SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
|_| TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 1-11976
UNAPIX ENTERTAINMENT, INC.
---------------------------------------
(Exact name of small business issuer as
specified in charter)
Delaware 95-4404537
------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification number)
200 Madison Avenue
New York, NY 10016
----------------------------------------
(Address of principal executive offices)
212-252-7600
---------------------------
(Issuer's Telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes |X| No |_|
As of May 6, 1997 there were 5,688,762 shares of the Company's common stock
outstanding.
Exhibits begin on page 16
UNAPIX ENTERTAINMENT, INC.
Consolidated Balance Sheet
(In thousands, except per share amounts)
March 31,
1997
----------
ASSETS
Cash and equivalents $ 284
Accounts receivable- trade, net of allowances of $1,014 11,652
Film costs, net 19,307
Product inventory 673
Property and equipment, net 592
Other assets, including related party receivables of $32 2,829
Excess of cost over net assets acquired 2,107
----------
Total Assets $37,444
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities :
Accounts payable and accrued expenses $ 7,295
Deferred income taxes 311
Royalty payable 3,647
Bank line of credit 1,695
Acquisition fund payable 1,009
Variable rate senior subordinated notes 2,804
10% convertible subordinated notes 6,098
----------
Total Liabilities $ 22,859
----------
Stockholders' Equity :
Common stock $.01 par value per share; 20,000 authorized; 5,675
shares issued and outstanding 57
Cumulative convertible series A 8% preferred stock, $.01 par
value per share; 3,000 authorized; 538 issued and
outstanding (aggregate liquidation preference of $1,616) 5
Additional paid-in capital 16,801
Notes receivable from equity sales (2,030)
Accumulated deficit (248)
----------
Total Stockholders' Equity $ 14,585
----------
Total Liabilities and Stockholders' Equity $ 37,444
==========
See accompanying notes to consolidated financial statements
Page 2
UNAPIX ENTERTAINMENT, INC.
Consolidated Statements of Operations
(In thousands, except per share amounts)
For the Three Months Ended March 31
1997 1996
---- ----
Revenues:
Licensing and distribution $ 2,809 $ 1,194
Home video 3,628 4,038
------------ ------------
6,437 5,232
------------ ------------
Operating costs:
Licensing and distribution 1,932 760
Home video 2,417 2,560
General and administrative expenses 1,535 1,507
------------ ------------
5,884 4,827
------------ ------------
Income from operations 553 405
Interest expense and financing expense, net (152) (14)
------------- -------------
Income before taxes $ 401 $ 391
------------ ------------
Provision for income taxes 165 162
------------ ------------
Net income $ 236 $ 229
============ ============
Net income per common share $ 0.04 $ 0.03
============ ============
Average number of common shares outstanding 5,382 5,220
============ ============
See accompanying notes to consolidated financial statements
Page 3
UNAPIX ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows
(In thousands)
For the Three Months Ended March 31,
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 236 $ 229
Adjustments to reconcile net income to net cash used by operating
activities:
Amortization and depreciation 2,425 1,845
Deferred income taxes 182 152
Accretion of debentures discount 16 9
Loss on disposal of assets - 2
(Increase) decrease in accounts receivable, net (1,498) 587
Film cost expenditures (4,818) (4,049)
Decrease (increase) in product inventory 16 (6)
Increase in other assets (625) (145)
Increase in accounts payable and
accrued expenses 1,705 91
Increase in royalties payable 878 553
--------- ---------
Total cash flows used by operating activities (1,483) (732)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (136) (56)
Acquisition of subsidiary (707) -
--------- ---------
Total cash flows used by investing activities (843) (56)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from 10% convertible notes private placement 500 -
Net borrowings under bank line of credit 1,387 -
Proceeds from employee notes receivable 3 -
Proceeds from warrant and option exercises 103 -
Private placement expenditures (42) (24)
---------- ----------
Total cash flows from financing activities $ 1,951 $ (24)
--------- ----------
See accompanying notes to consolidated financial statements
Page 4
UNAPIX ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows (continued)
(In thousands)
For the Three Months Ended March 31
1997 1996
---- ----
NET DECREASE IN CASH AND EQUIVALENTS $ (375) $ (812)
CASH AND EQUIVALENTS AT BEGINNING OF
PERIOD 659 2,028
--------- -----------
CASH AND EQUIVALENTS AT END OF PERIOD $ 284 $ 1,216
========= ===========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Conversion of accrued liability to acquisition fund payable 71 77
Stock issued for acquisition 1,400 -
Warrants issued 33 -
--------- -----------
$ 1,504 $ 77
========= ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 25 $ 151
========= ===========
Cash paid for taxes $ 18 $ 9
========= ===========
See accompanying notes to consolidated financial statements
Page 5
UNAPIX ENTERTAINMENT, INC.
Notes to Consolidated Financial Statements
March 31, 1997
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Unapix
Entertainment, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended March 31, 1997 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's Form 10-KSB for the year ended December 31, 1996.
2. Financing
On May 2, 1997, Unapix Entertainment, Inc. (the "Company"), A Pix Entertainment
("A Pix") and Miramar Images, Inc., the Company's wholly-owned subsidiary
("Miramar;" collectively, the Company, A Pix and Miramar are referred to as
"Borrowers"), entered into a credit facility (the "Facility") with Imperial Bank
(the "Bank") providing for borrowings of up to $7,000,000. Loans are extended
and required to be repaid based upon the Company's outstanding accounts
receivable and other contractual rights to payment. Interest on the outstanding
loan balance accrues at a rate of 1.25% per annum in excess of the Bank's
publicly announced prime rate. The Borrowers were required to pay a facility fee
of $87,500, and are also required to pay an unused line fee at a rate equal to
.5% per annum of the amount by which $7,000,000 exceeds the average daily loan
balance during any calendar quarter.
The term of the Facility expires on September 30, 1998. Outstanding amounts
under the Facility are secured by a security interest in substantially all of
the Borrowers' assets. The Facility contains restrictive covenants that require
minimum tangible net worth. The covenants also, among other things, prohibit the
payment of cash dividends on the Company's common stock, and limit (a) the
Company's ratio of debt to net worth on a consolidated basis, (b) the amount of
costs that the Company can incur in producing, financing or acquiring
entertainment properties, (c) the amount of costs and expenses that the
Borrowers may incur with respect to theatrical releases of films, and (d) the
Borrowers incurring losses for two consecutive quarters.
The Facility replaces the Company's previous credit facility with Atlantic Bank
of New York that permitted borrowings of up to $2,500,000 (the "Atlantic
Facility"). Proceeds from the Facility were utilized to repay the Atlantic
Facility in full. Other proceeds from loans under the Facility have been, and
will be, used for working capital purposes, including enabling the Borrowers to
acquire distribution rights with respect to entertainment programming.
In February 1997, the Company commenced a private offering of Units, each
consisting of: (i) a $250,000 principal amount 10% Convertible Subordinated Note
due June 30, 2003 convertible into the Company's common stock, par value $.01
per share ("Common Stock") at a price of $4.50 per share (a "Note"); and
Page 6
UNAPIX ENTERTAINMENT, INC.
Notes to Consolidated Financial Statements
March 31, 1997
2. Financing (continued)
(ii) Warrants to purchase 25,000 shares of the Common Stock, at an exercise
price of $6.00 per share ("Warrant"), expiring June 30, 2003. The Warrants and
Notes are redeemable by the Company under certain circumstances. The Units and
the securities comprising the Units were offered in a private placement and have
not been registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements. The shares of Common Stock issuable upon exercise and
conversion of the Notes and Warrants have certain registration rights. During
the first quarter, the Company sold $250,000 of Notes. Subsequent to March 1997,
the Company sold an additional $750,000 bringing the Notes issued to a total of
$1,000,000. A total of 100,000 Warrants were issued in conjunction with this
offering. The Company incurred a finder's fee of approximately $75,000 in total
and 60,000 five year warrants with an exercise price of $4.50.
In the quarter ended March 31, 1997, the Company sold in a private offering
$250,000 of the total $6,222,500 of Units sold, each consisting of: (I) a
$250,000 principal amount 10% Convertible Subordinated Note due June 30, 2003
convertible into the Company's common stock, par value $.01 per share ("Common
Stock") at a price of $4.50 per share (a "Note"); and (ii) Warrants to purchase
25,000 shares of the Common Stock, at an exercise price of $6.00 per share
("Warrant"), expiring June 30, 2003. The Warrants and Notes are redeemable by
the Company under certain circumstances. The Units and the securities comprising
the Units were offered in a private placement and have not been registered under
the Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
The shares of Common Stock issuable upon exercise and conversion of the Notes
and Warrants have certain registration rights. A total of 622,250 Warrants were
issued in conjunction with this offering. The Company incurred placement and
finders' fees of $319,000 and 235,000 five year warrants with an exercise price
of $4.50.
3. Acquisitions
In March 1997 the Company acquired all of the capital stock of Miramar Images,
Inc. ("Miramar"), a producer and distributor of music videos and audio
recordings primarily for the New Adult Contemporary market, for an aggregate
purchase price of approximately 291,000 shares of the Company's common stock.
The Company's shares had an aggregate fair market value of approximately
$1,300,000 as of the closing date and were issued and delivered to certain
creditors and shareholders of Miramar in exchange for the capital stock and
Miramar debt. The Company has committed to file a registration statement
registering such shares within six months of the closing. It is expected that
almost all of such shares will be liquidated periodically during the six-month
period immediately following such registration statement's being declared
effective under the Securities Act of 1933 primarily to enable the shareholders
and certain other creditors to repay debt they have incurred to institutional
lenders. To the extent the proceeds of the liquidation of approximately 243,000
of such shares are not at least approximately $1,100,000 in one year following
the closing of the acquisition, the Company has agreed to pay in cash the amount
of such shortfall. Additionally, Miramar's shareholders received approximately
22,500 shares of Common Stock of the Company having an aggregate fair market
value of approximately $100,000 as of the closing date. In connection with the
acquisition, the Company also
Page 7
UNAPIX ENTERTAINMENT, INC.
Notes to Consolidated Financial Statements
March 31, 1997
3. Acquisitions (continued)
advanced approximately $200,000 and has committed to advance another $550,000,
to Miramar to settle certain liabilities to trade creditors and others. The
acquisition of Miramar is being accounted for as a purchase.
In connection with the acquisition, the Company entered into a four-year
employment agreement with the current president of Miramar providing for, among
other things, an annual salary of $125,000 per year, a performance bonus equal
to 5% of Miramar's pre-tax profit (as defined), and one-half of one percent of
the increase of the gross revenues of Miramar over its revenues for the
immediately preceding year. In addition, for each fiscal year commencing on or
after January 1, 1998, if such increase in revenues is equal to or greater than
20% of such precedings year's gross revenues, then the president also will
receive one-half of one percent of the excess of such previous year's gross
revenues over the gross revenues realized by Miramar during the second
immediately preceding fiscal year. The Company also issued an aggregate of
210,000 stock options to Miramar employees and consultants (including the
current president). Each option entitles the holder to purchase one share of the
Company's Common Stock at a purchase price of $4.375 (i.e. $.125 above the
market price of the Company's Common Stock on the closing date of the
acquisition), subject to the holder's continuing to be employed by the Company.
The options have a term of ten years, but, subject to certain exceptions, will
not be exercisable for a period of 9.5 years unless Miramar's operations attain
certain earnings thresholds.
As a result of the Miramar acquisition, the Company's quarterly results reflect
$108,000 of additional revenues and a diminimus loss before taxes. In addition,
the Company recorded $2,107,000 of excess of cost over net assets acquired in
connection with the acquisition primarily resulting from the issuance of common
stock.
4. Film costs
The Company's film costs include:
March 31,
1997
--------------
(In thousands)
Films released $ 39,959
Films completed but not released 1,997
Films in process 7,124
--------
49,080
Accumulated amortization (29,773)
--------
$ 19,307
========
Page 8
UNAPIX ENTERTAINMENT, INC.
Notes to Consolidated Financial Statements
March 31, 1997
5. Net income (loss) per common share
Net income (loss) per common share ("EPS") is based upon the weighted average
number of common shares and common share equivalents outstanding during each
period.
For the quarters ended March 31, 1997 and 1996, the weighted average shares
consist of common shares outstanding. This amount does not include the assumed
conversion of any warrants, options or other convertible securities as the
impact of such conversions on the EPS calculation would be antidilutive.
The number of shares and net income per share for the three months ended March
31, 1996 have been restated to reflect the 5% stock dividend paid in the second
quarter of 1996.
Earnings per share was determined by dividing net income, as adjusted below, by
applicable shares outstanding (in thousands):
Three Months Ended March 31,
----------------------------
1997 1996
----- -----
Net income as reported $ 236 $ 229
Preferred stock dividends (32) (37)
----- -----
Total income used for earnings per share $ 204 $ 192
===== =====
Weighted average number of common shares 5,382 5,220
===== =====
Page 9
UNAPIX ENTERTAINMENT, INC.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Three Months Ended March 31, 1997 Compared with Three Months Ended March 31,
1996
Revenues for the three months ended March 31, 1997 increased by 23% to
$6,437,000 from $5,232,000 in the same three month period in 1996. This increase
in revenues is primarily a result of the increase in licensing and distribution
revenues by 135% to $2,809,000 as compared to $1,194,000 in 1996. This increase
reflects the Company's aggressive growth in high quality non-fiction product
acquisition and production. Management expects that the improvement over the
prior year will continue throughout 1997. Home video revenues decreased by 10%
to $3,628,000 from $4,038,000 in 1996. The decrease is attributable to the
Company releasing a direct marketing catalog in the first quarter of 1996, where
as no catalog was released in the first quarter of 1997. The Company expects to
issue a catalog in the fall, coinciding with the timing of the second catalog
issued in 1996. The Company expects to recognize substantial growth in the Home
Video market in the second quarter and throughout the remainder of 1997. This
growth will be generated by the Company's acquisition of Miramar Images, Inc. as
well as by the Company's emphasis on distributing higher quality films to the
rental marketplace and non-fiction titles to the sell-through marketplace.
Licensing and distribution costs have increased by 154% to $1,932,000 from
$760,000 in 1996. This increase reflects increased royalty, amortization and
other film expenses associated with the higher levels of revenues described
above. Home video costs for the three months ended March 31, 1997 decreased by
6% to $2,417,000 from $2,560,000 as compared to the corresponding period in
1996. This decrease reflects decreased royalty, amortization and other film
expenses associated with the lower levels of revenues described above.
General and administrative costs were $1,535,000 for the three months ended
March 31, 1997, as compared to $1,507,000 in the same period in 1996. These
costs will increase as future quarterly financial statements will reflect a full
quarter of expense relating to the acquisition of Miramar Images, Inc.
The Company had income from operations of $553,000 for the three months ended
March 31, 1997, as compared to $405,000 in the same period in 1996. This
improvement in margins reflects the result of the Company's releasing higher
quality releases into the licensing and distribution and video rental and
sell-through markets.
Interest expense and financing expense increased to $152,000 in 1997 from
$14,000 in 1996. This increase primarily reflects the interest and related
expenses on the 10% Convertible Notes issued after the first quarter of 1996 and
in 1997.
The Company had income before taxes of $401,000 for the three months ended March
31, 1997 as compared to income before taxes of $391,000 for the corresponding
three month period in 1996. Management anticipates that as the expansion into
new niches and as the number of higher quality releases to the video rental
market and the licensing and distribution markets increases in 1996, the impact
on operations should be favorable.
Page 10
UNAPIX ENTERTAINMENT, INC.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
For the three months ended March 31, 1997, the Company utilized net cash for
operating activities of $1,483,000, primarily as a result of the $4,818,000
incurred in acquiring and promoting new properties for the home video rental and
the licensing and distribution markets. Operating cash requirements were
primarily met by cash inflows from operations, cash on hand, the proceeds of the
private offerings of 10% Convertible Subordinated Notes, described below, and
the utilization of the Company's credit facility.
In the normal course of business the Company makes certain guarantees to
producers and other third parties as to the minimum amount such parties will
receive from the Company's distribution of their products. The Company has
committed to pay film acquisition advances and guarantees of approximately
$2,500,000 as of March 31, 1997, which amounts are payable upon delivery of the
films. The Company also expects to incur significant additional costs relating
to its continued expansion. In order to meet its future funding needs the
Company will utilize cash on-hand (including cash from the financings described
below), operating cash flows, its line of credit and other potential financings.
On May 2, 1997, the Company entered into a credit facility (the "Facility") with
Imperial Bank (the "Bank") providing for borrowings of up to $7,000,000. The
Facility replaces the Company's previous credit facility with Atlantic Bank of
New York that permitted borrowings of up to $2,500,000 (the "Atlantic Facility")
(see footnote 2 for further details). Proceeds from the Facility were utilized
to repay the Atlantic Facility in full. Other proceeds from loans under the
Facility have been, and will be, used for working capital purposes, including
enabling the Borrowers to acquire distribution rights with respect to
entertainment programming.
As of May 13, 1997, under the Imperial Facility, the Company had borrowed
$2,539,000 and had remaining availability of $3,425,000.
In the quarter ended March 31, 1997, the Company sold in a private offering
$250,000 of the total $6,222,500 of Units sold, each consisting of: (I) a
$250,000 principal amount 10% Convertible Subordinated Note due June 30, 2003
convertible into the Company's common stock, par value $.01 per share ("Common
Stock") at a price of $4.50 per share (a "Note"); and (ii) Warrants to purchase
25,000 shares of the Common Stock, at an exercise price of $6.00 per share
("Warrant"), expiring June 30, 2003. The Warrants and Notes are redeemable by
the Company under certain circumstances. The Company incurred placement and
finders' fees of $319,000 and 235,000 five year warrants with an exercise price
of $4.50 (for further details concerning this private placement see footnote 2).
Page 11
UNAPIX ENTERTAINMENT, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources (continued):
In February 1997, the Company commenced a private offering of Units, each
consisting of: (i) a $250,000 principal amount 10% Convertible Subordinated Note
due June 30, 2003 convertible into the Company's common stock, par value $.01
per share ("Common Stock") at a price of $4.50 per share (a "Note"); and (ii)
Warrants to purchase 25,000 shares of the Common Stock, at an exercise price of
$6.00 per share ("Warrant"), expiring June 30, 2003. The Warrants and Notes are
redeemable by the Company under certain circumstances. The offering generated
proceeds of $250,000 in the first quarter of 1997. Subsequent to March 1997, the
Company sold an additional $750,000 bringing the Notes issued to a total of
$1,000,000. The Company incurred finder's fees of approximately $75,000 and
60,000 five year warrants with an exercise price of $4.50.
The feature film and television licensing and distribution industries require
significant expenditures of funds to establish and expand a library of films and
programs from which revenues may be generated. The Company could be dependent
upon future financings to continue its long term plans of expansion and growth.
The Company anticipates that as its asset base grows it will secure an increased
working capital line of credit as well as explore other film acquisition
financing arrangements. The Company may also have additional debt or equity
financings.
Except for the historical information contained herein, the matters discussed
are forward-looking statements that are subject to risks and uncertainties,
including those factors described in "FACTORS WHICH MAY AFFECT RESULTS"
contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 (which has been filed with the Securities and Exchange
Commission).
Page 12
UNAPIX ENTERTAINMENT, INC.
PART II - OTHER INFORMATION
Items 1 and 3 are not applicable.
Item 2. Changes in Securities
(a) and (b) are not applicable
(c) During the first quarter of 1997 the Company sold a total of two units (each
a "Unit") of the Company's securities. Each Unit was priced at $250,000 and
consisted of (i) a $250,000 principal amount 10% Convertible Subordinated Note
due June 30, 2003, convertible into the Company's common stock, $.01 par value
per share ("Common Stock"), at a price of $4.50 per share; and (ii) 25,000
common stock purchase warrants, each entitling the holder to purchase one share
of Common Stock at a price of $6.00 per share and expiring June 30, 2003. One
Unit was sold in January, 1997 to one investor and the other Unit was sold in
March, 1997 to another investor. In April, 1997 the Company sold another three
Units for the same purchase price per Unit; two of such Units were purchased by
a single investor and the other Unit was purchased by another investor. The
offering was made pursuant to the exemption contained in Section 4(2) of the
Securities Act of 1933, as amended (the "Act"). All of the investors were
"accredited" (as such term is defined in Rule 501 of Regulation D promulgated
under the Act). In connection with the sale of the five Units, the Company paid
a finder's fee of : $93,750 in cash; and 75,000 common stock purchase warrants,
each entitling the holder to purchase one share of Common Stock at a price of
$4.50 per share and expiring in December 2001(the "Finder Fee Warrants"). The
Finder Fee Warrants were issued pursuant to the exemption contained in Section
4(2) of the Act. See Footnote 2 to the Financial Statements contained in this
Report.
In March 1997 the Company issued a total of 313,606 shares of Common Stock in
connection with its acquisition of all of the capital stock of Miramar Images,
Inc. ("Miramar"), a producer and distributor of music videos and audio
recordings primarily for the New Adult Contemporary market. The sale was made
pursuant to the exemption contained in Section 4(2) of the Act and the shares
were issued and delivered to certain creditors and shareholders of Miramar in
exchange for Miramar capital stock and debt. See Footnote 3 to the Financial
Statements contained in this Report.
The Company issued a total of 1,181 shares of Common Stock to a public relations
firm as partial consideration for services rendered during the first quarter of
1997. The shares were issued pursuant to the exemption contained in Section 4(2)
of the Act.
In March 1997 the Company granted a total of 210,000 stock options to Miramar
employees and consultants (including the current president). Each option
entitles the holder to purchase one share of Common Stock at a price of $4.375.
The options have a term of ten years, but, subject to certain exceptions, will
not be exercisable for a period of 9.5 years unless Miramar's operations attain
certain earnings thresholds. In February 1997 the Company granted 10,000 stock
options, having an exercise price of $4.56, to an executive officer of the
Company and in March 1997 the Company granted 16,500 stock options, having an
exercise price of $4.44 and expiring in March 2002, to another executive officer
of the Company. All of the options are subject to the grantee's continuing to be
employed by the Company and were issued pursuant to the exemption contained in
Section 4(2) of the Act.
Page 13
UNAPIX ENTERTAINMENT, INC.
PART II - OTHER INFORMATION (continued)
Item 4. Submission of matters to a Vote of Security Holders
None
Item 5. Other Information
On May 2, 1997, Unapix Entertainment, Inc. (the "Company"), A Pix Entertainment
and Miramar Images, Inc., the Company's wholly-owned subsidiary, entered into a
credit facility (the "Facility") with Imperial Bank (the "Bank") providing for
borrowings of up to $7,000,000. The Facility replaces the Company's previous
credit facility with Atlantic Bank of New York that permitted borrowings of up
to $2,500,000 (the "Atlantic Facility"). For further details, see Footnote 2 to
the Company's financial statements contained in this report.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit
Number Description
10.1 Revolving Credit Loan and Security Agreement, dated
April 16, 1997, among Unapix Entertainment, Inc., A Pix
Entertainment, Inc., and Miramar Images, Inc.
27 Financial Data Schedule
b) Reports on Form 8-K
None
Page 14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Unapix Entertainment, Inc.
/s/ Daniel T. Murphy Chief Financial Officer May 13, 1997
- ------------------------------
Daniel T. Murphy
Page 15