VISUAL BIBLE INTERNATIONAL, INC.
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The following unaudited pro forma consolidated financial data for Visual
Bible International, Inc. is based on the historical financial statements of
American Uranium, Inc. and Visual Bible, Inc. which includes its
consolidated subsidiary, Visual Entertainment, Inc., which was merged into
Visual Bible, Inc. on June 20, 2000, and also gives effect to the merger of
Guardian Productions, LLC into Visual Bible, Inc. which occurred on July 14,
2000, (collectively referred to herein as Visual Bible, Inc.). The pro
forma financial statements were prepared for each operating period presented
to give effect to the business combination transaction utilizing the purchase
method of accounting as if the transactions had occurred at January 1, 1999.
The pro forma information was prepared based upon certain assumptions
described below and may not be indicative of results which may occur
in the future. The unaudited pro forma consolidated financial data
and accompanying notes should be read in conjunction with the annual and
interim financial statements and notes thereto of American Uranium, Inc.
and Visual Bible, Inc. which appear elsewhere herein and or are incorporated
by reference into this 8-KA filing.
The unaudited pro forma consolidated balance sheet at June 30, 2000,
represents the financial position of Visual Bible International, Inc. as if
the business combination transactions occurred on that date and was prepared
utilizing the American Uranium, Inc., Visual Bible, Inc., and Guardian
Productions, LLC balance sheets as of June 30, 2000. The pro forma
consolidated statements of operations data presented assumes the business
combination transactions occurred at the beginning of the periods presented.
It should not be assumed that Visual Bible International, Inc. would have
achieved the unaudited pro forma consolidated results if the companies had
actually been combined during the periods shown.
The business combination transactions involving American Uranium, Inc.
and Visual Bible, Inc. are expected to be accounted for as a purchase.
The stockholders of Visual Bible, Inc. have received one share of common
stock of American Uranium, Inc. for each outstanding share of common stock
of Visual Bible, Inc. resulting in the then stockholders of Visual Bible,
Inc. owning approximately 58% of American Uranium, Inc. common stock. The
share exchange was completed on August 7, 2000, after which time
American Uranium, Inc. changed its name to Visual Bible International, Inc..
The unaudited pro forma consolidated results are based on estimates and
assumptions which are preliminary and have been made solely for the purposes
of developing such pro forma information. The unaudited pro forma
consolidated results are not necessarily an indication of the results that
would have been achieved had such transactions been consummated as of the
dates indicated that may be achieved in the future.
The unaudited pro forma combined results should be read in conjunction with
the historical consolidated financial statements and notes thereto set forth
herein for Visual Bible, Inc. and for American Uranium, Inc. on Form 10-KSB
for December 31, 1999, and Form 10-QSB for the three and six months ended
June 30, 2000.
<PAGE>
Visual Bible International, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
June 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
American Guardian
Uranium, Inc. Productions, Visual Visual Bible
6/30/00 LLC Bible, Inc. Pro Forma Int'l, Inc.
(Unaudited) 6/30/00 6/30/00 Adjustments Pro Forma
------------ (Unaudited) (Unaudited) ------------ Results
------------ ------------ ------------
ASSETS:
Current Assets:
Cash and cash equivalents $0 $22,734 $34,256 $3,000,000 (E) $3,056,990
Accounts receivable $0 $0 $376,164 ($202,303) (B) $173,861
Prepaid expenses and $0 $0 $1,413,522 $0 $1,413,522
other current assets ------------ ------------ ------------ ------------ ------------
Total current assets $0 $22,734 $1,823,942 $2,797,697 $4,644,372
Production in progress $0 $60,708 $0 $0 $60,708
Mineral Resource Assets $64,393 $0 $0 ($64,393) (H) $0
Property, plant and $474 $136,676 $113,425 ($474) (H) $250,100
equipment, net
Other assets $0 $1,526,905 $2,829 $0 $1,529,734
------------ ------------ ------------ ----------- ------------
LIABILITIES AND
STOCKHOLDER'S EQUITY
Current Liabilities:
Notes payable $0 $1,622,262 $459,995 $0 $2,082,257
Accounts payable and $14,025 $10,584 $1,569,186 $0 $1,593,795
accrued expenses
Due to stockholders $13,578 $1,983,529 $0 $0 $1,997,107
Due to affiliates $0 $388,363 $98,011 ($202,303) (B) $284,071
------------ ------------ ------------ ------------ ------------
Total Current $37,603 $4,004,738 $2,127,192 ($202,303) $5,957,230
Liabilities ============ ============ ============ ============ ============
Long Term Debt:
Notes payable $0 $75,000 $0 $75,000
Deferred Income Taxes $0 $0 $87,529 ($87,529) (C) $0
------------ ------------ ------------ ------------ ------------
Total Liabilities $27,603 $2,289,721 ($289,832) $6,032,230
----------- ------------ ------------ ------------
Stockholder's Equity:
Common Stock $9,058 $0 $0 $600 (E) $22,408
$12,750 (D)
$611 ($611) (D)
Additional paid-in capital $188,942 $0 $1,000 $2,999,400 (E) $3,018,967
($12,750) (D)
$611 (D)
($160,736) (G)
Member's Capital $0 $2,500 $0 ($2,500) (F) $0
($64,867) (H)
$160,736 (G)
Retained earnings ($160,736) ($2,260,215) ($351,137) $87,529 (C) ($2,588,690)
(deficit) ------------ ------------ ------------ ------------ ------------
Total Stockholder's Equity $37,264 ($2,257,715) ($349,526) $3,022,662 $452,685
------------ ------------ ------------ ------------ ------------
Total Liabilities and $64,867 $1,747,023 $1,940,195 $2,732,830 $6,484,915
Stockholder's Equity ============ ============ ============ ============ ============
</TABLE>
*The accompanying notes are an integral part of the unaudited pro
forma consolidated statement of operations.
<PAGE>
Visual Bible International, Inc.
Pro Forma Consolidated Statement of Operations
for the Year Ended December 31, 1999
<TABLE>
<S> <C> <C> <C> <C> <C>
American Uranium, Guardian
Inc. Productions, LLC Visual Bible, Inc. Visual Bible
12/31/99 12/31/00 12/31/99 Int'l, Inc. Pro
(Unaudited) (Unaudited) (Unaudited) Pro Forma Forma Results
------------ ------------ ------------ Adjustments ------------
------------
Sales:
Product Sales $0 $4,179,148 $0 $0 $4,179,148
Royalty Income $0 $0 $0 $0 $0
Cost of Goods Sold $1,665,082 $0 $1,665,082
------------ ------------ ------------ ------------ ------------
Gross Profit $0 $2,514,066 $0 $0 $2,514,066
(Loss) ------------ ------------ ------------ ------------ ------------
Costs and Expenses
Selling, $40,774 $1,426,413 $0 $1,467,187
general, and
administrative
Salaries and
benefits $0 $413,595 $0 $413,595
Royalty Expense $0 $504,086 $0 $504,086
------------ ------------ ------------ ------------ ------------
Total costs
and Expenses $40,774 $2,344,094 $0 $0 $2,384,868
------------ ------------ ------------ ------------ ------------
Income from
Operations ($40,774) $169,972 $0 $0 $129,198
Other Income (Expense)
$0 $6,147 $0 $0 $6,147
------------ ------------ ------------ ------------ ------------
Net Income Before Income
Taxes ($40,774) $176,119 $0 $0 $135,345
Provision (Credit) for
Income Taxes $0 $47,648 $0 $0 $47,648
------------ ------------ ------------ ------------ ------------
Net Income $40,774 $128,471 $0 $0 $87,697
============ ============ ============ ============ ============
Loss Per Share:
Basic and ($0.00) $0.00
diluted loss ============ ============
per share
Basic and diluted
common shares outstanding 9,058,261 22,408,252
============ ============
</TABLE>
The accompanying notes are an integral part of the unaudited pro
forma consolidated statement of operations.
<PAGE>
Visual Bible International, Inc.
Unaudied Pro Forma Consolidated Statement of Operations
for the Six Months Ended June 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C>
American Guardian
Uranium, Inc. Productions, Visual Visual Bible
6/30/00 LLC Bible, Inc. Int'l, Inc.
(Unaudited) 6/30/00 6/30/00 Pro Forma Pro Forma
------------ (Unaudited) (Unaudited) Adjustments Results
------------ ------------ ------------ ------------
Sales:
Product Sales $0 $29,742 $1,451,250 $0 $1,480,991
Royalty Income $0 $240,679 $0 ($240,000) (A) $679
Cost of Goods Sold $0 $0 $595,915 $0 $595,915
Costs and Expenses
Selling, general $18,526 $2,314,410 $602,220 $0 $2,935,155
and
administrative
Salaries and $0 $174,400 $130,926 $0 $305,326
benefits
Royalty Expense $0 $13,521 $246,401 ($240,000) (A) $19,922
------------ ------------ ------------ ------------ ------------
Total costs $18,526 $2,502,331 $979,546 ($240,000) $3,260,403
and Expenses ============ ============ ============ ============ ============
Loss from ($18,526) ($2,231,911) ($124,211) $0 ($2,374,648)
Operations
Other Income ($115) ($28,304) ($7,012) $0 ($35,431)
(Expense)
Loss from
discontinued $0 $0 $0 ($64,867) ($64,867)
operations ------------ ------------ ------------ ------------ ------------
Net Loss Before ($18,641) ($2,260,215) ($131,223) ($64,867) ($2,474,946)
Income Taxes ============ ============ ============ ============ ============
Provision (Credit) $0 $0 $16,802 ($16,802) $0
for Income Taxes ------------ ------------ ------------ ------------ ------------
Net Loss ($18,641) ($2,260,215) ($148,025) ($48,065) ($2,474,946)
============ ============ ============ ============ ============
Loss Per Share:
Basic and $0.00 ($0.11)
diluted loss ============ ============
per share
Basic and diluted $9,058,261 $22,408,252
common shares ============ ============
outstanding
</TABLE>
*The accompanying notes are an integral part of the unaudited pro
forma consolidated statement of operations.
<PAGE>
VISUAL BIBLE INTERNATIONAL, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
JUNE 30, 2000
The Company
On August 7, 2000 American Uranium, Inc. and Visual Bible, Inc. (collectively
with its subsidiaries herein referred to as Visual Bible) completed a planned
Stock Exchange Transaction. Under the terms of the Stock Exchange Agreement,
1 share of American Uranium, Inc. common stock was issued and exchanged for
1 common stock share of Visual Bible, giving the stockholders of Visual Bible,
Inc. controlling interest in American Uranium. Shortly thereafter, American
Uranium, Inc. changed its name to Visual Bible International, Inc.
The business combination transaction was accounted for as a purchase. However,
since the stockholders of Visual Bible will own approximately 58% of the
outstanding shares, and therefore have control, they will be deemed to be
the acquirer and no step up basis will be reflected and no goodwill will be
recorded by Visual Bible. This accounting treatment is in accordance with
the Securities and Exchange Commission staffs' view that the acquisition by
a public shell of assets of a business from a private company for a significant
number of shares should be accounted for at historical costs and accounted for
as a reverse merger.
Interim Presentation
The interim financial statements include the accounts of Visual Bible
International, Inc. and all of its wholly owned and majority owned
subsidiaries. The June 30, 2000, balance sheet was derived from unaudited
financial statements and does not include all disclosures required by
generally accepted accounting principles. The interim financial statements
and notes thereto should be read in conjunction with the annual financial
statements for the year ended December 31, 1999, and notes herein or
incorporated by reference with regard to American Uranium, Inc. In the
opinion of management, the interim financial statements reflect all
adjustments of a normal recurring nature necessary for a fair statement of
the results for the interim periods presented. The current period results
of operations are not necessarily indicative of results which will
ultimately be reported for the full year ended December 31, 2000.
New Accounting Pronouncements
FASB 139:
The Financial Accounting Standards Board recently issued FASB 139 which
requires that all producers or distributors that own or hold rights to
distribute or exploit films follow the guidance in AICPA Statement of
Position 00-2 "Accounting by Producers or Distributors of Films." FASB 139
shall be effective for financial statements for fiscal years beginning after
December 15, 2000.
FASB 121:
Financial Accounting Standards Board issued FASB 121 "Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of." FASB 121 will require that the company review long-lived assets to be
held and used in operations when events and changes in circumstances
indicate that the assets might be impaired. The carrying value of
long-lived assets will be considered impaired when the identifiable
undiscounted cash flows estimated to be generated by those assets are less
than the carrying amounts of those assets. In that event, a loss will be
recognized based on the amount by which the carrying value exceeds the fair
value of the long-lived asset.
Advertising Costs:
FASB 139 and SOP 00-2 now require that entities involved in the film
industry which were originally excluded from the scope of SOP 93-7
"Reporting on Advertising Costs" should now account for advertising costs in
accordance with the provision of SOP 93-7.
Acquisition of Visual Entertainment, Inc.
On June 20, 2000, Visual Bible, Inc. acquired in a stock exchange transaction,
all of the outstanding capital stock of Visual Entertainment, Inc. ("VE").
In connection with this transaction, in May 2000, VE entered into redemption
agreements with all of its shareholders, but one, and repurchased their
shares through the issuance of notes payable totaling $549,995.
Merger Agreement With Guardian Productions, LLC
On July 14, 2000, Visual Bible, Inc. completed a transaction in which
Guardian Productions, LLC and was merged with and into Visual Bible, Inc.
Notes Payable
The notes payable are comprised as follows:
Installment notes payable with former VE
shareholders and CEO requiring 24 monthly
payments of $7500 through May 2002. $ 180,000
Convertible notes payable to the former VE
shareholders due September 1, 2000.
Convertible upon non-payment on the
due date. The Company is currently
negotiating new repayment terms with the
note holders 369,995
Convertible note payable issued in connection
with the December 16, 1999, asset purchase by
Guardian Productions, LLC due
September 1, 2000, convertible upon non-payment
on the due date. The Company is currently
negotiating new repayment terms with this note holder. 1,622,262
---------
$2,172,257
=========
Commitments and Contingencies
During August 2000, the Company sold 600,000 shares of common stock to a
limited number of investors in a Regulation S offering and received proceeds
of $3,000,000.
During September 2000, the Company commenced two offerings of their
securities to sell up to 1,500,000 shares and 3,000,000 shares, respectively,
of their common stock for a total offering of up to $10,500,000 under
Regulation S and of up to $30,000,000 under Rule 506 under Regulation D.
<PAGE>
VISUAL BIBLE INTERNATIONAL, INC.
ADJUSTMENTS TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
JUNE 30, 2000
A. To eliminate intercompany royalty income and expense in the
amount of $240,000.
B. To eliminate intercompany receivable/payable in the amount
of $202,303.
C. To eliminate (net) Provision for Income Taxes in the amount
of $87,529 and a deferred tax expense of $16,802 as of June 30, 2000, and to
eliminate the effect of retained earnings of $87,529.
D. To record the issuance of 12,750,001 shares of the company's
common stock to the stockholders of Visual Bible, Inc. pursuant to the Stock
Exchange Agreement and Plan of Merger referenced above which resulted in a
total of 21,808,262 shares outstanding after the completion of the business
combination transactions.
E. To record the issuance of 600,000 shares of common stock par
value of $.001 and the receipt of the proceeds of $3,000,000 during the
month of August 2000 resulting in pro forma total of 22,408,262 common
shares outstanding.
F. To account for the acquisition of Guardian Productions, LLC
by Visual Bible, Inc., which occurred on July 14, 2000, and eliminate
member's capital.
G. To eliminate the retained earnings of American Uranium, Inc.
at the merger date.
H. To record the loss from discontinued operations due to
abandonment of the mineral resources and fixed assets of American Uranium,
Inc. at the merger-date.
