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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 SEPTEMBER 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 November 14, 2003, there were 8,769,919 shares of Panavision Inc.
Common Stock outstanding.
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PANAVISION INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 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........18
Item 3. Quantitative and Qualitative Disclosures about Market Risk...................................27
Item 4. Controls and Procedures......................................................................27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................................28
Item 2. Changes in Securities and Use of Proceeds....................................................28
Item 3. Defaults Upon Senior Securities..............................................................28
Item 4. Submission of Matters to a Vote of Security Holders..........................................28
Item 5. Other Information............................................................................28
Item 6. Exhibits and Reports on Form 8-K.............................................................28
SIGNATURES............................................................................................29
CERTIFICATIONS........................................................................................30
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 SEPTEMBER 30 FOR THE NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------- ---------------------------------------
2003 2002 2003 2002
----------------- -------------------- -------------- ----------------------
Camera rental ..................................$ 30,695 $ 33,394 $ 86,222 $ 88,782
Lighting rental................................. 11,399 8,495 27,663 24,701
Sales and other................................. 12,852 10,573 35,794 27,878
-------------- -------------- --------------- -------------
Total rental revenue and sales.................. 54,946 52,462 149,679 141,361
Cost of camera rental........................... 16,208 15,470 46,517 45,919
Cost of lighting rental......................... 9,727 6,829 25,242 19,847
Cost of sales and other......................... 7,185 6,132 20,670 17,076
-------------- -------------- --------------- -------------
Gross margin.................................... 21,826 24,031 57,250 58,519
Selling, general and administrative expenses.... 16,100 13,088 50,522 38,965
Research and development expenses............... 1,152 822 3,710 3,206
-------------- -------------- --------------- -------------
Operating income ............................... 4,574 10,121 3,018 16,348
Interest income................................. 31 208 143 367
Interest expense................................ (7,200) (8,648) (22,662) (26,572)
Foreign exchange gain (loss).................... (77) 504 (665) 712
Refinancing expense............................. (1,549) (31) (1,549) (4,524)
Other, net ..................................... 379 189 1,317 964
-------------- -------------- --------------- -------------
Income (loss) before income taxes............... (3,842) 2,343 (20,398) (12,705)
Income tax (provision) benefit ................. 1,466 (1,643) 6,986 3,712
-------------- -------------- --------------- -------------
Net income (loss)...............................$ (2,376) $ 700 $ (13,412) $ (8,993)
=============== ============== =============== =============
Net loss attributable to common stockholders....$ (6,471) $ (595) $ (22,999) $ (10,588)
=============== ============== =============== =============
Net loss per share - basic and diluted..........$ (0.74) $ (0.07) $ (2.62) $ (1.21)
=============== ============== =============== =============
Shares used in computation - basic and diluted.. 8,770 8,770 8,770 8,770
3
See accompanying notes.
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30, 2003 DECEMBER 31, 2002
------------------ -----------------
ASSETS (UNAUDITED) (NOTE 1)
Current assets:
Cash and cash equivalents ......................................... $ 4,139 $ 12,647
Accounts receivable (net of allowance of $1,911 in 2003 and
$1,634 in 2002) ................................................. 33,845 27,542
Inventories ....................................................... 11,437 10,417
Prepaid expenses................................................... 5,018 3,708
Due from affiliate................................................. - 2,548
Other current assets............................................... 1,862 1,614
---------- ----------
Total current assets ................................................. 56,301 58,476
Property, plant and equipment, net.................................... 219,483 223,394
Goodwill, net ........................................................ 270,971 268,280
Patents and trademarks, net .......................................... 67,169 67,574
Due from affiliate ................................................... - 313
Other assets ......................................................... 15,621 15,130
---------- ----------
Total assets ......................................................... $ 629,545 $ 633,167
========== ==========
See accompanying notes.
4
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30, 2003 DECEMBER 31, 2002
------------------ -----------------
(UNAUDITED) (NOTE 1)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................... $ 7,530 $ 6,695
Accrued liabilities ........................................... 27,836 28,451
Due to affiliate ............................................... 2,109 513
Current maturities of long-term debt ........................... 258,223 22,815
-------------- -------------
Total current liabilities ......................................... 295,698 58,474
Long-term debt .................................................... 66,683 408,625
Note payable to affiliate ......................................... 15,111 7,039
Deferred tax liabilities .......................................... 37,949 25,366
Other liabilities ................................................. 7,857 8,592
Due to affiliate .................................................. 1,927 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 September 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 September 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 September 30, 2003
and December 31, 2002 ........................................ 88 88
Additional paid-in capital ..................................... 329,090 189,476
Revaluation capital ............................................ 333,199 333,199
Accumulated deficit ............................................ (457,451) (444,039)
Accumulated other comprehensive loss ........................... (622) (6,609)
-------------- -------------
Total stockholders' equity ........................................ 204,320 72,129
-------------- -------------
Total liabilities and stockholders' equity ........................ $ 629,545 $ 633,167
============= =============
See accompanying notes.
5
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2003 2002
-------------- --------------
OPERATING ACTIVITIES
Net loss ................................................. $ (13,412) $ (8,993)
Adjustments to derive net cash provided by operating
activities:
Depreciation and amortization ....................... 32,360 32,857
Gain on sale of property and equipment .............. (996) (1,066)
Amortization of deferred financing costs ............ 3,160 1,090
Amortization of discount on subordinated notes ...... - 1,480
Deferred income tax benefit.......................... (7,968) (6,816)
Changes in operating assets and liabilities, net
of effect of acquired business:
Accounts receivable ............................... (5,226) (8,945)
Inventories ....................................... (877) (604)
Prepaid expenses and other current assets ......... (1,245) (1,948)
Due from affiliates ............................... 105 -
Accounts payable .................................. 398 (3,237)
Accrued liabilities ............................... 373 6,760
Due to affiliates ................................. 1,016 (530)
Other, net .......................................... (1,174) (3,666)
---------- ----------
Net cash provided by operating activities ................ 6,514 6,382
INVESTING ACTIVITIES
Capital expenditures ................................... (18,971) (19,874)
Net cash received in a business combination ........... 9 -
Proceeds from dispositions of fixed assets ............. 1,520 2,319
---------- ----------
Net cash used in investing activities .................. (17,442) (17,555)
FINANCING ACTIVITIES
Borrowings under Credit Agreement ...................... - 25,526
Borrowings under notes payable to affiliates............ 7,500 6,700
Notes payable to Deluxe Laboratories, Inc............... 580 -
Repayments of notes payable and credit agreement ....... (16,978) (29,597)
Deferred financing costs ............................... (3,155) (1,656)
Investment by Deluxe Laboratories in EFILM LLC ......... - 5,000
Proceeds from issuance of Series B Preferred Stock ..... 4,372 10,000
Proceeds from issuance of Series C Preferred Stock, net
of transaction costs .................................. 9,725 -
---------- ----------
Net cash provided by financing activities .............. 2,044 15,973
Effect of exchange rate changes on cash ................ 376 90
---------- ----------
Net (decrease) increase in cash and cash equivalents ... (8,508) 4,890
Cash and cash equivalents at beginning of period ....... 12,647 2,048
---------- ----------
Cash and cash equivalents at end of period ............. $ 4,139 $ 6,938
========== ==========
6
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2003 2002
---------- ----------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period ........................ $ 22,896 $ 20,427
Income taxes paid during the period .................... $ 2,071 $ 2,091
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
For the nine months ended September 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 (the "Las Palmas Note") (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 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):
SEPTEMBER 30, 2003 DECEMBER 31, 2002
---------------------- -----------------------
Finished goods $ 2,540 $ 2,209
Work-in-process 247 283
Component parts 1,435 1,391
Spare parts and supplies 2,146 1,792
Goods purchased for resale 5,069 4,742
---------------------- -----------------------
$ 11,437 $ 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 realization 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):
SEPTEMBER 30, 2003 DECEMBER 31, 2002
------------------- --------------------
Existing Credit Agreement:
Revolving Facility $ 99,200 $ 99,200
Term Facility 158,138 174,608
9 5/8% Senior Subordinated Discount Notes Due 2006 65,420 157,632
Note payable to affiliate 15,111 7,039
Other 2,148 -
------------------- --------------------
340,017 438,479
Less current maturities 258,223 22,815
------------------- --------------------
$ 81,794 $ 415,664
=================== ====================
On June 4, 1998, the Company entered into a credit agreement with a
syndicate of lenders (as subsequently amended as of September 30, 1998, June 30,
1999, March 15, 2002, June 14, 2002, September 30, 2002, March 25, 2003, and
November 12, 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 25, 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.
10
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In addition, the Company has various lines of credit totaling approximately
$13.4 million at September 30, 2003, under which $7.5 million was 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 (the
"MacAndrews Line") in the amount of $4.0 million, at the same rate as provided
for in the revolving facility pursuant to the Existing Credit Agreement. On
August 13, 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 31, 2006. As of September 30, 2003, the Company had
drawn $7.5 million under the MacAndrews Line.
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.
Effective November 12, 2003, the Company amended the Existing Credit
Agreement to, among other things, decrease minimum EBITDA required for the four
fiscal quarters ending September 30, 2003 and December 31, 2003 (the "November
2003 Amendment"). The provisions of the November 2003 Amendment related to
financial covenants will expire on March 22, 2004. In the absence of this
amendment, the Company would not have been in compliance with financial
covenants for the four fiscal quarters ending September 30, 2003 and likely
would not be in compliance with financial covenants for the four fiscal quarters
ending December 31, 2003, due to costs associated with the attempted offering of
Secured Notes and lower than expected feature film and commercial television
production, among other factors. In addition, the November 2003 Amendment
requires that the interest payment due on February 1, 2004 on Existing Notes be
financed exclusively by drawing on an additional line of credit extended by
MacAndrews & Forbes Holdings Inc. (as described below) unless, prior to January
30, 2004, the Existing Credit Agreement is refinanced or terminated or the
Company's debt reduced in a manner satisfactory to its lenders.
In connection with the November 2003 Amendment, on November 12, 2003,
MacAndrews & Forbes Holdings Inc. agreed to extend an additional revolving line
of credit in the amount of $10 million at a rate equal to 50 basis points above
the rate provided for in the revolving facility pursuant to the Existing Credit
Agreement and a maturity of April 15, 2004.
The Company is currently exploring alternative financing arrangements and
intends, before March 22, 2004, to seek amendments of the Existing Credit
Agreement or secure other sources of financing on terms more favorable to the
Company, including dates of maturity and amortization schedules. Although the
lenders under the Existing Credit Agreement have accommodated the Company to
date and the Company believes they will continue to do so, there can be no
assurance they will continue to do so nor can there be any assurance that the
Company could successfully effect any alternative financing.
Although there can be no assurance, the Company expects that cash flows
from operations, borrowings under the Existing Credit Agreement and the
MacAndrews lines of credit, 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 22,
2004.
11
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 adopting FIN 46, and based on currently
available information, does not believe the adoption will 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 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 September 30, 2003 and for
12
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
hedging relationships designated after September 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
SEPTEMBER 30, 2003 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------- ------------ ---------- ------------- ------------
Revenue from
external customers $ 25,105 $ 20,635 $ 4,406 $ 50,146 $ 4,800 $ 54,946
Inter-regional revenue 3,228 1,345 - 4,573 - 4,573
Operating income (loss) 6,158 (609) (427) 5,122 (548) 4,574
RENTAL AND SALES
--------------------------------------------------
THREE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 2002 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------ ------------- ---------- ------------- ------------
Revenue from
external customers $ 26,091 $ 17,419 $ 6,400 $ 49,910 $ 2,552 $ 52,462
Inter-regional revenue 4,092 1,023 - 5,115 - 5,115
Operating income (loss) 11,474 (972) 995 11,497 (1,376) 10,121
RENTAL AND SALES
---------------------------------------------------
NINE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 2003 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------- ------------ ----------- ------------- ------------
Revenue from
external customers $ 65,767 $ 55,573 $ 16,919 $ 138,259 $ 11,420 $ 149,679
Inter-regional revenue 9,796 3,480 - 13,276 - 13,276
Operating income (loss) 14,109 (3,713) 613 11,009 (7,991) 3,018
13
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
RENTAL AND SALES
---------------------------------------------------
NINE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 2002 AMERICA EUROPE PACIFIC SUBTOTAL OTHER TOTAL
------------ ------------- ------------ ----------- ------------- -----------
Revenue from
external customers............ $ 69,902 $ 49,160 $ 19,747 $ 138,809 $ 2,552 $ 141,361
Inter-regional revenue.......... 11,270 3,049 - 14,319 - 14,319
Operating income (loss)......... 18,243 (3,571) 3,746 18,418 (2,070) 16,348
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
The following table presents the components of comprehensive loss (in
thousands):
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
2003 2002 2003 2002
-------- ------- -------- -------
Net income (loss)............................... $ (2,376) $ 700 $ (13,412) $ (8,993)
Other comprehensive adjustment:
Foreign currency translation adjustment......... 336 (713) 5,987 3,286
--------- -------- --------- --------
Total comprehensive loss........................ $ (2,040) $ (13) $ (7,425) $ (5,707)
========= ======== ========= ========
14
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. NET LOSS PER SHARE
For the three and nine month periods ended September 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.
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 NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- ----------------------
2003 2002 2003 2002
-------- ------- -------- -------
Net income (loss).............................. $ (2,376) $ 700 $ (13,412) $ (8,993)
Accreted dividends on Redeemable Series B
Preferred Stock................................ - (1,295) (1,319) (1,595)
Series C Preferred Stock dividend in arrears... (4,095) - (8,268) -
------ ------ ------ ------
Net loss attributable to common shareholders... $ (6,471) $ (595) $ (22,999) $(10,588)
------ ------ ------ ------
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.............. $ (0.74) $ (0.07) $ (2.62) $ (1.21)
====== ====== ====== ======
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............ $ (0.74) $ (0.07) $ (2.62) $ (1.21)
====== ====== ====== ======
15
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
10. STOCK-BASED BENEFITS
The Company follows the provisions of FASB Statement No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123"), which permits the Company 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.
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 NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- ----------------------
2003 2002 2003 2002
-------- ------- -------- -------
Net income (loss) as reported........................ $ (2,376) $ 700 $ (13,412) $ (8,993)
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 income (loss).......................... $ (2,376) $ 700 $ (13,412) $ (9,008)
========= ======== ========== =============
Pro forma net loss attributable to common
shareholders......................................... $ (6,471) $ (595) $ (22,999) $ (10,603)
========= ======== ========== =============
Shares used in computation-basic and diluted......... 8,770 8,770 8,770 8,770
========= ======== ========== =============
Loss per share:
Basic and diluted net loss per share-as reported..... $ (0.74) $ (0.07) $ (2.62) $ (1.21)
========= ======== ========== =============
Basic and diluted net loss per share-pro forma....... $ (0.74) $ (0.07) $ (2.62) $ (1.21)
========= ======== ========== =============
16
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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
not material.
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, 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.
12. RECENT DEVELOPMENTS
On October 7, 2003, the Company named Robert L. Beitcher as Chief Executive
Officer. Since April 2003, Mr. Beitcher served as President and Chief Operating
Officer.
17
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 and camera 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 95/8% 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 (the "Las Palmas Note") (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 connection with the M&F Purchase and the
December 2001 issuance of the Series A Preferred Stock were terminated.
18
PANAVISION INC.
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.
On February 3, 2003, MacAndrews & Forbes Holdings Inc. agreed to extend to
the Company a revolving line of credit (the "MacAndrews Line") in the amount of
$4.0 million, at the same rate as provided for in the revolving facility
pursuant to the Existing Credit Agreement. On August 13, 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
31, 2006. As of September 30, 2003, the Company had drawn $7.5 million under the
MacAndrews Line.
In connection with the November 2003 Amendment, on November 12, 2003,
MacAndrews & Forbes Holdings Inc. agreed to extend an additional revolving line
of credit in the amount of $10 million at a rate equal to 50 basis points above
the rate provided for in the revolving facility pursuant to the Existing Credit
Agreement and a maturity of April 15, 2004.
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 the strengthening of
international currencies relative to the U.S. dollar.
QUARTER ENDED SEPTEMBER 30, 2003 COMPARED TO QUARTER ENDED SEPTEMBER 30, 2002
CAMERA RENTAL OPERATIONS
Camera rental revenue for the third quarter of 2003 was $30.7 million.
Revenue decreased $2.7 million, or 8.1%, as compared to the third quarter of
2002. The decrease reflects decreased features activity, principally in the U.S.
and Australia, partially offset by increases attributable to foreign exchange
rate changes impacting our international operations.
Cost of camera rental for the third quarter of 2003 was $16.2 million, an
increase of $0.7 million, or 4.8%, as compared to the third quarter of 2002. The
increase was due to increased repairs and maintenance costs, the inclusion of
the results of our recently acquired PANY Rental operations, and increases
attributable to foreign exchange rate changes impacting our international
operations.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the third quarter of 2003 was $11.4 million, an
increase of $2.9 million, or 34.2%, as compared to the third quarter of 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 and our recently acquired PANY Rental operations,
partially offset by lower lighting rental activity in Australia, principally
attributable to strong feature activity in the third quarter of 2002.
Cost of lighting rental for the third quarter of 2003 was $9.7 million, an
increase of $2.9 million, or 42.4%, as compared to the third 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., and increases
19
PANAVISION INC.
attributable to foreign exchange rate changes impacting our international
operations, partially offset by lower expenses in Australia.
SALES AND OTHER
Sales and other revenue in the third quarter of 2003 was $12.9 million, an
increase of $2.3 million, or 21.6%, over the corresponding 2002 quarter. The
increase was primarily due to increased business at EFILM, increased sales of
consumables in the U.K., and increases attributable to foreign exchange rate
changes impacting our international operations.
Cost of sales and other for the third quarter of 2003 was $7.2 million, an
increase of $1.1 million, or 17.2%, as compared to the third quarter of 2002.
The change was primarily due to increased activity at EFILM and the increase in
sales and other revenue discussed above.
OPERATING COSTS
Selling, general and administrative expenses for the third quarter of 2003
were $16.1 million, an increase of $3.0 million, or 23.0%, as compared to the
third quarter of 2002. The increase was primarily due to $0.7 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 Rental results for the third quarter of 2003. The
remaining increase reflects increased employee costs, principally salaries,
benefits, taxes, and various other increases throughout the Company.
Research and development expenses for the third quarter of 2003 were $1.2
million, as compared to $0.8 million for third quarter of 2002. The change was
mainly due to payroll increases as compared to the prior year.
INTEREST, OTHER AND TAXES
Net interest expense for the third quarter of 2003 was $7.2 million, a
decrease of $1.3 million, or 15.1%, as compared to the third quarter of 2002.
The decrease principally reflects a lower debt level, due primarily to the
contribution of $90.0 million principal amount of Mafco Holdings owned Existing
Notes in exchange for equity, payments of scheduled amortization compared to the
third quarter of 2002, and other changes including the amortization of debt
issuance costs.
Foreign exchange loss for the third quarter of 2003 was $0.1 million as
compared to a $0.5 million gain in the third quarter of 2002. The decrease was
primarily due to a weaker U.S. dollar as compared to the prior year.
Refinancing expense of $1.5 million for the third quarter of 2003 reflects
costs incurred in connection with the Company's August 2003 postponed offering
of secured notes. These costs include professional fees and other expenses
incurred by the Company.
The tax benefit for the third quarter of 2003 was $1.5 million, as compared
to a tax provision of $1.6 million for the third quarter of 2002. For the third
quarter of 2003, the Company recorded an income tax benefit of $1.9 million
resulting from the benefit associated with domestic tax losses, offset by a $0.4
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,
20
PANAVISION INC.
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.
NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2002
CAMERA RENTAL OPERATIONS
Camera rental revenue for the nine months ended September 30, 2003 was
$86.2 million. Revenue decreased $2.6 million, or 2.9%, as compared to the nine
months ended September 30, 2002. The decrease reflects decreased features
revenue, partially offset by increases attributable to foreign exchange rate
changes impacting our international operations, and increased commercial rental
revenue.
Cost of camera rental for the nine months ended September 30, 2003 was
$46.5 million, an increase of $0.6 million, or 1.3%, as compared to the nine
months ended September 30, 2002. The increased costs were driven in part by
increased repairs and maintenance and in part by increases attributable to
foreign exchange rate changes impacting our international operations.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the nine months ended September 30, 2003 was
$27.7 million, an increase of $3.0 million, or 12.0%, as compared to the nine
months ended September 30, 2002. The increase reflects increased lighting rental
activity at Lee Lighting in the U.K., inclusion of PANY Rental activity, and
increases attributable to foreign exchange rate changes impacting our
international operations, partially offset by decreased lighting rental revenue
in Australia, principally due to decreased features activity.
Cost of lighting rental for the nine months ended September 30, 2003 was
$25.2 million, an increase of $5.4 million, or 27.2%, as compared to the nine
months ended September 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., inclusion of PANY Rental activity, partially offset by
lower expenses in Australia.
SALES AND OTHER
Sales and other revenue for the nine months ended September 30, 2003 was
$35.8 million, an increase of $7.9 million, or 28.4%, over the nine months ended
September 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
Lighting in the U.K., partially offset by decreased activity in Australia.
Cost of sales and other for the nine months ended September 30, 2003 was
$20.7 million, an increase of $3.6 million, or 21.0%, as compared to the nine
months ended September 30, 2002. The change was primarily due to the increases
in sales and other revenue discussed above.
OPERATING COSTS
Selling, general and administrative expenses for the nine months ended
September 30, 2003 were $50.5 million, an increase of $11.6 million, or 29.7%,
as compared to the nine months ended September 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, $3.1 million in costs related to the expansion of EFILM since
the prior year, increases attributable to foreign exchange rate changes
impacting our international operations, increased employee costs, including
salaries, taxes, and benefits, and various other increases throughout the
Company.
21
PANAVISION INC.
Research and development expenses for the nine months ended September 30,
2003 were $3.7 million, an increase of $0.5 million, or 15.7%, as compared to
the nine months ended September 30, 2002. The change was mainly due to employee
cost increases as compared to the prior year.
INTEREST, OTHER AND TAXES
Net interest expense for the nine months ended September 30, 2003 was $22.5
million, a decrease of $3.7 million, or 14.1%, as compared to the nine months
ended September 30, 2002. The decrease reflects a lower debt level, compared to
the nine months ended September 30, 2002 as a result of the contribution of
$90.9 million principal amount of Mafco Holdings owned Existing Notes in
exchange for equity, and payments of scheduled amortization. Had Mafco Holdings
contributed $90.9 million principal amount of Existing Notes on January 1, 2003,
net interest expense would have been approximately $20.3 million in the nine
months ended September 30, 2003.
Foreign exchange loss for the nine months ended September 30, 2003 was $0.7
million as compared to a foreign exchange gain of $0.7 million for the nine
months ended September 30, 2002. The decrease was primarily due to a weaker U.S.
dollar as compared to the prior year.
Refinancing expense of $1.5 million for the nine months ended September 30,
2003 reflects costs, principally professional services, incurred in connection
with the Company's postponed offering of Senior Notes.
Refinancing expense of $4.5 million for the nine months ended September 30,
2002 reflects costs incurred in connection with the Company's discontinued
offering of secured notes and bank refinancing. These costs include $2.2 million
of charges, primarily consisting of professional fees incurred in connection
with the Company's refinancing and 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.
Net other income for the nine months ended September 30, 2003 was $1.3
million as compared to $1.0 million for the nine months ended September 30,
2002.
The tax benefit for the nine months ended September 30, 2003 was $7.0
million, as compared to a tax benefit of $3.7 million for the nine months ended
September 30, 2002. For the nine months ended September 30, 2003, the Company
recorded an income tax benefit of $8.3 million resulting from the benefit
associated with domestic tax losses, offset by a $1.3 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.
22
PANAVISION INC.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain information from the Company's
condensed consolidated statements of cash flows for the periods indicated (in
thousands):
NINE MONTHS
ENDED SEPTEMBER 30,
----------------------------
2003 2002
------------ ------------
Net cash provided by (used in):
Operating activities .................................. $ 6,514 $ 6,382
Investing activities .................................. (17,442) (17,555)
Financing activities .................................. 2,044 15,973
Cash provided by operating activities for the nine months ended September
30, 2003, totaled $6.5 million comprised of the net loss of $13.4 million,
adjusted for depreciation and amortization of $32.4 million, offset by the net
change in working capital (excluding cash) and other miscellaneous items
totaling $12.5 million. Total net cash used in investing activities of $17.4
million consisted of capital expenditures of $18.9 million, offset by proceeds
from the disposition of fixed assets of $1.5 million. The Company 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 the Company's 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 $2.0 million, which was comprised of
borrowings of $7.5 million under the MacAndrews Line, notes payable to Deluxe
Laboratories, Inc. of $0.6 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 $9.7 million, net of transaction costs, offset by repayments
of $17.0 million and deferred financing costs of $3.2 million.
Cash provided by operating activities for the nine months ended September
30, 2002, totaled $6.4 million comprised of the net loss of $9.0 million,
adjusted for depreciation and amortization of $32.9 million and the amortization
of the discount on the Existing Notes of $1.5 million, offset by the net change
in working capital (excluding cash) and other miscellaneous items totaling $19.0
million. Total net cash used in investing activities of $17.6 million included
$19.9 million of capital expenditures, offset by $2.3 million in proceeds
received from the disposition of fixed assets. The majority of the capital
expenditures were used to manufacture camera rental systems and accessories,
purchase lighting equipment and expand EFILM's operations. Cash provided by
financing activities was $16.0 million, reflecting borrowings of $25.5 million
under the Credit Agreement, borrowings of $6.7 million under the Las Palmas
Note, the issuance of Series B Preferred Stock for $10.0 million, and the $5.0
million investment by Deluxe Laboratories, Inc. in EFILM, LLC, offset by
repayments of $29.6 million under the Existing Credit Agreement, and deferred
financing costs of $1.6 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
23
PANAVISION INC.
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 25, 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
$90.9 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
$13.4 million at September 30, 2003, under which $7.5 million was 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"). On
August 13, 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 31, 2006. The Company does 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.
Effective November 12, 2003, the Company amended the Existing Credit
Agreement to, among other things, decrease minimum EBITDA required for the four
fiscal quarters ending September 30, 2003 and December 31, 2003 (the "November
2003 Amendment"). The provisions of the November 2003 Amendment related to
financial covenants will expire on March 22, 2004. In the absence of this
amendment, the Company would not have been in compliance with financial
covenants for the four fiscal quarters ending September 30, 2003 and likely
would not be in compliance with financial covenants for the four fiscal quarters
ending December 31, 2003, due to costs associated with the attempted offering of
Secured Notes and lower than expected feature film and commercial television
production, among other
24
PANAVISION INC.
factors. In addition, the November 2003 Amendment requires that the interest
payment due on February 1, 2004 on Existing Notes be financed exclusively by
drawing on an additional line of credit extended by MacAndrews & Forbes Holdings
Inc. (as described below) unless, prior to January 30, 2004, the Existing Credit
Agreement is refinanced or terminated or the Company's debt reduced in a manner
satisfactory to its lenders.
In connection with the November 2003 Amendment, on November 12, 2003,
MacAndrews & Forbes Holdings Inc. agreed to extend an additional revolving line
of credit in the amount of $10 million at a rate equal to 50 basis points above
the rate provided for in the revolving facility pursuant to the Existing Credit
Agreement and a maturity of April 15, 2004.
The Company is currently exploring alternative financing arrangements and
intends, before March 22, 2004, to seek amendments of the Existing Credit
Agreement or secure other sources of financing on terms more favorable to the
Company, including dates of maturity and amortization schedules. Although the
lenders under the Existing Credit Agreement have accommodated the Company to
date and the Company believes they will continue to do so, there can be no
assurance they will continue to do so nor can there be any assurance that the
Company could successfully effect any alternative financing.
Although there can be no assurance, the Company expects that cash flows
from operations, borrowings under the Existing Credit Agreement and the
MacAndrews lines of credit, 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 22,
2004.
CAPITAL EXPENDITURES LIQUIDITY REQUIREMENTS AND OTHER
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 September 30, 2003, such
obligations and commitments were as follows (in millions):
PAYMENTS DUE BY PERIOD
----------------------------------------------------------------
LESS THAN 1 BETWEEN 2-3 BETWEEN 4-5 AFTER 5
CONTRACTUAL OBLIGATIONS TOTAL YEAR YEARS YEARS YEARS
- ----------------------- ----- ---- ----- ----- -----
Long-term debt $ 340.0 $ 265.8 $ 74.2 $ - $ -
Operating leases 46.0 9.9 15.5 10.7 9.9
-------- -------- ------- -------- -------
Total Contractual Cash Obligations $ 386.0 $ 275.7 $ 89.7 $ 10.7 $ 9.9
======== ======== ======= ======== =======
Panavision is a holding company whose principal 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
25
PANAVISION INC.
production in August. Feature film production activity typically reaches its
peak in the third and fourth quarters.
SFAS NO. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS"
The Company adopted Financial Accounting Standards (SFAS) No. 142 "Goodwill
and Other Intangible Assets," on January 1, 2002. SFAS No. 142 requires that
goodwill and indefinite-lived intangible assets not be amortized but, instead,
tested at least annually for impairment while intangible assets that have finite
useful lives continue to be amortized over their respective useful lives.
Accordingly, the Company ceased amortization of goodwill and tradename, on
January 1, 2002, and will continue to amortize intangible assets with finite
useful lives over their respective useful lives. SFAS No. 142 requires that
goodwill be tested for impairment using a two-step process. The first step is to
determine the fair value of the reporting unit, which may be calculated using a
discounted cash flow methodology, and compare this value to its carrying value.
If the fair value exceeds the carrying value, no further work is required and no
impairment loss would be recognized. The second step is an allocation of the
fair value of the reporting unit to all of the reporting unit's assets and
liabilities under a hypothetical purchase price allocation.
The Company will perform its annual impairment tests of goodwill and
tradename during the fourth quarter of fiscal 2003 in connection with the
Company's planning efforts for 2004. As the Company has not yet determined what
the effect of these tests will be on its earnings and financial position, these
effects, which may have a material impact, will be reflected in the consolidated
financial statements for the year ending December 31, 2003.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q for the quarter ended September 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. 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 or 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.
26
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 September 30, 2003.
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.
27
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 September 30, 2003.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no events of default upon senior securities during the
quarter ended September 30, 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 quarter ended September 30, 2003.
ITEM 5. OTHER INFORMATION
No additional information need be presented.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
4.13 Amended and Restated Line of Credit Agreement, dated as of August 13,
2003, between Panavision Inc. and MacAndrews and Forbes Holdings Inc.
4.14 Senior Subordinated Line of Credit Agreement, dated as of
November 12, 2003, between Panavision Inc. and MacAndrews and Forbes
Holdings Inc.
4.15 Seventh Amendment, dated as of November 12, 2003, to the Credit
Agreement among Panavision Inc., the several lenders named therein,
Credit Suisse First Boston, as Documentation Agent, and JP Morgan
Chase Bank, as Administrative Agent.
31.1 * Section 302 CEO certification
31.2 * Section 302 CFO certification
32.1 * Section 906 CEO certification
32.2 * Section 906 CFO certification
FORM 8-K
July 24, 2003 - The Company announced its planned offering of $275.0
million in aggregate principal amount of senior secured notes due 2008 and its
ongoing discussions to enter into a new credit agreement to replace its existing
credit agreement.
July 28, 2003 - In connection with a financing undertaken by the
Company, it provided certain financial information to potential financing
sources.
October 8, 2003 - The Company announced that Robert L. Beitcher,
President of the registrant since April 1, 2003, has been named Chief Executive
Officer.
* Filed herewith
28
PANAVISION INC.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
PANAVISION INC.
Date: November 14, 2003 By: /s/ ROBERT L. BEITCHER
------------------------ ----------------------------------------
President and Chief Executive Officer
By: /s/ BOBBY G. JENKINS
----------------------------------------
Bobby G. Jenkins
Executive Vice President,
Chief Financial Officer and
principal accounting officer
29