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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 26, 2000
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UNITEL VIDEO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8654 23-1713238
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
555 WEST 57TH STREET, NEW YORK, NEW YORK 10019
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(Address of principal executive offices) (Zip Code)
212-265-3600
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address,
if Changed Since last report)
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Unitel Video, Inc. (the "Company") hereby amends Item 7 of its Current
Report on Form- 8-K filed with the Securities and Exchange Commission on
June 8, 2000 to read in its entirety as follows:
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired:
Not applicable
(b) Pro forma financial information:
In connection with the filing of a Current Report on Form 8-K on
June 8, 2000, the Company hereby amends this Item 7 by including the
following pro forma financial information:
Pro Forma Consolidated Balance Sheet as of May 31, 1999
Pro Forma Consolidated Statements of Operations for the nine months
ended May 31, 1999
Pro Forma Consolidated Statements of Operations for the year ended
August 31, 1998
Notes to Pro Forma Consolidated Financial Statements
(c) Exhibits:
*2.1 Asset Purchase Agreement, dated March 20, 2000, between the
Company and NEP Supershooters, Inc.
*2.2: First Amendment to Asset Purchase Agreement, dated May 17,
2000, between the Company and NEP Supershooters, Inc.
*99.1:The Company's press release, dated May 30, 2000
*99.2:Order authorizing and approving the Asset Purchase Agreement,
the sale of certain of the Company's mobile division assets and all
other transactions necessary to consummate the sale, entered May 8,
2000 by the United States Bankruptcy Court for the District of
Delaware.
*Previously filed
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SIGNATURES
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, thereunto duly authorized.
UNITEL VIDEO, INC.
Date: August 7, 2000 BY: /s/ JOEL GETZLER
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Joel Getzler
President
Getzler & Co., Inc.
for Unitel Video, Inc.
2
<PAGE>
PRO FORMA
FINANCIAL INFORMATION(6)
The pro forma financial information contained herein reflects the
transactions described herein on certain of the financial information
included in the Company's Quarterly Report on Form 10-Q for the periods ended
May 31, 1999 (the "May 10-Q") and in the Company's Annual Report on Form 10-K
for the year ended August 31, 1998 (the "1998 10-K"), which are the most
recent Quarterly and Annual Reports, respectively, filed by the Company under
the Securities Exchange Act of 1934, as amended. Except as described in Note
(6) to the Notes to Pro Forma Consolidated Financial Statements, the Company
has not prepared the pro forma financial statements with respect to any
periods subsequent to those covered by the May 10-Q and the 1998 10-K, as
required by the rules of the Securities and Exchange Commission, as it has
not filed any Form 10-Q's subsequent to the filing of the May 10-Q or Form
10-K's subsequent to the filing of the 1998 10-K. The Pro Forma Consolidated
Balance Sheet reflects the consolidated balance sheet of the Company as of
May 31, 1999 as if the disposition of the Company's two digital mobile video
vehicles and related equipment and personal property (the "Assets") had been
consummated on May 31,1999. The Pro Forma Consolidated Statements of
Operations for the nine months ended May 31, 1999 and the year ended August
31, 1998 reflect the consolidated results of operations of the Company as if
the disposition of the Assets had been consummated on September 1, 1997. Also
included in narrative form in Note (6) of the Notes to Pro Forma Consolidated
Financial Statements is certain pro forma consolidated balance sheet and pro
forma consolidated statements of operations information for the year ended
August 31, 1999 as if the disposition of the Assets had occurred on September
1, 1998 for statements of operations presentation.
The pro forma information does not purport to be indicative of the
financial position or results of operations of the Company that would have
been attained had the disposition of the Assets occurred on the dates
indicated or of future results of operations of the Company. The Pro Forma
Consolidated Financial Statements contained herein should be read in
conjunction with the separate unaudited and audited financial statements and
notes thereto of the Company included in the May 10-Q and the 1998 10-K.
3
<PAGE>
PRO FORMA CONSOLIDATED BALANCE SHEETS
May 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Mobile Asset Proforma
Disposition (1) Adjustments
Historical & (2) (3) Proforma
---------- --------------- ----------- --------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 91,000 $ 91,000
Accounts receivable, net 4,217,000 4,217,000
Other receivables 70,000 70,000
Prepaid income taxes 199,000 199,000
Prepaid expenses 343,000 343,000
Deferred tax asset 312,000 312,000
------------ ------------- ----------- -----------
Total current assets 5,232,000 0 5,232,000
Property & equipment, at cost (3)&(4)
Land, buildings and improvements 24,114,000 24,114,000
Video equipment 78,452,000 11,137,000 67,315,000
Furniture and fixtures 1,614,000 1,614,000
------------ ------------- ----------- -----------
104,180,000 0 11,137,000 93,043,000
Less: Accumulated depreciation
and amortization 58,402,000 2,385,000 56,017,000
------------ ------------- ----------- -----------
45,778,000 0 8,752,000 37,026,000
Deferred tax asset 2,157,000 2,157,000
Goodwill 1,479,000 1,479,000
other assets 2,111,000 2,111,000
------------ ------------- ----------- -----------
$ 56,757,000 $ 0 $ 8,752,000 $48,005,000
------------ ------------- ----------- -----------
------------ ------------- ----------- -----------
</TABLE>
See Notes to Pro Forma Consolidated Financial Statements
<PAGE>
PRO FORMA CONSOLIDATED BALANCE SHEETS
May 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Mobile Asset Proforma
Disposition (1) Adjustments
Historical & (2) (3) Proforma
---------- --------------- ----------- --------
<S> <C> <C> <C> <C>
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 6,769,000 $ 970,000 $ 5,799,000
Accrued expenses 1,921,000 1,921,000
Payroll benefits and related items 869,000 869,000
Current maturities of long-term debt 14,072,000 14,072,000
Current maturities of subordinated debt 2,171,000 2,171,000
Current maturities of capital lease
obligations 3,411,000 3,411,000
----------- --------- ---------- ------------
Total current liabilities 29,213,000 970,000 0 28,243,000
Deferred rent 3,000 3,000
Long term debt, less current maturities 19,807,000 6,000,000 13,807,000
Long term leases, less current maturities 2,448,000 2,448,000
Accrued retirement 949,000 949,000
Stockholders equity
Common stock, par value $0.01 per share
Authorized 5,000,000 shares
Issued 3,545,604 shares, and
Outstanding 2,714,866 shares 27,000 27,000
Additional paid-in-capital 27,285,000 27,285,000
Accumulated deficit (15,330,000) (970,000) 2,752,000 (17,112,000)
Common stock held in treasury,
at cost (830,739 shares) (7,645,000) (7,645,000)
----------- --------- ---------- ------------
Total stockholders' equity/(deficit) 4,337,000 (970,000) 2,752,000 2,555,000
----------- --------- ---------- ------------
$56,757,000 $ 0 $8,752,000 $ 48,005,000
----------- --------- ---------- ------------
----------- --------- ---------- ------------
</TABLE>
See Notes to Pro Forma Consolidated Financial Statements
<PAGE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MAY 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Mobile Asset Proforma
Disposition (1) Adjustments
Historical & (2) (3) Proforma
---------- --------------- ----------- --------
<S> <C> <C> <C> <C>
Sales $33,899,000 $3,990,000 $ 29,909,000
Cost of sales
Production costs 22,885,000 2,561,000 20,324,000
Depreciation and amortization 6,392,000 1,185,000 5,207,000
----------- --------- ------------
29,277,000 3,746,000 25,531,000
----------- --------- ------------
----------- --------- ------------
Gross Profit 4,622,000 244,000 4,378,000
Operating expenses
Selling 723,000 13,000 710,000
General and administrative 4,271,000 411,000 3,860,000
Interest (5) 3,475,000 790,000 2,685,000
----------- --------- ----------- ------------
8,469,000 0 1,214,000 7,255,000
----------- --------- ----------- ------------
----------- --------- ----------- ------------
(Loss) from operations (3,847,000) 244,000 (1,214,000) (2,877,000)
Income taxes (38,000) (38,000)
----------- --------- ---------- ------------
Net loss available to common stockholders ($3,885,000) $ 244,000 ($1,214,000) ($2,915,000)
----------- --------- ----------- ------------
----------- --------- ----------- ------------
Loss per common share - basic
and diluted ($1.43) ($1.07)
Weighted average of common and
common equivalent shares
outstanding 2,714,000 2,714,000
----------- --------- ----------- ------------
----------- --------- ----------- ------------
</TABLE>
See Notes to Pro Forma Consolidated Financial Statements
<PAGE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
Mobile Asset Proforma
Disposition (1) Adjustments
Historical & (2) (3) Proforma
---------- --------------- ----------- --------
<S> <C> <C> <C> <C>
Sales $51,699,000 $4,453,000 $47,246,000
Cost of sales
Production costs 35,769,000 3,081,000 32,688,000
Depreciation & amortization 8,938,000 770,000 8,168,000
----------- --------- ------------
44,707,000 3,851,000 40,856,000
----------- --------- ------------
----------- --------- ------------
Gross Profit 6,992,000 602,000 6,390,000
Operating expenses
Selling 1,339,000 115,000 1,224,000
General and administrative 6,558,000 565,000 5,993,000
Interest (5) 4,127,000 1,039,000 3,088,000
Merger agreement costs 685,000 685,000
----------- --------- ----------- ------------
12,709,000 1,719,000 10,990,000
----------- --------- ----------- ------------
----------- --------- ----------- ------------
Loss from operations (5,717,000) 602,000 (1,719,000) (4,600,000)
Other Income 345,000 345,000
Income taxes (37,000) (37,000)
----------- --------- ----------- ------------
Net loss available to common stockholders ($5,409,000) $ 602,000 ($1,719,000) ($4,292,000)
----------- --------- ----------- ------------
----------- --------- ----------- ------------
Loss per common share - basic
and diluted ($2.01) ($1.60)
Weighted average of common and
common equivalent shares
outstanding 2,687,000 2,687,000
----------- --------- ----------- ------------
----------- --------- ----------- ------------
</TABLE>
See Notes to Pro Forma Consolidated Financial Statements
<PAGE>
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The Pro Forma Consolidated Financial Statements reflect the sale of the
Assets to NEP Supershooters, Inc. and the use of the proceeds to repay
certain of the Company's secured debt as if such transactions occurred on
May 31, 1999 for the presentation in the pro forma consolidated balance
sheet set forth herein and as of September 1, 1997 for the presentation in
each of the pro forma consolidated statements of operations set forth
herein.
(2) Expenses have been pro-rated to sales of the Assets. The loss from
operations has been adjusted against accounts payable, pending the
disposition of the other assets of the Company's mobile unit.
(3) Increase (decrease) in Balance Sheet accounts.
<TABLE>
<CAPTION>
Current
maturities of
Calculation of long term Net property
estimated loss debt equipment Equity
<S> <C> <C> <C> <C>
Proceeds, net of
expenses $ 6,000,000 $6,000,000
Net book value of
assets sold $ 8,752,000 $8,752,000
-----------
Net loss on sale of assets ($2,752,000) ($2,752,000)
-----------
-----------
---------- ---------- -----------
$6,000,000 $8,752,000 ($2,752,000)
---------- ---------- -----------
---------- ---------- -----------
</TABLE>
The long term debt repaid with the proceeds from the sale of the Assets
includes amounts owing to Heller Financial and the Machinery & Equipment Loan
Fund of the Commonwealth of Pennsylvania and excludes the repayment of any
debt and satisfaction of any obligations owed under leases.
(4) The Pro Forma Consolidated Balance Sheet as on May 31, 1999 presented
reflects the disposition of the net book value of the Assets as of May 31,
1999, net of the proceeds received from asset sales.
(5) The Pro Forma Consolidated Statements of Operations for the periods
presented reflect the repayment of debt as of the beginning of the periods
being presented resulting in the decrease in interest expense for such
periods.
(6) The Asset sale and disposition described herein if reflected in the
Company's consolidated balance sheet as at August 31, 1999 would have
resulted in decrease of net property and equipment of $8,752,000, a
decrease in total assets of $8,752,000, a decrease in current liabilities
of $970,000, and an increase in stockholders' deficit of $1,783,000. The
Asset sale and disposition described herein if reflected in the
Company's consolidated statement of operations at September 1, 1998 would
have resulted in a decrease in the loss per common share basic and diluted
of $0.36, and a decrease in interest of $790,000 to reflect the repayment
of $6,000,000 of indebtedness as of September 1, 1998.
