<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
COMMISSION FILE NUMBER: 1-14234
Audio Visual Services Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3466655
-------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 West Ocean Boulevard, Suite 1110, Long Beach, California 90802
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (562) 366-0620
Caribiner International, Inc., 16 West 61st Street, New York, NY 10023
----------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 / /
The registrant had 23,902,346 shares of Common Stock (par value $0.01 per share)
outstanding as of August 8, 2000.
<PAGE>
INDEX
PART I. Financial Information
Item 1. Financial Statements (Unaudited)
Review Report of Independent Accountants...................... 2
Consolidated Balance Sheets as of
June 30, 2000 and September 30, 1999.......................... 3
Consolidated Statements of Operations for
the nine months ended June 30, 2000 and 1999.................. 4
Consolidated Statements of Operations for
the three months ended June 30, 2000 and 1999................. 5
Consolidated Statements of Cash Flows for
the nine months ended June 30, 2000 and 1999.................. 6
Consolidated Statement of Changes in Stockholders'
Equity for the nine months ended June 30, 2000 and 1999 ...... 7
Notes to Consolidated Financial Statements.................... 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................. 12
Item 3. Quantitative and Qualitative Disclosures
about Market Risk............................................. 12
PART II. Other Information
Item 1. Legal Proceedings............................................. 17
Item 2. Changes in Securities......................................... 17
Item 4. Submission of Matters to a Vote of Security Holders .......... 18
Item 6. Exhibits and Reports on Form 8-K.............................. 19
SIGNATURES................................................................... 20
-1-
<PAGE>
Review Report of Independent Accountants
Stockholders and Board of Directors Audio Visual Services Corporation (formerly
Caribiner International, Inc.)
We have reviewed the accompanying consolidated balance sheet of Audio Visual
Services Corporation (formerly Caribiner International, Inc.) as of June 30,
2000, and the related consolidated statements of operations for the three and
nine months ended June 30, 2000 and 1999, the consolidated statement of changes
in stockholders' equity for the nine months ended June 30, 2000 and 1999 and the
consolidated statements of cash flows for the nine months ended June 30, 2000
and 1999. These financial statements are the responsibility of the Company's
management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements in order for them
to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Audio Visual Services Corporation
(formerly Caribiner International, Inc.) as of September 30, 1999, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended, not presented herein, and in our report dated
December 28, 1999, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of September 30, 1999 is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
/s/ Ernst & Young LLP
New York, New York
August 9, 2000
-2-
<PAGE>
Audio Visual Services Corporation
(formerly known as Caribiner International, Inc.)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, September 30,
ASSETS 2000 1999
(unaudited) (Note 1)
----------- --------
(amounts in thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $3,014 $1,675
Trade accounts receivable - net of allowance for doubtful
accounts of $2,628 and $4,693 at June 30, 2000 and
September 30, 1999, respectively 58,449 100,446
Deferred charges -- 8,301
Prepaid expenses and other current assets 14,984 20,173
Taxes receivable 4,663 4,548
----- --------
Total Current Assets 81,110 135,143
Property and equipment - net 69,376 100,438
Goodwill - net 274,224 409,204
Other assets 11,080 14,684
------ ------
TOTAL ASSETS $435,790 $659,469
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $111 $1,299
Trade accounts payable 8,485 22,527
Accrued expenses and other current liabilities 32,692 40,436
Accrued production costs -- 20,259
Deferred income -- 11,617
---- ------
Total Current Liabilities 41,288 96,138
Long-term debt 348,457 425,840
Deferred income -- 4,975
Deferred tax liability 7,342 7,892
Other liabilities 459 2,144
---- -----
TOTAL LIABILITIES 397,546 536,989
Stockholders' Equity:
Preferred stock, $0.01 par value:
2,000 shares authorized, none issued and outstanding at
June 30, 2000 and September 30, 1999, respectively --- ---
Common stock, $0.01 par value:
100,000 voting shares authorized 23,902 and 23,697 shares
issued and outstanding at June 30, 2000 and
September 30, 1999, respectively 239 236
Additional paid-in capital 167,927 167,677
Accumulated other comprehensive loss (7,172) (4,785)
Accumulated deficit (122,750) (40,648)
---------- --------
TOTAL STOCKHOLDERS' EQUITY 38,244 122,480
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $435,790 $659,469
======== ========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
-3-
<PAGE>
Audio Visual Services Corporation
(formerly known as Caribiner International, Inc.)
Consolidated Statements of Operations
For the Nine Months Ended
(unaudited)
<TABLE>
<CAPTION>
June 30,
--------
2000 1999
---- ----
(amounts in thousands)
<S> <C> <C>
Revenue $327,028 $306,679
Cost of revenue 264,175 241,064
------- -------
Gross profit 62,853 65,615
------ ------
Operating expenses:
Selling, general and administrative expenses 39,427 46,919
Depreciation and amortization 8,801 11,165
----- ------
Total operating expenses 48,228 58,084
------ ------
Operating income before corporate reorganization and other costs 14,625 7,531
------ -------
Corporate reorganization costs (note 3) 3,600 --
Loss on disposal of assets (note 4) 3,000 16,500
----- ------
Operating income (loss) 8,025 (8,969)
Interest expense, net 33,686 25,311
------ ------
Loss from continuing operations before taxes (25,661) (34,280)
Benefit for taxes -- (11,312)
------ --------
Loss from continuing operations (25,661) (22,968)
Discontinued operations (note 2)
Income (loss) from operations (less income taxes of $4,315 in 1999) (16,128) 8,762
Loss on disposal of assets (40,313) --
-------- ------
Income (loss) from discontinued operations (56,441) 8,762
-------- -----
Net loss $(82,102) $(14,206)
========= =========
Basic and diluted earnings (loss) per common share:
Loss from continuing operations $(1.08) $(0.97)
Income (loss) from discontinued operations, net of tax (2.38) 0.37
------ ----
Net loss per common share $(3.46) $(0.60)
======= =======
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
-4-
<PAGE>
Audio Visual Services Corporation
(formerly known as Caribiner International, Inc.)
Consolidated Statements of Operations
For the Three Months Ended
(unaudited)
<TABLE>
<CAPTION>
June 30,
--------
2000 1999
---- ----
(amounts in thousands)
<S> <C> <C>
Revenue $117,054 $107,111
Cost of revenue 92,021 82,995
------ ------
Gross profit 25,033 24,116
------ ------
Operating expenses:
Selling, general and administrative expenses 13,106 15,265
Loss on disposal of assets -- 16,500
Depreciation and amortization 2,973 3,434
----- -----
Total operating expenses 16,079 35,199
------ ------
Operating income (loss) 8,954 (11,083)
Interest expense, net 12,341 9,002
------ -----
Loss from continuing operations before taxes (3,387) (20,085)
Benefit for taxes --- (5,634)
----- -------
Loss from continuing operations (3,387) (14,451)
Discontinued operations (note 2)
Income from operations (less income taxes of
$203 in 1999) -- 2,592
---- -----
Net loss $(3,387) $(11,859)
======== =========
Basic and diluted earnings (loss) per common share:
Loss from continuing operations $(0.14) $(0.61)
Income (loss) from discontinued operations, net of tax -- 0.11
------- -------
Net loss per common share $(0.14) $(0.50)
======= =======
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
-5-
<PAGE>
Audio Visual Services Corporation
(formerly known as Caribiner International, Inc.)
Consolidated Statements of Cash Flows
For the Nine Months Ended
(unaudited)
<TABLE>
<CAPTION>
June 30,
--------
2000 1999
---- ----
(amounts in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(82,102) $(14,206)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 33,147 32,299
Fixed asset write-off 2,500 --
Loss on disposition of assets 40,313 16,500
Change in assets and liabilities:
(Increase) decrease in trade accounts receivable (2,587) 5,092
Increase in deferred charges (7,167) (3,552)
Decrease (increase) in prepaid expenses and
other current assets 3,910 (5,160)
Decrease (increase) in other assets 2,212 (3,440)
Increase (decrease) in trade accounts payable 418 (215)
Increase in deferred income 12,733 3,137
Decrease in accrued expenses and
other liabilities (6,083) (17,635)
Decrease in taxes payable (821) (9,149)
------- -------
Net cash (used in) provided by operating activities (3,527) 3,671
------- -----
Cash flow provided by (used in) investing activities:
Purchase of property and equipment (27,854) (35,568)
Proceeds from disposed businesses,
net of transaction costs 111,694 ---
Acquisition of intangibles and businesses,
net of cash acquired (229) (8,128)
------ -------
Net cash provided by (used in) investing activities 83,611 (43,696)
------ --------
Cash flow provided by (used in) financing activities:
Repayments of long-term debt (161,700) (112,828)
Proceeds from long-term debt 84,625 153,350
Payment of debt issuance fees (991) (1,231)
----- ------
Net cash (used in) provided by financing activities (78,066) 39,291
-------- ------
Translation effect on cash and cash equivalents (679) 38
----- ------
Net increase (decrease) in cash 1,339 (696)
Cash, beginning of period 1,675 15,117
----- ------
Cash, end of period $3,014 $14,421
====== =======
Supplemental disclosure of cash flow information:
Interest paid $38,009 $23,539
======= =======
Income taxes paid $198 $1,226
==== ======
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
-6-
<PAGE>
Audio Visual Services Corporation
(formerly known as Caribiner International, Inc.)
Consolidated Statement of Changes in Stockholders' Equity
For the Nine Months Ended June 30, 2000 and 1999
(unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Common Stock Accumulated
------------ Additional Other Total
Paid-in Retained Comprehensive Stockholders'
Shares Amount Capital Earnings Income Equity
------ ------ ------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
For the nine months ended June 30, 2000:
Balance at September 30, 1999 23,697 $236 $167,677 (40,648) (4,785) $122,480
Net loss -- -- -- (82,102) -- (82,102)
Foreign currency translation adjustment -- -- -- -- (2,387) (2,387)
-- -- -- -- ----- ------
Comprehensive loss -- -- -- -- -- (84,489)
-- -- -- -- -- ------
Issuance of common stock 205 3 250 -- -- 253
--- - --- -- -- ---
Balance at June 30, 2000 23,902 $239 $167,927 (122,750) (7,172) 38,244
====== ==== ======== ========= ======= ======
For the nine months ended June 30, 1999:
Balance at September 30, 1998 23,689 $236 $167,608 $11,645 $(3,714) $175,775
Net loss -- -- -- (14,206) -- (14,206)
Foreign currency translation adjustment -- -- -- -- (2,094) (2,094)
------- -------
Comprehensive loss -- -- -- -- -- (16,300)
--------
Issuance of common stock 8 * 68 -- -- 68
- - -- -- -- --
Balance at June 30, 1999 23,697 $236 $167,676 $(2,561) $(5,808) $159,543
====== ==== ======== ======== ======== ========
</TABLE>
*Amount less than $1 thousand
See accompanying notes to the unaudited consolidated financial statements.
-7-
<PAGE>
Audio Visual Services Corporation
(formerly known as Caribiner International, Inc.)
Notes To Consolidated Financial Statements
(Unaudited)
1. Interim Financial Information
The accompanying unaudited consolidated financial statements of Audio
Visual Services Corporation (formerly known as Caribiner International,
Inc.) (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, the consolidated financial
statements contain all adjustments, consisting of normal recurring
adjustments, considered necessary to present fairly the consolidated
financial position, results of operations and cash flows of the Company.
The results of operations for the three and nine months ended June 30,
2000 are not necessarily indicative of the results of operations that
may be expected for any other interim periods or for the fiscal year
ending September 30, 2000.
The balance sheet at September 30, 1999 has been derived from the
Company's audited financial statements at that date, but does not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
assets and liablilities of the discontinued operations have not been
segregated in the consolidated balance sheet at September 30, 1999 (see
Note 2 below).
2. Discontinued Operations
On April 20, 2000, the Company sold substantially all of the assets of
its worldwide Communications Group (the "Communications Group"). On May
9, 2000, the Company sold its U.K.-based Melville Exhibition Services
subsidiary ("MES"). The Company recorded an aggregate loss on disposal
of these operations of $40.3 million at March 31, 2000. Operating
results of the Communications Group and MES have been segregated and
reported as discontinued operations in the Consolidated Statement of
Operations for the three and nine months ended June 30, 2000 and 1999
(with the prior year comparable periods restated). Cash flow impacts of
the discontinued operations have not been segregated in the Consolidated
Statement of Cash Flows. Components of the income (loss) from
discontinued operations reflected in the Consolidated Statements of
Operations are presented in the following table (amounts in thousands).
<TABLE>
<CAPTION>
Three months Ended Nine Months Ended
June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ --- $88,134 $138,946 $260,267
Cost of Revenue -- 61,518 94,943 177,650
Selling, general and administrative expenses -- 20,634 53,378 60,297
Depreciation and Amortization -- 3,193 6,671 9,451
--- ----- ----- -----
Operating Income (loss) -- 2,789 (16,046) 12,869
Interest expense (income), net -- (6) 82 (208)
--- -- -- ----
Income (Loss) from operations before tax -- 2,795 (16,128) 13,077
--- ----- ------- ------
Tax provision -- 203 -- 4,315
-- --- --- -----
Income (Loss) from discontinued operations $ -- $2,592 $(16,128) $8,762
==== ====== ======== ======
</TABLE>
3. Corporate Reorganization Costs
In connection with corporate office reorganization plans, a charge of
$3.6 million was recorded during the three months ended March 31, 2000.
Such charge primarily includes severance payments which were made in the
third fiscal quarter of 2000.
-8-
<PAGE>
4. Loss on Disposal of Assets
During the three months ended March 31, 2000, the Company wrote off
$3.0 million of assets relating to sold businesses. In August, 1999, the
Company disposed of the net assets of its design and installation
business, resulting in a loss of $16.5 million.
5. Segment Information
In accordance with Financial Accounting Standards Board Statement No.
131, Disclosures about Segments of an Enterprise and Related
Information, set forth below is selected financial information about the
Company's reportable operating segments.
Description of Segments
The Company has three reportable segments in continuing operations:
Hotel Services, Staging and Meeting Services and Rental Services. Hotel
Services provides audiovisual equipment rental services to hotels via an
on-site presence of both equipment and technical support staff. The
Staging and Meeting Services Division is a provider of audiovisual
equipment, technical labor and related staging services to production
companies and other corporations for use during meetings, trade shows,
conventions and presentations. Rental Services is a remote full service
provider on an as-needed basis to local and national corporations,
convention centers and smaller hotels.
Measurement of Segment Profit or Loss
The Company evaluates performance based upon revenues, gross profit and
profit or loss from operations before interest, income taxes,
depreciation and amortization ("EBITDA"). Interdivision sales are
recorded at the Company's costs; there is no intercompany profit or loss
on interdivision sales.
Nine Months Ended June 30, 2000 (Amounts in Thousands)
<TABLE>
<CAPTION>
Staging &
Hotel Meeting Rentals
Services Services Services Total
-------- -------- -------- -----
<S> <C> <C> <C> <C>
Revenue $244,148 $69,325 $18,736 $332,209
Gross profit 54,025 7,211 3,834 65,070
EBITDA 41,004 10,451 656 52,111
</TABLE>
Nine Months Ended June 30, 1999 (Amounts in Thousands)
<TABLE>
<CAPTION>
Staging &
Hotel Meeting Rentals Continuing
Services Services Services Operations Other (a) Total
-------- -------- -------- ---------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Revenue $203,111 $71,587 $17,756 $292,454 $22,319 $314,773
Gross profit 43,626 7,908 5,629 57,163 7,265 64,428
EBITDA 32,016 10,229 4,106 46,351 (2,517) 43,834
</TABLE>
(a) Represents the results of the Company's design and installation
business disposed June, 1999.
-9-
<PAGE>
5. Segment Information (Continued)
<TABLE>
<CAPTION>
Reconciliations to Consolidated Statement of Operations
Nine Months Ended June 30,
2000 1999
---- ----
(Amounts in Thousands)
<S> <C> <C>
Total external revenue for reportable segments $327,028 $306,679
Intradivision revenue for reportable segments 5,181 8,094
Elimination of intradivision revenue (5,181) (8,094)
------- -------
Total consolidated revenue $327,028 $306,679
======== ========
Total "EBITDA" for reportable segments $52,111 $43,834
Corporate expenses 9,293 7,404
Fixed asset write off 2,500 --
Loss on disposal of assets 3,000 16,500
Corporate reorganization costs 3,600 --
Costs related to the former Atlanta-based
audiovisual headquarters -- 6,874
------- -------
Total consolidated operating income before depreciation and
amortization expense and interest expense, net 33,718 13,056
Depreciation and amortization expenses,
including depreciation in cost of revenue 25,693 22,025
Interest expense, net 33,686 25,311
------ ------
Total consolidated operating income (loss)
from continuing operations before taxes $(25,661) $(34,280)
========= =========
</TABLE>
Three Months Ended June 30, 2000 (Amounts in Thousands)
<TABLE>
<CAPTION>
Staging &
Hotel Meeting Rental
Services Services Services Total
-------- -------- -------- -----
<S> <C> <C> <C> <C>
Revenue $87,261 $24,730 $7,039 $119,030
Gross profit 20,175 2,967 1,659 24,801
EBITDA 17,038 3,949 274 21,261
</TABLE>
Three Months Ended June 30, 1999 (Amounts in Thousands)
<TABLE>
<CAPTION>
Staging &
Hotel Meeting Rental Continuing
Services Services Services Operations Other (a) Total
-------- -------- -------- ---------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Revenue $72,451 $23,609 $6,608 $102,668 $7,105 $109,773
Gross profit 16,000 2,727 2,705 21,432 2,298 23,730
EBITDA 12,723 3,537 1,782 18,042 (833) 17,209
</TABLE>
(a) Represents the results of the Company's design and installation
business disposed June, 1999.
-10-
<PAGE>
5. Segment Information (Continued)
<TABLE>
<CAPTION>
Three Months Ended June 30,
2000 1999
---- ----
(Amounts in Thousands)
<S> <C> <C>
Total external revenue for reportable segments $117,054 $107,111
Intradivision revenue for reportable segments 1,976 2,662
Elimination of intradivision revenue (1,976) (2,662)
------- -------
Total consolidated revenue 117,054 107,111
======= =======
Total "EBITDA" for reportable segments 21,261 17,209
Costs related to the former Atlanta-based
audiovisual headquarters -- 2,045
Corporate Expenses 3,391 2,297
Loss on disposal of assets -- 16,500
------- ------
Total consolidated operating income before depreciation and
amortization expense and interest expense, net 17,870 (3,633)
Depreciation and amortization expenses,
including depreciation in cost of revenue 8,916 7,450
Interest expense, net 12,341 9,002
------ -----
Total consolidated operating income (loss)
from continuing operations before taxes $(3,387) $(20,085)
======== =========
</TABLE>
6. Earnings per Common Share
The weighted average number of shares used in the calculation of basic and
diluted earnings per common share was 23,752 and 23,695 for the nine months
ended June 30, 2000 and 1999, respectively, and 23,862 and 23,697 for the
three months ended June 30, 2000 and 1999, respectively.
7. Subsequent Event
On July 20, 2000 the Company announced that it had reached an agreement in
principle to settle the purported shareholder class actions initially filed in
March, 1999 and May, 1999 against the Company and certain of its former officers
and one of its former directors in the U.S. District Court for the Southern
District of New York. The actions, which were substantially identical to one
another and were consolidated into a single action in November, 1999 (which
resulted in a consolidated amended complaint being filed in January, 2000)
alleged, among other things, that the Company and the individual defendants
misrepresented the Company's ability to integrate various companies that it had
acquired.
Under the agreement all claims against the Company and the individuals named as
defendants in the actions will be dismissed without presumption or admission of
any liability or wrongdoing. The principal terms of the agreement call for the
payment to the plaintiff class of the sum of $15.0 million, which is covered in
its entirety by the Company's insurance carrier. The terms of the settlement are
subject to, among other things, court approval and execution of definitive
settlement documentation.
-11-
<PAGE>
Audio Visual Services Corporation
(formerly known as Caribiner International, Inc.)
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Certain statements contained herein may be deemed to be forward-looking
statements as defined in the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and
unknown risks and uncertainties which may cause the Company's actual results in
future periods or plans for future periods to differ materially from what is
currently anticipated. Those risks include, among others, general competitive
factors, the Company's ability to continue operational improvements in its
businesses, the Company's ability to comply with the terms of its bank credit
agreement, the seasonality and episodic nature of the Company's business, the
resolution of the shareholder class action lawsuit currently pending against the
Company and other risks and uncertainties detailed from time to time in the
Company's filings with the Securities and Exchange Commission. Other factors and
assumptions not indentified above were also involved in the derivation of these
forward-looking statements, and the failure of such other assumptions to be
realized, as well as other factors, may also cause actual results to differ
materially from those projected. The Company assumes no obligation to update
these forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
statements.
Results of Operations
Effective April 20 and May 9, 2000, the Company disposed of substantially all of
the assets of its worldwide Communications Group and all of the outstanding
capital stock of its U.K.-based Melville Exhibition Services subsidiary,
respectively. The operating results of each of these disposed businesses have
been segregated and reported as discontinued operations in the consolidated
statements of operations for the three and nine months ended June 30, 2000. The
operating results of the Company for the prior year have been restated to
conform to the current year's presentation. The results of operations below are
for the continuing operations of the Company's audiovisual services businesses
only (which are comprised of its hotel services, staging and meeting services
and rental services divisions) and do not include the results of operations of
the disposed businesses.
Nine Months Ended June 30, 2000 Compared to Nine Months Ended June 30, 1999
Revenue. Excluding the effect of $22.3 million of revenue from the Company's
design and installation business ("Presentation Technologies"), which was
disposed of effective June 30, 1999, revenue increased by $42.7 million, or
15.0%, to $327.0 million in the nine months ended June 30, 2000 from $284.3
million in the nine months ended June 30, 1999. The increase was primarily due
to growth in the Company's hotel audiovisual services segment resulting from
increased business from existing hotel properties and a net increase in the
number of total properties under contract.
Gross profit. Excluding $7.3 million of gross profit of the Company's design and
installation business disposed of effective June 30, 1999, gross profit
increased $4.5 million, or 7.7%, to $62.9 million in the nine months ended June
30, 2000 from $58.4 million in the nine months ended June 30, 1999. In addition,
during the three months ended March 31, 2000, the Company wrote-off $2.5 million
of fixed assets not being actively used in its audiovisual businesses.
Comparable gross profit as a percentage of revenue was 20.0% for the nine months
ended June 30, 2000 compared to 20.5% in the prior year's comparable period.
Profits from the Company's combined audiovisual services businesses were
slightly impacted by an increase in commission rates in addition to increased
costs related to the rental of audio visual equipment used in operations
("subrental expense"), particularly in the hotel audiovisual services segment.
The gross profit on rental revenue for the nine months ended June 30, 2000 and
1999 was also impacted by $16.9 million and $10.8 million, respectively, of
depreciation expense related to rental equipment used in the audio visual
services businesses. Such depreciation expense is included in cost of rental
revenue.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased $2.4 million, or 7.3%, from $37.0 million in
the nine months ended June 30, 1999 to $39.4 million in the nine months ended
June 30, 2000, excluding the effect of Presentation Technologies. During the
nine months ended June 30, 1999, the Company incurred $6.9 million of costs
related to the former Atlanta based headquarters of the audiovisual services
businesses. On a comparable basis, selling, general and administrative expenses,
as a percentage of total revenue, decreased from 13.0% during the nine months
ended June 30, 1999 to 12.1% in the nine months ended June 30, 2000.
Depreciation and amortization. Depreciation and amortization expense for the
nine months ended June 30, 2000 was $8.8 million, a decrease of $2.4 million
from the corresponding period in the prior year. The decrease is primarily
attributable to the write-off of fixed assets related to the former
Atlanta-based headquarters of the audiovisual services businesses, which
occurred in the fourth quarter of fiscal 1999.
Corporate reorganization costs. In connection with the corporate office
reorganization plans, during the three months ended March 31, 2000, the Company
recorded a charge of $3.6 million, primarily for severance payments to be paid
in the third fiscal quarter.
Loss on sale of assets. During the three months ended March 31, 2000, the
Company wrote off $3.0 million of assets relating to sold businesses.
Interest expense, net. Interest expense, net increased by $8.4 million due to
higher average outstanding indebtedness previously incurred to finance
acquisitions as well as higher borrowing costs.
Provision for taxes. Taxes reflect an allocation based on the full year
anticipated effective tax rate. The provision for taxes as a percentage of
income before taxes was 33% for the nine months ended June 30, 1999. There was
no income tax benefit for the nine months ended June 30, 2000 in accordance with
generally accepted accounting principles.
-12-
<PAGE>
Net loss. The Company realized a net loss from continuing operations of $25.7
million in the nine months ended June 30, 2000 compared to a net loss of $23.0
million in the nine months ended June 30, 1999. The loss per common share from
continuing operations for the nine months ended June 30, 2000 was $1.08 as
compared with a net loss per common share of $0.97 for the comparable period in
fiscal 1999.
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Revenue. Excluding $7.1 million of revenue from Presentation Technologies, which
was disposed of effective June 30, 1999, revenue increased $17.1 million, or
17.1%, to $117.1 million in the three months ended June 30, 2000 from $100.0
million in the three months ended June 30, 1999. The increase is primarily
attributable to the Company's hotel audiovisual services outsourcing segment,
which increased its revenues by $14.8 million in the three months ended June 30,
2000 from the prior year's comparable quarter.
Gross profit. Excluding the effect of $2.3 million of gross profit from the
disposed Presentation Technologies businesses, gross profit increased $3.2
million to $25.0 million in the three months ended June 30, 2000 from $21.8
million in the three months ended June 30, 1999. Gross profit as a percentage of
revenue was 21.4% for the three months ended June 30, 2000 compared to 21.8% in
the prior year's comparable quarter. Profits from the Company's combined
audiovisual services businesses were slightly impacted by an increase in
commission rates in addition to increased costs related to the rental of audio
visual equipment used in operations ("subrental expense"), particularly in the
hotel audiovisual services segment. The gross profit on revenue for the three
months ended June 30, 2000 and 1999 was also impacted by $5.9 million and $4.0
million, respectively, of depreciation expense related to rental equipment used
in the audio visual services businesses. Such depreciation expense is included
in cost of revenue.
Selling, general and administrative expenses. Excluding the effect of
Presentation Technologies, selling, general and administrative expenses
increased $1.0 million, or 8.0%, from $12.1 million in the three months ended
June 30, 1999 to $13.1 million in the three months ended June 30, 2000. During
the three months ended June 30, 1999, the Company incurred $2.0 million in costs
related to the former Atlanta based headquarters of the audiovisual services
businesses. On a comparable basis, selling, general and administrative expenses,
as a percentage of revenue, increased from 10.1% during the three months ended
June 30, 1999 to 11.2% in the three months ended June 30, 2000 primarily due to
higher insurance costs.
Depreciation and amortization. Depreciation and amortization expense for the
three months ended June 30, 2000 was $3.0 million, a decrease of $0.5 million
from the corresponding period in the prior year, primarily due to a decrease in
goodwill as a result of the disposed businesses.
Interest expense, net. Interest expense, net increased by $3.3 million due to
higher average outstanding indebtedness previously incurred to finance
acquisitions as well as higher borrowing costs.
Provision for taxes. Taxes reflect an allocation based on the full year
anticipated effective tax rate. There was no income tax benefit for the three
months ended June 30, 2000 in accordance with generally accepted accounting
principles.
Net loss. The Company realized a net loss from continuing operations of $3.4
million in the three months ended June 30, 2000 compared to a net loss of $14.5
million in the three months ended June 30, 1999. The loss per common share from
continuing operations for the three months ended June 30, 2000 was $0.14 as
compared with a loss per common share of $0.61 for the comparable period in
fiscal 1999.
Liquidity and Capital Resources
The following discussion of liquidity and capital resources is for our combined
continuing and discontinued operations.
On October 28, 1997, the Company entered into a loan agreement with a syndicate
of banks pursuant to which the Company increased its aggregate available bank
financing from $100 million to $550 million, consisting of a $300 million three
year revolving line of credit (the "Revolving Facility") to be utilized in
connection with future acquisitions and for working capital and general
corporate purposes and a $250 million three year term loan (the "Term Facility"
and together with the Revolving Facility, the "Credit
-13-
<PAGE>
Agreement"), which was fully utilized in connection with the acquisition of
Visual Action Holdings plc. Amounts outstanding under the Company's former
credit facility were repaid with the proceeds from the Credit Agreement. The
Company recognized an extraordinary loss of $0.6 million, net of taxes of $0.4
million in the quarter ended December 31, 1997 resulting from the write-off of
the unamortized debt issuance fees relating to the Company's former credit
facility. Approximately $4.8 million in debt issuance fees were incurred in
connection with the Credit Agreement. Such fees are being amortized over the
term of the Credit Agreement.
In May, 1998, the Company repaid approximately $26 million under the Term
Facility thereby permanently reducing availability thereunder by such amount. In
December, 1998 and July, 1999, the terms of the Revolving Facility were amended
to reduce the aggregate availability thereunder from $300 million to $250
million, to amend certain financial covenants contained therein and to increase
the interest rate on amounts outstanding under the Credit Agreement.
At June 30, 1999, the Company did not achieve certain of the financial covenants
specified in the Credit Agreement. In connection with the amendments made to the
Credit Agreement in July 1999 (the "July 1999 Amendment"), the lenders waived
through March 30, 2000, all defaults that had arisen or might arise from the
failure to satisfy the specified financial covenants for June 30, 1999,
September 30, 1999 and December 31, 1999. As part of such amendment, the Company
agreed, among other things, to revised covenants regarding minimum consolidated
earnings before interest, taxes, depreciation and amortization ("EBITDA") as
defined in the Credit Agreement, for the twelve month periods ending June 30,
September 30 and December 31, 1999, and to restrictions on the amount of
permitted capital expenditures (as described in the Credit Agreement) for the
three month periods ending September 30 and December 31, 1999.
At September 30, 1999, the Company was not in compliance with the covenants set
forth in the July 1999 Amendment. In December, 1999, the Company obtained a
further amendment (the "December 1999 Amendment") to the Credit Agreement that,
among other things, extended the waivers under the July 1999 Amendment until
October 1, 2000, and waived through October 1, 2000 all defaults arising from
the failure at September 30, 1999 to satisfy the financial covenants specified
in the July 1999 Amendment. As part of the December 1999 Amendment, the Company
agreed to a minimum consolidated adjusted EBITDA covenant that was based on
post-September 30, 1999 consolidated EBITDA (as defined in the Credit
Agreement), and to restrictions on the amount of capital expenditures that could
be made by the Company during the fiscal year ending September 30, 2000. The
minimum required consolidated adjusted EBITDA, as defined, for fiscal 2000
exceeds levels achieved in fiscal 1999.
In addition to the waivers and revised financial covenants described above, the
December 1999 Amendment provided for the deferral through October 1, 2000 of the
principal payments due under the Term Facility on December 31, 1999 and March
31, 2000. The December 1999 Amendment also included a consent by the lenders
that would have allowed the Company to pursue the possible sale of its
audiovisual businesses, provided that certain timing requirements were met and
minimum net proceeds exceeded a specified amount.
In March, 2000, the Company entered into a further amendment (the "March 2000
Amendment") to the Credit Agreement, that, among other things, (i) amended the
maturity date of the Term Facility to eliminate the requirement to make any
installment payments thereon such that all amounts outstanding under the Term
Facility are due and payable on October 1, 2001, (ii) reduced the amounts
available to the Company under the Credit Agreement for letters of credit, (iii)
eliminated altogether those financial covenants that the July 1999 Amendment and
December 1999 Amendments previously had waived through October 1, 2000, (iv)
amended the covenant relating to minimum consolidated EBITDA for the three month
period ended December 31, 1999, the six month period ended March 31, 2000, the
nine month period ended June 30, 2000, the twelve month periods ending
September 30 and December 31, 2000, and any period of four consecutive fiscal
quarters ending on or after March 31, 2001, (v) amended the covenant relating to
restrictions on the amount of permitted capital expenditures (as described in
the Credit Agreement) such that the Company may not permit capital expenditures
to exceed $25 million in any two consecutive fiscal quarters or $40 million in
any four consecutive fiscal quarters commencing with the fiscal quarter
beginning January 1, 2000 and (vi) requires the Company to provide certain
additional reports to the lenders. In addition, pursuant to the terms of the
March 2000 Amendment, the lenders withdrew the consent granted to the Company in
the December 1999 Amendment to pursue the possible sale of the Company's
audiovisual businesses.
In addition to the amendments and revised financial covenants described above,
the March 2000 Amendment also included a consent by the lenders to allow the
Company to proceed with the sale of its worldwide Communications Group (the
"Communications Sale") and to pursue the sale of MES (the "MES Sale"), provided
that, in each case, certain timing requirements were met, minimum net proceeds
exceeded a specific amount and 75% of the net proceeds of each such disposition
would be applied to the prepayment of the Term Facility and the reduction of the
commitment under the Revolving Facility. The Company consummated the
Communications Sale on April 20, 2000, and consummated the MES Sale on May 9,
2000, and in connection therewith (i) repaid an aggregate of $38.0 million under
the Term Facility thereby permanently reducing availability and outstanding
amounts thereunder from $199.6 million to $161.6 million and (ii) repaid an
aggregate of $47.5 million under the Revolving Facility, which resulted in a
permanent reduction of the availability thereunder from $250.0 million to $202.5
million.
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<PAGE>
Pursuant to the terms of the March 2000 Amendment, the Company also agreed to
retain not later than June 1, 2001, an investment banking firm for the purposes
of evaluating strategic and debt reduction alternatives.
Fees of approximately $1.2 million, $1.4 million and $1.0 million were incurred
in connection with the amendments made to the Credit Agreement in December 1998,
July, 1999, and December 1999, respectively. Such fees will be amortized over
the remaining term of the Credit Agreement.
No fees were paid to the Company's lenders in connection with the March 2000
Amendment; however, pursuant to a deferred amendment fee letter entered into in
connection with the March 2000 Amendment, the Company will be required to pay a
fee equal to the greater of (A) not less than $2.5 million nor more than $12.5
million or (B) not less than 2.5% nor more than 12.5% of the net equity value
(as defined in the deferred amendment fee letter) of the Company upon the
occurrence of the earlier of (i) the maturity date of the Revolving Facility,
(ii) an event of default (as defined in the Credit Agreement), (iii) a sale of
all or substantially all of the Company's assets, (iv) a sale of substantially
all of the capital stock of the Company, or (v) the repayment of all amounts
outstanding under the Credit Agreement (such events being referred to as a
"Triggering Event"). The actual amount of such fee will be determined on the
date that a Triggering Event shall occur.
The maturity date of each of the Term Facility and the Revolving Facility is
October 1, 2001. Interest on outstanding amounts under the Credit Agreement is
payable monthly in arrears and at the option of the Company accrues at either
(i) LIBOR plus 3.00% or (ii) an alternate base rate based upon the greatest of
(a) the agent bank's prime rate, (b) the three-month secondary certificate of
deposit rate and (c) the federal funds rate. The applicable margins are subject
to change based on the occurrence of certain events. Pursuant to the terms of
the March 2000 Amendment, outstanding amounts under each of the Term Facility
and Revolving Facility also accrue additional interest at the rate of 1% per
annum payable in arrears upon the termination of the Credit Agreement.
As stated above, pursuant to the terms of the March 2000 Amendment, the entire
principal on the Term Facility is payable on October 1, 2001.
The Credit Agreement is secured by substantially all of the assets of the
Company and its material subsidiaries, and the Company and its subsidiaries have
pledged the stock of their respective subsidiaries for the ratable benefit of
its lending banks. In addition to the financial covenants described above, the
Credit Agreement contains certain other covenants and restrictions customary for
credit facilities of a similar nature, including, without limitation,
restrictions on the ability of the Company to pay dividends.
The Company believes it will be able to satisfy the financial and other
covenants included in the Credit Agreement, as amended by the March 2000
Amendment. Nevertheless, there can be no assurance that the Company will be able
remain in compliance with the financial covenants specified in the Credit
Agreement during the twelve months ending September 30, 2000. Unless further
amendments or waivers were to be obtained from the lenders, the failure to
satisfy the specified financial covenants or the occurrence of any other event
of default under the Credit Agreement, as amended, would entitle the lenders to,
among other things, accelerate the maturity of the outstanding borrowings under
the Credit Agreement, and exercise all or any of their other rights or remedies.
Any such acceleration or other exercise of rights and remedies would likely have
a material adverse effect on the Company.
As of August 10, 2000, the Company had approximately $355.5 million outstanding
under the Credit Agreement, of which $193.8 million was outstanding under the
Revolving Facility. Cash on hand as of such date was $9.6 million. The Company
believes that cash flow from operations and available credit under the Revolving
Facility will be sufficient to meet operating needs through the end of fiscal
2000.
The following table sets forth certain information from the Company's
Consolidated Statement of Cash Flows for the nine months ended June 30, 2000 and
1999:
Nine months Ended June 30,
2000 1999
---- ----
Net cash provided by (used in):
Operating activities $(3,527) $3,671
Investing activities 83,611 (43,696)
Financing activities (78,066) 39,291
For the nine months ended June 30, 2000, $3.5 million was used in operating
activities. The net loss adjusted for depreciation and amortization, the fixed
asset write-offs and the loss on disposition of assets required $6.1 million.
The net change in working capital provided $2.6 million, with decreases in
prepaid and other current assets, other assets and increases in accounts payable
and deferred income, which were more than offset by increases in accounts
receivable and deferred charges and decreases in accrued expenses and other
liabilities and in taxes payable. Investing activities provided $83.6 million
from the disposition of the Company's communications business in April 2000,
offset by expenditures for property and equipment additions. Financing
activities used $78.1 million in the nine months ended June 30, 2000, of which
$161.7 million was used to repay outstanding indebtedness under the Company's
Credit Agreement, offset by borrowings of $84.6 million. In addition, debt
issuance fees of $1.0 million were paid in connection with the amendments made
to the Credit Agreement in December, 1999.
Capital expenditures were $27.7 million and $35.6 million during the nine months
ended June 30, 2000 and 1999, respectively.
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<PAGE>
During the nine months ended June 30, 1999 and 2000, the purchase of audio
visual equipment used in operations comprised the major portion of capital
expenditures.
For the nine months ended June 30, 1999, $3.7 million was provided by operating
activities. The net loss adjusted for depreciation and amortization and the loss
on disposition of assets provided $34.6 million. The net change in working
capital used $30.9 million, with decreases in accrued expenses and other
liabilities and increases in deferred charges, prepaid expenses and other
assets, offset by decreases in accounts receivable and increases in deferred
income. Cash used in investing activities was $43.7 million due to property and
equipment purchases and acquisition-related expenditures. Financing activities
provided $39.3 million, of which $112.8 million was drawn under the Company's
Credit Agreement, offset by debt repayments of $153.4 million. In addition, debt
issuance fees of $1.2 million were paid in connection with the amendments made
to the Credit Agreement in December, 1998.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company has no material changes to the disclosures made on this matter from
those made in in the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1999.
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<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On March 25, 1999, a purported shareholder class action was filed in the United
States District Court for the Southern District of New York (the "Southern
District") against the Company and certain of its current and former officers
and one of its directors. On May 7, 1999, a purported shareholder class action
substantially identical to the March 25th action was filed in the Southern
District against the Company and the same individuals named in the March 25th
action. Both lawsuits allege, among other things, that defendants misrepresented
the Company's ability to integrate various companies it was acquiring and
alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 and various rules promulgated thereunder. The lawsuits seek unspecified
money damages, plus costs and expenses, including attorneys' fees and expert
fees. In November, 1999, the court issued an order consolidating the lawsuits
into a single action and appointing lead plaintiffs and lead counsel. The
plaintiffs filed a consolidated amended complaint in January 2000. In February,
2000, the Company filed a motion to dismiss the consolidated amended complaint.
Although the Company believes it has meritorious defenses to this action, in
light of the inherent uncertainties and the burden and expense of lengthy
litigation, the Company reached an agreement in principle in late June, 2000 to
settle the class action. Under the agreement, all claims against the Company and
the individuals named as defendants in the action will be dismissed without
presumption or admission of any liability or wrongdoing. The principal terms of
the agreement call for the payment to the plaintiff class of the sum of $15.0
million. The settlement amount was paid in its entirety by the Company's
insurance carrier. The terms of the settlement are subject to, among other
things, court approval and execution of definitive settlement documentation. In
the event that the action is not finally settled, the Company would defend the
lawsuit vigorously.
In addition to the litigation described above, from time to time the Company is
a party to various legal proceedings incidental to its business. Although the
ultimate disposition of these proceedings is not determinable, in the opinion of
the Company, none of such proceedings has had or is likely to have a material
adverse effect on the Company's results of operations, financial condition or
liquidity.
ITEM 2. CHANGES IN SECURITIES
(a) Not Applicable
(b) Not Applicable
(c) The Company issued and sold the following unregistered securities during
the three months ended June 30, 2000:
1. In March, 2000, the Company issued to C. Anthony Wainwright, a director of
the Company, 7,018 shares of common stock, par value $0.01 per share (the
"Common Stock") at a price per share of $1.78125 pursuant to the Company's
Non-Employee Directors' Stock Plan (the "Director Plan"). Pursuant to the
Director Plan, the number of shares of Common Stock issued was determined
by dividing $12,500 by $1.78125 (the average of the high and low sales
price per share of the Common Stock on the anniversary date of Mr.
Wainwright's appointment to the Board of Directors (March 24, 1997)).
2. In April, 2000, the Company issued to Bryan D. Langton, a director of the
Company, 7,843 shares of Common Stock at a price per share of $1.59375
pursuant to the Director Plan. Pursuant to the Director Plan, the number
of shares of Common Stock issued was determined by dividing $12,500 by
$1.59375 (the average of the high and low sales price per share of the
Common Stock on the anniversary date of Mr. Langton's appointment to the
Board of Directors (April 11, 1996).
3. In April, 2000, the Company issued to Rhythm Media Pty Limited (f/k/a
AMFIOH Pty Limited) 190,752 shares of Common Stock in connection with the
settlement of certain obligations to pay contingent consideration with
respect to the acquisition of the business of Wavelength Corporate
Communications Pty Limited (which was completed in May, 1997).
There were no underwriters employed in connection with the transactions
described above.
The transactions described above were effected in reliance upon an exemption
from the registration requirements of the Securities Act of 1933, as amended, on
the basis that such transactions did not involve any public offering. The
recipients of securities in such transactions represented their intention to
acquire the securities for investment only and not with a view to sell or offer
for sale the securities in connection with any distribution thereof and
appropriate legends were affixed to the securities issued in such transactions.
(d) Not applicable.
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<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Annual Meeting of Stockholders
Date held: June 28, 2000
(b) Directors elected:
Errol M. Cook
Digby J. Davies
Robert K. Ellis
Bryan D. Langton
David E. Libowitz
C. Anthony Wainwright
(c) Matters Voted Upon:
1. Election of Directors.
<TABLE>
<CAPTION>
Nominee Votes For Votes Withheld
------- --------- --------------
<S> <C> <C>
Errol M. Cook 20,829,655 1,299,696
Digby J. Davies 20,835,310 1,294,041
Robert K. Ellis 20,834,480 1,294,871
Bryan D. Langton 20,851,985 1,277,366
David E. Libowitz 20,851,755 1,277,596
C. Anthony Wainwright 20,831,785 1,297,566
</TABLE>
2. Amendment to the Company's Restated Certificate of Incorporation, as
amended, to change the name of the Company to Audio Visual Services
Corporation.
Votes for: 22,037,892
Votes against: 56,940
Votes abstaining: 34,519
3. Amendments to and restatement of the Company's 1996 Stock Option
Plan, as amended (the "Plan"), to, among other things, (i) increase
the number of shares of common stock available for award under the
Plan from 2,500,000 to 3,500,000 and (ii) permit the award of shares
of restricted stock under the Plan.
Votes for: 10,808,157
Votes against: 4,340,067
Votes abstaining: 72,135
Broker non-votes 6,908,992
4. Approval and Ratification of Appointment of Ernst & Young LLP as
Independent Auditors for the Fiscal Year Ending September 30, 2000.
Votes for: 22,033,343
Votes against: 47,968
Votes abstaining: 48,040
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<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Required by Item 601 of Regulation S-K:
Exhibit
Number Description of Document
------ -----------------------
3.1 Restated Certificate of Incorporation of the Company, filed
March 15, 1996, with the Secretary of State of the State of
Delaware (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
1996 and incorporated herein by reference).
3.2 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company, filed March 30, 1998, with the
Secretary of State of the State of Delaware (filed as Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998 and, incorporated herein
by reference).
3.3 Certificate of Amendment to the Restated Certificate of
Incorporation, as amended, of the Company, filed June 29,
2000, with the Secretary of State of the State of Delaware.
3.4 Third Amended and Restated By-Laws of the Company (filed as
Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 1998 and incorporated
herein by reference).
10.1 Credit Agreement, dated as of October 28, 1997 (the "Credit
Agreement"), among the Company, Caribiner, Inc., the several
lenders named therein and The Chase Manhattan Bank, as
Administrative Agent, and Merrill Lynch Capital Corporation,
as Syndication Agent (schedules and exhibits omitted -- the
Company agrees to furnish a copy of any schedule or exhibit to
the Commission upon request) (filed as Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997 and incorporated herein by reference).
10.2 First Amendment and Agreement, dated as of March 31, 1998, to
the Credit Agreement (schedules and exhibits omitted -- the
Company agrees to furnish a copy of any schedule or exhibit to
the Commission upon request) (filed as Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998 and incorporated herein by reference).
10.3 Second Amendment and Waiver, dated as of December 18, 1998, to
the Credit Agreement (schedules and exhibits omitted -- the
Company agrees to furnish a copy of any schedule or exhibit to
the Commission upon request) (filed as Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998 and incorporated herein by reference).
10.4 Third Amendment and Waiver, dated as of July 30, 1999, to the
Credit Agreement (schedules and exhibits omitted -- the
Company agrees to furnish a copy of any schedule or exhibit to
the Commission upon request) (filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999 and incorporated herein by
reference).
<PAGE>
10.5 Fourth Amendment, Consent and Waiver, dated as of December 23,
1999, to the Credit Agreement (schedules and exhibits omitted
-- the Company agrees to furnish a copy of any schedule or
exhibit to the Commission upon request) (filed as Exhibit
10.17 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1999 and incorporated herein
by reference).
10.6 Fifth Amendment, Consent and Agreement, dated as of March 31,
2000, to the Credit Agreement (schedules and exhibits omitted
-- the Company agrees to furnish a copy of any schedule or
exhibit to the Commission upon request) (filed as Exhibit 10.6
to the Company's Quarterly Report on Form 10-Q for the
Quarterly Period ended March 31, 2000 and incorporated herein
by reference).
10.7 Amended and Restated 1996 Stock Option Plan.
(b) Reports on Form 8-K
The Company filed the following report on Form 8-K during the three months
ended June 30, 2000:
Date of filing Items Reported Subject of Report
-------------- -------------- -----------------
May 8, 2000 2 Announcing the completion of the
disposition of the Company's
Communications Group
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<PAGE>
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.
AUDIO VISUAL SERVICES CORPORATION.
(Registrant)
Date: August 14, 2000
By: /s/ Digby J. Davies
-----------------------
Digby Davies President and Chief Operating
Officer and Acting Chief Financial Officer
(Principal Financial and Accounting
Officer)
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Page Number
------ ----------------------- -----------
<S> <C> <C>
3.1 Restated Certificate of Incorporation of the Company, filed
March 15, 1996, with the Secretary of State of the State of
Delaware (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
1996 and incorporated herein by reference).
3.2 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company, filed March 30, 1998, with the
Secretary of State of the State of Delaware (filed as Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998 and, incorporated herein
by reference).
3.3 Certificate of Amendment to the Restated Certificate of
Incorporation, as amended, of the Company, filed June 29,
2000, with the Secretary of State of the State of Delaware.
3.4 Third Amended and Restated By-Laws of the Company (filed as
Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 1998 and incorporated
herein by reference).
10.1 Credit Agreement, dated as of October 28, 1997 (the "Credit
Agreement"), among the Company, Caribiner, Inc., the several
lenders named therein and The Chase Manhattan Bank, as
Administrative Agent, and Merrill Lynch Capital Corporation,
as Syndication Agent (schedules and exhibits omitted -- the
Company agrees to furnish a copy of any schedule or exhibit to
the Commission upon request) (filed as Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997 and incorporated herein by reference).
10.2 First Amendment and Agreement, dated as of March 31, 1998, to
the Credit Agreement (schedules and exhibits omitted -- the
Company agrees to furnish a copy of any schedule or exhibit to
the Commission upon request) (filed as Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998 and incorporated herein by reference).
10.3 Second Amendment and Waiver, dated as of December 18, 1998, to
the Credit Agreement (schedules and exhibits omitted -- the
Company agrees to furnish a copy of any schedule or exhibit to
the Commission upon request) (filed as Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998 and incorporated herein by reference).
10.4 Third Amendment and Waiver, dated as of July 30, 1999, to the
Credit Agreement (schedules and exhibits omitted -- the
Company agrees to furnish a copy of any schedule or exhibit to
the Commission upon request) (filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999 and incorporated herein by
reference).
</TABLE>
<PAGE>
10.5 Fourth Amendment, Consent and Waiver, dated as of December 23,
1999, to the Credit Agreement (schedules and exhibits omitted
-- the Company agrees to furnish a copy of any schedule or
exhibit to the Commission upon request) (filed as Exhibit
10.17 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1999 and incorporated herein
by reference).
10.6 Fifth Amendment, Consent and Agreement, dated as of March 31,
2000, to the Credit Agreement (schedules and exhibits omitted
-- the Company agrees to furnish a copy of any schedule or
exhibit to the Commission upon request) (filed as Exhibit
10.6 to the Company's Quarterly Report on Form 10-Q for the
Quarterly Period ended March 31, 2000 and incorporated herein
by reference).
10.7 Amended and Restated 1996 Stock Option Plan.
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