SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8 - KA
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) : AUGUST 4, 1995
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United Capital Corp.
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(Exact name of registrant as specified in its charter)
Delaware 1-10104 04-2294493
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
111 Great Neck Road, Suite 401, Great Neck, New York 11021
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(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 466-6464
N/A
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(Former name or former address, if changed since last report.)
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Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The Registrant hereby amends Item 7 of this Form 8-K by including
the requisite proforma financial information to reflect the discontinued
operations of Kentile, Inc.
(c) EXHIBIT NO. EXHIBITS
99 (a) ProForma Financial Information (filed herewith).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED CAPITAL CORP.
Dated: October 18, 1995 By: /S/ DENNIS S. ROSATELLI
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Dennis S. Rosatelli
Vice President and Chief Financial Officer
EXHIBIT NO. 99(a)
UNITED CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED PROFORMA BALANCE SHEETS
AS OF JUNE 30, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $2,356,426 $1,584,744
Marketable securities 81,691 594,070
Notes and accounts receivable, net 16,378,660 16,146,086
Inventories 8,109,640 8,955,097
Prepaid expenses and other current assets 643,570 4,564,311
Deferred income taxes 772,777 768,343
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Total current assets 28,342,764 32,612,651
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PROPERTY, PLANT AND EQUIPMENT, net 8,892,370 8,658,417
REAL PROPERTY HELD FOR RENTAL, net 69,311,768 75,071,300
NONCURRENT NOTES RECEIVABLE 3,334,362 696,228
OTHER ASSETS 4,730,157 4,964,593
DEFERRED INCOME TAXES 844,785 421,241
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Total assets $115,456,206 $122,424,430
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CURRENT LIABILITIES:
Current maturities of long-term debt $9,429,317 $9,597,459
Borrowings under revolving credit facilities 6,000,000 6,000,000
Accounts payable and accrued liabilities 15,983,129 18,491,609
Income taxes payable 2,160,910 1,919,570
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Total current liabilities 33,573,356 36,008,638
LONG-TERM LIABILITIES:
Long -term debt 47,561,168 48,864,413
Other long-term liabilities 8,357,983 8,262,403
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Total liabilities 89,492,507 93,135,454
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock 562,459 605,127
Additional paid-in capital 10,245,932 14,531,320
Retained earnings 15,102,052 14,090,666
Net unrealized gain on marketable securities, net of tax 53,256 61,863
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Total stockholders' equity 25,963,699 29,288,976
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Total liabilities and stockholders' equity $115,456,206 $122,424,430
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</TABLE>
See Accompanying Notes to Unaudited Proforma Financial Information
<PAGE>
UNITED CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED PROFORMA STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Proforma Proforma
Six Months Ended Twelve Months Ended
June 30, 1995 December 31, 1994
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<S> <C> <C>
REVENUES:
Net sales $32,443,593 $55,005,965
Rental revenues from real estate operations 11,047,124 21,987,956
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Total revenues 43,490,717 76,993,921
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COSTS AND EXPENSES:
Cost of sales 24,105,901 42,737,647
Real estate operations -
Mortgage interest expense 2,278,852 4,948,591
Depreciation expense 3,170,611 6,362,426
Other operating expenses 2,694,346 5,449,007
General and administrative expenses 3,989,153 7,128,586
Selling expenses 2,999,342 6,021,789
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Total costs and expenses 39,238,205 72,648,046
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Income from continuing operations 4,252,512 4,345,875
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OTHER INCOME (EXPENSE):
Interest expense, net of dividend and interest income (242,504) (532,370)
Other income and expense, net 1,306,241 2,819,493
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Total other income (expense) 1,063,737 2,287,123
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Income from continuing operations before income taxes 5,316,249 6,632,998
Provision for income taxes 2,324,000 3,012,000
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Income from continuing operations 2,992,249 3,620,998
DISCONTINUED OPERATIONS:
Loss from discontinued operations, net of income
tax benefit of $780,000 and $360,000 respectively (1,512,961) (688,354)
Provision for disposition, net of income tax benefit of
$2,040,000 and $1,800,000, respectively (3,960,000) (3,492,098)
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Loss from discontinued operations, net of tax (5,472,961) (4,180,452)
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Net loss ($2,480,712) ($559,454)
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Loss per share:
Income from continuing operations $ .50 $ .59
Loss from discontinued operations, net of tax (.91) (.68)
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Net loss ($ .41) ($ .09)
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Weighted average number of common shares outstanding 6,006,982 6,169,031
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</TABLE>
See Accompanying Notes to Unaudited Proforma Financial Information
<PAGE>
UNITED CAPITAL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED PROFORMA FINANCIAL INFORMATION
Note 1.
The accompanying unaudited consolidated proforma balance sheets and
statements of operations are intended to represent the effects of the
disposition of the Registrant's investment in Kentile, Inc. ("Kentile") as of
the respective dates of such statements, and do not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles.
The accompanying proforma financial information is not necessarily
indicative of the actual results that would have occurred had the disposition
occurred as of such dates.
Note 2.
In August 1995 the operations of the Registrant's Kentile subsidiary
ceased when its raw material stocks were exhausted resulting from an
unwillingness of major trade suppliers of Kentile to extend further credit. The
attached unaudited consolidated proforma balance sheets and statements of
operations assume that the operations of Kentile were discontinued and disposed
of as of the respective dates of such statements. The provision for disposition
in the attached unaudited consolidated statements of operations includes
estimated costs of disposition. Additional costs could be incurred as the
Registrant moves forward in this matter, including disposition of the assets of
Kentile, and management will continue to monitor these developments. Net sales
of Kentile during the six months ended June 30, 1995 were $16,271,000 as
compared to $29,894,000 for the period from March 14, 1994, the date of
acquisition, to December 31, 1994.
