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