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 JUNE 30, 1998
[ ] 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
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification number)
200 Madison Avenue
New York, NY 10016
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(Address of principal executive offices)
212-252-7600
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(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
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As of August 14, 1998 there were 7,490,038 shares of the Company's common stock
outstanding.
1
UNAPIX ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEET
(In thousands, except per share amounts)
June 30,
1998
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ASSETS
Cash and cash equivalents $ 2,973
Accounts receivable- trade, net of allowances of 1,200 15,451
Film costs, net 30,302
Product inventory 2,406
Property and equipment, net 785
Other assets 4,387
Excess of cost over fair value of net assets acquired 2,916
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Total Assets $ 59,220
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities :
Accounts payable and accrued expenses $ 5,640
Deferred income taxes 1,162
Royalty payable 4,640
Bank line of credit 9,018
Deferred revenue 1,072
Variable rate senior subordinated notes 2,887
10% convertible subordinated notes 13,308
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Total Liabilities $ 37,727
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Stockholders' Equity :
Common stock $.01 par value per share; 40,000 authorized;
7,137 shares issued and outstanding 71
Preferred stock; $.01 par value; 3,000 authorized
Cumulative convertible series A 8% preferred stock,;
501 issued and outstanding (aggregate liquidation
preference of $1,503) 5
Additional paid-in capital 22,231
Notes receivable from equity sales (2,025)
Retained Earnings 1,211
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Total Stockholders' Equity $ 21,493
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Total Liabilities and Stockholders' Equity $ 59,220
========
See accompanying notes to consolidated financial statements
2
UNAPIX ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
For the Three Months Ended June 30
1998 1997
---- ----
Revenues:
Licensing and distribution $2,737 $3,328
Home video 6,031 4,207
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8,768 7,535
Operating costs:
Licensing and distribution 1,829 2,366
Home video 3,426 2,613
General and administrative expenses 2,869 1,807
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8,124 6,786
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fIncome from operations 644 749
Interest and debt expense, net 532 297
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Income before taxes 112 452
Provision for income taxes 45 197
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Net income $ 67 $ 255
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Net income per share
Basic $ .01 $ .04
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Diluted $ - $ .04
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Average number of shares
Basic 6,143 6,903
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Diluted 6,765 6,422
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See accompanying notes to consolidated financial statements
3
UNAPIX ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
For the Six Months Ended June 30
1998 1997
---- ----
Revenues:
Licensing and distribution $ 5,799 $ 6,137
Home video 10,932 7,835
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16,731 13,972
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Operating costs:
Licensing and distribution 3,797 4,299
Home video 5,969 5,029
General and administrative expenses 5,415 3,342
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15,181 12,670
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Income from operations 1,551 1,302
Interest and debt expense, net 874 449
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Income before taxes 677 853
Provision for income taxes 269 362
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Net income $ 408 $ 491
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Net income per share
Basic $ .06 $ .08
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Diluted $ .06 $ .07
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Average shares outstanding
Basic 6,085 5,646
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Diluted 6,708 6,227
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See accompanying notes to consolidated financial statements
4
UNAPIX ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Six Months Ended June 30
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 408 $ 491
Adjustments to reconcile net income to net cash used by
operating activities:
Amortization and depreciation 5,900 6,626
Deferred income taxes 193 370
Accretion of debentures discount 54 34
Film Rights received (368) -
(Increase) decrease in accounts receivable (1,095) (2,426)
Increase in product inventory (753) (353)
Increase in other assets (940) (730)
Increase in accounts payable and accrued expenses (114) 1,702
Increase in royalties payable 895 779
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Total cash flows provided by operating activities 4,180 6,493
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CASH FLOWS FROM INVESTING ACTIVITIES:
Film cost expenditures (12,437) (10,699)
Purchase of property and equipment (204) (163)
Acquisition of subsidiary - (1,429)
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Total cash flows used by investing activities (12,641) (12,291)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from 10% convertible notes private placement 4,063 1,250
Net borrowings under bank line of credit 2,224 3,983
Proceeds from employee notes receivable 1 26
Proceeds from warrant and option exercises 5,046 170
Private placement expenditures (3) (79)
Preferred stock dividends (21) (21)
Advances from affiliates 700 -
Payments to affiliates (1,000) -
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Total cash flows from financing activities 11,010 5,329
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See accompanying notes to consolidated financial statements
5
UNAPIX ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)
For the Six Months Ended June 30
1998 1997
---- ----
NET INCREASE (DECREASE) IN CASH AND
EQUIVALENTS $2,549 $ (469)
CASH AND EQUIVALENTS AT BEGINNING OF
PERIOD 425 659
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CASH AND EQUIVALENTS AT END OF PERIOD $2,974 $ 190
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SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Warrants issued - 71
Film cost additions (decreases) - 21
Acquisition of subsidiary - 1,400
Conversion of accrued liability to acquisition fund payable - 81
Exchange of acquisition fund for
10% convertible subordinated debentures 900 -
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$ 900 $1,573
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $1,198 $ 324
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Cash paid for taxes $ 41 $ 25
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See accompanying notes to consolidated financial statements
6
UNAPIX ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
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 six-month period ended June 30, 1998 are not necessarily indicative of
the results that may be expected for the year ended December 31, 1998. 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, 1997.
2. FINANCING
The Company has a revolving credit facility (the "Facility") with Imperial
Bank (the "Bank") providing for borrowings of up to $10,000,000. 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 benchmark rate (9.75% at June 30, 1998). The
Company is also required to pay an unused credit line fee at a rate equal to
.5% per annum of the amount by which the collateral base 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 Company's 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, require minimum amounts of tangible
net worth and limit (a) the Company's ratio of debt to net worth on a
consolidated basis, (b) the amount of cost that the Company can incur in
producing, financing or acquiring entertainment properties, (c) the amount of
cost and expenses that the Company may incur with respect to theatrical
releases of films, and (d) the Company incurring losses for two consecutive
quarters.
In February 1998, the Company issued, in a private placement, $5,250,000
principal amount of 10% convertible subordinated notes due June 30, 2003
("Notes") convertible initially into common stock at $4.75 per share. The
conversion price is subject to adjustment in certain circumstances, including
resets at September 1, 1998 and March 1, 1999 to 110% of the then current
market price of the common stock but not less than $4.00 and $3.50
respectively.
For every $1,000 principal amount converted, the holder will receive warrants
to purchase 125 shares of common stock (an aggregate of 656,250) at $6.00 per
share expiring June 30, 2003. If a holder converts the Note prior to
September 1, 1999, the holder will receive an amount equal to 75% of the
interest which would have accrued from the date of conversion through
September 1, 1999. The Company also issued warrants expiring June 30, 2003 to
purchase 42,500 shares of common stock at $6.00 per share as a placement fee.
Notes in the principal amount of $900,000 were issued to certain investors in
a film acquisition fund in exchange for their interests therein.
Short term loans of $1,000,000 were obtained, of which $300,000 was received
in December 1997 and
7
$700,000 in January 1998 from Mezzanine Financial Corp. ($750,000), the
Chairman ($150,000) and the Secretary ($100,000) in order to enable the
Company to fund program acquisitions in accordance with its expansion plans
pending the completion of the private offering of 10% convertible notes. The
Chairman and Secretary are also officers and directors of Mezzanine Financial
Corp. Upon completion of the offering of Notes, proceeds of $250,000 were
used to repay the loans from the Chairman and the Secretary, and proceeds of
$650,000 were used to repay Mezzanine Financial Corp.
The remaining $100,000 of the Mezzanine loan was exchanged for an equivalent
amount of Notes.
On July 15, 1998, the Company consummated a private placement of 300 shares
of its non-voting Series B preferred stock and a three year warrant to
purchase 200,000 shares of common stock at $5.16 per share for a gross
purchase price of $3,000,000. Each share of Series B preferred stock has a
stated value of $10,000 and provides for dividends cumulatively at 6% per
annum payable quarterly in cash , or, at the Company's option, under certain
circumstances, in common stock. The Series B preferred is convertible, on or
after January 16, 1999 into common stock at the lesser of $5.16 or the
average closing sales price for any two trading days during the ten trading
day period prior to conversion but not less than 80% of the average closing
sales price over the five trading days preceding July 16, 1998 subject to
antidilution adjustments. Prior to January 16,1999, conversions are only
permitted at a conversion price greater than 101% of the average closing
price. Any remaining Series B preferred stock is automatically converted into
common stock on June 15, 2000. The investor has, except for certain defined
circumstances, the right of first refusal for any private placement of the
Company's common stock on any of its derivative securities prior to June 15,
1999.
The holders have registration rights and are entitled to certain specified
remedies and, under certain circumstances, are entitled to require the
Company to redeem their shares of Series B preferred stock at a premium, if
the Company does not timely comply with its obligations with respect to the
preferred stock. The Company incurred as a placement fee, $150,000 in cash
and a three year common stock purchase warrant to purchase 50,000 shares of
common stock at an exercise price of $5.16 per share.
8
UNAPIX ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
3. NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per basic common share ("EPS") is computed by dividing the net
income available to common shareholders by the weighted average number of common
shares outstanding.
Net income per diluted share is computed by dividing the net income available to
common shareholders, adjusted on an as if converted basis, by the weighted
average number of common shares outstanding plus potential dilutive securities.
Three Months Ended June 30, Six Months Ended June 30,
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1998 1997 1998 1997
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Weighted average basic
shares outstanding 6,143 5,903 6,085 5,646
Effect of dilutive securities:
Options 529 467 528 513
Warrants 93 52 95 68
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Weighted average
dilutive shares outstanding 6,765 6,422 6,708 6,227
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9
Three Months Ended June 30, Six Months Ended June 30,
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1998 1997 1998 1997
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Net income as reported $ 67 $ 255 $ 408 $ 491
Preferred stock dividends 30 30 60 60
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$ 37 $ 225 $ 348 $ 431
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Total income used for earnings per share
10
UNAPIX ENTERTAINMENT, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1997
Revenues for the three months ended June 30, 1998 increased by 16% to
$8,768,000 from $7,535,000 in the same three month period in 1997. This
increase in revenues is largely the result of the increase in home video
revenues of 43% to $6,031,000, as compared to $4,207,000 in 1997. Management
expects that the improvement over the prior year will continue throughout
1998. The Company expects to recognize continued growth in the Home Video
market through the remainder of 1998. This growth should be generated by
Miramar Images, Inc. continuing to phase into aggressive market penetration,
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.
Home video costs for the three months ended June 30, 1998 increased by 32% to
$3,426,000 from $2,613,000 as compared to the corresponding period in 1997.
This increase reflects increased royalty, amortization and other film
expenses associated with the higher levels of revenues described above.
General and administrative costs were $2,869,000 for the three months ended
June 30, 1998, as compared to $1,062,000 in the same period in 1997, an
increase of $1,807,000. This increase is chiefly attributable to costs
related to the infrastructure required to support the Company's expansion and
diversification. These costs mainly consisted of increased staffing and
office costs to support the increased sales activity described above.
The Company had income from operations of $644,000 for the three months ended
June 30, 1998, as compared to $749,000 in the same period in 1997. The
decrease reflects higher general and administrative costs for expanded
infrastructure.
Interest expense and financing expense, net, increased to $532,000 in 1998
from $297,000 in 1997. This increase primarily reflects the interest and
related expenses on the 10% Convertible Notes issued in the second half of
1997 and in 1998, as well as increased bank borrowings.
The Company had income before taxes of $112,000 for the three months ended
June 30, 1998 as compared to income before taxes of $452,000 for the
corresponding three month period in 1997. The decrease reflects increased
interest cost described above. 11
SIX MONTHS ENDED JUNE 30, 1998 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1997
Revenues for the six months ended June 30, 1998 increased by 20% to
$16,731,000 from $13,972,000 in the same six month period in 1997. This
increase in revenues is largely the result of the increase in home video
revenues of 40% to $10,932,000, as compared to $7,835,000 in 1997. Management
expects that the improvement over the prior year will continue throughout
1998. The Company expects to recognize continued growth in the Home Video
market through the remainder of 1998. This growth should be generated by
Miramar Images, Inc. continuing to phase into aggressive market penetration,
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.
Home video costs for the six months ended June 30, 1998 increased by 19% to
$5,969,000 from $5,029,000 as compared to the corresponding period in 1997.
This increase reflects increased royalty, amortization and other film
expenses associated with the higher levels of revenues described above.
General and administrative costs were $5,415,000 for the six months ended
June 30, 1998, as compared to $3,342,000 in the same period in 1997, an
increase of $2,073,000. This increase is chiefly attributable to costs
related to the infrastructure required to support the Company's expansion and
diversification. These costs mainly consisted of increased staffing and
office costs to support the increased sales activity described above.
The Company had income from operations of $1,551,000 for the six months ended
June 30, 1998, as compared to $1,302,000 in the same period in 1997. This
improvement in margins reflects the result of the Company's releasing higher
quality releases into the video rental and sell-through markets.
Interest expense and financing expense, net, increased to $874,000 in 1998
from $449,000 in 1997. This increase primarily reflects the interest and
related expenses on the 10% Convertible Notes issued in the second half of
1997 and in 1998, as well as increased bank borrowings.
The Company had income before taxes of $677,000 for the six months ended June
30, 1998 as compared to income before taxes of $853,000 for the corresponding
six month period in 1997. The decrease is primarily attributable to the
increase in interest expense noted above.
12
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 June 30, 1998, operating activities provided cash
of $4,180,000. The Company used $12,641,000 in investing activities which
consisted primarily of $12,437,000 incurred in acquiring, producing and
promoting new properties for the home video rental and the licensing and
distribution markets. The additional cash requirements were primarily met by
proceeds of $11,010,000 from financing activities which included $4,063,000
from private offerings of 10% Convertible Subordinated Notes, described below
and proceeds of $5,046,000 from the exercise of warrants and options.
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
$5,000,000 as of June 30, 1998, which amounts are payable upon delivery of
the films. The Company also expects to incur significant additional cash flow
needs relating to its continued expansion. In order to meet its future
funding needs the Company will utilize cash on-hand (including cash from the
financing described below), operating cash flows, its line of credit and
other potential financing.
The Company's revolving credit facility (the "Facility") with Imperial Bank
(the "Bank") provides for borrowings of up to $10,000,000. Loans are extended
and required to be repaid based upon the Company's outstanding accounts
receivable and other contractual rights to payment (see footnote 2 for
further details). The 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 June 30, 1998, the Company had borrowed $9,018,000 and had remaining
availability of $450,000.
In February 1998, the Company issued, in a private placement, $5,250,000
principal amount of 10% convertible subordinated debentures due June 30, 2003
convertible initially into common stock at $4.75 per share. The conversion
price is subject to adjustment in certain circumstances, including resets at
September 1, 1998 and March 1, 1999 to 110% of the then current market price
of the common stock but not less than $4.00 and $3.50 respectively. Notes in
the principal amount of $900,000 were issued to certain investors in a film
acquisition fund in exchange for their interests therein. Upon completion of
the offering, proceeds of $250,000 were used to repay the loans from the
Chairman and the Secretary, and proceeds of $650,000 were used to repay
Mezzanine Financial Corp. The remaining $100,000 of the Mezzanine loan was
exchanged for an equivalent amount of 10% convertible notes (see note 2).
In July 1998 the Company consummated a private placement of 300 shares of its
non-voting Series B preferred stock and a three year warrant to purchase
200,000 shares of common stock at $5.16 per share for a gross purchase price
of $3,000,000. Each share of Series B preferred has a stated value of $10,000
and provides for dividends cumulatively at 6% per annum payable quarterly in
cash, or, at the Company's option, under certain circumstances, in common
stock. The series B preferred stock is convertible into common stock (see
note 5). The holders have registration rights and are entitled to certain
specified remedies and, under certain circumstances, are entitled to require
the Company to redeem their shares of Series B preferred stock at premium, if
the Company does not timely comply with its obligations with respect to the
preferred stock. The Company incurred as a placement fee, $150,000 in cash
and a three year common stock purchase warrant to purchase 50,000 shares of
common stock at an exercise price of $5.16 per share.
13
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 the inherent unpredictability of the entertainment industry in
which a success of a product depends upon factors such as competition and
audience acceptance, which may bear little or no correlation to the Company's
production or other costs, as well as the other 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, 1997 (which has been filed with the
Securities and Exchange Commission). The highlighted risks should not be
assumed to be the only things to affect the Company's future performance.
14
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
In the second quarter of 1998 the Company granted a total of 365,000
common stock purchase options to employees, of which: 100,000 have an
exercise price of $5.375 per share and expire in June 2008; 100,000 have an
exercise price of $6.375 per share and also expire in June 2008; 100,000 have
an exercise price of $4.31 per share and expire in May 2008; 50,000 have an
exercise price of $4.81 per share and also expire in May 2008; and 15,000
have an exercise price of $5.125 per share and expire in May 2008, as well.
None of such options were immediately exercisable. All of the options are
subject to the grantee's continuing to provide services to the Company and
were issued pursuant to the exemption contained in Section 4(2) of the
Securities Act of 1933, as amended (the "Act").
A total of 1,029 shares of common stock are issuable to a public
relations firm as a partial consideration for services rendered during the
second quarter of 1998. The shares were issued pursuant to the exemption
contained in Section 4(2) of the Act.
In July 1998 the Company consummated a private placement of 300
shares of its non-voting Series B preferred stock and a three year warrant to
purchase 200,000 shares of common stock for a gross purchase price of
$3,000,000. See Note 2 to the Financial Statements contained herein (and the
Company's Current Report on Form 8-K for event of July 16, 1998) for a
further description of such placement.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a.) Exhibits
Financial Data Schedule
b.) Reports on Form 8-K
The Company filed a Current Report on Form 8-K , for an event
dated July 16, 1998, describing a private placement of 300
shares of its non-voting Series B preferred stock and a three
year warrant to purchase 200,000 shares of common stock for a
gross purchase price of $3,000,000.
15
UNAPIX ENTERTAINMENT, INC.
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 August 18, 1998
- ------------------------------
Daniel T. Murphy
16
EXHIBIT INDEX
Exhibit Number Description
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27 Financial Data
17