SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
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):
DECEMBER 8, 1999
UNITEL VIDEO, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-8654 23-1713238
------------ --------- ------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File 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)
FORM 8-K UNITEL VIDEO, INC.
(File no. 1-8654) Page 2 of 3
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Unitel Video, Inc. (the "Company") hereby amends Item 7 of its Current Report on
Form 8-K dated December 22, 1999 to read in its entirety as follows:
ITEM 7. FINANCIAL STATEMENTS 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
December 22, 1999, 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(A) Letter agreement dated June 18, 1999 between Joseph Finn Co.,
Inc. and Unitel Video, Inc.
*2.1(B) Guaranteed Sale Agreement dated as of October 13, 1999 between
Unitel Video, Inc. and Michael Fox International, Inc. and Rabin
Brothers, as amended by letter agreement dated October 15, 1999 between
Michael Fox International, Inc. and Unitel Video, Inc.
*99.1: Unitel Video, Inc. Press Release dated September 28, 1999.
FORM 8-K UNITEL VIDEO, INC.
(File no. 1-8654) Page 3 of 3
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Upon the request of the Securities and Exchange Commission, the Company
agrees to furnish to the Commission a copy of any schedule or exhibit
to the Joseph Finn Letter Agreement or the Michael Fox/Rabin Agreement
omitted from the copy of such agreement filed herewith as Exhibit Nos.
2.1(A) and 2.1(B), respectively.
* Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITEL VIDEO, INC.
Date: February 18, 2000 By: /s/ Ira Glazer
--------------
Ira Glazer
Getzler & Co., Inc., consultant
for Unitel Video, Inc.
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
*2.1(A) Letter Agreement dated June 18, 1999 between Joseph
Finn Co., Inc. and Unitel Video, Inc.
*2.1(B) Guaranteed Sale Agreement dated as of October 13,
1999 (the "Michael Fox/Rabin Agreement") between
Unitel Video, Inc. and Michael Fox International,
Inc. and Rabin Brothers, as amended by letter
agreement dated October 15, 1999 between Michael Fox
International, Inc. and Unitel Video, Inc.
*99.1 Unitel Video, Inc. Press Release dated September 28,
1999
* Previously filed
PRO FORMA
FINANCIAL INFORMATION
On September 3, 1999, the Company and its domestic subsidiaries filed voluntary
petitions seeking protection under Chapter 11 of the United States Bankruptcy
Code. Subsequent to the filing, and as disclosed in the Form 12b-25 Notification
of Late Filing filed by the Company on November 29, 1999, the Company submitted
to the Securities and Exchange Commission (the "Commission") a request of the
Division of Corporation Finance (the "Division") of the Commission to confirm
that the Division would not recommend enforcement action against the Company if
the Company implemented the modified Securities Exchange Act of 1934 (the
"Exchange Act") reporting procedures described in such request. Pending the
Division's response, the Company did not file with the Commission any annual or
quarterly reports required to be filed under the Exchange Act. Accordingly, each
of the Quarterly Report on Form 10-Q for the nine months ended May 31, 1999 (the
"May 10-Q") and the Annual Report on Form 10-K for the year ended August 31,
1998 (the "1998 10-K") is the most recent quarterly and annual report,
respectively, filed by the Company under the Exchange Act. The Division has
recently informed the Company that it will not grant the Company's request to
implement the modified Exchange Act reporting procedures described in the
aforementioned request and the Company is currently endeavoring to prepare and
file the Company's Annual Report on Form 10-K for the year ended August 31, 1999
and Quarterly Report on Form 10-Q for the three months ended November 30, 1999
which have not been filed by the Company.
The pro forma financial information contained herein reflects the transactions
described herein on the financial information included in the May 10-Q and the
1998 10-K. Except as set forth in note (7) of 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 Commission, for the
reasons described above. The Pro Forma Consolidated Balance Sheet reflects the
consolidated balance sheet of the Company as of May 31, 1999 as if the
disposition of assets from the Company's Editel Los Angeles and Unitel Post 38
divisions and the closure of such divisions 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 assets from and
closure of such divisions had been consummated on September 1, 1997. Also
included in narrative form in note (7) of 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 subject transactions had occurred at August 31, 1999
for balance sheet presentation and 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 subject transactions occurred on the dates indicated nor of future
results of operations of the Company. The pro forma consolidated financial
statements should be read in conjunction with the separate unaudited and audited
financial statements and notes thereto of Unitel Video, Inc. included in the May
10-Q and the 1998 10-K.
PRO FORMA CONSOLIDATED BALANCE SHEETS
MAY 31, 1999
(Unaudited)
Editel Closure Post 38 Closure
& Asset & Asset Proforma
Historical Disposition (1&2) Disposition (1&2) Adjustments(2) Proforma
---------- ----------------- ----------------- -------------- ----------
ASSETS
Current Assets:
Cash $ 91,000 $191,000 $ 282,000
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 0 191,000 5,423,000
Property and equipment-at cost(3)
Land, buildings and improvements 24,114,000 0 786,000 23,328,000
Video equipment 78,452,000 11,599,000 10,355,000 56,498,000
Furniture and fixtures 1,614,000 312,000 361,000 941,000
------------ ----------- ----------- -------- -----------
104,180,000 11,911,000 11,502,000 0 80,767,000
Less accumulated depreciation
and amortization 58,402,000 7,709,000 7,538,000 43,155,000
------------ ----------- ----------- -------- -----------
45,778,000 4,202,000 3,964,000 0 37,612,000
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 $ 4,202,000 $ 3,964,000 $191,000 $48,782,000
============ =========== =========== ======== ===========
See Notes to Pro Forma Consolidated Financial Statements
PRO FORMA CONSOLIDATED BALANCE SHEETS
MAY 31, 1999
(Unaudited)
Editel Closure Post 38 Closure
& Asset & Asset Proforma
Historical Disposition (1&2) Disposition (1&2) Adjustments(2) Proforma
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 6,769,000 ($103,000) $ 6,666,000
Accrued expenses 1,921,000 (115,000) 1,806,000
Payroll, benefits and related items 869,000 869,000
Current maturities of long-term
debt 14,072,000 (2,620,000) 11,452,000
Current maturities of subordinated
debt 2,171,000 2,171,000
Current maturities of capital
lease obligations 3,411,000 (155,000) 3,256,000
------------ ------------ ------------ -------- ----------
Total current liabilities 29,213,000 0 0 (2,993,000) 26,220,000
Deferred rent 3,000 3,000
Long-term debt, less current
maturities 19,807,000 19,807,000
Long-term leases, less current
maturities 2,448,000 2,448,000
Accrued retirement 949,000 949,000
Stockholders' equity:
Common stock, par value
$.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) 4,202,000 3,964,000 3,184,000 (20,312,000)
Common stock held in treasury,
at cost (830,738 shares) (7,645,000) (7,645,000)
------------ ----------- ------------ --------- ------------
Total stockholders' equity/
(deficit) 4,337,000 4,202,000 3,964,000 3,184,000 (645,000)
------------ ----------- ------------ --------- ------------
$56,757,000 $ 4,202,000 $ 3,964,000 $ 191,000 $ 48,782,000
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See Notes to Pro Forma Consolidated Financial Statements
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MAY 31, 1999
(Unaudited)
Editel Post 38
Editel Post 38 Asset Asset Proforma
Historical Closure(4) Closure(4) Disposition(5) Disposition(5) Adjustments(6) Proforma
---------- ---------- ---------- -------------- -------------- -------------- -----------
Sales $33,899,000 $7,253,000 $6,274,000 $20,372,000
Cost of Sales:
Production costs 22,885,000 5,461,000 4,540,000 12,884,000
Depreciation 6,392,000 1,582,000 609,000 4,542,000 1,329,000 10,072,000
----------- ---------- ---------- -------------- -------------- -------------- ----------
29,277,000 7,043,000 5,149,000 4,542,000 1,329,000 0 22,956,000
----------- ---------- ---------- -------------- -------------- -------------- ----------
Gross Profit 4,622,000 210,000 1,125,000 (4,542,000) (1,329,000) 0 (2,584,000)
Operating expenses:
Selling 723,000 162,000 397,000 164,000
General and administrative 4,271,000 904,000 403,000 2,964,000
Interest 3,475,000 0 0 (255,000) 3,220,000
----------- ---------- ---------- -------------- -------------- -------------- ----------
8,469,000 1,066,000 800,000 0 0 (255,000) 6,348,000
----------- ---------- ---------- -------------- -------------- -------------- ----------
Loss from operations (3,847,000) (856,000) 325,000 (4,542,000) (1,329,000) 255,000 (8,932,000)
Income taxes 38,000 0 0 38,000
----------- ---------- ---------- -------------- -------------- -------------- ----------
Net loss available to
common stockholders ($3,885,000) ($856,000) $325,000 ($4,542,000) ($1,329,000) $255,000 ($8,970,000)
----------- ---------- ---------- -------------- -------------- -------------- ----------
----------- ---------- ---------- -------------- -------------- -------------- ----------
Loss per common share-basic ($1.43) ($3.31)
and diluted
Weighted average of common and
common equivalent shares
outstanding 2,714,000 2,714,000
----------- ----------
----------- ----------
See Notes to Pro Forma Consolidated Financial Statements
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 1998
(Unaudited)
Editel Post 38
Editel Post 38 Asset Asset Proforma
Historical Closure (4) Closure (4) Disposition (5) Disposition (5) Adjustments(6) Proforma
---------- ----------- ----------- --------------- --------------- ------------ ---------
Sales $51,699,000 $13,018,000 $5,689,000 $32,992,000
Cost of Sales:
Production costs 35,769,000 8,498,000 4,632,000 22,639,000
Depreciation 8,938,000 2,549,000 812,000 4,542,000 1,329,000 11,448,000
----------- ----------- ---------- ----------- ----------- --------- -----------
44,707,000 11,047,000 5,444,000 4,542,000 1,329,000 0 34,087,000
----------- ----------- ---------- ----------- ----------- --------- -----------
Gross Profit 6,992,000 1,971,000 245,000 (4,542,000) (1,329,000) 0 (1,095,000)
Operating expenses:
Selling 1,339,000 289,000 374,000 676,000
General and administrative 6,558,000 1,097,000 494,000 4,967,000
Interest 4,127,000 0 0 (289,000) 3,838,000
Merger Agreement Costs 685,000 685,000
----------- ----------- ---------- ----------- ----------- --------- -----------
12,709,000 1,386,000 868,000 0 0 (289,000) 10,166,000
----------- ----------- ---------- ----------- ----------- --------- -----------
Loss from operations (5,717,000) 585,000 (623,000) (4,542,000) (1,329,000) 289,000 (11,261,000)
Other income 345,000 345,000 0
Income taxes 37,000 0 0 37,000
----------- ----------- ---------- ----------- ----------- --------- -----------
Net loss available to
common stockholders ($5,409,000) $585,000 ($278,000) ($4,542,000) ($1,329,000) $289,000 ($11,298,000)
----------- ----------- ---------- ----------- ----------- --------- -----------
----------- ----------- ---------- ----------- ----------- --------- -----------
Loss per common share-basis
and diluted ($2.01) ($4.20)
Weighted average of common and
common equivalent shares
outstanding 2,687,000 2,687,000
----------- ---------
----------- ---------
See Notes to Pro Forma Consolidated Financial Statements
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) The Pro Forma Consolidated Balance Sheet reflects the closure of the
Company's Editel Los Angeles and Unitel Post 38 divisions and the
disposition of certain equipment from such divisions to various buyers
and the resulting repayment of the Company's current maturities of
long-term debt, capital leases, accounts payable and accrued expenses
with a portion of the proceeds used for working capital purposes as if
such events had occurred on May 31, 1999.
(2) The Pro Forma Consolidated Balance Sheet includes the following
adjustments to reflect the closure of and disposition of assets from the
Company's Editel Los Angeles and Unitel Post 38 divisions as if these
events occurred on May 31, 1999. The difference between the proceeds
reference in Item 2 of this Form 8-K and the total proceeds of
$3,184,000 set forth below is attributable to expenses of the Unitel Post
38 auction offset by sales of leased equipment with respect to which
information was not previously available.
Increase (Decrease) in Balance Sheet Accounts
Calculation Current Maturities Current Maturities
of Estimated of Long Term Of Capital Lease Other Current Net Property
Loss Cash Debt Obligations Liabilities & Equipment Equity
Proceeds, net of
expenses $3,184,000 $191,000 ($2,620,000) ($155,000) ($218,000)
Net book value of
assets disposed ($8,166,000) ($8,166,000)
------------
Net loss ($4,982,000) ($4,982,000)
------------
------------
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Balance sheet totals $191,000 ($2,620,000) ($155,000) ($218,000) ($8,166,000) ($4,982,000)
----------- ------------- -------------- ----------- ------------- -----------
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(3) Unsold equipment from the Company's Editel Los Angeles division is stored
at the Company's owned building in Los Angeles. Unsold equipment from
the Company's Unitel Post 38 division is maintained in storage in New
York City since the Company vacated the leased premises that had been
occupied by the Unitel Post 38 business in December 1999.
(4) The Pro Forma Consolidated Statements of Operations for the periods
presented reflect the elimination of operations for such periods, other
than allocated interest and corporate general and administrative
expenses, except as indicated in note (6).
(5) The Pro Forma Consolidated Statements of Operations for the periods
presented reflect the disposition of the net book value of the assets as
of September 1, 1997 net of the proceeds received from asset sales.
(6) 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 a decrease in interest expense for
such periods.
(7) Asset sales and disposals subsequent to August 31, 1999 if reflected in
the Company's consolidated balance sheet at August 31, 1999 would have
resulted in a decrease in net property and equipment of $5,400,000, a
decrease in total assets of $5,207,000, a decrease in current
liabilities of $2,262,000, and an increase in stockholders' deficit of
$2,945,000. Asset sales and disposals subsequent to August 31, 1999 and
the closure of the Company's Editel Los Angeles and Unitel Post 38
divisions if reflected in the Company's consolidated statements of
operations at September 1, 1998 would have resulted in a decrease in the
net loss for the year ending August 31, 1999 by $201,000, a decrease in
the loss per common share basic and diluted of $.08, and a decrease in
interest of $306,000 to reflect the repayment of $2,890,000 of
indebtedness as of September 1, 1998.