VARI LITE INTERNATIONAL INC - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 0-23159

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VARI-LITE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 75-2239444
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

201 REGAL ROW, DALLAS, TEXAS 75247
(Address of principal executive (Zip Code)
offices)

Registrant's telephone number including area code: (214) 630-1963

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.10 PAR VALUE

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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 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 / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The aggregate market value of the voting stock held by non-affiliates of the
registrant on December 21, was $6,492,307. As of that date, 7,800,003 shares of
the registrant's Common Stock were outstanding.

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DOCUMENTS INCORPORATED BY REFERENCE:

Certain information required by Part III of this Annual Report on Form 10-K
is incorporated by reference from the registrant's definitive proxy statement
for its annual meeting of stockholders to be held on March 1, 2002.

INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001

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PART I

ITEM 1. BUSINESS

GENERAL

The Company is a leading worldwide designer and manufacturer of automated
lighting systems and distributor of automated and conventional lighting and
related equipment and services. The Company markets its products and services
primarily to the entertainment industry, serving such markets as concert
touring, theater, television and film and corporate events. The Company's
manufacturing and sales division sells VARI*LITE automated lighting equipment
through a dedicated sales staff and a worldwide network of independent dealers.
Through its domestic and international offices, the Company's VLPS rental
division offers complete automated and conventional lighting systems and
lighting production services.

The Company's predecessor was incorporated in 1988 in the State of Texas as
a holding company for operations, which began in 1981 and was reincorporated in
the State of Delaware in 1997. The Company's principal executive offices are
located at 201 Regal Row, Dallas, Texas 75247 and its telephone number is
(214) 630-1963.

PRODUCTS AND SERVICES

VARI-LITE MANUFACTURING AND SALES

The Company designs, manufactures and distributes an extensive line of
automated spot and wash lighting fixtures, or "luminaires." Spot luminaires
create a hard-edged, crisp beam which can be used for precisely focused
illumination and visual effects, as well as for projecting custom light images
and designs through the use of "gobos", designs etched into a piece of glass or
cut into a piece of metal through which a light beam is directed to create an
image. Wash luminaires project a soft-edge light beam for even illumination of
objects and areas. The Company has patented a number of features which the
Company believes makes its luminaires superior to those of its competitors. The
Company currently manufactures three series of luminaires.

- SERIES 2200-TM- SPOT LUMINAIRES. The small, lightweight and virtually
silent VL2202-TM- luminaire features an upper enclosure that houses the control
electronics, as well as a power factor corrected arc power supply for a 700 watt
lamp. The VL2202-TM- luminaire supports a wide variety of colors and gobos with
two fixed 11-position wheels for interchangeable dichroic color and gobo
selections, as well as one five-position rotating gobo wheel for gobos or
effects. A 3:1 zoom optics system and a programmable iris combine to create a
wide variety of beam sizes. The luminaire features full field dimming, strobe
effects and smooth, repeatable motion.

- SERIES 2400-TM- WASH LUMINAIRES. Like the VL2202-TM- spot luminaire, the
Series 2400-TM- wash luminaires include an upper enclosure that houses the
control electronics as well as a power factor corrected arc power supply for the
lamp. The VL2416-TM- wash luminaire features a 1200 watt arc lamp and an
innovative zoomable beam spreading optics system which can provide a field angle
from 5 to 55 degrees. A rotatable, indexable front lens assembly that accepts
standard PAR 64 lenses can be used for many unique beam effects. The
DICHRO*TUNE-TM- radial color changer employs enhanced dichroic color filters to
produce smooth, full spectrum color crossfades as well as very quick color
changes. An internal douser allows intensity control as well as strobe effects.
The VL2402-TM- wash luminaire is identical in configuration and size to the
VL2202-TM- spot luminaire and features the same zoomable beam spreading optics
offered in the VL2416-TM- wash luminaire for beam control. The VL2402-TM-
luminaire includes three color wheels for smooth, full spectrum color crossfades
as well as a fixed color wheel for rapid, "snap" color changes. Smooth dimming
and strobe effects are also provided.

- SERIES 1000-TM- ELLIPSOIDAL REFLECTOR SPOTLIGHT. The VL1000-TM- ERS is
the only automated version of one of the most popular lighting tools in use
today, the ellipsoidal reflector spotlight. There are currently

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four versions of the VL1000-TM- ERS that combine either a tungsten or arc lamp
source with the absence or presence of automated shutters. Features of the
VL1000-TM- ERS include CYM color mixing, five rotating and indexing gobo
positions, zoom optics with an imaging range from 19(o) to 36(o) and a
non-imaging zoom range out to a 70(o) beam field, pan and tilt capability and an
optional beam size iris. Another unique feature of the VL1000-TM- ERS is a
variable diffusion mechanism to soften the edges of the beam or image all the
way out to a total wash beam. This allows the same fixture to function as a spot
or a wash luminaire. The VL1000-TM- ERS offers a unique optical system which
enables these luminaires to be the only automated spotlight to utilize a
tungsten source to produce professional level output at the popular 3200(o)K
color temperature. As such, the VL1000-TM- ERS can be used for applications
traditionally dominated by conventional lighting fixtures. The tungsten lamp
versions of the VL1000-TM- ERS produce approximately 10,000 lumens of output
while the 575 watt arc lamp versions of the VL1000-TM- ERS produce over 15,000
lumens of output at a 5600(o)K color temperature and include mechanical dimming
and an external arc power supply.

All of the Company's luminaires will operate from the various line voltages
around the world. The Company has designed all of its luminaires, including
models no longer manufactured, to be compatible with industry standard DMX-512
control consoles, as well as the Company's previously manufactured proprietary
control consoles.

The Company manufactures its products in Dallas, Texas. The manufacturing
process principally consists of procuring, inspecting and assembling components
custom-made by others to the Company's specifications. The Company generally
provides its suppliers with specifications for its components and pays for all
tooling used in their production. The Company emphasizes the quality and
reliability of its products and, accordingly, submits all finished products to
rigorous testing at the time they are manufactured.

The Company has frequently worked in concert with certain of its key
suppliers to design and develop new technologies which have been incorporated
into the Company's products specifically to meet its requirements. As a result,
although most components and raw materials used by the Company are available
from more than one supplier, many important components for the Company's
lighting systems are provided by one vendor and are custom-designed (often
jointly by the Company and its vendors). The Company attempts to maintain
adequate inventories of these components and, based on its experience, does not
anticipate problems obtaining sufficient supplies in the foreseeable future. The
loss of any supplier that is the sole vendor of a component would delay the
Company's manufacturing schedules and possibly force the Company to purchase new
tooling, but the Company believes substitute suppliers can be found for all
components of all of its products.

VLPS RENTAL OPERATIONS

VLPS rental operations carries three major automated product lines
previously manufactured by the Company, as well as all of the products currently
manufactured and sold by the Company.

- SERIES 200-TM- LUMINAIRES. The Company rents Series 200-TM- luminaires,
including the VL2C-TM- spot luminaire and VL4-TM- wash luminaire. The VL2C-TM-
spot luminaire can change light color in one-tenth of a second and can produce
more than 120 separate light colors through the use of the Company's patented
color changing system. The VL4-TM- luminaire's patented color changing system
allows the user to select 30 preset and 160 programmable colors from thousands
of available colors and to change these colors in less than three-tenths of a
second, or program the system for timed color cross-fades. In addition, the
VL4-TM- luminaire features precisely timed control of light intensity, including
the ability to instantaneously turn the light fixture on and off. Continuous
adjustment of diffusion and beam angle provides enhanced control of the beam
shape.

- SERIES 300-TM- LUMINAIRES. The Series 300-TM- luminaires are virtually
silent, lightweight automated lighting instruments with sophisticated color
changing features. The Series 300-TM- luminaires include the

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VL5-TM-, VL5Arc-TM- and VL5B-TM- wash luminaires, and the VL6-TM-, VL6B-TM-,
VL6C-TM-, VL7-TM- and VL7B-TM- spot luminaires. The VL5-TM- luminaire is lighter
than the VL4-TM- luminaire, and its cold-mirror reflector both eliminates the
need for noisy cooling fans and reduces the amount of heat the lights emit onto
the stage. Color changes for the VL5-TM- are controlled by a system that allows
color cross-fades in as little as seven-tenths of a second and interchangeable
lenses work with an internal diffusing mechanism to provide a wide variety of
beam sizes and shapes. The VL5Arc-TM- luminaire uses a 575 watt arc source
rather than the 1000 watt tungsten source used in the VL5-TM- luminaire and the
VL5B-TM- luminaire contains a different color palate than the VL5-TM- luminaire.
The VL6-TM- spot luminaire is the companion to the VL5-TM- wash luminaire, and
has two interchangeable 11-position wheels of dichroic color filters and gobos
for split second color and image changes and multi-color beams. The VL6B-TM-
spot luminaire adds a 3:1 zoom optics system and rotating gobos to the VL6-TM-
luminaire. The VL6C-TM- luminaire has the same features as the VL6B-TM-
luminaire except that it contains a 700 watt arc lamp. The VL7-TM- spot
luminaire has a revolutionary collection optics system that produces a bright
beam and provides an 8:1 zoom. Other features of the VL7-TM- include full color
spectrum crossfades with unparalleled precision and repeatability via the unique
CVF-TM- System, strobe, image morphing and fixed and rotating gobos. The
VL7B-TM- spot luminaire adds a four frame shuttering system to the VL7-TM-
fixture.

- VIRTUOSO-TM- CONTROL CONSOLE. The Virtuoso-TM- control console was
designed to control VARI*LITE-Registered Trademark- luminaires, DMX automated
lights and conventional fixtures. The console is capable of controlling up to
2,000 luminaires with up to 10,000 cues per channel, depending on the types of
luminaires being used, and includes an advanced, 3-D graphical interface that
allows users to have a real-time view of system status and performance. The 3-D
graphical interface can also be used to program cues while the luminaires are
off-line to maximize programming efficiency for busy production environments or
for pre-production work before the actual lighting system is available. Multiple
Virtuoso-TM- consoles can be connected and programmed simultaneously, a major
advantage in very large productions or when time is very limited. Advanced fiber
optic connections are provided for maximum performance. The Virtuoso DX-TM-
console offers all of the same performance and features as the Virtuoso-TM-
console in a much smaller, less expensive platform. The Virtuoso DX-TM- console
connects directly into the lighting system with either traditional network
wiring or with the same advanced fiber optics used in the Virtuoso-TM- console.
The Virtuoso DX-TM- console also offers the additional advantage of outputting
eight universes of DMX-512 control directly from the console. This allows the
console to be used with equal ease with VARI*LITE-Registered Trademark-
luminaires, DMX automated lights or conventional fixtures. The Company's
Visionary 3D-TM- software package allows users to create actual Virtuoso-TM-
cues and showfiles, using the 3-D graphical interface, without the presence of a
console or lighting system, using only a personal computer. These showfiles can
then be transported to the Virtuoso-TM- or Virtuoso DX-TM- console for use with
the lighting system.

The Company also rents a wide variety of conventional lighting and rigging
equipment, including numerous types of luminaires and control consoles, large
search lights, automatic gel scrollers, trusses, motors, dimmers, smoke
machines, power and control signal distribution equipment and cables. The
Company developed a unique stackable, plastic injection-molded storage case for
transporting its equipment. The case is custom-designed to protect
VARI*LITE-Registered Trademark- equipment and last longer than the industry-
standard carpet covered wood or laminate cases. The case is also significantly
lighter than other cases, thereby reducing transportation costs. To complement
the integrated product packages, customers can utilize the VLPS CAD/WYSIWYG
studio facilities to assist with pre- and post-production design work. In
addition, the Company provides trained personnel to operate its automated
lighting systems and offers training courses, maintenance and other related
production services to customers.

The Company emphasizes the quality and reliability of its products and,
accordingly, submits all products to vigorous testing at the time they are
returned to the Company at the termination of each rental agreement. The Company
uses an inventory control and management system to locate its rental equipment
at all times anywhere in the world. Each piece of equipment is assigned a serial
number for identification purposes. Equipment utilization is centrally monitored
at the Company's headquarters to determine which

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products are in highest demand in various geographic markets and whether certain
equipment should be relocated to increase utilization and revenue, whether
product shortages that require the production of additional units exist, whether
current pricing is at the appropriate level, and whether excess quantities exist
that may be sold. The maximum utilization rates of the Company's rental
equipment are affected by production scheduling requirements of the customers'
various markets. Utilization rates are also impacted by the quantity of
inventory, maintenance requirements and shipping time. The Company's inventory
control system helps the Company optimize its utilization rates in light of
these factors in order to satisfy customer requirements, maximize revenue and
optimize equipment levels.

MARKETING, SALES AND DISTRIBUTION

The Company markets its products and services to the entertainment industry,
including concert touring, theatre, television and film and corporate events
markets, through various media including, but not limited to, trade shows, trade
advertising and direct marketing. The Company solicits business from lighting
and set designers, other specifiers and consultants, artist managers, producers,
production managers, end users and production companies, promoters, rental
companies, corporations and business associations. The Company believes that its
quality products, reputation for innovation, customer relationships, worldwide
distribution and excellent service are the keys to its success. No customer has
accounted for more than 10% of the Company's revenues for at least the last
three fiscal years.

The Company's Vari-Lite manufacturing and sales division sells its products
through a dedicated sales staff and through independent dealers located in over
40 cities in North America, Europe and Asia. The Company's VLPS operations rents
complete lighting systems and provides services through Company-owned offices
located in New York, Los Angeles, Nashville, Orlando, Las Vegas, Chicago, London
and Tokyo.

The Company relies heavily on its reputation for quality and service, which
is enhanced by its high visibility projects and customers. The Company
reinforces this reputation by advertising in trade and specialty magazines.
Although most of the VLPS rental operations contracts are procured through a
bidding process, the Company believes that competition for both sales and rental
of lighting equipment is based on expertise, quality, price, reputation and, in
the case of VLPS, full service capabilities.

RESEARCH AND DEVELOPMENT; INTELLECTUAL PROPERTY

The Company's proprietary technology and development of innovative products
that meet the needs of its customers have enabled it to expand the applications
for its technology to new products and markets. From time to time, the Company
collaborates with unaffiliated entities to supplement and complement its
internal research and development activities. The Company's innovative research
and development activities were recognized when Vari-Lite, Inc. was awarded
Primetime Emmy-Registered Trademark- awards for its Series 200-TM- system,
VL5-TM- wash luminaire and Virtuoso-TM- control console in 1991, 1994 and 2001,
respectively.

The Company's research and development group consists of over 25 engineers,
technicians and related personnel. These internal capabilities enable the
Company to continually improve existing products, design new products and
develop new technology to meet the needs of its customers. In the fiscal years
ended September 30, 1999, 2000 and 2001, the Company's research and development
expenditures totaled $5.6 million, $5.2 million and $5.3 million, respectively.

The Company's extensive research and development efforts have produced a
number of leading-edge technological developments in the automated lighting
industry. When appropriate, the Company seeks patent protection for its
products. The Company had registered and received more than 45 domestic patents
and more than 190 foreign patents in several different countries and
territories. In addition, the Company consistently has patent applications
pending in the United States and worldwide. The Company's patents cover the
basic concepts, control software, control hardware and features unique to each
of the Company's VARI*LITE-Registered Trademark- luminaire models. The Company
believes that its patents provide it with a

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substantial competitive advantage in the automated lighting industry, and the
Company's ability to compete in the future will depend in part on maintaining
its technological advantage over its competitors.

The Company has obtained trademark protection in the United States and
numerous foreign countries on various names, including, among others,
VARI*LITE-Registered Trademark-, Virtuoso-TM-, Virtuoso DX-TM-, VL2C-TM-,
VL4-TM-, VL5-TM-, VL5Arc-TM-, VL5B-TM-, VL6-TM-, VL6B-TM-, VL6C-TM-, VL7-TM-,
VL7B-TM-, VL1000-TM-, VL2200-TM-, VL2202-TM-, VL2400-TM-, VL2402-TM-,
VL2416-TM-, VARI*IMAGE-TM-, DICHRO*TUNE-TM- and DICHRO*WHEEL-TM-.

COMPETITION

The lighting industry is highly competitive. The Company's manufacturing and
sales operation primarily competes with High End Systems, Inc., Martin Gruppen
A/S, Coemar SPA and Clay Paky SPA. The Company's VLPS rental operation primarily
competes with Production Resource Group, PLC and many other conventional
lighting rental companies. Competitive factors primarily include product
capabilities, quality, reliability, price, worldwide distribution, full service
capabilities, brand name recognition, reputation, customer service and support.
The VARI*LITE-Registered Trademark- brand name has been recognized for years as
the preeminent brand name for automated lighting.

EMPLOYEES

The Company has 336 full-time employees. In addition, the Company has 115
part-time and temporary employees. None of the Company's employees is a party to
any collective bargaining agreement and the Company has never experienced a work
stoppage. The Company considers its relations with its employees to be good.

ITEM 2. PROPERTIES

The Company leases all of its facilities, including three facilities
comprising approximately 114,400 square feet in Dallas, Texas under leases that
expire in April 2002 and April 2003. The Dallas facilities contain the Company's
executive offices, manufacturing, warehouse, maintenance, research and
development facilities and training center. The executive offices and warehouse
space of Vari-Lite Europe, Ltd. are located in London, England in one facility
comprising approximately 57,000 square feet and the associated lease expires in
April 2010. The executive offices of Vari-Lite Asia, Inc., as well as its
technical center, are located in Tokyo in two leased facilities aggregating
approximately 23,300 square feet, the terms of which expire in February 2003 and
November 2004. The Company also leases office and warehouse space in New York
and Los Angeles of 35,300 and 58,000 square feet, respectively, with lease term
expirations of August 2010 and April 2004, respectively. In addition, the
Company leases sales offices in Chicago, Las Vegas, Nashville and Orlando. The
Company believes it maintains generally adequate insurance with respect to its
properties.

ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of its business, the Company is from time to time
threatened with or named as a defendant in various lawsuits, including patent
infringement claims. Additionally, the Company has filed lawsuits claiming
infringements of its patents by third parties for which the Company has been
subject to counterclaims. The Company is not currently involved in any material
legal proceedings incidental to the conduct of its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock trades on the Nasdaq National Market under the
symbol "LITE." The Company consummated its initial public offering of Common
Stock on October 16, 1997. The following table sets forth, on a per share basis
for the periods indicated, the high and low sale prices for the Common Stock as
reported by the Nasdaq National Market:

There were 77 stockholders of record of Common Stock on December 21, 2001.

The Company has not paid, and does not anticipate paying in the foreseeable
future, any cash dividends and expects that future earnings will be retained to
finance operations and expansion. Currently, the payment of cash dividends is
prohibited by the New Credit Facility (as hereinafter defined). See "Liquidity
and Capital Resources".

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data for the Company as of and
for each of the five fiscal years in the period ended September 30, 2001, have
been derived from the audited consolidated financial statements of the Company.
This data should be read in conjunction with the information set forth in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Financial Statements and related notes thereto included
elsewhere in this report.

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(1) The Company does not anticipate paying any cash dividends on the Common
Stock for the foreseeable future and anticipates that future earnings will
be retained to finance future operations and expansion. See "Market for
Registrant's Common Equity and Related Stockholder Matters."

(2) EBITDA is calculated herein as income before income taxes, extraordinary
loss and cumulative effect of change in accounting principle plus
depreciation, amortization and net interest expense. The Company believes
that EBITDA serves as an important financial analysis tool for measuring and
comparing financial information such as liquidity, operating performance and
leverage. EBITDA should not be considered an alternative to net income or
other cash flow measures determined under accounting principals generally
accepted in the United States of America as an indicator of the Company's
performance or liquidity.

EBITDA as disclosed herein may not be comparable to EBITDA as disclosed by
other companies.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

The Company is a leading worldwide designer and manufacturer of automated
lighting systems and distributor of automated and conventional lighting and
related equipment and services. The Company markets its products and services
primarily to the entertainment industry, serving such markets as concert
touring, theater, television and film and corporate events. The Company's
manufacturing and sales division sells VARI*LITE automated lighting equipment
through a dedicated sales staff and a worldwide network of independent dealers.
Through its domestic and international offices, the Company's VLPS rental
division offers complete automated and conventional lighting systems and
lighting production services.

Rental revenues were $78.5 million, $76.4 million and $55.6 million or
85.8%, 81.5% and 76.1% of total revenues during fiscal 1999, 2000 and 2001,
respectively. The majority of the Company's rental revenues are generated from
VLPS' rental of VARI*LITE-Registered Trademark- automated lighting systems, with
the remainder from the rental of conventional lighting equipment, related
equipment and from the provision of services and, through November 2000, from
the rental of concert sound systems. The Company's rental revenues are recorded
as earned over the term of each lease. Rental costs consist of direct costs of
maintaining, supporting and delivering the rental equipment and the depreciation
costs of the capital expenditures incurred to manufacture or purchase the rental
equipment. The Company depreciates rental equipment over periods of five to ten
years.

The Company generates sales revenue from the sale of
VARI*LITE-Registered Trademark- automated lighting equipment as well as, through
April 2001, providing design and production management services to corporations
and business associations for conventions, business meetings and special events.

The following table reflects the percentages of total revenues by market:

Although the Company expects revenues earned from concert touring (primarily
rental revenues) to continue to represent a significant percentage of the
Company's total revenues, from fiscal 1999 to fiscal 2001 concert touring
revenues have decreased as a percentage of the Company's total revenues due to
an increase in rental revenues generated from the Company's other customer
markets, an increase in revenues from product sales and the sale in November
2000, of the Company's concert sound reinforcement business. The Company has
experienced fluctuations in its concert touring revenues because of the
unpredictable nature of the timing and duration of such tours and expects such
fluctuations to continue in the future. The Company anticipates revenue from the
theater market will continue to fluctuate with the development of new theatrical
productions. Revenues earned from the television and film market have increased
from fiscal 1999 to fiscal 2001 as a result of the expanding worldwide
television market and the need to meet additional programming requirements. In
addition, the Company has experienced an increase in revenues from the corporate
events market as a result of an increasing number of companies that desire to
create entertainment-like productions at company meetings and trade shows. The
increase in

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product sales and sales-type leases from fiscal 1999 to fiscal 2001 is the
result of the Company's strategic decision to begin selling
VARI*LITE-Registered Trademark- products in fiscal 2000.

The following table reflects the Company's revenues as a percentage of total
revenues (see Note M of the "Notes to Consolidated Financial Statements") by
geographic region:

The majority of European and Asian revenues are denominated in British
pounds sterling and Japanese yen, respectively. The Company has offices in
London and Tokyo. Prior to their sale in July and October 2000, the Company also
had offices in Brussels, Paris, Madrid, Stockholm and Amsterdam. Fluctuations in
foreign currencies have impacted, and will continue to impact, the Company's
consolidated results of operations due to the translation of foreign currencies
into U.S. dollars. The Company has typically maintained foreign currency
borrowings to act as an economic hedge against fluctuations in British pounds
sterling and Japanese yen. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources."

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RESULTS OF OPERATIONS

The following table sets forth the percentages of total revenues (or as
percentages of a component of total revenues as shown) represented by certain
consolidated income statement data and other data for the indicated periods:

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(1) EBITDA is calculated herein as income before income taxes, extraordinary
loss and cumulative effect of change in accounting principle plus
depreciation, amortization and net interest expense. The Company believes
that EBITDA serves as an important financial analysis tool for measuring and
comparing financial information such as liquidity, operating performance and
leverage. EBITDA should not be considered an alternative to net income or
other cash flow measures determined under accounting principals generally
accepted in the United States of America as an indicator of the Company's
performance or liquidity. EBITDA as disclosed herein may not be comparable
to EBITDA as disclosed by other companies.

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FISCAL YEAR ENDED SEPTEMBER 30, 2001 COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 2000

REVENUES. Total revenues decreased 22.0%, or $20.6 million, to
$73.1 million in fiscal 2001, compared to $93.7 million in fiscal 2000. The
revenue decrease was attributable primarily to the factors set forth below.

RENTAL REVENUES. Rental revenues decreased 27.2%, or $20.8 million, to
$55.6 million in fiscal 2001, compared to $76.4 million in fiscal 2000. This
decrease was entirely due to the sale of the Company's continental European
rental operations in October 2000 and concert sound reinforcement business in
November 2000 which collectively accounted for $1.6 million of rental revenues
in fiscal 2001 compared to $22.4 million in fiscal 2000.

PRODUCT SALES AND SERVICES REVENUES. Although revenues generated from
product sales and services increased in 2001 due, in part, to the sales of new
and used VARI*LITE-Registered Trademark- automated lighting equipment, the
increase was partially offset by the closing of the Company's corporate meeting
and special events management business in April 2001 which had revenues of
$6.7 million in fiscal 2000 and $3.7 million in fiscal 2001. This resulted in
products sales and services revenues in fiscal 2001 being virtually unchanged
from fiscal 2000.

RENTAL COSTS. Rental costs decreased 29.1%, or $10.5 million, to
$25.5 million in fiscal 2001, compared to $36.0 million in fiscal 2000. Rental
costs as a percentage of rental revenues decreased to 45.9% in fiscal 2001, from
47.1% in fiscal 2000. The decrease in rental costs as a percentage of total
rental revenues was primarily due to the sale of the Company's continental
European operations in October 2000 which had higher costs as a percent of
respective revenues than the remainder of the Company's rental business.

PRODUCT SALES AND SERVICES COSTS. Product sales and services costs
increased 5.9%, or $0.6 million, to $11.5 million in fiscal 2001, compared to
$10.9 million in fiscal 2000. Product sales and services costs as a percentage
of product sales and services revenues increased to 65.9% in fiscal 2001, from
62.8% in fiscal 2000. The increase in product sales and services costs as a
percentage of the related revenues was primarily due to the higher costs
associated with the manufacture and sale of new automated lighting equipment
sold in fiscal 2001 as compared to the lower costs associated with the sale of
used automated equipment in fiscal 2000.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense decreased 15.0%, or $5.5 million, to $31.6 million in
fiscal 2001, compared to $37.1 million in fiscal 2000. This decrease was
primarily due to the sale of the Company's continental European rental
operations in October 2000 and concert sound reinforcement business in
November 2000 and the closing of the Company's Hong Kong rental operations in
January 2001 and corporate meeting and special events management business in
April 2001. This expense as a percentage of total revenues increased to 43.2% in
fiscal 2001 from 39.6% in fiscal 2000.

RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense
increased 2.1%, or $0.1 million, to $5.3 million in fiscal 2001, compared to
$5.2 million in fiscal 2000. This expense as a percentage of total revenues
increased to 7.2% in fiscal 2001, from 5.5% in fiscal 2000.

IMPAIRMENT OF ASSETS. In June and October 2000, the Company implemented a
strategic decision to sell a portion of its European operations. As a result,
these European assets were written down to their net realizable value, resulting
in a pre-tax charge of $3.9 million for fiscal 2000.

GAINS ON LAWSUIT SETTLEMENT AND SALE OF LEASE. In August 2000, the Company
settled a patent infringement lawsuit for $5.0 million which resulted in a net
gain of $1.7 million and also negotiated the sale of a building lease in New
York which resulted in a net gain of $2.3 million.

13

INTEREST EXPENSE. Interest expense decreased 55.7%, or $2.9 million, to
$2.3 million in fiscal 2001, compared to $5.2 million in fiscal 2000. This
decrease was due to a lower debt balance and a lower interest rate in fiscal
2001.

INCOME TAXES. The effective tax rate in fiscal 2001 and 2000 were 38.8% and
39.5%, respectively.

FISCAL YEAR ENDED SEPTEMBER 30, 2000 COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 1999

REVENUES. Total revenues increased 2.4%, or $2.2 million, to $93.7 million
in fiscal 2000, compared to $91.5 million in fiscal 1999. The revenue increase
was attributable primarily to the factors set forth below.

RENTAL REVENUES. Rental revenues decreased 2.7%, or $2.1 million, to
$76.4 million in fiscal 2000, compared to $78.5 million in fiscal 1999. This
decrease was primarily due to a decrease in the revenues earned by the Company's
European and Asian rental operations, partially offset by increased revenues
from the Company's North American rental operations.

PRODUCT SALES AND SERVICES REVENUES. Product sales and services revenues
increased 33.1%, or $4.3 million, to $17.3 million in fiscal 2000, compared to
$13.0 million in fiscal 1999. This increase was primarily due to sales of new
and used VARI*LITE-Registered Trademark- automated lighting equipment which
increased $3.6 million from $10.4 million for fiscal 2000 compared to
$6.8 million for fiscal 1999.

RENTAL COSTS. Rental costs decreased 9.0%, or $3.6 million, to
$36.0 million in fiscal 2000, compared to $39.6 million in fiscal 1999. Rental
costs as a percentage of rental revenues decreased to 47.1% in fiscal 2000, from
50.4% in fiscal 1999. The decrease in rental costs as a percentage of total
rental revenues was primarily due to improvement in rental prices and general
reductions in variable operating costs.

PRODUCT SALES AND SERVICES COSTS. Product sales and services costs
increased 47.2%, or $3.5 million, to $10.9 million in fiscal 2000, compared to
$7.4 million in fiscal 1999. Product sales and services costs as a percentage of
product sales and services revenues increased to 62.8% in fiscal 2000, from
56.8% in fiscal 1999. The increase in product sales and services costs as a
percentage of the related revenues was primarily the result of a decrease in
revenues from sales-type leases which have historically had a lower cost
compared to product sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense decreased 2.9%, or $1.1 million, to $37.1 million in
fiscal 2000, compared to $38.2 million in fiscal 1999. This expense as a
percentage of total revenues decreased to 39.6% in fiscal 2000 from 41.7% in
fiscal 1999. This decrease was primarily due to lower overhead costs as a result
of the Company's restructuring efforts.

RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense
decreased 7.8%, or $0.4 million, to $5.2 million in fiscal 2000, compared to
$5.6 million in fiscal 1999. This expense as a percentage of total revenues
decreased to 5.5% in fiscal 2000, from 6.1% in fiscal 1999. This decrease was
primarily the result of a decrease in employee related costs as a result of
employee terminations from the restructuring of the Company in fiscal 1999.

IMPAIRMENT OF ASSETS. In June and October 2000, the Company implemented a
strategic decision to sell a portion of its European operations. As a result,
these European assets were written down to their net realizable value, resulting
in a pre-tax charge of $3.9 million for fiscal 2000.

GAINS ON LAWSUIT SETTLEMENT AND SALE OF LEASE. In August 2000, the Company
settled a patent infringement lawsuit for $5.0 million which resulted in a net
gain of $1.7 million and also negotiated the sale of a building lease in New
York which resulted in a net gain of $2.3 million.

14

RESTRUCTURING COSTS. In 1999, the Company recorded a $0.6 million pretax
charge for the estimated costs of restructuring the Company's operations. The
charge includes severance payments and other costs associated with the
termination of approximately 15 employees. The charge also includes costs
associated with terminating leases and the write off of the net book value of
leasehold improvements associated with the closing of two offices.

INTEREST EXPENSE. Interest expense increased 14.1%, or $0.7 million, to
$5.2 million in fiscal 2000, compared to $4.5 million in fiscal 1999. This
increase was due to higher interest rates in fiscal 2000.

INCOME TAXES. The effective tax rate in fiscal 2000 and 1999 was 39.5%.

QUARTERLY FLUCTUATIONS AND SEASONALITY

The following table sets forth certain quarterly income statement data and
EBITDA for each of the Company's last three fiscal years, which were derived
from unaudited financial statements of the Company. In the opinion of the
Company's management, this income statement data contains all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation thereof.

EBITDA is calculated herein as income before income taxes, extraordinary
loss and cumulative effect of change in accounting principle plus depreciation,
amortization and net interest expense. The Company believes that EBITDA serves
as an important financial analysis tool for measuring and comparing financial
information such as liquidity, operating performance and leverage. EBITDA should
not be considered an alternative to net income or other cash flow measures
determined under accounting principals generally accepted in the United States
of America as an indicator of the Company's performance or liquidity. EBITDA as
disclosed herein may not be comparable to EBITDA as disclosed by other
companies.

15

The Company has experienced and is expected to continue to experience
fluctuations in quarterly operating results, both between different quarters
within the same fiscal year and with respect to the same quarter between
different fiscal years. These fluctuations arise from several factors, including
the timing and dollar value of product sales with customers, the dependence of
the Company on concert tours, which are unpredictable in timing and duration,
the introduction of new products and general economic conditions both
domestically and internationally. Because of the possibilities of significant
fluctuations, results for any quarter may not be indicative of results that may
be achieved in a full year. EBITDA and operating loss for the quarter ended
September 30, 1999, include charges totaling $0.6 million for employee
termination costs associated with restructuring the Company's operations. EBITDA
and operating loss for the quarter ended June 30, 2000, includes charges
totaling $0.7 million for the impairment of assets used in the Company's Madrid,
Spain operations which were sold. EBITDA and operating loss for the quarter
ended September 30, 2000, includes total gains on the settlement of the patent
infringement lawsuit and the sale of a building lease in New York of
$4.0 million partially offset by charges totaling $3.2 million for the
impairment of assets used in the Company's continental European operations which
were sold. EBITDA and operating income for the quarter ended December 31, 2000,
includes a $7.1 million gain on the sale of the Company's sound reinforcement
business.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has financed its operations and capital
expenditures with cash flow from operations, bank borrowings and advances from
customers. The Company's operating activities generated cash flow of
approximately $8.5 million, $9.7 million and $3.3 million during fiscal 1999,
2000 and 2001, respectively.

On December 19, 1997, the Company entered into a $50.0 million multicurrency
revolving credit facility (the "Old Credit Facility"). Borrowings under the Old
Credit Facility were $32.2 million at September 30, 2000. Subsequent to
September 30, 2000, the Company used proceeds of $22.2 million from the sale of
the Company's concert sound reinforcement business and continental European
rental operations and the funding of the London Bank Loans to reduce borrowings
under the Old Credit Facility to $10.0 million.

On December 29, 2000, Vari-Lite, Inc. entered into the New Credit Facility
which includes the $12.0 million Term Loan, the $5.0 million Revolver and the
$3.0 million Capital Expenditure Loan. The Term Loan and Capital Expenditure
Loan amortize over 84 months (subject to a balloon payment on termination of the
"New Credit Facility" as discussed below). Borrowings under the Revolver are
subject to availability under a borrowing base of eligible inventory and
accounts receivable (as defined in the New Credit Facility). As of
September 30, 2001, there was $2.9 million outstanding under the Revolver. Prior
to January 15, 2002, all outstanding borrowings under the New Credit Facility
bear interest at the lender's base rate or LIBOR, plus a rate margin of .75% and
2.50%, respectively. Beginning on January 15, 2002, all outstanding balances
under the New Credit Facility will bear interest at the lender's base rate or
LIBOR, plus a rate margin ranging from 0.25% to 0.75% or 2.00% to 2.50%,
respectively, based upon the Company's ratio of Adjusted Funded Debt to EBITDA
(as defined in the New Credit Facility). The New Credit Facility is guaranteed
by the Company and is secured by all of the stock and substantially all of the
assets of Vari-Lite, and a pledge of 65% of the outstanding capital stock of the
Company's foreign subsidiaries. A commitment fee of 0.25% is charged on the
average daily unused portion of the New Credit Facility. The New Credit Facility
contains compliance covenants, including requirements that the Company achieve
certain financial ratios, as amended on December 31, 2001. In addition, the New
Credit Facility places limitations on annual capital expenditures and on the
ability to incur additional indebtedness, make certain loans or investments,
sell assets, pay dividends or reacquire the Company's stock. The New Credit
Facility terminates on December 31, 2003. Upon termination of the New Credit
Facility, the entire outstanding indebtedness thereunder becomes due and payable
in full.

16

On November 23, 2000, the Company entered into a British pounds sterling
4.0 million (USD 5.8 million) loan with a U.K. bank. On September 27, 2001, the
Company entered into an additional British pounds sterling 0.5 million (USD
0.7 million) loan collectively, the "London Bank Loans". These loans accrue
interest at the rate of 9.1% and 7.78% per annum and amortize over 48 months and
60 months, respectively. The London Bank Loans are secured by all of the assets
of the Company's London operations and include certain financial covenants,
limitations on capital expenditures and intercompany payments and the guarantee
of the Company.

The Company has typically hedged a portion of its currency fluctuation risk
by borrowing foreign currencies. Cash generated from the Company's European and
Asian operations is typically denominated in the local currencies of these
foreign offices and is used to pay expenses incurred in those currencies and
service the foreign currency borrowings. The London Bank Loans are serviced by
cash generated from the Company's London operations and serves as an economic
hedge for net cash generated from these operations. This would not qualify for
hedge accounting under Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities." In the future,
the Company may use other financial instruments to hedge its foreign currency
fluctuation risk.

The Company has borrowed money to purchase computer equipment, office
furniture and fixtures and conventional equipment. These loans typically
amortize over three years and bear interest at various rates ranging from 1.6%
to 9.3%. Proceeds received under this type of financing were approximately
$1.4 million, $2.9 million and $0.2 million for fiscal 1999, 2000 and 2001,
respectively, and borrowings outstanding at September 30, 1999, 2000 and 2001
were approximately $2.6 million, $3.8 million and $1.2 million, respectively. In
addition, in fiscal 2000, the Company borrowed an aggregate of $1.9 million
through various capitalized leases which bear interest at rates of 2.3% to
10.35%. At September 30, 2000 and 2001, respectively, the Company's equipment
borrowings outstanding (including capitalized leases) were $1.7 million and
$0.8 million, respectively.

The Company uses customer advances to fund short-term working capital and
immediate capital expenditure needs for specific contracts. As of September 30,
1999, 2000 and 2001, the Company had unearned revenue related to customer
advances of approximately $2.6 million, $3.3 million and $1.2 million,
respectively.

The Company's business requires on-going capital expenditures. Capital
expenditures for fiscal 1999, 2000 and 2001 were approximately $12.9 million,
$4.0 million and $8.3 million, respectively, of which approximately
$11.2 million, $2.6 million and $7.3 million were for rental equipment
inventories. The majority of the Company's revenues are generated through
equipment rentals and, as such, the Company must maintain a significant amount
of rental equipment to meet customer demands.

Inventory included in current assets consists primarily of raw materials,
finished goods and spare parts inventory for the Company's automated lighting
equipment. Raw materials represented 90%, 90% and 85% of total inventory at
September 30, 1999, 2000 and 2001, respectively.

The Company had a working capital deficit of approximately $0.2 million at
September 30, 1999 and $2.1 million at September 30, 2000 and a working capital
surplus of $15.2 million at September 30, 2001. The Company has historically
maintained working capital deficits since the bulk of its revenue generating
assets are classified as long-term assets rather than current assets. The
working capital surplus in 2001 was primarily the result of the refinancing of
the Company's senior bank debt which resulted in more of the Company's debt
being classified as long term.

The Company did not pay dividends in fiscal 1999, 2000 and 2001 and does not
anticipate paying any cash dividends for the foreseeable future.

Management believes that cash flow generated from operations and borrowing
capacity under the New Credit Facility will be sufficient to meet the
anticipated operating cash needs and capital expenditures for the next twelve
months. Because the Company's future operating results will depend on a number
of

17

factors, including the demand for the Company's products and services, the
Company's ability to market, sell and support products, competition, the success
of the Company's research and development programs, the ability to achieve
competitive and technological advances, general and economic conditions and
other factors beyond the Company's control, there can be no assurance that
sufficient capital resources will be available to fund the expected expansion of
its business beyond such period.

INFLATION

The Company has generally been able to offset cost increases with increases
in the rental rates and sales prices charged for its products and services.
Accordingly, the Company does not believe that inflation has had a material
effect on its results of operations to date. However, there can be no assurance
that the Company's business will not be adversely affected by inflation in the
future.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report includes "forward-looking statements" as that phrase is defined
in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. When used in this report, the words
"anticipate," "believe," "estimate," "expect," "will," "could," "may" and
similar expressions, as they relate to management or the Company, are intended
to identify forward-looking statements. Such statements reflect the current
views of management with respect to future events and are subject to certain
risks, uncertainties and assumptions, including without limitation the following
as they relate to the Company: fluctuations in operating results and
seasonality; the Company's ability to market, sell and support products sold;
technological changes; reliance on intellectual property; dependence on
entertainment industry; competition; dependence on management; foreign exchange
risk; international trade risk; and dependence on key suppliers and dependence
on manufacturing facility. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk primarily due to fluctuations in
interest rates and foreign currency.

As of September 30, 2001, with all other variables held constant, a
hypothetical one percentage point increase in interest rates would result in an
increase in interest expense of approximately $0.2 million.

The Company has typically hedged a portion of its currency fluctuation risk
by borrowing foreign currencies. Cash generated from the Company's European and
Asian operations is typically denominated in the local currencies of these
foreign offices and is used to pay expenses incurred in those currencies and
service the foreign currency borrowings. The London Bank Loans are serviced by
cash generated from the Company's London operations and serves as an economic
hedge for net cash generated from these operations. These activities do not
qualify as hedge accounting under Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities." In the
future, the Company may use other financial instruments to hedge its foreign
currency fluctuation risk.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company and its subsidiaries
which are required by this Item 8 are listed in Part IV, Item 14(a) of this
report. Such consolidated financial statements are included herein beginning on
page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not Applicable.

18

PART III

Certain information required by Part III is omitted from this Report on the
basis that the registrant will file a definitive proxy statement pursuant to
Regulation 14A for its annual meeting of shareholders to be held on March 1,
2002 (the "Proxy Statement") not later than 120 days after the end of the fiscal
year covered by this Report, and certain information included therein is
incorporated herein by reference. Only those sections of the Proxy Statement
which specifically address the items set forth herein are incorporated by
reference. Such incorporation does not include the Report of the Compensation
Committee and Omnibus Committee on Executive Compensation, the Report of the
Audit Committee or the Stock Performance Graph included in the Proxy Statement.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information concerning the Company's directors and executive officers
required by this item is incorporated by reference to the sections entitled
"Election of Directors" and "Management--Executive Officers" in the Proxy
Statement.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the
section entitled "Executive Compensation" in the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated by reference to the
section entitled "Outstanding Capital Stock" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated by reference to the
section entitled "Transactions with Directors, Officers and Affiliates" in the
Proxy Statement.

19

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements

The Financial Statements listed below are filed as part of this Annual
Report on Form 10-K.

(b) Financial Statement Schedule

The auditors' report with respect to the above-listed financial statement
schedule appears on page F-2 of this report. All other financial statements and
schedules not listed are omitted either because they are not applicable or not
required, or the required information is included in the consolidated financial
statements.

(c) No reports on Form 8-K were filed during the last quarter of the year
ended September 30, 2001.

(d) Exhibits

- ------------------------

* Filed herewith.

25

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dallas
and State of Texas on the 31st day of December, 2001.

VARI-LITE INTERNATIONAL, INC.

By: /s/ H.R. BRUTSCHE III
-----------------------------------------
H.R. Brutsche III
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities on the 31st day of December, 2001.

/s/ H.R. BRUTSCHE III Chairman of the Board and Chief Executive
- -------------------------------------------- Officer (Principal Executive Officer)
H.R. Brutsche III

/s/ JEROME L. TROJAN III Vice President--Finance, Chief Financial
- -------------------------------------------- Officer, Treasurer and Secretary (Principal
Jerome L. Trojan III Financial and Accounting Officer)

/s/ JAMES H. CLARK, JR. Director
- --------------------------------------------
James H. Clark, Jr.

/s/ JOHN D. MAXSON Director
- --------------------------------------------
John D. Maxson

/s/ JOHN R. RETTBERG Director
- --------------------------------------------
John R. Rettberg

/s/ WILLIAM C. SCOTT Director
- --------------------------------------------
William C. Scott

/s/ J. ANTHONY SMITH Director
- --------------------------------------------
J. Anthony Smith

/s/ J.R.K. TINKLE Director
- --------------------------------------------
J.R.K. Tinkle

26

INDEX TO FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS OF
VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

Independent Auditors' Report................................ F-2

Consolidated Balance Sheets as of September 30, 2000 and
2001...................................................... F-3

Consolidated Statements of Operations and Comprehensive
Income (Loss) for the Years Ended September 30, 1999,
2000, and 2001............................................ F-4

Consolidated Statements of Stockholders' Equity for the
Years Ended September 30, 1999, 2000 and 2001............. F-5

Consolidated Statements of Cash Flows for the Years Ended
September 30, 1999, 2000 and 2001......................... F-6

Notes to Consolidated Financial Statements.................. F-7

The following financial statement supplementary schedule of
the Registrant and its subsidiaries required to be included in
Item 14(b) is listed below:

Schedule II--Valuation and Qualifying Accounts.............. S-1

F-1

INDEPENDENT AUDITORS' REPORT

To the Stockholders of
Vari-Lite International, Inc.
Dallas, Texas

We have audited the accompanying consolidated balance sheets of Vari-Lite
International, Inc. and subsidiaries (herein referred to as "the Company") as of
September 30, 2000 and 2001, and the related consolidated statements of
operations and comprehensive income (loss), stockholders' equity and cash flows
for each of the three years in the period ended September 30, 2001. Our audits
also included the financial statement schedule listed in the index at
Item 14(b). These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of
September 30, 2000 and 2001, and the results of its operations and its cash
flows for each of the three years in the period ended September 30, 2001, in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

/s/ DELOITTE & TOUCHE LLP

Dallas, Texas
December 31, 2001

F-2

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

See notes to consolidated financial statements.

F-3

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

See notes to consolidated financial statements.

F-4

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001
(IN THOUSANDS EXCEPT SHARE DATA)

See notes to consolidated financial statements.

F-5

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS)

See notes to consolidated financial statements.

F-6

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

NOTE A--ORGANIZATION:

The Company is a leading worldwide designer and manufacturer of automated
lighting systems and distributor of automated and conventional lighting and
related equipment and services. The Company markets its products and services
primarily to the entertainment industry, serving such markets as concert
touring, theater, television and film and corporate events. The Company's
manufacturing and sales division sells VARI*LITE automated lighting equipment
through a dedicated sales staff and a worldwide network of independent dealers.
Through its domestic and international offices, the Company's VLPS rental
division offers complete automated and conventional lighting systems and
lighting production services.

NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION AND USE OF ESTIMATES

The consolidated financial statements of Vari-Lite International, Inc.
include the accounts of its wholly-owned subsidiaries which consist of operating
and holding companies. The operating companies consist of Vari-Lite, Inc.,
Vari-Lite Asia, Inc. and Vari-Lite Production Services, Ltd.

On September 23, 1999, the Company sold substantially all of the assets of
its Dubai operation. On June 30, 2000, the Company sold its entire interest in
Vari-Lite Production Services, S.A. and the VARI*LITE-Registered Trademark-
equipment used in the operations for a loss of $650. On October 26, 2000, the
Company sold its continental European operations. This transaction resulted in a
pre-tax charge of $3,200 which included the write off of all the associated
goodwill. All material intercompany transactions and balances have been
eliminated. On November 17, 2000, the Company transferred substantially all of
the assets of Showco, Inc. ("Showco") to Clearsho, Inc. ("Clearsho"), which
assumed certain of Showco's contract liabilities, in exchange for the sole
membership interest in Clearsho. On November 17, 2000, Showco sold 100% of its
interest in Clearsho which resulted in a net pre-tax gain of $7,100. In April
2001, the Company closed IGNITION! Creative Services, Inc. ("Ignition").
Ignition provided design and production management services to corporations and
business associations for conventions, business meetings and special events.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements.
Actual results could differ from these estimates.

INVENTORY

Inventories are stated at the lower of cost (first-in, first-out method) or
market. Cost includes certain indirect purchasing and handling costs incurred to
acquire and manage inventory and certain overhead costs. Market for raw
materials is based on replacement cost and for other inventory classifications
on net realizable value. Appropriate consideration is given to deterioration,
obsolescence and other factors in evaluating net realizable value.

EQUIPMENT AND OTHER PROPERTY

Equipment and other property are stated at cost or, in the case of
capitalized leases, at the lower of the present value of future lease payments
or the fair value of the equipment. Depreciation and

F-7

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

amortization are provided on the straight-line method over the estimated useful
lives ranging from three to ten years of the various classes of equipment and
other property.

LONG-LIVED ASSETS

As required by Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets to be
Disposed Of," the Company assesses potential impairments to its long-lived
assets when there is evidence that events or changes in circumstances have made
recovery of the assets' carrying value unlikely. An impairment loss would be
recognized when the sum of the expected future net cash flows is less than the
carrying amount of the asset.

OTHER ASSETS

The Company capitalizes and includes in other assets deferred financing
costs and the costs of acquiring patents and trademarks on its products.
Deferred financing costs are amortized over the term of the related debt.
Amortization on patents and trademarks is computed on the straight-line basis
over the lives of the patents or trademarks or the period of expected benefit,
if shorter. In addition, the Company capitalizes legal costs associated with the
pursuit of third parties for infringement of certain of the Company's patents,
copyrights and trademarks when the Company is successful, or management believes
it will be successful, and that these costs will be recovered pursuant to SFAS
No. 121. These costs are amortized over the lives of the applicable patents,
copyrights and trademarks.

FOREIGN CURRENCY TRANSLATION

In accordance with SFAS No. 52, "Foreign Currency Translation," the asset
and liability accounts of the Company's non-U.S. subsidiaries are translated
into U.S. dollars using rates of exchange in effect at the balance sheet date.
Revenues and expenses are translated at exchange rates which approximate the
average rates prevailing during the year. The cumulative translation gains and
losses are a component of comprehensive income and included in stockholders'
equity.

REVENUE RECOGNITION

Revenues related to equipment rental and services are recognized as earned
over the terms of the contracts. Revenues related to the sale of products are
recognized when title passes.

RESEARCH AND DEVELOPMENT

Costs incurred in connection with the development of new products are
considered research and development costs and are charged to operations as
incurred.

DERIVATIVE INSTRUMENTS

Prior to fiscal year 1998, the Company had entered into an interest rate
swap agreement to reduce the risks associated with variable interest rates. The
interest rate swap agreement corresponded to a portion of the outstanding
principal balance of the Company's line of credit. The Company recorded the
amount paid or received pursuant to the swap agreement as an adjustment to
interest expense, and the related payable or receivable to or from the
counterparty as a liability or asset, respectively. In August 1999, the
termination of the interest swap prior to the scheduled maturity resulted in a
charge to expense for the

F-8

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

amount of unamortized costs and payments required under the agreement. The
Company terminated the interest rate swap agreement in August 1999 for $300 in
cash from the counterparty. As a result, the Company recorded a gain for the
amount of cash received in excess of the unamortized costs. The gain is included
in selling, general and administrative expenses in the accompanying income
statement. As of September 30, 2001, the Company did not have any derivative
financial instruments.

FAIR VALUE OF FINANCIAL INSTRUMENTS

In assessing the fair value of financial instruments at September 30, 2000
and 2001, the Company has used available market information and other valuation
methodologies. Some judgment is necessarily required in interpreting market data
to develop the estimates of fair value, and, accordingly, the estimates are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.

The carrying amounts of cash, receivables, payables and long term
obligations approximated fair value as of September 30, 2000 and 2001.

EQUITY-BASED COMPENSATION

SFAS No. 123 establishes a method of accounting whereby recognized option
pricing models are used to estimate the fair value of equity based compensation,
including options. The Company has elected, as provided by SFAS No. 123, not to
recognize compensation expense for employee equity based compensation as
calculated under SFAS No. 123, but will recognize any related expense in
accordance with the provisions of APB Opinion No. 25. Disclosure of amounts
required by SFAS 123 are included in Note G.

INCOME TAXES

The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes," and files a consolidated federal income tax
return. Deferred tax assets and liabilities are recorded based on the difference
between the tax basis of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences. Provision is
made for deferred taxes relating to temporary differences in the recognition of
income and expense for financial reporting and for income tax purposes.

NET INCOME (LOSS) PER SHARE

Net income per share is calculated by dividing net income by the weighted
average shares outstanding for the applicable period. Common stock equivalents,
including warrants and options, are included, to the extent considered dilutive,
using the treasury stock method and are assumed to be outstanding for the full
period in the period of issuance. Options to purchase 736,100, 657,900 and
743,700 shares of Common Stock at prices ranging from $13.20 to $1.125 were
outstanding at September 30, 1999, 2000 and 2001, respectively. Warrants to
purchase 296,057 shares of Common Stock at a price of $3.75 were outstanding at
September 30, 1999, 2000 and 2001. None of the options or warrants in 1999 and
2000 were included in the computation of diluted EPS as they were antidilutive.
At September 30, 2001, 64,847 options ranging from $1.125 to $1.375 were
included in the computation of diluted EPS.

F-9

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and
SFAS No. 138. SFAS 133, as amended, which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities. The Company adopted SFAS
No. 133 effective October 1, 2000 which adoption does not have any impact on the
financial position or results of operations of the Company because the Company
does not have any derivative financial instruments.

On July 1, 2001, the Company adopted the Securities and Exchange Commission
("SEC") Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
Financial Statements. The Company's revenue recognition policies were in
substantial conformity with the SAB.

SFAS No. 142, Goodwill and Other Intangible Assets, must be adopted by the
Company in the first quarter of its fiscal year 2003, and will be applied to all
goodwill and other intangible assets recognized on the balance sheet, regardless
of when those assets were initially recognized. Goodwill must be tested for
impairment as of the beginning of the fiscal year of adoption and annually
thereafter. Goodwill acquired in a business combination completed after
June 30, 2001 cannot be amortized.

In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, that replaces SFAS No. 121 and certain
provisions of Accounting Principles Board Opinion No. 30 relating to reporting
of discontinued operations, effective for the Company's fiscal year 2003.

Management does not anticipate that the adoption of SFAS Nos. 142 or 144
will significantly impact the results of operations or financial position of the
Company.

SEGMENT REPORTING

The Company operates in geographic segments located in North America, Europe
and Asia. The Company markets its products and services to the entertainment
industry, including concert touring, theatre, television and film and corporate
events markets, through various media including, but not limited to, trade
shows, trade advertising and direct marketing. The Company solicits business
from lighting and set designers, other specifiers and consultants, artist
managers, producers, production managers, end users and production companies,
promoters, rental companies, corporations and business associations. No customer
has accounted for more than 10% of the Company's revenues for at least the last
three fiscal years. The Company does not rely on any major customer for a
significant amount of its operation. See Note M for segment information.

F-10

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

NOTE C--INVENTORY:

Inventory consists of the following:

NOTE D--OTHER ASSETS:

Other assets consist of the following:

NOTE E--LONG-TERM OBLIGATIONS:

Long-term obligations expressed in U.S. dollars consist of the following:

Based on the total borrowings outstanding as of September 30, 2000 and 2001,
the weighted average interest rates were 11.75% and 6.98%, respectively.

On December 19, 1997, the Company entered into a $50.0 million multicurrency
revolving credit facility ("Old Credit Facility"). Borrowings under the Old
Credit Facility were $32,200 at September 30, 2000. Subsequent to September 30,
2000, the Company used proceeds of $22,200 from the sale of the Company's
concert sound reinforcement business and continental European rental operations
and the funding of the London Bank Loans to reduce borrowings under the Old
Credit Facility to $10,000.

F-11

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

On December 29, 2000, Vari-Lite, Inc. entered into the New Credit Facility
which includes the $12,000 Term Loan, the $5,000 Revolver and the $3,000 Capital
Expenditure Loan. The Term Loan and Capital Expenditure Loan amortize over
84 months (subject to a balloon payment on termination of the "New Credit
Facility" as discussed below). Borrowings under the Revolver are subject to
availability under a borrowing base of eligible inventory and accounts
receivable (as defined in the New Credit Facility). As of September 30, 2001,
there was $2,916 outstanding under the Revolver. Prior to January 15, 2002, all
outstanding borrowings under the New Credit Facility bear interest at the
lender's base rate or LIBOR, plus a rate margin of .75% and 2.50%, respectively.
Beginning on January 15, 2002, all outstanding balances under the New Credit
Facility will bear interest at the lender's base rate or LIBOR, plus a rate
margin ranging from 0.25% to 0.75% or 2.00% to 2.50%, respectively, based upon
the Company's ratio of Adjusted Funded Debt to EBITDA (as defined in the New
Credit Facility). The New Credit Facility is guaranteed by the Company and is
secured by all of the stock and substantially all of the assets of
Vari-Lite, Inc., and a pledge of 65% of the outstanding capital stock of the
Company's foreign subsidiaries. A commitment fee of 0.25% is charged on the
average daily unused portion of the New Credit Facility. The New Credit Facility
contains compliance covenants, including requirements that the Company achieve
certain financial ratios, as amended on December 31, 2001. In addition, the New
Credit Facility places limitations on annual capital expenditures and on the
ability to incur additional indebtedness, make certain loans or investments,
sell assets, pay dividends or reacquire the Company's stock. The New Credit
Facility terminates on December 31, 2003. Upon termination of the New Credit
Facility, the entire outstanding indebtedness thereunder becomes due and payable
in full.

On November 23, 2000, the Company entered into a British pounds sterling
4.0 million (USD 5.8 million) loan with a U.K. bank. On September 27, 2001, the
Company entered into an additional British pounds sterling 0.5 million (USD
0.7 million) loan collectively, the "London Bank Loans". These loans accrue
interest at the rate of 9.1% and 7.78% per annum and amortize over 48 months and
60 months, respectively. The London Bank Loans are secured by all of the assets
of the Company's London operations and include certain financial covenants,
limitations on capital expenditures and intercompany payments and the guarantee
of the Company.

The Company has typically hedged a portion of its currency fluctuation risk
by borrowing foreign currencies under the Old Credit Facility. Cash generated
from the Company's European and Asian operations is typically denominated in the
local currencies of these foreign offices and is used to pay expenses incurred
in those currencies and service the foreign currency borrowings. The London Bank
Loans are serviced by cash generated from the Company's London operations and
serves as an economic hedge for net cash generated from these operations. This
would not qualify for hedge accounting under Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities." In the future, the Company may use other financial instruments to
hedge its foreign currency fluctuation risk.

In 1999, the Company expensed a portion of the deferred financing costs
related to the Old Credit Facility as a result of the modification in terms. The
write-off of $271 is included in the interest expense in the accompanying
financial statements.

F-12

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

Maturities of long-term obligations, including capital lease obligations,
are approximately as follows:

2002........................................................ $ 4,893
2003........................................................ 3,942
2004........................................................ 13,757
2005........................................................ 664
2006........................................................ --
-------
$23,256
=======

NOTE F--COMMITMENTS AND CONTINGENCIES:

In the ordinary course of its business, the Company is from time to time
threatened with or named as a defendant in various lawsuits, including patent
infringement claims. Additionally, the Company has filed lawsuits claiming
infringements of its patents by third parties for which the Company has been
subject to counterclaims. The Company is not currently involved in any material
legal proceedings.

NOTE G--STOCKHOLDERS' EQUITY:

The Company authorized 10,000,000 shares of preferred stock which the
Company's Board of Directors may issue for such consideration and on such terms
as it deems desirable, including voting and conversion rights that could
adversely affect the holders of common stock.

The Company has a Stockholders Rights Plan (the "Rights Plan") that is
designed to provide protection against coercive or unfair takeover tactics.
Under the Rights Plan, the Company made a dividend distribution of one preferred
stock purchase right for each share of common stock held of record as of
September 27, 1999. Each right entitles the holder to buy one-one thousandth of
a share of the Company's Series A Junior Participating Preferred Stock at an
initial exercise price of $8.50. The Rights will be exercisable only if a person
or group acquires beneficial ownership of 15% or more of the Company's common
stock or announces a tender offer which would result in such a person or group
beneficially owning 15% or more of the Company's common stock. At that time,
each Right not owned by such person or group will entitle its holder to
purchase, at the Rights then current exercise price, shares of the Company's
common stock having a value of twice the Right's exercise price. The Rights are
redeemable by the Company and expire on September 26, 2009.

The Company has a fixed option plan which allows for the issuance of stock
options and reserves shares of common stock for issuance to executives, key
employees and directors. No compensation cost has been recognized for the stock
options which were issued at or above fair value at the date of grant in fiscal
1999, 2000 and 2001. Had compensation cost for the Company's stock option plans
been determined based on the fair value at the grant date for awards in fiscal
1999, 2000 and 2001 consistent with the provisions in SFAS No. 123, the
Company's net income and earnings per share would have been as follows:

F-13

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

The weighted-average fair value of the individual options granted during
fiscal 1999, 2000 and 2001 was estimated at $1.52, $0.47 and $0.40,
respectively, on the date of grant. The fair values were determined using a
Black-Scholes option pricing model with the following assumptions for 1999, 2000
and 2001:

Under the plan, the total number of stock options that may be granted is
1,200,000. The price of the options granted pursuant to the plan are equal to
the fair market value of the common stock on the date of grant. The options vest
over a two month to five year period and expire after ten years from the date of
grant.

F-14

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

At September 30, 2001, exercise prices, number of options outstanding and
remaining contractual life are shown in the following table:

In July 1996, in connection with an amendment to the Company's credit
facility, the Company issued warrants to purchase up to 242,233 shares of Common
Stock at an exercise price based on the Company's earnings as defined in the
warrant agreement ($11.53 per share). These warrants were valued at $600 and
recorded in stockholders' equity. The terms of the warrants also provide for
registration rights and adjustments to the price and number of shares in certain
circumstances. In August 1999, as part of an amendment to the Company's credit
facility, the Company issued additional warrants to purchase 53,824 shares of
Common Stock at $3.75 per share. These warrants were assigned no value. The
amendment also repriced the warrants to purchase 242,233 shares from a price of
$11.53 per share to $3.75 per share. In connection with the repricing, the value
of the warrants was written off to additional paid in capital. The warrants
expire on December 31, 2004 and as of September 30, 2001, no warrants had been
exercised.

F-15

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

NOTE H--LEASES:

AS LESSOR

The Company was a lessor under sales-type leases. Leases classified as
sales-type leases generally stipulated that all lease payments be made within
30 days of the commencement of the lease term; however, the Company had also
entered into certain sales-type leases that allowed for periodic payments
throughout the term of the lease. The Company recorded revenues of $4,665,
$1,222 and $0 and cost of products and services of $1,674, $683 and $0 for the
years ended September 30, 1999, 2000 and 2001, respectively, related to
sales-type leases.

AS LESSEE

The Company leases certain computers and equipment. The following is a
summary of assets held under capital leases:

The Company also leases manufacturing facilities and office space. The
future minimum lease payments as of September 30, 2001, including those which
relate to capital leases which are included in long-term obligations, are as
follows:

Rental expense for the years ended September 30, 1999, 2000 and 2001 was
$3,100, $3,405 and $2,976, respectively.

In December 1995, the Company entered into a lease with an unaffiliated
developer for land. Rent expense under this lease was $99 for the year ended
September 30, 1999. In December 1998, the lease was canceled as a result of the
sale of the land by the lessor, resulting in a gain to the Company of
approximately $500 which is included in selling, general and administrative
expense in the accompanying financial statements.

F-16

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

NOTE I--IMPAIRMENT OF ASSETS:

On June 30, 2000, the Company sold its Madrid, Spain operations and related
assets. On October 26, 2000, the Company sold the remainder of its continental
European operations and related assets. These transactions resulted in a pre-tax
charge of $3,850 in fiscal 2000.

NOTE J--RESTRUCTURING COSTS:

In the fourth quarter of fiscal 1999, the Company recorded a pre-tax charge
of $600 (or $369 after taxes, $0.05 per basic and diluted share) for the
estimated costs of restructuring certain of the Company's operations. The charge
includes severance payments and other costs associated with the termination of
approximately 15 employees. The charge also includes the cost associated with
terminating leases and the write off of the net book value of leasehold
improvements associated with the closing of two offices. Communication of the
employee terminations and office closings occurred prior to September 30, 1999
and severance payments were completed by the end of fiscal 2000.

NOTE K--INCOME TAXES:

The provision (benefit) for income taxes consists of the following:

A reconciliation of income taxes computed at the U.S. Federal statutory tax
rate to the provision for income taxes is as follows:

Deferred income taxes reflect the net tax effects of deductible temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income

F-17

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

tax purposes. The tax effects of significant items comprising the Company's net
deferred income taxes consists of the following:

For tax purposes, the Company has approximately $2,531 of foreign tax
credits that expire in 2006 and a net loss carryover of $3,721 that will expire
in 2019 through 2020. In addition, approximately $597 of alternative minimum tax
credits (which do not expire) are available to offset future regular tax
liability. In addition, the Company has general business credit carryforwards of
$780 that will expire in 2011 through 2019. The benefit of these tax credit
carryforwards have been recognized for financial statement purposes as part of
deferred taxes. In fiscal 2000 and 2001, there was a valuation allowance of $257
and $793, respectively, related to foreign tax credits.

International income taxes relate to the Company's operations in England,
Japan and Hong Kong.

NOTE L--EMPLOYEE BENEFIT PLANS:

The Company has a defined contribution 401(k) plan in which substantially
all its U.S. employees can elect to be participants. Under the terms of the
401(k) plan, employees can defer up to 20% of their earnings up to the permitted
maximum as defined by IRS regulations. The Company matches 50% of the employee's
contribution up to 5% of the employee's earnings during the plan year. During
the years ended September 30, 1999, 2000 and 2001, the Company's cost to match
employee contributions was approximately $310, $320 and $208, respectively.

Substantially all employees of the Company's London-based operations may
elect to be participants in the Vari-Lite Europe Pension Plan. The plan is a
defined contribution plan under which employees may contribute up to 3% of their
base salaries. The Company makes contributions at a rate of 200% of the employee
contributions, with additional contributions made for certain key employees. The
Company incurred costs of $208, $154 and $119, representing matching
contributions for the years ended September 30, 1999, 2000 and 2001,
respectively.

The Company adopted an employee stock ownership plan ("ESOP"), effective
January 1, 1995, in which its U.S. employees are eligible to participate after
completing one year of service, attaining age

F-18

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

twenty-one and being a participant making elective deferrals in the Company's
401(k) Plan. Each year the Company may make discretionary contributions of cash
to the ESOP as determined by the Board of Directors or a committee thereof.
Participants' interests in the ESOP are distributed in the form of cash or stock
upon normal retirement, disability, death or at a specific time after any other
termination of employment.

Prior to January 1, 2001, the Company maintained an employee stock
equivalence plan ("ESEP") for the Company's non-U.S. subsidiaries, which was
effective January 1, 1995, in which its employees were eligible to participate
after completing one year of service, attaining age twenty-one and for
London-based employees, participating in the VLEH Pension Plan. Each year the
Company made discretionary contributions of stock to the ESEP as determined by
the Board of Directors or a committee thereof. Participants' interests in the
ESEP were distributed in the form of cash upon normal retirement, disability,
death or at a specific time after any other termination of employment.
Subsequent to yearend, the Company terminated the ESEP.

In 1999, the Company accrued $250 for contribution to the ESOP and ESEP and
subsequently in 2000 made a cash contribution to the Trustee. In 2000, the
Company accrued $250 for contribution to the ESOP and ESEP and subsequently in
2000 and 2001 made a cash contribution to the Trustee. In 2001, the Company
accrued $250 for contribution to the ESOP of which $109 was funded at
September 30, 2001.

NOTE M--SEGMENT INFORMATION:

In 1999, the Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which supersedes SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131 establishes
standards for the reporting by public business enterprises of information about
product lines, geographic areas and major customers. The method for determining
what information to report is based on the way that management organizes the
operation segments within the Company for making operational decisions and
assessments of financial performance. The Company's chief operating decision
maker is considered to be the Company's Chief Operating Officer ("COO"). The COO
reviews financial information presented on a consolidated basis accompanied by
disaggregated information about revenues by geographic region and by product
lines for purposes of making operating decisions and assessing financial
performance. The Company has three reportable segments: North America, Europe
and Asia, which are organized, managed and analyzed geographically and operate
in one

F-19

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

industry segment. Information about the Company's operations for the fiscal
years ended September 30, 1999, 2000 and 2001 is presented below:

NOTE N--RELATED PARTY TRANSACTIONS:

Certain directors provided consulting services to the Company and received
fees totaling approximately $241, $241 and $236 for each of the years ended
September 30, 1999, 2000 and 2001, respectively.

At September 30, 2000 and 2001, the Company had notes receivable from
stockholders totaling $19 and $0, respectively, related to common stock
purchases. The notes bear interest at 9.75% and were collateralized by 16,937
shares of common stock as of September 30, 2000. These notes were paid in full
on December 31, 2000.

F-20

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

NOTE O--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED):

The following summarizes the unaudited quarterly results of operations for
the years ended September 30, 1999, 2000 and 2001:

The operating loss for the quarter ended September 30, 1999, includes
charges totaling $600 for employee termination costs associated with
restructuring the Company's operations.

The operating loss for the quarter ended June 30, 2000, includes a $650
write-down of VLPS Madrid assets to their net realizable value. The operating
income for the quarter ended September 30, 2000, includes gains on the
settlement of the patent infringement lawsuit and the sale of a building lease
in New York of $3,993 partially offset by charges of $3,200 for the impairment
of assets used in the Company's continental European operations. The operating
income for the quarter ended December 31, 2000, includes a $7,100 gain on the
sale of the Company's sound reinforcement business.

F-21

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

(IN THOUSANDS EXCEPT SHARE DATA)

NOTE P--SUBSEQUENT EVENTS:

Subsequent to September 30, 2001, the Company amended the financial
covenants included in the New Credit Facility (See Note E). This amendment
provides for lower financial covenants through September 30, 2002 and is
effective on December 31, 2001.

Subsequent to September 30, 2001, the Company reduced its work force by
approximately 11% and reduced other overhead costs. These cuts will result in
reductions to general and administrative and research and development costs that
should provide annualized savings of approximately $4.0 million.

Management believes that cash flow generated from operations and borrowing
capacity under the New Credit Facility will be sufficient to meet the
anticipated operating cash needs and capital expenditures for the next twelve
months. Because the Company's future operating results will depend on a number
of factors, including the demand for the Company's products and services, the
Company's ability to market, sell and support products, competition, the success
of the Company's research and development programs, the ability to achieve
competitive and technological advances, general and economic conditions and
other factors beyond the Company's control, there can be no assurance the
sufficient capital resources will be available to fund the expected expansion of
its business beyond such period.

F-22

SCHEDULE II
VARI-LITE INTERNATIONAL, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001
(IN THOUSANDS OF DOLLARS)

S-1