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 MARCH 31, 2003
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 | |
INDICATE BY CHECKMARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN RULE 12b-2 OF THE SECURITIES EXCHANGE ACT OF 1934). YES | | NO |X|
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 May 9, 2003, 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 MARCH 31, 2003
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations...............................................3
Condensed Consolidated Balance Sheets.........................................................4
Condensed Consolidated Statements of Cash Flows...............................................6
Notes to Condensed Consolidated Financial Statements..........................................8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........15
Item 3. Quantitative and Qualitative Disclosures about Market Risk...................................20
Item 4. Controls and Procedures......................................................................20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................................21
Item 2. Changes in Securities and Use of Proceeds....................................................21
Item 3. Defaults Upon Senior Securities..............................................................21
Item 4. Submission of Matters to a Vote of Security Holders..........................................21
Item 5. Other Information............................................................................21
Item 6. Exhibits and Reports on Form 8-K.............................................................21
SIGNATURES............................................................................................22
CERTIFICATIONS........................................................................................23
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)
FIRST QUARTER ENDED
MARCH 31,
2003 2002
---------- ----------
Camera rental $ 29,429 $ 29,736
Lighting rental 6,794 7,563
Sales and other 10,076 8,282
--------- ----------
Total rental revenue and sales 46,299 45,581
Cost of camera rental 14,868 14,988
Cost of lighting rental 6,830 6,212
Cost of sales and other 6,220 5,256
--------- ----------
Gross margin 18,381 19,125
Selling, general and administrative expenses 19,274 13,043
Research and development expenses 1,228 1,142
--------- ----------
Operating income (loss) (2,121) 4,940
Interest income 45 62
Interest expense (7,614) (8,465)
Foreign exchange loss (915) (365)
Other, net 258 46
--------- ----------
Loss before income taxes (10,347) (3,782)
Income tax benefit 2,993 478
========= ==========
Net loss $ (7,354) $ (3,304)
========= ==========
Net loss attributable to common stockholders $ (8,845) $ (3,304)
========= ==========
Net loss per share - basic and diluted $ (1.01) $ (0.38)
========= ==========
Shares used in computation - basic and diluted 8,770 8,770
See accompanying notes.
3
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 13,340 $ 12,647
Accounts receivable (net of allowance of $1,972 in 2003 and
$1,634 in 2002) 27,390 27,542
Inventories 10,585 10,417
Prepaid expenses 4,481 3,708
Due from affiliate 2,762 2,548
Other current assets 1,598 1,614
---------- ----------
Total current assets 60,156 58,476
Property, plant and equipment, net 220,756 223,394
Goodwill, net 272,332 268,280
Patents and trademarks, net 67,448 67,574
Due from affiliate 350 313
Other assets 18,204 15,130
---------- ----------
Total assets $ 639,246 $ 633,167
========== ==========
See accompanying notes.
4
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, 2003 DECEMBER 31, 2002
---------------- -------------------
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,660 $ 6,695
Accrued liabilities 25,310 28,451
Due to affiliate 1,303 513
Current maturities of long-term debt 51,235 22,815
---------- ----------
Total current liabilities 86,508 58,474
Long-term debt 284,349 408,625
Note payable to affiliate 7,215 7,039
Deferred tax liabilities 43,797 25,366
Other liabilities 8,398 8,592
Due to related parties 1,237 1,209
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 December 31, 2002, (liquidation preference of $1,000
per share plus accrued and unpaid dividends) - 51,733
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 March 31, 2003 and December 31, 2002
(liquidation preference of $1 per share plus declared and unpaid
dividends) 14 14
Series C Cumulative Pay-in-Kind Preferred Stock, $0.01 par value;
200,000 shares authorized; 159,644 shares issued and outstanding
at March 31, 2003 (liquidation preference of $1,000 per share plus
accrued and unpaid dividends) 2 -
Common Stock, $0.01 par value; 50,000,000 shares authorized;
8,769,919 shares issued and outstanding at March 31, 2003 and
December 31, 2002 88 88
Additional paid-in capital 330,702 189,476
Revaluation capital 333,199 333,199
Accumulated deficit (451,393) (444,039)
Accumulated other comprehensive loss (4,870) (6,609)
---------- ----------
Total stockholders' equity 207,742 72,129
---------- ----------
Total liabilities and stockholders' equity $ 639,246 $ 633,167
========== ==========
See accompanying notes.
5
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
2003 2002
---------------- ------------------
OPERATING ACTIVITIES
Net loss $ (7,354) $ (3,304)
Adjustments to derive net cash provided by operating
activities
Depreciation and amortization 10,911 10,488
(Gain) loss on sale of property and equipment 12 (88)
Amortization of discount on subordinated notes - 1,480
Deferred income tax (benefit) provision (3,452) 47
Changes in operating assets and liabilities:
Accounts receivable 152 (3,155)
Inventories (168) 123
Prepaid expenses and other current assets (757) (1,561)
Due from affiliate (214) (509)
Accounts payable 1,965 (202)
Accrued liabilities (1,781) 932
Due to affiliates 790 (1,929)
Other, net 452 (681)
---------------- ------------------
Net cash provided by operating activities 556 1,641
INVESTING ACTIVITIES
Capital expenditures (7,182) (7,216)
Proceeds from dispositions of fixed assets 10 179
---------------- ------------------
Net cash used in investing activities (7,172) (7,037)
FINANCING ACTIVITIES
Borrowings under notes payable and credit agreement - 13,026
Repayments of notes payable and credit agreement (3,779) (6,023)
Deferred financing costs (3,155) (1,033)
Proceeds from issuance of Series B Preferred Stock 4,372 -
Capital contribution, net of transaction costs 9,800 -
---------------- ------------------
Net cash provided by financing activities 7,238 5,970
Effect of exchange rate changes on cash 71 18
---------------- ------------------
Net increase in cash and cash equivalents 693 592
Cash and cash equivalents at beginning of period 12,647 2,048
---------------- ------------------
Cash and cash equivalents at end of period $ 13,340 $ 2,640
================ ==================
See accompanying notes.
6
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
2003 2002
---------------- ------------------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period $ 11,613 $ 4,801
Income taxes paid during the period $ 582 $ 693
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
For the quarter ended March 31, 2003, the Company recorded an accreted dividend
of $1,319 on the Series B Preferred Stock.
On March 27, 2003, Mafco Holdings contributed $90.9 million principal amount of
the 9 5/8% Senior Subordinated Discount Notes Due 2006 (the "Existing Notes")
and $10.0 million in cash to the Company in exchange for 102,220 shares of
Series C Cumulative Pay-in-Kind Preferred Stock ("Series C Preferred Stock")
which it contributed to the capital of PX Holding, and PX Holding contributed to
the Company 53,571 shares of Series B Preferred Stock in exchange for 57,424
shares of Series C Preferred Stock. In connection with the contribution of
Existing Notes by the majority shareholder, deferred tax assets associated with
these Existing Notes of $18.0 million were charged against additional paid-in
capital.
See accompanying notes.
7
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PREPARATION
The Company is an indirect majority-owned subsidiary of Mafco Holdings Inc.
("Mafco Holdings" or "Parent"), a corporation whose sole stockholder is Ronald
O. Perelman. All of the Company's operations are conducted through its
subsidiaries.
As also described in Note 2 of the Company's 2002 Annual Report on Form
10-K, on April 19, 2001, M&F Worldwide Corp. ("M&F Worldwide") purchased from PX
Holding Corporation ("PX Holding"), a wholly owned subsidiary of Mafco Holdings,
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.
During 2001, 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 sought, among other things, rescission of the M&F
Purchase transaction. One of the shareholders dismissed his lawsuit pursuant to
a settlement. On December 3, 2002, the remaining parties to the litigation
consummated a settlement of the litigation (the "M&F Settlement"), whereby Mafco
Holdings acquired, through PX Holding, (1) the shares of the Company's Common
Stock that M&F Worldwide had purchased in April 2001, (2) the shares of the
Company's Series A Preferred Stock that M&F Worldwide acquired in December of
2001, (3) the Existing Notes that a subsidiary of M&F Worldwide acquired in
November of 2001, and (4) the Las Palmas Note in the amount of $6.7 million that
the Company issued to M&F Worldwide on its acquisition of the shares of Las
Palmas (see Note 14 of the Company's 2002 Annual Report on Form 10-K). In
addition, all agreements which M&F Worldwide entered into in connection with the
M&F Purchase and the December 2001 issuance of the Series A Preferred Stock were
terminated.
Thus, after the consummation of the M&F Settlement, the Company ceased
being a subsidiary of M&F Worldwide. Mafco Holdings, after giving effect to the
M&F Settlement, indirectly controls 85.7% of the voting shares of the Company.
The M&F Settlement did not have a significant impact on the recorded values of
the Company's assets or liabilities since the transaction was between parties
under common control.
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, 2002. All terms used but not defined
elsewhere herein have the meaning ascribed to them in the Company's 2002 Annual
Report on Form 10-K.
The condensed consolidated financial statements include the accounts of
Panavision and its majority-owned subsidiaries. All significant intercompany
amounts and transactions have been eliminated.
Certain amounts in previously issued financial statements have been
reclassified to conform to the 2003 presentation.
8
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. INVENTORIES
Inventories consist of the following (in thousands):
MARCH 31, 2003 DECEMBER 31, 2002
---------------------- -----------------------
(UNAUDITED)
Finished goods $ 2,451 $ 2,209
Work-in-process 313 283
Component parts 1,324 1,391
Spare parts and supplies 1,692 1,792
Goods purchased for resale 4,805 4,742
---------------------- -----------------------
$ 10,585 $ 10,417
====================== =======================
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 realizability of assets such as fixed assets and deferred taxes. Actual
results could differ from such estimates.
4. LONG-TERM DEBT
On June 4, 1998, the Company entered into a credit agreement with a
syndicate of lenders (as subsequently amended on September 30, 1999, March 15,
2002, June 14, 2002, September 30, 2002 and March 27, 2003, the "Existing Credit
Agreement").
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
"September Amendment"). This provision of the September Amendment expired on
March 28, 2003.
The September Amendment also provided that it would be an event of default
if (i) by February 1, 2003, an affiliate of the Company failed 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 was 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 failed 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. On January 31, 2003, Mafco Holdings made the required cash equity
contribution to the Company in the amount of the interest due February 1, 2003
on the Existing Notes held by affiliates of the Company on that date in exchange
for 4,372 shares of the Company's Series B Preferred Stock.
On February 3, 2003, Mafco Holdings agreed to extend to the Company a
revolving line of credit in the amount of $4.0 million, at the same rate as
provided for in the Revolving Facility pursuant to the Existing Credit Agreement
(the "Mafco Line").
9
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On March 27, 2003, the Company amended its Existing Credit Agreement to,
among other things, decrease minimum EBITDA for the four fiscal quarters ended
December 31, 2002, specify the minimum EBITDA, decrease the minimum interest
coverage ratio and increase the maximum leverage ratio required for the four
fiscal quarters ending on each of March 31, 2003, June 30, 2003, September 30,
2003 and December 31, 2003 (the "March 2003 Amendment"). Absent this amendment,
the Company would not have been in compliance with financial covenants for the
four fiscal quarters ended December 31, 2002. Under the March 2003 Amendment,
certain lenders also agreed to defer amortization payments otherwise due in 2003
to March 31, 2004 such that amortization payments required of the Company in
2003 will be reduced by $20.0 million. The Company agreed to pay, among other
fees, $2.0 million, representing 10% of the amount of deferred amortization, at
closing.
In connection with the March 2003 Amendment, Mafco Holdings contributed
$90,860,000 principal amount of Existing Notes and $10.0 million in cash to the
Company in exchange for 102,220 shares of Series C Cumulative Pay-in-Kind
Preferred Stock, par value $0.01 per share, of the Company (the "Series C
Preferred Stock"), which it contributed to the capital of PX Holding, and PX
Holding contributed to the Company 53,571 shares of Series B Preferred Stock in
exchange for 57,424 shares of Series C Preferred Stock. In connection with the
contribution of Existing Notes by the majority shareholder, deferred tax assets
associated with these Existing Notes of $18.0 million were charged against
additional paid-in capital. Due to the related party nature of this transaction,
the Company did not record any gain or loss in the first quarter of 2003. The
Series C Preferred Stock is non-voting; has a liquidation preference of $1,000
per share plus accrued and unpaid dividends; and entitles the holder to
cumulative dividends at a rate of 10% per annum regardless of whether declared
or earned. Additionally, the Series C Preferred Stock is subject to redemption
in certain circumstances upon a change of control. Mafco Holdings also agreed to
a maturity date of March 31, 2004 on the Mafco Line.
Before March 31, 2004, in order to provide the Company with additional
financial and operating flexibility and to improve its overall capital
structure, the Company intends to seek other sources of financing on terms more
favorable to the Company than under the Existing Credit Agreement, including
dates of maturity, amortization schedules and/or interest rates. However, there
can be no assurance that the Company will be able to secure alternate financing
on such favorable terms by March 31, 2004. While 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 in March 2004 in the event alternate financing is not
secured.
5. PREFERRED STOCK TRANSACTIONS
In connection with the March 2003 Amendment, as discussed in Note 4 above,
all Series B Preferred Stock was exchanged for Series C Preferred Stock. The
Series C Preferred Stock, par value $0.01 per share, is non-voting; has a
liquidation preference of $1,000 per share plus accrued and unpaid dividends;
and entitles the holder to cumulative dividends at a rate of 10% per annum
regardless of whether declared or earned. Additionally, the Series C Preferred
Stock is subject to redemption in certain circumstances upon a change of
control.
6. NEW ACCOUNTING PRONOUNCEMENTS
In June 2002, the FASB issued Statement of Financial Accounting Standard No
146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS
146"). SFAS 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and
10
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Other Costs to Exit an Activity" (including Certain Costs Incurred in a
Restructuring). SFAS 146 requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred. SFAS 146
is effective for exit or disposal activities that are initiated after December
31, 2002 and did not have a material impact on the Company's financial
statements.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirement for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees it has issued. It also
clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The disclosure requirements are effective for financial
statements of interim or annual periods ending after December 15, 2002. The
recognition and measurement provisions of FIN 45 are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002. The application
of FIN 45 did not materially impact the financial condition, results of
operations, and cash flows of the Company.
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46"). FIN 46 provides guidance on the
identification of entities for which control is achieved through means other
than through voting rights, variable interest entities, and how to determine
when and which business enterprises should consolidate variable interest
entities. This interpretation applies immediately to variable interest entities
created after January 31, 2003. It applies in the first fiscal year or interim
period beginning after June 15, 2003, to variable interest entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003.
The adoption of this interpretation is not expected to have a material impact on
the Company's financial statements.
7. SEGMENT INFORMATION
The Company has one reportable segment, the rental of camera systems,
lighting systems and other equipment, and the sales of related products. These
activities are conducted in a number of geographic locations through the
Company's owned-and-operated facilities and its network of independent agents.
The geographic operations are organized in three regions: North America, Europe
and Asia Pacific.
The following table presents revenue and other financial information for
the reportable segment by geographic region (in thousands):
RENTAL AND SALES
--------------------------------------------------
THREE MONTHS ENDED NORTH ASIA
MARCH 31, 2003 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------- ------------ ---------- ------------- ------------
Revenue from
external customers $ 22,936 $ 14,728 $ 6,324 $ 43,988 $ 2,311 $ 46,299
Intersegment revenue 2,863 1,128 - 3,991 - 3,991
Operating income (loss) 2,514 (2,789) 716 441 (2,562) (2,121)
11
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
RENTAL AND SALES
--------------------------------------------------
THREE MONTHS ENDED NORTH ASIA
MARCH 31, 2002 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------- ------------ ---------- ------------- ------------
Revenue from
external customers $ 24,620 $ 13,954 $ 7,007 $ 45,581 $ - $ 45,581
Intersegment revenue 3,257 904 - 4,161 - 4,161
Operating income (loss) 6,513 (2,083) 1,503 5,933 (993) 4,940
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 2002 Annual Report on Form 10-K.
8. COMPREHENSIVE LOSS
For the quarters ended March 31, 2003 and 2002, comprehensive loss amounted
to $(5,615,000) and $(3,178,000), respectively. The difference between net loss
and comprehensive loss relates to the change in the Company's foreign currency
translation adjustments.
9. NET LOSS PER SHARE
For the three months ended March 31, 2003 and 2002, 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.
The following table sets forth the computation for basic and diluted
earnings per share (in thousands, except per share information):
THREE MONTHS ENDED
MARCH 31,
------------------------------------------
2003 2002
-------------------- --------------------
Numerator:
Net loss $ (7,354) $ (3,304)
Accreted dividends on Redeemable Series B
Preferred Stock (1,319) -
Series C Preferred Stock dividend in arrears (172) -
-------- ----------
Numerator for basic and diluted loss per share -
net loss attributable to common stockholders $ (8,845) $ (3,304)
======== ==========
12
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------------------------
2003 2002
-------------------- --------------------
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 $ (1.01) $ (0.38)
=========== ===========
Diluted loss per share $ (1.01) $ (0.38)
=========== ===========
10. STOCK-BASED BENEFITS
The Company follows the provisions of FASB Statement No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123"). The provisions of SFAS 123 allow
companies to either expense the estimated fair value of stock options or to
continue to follow the intrinsic value method set forth in Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), but
disclose the pro forma effects on net income (loss) had the fair value of the
options been expensed.
Through the three months ended March 31, 2003, the Company has elected to
continue to apply APB 25 in accounting for its stock option grants.
In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure" ("SFAS 148"), which amends
SFAS 123. SFAS 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS
123 to require more prominent and more frequent disclosures in financial
statements about the effects of stock-based compensation. The Company has
complied with the disclosure requirements of SFAS 148 and will determine whether
it will adopt the fair value based method of accounting for stock-based employee
compensation.
The following table illustrates the effect on net loss and loss per share
if the Company had applied the fair value recognition provision of FASB No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation
(in thousands, except per share data):
13
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2003 2002
--------------- ----------------
Net loss as reported $ (7,354) $ (3,304)
Add: stock-based employee compensation expense
included in reported net loss - -
Deduct: total stock-based employee compensation
expense determined under fair value method of all
awards
- (15)
------------ ------------
Pro forma net loss $ (7,354) $ (3,319)
============ ============
Pro forma net loss attributable to common stockholders $ (8,845) $ (3,319)
============ ============
Shares used in computation -- basic and diluted 8,770 8,770
============ ============
Loss per share:
Basic and diluted net loss per share -- as reported $ (1.01) $ (0.38)
Basic and diluted net loss per share -- pro forma $ (1.01) $ (0.38)
11. RECENT DEVELOPMENTS
On April 2, 2003, the Company announced the appointment of Robert L.
Beitcher as President, effective April 14, 2003. In his new post, Mr. Beitcher
will report to the Company's Chairman, Ronald O. Perelman, who will serve as the
Chief Executive Officer. Mr. Beitcher will also be nominated to serve on the
Board of Directors.
On April 10, 2003, the Company entered into a loan out service agreement
with Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie and Stiffelman LLP
pursuant to which Kenneth Ziffren, a member of the Company's board of directors,
will serve as Co-Chairman of the Company. The agreement has a term of three
years and is effective as of March 26, 2003.
On March 26, 2003, the Board of Directors appointed Howard Gittis to the
position of Vice Chairman of the Company. Mr. Gittis, who currently serves as
Vice Chairman of Mafco Holdings, will receive no compensation, directly or
indirectly, from the Company for his service as Vice Chairman.
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.
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.
The Company considers revenue from international business to be that
revenue which is generated from the rental of its equipment by productions that
are located at production sites outside of the United States.
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, 2002 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, 2002.
RELATED PARTY TRANSACTIONS
As also described in Note 2 of the Company's 2002 Annual Report on Form
10-K, on April 19, 2001, M&F Worldwide Corp. ("M&F Worldwide") purchased from PX
Holding Corporation ("PX Holding"), a wholly owned subsidiary of Mafco Holdings,
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.
During 2001, 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 sought, among other things, rescission of the M&F
Purchase transaction. One of the shareholders dismissed his lawsuit pursuant to
a settlement. On December 3, 2002, the remaining parties to the litigation
consummated the M&F Settlement, whereby Mafco Holdings acquired, through PX
Holding, (1) the shares of the Company's Common Stock that M&F Worldwide had
purchased in April 2001, (2) the shares of the Company's Series A Preferred
Stock that M&F Worldwide acquired in December of 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 of 2001, and (4) the Las Palmas Note in the
amount of $6.7 million that the Company issued to M&F Worldwide on its
acquisition of the shares of Las Palmas (see Note 14 of the Company's 2002
Annual Report on Form 10-K). In addition, all agreements to which M&F Worldwide
entered into in
15
PANAVISION INC.
connection with the M&F Purchase and the December 2001 issuance of the Series A
Preferred Stock were terminated.
Thus, after the consummation of the M&F Settlement, the Company ceased
being a subsidiary of M&F Worldwide. Mafco Holdings, after giving effect to the
M&F Settlement, indirectly controls 85.7% of the voting shares of the Company.
The M&F Settlement did not have a significant impact on the recorded values of
the Company's assets or liabilities since the transaction was between parties
under common control.
RESULTS OF OPERATIONS
The following discussion and analysis includes the Company's consolidated
results of operations for 2003 as compared to 2002.
QUARTER ENDED MARCH 31, 2003 COMPARED TO QUARTER ENDED MARCH 31, 2002
CAMERA RENTAL OPERATIONS
Camera rental revenue for the first quarter of 2003 was $29.4 million.
Revenue decreased $0.3 million, or 1.0%, as compared to the first quarter of
2002. The decline reflects a decrease in feature activity in the U.K. and
Canada, as well as decreased commercial rental revenue in the U.S., partially
offset by increased series television revenue.
Cost of camera rental for the first quarter of 2003 remained relatively
constant at $14.9 million as compared to $15.0 million for the corresponding
2002 quarter.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the first quarter of 2003 was $6.8 million, a
decline of $0.8 million, or 10.5%, as compared to the first quarter of 2002. The
decrease reflects lower lighting rental activity in Australia, partially offset
by increased lighting rental activity at Lee Lighting in the U.K.
Cost of lighting rental for the first quarter of 2003 was $6.8 million, an
increase of $0.6 million, or 9.7%, as compared to the first quarter of 2002. The
increase was primarily due to increased labor expenses related to the increase
in lighting rental activity at Lee Lighting in the U.K., partially offset by
lower expenses in Australia.
SALES AND OTHER
Sales and other revenue in the first quarter of 2003 was $10.1 million, an
increase of $1.8 million, or 21.7%, over the corresponding 2002 quarter. The
increase was primarily due to increased business at EFILM as well as increased
sales at Lee Filters and Lee Lighting in the U.K.
Cost of sales and other for the first quarter of 2003 was $6.2 million, an
increase of $0.9 million, or 17.0%, as compared to 2002. The change was
primarily due to the increase in sales and other revenue discussed above.
OPERATING COSTS
Selling, general and administrative expenses for the first quarter of 2003
were $19.3 million, an increase of $6.3 million, or 48.5%, as compared to the
first quarter of 2002. The increase was primarily due to a $4.0 million accrual
for severance costs in connection with the departure of the Company's former
16
PANAVISION INC.
Chief Executive Officer and Chief Financial Officer as well as $1.1 million in
costs related to the expansion of EFILM since the prior year. The remaining
increase reflects increased employee costs, primarily incentive compensation
accruals, and various other increases throughout the Company.
Research and development expenses for the first quarter of 2003 were $1.2
million, as compared to $1.1 million for the quarter ended March 31, 2002. The
change was mainly due to payroll increases as compared to the prior year.
INTEREST, TAXES AND OTHER
Net interest expense for the first quarter of 2003 was $7.6 million, a
decrease of $0.8 million, or 9.5%, as compared to the first quarter of 2002. The
decrease reflects a lower debt level and lower interest rates as compared to the
first quarter of 2002. Had Mafco Holdings contributed $90.9 million principal
amount of Existing Notes on January 1, 2003, interest expense would have been
approximately $5.4 million in the first quarter of 2003.
Foreign exchange loss for the first quarter of 2003 was $0.9 million as
compared to $0.4 million in the first quarter of 2002. The increased loss was
primarily due to a weaker U.S. dollar as compared to the prior year.
The tax benefit for the quarter ended March 31, 2003 was $3.0 million, as
compared to a tax benefit of $0.5 million for the quarter ended March 31, 2002.
For the first quarter of 2003, the Company recorded an income tax benefit of
$3.3 million resulting from the benefit associated with domestic tax losses,
offset by a $0.3 million provision relating to profitable foreign operations and
foreign taxes withheld at source. See Notes 2 and 6 of the Notes to Consolidated
Financial Statements included in the Company's 2002 Annual Report on Form 10-K
for a discussion of the Company's Tax Sharing Agreements.
Under applicable Internal Revenue Service regulations, as a result of the
M&F Settlement, the Company may not join in filing a consolidated federal income
tax return with either Mafco Holdings or the Company's subsidiaries until May
2006 without consent from the Internal Revenue Service. Accordingly, for the
period from the effective date of the M&F Settlement of December 3, 2002 through
December 31, 2002, and for the 2003 tax year, the Company will file separate
federal income tax returns for the Company and incorporated subsidiaries. The
Company does not believe that deconsolidation of its federal income tax returns
will have a material adverse effect on the Company's business or financial
condition.
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):
THREE MONTHS
ENDED MARCH 31,
------------------------------
2003 2002
------------ --------------
Net cash provided by (used in):
Operating activities $ 556 $ 1,641
Investing activities (7,172) (7,037)
Financing activities 7,238 5,970
Cash provided by operating activities, for the three months ended March 31,
2003, totaled $0.6 million comprised of the net loss of $7.4 million, adjusted
for depreciation and amortization of $10.9 million, offset by the net change in
working capital (excluding cash) and other miscellaneous items totaling $2.9
million. Total investing activities of $7.2 million consisted of capital
expenditures. The majority of the capital expenditures were used to manufacture
camera rental systems and accessories. Cash provided by financing activities was
$7.2 million, which was comprised of repayments of $3.8 million under the
Existing Credit
17
PANAVISION INC.
Agreement, deferred financing costs of $3.2 million, proceeds from the issuance
of Series B Preferred Stock of $4.4 million and a capital contribution from
Mafco Holdings of $9.8 million, net of transaction costs.
Cash provided by operating activities, for the three months ended March 31,
2002, totaled $1.6 million comprised of the net loss of $3.3 million, adjusted
for depreciation and amortization of $10.5 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 $7.1
million. Total investing activities of $7.0 million included $7.2 million of
capital expenditures, offset by $0.2 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 provided by financing
activities was $6.0 million, reflecting borrowings of $13.0 million, offset by
repayments of $6.0 million under the Existing Credit Agreement and deferred
financing costs of $1.0 million.
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
"September Amendment"). This provision of the September Amendment expired on
March 28, 2003.
The September Amendment also provided that it would be an event of default
if (i) by February 1, 2003, an affiliate of the Company failed 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 was 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 failed 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. On January 31, 2003, Mafco Holdings made the required cash equity
contribution to the Company in the amount of the interest due February 1, 2003
on the Existing Notes held by affiliates of the Company on that date in exchange
for 4,372 shares of the Company's Series B Preferred Stock.
On February 3, 2003, Mafco Holdings agreed to extend to the Company a
revolving line of credit in the amount of $4.0 million, at the same rate as
provided for in the Revolving Facility pursuant to the Existing Credit Agreement
(the "Mafco Line").
On March 27, 2003, the Company amended its Existing Credit Agreement to,
among other things, decrease minimum EBITDA for the four fiscal quarters ended
December 31, 2002, specify the minimum EBITDA, decrease the minimum interest
coverage ratio and increase the maximum leverage ratio required for the four
fiscal quarters ending on each of March 31, 2003, June 30, 2003, September 30,
2003 and December 31, 2003 (the "March 2003 Amendment"). Absent this amendment,
the Company would not have been in compliance with financial covenants for the
four fiscal quarters ended December 31, 2002. Under the March 2003 Amendment,
certain lenders also agreed to defer amortization payments otherwise due in 2003
to March 31, 2004 such that amortization payments required of the Company in
2003 will be reduced by $20.0 million. The Company agreed to pay, among other
fees, $2.0 million, representing 10% of the amount of deferred amortization, at
closing.
In connection with the March 2003 Amendment, Mafco Holdings contributed
$90,860,000 principal amount of Existing Notes and $10.0 million in cash to the
Company in exchange for 102,220 shares of Series C Cumulative Pay-in-Kind
Preferred Stock, par value $0.01 per share, of the Company (the "Series C
Preferred Stock"), which it contributed to the capital of PX Holding, and PX
Holding contributed to the Company 53,571 shares of Series B Preferred Stock in
exchange for 57,424 shares of Series C Preferred Stock. In connection with the
contribution of Existing Notes by the majority shareholder, deferred tax assets
associated with these Existing Notes of $18.0 million were charged against
additional paid-in capital. Due to the related party nature of this transaction,
the Company did not record any gain or loss in the first quarter of 2003. The
Series C Preferred Stock is non-voting; has a liquidation preference of $1,000
per share plus accrued and unpaid
18
PANAVISION INC.
dividends; and entitles the holder to cumulative dividends at a rate of 10% per
annum regardless of whether declared or earned. Additionally, the Series C
Preferred Stock is subject to redemption in certain circumstances upon a change
of control. Mafco Holdings also agreed to a maturity date of March 31, 2004 on
the Mafco Line.
Before March 31, 2004, in order to provide the Company with additional
financial and operating flexibility and to improve its overall capital
structure, the Company intends to seek other sources of financing on terms more
favorable to the Company than under the Existing Credit Agreement, including
dates of maturity, amortization schedules and/or interest rates. However, there
can be no assurance that the Company will be able to secure alternate financing
on such favorable terms by March 31, 2004. While 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 in March 2004 in the event alternate financing is not
secured.
Panavision is a holding company whose only material asset is the ownership
interest in its subsidiaries. Panavision's principal business operations are
conducted by its subsidiaries. Although there can be no assurance, the Company
expects that cash flows from operations, borrowings under the Existing Credit
Agreement and the Mafco Line, and cash equity contributions and advances from
affiliates will be sufficient to enable the Company to meet its anticipated cash
requirements through at least December 31, 2003, including operating expenses,
working capital, capital expenditures, further investment in EFILM, LLC and
scheduled debt service requirements. If unable to satisfy such cash
requirements, the Company could be required to adopt one or more alternatives,
such as reducing or delaying capital expenditures, restructuring indebtedness,
or issuing additional shares of capital stock in the Company. There can be no
assurance that any of such actions could be effected, or if so, on terms
favorable to the Company, or that they would enable the Company to continue to
satisfy its cash requirements.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q for the quarter ended March 31, 2003, 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
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, estimates of
cost savings included in this Form 10-Q are based on various assumptions that
are subject to inherent uncertainty and actual cost savings could vary from
these estimates. Further, the Company encourages investors to read the summary
of its critical accounting policies included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2002.
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 or series television productions; (b) reduction in
worldwide production activity due to the war in Iraq, threats of terrorism or
SARS; (c) competitive pressures arising from changes in technology, customer
requirements, price competition and industry standards; (d) an increase in
expenses related to new product initiatives and product development efforts; (e)
unfavorable foreign currency fluctuations; (f) significant increases in interest
rates; (g) lower-than-expected cash flows from operations; (h) difficulties or
delays in developing and introducing new products or failure of the Company's
customers to accept new product offerings; (i) difficulties or delays in
implementing improvements in operating efficiencies; (j) delays in customer
acceptance of digital laboratory services; or (k) 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.
19
PANAVISION INC.
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, 2002 presents quantitative and qualitative
disclosures about market risk as of December 31, 2002. There have been no
material changes in this disclosure as of March 31, 2003.
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 officers and principal financial officer, respectively)
have, within 90 days prior to the filing date of this quarterly report on Form
10-Q, evaluated the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934 (as amended, the "Exchange Act")). Based upon such
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
have concluded that such disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in the reports
filed or submitted by it under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and that such information is accumulated and communicated to the Company's
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 the Company's internal
controls or in other factors that could significantly affect the Company's
internal controls subsequent to the date of their evaluation, nor any
significant deficiencies or material weaknesses in such internal controls
requiring corrective actions. The Company will continue to evaluate and assess
its internal controls for financial reporting in 2003.
20
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 stockholders of any
class of securities during the quarter ended March 31, 2003.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no events of default upon senior securities during the
quarter ended March 31, 2003.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the first quarter of 2003.
ITEM 5. OTHER INFORMATION
No additional information need be presented.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.5 Certificate of Designations, Powers, Preferences and Rights of
Series C Cumulative Pay-in-Kind Preferred Stock of Panavision Inc.
10.2 Panavision Inc. 2003 Executive Incentive Compensation Plan.
10.15 Loan Out Service Agreement, dated April 10, 2003, and made effective
March 26, 2003, between Panavision Inc., and Ziffren, Brittenham,
Branca, Fischer, Gilbert-Lurie & Stiffelman LLP.
10.30 Employment Agreement, dated April 1, 2003, between Panavision Inc.
and Robert L. Beitcher, President
10.31 Employment Agreement, dated May 9, 2003, between Panavision Inc. and
Eric W. Golden, Executive Vice President and General Counsel.
10.32 Employment Agreement, dated May 9, 2003, between Panavision Inc. and
Bobby G. Jenkins, Executive Vice President and Chief Financial
Officer.
99. MISCELLANEOUS
99.1 Certification of Chief Executive Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.
99.2 Certification of Chief Financial Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Press Release dated January 8, 2003 filed as a Current Report on Form
8-K dated January 9, 2003, incorporated herein by reference,
regarding the resignation of John Farrand, the Company's former
President, Chief Executive Officer and Director.
21
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: May 9, 2003 By: /s/ RONALD O. PERELMAN
---------------- --------------------------------
Ronald O. Perelman
Chief Executive Officer and
Chairman of the Board
By: /s/ BOBBY G. JENKINS
--------------------------------
Bobby G. Jenkins
Executive Vice President,
Chief Financial Officer and
principal accounting officer
22
PANAVISION INC.
CERTIFICATION
I, Ronald O. Perelman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Panavision Inc. for
the period ending March 31, 2003.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement 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: May 9, 2003
----------------
By: /S/ RONALD O. PERELMAN
----------------------------
Name: Ronald O. Perelman
Title: Chief Executive Officer and
Chairman of the Board
23
PANAVISION INC.
CERTIFICATION
I, Bobby G. Jenkins, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Panavision Inc. for
the period ending March 31, 2003.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement 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: May 9, 2003 By: /S/ BOBBY G. JENKINS
------------------- --------------------------
Name: Bobby G. Jenkins
Title: Executive Vice President,
Chief Financial Officer and
principal accounting officer
24