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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 JUNE 30, 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 August 14, 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 JUNE 30, 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........17
Item 3. Quantitative and Qualitative Disclosures about Market Risk...................................25
Item 4. Controls and Procedures......................................................................26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................................27
Item 2. Changes in Securities and Use of Proceeds....................................................27
Item 3. Defaults Upon Senior Securities..............................................................27
Item 4. Submission of Matters to a Vote of Security Holders..........................................27
Item 5. Other Information............................................................................27
Item 6. Exhibits and Reports on Form 8-K.............................................................27
SIGNATURES............................................................................................28
CERTIFICATIONS........................................................................................29
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)
FOR THE THREE MONTHS ENDED JUNE 30, FOR THE SIX MONTHS ENDED JUNE 30,
----------------------------------- --------------------------------------
2003 2002 2003 2002
--------------- ---------------- ----------------- ----------------
Camera rental .................................. $ 26,098 $ 25,652 $ 55,527 $ 55,388
Lighting rental................................. 9,470 8,643 16,264 16,206
Sales and other................................. 12,866 9,023 22,942 17,305
--------------- ---------------- ----------------- ----------------
Total rental revenue and sales.................. 48,434 43,318 94,733 88,899
Cost of camera rental........................... 15,441 15,461 30,309 30,449
Cost of lighting rental......................... 8,685 6,806 15,515 13,018
Cost of sales and other......................... 7,265 5,688 13,485 10,944
--------------- ---------------- ----------------- ----------------
Gross margin.................................... 17,043 15,363 35,424 34,488
Selling, general and administrative expenses.... 15,716 13,269 34,422 25,877
Research and development expenses............... 1,330 1,242 2,558 2,384
--------------- ---------------- ----------------- ----------------
Operating income (loss)......................... (3) 852 (1,556) 6,227
Interest income................................. 67 97 112 159
Interest expense................................ (7,280) (9,024) (15,462) (17,924)
Foreign exchange gain (loss).................... 327 573 (588) 208
Refinancing expense............................. - (4,493) - (4,493)
Other, net ..................................... 680 729 938 775
--------------- ---------------- ----------------- ----------------
Loss before income taxes........................ (6,209) (11,266) (16,556) (15,048)
Income tax benefit ............................. 2,527 4,877 5,520 5,355
--------------- ---------------- ----------------- ----------------
Net loss........................................ $ (3,682) $ (6,389) $ (11,036) $ (9,693)
=============== ================ ================= ================
Net loss attributable to common stockholders.... $ (7,683) $ (6,689) (16,528) (9,993)
=============== ================ ================= ================
Net loss per share - basic and diluted.......... $ (0.87) $ (0.76) $ (1.88) $ (1.14)
=============== ================ ================= ================
Shares used in computation - basic and diluted.. 8,770 8,770 8,770 8,770
See accompanying notes.
3
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, 2003 DECEMBER 31, 2002
------------------ ----------------------
ASSETS (UNAUDITED) (NOTE 1)
Current assets:
Cash and cash equivalents $ 8,921 $ 12,647
Accounts receivable (net of allowance of $2,109 in 2003 and
$1,634 in 2002) 27,309 27,542
Inventories 11,380 10,417
Prepaid expenses 4,925 3,708
Due from affiliate - 2,548
Other current assets 1,412 1,614
---------------- -------------
Total current assets 53,947 58,476
Property, plant and equipment, net 224,540 223,394
Goodwill, net 273,092 268,280
Patents and trademarks, net 67,472 67,574
Due from affiliate - 313
Other assets 15,678 15,130
---------------- -------------
Total assets $ 634,729 $ 633,167
================ =============
See accompanying notes.
4
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, 2003 DECEMBER 31, 2002
---------------- -------------------
(UNAUDITED) (NOTE 1)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,180 $ 6,695
Accrued liabilities 26,963 28,451
Due to affiliate 1,276 513
Current maturities of long-term debt 174,873 22,815
--------------- -------------
Total current liabilities 212,292 58,474
Long-term debt 156,667 408,625
Note payable to affiliate 7,396 7,039
Deferred tax liabilities 40,259 25,366
Other liabilities 8,246 8,592
Due to related parties 1,897 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 June 30, 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 June 30, 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 June 30, 2003 and
December 31, 2002 88 88
Additional paid-in capital 330,702 189,476
Revaluation capital 333,199 333,199
Accumulated deficit (455,075) (444,039)
Accumulated other comprehensive loss (958) (6,609)
--------------- -------------
Total stockholders' equity 207,972 72,129
--------------- -------------
Total liabilities and stockholders' equity $ 634,729 $ 633,167
=============== =============
See accompanying notes.
5
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30,
---------------------------------------
2003 2002
--------------- ----------------
OPERATING ACTIVITIES
Net loss $ (11,036) $ (9,693)
Adjustments to derive net cash provided by operating
activities:
Depreciation and amortization 21,440 20,609
Gain on sale of property and equipment (622) (635)
Amortization of deferred financing costs 1,869 664
Amortization of discount on subordinated notes - 1,480
Deferred income tax benefit (6,524) (6,823)
Changes in operating assets and liabilities, net
of effect of acquired business:
Accounts receivable 1,310 (3,251)
Inventories (820) (651)
Prepaid expenses and other current assets (702) (1,656)
Due from affiliate 2,861 -
Accounts payable 2,048 (1,155)
Accrued liabilities (3,256) 8,914
Due to affiliates 763 (1,329)
Other, net 357 (621)
--------------- ----------------
Net cash provided by operating activities 7,688 5,853
INVESTING ACTIVITIES
Capital expenditures (13,438) (14,582)
Net cash received in a business combination 9 -
Proceeds from dispositions of fixed assets 774 1,174
--------------- ----------------
Net cash used in investing activities (12,655) (13,408)
FINANCING ACTIVITIES
Borrowings under notes payable and credit agreement - 20,726
Repayments of notes payable and credit agreement (10,130) (23,378)
Deferred financing costs (3,155) (1,033)
Proceeds from issuance of Series B Preferred Stock 4,372 10,000
Proceeds from issuance of Series C Preferred Stock, net
of transaction costs 9,800 -
--------------- ----------------
Net cash provided by financing activities 887 6,315
Effect of exchange rate changes on cash 354 116
--------------- ----------------
Net decrease in cash and cash equivalents (3,726) (1,124)
Cash and cash equivalents at beginning of period 12,647 2,048
--------------- ----------------
Cash and cash equivalents at end of period $ 8,921 $ 924
=============== ================
6
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30,
--------------------------------------
2003 2002
---------------- ----------------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period $ 15,639 $ 7,150
Income taxes paid during the period $ 1,562 $ 1,871
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
For the six months ended June 30, 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. The Company's principal business 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
The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements.
8
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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.
2. INVENTORIES
Inventories consist of the following (in thousands):
JUNE 30, 2003 DECEMBER 31, 2002
------------------ -------------------
(UNAUDITED)
Finished goods $ 2,543 $ 2,209
Work-in-process 278 283
Component parts 1,525 1,391
Spare parts and supplies 2,018 1,792
Goods purchased for resale 5,016 4,742
------------------ -------------------
$ 11,380 $ 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
Long-term debt consists of the following (in thousands):
JUNE 30, DECEMBER 31, 2002
2003
------------------- --------------------
(UNAUDITED)
Existing Credit Agreement:
Revolving Facility $ 99,200 $ 99,200
Term Facility 164,484 174,608
9 5/8% Senior Subordinated Discount Notes Due 2006 65,487 157,632
Other 2,369 -
------------------- --------------------
331,540 431,440
Less current maturities 174,873 22,815
------------------- --------------------
$ 156,667 $ 408,625
=================== ====================
On June 4, 1998, the Company entered into a credit agreement with a
syndicate of lenders (as subsequently amended on September 30, 1998, June 30,
1999, March 15, 2002, June 14, 2002, September 30, 2002 and March 27, 2003, the
"Existing Credit Agreement").
9
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 9 5/8% Senior Subordinated Discount Notes Due 2006 (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 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.
In addition, the Company has various lines of credit totaling approximately
$3.4 million at June 30, 2003, under which no amounts were drawn. The Company's
ability to draw on these lines of credit is restricted under the terms of the
Existing Credit Agreement. On February 3, 2003, MacAndrews & Forbes Holdings
Inc. 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 "MacAndrews Line"). In August
2003, MacAndrews & Forbes Holdings Inc. agreed to amend the terms of the
MacAndrews Line to increase the amount available for borrowings thereunder from
$4.0 million to $10.0 million and to extend the maturity date of the MacAndrews
Line to August 2006. We do not have any off-balance sheet financing arrangements
other than operating leases of equipment.
In August 2003, the Company postponed an offering of Secured Notes it had
previously announced due to unfavorable pricing terms resulting from
deteriorating market conditions. Concurrently, the Company also deferred its
plans to replace its Existing Credit Agreement with a new credit agreement. The
Existing Credit Agreement, as amended by the March 2003 Amendment, remains in
effect. The Company is continuing to pursue other alternatives to refinance its
indebtedness.
While the Company is in compliance with covenants under the Existing Credit
Agreement for the quarter ended June 30, 2003, due to costs associated with the
attempted offering of Senior Secured Notes, lower than expected feature film
starts and lower television commercial production, the Company is uncertain
whether it can achieve compliance with certain financial covenants under the
Existing Credit Agreement, including the minimum EBITDA requirement and debt to
EBITDA ratio, for the four-quarter period ending September 30, 2003. In the
event that the Company were unable to meet its required covenants for the period
ending September 30, 2003, the Company would be required to seek waivers or
amendments of such covenants or, in the absence of a waiver or amendment, seek
additional 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. Before March 31, 2004, the Company intends to seek
amendments to the Existing Credit Agreement or other sources of financing on
terms more favorable to the Company, including dates of maturity, amortization
schedules and/or interest rates. However, there can be no assurance that the
Company will be able to secure amendments or alternate financing on such
favorable terms by March 31, 2004. 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.
Although there can be no assurance, and provided that the Company remains
in compliance with its covenants under the Existing Credit Agreement, the
Company expects that cash flows from operations, borrowings under the Existing
Credit Agreement and the MacAndrews Line, and cash equity contributions and
advances from affiliates will be sufficient to enable the Company to meet its
anticipated operating, capital spending and debt service requirements through
March 30, 2004.
10
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 Financial Accounting Standards Board (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 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 have a material impact on the Company's financial statements.
In January 2003, the FASB issued 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 Company is in the process of evaluating this interpretation and currently
does not expect the adoption of this interpretation to have a material impact on
the Company's financial statements.
In April 2003, the FASB issued Statement of Financial Accounting Standards
No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities" ("SFAS 149"). SFAS 149 amends and clarifies accounting for
derivative instruments, including certain derivative instruments embedded in
other
11
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
contracts and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities". SFAS 149 is generally effective
for derivative instruments, including derivative instruments embedded in certain
contracts, entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 is not
expected to have a material impact on the Company's financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity"
("SFAS No. 150"). SFAS 150 established standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. SFAS 150 requires that certain financial instruments be
classified as liabilities that were previously considered equity. The adoption
of this standard on July 1, 2003, as required, had no impact on the Company's
consolidated 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
JUNE 30, 2003 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------- ------------ ---------- ------------- ------------
Revenue from
external customers $ 17,726 $ 20,210 $ 6,189 $ 44,125 $ 4,309 $ 48,434
Intersegment revenue 3,705 1,007 - 4,712 - 4,712
Operating income (loss) 4,869 (315) 324 4,878 (4,881) (3)
RENTAL AND SALES
--------------------------------------------------
THREE MONTHS ENDED NORTH ASIA
JUNE 30, 2002 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------- ------------ ---------- ------------- ------------
Revenue from
external customers $ 19,191 $ 17,787 $ 6,340 $ 43,318 $ - $ 43,318
Intersegment revenue 3,921 1,122 - 5,043 - 5,043
Operating income (loss) 485 (516) 1,248 1,217 (365) 852
RENTAL AND SALES
--------------------------------------------------
SIX MONTHS ENDED NORTH ASIA
JUNE 30, 2003 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------- ------------ ---------- ------------- ------------
Revenue from
external customers $ 40,662 $ 34,938 $ 12,513 $ 88,113 $ 6,620 $ 94,733
Intersegment revenue 6,568 2,135 - 8,703 - 8,703
Operating income (loss) 7,951 (3,104) 1,040 5,887 (7,443) (1,556)
12
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
RENTAL AND SALES
--------------------------------------------------
SIX MONTHS ENDED NORTH ASIA
JUNE 30, 2002 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------- ------------ ---------- ------------- ------------
Revenue from
external customers $ 43,811 $ 31,741 $ 13,347 $ 88,899 $ - $ 88,899
Intersegment revenue 7,178 2,026 - 9,204 - 9,204
Operating income (loss) 7,433 (2,599) 2,751 7,585 (1,358) 6,227
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 INCOME (LOSS)
The following table presents the components of comprehensive income
(loss) (in thousands):
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
---------------------------- -----------------------------
2003 2002 2003 2002
------------- ------------ ------------- --------------
Net loss....................................... $ (3,682) $ (6,389) $ (11,036) $ (9,693)
Other comprehensive adjustment:
Foreign currency translation adjustment......... 3,912 3,873 5,651 3,999
------------- ------------ ------------- --------------
Total comprehensive income (loss)............... $ 230 $ (2,516) $ (5,385) $ (5,694)
============= ============ ============= ==============
9. NET LOSS PER SHARE
For the three and six month periods ended June 30, 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, warrants and
preferred stock, are not included in the diluted loss per share calculation
since they are antidilutive.
13
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):
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------ -------------------------
2003 2002 2003 2002
--------- --------- --------- --------
Net loss....................................... $ (3,682) $ (6,389) $ (11,036) $ (9,693)
Accreted dividends on Redeemable Series B
Preferred Stock................................ - (300) (1,319) (300)
Series C Preferred Stock dividend in arrears... (4,001) - (4,173) -
--------- --------- --------- --------
Net loss attributable to common shareholders... $ (7,683) $ (6,689) $ (16,528) $ (9,993)
--------- --------- --------- --------
Weighted average common shares................. 8,770 8,770 8,770 8,770
--------- --------- --------- --------
Denominator for basic calculation.............. 8,770 8,770 8,770 8,770
--------- --------- --------- --------
Net loss per common share - basic.............. $ (0.87) $ (0.76) $ (1.88) $ (1.14)
========= ========= ========= ========
Weighted average effect of dilutive securities:
Stock options................................. - - - -
Warrants...................................... - - - -
Preferred stock............................... - - - -
--------- --------- --------- --------
Total weighted average effect of dilutive
securities..................................... - - - -
--------- --------- --------- --------
Denominator for diluted calculation............ 8,770 8,770 8,770 8,770
--------- --------- --------- --------
Net loss per common share - diluted............ $ (0.87) $ (0.76) $ (1.88) $ (1.14)
========= ========= ========= ========
10. STOCK-BASED BENEFITS
The Company follows the provisions of FASB Statement No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123"), which permit 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.
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.
14
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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):
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------ ------------------------
2003 2002 2003 2002
-------- -------- -------- --------
Net loss as reported ........................... $ (3,682) $ (6,389) $(11,036) $ (9,693)
Add: stock-based employee compensation expense
included in reported net loss ............. - - - -
Deduct: total stock-based employee compensation
expense determined under fair value for all
awards .................................... - - - (15)
-------- -------- -------- --------
Pro forma net loss ............................. $ (3,682) $ (6,389) $(11,036) $ (9,708)
======== ======== ======== ========
Pro forma net loss attributable to common ......
shareholders ................................... $ (7,683 $ (6,689) $(16,528) $(10,008)
======== ======== ======== ========
Shares used in computation-basic and diluted ... 8,770 8,770 8,770 8,700
======== ======== ======== ========
Loss per share:
Basic and diluted net loss per share-as reported $ (0.87) $ (0.76) $ (1.88) $ (1.14)
======== ======== ======== ========
Basic and diluted net loss per share-pro forma . $ (0.87) $ (0.76) $ (1.88) $ (1.14)
======== ======== ======== ========
11. ACQUISITION OF MINORITY INTEREST IN PANY RENTAL INC.
On May 30, 2003, the Company purchased an additional 1/3 interest in PANY
Rental Inc. ("PANY Rental") for a combined purchase price of $333,000. This
purchase increased the Company's ownership interest from a 1/3 interest to a 2/3
interest. As a result of this increased ownership interest, the Company
consolidated the financial position and results of operations of PANY Rental in
the accompanying consolidated financial statements, the effects of which were
immaterial.
PANY Rental holds an exclusive license to rent the Company's camera systems
in the New York market and a license to use the Panavision trademark in
connection with the rental of camera systems and related equipment to customers.
In addition, on May 30, 2003, PX Holding Corporation, the holder of
approximately 85.7% of the Company's voting stock, purchased the remaining 1/3
interest in PANY Rental for a purchase price of $700,000 and purchased a
promissory note payable by PANY Rental with a principal amount plus accrued
interest of approximately $700,000. The purchase price for this promissory note
plus accrued interest was approximately $700,000.
15
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12. RECENT DEVELOPMENTS
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.
On April 1, 2003, the Company's Board of Directors appointed Ronald O.
Perelman, the Company's Chairman, as Chief Executive Officer and appointed
Robert L. Beitcher as President and Chief Operating Officer. Mr. Beitcher serves
pursuant to an employment agreement with the Company dated April 1, 2003. Mr.
Beitcher also serves 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. The agreement also provides for a
cash incentive compensation payment following the end of the term, which is
determined according to a percentage of any increase in enterprise value since
September 30, 2002, as measured by EBITDA, change in debt and other factors.
On May 30, 2003, the shareholders approved incentive compensation plans for
Robert L. Beitcher, the Company's President and Chief Operating Officer, Bobby
G. Jenkins, the Company's Executive Vice President and Chief Financial Officer,
and Eric W. Golden, the Company's Executive Vice President and General Counsel.
Each incentive plan provides for cash payments to each executive within fifteen
days following issuance of audited financial statements of the Company for the
fiscal year in which occurred the last day of the executive's term of employment
pursuant to the executive's employment agreement. The amount of the payment is
determined according to a formula that sets forth a percentage for each
executive of any increase in enterprise value since September 30, 2002, as
measured by increase in EBITDA, change in debt and other factors. The terms of
each incentive plan are set forth in the Company's 2003 Proxy Statement pursuant
to Section 14(a) of the Securities and Exchange Act of 1934.
16
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 States, 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.
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
17
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. Results of operations for
2003 as compared to 2002 have been impacted by international currencies
strengthening relative to the U.S. dollar.
QUARTER ENDED JUNE 30, 2003 COMPARED TO QUARTER ENDED JUNE 30, 2002
CAMERA RENTAL OPERATIONS
Camera rental revenue for the second quarter of 2003 was $26.1 million.
Revenue increased $0.4 million, or 1.7%, as compared to the second quarter of
2002. The increase reflects increases attributable to foreign exchange rate
changes impacting our international operations, and an increase in features
activity in the U.S. and France, offset by decreases in Australia.
Cost of camera rental for the second quarter of 2003 remained relatively
constant at $15.4 million as compared to $15.5 million for the corresponding
2002 quarter.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the second quarter of 2003 was $9.5 million, an
increase of $0.8 million, or 9.6%, as compared to the second quarter of 2002.
The increase reflects increases attributable to foreign exchange rate changes
impacting our international operations, increased lighting rental activity at
Lee Lighting in the U.K., and our recently acquired PANY operations partially
offset by lower lighting rental activity in Australia, principally attributable
to strong feature activity in the second quarter of 2002.
Cost of lighting rental for the second quarter of 2003 was $8.7 million, an
increase of $1.9 million, or 27.6%, as compared to the second 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 second quarter of 2003 was $12.9 million, an
increase of $3.8 million, or 42.6%, over the corresponding 2002 quarter. The
increase was primarily due to increased business at EFILM as well as increases
attributable to foreign exchange rate changes impacting our international
operations, and increased sales of consumables at Lee Lighting in the U.K.
Cost of sales and other for the second quarter of 2003 was $7.3 million, an
increase of $1.6 million, or 27.7%, as compared to 2002. The change was
primarily due to increased activity at EFILM and the increase in sales and other
revenue discussed above.
18
PANAVISION INC.
OPERATING COSTS
Selling, general and administrative expenses for the second quarter of 2003
were $15.7 million, an increase of $2.4 million, or 18.4%, as compared to the
second quarter of 2002. The increase was primarily due to $1.6 million in costs
related to the expansion of EFILM since the prior year, increases attributable
to foreign exchange rate changes impacting our international operations, and
inclusion of the PANY results for the second quarter of 2003. The remaining
increase reflects increased employee costs, primarily incentive compensation
accruals, and various other increases throughout the Company.
Research and development expenses for the second quarter of 2003 were $1.3
million, as compared to $1.2 million for second quarter of 2002. The change was
mainly due to payroll increases as compared to the prior year.
INTEREST, TAXES AND OTHER
Net interest expense for the second quarter of 2003 was $7.2 million, a
decrease of $1.7 million, or 19.2%, as compared to the second quarter of 2002.
The decrease reflects a lower debt level, as the result of the $90.9 million
conversion of Mafco Holdings owned bonds into equity, and payments of scheduled
amortization compared to the second quarter of 2002.
Foreign exchange gain for the second quarter of 2003 was $0.3 million as
compared to $0.6 million in the second quarter of 2002. The decrease was
primarily due to a weaker U.S. dollar as compared to the prior year.
Refinancing expense of $4.5 million for the second quarter of 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 lender's fees of $2.9 million paid in accordance with
the March 2002 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. There was no such expense
in the second quarter of 2003.
Net other income for the second quarter of 2003 remained relatively
constant at $0.7 million as compared to $0.7 million for the corresponding 2002
quarter.
The tax benefit for the second quarter of 2003 was $2.5 million, as
compared to a tax benefit of $4.9 million for the second quarter of 2002. For
the second quarter of 2003, the Company recorded an income tax benefit of $3.0
million resulting from the benefit associated with domestic tax losses, offset
by a $0.5 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.
19
PANAVISION INC.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002
CAMERA RENTAL OPERATIONS
Camera rental revenue for the six months ended June 30, 2003 was $55.5
million. Revenue increased $0.1 million, or 0.3%, as compared to the six months
ended June 30, 2002. The increase reflects increased features and series
television revenue, and increases attributable to foreign exchange rate changes
impacting our international operations, partially offset by decreased commercial
rental revenue.
Cost of camera rental for the six months ended June 30, 2003 remained
relatively constant at $30.3 million as compared to $30.4 million for the six
months ended June 30, 2002.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the six months ended June 30, 2003 was $16.3
million, an increase of $0.1 million, or 0.4%, as compared to the six months
ended June 30, 2002. The increase reflects increased lighting rental activity at
Lee Lighting in the U.K., and increases attributable to foreign exchange rate
changes impacting our international operations, partially offset by decreased
lighting rental revenue in Australia.
Cost of lighting rental for the six months ended June 30, 2003 was $15.5
million, an increase of $2.5 million, or 19.2%, as compared to the six months
ended June 30, 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 for the six months ended June 30,2003 was $22.9
million, an increase of $5.6 million, or 32.6%, over the six months ended June
30, 2002. The increase was primarily due to increased business at EFILM,
increases attributable to foreign exchange rate changes impacting our
international operations, as well as increased sales of consumables at Lee
Filters and Lee Lighting in the U.K.
Cost of sales and other for the six months ended June 30, 2003 was $13.5
million, an increase of $2.5 million, or 23.2%, as compared to the six months
ended June 30, 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 six months ended June
30, 2003 were $34.4 million, an increase of $8.5 million, or 33.0%, as compared
to the six months ended June 30, 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 Chief Executive Officer and Chief Financial Officer, $2.4
million in costs related to the expansion of EFILM since the prior year, and
increases attributable to foreign exchange rate changes impacting our
international operations. The remaining increase reflects increased employee
costs, primarily incentive compensation accruals, and various other increases
throughout the Company.
Research and development expenses for the six months ended June 30, 2003
were $2.6 million, as compared to $2.4 million for the six months ended June 30,
2002. The change was mainly due to payroll increases as compared to the prior
year.
20
PANAVISION INC.
INTEREST, TAXES AND OTHER
Net interest expense for the six months ended June 30, 2003 was $15.4
million, a decrease of $2.4 million, or 13.6%, as compared to the six months
ended June 30, 2002. The decrease reflects a lower debt level, as a result of
the $90.9 million conversion of Mafco Holdings owned bonds into equity, and
payments of scheduled amortization as compared to the six months ended June 30,
2002. Had Mafco Holdings contributed $90.9 million principal amount of Existing
Notes on January 1, 2003, interest expense would have been approximately $13.3
million in the six months ended June 30, 2003.
Foreign exchange loss for the six months ended June 30, 2003 was $0.6
million as compared to a foreign exchange gain of $0.2 million for the six
months ended June 30, 2002. The decrease was primarily due to a weaker U.S.
dollar as compared to the prior year.
Refinancing expense of $4.5 million for the six months ended June 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 lender's fees of $2.9 million paid in accordance
with the March 2002 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. There was no
such expense for the six months ended June 30, 2003.
Net other income for the six months ended June 30, 2003 remained relatively
constant at $0.9 million as compared to $0.8 million for the six months ended
June 30, 2002.
The tax benefit for the six months ended June 30, 2003 was $5.5 million, as
compared to a tax benefit of $5.4 million for the six months ended June 30,
2002. For the six months ended June 30, 2003, the Company recorded an income tax
benefit of $6.3 million resulting from the benefit associated with domestic tax
losses, offset by a $0.8 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):
SIX MONTHS
ENDED JUNE 30,
-----------------------
2003 2002
-------- --------
Net cash provided by (used in):
Operating activities $ 7,668 $ 5,853
Investing activities (12,655) (13,408)
Financing activities 887 6,315
21
PANAVISION INC.
Cash provided by operating activities, for the six months ended June 30,
2003, totaled $7.7 million comprised of the net loss of $11.0 million, adjusted
for depreciation and amortization of $21.4 million, offset by the net change in
working capital (excluding cash) and other miscellaneous items totaling $2.7
million. Total net cash used in investing activities of $12.7 million consisted
of capital expenditures of $13.4 million, offset by proceeds from the
disposition of fixed assets of $0.7 million. We also purchased an additional 1/3
ownership interest in PANY Rental Inc. in May 2003 that resulted in the
consolidation of PANY Rental Inc.'s financial position and results of operation
in our accompanying consolidated financial statements. The purchase price plus
additional payments resulting from this transaction approximated $0.6 million
and were offset by a similar amount of cash received upon consolidation. The
majority of the capital expenditures were used to manufacture camera rental
systems and accessories. Total net cash provided by financing activities was
$0.9 million, which was comprised of repayments of $10.1 million under the
Existing Credit Agreement, deferred financing costs of $3.2 million, proceeds
from the issuance of Series B Preferred Stock of $4.4 million and proceeds from
the issuance of Series C Preferred Stock of $9.8 million, net of transaction
costs.
Cash provided by operating activities, for the six months ended June 30,
2002, totaled $5.9 million comprised of the net loss of $9.7 million, adjusted
for depreciation and amortization of $20.6 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 $6.5
million. Total net cash used in investing activities of $13.4 million included
$14.6 million of capital expenditures, offset by $1.2 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,
purchase lighting equipment in Australia and expand EFILM's operations. Cash
provided by financing activities was $6.3 million, reflecting borrowings of
$20.7 million and issuance of Series B Preferred Stock for $10.0 million, offset
by repayments of $23.4 million under the Existing Credit Agreement and deferred
financing costs of $1.0 million.
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 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.
22
PANAVISION INC.
In connection with the March 2003 Amendment, Mafco Holdings contributed
$90.9 million 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.
In addition, the Company has various lines of credit totaling
approximately $3.4 million at June 30, 2003, under which no amounts were drawn.
The Company's ability to draw on these lines of credit is restricted under the
terms of the Existing Credit Agreement. On February 3, 2003, MacAndrews & Forbes
Holdings Inc. 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 "MacAndrews Line"). In
August 2003, MacAndrews & Forbes Holdings Inc. agreed to amend the terms of the
MacAndrews Line to increase the amount available for borrowings thereunder from
$4.0 million to $10.0 million and to extend the maturity date of the MacAndrews
Line to August 2006. We do not have any off-balance sheet financing arrangements
other than operating leases of equipment.
In August 2003, the Company postponed an offering of Secured Notes it
had previously announced due to unfavorable pricing terms resulting from
deteriorating market conditions. Concurrently, the Company also deferred its
plans to replace its Existing Credit Agreement with a new credit agreement. The
Existing Credit Agreement, as amended by the March 2003 Amendment, remains in
effect. The Company is continuing to pursue other alternatives to refinance its
indebtedness.
While the Company is in compliance with covenants under the Existing
Credit Agreement for the quarter ended June 30, 2003, due to costs associated
with the attempted offering of Senior Secured Notes, lower than expected feature
film starts and lower television commercial production, the Company is uncertain
whether it can achieve compliance with certain financial covenants under the
Existing Credit Agreement, including the minimum EBITDA requirement and debt to
EBITDA ratio, for the four-quarter period ending September 30, 2003. In the
event that the Company were unable to meet its required covenants for the period
ending September 30, 2003, the Company would be required to seek waivers or
amendments of such covenants or, in the absence of a waiver or amendment, seek
additional 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. Before March 31, 2004, the Company intends to seek
amendments to the Existing Credit Agreement or other sources of financing on
terms more favorable to the Company, including dates of maturity, amortization
schedules and/or interest rates. However, there can be no assurance that the
Company will be able to secure amendments or alternate financing on such
favorable terms by March 31, 2004. 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.
Although there can be no assurance, and provided that the Company
remains in compliance with its covenants under the Existing Credit Agreement,
the Company expects that cash flows from operations, borrowings under the
Existing Credit Agreement and the MacAndrews Line, and cash equity contributions
and advances from affiliates will be sufficient to enable the Company to meet
its anticipated operating, capital spending and debt service requirements
through March 30, 2004.
23
PANAVISION INC.
Capital Expenditures and other Liquidity Requirements
The Company intends to use the cash provided by operating activities to
make additional capital expenditures to manufacture camera systems and
accessories and purchase other rental equipment.
Contractual Obligations
The Company has certain cash obligations and other commercial commitments
that will affect its short and long-term liquidity. At June 30, 2003, excluding
the effect of the Refinancing, such obligations and commitments were as follows
(in millions):
PAYMENTS DUE BY PERIOD
--------------------------------------------------------------
LESS THAN BETWEEN BETWEEN AFTER
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR 2-3 YEARS 4-5 YEARS 5 YEARS
- ----------------------- -------- --------- --------- --------- -------
Long-term debt $ 338.9 $ 174.9 $ 164.0 $ - $ -
Operating leases 36.5 7.4 11.7 7.6 9.8
-------- -------- -------- ------- -------
Total Contractual Cash Obligations $ 375.4 $ 377.7 $ 12.6 $ 8.9 $ 6.9
======== ======== ======== ======= =======
24
PANAVISION INC.
Panavision is a holding company whose only material asset is the ownership
interest in its subsidiaries. The Company's principal business operations are
conducted by its subsidiaries. Accordingly, the Company'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 its subsidiaries
will generate sufficient cash flow to pay dividends or distribute funds to the
Company 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.
SEASONALITY
The Company's revenue and net income are subject to seasonal fluctuations.
In North America, episodic television programs cease filming in the second
quarter for several months, and typically resume production in August. Feature
film production activity typically reaches its peak in the third and fourth
quarters.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q for the quarter ended June 30, 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) competitive
pressures arising from changes in technology, customer requirements, price
competition 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; (g) difficulties or delays in
developing and introducing new products or failure of the Company's customers to
accept new product offerings; (h) difficulties or delays in implementing
improvements in operating efficiencies; (i) delays in customer acceptance of
digital laboratory services; or (j) 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, 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 June 30, 2003.
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PANAVISION INC.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. The Company's management, with the
participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) as of the end of the fiscal period covered by this Quarterly Report on Form
10-Q. Based upon such evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, the
Company's disclosure controls and procedures are effective in recording,
processing, summarizing and reporting information required to be disclosed by
the Company in the reports it files or submits under the Exchange Act is within
the time periods specified in the Commission's rules and forms.
(b) Internal Control Over Financial Reporting. There have not been any
changes in the Company's internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal period covered by this Quarterly Report on Form 10-Q that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
26
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 June 30, 2003.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no events of default upon senior securities during the
quarter ended June 30, 2003.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 30, 2003, the shareholders approved the Company's Executive
Incentive Compensation Plan and the incentive compensation
arrangements for Robert L. Beitcher, the Company's President and Chief
Operating Officer, Bobby G. Jenkins, the Company's Executive Vice
President and Chief Financial Officer, and Eric W. Golden, the
Company's Executive Vice President and General Counsel.
No other matters were submitted to a vote of security holders during
the quarter ended June 30, 2003.
ITEM 5. OTHER INFORMATION
No additional information need be presented.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
31.1 * Section 302 CEO certification
31.2 * Section 302 CFO certification
32.1 * Section 906 CEO certification
32.2 * Section 906 CFO certification
* Filed herewith
27
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: August 14, 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
28