SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 1998 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ____________________ Commission file number 1-8654 ------ Unitel Video, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 23-1713238 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 555 West 57th Street - New York, New York 10019 - -------------------------------------------------------------------------------- (Address of principal executive offices) (212) 265-3600 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding twelve months and (2) has been subject to such requirements for the past 90 days. Yes |X| No |_| APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 2,674,665 Common shares outstanding as of April 20, 1998. (Number of shares) (Date) UNITEL VIDEO, INC. FORM 10-Q QUARTER ENDED FEBRUARY 28, 1998 Page INDEX Number Part I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets February 28, 1998 (Unaudited) and August 31, 1997 3-4 Consolidated Statements of Operations February 28, 1998 (Unaudited) and February 28, 1997 (Unaudited) 5 Consolidated Statements of Cash Flows February 28, 1998 (Unaudited) and February 28, 1997 (Unaudited) 6-7 Notes to Consolidated Financial Statements (Unaudited) 8-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-14 Item 3. Quantitive and Qualitative Disclosure About Market Risk 15 Part II. OTHER INFORMATION Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 2 UNITEL VIDEO, INC. FORM 10-Q QUARTER ENDED FEBRUARY 28, 1998 Part 1. FINANCIAL INFORMATION ITEM 1. Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- February 28, 1998 August 31, 1997 ----------------- --------------- (Unaudited) (Note) ASSETS - ------ Current Assets: Cash $ 89,000 $ 137,000 Accounts receivable, less allowance for doubtful accounts of $575,000 and $412,000 5,949,000 5,139,000 Other receivables 207,000 19,000 Prepaid income taxes 107,000 75,000 Prepaid expenses 708,000 564,000 Deferred tax asset 495,000 495,000 ------------ ------------ Total current assets 7,555,000 6,429,000 Property and equipment - at cost Land, buildings and improvements 21,260,000 20,799,000 Video equipment 81,338,000 87,745,000 Furniture and fixtures 2,065,000 2,591,000 ------------ ------------ 104,663,000 111,135,000 Less accumulated depreciation 52,391,000 59,228,000 ------------ ------------ 52,272,000 51,907,000 Deferred tax asset 1,974,000 1,974,000 Goodwill 1,652,000 1,721,000 Other assets 1,696,000 1,052,000 ------------ ------------ $ 65,149,000 $ 63,083,000 ============ ============ Note: The balance sheet at August 31, 1997 has been taken from the audited consolidated financial statements at that date. See notes to consolidated financial statements. 3 UNITEL VIDEO, INC. FORM 10-Q CONSOLIDATED BALANCE SHEETS (Continued) February 28, 1998 August 31, 1997 ----------------- --------------- (Unaudited) (Note) LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable $ 7,873,000 $ 6,754,000 Accrued expenses 1,099,000 998,000 Payroll, benefits and related taxes 1,069,000 2,038,000 Current maturities of long-term debt 4,300,000 3,530,000 Current maturities of subordinated debt 1,057,000 1,167,000 Current maturities of capital lease obligations 1,820,000 1,946,000 ------------ ------------ Total current liabilities 17,218,000 16,433,000 Deferred rent 123,000 121,000 Long-term debt, less current maturities 30,550,000 26,525,000 Subordinated debt, less current maturities 1,682,000 1,770,000 Long-term leases, less current maturities 2,837,000 3,666,000 Accrued retirement 1,111,000 1,176,000 Stockholders' equity: Common stock, par value $.01 per share Authorized 5,000,000 shares Issued 3,540,954 and 3,540,954 shares respectively, and outstanding 2,674,665 and 2,674,665 shares respectively 27,000 27,000 Additional paid-in capital 27,367,000 27,367,000 Accumulated deficit (7,792,000) (6,028,000) Common stock held in treasury, at cost (866,289 shares) (7,974,000) (7,974,000) ------------ ------------ Total stockholders' equity 11,628,000 13,392,000 ------------ ------------ $ 65,149,000 $ 63,083,000 ============ ============ Note: The balance sheet at August 31, 1997 has been taken from the audited consolidated financial statements at that date. See notes to consolidated financial statements. 4 UNITEL VIDEO, INC. FORM 10-Q CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended ------------------ ---------------- February 28, February 28, February 28, February 28, 1998 1997 1998 1997 ---- ---- ---- ---- Sales $ 12,429,000 $ 15,000,000 $ 26,197,000 $ 31,370,000 Cost of sales: Production costs 8,784,000 10,228,000 18,063,000 20,944,000 Depreciation 2,190,000 2,258,000 4,341,000 4,309,000 ------------ ------------ ------------ ------------ 10,974,000 12,486,000 22,404,000 25,253,000 ------------ ------------ ------------ ------------ Gross profit 1,455,000 2,514,000 3,793,000 6,117,000 Operating expenses: Selling 406,000 509,000 769,000 994,000 General and administrative 1,484,000 1,751,000 3,104,000 3,121,000 Interest 946,000 933,000 1,845,000 1,774,000 ------------ ------------ ------------ ------------ 2,836,000 3,193,000 5,718,000 5,889,000 ------------ ------------ ------------ ------------ Earnings (loss) from operations (1,381,000) (679,000) (1,925,000) 228,000 Other income 73,000 76,000 163,000 154,000 ------------ ------------ ------------ ------------ Earnings (loss) before income taxes (1,308,000) (603,000) (1,762,000) 382,000 Income taxes -- (31,000) 2,000 19,000 ------------ ------------ ------------ ------------ Net earnings (loss) available to common stockholders $ (1,308,000) $ (572,000) $ (1,764,000) $ 363,000 ============ ============ ============ ============ Earnings (loss) Per Common Share - Basic and Diluted $ (.49) $ (.21) $ (.66) $ .13 ============ ============ ============ ============ Weighted average of common and common equivalent shares outstanding 2,675,000 2,695,000 2,675,000 2,694,000 ============ ============ ============ ============ See notes to consolidated financial statements. 5 UNITEL VIDEO, INC. FORM 10-Q CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended ---------------- February 28, 1998 February 28, 1997 ----------------- ----------------- Cash Flows From Operating Activities: Net income (loss) $(1,764,000) $ 363,000 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 4,374,000 4,505,000 Net gain on disposal of equipment (33,000) (196,000) Deferred financing costs (395,000) -- Amortization of deferred financing costs 137,000 74,000 Deferred rent 2,000 (215,000) Accrued retirement expense (65,000) (64,000) Deferred advisory and legal costs (326,000) -- Decrease (Increase) in: Accounts receivable (973,000) 2,020,000 Allowance for doubtful accounts 163,000 (277,000) Other receivables (188,000) 147,000 Prepaid expenses (144,000) (5,000) Prepaid taxes (32,000) 2,000 Other assets (60,000) (88,000) Increase (Decrease) in Accounts payable 1,119,000 (683,000) Accrued expenses 101,000 (483,000) Payroll and related taxes (969,000) (1,228,000) ----------- ----------- Total adjustments 2,711,000 3,509,000 ----------- ----------- Net cash provided by operating activities 947,000 3,872,000 Cash Flows From Investing Activities: Capital expenditures (4,670,000) (3,422,000) Proceeds from disposal of equipment 33,000 2,204,000 ----------- ----------- Net cash used in investing activities (4,637,000) (1,218,000) (Continued) 6 UNITEL VIDEO, INC. FORM 10-Q CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Six Months Ended ---------------- February 28, 1998 February 28, 1997 ----------------- ----------------- Cash Flows From Financing Activities: Proceeds from long-term financing 11,257,000 2,091,000 Proceeds from issuance of common stock -- 39,000 Repayment of loan to ESOP -- (91,000) Principal repayments (7,615,000) (4,931,000) Release of ESOP quarterly shares -- 78,000 ------------ ------------ Net cash (used) provided by financing activities 3,642,000 (2,814,000) ------------ ------------ Net (Decrease)/Increase in Cash (48,000) (160,000) Cash Beginning of Year 137,000 192,000 ------------ ------------ Cash End of Six Months $ 89,000 $ 32,000 ============ ============ Schedule of income taxes and interest paid: Income Taxes Paid $ -0- $ 17,000 Interest Paid 1,639,000 1,757,000 ------------ ------------ $ 1,639,000 $ 1,774,000 ============ ============ See notes to consolidated financial statements. 7 UNITEL VIDEO, INC. FORM 10-Q SIX MONTHS ENDED FEBRUARY 28, 1998 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Consolidated Financial Statements The condensed consolidated balance sheet as of February 28, 1998, the consolidated statements of operations for the six months and quarters ended February 28, 1998 and February 28, 1997, and the consolidated statements of cash flows for the six months then ended have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at February 28, 1998 and for all periods presented have been made. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto in the Company's August 31, 1997 Form 10-K filed with the Securities and Exchange Commission. The results of operations for the six months ended February 28, 1998 are not necessarily indicative of the operating results for the full year. 2. Stockholders' Equity During the six months ended February 28, 1998, stockholders' equity decreased due to a net loss of ($1,764,000). 3. Per Share Data Per share data for the quarter and six months ended February 28, 1998 and February 28, 1997 is based on the weighted average number of common shares outstanding. In the quarter and six months ended February 28, 1997 unreleased Employee Stock Ownership Plan shares are not considered outstanding for earnings per share calculations. (See Note 4). There were no unreleased employee stock ownership shares in the quarter and six months ended February 28, 1998. 4. 401(k) Employee Savings and Stock Ownership Plan The Company sponsors a 401(k) savings and stock ownership plan (the "Plan") which requires the Company to match employee contributions to the 401(k) portion of the Plan in shares of the Company's Common Stock up to the maximum amount set forth in the Plan. Effective September 1, 1994, the Company has adopted the provisions of Statement of Position 93-6, "Employer's Accounting for Employee Stock Ownership Plans" ("SOP 93-6"). 8 The Company reports compensation expense based on the dollar value of the 401(k) match expense. The Plan's compensation expense was $35,000 and $70,000 for the quarter and six months ended February 28, 1998. 5. Impairment and Restructuring Charges In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("FASB Statement No. 121") which provides guidance on when to assess and how to measure impairment of long-lived assets, certain intangibles and goodwill related to those assets to be held and used, and for long-lived assets and certain identifiable intangibles to be disposed of. The Company adopted FASB Statement No. 121 as of August 31, 1995. In fiscal 1995 the Company determined to focus its resources toward providing services to the entertainment and corporate communications areas, which represent the Company's strength, and decided to sell its three Editel divisions which did not specialize in these areas. The Company recorded the carrying value of the assets related to these divisions as net assets held for sale, and a corresponding impairment charge, since these assets were no longer needed for the current and future operations of the Company. In fiscal 1996 the Company began marketing these divisions to potential buyers. In the first six months of fiscal 1996 the Company recorded an impairment charge of $1,739,000 relating to the assets at all three Editel divisions. The impairment charge recorded represented management's estimate of the decrease in value of these assets during the period such assets were held for sale based upon the depreciation method which the Company has found to be reasonable and appropriate. In February 1996 the Company closed its Editel Chicago division, distributed the majority of its assets to other divisions throughout the Company and sold the remaining assets at an auction held in May 1996. Also in May 1996, after reevaluating the potential of the Editel Los Angeles division and primarily due to increasing sales and profitability at that division, the Company decided to retain and expand the Editel Los Angeles division. In August 1996 the Company closed its Editel New York division and distributed the majority of its editorial and computer graphics assets throughout the Company. In November 1996 the Company sold the majority of this division's remaining net assets held for sale of $1,587,000 to an unrelated third party for $1,400,000. The balance of the assets were redeployed throughout the Company or disposed of through an auction. Proceeds from the sale of these assets were used by the Company to repay outstanding debt. In June 1997 the Company determined that a single facility in California would significantly reduce its costs and adequately meet the demand for its services in that location and, accordingly, the Company merged its Unitel Hollywood and Editel Los Angeles divisions in the Company's owned Editel Los Angeles facility. A significant portion of the equipment from Unitel Hollywood was moved to the Editel Los Angeles location. Additionally, a portion of the equipment was transferred to the Company's New York Post Production division for future use. The balance of the equipment was sold and the proceeds, in the amount of $1,700,000, were used to repay outstanding debt. The positive result of the decision to merge the Editel Los Angeles and Unitel Hollywood divisions is reflected in the results of operations for the merged operation in the six months ended February 28, 9 1998. As a result of the merger and sale, the Company recorded a restructuring charge of $1,055,000 in the third quarter of 1997. The restructuring charge consisted primarily of the write off of assets sold and the costs of moving equipment and personnel to Editel Los Angeles. Severance and related payroll costs were expensed as incurred. There is no continuing liability in connection with the closure of the Unitel Hollywood division. Additionally, after a reassessment of its New York post production assets, the Company recorded an impairment charge of $300,000 in the fourth quarter of 1997 with respect to those assets. 6. Stock Based Compensation Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for Stock Based Compensation," provides companies a choice in the method of accounting used to determine stock-based compensation. Companies may account for such compensation either by using the intrinsic value-based method provided by APB Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to Employees," or the fair market value based method provided in SFAS No. 123. This statement was adopted by the Company during its fiscal year ending August 31, 1997. The Company intends to use the intrinsic value-based method provided in APB No. 25 to determine stock-based compensation. The sole effect of the adoption of SFAS No. 123 is the obligation imposed on the Company to comply with the new disclosure requirements provided thereunder. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources The Company is committed to keeping pace with technological developments as well as taking advantage of new business opportunities in the video communications industry. Capital expenditures were $4,670,000 during the six months ended February 28, 1998, and primarily consisted of video equipment for the company's two new digital mobile teleproduction units as well as the purchase of production, post production and graphics equipment for use throughout the Company. Net cash provided by operating activities during the six months ended February 28, 1998 was $947,000 and during the six months ended February 28, 1997 was $3,872,000. Net cash provided by operating activities for the six months ended February 28, 1998 was offset by $4,637,000 of cash used in investing activities, which consisted of capital expenditures (net of proceeds from asset dispositions of $33,000), and was supplemented by net cash provided by financing activities of $11,257,000 on new debt financing less $7,615,000 of debt repayments, resulting in a net decrease in cash available of $48,000. In December 1995, the Company entered into a $26 million revolving credit and term loan agreement with a financial institution, consisting of an $11 million revolving credit facility and two $7.5 million term loans (Term Loans A and B). In May 1997, Term Loan A was revised by the inclusion of $2,500,000 of the original Term Loan B and the advance of $518,000 of new funds, resulting in a revised Term Loan A balance of $9,000,000. Term Loan A is payable in fifty two (52) equal monthly principal installments of $100,000 plus interest, with the balance of $3,800,000 due December 2001. In November 1997 Term Loan B was repaid, in part from the proceeds of a new Term Loan D in the amount of $2,500,000. $3,742,000 of the original Term Loan B was repaid from sales of equipment from the Company's Editel Chicago, Editel New York and Unitel Hollywood divisions. In February 1998 Term Loan D was extended and is payable in eighteen (18) monthly installments of $140,000 commencing May 1, 1998. In July 1997 the credit facility was further amended by the issuance of a $5,080,000 letter of credit (the "Letter of Credit") to secure payment of principal and interest on $5,000,000 principal amount of Allegheny County (Pennsylvania) Industrial Development Authority Variable Rate Demand Revenue Bonds (the "Bonds"). The proceeds from the sale of the Bonds were loaned to the Company and were used by the Company, together with other available funds, to build a new digital mobile teleproduction unit. The Letter of Credit requires quarterly principal payments of $179,000 commencing August 1998 to be applied to the redemption in equal principal amount of the Bonds. The Bonds mature on July 1, 2009 and, to the extent not previously redeemed in full as provided in the prior sentence, are required to be repaid by the Company on that date. In December 1997 the credit facility was further amended by increasing the Letter of Credit to $8,636,000 to secure payment of principal and interest on an additional $3,500,000 principal amount of Allegheny County (Pennsylvania) Industrial Development Authority Variable Rate Demand Revenue Bonds ("the Additional Bonds"). The proceeds from the sale of the Additional Bonds were loaned to the Company and were used by the 11 Company, together with other available funds, to build a second new digital mobile teleproduction unit. The amended Letter of Credit requires additional quarterly principal payments of $125,000 commencing February 1999 to be applied to the redemption in equal principal amount of the Additional Bonds. The Additional Bonds mature on July 1, 2009 and, to the extent not previously redeemed in full as provided in the prior sentence, are required to be repaid by the Company on that date. The Company is currently in negotiations to refinance or sell certain of its owned real estate and anticipates using the proceeds of the refinancing or sale to repay certain of its outstanding debt, including the mortgages on the subject properties, with the balance used for working capital purposes. The terms of the overall credit facility with the financial institution provide that the lender receive a first lien on all property and equipment and accounts receivable that are not encumbered by another lender. In addition, under certain circumstances the Company is required to prepay the loans under the credit facility from funds generated by the sale of assets and to prepay Term Loan D from excess cash flow. The Company has at certain times not been in compliance with the tangible net worth, fixed charge coverage, leverage ratio and interest coverage ratio financial covenants (the "Financial Covenants") in the credit facility and the lender has waived such non-compliance and is currently revising the Financial Covenants to a level such that it is expected that the Company will be in compliance with the Financial Covenants on a going forward basis. It is not expected that in the future the Financial Covenants will be revised to their initial levels on the date of execution of the credit facility. The Company anticipates that funds generated from operations together with funds available under its existing credit facility and proceeds from the refinancing or sale of certain of its owned real estate currently being negotiated and noted above in this item will be sufficient to meet the Company's anticipated working capital and investing needs in fiscal 1998. Results of Operations Sales were $12,429,000 and $15,000,000 for the quarters ended February 28, 1998 and February 28, 1997, respectively. Sales were $26,197,000, and $31,370,000 for the six months ended February 28, 1998 and February 28, 1997, respectively. The decrease in sales in the six month period ending February 28, 1998 was due primarily to the merger of the Company's Unitel Hollywood and Editel Los Angeles divisions in fiscal 1997. The Company's Mobile division commenced operating its two newest and most sophisticated mobile teleproduction units during the six months ended February 1998. However, sales for the Mobile division were flat during such period as compared to the same period of the prior year as a result of delays in the completion of such mobile units. The completion of the units was delayed in order to incorporate technical design changes made to maximize the flexibility and capability of the units to take advantage of new Interstate Commerce Commission regulations regarding length and weight. Uncertainly as to the completion date made premarketing of the units difficult, since mobile units are typically booked several months in advance. Sales for the Company's Studio division were lower during the six months ended February 28, 1998 as compared with the six months ended February 28, 1997 due to the non-renewal of the "Gordon Elliott" and "Rolanda" shows. This loss was partially offset by revenues from the addition of the "Chris Rock" show. Sales for the Company's New York Post Production division were lower during the six months ended February 28, 1998 as compared with the six months ended February 28, 1997 as a result of a continuing industry wide decline in revenues and profitability from analog editing. 12 The Company is currently reducing its New York post production assets and is repurposing the related space for use in its New York Studio division. An auction of excess analogue equipment will be held in April 1998. The merger of the Editel Los Angeles and Unitel Hollywood divisions in fiscal 1997 resulted in a significant decrease in sales during the six months ended February 28, 1998. However, the Editel Los Angeles division's merged operations resulted in a profit during the six months ended February 28, 1998 as compared to a substantial operating loss for the two divisions during the six months ended February 28, 1997. The Company's net loss for the quarter ended February 28, 1998 was $(1,308,000), compared to the net loss of ($572,000) for the comparable quarter of fiscal year 1997. The Company's net loss was $(1,764,000) for the six months ended February 28, 1998, compared with net income of $363,000 for the same period of the prior fiscal year. The second quarter of the fiscal year has historically been the slowest. The comparative increase in net loss of approximately ($736,000) and ($2,127,000) for the quarter and six months ended February 28, 1998 compared to the quarter and six months ended February 28, 1997 is principally due to a decrease in sales in the Company's New York Studio and Post Production divisions and an increase in expenses in the Mobile division. The increase in expenses in the Mobile division is primarily due to a new field shop in Montreal, Canada, promotional expenses in connection with the new digital mobile teleproduction units, as well as increased depreciation and interest expense generated by the new units. Production costs, the main component of cost of sales, consist primarily of direct labor, equipment maintenance expenses and occupancy costs. The Company's production costs, as a percentage of sales, were 70.7% for the quarter ended February 28, 1998, as compared to 68.2% for the quarter ended February 28, 1997. Although production expenses decreased during the quarter ended February 28, 1998 as compared with the quarter ended February 28, 1997, the percentage to sales was higher due to the substantial portion of fixed costs that do not decrease when sales decrease. Depreciation, as a percentage of sales, was 17.6% and 15.1% for the quarters ended February 28, 1998 and 1997, respectively, and 16.6% and 13.7% for the six months ended February 28, 1998 and February 28, 1997, respectively. The increase in the quarter and six months ended February 28, 1998 compared to the same periods in the prior year was a result of depreciation on the Mobile division's newest digital mobile teleproduction units introduced in the six months ended February 28, 1998 and increased depreciation resulting from additions to property and equipment at other divisions during fiscal 1997. This increase was offset by a reduction in depreciation on the Editel Los Angeles division resulting from the merger of the Editel Los Angeles and Unitel Hollywood divisions in fiscal 1997. Since sales were down and depreciation was approximately the same in the quarter and six months ended February 28, 1998, depreciation as a percentage of sales increased for such periods. Selling expenses, as a percentage of sales, for the quarters ended February 28, 1998 and February 28, 1997 were 3.3% and 3.4%, respectively, and 2.9% and 3.2% for the six months ended February 28, 1998 and February 28, 1997, respectively. The percent of sales in the quarter and six months ended February 28, 1998 was comparable to the prior year periods since selling expense as well as sales decreased proportionately. The decrease in selling expenses in the quarter and six months ended February 28, 1998 as 13 compared to the same periods in the prior year is mainly due to a decrease in sales staff resulting from the merger of the Unitel Hollywood and Editel Los Angeles divisions in fiscal 1997. General and administrative expenses, as a percentage of sales, for the quarters ended February 28, 1998 and February 28, 1997 were 11.9% and 11.7%, respectively, and 11.8% and 9.9% for the six months ended February 28, 1998 and February 28, 1997, respectively. The decrease in general and administrative expenses is primarily due to the merger of the Company's Editel Los Angeles and Unitel Hollywood divisions. Also included in the decrease in general and administrative expenses from the comparable period in the prior year is the impact of the reduction of certain cost estimates related to the closure of the Editel New York and Editel Chicago divisions. Since sales decreased in the periods ended February 28, 1998, the percentage to sales remained constant in the quarter and increased in the six months ended February 28, 1998, respectively. Interest expense, as a percentage of sales, for the quarters ended February 28, 1998 and February 28, 1997 was 7.6% and 6.2%, respectively, and 7.0% and 5.7% for the six months ended February 28, 1998 and February 28, 1997. The level of outstanding debt in the first six months of fiscal 1998 increased compared with the same period of the prior year and sales decreased in the first six months of fiscal 1998, resulting in an increase in interest expense as a percentage of sales in fiscal 1998 when compared with the same periods of the prior year. The Company's effective tax rate was 0% and 5% for the first six months of fiscal years 1998 and 1997, respectively. The effective tax rate for the first six months of fiscal 1998 and 1997 is less than the federal statutory rate of 34% due to the utilization of net operating loss carryforwards generated by the losses incurred in fiscal 1995, 1996 and 1997. As previously announced, the Company has received unsolicited expressions of interest in acquiring the Company. The Company has incurred $326,000 of deferred advisory and legal fees in connection with its evaluation of these expressions of interest. Year 2000 The Company has been actively reviewing all of its financial and operational software for Year 2000 issues. In discussions with the vendors of such software the Company has been assured that all Year 2000 issues will be addressed in a timely manner without significant cost to the Company. 14 Item 3. Quantitative and Qualitative Disclosure About Market Risk. Not applicable. PART II OTHER INFORMATION Item 5. Other Information This report contains certain forward-looking statements which are based upon current expectations and involve certain risks and uncertainties. Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, readers are cautioned that these statements may be impacted by several factors, and, accordingly, the Company's actual performance and results may vary from those stated herein. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits required to be filed by Item 601 of Regulation S-K. 1. Exhibit 4(A). Sixth Amendment to Amended and Restated Loan and Security Agreement, dated as of November 13, 1997, among Unitel Video, Inc., R Squared, Inc. and Heller Financial, Inc. 2. Exhibit 4(B). Letter Agreement amending Amended and Restated Loan and Security Agreement, dated December 11, 1997, from Heller Financial, Inc. 3. Exhibit 4(C). Seventh Amendment to Amended and Restated Loan and Security Agreement, dated as of December 15, 1997, among Unitel Video, Inc., R Squared, Inc. and Heller Financial, Inc. 4. Exhibit 4(D). Eighth Amendment to Amended and Restated Loan and Security Agreement, dated as of February 12, 1998, among Unitel Video, Inc., R Squared, Inc. and Heller Financial, Inc. 5. Exhibit 4(E). Loan Agreement, dated October 27, 1997, between Unitel Video, Inc. and the Commonwealth of Pennsylvania. 6. Exhibit 4(F). First Supplemental Loan Agreement, dated as of December 15, 1997, between the Allegheny County Industrial Development Authority and Unitel Video, Inc. 7. Exhibit 4(G). First Amendment to Pledge Agreement, dated as of December 15, 1997, among Unitel Video, Inc., Heller Financial, Inc. and PNC National Bank, National Association. 8. Exhibit 4(H). First Amendment to Reimbursement Agreement, dated as of December 15, 1997, between Unitel Video, Inc. and Heller Financial, Inc. 9. Exhibit 10(A). Amendment to Lease, dated February 16, 1998 between Unitel Video Canada, Inc. and Olymbec Construction Inc. 10. Exhibit 27. Financial Data Schedule. (b) There were no reports filed on Form 8-K during the quarter ended February 28, 1998. 15 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. By: /s/ Barry Knepper ------------------------------------------ Barry Knepper President and Chief Executive Officer By: /s/ George Horowitz ------------------------------------------ George Horowitz Chief Financial Officer Dated: April 20, 1998 16