Back to GetFilings.com
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
(MARK ONE)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________________ TO _________________
Commission file number: 001-12391
---------------
PANAVISION INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3593063
---------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6219 DE SOTO AVENUE
WOODLAND HILLS, CALIFORNIA 91367
------------------------------------------ --------------
(Address of principal executive offices) (Zip code)
(818) 316-1000
Registrant's telephone number including area code
---------------
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 |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
As of November 14, 2002, there were 8,769,919 shares of Panavision Inc.
Common Stock outstanding.
================================================================================
PANAVISION INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2002
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations................... 3
Condensed Consolidated Balance Sheets............................. 5
Condensed Consolidated Statements of Cash Flows................... 6
Notes to Condensed Consolidated Financial Statements.............. 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 15
Item 3 Quantitative and Qualitative Disclosures About Market Risk........ 21
Item 4. Controls and Procedures........................................... 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................. 22
Item 2. Changes in Securities............................................. 22
Item 3. Defaults Upon Senior Securities................................... 22
Item 4. Submission of Matters to a Vote of Security Holders............... 22
Item 5. Other Information................................................. 22
Item 6. Exhibits and Reports on Form 8-K.................................. 22
SIGNATURES................................................................. 23
CERTIFICATIONS ............................................................ 24
2
PART I
ITEM 1. FINANCIAL STATEMENTS
The financial information herein and management's discussion thereof
include consolidated data for Panavision Inc. ("Registrant" or "Panavision") and
its subsidiaries. Registrant and its subsidiaries are sometimes herein referred
to collectively as the "Company".
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
POST-M&F PURCHASE
----------------------
THIRD QUARTER ENDED
SEPTEMBER 30,
2002 2001
-------- --------
Camera rental ...................................... $ 33,394 $ 23,235
Lighting rental .................................... 8,495 6,409
Sales and other .................................... 10,573 8,317
-------- --------
Total revenue ...................................... 52,462 37,961
Cost of camera rental .............................. 15,470 14,118
Cost of lighting rental ............................ 6,829 5,968
Cost of sales and other ............................ 6,132 4,631
-------- --------
Gross margin ....................................... 24,031 13,244
Selling, general and administrative expenses ....... 13,514 14,266
Research and development expenses .................. 822 1,216
-------- --------
Operating income (loss) ............................ 9,695 (2,238)
Interest income .................................... 208 130
Interest expense ................................... (8,222) (9,684)
Foreign exchange gain .............................. 504 736
Refinancing expense ................................ (31) --
Other, net ......................................... 189 284
-------- --------
Income (loss) before income taxes .................. 2,343 (10,772)
Income tax benefit (provision) ..................... (1,643) 2,550
-------- --------
Net income (loss) .................................. $ 700 $ (8,222)
======== ========
Net loss attributable to common stockholders ....... $ (595) $ (8,222)
======== ========
Net loss per share -- basic and diluted ............ $ (0.07) $ (0.94)
======== ========
Shares used in computation -- basic and diluted .... 8,770 8,770
See accompanying notes.
3
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NINE MONTHS ENDED SEPTEMBER 30, 2001
------------------------------------
POST-M&F PURCHASE POST-M&F PURCHASE PRE-M&F PURCHASE
----------------- ----------------- ----------------
NINE MONTHS PERIOD FROM PERIOD FROM COMBINED
ENDED APRIL 20 TO JANUARY 1 TO NINE MONTHS ENDED
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001 APRIL 19, 2001 SEPTEMBER 30, 2001*
------------------ ------------------ -------------- -------------------
Camera rental ................................. $ 88,782 $ 52,591 $ 45,660 $ 98,251
Lighting rental ............................... 24,701 13,784 9,629 23,413
Sales and other ............................... 27,878 14,806 10,520 25,326
--------- -------- -------- ---------
Total revenue ................................. 141,361 81,181 65,809 146,990
Cost of camera rental ......................... 45,919 26,456 18,089 44,545
Cost of lighting rental ....................... 19,847 11,315 8,234 19,549
Cost of sales and other ....................... 17,076 8,204 5,681 13,885
--------- -------- -------- ---------
Gross margin .................................. 58,519 35,206 33,805 69,011
Selling, general and administrative expenses .. 40,055 28,062 17,076 45,138
Research and development expenses ............. 3,206 2,413 1,841 4,254
--------- -------- -------- ---------
Operating income .............................. 15,258 4,731 14,888 19,619
Interest income ............................... 367 168 269 437
Interest expense .............................. (25,482) (18,562) (14,771) (33,333)
Foreign exchange gain (loss) .................. 712 489 (748) (259)
Refinancing expense ........................... (4,524) -- -- --
Other, net .................................... 964 40 885 925
--------- -------- -------- ---------
Income (loss) before income taxes ............. (12,705) (13,134) 523 (12,611)
Income tax benefit (provision) ................ 3,712 5,030 (1,011) 4,019
--------- -------- -------- ---------
Net loss ...................................... $ (8,993) $ (8,104) $ (488) $ (8,592)
========= ======== ======== =========
Net loss attributable to common stockholders .. $ (10,588) $ (8,104) $ (488) $ (8,592)
========= ======== ======== =========
Net loss per share -- basic and diluted ....... $ (1.21) $ (0.92) $ (0.06) $ (0.98)
========= ======== ======== =========
Shares used in computation -- basic and diluted 8,770 8,770 8,770 8,770
* This column is not intended to be a pro forma presentation of the results
of the Company for the period.
See accompanying notes.
4
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
POST-M&F PURCHASE
-------------------------------------
ASSETS SEPTEMBER 30, 2002 DECEMBER 31, 2001
------------------ -----------------
Current assets: (UNAUDITED)
Cash and cash equivalents ........................................................... $ 6,938 $ 2,048
Accounts receivable (net of allowance of $1,461 and $1,414) ......................... 32,680 23,735
Inventories ......................................................................... 10,740 10,136
Prepaid expenses .................................................................... 4,075 2,919
Other current assets ................................................................ 1,695 903
--------- ---------
Total current assets ................................................................... 56,128 39,741
Property, plant and equipment, net ..................................................... 225,031 233,678
Goodwill, net .......................................................................... 253,614 248,125
Patents and trademarks, net ............................................................ 67,639 66,662
Other assets ........................................................................... 13,991 13,010
--------- ---------
Total assets ........................................................................... $ 616,403 $ 601,216
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................................................... $ 5,064 $ 8,301
Accrued liabilities ................................................................. 23,272 16,512
Due to affiliates ................................................................... -- 1,705
Current maturities of long-term debt ................................................ 280,027 23,680
--------- ---------
Total current liabilities .............................................................. 308,363 50,198
Long-term debt ......................................................................... 157,773 448,623
Note payable to affiliate .............................................................. 6,868 --
Deferred tax liabilities ............................................................... 17,590 24,406
Other liabilities ...................................................................... 8,665 2,664
Commitments and Contingencies
Redeemable Series B Cumulative Pay-in-Kind Preferred Stock, $0.01 par value;
100,000 shares authorized; 49,199 shares issued and outstanding at September 30, 2002
(liquidation preference of $1,000 per share plus accrued and unpaid dividends) ...... 50,471 --
Stockholders' equity:
Series A Non-Cumulative Perpetual Participating Preferred Stock, $0.01 par
value; 2,000,000 shares authorized; 1,381,690 shares issued and outstanding
at September 30, 2002 and December 31, 2001 (liquidation preference of $1 per
share plus declared and unpaid dividends) ........................................... 14 14
Common Stock, $0.01 par value; 50,000,000 shares authorized; 8,769,919 shares issued
and outstanding at September 30, 2002 and December 31, 2001 ......................... 88 88
Additional paid-in capital .......................................................... 184,142 187,151
Revaluation capital ................................................................. 333,199 333,135
Accumulated deficit ................................................................. (441,953) (432,960)
Accumulated other comprehensive loss ................................................ (8,817) (12,103)
--------- ---------
Total stockholders' equity ............................................................. 66,673 75,325
--------- ---------
Total liabilities and stockholders' equity ............................................. $ 616,403 $ 601,216
========= =========
See accompanying notes.
5
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30, 2001
-----------------------------------
POST-M&F PURCHASE POST-M&F PURCHASE PRE-M&F PURCHASE
----------------- ----------------- ----------------
NINE MONTHS PERIOD FROM PERIOD FROM COMBINED NINE
ENDED APRIL 20 TO JANUARY 1 TO MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, APRIL 19, SEPTEMBER 30,
2002 2001 2001 2001*
------------- ------------- ------------ -------------
OPERATING ACTIVITIES
Net loss .............................................. $ (8,993) $ (8,104) $ (488) $ (8,592)
Adjustments to derive net cash provided by operating
activities:
Depreciation and amortization .................... 32,857 23,052 11,518 34,570
(Gain) loss on sale of property and equipment .... (1,066) 213 (798) (585)
Amortization of discount on subordinated notes ... 1,480 8,689 5,707 14,396
Deferred income tax benefit ...................... (6,816) (7,159) -- (7,159)
Changes in operating assets and liabilities:
Accounts receivable .......................... (8,945) 7,287 (207) 7,080
Inventories .................................. (604) (738) 84 (654)
Prepaid expenses and other current assets .... (1,948) (944) (411) (1,355)
Accounts payable ............................. (3,237) (233) (1,335) (1,568)
Accrued liabilities .......................... 6,760 (2,355) (2,831) (5,186)
Due to affiliates ............................ (1,705) -- -- --
Other, net ....................................... (1,401) (3,682) (14) (3,696)
-------- -------- -------- --------
Net cash provided by operating activities ............. 6,382 16,026 11,225 27,251
INVESTING ACTIVITIES
Capital expenditures .................................. (19,874) (8,875) (10,462) (19,337)
Proceeds from dispositions of fixed assets ............ 2,319 -- 780 780
-------- -------- -------- --------
Net cash used in investing activities ................. (17,555) (8,875) (9,682) (18,557)
FINANCING ACTIVITIES
Borrowings under notes payable and credit agreement ... 32,226 7,200 6,700 13,900
Repayments of notes payable and credit agreement ...... (29,597) (16,046) (7,331) (23,377)
Deferred financing costs .............................. (1,656) -- -- --
Proceeds from issuance of Preferred Series B Stock .... 10,000 -- -- --
Investment by Deluxe Laboratories, Inc. in EFILM, LLC . 5,000 -- -- --
-------- -------- -------- --------
Net cash provided by (used in) financing activities ... 15,973 (8,846) (631) (9,477)
Effect of exchange rate changes on cash ............... 90 76 (249) (173)
-------- -------- -------- --------
Net increase (decrease) in cash and cash equivalents .. 4,890 (1,619) 663 (956)
Cash and cash equivalents at beginning of period ...... 2,048 5,644 4,981 4,981
-------- -------- -------- --------
Cash and cash equivalents at end of period ............ $ 6,938 $ 4,025 $ 5,644 $ 4,025
======== ======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period ....................... $ 20,427 $ 11,109 $ 9,184 $ 20,293
Income taxes paid during the period ................... $ 2,091 $ 2,303 $ 1,217 $ 3,520
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
In June 2002, the Company issued 49,199 shares of Preferred Series B Stock in
exchange for $10,000 cash and $37,726 principal amount at maturity of Existing
Notes plus unpaid accrued interest of $1,473. For the nine months ended
September 30, 2002, an accreted dividend of $1,595 was recorded. In July 2002,
the Company purchased Las Palmas Productions, Inc. from M&F Worldwide by issuing
a $6.7 million note payable.
* This column is not intended to be a pro forma presentation of the cash
flows of the Company for the period.
See accompanying notes.
6
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PREPARATION
Panavision Inc. (the "Company") is a majority-owned subsidiary of M&F
Worldwide Corp. ("M&F Worldwide") which is a majority-owned indirect subsidiary
of Mafco Holdings Inc. ("Mafco Holdings").
On April 19, 2001, M&F Worldwide and PX Holding Corporation ("PX Holding"),
a wholly owned subsidiary of Mafco Holdings, announced that, pursuant to a stock
purchase agreement, M&F Worldwide had purchased all 7,320,225 shares (the
"Purchased Shares") of the Company's Common Stock held by PX Holding (the "M&F
Purchase"). The Purchased Shares constituted approximately 83.5% of the
Company's then outstanding Common Stock. As a result of the purchase, Mafco
Holdings increased its indirect interest in M&F Worldwide to a majority
position.
M&F Worldwide accounted for the M&F Purchase as a purchase, and purchase
accounting adjustments were pushed down to the Panavision financial statements
for the period subsequent to April 19, 2001 (designated "Post-M&F Purchase").
The Panavision financial statements for the periods ended prior to April 19,
2001 were prepared using Panavision's historical basis of accounting and are
designated as "Pre-M&F Purchase." Accordingly, the results of the Company for
the Pre-M&F Purchase period and the Post-M&F Purchase period are not comparable.
In connection with the M&F Purchase, the carrying values of Panavision's
assets and liabilities were changed to reflect the fair values of the assets and
liabilities as of the acquisition date to the extent of M&F Worldwide's 83.5%
controlling interest. The remaining 16.5% is reported using Panavision's
historical basis.
As a result of the purchase price allocation, for assets and liabilities
representing 83.5% of the totals, the following adjustments were recorded as of
the acquisition date to adjust the historical carrying values (in thousands):
INCREASE
(DECREASE)
----------
Property, plant and equipment .......................... $ 40,783
Goodwill ............................................... 260,070
Tradename .............................................. 68,612
Other .................................................. (2,838)
Long-term debt ......................................... 3,847
Deferred tax assets..................................... 15,553
Deferred tax liabilities................................ 45,134
Certain shareholders of M&F Worldwide brought lawsuits against M&F
Worldwide and its directors challenging the M&F Purchase as an alleged breach of
fiduciary duty and seeking, among other things, rescission of the transaction.
One of the shareholders dismissed his lawsuit pursuant to a settlement. On July
26, 2002, the remaining parties to that litigation entered into a Stipulation of
Settlement. Pursuant to the Stipulation of Settlement, which has been approved
by the court in which the litigation is pending, Mafco Holdings will acquire (1)
the shares of the Company's Common Stock that M&F Worldwide purchased in April
2001, (2) the shares of the Company's Series A Non-Cumulative Perpetual
Participating Preferred Stock, par value $0.01 per share (the "Series A
Preferred Stock"), that M&F Worldwide acquired in December 2001, (3) the 9 5/8%
Senior Subordinated Discount Notes due 2006 (the "Existing Notes") that a
subsidiary of M&F Worldwide acquired in November 2001, and (4) the note in the
amount of $6.7 million (the "Las Palmas Note") that the Company issued to M&F
Worldwide on its acquisition of the shares
7
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
of Las Palmas Productions, Inc. ("Las Palmas") (see Note 10). In addition, all
agreements to which M&F Worldwide is a party entered into in connection with the
M&F Purchase and the December 2001 issuance of the Series A Preferred Stock will
be terminated. Thus, after consummation of the settlement, the Company will
cease to be a subsidiary of M&F Worldwide, but Mafco Holdings will continue to
indirectly control 85.7% of the voting shares in the Company. The Company does
not expect that such settlement will have an impact on the recorded values of
its assets or liabilities.
The accompanying condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions for
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. The results of
operations for interim periods are not necessarily indicative of the results
that may be expected for the fiscal year. The Condensed Consolidated Financial
Statements should be read in conjunction with the consolidated financial
statements and accompanying notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001. All terms used but not defined
elsewhere herein have the meaning ascribed to them in the Company's 2001 Annual
Report on Form 10-K.
The Condensed Consolidated Financial Statements include the accounts of the
Company and its consolidated subsidiaries. All significant intercompany amounts
and transactions have been eliminated.
Certain amounts in previously issued financial statements have been
reclassified to conform to the 2002 presentation.
2. INVENTORIES
Inventories consist of the following (in thousands):
SEPTEMBER 30, 2002 DECEMBER 31, 2001
------------------ -----------------
(UNAUDITED)
Finished goods.................... $ 2,599 $ 2,242
Work-in-process................... 266 162
Component parts................... 1,415 1,583
Spare parts and supplies.......... 1,811 2,027
Goods purchased for resale........ 4,649 4,122
------- -------
$10,740 $10,136
======= =======
3. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes, including the collectibility of receivables
and the realization of assets such as property, plant and equipment and deferred
taxes. Actual results could differ from such estimates.
8
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. LONG-TERM DEBT
On March 15, 2002, the Company amended its Existing Credit Agreement to,
among other things, revise certain of the financial tests and required ratios
that the Company must maintain through December 31, 2002. As required under the
amended Existing Credit Agreement, on June 28, 2002, the Company (1) acquired
from Mafco Holdings $10 million in cash and $37.7 million principal amount at
maturity of Existing Notes in exchange for 49,199 shares of the Company's
Redeemable Series B Cumulative Pay-in-Kind Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock"), (2) cancelled the $37.7 million
principal amount at maturity of Existing Notes promptly after receiving them and
(3) paid the lenders a fee equal to 1% of the amount of the balance of the
Existing Credit Agreement.
On April 1, 2002, the Company entered into an agreement with certain
holders of its Existing Notes that gave the Company the option to acquire from
these holders Existing Notes with a face value of $78.4 million at a price of
$650 per $1,000 of principal amount. On June 28, 2002, Mafco Holdings acquired
this option from the Company and subsequently exercised the option on July 3,
2002.
In April 2002, the Company postponed an offering of Secured Notes it had
previously announced and also deferred its plans to replace its Existing Credit
Agreement with a new credit agreement. As a result, the Company expensed all
costs (primarily legal, accounting, advisory and lenders' fees) in connection
with the refinancing. Such costs are reflected in refinancing expense in the
accompanying Condensed Consolidated Statements of Operations.
On June 14, 2002, the Company amended its Existing Credit Agreement to,
among other things, allow the Company to (1) acquire the shares of Las Palmas
from M&F Worldwide in exchange for the Las Palmas Note, (2) contribute the
assets of Las Palmas and certain other assets owned by the Company to the
newly-formed EFILM, LLC in exchange for 80% of its membership interests (see
Note 10) and (3) allow Deluxe Laboratories, Inc. to purchase 20% of the EFILM,
LLC membership interests for $5 million. In addition, certain covenants were
amended.
At the closing of the M&F Purchase, Ronald O. Perelman, Mafco Holdings'
sole shareholder, delivered a letter to M&F Worldwide in which Mr. Perelman
agreed that, if M&F Worldwide determines in its good faith reasonable judgment
that Panavision is unable to make required payments of principal or interest
under its Existing Credit Agreement or its Existing Notes, he or corporations
under his control will provide such financial support to M&F Worldwide as may be
required by Panavision in connection with such payments of principal and
interest. Pursuant to the Stipulation of Settlement discussed in Note 1, this
letter agreement will be terminated.
Effective September 30, 2002, the Company amended the Existing Credit
Agreement to, among other things, reduce the minimum EBITDA the Company was
required to achieve for the four fiscal quarters ending September 30, 2002 (the
"Amendment"). This provision of the Amendment will expire on March 28, 2003.
As a consequence of the Amendment, the Company is in compliance with the
financial covenants under the Existing Credit Agreement for the period ending
September 30, 2002. It is unlikely, however, that the Company will achieve the
required EBITDA for the year ending December 31, 2002. As a result, and in
accordance with the requirements of generally accepted accounting principles,
the debt outstanding under the Existing Credit Agreement has been reclassified
as a current liability on the Company's consolidated balance sheet. If the
Company were unable to meet the minimum EBITDA for the year ending December 31,
2002, then in such event as early as January 2003 or, were the Company
successful in achieving the minimum EBITDA, then upon expiration of the
Amendment on March 28, 2003, the Company will be required to seek additional
waivers or amendments of the covenants under the Existing Credit Agreement or,
in the absence of such waivers or amendments, obtain other
9
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
sources of financing were the lenders under the Existing Credit Agreement
unwilling to permit the debt to remain outstanding. Also, were the lenders
unwilling to permit the debt under the Existing Credit Agreement to remain
outstanding, then the holders of the Existing Notes would have a similar right
to demand repayment. Although the lenders under the Existing Credit Agreement
have accommodated the Company to date and the Company believes that the lenders
will continue to do so, there can be no assurance that they will continue to do
so nor can there be any assurance that the Company could successfully effect any
alternate financing.
The Amendment also provides that it is an event of default if (i) by
February 1, 2003, an affiliate of the Company fails to make a cash equity
contribution to the Company in the amount of the interest due February 1, 2003
on Existing Notes held by affiliates of the Company on that date or (ii) by
March 28, 2003, the Existing Credit Agreement is not refinanced or the debt of
the Company reduced, in either case by an amount acceptable to the lenders under
the Existing Credit Agreement, or an affiliate of the Company fails to make a
cash equity contribution to the Company in the amount of the interest which was
due on February 1, 2003 on Existing Notes held by non-affiliates of the Company
on that date. Mafco Holdings has agreed to make, on appropriate terms, the
required cash equity contributions to the Company.
Although there can be no assurance, the Company expects that cash flows
from operations, borrowings under the Existing Credit Agreement, cash equity
contributions from Mafco Holdings and advances from affiliates will be
sufficient to enable the Company to meet its anticipated cash requirements
through March 28, 2003, including for operating expenses, working capital,
capital expenditures, further investment in EFILM, LLC and scheduled debt
service requirements.
5. ISSUANCE OF SERIES B PREFERRED STOCK
As discussed above, on June 28, 2002, the Company issued 49,199 shares of
Series B Preferred Stock to Mafco Holdings. The Series B Preferred Stock is
non-voting, has a liquidation preference of $49.2 million plus accrued and
unpaid dividends, and entitles its holders to cumulative dividends at a rate of
10% per annum. The terms of the Series B Preferred Stock indicate that such
stock may be redeemed by the Company, as its option, at any time at a price of
$1,000 per share, plus accrued and unpaid dividends. Since a subsidiary of Mafco
Holdings maintains the majority shareholder vote of the Company, the Series B
Preferred Stock is deemed to be redeemable at the option of Mafco Holdings and
is, accordingly, classified outside of permanent equity in the accompanying
Condensed Consolidated Balance Sheets.
The issuance of the Series B Preferred Stock was recorded at its redemption
value (which management believes approximates fair value), net of $323,000 of
transaction costs. Because the Series B Preferred Stock is redeemable at the
option of Mafco Holdings as described above, the Company is required to carry
the Series B Preferred Stock at its redemption value. The Company recorded an
accreted dividend of $1,295,000 during the quarter ended September 30, 2002 in
accordance with the terms of the Series B Preferred Stock.
6. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS
Goodwill and Other Intangible Assets
The Company adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142") as of January 1, 2002.
Amortization of goodwill was discontinued as of January 1, 2002. In addition,
the Company's tradename was determined to have an indefinite useful life and,
therefore, amortization of this asset was also discontinued as of January 1,
2002.
10
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company performed impairment tests relating to its tradename and
goodwill during the first and second quarters of 2002, respectively, and no
impairment was determined as a result of these tests. The Company will perform
its annual impairment review during the fourth quarter of each year, commencing
in the fourth quarter of 2002. A reconciliation of reported net loss to net loss
adjusted to reflect the impact of the discontinuance of the amortization of
goodwill and tradename for the three and nine months ended September 30, 2001 is
as follows (in thousands):
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 2001 SEPTEMBER 30, 2001
------------------ -------------------
Reported net loss................... $ (8,222) $ (8,592)
Add back: Goodwill and
tradename amortization... 3,334 5,924
------------------ -------------------
Adjusted net loss................... $ (4,888) $ (2,668)
=================== ====================
Long-Lived Assets
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which is effective
for fiscal years beginning after December 15, 2001. SFAS 144 supersedes SFAS No.
121, "Accounting for the Impairment or Disposal of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions relating to the disposal of a segment of a business of Accounting
Principles Board Opinion No. 30. The adoption of SFAS 144 did not have a
material effect on the Company's consolidated financial position, results of
operations and cash flows.
11
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. GEOGRAPHICAL INFORMATION
The following table presents certain financial information by geographic
region (in thousands):
------------ ------------- ------------ ------------ -------------
THREE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 2002 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------ ------------- ------------ ------------ -------------
Revenue from
external customers........... $ 28,643 $ 17,419 $ 6,400 $ - $ 52,462
Intersegment revenue........... 4,092 1,023 - - 5,115
Operating income (loss)........ 11,697 (972) 995 (2,025) 9,695
------------ ------------- ------------ ------------ -------------
THREE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 2001 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------ ------------- ------------ ------------ -------------
Revenue from
external customers........... $ 19,000 $ 14,633 $ 4,328 $ - $ 37,961
Intersegment revenue........... 2,048 1,155 - - 3,203
Operating income (loss)........ 2,983 (1,378) 32 (3,875) (2,238)
------------ ------------- ------------ ------------ -------------
NINE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 2002 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------ ------------- ------------ ------------ -------------
Revenue from
external customers........... $ 72,454 $ 49,160 $ 19,747 $ - $ 141,361
Intersegment revenue........... 11,270 3,049 - - 14,319
Operating income (loss)........ 18,466 (3,571) 3,746 (3,383) 15,258
------------ ------------- ------------ ------------ -------------
NINE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 2001 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------ ------------- ------------ ------------ -------------
Revenue from
external customers........... $ 79,245 $ 51,233 $ 16,512 $ - $ 146,990
Intersegment revenue........... 10,457 3,460 - - 13,917
Operating income (loss)........ 28,769 (2,576) 2,051 (8,625) 19,619
The accounting policies of the geographic regions are the same as those
described in Note 1 of the Notes to the Consolidated Financial Statements
included in the Company's 2001 Annual Report on Form 10-K.
8. COMPREHENSIVE LOSS
For the quarters ended September 30, 2002 and 2001, comprehensive loss
amounted to $(13,000) and $(7,224,000), respectively. For the nine months ended
September 30, 2002 and 2001, comprehensive loss amounted to $(5,707,000) and
$(11,422,000) respectively. The difference between net income (loss) and
comprehensive loss relates to the change in the Company's foreign currency
translation adjustments.
9. NET LOSS PER SHARE
For the three and nine months ended September 30, 2002 and 2001, the basic
and diluted per share data is based on the weighted-average number of common
shares and dilutive potential common shares outstanding during the period.
Potential common shares, consisting of outstanding stock options and warrants,
are not included in the diluted loss per share calculation since they are
antidilutive.
12
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table sets forth the computation for basic and diluted
earnings per share (in thousands, except per share information):
POST-M&F PURCHASE
--------------------------------------------
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------------------------
2002 2001
---------------------- --------------------
Numerator:
Net income (loss)......................................... $ 700 $ (8,222)
Accreted dividends on Redeemable Series B
Preferred Stock......................................... (1,295) -
----------- --------
Numerator for basic and diluted loss per share -
net loss attributable to common stockholders............ $ (595) $ (8,222)
=========== ========
Denominator:
Denominator for basic loss per share -
weighted average shares................................. 8,770 8,770
Effect of dilutive securities -
stock options and warrants.............................. - -
----------- --------
Denominator for diluted loss per share -
adjusted weighted average shares........................ 8,770 8,770
Basic loss per share.......................................... $ (0.07) $ (0.94)
=========== ========
Diluted loss per share........................................ $ (0.07) $ (0.94)
=========== ========
13
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2001
----------------------------------------------
POST-M&F PURCHASE POST-M&F PURCHASE PRE-M&F PURCHASE
--------------------------------------------------------------------
NINE MONTHS PERIOD FROM PERIOD FROM
ENDED APRIL 20 TO JANUARY 1 TO
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001 APRIL 19, 2001
--------------------------------------------------------------------
Numerator:
Net loss.......................................... $ (8,993) $ (8,104) $ (488)
Accreted dividends on Redeemable Series B
Preferred Stock................................. (1,595) - -
---------- ---------- ----------
Numerator for basic and diluted loss per share -
net loss attributable to common stockholders.... $ (10,588) $ (8,104) $ (488)
========== ========== ==========
Denominator:
Denominator for basic loss per share -
weighted average shares......................... 8,770 8,770 8,770
Effect of dilutive securities -
stock options and warrants...................... - - -
---------- ---------- ----------
Denominator for diluted loss per share -
adjusted weighted average shares................ 8,770 8,770 8,770
Basic loss per share................................. $ (1.21) $ (0.92) $ (0.06)
========== ========== ==========
Diluted loss per share............................... $ (1.21) $ (0.92) $ (0.06)
========== ========== ==========
10. EFILM, LLC
From July 2, 2001 through July 1, 2002, the Company managed EFILM, a
laboratory providing digital processing services to the motion picture and
television industries, pursuant to various lease and secondment agreements with
Las Palmas. On July 2, 2002, the Company acquired the shares of Las Palmas from
M&F Worldwide in exchange for a Note in the amount of $6.7 million plus interest
at 10% per annum, payable on September 30, 2005 or upon refinancing of the
Existing Credit Agreement (the "Las Palmas Note"). Since the Company and Las
Palmas are under common control, the transaction was accounted for at historical
cost in a manner similar to that of a pooling of interests. The prior periods
were not restated to give effect to Las Palmas since the impact was not
material. Immediately following the acquisition, the Company contributed the
assets of Las Palmas and certain other assets owned by the Company to the newly
formed EFILM, LLC in exchange for 80% of its membership interests. At the same
time, Deluxe Laboratories, Inc. purchased 20% of the EFILM, LLC membership
interests for $5 million. The Company maintains a controlling interest and
therefore consolidates the results of EFILM, LLC. The accompanying Condensed
Consolidated Statements of Operations include the results of EFILM, LLC from
July 2, 2002. Minority interest, representing Deluxe Laboratories, Inc.'s equity
in ownership of EFILM, LLC, is included in Other Liabilities in the accompanying
Condensed Consolidated Balance Sheets.
11. OTHER MATTERS
On August 5, 2002, the New York Stock Exchange ceased listing the Company's
Common Stock, which now trades over the counter under the ticker symbol PVIS.OB.
14
PANAVISION INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company's revenue is derived from three sources: (i) camera rental
operations, (ii) lighting rental operations, and (iii) sales and other revenue.
Revenue from camera rental operations consists of the rental of camera systems,
lenses and accessories to the motion picture and television industries through a
network of rental offices located throughout North America, Europe and the Asia
Pacific region. The rental of cinematographic equipment to major feature film
productions comprises the largest component of revenue generated from camera
rental operations.
The Company's lighting rental operations generate revenue through the
rental of lighting, lighting grip, transportation and distribution equipment, as
well as mobile generators, which are all used in the production of feature
films, television programs, commercials and other events. The Company owns and
operates lighting rental facilities in the United Kingdom, Canada and Australia.
Revenue generated by Lee Lighting, the Company's lighting rental facility
located in the United Kingdom, generates the majority of the Company's lighting
rental operations revenue.
Sales and other revenue is comprised of: (i) the manufacture and sale of
lighting filters through Lee Filters in the United Kingdom and the United
States; (ii) EFILM's operations, which provide high-resolution scanning of film,
digital color timing, laser film recording of digital video and high definition
images to film and digital mastering services to the motion picture and
television industries, and (iii) sales of various consumable products, such as
film stock, light bulbs and gaffer tape, which are used in all types of
productions.
On July 26, 2002, the parties to pending litigation brought by M&F
Worldwide shareholders entered into a Stipulation of Settlement. Pursuant to the
Stipulation of Settlement, which has been approved by the court in which the
litigation is pending, Mafco Holdings will acquire (1) the shares of the
Company's Common Stock that M&F Worldwide purchased in April 2001, (2) the
shares of the Company's Series A Preferred Stock that M&F Worldwide acquired in
December 2001, (3) the Existing Notes that a subsidiary of M&F Worldwide
acquired in November 2001, and (4) the Las Palmas Note. In addition, all
agreements to which M&F Worldwide is a party entered into in connection with the
M&F Purchase and the December 2001 issuance of the Series A Preferred Stock will
be terminated. Thus, after consummation of the settlement, Panavision will cease
to be a subsidiary of M&F Worldwide, but Mafco Holdings will continue to
indirectly control 85.7% of the voting shares of the Company.
This section should be read in conjunction with the Consolidated Financial
Statements and accompanying Notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001 and the Critical Accounting
Policies as disclosed under item 7 in the Company's Annual Report on Form 10-K
for the year ended December 31, 2001.
RESULTS OF OPERATIONS
The following discussion and analysis includes the Company's consolidated
results of operations for 2002, representing the Post-M&F Purchase period. With
respect to 2001, the following discussion and analysis includes the combined
amounts of the Pre-M&F Purchase period and the Post-M&F Purchase period. Such
combined amounts do not represent a pro forma presentation of the results of the
Company for 2001.
15
PANAVISION INC.
QUARTER ENDED SEPTEMBER 30, 2002 COMPARED TO QUARTER ENDED SEPTEMBER 30, 2001
CAMERA RENTAL OPERATIONS
Camera rental revenue for the third quarter of 2002 was $33.4 million.
Revenue increased $10.2 million, or 44.0%, compared to the third quarter of
2001. The increase was primarily due to the resumption to a more normal feature
film production environment in the third quarter of 2002, as compared to an
unusually low level of worldwide feature film productions in the third quarter
of 2001.
Cost of camera rental for the third quarter of 2002 was $15.5 million, an
increase of $1.4 million, or 9.9% from the third quarter of 2001. The 2002 costs
included approximately $0.8 million of additional depreciation resulting from
the fair value adjustments arising from the M&F Purchase in April 2001.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the third quarter of 2002 was $8.5 million.
Revenue increased $2.1 million, or 32.8%, as compared to the third quarter of
2001. The increase reflects stronger feature film revenues in the U.K. and
Australia.
Cost of lighting rental for the third quarter of 2002 was $6.8 million, an
increase of $0.8 million, or 13.3%, from the third quarter of 2001. This change
reflects increased costs associated with the revenue growth.
SALES AND OTHER
Sales and other revenue in the third quarter of 2002 increased $2.3
million, or 27.7%, from the third quarter of 2001. The increase reflects higher
lighting filter and expendable sales worldwide and additional revenue generated
by EFILM.
Cost of sales and other for the third quarter of 2002 increased $1.5
million, or 32.6%, as compared to the third quarter of 2001. The increase is
primarily due to additional costs associated with EFILM's operation and higher
lighting filter and expendable sales.
OPERATING COSTS
Selling, general and administrative expenses for the third quarter of 2002
were $13.5 million, a decrease of $0.8 million, or 5.6%, as compared to the
third quarter of 2001. The decrease was primarily due to the elimination of
approximately $3.3 million of goodwill and tradename amortization resulting from
the company's adoption of SFAS 142 on January 1, 2002. The reductions were
offset by approximately $1.1 million of additional costs associated with EFILM's
operation and other items.
Research and development expenses for the third quarter of 2002 were $0.8
million, a decrease of $0.4 million, or 33.3%, as compared to the third quarter
of 2001. The decrease was primarily due to cost control programs, including
headcount reductions.
INTEREST, TAXES AND OTHER
Net interest expense for the third quarter of 2002 was $8.0 million, a
decrease of $1.6 million, or 16.7%, as compared to the third quarter of 2001.
The decrease primarily reflects lower interest rates and debt levels as compared
to the third quarter of 2001.
Foreign exchange gain for the third quarter of 2002 was $0.5 million, down
$0.2 million, or 28.6%, from the third quarter of 2001. This change is primarily
due to the effect of the fluctuating British Pound rate on U.S. Dollar-
denominated payable balances held in the U.K.
16
PANAVISION INC.
The tax provision was $1.6 million for the quarter ended September 30,
2002, as opposed to a tax benefit of $2.6 million for the quarter ended
September 30, 2001. This change is due to domestic operations, which generated
an income tax provision of $0.2 million in the third quarter of 2002, as opposed
to domestic operations that generated an income tax benefit of $3.0 million in
the third quarter of 2001. Additionally, the Company's foreign operations
generated an income tax provision of $1.4 million in the third quarter of 2002,
as compared to an income tax provision of $0.4 million in the third quarter of
2001. See Notes 2 and 6 of the Notes to Consolidated Financial Statements
included in the Company's 2001 Annual Report on Form 10-K for a discussion of
the Company's Tax Sharing Agreements.
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 2001
CAMERA RENTAL OPERATIONS
Camera rental revenue for the nine months ended September 30, 2002 was
$88.8 million. Revenue decreased $9.5 million or 9.7%, compared to the nine
months ended September 30, 2001. The decline reflects substantially lower
feature film production as compared to a robust feature film environment in the
first half of 2001. The strong feature film environment in 2001 occurred in
anticipation of the possibility of mid-year strikes by the Writers Guild of
America and Screen Actors Guild. Both of the labor negotiations were concluded
at the end of the second quarter of 2001 without any labor disruption. The lower
revenue also reflects a reduction in revenue generated by a lower level of
Movies of the Week. Revenue generated from television commercials remains weak
worldwide.
Cost of camera rental for the nine months ended September 30, 2002 was
$45.9 million, an increase of $1.4 million, or 3.1% from the nine months ended
September 30, 2001. The 2002 costs include approximately $2.6 million of
additional depreciation resulting from the fair value adjustments arising from
the M&F Purchase, offset by the impact of cost reductions achieved in 2002.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the nine months ended September 30, 2002 was
$24.7 million, an increase of $1.3 million, or 5.6%, compared to the nine months
ended September 30, 2001. The increase reflects strong feature revenue in the
U.K. and Australia.
Cost of lighting rental for the nine months ended September 30, 2002 was
$19.9 million, an increase of $0.4 million, or 2.1%, from the nine months ended
September 30, 2001.
SALES AND OTHER
Sales and other revenue in the nine months ended September 30, 2002 was
$27.9 million, an increase of $2.6 million, or 10.3%, from the nine months ended
September 30, 2001. The increase primarily reflects the revenue generated by
EFILM, which the Company began operating in the third quarter of 2001.
Cost of sales and other for the nine months ended September 30, 2002 were
$17.1 million, an increase of $3.2 million, or 23.0%, as compared to the nine
months ended September 30, 2001. The increase is primarily due to additional
costs associated with EFILM's operation.
OPERATING COSTS
Selling, general and administrative expenses for the nine months ended
September 30, 2002 were $40.0 million, a decrease of $5.1 million, or 12.0%, as
compared to the nine months ended September 30, 2001. The decrease was primarily
due to worldwide cost reductions and the elimination of approximately $5.7
million of goodwill and
17
PANAVISION INC.
tradename amortization resulting from the company's adoption of SFAS 142 on
January 1, 2002. The reductions were offset by approximately $3.0 million of
additional costs associated with EFILM's operation and $0.6 million of
compensation charges recorded in Canada.
Research and development expenses for the nine months ended September 30,
2002 were $3.2 million, a decrease of $1.1 million, or 25.6%, from the nine
months ended September 30, 2001. The decrease was primarily due to cost control
programs, including headcount reductions.
INTEREST, TAXES AND OTHER
Net interest expense for the nine months ended September 30, 2002 was $25.1
million, a decrease of $7.8 million, or 23.7%, as compared to the nine months
ended September 30, 2001. The decrease primarily reflects lower interest rates
and debt levels as compared to the nine months ended September 30, 2001.
Foreign exchange gain for the nine months ended September 30, 2002 was $0.7
million, as compared to a $0.3 million loss for the nine months ended September
30, 2001. This change is primarily due to the effect of the fluctuating British
Pound rate on U.S. Dollar-denominated payable balances held in the U.K.
Refinancing expense of $4.5 million for the nine months ended September 30,
2002 reflects costs incurred in connection with the Company's discontinued
offering of secured notes and bank refinancing. These costs include $2.2 million
of charges, primarily consisting of professional fees incurred in connection
with the Company's refinancing and lenders' fees of $2.9 million paid in
accordance with the March Amendment. Such charges were offset by a gain of
approximately $0.6 million associated with the $37.7 million principal amount at
maturity of Existing Notes that were cancelled on June 28, 2002.
The tax benefit was $3.7 million for the nine months ended September 30,
2002, as compared to a tax benefit of $4.0 million for the nine months ended
September 30, 2001. This change is due to domestic operations, which generated
an income tax benefit of $6.5 million in the nine months ended September 30,
2002, as compared to $6.8 million in the nine months ended September 30, 2001.
Additionally, the Company's foreign operations generated an income tax provision
of $2.8 million in the nine months ended September 30, 2002, unchanged as
compared to the nine months ended September 30, 2001. See Notes 2 and 6 of the
Notes to Consolidated Financial Statements included in the Company's 2001 Annual
Report on Form 10-K for a discussion of the Company's Tax Sharing Agreements.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain information from the Company's
Condensed Consolidated Statements of Cash Flows for the periods indicated (in
thousands):
NINE MONTHS
ENDED SEPTEMBER 30,
-------------------------------
2002 2001
--------------- --------------
Net cash provided by (used in):
Operating activities.................................. $ 6,382 $ 27,251
Investing activities.................................. (17,555) (18,557)
Financing activities.................................. 15,973 (9,477)
Cash provided by operating activities for the nine months ended September
30, 2002, totaled $6.4 million comprised of the net loss of $9.0 million,
adjusted for depreciation and amortization of $32.9 million and the amortization
of the discount on the Existing Notes of $1.5 million, offset by the net change
in working capital (excluding cash) and other miscellaneous items totaling $19.0
million, which includes the repurchase of minority
18
PANAVISION INC.
ownership interests in the Company's Canadian subsidiary for approximately $2.1
million. Total investing activities of $17.6 million included $19.9 million of
capital expenditures, offset by $2.3 million in proceeds received from the
disposition of fixed assets. Capital expenditures were primarily used to
manufacture camera rental systems and accessories, purchase lighting equipment
and expand EFILM's operation. Cash provided by financing activities was $16.0
million, reflecting borrowings of $32.2 million, repayments of $29.6 million
under the Existing Credit Agreement, deferred financing costs of $1.6 million,
the issuance of Series B Preferred Stock for $10.0 million in cash and the $5.0
million investment by Deluxe Laboratories, Inc. in EFILM, LLC.
Cash provided by operating activities for the nine months ended September
30, 2001, totaled $27.3 million comprised of the net loss of $8.6 million,
adjusted for depreciation and amortization of $34.6 million and the amortization
of the discount on the Notes of $14.4 million, offset by the net change in
working capital (excluding cash) and other miscellaneous items totaling $13.1
million. Total investing activities of $18.6 million included $19.3 million of
capital expenditures, offset by $0.7 million in proceeds received from the
disposition of fixed assets. The majority of the capital expenditures were used
to manufacture camera rental systems and accessories. Cash used in financing
activities was $9.5 million, primarily reflecting a decrease in net borrowings
under the Credit Agreement.
As of September 30, 2002, amounts outstanding under the Existing Credit
Agreement were $180.8 million and $99.2 million for the term facilities and
revolving facility, respectively. The revolver is a 6-year facility with a
maximum aggregate principal amount of $100.0 million. As of September 30, 2002,
the Company also had outstanding subordinated notes of approximately $155.7
million (exclusive of a step-up in basis of $2.1 million recorded in connection
with the M&F Purchase).
On March 15, 2002, the Company amended its Existing Credit Agreement to,
among other things, revise certain of the financial tests and required ratios
that the Company must maintain through December 31, 2002. As required under the
amended Existing Credit Agreement, on June 28, 2002, the Company (1) acquired
from Mafco Holdings $10 million in cash and $37.7 million principal amount at
maturity of Existing Notes in exchange for 49,199 shares of the Company's
Redeemable Series B Pay-in-Kind Preferred Stock, (2) cancelled the $37.7 million
principal amount at maturity of Existing Notes promptly after receiving them and
(3) paid the lenders a fee equal to 1% of the amount of the balance of the
Existing Credit Agreement.
On April 1, 2002, the Company entered into an agreement with certain
holders of its Existing Notes that gave the Company the option to acquire from
these holders Existing Notes with a face value of $78.4 million at a price of
$650 per $1,000 of principal amount. On June 28, 2002, Mafco Holdings acquired
this option from the Company and subsequently exercised the option on July 3,
2002.
In April 2002, the Company postponed an offering of Secured Notes it had
previously announced and also deferred its plans to replace its Existing Credit
Agreement with a new credit agreement. As a result, the Company expensed all
costs (primarily legal, accounting, advisory and lenders' fees) in connection
with the refinancing. Such costs are reflected in refinancing expense in the
accompanying Condensed Consolidated Statements of Operations.
On June 14, 2002, the Company amended its Existing Credit Agreement to,
among other things, allow the Company to (1) acquire the shares of Las Palmas
from M&F Worldwide in exchange for the Las Palmas Note, (2) contribute the
assets of Las Palmas and certain other assets owned by the Company to the
newly-formed EFILM, LLC in exchange for 80% of its membership interests and (3)
allow Deluxe Laboratories, Inc. to purchase 20% of the EFILM, LLC membership
interests for $5 million. In addition, certain covenants were amended.
Effective September 30, 2002, the Company amended the Existing Credit
Agreement to, among other things, reduce the minimum EBITDA the Company was
required to achieve for the four fiscal quarters ending September 30, 2002 (the
"Amendment"). This provision of the Amendment will expire on March 28, 2003.
19
PANAVISION INC.
As a consequence of the Amendment, the Company is in compliance with the
financial covenants under the Existing Credit Agreement for the period ending
September 30, 2002. It is unlikely, however, that the Company will achieve the
required EBITDA for the year ending December 31, 2002. As a result, and in
accordance with the requirements of generally accepted accounting principles,
the debt outstanding under the Existing Credit Agreement has been reclassified
as a current liability on the Company's consolidated balance sheet. If the
Company were unable to meet the minimum EBITDA for the year ending December 31,
2002, then in such event as early as January 2003 or, were the Company
successful in achieving the minimum EBITDA, then upon expiration of the
Amendment on March 28, 2003, the Company will be required to seek additional
waivers or amendments of the covenants under the Existing Credit Agreement or,
in the absence of such waivers or amendments, obtain other sources of financing
were the lenders under the Existing Credit Agreement unwilling to permit the
debt to remain outstanding. Also, were the lenders unwilling to permit the debt
under the Existing Credit Agreement to remain outstanding, then the holders of
the Existing Notes would have a similar right to demand repayment. Although the
lenders under the Existing Credit Agreement have accommodated the Company to
date and the Company believes that the lenders will continue to do so, there can
be no assurance that they will continue to do so nor can there be any assurance
that the Company could successfully effect any alternate financing.
The Amendment also provides that it is an event of default if (i) by
February 1, 2003, an affiliate of the Company fails to make a cash equity
contribution to the Company in the amount of the interest due February 1, 2003
on Existing Notes held by affiliates of the Company on that date or (ii) by
March 28, 2003, the Existing Credit Agreement is not refinanced or the debt of
the Company reduced, in either case by an amount acceptable to the lenders under
the Existing Credit Agreement, or an affiliate of the Company fails to make a
cash equity contribution to the Company in the amount of the interest which was
due on February 1, 2003 on Existing Notes held by non-affiliates of the Company
on that date. Mafco Holdings has agreed to make, on appropriate terms, the
required cash equity contributions to the Company.
Although there can be no assurance, the Company expects that cash flows
from operations, borrowings under the Existing Credit Agreement, cash equity
contributions from Mafco Holdings and advances from affiliates will be
sufficient to enable the Company to meet its anticipated cash requirements
through March 28, 2003, including for operating expenses, working capital,
capital expenditures, further investment in EFILM, LLC and scheduled debt
service requirements.
Panavision is a holding company whose principal material asset is the
ownership interest in its subsidiaries. Panavision's principal business
operations are conducted by its subsidiaries. Accordingly, Panavision's source
of cash to pay its obligations is expected to be distributions with respect to
its ownership interests in its subsidiaries. There can be no assurance that
Panavision's subsidiaries will generate sufficient cash flow to pay dividends or
distribute funds to Panavision or that applicable state law and contractual
restrictions, including negative covenants contained in the debt instruments of
such subsidiaries, will permit such dividends or distributions.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q for the period ended September 30, 2002,
as well as certain of the Company's other public documents and statements and
oral statements contain forward-looking statements that reflect management's
current assumptions and estimates of future performance and economic conditions.
Such statements are made in reliance upon safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company cautions investors that
any forward-looking statements are subject to risks and uncertainties that may
cause actual results and future trends to differ materially from those
projected, stated, or implied by the forward-looking statements. In addition,
the Company encourages investors to read the summary of its critical accounting
policies included in the Company's 2001 Annual Report on Form 10-K.
In addition to factors described in the Company's Securities and Exchange
Commission filings and others, the following factors could cause the Company's
actual results to differ materially from those expressed in any forward-looking
statements made by the Company: (a) a significant reduction in the number of
feature film, commercial and
20
PANAVISION INC.
series television productions; (b) competitive pressures arising from changes in
technology, customer requirements and industry standards; (c) an increase in
expenses related to new product initiatives and product development efforts; (d)
unfavorable foreign currency fluctuations; (e) significant increases in interest
rates; (f) lower-than-expected cash flows from operations; or (g) the inability
to secure capital contributions or loans from affiliates, refinance its
indebtedness, or sell its equity securities. The Company assumes no
responsibility to update the forward-looking statements contained in this
filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has exposure to market risk both as a result of changing
interest rates and movements in foreign currency exchange rates. The Company
manages its exposure to these market risks through its regular operating and
financing activities. Item 7A of the Company's Annual Report on Form 10-K for
the year ended December 31, 2001 presents quantitative and qualitative
disclosures about market risk as of December 31, 2001. There have been no
material changes in this disclosure as of September 30, 2002.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer (who are
its principal executive officer and principal financial officer, respectively)
have within 90 days prior to the filing date of this report (the "Evaluation
Date"), evaluated the Company's disclosure controls and procedures (as defined
in Exchange Act Rule 13a-14(c) and 15d-14(c)). Based upon such evaluation, the
Company has concluded that such disclosure controls and procedures are generally
effective to ensure that information required to be disclosed by the Company in
the reports filed or submitted by it under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and that such information is accumulated
and communicated to management including the Chief Executive Officer and Chief
Financial Officer as appropriate to allow timely decisions regarding disclosure.
The Company's Chief Executive Officer and Chief Financial Officer have
determined that there were no significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the Evaluation Date.
21
PANAVISION INC.
PART II
ITEM 1. LEGAL PROCEEDINGS
No material legal proceedings are pending.
ITEM 2. CHANGES IN SECURITIES
There were no modifications made to the rights of holders of any
class of securities during the quarter ended September 30, 2002.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no events of default upon senior securities during the
quarter ended September 30, 2002.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the third quarter of 2002.
ITEM 5. OTHER INFORMATION
No additional information need be presented.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4.10 Fifth Amendment, dated as of September 30, 2002, to the Credit
Agreement among Panavision Inc., the several lenders named therein,
Credit Suisse First Boston, as documentation agent, and JPMorgan
Chase Bank, as administrative agent.
99.1 Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
(b) Current report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 contained on Form 8-K filed on August 14, 2002.
22
PANAVISION INC.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
PANAVISION INC.
Date: November 14, 2002 By: /S/ JOHN S. FARRAND
------------------------- -----------------------------------
John S. Farrand
President, Chief Executive Officer
and Director
Date: November 14, 2002 By: /S/ BOBBY G. JENKINS
------------------------- -----------------------------------
Bobby G. Jenkins
Executive Vice President and
Chief Financial Officer
23
PANAVISION INC.
CERTIFICATION
I, John S. Farrand, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Panavision Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statements of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 2002
-------------------
By: /S/ JOHN S. FARRAND
--------------------------
Name: John S. Farrand
Title: President, Chief
Executive Officer
and Director
24
PANAVISION INC.
CERTIFICATION
I, Bobby G. Jenkins, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Panavision Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statements of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 2002
-------------------
By: /S/ BOBBY G. JENKINS
--------------------------
Name: Bobby G. Jenkins
Title: Executive Vice President
and Chief Financial
Officer
25