be construed, to confer upon or give any
person other than the parties hereto and their respective heirs, personal
representative, legal representative, successors and assigns, any rights or
remedies under or by reason of this Agreement.
24. AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Company
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and the Employee. No delay or failure at any time on the part of the Company in
exercising any right, power or privilege under this Agreement, or in enforcing
any provision of this Agreement, shall impair any such right, power or
privilege, or be construed as a waiver of any default or as any acquiescence
therein, or shall affect the right of the Company thereafter to enforce each and
every provision of this Agreement in accordance with its terms. The waiver by
either party hereto of a breach or violation of any term or provision of this
Agreement shall neither operate nor be construed as a waiver of any subsequent
breach or violation.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
UNICAPITAL CORPORATION
By: /s/ ROBERT J. NEW
---------------------
Name: Robert J. New
Title: Chairman and Chief
Executive Officer
EMPLOYEE
/s/ MARTIN KALB
-------------------------
Martin Kalb
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Exhibit 10.04
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
effective as of May 20, 1998 (the "Effective Date"), by and between UNICAPITAL
CORPORATION, a Delaware corporation (the "Company"), and STEVEN E. HIRSCH (the
"Employee").
R E C I T A L S
---------------
The Company desires to obtain the services of the Employee in the
employment of the Company on the terms and subject to the conditions set forth
in this Agreement, and the Employee desires to make his services available to
the Company on the terms and subject to the conditions set forth in this
Agreement.
A G R E E M E N T
-----------------
NOW, THEREFORE, in consideration of the premises, agreements and mutual
covenants set forth herein, the parties hereto, intending to be bound legally,
hereby agree as follows:
1. DEFINITIONS. The following terms when used herein, unless the
context otherwise requires, shall be defined as follows:
1.1 "Cause" shall have the meaning set forth in Section
5.1 hereof.
1.2 "Company" shall mean U.S. Leasing, Inc., a Delaware
corporation.
1.3 "Competing Business" shall have the meaning set forth
in Section 6.1 hereof.
1.4 "Confidential Information" shall have the meaning set
forth in Section 9.1 hereof.
1.5 "Term of Employment" shall have the meaning set forth
in Section 3 hereof.
2. EMPLOYMENT.
2.1 General. The Company hereby agrees to employ the
Employee, as Executive Vice President -- Structured Finance during the Term of
Employment on the terms and subject to the conditions contained in this
Agreement, and the Employee hereby agrees to accept such employment on the terms
and subject to the conditions contained in this Agreement.
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2.2 Duties of Employee.
(a) During the Term of Employment, the Employee
shall:
(i) report directly to the Chief Executive
Officer until such time as the Company has hired a Chief Operating Officer,
whereupon Employee shall report to the Chief Operating Officer of the Company
(the Chief Executive Officer, prior to the hiring of the Chief Operating
Officer, and the Chief Operating Officer are sometimes hereinafter referred to
as the "Reporting Officer");
(ii) diligently perform all duties and
responsibilities as may be assigned to him by the Company's Board of Directors
and by the Reporting Officer; and
(iii) exercise such power and authority as
may from time to time be delegated to him by the Company's Board of Directors
and by the Reporting Officer.
(b) The Employee shall devote his full business
time and attention to the business and affairs of the Company as necessary to
perform his duties and responsibilities hereunder, render such services to the
best of his ability, and use his best efforts to promote the interests of the
Company. The Employee shall be permitted, to the extent that such activities do
not interfere with or detract from the Employee's performance of his duties and
responsibilities hereunder, to (i) manage the Employee's personal, financial and
legal affairs, and (ii) serve on corporate, civic or charitable boards or
committees unless the Company's Board of Directors or Chief Executive Officer
reasonably determines that such service in any instance would be inimical to or
otherwise not in the best interests of the Company.
(c) The Employee shall not be required to
perform any duties or responsibilities which would be reasonably likely to
result in non-compliance or violation of any applicable law or regulation. The
Company shall be entitled to rely upon the advice of its in-house and/or outside
counsel in concluding that any such non-compliance or violation is not
reasonably likely to result, and the Employee shall be bound by the Company's
conclusion if so advised.
(d) In furtherance of the performance of his
duties hereunder, but not in limitation of the Employee's responsibility to
perform such duties, the Employee shall be provided with reasonable
administrative and technical support consistent with his position and with the
Company's ordinary practices for the assignment of personnel.
3. TERM. Subject to the provisions of Section 5 of this
Agreement, the Company shall employ the Employee for a term of two years (the
"Term of Employment") commencing on the Effective Date and expiring on January
24, 2000.
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4. COMPENSATION.
4.1 Salary. The Employee shall receive an initial annual
salary of $250,000.00 during the Term of Employment, and such salary shall be
payable in installments consistent with the Company's normal payroll schedule
commencing on either the first or fifteenth day of the month, as the case may
be. The Employee's performance and then-existing annual salary will be reviewed
by the Compensation Committee of the Company's Board of Directors on the first
and on each successive anniversary of the Effective Date during the Term of
Employment, at which time the Employee's annual salary may be adjusted (but in
no event to an amount less than $250,000 per year).
4.2 Benefits and Perquisites.
(a) During the Term of Employment, the Employee
shall be entitled to participate in all plans, programs and arrangements adopted
for the general benefit of the Company's employees and officers, such as stock
option plans, 401(k) plans, pension plans, profit sharing plans, medical plans,
group or other insurance plans and benefits and other perquisites generally
available to employees and officers, to the extent that the Employee is and
remains eligible to participate therein and subject to the eligibility
provisions of such plans, programs and arrangements in effect from time to time.
The Company also expects to develop annual bonus or other incentive arrangements
for executive officers of the Company, and the Employee shall participate in
such arrangements on a basis substantially similar to that of the Company's
other executive officers.
(b) For each calendar year during the Term of
Employment, the Employee shall be entitled to not less than four weeks of paid
vacation, prorated for any period of employment of less than an entire year.
(c) To the extent that, and for a duration not
to exceed the period in which, the Company does not provide welfare benefit
plans of a general type similar to those maintained by the Employee's
immediately prior employer in which the Employee is entitled to participate on a
post-termination basis under COBRA, the Company shall reimburse the Employee for
the Employee's COBRA contribution payment costs in connection with the
Employee's post-termination participation in such prior employer's welfare
benefit plans.
4.3 Withholding. Notwithstanding any provision in this
Agreement to the contrary, all payments required to be made by the Company
hereunder to the Employee in connection with the Employee's employment hereunder
shall be subject to withholding of such amounts relating to taxes as the Company
may reasonably determine it is required to withhold pursuant to any applicable
law or regulation. In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provisions for the payment of
taxes, provided that the Company is satisfied that all requirements of law
affecting its responsibilities to withhold have been satisfied.
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4.4 Reimbursement of Expenses. The Company agrees to
reimburse the Employee for all reasonable business expenses incurred by the
Employee in the discharge of his duties hereunder (including, without
limitation, reasonable travel and entertainment expenses), subject to the
Company's reimbursement policies in effect from time to time. The Employee
agrees to maintain records of his business expenses in such form and detail as
the Company may reasonably request and to make such records available to the
Company as and when requested.
4.5 Moving and Transition Expenses. The Company shall
promptly reimburse the Employee for the actual cost of all reasonable moving and
relocation expenses (as agreed upon between the Company and the Employee)
reasonably incurred by the Employee in relocating from the New York, New York
metropolitan area to the Miami, Florida metropolitan area. The Employee shall
complete such relocation as soon as is reasonably practicable, in Employee's
reasonable judgment, for the Employee and his family. During the Term of
Employment but prior to such relocation, the Company will reimburse the Employee
for the actual cost of transition expenses, which shall consist of the
reasonable expenses of commuting for business purposes from the Employee's home
in the New York, New York metropolitan area to the Company's principal place of
business in the Miami, Florida metropolitan area.
5. TERMINATION.
5.1 Termination for Cause.
(a) Notwithstanding any provision in this
Agreement to the contrary, this Agreement may be terminated by the Company for
"Cause" at any time during the Term of Employment. For purposes of this
Agreement, "Cause" for the termination of the Employee's employment hereunder
shall be deemed to exist if in the reasonable judgment of the Company's Board of
Directors: (i) the Employee is convicted of fraud, theft or embezzlement against
the Company; (ii) the Employee is convicted of a felony or a crime involving
moral turpitude; (iii) the Employee breaches any of the terms of this Agreement,
which breach results in material harm to the business and/or operations of the
Company and its subsidiaries taken as a whole; or (iv) the Employee engages in
gross or willful misconduct that causes material harm to the business and/or
operations of the Company and its subsidiaries taken as a whole.
(b) If the Company intends to terminate the
Employee for Cause as defined herein, then the Company shall notify the Employee
in writing executed by or on behalf of the Company's Chief Executive Officer.
Such written notice shall specify the particular act or acts, or failure to act,
which is or are the basis for the decision so to terminate the Employee's
employment for Cause. The Employee shall be given the opportunity within the 30
calendar days after delivery of the notice (i) to meet with the Company's Board
of Directors to defend such act or acts, or failure to act, and (ii) if the
Board determines by majority vote that such act or failure to act can be
corrected, to correct such act or failure to act. Upon failure of the Employee,
within such 30-day period, to correct such act or failure to act, if permitted,
or upon failure of the Board within such
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<PAGE> 5
30-day period to cancel the notice of termination for Cause, the termination of
the Employee's employment by the Company for Cause under this Section 5.1 shall
be immediately effective.
(c) Upon any termination pursuant to this
Section 5.1, the Employee shall be entitled to be paid solely the Employee's
salary then in effect through the effective date of termination and any other
compensation and benefits as may be provided in accordance with the terms and
provisions of any applicable plans or programs of the Company, and (except as
specifically set forth in this Agreement) the Company shall have no further
liability or other obligation of any kind whatsoever to the Employee in his
capacity as such.
5.2 Termination by the Company Without Cause. The Company
may, in its sole and absolute discretion, terminate the employment of the
Employee hereunder, at any time prior to the expiration of the Term of
Employment, without "Cause" (as such term is defined in Section 5.1 above), or
otherwise without any cause, reason or justification, provided that the Company
provides to the Employee at least 60 days' prior written notice (the
"Termination Notice") of such termination. In the event of any such termination
by the Company, (a) the Employee's employment with the Company shall cease and
terminate on the date specified in the Termination Notice (or, if no date is so
specified, on the date which is 60 days following the date of such notice), and
(b) the Employee shall be entitled to receive and be paid solely the Employee's
salary then in effect for the greater of (x) the 12-month period following the
Employee's termination or (y) the remaining Term of Employment, payable over
such period at the Company's regular and customary intervals for the payment of
salaries as then in effect and any other compensation and benefits as may be
provided in accordance with the terms and provisions of any applicable plans or
programs of the Company, and (except as specifically set forth in this
Agreement) the Company shall have no further liability or other obligation of
any kind whatsoever to the Employee in his capacity as such. In addition, the
Company shall reimburse the Employee for the actual cost of moving expenses
reasonably incurred by the Employee in relocating back to the New York, New York
metropolitan area, including, without limitation, all reasonable costs and
expenses attributable to house-hunting trips by the Employee and/or his spouse,
provided, that relocation expenses reimbursed pursuant to this Section 5.2 shall
not exceed $20,000 in the aggregate.
5.3 Death of the Employee. If the Employee shall die
during the Term of Employment, then the Employee's employment with the Company
shall immediately cease and terminate and the Employee's estate, heirs (at law),
devisees, legatees or other proper and legally entitled descendants, or the
personal representative, executor, administrator or other proper legal
representative on behalf of such descendants, shall be entitled to receive and
be paid solely the Employee's salary through the date of death and any other
compensation and benefits as may be provided in accordance with the terms and
provisions of any applicable plans or programs of the Company, and (except as
specifically set forth in this Agreement) the Company shall have no further
liability or other obligation of any kind whatsoever to the Employee in his
capacity as such.
5.4 Disability of the Employee. If the Employee becomes
incapacitated during the Term of Employment by reason of sickness, accident or
other mental or physical disability such
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<PAGE> 6
that he is substantially unable to perform the essential functions of his duties
and responsibilities hereunder, with or without reasonable accommodation, for a
period of 120 consecutive days, or for shorter or intermittent periods
aggregating 120 days during any 12-month period (a "Disability"), the Company
thereafter shall have the right, in its sole and absolute discretion, to
terminate the Employee's employment under this Agreement by sending written
notice of such termination to the Employee or its legal guardian or other proper
legal representative and thereupon his employment hereunder shall immediately
cease and terminate. In the event of any such termination, the Employee shall be
entitled to receive and be paid solely the Employee's salary then in effect
through the effective date of termination and any other compensation and
benefits as may be provided in accordance with the terms and provisions of any
applicable plans or programs of the Company, and (except as specifically set
forth in this Agreement) the Company shall have no further liability or other
obligation of any kind whatsoever to the Employee in his capacity as such.
5.5 Termination by the Employee.
(a) The Employee may terminate the Employee's
employment with the Company hereunder at any time and for any reason. Employee
must provide to the Company written notice of such termination not less than 60
days prior to the date such termination is to be effective. Upon any termination
pursuant to this Section 5.5, the Employee shall be entitled to be paid solely
the Employee's salary then in effect through the effective date of termination
and any other compensation and benefits as may be provided in accordance with
the terms and provisions of any applicable plans or programs of the Company, and
(except as specifically set forth in this Agreement) the Company shall have no
further liability or other obligation of any kind whatsoever to the Employee in
his capacity as such.
(b) In addition to the rights to terminate set
forth in Section 5.5(a), the Employee may terminate his employment hereunder for
Good Reason, as defined in this Section 5.5(b). For purposes of this Agreement,
"Good Reason" means (i) the assignment to the Employee of duties or
responsibilities materially inconsistent with and inferior to his title and
position, (ii) any material decrease in the aggregate compensation of the
Employee, or any failure to pay such compensation when due (other than a failure
to pay resulting from mere technical error or mistake), or (iii) any demand by
the Company that the Employee relocate to a principal office other than the
Company's principal executive offices unless consented to by the Employee. In
the event of a resignation for Good Reason, Company shall reimburse the Employee
for the actual cost of moving expenses reasonably incurred by the Employee in
relocating back to the New York, New York metropolitan area, including, without
limitation, all reasonable costs and expenses attributable to house-hunting
trips by the Employee and/or his spouse, provided, that relocation expenses
reimbursed pursuant to this Section 5.5(b) shall not exceed $20,000 in the
aggregate. In all respects and for all purposes of this Agreement, a termination
by the Employee of his employment hereunder for Good Reason shall have the same
effect as, and shall entitle the Employee to the same rights and benefits as, a
termination of the Employee's employment by the Company without Cause under this
Agreement.
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<PAGE> 7
6. AGREEMENT NOT TO COMPETE.
6.1 As used in this Agreement, "Competing Business" shall
mean any business or enterprise which is engaged in (a) the equipment leasing
business, or (b) any business, business segment or product line engaged in by
the Company on the date of termination of the Employee's employment with the
Company (clauses (a) and (b) collectively referred to herein as the "Company's
Business").
6.2 The Employee agrees that, during the Term of
Employment and for two years following the termination of his employment by the
Company for Cause or his resignation without Good Reason, he will not, without
the prior written consent of the Company, either directly or indirectly, on his
own behalf or in the service of or on behalf of others as a shareholder,
director, officer, trustee, consultant, independent contractor or employee,
engage in, or be employed by, or provide services to, any Competing Business
within the State of Florida or in any other state in which the Company or any
subsidiary or affiliate thereof is engaged in business or in which of any of
their respective products or services are marketed or sold at the time of such
termination. Notwithstanding the foregoing:
(a) employment with an investment banking or
financial advisory firm or boutique (or the investment banking or financial
advisory division of a commercial bank) in a position analogous to, or providing
services analogous to, the position in which the Employee was employed with, or
those services provided by the Employee at, Morgan Stanley & Co. Incorporated
prior to the commencement of the Term of Employment shall not violate the
covenant contained in this Section 6.2, so long as the Employee does not advise
or provide other services in respect of the consolidation of leasing companies;
and
(b) so long as the Employee has not violated any
covenant contained in Article 7, 8 or 9 hereof, the duration of the covenant
contained in this Section 6.2 shall be nine months; provided, however, that in
the event of any violation of any covenant contained in Article 7, 8 or 9 hereof
prior to the expiration of such covenants in accordance with their terms, the
nine-month duration provided for in this Section 6.2(b) shall be null and void
and of no further force and effect, and the two year duration shall again apply;
and
(c) the foregoing covenants shall not be deemed
to prohibit the Employee from acquiring as an investment not more than five
percent of the capital stock of a Competing Business whose stock is traded on a
national securities exchange or through the automated quotation system of a
registered securities association.
7. AGREEMENT NOT TO SOLICIT OR SELL TO CUSTOMERS. The Employee
agrees that, during the Term of Employment and for two years following the
termination of his employment by the Company for Cause or his resignation
without Good Reason, he will not, without the prior written consent of the
Company, either directly or indirectly, call on, solicit, take away, accept as a
client, customer or prospective client, customer or attempt to call on, solicit,
take away or accept as a client,
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customer or prospective client or customer, any person that was a client,
customer or prospective client or customer of the Company or any of its
subsidiaries or affiliates. Notwithstanding the foregoing, employment and
activities of the type permitted by clause (a) of Section 6.2 shall not violate
the covenant contained in this Section 7, so long as the Employee does not
advise or provide other services in direct support of the consolidation of
leasing companies.
8. AGREEMENT NOT TO SOLICIT OR HIRE EMPLOYEES. The Employee
agrees that during the Term of Employment and for two years following the
termination of his employment with Cause or his resignation without Good Reason,
he will not, either directly or indirectly, on his own behalf or in the service
or on behalf of others, solicit, divert or hire, attempt to solicit, divert or
hire or induce or attempt to induce to discontinue employment with the Company
or any subsidiary or affiliate thereof, any person employed by the Company or
any subsidiary or affiliate thereof, whether or not such employee is a full time
employee or a temporary employee of the Company or any subsidiary or affiliate
thereof and whether or not such employment is for a determined period or is at
will.
9. OWNERSHIP AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL
INFORMATION.
9.1 As used in this Agreement, "Confidential Information"
shall mean all customer sales and marketing information, customer account
records, proprietary receipts and/or processing techniques, information
regarding vendors and products, training and operations memoranda and similar
information, personnel records, pricing information, financial information and
trade secrets concerning or relating to the business, accounts, customers,
employees and affairs of the Company, or any subsidiary or affiliate thereof,
obtained by or furnished, disclosed or disseminated to the Employee, or
obtained, assembled or compiled by the Employee or under his supervision during
the course of his employment by the Company, and all physical embodiments of the
foregoing, all of which are hereby agreed to be the property of and confidential
to the Company, but Confidential Information shall not include any of the
foregoing to the extent that the Employee can show that the same (a) is or
becomes publicly known through no fault or breach of this Agreement by the
Employee, or (b) was known by the Employee without restriction of
confidentiality prior to the commencement of the Term of Employment.
9.2 The Employee acknowledges and agrees that all
Confidential Information, and all physical embodiments thereof, are confidential
to and shall be and remain the sole and exclusive property of the Company. Upon
request by the Company, and in any event upon termination of the Employee's
employment with the Company for any reason whatsoever, as a prior condition to
the Employee's receipt of any final salary or benefit payments hereunder, the
Employee shall deliver to the Company all property belonging to the Company or
any of its subsidiaries or affiliates, including, without limitation, all
Confidential Information (and all embodiments thereof), then in his custody,
control or possession, but any forfeiture of such salary or benefit shall not be
considered a satisfaction or a release of or liquidated damages for any claim(s)
for damages against the Employee which may accrue to the Company, as a result of
any breach of this Section 9 by the Employee.
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9.3 The Employee agrees that he will not, either during
the Term of Employment or at any time thereafter, without the prior written
consent of the Company, use, disclose or make available any Confidential
Information to any person or entity, nor shall he use, disclose, make available
or cause to be used, disclosed or made available, or permit or allow, either on
his own behalf or on behalf of others, any use or disclosure of such
Confidential Information (a) other than in the proper performance of the
Employee's duties hereunder, or (b) unless required to do so by order of a court
of law or at equity, by order of a governmental authority or agency or pursuant
to a subpoena, after reasonable notice to the Company and an opportunity for the
Company to contest, in each case to the fullest extent practicable.
10. INVENTIONS. The Employee hereby assigns and agrees to assign
to the Company or its nominee all his interests in (a) all works of authorship
reduced to a tangible medium of expression and (b) all patentable inventions,
improvements, and valuable discoveries that, in either case, are conceived or
made by the Employee, solely or jointly with another, during the Term of
Employment and that are directly related to the business or activities of the
Company and that the Employee conceives in the course of his employment by the
Company, regardless of whether or not such works of authorship, inventions or
improvements qualify as "works for hire." Whenever requested to do so by the
Company, the Employee shall execute at the expense of the Company any and all
applications, assignments or other instruments that the Company shall deem
necessary to apply for and obtain Letters Patent of the United States or any
foreign country or to otherwise protect the Company's interest therein.
11. REASONABLENESS OF RESTRICTIONS. In the event that any
provision relating to time period or geographic area of any restriction set
forth in Sections 6, 7, 8, 9 or 10 shall be declared by a court of competent
jurisdiction to exceed the maximum time period or area of restriction that the
court deems reasonable and enforceable, the time period or area of restriction
which the court finds to be reasonable and enforceable shall be deemed to
become, and thereafter shall be, the maximum time period or geographic area of
such restriction.
12. ENFORCEABILITY. Any provision of Sections 6, 7, 8, 9 or 10
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, but shall
be enforced to the maximum extent permitted by law, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
13. INJUNCTION. It is recognized and hereby acknowledged by the
parties hereto that a breach by the Employee of any of the covenants contained
in Sections 6, 7, 8, 9 or 10 of this Agreement will cause irreparable harm and
damage to the Company, the monetary amount of which may be virtually impossible
to ascertain. As a result, the Employee recognizes and hereby acknowledges that
the Company shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all of the
covenants contained in Sections 6, 7, 8, 9 or 10 of this Agreement by the
Employee or any of his affiliates, associates,
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partners or agents, either directly or indirectly, and that such right to
injunction shall be cumulative and in addition to whatever other remedies the
Company may possess.
14. NO ASSIGNMENT. The Employee shall not assign or delegate his
employment obligations pursuant to this Agreement to any other person.
15. EMPLOYER'S AUTHORITY. The relationship between the parties
hereto is that of employer and employee. The Employee agrees to observe and
comply with the rules and regulations of the Company, as adopted by the Company
from time to time with respect to the performance of the duties of the Employee.
16. GOVERNING LAW. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Florida,
excluding the choice of law rules thereof. The Company and the Employee each
hereby irrevocably submit to the jurisdiction of the state or federal courts
located in Dade County, Florida in connection with any suit, action or other
proceeding arising out of or relating to this Agreement and hereby agree not to
assert, by way of motion, as a defense, or otherwise in any such suit, action or
proceeding that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced by such courts.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, understandings and arrangements, both oral
and written, between the parties hereto with respect to such subject matter.
This Agreement may not be modified in any way unless by a written instrument
signed by both the Company and the Employee.
18. NOTICES. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or three days after sent by registered or certified United
States mail, return receipt requested, postage prepaid, or the next business day
following dispatch by a reputable overnight courier service, addressed as
follows:
(a) If to the Employee:
Steven E. Hirsch
554 Alda Road
Mamaroneck, NY 10543
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(b) If to the Company:
UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Robert J. New
with a copy given in the manner prescribed above to:
Morgan, Lewis & Bockius LLP
One Oxford Centre, Thirty-Second Floor
Pittsburgh, PA 15219
Attention: David A. Gerson
or to such other addresses as either party hereto may from time to time give
notice of to the other party hereto in the aforesaid manner.
19. BENEFITS; BINDING EFFECT. This Agreement shall be for the
benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors and assigns.
20. SEVERABILITY. Except as otherwise provided in Sections 11 and
12, the invalidity of any one or more of the words, phrases, sentences, clauses,
sections or subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses, sections
or subsections contained in this Agreement or any part thereof shall be declared
invalid, this Agreement shall be construed as if such invalid word or words,
phrase or phrases, sentence or sentences, clause or clauses, section or sections
or subsection or subsections had not been inserted. If such invalidity is caused
by length of time or size of area, or both, the otherwise invalid provision will
be considered to be reduced to a period or area which would cure such
invalidity.
21. DAMAGES. In the event that either party hereto brings suit for
the collection of any damages resulting from, or the injunction of any action
constituting, a breach of any of the terms or provisions of this Agreement, then
the non-prevailing party shall pay all reasonable court costs and attorneys'
fees of the other party.
22. SECTION HEADINGS. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the.
meaning or interpretation of this Agreement.
23. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in
this Agreement is intended, or shall be construed, to confer upon or give any
person other than the parties hereto and
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<PAGE> 12
their respective heirs, personal representative, legal representative,
successors and assigns, any rights or remedies under or by reason of this
Agreement.
24. AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Company and the Employee. No delay or failure at any time
on the part of the Company or the Employee in exercising any right, power or
privilege under this Agreement, or in enforcing any provision of this Agreement,
shall impair any such right, power or privilege, or be construed as a waiver of
any default or as any acquiescence therein, or shall affect the right of the
Company or the Employee thereafter to enforce each and every provision of this
Agreement in accordance with its terms. The waiver by either party hereto of a
breach or violation of any term or provision of this Agreement shall neither
operate nor be construed as a waiver of any subsequent breach or violation.
25. SURVIVAL. The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement or the Term of
Employment for any reason to the extent necessary to the intended provision of
such rights and the intended performance of such obligations.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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<PAGE> 13
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
UNICAPITAL CORPORATION, a
Delaware corporation
By: /s/ ROBERT J. NEW
---------------------
Name: Robert J. New
Title: Chairman and Chief
Executive Officer
EMPLOYEE:
/s/ STEVEN E. HIRSCH
-------------------------
Steven E. Hirsch
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<PAGE> 1
Exhibit 10.10
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 20th day of May, 1998 by and between UNICAPITAL CORPORATION, a Delaware
corporation (the "Company"), and ROBERT J. NEW (the "Employee").
R E C I T A L S
---------------
The Company desires to obtain the services of the Employee in the
employment of the Company on the terms and subject to the conditions set forth
in this Agreement, and the Employee desires to make his services available to
the Company on the terms and subject to the conditions set forth in this
Agreement.
A G R E E M E N T
-----------------
NOW, THEREFORE, in consideration of the premises, agreements and mutual
covenants set forth herein, the parties hereto, intending to be bound legally,
hereby agree as follows:
1. DEFINITIONS. The following terms when used herein, unless the
context otherwise requires, shall be defined as follows:
1.1 "Cause" shall have the meaning set forth in Section
5.1 hereof.
1.2 "Company" shall mean UniCapital Corporation, a
Delaware corporation.
1.3 "Competing Business" shall have the meaning set forth
in Section 6.1 hereof.
1.4 "Confidential Information" shall have the meaning set
forth in Section 9.1 hereof.
1.5 "Term" shall have the meaning set forth in Section 3
hereof.
2. EMPLOYMENT
2.1 General. The Company hereby agrees to employ the Employee
as Chairman and Chief Executive Officer during the Term of this Agreement on the
terms and subject to the conditions contained in this Agreement, and the
Employee hereby agrees to accept such employment on the terms and subject to the
conditions contained in this Agreement.
2.2 Duties of Employee. During the Term of this Agreement, the
Employee shall diligently perform all duties and responsibilities as may be
assigned to him by the Company's Board of Directors and shall exercise such
power and authority as may from time to time be delegated to
1
<PAGE> 2
him thereby. The Employee shall devote his full business time and attention to
the business and affairs of the Company as necessary to perform his duties and
responsibilities hereunder, render such services to the best of his ability, and
use his best efforts to promote the interests of the Company.
3. TERM. Subject to the provisions of Section 5 of this
Agreement, the Company shall employ the Employee for a term commencing on the
date first written above (the "Effective Date"), which shall be the date of
consummation of the initial public offering by the Company of its common stock
(the "IPO") pursuant to a registration statement on Form S-1 filed by the
Company with the Securities and Exchange Commission (the "SEC") relating to such
IPO (the "Registration Statement") and declared effective by the SEC and
expiring on April 1, 2000.
4. COMPENSATION.
4.1 Salary. The Employee shall receive an annual salary of
Six-Hundred-Fifty Thousand Dollars ($650,000.00) during the Term of this
Agreement, and such salary shall be payable in installments consistent with the
Company's normal payroll schedule commencing on either the first or fifteenth
day of the month, as the case may be, following the Effective Date.
4.2 Benefits. During the Term of this Agreement, the Employee
shall be entitled to participate in all plans adopted for the general benefit of
the Company's employees, such as stock option plans, 401(k) plans, pension
plans, profit sharing plans, medical plans, group or other insurance plans and
benefits, to the extent that the Employee is and remains eligible to participate
therein and subject to the eligibility provisions of such plans in effect from
time to time. For each calendar year during the Term of this Agreement, the
Employee shall be entitled to not less than four weeks of paid vacation,
prorated for any period of employment of less than an entire year.
4.3 Withholding. Notwithstanding any provision in this
Agreement to the contrary, all payments required to be made by the Company
hereunder to the Employee in connection with the Employee's employment hereunder
shall be subject to withholding of such amounts relating to taxes as the Company
may reasonably determine it should withhold pursuant to any applicable law or
regulation. In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provisions for the payment of
taxes, provided that the Company is satisfied that all requirements of law
affecting its responsibilities to withhold have been satisfied.
4.4 Reimbursement of Expenses. The Company agrees to reimburse
the Employee for all reasonable business expenses (including, without
limitation, reasonable travel and entertainment expenses) incurred by the
Employee in the discharge of his duties hereunder, subject to the Company's
reimbursement policies in effect from time to time. The Employee agrees to
maintain reasonable records of his business expenses in such form and detail as
the Company may request and to make such records available to the Company as and
when requested.
2
<PAGE> 3
5. TERMINATION
5.1 Termination for Cause. Notwithstanding any provision in
this Agreement to the contrary, this Agreement may be terminated by the Company
for "Cause" at any time during the Term hereof, and such termination shall be
effective immediately upon written notice to the Employee. For purposes of this
Agreement, "Cause" for the termination of the Employee's employment hereunder
shall be deemed to exist if, in the reasonable judgment of the Company's Board
of Directors: (a) the Employee commits fraud, theft or embezzlement against the
Company; (b) the Employee commits a felony or a crime involving moral turpitude;
(c) the Employee compromises trade secrets or other proprietary information of
the Company; (d) the Employee breaches any non-competition or non-solicitation
agreement with the Company or any subsidiary or affiliate thereof; (e) the
Employee breaches any of the terms of this Agreement (other than those
referenced in clauses (c) and (d) of this Section 5.1) and fails to cure such
breach within 10 days after the receipt of written notice of such breach from
the Company; or (f) the Employee engages in gross negligence or willful
misconduct that causes harm to the business and operations of the Company or a
subsidiary or affiliate thereof. Upon any termination pursuant to this Section
5.1, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
5.2 Termination by the Company Without Cause. The Company may,
in its sole and absolute discretion, terminate the employment of the Employee
hereunder, at any time prior to the expiration of the term of this Agreement,
without "Cause" (as such term is defined in Section 5.1 above), or otherwise
without any cause, reason or justification, provided that the Company provides
to the Employee at least sixty (60) days' prior written notice (the "Termination
Notice") of such termination. In the event of any such termination by the
Company, (a) the Employee's employment with the Company shall cease and
terminate on the date specified in the Termination Notice (or, if no date is so
specified, on the date which is 60 days following the date of such notice), and
(b) the Employee shall be entitled to receive and be paid solely the Employee's
salary then in effect for the shorter of (x) the three-month period following
the Employee's termination or (y) the remaining Term of this Agreement, payable
over such period at the Company's regular and customary intervals for the
payment of salaries as then in effect, and the Company shall have no further
liability or other obligation of any kind whatsoever to the Employee.
5.3 Death of the Employee. In the event that the Employee
shall die during the Term of this Agreement, the Employee's employment with the
Company shall immediately cease and terminate and the Employee's estate, heirs
(at law), devisees, legatees or other proper and legally entitled descendants,
or the personal representative, executor, administrator or other proper legal
representative on behalf of such descendants, shall be entitled to receive and
be paid solely the Employee's salary through the date of death, and the Company
shall have no further liability or other obligation of any kind whatsoever to
the Employee.
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<PAGE> 4
5.4 Disability of the Employee. In the event that the Employee
becomes incapacitated during the Term by reason of sickness, accident or other
mental or physical disability such that he is substantially unable to perform
his duties and responsibilities hereunder for a period of 60 consecutive days,
or for shorter or intermittent periods aggregating 90 days during any 12-month
period (a "Disability"), the Company thereafter shall have the right, in its
sole and absolute discretion, to terminate the Employee's employment under this
Agreement by sending written notice of such termination to the Employee or its
legal guardian or other proper legal representative and thereupon his employment
hereunder shall immediately cease and terminate. In the event of any such
termination, the Employee shall be entitled to receive and be paid solely the
Employee's salary then in effect through the effective date of termination and
the Company shall have no further liability or other obligation of any kind
whatsoever to the Employee.
5.5 Termination by the Employee. Provided that the Company
does not have "Cause" to terminate the Employee pursuant to Section 5.1 above,
the Employee may terminate the Employee's employment with the Company hereunder
at any time and for any reason. Employee must provide to the Company written
notice of such termination not less than 365 days prior to the date such
termination is to be effective. Upon any termination pursuant to this Section
5.5, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
6. AGREEMENT NOT TO COMPETE
6.1 As used in this Agreement, "Competing Business" shall mean
any business or enterprise which is engaged in (a) the equipment leasing
business; or (b) any business, business segment or product line engaged in by
the Company on the date of termination of the Employee's employment with the
Company (clauses (a) and (b) collectively referred to herein as the "Company's
Business").
6.2 The Employee agrees that, during the Term of this
Agreement and for two years following the termination or expiration of his
employment for any reason whatsoever, he will not, without the prior written
consent of the Company, either directly or indirectly, on his own behalf or in
the service of or on behalf of others as a shareholder, director, officer,
trustee, consultant, independent contractor or employee, engage in, or be
employed by, or provide services to, any Competing Business within the State of
Florida or in any other state in which the Company or any subsidiary or
affiliate thereof is engaged in business or in which of any of their respective
products or services are marketed or sold at the time of such termination.
7. AGREEMENT NOT TO SOLICIT OR SELL TO CUSTOMERS. The Employee
agrees that, during the Term of this Agreement and for two years following the
termination or expiration of his employment for any reason whatsoever, he will
not without the prior written consent of the Company, either directly or
indirectly, call on, solicit, take away, accept as a client, customer or
prospective client, customer or attempt to call on, solicit, take away or accept
as a client, customer
4
<PAGE> 5
prospective client or customer, any person that was a client, customer or
prospective client or customer of the Company or any of its subsidiaries or
affiliates.
8. AGREEMENT NOT TO SOLICIT OR HIRE EMPLOYEES. The Employee
agrees that during the Term of this Agreement and for two years following the
termination or expiration of his employment for any reason whatsoever, he will
not, either directly or indirectly, on his own behalf or in the service or on
behalf of others, solicit, divert or hire, attempt to solicit, divert or hire or
induce or attempt to induce to discontinue employment with the Company or any
subsidiary or affiliate thereof, any person employed by the Company or any
subsidiary or affiliate thereof, whether or not such employee is a full time
employee or a temporary employee of the Company or any subsidiary or affiliate
thereof and whether or not such employment is for a determined period or is at
will.
9. OWNERSHIP AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL
INFORMATION
9.1 As used in this Agreement, "Confidential Information"
shall mean all customer sales and marketing information, customer account
records, proprietary receipts and/or processing techniques, information
regarding vendors and products, training and operations memoranda and similar
information, personnel records, pricing information, financial information and
trade secrets concerning or relating to the business, accounts, customers,
employees and affairs of the Company, or any subsidiary or affiliate thereof,
obtained by or furnished, disclosed or disseminated to the Employee, or
obtained, assembled or compiled by the Employee or under his supervision during
the course of his employment by the Company, and all physical embodiments of the
foregoing, all of which are hereby agreed to be the property of and confidential
to the Company, but Confidential Information shall not include any of the
foregoing to the extent the same is or becomes publicly known through no fault
or breach of this Agreement by the Employee.
9.2 The Employee acknowledges and agrees that all Confidential
Information, and all physical embodiments thereof, are confidential to and shall
be and remain the sole and exclusive property of the Company. Upon request by
the Company, and in any event upon termination of the Employee's employment with
the Company for any reason whatsoever, as a prior condition to the Employee's
receipt of any final salary or benefit payments hereunder, the Employee shall
deliver to the Company all property belonging to the Company or any of its
subsidiaries or affiliates, including, without limitation, all Confidential
Information (and all embodiments thereof), then in his custody, control or
possession, but any forfeiture of such salary or benefit shall not be considered
a satisfaction or a release of or liquidated damages for any claim(s) for
damages against the Employee which may accrue to the Company, as a result of any
breach of this Section 9 by the Employee.
9.3 The Employee agrees that he will not, either during the
Term of this Agreement or at any time thereafter, without the prior written
consent of the Company, use, disclose or make available any Confidential
Information to any person or entity, nor shall he use, disclose, make available
or cause to be used, disclosed or made available, or permit or allow, either on
his own behalf or on behalf of others, any use or disclosure of such
Confidential Information other than in the proper performance of the Employee's
duties hereunder.
5
<PAGE> 6
10. INVENTIONS. The Employee shall disclose promptly to the
Company any and all conceptions and ideas for inventions, improvements, and
valuable discoveries, whether patentable or not, that are conceived or made by
the Employee, solely or jointly with another, during the Term of this Agreement
and that are directly related to the business or activities of the Company and
that the Employee conceives as a result of his employment by the Company,
regardless of whether or not such ideas, inventions, or improvements qualify as
"works for hire." The Employee hereby assigns and agrees to assign all his
interests therein to the Company or its nominee. Whenever requested to do so by
the Company, the Employee shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.
11. REASONABLENESS OF RESTRICTIONS. In the event that any
provision relating to time period or geographic area of any restriction set
forth in Sections 6, 7, 8, 9 or 10 shall be declared by a court of competent
jurisdiction to exceed the maximum time period or area of restriction that the
court deems reasonable and enforceable, the time period or area of restriction
which the court finds to be reasonable and enforceable shall be deemed to
become, and thereafter shall be, the maximum time period or geographic area of
such restriction.
12. ENFORCEABILITY. Any provision of Sections 6, 7, 8, 9 or 10
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, but shall
be enforced to the maximum extent permitted by law, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
13. INJUNCTION. It is recognized and hereby acknowledged by the
parties hereto that a breach by the Employee of any of the covenants contained
in Sections 6, 7, 8, 9 or 10 of this Agreement will cause irreparable harm and
damage to the Company, the monetary amount of which may be virtually impossible
to ascertain. As a result, the Employee recognizes and hereby acknowledges that
the Company shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all of the
covenants contained in Sections 6, 7, 8, 9 or 10 of this Agreement by the
Employee or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be cumulative
and in addition to whatever other remedies the Company may possess.
14. ASSIGNMENT. The Employee shall not delegate his employment
obligations pursuant to this Agreement to any other person.
15. EMPLOYER'S AUTHORITY. The relationship between the parties
hereto is that of employer and employee. The Employee agrees to observe and
comply with the rules and regulations of the Company, as adopted by the Company
from time to time with respect to the performance of the duties of the Employee.
The Employee acknowledges that he has no authority to enter into any contracts
or other obligations that are binding upon the Company unless such contracts or
obligations are authorized by the Board of Directors of the Company. The Company
shall have the power to
6
<PAGE> 7
direct, control and supervise the duties to be performed by the Employee, the
manner of performing said duties, and the time of performing said duties.
16. GOVERNING LAW. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Florida,
excluding the choice of law rules thereof. The Company and the Employee each
hereby irrevocably submit to the jurisdiction of the state or federal courts
located in Dade County, Florida in connection with any suit, action or other
proceeding arising out of or relating to this Agreement and hereby agree not to
assert, by way of motion, as a defense, or otherwise in any such suit, action or
proceeding that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced by such courts.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, understandings and arrangements, both oral
and written, between the parties hereto with respect to such subject matter.
This Agreement may not be modified in any way, unless by a written instrument
signed by both the Company and the Employee.
18. NOTICES. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or three (3) days after sent by registered or certified United
States mail, return receipt requested, postage prepaid, or the next business day
following dispatch by a reputable overnight courier service, addressed as
follows:
(i) If to the Employee:
Robert J. New
11414 North Bayshore Drive
North Miami, FL 33181
(ii) If to the Company:
UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Martin Kalb
with a copy given in the manner prescribed
above to:
Morgan, Lewis & Bockius LLP
One Oxford Centre, Thirty-Second Floor
Pittsburgh, PA 15219
Attention: David A. Gerson
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<PAGE> 8
or to such other addresses as either party hereto may from time to time give
notice of to the other party hereto in the aforesaid manner.
19. BENEFITS; BINDING EFFECT. This Agreement shall be for the
benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors and assigns.
20. SEVERABILITY. Except as otherwise provided in Sections 11 and
12, the invalidity of any one or more of the words, phrases, sentences, clauses,
sections or subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses, sections
or subsections contained in this Agreement or any part thereof shall be declared
invalid, this Agreement shall be construed as if such invalid word or words,
phrase or phrases, sentence or sentences, clause or clauses, section or sections
or subsection or subsections had not been inserted. If such invalidity is caused
by length of time or size of area, or both, the otherwise invalid provision will
be considered to be reduced to a period or area which would cure such
invalidity.
21. DAMAGES. Nothing contained herein shall be construed to
prevent the Company or the Employee from seeking and recovering from the other
damages sustained by either or both of them as a result of its or his breach of
any term or provision of this Agreement. In the event that either party hereto
brings suit for the collection of any damages resulting from, or the injunction
of any action constituting, a breach of any of the terms or provisions of this
Agreement, then the non-prevailing party shall pay all reasonable court costs
and attorneys' fees of the other party.
22. SECTION HEADINGS. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
23. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in
this Agreement is intended, or shall be construed, to confer upon or give any
person other than the parties hereto and their respective heirs, personal
representative, legal representative, successors and assigns, any rights or
remedies under or by reason of this Agreement.
24. AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Company and the Employee. No delay or failure at any time
on the part of the Company in exercising any right, power or privilege under
this Agreement, or in enforcing any provision of this Agreement, shall impair
any such right, power or privilege, or be construed as a waiver of any default
or as any acquiescence therein, or shall affect the right of the Company
thereafter to enforce each and every provision of this Agreement in accordance
with its terms. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall neither operate nor be construed
as a waiver of any subsequent breach or violation.
8
<PAGE> 9
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
UNICAPITAL CORPORATION
By: /s/ MARTIN KALB
---------------------
Name: Martin Kalb
Title: Executive Vice President
EMPLOYEE
/s/ ROBERT J. NEW
---------------------
Robert J. New
9
<PAGE> 1
Exhibit 10.11
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 20th day of May, 1998 by and between UNICAPITAL CORPORATION, a Delaware
corporation (the "Company"), and JONATHAN NEW (the "Employee").
R E C I T A L S
---------------
The Company desires to obtain the services of the Employee in the
employment of the Company on the terms and subject to the conditions set forth
in this Agreement, and the Employee desires to make his services available to
the Company on the terms and subject to the conditions set forth in this
Agreement.
A G R E E M E N T
-----------------
NOW, THEREFORE, in consideration of the premises, agreements and mutual
covenants set forth herein, the parties hereto, intending to be bound legally,
hereby agree as follows:
1. DEFINITIONS. The following terms when used herein, unless the
context otherwise requires, shall be defined as follows:
1.1 "Cause" shall have the meaning set forth in Section
5.1 hereof.
1.2 "Company" shall mean UniCapital Corporation, a
Delaware corporation.
1.3 "Competing Business" shall have the meaning set forth
in Section 6.1 hereof.
1.4 "Confidential Information" shall have the meaning set
forth in Section 9.1 hereof.
1.5 "Term" shall have the meaning set forth in Section 3
hereof.
2. EMPLOYMENT
2.1 General. The Company hereby agrees to employ the Employee
as Chief Financial Officer during the Term of this Agreement on the terms and
subject to the conditions contained in this Agreement, and the Employee hereby
agrees to accept such employment on the terms and subject to the conditions
contained in this Agreement.
2.2 Duties of Employee. During the Term of this Agreement, the
Employee shall diligently perform all duties and responsibilities as may be
assigned to him by the Company's Board of Directors and Chief Executive Officer
and shall exercise such power and authority as may from
1
<PAGE> 2
time to time be delegated to him thereby. The Employee shall devote his full
business time and attention to the business and affairs of the Company as
necessary to perform his duties and responsibilities hereunder, render such
services to the best of his ability, and use his best efforts to promote the
interests of the Company.
3. TERM. Subject to the provisions of Section 5 of this
Agreement, the Company shall employ the Employee for a term commencing on the
date first written above (the "Effective Date"), which shall be the date of
consummation of the initial public offering by the Company of its common stock
(the "IPO") pursuant to a registration statement on Form S-1 filed by the
Company with the Securities and Exchange Commission (the "SEC") relating to such
IPO (the "Registration Statement") and declared effective by the SEC and
expiring on April 1, 2000.
4. COMPENSATION.
4.1 Salary. The Employee shall receive an annual salary of
Two-Hundred-Fifty Thousand Dollars ($250,000.00) during the Term of this
Agreement, and such salary shall be payable in installments consistent with the
Company's normal payroll schedule commencing on either the first or fifteenth
day of the month, as the case may be, following the Effective Date.
4.2 Benefits. During the Term of this Agreement, the Employee
shall be entitled to participate in all plans adopted for the general benefit of
the Company's employees, such as stock option plans, 401(k) plans, pension
plans, profit sharing plans, medical plans, group or other insurance plans and
benefits, to the extent that the Employee is and remains eligible to participate
therein and subject to the eligibility provisions of such plans in effect from
time to time. For each calendar year during the Term of this Agreement, the
Employee shall be entitled to not less than four weeks of paid vacation,
prorated for any period of employment of less than an entire year.
4.3 Withholding. Notwithstanding any provision in this
Agreement to the contrary, all payments required to be made by the Company
hereunder to the Employee in connection with the Employee's employment hereunder
shall be subject to withholding of such amounts relating to taxes as the Company
may reasonably determine it should withhold pursuant to any applicable law or
regulation. In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provisions for the payment of
taxes, provided that the Company is satisfied that all requirements of law
affecting its responsibilities to withhold have been satisfied.
4.4 Reimbursement of Expenses. The Company agrees to reimburse
the Employee for all reasonable business expenses (including, without
limitation, reasonable travel and entertainment expenses) incurred by the
Employee in the discharge of his duties hereunder, subject to the Company's
reimbursement policies in effect from time to time. The Employee agrees to
maintain reasonable records of his business expenses in such form and detail as
the Company may request and to make such records available to the Company as and
when requested.
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<PAGE> 3
5. TERMINATION
5.1 Termination for Cause. Notwithstanding any provision in
this Agreement to the contrary, this Agreement may be terminated by the Company
for "Cause" at any time during the Term hereof, and such termination shall be
effective immediately upon written notice to the Employee. For purposes of this
Agreement, "Cause" for the termination of the Employee's employment hereunder
shall be deemed to exist if, in the reasonable judgment of the Company's Board
of Directors: (a) the Employee commits fraud, theft or embezzlement against the
Company; (b) the Employee commits a felony or a crime involving moral turpitude;
(c) the Employee compromises trade secrets or other proprietary information of
the Company; (d) the Employee breaches any non-competition or non-solicitation
agreement with the Company or any subsidiary or affiliate thereof; (e) the
Employee breaches any of the terms of this Agreement (other than those
referenced in clauses (c) and (d) of this Section 5.1) and fails to cure such
breach within 10 days after the receipt of written notice of such breach from
the Company; or (f) the Employee engages in gross negligence or willful
misconduct that causes harm to the business and operations of the Company or a
subsidiary or affiliate thereof. Upon any termination pursuant to this Section
5.1, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
5.2 Termination by the Company Without Cause. The Company may,
in its sole and absolute discretion, terminate the employment of the Employee
hereunder, at any time prior to the expiration of the term of this Agreement,
without "Cause" (as such term is defined in Section 5.1 above), or otherwise
without any cause, reason or justification, provided that the Company provides
to the Employee at least sixty (60) days' prior written notice (the "Termination
Notice") of such termination. In the event of any such termination by the
Company, (a) the Employee's employment with the Company shall cease and
terminate on the date specified in the Termination Notice (or, if no date is so
specified, on the date which is 60 days following the date of such notice), and
(b) the Employee shall be entitled to receive and be paid solely the Employee's
salary then in effect for the shorter of (x) the eight-month period following
the Employee's termination or (y) the remaining Term of this Agreement, payable
over such period at the Company's regular and customary intervals for the
payment of salaries as then in effect, and the Company shall have no further
liability or other obligation of any kind whatsoever to the Employee.
5.3 Death of the Employee. In the event that the Employee
shall die during the Term of this Agreement, the Employee's employment with the
Company shall immediately cease and terminate and the Employee's estate, heirs
(at law), devisees, legatees or other proper and legally entitled descendants,
or the personal representative, executor, administrator or other proper legal
representative on behalf of such descendants, shall be entitled to receive and
be paid solely the Employee's salary through the date of death, and the Company
shall have no further liability or other obligation of any kind whatsoever to
the Employee.
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5.4 Disability of the Employee. In the event that the Employee
becomes incapacitated during the Term by reason of sickness, accident or other
mental or physical disability such that he is substantially unable to perform
his duties and responsibilities hereunder for a period of 60 consecutive days,
or for shorter or intermittent periods aggregating 90 days during any 12-month
period (a "Disability"), the Company thereafter shall have the right, in its
sole and absolute discretion, to terminate the Employee's employment under this
Agreement by sending written notice of such termination to the Employee or its
legal guardian or other proper legal representative and thereupon his employment
hereunder shall immediately cease and terminate. In the event of any such
termination, the Employee shall be entitled to receive and be paid solely the
Employee's salary then in effect through the effective date of termination and
the Company shall have no further liability or other obligation of any kind
whatsoever to the Employee.
5.5 Termination by the Employee. Provided that the Company
does not have "Cause" to terminate the Employee pursuant to Section 5.1 above,
the Employee may terminate the Employee's employment with the Company hereunder
at any time and for any reason. Employee must provide to the Company written
notice of such termination not less than 365 days prior to the date such
termination is to be effective. Upon any termination pursuant to this Section
5.5, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.
6. AGREEMENT NOT TO COMPETE
6.1 As used in this Agreement, "Competing Business" shall mean
any business or enterprise which is engaged in (a) the equipment leasing
business; or (b) any business, business segment or product line engaged in by
the Company on the date of termination of the Employee's employment with the
Company (clauses (a) and (b) collectively referred to herein as the "Company's
Business").
6.2 The Employee agrees that, during the Term of this
Agreement and for two years following the termination or expiration of his
employment for any reason whatsoever, he will not, without the prior written
consent of the Company, either directly or indirectly, on his own behalf or in
the service of or on behalf of others as a shareholder, director, officer,
trustee, consultant, independent contractor or employee, engage in, or be
employed by, or provide services to, any Competing Business within the State of
Florida or in any other state in which the Company or any subsidiary or
affiliate thereof is engaged in business or in which of any of their respective
products or services are marketed or sold at the time of such termination.
7. AGREEMENT NOT TO SOLICIT OR SELL TO CUSTOMERS. The Employee
agrees that, during the Term of this Agreement and for two years following the
termination or expiration of his employment for any reason whatsoever, he will
not without the prior written consent of the Company, either directly or
indirectly, call on, solicit, take away, accept as a client, customer or
prospective client, customer or attempt to call on, solicit, take away or accept
as a client, customer
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prospective client or customer, any person that was a client, customer or
prospective client or customer of the Company or any of its subsidiaries or
affiliates.
8. AGREEMENT NOT TO SOLICIT OR HIRE EMPLOYEES. The Employee
agrees that during the Term of this Agreement and for two years following the
termination or expiration of his employment for any reason whatsoever, he will
not, either directly or indirectly, on his own behalf or in the service or on
behalf of others, solicit, divert or hire, attempt to solicit, divert or hire or
induce or attempt to induce to discontinue employment with the Company or any
subsidiary or affiliate thereof, any person employed by the Company or any
subsidiary or affiliate thereof, whether or not such employee is a full time
employee or a temporary employee of the Company or any subsidiary or affiliate
thereof and whether or not such employment is for a determined period or is at
will.
9. OWNERSHIP AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL
INFORMATION
9.1 As used in this Agreement, "Confidential Information"
shall mean all customer sales and marketing information, customer account
records, proprietary receipts and/or processing techniques, information
regarding vendors and products, training and operations memoranda and similar
information, personnel records, pricing information, financial information and
trade secrets concerning or relating to the business, accounts, customers,
employees and affairs of the Company, or any subsidiary or affiliate thereof,
obtained by or furnished, disclosed or disseminated to the Employee, or
obtained, assembled or compiled by the Employee or under his supervision during
the course of his employment by the Company, and all physical embodiments of the
foregoing, all of which are hereby agreed to be the property of and confidential
to the Company, but Confidential Information shall not include any of the
foregoing to the extent the same is or becomes publicly known through no fault
or breach of this Agreement by the Employee.
9.2 The Employee acknowledges and agrees that all Confidential
Information, and all physical embodiments thereof, are confidential to and shall
be and remain the sole and exclusive property of the Company. Upon request by
the Company, and in any event upon termination of the Employee's employment with
the Company for any reason whatsoever, as a prior condition to the Employee's
receipt of any final salary or benefit payments hereunder, the Employee shall
deliver to the Company all property belonging to the Company or any of its
subsidiaries or affiliates, including, without limitation, all Confidential
Information (and all embodiments thereof), then in his custody, control or
possession, but any forfeiture of such salary or benefit shall not be considered
a satisfaction or a release of or liquidated damages for any claim(s) for
damages against the Employee which may accrue to the Company, as a result of any
breach of this Section 9 by the Employee.
9.3 The Employee agrees that he will not, either during the
Term of this Agreement or at any time thereafter, without the prior written
consent of the Company, use, disclose or make available any Confidential
Information to any person or entity, nor shall he use, disclose, make available
or cause to be used, disclosed or made available, or permit or allow, either on
his own behalf or on behalf of others, any use or disclosure of such
Confidential Information other than in the proper performance of the Employee's
duties hereunder.
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10. INVENTIONS. The Employee shall disclose promptly to the
Company any and all conceptions and ideas for inventions, improvements, and
valuable discoveries, whether patentable or not, that are conceived or made by
the Employee, solely or jointly with another, during the Term of this Agreement
and that are directly related to the business or activities of the Company and
that the Employee conceives as a result of his employment by the Company,
regardless of whether or not such ideas, inventions, or improvements qualify as
"works for hire." The Employee hereby assigns and agrees to assign all his
interests therein to the Company or its nominee. Whenever requested to do so by
the Company, the Employee shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.
11. REASONABLENESS OF RESTRICTIONS. In the event that any
provision relating to time period or geographic area of any restriction set
forth in Sections 6, 7, 8, 9 or 10 shall be declared by a court of competent
jurisdiction to exceed the maximum time period or area of restriction that the
court deems reasonable and enforceable, the time period or area of restriction
which the court finds to be reasonable and enforceable shall be deemed to
become, and thereafter shall be, the maximum time period or geographic area of
such restriction.
12. ENFORCEABILITY. Any provision of Sections 6, 7, 8, 9 or 10
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, but shall
be enforced to the maximum extent permitted by law, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
13. INJUNCTION. It is recognized and hereby acknowledged by the
parties hereto that a breach by the Employee of any of the covenants contained
in Sections 6, 7, 8, 9 or 10 of this Agreement will cause irreparable harm and
damage to the Company, the monetary amount of which may be virtually impossible
to ascertain. As a result, the Employee recognizes and hereby acknowledges that
the Company shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all of the
covenants contained in Sections 6, 7, 8, 9 or 10 of this Agreement by the
Employee or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be cumulative
and in addition to whatever other remedies the Company may possess.
14. ASSIGNMENT. The Employee shall not delegate his employment
obligations pursuant to this Agreement to any other person.
15. EMPLOYER'S AUTHORITY. The relationship between the parties
hereto is that of employer and employee. The Employee agrees to observe and
comply with the rules and regulations of the Company, as adopted by the Company
from time to time with respect to the performance of the duties of the Employee.
The Employee acknowledges that he has no authority to enter into any contracts
or other obligations that are binding upon the Company unless such contracts or
obligations are authorized by the Board of Directors of the Company. The Company
shall have the power to
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direct, control and supervise the duties to be performed by the Employee, the
manner of performing said duties, and the time of performing said duties.
16. GOVERNING LAW. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Florida,
excluding the choice of law rules thereof. The Company and the Employee each
hereby irrevocably submit to the jurisdiction of the state or federal courts
located in Dade County, Florida in connection with any suit, action or other
proceeding arising out of or relating to this Agreement and hereby agree not to
assert, by way of motion, as a defense, or otherwise in any such suit, action or
proceeding that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced by such courts.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, understandings and arrangements, both oral
and written, between the parties hereto with respect to such subject matter.
This Agreement may not be modified in any way, unless by a written instrument
signed by both the Company and the Employee.
18. NOTICES. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or three (3) days after sent by registered or certified United
States mail, return receipt requested, postage prepaid, or the next business day
following dispatch by a reputable overnight courier service, addressed as
follows:
(i) If to the Employee:
Jonathan New
10023 Bay Harbor Terrace
Bay Harbor, Florida 33154
(ii) If to the Company:
UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Robert J. New
with a copy given in the manner prescribed
above to:
Morgan, Lewis & Bockius LLP
One Oxford Centre, Thirty-Second Floor
Pittsburgh, PA 15219
Attention: David A. Gerson
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or to such other addresses as either party hereto may from time to time give
notice of to the other party hereto in the aforesaid manner.
19. BENEFITS; BINDING EFFECT. This Agreement shall be for the
benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors and assigns.
20. SEVERABILITY. Except as otherwise provided in Sections 11 and
12, the invalidity of any one or more of the words, phrases, sentences, clauses,
sections or subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses, sections
or subsections contained in this Agreement or any part thereof shall be declared
invalid, this Agreement shall be construed as if such invalid word or words,
phrase or phrases, sentence or sentences, clause or clauses, section or sections
or subsection or subsections had not been inserted. If such invalidity is caused
by length of time or size of area, or both, the otherwise invalid provision will
be considered to be reduced to a period or area which would cure such
invalidity.
21. DAMAGES. Nothing contained herein shall be construed to
prevent the Company or the Employee from seeking and recovering from the other
damages sustained by either or both of them as a result of its or his breach of
any term or provision of this Agreement. In the event that either party hereto
brings suit for the collection of any damages resulting from, or the injunction
of any action constituting, a breach of any of the terms or provisions of this
Agreement, then the non-prevailing party shall pay all reasonable court costs
and attorneys' fees of the other party.
22. SECTION HEADINGS. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
23. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in
this Agreement is intended, or shall be construed, to confer upon or give any
person other than the parties hereto and their respective heirs, personal
representative, legal representative, successors and assigns, any rights or
remedies under or by reason of this Agreement.
24. AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Company and the Employee. No delay or failure at any time
on the part of the Company in exercising any right, power or privilege under
this Agreement, or in enforcing any provision of this Agreement, shall impair
any such right, power or privilege, or be construed as a waiver of any default
or as any acquiescence therein, or shall affect the right of the Company
thereafter to enforce each and every provision of this Agreement in accordance
with its terms. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall neither operate nor be construed
as a waiver of any subsequent breach or violation.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
UNICAPITAL CORPORATION
By: /s/ ROBERT J. NEW
---------------------
Name: Robert J. New
Title: Chairman and Chief Executive Officer
EMPLOYEE
/s/ JONATHAN NEW
-------------------------
Jonathan New
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Exhibit 10.12
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of this 20th day of May, 1998, is
among CLA Holdings, Inc., a Delaware corporation (the "Company"), UniCapital
Corporation ("UniCapital"), a Delaware corporation, and Stuart Cauff
("Employee").
RECITALS
The Company desires to continue to employ Employee and to have the
benefit of his skills and services, and Employee desires to continue employment
with the Company, a wholly-owned subsidiary of UniCapital, on the terms and
conditions set forth herein.
It is a condition to the consummation of the transactions set forth in
the Agreement and Plan of Contribution (the "Purchase Agreement") by and among
UniCapital, CLA Acquisition Corp., Employee, The 1998 Cauff Family Trust, Wayne
D. Lippman and The 1998 Lippman Family Trust that the parties hereto enter into
this Agreement. The Company and UniCapital are sometimes collectively referred
to herein as the "Companies."
NOW, THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein, and the performance of each, the
parties hereto, intending legally to be bound, hereby agree as follows:
AGREEMENTS
1. EMPLOYMENT; TERM. The Companies hereby employ Employee to perform
the duties described herein, and Employee hereby accepts employment with the
Companies, for a term beginning on the date hereof and continuing for a period
of three years (the "Term").
2. POSITION AND DUTIES. UniCapital and the Company hereby employ
Employee as the President and Chief Executive Officer of each of the Company and
the "Big Ticket Leasing Division" of UniCapital. As such, Employee shall have
responsibilities, duties and authority reasonably accorded to and expected of
the President and Chief Executive Officer of the Company and the Big Ticket
Leasing Division and will report directly to the Chief Executive Officer and the
Board of Directors (the "Board") of UniCapital. For purposes of this Agreement
only (and specifically not for any purpose under the Purchase Agreement,
including Section 2.5 of the Purchase Agreement), the term "Big Ticket Leasing
Division" means the subsidiaries or other business units of UniCapital that
conduct the business of leasing and financing of airplanes, boats, satellites,
railroads, and other assets that are defined from time to time by the Board as
appropriate for inclusion in its Big Ticket Leasing Division. Employee hereby
accepts this employment upon the terms and conditions herein contained and
agrees to devote all of his professional time, attention, and efforts to promote
and further the business of the Company and the Big Ticket Leasing Division,
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provided, however, that Employee shall be permitted to devote any time necessary
to the activities identified on Exhibit A hereto. The Employee shall be
permitted, to the extent that such activities do not interfere with or detract
from the Employee's performance of his duties and responsibilities hereunder, to
(i) manage the Employee's personal, financial and legal affairs, and (ii) serve
on corporate, civic or charitable boards or committees unless the Board or Chief
Executive Officer of UniCapital reasonably determines that such service in any
instance would be inimical to or otherwise not in the best interests of the
Companies. In furtherance of the performance of his duties hereunder, but not in
limitation of the Employee's reasonability to perform such duties, the Employee
shall be provided with reasonable administrative and technical support
consistent with his position and with the Companies' ordinary practices for the
assignment of personnel. Employee shall faithfully adhere to, execute, and
fulfill all policies established by the Companies.
3. COMPENSATION. For all services rendered by Employee, the Company
shall compensate Employee as follows:
(a) Base Salary. Effective on the date hereof, the base salary
payable to Employee shall be $300,000 per year, payable on a regular basis in
accordance with the Company's standard payroll procedures, but not less than
monthly. On at least an annual basis, the Board will review Employee's
performance and may make increases to such base salary if, in its sole
discretion, any such increase is warranted.
(b) Incentive Bonus. During the Term, Employee shall be
eligible to receive an incentive bonus up to the amount, based upon the
criteria, and payable at such times, as may be determined by the Board, upon the
advice and with the consent of the Board or the Compensation Committee thereof.
The amount, manner of payment, and form of consideration, if any, shall be
determined by the Board, in its sole and absolute discretion, and such
determination shall be binding and final. To the extent that such bonus is to be
determined in light of financial performance during a specified fiscal period
and this Agreement commences on a date after the start of such fiscal period,
any bonus payable in respect of such fiscal period's results may be prorated. In
addition, if the period of Employee's employment hereunder expires before the
end of a fiscal period, and if Employee is eligible to receive a bonus at such
time (such eligibility being subject to the restrictions set forth in Section 6
below), any bonus payable in respect of such fiscal period's results may be
prorated.
(c) Perquisites, Benefits, and Other Compensation. During the
Term, Employee shall be entitled to receive all perquisites and benefits as are
customarily provided by UniCapital to its employees, subject to such changes,
additions, or deletions as UniCapital may make generally from time to time, as
well as such other perquisites or benefits as may be specified from time to time
by the Board.
(d) In addition, UniCapital shall grant Employee stock options
exercisable for that number of shares of its Common Stock, par value $.001 per
share (the "Common Stock") and upon the occurrence of the events listed below:
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(i) an option exercisable for 125,000 shares of
Common Stock if the cumulative aggregate "Pre-Tax Income" of the Big Ticket
Leasing Division during the "Measurement Period" exceeds $30,000,000;
(ii) an option exercisable for 125,000 shares of
Common Stock if the cumulative aggregate Pre-Tax Income of the Big Ticket
Leasing Division during the Measurement Period exceeds $60,000,000;
(iii) an option exercisable for 125,000 shares of
Common Stock if the cumulative aggregate Pre-Tax Income of the Big Ticket
Leasing Division during the Measurement Period exceeds $90,000,000; and
(iv) an option exercisable for 125,000 shares of
Common Stock if the cumulative aggregate Pre-Tax Income of the Big Ticket
Leasing Division during the Measurement Period exceeds $120,000,000.
Each of the foregoing options shall (i) be deemed to have been granted on the
date that UniCapital files its applicable Form 10-Q (with respect to the first
three fiscal quarters subject to the measurement year) and its applicable Form
10-K (with respect to the fourth fiscal quarters subject to the measurement
year) covering the period during which the applicable Pre-Tax Income threshold
was achieved, (ii) be granted under the Company's 1997 Executive Non-Qualified
Stock Option Plan (the "Plan"), (iii) vest immediately upon the date of grant,
and (iv) shall be exercisable based on an exercise price equal to the fair
market value of a share of Common Stock on the date of each such grant.
For purposes of the foregoing,
"Pre-Tax Income" means the consolidated income before taxes of UniCapital, as
set forth in its consolidated income statements included in its Forms 10-Q and
Forms 10-K covering the periods subject to the Measurement Period.
"Measurement Period" means the period beginning on January 1, 1998 and ending on
the earlier of (i) the termination of Employee's employment with the Company for
any reason other than a termination by the Company without Cause or (ii) the
four year period ended December 31, 2001.
4. EXPENSE REIMBURSEMENT. The Company shall reimburse Employee for (or,
at the Company's option, pay) all business travel and other out-of-pocket
expenses reasonably incurred by Employee in the performance of his services
hereunder during the Term. All reimbursable expenses shall be appropriately
documented in reasonable detail by Employee upon submission of any request for
reimbursement, and in a format and manner consistent with the Company's expense
reporting policy, as well as applicable federal and state tax record keeping
requirements.
5. PLACE OF PERFORMANCE. In no event may the Company or UniCapital
require
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Employee to relocate outside of Dade County, Florida. In the event that the
Company or UniCapital wishes to relocate Employee outside of Dade County,
Florida and Employee agrees to such relocation, the Company shall reimburse
Employee for the actual costs of all reasonable moving and relocation expenses
incurred by himself and his immediate family. During the Term but prior to such
relocation, the Company will reimburse the Employee of the actual cost of
transition expenses, which shall consist of the reasonable expenses of commuting
for business purposes from the Employee's current home in Dade County, Florida
to the relocation destination.
6. TERMINATION; RIGHTS ON TERMINATION. Employee's employment may be
terminated in any one of the followings ways, prior to the expiration of the
Term:
(a) Death. The death of Employee shall immediately terminate
the Term, and no Severance Compensation (as defined below) or other compensation
shall be owed to Employee's estate, provided, however, the Employee's estate,
heirs (at law),devisees, legatees or other proper and legally entitled
descendants, or the personal representative, executor, administrator or other
proper legal representative on behalf of such descendant, shall be entitled to
receive and be paid solely the Employee's salary through the date of death and
any other compensation and benefits as may be provided in accordance with the
terms and provisions of any applicable plans or programs of the Company, and
(except as specifically set forth in this Agreement) neither UniCapital nor the
Company shall have any further liability or other obligation of any kind
whatsoever to the Employee in his capacity as such.
(b) Disability. If, as a result of incapacity due to physical
or mental illness or injury, Employee shall have been unable to perform the
essential functions of his position, with or without reasonable accommodation,
on a full-time basis for a period of 120 consecutive days, or for a total of
four months in any six-month period, then 30 days after written notice to
Employee (which notice may be given before or after the end of the
aforementioned periods, but which shall not be effective earlier than the last
day of the applicable period), the Company and UniCapital may terminate
Employee's employment hereunder if Employee is unable to resume his full-time
duties at the conclusion of such notice period. Subject to Section 6(e) below,
if Employee's employment is terminated as a result of Employee's disability, the
Company shall continue to pay Employee his base salary at the then-current rate
for the lesser of (i) three months from the effective date of termination, or
(ii) whatever time period is remaining under the then-current period of the Term
(without regard to renewals thereof). Such payments shall be made in accordance
with the Company's regular payroll cycle.
(c) Termination by the Company for "Cause." The Company and
UniCapital may terminate the Term 10 days after written notice to Employee for
"cause," which shall be: (i) Employee's material breach of this Agreement; (ii)
Employee's gross negligence in the performance of his duties hereunder,
intentional nonperformance or mis-performance of such duties, or refusal to
abide by or comply with the directives of the Board, his superior officers, or
the Company's or UniCapital's policies and procedures; (iii) Employee's willful
dishonesty, fraud, or misconduct with respect to the business or affairs of the
Company or UniCapital, and that in the judgment of the
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Company or UniCapital materially and adversely affects the operations or
reputation of the Company or UniCapital; (iv) Employee's conviction of a felony
or other crime involving moral turpitude; or (v) Employee's abuse of alcohol or
drugs (legal or illegal) that, in the Board's judgment, materially impairs
Employee's ability to perform his duties hereunder. In the case of a termination
for "cause," the notice of termination shall specify the basis for the Board's
determination of "cause"; provided, however, that in the case of conduct
described in clauses (i), (ii), (iii) and (v) above, such conduct shall not
constitute "cause" for the purposes of this paragraph (c) unless (A) the Board
shall have given the Employee notice setting forth with specificity (1) the
conduct deemed to constitute "cause," (2) reasonable action that would remedy
the objectionable conduct, and (3) a reasonable time (not less than 5 days)
within which the Employee may take such remedial action, and (B) the Employee
shall not have taken such specified remedial action within such specified
reasonable time. In the event of a termination for "cause," as enumerated above,
Employee shall have no right to any Severance Compensation or other
compensation.
(d) Without Cause. At any time after the commencement of
employment, the Company or UniCapital may, without cause, terminate the Term and
Employee's employment, effective 30 days after written notice is provided to
Employee. Should Employee be terminated by the Company or UniCapital without
cause, Employee shall receive from the Company compensation ("Severance
Compensation") equal to the base salary at the rate then in effect for the
lesser of (i) three months from the effective date of termination, or (ii)
whatever time period is remaining under the then-current period of the Term
(without regard to renewals thereof). Such payments shall be made in accordance
with the Company's regular payroll cycle. If Employee resigns or otherwise
terminates his employment for any reason or for no reason, other than for
disability or death pursuant to Sections 6(a) or (b), Employee shall receive no
Severance Compensation or other compensation.
(e) Payment Through Termination. Upon termination of
Employee's employment Employee shall be entitled to receive all compensation
earned and all benefits and reimbursements (including payments for accrued
vacation and sick leave, in each case in accordance with applicable policies of
the Company) due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above in this
Section 6. With respect to incentive bonus compensation, Employee shall be
entitled to receive any bonus declared but not paid prior to termination. In
addition, in the event of a termination by the Company or UniCapital under
Section 6(b) or 6(d), Employee shall be entitled to receive incentive bonus
compensation through the end of the Company's fiscal year in which termination
occurs, calculated as if Employee had remained employed by the Company through
the end of such fiscal year, and paid in such amounts, at such times, and in
such forms as are determined pursuant to Section 3(b) above and Exhibit A
attached hereto. Except as specified in the preceding two sentences, Employee
shall not be entitled to receive any incentive bonus compensation after the
effective date of termination of his employment. All other rights and
obligations of UniCapital, the Company, and Employee under this Agreement shall
cease as of the effective date of termination, except that Employee's
obligations under Sections 7, 8, 9 and 10 below shall survive such termination
in accordance with their terms and the Employer's obligations under Section 3(d)
shall continue in the event of a termination pursuant to Section 6(d).
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7. RESTRICTION ON COMPETITION.
(a) During the Term, and thereafter, if Employee continues to
be employed by the Company, UniCapital or any other entity owned by or
affiliated with the Company or UniCapital on an "at will" basis, for the
duration of such period, and thereafter for a period of two years, Employee
shall not, directly or indirectly, for himself or on behalf of or in conjunction
with any other person, company, partnership, corporation, business, group, or
other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder,
owner, partner, joint venturer, or in a managerial capacity, whether as an
employee, independent contractor, consultant, advisor, or sales representative,
in any business engaged in providing or servicing equipment leasing or
speciality finance products or services in direct competition with the Company
or UniCapital, or any business engaging in the consolidation of the equipment
leasing or speciality finance industry, within the United States of America (the
"Territory");
(ii) call upon any Person who is, at that time,
within the Territory, an employee of the Company or UniCapital for the purpose
or with the intent of enticing such employee away from or out of the employ of
the Company or UniCapital;
(iii) call upon any Person who or that is, at that
time, or has been, within one year prior to that time, a customer of the Company
or UniCapital within the Territory for the purpose of soliciting or selling
products or services in direct competition with the Company or UniCapital within
the Territory; or
(iv) on Employee's own behalf or on behalf of any
competitor, call upon any Person that, during Employee's employment by the
Company or UniCapital was either called upon by the Company or UniCapital as a
prospective acquisition candidate or was the subject of an acquisition analysis
conducted by the Company or UniCapital.
(b) The foregoing restrictions shall not be construed to
prohibit the ownership by the Employee as a passive investment (i) of not more
than five percent of any class of securities of any corporation which is engaged
in any of the foregoing businesses having a class of securities registered
pursuant to Section 12 of the Exchange Act, (ii) with respect to those
activities identified on Schedule A hereto, or (iii) in any business or
enterprise that is not so directly or indirectly in competition with the any
business conducted by the Company, UniCapital or any of their respective
affiliates as such businesses exist on the date hereof.
(c) It is further agreed that, in the event that Employee
shall cease to be employed by the Company or UniCapital and enters into a
business or pursues other activities that, at such time, are not in competition
with the Company or UniCapital, Employee shall not be chargeable with a
violation of this Section 7 if the Company or UniCapital subsequently enters the
same (or a similar) competitive business or activity. In addition, if Employee
has no actual knowledge that his
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actions violate the terms of this Section 7, Employee shall not be deemed to
have breached the restrictive covenants contained herein if, promptly after
being notified by the Company or UniCapital of such breach, Employee ceases the
prohibited actions.
(d) For purposes of this Section 7, references to "UniCapital"
shall mean UniCapital Corporation, together with its subsidiaries and
affiliates.
(e) The covenants in this Section 7 are severable and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 7 relating to
the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or geographic area, as applicable, that such court deems reasonable and
enforceable, said time period or geographic area shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such court deems reasonable and enforceable and this Agreement shall
automatically be considered to have been amended and revised to reflect such
determination.
(f) All of the covenants in this Section 7 shall be construed
as an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company or
UniCapital, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by UniCapital or the Company of such
covenants; provided, that upon the failure of the Company to make any payments
required under this Agreement, Employee may, upon 30 days' prior written notice
to the Company, waive his right to receive any additional compensation pursuant
to this Agreement and engage in any activity prohibited by the covenants of this
Section 7. It is specifically agreed that the period of two years stated at the
beginning of this Section 7, during which the agreements and covenants of
Employee made in this Section 7 shall be effective, shall be computed by
excluding from such computation any time during which Employee is in violation
of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be
reduced by law or court decision, then, notwithstanding the provisions of
Section 6 above, Employee shall be entitled to receive from the Company his base
salary at the rate then in effect solely for the longer of (i) the time period
during which the provisions of this Section 7 shall be enforceable under the
provisions of such applicable law, or (ii) the time period during which Employee
is not engaging in any competitive activity, but in no event longer than the
applicable period provided in Section 6 above.
(h) Employee has carefully read and considered the provisions
of this Section 7 and, having done so, agrees that the restrictive covenants in
this Section 7 impose a fair and reasonable restraint on Employee and are
reasonably required to protect the interests of the Company and UniCapital, and
their respective officers, directors, employees, and stockholders. It is further
agreed that the Company and Employee intend that such covenants be construed and
enforced in accordance with the changing activities, business, and locations of
the Company and UniCapital throughout the term of these covenants.
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(i) The covenants and agreements set forth in this Section 7
are independent of any provisions set forth in the Purchase Agreement, including
Section 14 of the Purchase Agreement.
8. CONFIDENTIAL INFORMATION. Employee hereby agrees to hold in strict
confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic, sales,
and/or other types of proprietary business information relating to the Company
or UniCapital (including all trade secrets), in whatever form, whether oral,
written, or electronic (collectively, the "Confidential Information"), to which
Employee has, or is given (or has had or been given), access as a result of his
employment by the Company. It is agreed that the Confidential Information is
confidential and proprietary to the Company or UniCapital because such
Confidential Information encompasses technical know-how, trade secrets, or
technical, financial, organizational, sales, or other valuable aspects of the
Company's and UniCapital's business and trade, including, without limitation,
technologies, products, processes, plans, clients, personnel, operations, and
business activities. This restriction shall not apply to any Confidential
Information that (a) becomes known generally to the public through no fault of
Employee; (b) is required by applicable law, legal process, or any order or
mandate of a court or other governmental authority to be disclosed; or (c) is
reasonably believed by Employee, based upon the advice of legal counsel, to be
required to be disclosed in defense of a lawsuit or other legal or
administrative action brought against Employee; provided, that in the case of
clauses (b) or (c), Employee shall give the Company reasonable advance written
notice of the Confidential Information intended to be disclosed and the reasons
and circumstances surrounding such disclosure, in order to permit the Company to
seek a protective order or other appropriate request for confidential treatment
of the applicable Confidential Information.
9. INVENTIONS. Employee shall disclose promptly to the Company and
UniCapital any and all significant conceptions and ideas for inventions,
improvements, and valuable discoveries, whether patentable or not, that are
conceived or made by Employee, solely or jointly with another, in the course of
employment hereunder, and that are directly related to the business or
activities of the Company or UniCapital and that Employee conceives as a result
of his employment by the Company or UniCapital, regardless of whether or not
such ideas, inventions, or improvements qualify as "works for hire." Employee
hereby assigns and agrees to assign all his interests therein to the Company,
UniCapital or their nominees. Whenever requested to do so by the Company or
UniCapital, Employee shall execute any and all applications, assignments, or
other instruments that the Company or UniCapital shall deem necessary to apply
for and obtain Letters Patent of the United States or any foreign country or to
otherwise protect the Company's or UniCapital's interest therein.
10. RETURN OF COMPANY PROPERTY. Promptly upon termination of Employee's
employment by the Company or UniCapital for any reason or no reason, Employee or
Employee's personal representative shall return to the Company or UniCapital (a)
all Confidential Information; (b) all other records, designs, patents, business
plans, financial statements, manuals, memoranda, lists, correspondence, reports,
records, charts, advertising materials, and other data or property
8
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delivered to or compiled by Employee by or on behalf of the Company, UniCapital
or their respective representatives, vendors, or customers that pertain to the
business of the Company or UniCapital, whether in paper, electronic, or other
form; and (c) all keys, credit cards, vehicles, and other property of the
Company or UniCapital. Employee shall not retain or cause to be retained any
copies of the foregoing. Employee hereby agrees that all of the foregoing shall
be and remain the property of the Company or UniCapital, as the case may be, and
be subject at all times to their discretion and control.
11. NO PRIOR AGREEMENTS. Employee hereby represents and warrants to the
Company and UniCapital that the execution of this Agreement by Employee, his
employment by the Company and UniCapital, and the performance of his duties
hereunder will not violate or be a breach of any agreement with a former
employer, client, or any other Person. Further, Employee agrees to indemnify and
hold harmless the Company, UniCapital and their respective officers, directors,
and representatives for any claim, including, but not limited to, reasonable
attorneys' fees and expenses of investigation, of any such third party that such
third party may now have or may hereafter come to have against the Company,
UniCapital or such other persons, based upon or arising out of any
non-competition agreement, invention, secrecy, or other agreement between
Employee and such third party that was in existence as of the date of this
Agreement. To the extent that Employee had any oral or written employment
agreement or understanding with the Company or UniCapital, this Agreement shall
automatically supersede such agreement or understanding, and upon execution of
this Agreement by the parties hereto, such prior agreement or understanding
automatically shall be deemed to have been terminated and shall be null and
void.
12. ASSIGNMENT; BINDING EFFECT. Employee understands that he has been
selected for employment by the Company and UniCapital on the basis of his
personal qualifications, experience, and skills. Employee agrees, therefore,
that he cannot assign all or any portion of his performance under this
Agreement. This Agreement may not be assigned or transferred by the Company or
UniCapital without the prior written consent of Employee. Subject to the
preceding two sentences, this Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the parties hereto and their respective heirs,
legal representatives, successors, and assigns. Notwithstanding the foregoing,
if Employee accepts employment with a subsidiary or affiliate of UniCapital
other than the Company, unless Employee and his new employer agree otherwise in
writing, this Agreement shall automatically be deemed to have been assigned to
such new employer (which shall thereafter be an additional or substitute
beneficiary of the covenants contained herein, as appropriate), with the consent
of Employee, such assignment shall be considered a condition of employment by
such new employer, and references to the "Company" in this Agreement shall be
deemed to refer to such new employer. If the Company is merged with or into
another subsidiary or affiliate of UniCapital, such action shall not be
considered to cause an assignment of this Agreement, and the surviving or
successor entity shall become the beneficiary of this Agreement and all
references to the "Company" shall be deemed to refer to such surviving or
successor entity. It is intended that UniCapital will be a third-party
beneficiary of the rights of the Company under this Agreement. No other Person
shall be a third-party beneficiary.
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<PAGE> 10
13. COMPLETE AGREEMENT; WAIVER; AMENDMENT. This Agreement is not a
promise of future employment. Employee has no oral representations,
understandings, or agreements with the Company or UniCapital or any of their
respective officers, directors, or representatives covering the same subject
matter as this Agreement. This Agreement is the final, complete, and exclusive
statement and expression of the agreement between the Company and Employee with
respect to the subject matter hereof, and cannot be varied, contradicted, or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a further
writing signed by a duly authorized officer of the Company, UniCapital and
Employee, and no term of this Agreement may be waived except by a writing signed
by the party waiving the benefit of such term.
14. NOTICE. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:
To the Company or UniCapital Corporation
UniCapital: 1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Martin Kalb, Esquire
Telefax: (305) 866-8449
with a copy to: Morgan, Lewis & Bockius LLP
One Oxford Centre, 32nd Floor
Pittsburgh, PA 15219
Attention: David A. Gerson, Esquire
Telefax: (412) 560-3399
To Employee: Stuart Cauff
Cauff, Lippman Aviation, Inc.
9420 S.W. 77th Avenue
Miami, FL 33156
Telefax: (305) 271-1339
with a copy to: Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, NY 10005
Michael W. Goroff, Esquire
Telefax: (212) 530-5219
Notice shall be deemed given and effective three days after the deposit in the
U.S. mail of a writing addressed as above and sent first class mail, certified,
return receipt requested, or, if sent by express delivery, hand delivery, or
facsimile, when actually received. Either party may change the address for
notice by notifying the other party of such change in accordance with this
Section 14.
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15. SEVERABILITY; HEADINGS. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. This
severability provision shall be in addition to, and not in place of, the
provisions of Section 7(e) above. The headings of this Agreement are inserted
for convenience only and shall not constitute a part of this Agreement or be
used to construe or interpret any provision hereof. Section, subsection,
schedule and exhibit references are to this Agreement unless otherwise
specified.
16. EQUITABLE REMEDY. Because of the difficulty of measuring economic
losses to the Company and/or UniCapital as a result of a breach of the
restrictive covenants set forth in Sections 7, 8, 9 and 10, and because of the
immediate and irreparable damage that would be caused to the Company and/or
UniCapital for which monetary damages would not be a sufficient remedy, it is
hereby agreed that in addition to all other remedies that may be available to
the Company or UniCapital at law or in equity, the Company and UniCapital shall
be entitled to specific performance and any injunctive or other equitable relief
as a remedy for any breach or threatened breach of the aforementioned
restrictive covenants.
17. ARBITRATION. Any unresolved dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
conducted in accordance with the rules of the American Arbitration Association
then in effect. The arbitrators shall not have the authority to add to, detract
from, or modify any provision hereof nor to award punitive damages to any
injured party. A decision by a majority of the arbitration panel shall be final
and binding. Judgment may be entered on the arbitrators' award in any court
having jurisdiction. The direct expense of any arbitration proceeding shall be
borne by the Company. Each party shall bear its own counsel fees. The
arbitration proceeding shall be held in the city where the principal office of
the Company is located. Notwithstanding the foregoing, the Company and/or
UniCapital shall be entitled to seek injunctive or other equitable relief, as
contemplated by Section 16 above, from any court of competent jurisdiction,
without the need to resort to arbitration.
18. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of Florida, without giving effect to any
conflicts of laws principles thereof that would compel the application of the
substantive laws of any other jurisdiction. The Company and the Employee each
hereby irrevocably submit to the jurisdiction of the state or federal courts
located in Dade County, Florida in connection with any suit, action or other
proceeding arising out of or relating to this Agreement and hereby agree not to
assert, by way of motion, as a defense, or otherwise in an such suit, action or
proceeding that the suit, action nor proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced by such courts.
19. AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Company and the Employee. No delay or failure at any time
on the part of the Company or the Employee in
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exercising any right, power or privilege under this Agreement, or in enforcing
any provision of this Agreement, shall impair any such right power or privilege,
or be constructed as a wavier of any default or as any acquiescence therein, or
shall affect the right of the Company or the Employee thereafter to enforce each
and every provision of this Agreement in accordance with its terms. The waiver
by either party hereto of a breach or violation of any term or provision of this
Agreement shall neither operate nor be construed as a waiver of any subsequent
breach or violation.
20. SURVIVAL. The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement or the Term for any
reason to the extent necessary to the intended provision of such rights and the
intended performance of such obligations.
21. GUARANTY OF PERFORMANCE. UniCapital unconditionally guarantees the
full, prompt and faithful payment of all the payments and the full, prompt and
faithful performance of all the other obligations of the Company pursuant to
this Agreement, however created, arising or evidenced, whether direct or
indirect, absolute or contingent, or now or hereafter existing, or due or to
become due, subject, in each case, to any and all defenses that the Company or
UniCapital may have to any such payment or performance hereunder.
22. INTERPRETATION. Unless the context of this Agreement clearly
requires otherwise, (a) references to the plural include the singular, the
singular the plural, and the part the whole, (b) "or" has the inclusive meaning
frequently identified with the phrase "and/or" and (c) "including" has the
inclusive meaning frequently identified with the phrase "but not limited
to."Each accounting term used herein that is not specifically defined herein
shall have the meaning given to it under U.S. generally accepted accounting
principles, consistently applied.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
duly executed as of the date first written above.
COMPANY
By: /s/ JONATHAN NEW
---------------------
Name: Jonathan New
Title: Vice President
EMPLOYEE:
/s/ STUART CAUFF
- ----------------------
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Exhibit 10.13
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of this 20th day of May, 1998, is
by and among UniCapital Corporation ("UniCapital"), a Delaware corporation,
Jacom Computer Services, Inc., a New York corporation (the "Company") and a
wholly-owned subsidiary of UniCapital and John L. Alfano ("Employee").
RECITALS
The Company desires to continue to employ Employee and to have the
benefit of his skills and services, and Employee desires to continue employment
with the Company, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein, and the performance of each, the
parties hereto, intending legally to be bound, hereby agree as follows:
AGREEMENTS
1. EMPLOYMENT; TERM. The Company hereby employs Employee to perform the
duties described herein, and Employee hereby accepts employment with the
Company, for a term beginning on the date hereof and continuing for a period of
two years (the "Term").
2. POSITION AND DUTIES. The Company hereby employs Employee as
President and UniCapital hereby names Employee National Marketing Director of
UniCapital. As such, Employee shall have responsibilities, duties and authority
reasonably accorded to and expected of the President of the Company, including,
but not limited to, day to day control of the Company and the full authority
accorded the President of the Company before it became a subsidiary of
UniCapital. Notwithstanding the foregoing, Employee will report directly to, and
will be subject to the authority of, the Board of Directors of the Company (the
"Board"). Employee hereby accepts this employment upon the terms and conditions
herein contained and agrees to devote all of his professional time, attention,
and efforts to promote and further the business of the Company and, if consented
to by the Employee, a particular business area of UniCapital. Employee shall
faithfully adhere to, execute, and fulfill all policies established by the
Company. During the Term, the Company's principal executive office shall be
located at its current location in the State of New Jersey and Employee shall
not be required to be based in any other offices without his prior consent.
3. COMPENSATION. For all services rendered by Employee, the Company
shall compensate Employee as follows:
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(a) Base Salary. Effective on the date hereof, the base salary
payable to Employee shall be $300,000 per year, payable on a regular basis in
accordance with the Company's standard payroll procedures, but not less than
monthly. On at least an annual basis, the Board will review Employee's
performance and may make increases to such base salary if, in its sole
discretion, any such increase is warranted.
(b) Incentive Bonus. During the Term, Employee shall be
eligible to receive an incentive bonus up to the amount, based upon the
criteria, and payable at such times, as may be determined by the Board, upon the
advice and with the consent of UniCapital's Board of Directors or the
Compensation Committee thereof. The amount, manner of payment, and form of
consideration, if any, shall be determined by the Board, in its sole and
absolute discretion, and such determination shall be binding and final. To the
extent that such bonus is to be determined in light of financial performance
during a specified fiscal period and this Agreement commences on a date after
the start of such fiscal period, any bonus payable in respect of such fiscal
period's results may be prorated. In addition, if the period of Employee's
employment hereunder expires before the end of a fiscal period, and if Employee
is eligible to receive a bonus at such time (such eligibility being subject to
the restrictions set forth in Section 6 below), any bonus payable in respect of
such fiscal period's results may be prorated.
(c) Perquisites, Benefits, and Other Compensation. During the
Term, Employee shall be entitled to receive all perquisites and benefits as are
customarily provided by the Company to its employees, subject to such changes,
additions, or deletions as the Company may make generally from time to time, as
well as such other perquisites or benefits as may be specified from time to time
by the Board.
4. EXPENSE REIMBURSEMENT. The Company shall reimburse Employee for (or,
at the Company's option, pay) all business travel and other out-of-pocket
expenses reasonably incurred by Employee in the performance of his services
hereunder during the Term. All reimbursable expenses shall be appropriately
documented in reasonable detail by Employee upon submission of any request for
reimbursement, and in a format and manner consistent with the Company's expense
reporting policy, as well as applicable federal and state tax record keeping
requirements.
5. [INTENTIONALLY OMITTED]
6. TERMINATION; RIGHTS ON TERMINATION. Employee's employment may be
terminated in any one of the followings ways, prior to the expiration of the
Term:
(a) Death. The death of Employee shall immediately terminate
the Term, and no Severance Compensation (as defined below) or other compensation
shall be owed to Employee's estate.
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<PAGE> 3
(b) Disability. If, as a result of incapacity due to physical
or mental illness or injury, Employee shall have been unable to perform the
essential functions of his position, with or without reasonable accommodation,
on a full-time basis for a period of four consecutive months, or for a total of
four months in any six-month period, then 30 days after written notice to
Employee (which notice may be given before or after the end of the
aforementioned periods, but which shall not be effective earlier than the last
day of the applicable period), the Company may terminate Employee's employment
hereunder if Employee is unable to resume his full-time duties at the conclusion
of such notice period. Subject to Section 6(f) below, if Employee's employment
is terminated as a result of Employee's disability, the Company shall continue
to pay Employee his base salary at the then-current rate for the lesser of (i)
three months from the effective date of termination, or (ii) whatever time
period is remaining under the then-current period of the Term (without regard to
renewals thereof). Such payments shall be made in accordance with the Company's
regular payroll cycle.
(c) Termination by the Company for "Cause." The Company may
terminate the Term 10 days after written notice to Employee for "cause," which
shall be: (i) Employee's material breach of this Agreement; (ii) Employee's
gross negligence in the performance of his duties hereunder, intentional
nonperformance or mis-performance of such duties, or refusal to abide by or
comply with the directives of the Board, his superior officers, or the Company's
policies and procedures; (iii) Employee's willful dishonesty, fraud, or
misconduct with respect to the business or affairs of the Company or UniCapital,
and that in the judgment of the Company or UniCapital materially and adversely
affects the operations or reputation of the Company or UniCapital; (iv)
Employee's conviction of a felony or other crime involving moral turpitude; or
(v) Employee's abuse of alcohol or drugs (legal or illegal) that, in the
Company's judgment, materially impairs Employee's ability to perform his duties
hereunder. In the event of a termination for "cause," as enumerated above,
Employee shall have no right to any Severance Compensation or other
compensation.
(d) Without Cause. At any time after the commencement of
employment, the Company may, without cause, terminate the Term and Employee's
employment, effective 30 days after written notice is provided to Employee.
Should Employee be terminated by the Company without cause, Employee shall
receive from the Company compensation ("Severance Compensation") equal to the
base salary at the rate then in effect for the lesser of (i) three months from
the effective date of termination, or (ii) whatever time period is remaining
under the then-current period of the Term (without regard to renewals thereof).
Such payments shall be made in accordance with the Company's regular payroll
cycle. If Employee resigns or otherwise terminates his employment for any reason
or for no reason, other than for disability pursuant to Section 6(b), Employee
shall receive no Severance Compensation or other compensation.
(e) Payment Through Termination. Upon termination of
Employee's employment Employee shall be entitled to receive all compensation
earned and all benefits and reimbursements (including payments for accrued
vacation and sick leave, in each case in accordance with applicable policies of
the Company) due through the effective date of termination. Additional
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<PAGE> 4
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above in this
Section 6. With respect to incentive bonus compensation, Employee shall be
entitled to receive any bonus declared but not paid prior to termination. In
addition, in the event of a termination by the Company under Section 6(b) or
6(d), Employee shall be entitled to receive incentive bonus compensation through
the end of the Company's fiscal year in which termination occurs, calculated as
if Employee had remained employed by the Company through the end of such fiscal
year, and paid in such amounts, at such times, and in such forms as are
determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except
as specified in the preceding two sentences, Employee shall not be entitled to
receive any incentive bonus compensation after the effective date of termination
of his employment. All other rights and obligations of UniCapital, the Company,
and Employee under this Agreement shall cease as of the effective date of
termination, except that Employee's obligations under Sections 7, 8, 9 and 10
below shall survive such termination in accordance with their terms.
7. RESTRICTION ON COMPETITION.
(a) During the Term, and thereafter, if Employee continues to
be employed by the Company and/or any other entity owned by or affiliated with
the Company or UniCapital on an "at will" basis, for the duration of such
period, and thereafter for a period of two years, Employee shall not, directly
or indirectly, for himself or on behalf of or in conjunction with any other
person, company, partnership, corporation, business, group, or other entity
(each, a "Person"):
(i) engage, as an officer, director, shareholder,
owner, partner, joint venturer, or in a managerial capacity, whether as an
employee, independent contractor, consultant, advisor, or sales representative,
in any business engaged in providing or servicing equipment leasing or
speciality finance products or services in direct competition with the Company
or UniCapital, or any business engaging in the consolidation of the equipment
leasing or speciality finance industry, within the United States of America (the
"Territory");
(ii) call upon any Person who is, at that time,
within the Territory, an employee of the Company or UniCapital for the purpose
or with the intent of enticing such employee away from or out of the employ of
the Company or UniCapital;
(iii) call upon any Person who or that is, at that
time, or has been, within one year prior to that time, a customer of the Company
or UniCapital within the Territory for the purpose of soliciting or selling
products or services in direct competition with the Company or UniCapital within
the Territory; or
(iv) on Employee's own behalf or on behalf of any
competitor, call upon any Person that, during Employee's employment by the
Company or UniCapital was either called upon by the Company or UniCapital as a
prospective acquisition candidate or was the subject of an acquisition analysis
conducted by the Company or UniCapital.
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(b) The foregoing covenants shall not be deemed to prohibit
Employee from acquiring as an investment not more than five percent of the
capital stock of a competing business, whose stock is traded on a national
securities exchange or through the automated quotation system of a registered
securities association.
(c) It is further agreed that, in the event that Employee
shall cease to be employed by the Company or UniCapital and enters into a
business or pursues other activities that, at such time, are not in competition
with the Company or UniCapital, Employee shall not be chargeable with a
violation of this Section 7 if the Company or UniCapital subsequently enters the
same (or a similar) competitive business or activity. In addition, if Employee
has no actual knowledge that his actions violate the terms of this Section 7,
Employee shall not be deemed to have breached the restrictive covenants
contained herein if, promptly after being notified by the Company or UniCapital
of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "UniCapital"
shall mean UniCapital Corporation, together with its subsidiaries and
affiliates.
(e) The covenants in this Section 7 are severable and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 7 relating to
the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or geographic area, as applicable, that such court deems reasonable and
enforceable, said time period or geographic area shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such court deems reasonable and enforceable and this Agreement shall
automatically be considered to have been amended and revised to reflect such
determination.
(f) All of the covenants in this Section 7 shall be construed
as an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company or
UniCapital, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by UniCapital or the Company of such
covenants; provided, that upon the failure of the Company to make any payments
required under this Agreement, Employee may, upon 30 days' prior written notice
to the Company, waive his right to receive any additional compensation pursuant
to this Agreement and engage in any activity prohibited by the covenants of this
Section 7. It is specifically agreed that the period of two years stated at the
beginning of this Section 7, during which the agreements and covenants of
Employee made in this Section 7 shall be effective, shall be computed by
excluding from such computation any time during which Employee is in violation
of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be
reduced by law or court decision, then, notwithstanding the provisions of
Section 6 above, Employee shall be entitled to receive from the Company his base
salary at the rate then in effect solely for the longer of (i) the time period
during which the provisions of this Section 7 shall be enforceable under the
provisions of such
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applicable law, or (ii) the time period during which Employee is not engaging in
any competitive activity, but in no event longer than the applicable period
provided in Section 6 above.
(h) Employee has carefully read and considered the provisions
of this Section 7 and, having done so, agrees that the restrictive covenants in
this Section 7 impose a fair and reasonable restraint on Employee and are
reasonably required to protect the interests of the Company and UniCapital, and
their respective officers, directors, employees, and stockholders. It is further
agreed that the Company and Employee intend that such covenants be construed and
enforced in accordance with the changing activities, business, and locations of
the Company and UniCapital throughout the term of these covenants.
8. CONFIDENTIAL INFORMATION. Employee hereby agrees to hold in strict
confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic, sales,
and/or other types of proprietary business information relating to the Company
and/or UniCapital (including all trade secrets), in whatever form, whether oral,
written, or electronic (collectively, the "Confidential Information"), to which
Employee has, or is given (or has had or been given), access as a result of his
employment by the Company. It is agreed that the Confidential Information is
confidential and proprietary to the Company and/or UniCapital because such
Confidential Information encompasses technical know-how, trade secrets, or
technical, financial, organizational, sales, or other valuable aspects of the
Company's and UniCapital's business and trade, including, without limitation,
technologies, products, processes, plans, clients, personnel, operations, and
business activities. This restriction shall not apply to any Confidential
Information that (a) becomes known generally to the public through no fault of
Employee; (b) is required by applicable law, legal process, or any order or
mandate of a court or other governmental authority to be disclosed; or (c) is
reasonably believed by Employee, based upon the advice of legal counsel, to be
required to be disclosed in defense of a lawsuit or other legal or
administrative action brought against Employee; provided, that in the case of
clauses (b) or (c), Employee shall give the Company reasonable advance written
notice of the Confidential Information intended to be disclosed and the reasons
and circumstances surrounding such disclosure, in order to permit the Company to
seek a protective order or other appropriate request for confidential treatment
of the applicable Confidential Information.
9. INVENTIONS. Employee shall disclose promptly to the Company and
UniCapital any and all significant conceptions and ideas for inventions,
improvements, and valuable discoveries, whether patentable or not, that are
conceived or made by Employee, solely or jointly with another, during the period
of employment or within one year thereafter, and that are directly related to
the business or activities of the Company or UniCapital and that Employee
conceives as a result of his employment by the Company, regardless of whether or
not such ideas, inventions, or improvements qualify as "works for hire."
Employee hereby assigns and agrees to assign all his interests therein to the
Company or its nominee. Whenever requested to do so by the Company, Employee
shall execute any and all applications, assignments, or other instruments that
the Company shall deem necessary to apply for and obtain Letters Patent of the
United States or any foreign country or to otherwise protect the Company's
interest therein.
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10. RETURN OF COMPANY PROPERTY. Promptly upon termination of Employee's
employment by the Company for any reason or no reason, Employee or Employee's
personal representative shall return to the Company (a) all Confidential
Information; (b) all other records, designs, patents, business plans, financial
statements, manuals, memoranda, lists, correspondence, reports, records, charts,
advertising materials, and other data or property delivered to or compiled by
Employee by or on behalf of the Company, UniCapital or their respective
representatives, vendors, or customers that pertain to the business of the
Company or UniCapital, whether in paper, electronic, or other form; and (c) all
keys, credit cards, vehicles, and other property of the Company or UniCapital.
Employee shall not retain or cause to be retained any copies of the foregoing.
Employee hereby agrees that all of the foregoing shall be and remain the
property of the Company or UniCapital, as the case may be, and be subject at all
times to their discretion and control.
11. NO PRIOR AGREEMENTS. Employee hereby represents and warrants to the
Company that the execution of this Agreement by Employee, his employment by the
Company, and the performance of his duties hereunder will not violate or be a
breach of any agreement with a former employer, client, or any other Person.
Further, Employee agrees to indemnify and hold harmless the Company and its
officers, directors, and representatives for any claim, including, but not
limited to, reasonable attorneys' fees and expenses of investigation, of any
such third party that such third party may now have or may hereafter come to
have against the Company or such other persons, based upon or arising out of any
non-competition agreement, invention, secrecy, or other agreement between
Employee and such third party that was in existence as of the date of this
Agreement. To the extent that Employee had any oral or written employment
agreement or understanding with the Company, this Agreement shall automatically
supersede such agreement or understanding, and upon execution of this Agreement
by Employee and the Company, such prior agreement or understanding automatically
shall be deemed to have been terminated and shall be null and void.
12. ASSIGNMENT; BINDING EFFECT. Employee understands that he has been
selected for employment by the Company on the basis of his personal
qualifications, experience, and skills. Employee agrees, therefore, that he
cannot assign all or any portion of his performance under this Agreement. This
Agreement may not be assigned or transferred by the Company without the prior
written consent of Employee. Subject to the preceding two sentences, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective heirs, legal representatives,
successors, and assigns. Notwithstanding the foregoing, if Employee accepts
employment with a subsidiary or affiliate of UniCapital other than the Company,
unless Employee and his new employer agree otherwise in writing, this Agreement
shall automatically be deemed to have been assigned to such new employer (which
shall thereafter be an additional or substitute beneficiary of the covenants
contained herein, as appropriate), with the consent of Employee, such assignment
shall be considered a condition of employment by such new employer, and
references to the "Company" in this Agreement shall be deemed to refer to such
new employer. If the Company is merged with or into another subsidiary or
affiliate of UniCapital, such action shall not be considered to cause an
assignment of this Agreement, and the surviving or successor entity shall become
the beneficiary of this Agreement and all references to the "Company" shall be
deemed to refer to such surviving or successor entity. It is intended that
UniCapital will be a third-party
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beneficiary of the rights of the Company under this Agreement. No other Person
shall be a third-party beneficiary.
13. COMPLETE AGREEMENT; WAIVER; AMENDMENT. This Agreement is not a
promise of future employment. Employee has no oral representations,
understandings, or agreements with the Company or any of its officers,
directors, or representatives covering the same subject matter as this
Agreement. This Agreement is the final, complete, and exclusive statement and
expression of the agreement between the Company and Employee with respect to the
subject matter hereof, and cannot be varied, contradicted, or supplemented by
evidence of any prior or contemporaneous oral or written agreements. This
written Agreement may not be later modified except by a further writing signed
by a duly authorized officer of the Company and Employee, and no term of this
Agreement may be waived except by a writing signed by the party waiving the
benefit of such term.
14. NOTICE. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:
To the Company: UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Martin Kalb, Esquire
Telefax: (305) 866-8449
with a copy to: Morgan, Lewis & Bockius, LLP
One Oxford Centre, 32nd Floor
Pittsburgh, PA 15219
Attention: David A. Gerson, Esquire
Telefax: (412) 560-3399
To Employee: John L. Alfano
207 Washington
Northvale, New Jersey 07647
Notice shall be deemed given and effective three days after the deposit in the
U.S. mail of a writing addressed as above and sent first class mail, certified,
return receipt requested, or, if sent by express delivery, hand delivery, or
facsimile, when actually received. Either party may change the address for
notice by notifying the other party of such change in accordance with this
Section 14.
15. SEVERABILITY; HEADINGS. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. This
severability provision shall be in addition to, and not in place of, the
provisions of Section 7(e) above. The paragraph headings herein are for
reference purposes only and are not
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intended in any way to describe, interpret, define or limit the extent or intent
of the Agreement or of any part hereof.
16. EQUITABLE REMEDY. Because of the difficulty of measuring economic
losses to the Company and/or UniCapital as a result of a breach of the
restrictive covenants set forth in Sections 7, 8, 9 and 10, and because of the
immediate and irreparable damage that would be caused to the Company and/or
UniCapital for which monetary damages would not be a sufficient remedy, it is
hereby agreed that in addition to all other remedies that may be available to
the Company or UniCapital at law or in equity, the Company and UniCapital shall
be entitled to specific performance and any injunctive or other equitable relief
as a remedy for any breach or threatened breach of the aforementioned
restrictive covenants.
17. ARBITRATION. Any unresolved dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
conducted in accordance with the rules of the American Arbitration Association
then in effect. The arbitrators shall not have the authority to add to, detract
from, or modify any provision hereof nor to award punitive damages to any
injured party. A decision by a majority of the arbitration panel shall be final
and binding. Judgment may be entered on the arbitrators' award in any court
having jurisdiction. The direct expense of any arbitration proceeding shall be
borne by the Company. Each party shall bear its own counsel fees. The
arbitration proceeding shall be held in the city where the principal office of
the Company is located. Notwithstanding the foregoing, the Company and/or
UniCapital shall be entitled to seek injunctive or other equitable relief, as
contemplated by Section 16 above, from any court of competent jurisdiction,
without the need to resort to arbitration.
18. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of New York, without giving effect to any
conflicts of laws principles thereof that would compel the application of the
substantive laws of any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
JACOM COMPUTER SERVICES, INC.
By: /s/ JOHN L. ALFANO
------------------
Name: John L. Alfano
Title: President
EMPLOYEE:
/s/ JOHN L. ALFANO
------------------
John L. Alfano
UNICAPITAL CORPORATION
By: /s/ ROBERT J. NEW
-----------------
Name: Robert J. New
Title: Chairman and Chief Executive Officer
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Exhibit 24.1
KNOW ALL MEN BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Robert J. New his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his person's name, place and stead, in any and all capacities to
sign any and all amendments (including post-effective amendments) to this
registration statement and to file the same, with all exhibits thereto, and all
such other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.
Date: June 9, 1998 /s/ VINCENT W. EADES
-----------------------------
Vincent W. Eades
