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<PAGE>
FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO REPORT
Filed pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
The Todd-AO Corporation
(Exact name of registrant as specified in its charter)
File No. 0-1461
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items of its Form
8-K, dated March 31, 1995 as set forth in the pages attached hereto.
7(a). Financial statements of Chrysalis Television Facilities Limited.
7(b). Pro Forma financial information combining The Todd-AO Corporation and
Chrysalis Television Facilities Limited.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 29, 1995
THE TODD-AO CORPORATION
------------------------------
/s/ Silas R. Cross
------------------------------
Silas R. Cross
Principal Accounting Officer
<PAGE>
THE TODD-AO CORPORATION
Item 7(a)
Financial Statements of Chrysalis Television Facilities Limited
I. For the years ended August 31, 1994, 1993, and 1992 (Audited)
(a) Directors' Report.
(b) Statement of directors' responsibilities.
(c) Auditors' Report.
(d) Profit and loss accounts for the years ended August 31, 1994, 1993 and
1992.
(e) Balance sheet as at August 31, 1994, 1993 and 1992.
(f) Notes to Financial Statements.
II. For the six months ended February 28, 1995 and 1994 (Unaudited)
(a) Balance Sheet as of February 28, 1995.
(b) Profit and loss accounts for the six months ended February 28, 1995
and 1994.
<PAGE>
CHRYSALIS TELEVISION FACILITIES
LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
31 AUGUST 1994
Registered Number 981201
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Directors' report and financial statements
CONTENTS PAGE
Directors' report 1
Statement of directors' responsibilities 3
Auditors' report 4
Profit and loss account 5
Balance sheet 6
Notes 8
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Directors' report
The directors present their annual report and the audited financial statements
for the year ended 31 August 1994.
PRINCIPAL ACTIVITY, TRADING REVIEW AND FUTURE DEVELOPMENTS
The principal activity of the company is the provision of television facility
and transmission services.
The profit and loss account is set out on page 5 and shows the profit for the
year after taxation together with the accumulated losses carried forward.
The directors do not recommend the payment of a dividend for the year under
review.
SIGNIFICANT CHANGES IN FIXED ASSETS
The principal changes in the company's fixed assets are stated in notes 7 and 8
to the financial statements.
DIRECTORS
The directors who held office during the year were as follows:
CN Wright
CN Spurgeon
GJ Hall
NR Watkins (resigned 28 September 1993)
SR Stephens (resigned 18 March 1994)
MJ Pilsworth (appointed 28 September 1993)
At 31 August 1994 CN Wright and M Pilsworth were also directors of the ultimate
parent company Chrysalis Group PLC and their share interest are stated in the
directors' report of that company.
No other directors had any interest in any group undertaking execept CN
Spurgeon, S Stephen and GJ Hall who each had options to acquire 5,000 (1993:
10,000), 10,000 (1993: 10,000) and 40,000 (1993: 25,000) ordinary 10p shares
respectively in Chrysalis Group PLC at 31 August 1994.
1
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Directors' report
AUDITORS
Our auditors KPMG have informed us that they will practice under the name of
KPMG with effect from 6 February 1995.
By order of the board
/s/ CR Potterell
CR POTTERELL
SECRETARY London House
53/54 Haymarket
London
SW1Y 4RP
28th February 1995
2
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Statement of directors' responsibilities
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that year. In preparing
those financial statements, the directors are required to:
- - select suitable accounting policies and then apply them consistently;
- - make judgements and estimates that are reasonable and prudent;
- - state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
- - prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They have a general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the company and
to prevent and detect fraud and other irregularities
3
<PAGE>
[LOGO]
PO Box 695
8 Salisbury Square
London
London EC4Y 8BB
Auditors' report to the members of Chrysalis Television Facilities Limited
We have audited the financial statements on pages 5 to 14.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As described on page 3 the company's directors are responsible for the
preparation of financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report our
opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements.
It also includes an assessment of the significant estimates and judgements made
by the directors in the preparation of the financial statements, and of whether
the accounting policies are appropriate to the company's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
OPINION
In our opinion the financial statements give a true and fair view of the state
of the company's affairs as at 31 August 1994 and of its profit for the year
then ended and have been properly prepared in accordance with the Companies Act
1985.
/s/ KPMG
KPMG 28 February 1995
CHARTERED ACCOUNTANTS
REGISTERED AUDITORS
4
<PAGE>
Chrysalis Television Facilities Limited
Profit and loss account
FOR THE YEAR ENDED 31 AUGUST 1994
<TABLE>
<CAPTION>
NOTE 1994 1993
L L
<S> <C> <C> <C>
TURNOVER 2 5,996,693 4,911,959
Cost of sales (3,695,010) (3,038,710)
---------- ----------
GROSS LOSS 2,301,683 1,873,249
Distribution costs (533,302) (473,155)
Administrative expenses (1,164,928) (1,004,901)
---------- ----------
TRADING PROFIT 603,453 395,193
Rent receivable 51,686 35,615
Interest payable 3 (334,826) (319,029)
---------- ----------
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 4 320,313 111,779
Taxation 6 - -
---------- ----------
PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION 320,313 111,779
Accumulated losses brought forward (1,586,896) (1,698,675)
---------- ----------
ACCUMULATED LOSSES CARRIED FORWARD (1,266,583) (1,586,896)
---------- ----------
---------- ----------
</TABLE>
The notes on pages 8 to 15 form part of these financial statements.
5
<PAGE>
Chrysalis Television Facilities Limited
Balance sheet
AT 31 AUGUST 1994
<TABLE>
<CAPTION>
NOTE 1994 1993
L L L L
<S> <C> <C> <C> <C> <C>
FIXED ASSETS
Tangible fixed assets 7 5,365,561 4,834,012
Investments 8 41,562 38,876
---------- ----------
5,407,123 4,872,888
CURRENT ASSETS
Stock 9 60,095 79,477
Debtors 10 1,520,086 1,225,555
Cash at bank and in hand 75,686 63,961
----------- -----------
1,655,867 1,368,993
CREDITORS: amounts falling due within one year 11 (5,277,205) (5,122,004)
----------- -----------
NET CURRENT LIABILITIES (3,621,338) (3,753,011)
----------- -----------
TOTAL ASSETS LESS CURRENT LIABILITIES 1,785,785 1,119,877
CREDITORS: amounts falling due after more than one year 12 (978,637) (633,042)
----------- -----------
807,148 486,835
----------- -----------
----------- -----------
CAPITAL AND RESERVES
Called up share capital 14 1,600,000 1,600,000
Share premium account 473,731 473,731
Profit and loss reserve (1,266,583) (1,586,896)
----------- -----------
807,148 486,835
----------- -----------
----------- -----------
</TABLE>
These financial statements were approved by the board of directors on 28th
February 1995 and were signed on its behalf by:
/s/ CN Wright
CN WRIGHT
DIRECTOR
The notes on pages 8 to 15 form part of these financial statements.
6
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
There were no recognised gains or losses other than the profit for the year.
NOTE OF HISTORICAL COST PROFITS AND LOSSES
Historical cost profits and losses are as shown in the profit and loss account
for the year.
<TABLE>
<CAPTION>
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
1995 1994
L L
<S> <C> <C>
Shareholders' funds brought forward 486,835 375,056
Profit during the year 320,313 111,779
---------- ----------
SHAREHOLDERS' FUNDS CARRIED FORWARD 807,148 486,835
---------- ----------
---------- ----------
</TABLE>
7
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
NOTES
(FORMING PART OF THE FINANCIAL STATEMENTS)
1 ACCOUNTING POLICIES
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the company's
financial statements.
BASIS OF PREPARATION
The financial statements have been prepared in accordance with FRS 3
Reporting Financial Performance.
TURNOVER
Turnover represents sales to customers at invoiced amounts less value added
tax.
DEPRECIATION
Depreciation is provided to write off the cost, less estimated residual
values, of all fixed, over their estimated useful lives. It is calculated
on a straight line basis at the following annual rates:
<TABLE>
<CAPTION>
<S> <C>
Freehold buildings - 1% or 2%
Leasehold property and specialised wiring - Over the unexpired term of
lease
Plant and equipment - 20% or 33 1/3%
Fixtures and fittings - 20% or 33 1/3%
Motor vehicles - 20%
</TABLE>
STOCK
Stock and work in progress are valued at the lower of cost and net
realisable value.
DEFERRED TAXATION
Deferred taxation using the liability method is provided in respect of all
timing differences to the extent that it is probable that a liability or
asset will crystallise.
LEASES
Operating lease rentals are charged to the profit and loss account as
incurred.
Assets acquired under finance leases or hire purchase contracts are
included in fixed assets. The capital element of future obligations under
these agreements is included in creditors and the interest element is
charged to the profit and loss account over the life of the agreement.
PENSION COSTS
Pension relating to current and past service are funded by annual
contributions to one of the two sections of the group pension scheme.
Contributions to the scheme are charged to the profit and loss account so
as to spread the cost of pensions over employees' working lives with the
company. The contributions to the defined benefits section are determined
by a qualified actuary on the basis of triennial valuations using the
attained age method.
8
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
NOTES (CONTINUED)
<TABLE>
<CAPTION>
2 ANALYSIS OF TURNOVER BY MARKET
1994 1993
L L
<S> <C> <C>
United Kingdom 5,802,227 4,888,844
USA 194,466 23,115
---------- ----------
5,996,693 4,911,959
---------- ----------
---------- ----------
</TABLE>
<TABLE>
<CAPTION>
3 INTEREST PAYABLE
1994 1993
L L
<S> <C> <C>
Bank loans and overdraft repayable
within five years 30,593 235
Group undertaking 225,822 191,777
Other loans 10,051 10,051
Finance leases 68,360 116,966
---------- ----------
334,826 319,029
---------- ----------
---------- ----------
</TABLE>
<TABLE>
<CAPTION>
4 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
1994 1993
L L
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
IS STATED AFTER CHARGING/(CREDITING)
<S> <C> <C>
Depreciation 1,495,857 921,461
(Profit)/loss on disposal of fixed assets (7,144) 644
Staff costs (note 5) 1,709,376 1,521,386
Auditors remuneration - audit 8,500 8,000
- other 1,044 823
Hire of plant and equipment 6,392 8,230
Lease rentals - plant and equipment 33,342 52,931
- land and buildings 160,000 154,000
---------- ----------
---------- ----------
</TABLE>
Depreciation includes L434,556 (1993: L368,310) in respect of assets held under
finance leases.
9
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes (CONTINUED)
<TABLE>
<CAPTION>
5 STAFF COSTS
1994 1993
L L
<S> <C> <C>
Staff costs (including the directors) consist of:
Wages and salaries 1,514,698 1,357,397
Social security costs 155,312 147,839
Other pension costs 39,366 16,150
---------- ----------
1,709,376 1,521,386
---------- ----------
---------- ----------
</TABLE>
The average weekly number of employees (including the directors) during the year
was as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Production 57 56
Distribution and marketing 10 12
Administration and management 8 7
---------- ----------
75 75
---------- ----------
---------- ----------
</TABLE>
<TABLE>
<CAPTION>
L L
<S> <C> <C>
Directors' emoluments:
Management remuneration, pension contributions 146,463 105,205
---------- ----------
---------- ----------
Emoluments (excluding pension constribution) of:
Highest paid director 102,908 54,792
---------- ----------
---------- ----------
</TABLE>
The emoluments, excluding pension contributions, of the directors were within
the following ranges:
<TABLE>
<CAPTION>
<S> <C> <C>
L0 - L5,000 4 3
L35,001 - L40,000 1 --
L40,001 - L45,000 -- 1
L45,001 - L50,000 -- --
L50,001 - L55,000 -- 1
L100,001 - L105,000 1 --
---------- ----------
---------- ----------
</TABLE>
Notes (CONTINUED)
10
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
6 TAXATION
No tax charge arises in the year, due to the surrender of tax losses from
other group companies for no consideration.
7 TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
Freehold Short Plant Fixture Motor Total
property leasehold and fittings vehicles
property equipment and
office
computer
equipment
L L L L L L
<S> <C> <C> <C> <C> <C> <C>
COST OR
VALUATION
At 1 September
1993 1,217,152 729,719 5,862,025 433,819 68,968 8,311,683
Additions -- -- 2,110,425 158,162 -- 2,268,587
Disposals -- -- (596,182) (35,688) (35,093) (666,963)
---------- ---------- ---------- ---------- ---------- ----------
At 31 August
1994 1,217,152 729,719 7,376,268 556,293 33,875 9,913,307
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
DEPRECIATION
At 1 September
1993 184,341 285,947 2,829,296 146,784 31,303 3,477,671
On disposals -- -- (364,660) (35,688) (25,434) (425,782)
Charge for year 48,432 30,430 1,288,876 118,715 9,404 1,495,857
---------- ---------- ---------- ---------- ---------- ----------
At 31 August
1994 232,773 316,377 3,753,512 229,811 15,273 4,547,746
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
NET BOOK VALUE
At 31 August
1994 984,379 413,342 3,622,756 326,482 18,602 5,365,561
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
At August 1993 1,032,811 443,772 3,032,729 287,035 37,665 4,834,012
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
Tangible assets of net book value include L1,239,299 (1993: L1,076,262) in
respect of assets held under hire purchase contracts and finance leases.
At 31 August 1994 capital expenditure authorised but not contracted in the
financial statements amounted to Lnil (1993: L1,148,000).
11
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes (CONTINUED)
8 INVESTMENTS
Investments, all of which are unlisted include L41,562 (1993: L38,876) for
endowment assurance premiums paid in respect of a policy secured on the
lives of two former directors, which is charged to secure the mortgage loan
referred to in note 12.
9 STOCK
<TABLE>
<CAPTION>
1994 1993
L L
<S> <C> <C>
Tape stock 55,095 74,477
Consumables 5,000 5,000
---------- ----------
60,095 79,477
---------- ----------
---------- ----------
</TABLE>
10 DEBTORS: FALLING DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
1994 1993
L L
<S> <C> <C>
Trade debtors 1,134,055 913,224
Amounts owed by group undertakings 180,674 41,285
Amounts owed by associated undertakings 176 21,405
Other debtors 5,057 118,085
Prepayments and accrued income 200,124 131,556
---------- ----------
1,520,086 1,225,555
---------- ----------
---------- ----------
</TABLE>
11 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
1994 1993
L L
<S> <C> <C>
Bank loans and overdrafts 654,544 --
Trade creditors 345,210 1,761,765
Finance lease creditors 645,736 523,870
Amounts owed to group undertakings 2,874,880 2,539,647
Creditors for taxation and social security 217,668 34,835
Other creditors 35,577 41,140
Accruals and deferred income 503,590 220,747
---------- ----------
5,277,205 5,122,004
---------- ----------
---------- ----------
</TABLE>
12
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes (CONTINUED)
12 CREDITORS FALLING DUE AFTER MORE THAN ONE YEAR
<TABLE>
<CAPTION>
1994 1993
L L
<S> <C> <C>
Bank loan 490,886 --
Obligations under finance leases 394,251 448,742
Mortgage loan 93,500 93,500
Accruals and deferred income -- 90,800
---------- ----------
978,637 633,042
---------- ----------
---------- ----------
</TABLE>
Amounts falling due after more than one year are analysed as follows:
<TABLE>
<CAPTION>
1-2 2-5 Over
years years 5 years Total
L L L L
<S> <C> <C> <C> <C>
Bank loan 490,836 -- -- 490,836
Obligations under finance
leases and hire purchase 394,251 -- -- 394,251
Mortgage loan -- -- 93,500 93,500
---------- ---------- ---------- ----------
885,137 -- 93,500 978,637
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
13 PROVISIONS FOR LIABILITIES AND CHARGES
<TABLE>
<CAPTION>
DEFERRED TAXATION AT 33%
1994 1993
Unprovided Provided Unprovided Provided
in accounts in accounts in accounts in accounts
L L L L
<C> <C> <C> <C>
Accelerated capital
allowances -- -- 73,239 --
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
13
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes (CONTINUED)
14 SHARE CAPITAL
<TABLE>
<CAPTION>
1994 1993
L L
<S> <C> <C>
Ordinary shares of L1 each 100,000 100,000
Redeemable ordinary shares of L1 each 1,500,000 1,500,000
---------- ----------
1,600,000 1,600,000
---------- ----------
---------- ----------
</TABLE>
The redeemable ordinary L1 shares may be redeemed at three months notice
and in any event by 31 December 2020.
15 OPERATING LEASE COMMITTMENTS
<TABLE>
<CAPTION>
1994 1993
L L L L
<S> <C> <C> <C> <C>
LEASES WHICH EXPIRE:
Over 5 years 160,000 -- 160,000 --
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
Leases of land and buildings are subject to regular rent reviews.
16 PENSION COSTS
The UK group operates both a defined contribution pension scheme and a
defined benefits pension scheme. The assets of the scheme are held
separately from those of the group, being invested with fund managers.
Further details of the scheme, including details of the latest actuarial
valuation for the defined benefits pension scheme, are given in the
financial statements of Chrysalis group PLC, the ultimate parent company.
17 CASH FLOW STATEMENT
The company is exempt from the requirements to Financial Reporting Standard
No.1, as it is a wholly owned subsidiary of Chrysalis Group PLC.
18 ULTIMATE PARENT COMPANY
At 31 August 1994, the ultimate parent company was Chrysalis Group PLC,
which is registered in England and Wales. The accounts of this company may
be obtained from The Secretary, Chrysalis Group PLC, The Chrysalis
Building, Bramley Road, London W10 6SP.
14
<PAGE>
The page which follows does not form part of the
statutory financial statements of the company
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Detailed profit and loss account
FOR THE YEAR ENDED 31 AUGUST 1994
<TABLE>
<CAPTION>
1994 1993
L L L L
<S> <C> <C> <C> <C>
TURNOVER
Editing 1,575,048 1,015,545
Telecine 82,251 87,545
VTR 1,480,798 1,223,017
Lines 47,996 51,065
Tapes 417,285 388,452
Transmission & studio 2,299,410 2,023,423
Graphics 41,302 5,166
General 52,603 117,746
---------- ----------
5,996,693 4,911,959
---------- ----------
---------- ----------
COST OF SALES
Opening stock 74,477 45,111
Purchases 392,376 464,386
Transmission costs 232,892 244,121
Pension costs 21,414 3,450
Sub-contract 397,042 397,007
Wages 1,257,588 1,134,223
Repairs to equipment 148,899 131,961
Depreciation 1,232,561 692,284
Loss/(profit on disposal of fixed asset) (7,144) 644
---------- ----------
3,750,105 3,113,187
Less: closing stock (55,095) (74,477)
---------- ----------
(3,695,010) (3,038,710)
---------- ----------
GROSS PROFIT 2,301,683 1,873,249
Distribution costs (schedule 1) 533,302 473,155
Administrative expenses (schedule 1) 1,164,928 1,004,901
---------- ----------
(1,698,230) (1,478,056)
---------- ----------
603,453 395,193
Rents receivable 51,686 35,615
---------- ----------
51,686 35,615
---------- ----------
Carried forward 655,139 430,808
</TABLE>
15
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Detailed profit and loss account
FOR THE YEAR ENDED 31 AUGUST 1994
<TABLE>
<CAPTION>
1994 1993
L L L L
<S> <C> <C> <C> <C>
BROUGHT FORWARD 655,139 430,808
Interest payable
Bank loans and overdrafts 30,593 235
Group company 225,822 191,777
Other loan 10,051 10,051
Lease purchase 68,360 116,966
---------- ----------
(344,826) (319,029)
---------- ----------
PROFIT ON ORDINARY ACTIVITIES 320,313 111,779
---------- ----------
---------- ----------
</TABLE>
16
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Detailed profit and loss account
FOR THE YEAR ENDED 31 AUGUST 1994
<TABLE>
<CAPTION>
1994 1993
L L
<S> <C> <C>
SCHEDULE 1
DISTRIBUTION COSTS
Directors remuneration 139,213 97,955
Pension costs 9,558 7,250
Salaries 129,594 153,211
Sales commission 9,516 6,788
Carriage 16,426 36,458
Travel and entertaining 107,237 125,695
Motor expenses 5,734 9,403
Depreciation 6,604 7,350
Advertising and marketing 75,420 46,893
Discounts allowed - 152
Bad debts 34,000 (18,000)
---------- ----------
533,302 473,155
---------- ----------
---------- ----------
ADMINISTRATIVE EXPENSES
Corporate charge 24,000 26,000
Salaries 143,615 119,847
Pension costs 8,394 5,450
Rent and rates 253,925 198,827
Light and heat 90,578 88,999
Repairs and renewals 73,663 70,475
Telephone and pager 40,712 48,328
Printing, postage and stationery 25,195 24,514
Insurance 43,704 25,481
Leasing of equipment 6,392 5,772
Motor expenses 1,966 716
Depreciation and amortisation 256,692 221,827
Audit and accountancy 9,544 10,248
Legal and professional 59,820 49,556
Bank charges 20,558 415
Cleaning 28,898 29,020
General 21,795 22,688
Security 55,480 58,441
Discount received (3) (1,703)
---------- ----------
1,164,928 1,004,901
---------- ----------
---------- ----------
</TABLE>
17
<PAGE>
[KMPG Peat Marwick LOGO]
CHRYSALIS TELEVISION FACILITIES
LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 1993
Registered number 981201
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Directors' report and financial statements
CONTENTS PAGE
Directors' report 1
Statement of directors' responsibilities 3
Auditors' report 4
Profit and loss account 5
Balance sheet 7
Notes 8
<PAGE>
CHRYSALIS TELEVISION FACILITES LIMITED
Directors' report
The directors present their report together with the audited financial
statements for the year ended 31 August 1993.
PRINCIPAL ACTIVITIES, TRADING REVIEW AND FUTURE DEVELOPMENTS
The principal activity of the company is the provision of television facility
and transmission services.
The profit and loss account is set out on page 5 and shows the profit for the
year after taxation, together with the accumulated losses carried forward.
The directors do not recommend the payment of a dividend for the year under
review.
SIGNIFICANT CHANGES IN FIXED ASSETS
The principal changes in the company's fixed assets are stated in notes 7 and 8
to the financial statements.
DIRECTORS
The directors of the company during the year were:
CN Wright (appointed 12 May 1993)
CN Spurgeon
GJ Hall
NR Watkins (resigned 28 September 1993)
SR Stephens
MJ Pilsworth (appointed 28 September 1993)
At 31 August 1993 and 31 August 1992, NR Watkins and CN Wright were also
directors of the ultimate parent company, Chrysalis Group PLC and their share
interests are stated in the directors' report of that company.
No other directors had any interest in any group undertaking except CN Spurgeon
and GJ Hall who each had options to acquire 10,000 (1992: 10,000) and 25,000
(1992: 10,000) ordinary 10p shares respectively in Chrysalis Group PLC at 31
August 1993.
1
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Directors' report (CONTINUED)
AUDITORS
In accordance with S386(1) of the Companies Act 1985 an elective resolution has
been passed such that KPMG Peat Marwick remain as auditors without the need for
annual reappointment.
By order of the board
/s/ CR Potterell
CR POTTERELL London House
Secretary 53-54 Haymarket
London
SW1Y 4RP
24/2/ 1994
2
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Statement of directors' responsibility
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair of the state of affairs of the company
and of the profit or loss of the company for that period. In preparing those
financial statements, the directors are required to:
- - select suitable accounting policies and then apply them consistently;
- - make judgements and estimates that are reasonable and prudent;
- - state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
- - prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for maintaining proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They are also responsible for safeguarding the assets
of the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
3
<PAGE>
[KPMG Peat Marwick LETTERHEAD]
Auditors' report to the members of Chrysalis Television Facilities Limited
We have audited the financial statements on pages 5 to 14.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As described on page 3 the company's directors are responsible for the
preparation of financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report our
opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements.
It also includes an assessment of the significant estimates and judgements made
by the directors in the preparation of the financial statements, and of whether
the accounting policies are appropriate to the company's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
OPINION
In our opinion the financial statements give a true and fair view of the state
of the company's affairs as at 31 August 1993 and of its profit for the year
then ended and have been properly prepared in accordance with the Companies Act
1985.
KPMG PEAT MARWICK
CHARTERED ACCOUNTANTS 17 March 1994
REGISTERED AUDITORS
4
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Profit and loss account
FOR THE YEAR ENDED 31 AUGUST 1993
<TABLE>
<CAPTION>
Note 1993 1992
L L
<S> <C> <C> <C>
TURNOVER 2 4,911,959 3,343,409
Cost of sales (3,038,710) (2,426,760)
----------- -----------
GROSS PROFIT 1,873,249 916,649
Distribution costs (473,155) (418,205)
Administrative expenses (1,004,901) (982,486)
----------- -----------
TRADING PROFIT 395,193 (484,042)
Rent receivable 35,615 108,258
Interest payable 3 (319,029) (461,883)
----------- -----------
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 4 111,779 (837,667)
Taxation credit on loss on
ordinary activities 6 - 116,633
----------- -----------
Profit on ordinary activities
after taxation 111,779 (721,034)
Accumulated losses brought forward (1,698,675) (977,641)
----------- -----------
ACCUMULATED LOSSES CARRIED FORWARD (1,586,896) (1,698,675)
----------- -----------
----------- -----------
</TABLE>
The notes on pages 8 to 14 form part of these financial statements.
5
<PAGE>
CRYSALIS TELEVISION FACILITIES LIMITED
Profit and loss account (continued)
FOR THE YEAR ENDED 31 AUGUST 1993
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
There were no recognised gains or losses other than the result for the year.
NOTE OF HISTORICAL COST PROFITS AND LOSSES
Historical cost profits and losses are as shown in the profit and loss account
for the year.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
<TABLE>
<CAPTION>
1993 1992
L L
<S> <C> <C>
Shareholders' funds brought forward 375,056 1,096,090
Profit / (loss) retained in the year 111,779 (721,034)
---------- ----------
Shareholders' funds carried forward 486,835 375,056
---------- ----------
---------- ----------
</TABLE>
6
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
<TABLE>
<CAPTION>
Balance sheet
AT 31 AUGUST 1993
NOTE 1993 1992
L L L L
<S> <C> <C> <C> <C> <C>
FIXED ASSETS
Tangible assets 7 4,834,012 4,097,047
Investments 8 38,876 36,190
------------ ------------
4,872,888 4,133,237
CURRENT ASSETS
Stock 9 79,477 50,111
Debtors 10 1,225,555 1,376,163
Cash at bank and in hand 63,961 940
------------ ------------
1,368,993 1,427,214
CREDITORS: AMOUNTS
FALLING DUE WITHIN
ONE YEAR 11 (5,122,004) (4,329,815)
------------ ------------
NET CURRENT LIABILITIES (3,753,011) (2,902,601)
-------------- --------------
TOTAL ASSETS LESS
CURRENT LIABILITIES 1,119,877 1,230,636
CREDITORS: AMOUNTS
FALLING DUE AFTER
MORE THAN ONE YEAR 12 (633,042) (855,580)
------------ ------------
486,835 375,056
------------ ------------
------------ ------------
CAPITAL AND RESERVES
Called up share capital 14 1,600,000 1,600,000
Share premium account 473,731 473,731
Profit and loss account (1,586,896) (1,698,675)
------------ ------------
486,835 375,056
------------ ------------
------------ ------------
</TABLE>
The notes on pages 8 to 14 form part of these financial statements.
These financial statements were approved by the board of directors on 25/4/ 1994
and were signed on its behalf by:
CN SPURGEON /s/ CN Spurgeon
DIRECTOR
7
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes
(FORMING PART OF THE FINANCIAL STATEMENTS)
1 ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical
cost convention and in accordance with applicable accounting
standards. The following principal accounting policies have been
applied:
BASIS OF PRESENTATION
The financial statements are presented in accordance with FRS 3
"Reporting Financial Performance".
TURNOVER
Turnover represents sales to customers at invoiced amounts less
value added tax.
DEPRECIATION
Depreciation is provided to write off the cost, less estimated
residual values, of all fixed assets, over their estimated useful
lives. It is calculated on a straight line basis at the following
annual rates:
Freehold buildings - 1% or 2%
Leasehold property and
specialised wiring - Over the unexpired term of
the lease
Plant and equipment - 10% or 20%
Fixtures and fittings - 15%
Motor vehicles - 20%
STOCK
Stock and work in progress are valued at the lower of cost and net
realisable value.
DEFERRED TAXATION
Deferred taxation using the liability method is provided in respect
of all timing differences to the extent that it is probable that a
liability or asset will crystallise.
LEASES
Operating lease rentals are charged to the profit and loss account
as incurred.
Assets acquired under finance leases or hire purchase contracts are
included in fixed assets. The capital element of future
obligations under these agreements is included in creditors and the
interest element is charged to the profit and loss account over the
life of the agreement.
8
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes (CONTINUED)
PENSION COSTS
Pensions relating to current and past service are funded by annual
contributions to a group pension scheme. Contributions to the
scheme are charged to the profit and loss account so as to spread
the cost of pensions over employees' working lives with the
company. The contributions are determined by a qualified actuary
on the basis of triennial valuations using the projected unit
method.
2 ANALYSIS OF TURNOVER BY MARKET
<TABLE>
<CAPTION>
1993 1992
L L
<S> <C> <C>
United Kingdom 4,888,844 3,298,377
Overseas 23,115 45,032
--------- ---------
4,911,959 3,343,409
--------- ---------
--------- ---------
3 INTEREST PAYABLE
<CAPTION>
1993 1992
L L
<S> <C> <C>
Bank loans and overdraft
repayable within five years 235 23,089
Group undertaking 191,777 369,723
Other loans 10,051 10,051
Hire purchase - 4,706
Finance leases 116,966 54,314
--------- ---------
319,029 461,883
--------- ---------
--------- ---------
<CAPTION>
4 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
<S> <C> <C>
1993 1992
This is arrived at after
charging/(crediting): L L
Depreciation 921,461 960,914
(Profit)/loss on disposal of
fixed assets 644 (2,863)
Staff costs (note 5) 1,521,386 1,272,305
Auditors' remuneration 8,000 10,046
Hire of plant and equipment 8,230 7,297
Lease rentals
- plant and equipment 52,931 48,262
- land and buildings 154,000 152,000
--------- ---------
--------- ---------
</TABLE>
Depreciation includes L368,310 (1992 - L165,866) in respect of assets held
under finance leases.
9
<PAGE>
CHRYSALIS TELEVISION FACIITIES LIMITED
Notes (CONTINUED)
<TABLE>
<CAPTION>
5 STAFF COSTS
1993 1992
<S> <C> <C>
Staff costs (including the
directors) consist of: L L
Wages and salaries 1,357,397 1,143,065
Social security costs 147,839 118,377
Other pension costs 16,150 10,863
---------- ----------
1,521,386 1,272,305
---------- ----------
---------- ----------
The average weekly number of
employees (including the
directors) during the year was
as follows: Number Number
Production 56 51
Distribution and marketing 12 6
Administration and management 7 9
-------- --------
75 66
-------- --------
-------- --------
Directors' emoluments
Management remuneration and
pension contributions 105,205 106,972
---------- ----------
---------- ----------
Emoluments (excluding pension
contributions) of:
Highest paid director 54,792 53,603
---------- ----------
---------- ----------
The emoluments, excluding pension
contributions, of the directors
were within the following ranges:
L0 - L5,000 3 2
L35,001 - L40,000 - -
L40,001 - L45,000 1 -
L45,001 - L50,000 - 1
L50,001 - L55,000 1 1
---------- ----------
---------- ----------
</TABLE>
10
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes (CONTINUED)
<TABLE>
<CAPTION>
6 TAXATION CREDIT ON LOSS ON ORDINARY ACTIVITIES
1993 1992
L L
<S> <C> <C>
Transfer from deferred taxation - (116,633)
---------- ----------
- (116,633)
---------- ----------
---------- ----------
</TABLE>
No tax charge arises in the year, due to the surrender of tax losses
from other group companies for no consideration.
7 TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
Fixtures,
Fittings,
Short and office
Freehold leasehold Plant and computer Motor
property property equipment equipment vehicles Total
L L L L L L
<S> <C> <C> <C> <C> <C> <C>
Cost
At 1 September 1992 1,217,152 729,719 4,906,764 361,324 49,093 7,264,052
Additions - - 1,530,648 125,985 19,875 1,676,508
Disposals - - (575,387) (53,490) - (628,877)
---------- ---------- ---------- ---------- ---------- ----------
At 31 August 1993 1,217,152 729,719 5,862,025 433,819 68,968 8,311,683
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
Depreciation
At 1 September 1992 135,909 255,517 2,640,395 114,031 21,153 3,167,005
On disposals - - (557,305) (53,490) - (610,795)
Charge for year 48,432 30,430 746,206 86,243 10,150 921,461
---------- ---------- ---------- ---------- ---------- ----------
At 31 August 1993 184,341 285,947 2,829,296 146,784 31,303 3,477,671
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
Net book value
At 31 August 1993 1,032,811 443,772 3,032,729 287,035 37,665 4,834,012
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
At 31 August 1992 1,081,243 474,202 2,266,369 247,293 27,940 4,097,047
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
Tangible assets at net book value include L1,076,262 (1992 -
L1,126,665) in respect of assets held under hire purchase contracts
and finance leases.
At 31 August 1993 capital expenditure authorised but not contracted in
the financial statements amounted to L1,148,000 (1992 - L45,000).
11
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes (CONTINUED)
8 INVESTMENTS
Investments, all of which are unlisted, include L28,876 (1991 -
L26,190) for endowment assurance premiums paid in respect of a policy
secured on the lives of two former directors, which is charged to
secure the mortgage loan referred to in note 12.
9 STOCK
<TABLE>
<CAPTION>
1993 1992
L L
<S> <C> <C>
Tape stock 74,477 45,111
Consumables 5,000 5,000
-------- --------
79,477 50,111
-------- --------
-------- --------
<CAPTION>
10 DEBTORS FALLING DUE WITHIN ONE YEAR
1993 1992
L L
<S> <C> <C>
Trade debtors 913,224 1,060,699
Amounts owed by group undertakings 41,285 186,939
Amounts owed by associated
undertakings 21,405 -
Other debtors 118,085 13,568
Prepayments and accrued income 131,556 114,957
---------- ----------
1,225,555 1,376,163
---------- ----------
---------- ----------
<CAPTION>
11 CREDITORS FALLING DUE WITHIN ONE YEAR
1993 1992
L L
<S> <C> <C>
Bank loans and overdraft - 109,279
Trade creditors 1,761,765 641,795
Finance lease creditors 523,870 357,719
Amounts owed to group undertakings 2,539,647 2,273,971
Creditors for taxation and social
security 34,835 285,892
Other creditors 41,140 6,302
Accruals and deferred income 220,747 654,857
---------- ----------
5,122,004 4,329,815
---------- ----------
---------- ----------
</TABLE>
12
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes (CONTINUED)
<TABLE>
<CAPTION>
12 CREDITORS FALLING DUE AFTER MORE THAN ONE YEAR
1993 1992
L L
<S> <C> <C>
Obligations under finance leases 448,742 762,080
Mortgage loan 93,500 93,500
Accruals and deferred income 90,800 -
---------- ----------
633,042 855,580
---------- ----------
---------- ----------
<CAPTION>
Amounts falling due after more
than one year are analysed
as follows:
1 - 2 2 - 5 Over
years years 5 Years Total
L L L L
<S> <C> <C> <C> <C>
Obligations under finance
leases and hire
purchase 448,742 - - 448,742
Mortgage loan - - 93,500 93,500
Accruals and deferred
income 90,800 - - 90,800
-------- -------- -------- --------
-------- -------- -------- --------
<CAPTION>
13 PROVISION FOR LIABILITIES AND CHARGES
Deferred taxation at 33%
Unprovided Provided Unprovided Provided
in accounts in accounts in accounts in accounts
L L L L
<S> <C> <C> <C> <C>
Accelerated capital
allowances - - 73,239 116,633
-------- -------- -------- --------
-------- -------- -------- --------
<CAPTION>
14 SHARE CAPITAL
1993 1992
L L
AUTHORISED, ALLOTTED, CALLED UP AND FULLY PAID
<S> <C> <C>
Ordinary shares of L1 each 100,000 100,000
Redeemable ordinary shares of L1 each 1,500,000 1,500,000
----------- -----------
1,600,000 1,600,000
----------- -----------
----------- -----------
</TABLE>
13
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Notes (CONTINUED)
14 SHARE CAPITAL
The redeemable ordinary L1 shares may be redeemed at three months notice
and in any event by 31 December 2020.
15 OPERATING LEASE COMMITMENTS
<TABLE>
<CAPTION>
1993 1992
Land and Other Land and Other
buildings assets buildings assets
<S> <C> <C> <C> <C>
Leases which expire: L L L L
Within 2 to 5 year - - - -
Over 5 years 160,000 - 152,000 -
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
Leases of land and buildings are subject to regular rent reviews.
16 PENSION COSTS
The UK group operates a defined benefits pension scheme. The assets of
the scheme are held separately from those of the group being invested
with fund managers. The contributions have been determined by a
qualified actuary. The most recent valuation was at 1 July 1991.
Further details of the scheme, including details of the latest actuarial
valuation, are given in the financial statements of Chrysalis Group PLC,
the ultimate parent company.
17 CASH FLOW STATEMENT
The company is exempt from the requirements of Financial Reporting
Standard No 1 (Cash flow statements) as it is a wholly owned subsidiary
of Chrysalis Group PLC.
18 ULTIMATE PARENT COMPANY
At 31 August 1993, the ultimate parent company was Chrysalis Group PLC,
a company registered in England and Wales. The accounts of this company
may be obtained from The Secretary, Chrysalis Group PLC, The Chrysalis
Building, Bramley Road, London, W10 6SP.
14
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
The pages which follow do not
form part of the statutory
financial statements of the company
15
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Detailed profit and loss
AT 31 AUGUST 1993
<TABLE>
<CAPTION>
1993 1992
L L L L
<S> <C> <C> <C> <C>
Turnover
Editing 1,015,545 593,518
Telecine 87,545 60,218
VTR 1,223,017 745,499
Lines 51,065 150,764
Tapes 388,452 193,692
Transmission & studio 2,023,423 1,487,365
Graphics 5,166 5,528
General 117,746 106,825
--------- ---------
4,911,959 3,343,409
Cost of sales
Opening stock 45,111 23,686
Purchases 464,386 267,631
Transmission costs 244,121 149,980
Pension costs 3,450 -
Sub-contract 397,007 257,329
Wages 1,134,223 895,097
Repairs to equipment 131,961 100,276
Depreciation 692,284 780,735
Loss / (profit on disposal of
fixed asset) 644 (2,863)
--------- ---------
3,113,187 2,471,871
Less: closing stock (74,477) (45,111)
--------- ---------
(3,038,710) (2,426,760)
--------- ---------
Gross profit 1,873,249 916,649
Distribution costs
(schedule 1) 473,155 418,205
Administrative expenses
(schedule 1) 1,004,901 982,486
--------- ---------
(1,478,056) (1,400,691)
--------- ---------
395,193 (484,042)
Rents receivable 35,615 108,258
--------- ---------
35,615 108,258
--------- ---------
430,808 (375,784)
</TABLE>
16
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Detailed profit and loss
AT 31 AUGUST 1993
<TABLE>
<CAPTION>
1993 1992
L L L L
<S> <C> <C> <C> <C>
Interest payable
Bank loans and overdrafts 235 23,089
Group company 191,777 369,723
Other loan 10,051 10,051
Hire purchase - 4,706
Lease purchase 116,966 54,314
--------- ---------
(319,029) (461,883)
--------- ---------
Profit/(Loss) on ordinary activities 111,779 (837,667)
--------- ---------
--------- ---------
</TABLE>
17
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
Detailed profit and loss
AT 31 AUGUST 1993
<TABLE>
<CAPTION>
1993 1992
L L
Distribution costs
<S> <C> <C>
Directors' remuneration 97,955 101,972
Pension costs 7,250 5,000
Salaries 153,211 97,948
Sales commission 6,788 8,015
Carriage 36,458 38,688
Travel and entertaining 125,695 75,758
Motor expenses 9,403 12,467
Depreciation 7,350 7,019
Advertising and marketing 46,893 52,904
Discounts allowed 152 356
Bad debts (18,000) 18,078
---------- ----------
473,155 418,205
---------- ----------
---------- ----------
Administrative expenses
Corporate charge 26,000 26,400
Salaries 119,847 158,410
Pension costs 5,450 5,863
Rent and rates 198,827 272,285
Light and heat 88,999 71,925
Repairs and renewals 70,475 53,813
Telephone and pager 48,328 50,165
Printing, postage and stationery 24,514 36,390
Insurance 25,481 15,943
Leasing of equipment 5,772 7,297
Motor expenses 716 990
Depreciation and amortisation 221,827 173,160
Audit and accountancy 10,248 10,046
Legal and professional 49,556 7,523
Bank charges 415 908
Cleaning 29,020 25,162
General 22,688 16,269
Security 58,441 52,192
Discount received (1,703) (2,255)
---------- ----------
1,004,901 982,486
---------- ----------
---------- ----------
</TABLE>
18
<PAGE>
KPMG Peat Marwick
--------------------------------------------------
--------------------------------------------------
CHRYSALIS TELEVISION FACILITIES
LIMITED
(FORMERLY AIRTV FACILITIES
LIMITED)
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 1992
Registered number 981201
--------------------------------------------------
--------------------------------------------------
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Directors' report and financial statements
CONTENTS PAGE
Directors' report 1-2
Auditors' report 3
Profit and loss account 4
Balance sheet 5
Notes 6-12
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Directors' report
The directors present their report together with the audited financial
statements for the year ended 31 August 1992.
CHANGE OF NAME
The company changed its name from AIRtv Facilities Limited to Chrysalis
Television Facilities Limited on 14 February 1992.
PRINCIPAL ACTIVITY, TRADING REVIEW AND FUTURE DEVELOPMENTS
The principal activity of the company is the provision of television facility
and transmission services.
The profit and loss account is set out on page 4 and shows the profit for the
year after taxation together with the accumulated losses carried forward.
The directors do not recommend the payment of a dividend for the year under
review.
SIGNIFICANT CHANGES IN FIXED ASSETS
The principal changes in the company's fixed assets are stated in notes 7 and 8
to the financial statements.
DIRECTORS
The directors of the company during the year were:
CN Spurgeon
GJ Hall
NR Watkins
SR Stephens
At 31 August 1992, NJ Watkins was also a director of the ultimate parent
company, Chrysalis Group PLC and his share interests are stated in the
directors' report of that company.
No other directors had any interest in any group undertaking except CN Spurgeon
and GJ Hall who each had options to acquire 10,000 ordinary 10p shares in
Chrysalis Group PLC at 31 August 1991 and 31 August 1992.
1
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Directors' report (CONTINUED)
AUDITORS
On 16 July 1992 KPMG Peat Marwick were appointed auditors of the company.
In accordance with S386(1) of the Companies Act 1985, an elective resolution has
been passed such that KPMG Peat Marwick remain as auditors without the need for
annual reappointment.
By order of the board
/s/ CR Potterell
CR POTTERELL
Secretary London House
53-54 Haymarket
London
SW1Y 4RP
15 January 1993
2
<PAGE>
[KPMG Peat Marwick Letterhead]
PO Box 486
1 Puddle Dock
Blackfriars
London EC4V 3PD
Report of the auditors to the members of
Chrysalis Television Facilities Limited
(Formerly AIRtv Facilities Limited)
We have audited the financial statements on pages 4 to 12 in accordance with
Auditing Standards.
In our opinion the financial statements give a true and fair view of the state
of the company's affairs at 31 August 1992 and of its loss for the year then
ended and have been properly prepared in accordance with the Companies Act 1985.
/s/ KPMG Peat Marwick
KPMG PEAT MARWICK 15 January 1993
CHARTERED ACCOUNTANTS
REGISTERED AUDITORS
3
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Profit and loss account
FOR THE YEAR ENDED 31 AUGUST 1992
<TABLE>
<CAPTION>
Note 1992 1991
L L
<S> <C> <C> <C>
TURNOVER 2 3,343,409 2,185,000
Cost of sales (2,426,760) (1,865,757)
----------- -----------
GROSS PROFIT 916,649 319,243
Distribution costs (418,205) (275,955)
Administrative expenses (982,486) (782,792)
----------- -----------
TRADING LOSS (484,042) (739,504)
Rent receivable 108,258 127,862
Interest payable 3 (461,883) (374,252)
----------- -----------
LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION 4 (837,667) (985,894)
Taxation credit on loss on ordinary
activities 6 116,633 242,009
----------- -----------
LOSS ON ORDINARY ACTIVITIES
AFTER TAXATION (721,034) (743,885)
Accumulated losses brought forward (977,641) (233,756)
----------- -----------
ACCUMULATED LOSSES CARRIED FORWARD (1,698,675) (977,641)
----------- -----------
----------- -----------
</TABLE>
The notes on pages 6 to 12 form part of these financial statements.
4
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Balance sheet
AT 31 AUGUST 1992
<TABLE>
<CAPTION>
NOTE 1992 1991
L L L L
<S> <C> <C> <C> <C> <C>
FIXED ASSETS
Tangible assets 7 4,097,047 3,428,997
Investments 8 36,190 33,504
----------- -----------
4,133,237 3,462,501
CURRENT ASSETS
Stock 9 50,111 23,686
Debtors 10 1,376,163 513,890
Cash at bank and in hand 940 640
----------- -----------
1,427,214 538,216
Creditors: Amounts falling
due within one year 11 (4,329,815) (3,753,624)
----------- -----------
Net current liabilities (2,902,601) (3,215,408)
----------- -----------
Total assets less
current liabilities 1,230,636 247,093
Creditors: Amounts falling
due after more than one year 12 855,580 534,370
Provisions for liabilities
and charges
Deferred taxation 13 -- 116,633
----------- -----------
(855,580) (651,003)
----------- -----------
375,056 (403,910)
----------- -----------
----------- -----------
CAPITAL AND RESERVES
Called up share capital 14 1,600,000 100,000
Share premium account 473,731 473,731
Profit and loss account (1,698,675) (977,641)
----------- -----------
375,056 (403,910)
----------- -----------
----------- -----------
</TABLE>
The notes on pages 6 to 12 form part of these financial statements.
These financial statements were approved by the board of directors on 15 January
1993 and were signed on its behalf by:
/s/ NR Watkins
NR WATKINS
DIRECTOR
5
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Notes
(FORMING PART OF THE FINANCIAL STATEMENTS)
1. ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost
convention and in accordance with applicable accounting standards. The
following principal accounting policies have been applied:
TURNOVER
Turnover represents sales to customers at invoiced amounts less value added
tax.
DEPRECIATION
Depreciation is provided to write off the cost, less estimated residual
values, of all fixed assets, over their estimated useful lives. It is
calculated on a straight line basis at the following annual rates:
<TABLE>
<CAPTION>
<S> <C>
Freehold buildings - 1% or 2%
Leasehold property and specialised wiring - Over the unexpired term of the lease
Plant and equipment - 10% or 20%
Fixtures and fittings - 15%
Motor vehicles - 20%
</TABLE>
STOCK
Stock and work in progress are valued at the lower of cost and net
realisable value.
DEFERRED TAXATION
Deferred taxation using the liability method is provided in respect of all
timing differences to the extent that it is probable that a liability or
asset will crystallise.
LEASES
Operating lease rentals are charged to the profit and loss account as
incurred.
Assets acquired under finance leases or hire purchase contracts are
included in fixed assets. The capital element of future obligations under
these agreements is included in creditors and the interest element is
charged to the profit and loss account over the life of the agreement.
PENSION COSTS
Pension relating to current and past service are funded by annual
contributions to a group pension scheme. Contributions to the scheme are
charged to the profit and loss account so as to spread the cost of pensions
over employees' working lives with the company. The contributions are
determined by a qualified actuary on the basis of triennial valuations
using the projected unit method.
6
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Notes (CONTINUED)
2. ANALYSIS OF TURNOVER BY MARKET
<TABLE>
<CAPTION>
1992 1991
L L
<S> <C> <C>
United Kingdom 3,298,377 2,163,261
Overseas 45,032 21,739
---------- ----------
3,343,409 2,185,000
---------- ----------
---------- ----------
</TABLE>
3. INTEREST PAYABLE
<TABLE>
<CAPTION>
1992 1991
L L
<S> <C> <C>
Bank loans and overdraft repayable within five years 23,089 73,724
Group undertaking 369,723 264,515
Other loans 10,051 10,051
Hire purchase 4,706 14,656
Finance leases 54,314 11,306
---------- ----------
461,883 374,252
---------- ----------
---------- ----------
</TABLE>
4. LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
<TABLE>
<CAPTION>
1992 1991
THIS IS ARRIVED AT AFTER CHARGING/(CREDITING): L L
<S> <C> <C>
Depreciation 960,914 850,667
(Profit)/loss on disposal of fixed assets (2,863) 1,275
Staff costs (note 5) 1,272,305 1,056,431
Auditors' remuneration 10,046 10,500
Hire of plant and equipment 7,297 5,383
Lease rentals - plant and equipment 48,262 6,748
- land and buildings 152,000 152,000
---------- ----------
---------- ----------
</TABLE>
Depreciation includes L165,866 (1991: L91,729) in respect of assets held
under finance leases.
7
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Notes (CONTINUED)
5. STAFF COSTS
<TABLE>
<CAPTION>
1992 1991
Staff costs (including the directors) consist of: L L
<S> <C> <C>
Wages and salaries 1,143,065 945,040
Social security costs 118,377 97,836
Other pension costs 10,863 13,555
---------- ----------
1,272,305 1,056,431
---------- ----------
---------- ----------
</TABLE>
<TABLE>
<CAPTION>
The average weekly number of employees (including
the directors) during the year was as follows: Number Number
<S> <C> <C>
Production 51 45
Distribution and marketing 6 5
Administration and management 9 11
---------- ----------
66 61
---------- ----------
---------- ----------
Directors' emoluments:
Management remuneration and pension contributions 106,972 85,491
---------- ----------
---------- ----------
Emoluments (excluding pension constributions) of:
Highest paid director 53,603 43,506
---------- ----------
---------- ----------
The emoluments, excluding pension contributions,
of the directors were within the following ranges:
L0 - L5,000 2 2
L35,001 - L40,000 - 1
L40,001 - L45,000 - 1
L45,001 - L50,000 1 -
L50,001 - L55,000 1 -
---------- ----------
---------- ----------
</TABLE>
8
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Notes (CONTINUED)
6. TAXATION CREDIT
<TABLE>
<CAPTION>
1992 1991
L L
<S> <C> <C>
UK corporation tax at 33% (1991:33.58%) - (210,605)
Transfer (from)/to deferred taxation (116,633) 24,780
Adjustment in respect of prior years - (56,184)
---------- ----------
(116,633) (242,009)
---------- ----------
---------- ----------
</TABLE>
7. TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
Fixtures,
Fittings,
Short and office
Freehold leasehold Plant and computer Motor
property property equipment equipment vehicles Total
L L L L L L
<S> <C> <C> <C> <C> <C> <C>
COST
At 1 September 1991 1,217,152 729,719 5,002,870 212,514 49,093 7,211,348
Additions - - 1,424,386 221,985 - 1,646,371
Disposals - - (1,520,492) (73,175) - (1,593,667)
---------- ---------- ---------- ---------- ---------- ----------
At 31 August 1992 1,217,152 729,719 4,906,764 361,324 49,093 7,264,052
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
DEPRECIATION
At 1 September 1991 87,477 225,087 3,317,327 141,126 11,334 3,782,351
On disposals - - (1,503,084) (73,176) - (1,576,260)
Charge for year 48,432 30,430 826,152 46,081 9,819 960,914
---------- ---------- ---------- ---------- ---------- ----------
At 31 August 1992 135,909 255,517 2,640,395 114,031 21,153 3,167,005
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
NET BOOK VALUE
At 31 August 1992 1,081,243 474,202 2,266,369 247,293 27,940 4,097,047
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
At 31 August 1991 1,129,675 504,632 1,685,543 71,388 37,759 3,428,997
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
Tangible assets at net book value include L1,126,665 (1991: L553,140) in
respect of assets held under hire purchase contracts and finance leases.
At 31 August 1992 capital expenditure authorised but not contracted in the
financial statements amounted to L45,000 (1991: LNIL).
9
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Notes (CONTINUED)
8. INVESTMENTS
Investments, all of which are unlisted include L26,190 (1991: L23,504) for
endowment assurance premiums paid in respect of a policy secured on the
lives of two former directors, which is charged to secure the mortgage loan
referred to in note 12.
9. STOCK
<TABLE>
<CAPTION>
1992 1991
L L
<S> <C> <C>
Tape stock 45,111 23,686
Consumables 5,000 --
---------- ----------
50,111 23,686
---------- ----------
---------- ----------
</TABLE>
10. DEBTORS: FALLING DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
1992 1991
L L
<S> <C> <C>
Trade debtors 1,060,699 320,683
Amounts owed by group undertakings 186,939 78,380
Other debtors 13,568 1,430
Prepayments and accrued income 114,957 113,397
---------- ----------
1,376,163 513,890
---------- ----------
---------- ----------
</TABLE>
11. CREDITORS: FALLING DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
1992 1991
L L
<S> <C> <C>
Bank loans and overdrafts 109,279 544,508
Trade creditors 641,795 307,000
Finance lease creditors 357,719 180,348
Amounts owed to group undertakings 2,273,971 2,554,953
Creditors for taxation and social security 285,892 83,004
Other creditors 6,302 38,892
Accruals and deferred income 654,857 44,919
---------- ----------
4,329,815 3,753,624
---------- ----------
---------- ----------
</TABLE>
10
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Notes (CONTINUED)
12. CREDITORS FALLING DUE AFTER MORE THAN ONE YEAR
<TABLE>
<CAPTION>
1992 1991
L L
<S> <C> <C>
Obligations under finance leases 762,080 365,870
Bank loan -- 75,000
Mortgage loan 93,500 93,500
---------- ----------
855,580 534,370
---------- ----------
---------- ----------
</TABLE>
Amounts falling due after more than one year are analysed as follows:
<TABLE>
<CAPTION>
1-2 2-5 Over
years years 5 years Total
L L L L
<S> <C> <C> <C> <C>
Obligations under finance leases
and hire purchase 418,649 343,431 - 762,080
Mortgage loan - - 93,500 93,500
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
13. PROVISIONS FOR LIABILITIES AND CHARGES
DEFERRED TAXATION AT 33%
<TABLE>
<CAPTION>
Unprovided Provided Unprovided Provided
in accounts in accounts in accounts in accounts
L L L L
<S> <C> <C> <C> <C>
Accelerated capital allowances -- -- 73,239 116,633
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
14. SHARE CAPITAL
<TABLE>
<CAPTION>
1992 1991
L L
<S> <C> <C>
AUTHORISED, ALLOTTED, CALLED UP AND FULLY PAID
Ordinary shares of L1 each 100,000 100,000
Redeemable ordinary shares of L1 each 1,500,000 --
---------- ----------
1,600,000 100,000
---------- ----------
---------- ----------
</TABLE>
During the year the company issued 1,500,000 L1 redeemable ordinary shares
at par to provide additional working capital.
The redeemable ordinary L1 shares may be redeemed at three months notice
and in any event by 31 December 2020.
11
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Notes (CONTINUED)
15. OPERATING LEASE COMMITMENTS
<TABLE>
<CAPTION>
1992 1991
Land and Other Land and Other
buildings assets buildings assets
LEASES WHICH EXPIRE: L L L L
<S> <C> <C> <C> <C>
Within 2 to 5 years - - - 6,559
Over 5 years 152,000 - 152,000 -
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
Leases of land and buildings are subject to regular rent reviews.
16. CONTINGENT LIABILITY
The company has given an unlimited guarantee to National Westminster Bank
plc in respect of the indebtedness of Chrysalis Group PLC and certain
fellow subsidiaries which at 31 August 1992 amounted to Lnil (1991-
L2,791,260).
17. PENSION COSTS
The UK group operates a defined benefits pension scheme. The assets of the
scheme are held separately from those of the group being invested with fund
managers. The contributions have been determined by a qualified actuary.
The most recent valuation was at 1 July 1991. Further details of the
scheme, including details of the latest actuarial valuation, are given in
the financial statements of Chrysalis Group PLC, the ultimate parent
company.
18. CASH FLOW STATEMENT
The company is exempt from the requirements of Financial Reporting Standard
No.1 (Cash flow statements) as it is a wholly owned subsidiary of Chrysalis
Group PLC.
19. ULTIMATE PARENT COMPANY
At 31 August 1992, the ultimate parent company was Chrysalis Group PLC, a
company registered in England and Wales. The accounts of this company may
be obtained from The Secretary, Chrysalis Group PLC, The Chrysalis
Building, Bramley Road, London, W10 6SP.
12
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
The pages which follow do not
form part of the statutory
financial statements of the company
13
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Detailed profit and loss account
AT 31 AUGUST 1992
<TABLE>
<CAPTION>
1992 1991
L L L L
<S> <C> <C> <C> <C>
TURNOVER
Editing 593,518 128,931
Telecine 60,218 35,739
VTR 745,499 484,671
Lines 150,764 --
Tapes 193,692 134,500
Transmission & studio 1,487,365 1,343,591
Graphics 5,528 11,897
General 106,825 45,671
---------- ----------
3,343,409 2,185,000
COST OF SALES
Opening stock 23,686 25,171
Purchases 267,631 159,953
Transmission costs 149,980 44,157
Pension costs -- 3,402
Sub-contract 257,329 97,820
Wages 895,097 781,122
Repairs to equipment 100,276 69,696
Depreciation 780,735 706,847
Profit on disposal of fixed assets (2,863) 1,275
---------- ----------
2,471,871 1,889,443
Less: closing stock (45,111) (23,686)
---------- ----------
(2,426,760) (1,865,757)
---------- ----------
Gross profit 916,649 319,243
Distribution costs (schedule 1) 418,205 275,955
Administrative expenses (schedule 1) 982,486 782,792
---------- ----------
(1,400,691) (1,058,747)
---------- ----------
(484,042) (739,504)
Rents receivable 108,258 127,862
---------- ----------
108,258 127,862
---------- ----------
(375,784) (611,642)
INTEREST PAYABLE
Bank loans and overdrafts 23,089 73,724
Group company 369,723 264,515
Other loan 10,051 10,051
Hire purchase 4,706 14,656
Lease purchase 54,314 11,306
---------- ----------
(461,883) (374,252)
---------- ---------
Loss on ordinary activities (837,667) (985,894)
---------- ----------
---------- ----------
</TABLE>
14
<PAGE>
CHRYSALIS TELEVISION FACILITIES LIMITED
(FORMERLY AIRTV FACILITIES LIMITED)
Detailed profit and loss
AT 31 AUGUST 1992
<TABLE>
<CAPTION>
1992 1991
L L
<S> <C> <C>
DISTRIBUTION COSTS
Directors' remuneration 101,972 75,000
Pension costs 5,000 5,120
Salaries 97,948 77,733
Sales commission 8,015 -
Carriage 38,688 18,870
Travel and entertaining 75,758 37,662
Motor expenses 12,467 2,591
Depreciation 7,019 7,019
Advertising and marketing 52,904 28,463
Discounts allowed 356 -
Bad debts 18,078 23,497
---------- ----------
418,205 275,955
---------- ----------
---------- ----------
ADMINISTRATIVE EXPENSES
Corporate charge 26,400 24,000
Salaries 158,410 109,021
Pension costs 5,863 5,033
Rent and rates 272,285 213,698
Light and heat 71,925 63,100
Repairs and renewals 53,813 39,764
Telephone and pager 50,165 33,076
Printing, postage and stationery 36,390 23,852
Insurance 15,943 22,138
Leasing of equipment 7,297 6,748
Motor expenses 990 -
Depreciation and amortisation 173,160 136,801
Audit and accountancy 10,046 10,500
Legal and professional 7,523 5,189
Bank charges 908 296
Cleaning 25,162 23,284
General 16,269 15,203
Security 52,192 51,299
Discount received (2,255) (210)
---------- ----------
982,486 782,792
---------- ----------
---------- ----------
</TABLE>
15
<PAGE>
CHRYSALIS TELEVISION FACILITIES LTD.
BALANCE SHEET
at 28th February 1995
(amounts in thousands)
<TABLE>
<CAPTION>
L L
<S> <S> <C>
Fixed Assets
Tangible Fixed Assets 4,734
Investments 43
-------
4,777
Current assets
Stock 59
Debtors 1,334
Cash at Bank and in Hand 110
-------
1,503
Creditors
Amounts falling due within one year (4,789)
-------
Net Current Liabilities (3,286)
-------
Total Assets less Current Liabilities 1,491
Creditors
Amounts falling due after more than one year (359)
-------
1,132
-------
-------
Capital and Reserves
Called up Share Capital 1,600
Share Premium Account 474
Profit and Loss Reserve (942)
-------
1,132
-------
-------
</TABLE>
<PAGE>
CHRYSALIS TELEVISION FACILITIES LTD.
PROFIT AND LOSS ACCOUNT
for the six months ended
28th February 1995
(amounts in thousands)
<TABLE>
<CAPTION>
28 February 28 February
1995 1994
----------- -----------
L L
<S> <C> <C>
Turnover 3,319 2,930
Cost of Sales (2,163) (1,861)
--------- ---------
Gross Profit 1,156 1,069
Overheads:
Administration 243 254
Property 395 336
Sales and Marketing 113 117
Other 19 25
--------- ---------
Total Overheads 770 732
--------- ---------
Trading Profit 386 337
Other Income 114 18
--------- ---------
Profit before Interest and Taxation 500 355
Interest 175 163
--------- ---------
Profit before Taxation 325 192
Taxation 0 0
--------- ---------
Net profit 325 192
--------- ---------
--------- ---------
</TABLE>
<PAGE>
THE TODD-AO CORPORATION
Item 7(b)
Pro Forma Financial Information
THE TODD-AO CORPORATION AND
CHRYSALIS TELEVISION FACILITIES LTD.
PRO FORMA CONDENSED FINANCIAL STATEMENTS (Unaudited)
I. Balance Sheet as of February 28, 1995
II. Statements of income for the year ended August 31, 1994 and the six months
ended February 28, 1995.
III. Footnotes to Financial Statements
Todd-AO Europe Holding Ltd. (formerly FCB 1120 Ltd.)("Buyer"), a wholly
owned United Kingdom subsidiary of Todd-AO Corporation ("Todd-AO") purchased all
of the outstanding shares of Chrysalis Television Facilities Ltd. ("CTV")(a U.K.
Corporation) for cash and a note on March 16, 1995. Concurrently with the
acquisition, buyer advanced and paid on behalf of CTV its intercompany debt with
the seller. The following pro forma condensed financial information and
explanatory notes are presented to show the pro forma effect of the acquisition
of CTV on Todd-AO's historical results of operations. The acquisition is
reflected in the pro forma condensed financial information using the purchase
method of accounting.
The Pro Forma Condensed Balance Sheet as of February 28, 1995 assumes the
acquisition was consummated on that date. The Pro Forma Condensed Income
Statements assume the acquisition was consummated on September 1, 1993 as to the
twelve months ended August 31, 1994 and on September 1, 1994 for the six months
ended February 28, 1995. Such Pro Forma Condensed Financial Information is not
necessarily indicative of the financial position or results of operations as
they may be in the future or as they might have been had the acquisition been
effected on the assumed dates.
The Pro Forma Condensed Financial Information should be read in conjunction
with the historical financial statements and notes thereto of Todd-AO, the
audited historical financial statements and notes thereto of Chrysalis
Television Facilities Ltd. filed with this amendment to report, and the notes to
the Pro Forma Condensed Financial Information.
<PAGE>
THE TODD-AO CORPORATION
PRO FORMA CONDENSED BALANCE SHEET (Unaudited)
as of February 28,1995
(Dollars in thousands)
<TABLE>
<CAPTION>
Todd-AO Chrysalis Adjustments Consolidated
Todd-AO (1) Hold.(2) TV (3) Debit Credit Pro Forma
----------- -------- --------- ----- ------ ------------
ASSETS
- ------
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,711 $ 177 $ 264 [4] $ 2,624
Marketable securities - at cost 3,367 0 3,367
Trade receivables - net 8,524 1,748 10,272
Intercompany receivables $ 3,825 $ 3,313 [4] 7,138 [6] 0
Inventories 484 93 577
Other 1,243 67 1,310
--------- --------- --------- --------- --------- ---------
Total current assets 16,329 3,825 2,085 3,313 7,402 18,150
INVESTMENTS 1,684 5,530 0 4,677 [4] 10,207 [6] 1,684
PROPERTY AND EQUIPMENT - NET 27,826 7,667 1,628 [6]
684 [10] 37,805
OTHER ASSETS 433 0 433
--------- --------- --------- --------- --------- ---------
TOTAL $ 46,272 $ 9,355 $ 9,752 $ 10,302 $ 17,609 $ 58,072
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
</TABLE>
<PAGE>
THE TODD-AO CORPORATION
PRO FORMA CONDENSED BALANCE SHEET (Unaudited)
as of February 28,1995
(Dollars in thousands, except amounts per share)
<TABLE>
<CAPTION>
Todd-AO Chrysalis Adjustments Consolidated
Todd-AO (1) Hold.(2) TV (3) Debit Credit Pro Forma
----------- -------- --------- ----- ------ ------------
LIABILITIES AND SHAREHOLDERS EQUITY
- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 5,333 $ 811 $ 5 [5] $ 6,139
Current maturities of long-term debt 150 1,331 1,331 [5] 150
Capitalized lease obligations - current 629 647 1,276
Current portion of deferred gain 1,469 0 1,469
Other 471 0 471
--------- --------- --------- --------- --------- ---------
Total current liabilities 8,052 0 2,788 1,336 0 9,504
INTERCOMPANY DEBT 3,313 4,573 11,711 [5][6] 3,825 [5] (0)
LONG-TERM DEBT 1,137 1,364 149 7,726 [4] 10,376
CAPITALIZED LEASE OBLIGATIONS 608 425 1,033
DEFERRED COMPENSATION 520 0 520
DEFERRED GAIN ON
EQUIPMENT SALE 5,631 0 5,631
DEFERRED INCOME TAXES 1,966 0 684 [10] 2,650
SHAREHOLDERS EQUITY:
Common stock 1,851 3,329 3,329 [6] 1,851
Additional capital 15,070 4,677 0 6,733 [6] 2,096 [5] 15,070
Unrealized gains on marketable
securities and long-term investments 277 0 277
Retained earnings 11,160 (1,512) 1,512 [6] 11,160
--------- --------- --------- --------- --------- ---------
Total shareholders equity 28,358 4,677 1,817 10,102 3,608 28,358
--------- --------- --------- --------- --------- ---------
TOTAL $ 46,272 $ 9,354 $ 9,752 $ 23,149 $ 15,843 $ 58,072
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
</TABLE>
<PAGE>
THE TODD-AO CORPORATION
PRO FORMA CONDENSED STATEMENT OF INCOME
For the twelve months ended
August 31, 1994 (Unaudited)
(Dollars in thousands, except amounts per share)
<TABLE>
<CAPTION>
Todd-AO Chrysalis Adjustments Consolidated
Todd-AO (1) Hold.(2) TV (3) Debit Credit Pro Forma
----------- -------- -------- ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
REVENUES $ 32,892 $ 9,707 $ 42,599
COST AND EXPENSES
Operating costs and other expenses 27,021 6,255 33,276
Depreciation and amortization 2,603 2,401 $ 326 [10] 5,330
Interest 24 538 736 [8] $ 410 [7] 888
Other 443 0 443
--------- --------- --------- --------- --------- ---------
Total costs and expenses 30,091 0 9,193 1,062 410 39,937
--------- --------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAXES 2,801 514 (1,062) 410 2,662
INCOME TAXES 1,022 0 240 [9]
137 [10] 645
--------- --------- --------- --------- --------- ---------
INCOME (LOSS) FROM
OPERATIONS $ 1,779 $ 0 $ 514 $ (1,062) $ 787 $ 2,017
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
INCOME PER SHARE $ 0.24 $ 0.27
--------- ---------
--------- ---------
AVERAGE SHARES OUTSTANDING 7,450,616 7,450,616
--------- ---------
--------- ---------
</TABLE>
<PAGE>
THE TODD-AO CORPORATION
PRO FORMA CONDENSED STATEMENT OF INCOME
For the six months ended
February 28, 1995 (Unaudited)
(Dollars in thousands, except amounts per share)
<TABLE>
<CAPTION>
Todd-AO Chrysalis Adjustments Consolidated
Todd-AO (1) Hold.(2) TV (3) Debit Credit Pro Forma
----------- -------- --------- ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
REVENUES $ 18,835 $ 5,357 $ 24,192
COST AND EXPENSES
Operating costs and other expenses 16,533 3,375 19,908
Depreciation and amortization 1,570 1,334 $ 163 [10] 3,067
Equipment lease expense - net 149 0 149
Interest 100 281 368 [8] $ 211 [7] 538
Other 157 (154) 3
--------- --------- --------- --------- --------- ---------
Total costs and expenses 18,509 0 4,836 531 211 23,665
--------- --------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAXES 326 522 (531) 211 528
INCOME TAXES 36 0 120 [9]
69 [10] (153)
--------- --------- --------- --------- --------- ---------
INCOME (LOSS) FROM
OPERATIONS $ 290 $ 0 $ 522 $ (531) $ 400 $ 681
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
INCOME PER SHARE $ 0.04 $ 0.09
--------- ---------
--------- ---------
AVERAGE SHARES OUTSTANDING 7,586,673 7,586,673
--------- ---------
--------- ---------
</TABLE>
<PAGE>
THE TODD-AO CORPORATION
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (Unaudited)
[1] Condensed from audited financial statements included in the Todd-AO
Corporation Annual Report on Form 10-K for the year ended August 31, 1994.
[2] Acquisition entries for UK Holding Corp. formed for purpose of acquiring
Chrysalis Television Facilities (CTV) and other European acquisitions.
[3] Condensed from unaudited financial statements for the six months ended
February 28, 1995 and from audited financial statements for the year ended
August 31, 1994 for CTV (English pounds sterling converted to dollars using
exchange rate of $1.605).
[4] To record bank borrowings and cash used to acquire the entire issued share
capital of CTV as if the transaction were effected on February 28, 1995.
[5] To record payment of intercompany debt to seller; payment of long-term note
plus interest to Bank of Scotland; and contribution of portion of new
intercompany debt to capital.
[6] Elimination of intercompany receivables and payables and investment in
Todd-AO Europe Holding Ltd. and CTV. Recognition of Excess Purchase Price
arising from acquisition.
[7] To eliminate interest expense on intercompany debt and interest expense on
Bank of Scotland note.
[8] To adjust interest on borrowings from Company's institutional lender for
purchase of CTV ($7,726 @ 1 1/2% above Libor - est. 7 3/4%) and for note
due to seller ($1,364 @ 1 1/2% above prime rate of Westminster Bank, London
- est. 10%).
[9] To adjust income taxes for interest expense related to borrowing in the
U.S. U.K. income not subject to income tax due to carryover tax credits.
[10] To set up deferred income tax liability as a result of no tax benefit
arising from Excess Purchase Price. To record depreciation expense and
deferred income tax expense on Excess Purchase Price.
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